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HomeMy WebLinkAbout062519 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title 11]. AGENDA TEMECULA CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JUNE 25, 2019 - 7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. CLOSED SESSION - 6:00 P.M. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the potential conveyance of approximate 1.41-acre and 1.57-acre City -owned property identified as APN 953-050-001 (located on La Serena Way, southwest of Rancho Elementary School at 31530 La Serena Way) and APN 919-273-008 (located between Del Rey Road and La Serena Way, frontage on Del Rey Road, between 31195 and 31245 Del Rey Road), respectively, in exchange for an approximate 4.75-acre portion of the Temecula Elementary School pool and ball fields identified as APN 921-310-002. The parties to the negotiations for the potential sale and purchase of these property interests are Temecula Valley Unified School District and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Peter Thorson, Greg Butler, Pat Thomas, and Kevin Hawkins. Under negotiation are price and terms of the potential conveyance and purchase of these property interests. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the potential sale of approximately 2.27 acres of real property owned by the City located on the east side of Pujol Street approximately 130 feet north of Main Street (APNs: 922-053-021, -047 and -048). The parties to the negotiations for the potential sale of the property are: Temecula Pacific Associates and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Greg Butler, Luke Watson and Peter Thorson. Under negotiation are price and terms of the potential sale of the properties. CALL TO ORDER: Mayor Mike Naggar Prelude Music: Susan Miyamoto Invocation: Pastor Tim Thompson of 412 Murrieta Flag Salute: Council Member Edwards Page 1 City Council Agenda June 25, 2019 ROLL CALL: Edwards, Rahn, Schwank, Stewart, Naggar PRESENTATIONS/PROCLAMATIONS Introduction of New Veterans of Foreign Wars (VFW) Post 4089 Commander Amy Alvarez Presentation of Certificate of Recognition to Temecula Valley Woman's Club PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the City Council on items that appear on the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the City Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the City Council addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward. For all Public Hearing or Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the City Council addressing that item. On those items, each speaker is limited to five minutes. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten minutes will be devoted to these reports. CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. 1. Waive Reading of Standard Ordinances and Resolutions Recommendation: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. Attachments: Agenda Report 2. Approve the Action Minutes of June 11, 2019 Recommendation: That the City Council approve the action minutes of June 11, 2019. Attachments: Minutes 3. Approve the List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF Page 2 City Council Agenda June 25, 2019 4. 5. 6. TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Attachments: Agenda Report Resolution List of Demands Adopt Ordinance 19-09 Public Safety Alarm Systems (,Second Reading) Recommendation: That the City Council adopt an ordinance entitled: ORDINANCE NO. 19-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADDING CHAPTER 9.60 TO THE TEMECULA MUNICIPAL CODE ESTABLISHING REGULATIONS FOR THE OPERATIONS OF PUBLIC SAFETY ALARM SYSTEMS Attachments: Agenda Report Ordinance Approve City Treasurer's Report as of April 30, 2019 Recommendation Attachments: That the City Council approve and file the City Treasurer's Report as of April 30, 2019. Agenda Report Treasurer's Report Approve Financial Statements for the 3rd Quarter Ended March 31, 2019 Recommendation Attachments: That the City Council receive and file the financial statements for the 3rd quarter ended March 31, 2019. Agenda Report Quarterly Financial Report Financial Statements 7. Approve the Cumulative Purchase of Miscellaneous Materials. Services. and Supplies Anticipated To Exceed $60,000 Per Vendor for Fiscal Year 2018-19 Recommendation: That the City Council approve the purchase of miscellaneous materials, services and supplies as described from the following vendors in the amounts indicated for Fiscal Year 2018-19: 1. Downs Fueling, $115,000, City Fleet Fuel 2. Hanks Hardware, $100,000, Miscellaneous Hardware Supplies Page 3 City Council Agenda June 25, 2019 3. Waxie Sanitary Supply, $60,000, Miscellaneous Janitorial Supplies Attachments: Agenda Report 8. Approve an Agreement with David Turch and Associates for Federal Legislative Consultant Services and Authorize the Reissuance of a Request for Proposals for State Legislative Consultant Services (At the Request of Subcommittee Members Mayor Pro Tempore Stewart and Council Member Rahn) Recommendation That the City Council approve an agreement with David Turch and Associates for federal legislative consultant services and authorize the reissuance of a request for proposals for state legislative consultant services. Attachments: Agenda Report Agreement Exhibit A and B - Proposal 9. Approve the SnonsorshiD Agreement with Motor Maids. Inc. for the 2019 Motor Maids Motorcycle Parade (At the Request of Subcommittee Members Mayor Pro Tempore Stewart and Council Member Edwards) Recommendation: That the City Council approve the sponsorship agreement with Motor Maids, Inc. for in -kind City support valued at $1,200 for the 2019 Motor Maids Motorcycle Parade. Attachments: Agenda Report Agreement 10. Approve an Agreement with Environmental Science Associates (ESA) for the Preparation of a Supplemental Environmental Impact Report for the Harveston General Plan and Specific Plan Amendment Recommendation: That the City Council approve an agreement with Environmental Science Associates (ESA), for $232,175, plus a 10% contingency of $23,217.50, for a total agreement of $255,392.50, for the preparation of a Supplemental Environmental Impact Report for the Harveston General Plan and Specific Plan Amendment. Attachments: Agenda Report Agreement 11. Approve an Agreement for Consultant Services with De Novo Planning Group for the Preparation of the 2021-2029 Housing Element Update Recommendation: That the City Council approve an agreement for consultant services with De Novo Planning Group for $73,070, with a 10% contingency of $7,307, for a total agreement of $80,377, for the preparation of the 2021-2029 Housing Element Update. Page 4 City Council Agenda June 25, 2019 Attachments: Agenda Report Agreement 12. Award a Construction Contract to Greer's Contracting & Concrete, Inc. for the Sidewalks - Old Town Boardwalk Enhancement, PW 17-16 Recommendation Attachments That the City Council: 1. Approve an additional appropriation of $150,000 from the Measure S Fund Balance to the Sidewalks - Old Town Boardwalk Enhancement, PW17-16; 2. Award a construction contract to Greer's Contracting & Concrete, Inc., in the amount of $457,426.00, for the Sidewalks - Old Town Boardwalk Enhancement, PW17-16; 3. Authorize the City Manager to approve change orders not to exceed the contingency amount of $91,485.20, which is equal to 20% of the contract amount; 4. Make a finding that the Sidewalks - Old Town Boardwalk Enhancement, PW17-16 is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. Agenda Report Contract Project Description Project Location 13. Accept Improvements and File the Notice of Completion for Sidewalks - Sixth Street Improvements, PW 17-05 Recommendation: That the City Council: 1. Approve an increase to the project contingency in the amount of $6,697.07 for the Sidewalks - Sixth Street Improvements, PW 17-05; 2. Increase the City Manager change orders approval authority in the amount of $6,697.07; 3. Accept the improvements for the Sidewalks - Sixth Street Improvements, PW 17-05, as complete; 4. Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one-year Maintenance Bond in the amount of 10% of the contract amount; Page 5 City Council Agenda June 25, 2019 5. Release the Labor and Materials Bond seven months after filing the Notice of Completion, if no liens have been filed. Attachments: Agenda Report Notice of Completion Affidavit and Release Maintenance Bond RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY Page 6 City Council Agenda June 25, 2019 TEMECULA COMMUNITY SERVICES DISTRICT MEETING CALL TO ORDER: President James "Stew" Stewart ROLL CALL: Edwards, Naggar, Rahn, Schwank, Stewart CSD PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward. For all Public Hearing or Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board addressing that item. On those items, each speaker is limited to five minutes. CSD CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Temecula Community Services District request specific items be removed from the Consent Calendar for separate action. 14. Approve the Action Minutes of June 11, 2019 Recommendation: That the Board of Directors approve the action minutes of June 11, 2019. Attachments: Minutes 15. Approve Financial Statements for the 3rd Quarter Ended March 31, 2019 Recommendation: That the Board of Directors receive and file the financial statements for the 3rd quarter ended March 31, 2019. Attachments: Agenda Report Combining Balance Sheet Statement of Revenue, Expenditures and Changes CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTOR REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, July 9, 2019, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Page 7 City Council Agenda June 25, 2019 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY CALL TO ORDER: Chairperson Mike Naggar ROLL CALL: Edwards, Rahn, Schwank, Stewart, Naggar SARDA PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward. For all Public Hearing or Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board addressing that item. On those items, each speaker is limited to five minutes. SARDA CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Successor Agency to the Redevelopment Agency request specific items be removed from the Consent Calendar for separate action. 16. Approve the Action Minutes of June 11, 2019 Recommendation: That the Board of Directors approve the action minutes of June 11, 2019. Attachments: Minutes 17. Approve Financial Statements for the 3rd Quarter Ended March 31, 2019 Recommendation: That the Board of Directors receive and file the financial statements for the 3rd quarter ended March 31, 2019. Attachments: Agenda Report Statement of Net Position Statement of Net Position Changes SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTOR REPORTS SARDA ADJOURNMENT Next regular meeting: Tuesday, July 9, 2019, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Page 8 City Council Agenda June 25, 2019 TEMECULA HOUSING AUTHORITY - NO MEETING TEMECULA PUBLIC FINANCING AUTHORITY - NO MEETING RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 18. Approve an Amendment to Chapter 5.22 of the Temecula Municipal Code, Massage and Massage Establishments (At the Request of Subcommittee Members Council Members Edwards and Rabn Recommendation: That the City Council: 1. Introduce and read by title only an ordinance entitled: ORDINANCE NO. 19- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING CHAPTER 5.22, MASSAGE AND MASSAGE ESTABLISHMENTS, OF THE TEMECULA MUNICIPAL CODE AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT 2. Adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE SCHEDULE OF ADMINISTRATIVE CITATION FINES PURSUANT TO TEMECULA MUNICIPAL CODE SECTION 1.21.060 FOR VIOLATIONS OF CHAPTER 5.22 PERTAINING TO MASSAGE ESTABLISHMENTS Attachments: Agenda Report Ordinance Resolution Page 9 City Council Agenda June 25, 2019 19. Approve the Disposition and Development Aizreement for Vine Creek Apartments Affordable Housing Development Between the City of Temecula, as Housing Successor to the Former Temecula Redevelopment Agency, and Temecula Pacific Associates, Located Approximately 130 Feet North of the Main Street and Pujol Street Intersection, on the East Side of Pujol Street (APNs 922-053-021, 922-053-048, 922-053-047)(At the Request of Subcommittee Members Mavor Naimar and Council Member Rahn) Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR (AND, WITH RESPECT TO A DENSITY BONUS AGREEMENT AND CITY FEE AND PERMANENT LOANS, ALSO IN ITS CAPACITY AS THE CITY) APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT THAT INCLUDES SUCH DENSITY BONUS AGREEMENT AND SUCH CITY LOANS, WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT, AND THE TAKING OF RELATED ACTIONS, AND FIND THAT A MITIGATED NEGATIVE DECLARATION HAS BEEN APPROVED FOR THE PROJECT AND NO FURTHER CEQA REVIEW IS REQUIRED Attachments: Agenda Report Resolution Attachment A - DDA Summary Report Notice of Public Hearing DEPARTMENTAL REPORTS 20. City Council Travel/Conference Report Attachments: Agenda Report Itinerary 21. Community Development Department Monthly Report Attachments: Agenda Report Activity Report Statistics Charts 22. Fire Department Monthly Report Page 10 City Council Agenda June 25, 2019 Attachments: Agenda Report Monthly Report 23. Police Department Monthly Report Attachments: Agenda Report 24. Public Works Department Monthly Report Attachments: Agenda Report Project Status Report COMMISSION REPORTS PUBLIC SAFETY REPORT CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, July 9, 2019, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The full agenda packet (including staff reports, public closed session information, and any supplemental material available after the original posting of the agenda), distributed to a majority of the City Council regarding any item on the agenda, will be available for public viewing in the main reception area of the Temecula Civic Center during normal business hours. The material will also be available on the City's website at TemeculaCa.gov. and available for review at the respective meeting. If you have questions regarding any item on the agenda, please contact the City Clerk's Department at (951) 694-6444. Page 11 Item No. 1 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: June 25, 2019 SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived. FISCAL IMPACT: None ATTACHMENTS: None Item No. 2 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JUNE 11, 2019 - 7:00 PM CLOSED SESSION - 6:00 P.M. Conference with Real Property Negotiators. The City Council convened in closed session pursuant to Government Code Section 54956.8 regarding four parcels of real property owned by the City of Temecula, as successor to the assets of the Redevelopment Agency of the City of Temecula, consisting of approximately 1 acre (APN 922-360-004, 005, 006 & 007) located on Main Street at Mercedes Street in the City of Temecula. The parties to the negotiations for the potential sale of the property are: Marketplace Old Town, LLC (Truax Development) and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Greg Butler, Luke Watson, and Peter Thorson. Under negotiation are price and terms for the sale of the property. CALL TO ORDER at 7:04 PM: Mayor Mike Naggar Prelude Music: Josh Bondoc Invocation: Pastor Anthony Albizu of Calvary Chapel Bible Fellowship Flag Salute: Mayor Pro Tempore James "Stew" Stewart ROLL CALL: Edwards, Rahn, Schwank, Stewart, Naggar PRESENTATIONS/PROCLAMATIONS Presentation of Certificate of Recognition to Dr. Karen Haynes Presentation of Certificates of Recognition to Erik Lundquist and Dan Turner PUBLIC COMMENTS The following individuals addressed the City Council on a non-agendized items: • Dana Kizlaitis • Bob Kowell • Kristi Necochen • Christine O'Neill • Mike Decello • Brian O'Neill • Kathie Sonner CITY COUNCIL REPORTS CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Stewart. The electronic vote reflected unanimous approval. 1. Waive Reading of Standard Ordinances and Resolutions Recommendation: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2. Approve the Action Minutes of May 28, 2019 Recommendation: That the City Council approve the action minutes of May 28, 2019. 3. Approve the List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 19-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4. Adopt Ordinance 19-08 Approve an Outdoor Vendor Ordinance Pertaining to Public and Private Prope . (Long Range Planning Project No. LR18-1663) (Second Reading) Recommendation: That the City Council adopt an ordinance entitled: ORDINANCE NO. 19-08 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA RENUMBERING CHAPTER 5.20 (OUTDOOR VENDORS) AS CHAPTER 8.61 (OUTDOOR VENDING ON PRIVATE PROPERTY) AND MAKING RELATED AMENDMENTS, ADDING A NEW CHAPTER 8.60 PERTAINING TO OUTDOOR VENDING ON PUBLIC PROPERTY, AMENDING SECTION 12.04.060 PERTAINING TO VENDING IN CITY PARKS, AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (LONG RANGE PLANNING PROJECT NO. LR18-1663) 5. Approve Annual Renewal of Various Insurance Policies Recommendation: That the City Council: 1. Approve the insurance policy renewal for Excess Liability insurance with AIX Specialty Insurance Company, in the amount of $164,294.57, for the period of July 1, 2019 to July 1, 2020; 2. Approve the insurance policy renewal for Excess Workers' Compensation insurance with New York Marine and General Insurance Company, in the amount of $50,054.00, for the period of July 1, 2019 to July 1, 2020; 3. Approve the insurance policy renewal for Property & Equipment Breakdown insurance with American Home Assurance Company, in the amount of $101,000.00 for the period of July 1, 2019 to July 1, 2020; 4. Approve the insurance policy renewal for Difference In Conditions (Earth Movement and Flood) insurance with Arrowhead in the amount of $181,558.73, for the period of July 1, 2019 to July 1, 2020; 5. Approve the insurance policy renewal for Auto Physical Damage insurance with Hanover Insurance Company, in the amount of $5,868.00, for the period of July 1, 2019 to July 1, 2020; 6. Approve the insurance policy for Cyber Risk insurance with ACE American Insurance Company (Chubb), in the amount of $9,105.00, for the period of July 1, 2019 to July 1, 2020; 7. Approve the insurance policy for Crime insurance with Hanover Insurance Company, in the amount of $2,548.00, for the period of July 1, 2019 to July 1, 2020; 8. Approve the insurance policy for Pollution/Environmental Legal Liability insurance with Indian Harbor Insurance (XL Catlin), in the amount of $13,390.20, for the period of July 1, 2019 to July 1, 2020; 9. Approve the insurance policy for Volunteer Accident insurance with Berkley Accident & Health, in the amount of $557.00, for the period of July 1, 2019 to July 1, 2020; 10. Approve the insurance policy for Standalone Terrorism Liability, Business Interruption, and Property Damage insurance with Lloyd's / Beazley, in the amount of $8,276.64, for the period of July 1, 2019 to July 1, 2020. 6. Approve the First Amendment to the Service Agreement with Vesta Solutions, Inc. for Access to the Vesta Communicator and Vesta Alert Emergency Notification Services Recommendation: That the City Council: 1. Approve the First Amendment to the Service Agreement with Vesta Solutions, Inc. for access to the Vesta Communicator and Vesta Alert Emergency Notification Services in an amount not to exceed $27,450 per year, or $82,350 for the duration of the agreement; 2. Authorize the City Manager to approve change orders up to 10% of the service charge per year. 7. Approve Agreements with Lucity, Inc. and ESRI for the Purchase and Implementation of Lucite Asset Management and Related Software Recommendation: That the City Council: 1. Approve an agreement with Lucity, Inc. for the purchase, implementation, and five-year maintenance and support of Lucity Asset Management Software, in an amount not to exceed $362,598; 2. Authorize the City Manager to approve contract change orders of up to 10% of the $190,460 cost for Lucity implementation services, or $19,046; 3. Approve an Enterprise License Agreement with ESRI for GIS Software for $58,000 per year for three years, for a total not to exceed $174,000. 8. Approve Fiscal Year 2019-20 Schedule of Solid Waste and Recycling Rates Pursuant to Franchise Agreement with CR&R, Inc. Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 19-33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING SOLID WASTE AND RECYCLING RATES FOR FISCAL YEAR 2019-20 9. Approve the Third Amendment to the Disposition and Development Agreement for the Town Square Marketplace Development Between the Successor Agency to the Temecula Redevelopment Agency, the City of Temecula, and Town Square Marketplace Old Town, LLC. Located at APNs 922-360-004, 005, 006, 007 Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 19-34 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND 10. 11. 12. AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC CONVEYING APPROXIMATELY ONE ACRE OF PROPERTY LOCATED ON MAIN STREET WEST OF MERCEDES STREET Approved the Staff Recommendation (4-0, Naggar abstain): Motion by Edwards, Second by Stewart. The electronic vote reflected unanimous approval with Naggar abstaining. Mayor Naggar abstained from this item. There was a potential conflict of interest for him with respect to the principal of the buyer, Mr. Truax, although it turned out not to be a conflict. In the abundance of caution, Mayor Naggar elected not to participate in order to avoid the appearance of impropriety. Since both the City Council and Successor Agency items are on the Consent Calendar, he did not need to leave the dais unless the item was removed from the Consent Calendar which it was not and his abstention is reflected in the vote. Approve Tract Map 37368 (Located on the East Side of Butterfield Stage Road Between Calle Chapos and Murrieta Hot Springs Road) Recommendation: That the City Council: 1. Approve Tract Map 37368 in conformance with the Conditions of Approval; 2. Approve the Subdivision Improvement and Monumentation Agreements with the Developer; 3. Authorize the City Manager to execute the agreements on behalf of the City. Approve the Specifications and Authorize Solicitation to the Prequalified Bidders List for the Construction of the Ronald Reagan Sports Park Pump Track, PW 18-04 Recommendation: That the City Council: 1. Approve the contract documents for the Ronald Reagan Sports Park Pump Track PW 18-04; and 2. Approve the list of prequalified bidders; and 3. Authorize the Department of Public Works to solicit construction bids from the list of prequalified bidders. Approve the Minor Construction Services Agreement with TWM Roofing, Inc., for the Park Restrooms Renovation, Expansion and ADA Improvements Project, PW 17-06 Recommendation: That the City Council: 1. Approve the Minor Construction Services Agreement with TWM Roofing, Inc., in the amount of $39,948.55, for the Park Restrooms Renovation, Expansion and Americans with Disability Act (ADA) Improvements Project, PW17-06; 2. Authorize the City Manager to approve change orders up to 10% of the agreement amount, $3,994.86. RECESS: At 8:25 PM, the City Council recessed and convened as the Temecula Community Services District Meeting and Successor Agency of the Temecula Redevelopment Agency Meeting. At 8:28 PM, the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL BUSINESS 16. Introduce Public Safety Alarm Systems Ordinance and Adopt Related Fee Resolution (At the Request of Council Member Rahn) Recommendation: That the City Council: 1. Introduce and read by title only an ordinance entitled: ORDINANCE NO. 19-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADDING CHAPTER 9.60 TO THE TEMECULA MUNICIPAL CODE ESTABLISHING REGULATIONS FOR THE OPERATIONS OF PUBLIC SAFETY ALARM SYSTEMS 2. Adopt a resolution entitled: RESOLUTION NO. 19-35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING PUBLIC SAFETY FALSE ALARM RESPONSE FEES Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Rahn. The electronic vote reflected unanimous approval. JOINT MEETING OF THE CITY COUNCIL, COMMUNITY SERVICES DISTRICT AND SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY 17. Approve Fiscal Years 2020-24 Capital Improvement Program _ (CIP) and Adopt Fiscal Year 2019-20 CIP and Annual Operating Budgets for the City of Temecula, the Temecula Community Services District (TCSD) and the Successor Agency to the Redevelopment Agency (SARDA) Recommendation: That the City Council/Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. 19-36 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE CAPITAL IMPROVEMENT PROGRAM FOR FISCAL YEARS 2020-24 AND ADOPTING THE CAPITAL IMPROVEMENT PROGRAM BUDGET FOR FISCAL YEAR 2019-20 2. Adopt a resolution entitled: RESOLUTION NO. CSD 19-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ADOPTING THE FISCAL YEAR 2019-20 ANNUAL OPERATING BUDGET, ESTABLISHING CONTROLS ON CHANGES IN APPROPRIATIONS, ESTABLISHING CONTRACT AUTHORITY OF THE GENERAL MANAGER, ESTABLISHING LAWSUIT SETTLEMENT AUTHORITY OF THE GENERAL MANAGER 3. Adopt a resolution entitled: RESOLUTION NO. SARDA 19-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE CAPITAL IMPROVEMENT PROGRAM FISCAL YEARS 2020-24, ADOPTING THE CAPITAL IMPROVEMENT PROGRAM BUDGET FOR FISCAL YEAR 2019-20, ADOPTING THE FISCAL YEAR 2019-20 ANNUAL OPERATING BUDGET AND ESTABLISHING CONTROLS ON CHANGES IN APPROPRIATIONS 4. Adopt a resolution entitled: RESOLUTION NO. 19-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE FISCAL YEAR 2019-20 ANNUAL OPERATING BUDGET, ESTABLISHING CONTROLS ON CHANGES IN APPROPRIATIONS, ESTABLISHING CONTRACT AUTHORITY OF CITY MANAGER, ESTABLISHING LAWSUIT SETTLEMENT AUTHORITY OF CITY MANAGER 5. Adopt a resolution entitled: RESOLUTION NO. 19-38 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA REVISING THE SCHEDULE OF AUTHORIZED POSITIONS AND SALARY SCHEDULE 6. Adopt a resolution entitled: RESOLUTION NO. 19-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2019-20 Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Stewart. The electronic vote reflected unanimous approval. There were a few items in the proposed City budget that provide some funding for joint projects with the Temecula Valley Unified School District, including: (1) partial funding of school crossing guards; (2) funding for maintenance for school fields and pools subject to joint use agreements with the City; and (3) and partial funding of City programs that complement the school district's Career Technical Education or CTE programs. Council Member Edwards is an employee of the school district and Council Member Schwank was an employee of the school district through the end of this school year. Neither Council Member Edwards or Council Member Schwank participated in the development or administration of these programs on behalf of the school district and both do not have conflicts of interest with respect to the approval of the budget. In an abundance of caution, both registered an abstention on these particular items included in the budget approvals. Said abstention is reflected in this motion. Both did not need to leave the dais. 18. Approve Employment Agreements with Executive Staff Members, Authorize City Manager to Establish and Amend Employment Agreements with Executive Staff Members, and Approve Amended and Restated Management Compensation Plan for Unrepresented Employ Recommendation: That the City Council: 1. Approve employment agreements with executive staff members; 2. Authorize City Manager to establish and amend employment agreements with executive staff members; and 3. Approve Amended and Restated Management Compensation Plan for Unrepresented Employees. Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Schwank. The electronic vote reflected unanimous approval. 19. Approve the Third Amendment to City Manager Aaron Adams' Employment Agreement Recommendation: That the City Council approve the Third Amendment to City Manager Aaron Adams' Employment Agreement. Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Rahn. The electronic vote reflected unanimous approval. DEPARTMENTAL REPORTS COMMISSION REPORTS PUBLIC SAFETY REPORT CITY MANAGER REPORT CITY ATTORNEY REPORT The City Attorney stated there was no reportable actions for closed session. Mayor Naggar did not participate in Closed Session. There was a potential conflict of interest for him with respect to the principal of the buyer, Mr. Truax, although it turned out not to be a conflict. In the abundance of caution, Mayor Naggar elected not to participate in order to avoid the appearance of impropriety. ADJOURNMENT At 9:58 PM, the City Council meeting was formally adjourned to Tuesday, June 25, 2019, at 5:30 PM for Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Item No. 3 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: June 25, 2019 SUBJECT: Approve the List of Demands PREPARED BY: Pascale Brown, Fiscal Services Manager Pam Espinoza, Accounting Technician I RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $5,943,558.70. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 251h day of June, 2019. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 19- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 25t' day of June, 2019, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk CITY OF TEMECULA LIST OF DEMANDS 05/30/2019 TOTAL CHECK RUN: 06/06/2019 TOTAL CHECK RUN: 05/30/2019 TOTAL PAYROLL RUN: 06/06/2019 TOTAL PAYROLL RUN: 4,116,615.41 1,171,451.33 473,608.46 181,883.50 TOTAL LIST OF DEMANDS FOR 06/25/2019 COUNCIL MEETING: $ 5,943,558.70 DISBURSEMENTS BY FUND: CHECKS: CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 2,745,634.27 140 COMMUNITY DEV BLOCK GRANT 340.77 165 AFFORDABLE HOUSING 2,999.47 190 TEMECULA COMMUNITY SERVICES DISTRICT 241,725.06 192 TCSD SERVICE LEVEL B STREET LIGHTS 182.26 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 12,218.94 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 15,914.44 197 TEMECULA LIBRARY FUND 10,866.57 210 CAPITAL IMPROVEMENT PROJECTS FUND 2,095,218.04 300 INSURANCE FUND 1,586.46 305 WORKERS' COMPENSATION 346.67 310 VEHICLE AND EQUIPMENT FUND 4,403.61 320 INFORMATION TECHNOLOGY 49,885.03 330 CENTRAL SERVICES 13,458.97 340 FACILITIES 14,376.65 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 93.57 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 93.53 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 93.57 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 93.57 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 93.57 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 93.57 478 CFD 16-01 RORIPAUGH PHASE II 200.97 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,767.52 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 2,199.81 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,791.36 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 501.99 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 2,226.39 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 1,254.53 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 951.40 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 7,150.86 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 158.36 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 743.26 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 140.61 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 3,507.09 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,428.13 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 978.11 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 575.75 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 4,888.32 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 119.96 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 5,972.37 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 2,507.90 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 6,367.33 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 11,041.41 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 251.93 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 284.71 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 6,683.36 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 2,374.88 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 63.37 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 351.09 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 10,766.69 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 98.69 $ 5,288,066.74 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 409,495.20 140 COMMUNITY DEV BLOCK GRANT 695.94 165 AFFORDABLE HOUSING 5,729.17 190 TEMECULA COMMUNITY SERVICES DISTRICT 161,603.87 192 TCSD SERVICE LEVEL B STREET LIGHTS 391.42 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,378.76 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 304.19 197 TEMECULA LIBRARY FUND 1,976.41 300 INSURANCE FUND 680.72 305 WORKERS' COMPENSATION 680.73 320 INFORMATION TECHNOLOGY 56,839.38 330 CENTRAL SERVICES 3,480.05 340 FACILITIES 9,313.26 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 211.37 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 211.39 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 211.37 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 211.37 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 211.37 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 211.37 478 CFD 16-01 RORIPAUGH PHASE II 473.63 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 1.84 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 26.01 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 15.39 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 3.69 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 26.08 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 11.52 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 13.94 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 134.70 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 2.15 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 7.38 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 2.60 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 81.54 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 16.98 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 6.29 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 5.86 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 18.91 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 0.53 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 77.81 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 40.66 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 104.65 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 177.35 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 3.04 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 6.09 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 141.40 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 36.30 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 1.96 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 6.08 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 207.20 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 3.04 TOTAL BY FUND: 655,491.96 $ 5,943,558.70 apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 6398 05/08/2019 014486 VERIZON WIRELESS 03/16-04/15 7,939.49 7,939.49 CELLULAR/BROADBAND:CITYWIDE 6399 05/30/2019 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 899.07 899.07 SUPPORT 6400 05/30/2019 000194 I C M A RETIREMENT -PLAN ICMA-RC LOAN REPAYMENT PAYMENT 829.73 829.73 303355 6401 05/30/2019 000444 INSTATAX (EDD) STATE TAXES PAYMENT 21,740.63 21,740.63 6402 05/30/2019 000283 INSTATAX (IRS) FEDERAL TAXES PAYMENT 75,169.15 75,169.15 6403 05/30/2019 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 3,913.00 3,913.00 SOLUTION PAYMENT 6405 05/14/2019 001212 SO CALIF GAS COMPANY APR 133-040-7373-0 43210 BUS PARK 18.62 18.62 DR 6406 05/14/2019 001212 SO CALIF GAS COMPANY APR 028-025-1468-3 41375 MCCABE CT 39.11 39.11 6407 05/14/2019 001212 SO CALIF GAS COMPANY APR 060-293-3315-7 28922 PUJOL ST 46.67 46.67 6408 05/14/2019 001212 SO CALIF GAS COMPANY APR 101-525-0950-0 28816 PUJOL ST 67.15 67.15 6409 05/14/2019 001212 SO CALIF GAS COMPANY APR 098-255-9828-8 29119 MARGARITA 68.73 68.73 RD 6410 05/14/2019 001212 SO CALIF GAS COMPANY APR 117-188-6393-6 32131 S LOOP RD 86.86 86.86 6411 05/14/2019 001212 SO CALIF GAS COMPANY APR 196-025-0344-3 42081 MAIN ST 91.48 91.48 6412 05/14/2019 001212 SO CALIF GAS COMPANY APR 129-582-9784-3 43230 BUS PARK 97.36 97.36 DR 6413 05/14/2019 001212 SO CALIF GAS COMPANY APR 181-383-8881-6 28314 MERCEDES 145.55 145.55 ST 6414 05/14/2019 001212 SO CALIF GAS COMPANY APR 021-725-0775-4 41845 6TH ST 196.61 196.61 6415 05/14/2019 001212 SO CALIF GAS COMPANY APR 091-024-9300-5 30875 RANCHO 219.27 219.27 VISTA Page-1 apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 2 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 6416 05/14/2019 001212 SO CALIF GAS COMPANY APR 026-671-2909-8 42051 MAIN ST 240.83 240.83 6417 05/14/2019 001212 SO CALIF GAS COMPANY APR 129-535-4236-7 41000 MAIN ST 1,412.80 1,412.80 6418 05/24/2019 018858 FRONTIER CALIFORNIA INC MAY INTERNET SVCS-EXTERNAL DMV 111.84 111.84 LINE 6419 05/23/2019 000262 RANCHO CALIF WATER VARIOUS APR WATER 3003545 N GEN 16,483.85 16,483.85 DISTRICT KEARNY 195545 05/30/2019 021207 2THRIVE MEDIA, DBA LOCO PROMO MATERIALS:COMMUNITY 197.10 197.10 CANOPIES RELATIONS 195546 05/30/2019 013582 ADVANTAGE MAILING LLC, DBA PRINTING:TCSD BI-ANNUAL ACTIVITY 25,522.33 25,522.33 ADVANTAGE GUIDE 195547 05/30/2019 006915 ALLIES PARTY EQUIPMENT, LINEN RENTAL:D/D DATE NIGHT 290.96 290.96 RENTAL INC 5/10/19 195548 05/30/2019 013015 ALWAYS RELIABLE BACKFLOW TESTINGS: VAR PARKS & 54.00 BACKFLOW, AKA NANETTE MEDIANS SEMAN BACKFLOW TESTING: VARI SLOPES 27.00 81.00 195549 05/30/2019 004422 AMERICAN BATTERY SUPPLIES & BATTERIES: CIVIC CTR 169.06 169.06 CORPORATION, DBA:AMERICAN BATTERY SUP 195550 05/30/2019 004240 AMERICAN FORENSIC NURSES PHLEBOTOMY SRVCS:TEMECULA 165.00 AFN POLICE JUN '19 STAND BY FEE: POLICE 1,300.00 PHLEBOTOMY SRVCS:TEMECULA POLIC 1,075.00 PHLEBOTOMY SRVCS:TEMECULA POLIC 55.00 PHLEBOTOMY SRVCS:TEMECULA POLIC 885.00 3,480.00 195551 05/30/2019 018941 AZTEC LANDSCAPING INC APR JANITORIAL SVCS: VARI PARKS 7,555.63 APR PARKS: RESTROOM POWER WASH 1,072.50 8,628.13 195552 05/30/2019 017149 B G P RECREATION INC TCSD INSTRUCTOR EARNINGS 5,497.80 TCSD INSTRUCTOR EARNINGS 3,880.80 TCSD INSTRUCTOR EARNINGS 3,704.40 13,083.00 195553 05/30/2019 019709 BAGDASARIAN, NADYA REIMB:TEAM PACE EVENT 5/16/19 50.13 50.13 195554 05/30/2019 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS:LIBRARY 30.47 BOOK COLLECTIONS:LIBRARY 15.18 BOOK COLLECTIONS:LIBRARY 351.42 BOOK COLLECTIONS:LIBRARY 919.44 1,316.51 Paget apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195555 05/30/2019 006254 BALLET FOLKLORICO, AKA TCSD INSTRUCTOR EARNINGS 58.80 LORENA HANCOCK TCSD INSTRUCTOR EARNINGS 161.70 TCSD INSTRUCTOR EARNINGS 220.50 441.00 195556 05/30/2019 015592 BAMM PROMOTIONAL JACKETS:SAMPLES FOR CITY 30TH 815.63 815.63 PRODUCTS INC ANNIVERSAR 195557 05/30/2019 004412 COMPLETE TENNIS CAMP, TCSD INSTRUCTOR EARNINGS 369.60 369.60 CTC TENNIS, AKA KERRY LE 195558 05/30/2019 002945 CONSOLIDATED ELECTRICAL MISC ELECTRICAL SUPPLIES: FOC 376.82 376.82 DIST 195559 05/30/2019 001264 COSTCO TEMECULA 491 THEATER HOSPITALITY & OFFICE 111.00 111.00 SUPPLIES 195560 05/30/2019 004329 COSTCO TEMECULA 491 SUPPLIESWEMORIAL DAY EVENT 249.54 SUPPLIES:SISTER CITIES PRGM 69.40 SUPPLIES:AQUATICS PRGM 169.56 488.50 195561 05/30/2019 010650 CRAFTSMEN PLUMBING & VARIOUS PARKS: MISC REPAIRS 676.86 676.86 HVAC INC 195562 05/30/2019 011870 CRIME SCENE STERI-CLEAN, BIO WASTE STORAGE 350.00 350.00 LLC BIN/DELIVERY:CRC 195563 05/30/2019 020436 CRONBERG, RICHARD N TCSD INSTRUCTOR EARNINGS 140.00 140.00 195564 05/30/2019 021243 CURTIS, CANDACE REFUND: LIBRARY SMARTPAY 27.00 27.00 195565 05/30/2019 001233 DANS FEED AND SEED INC MISC SUPPLIES: PW ST MAINT 10.41 10.41 195566 05/30/2019 021192 DATA STUDIOS LLC, DBA PITCH PORTABLE PITCHING 3,642.21 3,642.21 PRO DIRECT MOUNDS:SPORTS 195567 05/30/2019 001393 DATATICKET INC, DBA APR CITE PROCESSING SRVC/ADMIN 200.00 200.00 REVENUE EXPERTS HEARINGS 195568 05/30/2019 002990 DAVID TURCH AND MAY'19 FEDERAL LOBBYING SVCS 3,500.00 3,500.00 ASSOCIATES 195569 05/30/2019 003945 DIAMOND ENVIRONMENTAL TEMECULA ELEM POOL: TEMP 259.63 259.63 SRVCS RESTROOMS Page.-3 apChkLst Final Check List Page: 4 05/30/2019 2:21:45PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 195570 05/30/2019 004192 DOWNS ENERGY FUEL 195571 05/30/2019 001056 EXCEL LANDSCAPE INC (Continued) Description FUEL FOR CITY VEHICLES: TCSD FUEL FOR CITY VEHICLES: PW TRAFFIC FUEL FOR CITY VEHICLES: PW PARKS FUEL FOR CITY VEHICLES: PW STREET: FUEL FOR CITY VEHICLES: CODE ENFOI FUEL FOR CITY VEHICLES: BLDG & SAFI FUEL FOR CITY VEHICLES: POLICE FUEL FOR CITY VEHICLES: FIRE PREV FUEL FOR CITY VEHICLES: PUBLIC WOF IRRIGATION REPAIRS: VARI LOCATIONS DUCK POND: PLANT INSTALLATION APR LDSCP MAINT: FACILITIES LDSCP IMPROVEMENTS: VARI LOCATIOI IRRIG REPAIRS: VARIOUS LOCATIONS IRRIG REPAIR: VAR LDSCP MEDIANS 195572 05/30/2019 000165 FEDERAL EXPRESS INC 5/2 EXPRESS MAIL SERVICES 5/9-13 EXPRESS MAIL SERVICES 195573 05/30/2019 002982 FRANCHISE TAX BOARD KRACH, BREE - CASE# 603016103 195574 05/30/2019 003946 G T ENTERTAINMENT, AKA DJ/MC:HIGH HOPES SPRING GEOFFREY GAIER SHOWCASE 195575 05/30/2019 021094 GET AIR OF TEMECULA LLC, SUMMER DAY CAMP EXCURSION:CSD DBA GETAIR OF TEMECULA 195576 05/30/2019 000186 HANKS HARDWARE INC VARIOUS TOOLS & EQUIPMENT:TVM MAINT SUPPLIES: VARI PARKS 195577 05/30/2019 020766 HARVARD BUSINESS REVIEW ANNUAL SUBSCR:K.H. 0010023000 195578 05/30/2019 015686 HEARTBEATS ENTERTAIN MENT:SKIP EVENT 5/8 195579 05/30/2019 003198 HOME DEPOT SMALL TOOLS - STA 95 195580 05/30/2019 010210 HOME DEPOT SUPPLY INC MAINT SUPPLIES: CIVIC CTR MAINTENANCE SUPPLIES:TCC MAINT SUPPLIES: CIVIC CTR SMALL TOOLS: CIVIC CTR 195581 05/30/2019 020635 JACOB JONAS THE COMPANY THEATER PERFORMANCE: JUN 1, 2019 INC Amount Paid Check Total 609.02 167.88 1,304.38 1,198.40 194.41 115.92 9.65 47.15 331.41 1,021.27 700.00 12,339.84 5,983.65 1,354.97 453.67 21.92 58.19 2.18 350.00 209.00 15.94 26.01 99.00 280.00 333.31 96.30 304.17 747.33 303.39 5,000.00 3,978.22 21,853.40 80.11 2.18 350.00 209.00 41.95 99.00 280.00 333.31 1,451.19 5,000.00 Page:4 apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195582 05/30/2019 000820 K R W &ASSOCIATES ENG PLAN CK & REVIEW: LAND DEV 4,130.00 4,130.00 195583 05/30/2019 017118 KRACH BREE B, DBA TROPHIES:STREET PAINTING 8.70 TEMECULA TROPHY& DES FESTIVAL CREDIT: TAX WITHHOLDING CASE 60301 -2.18 6.52 195584 05/30/2019 020488 LANGUAGE PEOPLE, INC TRANSLATION SRVCS:CITY CLERK 900.00 900.00 3/15/19 195585 05/30/2019 013982 M C I COMM SERVICE MAY XXX-0714 GEN USAGE:PD MALL 35.25 ALARM MAY XXX-0346 GENERAL USAGE 33.65 68.90 195586 05/30/2019 004141 MAINTEX INC CLEANING SUPPLIES: VARI FACILITIES 1,266.61 1,266.61 195587 05/30/2019 000217 MARGARITA OFFICIALS ASSN APR OFFICIATING SERVICES:SPORTS 3,192.00 PRGM MAR OFFICIATING SERVICES:SPORTS F 3,306.00 6,498.00 195588 05/30/2019 017427 MATCHETT, VIVIAN TCSD INSTRUCTOR EARNINGS 218.40 TCSD INSTRUCTOR EARNINGS 218.40 436.80 195589 05/30/2019 013443 MIDWEST TAPE LLC BOOK COLLECTIONS:LIBRARY 206.78 206.78 195590 05/30/2019 021169 MOKSHA IMPORTS MERCHANDISE ITEMS:TVM GIFT SHOP 598.00 598.00 195591 05/30/2019 020355 OAKHILLACADEMY REFUND: BUSINESS LICENSE FEE 35.00 35.00 (NON 195592 05/30/2019 021121 OCCUPATIONAL HEALTH CTR MEDICAL SCREENINGS: HUMAN 50.00 OF CA, DBA CONCENTRA RESOURCES MEDICAL CTR MEDICAL SCREENINGS: HUMAN RESOUI 221.00 271.00 195593 05/30/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:BLDG & 1,345.28 1,345.28 SAFETY 195594 05/30/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:PW CIP 159.94 CITY VEHICLE MAINT SVCS:PW STREET 231.53 CITY VEHICLE MAINT SVCS:PW PARKS 628.30 CITY VEHICLE MAINT SVCS:PW FACILITI 297.03 CITY VEHICLE MAINT SVCS:PW FACILITI 359.93 CITY VEHICLE MAINT SVCS:PW FACILITI 41.63 CITY VEHICLE MAINT SVCS:PW PARKS 39.64 CITY VEHICLE MAINT SVCS:PW PARKS 46.71 CITY VEHICLE MAINT SVCS:PW FACILITI 184.88 1,989.59 195595 05/30/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:FIRE PREV 38.09 38.09 Pages apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195596 05/30/2019 013198 ORTENZO-HAYES, KRISTINE TCSD INSTRUCTOR EARNINGS 470.40 TCSD INSTRUCTOR EARNINGS 470.40 TCSD INSTRUCTOR EARNINGS 470.40 TCSD INSTRUCTOR EARNINGS 470.40 TCSD INSTRUCTOR EARNINGS 882.00 TCSD INSTRUCTOR EARNINGS 985.60 TCSD INSTRUCTOR EARNINGS 985.60 4,734.80 195597 05/30/2019 011549 POWER SPORTS UNLIMITED, VEHICLE MAINT & REPAIR: TEM 763.45 DBA BMW MOTORCYCLES OF POLICE NO VEHICLE MAINT & REPAIR: TEM POLICE 342.58 VEHICLE MAINT & REPAIR: TEM POLICE 791.17 1,897.20 195598 05/30/2019 000254 PRESS ENTERPRISE JUN SUBSCR:PW 180905656 22.68 22.68 COMPANY INC 195599 05/30/2019 021107 PUBLIC ADVERTISING AGENCY DESIGN SVCS:TEMECULA MAGAZINE 7,546.33 7,546.33 INC 195600 05/30/2019 021220 QUIROZ, ADALBERTO, DBA PW APPRECIATION LUNCHEON 4/24/19 200.00 200.00 QUIROZ TACOS 195601 05/30/2019 000947 RANCHO REPROGRAPHICS REPROGRAPHIC SERVICES:BTRFLD 80.81 80.81 STG RD PH I 195602 05/30/2019 017124 RAYA, SERGIO COMPUTER PURCHASE PRGM 2,000.00 2,000.00 195603 05/30/2019 000418 RIVERSIDE CO CLERK & APR RECORDING FEE:CIP 8.00 8.00 RECORDER 195604 05/30/2019 000267 RIVERSIDE CO FIRE FPARC-TM, 233314, 18-19, Q3 1,839,198.71 1,839,198.71 DEPARTMENT 195605 05/30/2019 014710 RIVERSIDE CO REG PRK OPN EXCURSION:SUMMER DAY CAMP 100.00 100.00 SPACE, DIST/SANTAROSA 6/11/19 PLATEAU 195606 05/30/2019 000406 RIVERSIDE CO SHERIFFS FY18/19 POLICE FACILITY EXPENSES 328,760.32 328,760.32 DEPT 195607 05/30/2019 000277 S ANDS WORLDWIDE INC SUPPLIES:CRC DAY CAMP 819.79 819.79 195608 05/30/2019 000278 SAN DIEGO UNION -TRIBUNE APR PUBLIC NTCS:CITY 2,914.93 2,914.93 CLERK/PLNG/PW 195609 05/30/2019 000278 SAN DIEGO UNION -TRIBUNE JUN SUBSCR:FINANCE 47545664 43.38 43.38 Page.-6 apChkLst 05/30/2019 2:21:45PM Final Check List CITY OF TEMECULA Page: 7 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195610 05/30/2019 000645 SMART AND FINAL INC MISC SUPPLIES: MEMORIAL DAY 116.89 116.89 EVENT 195611 05/30/2019 000537 SO CALIF EDISON CITYWIDE STREETLIGHT ACQUISITION 1,645,083.86 1,645,083.86 PHI 195612 05/30/2019 000519 SOUTH COUNTY PEST PEST CONTROL SRVCS:FIRE STN 95 80.00 CONTROL INC PEST CONTROL SRVCS:FIRE STN 73 68.00 148.00 195613 05/30/2019 000293 STADIUM PIZZA INC REFRESHMENTS: YAC 5/8/19 134.73 REFRESHMENTS:AQUATICS EVENT 5/17 363.68 498.41 195614 05/30/2019 008337 STAPLES BUSINESS CREDIT OFFICE SUPPLIES:POLICE MALL 163.46 STOREFRONT OFFICE SUPPLIES:POLICE MALL STORE 9.68 OFFICE SUPPLIES:POLICE MALL STORE 17.93 OFFICE SUPPLIES:POLICE MALL STORE 25.99 OFFICE SUPPLIES:LIBRARY 24.12 OFFICE SUPPLIES:LIBRARY 3.49 OFFICE SUPPLIES:LIBRARY 30.87 OFFICE SUPPLIES:LIBRARY 89.35 OFFICE SUPPLIES:LIBRARY 21.58 OFFICE SUPPLIES:TCSD ADMIN 252.68 OFFICE SUPPLIES:LIBRARY 21.63 OFFICE SUPPLIES:LIBRARY 26.09 OFFICE SUPPLIES:LIBRARY 40.01 CREDIT:OFFICE SUPPLIES/CRC -14.22 OFFICE SUPPLIES:CRC 14.22 OFFICE SUPPLIES:CRC 21.96 OFFICE SUPPLIES:CRC 133.50 SUPPLIES:SKATE PARK 3.18 SUPPLIES:SKATE PARK 13.02 SUPPLIES:SKATE PARK 22.49 921.03 195615 05/30/2019 019179 TEMECULA MAP GUIDE, AD TEMECULA MAP GUIDE SPR/SMR 395.00 395.00 SIMONES HOLDINGS, INC. 19 195616 05/30/2019 009948 TEMECULA PERFORMING "WE WILL ROCK YOU" 5/10-19/19 22,471.02 22,471.02 ARTS CO 195617 05/30/2019 000919 TEMECULA VALLEY UNIFIED REFUND: CANCELLED CRC POOL 260.00 260.00 SCHOOL, DISTRICT PARTY 5/31/19 195618 05/30/2019 003849 TERRYBERRY COMPANY SERVICE AWARDS: HR 293.10 293.10 195619 05/30/2019 019100 TNT ENTERTAINMENT GROUP DXANNOUNCER SVCS:SYMPHONY 6,150.00 6,150.00 LLC 5/25 Page:? apChkLst Final Check List Page: 8 05/30/2019 2:21:45PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195620 05/30/2019 010169 UNITED TOWING SERVICE INC TOWING SERVICES: TEM POLICE 195621 05/30/2019 008977 VALLEY EVENTS INC ENTERTAINMENT:AOTW 6/7 & REPTILE SHOW 195622 05/30/2019 011114 VERBANIC, CARL, DBA CARL'S RFRSHMNTS:DADDY/DAUGHTER DATE HAWAIIAN SHAVE NIGHT 195623 05/30/2019 007987 WALMART SUPPLIES:TVM SUPPLIES:TVM 195624 05/30/2019 013286 WEST SAFETY SERVICES INC MAY ENTERPRISE 911 SVC: IT 195625 05/30/2019 017053 WOHLFORD CHAD TYLER DBA, CONSULTING SRVCS:COSTALLOC & WOHLFORD CONSULTING USER FEE Amount Paid Check Total 124.50 124.50 1,300.00 1,300.00 1,140.00 1,140.00 114.67 58.37 173.04 300.00 300.00 3,400.00 3,400.00 Grand total for UNION BANK: 4,116,615.41 Page:8 apChkLst Final Check List Page: 9 O5/30/2019 2:21:45PM CITY OF TEMECULA 102 checks in this report. Grand Total All Checks: 4,116,615.41 Page9 apChkLst O6/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 6404 06/06/2019 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 104,173.12 104,173.12 RETIREMENT) 6420 05/30/2019 017885 TRANSAMERICAN MAILING TCSD RATES AND CHARGES MAILING 10,963.44 10,963.44 AND, FULFILLMENT INC 2019 6421 05/24/2019 007282 AMAZON COM INC, MISC OFC SUPPLIES:FINANCE 47.10 SYNCB/AMAZON MISC OFC SUPPLIES:FINANCE 59.59 106.69 6422 05/28/2019 007282 AMAZON COM INC, OFC SUPPLIES: MAINT: PW 246.22 246.22 SYNCB/AMAZON 6423 06/06/2019 000194 1 C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 3,324.69 3,324.69 303355 PAYMENT 6424 06/06/2019 000444 INSTATAX (EDD) STATE TAXES PAYMENT 14,176.97 14,176.97 6425 06/06/2019 000283 INSTATAX (IRS) FEDERAL TAXES PAYMENT 42,575.00 42,575.00 6426 06/06/2019 000246 PERS (EMPLOYEES' FY 18/19 GASB REPORT 2,250.00 2,250.00 RETIREMENT) 6427 05/28/2019 010276 TIME WARNER CABLE MAY INTERNET SVCS-32380 DEER 586.83 586.83 HOLLOW WY 6428 05/29/2019 010276 TIME WARNER CABLE MAY INTERNET SVCS-28922 PUJOL ST 586.83 586.83 6429 05/29/2019 010276 TIME WARNER CABLE MAY INTERNET SVCS-41845 6TH ST 586.83 586.83 6430 05/29/2019 018858 FRONTIER CALIFORNIA INC MAY INTERNET SVCS-SKATE PK & 216.23 216.23 MPSC 6431 05/29/2019 018858 FRONTIER CALIFORNIA INC MAY INTERNET SVCS-CITY HALL 295.98 295.98 Page-1 apChkLst Final Check List Page: 2 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 6432 06/03/2019 007282 AMAZON COM INC, SYNCB/AMAZON 6433 05/24/2019 018858 FRONTIER CALIFORNIA INC 6434 05/30/2019 018858 FRONTIER CALIFORNIA INC 6435 05/30/2019 018858 FRONTIER CALIFORNIA INC 6436 05/30/2019 018858 FRONTIER CALIFORNIA INC 6437 05/17/2019 000537 SO CALIF EDISON 6438 05/17/2019 000537 SO CALIF EDISON 6439 05/17/2019 000537 SO CALIF EDISON 6440 05/17/2019 000537 SO CALIF EDISON 6441 05/17/2019 000537 SO CALIF EDISON 6442 05/20/2019 000537 SO CALIF EDISON (Continued) Description Amount Paid Check Total BOOKS/COLLECTIONS:LIBRARY 147.00 SUPPLIES:AQUATICS 52.19 SUPPLIES:SPECIAL EVENTS 8.95 SUPPLIES:SPECIAL EVENTS 99.80 BOOKS/COLLECTIONS:LIBRARY 13.69 SUPPLIES:SPECIAL EVENTS 41.27 SUPPLIES:AQUATICS 110.52 BOOKS/COLLECTIONS:LIBRARY 280.72 SUPPLIES:SPECIAL EVENTS 165.40 SUPPLIES:AQUATICS 146.64 SUPPLIES:TVM &ACE 9.16 Publications:Bldg & Safety 78.97 SUPPLIES:TVM &ACE 15.44 MISC. SUPPLIES: WORKFORCE 41.36 SUPPLIES:HUMAN SVCS PGRMS 72.00 SUPPLIES:HUMAN SVCS PGRMS 76.66 SUPPLIES:TVM &ACE 21.95 ECON DEV: OPEN PO MISC. SUPPLIES 105.01 SUPPLIES:TVM &ACE 134.51 1,621.24 MAY INTERNET SVCS-CHILDREN'S 130.98 130.98 MUSEUM MAY INTERNET SVCS-CITY HALL 2,651.96 2,651.96 MAY INTERNET SVCS-CITY HALL 5,214.33 5,214.33 MAY INTERNET SVCS-SENIOR 150.98 150.98 CENTER APR 2-30-066-2889 30051 RANCHO 12.12 12.12 VISTA APR 2-40-765-3021 28916 PUJOL ST 55.15 55.15 APR 2-40-765-3179 28922 PUJOL ST 75.75 75.75 APR 2-02-351-5281 30875 RANCHO 3,293.82 3,293.82 VISTA APR 2-05-791-8807 31587 TEM PKWY 7,890.87 7,890.87 APR 2-29-223-9571 30395 MURR HOT 22.22 22.22 SPR Paget apChkLst Final Check List Page: 3 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 6443 05/20/2019 000537 SO CALIF EDISON APR 2-41-502-0478 28402 MERCEDES ST 6444 05/20/2019 000537 SO CALIF EDISON APR 2-31-419-2659 26706 YNEZ RD 6445 05/20/2019 000537 SO CALIF EDISON APR 2-29-974-7899 26953 YNEZ RD 6446 05/20/2019 000537 SO CALIF EDISON APR 2-30-608-9384 28582 HARVESTON DR 6447 05/20/2019 000537 SO CALIF EDISON APR 2-28-171-2620 40820 WINCHESTER RD 6448 05/20/2019 000537 SO CALIF EDISON APR 2-36-171-5626 BUTTERFIELD STG RD 6449 05/21/2019 000537 SO CALIF EDISON APR 2-33-237-4818 30499 RANCHO CAL 6450 05/21/2019 000537 SO CALIF EDISON APR 2-26-887-0789 40233 VILLAGE RD 6451 05/21/2019 000537 SO CALIF EDISON APR 2-00-397-5059 33340 CAMINO PIEDRA 6452 05/24/2019 000537 SO CALIF EDISON APR 2-29-974-7568 26953 YNEZ RD 6453 05/24/2019 000537 SO CALIF EDISON APR 2-31-693-9784 26036 YNEZ RD 6454 05/22/2019 002390 EASTERN MUNICIPAL WATER APR WATER:32131 SOUTHLOOP RD DIST 6455 05/22/2019 002390 EASTERN MUNICIPAL WATER APR WATER:39656 DIEGO DR DIST 6456 05/22/2019 002390 EASTERN MUNICIPAL WATER APR WATER:32131 SOUTHLOOP RD DIST 6457 05/22/2019 002390 EASTERN MUNICIPAL WATER APR WATER: 32131 SOUTHLOOP RD DIST 6458 06/04/2019 021148 WEX BANK 4/6/19-5/6/19 FUEL USAGE:POLICE 195626 05/31/2019 000418 RIVERSIDE CO CLERK & NOE:ASPHALT PUMP TRACK/RRSP RECORDER Amount Paid Check Total 48.72 48.72 134.86 134.86 147.74 147.74 338.96 338.96 433.01 433.01 25,959.86 25,959.86 97.48 97.48 2,044.91 2,044.91 7,294.46 7,294.46 120.40 120.40 330.03 330.03 48.60 48.60 133.55 133.55 179.02 179.02 432.13 432.13 210.13 210.13 50.00 50.00 Page3 apChkLst Final Check List Page: 4 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195627 06/06/2019 021079 ALI, MOHAMED REFRESHMENTS: ACE 6/8/19 195628 06/06/2019 010983 ALL AMERICAN SERVICE, AND STREET MAINTENANCE: ASPHALT SUPPLIES SUPPLIES 195629 06/06/2019 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING/MAINT: THEATER DBA, ALLEGRO PIANO SERVICE 195630 06/06/2019 009787 ALTEC INDUSTRIES INC VEHICLE REPAIR & MAINT: PW - TRAFFIC 195631 06/06/2019 013015 ALWAYS RELIABLE ANNUAL BACKFLOW TESTING: BACKFLOW, AKA NANETTE FACILITIES SEMAN 195632 06/06/2019 000936 AMERICAN RED CROSS, LIFEQUARD TRAINING HEALTH AND SAFETY SVCS ITEMS:AQUATICS 195633 06/06/2019 000101 APPLE ONE INC FEB TEMP STAFF SVCS: CLERK/FIRE/PLAN 195634 06/06/2019 019709 BAGDASARIAN, NADYA REIMB: TEAM PACE SUPPLIES 195635 06/06/2019 015592 BAMM PROMOTIONAL SHIRTS & PROMOTIONAL ITEMS:CRC PRODUCTS INC UNIFORM SHIRTS:INFO TECH 195636 06/06/2019 018101 BARN STAGE COMPANY INC STTLMNT: CABARET AT THE MERC: 5/26/19 195637 06/06/2019 013482 BAS SECURITY SECURITY SVC:CITY FACILITIES SECURITY SVCS: CITY FACILITIES 195638 06/06/2019 019840 BELTZ, JON WILLIAM VIDEOGRAPHY & EDITING SRVCS: CM DEPT Videoography 2019 State of the City 195639 06/06/2019 021227 BEMOLL, BRANDI REIMB: SUPPLIES: STATE OF THE CITY REIMB: '19 ICSC CONF: 5/19-5/22/19 195640 06/06/2019 014284 BLAKELYS TRUCK SERVICE, VEHICLE/EQUIP REPAIRS: ST MAINT AKA DONALD W BLAKELY VEHICLE/EQUIP REPAIRS:ST MAINT VEHICLE REPAIR & MAINT: TRAFFIC DIV: VEHICLE/EQUIP REPAIRS:STT MAINT 195641 06/06/2019 021251 CADENZA SCHOOL OF MUSIC REFUND: NON PROFIT RATE FEE DIFFERENCE Amount Paid Check Total 155.70 155.70 140.08 140.08 185.00 185.00 137.88 137.88 54.00 54.00 74.00 74.00 7,131.39 7,131.39 225.00 225.00 2,913.93 108.62 3,022.55 798.00 798.00 1,161.00 2,443.15 3,604.15 200.00 3,750.00 3,950.00 60.20 246.51 306.71 149.72 135.00 313.00 219.60 817.32 168.00 168.00 Page:4 apChkLst 06/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195642 06/06/2019 003138 CAL MAT, DBAVULCAN ASPHALT SUPPLIES: ST MAINT: PW 249.69 249.69 MATERIALS CO 195643 06/06/2019 010939 CALIF DEPT OF INDUSTRIAL 101969 ELEVATOR INSPA3200 BUS 225.00 225.00 PARK DR 195644 06/06/2019 020568 CALIFORNIA WATERS CONSTRUCTION CONTRACT SVCS: 237,791.41 237,791.41 DEVELOPMENT PW18-02 195645 06/06/2019 021054 CANTRELL, TINA J. TCSD INSTRUCTOR EARNINGS 175.00 175.00 195646 06/06/2019 018828 CASC ENGINEERING AND, PERMIT COMPLIANCE SVCS: LAND 9,132.50 9,132.50 CONSULTING INC DEV 195647 06/06/2019 004462 CDW LLC, DBACDW MISC SMALL TOOLS & EQUIP:INFO 322.60 322.60 GOVERNMENT LLC TECH 195648 06/06/2019 020025 CIVIL SOURCE INC APR CONSTRUCTION MGMT SVCS: 6,960.00 PW13-09 APR CONTTR MGMT SVCS: PW15-11 11,280.00 18,240.00 195649 06/06/2019 004412 COMPLETE TENNIS CAMP, TCSD INSTRUCTOR EARNINGS 245.00 245.00 CTC TENNIS, AKA KERRY LE 195650 06/06/2019 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES: PARKING 245.53 245.53 DIST GARAGE 195651 06/06/2019 014521 COSTAR GROUP JUN 19 WEB SUBSCRIPTION:ECO DEV 473.58 473.58 INFORMATION INC 195652 06/06/2019 001264 COSTCO TEMECULA 491 THEATER HOSPITALITY & OFC 178.64 178.64 SUPPLIES 195653 06/06/2019 004329 COSTCO TEMECULA491 MISC SUPPLIES:AQUATICS PGRM 2,958.85 MISC SUPPLIES: MAIN ST PROPERTY 992.18 3,951.03 195654 06/06/2019 017038 CPS HR CONSULTING STAFF TRAINING: HR 4,450.00 4,450.00 195655 06/06/2019 010650 CRAFTSMEN PLUMBING & HARVESTON: INSTALL PRESSURE 3,870.00 HVACINC REGULATOR HARVESTON: REPLACE LIGHTING CONI 330.00 HARVESTON: PLUMBING REPAIRS 480.00 HARVESTON LAKE: FILL VALVE REPAIR 780.00 HISTORY MUSEUM: INSTALL RAIN GUTT 2,830.00 CHILDREN'S MUSEUM: INSTALLAMPS 1,466.25 PLUMBING REPAIRS: CRC 692.00 PLUMBING REPAIRS: MPSC 280.00 10,728.25 Page:5 apChkLst Final Check List Page: 6 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195656 06/06/2019 008533 DAMKO, CHRISTINE REIMB: '19 ICSC CONF: 5/19-5/22/19 195657 06/06/2019 014580 DANCE THEATRE COLLECTIVE, STTLMNT:DANCEXCHANGE: 5/21/19 OF SOUTHERN CALIFORNIA 195658 06/06/2019 012600 DAVID EVANS AND MAR ENG SVCS: PW08-04 SANTA ASSOCIATES INC GERTRUDIS 195659 06/06/2019 003945 DIAMOND ENVIRONMENTAL TEMECULA ELEM POOL: TEMP SRVCS RESTROOMS TEMECULA ELEM POOL: TEMP RESTRO 195660 06/06/2019 019720 DIVERSIFIED WATERSCAPES MAY WTR QUALITY MAINT: VARI INC PARKS 195661 06/06/2019 018247 DOKKEN ENGINEERING APR DSGN SVCS: PW-1507: PARKING 195662 06/06/2019 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: FIRE DEPT 195663 06/06/2019 011202 EMH SPORTS USA INC TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 195664 06/06/2019 021157 ENDURING FITNESS 4U TCSD INSTRUCTOR EARNINGS 195666 06/06/2019 001056 EXCEL LANDSCAPE INC Library: Plant & Irrigation Renovation VARI LOCATIONS: IRRIGATION REPAIRS VARI LOCATIONS: IRRIGATION REPAIRS VARIOUS SLOPES: IRRIGATION REPAIR: VARI LOCATIONS: IRRIG REPAIRS MAY LDSCP MAINT SVC: LVL C SLOPES HARVESTON LK PK: MISC IRRIGATION MAY LDSCP MAINT: FACILITIES MAY LDSCP MAINT SVC: VARI PARKS MAY LDSCP MAINT SVC: VARI PARKS MAY LNDSCP MAINT SRVC:VAR PARKS MAY LDSCP MAINT: LEVEL C SLOPES 195667 06/06/2019 017736 FEAST CALIFORNIA CAFE LLC, RFRSHMNTS: ACE/ART OFF THE DBA CORNER BAKERY CAFE WALLS 195668 06/06/2019 000165 FEDERAL EXPRESS INC 5/16 EXP MAIL SVCS: FINANCE 195669 06/06/2019 014865 FREIZE UHLER KIMBERLY DBA, Uniform Embroidery -Bldg & Safety CLEAR BLUE PROMOTIONS Amount Paid Check Total 477.26 477.26 140.00 140.00 4,360.47 4,360.47 751.51 285.98 1,037.49 6,766.00 6,766.00 7,365.00 7,365.00 86.38 86.38 420.00 1,250.20 490.00 2,160.20 280.00 280.00 4,548.00 1,028.53 1,307.65 2,166.83 740.30 23,981.43 276.58 12,339.84 57,149.37 56,130.42 20,497.82 38,671.35 218,838.12 201.25 201.25 25.61 25.61 89.14 89.14 Page6 apChkLst Final Check List Page: 7 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195670 06/06/2019 019710 FU, JIMMY PHOTOGRAPHY - CREATIVE SPACES 195671 06/06/2019 000177 GLENNIES OFFICE PRODUCTS MISC OFC SUPPLIES: FINANCE INC OFC SUPPLIES: PLANNING MISC OFFICE SUPPLIES: BC OFC SUPPLIES: BLDG & SAFETY OFC SUPPLIES -BUILDING AND SAFETY OFC SUPPLIES: BLDG & SAFETY 195672 06/06/2019 009608 GOLDEN VALLEY MUSIC STTLMNT: CLASSICS AT THE MERC: SOCIETY, DBA CA CHAMBER MAY ORCHESTRA 195673 06/06/2019 016552 GONZALES, MARK ALLEN TCSD INSTRUCTOR EARNINGS 195674 06/06/2019 003792 GRAINGER PARK MAINTENANCE: MISC TOOLS STREET MAINTENANCE: MISC SUPPLIE: 195675 06/06/2019 020725 GRANICUS LLC, DBA AGENDA MGMT ANNUAL GRANICUS RENEWAL:CITY CLERK 195676 06/06/2019 000186 HANKS HARDWARE INC Small tools & equip:harveston park Small tools & equip:harveston park MISC SUPPLIES: VARI PARKS MISC SUPPLIES: STREET MAINT: PW Misc. small tools & equip: pw traffic MISC SUPPLIES: VARI PARKS HARDWARE SUPPLIES: STA 12 SMALL TOOLS:VAR PARKS HARDWARE SUPPLIES: STA 73 HARDWARE SUPPLIES: STA 73 HARDWARE SUPPLIES: STA 73 195677 06/06/2019 020628 HASA INC POOL SANITIZING CHEMICALS:VARIOUS POOLS 195678 06/06/2019 002109 HD SUPPLY CONSTR. SUPPLY MISC SUPPLIES: PW STREET LTD, DBA HDS WHITE CAP MAINTENANCE CONST MISC SUPPLIES FOR STREET MAINTEN) MISC SUPPLIES FOR STREET MAINTEN) 195679 06/06/2019 003198 HOME DEPOT SMALL TOOLS: STA 95 195680 06/06/2019 010210 HOME DEPOT SUPPLY INC CIP PROJECTS: ROTARY LASER LEVEL Amount Paid Check Total 200.00 200.00 75.34 20.48 281.11 6.29 39.04 248.56 670.82 434.00 434.00 480.00 480.00 3,217.83 54.93 3,272.76 4,235.70 4,235.70 24.97 31.81 47.50 27.55 123.34 304.55 16.83 14.03 2.15 19.11 85.70 697.54 1,269.24 1,269.24 1,350.36 672.58 214.43 2,237.37 61.57 61.57 1,075.29 1,075.29 Page:? apChkLst Final Check List Page: 8 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195681 06/06/2019 003624 HOWELLANN MARIE GRAPHIC DSGN SVCS:ECO DEV 195682 06/06/2019 018059 ICON ENTERPRISES INC WEBSITE ANNUAL MAINT: INFO TECH 195683 06/06/2019 006914 INNOVATIVE DOCUMENT APR COPIER MAINT/USAGE/REPAIR: SOLUTIONS CITYWIDE APR COPIER MAINT/USAGE/REPAIR: C17 195684 06/06/2019 020673 INTEGRITY SUPPORT Pre -employment screenings:HR SERVICES INC, EMPLOYMENT SCREENING RESO 195685 06/06/2019 003296 INTL CODE COUNCIL FIRE -CODE BOOKS 195686 06/06/2019 003296 INTL CODE COUNCIL FIRE- CODE BOOKS 195687 06/06/2019 001282 KNORR SYSTEMS INC CRC POOL: CIRCULATION PUMP 195688 06/06/2019 019691 L.C. PAVING & SEALING INC CONSTRUCTION CONTRACT SVCS: PW15-14 195689 06/06/2019 003726 LIFE ASSIST INC EMERGENCY MEDICAL: MEDIC EMERGENCY MEDICAL: MEDIC 195690 06/06/2019 014365 MAILFINANCE INC 6/14-9/13 POSTAGE METER: LEASE 195691 06/06/2019 015959 MEHEULA MUSIC TEM PRESENTS: WILLIE K 5/23/19 PRODUCTIONS 195692 06/06/2019 018314 MICHAEL BAKER ENG SUPPORT SVCS: PW04-08 INTERNATIONAL 195693 06/06/2019 004951 MIKE'S PRECISION WELDING STEEL WINDOW COVERS: PBSP INC REPLACE GATE HINGE: MPSC DIVING BOARD STAND CLEAN-UP: CRC 195694 06/06/2019 013827 MIKO MOUNTAINLION INC MAIN ST LOT: DECOMPOSED GRANITE 195695 06/06/2019 012962 MILLER MISTY, DBA BOOT TCSD INSTRUCTOR EARNINGS CAMP TCSD INSTRUCTOR EARNINGS 195696 06/06/2019 004586 MOORE FENCE COMPANY INC BUTTERFIELD STAGE PK: REPLACE FENCE Amount Paid Check Total 2,021.00 2,021.00 6,334.54 6,334.54 9,644.77 716.73 10,361.50 208.17 208.17 2,617.75 2,617.75 148.66 148.66 19,959.72 19,959.72 72,099.01 72,099.01 163.13 1,214.37 1,377.50 1,224.94 1,224.94 2,174.38 2,174.38 4,143.00 4,143.00 7,600.00 320.00 2,685.00 10,605.00 8,000.00 8,000.00 292.60 186.20 478.80 17,905.70 17,905.70 Page.-8 apChkLst 06/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 9 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195697 06/06/2019 004040 MORAMARCO, ANTHONY J, TCSD INSTRUCTOR EARNINGS 472.50 DBA BIGFOOT GRAPHICS TCSD INSTRUCTOR EARNINGS 105.00 577.50 195698 06/06/2019 018966 MUSICOLOGY LLC RENTAL SETTLEMENT 6/2/19 30.00 30.00 195699 06/06/2019 002925 NAPA AUTO PARTS MISC AUTO SUPPLIES: PW 889.35 889.35 195700 06/06/2019 015164 NATURES IMAGE INC APR PECHANGA PKWY ENVIRON 206.86 206.86 MITIGATION 195701 06/06/2019 001323 NESTLE WATERS NORTH 3/23-4/22 WTR DLVRY SVC: SKATE 8.61 AMERICA, DBA PARK READYREFRESH 3/23-4/22 WTR DLVRY SVC: TCC 26.47 3/23-4/22 WTR DLVRY SVC: PBSP 118.13 3/23-4/22 WTR DLVRY SVC: CRC 111.34 3/23-4/22 WTR DLVRY SVC: TPL 91.87 356.42 195702 06/06/2019 018402 NEWSMINDED INC NEWSPAPER DELIVER SERVICE: 125.00 125.00 MPSC 195703 06/06/2019 000209 NUTRIEN AG SOLUTIONS INC, PARK MAINTENANCE: MISC EQUIP 268.83 268.83 DBA CROP PRODUCTION REPAIRS SRVCS 195704 06/06/2019 019839 O'CONNOR, DENISE TCSD INSTRUCTOR EARNINGS 140.00 140.00 195705 06/06/2019 003964 OFFICE DEPOT BUSINESS SVS OFFICE SUPPLIES:HR 209.58 DIV OFFICE SUPPLIES:HR 187.22 OFFICE SUPPLIES:HR 22.99 419.79 195706 06/06/2019 002105 OLD TOWN TIRE AND SERVICE VEHICLE REPAIR & MAINT: TRAFFIC 2,054.96 VEHICLE REPAIR & MAINT: TRAFFIC 1,480.44 VEHICLE REPAIR & MAINT: TRAFFIC 264.28 3,799.68 195707 06/06/2019 002105 OLD TOWN TIRE AND SERVICE VEHICLE REPAIR & MAINT: PARKS & 722.46 FACILITI VEHICLE REPAIR & MAINT: PARKS & FAC 930.10 1,652.56 195708 06/06/2019 002105 OLD TOWN TIRE AND SERVICE VEHICLE REPAIR & MAINT:SPORTS 45.16 VEHICLE REPAIR & MAINT:SPORTS 852.66 897.82 195709 06/06/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:PW PARKS 646.23 CITY VEHICLE MAINT SVCS:PW PARKS 808.58 CITY VEHICLE MAINT SVCS:PW PARKS 418.86 1,873.67 195710 06/06/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE REPAIRS & MAINT: PW 323.64 CITY VEHICLE REPAIRS & MAINT: PW 265.05 588.69 Page9 apChkLst Final Check List Page: 10 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195711 06/06/2019 002105 OLD TOWN TIRE AND SERVICE VEHICLE MAINTENANCE: BLDG & SAFETY 195712 06/06/2019 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE REPAIRS & MAINT: PREVENTION 195713 06/06/2019 013127 ON STAGE MUSICALS, AKA TEM PRESENTS: VOICES OF LAS JEFFREY PAUL STOVER VEGAS: 5/26 195714 06/06/2019 017720 PERPETUAL PARKS & SAND: MEADOWS PARK PLAYGROUND PLAYGROUNDS 195715 06/06/2019 010338 POOL & ELECTRICAL SUPPLIES: AQUATICS PRODUCTS INC SUPPLIES: AQUATICS VARIOUS SUPPLIES: AQUATICS 195716 06/06/2019 020171 PREMIER POOLS AND SPAS REFUND: B19-1324APN 945-030-004 195717 06/06/2019 014379 PROFESSIONAL IMAGE BANNER PROGRAM:ECON DEV ADVERTISING, DBA EXTREME SIGNSGRAPHICS BANNER PROGRAM:ECON DEV BANNER PROGRAM:ECON DEV 195718 06/06/2019 020127 QUINN COMPANY GENERATOR SRVCS:STA 92, 95,73 EQUIPMENT RENTAL: PW STREET MAIN 195719 06/06/2019 018831 RADEECAL INC City logo/decal install: city vehicles 195720 06/06/2019 000947 RANCHO REPROGRAPHICS REPROGRAPHIC SRVCS:LIBRARY PRKG-PH II 195721 06/06/2019 000907 RANCHO TEMECULA CAR APR VEHICLE DETAILING SVC: VARI WASH DEPTS 195722 06/06/2019 003591 RENES COMMERCIAL POST -EMERGENT SPRAYING:CITY MANAGEMENT LOTS POST -EMERGENT SPRAYING:CITY ROW HOMELESS ENCAMPMENT CLEAN-UP: F HOMELESS ENCAMPMENT CLEAN-UP: F HOMELESS ENCAMPMENT CLEAN-UP HOMELESS ENCAMPMENT CLEAN-UP 195723 06/06/2019 021074 RESPONSIBLE MEDICAL, TB TESTING FOR EMPLOYEES:HR SOLUTIONS CORP 195724 06/06/2019 000418 RIVERSIDE CO CLERK & RECONVEYANCE FTHP: GOLEM RECORDER Amount Paid Check Total 216.76 216.76 58.09 58.09 4,897.20 4,897.20 29,990.00 29,990.00 183.65 157.03 165.98 506.66 244.40 244.40 3,181.75 118.54 114.19 3,414.48 1,147.77 519.33 1,667.10 127.88 127.88 83.94 83.94 89.95 89.95 8,975.00 13,575.00 5,890.00 1,685.00 6,260.00 1,985.00 38,370.00 75.00 75.00 36.00 36.00 Page:10 apChkLst 06/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 11 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195725 06/06/2019 014347 ROBERTS, PATRICIA G. TCSD INSTRUCTOR EARNINGS 350.00 TCSD INSTRUCTOR EARNINGS 280.00 TCSD INSTRUCTOR EARNINGS 350.00 TCSD INSTRUCTOR EARNINGS 420.00 1,400.00 195726 06/06/2019 001048 ROSAS CANTINA RESTAURANT REFRESHMENTS:MPSC 634.14 634.14 195727 06/06/2019 012251 ROTH, DONALD J TCSD INSTRUCTOR EARNINGS 441.00 TCSD INSTRUCTOR EARNINGS 189.00 630.00 195728 06/06/2019 016383 S AND R TOWING TOWING SERVICES: TEM POLICE 531.00 TOWING SERVICES: TEM POLICE 365.00 896.00 195729 06/06/2019 004274 SAFE AND SECURE LOCKSMITH SRVCS:HARVESTON LK 164.21 LOCKSMITH SRVC PARK LOCKSMITH SRVCS:FIRE STN 92 147.30 LOCKSMITH SERVICES: CRC 219.34 LOCKSMITH SERVICES: SENIOR CENTE 27.19 558.04 195730 06/06/2019 021055 SAMS, ANDREA LAUREN TCSD INSTRUCTOR EARNINGS 105.00 105.00 195731 06/06/2019 009980 SANBORN GWYNETH A, CO COUNTRY LIVE! @ THE MERC 6/1/19 405.00 TEMECULA MUSIC ACADEMY STTLMNT: COUNTRY LIVE: 5/25/19 1,372.50 1,777.50 195732 06/06/2019 013376 SECURITY SIGNAL DEVICES REPLACE DUCT DETECTOR:PRKG 253.50 INC, SSD SYSTEMS GARAGE ACCESS SYSTEM SERVICE CALL:CIVIC 169.00 REPLACE DUCT DETECTOR:GARAGE 641.40 1,063.90 195733 06/06/2019 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 5/30/19 645.00 STTLMNT: JAZZ AT THE MERC: 5/23/19 259.00 904.00 195734 06/06/2019 013695 SHRED -IT US JV LLC, DBA: SHRED SVCS: POLICE 38.30 38.30 SHRED -IT USA LLC 195735 06/06/2019 009746 SIGNS BY TOMORROW BANNERS: CITYWIDE CLEAN-UP 462.19 462.19 195736 06/06/2019 000645 SMARTAND FINAL INC REFRESHMENTS:SUMMER DAY CAMP 698.06 REFRESHMENTS/FOOD:SUMMER DAY C 297.36 995.42 195737 06/06/2019 013621 SMITH, AMY LIND TCSD INSTRUCTOR EARNINGS 2,025.00 2,025.00 195738 06/06/2019 002503 SOUTH COAST AIR QUALITY, FY18/19 AQMD FEE:LIBRARY 132.98 MANAGEMENT DISTRICT FY18/19 AQMD FEE:CIVIC CENTER 132.98 265.96 Page:11 apChkLst 06/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 12 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195739 06/06/2019 000519 SOUTH COUNTY PEST PEST CONTROL SRVCS:C.MUSEUM 94.00 CONTROL INC PEST CONTROL SRVCS:DUCK POND 49.00 PEST CONTROL SRVCS:PBSP 70.00 PEST CONTROL SRVCS:WOLF CREEK P, 49.00 262.00 195740 06/06/2019 004282 SOUTHWEST TRAFFIC LIGHT BARS:PW 3,386.38 3,386.38 SYSTEMS 195741 06/06/2019 016939 SPERO VINEYARDS, INC VINEYARDS FIELD EXPERIENCES: 1,500.00 1,500.00 MPSC 195742 06/06/2019 000293 STADIUM PIZZA INC REFRESHMENTS: HEALTH FAIR 103.77 103.77 195743 06/06/2019 021120 STAR PRODUCTS LLC STREET MAINTENANCE: ASPHALT PW 901.49 901.49 195744 06/06/2019 002366 STEAM SUPERIOR CARPET UPHOLSTERY CLEAN ING:LIBRARY 275.00 275.00 CLEANING 195745 06/06/2019 016262 STEVE ADAMIAK GOLF TCSD INSTRUCTOR EARNINGS 252.00 INSTRUCTION, AKA STEVEN L ADAMIAK TCSD INSTRUCTOR EARNINGS 504.00 TCSD INSTRUCTOR EARNINGS 378.00 TCSD INSTRUCTOR EARNINGS 455.00 1,589.00 195746 06/06/2019 003840 STRONGS PAINTING PAINT EXTERIOR:FIELD OPS CENTER 6,800.00 6,800.00 195747 06/06/2019 019494 SUPPORT WAREHOUSE HP SUPPORT WARRANTY:INFO TECH 832.00 832.00 LIMITED 195748 06/06/2019 020104 SUIT, MICHAEL PERFORMANCE:AOTW 6/7/19 200.00 200.00 195749 06/06/2019 013387 SWEEPING UNLIMITED INC MAY SWEEPING SRVCS:PARKING 540.00 540.00 GARAGE 195750 06/06/2019 007929 TEMECULA POLICE EXPLORER EXPLORER ACADEMY: 1,175.00 1,175.00 POST GUY/BERRY/FONTANA 195751 06/06/2019 017529 TEMECULA UNITED SOCCER REFUND:SEC DEPOSIT CRC 5/20/19 200.00 200.00 CLUB 195752 06/06/2019 000876 TEMECULA VALLEY BALLOON Econ Dev Sponsorship Funds TVBWF FY 27,000.00 27,000.00 & WINE, FESTIVAL ASSOCIATION 195753 06/06/2019 000515 TEMECULA VALLEY CHAMBER FIRE REGIST: STATE OF THE CITY 1,200.00 1,200.00 OF, COMMERCE TABLE Page:12 apChkLst 06/06/2019 8:41:49AM Final Check List CITY OF TEMECULA Page: 13 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 195754 06/06/2019 005970 TEMECULA VALLEY PLAYERS ADVANCE "HAIRSPRAY" 6/3-6/23 12,000.00 12,000.00 195755 06/06/2019 003849 TERRYBERRY COMPANY SERVICE AWARDS: HR 428.98 428.98 195756 06/06/2019 020963 UPTOWN TEMECULAAUTO APR VEHICLE DETAILING SRVCS:PW 8.00 SPA LLC PARKS APR VEHICLE DETAILING SRVCS:PW TR 4.00 APR VEHICLE DETAILING SRVCS:PW CIF 12.00 APR VEHICLE DETAILING SRVCS:TCSD 4.00 APR VEHICLE DETAILING SRVCS:CODE 12.00 APR VEHICLE DETAILING SRVCS:PW ST 12.00 APR VEHICLE DETAILING SRVCS:PW PA 8.00 APR VEHICLE DETAILING SRVCS:BLDG 1 28.00 APR VEHICLE DETAILING SRVCS:POLICI 8.00 96.00 195757 06/06/2019 019793 URBANE CAFE, TGH REFRESH MENTS:AOTW 6/7/19 299.93 299.93 ENTERPRISES LLC 195758 06/06/2019 021252 USAAA/S/O MADELINE STTLMNT: CLAIM RELEASE# 19-06: 1,239.72 1,239.72 MOREHOUSE, C/O CLERKIN, MOREHOUSE SINCLAIR & 195759 06/06/2019 008977 VALLEY EVENTS INC RENTALS VARI SPECIAL EVENTS: 450.00 450.00 TCSD 195760 06/06/2019 018174 VCAANIMAL HOSPITALS INC, VET CARE: TEMECULA POLICE K9 639.97 639.97 DBA VCA CALIF VETERINARY 195761 06/06/2019 021010 VISIONARIES IMAGE CO LLC VIDEO PRODUCTION SVCS: VARIOUS 2,197.00 EVENTS VIDEO PRODUCTION SVCS: VARIOUS E� 4,395.00 VIDEO PRODUCTION SVCS: VARIOUS E� 1,512.50 VIDEO PRODUCTION SVCS: VARIOUS E) 3,472.00 VIDEO PRODUCTION SVCS: VARIOUS E� 1,512.50 VIDEO PRODUCTION SVCS: VARIOUS E� 2,197.00 15,286.00 195762 06/06/2019 006248 WALKER, JESSICA TCSD INSTRUCTOR EARNINGS 420.00 420.00 195763 06/06/2019 020275 WALLACE & ASSOC APR CONTR MGMT SRVCS:PARK & 84.00 84.00 CONSULTING INC RIDE 06-09 195764 06/06/2019 007987 WALMART SUPPLIES:SUMMER DAY CAMP 511.32 SUPPLIES:SKATE PARK 29.36 THEATER HOSPITALITY & MISC SUPPLIE 103.89 SUPPLIES:SKATE PARK 384.28 1,028.85 195765 06/06/2019 001881 WATER SAFETY PRODUCTS SUPPLIES:CRC 375.78 INC MISC SUPPLIES:AQUATICS PRGRM 274.10 649.88 Page:13 apChkLst Final Check List Page: 14 06/06/2019 8:41:49AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 195766 06/06/2019 021245 WEBB, BEVERLY REFUND: SEC DEPOSIT TCC 5/23/19 195767 06/06/2019 003730 WEST COAST ARBORISTS INC ANNUAL ROW TREE TRIMMING: PW TREE SVC: VARIOUS LOCATIONS TREE MAINT: HARVESTON LAKE PARK tree maint srvcs: various parks/medians TREE SVC: TRADEWINDS TREE TRIMMING: VARIOUS SLOPES 195768 06/06/2019 000621 WESTERN RIVERSIDE MAR PROFESSIONAL GRANT COUNCIL OF, GOVERNMENTS ASSISTANCE (WRCOG) 195769 06/06/2019 017945 WHITAKER BROTHERS LAMINATOR:CENTRAL SERVICES BUSINESS, MACHINES, INC Amount Paid Check Total 200.00 941.20 2,760.00 3,263.20 7,382.80 3,864.00 1,602.70 1,007.35 357.03 195770 06/06/2019 021024 YANES BLANCAA, DBA DE CONSULTING SRVCS: PLANNING DEPT 3,240.00 GANGE CONSULTING Consulting srvcs:planning dept — 2,375.00 Grand total for UNION BANK: 200.00 19, 813.90 1,007.35 357.03 5,615.00 1,171,451.33 Page:14 apChkLst Final Check List Page: 15 06/06/2019 8:41:49AM CITY OF TEMECULA 184 checks in this report. Grand Total All Checks: 1,171,451.33 Page:15 Item No. 4 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: June 25, 2019 SUBJECT: Adopt Ordinance 19-09 Public Safety Alarm Systems (Second Reading) PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council adopt an ordinance entitled: ORDINANCE NO. 19-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADDING CHAPTER 9.60 TO THE TEMECULA MUNICIPAL CODE ESTABLISHING REGULATIONS FOR THE OPERATIONS OF PUBLIC SAFETY ALARM SYSTEMS BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. With the exception of urgency ordinances, Government Code Section 36934 requires two readings of standard ordinances more than five days apart. Ordinances must be read in full at the time of introduction or passage unless a motion waiving the reading is adopted by a majority of the City Council present. Ordinance No. 19-09 was first introduced at the regularly scheduled meeting of June 11, 2019. FISCAL IMPACT: None ATTACHMENTS: Ordinance ORDINANCE NO. 19-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADDING CHAPTER 9.60 TO THE TEMECULA MUNICIPAL CODE ESTABLISHING REGULATIONS FOR THE OPERATIONS OF PUBLIC SAFETY ALARM SYSTEMS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: Section 1. A new Chapter 9.60, "Regulation of Alarm Systems", is hereby added to Title 9 of the Temecula Municipal Code to read as follows: "CHAPTER 9.60 REGULATION OF PUBLIC SAFETY ALARM SYSTEMS Sections: 9.60.04 0 Title 9.60.020 Purpose 9.60.030 Definitions 9.60.040 Alarm system standards 9.60.050 Fire alarm operating permit, maintenance, and inspections required 9.60.060 False alarm response reimbursement fee 9.60.070 Maintaining a nuisance alarm 9.60.080 Exempt alarm systems 9.60.090 Prohibited alarm systems 9.60.100 Penalties and enforcement 9.60.110 Limitation of liability 9.60.120 Appeals 9.60.010 Title. This Chapter shall be known as the 'Public Safety Alarm Ordinance.' 9.60.020 Purpose. The purpose of this Chapter is to (i) set forth regulations governing burglary, robbery, fire, and medical assistance alarm systems within the City of Temecula; (ii) reduce false alarms; and (iii) authorize false alarm fees. 9.60.030 Definitions. For the purpose of this Chapter, the following definitions shall apply unless the context clearly indicates or requires a different meaning. A. Alarm System means any mechanical or electrical device which is designed or used for the detection of burglary, robbery, fire, within a building, structure, or facility, or on any premises, or for alerting others to a hazard or need for medical assistance, or to the commission of an unlawful act within a building, structure or facility, which emits a sound and/or transmits a signal or message when actuated, and which is designed to elicit a response from law enforcement, fire, and/or medical personnel. Alarm System includes, but is not limited to, every automatic dialing device, direct -dial telephone device, audible alarm, and proprietor alarm. Devices which are not designed or used to register or activate alarms that are audible, visible or perceptible outside the protected building, structure, facility or premises are not included within this definition. B. Audible Alarm means any alarm system that generates an audible sound at its location when it is actuated. C. Emergency means any condition which results in, or which could result in, the immediate response of law enforcement or fire personnel or any condition which jeopardizes or could jeopardize public safety. D. False Alarm means the notification to the City's Police or Fire Department from the alarm system's central monitoring company of the activation of an alarm system or from a member of the public reporting the audible alarm when: 1. There is no evidence of a crime or other activity that warrants the assistance of the City's Police Department on the premises, as indicated by the investigation of a police officer on the scene or by the lack of a police report filed by the occupant or property owner, and no individual who was on or near the premises or who viewed a video communication from, or live - monitored the premises called for the dispatch or confirmed a need for police response; or 2. There is no indication or presence of a fire or medical or other emergency situation on the premises, that warrants a call for assistance from or investigation by the City's Fire Department, and no individual who was on or near the premises or who viewed a video communication from, or live -monitored the premises requested the response or confirmed a need for emergency response; or 3. The alarm system activation is caused by electrical or mechanical failure, malfunction, improper installation or lack of proper maintenance, alarm owner error, or by a cause that cannot be determined. `False Alarm' shall not include any alarm caused by earthquakes, severe storms or other extraordinary circumstances determined by the alarm system monitoring company to be beyond the reasonable control of the alarm system owner. E. Fire Department means the Riverside County Fire Department or such other fire agency under contract to provide fire services, emergency services and emergency medical service to the City. PA F. Nuisance Alarm means a nuisance alarm as defined in Section 9.60.070. G. Police Department means the Riverside County Sheriff's Department or such other police agency under contract to provide police services to the City. H. Fire Watch means a temporary measure intended to ensure continuous and systematic surveillance of a building or portion thereof by one or more qualified individuals for the purposes of identifying and controlling fire hazards, detecting early signs of unwanted fire, raising an alarm of fire and notifying the fire department. 9.60.040 Alarm system standards. No alarm system, not including automatic dialing device alarms or other alarm systems exempt from this chapter, shall be operated unless the alarm owner has entered into a service contract with an alarm company providing for monitoring service twenty-four (24) hours per day. Every alarm system shall be equipped so that it shall not activate in the event of a power outage unless there exists an emergency situation for which the alarm was designed to detect or alert. 9.60.050 Fire alarm operating permit, maintenance, and inspections required. A. No person shall operate an alarm system in the City unless a City -issued alarm operating permit has been issued for the alarm as it is currently being operated. B. Maintenance. Each alarm owner and alarm company shall maintain each alarm system under their control in good working order, and provide the service necessary to prevent malfunctions and false alarms. All fire alarm systems shall be regularly maintained, inspected and tested in accordance with NFPA 25 and NFPA 72 or any successor standards. All written reports for such testing will be kept on the premises and be readily available for review by Fire Department personnel when requested. Failure to comply with these testing and inspection requirements may result in additional fee assessments if false alarms occur. C. Inspections. The Police Chief or Fire Chief, or their designees, shall be authorized to require any nuisance alarm system to be inspected by the alarm company at the owner's expense. Inspections shall be complete enough to detect any likely malfunctions and shall include testing of the equipment. Particular attention shall be paid to the conditions that have the potential of causing false alarms. The person making the inspection shall provide a written report to the alarm owner and the Fire Department and Police Department, detailing measures taken to eliminate the likelihood of further false alarms caused by the alarm system. The report shall be kept on the premises for two (2) years, and shall be subject to inspection by Fire Department or Police Department upon request. 9.60.060 False alarm response reimbursement fee. To defray the cost to the City in responding to false alarms, alarm system owners shall pay any false alarm response reimbursement fee assessment in such amount as may be established by resolution to the City Council. The fee assessment shall be satisfied by the alarm system owner within thirty (30) days after receiving the notice of the amount owed from the City of Temecula Fire or Police Department. The fee assessment will be mailed or given to the business/property owner, and said owner will be responsible for paying the false alarm fee assessment to the City of Temecula. The amount of the fees shall be deemed a contract debt to the City. An action may be commenced in the name of the City in any court of competent jurisdiction for the amount of delinquent fees. The Fire Department or Police Department shall issue the building/property owner a notice via mail of the fee assessment or given the notice at the time of the incident. If the alarm system owner fails to remit the fees within thirty (30) days from the date of the notice upon him or her, which shall be the date of mailing the invoice, a penalty of twenty-five percent (25%) of the amount of the fees in the notice shall be imposed, but not less than five dollars ($5.00). When imposed, the penalty amount shall become part of the fee herein required to be paid. In addition to such fee assessment, the alarm system owner shall pay to the City all reasonable costs incurred by the City in collecting such overdue and unpaid fees, including reasonable attorney's fees and court costs, and interest at the rate of one and one-half percent per month [eighteen percent (18%) per annum], or the maximum legal rate, whichever is higher, on all unpaid fee amounts from the date payment was due. 9.60.070 Maintaining a nuisance alarm. A. No alarm system owner shall operate or maintain an alarm system which generates more than three (3) false alarms in a ninety (90) consecutive day period. B. Any alarm system operated or maintained in violation of this section is a nuisance and shall be deemed a `nuisance alarm'. In addition to any other remedy herein, a nuisance alarm may be abated as a nuisance as provided in this Code. 9.60.080 Exempt alarm systems. The provisions of this section shall not apply to audible alarms affixed to automobiles. 9.60.090 Prohibited alarm systems. A. It is unlawful to install or maintain on the exterior or interior of any building, an alarm system which upon actuation emits a sound which is similar to sirens in use on emergency vehicles or vehicles used for civil defense purposes. B. It is unlawful to install, use, maintain or deliberately activate any alarm system for any purpose other than reporting burglaries, robberies, or other crimes involving risk of personal harm or property damage, fires, or medical emergencies. Deliberately activating an alarm system for any purpose other than a condition for which the alarm system is intended to detect or alert is a misdemeanor. 4 9.60.100 Penalties and enforcement. A. It shall be unlawful for any person to violate any provision of this chapter or to fail to comply with any provision of this chapter. Any person violating any such provision or failing to comply with any of the mandatory requirements of this chapter, shall be guilty of a misdemeanor unless the City Attorney or City Prosecutor elects to prosecute the violation as an infraction. In addition, any person violating any provision of this chapter shall be subject to the penalties and remedies set forth in Title 1 of this Code, including, without limitation, administrative citations and public nuisance abatement injunctions. B. Neither the conviction of any person, nor the issuance of an administrative citation for violation of any provision of this chapter shall release such person from paying any business taxes, charges, fees, or payment false alarm or other fees authorized by this chapter, due and unpaid at the time of such conviction, nor shall payment of any fee or reimbursement for false alarms prevent criminal prosecution for violation of any of the provisions of this chapter. All remedies shall be cumulative and the use of one or more remedies by the city shall not bar the use of any other remedy. C. If an alarm is deemed out of service by the Fire Department and/or Police Department, the premises may be put on a 24 hour fire watch at the expense of the business/property owner until the alarm system is repaired to normal operating condition, and back to being monitored. 9.60.110 Limitation of liability. Nothing in this section shall be deemed to impose any liability on the part of the City of Temecula or County of Riverside with respect to any alarm system owner or to any other person or entity, as a result of any defect in an alarm system, failure of the City to receive an alarm, or failure of the City or its Police or Fire Department to respond to any alarm regulated by this section, whether false or not. The City Council declares that it shall be entirely within the discretion of each Police Officer or Fire Department member receiving a report of an alarm activation, as to how or if to respond to such alarm. By responding to an alarm, neither Police nor Fire personnel shall be deemed to have assumed any obligation to safeguard property at the alarm system location. At no time shall Police or Fire personnel have any duty to remain at the scene of an alarm pending arrival of the alarm system owner or representative. At all times the alarm system owner shall be responsible and liable for securing facilities covered by an activated alarm. 9.60.120 Appeals. A. Any person or business aggrieved by any determination of the Police Department and/or Fire Department in connection with any alarm system regulated by this chapter, including the determination of a nuisance alarm, false alarm(s), or any fee assessment, may, within ten (10) days of receipt of an invoice, citation, notice of violation, or any other notice concerning such determination, appeal the same by requesting, in writing addressed to the Police Department and/or Fire Department, one of the following: 1. Administrative review by a Police or Fire command staff member not involved with the original determination, of the facts surrounding the determination. The Police or Fire staff shall consider any written material or other relevant evidence submitted, including any City, Police or Fire reports or other documentation and within ten (10) days of receipt of the review request shall render a written decision either denying the appeal, or reversing the determination with or without modification; or 2. A hearing before a hearing officer using the same hearing procedures as provided for administrative citations pursuant to Sections 1.21.080 through 1.21.180 of the Temecula Municipal Code. 3. The decision of the Police or Fire command staff, or hearing officer, pursuant to subsections 1 or 2, above, shall be final. Any person may seek a hardship waiver from imposition of a false alarm reimbursement fee assessment by following the process specified to obtain an advance deposit hardship waiver set forth in Section 1.21.090 of the Temecula Municipal Code provided, however, that the request shall be submitted to the Police or Fire Department, as applicable, and their decision shall be final. Any person may request an extension of the due date for submittal of the fee assessment by submitting a written request to the Police or Fire Department, as applicable, not less than five (5) business days prior to the due date, therein setting forth facts establishing good cause for the request. The decision on the request shall be final. B. Because the determination that an alarm was a false alarm is based on the professional judgment of first responders employing all facts known to the responders at the time of the alarm, the burden of proof in the hearing shall be on the appellant to establish that an alarm was not a false alarm. Section 2. The adoption of this Ordinance shall not affect or excuse any violation of the Temecula Municipal Code occurring prior to the effective date of this Ordinance. Section 3. Severability. The City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction, or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences and words of this Ordinance shall remain in full force and effect. Section 4. The City Clerk shall certify to the adoption of this Ordinance. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 25th day of June, 2019. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 19-09 was duly introduced and placed upon its first reading at a meeting of the City Council of the City of Temecula on the 11 th day of June, 2019, and that thereafter, said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof held on the 251h day of June, 2019, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Item No. 5 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: June 25, 2019 SUBJECT: Approve the City Treasurer's Report as of April 30, 2019 PREPARED BY: Rudy J. Graciano, Fiscal Services Manager RECOMMENDATION: That the City Council approve and file the City Treasurer's Report as of April 30, 2019. BACKGROUND: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Adequate funds will be available to meet budgeted and actual expenditures of the City for the next six months. Current market values are derived from the Local Agency Investment Fund (LAIF) reports, Union Bank of California trust and custody statements, and from US Bank trust statements. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with the statement of investment policy and Government Code Sections 53601 and 53635 as of April 30, 2019. FISCAL IMPACT: None ATTACHMENTS: City Treasurer's Report as of April 30, 2019 Portfolio Managment Treasury Report Portfolio Management Portfolio Summary April 30, 2019 City of Temecula 41000 Main Street Temecula, CA 92590 (951)694-6430 Par Market Book % of Days to YTM YTM Investments Value Value Value Portfolio Term Maturity 360 Equiv. 365 Equiv. Managed Pool Accounts 47,230,043.95 47,230,043.95 47,230,043.95 34.58 1 1 2.330 2.362 Retention Escrow Account 804,998.36 804,998.36 804,998.36 0.59 1 1 0.062 0.063 Letter of Credit 2.00 2.00 2.00 0.00 1 1 0.000 0.000 Trust Accounts 9,805,573.80 9,805,573.80 9,805,573.80 7.18 1 1 2.150 2.180 Local Agency Investment Funds 47,731,812.60 47,738,826.98 47,731,812.60 34.95 1 1 2.412 2.445 Federal Agency Callable Securities 21,000,000.00 20,873,830.00 21,000,000.00 15.38 1,292 518 1.799 1.824 Federal Agency Bullet Securities 10,000,000.00 10,007,940.00 10,000,000.00 7.32 942 425 1.998 2.026 136,572,430.71 136,461,215.09 136,572,430.71 100.00% 268 112 2.226 2.257 Investments Cash Passbook/Checking (not included in yield calculations) Total Cash and Investments 2, 337, 506.48 2, 337, 506.48 138, 909, 9 37.19 138, 798, 721.57 Total Earnings April 30 Month Ending Fiscal Year To Date Current Year 234,039.52 2,138,420.68 Average Daily Balance 137,370,900.62 127,787,049.59 Effective Rate of Return 2.07% 2.01% 2,337,506.48 138,909,937.19 1 1 0.000 0.000 268 112 2.226 2.257 Reporting period 04/01/2019-04/30/2019 Portfolio TEME Data Updated: SET_MTH: 05/29/2019 17:03 NL! CP Run Date: 05/29/2019 - 17:03 PM (PRF PM 1) 7.3.0 Report Ver. 7.3.6.1 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Investments April 30, 2019 Page 1 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 233358001-6 01-2 BOND F First Amer Govt Oblig Fund Cl 62.94 62.94 62.94 2.300 2.268 2.300 1 233358006-6 01-2 REF RES First Amer Govt Oblig Fund Cl 510,229.16 510,229.16 510,229.16 2.310 2.278 2.310 1 233358000-6 01-2 REF ST First Amer Govt Oblig Fund Cl 352,047.09 352,047.09 352,047.09 2.310 2.278 2.310 1 276213009-6 03-02 COI First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 276213008-6 03-02 IMPR First Amer Govt Oblig Fund Cl 487,572.72 487,572.72 487,572.72 2.310 2.278 2.310 1 276213006-6 03-02 RES First Amer Govt Oblig Fund Cl 752,949.08 752,949.08 752,949.08 2.310 2.278 2.310 1 164741002-6 03-03 BOND F First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 164741008-6 03-03IMP First Amer Govt Oblig Fund Cl 268,597.33 268,597.33 268,597.33 2.310 2.278 2.310 1 164741006-6 03-03RES First Amer Govt Oblig Fund Cl 401.59 401.59 401.59 2.310 2.278 2.310 1 164741000-6 03-03SPEC First Amer Govt Oblig Fund Cl 715,982.88 715,982.88 715,982.88 2.310 2.278 2.310 1 164742002-6 03-06 BOND F First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 1.630 1.608 1.630 1 164742000-6 03-06SPEC First Amer Govt Oblig Fund Cl 109,602.71 109,602.71 109,602.71 2.310 2.278 2.310 1 229462007-6 03-1 2012 RF First Amer Govt Oblig Fund Cl 3.73 3.73 3.73 2.410 2.377 2.410 1 229462002--6 03-1 BOND FD First Amer Govt Oblig Fund Cl 2,153.20 2,153.20 2,153.20 2.310 2.278 2.310 1 229462009-6 03-1 COI First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 229462006-6 03-1 RESERV First Amer Govt Oblig Fund Cl 17,280.23 17,280.23 17,280.23 2.310 2.278 2.310 1 229462000-6 03-1 SPECF First Amer Govt Oblig Fund Cl 317,084.95 317,084.95 317,084.95 2.310 2.278 2.310 1 94669921-6 03-1ACQ11 First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.870 0.858 0.870 1 94669911-6 03-1ACQA11 First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94669917-6 03-1 RES First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94669916-6 03-1 RESB11 First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 94669000-6 03-1 SPTAXII First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 276213002-6 03-2 REFU First Amer Govt Oblig Fund Cl 13.71 13.71 13.71 2.330 2.298 2.330 1 276213000-6 03-2 SPEC First Amer Govt Oblig Fund Cl 244,016.78 244,016.78 244,016.78 2.310 2.278 2.310 1 94686001-6 034ADMIN11 First Amer Govt Oblig Fund Cl 524.13 524.13 524.13 2.310 2.278 2.310 1 94686005-6 034PREP11 First Amer Govt Oblig Fund Cl 13.40 13.40 13.40 2.310 2.278 2.310 1 94686000-6 034RED11 First Amer Govt Oblig Fund Cl 96,376.13 96,376.13 96,376.13 2.310 2.278 2.310 1 94686006-6 034RES11 First Amer Govt Oblig Fund Cl 34,126.62 34,126.62 34,126.62 2.310 2.278 2.310 1 276213022-6 16-01 BOND F First Amer Govt Oblig Fund Cl 70.18 70.18 70.18 2.310 2.278 2.310 1 276213023-6 16-01 CAPINT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.870 0.858 0.870 1 276213029-6 16-01 COI First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 276213028-6 16-01 IMP First Amer Govt Oblig Fund Cl 6,598,730.34 6,598,730.34 6,598,730.34 2.310 2.278 2.310 1 276213026-6 16-01 RESERV First Amer Govt Oblig Fund Cl 3,197,346.61 3,197,346.61 3,197,346.61 2.310 2.278 2.310 1 276213020-6 16-01 SPECF First Amer Govt Oblig Fund Cl 691,789.13 691,789.13 691,789.13 2.310 2.278 2.310 1 218848001-6 2017A&B INT First Amer Govt Oblig Fund Cl 07/09/2018 556.07 556.07 556.07 2.310 2.278 2.310 1 218848008-6 2017ABPRIORP First Amer Govt Oblig Fund Cl 166,113.62 166,113.62 166,113.62 2.310 2.278 2.310 1 Data Updated: SET_MTH: 05/29/2019 17:03 Run Date: 05/29/2019 - 17:03 Portfolio TEME NL! CP PM (PRF_PM2) 7.3.0 Report Ver. 7.3.6.1 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Investments April 30, 2019 Page 2 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 218848013-2 2017B COI First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 218848000-6 2017B DS First Amer Govt Oblig Fund Cl 1,633,055.31 1,633,055.31 1,633,055.31 2.310 2.278 2.310 1 218848002-6 2017B PRIN First Amer Govt Oblig Fund Cl 01/01/2019 397.94 397.94 397.94 2.310 2.278 2.310 1 218848009-6 2017B_PROJ First Amer Govt Oblig Fund Cl 12,878,764.44 12,878,764.44 12,878,764.44 2.310 2.278 2.310 1 233358009-6 233358009-6 First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94434160-6 RDA-021NT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 94434161-6 RDA-02PRIN First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 107886000-6 RDA-06AINT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 107886001-6 RDA06APRIN First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 107886010-6 RDA06BINT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 107886011-6 RDA06BPRIN First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.680 0.671 0.680 1 107886016-6 RDA06BRES First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.940 0.927 0.940 1 107886020-6 RDA071NT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 107886021-6 RDA07PRIN First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.930 0.917 0.930 1 107886028-6 RDA07PROJ First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.940 0.927 0.940 1 107886026-6 RDA07RES First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.940 0.927 0.940 1 136343008-6 RDA10APROJ First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 136343018-6 RDA10BPROJ First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 136343000-6 RDA10INT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 136343001-6 RDA10PRIN First Amer Govt Oblig Fund Cl 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 136343006-6 RDA10RSRV First Amer Govt Oblig Fund Cl 07/01/2018 0.03 0.03 0.03 0.000 0.000 1 146161000-6 RDA11AINT First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 146161001-6 RDA11APRIN First Amer Govt Oblig Fund Cl 0.00 0.00 0.00 0.000 0.000 1 94669902-3 03-1 BOND3 First American Treasury 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94434160-1 RDA 02 INT1 First American Treasury 0.00 0.00 0.00 0.010 0.010 0.010 1 94434161-2 RDA 02 PRIN2 First American Treasury 0.00 0.00 0.00 0.010 0.010 0.010 1 136343018-2 RDA 10B CIP2 First American Treasury 0.00 0.00 0.00 0.010 0.010 0.010 1 146161008-3 RDA11APROJ Federated Institutional Tax Fr 0.00 0.00 0.00 0.800 0.789 0.800 1 146161006-3 RDA11ARSRV Federated Institutional Tax Fr 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94669921-5 03-01 ACQ11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94669911-5 03-01 ACQA11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94669917-5 03-01 RES Federated Tax Free Obligations 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94669906-5 03-01 RESA11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94669916-5 03-01 RESB11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94669000-5 03-01SPTAX11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 164742006-5 03-06 RES Federated Tax Free Obligations 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 Portfolio TEME Data Updated: SET_MTH: 05/29/2019 17:03 NL! CP Run Date: 05/29/2019 - 17:03 PM (PRF_PM2) 7.3.0 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Investments April 30, 2019 Page 3 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 164742000-5 03-06 SPEC Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94669902-5 03-1bond fd Federated Tax Free Obligations 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94686001-5 034 ADMIN11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94686005-5 034 PREP11 Federated Tax Free Obligations 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 94686006-5 034 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.250 0.247 0.250 1 94669917-1 03-01-1 RES CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 276213008-1 03-02 IMP CA Local Agency Investment Fun 15,551,140.38 15,551,140.38 15,551,140.38 2.445 2.412 2.445 1 164742006-1 03-06 RES-1 CA Local Agency Investment Fun 321,801.26 321,801.26 321,801.26 2.445 2.412 2.445 1 229462007-1 03-1 2012 RE CA Local Agency Investment Fun 789,438.31 789,438.31 789,438.31 2.445 2.412 2.445 1 94669911-1 03-1 ACQ A2 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 94669921-1 03-1 ACQ B2 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 744727011-1 03-3 ACQ 2 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 164741006-1 0303-1 RES CA Local Agency Investment Fun 1,491,222.88 1,491,222.88 1,491,222.88 2.445 2.412 2.445 1 107886028-1 RDA 07 PRO-1 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 107886026-1 RDA 07 RES-1 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 136343018-1 RDA 10B CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 2.445 2.412 2.445 1 229462020-0 03-01 CASH USBANK 579.07 579.07 579.07 0.000 0.000 1 233358050-1 01-2 SPECESC U.S. Treasury 0.00 0.00 0.00 0.360 0.355 0.360 1 Subtotal and Average 47,185,447.82 47,230,043.95 47,230,043.95 47,230,043.95 2.330 2.362 1 Retention Escrow Account NOBEL COMPANY Nobel Comp Banner Bank 0.00 0.00 0.00 0.370 0.365 0.370 1 218848050-0 2002 ESCROW USBANK 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 218848060-0 2006AESCRO USBANK 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 218848070-0 2006BESCRO USBANK 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 218848080-0 2007ESCROW USBANK 07/01/2018 0.00 0.00 0.00 0.000 0.000 1 229462020-2 03-01 ESCROW U.S. Treasury 804,998.36 804,998.36 804,998.36 0.063 0.062 0.063 1 Subtotal and Average 803,731.23 804,998.36 804,998.36 804,998.36 0.062 0.063 1 Letter of Credit 218848006-1 2017B RESER ASSURED GUARANTY MUNICIPAL COR 07/01/2018 1.00 1.00 1.00 0.000 0.000 1 233358006-1 01-2 REFRESI ASSURANCE CO BOND INSURANCE 07/01/2018 1.00 1.00 1.00 0.000 0.000 1 Subtotal and Average 2.00 2.00 2.00 2.00 0.000 0.000 1 Portfolio TEME Data Updated: SET_MTH: 05/29/2019 17:03 NL! CP Run Date: 05/29/2019 - 17:03 PM (PRF_PM2) 7.3.0 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Investments April 30, 2019 Page 4 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Trust Accounts 6746058700 PARS Pension US Bank Trust 9,805,573.80 9,805,573.80 9,805,573.80 2.180 2.150 2.180 1 Subtotal and Average 9,619,329.45 9,805,573.80 9,805,573.80 9,805,573.80 2.150 2.180 1 Local Agency Investment Funds SYSCITY CITY CA Local Agency Investment Fun SYSRDA RDA CA Local Agency Investment Fun SYSTCSD TCSD CA Local Agency Investment Fun Subtotal and Average 38,442,131.26 Federal Agency Callable Securities 3130A4G89 01207 Federal Home Loan Bank 3130AAME5 01226 Federal Home Loan Bank 3130AANA2 01227 Federal Home Loan Bank 3130AB3N4 01231 Federal Home Loan Bank 3130ABYY6 01235 Federal Home Loan Bank 3130ACN83 01238 Federal Home Loan Bank 3130ADFV9 01241 Federal Home Loan Bank 3130AFD38 01248 Federal Home Loan Bank 3134G8PP8 01220 Federal Home Loan Mtg Corp 3134GBAB8 01229 Federal Home Loan Mtg Corp 3134GBGZ9 01232 Federal Home Loan Mtg Corp 3134GBNK4 01234 Federal Home Loan Mtg Corp 3134GBL42 01237 Federal Home Loan Mtg Corp 3134GBR95 01239 Federal Home Loan Mtg Corp 3134GSMF9 01246 Federal Home Loan Mtg Corp 3136G2WT0 01216 Federal National Mtg Assn 3136G2XH5 01217 Federal National Mtg Assn 3136G3CL7 01218 Federal National Mtg Assn 3136G3TE5 01221 Federal National Mtg Assn 3136G3X59 01222 Federal National Mtg Assn 3136G4ST1 01247 Federal National Mtg Assn Subtotal and Average 21,000,000.00 Federal Agency Bullet Securities 3133EGJ30 01225 Federal Farm Credit Bank 3133EJT74 01249 Federal Farm Credit Bank Data Updated: SET_MTH: 05/29/2019 17:03 Run Date: 05/29/2019 - 17:03 23,481,012.69 1,830.54 24,248,969.37 47,731,812.60 23,484,463.32 1,830.81 24,252,532.85 47,738,826.98 23,481,012.69 2.445 2.412 2.445 1 1,830.54 2.445 2.412 2.445 1 24,248,969.37 2.445 2.412 2.445 1 47,731,812.60 2.412 2.445 1 03/24/2015 1,000,000.00 996,890.00 1,000,000.00 1.650 1.627 1.650 146 09/24/2019 01/30/2017 1,000,000.00 991,480.00 1,000,000.00 2.020 1.948 1.975 1,000 01/25/2022 01/30/2017 1,000,000.00 992,480.00 1,000,000.00 1.750 1.726 1.750 456 07/30/2020 04/28/2017 1,000,000.00 995,630.00 1,000,000.00 1.550 1.529 1.550 181 10/29/2019 08/24/2017 1,000,000.00 988,860.00 1,000,000.00 1.750 1.726 1.750 665 02/24/2021 10/30/2017 1,000,000.00 992,600.00 1,000,000.00 1.700 1.677 1.700 380 05/15/2020 01/29/2018 1,000,000.00 998,000.00 1,000,000.00 2.250 2.219 2.250 639 01/29/2021 11/27/2018 1,000,000.00 1,002,930.00 1,000,000.00 3.000 2.959 3.000 576 11/27/2020 03/30/2016 1,000,000.00 988,240.00 1,000,000.00 1.500 1.661 1.684 518 09/30/2020 03/27/2017 1,000,000.00 993,390.00 1,000,000.00 1.670 1.647 1.670 331 03/27/2020 04/27/2017 1,000,000.00 992,220.00 1,000,000.00 2.000 1.964 1.991 1,002 01/27/2022 05/30/2017 1,000,000.00 992,140.00 1,000,000.00 1.625 1.603 1.625 394 05/29/2020 09/28/2017 1,000,000.00 989,910.00 1,000,000.00 1.670 1.647 1.670 516 09/28/2020 10/30/2017 1,000,000.00 995,910.00 1,000,000.00 1.625 1.603 1.625 182 10/30/2019 05/30/2018 1,000,000.00 1,007,520.00 1,000,000.00 3.000 2.959 3.000 1,486 05/26/2023 01/27/2016 1,000,000.00 993,190.00 1,000,000.00 1.450 1.430 1.450 271 01/27/2020 02/24/2016 1,000,000.00 992,320.00 1,000,000.00 1.400 1.381 1.400 299 02/24/2020 03/24/2016 1,000,000.00 986,600.00 1,000,000.00 1.420 1.401 1.420 512 09/24/2020 06/29/2016 1,000,000.00 987,510.00 1,000,000.00 1.250 1.233 1.250 425 06/29/2020 08/23/2016 1,000,000.00 995,720.00 1,000,000.00 1.100 1.085 1.100 114 08/23/2019 06/28/2018 1,000,000.00 1,000,290.00 1,000,000.00 2.800 2.762 2.800 789 06/28/2021 21,000,000.00 20,873,830.00 21,000,000.00 1.799 1.824 518 11/18/2016 1,000,000.00 993,190.00 1,000,000.00 1.100 1.085 1.100 201 11/18/2019 11/15/2018 1,000,000.00 1,017,430.00 1,000,000.00 3.050 3.008 3.050 929 11/15/2021 Portfolio TEME NL! CP PM (PRF_PM2) 7.3.0 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Investments April 30, 2019 Page 5 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Bullet Securities 3130A8ZV8 01223 Federal Home Loan Bank 08/23/2016 1,000,000.00 995,580.00 1,000,000.00 1.000 0.986 1.000 114 08/23/2019 3130ABDX1 01233 Federal Home Loan Bank 05/24/2017 1,000,000.00 999,370.00 1,000,000.00 1.400 1.381 1.400 23 05/24/2019 3130AC3F9 01236 Federal Home Loan Bank 08/10/2017 1,000,000.00 996,730.00 1,000,000.00 1.420 1.853 1.878 119 08/28/2019 3130ADEB4 01240 Federal Home Loan Bank 01/12/2018 1,000,000.00 996,260.00 1,000,000.00 2.125 2.096 2.125 622 01/12/2021 3130ADR79 01243 Federal Home Loan Bank 03/20/2018 1,000,000.00 999,210.00 1,000,000.00 2.300 2.268 2.300 324 03/20/2020 3130ADSJ2 01244 Federal Home Loan Bank 03/08/2018 1,000,000.00 1,002,940.00 1,000,000.00 2.460 2.426 2.460 677 03/08/2021 3130ADXUl 01245 Federal Home Loan Bank 04/09/2018 1,000,000.00 999,200.00 1,000,000.00 2.320 2.288 2.320 253 01/09/2020 3135GOU92 01250 Federal National Mtq Assn 01/11/2019 1,000,000.00 1,008,030.00 1,000,000.00 2.625 2.589 2.625 986 01/11/2022 Subtotal and Average Total and Average Data Updated: SET_MTH: 05/29/2019 17:03 Run Date: 05/29/2019 - 17:03 10,000,000.00 137,370,900.62 10,000,000.00 10,007,940.00 10,000,000.00 1.998 2.026 425 136,572,430.71 136,461,215.09 136,572,430.71 2.226 2.257 112 Portfolio TEME NL! CP PM (PRF_PM2) 7.3.0 Portfolio Managment Treasury Report Portfolio Management Portfolio Details - Cash April 30, 2019 Page 6 Average Purchase Stated YTM YTM Days to CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Passbook/Checking Accounts 1453718479 WORKERS COMP BANK OF AMERICA MERRILL LYNC 07/01/2018 22,112.04 22,112.04 22,112.04 0.000 0.000 1 SYSPetty Cash Petty Cash City of Temecula 07/01/2018 3,711.00 3,711.00 3,711.00 0.000 0.000 1 SYSGen Ck Acct Gen Ck Acct Union Bank of California 2,303,018.44 2,303,018.44 2,303,018.44 0.000 0.000 1 SYSParking Ck PARKING CITA Union Bank of California 07/01/2018 8,665.00 8,665.00 8,665.00 0.000 0.000 1 Average Balance 0.00 Total Cash and Investments 137,370,900.62 O 138,909,937.19 138,798,721.57 138,909,937.19 2.226 2.257 112 Portfolio TEME Data Updated: SET_MTH: 05/29/2019 17:03 NL! CP Run Date: 05/29/2019 - 17:03 PM (PRF_PM2) 7.3.0 Cash and Investments Report CITY OF TEMECULA Through April 2019 Fund # Fund Name Beginning Balance Receipts Disbursements Fund Total 001 GENERAL FUND $ 32,092,186.86 $ 6,184,743.36 $ 5,352,134.54 $ 32,924,795.68 002 MEASURE S FUND 3,837,477.25 2,407,067.67 5,452,422.45 792,122.47 100 STATE GAS TAX FUND 491,097.83 354,937.23 846,035.06 102 RMRA-ROAD MAINTENANCE REHABILITATION ACT 721,110.96 211,332.39 932,443.35 103 STREETS MAINTENANCE FUND 1,052,175.41 3,548.25 1,055,723.66 120 DEVELOPMENT IMPACT FUND 1,821,562.21 129,394.31 - 1,950,956.52 125 PEG PUBLIC EDUCATION & GOVERNMENT 401,461.32 1,866.43 597.45 402,730.30 145 TEMECULA ENERGY EFFICIENCY ASSET TEAM 191,687.72 1,108.65 - 192,796.37 150 AB 2766 FUND 159,904.22 865.93 160,770.15 160 SUPPLEMENTAL LAW ENFORCEMENT SERVICES - 80.42 80.42 161 TEMECULA MAJOR CRIMES REWARD FUND 26,205.26 151.56 - 26,356.82 165 AFFORDABLE HOUSING 715,001.76 13,795.06 30,287.97 698,508.85 170 MEASURE A FUND 3,741,871.40 291,313.96 - 4,033,185.36 190 TEMECULA COMMUNITY SERVICES DISTRICT 1,313,700.30 281,199.59 1,100,610.20 494,289.69 192 TCSD SERVICE LEVEL "B" STREET LIGHTS 119,164.21 384.91 79,283.11 40,266.01 194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 411,929.69 1,725.37 4,919.31 408,735.75 195 TCSD SERVICE LEVEL "R" STREET/ROAD MAINT 17,717.04 145.53 - 17,862.57 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 408,901.55 2,530.76 30,380.63 381,051.68 197 TEMECULA LIBRARY FUND 420,989.48 10,019.97 197,075.62 233,933.83 198 PUBLIC ART 6,973.08 1,507.71 - 8,480.79 210 CAPITAL IMPROVEMENT PROJECT FUND 19,223,310.78 5,263,980.86 1,273,907.36 23,213,384.28 275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 268,072.85 524.48 268,597.33 277 CFD-RORIPAUGH 16,079,660.30 98,724.05 16,178,384.35 278 CFD-RORIPAUGH II 6,585,898.13 12,832.21 - 6,598,730.34 300 INSURANCE FUND 525,748.27 293,339.80 139,386.16 679,701.91 305 WORKER'S COMPENSATION 1,837,704.12 9,212.02 4,459.42 1,842,456.72 310 VEHICLES AND EQUIPMENT FUND 3,006,949.93 42,410.31 - 3,049,360.24 320 INFORMATION TECHNOLOGY 207,043.28 793,922.44 202,517.24 798,448.48 325 TECHNOLOGY REPLACEMENT FUND 1,102,980.04 80,953.01 19,743.75 1,164,189.30 330 CENTRAL SERVICES 46,962.25 414,155.49 23,710.66 437,407.08 335 CENTRAL SERVICES 251,554.63 8,917.73 - 260,472.36 340 FACILITIES 308,121.00 329,621.34 99,405.86 538,336.48 350 FACILITY REPLACEMENT FUND 30,805.82 4,060.72 - 34,866.54 380 SARDA DEBT SERVICE FUND 13,363,911.68 3,333,092.55 1,716,198.54 14,980,805.69 381 REDEVELOPMEN PROPERTY TAX TRUST 2,298,326.95 14,966.22 1,633,028.54 680,264.63 460 CFD 88-12 DEBT SERVICE FUND 91,905.04 531.54 - 92,436.58 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 901,022.44 1,857.84 372.24 902,508.04 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,987,821.50 7,229.44 372.11 1,994,678.83 474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 141,366.96 287.38 372.24 141,282.10 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 2,559,842.92 12,739.64 372.24 2,572,210.32 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 467,504.90 2,415.88 372.24 469,548.54 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 1,027,338.98 2,086.15 372.24 1,029,052.89 478 CFD-RORIPAUGH II 3,915,655.24 7,723.51 839.43 3,922,539.32 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 10,454.08 24.91 386.06 10,092.93 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 83,721.03 433.78 465.92 83,688.89 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 28,744.99 108.25 367.92 28,485.32 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 2,906.50 11.00 89.38 2,828.12 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 19,374.24 72.67 1,101.27 18,345.64 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 28,808.18 133.18 254.51 28,686.85 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 1,834.96 4.12 341.92 1,497.16 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 75,612.87 311.25 2,493.70 73,430.42 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 25,370.88 140.22 90.00 25,421.10 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 10,856.47 52.23 346.55 10,562.15 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 2,204.69 11.14 71.89 2,143.94 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 84,204.37 380.90 2,389.31 82,195.96 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 16,521.07 63.61 839.84 15,744.84 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 5,909.61 17.33 329.46 5,597.48 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 5,018.59 20.12 126.82 4,911.89 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 44,874.36 228.85 211.47 44,891.74 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 996.59 4.20 50.84 949.95 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 39,238.24 132.20 1,373.97 37,996.47 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 88,737.90 464.39 1,550.01 87,652.28 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 170,426.36 808.01 1,027.15 170,207.22 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 2O3,547.41 945.96 9,927.75 194,565.62 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 5,900.16 29.86 83.20 5,846.82 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 15,790.65 82.85 94.28 15,779.22 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 69,149.38 222.36 833.36 68,538.38 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 52,395.58 252.80 412.99 52,235.39 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 732.29 2.15 51.66 682.78 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 7,276.42 31.59 92.97 7,215.04 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 428,140.56 2,208.15 4,186.42 426,162.29 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 887.12 1.75 54.89 833.98 530 SERVICE LEVEL"C"ZONE 30 FUTURE ZONES 34,967.98 202.24 - 35,170.22 701 PENSION RATE STABILIZATION FUND $ 9,612,907.23 192,666.57 - $ 9,805,573.80 Grand Total: $ 135,358,136.32 $ 20,833,372.31 $ 17,392,787.06 $ 138,798,721.57 Journal Entries completed after March's Treasurer's Report was issued are reflected in the Receipts / Disbursements columns. Item No. 6 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: June 25, 2019 SUBJECT: Approve Financial Statements for the 3rd Quarter Ended March 31, 2019 PREPARED BY: Pascale Brown, Fiscal Services Manager RECOMMENDATION: That the City Council receive and file the Financial Statements for the 3rd Quarter Ended March 31, 2019. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the City for the 3rd Quarter Ended March 31, 2019. Please see the attached Financial Statements footnotes for an analytical review of financial activity for each of the various funds. FISCAL IMPACT: None ATTACHMENTS: 1 Quarterly Financial Report Q3' 18-19 2. Financial Statements (Combining Balance Sheet as of March 31, 2019, Statement of Revenues, Expenditures and Changes in Fund Balance -Budget and Actual for the 3rd Quarter Ended March 31, 2019 (General Fund, Special Revenue Funds, Capital Improvement Fund, Debt Service Fund), Combining Statement of Net Position as of March 31, 2019, Combining Statement of Revenues, Expenses and Changes in Net Position for the 3rd Quarter Ended March 31, 2019 (Internal Service Funds), Statement of Net Position - Fiduciary Fund California Employee Retiree Benefit Trust (CERBT) Fund and Pension Rate Stabilization Fund as of March 31, 2019, Statement of Changes in Fiduciary Net Position — Fiduciary Fund (CERBT) and Pension Rate Stabilization Fund for the 3rd Quarter Ended March 31, 2019) H Quarterly Financial Update Q3'2018-19 Wine Country Prepared by the City of Temecula Finance Department The attached report summarizes the results through the third quarter of Fiscal Year 2018-19 for all City funds and the Temecula Community Service District (TCSD). ,. .. o The General Fund is the primary operating fund of the City, providing for public safety, public works, planning and development, building and safety, parks maintenance and the general administration of the City. REVENUE HIGHLIGHTS: General Fund major tax revenues include Sales Tax, Property Tax, Gas Tax and Measure C Special Tax, and contribute 76% of total revenue. Fiscal Year 2018-19 General Fund revenue is projected to be $79.1 million. FY18-19 General Fund Revenue Franchise Fees 4% :partmental Revenue 7% Transfers In excl. Gas Tax) 7% 2% 496 General Fund revenue received through the third quarter of the fiscal year totals $55.7 million, representing 70% of the annual budget. June 25, 2019 Sales Tax revenue is expected to reach $36.5M for the fiscal year. Through March, $26.3M has been received, representing 72% of the annual budget. Sales tax receipts typically lag six weeks from the time of the sale to when the State distributes the revenue to the City. General Fund Revenue FY18-19 Budget FY18-19 Actuals % Received Sales Tax 36,543,635 26,318,828 72% Property Tax 8,364,543 5,545,599 66% Property Tax in lieu of VLF 8,107,384 4,053,692 50% Vehicle License Fees 59,579 54,328 91% Transient Occupancy Tax 3,241,613 2,408,003 74% Measure C 1,876,280 989,442 53% Gas Tax (Transfer In) 2,405,859 1,611,393 67% Total Tax Revenue 60,598,893 40,981,285 68% Franchise Fees 3,336,935 2,506,777 75% Departmental Revenue 5,512,414 4,845,821 88% Transfers In (excl. Gas Tax) 5,330,079 4,364,906 82% Reimbursements 2,891,008 1,560,737 54% Other 1,445,219 1,511,086 105 Total Revenue 79,114,548 55,770,612 70% Property Tax & Property Tax in Lieu of Vehicle License Fees are paid primarily in January and May of each year. Transient Occupancy Tax (TOT) revenue reflects the 8% tax on hotel/motel stays within the City. TOT revenue received through March represents 74% of the annual budget. Measure C revenue is a voter -approved special tax specified for Recreation and Parks Maintenance expenditures. 50% of the tax is recorded in the General Fund and the other 50% is recorded in the TCSD Fund. 1Page F. I UrNamom N Franchise Fees are received from various utility companies, including Southern CA Gas, Southern CA Electric, CR&R, Frontier and Time Warner Cable Services. Total Franchise Fee revenue received through the third quarter represents 75% of the annual budget. Transfers In (excl. Gas Tax) includes $5.1M from the Measure S Fund to supplement Public Safety. GENERAL FUND EXPENDITURE HIGHLIGHTS: Gas Tax revenue supports the maintenance of streets and roads, and is trending slightly below budget projections for FY18-19. Reimbursement revenue include the transfer of funds from the Capital Improvement Program (CIP), to offset the cost of CIP administration. The transfers are trending below budget due to the timing of when capital projects are completed. Total General Fund Operating Expenditures for FY18-19 are projected to be $74.9M. Through the third quarter of the fiscal year, expenditures totaled $50.2M, which represents 67% of the annual budget. The majority of departments have spent less than 75% of their annual budget, however spending trends are not necessarily linear throughout the fiscal year. Only three departments have exceeded the 75% mark, due mostly to the timing of annual payments, and are not at risk of exceeding their annual budget appropriations. Animal Control expenditures are trending over the 75% mark due to the payment of the annual debt service for the Animal Shelter. FY18-19 General Fund % Spent by Department As of 3/31/2019 Animal Control Fire Police Parks Maintenance CIP Administration Public Works Land Development Building & Safety Planning Human Resources Finance City Attorney City Clerk Emergency Management Economic Development City Manager Community Support City Council 0%. 25% 50% 75% 00% Community Support expenditures include grants to local non-profit service providers and Council discretionary grants, most of which have been expended through the third quarter. Emergency Management has expended 76% of the annual appropriation, as non -salary expenditures has nearly exhausted the annual appropriated budget. Police expenditures are trending below the 75% mark due to a number of vacant positions. Fire expenditures are billed quarterly, according to the budget provided by the County, and the fourth quarter billing includes a "true up" adjustment to reflect actual expenditures for the year. 2Page Measure S Fund In November 2016, Temecula voters approved a 1% Transactions Use Tax (Sales Tax) to maintain emergency response times, prevent cuts to local public safety services, improve traffic conditions and fund other general services. The Tax became effective April 1, 2017. In accordance with the Measure S Appropriation Guidelines adopted by Council in February 2017, this new funding source is programmed to fund Public Safety, Asset Management, Capital Improvements and General Services, which primarily supports the Temecula Community Services District. Measure S revenue for FY18-19 is projected to be $27.7M, and is appropriated as reflected in the adjacent chart. Through the third quarter, a total of $19.4M, or 70%, of the annual revenue has been received. Similar to Sales Tax, Measure S funds are received approximately six weeks after the sales occurs, due to the State's distribution schedule. RPvanua 2018-19 TCSD Revenue is projected to be $10.6M. Through March, a total of $7.7M, or 73% of the annual budget has been received. Measure C revenue is received in January and May each year, therefore Measure S funds are transferred to TCSD to cover the temporary shortfall in cash due to the timing of the receipt of Measure C revenue. Expenditures Through the third quarter, TCSD Expenditures totaled $7.9M, which represents 69% of the annual Operating Budget of $11.4M. All departments are tracking under the 75% mark, except for Responsible Compassion due to an accounting correction that is pending and will be recorded in the fourth quarter. Measure S Appropriations FY2018-19 General Services, Public 7,013,142, Safety, 24% 5,717,027, 19% Asset Management, 3,350,000, 11% Capital dw Improvements, 13,468,051, 46% Special Tax (Measure Q 1,876,280 989,442 Recreation Funding (Measure S) 6,211,702 4,890,177 Recreation Program 2,514,088 1,881,956 Investment Interest 15,000 14,975 TOTAL REVENUES 10,617,070 7,776,550 FY2018-19 TCSD % Spent by Division As of 3/31/19 IMN 75% 50% o% If � c o v - e Coo c` aims��s op r �a` 3Page •ram Below is a summary of all City and TCSD Funds providing the Beginning Fund Balance as of July 1, 2018, the actual R+evenue and Expenditure activity through the third quarter, and the Ending Fund Balance as of March 31, 2019. The Affordable Housing Fund and the Internal Service Funds' balance include non - spendable assets, such as loans receivable and fixed assets. Beginning Revenue & Expenditures & Ending Funds Balance Transfers In Transfers Out Balance General Fund Measure S Special Revenue Funds Gas Tax Road Maint. Rehabilation Act Street Maintenance Development Impact Fees Public, Education & Gov't (PEG) Community Devel. Block Grant TEAM AB2766 (Vehicle Subvention) SLESF (Cops Grant) Major Crimes Fund Affordable Housing Measure A Capital Improvement Program 2011 Financing Lease (CRC) 2018 Financing Lease (MRC) Internal Service Funds Insurance Workers' Comp Vehicles & Equipment Information Technology Technology Replacement Support Services Support Services Replacement Facilities Facility Replacement TCSD Funds TCSD Operations Service Level B (Street Lights) Service Level C (Slope Maint.) Service Level D (Refuse/Recycl) Service Level R (Road Maint.) Service Level L (Harveston Lake) Library Public Art $30,727,978 $55,770,612 $56,799,851 $29,698,739 6,680,793 19,481,931 25,457,354 705,370 0 1,611,393 1,611,393 0 512,997 1,671,569 1,251,263 933,303 0 1,057,313 0 1,057,313 3,995,161 840,156 3,011,204 1,824,113 357,358 183,162 137,581 402,939 0 208,376 208,376 0 190,274 2,974 0 193,248 132,593 72,608 10,000 195,201 0 141,847 141,847 0 26,011 408 0 26,419 10,819,641 303,032 267,234 10,855,439 4,243,588 2,333,297 2,532,069 4,044,816 20,236,009 33,914,534 21,504,012 32,646,531 0 1,563,393 1,563,393 0 0 372,904 372,904 0 40,513,632 44,276,966 32,611,276 52,179,322 51,957 879,443 664,958 266,442 1,386,621 588,860 127,143 1,848,338 2,587,693 978,764 240,711 3,325,746 472,738 2,860,795 2,516,842 816,691 1,249,450 736,487 250,444 1,735,493 444,100 238,502 587,083 95,519 0 358,236 0 358,236 521,052 968,532 944,726 544,858 0 379,475 344,534 34,941 6,713,611 7,989,095 5,676,440 9,026,264 927,584 7,776,550 7,979,857 724,277 261,188 400,628 618,763 43,053 1,655,790 854,989 954,491 1,556,288 294,489 4,220,124 4,027,403 487,210 26,791 3,449 12,315 17,925 402,667 135,842 138,012 400,497 343,072 589,139 661,799 270,412 25,968 10,257 29,026 7,199 3,937,549 13,990,978 14,421,666 3,506,861 Total of All Funds $88,573,563 $141,509,582 $134,966,587 $95,116,556 4Page Throughout the fiscal year, Finance monitors a number of economic indicators which help guide the development of the City's revenue forecasts. Below is a summary of the most recently available data for each indicator. Unemployment rates serve as an indicator of the region's relative economic condition. Unemployment rates across the board have steadily decreased over the past few years, due to an improving economy and higher job growth. As of April 2019, the National Unemployment Rate was 3.3%, California's rate was 3.9%, Riverside County's rate was 3.8%, and Temecula's rate was 3.0%. 01 Consumer Confidence Index 160.0 140,0 134.1 1xa.z 120.0 — 100.0 190.0 6ao ay'19 40.0 20.0 01) The Consumer Confidence Index measures consumers' outlook on the economy. An index over 100 indicates a higher percentage of optimistic consumers vs. those who are pessimistic. Nationally, the Consumer Confidence index remains positive as unemployment rates have steadily declined and consumers are expecting the economy to grow at a steady pace in the short-term, and despite weak retails sales in April, the levels of confidence suggest no significant pullback in consumer spending in the months ahead. The Consumer Price Index measures the year - over -year change in the prices of goods and 400% services purchased for consumption by urban 3,50% households. This economic indicator is the most 3,00% widely used measure of inflation. 2.50% 2.00% Riverside County is grouped with Ontario and San LS0% Bernardino, and is reported every -other -month. 1.00% As of May 2019, the National CPI stands at 1.79%, 0.50% 0,00% and the local CPI is 2.94%. Consumer Price Index CPI-U All Urban Consumers Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May -11-SCity Average �aiverside-Ontario-Sane rnardino 5 1 P a g e City of Temecula - Facts at a Glance OFAIERAI,CITY INFORMATION City Population 773,526 Altitude 7,000-7,200 feet Area in Square Miles 37 Parks/Park Acreage 4113306 Acres Maintained Streets 375 Education Schools 32 Teachers 7,392 Students (X-72) 27,997 Number of Libraries 2 Hotels & Motels/Rooms 79/2557 Public Safety Number of Fire Stations 5 Fire Department Personnel 77 Number of Police Stations 3 Police Sworn Offiicers 772 Police Non -Sworn Personnel 37 Type of Government General Law Form of Government City Manager Date of Incorporation 7210717969 Authorized Positions 772 General Fund Operating Budget $'76,377,792 Expenditures Per Capita .$661S Safety as % of General Fund 561% General Fund Reserves (25%) $79,577,9,q& Capital Improvement Program $435,270,SSS Median Age Average Household Income Number of Registered Voters Median Nome Price (Apr'2019) Unemployment Rate (19pril'19) Number of Jobs 35.3 .$776, 464 52, 524 .$qE5, 000 3.00% For more information regarding the City of Temecula: www•temeculaca•goy 957-69q-6ggq or 7-SSS-1-emecula 6Page r rs �� - 55,700 CITY OF TEMECULA COMBINING BALANCE SHEET As of March 31, 2019 Road Streets Public Community General Measure S State Gas Maintenance Maintenance Development Education & Development Fund Fund Tax Fund Rehabilitation Fund Impact Fund Government Block Grant Act Fund Fund ASSETS: Cash and Investments $ 31,805,526 $ - $ 721,392 $ 1,053,396 $ 1,826,469 $ 402,268 Receivables 6,877,661 2,414,115 355,317 211,911 3,917 15,303 1,703 118,558 Due from Other Funds 467,302 - - - - - - Advances to SARDA - - - - - - - - Deposits 1,325 - - - - - - - Prepaid- CalPERS 527,815 - - - - - - - Inventory 3,058 - - - - - - - Land Held for Resale - - - - - - - - TOTAL ASSETS $ 39,682,687 $ 2,414,115 $ 355,317 $ 933,303 $ 1,057,313 $ 1,841,772 $ 403,971 $ 118,558 LIABILITIES: Due to Other Funds $ - $1,708,745 $ 355,317 $ - $ - $ - $ - $ 103,514 Other Current Liabilities 9,417,062 - - - 17,659 1,032 15,044 Unearned Revenue - - - - - - - - TOTAL LIABILITIES 9,417,062 1,708,745 355,317 - - 17,659 1,032 118,558 DEFERRED INFLOWS OF RESOURCES: Unavailable Revenues 566,886 - - - - - - - TOTAL DEFERRED INFLOWS OF RESOURCES 566,886 - - - - - - - FUND BALANCES: Nonspendable: Advances to SARDA - - - - - - - - Deposits 1,325 - - - - - - - Inventory 3,058 - - - - - - - Land Held for Resale - - - - - - - - Notes and Loans - - - - - - - - Prepaid Costs 527,815 - - - - - - - Restricted For: Community Development Projects - - - - - - - - Capital Projects - - - 933,303 - 1,824,113 - - Public Education _ _ _ _ _ - 402,939 - Debt Service - - - - - - - - Business Incubator Project - - - - - - - Parks and Recreation - - - - - - - - Public Works - - - - 1,057,313 - - - Reward - - - - - - - - Committed To: Contractual Obligation - Encumbrances 1,851,081 - - - - - - - Economic Uncertainty (20%) 15,629,711 - - - - - - - Secondary Reserve (5%) 3,907,428 - - - - - - - PARS Pension Trust(30%) 2,000,000 Assigned To: Capital Projects 2,742,077 - - - - - - - Pechanga-funded Police support 360,305 - - - - - - - Unrealized Gains 91,740 - - - - - - - Unassigned (1) 2,017,313 705,370 - - - - - - TOTAL FUND BALANCES 29,698,739 705,370 - 933,303 1,057,313 1,824,113 402,939 - TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, and FUND BALANCES $ 39,682,687 $ 2,414,115 $ 355,317 $ 933,303 $ 1,057,313 $ 1,841,772 $ 403,971 $ 118,558 NOTE: Balances are unaudited CITY OF TEMECULA COMBINING BALANCE SHEET As of March 31, 2019 Assembly Supplemental Temecula Temecula Bill 2766 Law Major Affordable Financing Energy Motor Enforcement Crimes Hosing Measure A Capital Project Lease Civic Financing TOTAL Efficiency Vehicle Services Reward Fuund Fund Fund Center and Lease MRC Asset Team Subvention Fund Fund Fund CRC ASSETS: Cash and Investments $ 192,211 $ 160,282 $ - $ 26,277 $ 709,800 $ 3,751,728 $ 22,348,271 $ - $ - $ 62,997,620 Receivables 1,037 34,919 8,471 142 27,890,169 293,951 10,870,468 - - 49,097,642 Due from Other Funds - - - - - - 1,740,961 - - 2,208,263 Advances to SARDA - - - - 5,250,954 - - - - 5,250,954 Deposits - - - - - - - - - 1,325 Prepaid- CalPERS - - - - - - - - - 527,815 Inventory - - - - - - - - - 3,058 Land Held for Resale - - - - 4,400,388 - - - - 4,400,388 TOTAL ASSETS $ 193,248 $ 195,201 $ 8,471 $ 26,419 $ 38,251,311 $ 4,045,679 $ 34,959,700 $ - $ - $ 124,487,065 LIABILITIES: Due to Other Funds $ - $ - $ 8,471 $ - $ - $ - $ - $ - $ - $ 2,176,047 Other Current Liabilities - - - - 324,261 863 1,738,752 - - 11,514,673 Unearned Revenue - - - - 733,721 - - - - 733,721 TOTAL LIABILITIES - - 8,471 - 1,057,982 863 1,738,752 - - 14,424,441 DEFERRED INFLOWS OF RESOURCES: Unavailable Revenues - - - - 26,337,881 - 574,417 - - 27,479,184 TOTAL DEFERRED INFLOWS OF RESOURCES - - - - 26,337,881 - 574,417 - - 27,479,184 FUND BALANCES: Nonspendable: Advances to SARDA - - - - - - - - - - Deposits - - - - - - - - - 1,325 Inventory - - - - - - - - - 3,058 Land Held for Resale - - - - 4,400,388 - - - - 4,400,388 Notes and Loans - - - - - - - - - - Prepaid Costs - - - - - - - - - 527,815 Restricted For: - Community Development Projects - - - - 6,455,060 - - - - 6,455,060 Capital Projects - 195,201 - - - 4,044,816 - - - 6,997,433 Public Education _ _ _ _ _ _ _ _ _ 402,939 Debt Service - - - - - - - - - - Business Incubator Project - - - - - - - - - - Parks and Recreation - - - - - - - - - - Public Works 193,248 - - - - - - - - 1,250,561 Reward - - - 26,419 - - - - - 1,276,980 Committed To: - Contractual Obligation - Encumbrances - - - - - - - - - 1,851,081 Economic Uncertainty (20%) - - - - - - - - - 15,629,711 Secondary Reserve (5%) - - - - - - - - - 3,907,428 PARS Pension Trust(30%) 2,000,000 Assigned To: - Capital Projects - - - - - - 32,646,531 - - 35,388,608 Pechanga-funded Police support - - - - - - - - - 360,305 Unrealized Gains - - - - - - - - - 91,740 Unassigned (1) - - - - - - - - - 2,722,683 TOTAL FUND BALANCES 193,248 195,201 - 26,419 10,855,448 4,044,816 32,646,531 - - 83,834,001 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, and FUND BALANCES $ 193,248 $ 195,201 $ 8,471 $ 26,419 $ 38,251,311 $ 4,045,679 $ 34,959,700 $ - $ - $ 124,487,065 NOTE: Balances are unaudited CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GENERALFUND for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage of Amended Activity Budget Budget REVENUES: Sales Tax $ 37,845,104 $ 26,548,406 70% Sales Tax Sharing Agreement (1,301,469) (229,578) 18% Franchise Fees 3,336,935 2,506,777 75% Motor Vehicle In Lieu 59,579 54,328 91 % Property Tax- Secured/Unsecured 7,453,448 4,851,316 65% Property Tax in Lieu of VLF 8,107,384 4,053,692 50% Property Tax Relief (Homeowner) 79,905 37,294 47% Property Transfer Tax 731,190 537,554 74% Residual RPTTF Distribution 100,000 119,435 119% Transient Occupancy Tax 3,241,613 2,408,003 74% Vehicle Code Fines 654,523 474,133 72% Development Services: Building & Safety 1,478,743 1,048,977 71% Fire 917,230 614,382 67% Land Development 1,896,731 2,367,398 125% Planning 705,248 409,230 58% Park Maintenance 1,940,541 1,035,662 53% Public Works - NPDES 700 1,400 200% Police 449,501 358,214 80% Bids and Proposals 6,300 7,700 122% Business Licenses 290,000 238,646 82% Investment Interest 300,000 633,702 211% Lease Income 7,500 5,626 75% Miscellaneous 23,150 43,676 189% Rental Income 107,844 76,274 71% Right of Way Advertising 23,400 16,050 69% AB1379 Collection State Fee/SB1186 State Fee 32,502 15,279 47% Operating Transfers In Measure S 5,143,279 4,072,610 79% Development Impact Fees (DIF) - 150,449 100% SLESF 186,800 141,847 76% State Gas Tax 2,405,859 1,611,393 67% Reimbursements: CIP 2,474,844 1,464,500 59% Mandated Cost 29,000 19,621 68% Pechanga IGA 342,164 - 0% Other 45,000 76,616 170% TOTAL REVENUES $ 79,114,548 $ 55,770,612 70% Notes: (1) The sales tax sharing agreement with Medline is paid within thirty days after each quarter. (2) Property taxes revenues are scheduled to be received in January and May of this fiscal year. (3) Special assessment taxes for Park Maintenance is scheduled to be received in May. (4) The Variance is due to less than anticipated reimbursements from Capital Improvement Projects. (5) Funding for City law enforcement services are expected to be received by June 2019. ME (2) (2) (2) (2) (2) (3) (4) (5) CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL EXPENDITURES City Council Community Support City Manager Economic Development Emergency Management City Clerk City Attorney Finance Human Resources Planning Building & Safety Land Development Public Works CIP Administration Parks Maintenance Police Fire Animal Control Non Departmental Property Tax Admin Staffing Continuity Reserve Retiree Medical Contribution PERS Replacement Benefit GENERALFUND for the 3rd Quarter Ended March 31, 2019 Annual year -to -Date Year -to -Date Percentage Amended Activity Encumbrances Activity and of Budget Budget Encumbrances $ 519,909 $ 363,408 $ 1,830 $ 365,238 70% 125,000 95,400 - 95,400 76% 1,502,302 1,003,450 49,668 1,053,118 70% 1,513,299 991,704 16,203 1,007,907 67% 254,186 193,391 1,191 194,582 77% 1,390,869 844,424 28,983 873,407 63% 942,300 664,797 - 664,797 71% 2,582,166 1,783,179 101,557 1,884,736 73% 1,187,016 788,735 105,410 894,145 75% 2,509,663 1,475,641 242,135 1,717,776 68% 3,220,139 2,133,750 99,289 2,233,039 69% 1,761,657 1,135,537 36,484 1,172,021 67% 6,334,745 3,771,560 234,350 4,005,910 63% 2,506,192 1,500,914 30,113 1,531,027 61% 4,006,778 2,728,503 516,794 3,245,297 81% 32,652,570 22,821,771 157,136 22,978,907 70% 9,569,369 6,938,954 127,994 7,066,948 74% 425,572 323,628 101,944 425,572 100% (1) 83,852 61,399 - 61,399 73% 100,000 - - 0% (2) 1,627,325 586,637 586,637 36% (3) 97,484 91,795 91,795 94% (3) TOTAL EXPENDITURES (excluding transfers) 74,912,393 50,298,577 1,851,081 52,149,658 70% Revenues Over/(Under) Expenditures Other Financing Sources/(Uses): Operating Transfer Out 2011 Financing Lease 2018 Financing Lease MRC CIP Pension Rate Stabilization Technology Replacement Transfers Out Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31 /2019 Notes: 4,202,155 5,472,035 (2,081,891) (1,563,393) (416,855) (277,904) (3,130,036) (3,130,036) (1,404,941) (1,404,941) (125,000) (125,000) (7,158,723) (6,501,274) (2,956,568) (1,029,239) 30,727,978 30,727,978 $ 27,771,410 $ 29,698,739 (1) The variance in Animal Control is due to encumbrances that are recorded for the entire fiscal year. (2) Staffing continuity reserve is spent on an as -needed basis. (3) The payment to CALPERS for employee replacement benefit is paid in January and the Retiree Medical Contribution will be paid by the end of this fiscal year. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL MEASURE S FUND for the 3rd Quarter Ended March 31, 2019 REVENUES: Measure S (Transactions and Use Tax) Operating Transfers In- from CIP Investment Interest TOTALREVENUES Other Financing Sources (Uses): Operating Transfers Out: General Fund Streets Maintenance Information Technology IT Equipment Replacement Facility Replacement TCSD Operations TCSD Service Level B Library Services Vehicle Replacement Capital Improvement Program Total Transfers Out Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 Annual Total Percentage of Amended Activity Budget Budget $ 27,200,000 $ 18,932,044 70% $ 503,165 $ 503,165 0% 37,000 46,722 100% 27,740,165 19,481,931 70% (5,143,279) (4,072,610) 79% (1,400,000) (1,050,000) 75% (450,000) (337,500) 75% (500,000) (375,000) 75% (500,000) (375,000) 75% (6,211,702) (4,890,177) 79% (62,661) (62,661) 100% (662,527) (496,895) 75% (1,150,000) (862,500) 75% (13,468,051) (12,935,011) 96% (29,548,220) (25,457,354) 86% (1,808,055) (5,975,423) $ 4,872,738 $ 705,370 (1) (2) Notes: (1) The Capital Improvement Project Teen Village changed names in Fiscal Year 2019-20, the project budget was reappropriated to the new project, therefore prior years transfers for the project was returned to Measure S from the CIP fund. (2) The variance is due to the change in the fair value on investments and fluctuating interest rates. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL STATE GAS TAX FUND for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage Amended Activity of Budget Budget REVENUES: Section 2103 - 2107 Investment Interest TOTALREVENUES Other Financing Sources (Uses): Transfers Out - General Fund Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 $ 2,400,359 $ 1,605,403 67% 5,500 5,990 109% 2,405,859 1,611,393 67% (2,405,859) (1,611,393) 67% (2,405,859) (1,611,393) CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL ROAD MAINTENANCE REHABILITATION ACl for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage Amended Activity of Budget Budget REVENUES: RMRA $ 1,794,713 $ 1,666,839 93% Investment Interest 2,500 4,730 100% (1) TOTAL REVENUES 1,797,213 1,671,569 93% Other Financing Sources (Uses): Transfers Out - CIP (2,310,210) (1,251,263) 54% (2,310,210) (1,251,263) Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) (512,997) 420,306 Beginning Fund Balance as of 7/01/2018 512,997 512,997 Ending Fund Balance as of 3/31/2019 $ - $ 933,303 Note: (1) The variance is due to the change in the fair value on investments and fluctuating interest rates. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL STREET MAINTENANCE FUND for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage Amended Activity of Budget Budget REVENUES: Operating Transfers In -Measure S Investment Interest TOTALREVENUES EXPENDITURES: Operating Expenses TOTAL EXPENDITURES Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 1,400,000 1,050,000 1,405,000 1,057,313 1,405,000 1,057,313 $ 1,405,000 $ 1,057,313 75% 0% 75% CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL DEVELOPMENT IMPACT FEES FUND for the 3rd Quarter Ended March 31, 2019 Open Space Investment Interest Quimby Street Improvements Traffic Signals Parks & Recreation Corporate Facilities Fire Protection Library Police TOTALREVENUES EXPENDITURES: Other Financing Sources (Uses): Transfers Out Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 Annual Total Percentage Amended Activity of Budget Budget 180,232 28,436 16% 70,000 36,334 0% 675,343 7,936 1% 1,983,148 481,338 24% 282,601 69,397 25% 618,336 97,559 16% 249,406 40,891 16% 139,761 34,016 24% 282,062 25,985 9% 158,422 18,264 12% 4,639,311 840,156 18% (9,066,249) (3,011,204) (4,426,938) (2,171,048) 3,995,161 3,995,161 $ (431,777) (2) $ 1,824,113 33% Ni Notes: (1) The variance in Development Impact Fees Fund (DIF) revenues is due to the timing of developers pulling permits, as the DIF fees are paid when permits are granted. (2) On March 12, 2019, $892,000 DIF appropriation was approved by City Council for Murrieta Creek Bridge. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PUBLIC EDUCATION & GOVERNMENT FUND for the 3rd Quarter Ended March 31, 2019 Annual YTD Total Percentage of Amended Activity Encumbrances Activity Budget Budget REVENUES: PEG Fees Revenues $ 226,939 $ 178,145 $ $ 178,145 78% Investment Interest 5,000 5,017 5,017 100% (1) TOTAL REVENUES 231,939 183,162 183,162 79% EXPENDITURES: Operating Expenses - Equipment 364,995 137,581 11,484 149,065 41 % TOTAL EXPENDITURES 364,995 137,581 11,484 149,065 41% Revenues Over/(Under) Expenditures (133,056) 45,581 Beginning Fund Balance as of 7/01/2018 357,358 357,358 Ending Fund Balance as of 3/31/2019 $ 224,302 $ 402,939 Notes: (1) The variance is due to the change in the fair value on investments and fluctuating interest rates CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL COMMUNITY DEVELOPMENT BLOCK GRANT for the 3rd Quarter Ended March 31, 2019 Annual YTD Percentage of Amended Activity Encumbrances Total Activity Budget Budget REVENUES: Grant Revenue $ 546,925 $ 208,376 $ $ 208,376 38% (1) TOTAL REVENUES 546,925 208,376 208,376 38% EXPENDITURES: Salaries and Wages 109,385 79,019 22,242 101,261 93% Other Outside Services 113,880 64,925 43,371 108,296 95% TOTAL EXPENDITURES 223,265 143,944 65,613 209,557 64% Revenues Over/(Under) Expenditures 323,660 64,432 Other Financing Sources/(Uses): Transfers Out (812,825) (64,432) 8% (1) Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 $ - $ Notes: (1) CDBG Revenue is booked on a reimbursement basis as eligible expenditures occur. The construction projects Sidewalks Old Town Boardwalk Enhancement and Americans with Disabilities ACT (ADA) projects have not yet started. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL TEMECULA ENERGY EFFICIENCY ASSET MANAGEMENT TEAM for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage of Amended Activity Budget Budget REVENUES: Investment Interest Reimbursements TOTALREVENUES Other Financing Sources/(Uses): Transfers Out Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 $ 3,000 $ 2,974 99% 3.000 2.974 99% 3,000 2,974 $ 193,274 $ 193,248 Notes: (1) The variance is due to the change in the fair value on investments and fluctuating interest rates. H CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL ASSEMBLY BILL 2766 MOTOR VEHICLE SUBVENTION for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage of Amended Activity Budget Budget REVENUES: AB 2766 $ 146,230 $ 70,459 48% Investment Interest 1,300 2,149 165% (1) TOTAL REVENUES 147,530 72,608 49% EXPENDITURES: Other Outside Services 10,000 10,000 100% TOTAL EXPENDITURES 10,000 10,000 100% Revenues Over/(Under) Expenditures 137,530 62,608 Other Financing Sources/(Uses): Transfers Out (226,353) - (2) Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) (88,823) 62,608 Beginning Fund Balance as of 7/01/2018 132,593 132,593 Ending Fund Balance as of 3/31/2019 $ 43,770 $ 195,201 Notes: rates. (2) The Capital Improvement Project (CIP) Bike Lane & Trail and Electric Vehicles Charging Stations have started but not yet completed. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND (SLESF) for the 3rd Quarter Ended March 31, 2019 Annual Total Percentage of Amended Activity Budget Budget REVENUES: AB 3229 - COPS Investment Interest TOTALREVENUES Other Financing Sources (Uses): Transfers Out Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 $ 186,000 $ 141,138 76% 800 709 89% 186,800 141,847 76% (186,000) (141,847) 76% 800 $ 800 $ CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL TEMECULA MAJOR CRIMES REWARD FUND for the 3rd Quarter Ended March 31, 2019 REVENUES: Investment Interest TOTALREVENUES EXPENDITURES: Other Outside Services TOTAL EXPENDITURES Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 Annual Total Amended Activity Budget $ 400 $ 408 400 408 408 400 26,011 26,011 $ 26,411 $ 26,419 (1) Percentage of Budget 102% 102% Notes: (1) A resolution of the City Council of the City of Temecula establishing the Temecula Major Crimes Reward Fund and Amending Resolution NOS.13-25 and 15-37. Resolution 13-25 A Resolution of the City Council of the City of Temecula providing for the establishment and distribution of a reward to the persons who furnish information leading to the arrest and conviction of the person or persons who caused the death of Larry Robinson on March 22, 2013. The Larry Robinson Murder Reward Fund was merged into the Temecula Major Crimes Reward Fund Resolution 15-37. The Justin Triplett Reward Fund was also merged into the Temecula Major Crime Reward Fund. On April 10, 2018, Council adopted Resolution No. 18-24 for the continuation of the reward for an additional three years to assist the Sherriff in investigation since no person has been arrested for the Larry Robinson murder. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL AFFORDABLE HOUSING FUND for the 3rd Quarter Ended March 31, 2019 REVENUES Contributions to Agency Trust Forgivable Loan Repayment/Interest Investment Interest Reimbursements Rental Income Residual Receipt Payment EXPENDITURES: OPERATING EXPENDITURES: Salaries & Benefits Operating and Administrative Expenditures TOTAL EXPENDITURES Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) Beginning Fund Balance as of Annual YTD Total Percentage Amended Activity Encumbrances Activity of Budget Budget $ 250,000 $ 125,000 $ $ 125,000 50% 795 600 600 100% 12,000 11,249 11,249 94% 1,500 1,500 1,500 100% 122,593 164,684 164,684 134% 37,222 - - 0% 424,110 303,033 303,033 71% 260,716 185,392 185,392 71% 284,909 81,834 36,626 118,460 42% 545,625 267,226 36,626 303,852 56% (121,515) 35,807 7/01 /2018 10,819,641 10,819,641 Ending Fund Balance as of 3/31/2019 $ 10,698,126 $ 10,855,448 Notes: (1) The variance is due to the change in the fair value on investments and fluctuating interest rates. (2) Rental Income invoice billing for Mission Village was processed during this quarter. Residual Receipt payment is expected by the end of this Fiscal Year. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL MEASURE A FUND for the 3rd Quarter Ended March 31, 2019 Annual Amended Total Encumbrances Total Activity Activity Budget REVENUES: Investment Interest $ 60,000 $ 53,375 $ $ 53,375 Reimbursements - - - Measure "A" 3,184,000 2,279,922 2,279,922 TOTAL REVENUES 3,244,000 2,333,297 2,333,297 EXPENDITURES: Percentage of Budget 89% 0% 72% 72% Street Maintenance 2,008,540 1,532,069 53,906 1,585,975 79% TOTAL EXPENDITURES 2,008,540 1,532,069 53,906 1,585,975 79% Revenues Over/(Under) Expenditures 1,235,460 801,228 Other Financing Sources/(Uses) Transfers Out (4,057,668) (1,000,000) Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) (2,822,208) (198,772) Beginning Fund Balance as of 7/01/2018 4,243,588 4,243,588 Ending Fund Balance as of 3/31/2019 $ 1,421,380 $ 4,044,816 Notes: (1) The variance is due to the change in the fair value on investments and fluctuating interest rates. ME CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CAPITAL IMPROVEMENT PROJECTS FUND for the 3rd Quarter Ended March 31, 2019 Account Annual Amended Year -to -Date Encumbrances Total Activity Percentage Number Budget Activity of Budget REVENUE: Operating Transfers In $ 43,677,532 $ 8,607,793 $ $ 8,607,793 20% Operating Transfers In -Measure S 13,935,011 12,935,011 12,935,011 93% Grants 24,644,332 7,326,214 7,326,214 30% Reimbursements / TUMF 18,809,268 4,760,172 4,760,172 25% Investment Interest - 285,344 285,344 0% TOTAL REVENUE 101,066,143 33,914,534 33,914,534 34% (1) EXPENDITURES: Pechanga Parkway Environmental 265-516 289,498 9,447 32,033 41,480 14% Pedestrian Signal Equipment Upgrade 265-518 38,000 - - - 0% Diaz Road Widening 265-521 651,174 1,188 1,188 0% Emergency Vehicle Preemption 265-522 155,545 - - - 0% Traffic Cameras Communication Equipment 265-523 805,035 602,509 191,424 793,933 99% Pechanga Parkway Widening 265-530 4,247,006 166,547 3,447,033 3,613,580 85% Ynez Road Improvements 265-535 580,142 106,796 291,742 398,538 69% Fiber Optic Communication System 265-550 1,283,200 71,635 35,135 106,770 8% Sidewalk Sixth Street Improvements 265-555 214,969 177,979 36,037 214,016 100% Overland Drive Extension Commerce Center Drive to West of Enterprise Circle) 265-602 1,258,333 425,450 266,466 691,916 55% Illuminated Street Name Sign Replace 265-603 100,000 - - - 0% Nicolas Road Extension & Improvements 265-604 11,639,788 - - - 0% Traffic Signal Park & Ride Access Improv 265-605 952,230 33,603 249,968 283,571 30% 1-15 Congestion Relief 265-609 400,000 11,676 - 11,676 3% Traffic Signal System Upgrade 265-610 38,000 - - 0% American with Disabilities Act (ADA) Plan 265-612 323,660 12,162 - 12,162 4% PW-Roundabout Improvements on Ynez Road 265-613 775,000 21,523 589,462 610,985 79% Abbott Corporation Roadway Improvements 265-620 750,000 - - - 0% Medians and Parkway Citywide 265-622 188,000 - - - 0% Murrieta Creek Bridge @ Overland 265-648 2,047,303 33,562 1,684,192 1,717,754 84% Pavement Rehabilitation Program - Winchester Road 265-650 395,534 4,764 - 4,764 1% Pavement Rehabilitation Program - Citywide 265-655 8,189,858 1,428,363 118,686 1,547,049 19% Western Bypass Bridge Over Murrieta Creek 265-660 61,239 - - - 0% Interstate-15 / State Route 79 South Ultimate Interchange 265-662 14,747,147 10,355,871 1,601,577 11,957,448 81% Flashing Beacons & Speed Advisory Signs 265-670 66,111 9,637 - 9,637 15% CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CAPITAL IMPROVEMENT PROJECTS FUND (continued) for the 3rd Quarter Ended March 31, 2019 Account Annual Year -to -Date Percentage Number Amended Activity Encumbrances Total Activity of Budget Budget EXPENDITURES - contV: Traffic Signal Equipment Replacement Program -Citywide 265-680 130,656 48,892 48,810 97,702 75% Traffic Signal Installation -Citywide 265-682 782,632 370,696 22,749 393,445 50% PW-Electric Vehicles Charging Station 265-683 188,000 109,990 - 109,990 59% Fire Station 84 Training Room Improvement 265-687 666,750 - - - 0% Citywide Street Light Acquisition and LED Retrofit 265-688 7,203,311 14,965 842 15,807 0% Expanded Recycled Water Plant Material Conversion Project 265-689 568,039 17,953 21,700 39,653 7% 115 Branding and visioning- Conceptual Landscape Corridor Plan 265-690 398,960 9,429 - 9,429 2% Main Street Property Improvements 265-691 125,647 333 - 333 0% Margarita Recreation Center 265-692 7,911,264 116,007 1,013,621 1,129,628 14% Old Town parking Structure 265-694 971,171 101,032 38,982 140,014 14% Old Town Street Lighting LED 265-695 16,246 - - - 0% Sidewalks -Old Town Boardwalk Enhancement 265-696 833,942 151,594 58,925 210,519 25% City Facilities Rehabilitation 265-701 184,280 69,776 35,794 105,570 57% Bike Lane and Trail Program Citywide 265-703 365,867 - 70,000 70,000 19% Meaians & Ornamental Neaestrian Barriers - Citywide 265-704 267,000 41,752 484 42,236 16% Sidewalks -Citywide 265-708 344,038 9,610 12,181 21,791 6% Citywide Surveillance Cameras 265-711 1,842,831 1,739,278 103,202 1,842,480 100% American With Disabilities ACT (ADA) Transition Plan Upgrade 265-713 86,134 12,291 37,497 49,788 58% Citywide Storm Drain Improvements 265-715 9,275 - - - 0% Bike Lane Trail Prgm Pump Track 265-718 300,000 26,798 59,312 86,110 29% French Valley Pkwy/1-15 Improvements - Phase 1 265-719 180,539 7,674 33,384 41,058 23% Butterfield Stage Road Extension 265-723 11,727,233 121,360 6,832,745 6,954,105 59% French Valley Pkwy/1-15 Improvements - Phase 11 265-726 7,758,162 967,981 1,854,685 2,822,666 36% French Valley/1-15 Phase III 265-728 180,000 560 30,000 30,560 17% Murrieta Creek Improvements 265-735 294,283 20,902 39,308 60,210 20% Santa Gertrudis Creek Pedestrian Bicycle Trail Extension and Interconnect 265-739 4,810,267 126,644 58,994 185,638 4% Temecula Park and Ride 265-747 1,643,388 1,177,483 318,308 1,495,791 91% Fire Station Roripaugh- Phase 11 265-753 5,462 - 5,462 5,462 100% Developer Reimbursements 265-763 100,028 100,000 - 100,000 100% Emergency Operations Center (EOC) 265-765 11,317 10,111 1,107 11,218 99% Sidewalks -Old Town Improvements 265-766 458,901 433,231 86,803 520,034 113% CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CAPITAL IMPROVEMENT PROJECTS FUND (continued) for the 3rd Quarter Ended March 31, 2019 Account Annual Year -to -Date Percentage Number Amended Activity Encumbrances Total Activity of Budget Budget EXPENDITURES - contV: Ronald H Roberts Temecula Public Library Enhancement 265-773 1,927 - - - 0% Sidewalk-Ynez Road 265-775 4,417 902 3,216 4,118 93% Utility Undergrounding-Citywide 265-776 155,314 - - - 0% Sport Field Lighting LED Conversion 290-113 250,000 - 61,988 61,988 25% Ronald Reagan Sports Park Restroom Expansion and Renovation 290-114 725,000 11,390 - 11,390 2% Fallen Heroes Memorial 290-115 206,273 186,696 18,691 205,387 100% Community Recreation Center (CRC) Pool Site Enhancements & Renovations 290-116 1,846,977 986,175 860,416 1,846,591 100% Community Services Master Plan 290-117 250,000 - - - 0% Playground Equipment Enhancement and Safety Surfacing 290-120 873,008 864,634 864,634 99% Teen Village 290-122 1,137,915 - - - 0% Children's Museum Enhancement 290-125 488,000 81,926 (47,683) 34,243 7% Flood Control Channel Reconstruction and repair 290-127 1,009,153 29,409 130,081 159,490 16% Parks Improvement Program 290-130 241,202 145,418 46,666 192,084 80% Sam Hicks Monument Park Playground Enhancement 290-132 325,335 41,757 178,943 220,700 68% Harveston Lake Infrastructure Improvements 290-136 92,300 41,661 - 41,661 45% Sports Court Resurfacing 290-141 100,000 - - - 0% Temecula Elementary School TES Pool 290-143 335,100 10,073 36,782 46,855 14% Library Parking- Phase II 290-153 2,540,842 133,710 119,796 253,506 10% Public Restroom Renovations 290-155 308,706 11,090 - 11,090 4% Ronald Reagan Sports Park Channel Silt Removal and Desilting Pond 290-187 25,085 - 25,085 25,085 100% Tenant Improvement- 299-5213 241,500 41,585 149,915 191,500 79% TOTAL EXPENDITURES 111,720,448 21,000,847 21,777,180 42,778,027 38% (1) Other Financing Sources/(Uses): Transfers Out - (503,165) Revenues Over/(Under) Expenditures and Other Financing Sources/(Uses) (10,654,305) 12,410,522 Beginning Fund Balance as of 7/01/2018 20,236,009 20,236,009 Ending Fund Balance as of 3/31/2019 $ 9,581,704 $ 32,646,531 Notes: (1) The variance is primarily due to the timing of project expenditures and revenues differing from that anticipated in the budget. CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL 2011 FINANCING LEASE CIVIC CENTER AND COMMUNITY RECREATION CENTER (CRC) for the 3rd Quarter Ended March 31, 2019 REVENUES: 2011 Financing Lease Revenues TOTALREVENUES EXPENDITURES: Debt Service Principal Debt Service Interest TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 Annual Amended Budget $ 2,081,891 2,081,891 Total Activity $ 1,563,393 1,563,393 1,439,000 1,074,000 642,891 489,393 2,081,891 1,563,393 Percentage of Budget 75% 75% 75% 76% 75% CITY OF TEMECULA STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL 2018 FINANCING LEASE MARGARITA RECREATION CENTER (MRC) for the 3rd Quarter Ended March 31, 2019 REVENUES: Operating Transfers In 2018 Financing Lease MRC TOTALREVENUES EXPENDITURES: Debt Service Principal Debt Service Interest Cost of Issuance TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01/2018 Ending Fund Balance as of 3/31/2019 Annual Total Percentage of Amended Activity Budget Budget $ 416,855 $ 277,904 67% 100,000 95,000 95% 516,855 372,904 72% 251,647 166,844 66% 165,208 111,060 67% 95,000 95,000 100% 511,855 372,904 73% 5,000 - $ 5,000 $ CITY OF TEMECULA COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS As of March 31, 2019 Workers' Vehicles and Information Technologyu Support Support Facility Insurance Services Facilities Compensation Equipment Technology Replacement Services Replacement TOTAL Fund Fund Fund Fund Fund Fund Replacement Fund Fund Fund ASSETS Cash and Investments $ 761,375 $ 1,841,833 $ 3,040,734 $ 1,000,216 $ 1,180,935 $ 127,159 $ 260,340 $ 616,937 $ 34,758 $ 8,864,287 Receivables 3,063 8,613 15,883 6,434 5,178 1,897 216 21,906 183 63,373 Prepaid Assets 112,841 11,998 - - - - - - - 124,839 Property, Plant, and Equipment (net of accumulated depreciation) - 269,131 425,861 549,380 - 97,680 - 1,342,052 TOTAL ASSETS 877,279 1,862,444 3,325,748 1,432,511 1,735,493 129,056 358,236 638,843 34,941 10,394,551 LIABILITIES AND NET POSITION LIABILITIES: Current Liabilities 610,837 14,106 2 189,959 18,384 93,985 927,273 Capital Leases Payable - - 425,861 15,153 - 441,014 TOTAL LIABILITIES 610,837 14,106 2 615,820 33,537 93,985 1,368,287 NET POSITION: TOTAL NET POSITION $ 266,442 $ 1,848,338 $ 3,325,746 $ 816,691 $ 1,735,493 $ 95,519 $ 358,236 $ 544,858 $ 34,941 $ 9,026,264 NOTE: Balances are unaudited CITY OF TEMECULA REVENUES Investment Interest Transfer In- Measure S Transfer In Charges for Services TOTAL REVENUES EXPENSES: Salaries and Wages Operating Expenses Interest TOTALEXPENSES Revenues Over/(Under) Expenses COMBINING STATEMENT OF REVENUES, EXPENSES, and CHANGES IN NET POSITION INTERNAL SERVICE FUNDS As of March 31, 2019 Workers' Vehicles and Information Technology Support Support Facility Insurance Services Facilities Compensation Equipment Technology Replacement Services Replacement TOTAL Fund Fund Fund Fund Fund Fund Replacement Fund Fund Fund $ 5,938 $ 23,657 $ 40,681 $ 2,912 $ 13,025 $ 4,900 $ 365 $ 6,446 $ 741 $ 98,665 - - - - 375,000 - - - 375,000 750,000 - - 862,500 337,500 125,000 - 333,075 - - 1,658,075 873,505 565,203 75,583 2,520,383 223,462 233,602 24,796 962,086 3,734 5,482,354 879,443 588,860 978,764 2,860,795 736,487 238,502 358,236 968,532 379,475 7,989,095 27,188 26,443 - 1,362,995 - 167,161 293,920 1,877,706 637,770 100,700 240,711 1,153,847 250,444 418,373 650,806 344,534 3,797,185 - - - - - 1,549 - - - 1,549 664,958 127,143 240,711 2,516,842 250,444 587,083 - 944,726 344,534 5,676,440 214,485 461,717 738,053 343,953 486,043 (348,581) 358,236 23,806 34,941 2,312,655 Net Position as of7/01/2018 51,957 1,386,621 2,587,693 472,738 1,249,450 444,100 - 521,052 - 6,713,611 Net Position as of 3/31/2019 $ 266,442 $ 1,848,338 $ 3,325,746 $ 816,691 $ 1,735,493 $ 95,519 $ 358,236 $ 544,858 $ 34,941 $ 9,026,264 CITY OF TEMECULA STATEMENT OF NET POSITION - Fiduciary Fund CALIFORNIA EMPLOYEE RETIREE BENEFIT TRUST(CERBT)FUND As of March 31, 2019 CERBTFUND ASSETS: Cash and Investments $ 10,723,206 TOTAL ASSETS 10,723,206 LIABILITIES: Accounts Payable 66,670 TOTAL LIABILITIES 66.670 NET POSITION: 10,656,536 Held in Trust for Retiree Benefits 10,656,536 TOTAL NET POSITION $ 10,656,536 NOTE: Balances are unaudited CITY OF TEMECULA STATEMENT OF CHANGES IN FIDUCIARY NET POSITION - Fiduciary Fund CALIFORNIA EMPLOYEE RETIREE BENEFIT TRUSTFUND for the 3rd Quarter Ended March 31, 2019 CERBTFUND ADDITIONS CONTRIBUTIONS: Employer $ 586,637 Investment Earnings 292,896 TOTAL CONTRIBUTIONS 879.533 DEDUCTIONS: Benefits 653,307 TOTAL DEDUCTIONS 653,307 TOTAL ADDITIONS - Net Position as of 7/01/2018 10,430,310 Net Position as of 3/31/2019 $ 10,656,536 CITY OF TEMECULA STATEMENT OF NET POSITION - Fiduciary Fund PENSION RATE STABILIZATION FUND As of March 31, 2019 PENSION FUND ASSETS: Cash and Investments $ 9,612,907 TOTAL ASSETS 9,612,907 LIABILITIES: Accounts Payable TOTAL LIABILITIES NET POSITION: 9,612,907 Held in Trust for Retiree Benefits 9,612,907 TOTAL NET POSITION $ 9,612,907 NOTE: Balances are unaudited CITY OF TEMECULA STATEMENT OF CHANGES IN FIDUCIARY NET POSITION - Fiduciary Fund PENSION RATE STABILIZATION FUND for the 3rd Quarter Ended March 31, 2019 PENSION FUND ADDITIONS CONTRIBUTIONS: Employer $ 1,404,941 Investment Earnings 198,612 TOTAL CONTRIBUTIONS 1,603,553 DEDUCTIONS: Benefits - TOTAL DEDUCTIONS TOTAL ADDITIONS Net Position as of 7/01/2018 8,009,354 Net Position as of 3/31/2019 $ 9,612,907 Item No. 7 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: June 25, 2019 SUBJECT: Approve the Cumulative Purchase of Miscellaneous Materials, Services, and Supplies Anticipated To Exceed $60,000 Per Vendor for Fiscal Year 2018-19 PREPARED BY: Mary Vollmuth, Purchasing Manager RECOMMENDATION: That the City Council approve the purchase of miscellaneous materials, services and supplies as described from the following vendors in the amounts indicated for Fiscal Year 2018-19. FY 18 kmou DeseriDtion of Purchases Downs Fueling $115,000 City Fleet Fuel Hanks Hardware $100,000 Misc. Hardware Supplies Waxie Sanitary Supply $60,000 Misc. Janitorial Supplies BACKGROUND: Pursuant to Resolution No. 19-37, any purchase of services, supplies or equipment in excess of $60,000 requires City Council action. Throughout each year, multiple City departments purchase supplies and equipment from the same vendors. While no single department purchases over $60,000, the cumulative purchases citywide from the vendors noted above may exceed this threshold. Therefore, staff is requesting that the City Council authorize the cumulative purchase of miscellaneous services, materials and supplies that may exceed the $60,000 threshold. FISCAL IMPACT: Adequate funds are programmed in the Fiscal Year 2018-19 operating budget for affected departments. ATTACHMENTS: None Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: June 25, 2019 SUBJECT: Approve an Agreement with David Turch and Associates for Federal Legislative Consultant Services and Authorize the Reissuance of a Request for Proposals for State Legislative Consultant Services (At the Request of Subcommittee Members Mayor Pro Tempore Stewart and Council Member Rahn) PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council approve an agreement with David Turch and Associates for federal legislative consultant services and authorize the reissuance of a request for proposals for state legislative consultant services. BACKGROUND: On April 1, 2019, the City issued a Request for Proposals (RFP) for both federal and state legislative consultant services. The RFP process was administered through the City's electronic bidding system PlanetBids. The RFPs were live from April 1, 2019 through April 30, 2019. In addition to direct notifications from PlanetBids, potential proponents were also notified of the RFP via electronic mail utilizing a list of lobbyists retained by the League of California Cities. In response to the RFP, the City received five (5) proposals for federal services and only one (1) proposal for state services. On April 23, 2019 the City Council appointed the subcommittee of Mayor Pro Tempore Stewart and Council Member Rahn to assist staff in evaluating the responsive RFPs. The subcommittee met and provided ongoing guidance over the last few weeks accordingly. With respect to the federal RFP, the subcommittee recommended that based on overall factors associated with experience providing federal legislative services to local governments in California, specifically cities similar in nature to Temecula, and costs, that the federal legislative services agreement be awarded to David Turch and Associates. In addition, as the City's existing consultant, David Turch and Associates has a demonstrated record of securing federal funding for the City, arranging meetings and providing access to federal representatives and agencies, and providing guidance on issues of legislative importance to the City. With respect to the state RFP, in light of the City receiving only one (1) proposal from the incumbent, the subcommittee recommended that the City reissue the RFP at the beginning of the new legislative session as the existing session is more than halfway over. The City is an active member of the League of California Cities, with strong elected official and staff representation at the department, division and state levels, and will remain enagaged on all state legislative fronts as a result between now and the beginning of the new legislative session. The hope is that the City will receive more than a single proposal to a reissued RFP at the conclusion of the current session when the legislative activity has slowed somewhat. The incumbent is also welcome to submit a proposal to the reissued RFP at the relevant time. With more than a single proposal, the City will have an opportunity to competitively bid and evaluate these important services. As such, it is recommended that the City Council approve an agreement with David Turch and Associates for federal legislative consultant services and authorize the reissuance of a request for proposals for state legislative consultant services. FISCAL IMPACT: The relevant funds for state and federal legislative consultant services are budgeted for annually in the City Manager's budget. The City Manager's budget for Fiscal Year 2019-2020 adequately covers the annual agreement amount for federal legislative consultant services. ATTACHMENTS: Federal Legislative Consultant Services Agreement and Exhibits AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND DAVID TURCH AND ASSOCIATES FEDERAL LEGISLATIVE CONSULTANT SERVICES THIS AGREEMENT is made and effective as of June 25, 2019, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and David Turch and Associates, a sole proprietor, (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: TERM This Agreement shall commence on July 1, 2019, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2022, unless sooner terminated pursuant to the provisions of this Agreement. The City may, upon mutual agreement, extend the contract for two (2) additional three (3) year terms. In no event shall the contract be extended beyond June 30, 2028. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed Sixty - Six Thousand Dollars ($66,000) each fiscal year, for a total not to exceed Agreement amount of One Hundred and Ninety Eight Thousand Dollars ($198,000) unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. C. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. 1) Minimum Scope of Insurance. Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. a. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. b. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). C. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. e. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: David Turch and Associates Attention: Jamie Jones 517 2"d Street, Northeast Washington, DC 20002 14. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. DAVID TURCH AND ASSOCIATES CITY OF TEMECULA (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation,) By: Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: By: --- — - Peter M. Thorson, City Attorney By: David Turch, CEO i By: _ Marilyn C mpbell, Chi4 Operating Officer CONSULTANT David Turch and Associates Attention: Jamie Jones 517 2nd Street, Northeast �- Washington, DC 20002 (202) 543-3744 _ Jamie.jones@davidturch.com D MInitialsate: j�LY EXHIBIT A Tasks to be Performed All tasks to be performed are per the proposal provided by the Consultant attached hereto and incorporated herein as though set forth in full. EXHIBIT B Payment Rates and Schedule Cost for services shall be as per Consultant's proposal attached hereto and incorporated herein as though set forth in full but in no event shall the total cost of services exceed One Hundred and Ninety Thousand Dollars ($198,000) for the total term of the Agreement unless additional payment is approved as provided in the Payment section of this Agreement. 10 777, , r r TT Chy of'Fenn aec-o-7,112 C z 1`11 a, ! b i-ni 1,2 Apr is 30, 20 I'L -9) Bpi "J- w-FuT.. ,"ep— e Table of Contents 1 _ Cover Letter 3 2. Qualifications and Experience 4 A_ Number of Years David Turch and Associates in Business 4 B. Name of Project Manager 4 C. Staff Resumes 4 D. List of Five (5) References from California Public Entities 6 E. Services to be Outsourced to a Subcontractor 10 F. List of All Licenses, Documents to Perform Services 10 G. List of Firm's Current or Adjudicated Litigation 10 H. Explanation of Methodology in Performing Services 10 1. Description of Proposerr's Warranty/Guarantee of Work Product 11 J. List of Complementary Services Offered By Proposer 11 K. List of Services and/or Information Needed from City 12 3. Technical Approach and Timeline 12 4. Price 15 2 1. COVER LETTER April 30, 2019 Ms. Randi Johl, JD, MMC Director of Legislative Affairs/City Clerk City of Temecula 41000 Main Street Temecula, California 92590 Dear Ms. Johl: David Turch and Associates is a successful, experienced, and well -respected federal government relations firm operating continuously since 1987. We work with dozens of local government entities across the United States and with private sector companies domestically based and abroad. The primary focus of our federal advocacy, however, involves servicing our municipal clients in California. David Turch and Associates has had the privilege of representing the City of Temecula in Washington, DC for the past two decades. We know your priorities and issues of concern. Our commitment to the City is to continue to meet your federal objectives by delivering an unparalleled level of service through our comprehensive strategic planning, legislative goal setting, intergovernmental advocacy and political analysis. David Turch and Associates is located on Capitol Hill at 517 2"d Street, Northeast, Washington, DC 20002. Our main line office number is (202) 543-3744. Our Federal Legislative Consultant Services Proposal to the City of Temecula is valid for a period of ninety (90) days. David Turch and Associates as a firm and our associates in particular are free of any conflicts of interests relative to the services to be provided to the City of Temecula. Our records on behalf of the City will remain in the United States. We look forward to continuing to provide the City of Temecula with the excellent representation in Washington you expect and deserve. Please contact Jamie Jones at Jam'eJones(,d,DavidTurch.com or contact the office at (202) 543-3744 with any questions or comments about this proposal. David N. M. Turch 9 2. QUALIFICATIONS AND EXPERIENCE A. Number of Years David Turch and Associates in Business David Turch and Associates was founded by Mr. Turch in 1987 and has operated continuously without interruption for the past 32 years. B. Name of Project Manager Jamie Jones will be the City's primary point of contact and project manager. Jamie will be Temecula's staff contact on all matters dealing with the City's federal advocacy efforts and projects. Jamie will handle the City's federal day-to-day activities and work on them through completion. C. Staff Resumes David Turch and Associates has the right people to achieve your objectives. We have the institutional knowledge to expertly navigate Congress and the Executive Branch. We pride ourselves in working year-round for our clients and are accessible through many means of communication. While Jamie Jones will be your day-to-day point of contact, our whole advocacy team is dedicated to your success. David Turch David Turch served more than fifteen years as a legislative aide with Members of both the U.S. House and Senate and both major political parties. After a career on Capitol Hill, he became a division director for two of the nation's largest public relations firms. There, David achieved substantial expertise in the development of successful government marketing strategies. In August of 1987 he founded David Turch and Associates at its present location on Capitol Hill_ David was graduated from Saint John's University with majors in economics and business administration. Marilyn Campbell Marilyn Campbell is our chief operating officer. A native Washingtonian, Marilyn brings extensive management and political experience including staff service on the House Rules Committee, the most powerful committee in Congress. Ms. Campbell also served as a staff member to the Senate Committee on Energy and Natural Resources and the Senate Committee on the Judiciary. Subsequently, Marilyn managed some of Washington's top law firms and the Washington office of Ferranti International of the United Kingdom, one of the world's leading defense contractors. Col. Vic Tambone (USAF stet.) Mr. Tambone served the country as an Air Force officer for twenty-four years, rising to the rank of colonel. In addition to being a pilot, staff officer, and commander, he served with 4 distinction in the Office of Legislative Liaison for the Secretary of the Air Force. Tambone also served as a program manager for aircraft acquisition, an Advance Agent for Presidential Flight Support, and the military aide to Secretary Henry Kissinger. President Bush appointed Mr. Tambone as the first Chief of Staff, Science and Technology Directorate, U.S. Department of Homeland Security, where he served as special advisor to the members of the Under Secretary's immediate staff and also as a liaison to other components of the Department, the Administration, and the US Congress. Victor Tambone attended the Virginia Military Institute and graduated from the United States Air Force Academy. He earned a Bachelor of Science degree in aeronautic engineering and a minor in astronautic engineering. He also holds an advanced degree in international politics from Webster University and is a graduate of the Harvard University Kennedy School of Government, and National Preparedness Leadership Institute. Jamie .cones Jamie Jones has been with David Turch and Associates for the past 18 years focusing on meeting our clients' interests in public safety, transportation, aviation, economic development, defense, environment and water related matters. Jamie has extensive experience working with municipalities, particularly in California. On water issues, Jamie was instrumental in developing a federal strategy that secured over $23 million in federal funds for our clients' perchlorate groundwater remediation projects. An important part of the strategy involved developing a creative solution around a client lawsuit against the Pentagon which directly threatened our ability to tap federal funds. The successful initiative entailed working with the Environmental Protection Agency and a research and development entity under the auspices of the Office of the Secretary of Defense, relevant House and Senate authorization and appropriations committees, and key players in the California congressional delegation. Jamie was the lead lobbyist in charge of amending federal statute to facilitate the legal separation of Ontario International Airport from the City of Los Angeles/LAWA. The $250 million transfer agreement hinged on enactment of our amendment. We had to overcome earmark objections, legislative hurdles and secure FAA and aviation stakeholders support. Jamie worked with the Federal Aviation Administration, the chairmen and ranking members and staff of the House Transportation and Infrastructure Committee and the Senate Commerce, Science and Transportation Committee, and California Congressional members, including Republican and Democratic party leaders. Jamie also is actively engaged in working with our clients in securing funding for interchanges, bridges, roads, intermodal and transit infrastructure as well as grade separation projects. Jamie works on a host of public safety issues important to our clients, including grant programs for firefighters and law enforcement. Jamie has assisted clients secure discretionary grants under the Staffing for Adequate Fire and Emergency Response (SAFER) and the Assistance to Firefighters Grant (AFG) programs as well as funding for law enforcement such as the COPS Hiring Program. Jamie represents the ICI System Joint Powers Authority, a public safety communications network that serves more than 60 municipal Fire and Police agencies and their more than 25 Regional 9-1-1 emergency 5 Dispatch Centers as a primary Land Mobile Radio (LMR) System in Los Angeles County. Jamie coordinates with ICI member agencies in our outreach to the FCC and Congress to overturn a provision in public law that mandates the FCC to reallocate and auction public safety T-Band (470-512 MHz) --- spectrum used for mission critical voice communications in some of the largest metropolitan areas in the country, including Los Angeles, New York, Boston, Chicago and Philadelphia. Prior to joining the firm, Jamie worked for twelve years in the U.S. House of Representatives. As a senior level staffer for a member from the Los Angeles County Congressional Delegation, Jamie managed the legislative operations of the office and worked closely with both the Republican and Democratic leaderships of the House. Jamie worked as a consultant/advance representative on a congressional campaign in New York City. He was also a senior associate for a New York -based financial institution. Jamie holds an advanced degree in International Affairs from The American University. Kevin Bosch Kevin Bosch has worked for David Turch and Associates since 1993. He currently manages the research operations for the firm. In this capacity, he tracks and analyzes legislative and regulatory actions of the federal government. Additionally, Mr. Bosch analyzes and monitors the grant process and opportunities within the executive branch, including the interplay of the Congress and executive branch in spending decisions. Kevin also assists in servicing clients. His decades of experience studying the intricacies of our federal system is unparalleled. He is a tried and true problem solver. Mr. Bosch received his Master of Arts degree in Comparative Politics from the American University in Washington D.C. He holds a Bachelor of Arts degree in Political Science from Calvin College in Grand Rapids, Michigan_ Lena Pendergrass Lena Pendergrass joined the firm from Penza State University where she earned her degree in Marketing. After graduating college, she worked for several event planning firms. Her experience allows her to provide the firm with an extensive knowledge of logistics and strategic planning for organizing client's meetings and events. D. List of Five (5) References from California Public Entities 1. Client Name: City of Imperial, California Client Point of Contact: Councilman and former Mayor Geoff Dale Telephone Number and Email Address: (760) 355-4373; gdaleLg_)citXofimperial.org David Turch and Associates Project Manager: Jamie Jones We secured a legislative waiver for the City of Imperial, California to be eligible for grants within the Rural Development Program. The City of Imperial, in partnership with the County of Imperial, was in the planning and design stage of constructing a water and wastewater treatment facility to serve the economic and development needs of the region. The City of Imperial had been working with USDA but because of an increase in its 31 population and Median household Income, fell outside the eligibility requirements of the Rural Development Program. In light of the fact that agriculture is the primary economic driver for the City and County, ensuring the City's access to the Rural Development Program was essential. The waiver allowed the City to continue to work with the USDA. On behalf of the City of Imperial, California, we worked with the Commerce Department's Economic Development Administration (EDA), both here in Washington, D.C. and with their regional office in southern California. Our work with EDA paid off in 2013 when the City of Imperial secured a $3,000,000 EDA grant to fund the extension of water, wastewater, and the construction of surface road and other improvements along Neckel Road. We have worked with the City of Imperial, the City of El Centro and the County of Imperial in securing Department of Transportation waivers so that Imperial County Airport can continue to participate in the Essential Air Service (EAS) program. The EAS provides a federal subsidy to encourage commercial passenger air service in rural communities. The FAA Modernization and Reform Act of 2012 (Public Law 112-95) amended the EAS requiring participating communities to maintain an average of 10 enplanements or more per service day in order to remain program eligible. This new statutory requirement took effect at the beginning of FY 2013. Imperial County Airport's average daily enplanements for FY 2013 was below the minimum DOT threshold. David Turch and Associates worked with all regional stakeholders, including Senator Dianne Feinstein and then Senator Barbara Boxer and Representative Juan Vargas in a successful effort to secure a waiver, which was issued by the Transportation Department in September 2014. We organized several meetings with EAS officials, including managing a letter writing campaign, and held numerous communications with congressional and regional representatives. Continued EAS service to the airport is a critical component of the region's economic development plans. The waiver allowed the airport to continue to have access to the $1.6 million EAS grant through FY 2015. We successfully undertook the waiver process again in FY 2016 and FY 2017. 2. Client Name: City of Rialto, California Client Point of Contact: Mayor Deborah Robertson Telephone Number and Email Address: (909) 8202689; drobertson&altoca.gov David Turch and Associates Project Manager: Jamie Jones Through our advocacy work with EPA, we were able to help the City of Rialto partner with the agency to establish a job training program aimed at helping prepare young adults in Rialto for employment opportunities in the hazardous waste cleanup industry. The Superfund Job Training Initiative (SuperJTI) program combines extensive classroom instruction with hands-on training exercises for each participant. SuperJTI graduates have the technical skills to work on a broad range of construction, environmental remediation, and cleanup projects at Superfund sites. EPA offers SuperJTI training through its Technical Assistance Services for Communities (TASC) contract, which provides training and independent technical assistance to communities. TASC provides assistance to communities affected by hazardous waste sites regulated by the Comprehensive 7 Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund, and the Resource Conservation and Recovery Act (RCRA). On water related projects, we have worked with a number of clients including the City of Rialto. In this capacity, we worked with the California congressional delegation to secure both federal funding and administrative agency solutions to the issue of perchlorate groundwater contamination in the Rialto -Colton Basin. We worked with the U.S. Environmental Protection Agency (EPA) and relevant congressional committees, in particular the Senate Environment and Public Works Committee, in advancing Rialto's objective by securing a National Priorities Listing (NPL) of the 160-acre B.F. Goodrich area as a superf nd site. In addition, we helped secure over $23 million in perchlorate remediation from the Department of Defense and EPA. 3. Client Name: Riverside Transit Agency Client Point of Contact: Larry Rubio, CEO Telephone Number and Email Address: (951) 565-5022; Irubio@riversidetransit.com David Turch and Associates Project Manager: Kevin Bosch and Marilyn Campbell David Turch and Associates secured $2.4 million from the Federal Transit Agency through the Clean Fuel Grant as well as replaced and doubled to a total of $2.2 million of previously rescinded funds for the transit center. We continue to work with the Riverside Transit Agency on other ongoing projects. 4. Client Name: Interagency Communications Interoperability (ICI) System, California Client Point of Contact: Ray Edey, Executive Director Telephone Number and Email Address:(818) 548-3151; redey@glendaleca.gov David Turch and Associates Project Manager: Jamie Jones David Turch and Associates provides federal advocacy services for the Interagency Communications Interoperability (ICI) System Joint Powers Authority (JPA), a multi -city member agency including Beverly Hills, Burbank, Culver City, Glendale, Montebello, Pasadena, Pomona, Santa Monica, Torrance and West Covina. In addition, ICI network subscribers include the Bob Hope Airport Authority, the Los Angeles Interagency Metropolitan Police Apprehension Crime Task Force (LA IMPACT), and the Verdugo Fire Communications Center, serving the cities of Burbank, Glendale, Pasadena, Arcadia, Monrovia„ South Pasadena, San Marino, San Gabriel, Sierra Madre, Monterey Park, and Alhambra. The ICI System covers over 3 million residents in Los Angeles County. Our firm has been actively promoting ICI's federal agenda with key Members of the House and Senate as well as relevant congressional committees and the executive branch. We have worked with ICI board members and staff in crafting a federal strategy that advances ICI's interests by: educating federal representatives about the critical nature of the organization's work; pursuing appropriations and programmatic funding; and leveraging congressional support on behalf of ICI, resulting in millions of dollars in federal funds from the Urban Area Security Initiative (UASI) and the State Homeland Security Grant Program (SHSGP) for the build out of the system_ On policy and regulatory fronts, we have promoted ICI's interests before federal agencies including the Department of Justice's Office of Community Oriented Policing Services regarding COPS Technology funding, the Department of Homeland Security's Federal Emergency Management Agency (FEMA) regarding their grants programs and `Best Practices" site, and Homeland Security's Science and Technology Directorate Command, Control and Interoperability Division regarding the establishment of national standards for interoperable communications. ICI members worked with the Department of Commerce's National Telecommunications and Information Administration (NTIA) to discuss the agency's implementation and administration of the $1 billion Public Safety Interoperable Communications Grant Program (PSIC) as well as the Broadband Technology Opportunities Program (STOP). More recently, ICI System has been meeting with the Federal Communications Commission (FCC) and congressional members and House Energy and Commerce Committee members and staff to discuss a legislative provision in P.L. 112-46, legislation mandating a' -take back" of frequencies in the UHF T-Band portion of spectrum (470-512 MHz), which is used to support public safety mission critical voice communications in eleven of the largest metropolitan areas in the country, including in LA County. ICI operates within the T-Band range of frequencies. We are working to resolve the T-Band issue with Congress and have secured the introduction of legislation to waive the T-Sand auction. We have built a legislative coalition with New York City, Boston, Chicago and Philadelphia. The enactment of this legislation will preserve public safety mission critical voice communications for most independent cities in LA County and save our client and municipalities throughout Los Angeles County hundreds of millions of dollars. 5. Client Name: City of Beverly Hills, California Client Point of Contact: Mayor John Mirisch Telephone Number and Email Address: (310) 285-1012; jmirisch@beverlyhills.org David Turch and Associates Project Manager: Jamie Jones We were tasked by the City of Beverly Hills to raise the profile of their project to deploy driverless municipal shuttles within the City with key transportation decision -makers in Washington, DC. We worked closely with City staff and Mayor John Mirisch on promoting the City's concept in operating and managing driverless municipal shuttles as a means of increasing mobility for its residents and visitors, as well as addressing "first and last mile" issues in connection with a planned subway station. The Municipal Autonomous Shuttle System (MASS), as envisioned by Beverly Hills, will provide riders with citywide on -demand, point-to-point transportation allowing anyone in the City to get from one part of town to another with pickup and drop-off locations determined by the rider. This new public mode of transportation will help take private cars off streets, reduce demand for parking, and increase safety and mobility for everyone, including the disabled and the elderly, and will afford local polieymakers with exciting new opportunities in urban planning and land use decisions. 9 In promoting this project, we worked with Mayor Mirisch and City staff in drafting an Autonomous Vehicle (AV) resolution for consideration before the US Conference of Mayors (USCM) Indianapolis meeting in June 2016. We coordinated the City's initiative with USCM's staff and submitted the resolution on behalf of Beverly Hills. Following USCM adoption, we circulated the resolution to the City's congressional delegation. On the heels of the USCM conference, we organized and planned a Washington, DC advocacy trip for Mayor Mirisch to discuss the City's project. While in DC, Mayor Mirisch met with General Motors and was invited to attend the World Mobility Leadership Forum in Detroit, Michigan. We also set up senior level meetings with the Administrator of the Federal Transit Administration and the Administrator of the National Highway Traffic Safety Administration, the director of the Department of Transportation Office of Infrastructure Finance and Innovation along with a host of key congressional players including the chairman of the House Transportation Subcommittee on Highways and Transit, the founding member of the Congressional Smart Transportation Caucus, and senior Republican and Democratic staffs on the Senate Environment and Public Works Committee and the Banking, Housing and Urban Affairs Committee. We continue to work with the City in promoting the project. E. Services to be Outsourced to a Subcontractor We do not expect to outsource any federal advocacy service required by the City of Temecula. F. List of All Licenses, Documents to Perform Services David Turch and Associates operates with all necessary/required permits and licenses in order to operate in Washington, DC. G. List of Firm's Current or Adjudicated Litigation David Turch and Associates has not in the last five (5) years been engaged in any litigation, including personal and/or property. H. Explanation of Methodology in Performing Services David Turch and Associates has a demonstrated history of success in securing federal funding, especially on behalf of Southern California municipalities. Members of our firm are constantly cultivating and strengthening relationships with congressional offices, committee leaders, and executive branch officials. We pride ourselves on working both sides of the political aisle, regardless of who is in the majority. When advancing your priorities in Washington, DC, our focus is to work directly with key decision -makers on Capitol Hill and federal agencies who can help us reach your legislative, regulatory and funding objectives. As the City's project manager, Jamie Jones will work directly with City staff and Council Members in developing the City's legislative priorities. This will be done with frequent 10 visits to Temecula as well as regular communication via the telephone and email. As you know from our current level of service, Jamie is always responsive to your requests for information and available to either visit the City at a moment's notice or respond to any questions. In promoting your priorities and grant applications, Jamie and our team work diligently with congressional offices in enlisting their support and with the agencies in charge of managing the grant program. We pay particular attention in coordinating with local and regional agency offices who, in many cases, are better situated to guide us through the grant program. In establishing such connections, we organize teleconferences and meetings with federal regional representatives and appropriate City staff We find these types of contacts to be invaluable. In addition, we organize meetings with federal departments and agencies in Washington, DC to ensure your projects and concerns receive the highest level of attention. We draft correspondence and memoranda and frequently contact congressional and federal staff in advancing your interests. We leverage every resource at our disposal to advance your cause. We serve as your eyes and ears in our nation's capital and are relentless in pursuing your federal objectives. Description of Proposer's Warranty/Guarantee of Work Product Our guarantee to the City of Temecula is we will work tirelessly to promote and achieve your legislative, regulatory and funding priorities. We have a proven track record of success that spans more than three decades. We are known and respected by Members of Congress and our clients for our integrity, diligence, innovation and hard work. We are good at what we do. We are eager to continue to represent and fight for your federal interests in Washington, DC. J. List of Complimentary Services Offered By Proposer Our federal advocacy services, as delineated in this proposal, are comprehensive and all inclusive. We will work with the City to develop specific briefing papers and other materials to effectively promote your agenda. We will organize and handle meetings in Washington, DC with Members of Congress, congressional and committee staffs as well as federal agency officials as needed throughout the year. We will identify and target federal agencies for funding based on the City's established priorities. In the process of advancing the City's agenda, we will conduct frequent follow-up meetings with both legislative and executive branch officials to ensure your projects and issues continue to receive the attention they deserve. When appropriate, we will facilitate, organize and participate in coalitions that will assist the City in achieving your legislative and funding priorities. You will receive regular updates via phone calls, emails and personal visits to the City. In addition, we will share with you our analyses and outlook on everything from budgetary, legislative, regulatory and political events in Washington, DC. Finally, we will provide you with a summary of our accomplishments and work with you to review, modify and/or update the City's legislative agenda for the upcoming year. II K. List of Services and/or Information Needed from City We firmly believe that we must work as a team in order to fully maximize the City's opportunities to meet your legislative and funding goals. In that regard, having access to key City staff is critically important. No one knows your projects as well as your department heads and technical support staff. Having access to the City's expertise is invaluable, both in developing priorities and promoting them in Washington, DC_ And, of course, nothing is more important than an engaged City Council, both as policy makers and as chief City promoters. We have found over the years that one of the most effective steps in mobilizing federal support for municipal projects is having council members make the pitch before Members of Congress and federal agencies. When council members show up on Capitol Hill, Members of Congress pay attention. 3. TECHNICAL APPROACH AND TIMELINE We maintain close relationships with our clients. Members of the management governing boards of our clients know us personally. We make frequent visits to your area. We listen. We work hard to understand your current needs and your plans for the future. We appreciate the role everyone plays in this team effort. Following contract renewal, we will travel to Temecula and meet with City staff, and others, at your behest. We will work with you to conduct a mid -year review of the City's short- and long-term priorities. Following this visit, we will contact your congressional delegation, relevant House and Senate committees, and agencies on your updated policy/agenda items. We also will work with City staff on any Council member visit to Washington, DC_ We will, moreover, continue to aggressively advocate for the City's Infrastructure for Rebuilding America (INFRA) grant application for the I-15/French Valley Parkway Phase 11 project with key Transportation Department officials and Members of Congress. We understand the critical nature of securing funding for this project in this INFRA round and are pulling all stops to obtain a grant award. In addition, we are closely monitoring the Murrieta Creek Flood Control Project with the US Army Corps of Engineers. We have successfully engaged your congressional delegation, in particular Representative Ken Calvert through the annual Energy and Water Appropriations bills, and the ACOE itself. One of the most effective ways to promote the City's priorities is by leveraging Temecula's elected officials in Washington, DC. We will continue to encourage the City to send officials to meet with congressional representatives and relevant douse/Senate committees and federal agencies and look forward to planning such trips. If Council members are unable to come to Washington, DC as part of a City delegation, we are prepared to piggy- back on any non -City related trips Council members may take to our nation's capital_ Your involvement with us in the federal advocacy process and public policy issue debates are integral for success. 12 Congressional Timeline January through mid -March is the time when City officials across the country frequently come to Washington, DC for the annual meetings of the U.S. Conference of Mayors, the National League of Cities, the American Public Transit Association and other organizations that deal with public sector issues. If Temecula officials are in town for these activities, we will encourage you to also participate in Capitol Hill and agency meetings specific to your interests. We will organize these meetings around your planned itinerary. This will give us the opportunity to further promote the City's federal agenda. During February, March and April, appropriations committees hold their most important hearings on the President's budget proposal. These hearings offer an excellent opportunity to deliver your message. If the City has a strong vested interest in a particular budget item/issue, we can arrange for you to testify at a hearing as well as help to draft your statement. From about April through September, we regularly meet with Members, senior committee professional staff and executive branch officials to monitor the progress of funding priorities, grant applications and other City interests. Appropriations bills are traditionally produced between June and September. These bills are frequently passed on very short notice. An entire year's hard work can be lost overnight. Additional visits, phone calls and letters to congressional offices may be required to ensure the City's interests are protected. The identities and agendas of the decision -makers may not be apparent to outsiders. We know how to close the deal. How We Serve As Your Congressional/Federal Liaison One important part of congressional liaison work is simply to be there. We are. We walk the halls of Congress on a daily basis, talk with Members and their staffs and understand the latest developments. David Turch and Associates' physical location in a historic district adjacent to the Senate office buildings on Capitol Hill helps. Promoting your program and interests to the Congress and federal agencies is best done by keeping it simple. We help develop material and messages that can be encapsulated in one page -- or less. The detail, when required, will be attached but the message or request needs to be clear and concise. The follow up is crucial. Reminders are constantly made with key congressional offices. We keep you informed of progress and problems. Besides monitoring federal budgetary issues for Temecula, we will also track legislative bills that may have a positive or negative affect on the City. When appropriate, we will work in sync with national organizations like the US Conference of Mayors and the National League of Cities to advance your priorities. 13 Demonstrated Bipartisan Support David Turch and Associates has a working relationship with many Members from both political parties in the House and the Senate. We work closely with the senior decision - makers on Capitol Hill to advance your agenda. Congressional staff is also important. They provide expert advice and counsel as well as carry out to conclusion decisions made by Members. We pay careful attention to our continuing relationship with staff members. We also work with many of the committees and subcommittees that handle issues important to you. We are well grounded in the process of our government, not just in the people elected to govern. Our staff understands how, when and where the laws are written. Consequently, our work is relatively unaffected by changes in congressional leadership. We are well known by the chairmen of the committees and the ranking minority members. We are respected for our integrity and honesty in representing our clients. ]Federal Funding Opportunities Part of our strategy to overcome the earmark moratorium is to be aggressive in pursuing federal funding opportunities and regulatory/programmatic issues of concern. We will continue to match the City's priorities with current federal funding programs. We have one of the most sophisticated grant tracking programs in Washington. We systematically search for funding programs that will meet your needs. We flag all relevant funding opportunities and guide you through the application process. We are notified by the appropriate agency relevant to Temecula and convey the funding opportunities to you. We work with you to implement our strategy to win political support and pursue funding for your various priorities. And, of course, we work with your congressional delegation to leverage their support for your federal funding requests as well as advise them of your legislative/regulatory interests and concerns. Council Federal Workshop As part of our effort to strengthen the City's federal agenda, we recommend holding a federal workshop for the Council at a time of your convenience. We have found that these workshops act as a constructive way to get Council input and direction on the City's federal priorities and interests. We will provide an overview of the federal budget process, explore different City priorities and federal funding opportunities and recalibrate, if need be, the City's federal agenda. Reporting We place great emphasis on communication. This is done through personal updates and frequent visits to Temecula. We will communicate with the City extensively and regularly expect to hear from you. This gives the City immediate information and provides you with the ability to ask detailed questions and provide specific direction. Such personal service 14 fosters improved relations and provides a forum for more detailed examination of your federal issues. This clear understanding of the City's direction is most useful during the legislative session when we arrange meetings and the opportunity for you to testify before the federal government. Your issues are important -- they deserve proper acknowledgment and action. We understand how issues can develop quickly and have the ability to adapt to such changing political dynamics to advance the City's priorities. We also track issues not specifically listed but of interest to you. As a client, you are a priority to us. We are always available to you by email and phone call. Collaborating With National Associations/Organizations To further enhance the City of Temecula's presence in Washington, we belong to, or actively participate in, a number of organizations which include: — Women in Government Relations, — California League of Cities, — California State Association of Counties, — Washington Area Transit Industry Representatives, The U.S. Conference of Mayors, — The National League of Cities, The National Association of Counties, — The National Association of Housing and Redevelopment Officials. When appropriate, we coordinate and cooperate with other organizations, municipalities, companies and firms having similar legislative objectives as Temecula. Moreover, by leveraging nationally based organizations representing public sector interests, particularly during policy/programmatic campaigns targeting Congress and the Administration, we can more effectively advance the City's interest_ ' ' IS114J We agree with all points raised in Exhibit A in Temecula's RFF. As such, we recommend a negotiated monthly retainer as the best method of payment for our services. Monthly retainers are an agreed upon amount for which we will perform all of the activities necessary to effectively represent your interests. For you, a monthly retainer provides stability for planning and the elimination of the administrative expense required to analyze bills. The cost to begin service of a new account is very high. Retainers allow you to level those expenses over the life of the contract. We demand that members of this firm focus on the job to be accomplished, not on dollars received. Monthly retainers are one way to maintain this high standard. 15 We do not bill for usual and normal expenses such as copier costs, postage or messenger fees, local transportation in the Washington, D.C. area, telephone, fax or long-distance charges, secretarial service or Other usual administrative or office costs. Before incurring any extraordinary expenses, we solicit your prior approval. We encourage you to specify any other control over expenses you feel is appropriate. There are no hidden costs in our contract. Professional liability insurance is not applicable to our business. For the past three decades whenever requested the requirement has been waived. We do not carry Errors and Omissions insurance Several times we have analyzed our billing procedures and in every case the negotiated retainer amount was less than what hourly fees would have been. Our suggested cost for the level of services we believe you will require is five (5) thousand five (5) Hundred dollars ($5,500) per month or sixty-six thousand dollars ($66,000) per year. This proposal is valid for 90 days. URI Item No. 9 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Kevin Hawkins, Director of Community Services DATE: June 25, 2019 SUBJECT: Approve the Sponsorship Agreement with Motor Maids, Inc. for the 2019 Motor Maids Motorcycle Parade (At the Request of Subcommittee Members Mayor Pro Tern Stewart and Council Member Edwards) PREPARED BY: Dawn Adamiak, Community Services Manager RECOMMENDATION: That the City Council approve the sponsorship agreement with Motor Maids, Inc. for in -kind City support valued at $1,200 for the 2019 Motor Maids Motorcycle Parade. BACKGROUND: With approximately 1,300 members across the United States and Canada, the Motor Maids are a diverse group of women motorcyclists united through a passion for riding while fostering a positive image and promoting safe riding skills. The founding premise of the Motor Maids was to unite women motorcyclists in promoting motorcycle interest. The initial Constitutional Article establishing the requirements for membership has remained the Motor Maid hallmark since the first meeting- membership shall consist of women who legally own and operate their own motorcycle or one belonging to a family member. Staff received a sponsorship request from Motor Maids, Inc. to provide support for the 2019 Motor Maids Motorcycle Parade to be held on July 9, 2019. The Economic Development Committee of Mayor Pro -Tern Stewart and Council Member Edwards met on April 4, 2019 to review the budget on this special event and recommended support at the levels indicated below. The Motorcycle Parade will begin at Temecula Harley-Davidson and head north on Old Town Front Street, turning around in the Sixth Street parking lot and proceeding south on Old Town Front Street and ending in the Stampede parking lot. Temecula Police will be providing a soft road closure to assist with moving the parade through Old Town. FISCAL IMPACT: The City support costs of $1,200 are included in the Fiscal Year 2019-20 Operating Budget of the various supporting departments. ATTACHMENTS: Agreement SPONSORSHIP AGREEMENT BETWEEN CITY OF TEMECULA AND MOTOR MAIDS, INC. THIS AGREEMENT is made and effective as of this 25th day of June, 2019, by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City"), and Motor Maids, Inc, a social club (hereinafter referred to as the "Nonprofit"). In consideration of the mutual covenants, conditions and undertakings set forth herein, the parties agree as follows: 1. RECITALS This Agreement is made with respect to the following facts and purposes which each of the parties acknowledge and agree are true and correct: a. The Nonprofit shall operate the Motor Maids motorcycle parade (hereinafter referred to as the "Event") on July 9, 2019. The Event is a special event which is located in Old Town Temecula. b. The Event includes a motorcycle parade beginning at Temecula Harley, traveling north on Old Town Front Street, turning around in the 6tn Street Parking Lot and ending in the Stampede Parking Lot. C. Alcohol will not be served. d. The City desires to be a Co -Sponsor of the Event. 2. TERM This Agreement shall commence on June 28, 2019, and shall remain and continue in effect until tasks described herein are completed, but in no event later than July 31, 2019, unless sooner terminated pursuant to the provisions of this Agreement. 3. CONSIDERATION a. In exchange for providing the Nonprofit with in -kind city -support services valued at an amount not to exceed One Thousand Two Hundred Dollars and No Cents ($1,200.00). As a Co -Sponsor the City shall receive sponsor benefits as listed in Exhibit A b. The Nonprofit is requested to partner with the Temecula Valley Convention & Visitors Bureau ("TVCVB") to help promote the Event. The City of Temecula contracts with the TVCVB to generate Visitor -Related Economic Impact for the City of Temecula. This will include but not be limited to over -night room bookings, dining and shopping within the City of Temecula. Any media visits coordinated by the Nonprofit shall include an invitation to visit all Temecula entities (i.e. Old Town, wineries, golf). Secondly,the Nonprofit shall include in its basic press kit a press release provided by the TVCVB which focuses on the attractions of Temecula, including Old Town, golf, wineries, etc. This informational piece shall be provided to all media working with the Nonprofit or its representatives on festival -related stories. 4. MEETING ATTENDANCE The Nonprofit shall attend all City pre -event planning meetings and event recap meetings if warranted. 04/18/2018 5. INDEMNIFICATION The Nonprofit shall indemnify, protect, defend and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its elected officials, officers, employees, volunteers, and representatives from any and all suits, claims, demands, losses, defense costs or expenses, actions, liability or damages of whatsoever kind and nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of the Nonprofit's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement. 6. INSURANCE The Nonprofit shall secure and maintain from a State of California admitted insurance company, pay for and maintain in full force and effect for the duration of this Agreement an insurance policy of comprehensive general liability against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by July 1, 2019, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Recipient owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California--and—Employers--Liability--insurance.--If the Recipient --has no employees- while -- performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One million ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. C. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 04/18/2018 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the NonProfit; products and completed operations of the Recipient; premises owned, occupied or used by the Nonprofit; or automobiles owned, leased, hired or borrowed by the Nonprofit. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Nonprofit's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Nonprofit's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state: should the policy be canceled before the expiration date the issuing insurer will endeavor to mail thirty (30) days prior written notice to the City. 6) If insurance coverage is canceled or, reduced in coverage or in limits -the -Nonprofit -shall-within-two-(2) business -days -of -notice from -insurer -phone, -fax, -and/or- --- notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Nonproft shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Nonprofit's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 7. GOVERNING LAW The City and the Nonprofit understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to 04/18/2018 enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 8. LEGAL RESPONSIBILITIES The Nonprofit shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Nonprofit shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Nonprofit to comply with this section. 9. ASSIGNMENT The Nonprofit shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. 10. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice: Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Recipient: Motor Maids, Inc. Attn: Pam Tiller PO Box 37185 Panama City, FL 32412 15. INDEPENDENT CONTRACTOR a. The Nonprofit shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of the Nonprofit shall at all times be under the Nonprofit's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Recipient or any of the Nonprofit's officers, employees, or agents except as set forth in this Agreement. The Nonprofit shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. The Nonprofit shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. No employee benefits shall be available to the Nonprofit in connection with the performance of this Agreement. Except for the fees paid to the Nonprofit as provided in the Agreement, City shall not pay salaries, wages, or other compensation to the Nonprofit for performing services 04/18/2018 hereunder for City. City shall not be liable for compensation or indemnification to the Nonprofit for injury or sickness arising out of performing services hereunder. 16. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 17. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of the Nonprofit warrants and represents that he or she has the authority to execute this Agreement on behalf of the Nonprofit and has the authority to bind the Nonprofit to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. 04/18/2018 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By Michael S. Naggar, Mayor ATTEST: By Rand! Johl, City Clerk APPROVED AS TO FORM: By Peter M. Thorson, City Attorney MOTOR MAIDS, INC. (Two signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation) By: Susan Gibson, P sident j By: Pam Tiller, Treasurer NONPROFIT Motor Maids, Inc. Attn: Pam Tiller _ PO Box 37185 Panama City, FL 32412 850-832-3752 Motormaids.treasurer _gmall.com PM Initials: 1 Date: J 6 04/18/2018 EXHIBIT "A" CITY OF TEMECULA SPONSORSHIP BENEFITS CO-SPONSOR Motor Maids, Inc. shall provide the following benefits and services for the citizens of the City of Temecula: • City of Temecula logo/name on advertisements • City of Temecula name on all press releases ■ City of Temecula logo/name on event poster • City of Temecula logo/name on event flyers • City of Temecula logo/name on event t-shirt "Press Releases will be distributed to all local media, however, publication cannot be guaranteed. Press Releases can also be provided to all sponsors for, distribution to their clients, agents, employees, etc. 04/18/2018 Item No. 10 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: June 25, 2019 SUBJECT: Approve an Agreement with Environmental Science Associates (ESA) for the Preparation of a Supplemental Environmental Impact Report for the Harveston General Plan and Specific Plan Amendment PREPARED BY: Lynn Kelly -Lehner, Principal Management Analyst RECOMMENDATION: That the City Council approve an agreement with Environmental Science Associates (ESA), for $232,175, plus a 10% contingency of $23,217.50, for a total agreement of $255,392.50, for the preparation of a Supplemental Environmental Impact Report for the Harveston General Plan and Specific Plan Amendment. BACKGROUND: The City is processing a Development Plan, General Plan Amendment, and Tentative Tract Map for a 325 unit single-family community built on 27.86 acres consisting of detached homes, townhomes, and duplexes. The project includes a pool area, tot lot with children's play area, raised gardens, citrus grove, barbeque area, and dog park. The project is located on the southwest corner of Date Street and Ynez Road in the Harveston Specific Plan area. In accordance with the California Environmental Quality Act (CEQA), ESA will prepare a Supplemental Environmental Impact Report (SEIR) for the proposed project that will include analysis in the following areas: • Land form and aesthetics • Air quality and greenhouse gases • Acoustics • Biological resources • Health risk assessment • Land use and planning • Public services and utilities • Vehicle miles traveled FISCAL IMPACT: There will be no fiscal impact to the City. The developer has deposited sufficient funds in a deposit account. ATTACHMENTS: Agreement with ESA AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) PREPARATION OF SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE HARVESTON GENERAL PLAN AND SPECIFIC PLAN AMENDMENT THIS AGREEMENT is made and effective as of June 25, 2019, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Environmental Science Associates a Corporation (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM_ This Agreement shall commence on June 25, 2019, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2020, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed two hundred thirty thousand one hundred seventy five dollars ($232,175.00), plus 10% Contingency of twenty three thousand two hundred seventeen dollars and fifty cents ($23,217.50) for a total Agreement amount of two hundred fifty five thousand three hundred ninety two dollars and fifty cents ($255,392.50) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 03/11 /2019 The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement as approved by City Council. Any additional work in excess of this amount shall be approved by the City Council. C. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be 03/11 /2019 maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. 1) Minimum Scope of Insurance. Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. 03/11 /2019 a. Minimum Limits of Insurance. Consultant shall maintain limits no less than 1) General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. b. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). C. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 03/11 /2019 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. e. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project 03/11 /2019 or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: Environmental Science Associates Attn: Eric Ruby 550 West C Street Suite 750 San Diego, CA 92101 14. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW 03/11 /2019 The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. 03/11 /2019 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Michael S. Naggar, Mayor ATTEST: By Randi Johl, City Clerk APPROVED AS TO FORM: By ENVIRONMENTAL SCIENCE ASSOCIATES (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: Eric Ruby, Senior Vice President By. Bobbette Biddulph, Vice President Peter M. Thorson, City Attorney CONSULTANT Environmental Science Associates Attn.: Eric Ruby 550 West C Street. Suite 750 San Diego, CA 92101 619-719-4188 eruby@esassoc.com PM Initia Date: 03/11 /2019 EXHIBIT A Tasks to be Performed The specific elements (scope of work) of this service include: Scope of Work This scope of work has been developed based upon discussion with City of Temecula staff, available project documents and information, CEQA statute and guidelines, City of Temecula CEQA guidelines, and assumes that all project description details will be provided by the City of Temecula ESA will prepare and process all requisite CEQA notices, advertising, mailings and documents for the City of Temecula Task 1 — Project Management/Coordination/Preliminary Environmental Review Project management/coordination and attendance at meetings will occur under this task We anticipate approximately 12 hours per month for project management/coordination for the duration of the project We have also included costs for meeting attendance (4) and conference calls with the city for the duration of the project (9 months) and attendance at. Planning Commission (1) and City Council (1) public hearings Task 1 will include preliminary research and review of the project application materials, Initial Study and CEQA notices SEIR organization and scheduling will also be developed as part of Task 1 Task 2 - Notice of Preparation / Initial Study / Scoping ESA will prepare a Notice of Preparation (NOP) and the Initial Study for the proposed project to solicit input from public agencies and interested parties into the content of the SEIR Based on our preliminary knowledge of the project the following environmental issues will be identified in the Initial Study/NOP as being evaluated in the SEIR: aesthetics, air quality/GHG, biological and cultural/tribal resources, energy, land use./planning, noise, traffic, and public serviceshrtilities 03/11 /2019 Task 3 — Draft Supplemental EIR ESA will prepare an Administrative Draft Supplemental EIR for review by the City of Temecula The Administrative Draft SEIR will be prepared in accordance with the provisions of Sections 15163 of the CEQA Guidelines. It will include the above outlined specific CEQA-required sections and will incorporate the balance of the CEQA sections contained in the original Harveston EIR by reference The following outline summarizes the proposed organization of the Draft SEIR_ Executive Stunmary: The executive summary is intended to encapsulate the entire Drag SEIR in order to provide a quick understanding of the project's potential impacts. It will identify, in an overview fashion, the proposed project under consideration and its objectives including any design features of the project which will be implemented. The executive summary will briefly discuss the environmental impacts associated with project tnipleirierntation (whether beneficial or adverse, significant as well as insignificant), and will contain a surmnary analysis of the alternatives to the proposed project. Section 1.0 — Introduction: The introduction will include the purpose of an SEIR and procedural information. A detailed discussion of the SELF? structure will be included in the introduction as well as a summary of the incorporation by reference process. In addition, the introduction will summarize all of the impact analysis contained in the original Draft EIR Section 2.0 - Project Description: The project description will be based on existing information and include the project location and setting, site characteristics, project objectives and the characteristics of the project. This section will also include the requested permits and approvals for the proposed project, In addition, this section will include a discussion of the past, present, and reasonably foreseeable future projects and activities in the Surrounding areas that will serve as the basis for the cumulative impact analysis Section 3.0—Environmental hTipactAnalysis: For each potentially significant issue identified in theNCP/Initial Study, this section of the SEIR will include a discussion of the environmental setting, project impacts, cumiulative impacts, project design features, level of significance before mitigation, mitigation measures, and the level of significance after mitigation. The assessment of impacts will be consistent with CEQA requirements and will utilize defined thresholds of significance to determine the impacts of the proposed project. ESA will be responsible for the preparation of the technical analysis with regard to the environmental issues identified in Task 3 below. Section 4.0 — Alternatives: Alternatives to the proposed project will be evaluated in the draft SEIR Alternative overlay configurations and land use intensities will be developed for the project, and will be incorporated into the draftSEIR Forthe purposes ofthis proposal, a total of three (3) alternatives in addition to the mandatory no project alternative will be considered in this section of the SEIR. For each alternative, a description of the alternative, consideration of the alternative's feasibility in relation to the basic objectives of the project (established by the City), and a comparative analysis ofthe environmental impacts attributable to the alternative versus those associated with the proposed proj ect for each of the environmental categories discussed above will be provided Consideration of any further alternatives which may be required will result in modifications to the project budget 10 03/11 /2019 Section 5.0—Long-term Implications of the Proposed Project: ESA will prepare the following CEQA-required analysis sections: significant irreversible environmental changes and growth -inducing impacts. Section 6.0—Persons and Organizations Consulted/References: ESA will prepare this section of the SEIR to document all persons and sources that contributed to the environmental analysis. Subsequent to review by the City of the Screencheck Draft SEIR, ESA will prepare the Daft SEIR which incorporates final changes. We assume that changes will be minimal due to early consultation with the City, previous approval of technical reports by City personnel, and submittal of the Screencheck Draft SEIR. This scope of work assumes two rounds of screen check Draft SEIR review. Copies of the Drift SEIR, including technical appendices, will be provided for distribution. ESA will prepare the Notice of Completion priorto public circulation of the Draft SEIR- and will assist the City in transmittingthe required copies to the State Clearinghouse and required agencies. Document Frooiiaion Assi ntgions 6 copies each — Ardminastrative Screerrheck and Screencheck Draft SEIR, I electronic copy • 6 copies each —A ninistronve and Screencheck Draft SEIR, 1 elect rank copy • 30 Copies — DSEIR, 15 CDs Task 4 — Final SEIR/Findings/Mitigation Monitoring At the conclusion of the public review period, ESA will work with City to obtain all comments received on the Draft SEIR An Administrative Final SEIR containing proposed responses to continents and revisions to the Draft SEIR, where required, will be prepared once all corranents are received. The ESA team will provide any and all necessary input to the responses to comment letters that may be required It is difficultto predict public reaction to the Draft SEIR atthis time. For the purposes of this proposal, it is assumed that public reaction to the document will be limited to a maximum of 15 corninent letters In the event that the public continents on the Draft SEIR are greater than expected, ESA will meet with the City to adjust the work program/budget as necessary An Administrative Final SEIR will be submittied to the City forreview Upon incorporation of comments on the Administrative Final SEIR, ESA will prepare a Screencheck Final SEIR for submittal to the City. ESA assumes that comments on the Screencheck Final SEIR will be minimal, due to early consultation with the City when comments were received This scope of work assumes two rounds of screen check Final SEIR review. Subsequent to City review of the Screencheck Final SEIR, ESA will prepare the Final SEIR, including CEQA findings It is understood that ESA w ould only prepare a Statement of Overriding Considerations, if required. 11 03/11 /2019 AJiverables: • 6 copies each—A&ninistrative ondScreencheckFinal.SWR, I electronic copy • 30 Copies — Fame! SEIR, 13 CDs ESA will prepare a detailed Mitigation Monitoring and Reporting Program (MMT'.P) in accordance with Section 15063 of the CEQAG?uclelihes in response to any significant environmental impacts that may be identified to result from the proposed development The N AFw 1, will be submitted with the Draft SEIR and will be finalized once the FSEIR is certified Environmental Issues Based on the knowledge of the project, the following specific issues will be evaluated and addressed in the SEIR: Landform and Aesthetics The proposed project includes the implementation of a residential land use overlay thatmay result in substantial visual changes to the project area Tasks • Review the proposed General Plan Amendment/Specific Plan amendment and residential land use overlay prepared for the proposed project • Analyze the existing visual character of the project site Compare the height and massing allowed by the proposed GPA and overlay with surrounding land uses and structures • Discuss consistency of the proposed project with visual quality and design policies and guidelines of the City General Plan and Adopted Hary eston Specific Plan and other plans and studies, as appropriate • Evaluate the project site for potential nighttime light and glare impacts on nearby uses • Discuss measures included in the proposed project to mitigate potentially significant visual impacts As appropriate, identify additional or alternative measures to avoid or reduce any potentially significant effects to a less -than -significant level 0 Determine the significance of potential project impacts on the existing character of the area Air Quality / GHG Analysis The project applicantproposes the Harveston Specific Plan (SP) Amendment, Supplemental Environmental Impact Report (Draft SEIR), which will convert a portion of one of the planning areas from "Service Commercial" to "Residential" (1,000 units) Preparation of the SEIR will be based on the previously -certified 2001Harveston Specific Plan EIR but due to its date, include updated analysis for air quality and noise, and a GHG analysis (not 12 03/11 /2019 included in the 2001 EIR). However, recent SEIRs to the 2001 E.IR. for auto dealership projects (e,g , 2015 Me cedes & Audi) have been completed by ESA within the same planning area; therefore, the 2015 Audi EIR sections would be utilized for the Harvest.on SEIR sections, and updated from 2015, as needed, i e, AQ and GHG- The traffic counts will likely be reduced moving from service commercial to resident, therefore, traffic emissions would be reduced-, traffic AQ and GHG emissions and traffic noise would still need to be quantified City of Temecula does not have a Climate Action Plan (CAP) but the City does have a Sustainability Plan, therefore, ESA assumes the same approach to GHG, as done for the Audi document. ESA assumes no stand-alone technical reports will be required for the air quality, noise, and GHG analysis, with the analysis provided in the SEIR sections and the back- up modeling and calcutationsprovided in the appendix The project site is located within the City, and bounded by Interstate 15 and commercial office park to the west, the Audi Car Dealership and the City of Mtu7•ieta boundary to the north, and Ynez Road to the east and south. The project site is currently disturbed and vacant Air quality and noise sensitive receptors in proximity of the project site include single-family housing and two churches are located to the east and southeast of Ynez Road, respectively, i e., across the street from the project site and its construction. Air Quality ESA will assess the potential air quality impacts in the project EIR Site preparation and construction activities, as well as project operational characteristics, could generate short-term temporary construction emissions and long- term operational emissions of criteria air pollutants, such as particulate matter and ozone precursors Air quality sensitive receptors in the project vicinity include a residential community within approximately 500 feet fi om the project boundary, therefore, ESA would prepare a qualitative health risk assessment (HRA) The project site is located within the South Coast Air Basin (Basin) under the local jurisdiction of the South Coast Air Quality Management District (SCAQMD) construction, area, and mobile source emissions associated with the project, would be quantified using the emissions model, CalEEMod, and compared against SCAQMDs adopted regional and localized thresholds of significance Where exceeding thresholds, ESA will propose mitigation measures to reduce emissions below level of significance These new emissions, added to existing sources of air pollution and cumulative development planned for the area, would be assessed for cumulative air quality impacts. The following tasks would be performed for the air quality analysis • Identifythe local and regional climate, meteorology, and topography of the project area, as they affect the accumulation or dispersion of pollutants. • Identify the applicable federal, state, and local regulatory agencies responsible for air quality management, and briefly summarize pertinent federal, state, and local air quality policies, regulations, and air quality standards,, as they pertain to the proposed project site. • Summarize current air quality conditions, i.e., attainment with standards designation, and recent five-year annual emissions in the project area, based on annual air quality monitoring data summaries published by SCAQIvID. • Discuss SCAQND projections of future air quality trends over the life of the project, as presented in the most recentAir Quality Management Plan (AQMP)/Stateimplernentation Plan (SIP), and the assumptions 13 03/11 /2019 upon which the projections are based. Identify any policies or goals embodied in the AQMF that would apply to the proposed project. • Identify specific air -pollutant -sensitive land uses or activities (i.e., involving children and the elderly) in the vicinity of the project site oralong roads providing access to the project. site. • Describe SCAQMD air quality impact significance thresholds for new developments • Determine, at an appropriate level of detail, the potential for short-term emissions of criteria air pollutants generated by construction activities. Estimate construction -related emissions for all project components using the most recent versions of ARB's OFFROAD and EMFAC air pollutant emissions models as incorporated into the SCAQMD-recommendedCalifornia Emissions Estimator Model (CalEEMod). Estimate area- and mobile -source emissions associated with the project based on proposed building sizes and types and the project traffic analysis using the most recent version of CaIEEMod. ESA small develop appropriate assumptions for the model input variables (e.g., overall project construction schedule, construction equipment mix, estimated quantity ofmaterials to be delivered and soil to be excavated and/cc imported, and an estimate of construction worker and delivery trips) Operational emissions will be based on estimated vehicle trips following project build -out and corresponding on -site area and stationary sources. Vehicle trips will be based on information provided in the project's traffic study to be provided to ESA • Assess the projects possible effect on local air quality, including carbon monoxide, nitrogen dioxide, and particulate matter concentrations at nearby sensitive receptors. The analysis will be conducted in accordance with the SCAQMD's localized significance thresholds methodology • Discuss the potential for air pollutant emissions from development in the project area to adversely affect existing sensitive land uses or activities in proximity, including carbon monoxide hotspots and toxic air contaminants, or to impede attainment of state or federal air quality goals_ • The potential for the project to contribute to localized carbon monoxide (CO) hotspots at roadway intersections would be evaluated qualitatively for those intersections which exceed the screening levels. However, forthe purpose of this scope, ESA assumes no such exceedances occur and CO hotspotmodeling is not needed. • Based on an initial preliminary aerial search of the area, via GoogleEarth, the project site is located adjacent to I-15 to the west, and adj acent to single-family housing to the east and southeast across Ynez Road, which are the closest sensitive land uses, approximately 100 feet east of the project site, with two churches nearby to the southeast. Otherwise, the project site is surrounded by roadways and commercial uses. Given the proximity of project construction to receptors (i.e , within 500 feet), and potential for project construction to extend beyond sixmonths, a quantitative construction health risk assessment (HRA) is proposed to assess construction -related toxic air contaminant emissions. ESA will prepare the modeling and health risk calculations based on the Office of Environmental Health and Hazard Assessment (OEHHA) guidelines that were updated in Z015 for evaluatingTACs and health risk impacts The refined HRA will be performed using the AERMOD dispersion model and the CARB Hot Spots Analysis Reporting Program (HARE) model or spreadsheet methodology in accordance with OEHHA's guidelines to quantify potential impacts fl•om TACs emitted during construction (primarily diesel particulate matter, DPW. If potentially 14 03/11 /2019 significant health risk impacts are identified, ESA will develop mitigation measures where feasible to address and reduce the significant impacts. The refined construction HkA is included as an optional task for the purposes of this scope. Operation of the proposed development will not. result in appreciable TAC emissions, and impacts will be assessed qualitatively. • Assess the potential for the proposed project to create objectionable odois that could affect a substantial number ofpeople • Discuss conformance of the project with AQMP/SIP, and determine whether identified air quality impacts would exceed SCAQIvM thresholds of significance. • Identify currv_tlative development in the area and discuss the potential for cumulative development to adversely affect air quality or impede attainment of air quality goals • Identify practical, feasible, and clear measures to mitigate the adverse impacts of the project on air quality that are identified in the analysis Greenhouse Gas Emissions ESA will estimate the greenhouse gas (GHG) emissions generated by project construction and operation, and assess the project's potential climate change impacts in preparation of the EIR GHG/Climate Change section CEQA Guidelines include requirements for determining the significance of impacts from GHG emissions, therefore, the project GHG analysis will include responses to all questions in the CEQA Guidelines Appendix G Greenhouse Gas Emissions section The following tasks would be performed for the GHG analysis: • Surnmarize the federal, state, regional, and local regulatory environment relative to climate change and generation of GHCT emissions. • Describe the existing project setting as itrelatesto GHG erissions. • Quantify project emissions of GHGs, primarily carbon dioxide, methane, and nitrous oxide, resulting fi•orn project constnaction and operation using the most recent version of the SCAQNID-recommended CalEEMod, and follow SCAQhYID's methodology which includes amortized construction emissions as part of the total project GHG missions, • Address impacts based on the CEQA Guidelines Appendix G checklist questions pertaining to GHG emissions • Describe the SCAOMD's proposed GHG impact significance thresholds for new developments Identify the criteria used to determine significance of impacts as applicable at the time of the analysis. Assessment of consistency with ARE's Climate Change Scoping Plan will be performed to determine whether the project is consistent with the goals of AB 32. • Document conformance with the City's Sustainability Plan, including GHG-reduction measures • Recommend appropriate mitigation measures to reduce GHG emissions from project construction and operation, if warranted by the impact analysis ad izvmbles: • 1 (one) electronic or unbound hai-dcopy — Air Quality / GHG Analysis 15 03/11 /2019 • 2(two) hardcopy —Air Quality / GHG Analysis Acoustical Analysis Noise generated by construction activities, and operational noise from the completed project, would increase noise levels as a result of construction noise, and an increase in local traffic and operational activities This analysis will be based on the traffic report and construction equipment mix. ESA will assess the potential noise and vibration impacts in the preparation of the EIRnoise and vibration section. The following tasks would be performed for the noise analysis: • Briefly describe and discuss existing major noise sources surrounding the project site, particularly the traffic noise from adjacent. roadways; i e, I-15 and Ynez Road. ESA noise specialists would conduct up to four, short-term, daytime measurements at the noise sensitive receptors nearest to the project site, to characterize the daytime ambient noise levels for project construction impacts ESA assumes no long-term measurements are required, as project operational noise would be limited to project vehicle trips added to adjacent roadways, which would be assessed based on existing and future traffic volumes provided in the project traffic report • Briefly summarize state and local noise policies, regulations, and standards, as they pertain to the proposed prc j ect • Identify noise -sensitive land uses or activities in the vicinity of the project site, and along roads providing access to the project site, that would be affected by development of the proposed project. • Discuss the potential for on -site construction activities to affect nearby residences and other sensitive receptors. This discussion will be based upon proposed construction activities and scheduling information provided by the applicant otherwise, this discussion will be based upon peak noise levels generated by an assumed standard mix of construction equipment and activities. • Using the Federal Highway Administration's Highway Traffic Noise Prediction Model (FH-VVA-RD 77- 108), ESA will calculate existing, future base case (i e., without the project), future project case (i e , with the project), roadside noise levels along road segments that would be affected by motor vehicle traffic generated by the project, to determine whether project vehicular traffic would adversely affect adjacent land uses. • Identify cumulative development in the project area (i. e., development that is under formal consideration or has been approved, and discuss the potential for cumulative development to adversely affect noise - sensitive land uses, • In addition to noise, vibration generated by project construction and operation would be identified and the source and attenuated at the receptor. Applicable vibration standards would be identified for potentially structural damage and human annoyance. However, the use of typical construction equipment for grading site roadways is anticipated (i.e, no impact equipment such as pavement breaking and pile driving is assumed) at a sufficient distance (across the street) from existing inhabited residences, such that potential structural damage would be mitigated by distance attenuation, and human annoyance impacts minimized by best management practices 16 03/11 /2019 • Identify practical, feasible and clear measures to mitigate the adverse noise and vibration impacts of the project Mitigation measures will be developed in consultation with the lead agency and responsible agencies as appropriate Significance after mitigation would be addressed. Biological Resources ESA will use available information sources, including aerial photographs, topographic maps, habitat conversation plans and existing biological and planning documents in the project region to docunent existing biological resources onsite and in the vicinity of the site Onsite biological resources ae expected to be minimal ESA will utilize the California Department of Fish and Wildlife (CDFW California Natural Diversity Data Base (CNDDB) and the California Native Plant Society's Electronic Inventory of Rare aW Errbsngerecl Vascular Plants of CaltJor"ia to develop a list of threatened and endangered and other sensitive species with potential to occurwithin, or in habitats adjacent to, the project area ESA will also obtain official special status species lists for the project area from the US Fish and Wildlife Service The project site is not located within an MSHCP Criteria Cell and there are no known rip aria n/riverine resources onsite, so a formal MSHCP conformance report is not required Tasks ESA will conduct a field survey to detail vegetation and wildlife habitat in the project area to identify the potential for special -status species, jurisdictional waters/wetlands and other sensitive biological resources, including wildlife movement corridors, to be present onsite. Potential special -status species that may be associated with habitats on, or adjacent to, the project site include burrowing owl, California Gnatcatcher, Quino checker spot butterfly and other riparian bird species. For each special -status species for which suitable habitat has been identified in the project area, the following specific information will be collected or estimated: • Distribution and abundance onsite — observed or expected, • Historic and recut status within the area, • Hab itat quality, • Ecology, behavior, and habitat requirements, and • Aspects of biology of each species which could be relevant to the proposed uses of the project site Deiiverables: • 1 (one) electmic or unbound hardcopy Biological Assessment • 3 (three) hardtop ies - Biological Assessment Cultural & Tribal Resources The scope of work for the cultural and tribal resources assessment includes three (3) tasks for archival research, pedestrian cultural resources survey, and reporting to be carried out by ESA. This scope of work assumes that the City of Temecula will conduct tribal cultural outreach/consultation 17 03/11 /2019 Tasks Archival Research Archival research will be conducted in support ofthe Project and will include a records search at the Eastem Information Center (EIC), a review of historic map and aerial photographs, a Sacred Lands File (ELF) search conducted by the California Native American Heritage Commission (NAH(—'), and a desktop geoarehaeological review The EIC records search will encompass the Project area as well as a 1-mile radius around the Project area ■ Cultural Resources Survey. A cultural resources survey will be conducted for the Project area. A qualified cultural resources specialist will systernatically survey the Project area using transects spaced no greater than 15 meters apart In the event resources are discovered, the discoveries will be photo -documented and recorded on appropriate California Department of Parks and Recreation (DPR) 523 forms, and their locations mapped using a GPS unit. Cultural Resources/Tribal Assessment Report ESAwill prepare a Cultural Resources Assessment Report for the Project.. The report will follow the guidelines in Archaeological Resource Management Reports (ARUR). Recommended Contents and Format, Department of Parks and Recreation, Office of Historic Preservation, State of California, 1990. The report will incorporate the methods and results of the archival research conducted in support of the Project and will provide background context for the Project area and its vicinity. The report will present the methods and results of the survey and will provide recommendations regarding further treatment of any potentially significant resources identified as a result of the study A draft report will be provided to the City A final report, incorporating one round of comments, will be prepared and one hard copy and an electronic copy (PDF) will be provided_ A hard copy of the final report will be sent to the archives at the EIC for their files. Deliverable: • DrraftP&ze 1 Culturd Resources Assessmerx Report • Xmi Phze 1 Ciclturul Resources Assessment Report Cnergy Energy Technical Memorandum The energy impact analysis will be based upon the requirements in PRC 21100 (i)(c), CEQA Guidelines Section 15125 4 and CEQA Guidelines Appendix F, as well as the recently released Governor's Office of Planning and Research (OPR) CEQA Guidelines update AppendixF of the State CEQA Guidelines states that, in order to ensure that energy implications are considered in project decisions, the potential energy implications of a project shall be considered, to the extent relevant and applicable to the project Recent court opinions have held that a project's 18 03/11/2019 energy impacts should be analyzed under Appendix F of the CEQA Guidelines, including transpottatio-n energy use and relevant energy -related factors external to a building's envelope. Tasks In accordance with the requirements of Appendix F of the CEQA Guidelines, ESA proposes to identify relevant information that addresses the energy inplications of the Project. ESA will quantify the Project's anticipated construction energy needs ESA will utilize the information from the Project's air quality and Greenhouse Gas analysis to quantitatively evaluate construction energy demand from construction equipment, haul trucks, vendor trucks, and construction workers. ESA will also quantify the Project's anticipated operational energy needs, including from the Project's water demand, which results in electricity usage from the supply, conveyance, distribution, and treatment of potable water The operational energy needs will take into account compliance with the Title 24 Building Energy Efficiency Standards and California Green Building (CALGeen) Code, and all additional energy efficiency measures implemented beyond regulatory requirements as detailed in the air quality and greenhouse gas analysis. ESA will also estimate the Project's operational transportation -related energy needs based on the estimated fi.iel consumption for vehicle trips to and fi,om the Project Site using the estimated emissions identified in the our quality and/or greenhouse gas assessments The project engineer will provide anticipated project electricity requirements ESA will summarize the Project's anticipated energy needs and conservation measures ESA will describe project commitments, design features, and mitigation measures that would minimize and reduce the Project's consumption of fuel and energy and determine the potential for energy impacts based on the evidence. If potentially significant impacts are found, ESA will inform the Client immediately and will work w ith them to identify additional energy efficient measures implemented by the project that were not specifically identified in the air quality or greenhouse gas assessmenLs If in -pacts remain significant, ESA will recommend additional feasible energy efficiency design features or mitigation treasures to reduce imp acts. Heath Risk Assessment (HRA) Based on an initial preliminary aerial search of the area, via Google Earth, the project site is located adjacent to I- 15 to the west, and adjacent to single-family housing to the east and southeast across Ynez Road, which are the closest sensitive land uses, approximately 100 feet east of the project site, with two churches nearbyto the southeast. Otherwise, the project site is surrounded by roadways and commercial uses. Given the proximity of project construction to receptors (i e., within 500 feet.), and potential for projectt construction to extend beyond six months, a quantitative construction health risk assessment (HRA) is proposed to assess construction -related toxic air contaminant emissions. ESA will prepare the modeling and health risk calculations based on the Office of Environmental Health and Hazard Assessment (OEHHA) guidelines thatwere updated in 2015 for evaluating TACs and health risk impacts The refined HRA will be performed using the AERMOD dispersion model and the CAR.B Hot Spots Analysis Reporting Program (HARP) model or spreadsheet methodology in accordance with OEHHA's guidelines to quantify potential impacts fromTACs emitted during construction (primarily diesel particulate 19 03/11 /2019 DPK If potentially significant health risk impacts are identified, ESA will develop mitigation measures where feasible to address and reduce the significant impacts The refined construction HRA is included as an optional task for the purposes of this scope Operation of the proposed development will not result in appreciable TAC emissions, and imp acts will be assessed qualitatively Land Use and Planning Implementation of the proposed project would result in a land use change from service commercial to residential land use on the project site, and require a general plan amendment and specific plan amendment. The Analysis will complete the following tasks: Tasks • Inventory existing land uses and general plan/specific plan/zoning land use designations • Document the required general plan and specific plan amendment requirements and associated land use changes_ • Compare the existing Specific Plan land use plan to the proposed specific plan amendment land uses • Evaluate land use compatibility impacts between existing adjacent and proposed onsite land uses Public Services & Utilities The proposed project would result in the addition of new residential land uses and would increase the population in the project area, which would generate additional demand for utilities and public service systems, and could affect the service standards of local public service agencies/districts The SEIR. will analyze impacts on utilities and service systems including: water supply (RCWD), wastewater conveyance, treatment and disposal (EI,A D), regional drainage facilities, and solid waste disposal Tasks • Document existing and proposed water, wastewater, drainage and solid waste facilities, including any expansion plans ■ Demonstrate compliance with Section 15155 of the CEQA Guidelines (Water Supply Assessment) to document that adequate water supply will b e ava it ab le for the proposed GPA/SPA. • Evaluate GPA/SPA impacts to water, wastewater, drainage and solid waste disposal facilities and determine if facility upgrades are required to accommodate the additional demand_ • Document any requisite mitigation measures to reduce utilities and service systems impacts to less than significant levels • Document project impacts topublic services including police, fire and schools Traffic and Circulation ESA will coordinate the traffic study to be prepared by Fehr & Peers and will summarize findings in the SE1R document The traffic impact analysis will include an evaluation of constriction related and operational effects 20 03/11/2019 related to the General Plan Amendment/Specific Plan Amendment The TIA will be prepared consistent with the requirements of the City of Tenecula's General Plan Circulation Element and the City of Temecula's current Traffic Impact Analysis Preparation Guide Fehr & Peers will conduct a scoping session with the City's Traffic Engineer priorto initiating the TIA to ensure that potential on -site circulation impacts, off -site traffic impacts, and parking impacts are adequately addressed in the TIA Tasks The project consists of the construction of 1,000 residential units and will rezone the site's current land use designation from Service Commercial to Residential. The project will be developed on a vacant parcel with up to four access driveways including three on Ynez Road and one onto Date Street It is also understood that French Valley Parkway will be extended over I-15 to Date Street by the project opening year Fehr &. Peers will prepare the project transportation analysis study accordingto the City of Temecula Public Works Department, Traffic Impact Analysis Guidelines, including use of the mostrecent Riverside Traffic AnalysisModel (RivTam) and the Synchro 10 software The following analysis scenarios are assumed for inclusion in the traffic study • Existing Conditions (Without Project) • Existing Conditions (With Project) • Opening Year (With Project) • Opening Year (Without Project) • CuinulativeTraffic Conditions (Without Proj ect) • Cumulative Traffic Conditions (With Project) • General Plan Buildout (Without Project) • General Plan Buildout (With Project) Although the study area will be finalized with City staff prior to beginning the study, we anticipate evaluating a total of 16 study intersections (including the fourproject driveways) and 10 roadway segments as part of the study Projects Kick -Off and Traffic Study Scoping Atthe outset ofthe study, a meeting will beheld with City staffto finalize and confirmthe project descriptions and verify the overall approach to the transportation studies. The following components of the project will also be verified as part of the project Traffic Study Scoping Agreement: • Planned completion date • A list of approved and pending development projects in the study area • Any funded roadway improvements in the study area • Signal timing information for study intersections 21 03/11/2019 • Study Intersections • Study Roadway Segments • Project Trip Generation • Project Trip Distribution • Process for Opening Year and Cumulative Project Forecast Methodology • Determination if Caltrans Analysis is Required A Draft Assumptions and Methodologies Memorandum will be submitted for City review This scope assumes one round of edits to the draft memorandum based on one set of consolidated city comments Eadsting Conditions Documentation and Analysis After the Methodology and Assumptions Memorandum is approved, manual weekday AM and PM traffic counts will be collected at the proposed study intersections Additionally, field reconnaissance involving surveys of the existing intersection geometrics, signal phasing, and other intersection infoimation to assess intersection operations will be conducted The proposed list of study intersections and roadway segments are surrunarized below but will be finalized with City staff prior to initiating the studies Proposed Project Study Intersections 1 Ynez Road / Project Driveway #1 2 Ynez Road I Project Driveway 92 & Equity Drive 3 Ynez Road / Project Driveway #3 4 Date Street I Project Driveway #4 (Assumed to be right-in/right-out only) 5, Ynez Road / Date Street 6 Jackson Avenue / Murrieta Hot Springs Road (City of Murrieta) 7 Alta Murrieta Drive / Murrieta Hot Springs Road (City of Murrieta) 8 I-215 Northbound Ramps / Murrieta Hot Springs Road (City of Murrieta) 9 Ynez Road / Winchester Road 10 I-15 Northbound Ramps / Winchester Road 11 I-15 Southb ound Ramps / Winchester Road 12 Jefferson Avenue / French Valley Parkway 13 Margarita Road / Date Street 14 Margarita Road / Winchester Road 15. Nichols Road /Winchester Road 16 Winchester Road / Murrieta Hot Springs Road (City of Murrieta) Proposed Project Study Roadway Segments 1 Date Street / French Valley Parkway between Project Driveway and Jefferson Avenue 2. Ynez Road between Date Street and Winchester Road 3 Ynez Road between Date Street and Wav erly Lane 22 03/11 /2019 4 Ynez Road between Waverly Lane and Murrieta Hot Springs Road 5 Date Street between Ynez Road and Margarita Road 6 Jefferson Avenue between French Valley Parkway and Winchester Road 7. Winchester Road between Jefferson Avenue and Ynez Road S. Winchester Road between Ynez Road and Margarita Road 9. WinchesterRoad between Margarita Road and Nichols Road 10 Winchester Road between Nichols Road and Murrieta Hot Springs Road One day will be spent in the field to verify intersection configurations, traffic control devices, transit routes, bus stop locations, and bicycle/pedestrian facilities within the study area. Intersection operations results will be conducted using the methodologies described in the Highway Capacity Manual Transportation Research Board, 2010) utilizing signal timing data provided by the City Project Trip Assigiunent ,ukd TravelDejumid Forecastutg Fehr &Peers will estimate the following forecasts for each proposed project Pmjwt Trlpis - the nurnber of weekday AM and PM peak hour trips generated by the proposed projects will be estimated through the methods established by the Institute of Transportation Engineers (ITE) Trip Generation Handbook, 1 Oth Edition, 2017 We will estimate the origins and destinations of trips associated with the proposed projects based on local traffic patterns, a select zone travel assignment from the RivTAM travel demand model, and discussions with City staff. Based on preliminary discussions with City staff it is understood that extension of French Valley Parkway to Date Street will be constructed within the ne,•t two years and will be analyzed as part of the project trip assignment will be Weekday AM and P1vI peak hour project trips will be assigned to the roadway network seeing the site using the trip generation and trip distribution estimates. Opening Year Forecasts — we will either interpolate travel demand forecasting model projections or assign trips fi•om approved projects to study areas to estimate growth through the opening year of the project. 0imulafive Conditions —The Cumulative Scenario analysis will utilize a list of approved and pending projects within the study area Fehr & Peers will calculate trip generation and determine trip distribution assumptions for the cumulative project list to determine the peak hour and daily volumes within the study area or use information from approved traffic studies if available. General Plem Buildoul (Year2035) Forecasts —The General Plan Buildout (2035) forecast traffic volumes will be determined using the latest version of the Riverside Traffic Analysis Model OMTAM) As a cost savings measure„ previously conducted model runs from the Altair Specific Plan Traffic Analysis Study will be utilized thus no additional or new model runs will be conducted as part of this scope of work To determine "No Project!' conditions, the daily and peak hour- traffic volumes included in the model will be post processed using state of practice methodologies to determine both daily and peak hour volumes within the study area "With Project' 23 03/11 /2019 conditions will be calculated by adding the forecast net increase in traffic associated with the project to the forecasted "NoProject" conditions The projecttrip forecasts will be added to the "no project" forecasts to develop traffic volumes for "with project conditions" at the study intersections Impact Assessment and Mitigation Measures Fehr & Peers will utilize the forecasts identified above and the methodologies identified to evaluate the study intersections and roadway segments. Impacts will be identified by comparing the "with project" conditions to the "no project" conditions for each analysis scenario and for each proposed project For impacted locations, we will identify appropriate measures to mitigate the impact to a less than significant level The project's impacts to bicycle, pedestrian, and transit facilities will be evaluated by reviewing the projects consistency with existing and planned facilities supporting those modes We will also conduct a review of each site plan in terms of site access, on -site circulation, and the adequacy of parking If necessary, Signal Warrant analysis will also be conducted per the 2014 California MUTCD for any unsignalized intersections during the AM and PMpeak hour foreach analysis scenario Project Impact Comparison Analysis: Original Project Land Use (Service Commercial) versus New Project Land Use (Residential) Fehr & Peers will provide a high level qualitative analysis of the proposed project impacts compared to impacts identified in the original Harveston Specific Plan EIR which assumed a Service Commercial land use at the project site This analysis will compare overall project trip generation and intersection impacts under each of the three project analysis scenarios Documentation Fehr & Peers will summarize the findings of the existing conditions and technical analysis in a Traffic Impact Analysis report The report will be consistent with the City of Temecula Traffic Impact Study Guidelines and will include the following sections: • Executive Summary • Introduction • Project Description • Methodology • Existing Conditions ■ Project Opening Y ear C ond iti on s • Cumulative Conditions • General Plan Buildout Conditions • Pedestrian, Bicycle and Transit Improvements • Site Access Analysis 24 03/11 /2019 Project Impacts and Mitigation Comparison of Change in Project Impacts due to Change in Project Land Use • Recommendations and Conclusions A draft of the Traffic Impact Analysis report will be submitted to ESA far review in PDF format priorto submitting the TIA to the City of Temecula For review Following input and comments from the client, Fehr & Peers will provide one PDF and up to four (4) hard copies of the DRAFT TIA to the client for submittal to the City The Final Traffic Impact Report will be developed based on thereceived comments We have budgeted a total of ten (10) staff hours to address comments received on the report Meetings This proposal includes attendance at up to four in -person meetings including: • Project kick-off and traffic study scoping meeting (1) • Coordination meeting with City of Murrieta and City of Temecula (1) • Project Study Review meeting with City of Temecula staff (1) • Planning Commission or City Council Hearing (2) Throughout the project the Fehr & Peers team will be available to meet with the client and/or the City to discuss the project progress, findings, or issues A maximum of eight (8) hours of meeting time has been established for this project in addition to the meetings identified above Should additional meeting time be required, Fehr & Peers will submit a written request to the client to amend the contract Optional Task — VMT (SB743) Analysis As an optional task Fehr & Peers will provide a calculation of the project's vehicle miles traveled (VMT) specifically on a per capita basis This analysis will utilize the VIV1T estimation tool we have developed for WRCOG as part of the V RCOG SE 743 Implementation Pathway project The results of this analysis can be used to understand the project's SB 743 impacts and to respond to potential comments received through the environmental review process Optional Task Cost - $7,000 Dehverabdes: • 1 (one) electronic or unbound hardcopy —Traffic Report • 2 (two) hardcopy —Traffic Report Cumulative Impacts Implementation of the proposed project could contribute to cumulative impacts in the region Cumulative impacts and any required mitigation measures will be documented and will be easily differentiated from project specific impacts and mitigation measures 25 03/11 /2019 Tasks • Compile a list of projects in the project vicinity in cooperation with the Cities of Temecula and Murri eta, and the county • Address the cumulative impacts of the proposed project in conjunction with other uses, existing and proposed, in the surrounding area * Identify any required mitigation measures that would reduce cumulative impacts of the project to the City. Alternatives The SEIR will identify alternatives that have the potential to reduce any identified significant impact associated with the proposed project The following four (4) alternatives to the proposed project will be evaluated in the SEIR: • No project/no development • Noproject/existingSpecificPlan • Reduced development intensity alternative • Alternative/mixed land use alternative Tasks • Clearly identify the process employed for selection of the alternatives and document impacts associated with the alternatives for each environmental factor contained in the original Draft EIR • Document the environmental setting, and impacts associated with implementation of the project for the alternatives. Identify any required mitigation measures. • Determine if implementation of the project alternatives will reduce or elirninate impacts associated with the proposed project at its currently proposed location • If the alternatives do not reduce identified environmental effects and/or is not feasible, provide the basis for rejection of the alternative. 26 03/11 /2019 EXHIBIT B Payment Rates and Schedule Schedule We understand that an efficient SEIR preparation and processing schedule is required for this project and that certification of the SEIR by the City will be the critical path for project scheduling purposes The Administrative Draft SEIR can be completed within eight weeks of receipt of die final specific plan amendment and any available technical studies, The start to finish CEQA process for the SEIR is approximately 9 months. The schedule on the following page (Table 1) supports achievement of the major milestones of the project, and the certification of the environmental documentation TABLE 1 SCHEDULE—HARVESTON GENERAL PLAN AMENDMENT'SPECIFIC PLAN AMENDMENT SEIR TASK DURATION Task 1 — Project ManagernentiCoordination Ongoing Task 2 — Draft SEIR Preparation Prepare Administrative Draft SEIR and Technical Studies 8 weeks° Cky Review 2 week ° Prepare Screencheck Draft SEIR 2 week C.ty Review 2 week' Prepare Draft SEIR 1 weeks Drag SEN PabA'c Review Period 45 days Task 3 -final SEIRiResponse to Comments Prepare Administrative Final SEIR 3 weeksa.c City Team Review I week° Prepare Screencheck Final SEIR 0 week City Review I week° Prepare Final SEIR 0 week Submit Final SFIR For Certification 1 day ° This preparation period Is dependent on receipt of all documents and electronic information Preparation of the document may overlap An other tasks and sections WlI be aibmitted prior to completion of entire document, in order to meet schedule requirements. " This review period is Just an estimate, dependent on City schedtla ' Inilial vwrk on technical reports vulI begin during the NOP process in order to save time TecYnical reports Kill be completed vAhin about a week ofcompletion oftrattc report Cost Estimate The cost estimate on the following page (Table 2) has been prepared to outime estimated costs to complete the above outlined tasks Reitnbursable expenses, including travel/parking, etc will be invoiced in accordance with the ESA standard rate schedule Our services will be billed monthly can a time-and-rnaterials basis Should the need arise for additional professional services beyond those set Forth in the scope of services due to revisions to the project, the regulatory environment, requirements exceeding our specified budget allowances, ESA will only undertake such additional services upon receipt of authorization by the City of Temecula 27 03/11 /2019 TABLE 2 COST ESTIMATE—HARVESTON GENERAL PLAN AMENDMENTISPECIFIC PLAN AMENDMENT SEIR TASK COST Task 1 —Project ManagemellCoordinationlMeetingEJHearings $ 22,750 Task 2—NO Pflnitial Studyf8copinglNotices $ 15,500 Task 3 — Draft SEI R $ 57,500 Air QualitylGHG Assessment $12,250 Acoustical Assessment $ 8,450 Biological Assessment a 6,500 Cultural Resource Assessment T 6,500 Energy Assessment 5 3,500 Health Risk Assessment $ 7,725 Traffic Report (includes optional VMT task) $ 68,500 Task 4—Final SEIRIResponseto Commentsl Mitigation Monitoring Program $ 15,500 Reimbursable Expenses (in-house copying, mileage, postage, etc) $ 1,750 Document Reproduction $ 5,750 Total $232,175 The above outlined scope of work and cost estimate are based on information provided by the applicant and City of Temecula, Planning and Zoning law, and CEQA compliance requirements Please contact the undersigned should you have any questions concerning this proposal. We look forward to providing professional CEQA compliance documentation to the City of Temecula for this most important project 28 03/11 /2019 Item No. 11 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: June 25, 2019 SUBJECT: Approve an Agreement for Consultant Services with De Novo Planning Group for the Preparation of the 2021-2029 Housing Element Update PREPARED BY: Lynn Kelly -Lehner, Principal Management Analyst RECOMMENDATION: That the City Council approve an agreement for consultant services with De Novo Planning Group for $73,070, with a 10% contingency of $7,307, for a total agreement of $80,377, for the preparation of the 2021-2029 Housing Element Update. BACKGROUND: The California Legislature has identified the attainment of a decent home and suitable living environment for every citizen as the State's major housing goal. Recognizing the important role of local planning programs in the pursuit of this goal, the Legislature has mandated that all cities and counties prepare a Housing Element as part of the comprehensive General Plan. Section 65583 of the Government Code sets forth the specific components to be contained in a Housing Element. State law further requires Housing Elements to be updated at least every five to seven years to reflect the changing housing needs of a community. The City of Temecula's Housing Element was last updated and adopted in 2014 and covers through 2021. This Housing Element update is for the planning period of 2021-2029. Staff is requesting to enter into an agreement with De Novo Planning Group to prepare the updated Housing Element. Tasks include community engagement, public workshops, community survey, open house, completing an existing conditions and needs analysis, preparing appropriate environmental documentation, coordination with the State Department of Housing and Community Development, and preparation of the final document. FISCAL IMPACT: In 2017, Governor Brown signed a 15-bill housing package aimed at addressing the state's housing shortage and high housing cost. Specifically, it included the Building Homes and Jobs Act (SB 2, 2017), which establishes a $75 recording fee on real estate to increase the supply of affordable homes in California. The purpose of SB 2 is to provide funding and assistance to all local governments in California to help cities and counties prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production. On March 28, 2019, the Department of Housing and Community Development released the Notice of Funding Availability (NOFA) for approximately $123 million under the SB 2. Jurisdictions are eligible to participate in a non-competitive grant process for funds. Funds are determined by jurisdiction population. For a jurisdiction with a population of 60,000 to 200,000 residents, such as the City of Temecula, the maximum available funding is $310,000. The City anticipates using SB 2 funding to cover the costs of the 2021-2029 Housing Element. If the City does not receive enough SB 2 funding to cover the costs of the Housing Element, there are sufficient funds budgeted in budget line item 001.161.999.5248. ATTACHMENTS: Agreement with De Novo Planning Group AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND DE NOVO PLANNING GROUP PREPARATION OF THE 2021-2029 HOUSING ELEMENT UPDATE THIS AGREEMENT is made and effective as of June 25, 2019 between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and De Novo Planning Group, a Corporation (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on June 25, 2019, and shall remain and continue in effect until tasks described herein are completed, but in no event later than October 1, 2021, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed seventy three thousand and seventy dollars and no cents ($ 73,070.00), plus 10% Contingency of seven thousand three hundred and seven dollars and no cents ($7,307.00) for a total Agreement amount of eighty thousand three hundred and seventy-seven dollars and no cents ($ 80,377.00) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement as approved by City Council. Any additional work in excess of this amount shall be approved by the City Council. C. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. C. Deductibles and Self -insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: De Novo Planning Group Attn: Amanda Tropiano 180 East Main Street, Suite 108 Tustin, CA 92780 14. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Michael S. Naggar, Mayor ATTEST: By: Rand! Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney DE NOVO PLANNING GROUP (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) Ben Ritchie, President By: 4 X Steve McMurtry, Chief Financial Officer CONSULTANT De Novo Planning Group Attn: Amanda Tro lano 180 East Main Street, Suite 108 Tustin, CA 92780 714 453-7711 atroplano@denovo lanning.com EXHIBIT A Tasks to be Performed The specific elements (scope of work) of this service include: All tasks to be performed are per the proposal provided by the Consultant attached hereto and incorporated herein as though set forth in full. Scope of Work The Housing Element Update will be developed to meet the City's needs and changes in state law. This Scope of Work includes all tasks necessary to prepare the Update and process it through HCD. TASK 1 KICKOFF MEETING AND PROJECT SCHEDULE Within one week of receipt of Notice to Proceed from the City, the De Novo team will have a kickoff meeting with City Staffto discuss the following: • City preferences, method of communication, responsibilities, deliverables, etc.; • Collection of background documents, including GIS data; Finalization of project schedule with project milestones (this schedule will be revisited periodically as additional information is available, including the City's RHNA allocation); and • Direction from the State regarding changes to housing law since issuance of the RFP (if any). Deliverables: • Meeting agenda and summary notes • Detailed project schedule including major milestones, meetings, and HCD and staffreview times TASK 2 STEERING COMMITTEE MEETINGS De Novo will coordinate and facilitate a Steering Committee anticipated to be composed of key City of Temecula staff, including representatives from the City Manager's Office, Community Development, Economic Development, and Finance. This technical Steering Committee will meet four times and be responsible for reviewing and validating community feedback, providing direction regarding existing conditions, feedback on success of past programs, input on market potential and site selection (if needed), and review and comment of the Administrative Draft Housing Element. Should the City wish to include outside representatives on the Steering Committee (non -Staff) we can easily accommodate a change in composition with no change to schedule or budget. However, given the technical nature of Housing Elements we find that a Staff -level Steering Committee results in the most productive conversation with the understanding that we will engage the community through other avenues as described in Task 3. Deliverables: • Coordination and facilitation of four Steering Committee Meetings TASK 3 COMMUNITY ENGAGEMENT Focused and meaningful community engagement is an important part of the Housing Element Update process. Government Code 65583(c)(7) requires: "The local government shall make a diligent effort to achieve public participation of all economic segments of the community in the development of the housing element, and the program shall describe this effort." Moreover, the topic of "housing" is one that impacts everyone that lives or works in Temecula and the City must acknowledge the community's input and find creative ways to reflect the community's vision as it meets its housing obligations. To this end, we propose a strategic community engagement process that seeks to connect with the community early -on, maintain open lines of communication as draft documents are prepared, and reconnect during the public review process to the updated Housing Element. The key components of our community engagement program are described below. Advertisements/Educational Materials The City of Temecula has a strong existing online presence through a well -designed and intuitive City website and social media engagement program. We propose leveraging these existing platforms to get the word out about the Housing Element Update and engage the public. We propose sharing project information on the City's existing Housing Element webpage (as opposed to a new stand-alone website separate from the City's own website). We also recommend posting Housing Element Update milestones on existing social media platforms, including the City's 54 NextDoor neighborhoods and Facebook pages for the City of Temecula and its Police Department. We will also advertise the project to key community stakeholders such as the Chamber of Commerce, Rotary Club, Temecula Unified School District, Assistance League, and local and regional fair housing providers (many of which were involved in the last Housing Element Update) to encourage their participation. De Novo will prepare content for the City's website and the graphics and text for posting to existing City accounts and platforms. We assume that City Staffwill post the material online and print and deliver hard copies as necessary (for example, if mailed letters on the City's letterhead need to be sent to select stakeholders). We will also prepare a project factsheet for posting online and to have available at firture in -person activities. Housing Workshop To kick-off the Housing Element Update De Novo will plan and host a Housing Workshop for the public. All members ofthe community and key stakeholders will be invited. The Workshop is envisioned to include a brief presentation followed by a series of engaging activities designed to understand the community's key housing priorities. Activities could include mapping exercises, visual preference surveys, special needs issues, and the City's long-term vision for housing growth and development. We anticipate that the activities we work on with the community will be based on our review of existing conditions and site inventory; ifthe City's existing surplus sites are sufficient to meet the City's demand, we can shift our focus away from site selection/mapping to other locally important issues. For this reason, we would recommend that the Housing Workshop only occur once the City has reviewed and received its committed RHNA allocation. Online Survey We will create two online surveys over the course of the project to allow the community an opportunity to provide feedback on housing priorities. The first survey will be posted early -on in the process and be focused on priorities, values, and goals regarding housing in Temecula. The second survey will be posted later in the process once there are 1) site identified and 2) goals, policies, and programs to support the City's housing objectives. Community Open House Upon completion of the Public Draft Housing Element, we will host a Community Open House with stations for residents to visit to learn more about the Housing Element and the City's housing plans and programs. At this time the public can provide comments on the Public Draft which will be sununarized and shared with the Planning Commission and Council during their deliberations. Deliverables: Content for website and online engagement; Project factsheet; preparation and facilitation for one Housing Workshop and one Community Open House; two online surveys; public engagement summary report for Planning Commission and City Council consideration TASK 4 TECHNICAL ASSISTANCE WITH- AND APPEAL OF THE CITY'S RHNA The City anticipates the need to negotiate with WRCOG and SCAG regarding the City's RHNA allocation and it expects to likely appeal its allocation. We are prepared and able to assist with this effort as necessary. In order to prepare for this discussion, we will work to understand existing conditions and capacity through an early update ofthe City's inventory of potential sites. Through this analysis, we will identify barriers to accommodate the City's allocation and begin to prepare a response to the City's forthcoming allocation. We will also review the allocation methodology for flaws that have under -allocated to other regional jurisdictions (social equity, high quality transit areas, etc.). Deliverables: Assistance with and appeal ofthe City's RHNA, including letters of appeal for delivery to WRCOG and/or SCAG TASK 5 ADMINISTRATIVE DRAFT HOUSING ELEMENT De Novo is committed to providing the City with a useful and understandable Housing Element Update that embodies the goals and priorities ofthe City and is consistent with state requirements (GC Section 65583[a]). Preparation ofthe Housing Element will include but not be limited to the following sections. Introduction The Housing Element will include an introductory chapter that provides an overview of the Housing Element update process, housing issues facing Temecula, the City's housing needs, available sites and resources, and the goals of the Housing Element. Existing Conditions and Needs Analysis De Novo will review and evaluate the current Housing Element, General Plan, and other supporting materials and provide additional information, including suggested modifications to policies as necessary. Based on the effectiveness of the existing document, input received during the steering committee meetings, and communication with City staff, we will identify policies and programs that should be retained as well as those that should be revised or replaced. This section will include a narrative that discusses the: (1) actual results of the current Element compared to its goals, policies, and implementation measures; and (2) significant differences between objectives and actual achievements. We will also complete a review ofthe City's Local Hazard Mitigation Plan and Safety Element for consistency with SB 379. Based on an initial review we expect that the LHMP addresses the requirements of SB 379 and that the Safety Element will need to be updated to reference the LHMP and its key findings, objectives, and policy direction. As a result, as part of this Task, we will identify the specific sections ofthe Safety Element which must be updated to reflect the LHMP and comply with SB 379. We do not anticipate that new technical analysis of climate change or resiliency planning will be necessary. Regional Housing Needs Assessment (RHNA) The Housing Element will identify available resources, including land, funding, and housing programs, available to meet the City's housing needs. Constraints to meeting housing needs, including governmental constraints (land use controls, parking standards, etc.) and non- governmental constraints (environmental, availability of financing, etc.), will be described. De Novo will develop a program to reduce constraints, where appropriate and feasible. We understand that the City has a detailed parcel -level database of existing conditions in GIS and will share this inventory with the selected consultant to facilitate an evaluation of current conditions. As part ofthe City's past Housing Element Update effort in 2013/2014, the City undertook a robust analysis of existing conditions and prepared a comprehensive inventory of vacant residential development potential to accommodate the shortfall from Cycle 4, the RHNA from Cycle 5, and prepare the City for Cycle 6 by identifying a surplus of sites (translating to approximately 5,800 units). Given that the City's past two RHNA allocations were between 1,300 and 1,500 units, we might expect that even if the City receives a larger allocation than normal, it may easily be accommodated within the surplus sites identified in Cycle 5. However, the vast majority (over 95%) of these surplus units were identified for moderate or above moderate incomes. So while it may be possible that on the surface the City could expect to accommodate their RHNA within the surplus sites, the income levels may need to be revisited to ensure that the specifications ofthe City's RHNA allocation are adequately addressed at the appropriate income levels. This section will meet the requirements of Government Code Section 65583(a)(3,4,5,6,8,9) and will include the following required topics: • Inventory of sites suitable for residential development • Financial and other resources • Residential energy conservation • Fair housing assessment • Governmental constraints • Non -governmental constraints Assessment of Housing Needs To prepare a meaningful Housing Element, existing conditions must be understood and documented. De Novo will assess the housing needs of the City's population based on the characteristics of the City's population and its existing housing inventory. The needs assessment will meet the requirements of Government Code Section 65583(a)(1,2,7) and will be based on available data, including the US Census, Department of Finance estimates, Employment Development Department data, Department of Developmental Services data, and Point in Time reports. This work effort will include the following: • Existing housing conditions • At -risk housing • Population, household, housing, and employment characteristics • Special needs groups • Regional housing needs Goals, Objectives, and Implementation Plan De Novo will present goals, objectives, policies, and implementation measures to address identified housing needs and constraints, consistent with the requirements of Government Code Section 65583(b,c). The approach to meeting housing needs will be developed to address the City's housing needs while considering: 1) remaining relevant to a mostly built -out community, 2) protecting important resources, including historic resources, habitat and water supply, and 3) promoting sustainability and walkability. The implementation plan will identify sustainable housing policies and programs, based on City staff, public and stakeholder input, City guidance, and the needs identified in the needs and constraints analysis. De Novo will hold a workshop with City staff to discuss the proposed revisions to the City's existing goals, policies, and programs, and De Novo will also present for discussion additional policies and strategies that fit the unique needs and character of Temecula. Implementation measures will address both short-term and long-range strategies and may include development controls, regulatory incentives, constraint -removal programs, fair housing programs, and sources of affordable housing funding. The implementation measures will identify parties responsible for implementation, a timeframe for implementation, and funding sources. Where appropriate, phasing and financing options will be identified. Implementation measures will reflect recent legislation, and will address the following issues at a minimum: Conserve and Improve Existing Housing Stock • Promote Housing Opportunities for All Persons in the City, including provision of adequate sites to accommodate the Regional Housing Needs Allocation, development of housing to meet the needs of lower- and moderate -income households, and affirmatively furthering fair housing • Address Housing Needs of Special Needs Populations • Preserve Assisted Housing • Regional Housing Needs Determination and Five -Year Quantified Objectives • General Plan and Zoning Consistency Sustainability and Efficiency, including energy efficiency, green building practices, progressive energy and water conservation approaches, and requirements of AB 32 • Removal of Constraints (where appropriate and feasible) We will review proposed policies and implementation measures for internal consistency with all elements ofthe City's General Plan and identify any necessary amendments to other General Plan elements in order to create consistency with the updated Housing Element. The budget for this task also assumes minor edits to the Safety Element to incorporate the City's LHMP (no new technical analysis). De Novo is prepared to amend additional elements ofthe City's General Plan (if necessary) as part ofthe proposed project contingency budget. Deliverables: One (1) reproducible copy and one (1) electronic copy in Word and PDF ofthe Administrative Draft Housing Element and Safety Element (and Land Use Element or other General Plan Elements, as applicable and authorized by Staff through the contingency budget) TASK 6 PUBLIC DRAFT HOUSING ELEMENT We will incorporate the City's comments on the Administrative Draft Housing Element and create a Public Draft Housing Element for public review and the statutory 60-day HCD review period. Per the RFP, we understand that City Staff will facilitate distribution to HCD, the City Council, and the Planning Commission for review and comment. We expect that De Novo and City Staff will work collaboratively to facilitate review by the public, as described in Task 3. Deliverables: • Thirty (30) bound copies and one (1) electronic copy in Word and PDF ofthe Public Draft Housing Element (and Land Use Element or other General Plan Elements, as applicable and authorized by Staffthrough the contingency budget) TASK 7 HCD COORDINATION De Novo will coordinate closely with HCD in order to receive a letter indicating that the updated Housing Element complies with State law. Our approach to working with HCD is to be very responsive to HCD's preliminary comments and requests. HCD typically schedules a conference call with the consultant and City staffto identify concerns with the Housing Element prior to issuing its formal comment letter. We have found that by attending these meetings in person at HCD's offices (attended by staff in our Sacramento area office) and discussing potential revisions during the meeting, multiple issues can be resolved and better direction is received from HCD. Following these meetings, De Novo will immediately prepare revised text for City and HCD staffto review and consider before the formal letter goes out. In this manner, we work to resolve issues during the review period in order to reduce the number of formal comments received from HCD. Upon receipt of HCD's formal comments, we will prepare proposed revisions and provide them to City staff for review. Throughout this task, De Novo will be available for in -person meetings with HCD staff at HCD's offices in Sacramento. Once HCD indicates that their concens are addressed, we will prepare a Revised Draft Housing Element for formal submission to HCD and, with their approval, the Housing Element will be ready for adoption. Deliverables: Ongoing coordination with HCD to receive Housing Element certification TASK 8 ENVIRONMENTAL DOCUMENTS At this time, without knowing the City's RHNA allocation and the City's ability to accommodate its RHNA within the surplus sites previously analyzed in the current Housing Element/other planning documents (General Plan, Specific Plans, etc.), we must make assumptions regarding the expected environmental documents that will need to be prepared for this project. After reviewing the City's past RHNA assignments, the City's prior analysis of surplus sites, and the Negative Declaration process used for the 2013 Housing Element, we believe that (either initially or through appeal/negotiation) the City will be able to accommodate its RHNA within sites already designed and planned for residential development and, accordingly, sites which have already been analyzed for such use. Based on this assumption, De Novo will prepare the necessary CEQA documentation (expected to be either a Negative Declaration or a Finding that the Housing Element falls within the parameters of the previously adopted program -level CEQA documents). This does not include technical studies specific to the Housing Element to support the environmental document, which would not be necessary unless the City identified new locations for housing development not previously considered and analyzed. We anticipate that a memo will be prepared for the Housing Element Update that describes the characteristics of the project and the consistency ofthe project with the General Plan Program EIR. We will prepare a memo documenting the project's coverage under the Program FIR as allowed for by CEQA Guidelines Section 15168(c), which identifies the standards for use of a Program FIR with later activities. De Novo Planning Group is a full -service planning firm with in-house CEQA experience and capabilities. Should additional analysis or CEQA documents be required, such as an Initial Study/Mitigated Negative Declaration and technical studies, De Novo would be happy to work with the City to amend the scope of services to include this work at a very competitive rate and expedited timeline. As previously described, we have tried to anticipate the City's needs to the best of our ability based on available information but should we need to proceed on a different course we are ready and able to assist with that effort. Deliverables: • Negative Declaration or Memorandum demonstrating coverage per CEQA Guidelines Section 15168(c); coordination with Tribes per the requirements of SB 18 and AB 52 as needed TASK 9 STUDY SESSION AND PUBLIC HEARINGS De Novo's Principal and/or Principal Planner will facilitate a study session with the City Council as we prepare the Administrative Draft Housing Element. We will facilitate four public hearings related to the Housing Element Update (two with Planning Commission and two with City Council). Deliverables: One Study Session with Council, Two Hearings with Planning Commission, and Two Hearings with City Council, including all meeting materials, large -format exhibits, presentation materials, and summary reports; attendance by both Co -Project Managers TASK 10FINAL HOUSING ELEMENT De Novo will incorporate City and HCD comments into a Final Housing Element. The Final Housing Element will be considered by Planning Commission and City Council. During this process, De Novo will prepare revisions to the Final Housing Element as necessary to address comments from decision -makers. As part of this task, De Novo will also prepare the Final copy of any other Elements which were updated as part of this project, as necessary and completed through the contingency budget. Following City Council adoption, the Housing Element will be submitted to HCD for certification. Deliverables: • Ten (10) bound copies and one (1) electronic copy in Word and PDF of the Final Housing Element (and Land Use Element or other General Plan Elements, as applicable and authorized by Staffthrough the contingency budget) EXHIBIT B Payment Rates and Schedule Cost for services shall be as per Consultant's proposal attached hereto and incorporated herein as though set forth in full but in no event shall the total cost of services exceed $80,377.0 for the total term of the Agreement unless additional payment is approved as provided in the Payment section of this Agreement. LIN-0 - - ProjWSehedule &'12019 fi25+2021 Contact Award `114:2019 = 1<.2019 I Task 1: Krkoff Meetng and Project Schedule a112019 E, 30 -u19 Task I Stee irV Cornmatee 1D;172019 4102021 Meeting al; Prionoes'Review o` RHNA 1u 11,2019 10.131; +.19 Meeting =2: Program Eva] cation YL2020 '31,2320 Mpg A3: Adrrinietabve Drat Review D 11'30 N Meeting -4: HCD Comments 4/1612021 430:021 Task 3: CanmunityEngagement ',30.,'2019 612-5=1 Ads*+bsements-Education 6.130.2019 2.12f:2021 Hous ng WDrkshm 3'12020 326.2020 ON n-e Survey =1 9.1 210 f 9 10.31 c20' 9 Online Sun vat J1,2021 :.2&L'021 ComrnuntyOpen House 1+2v:+ 2.2a.2021 Task 4: TEG'RK-a= Assistance with- and Appeal of the C11y 5 RHNA i.'1'ZJ10 7�! ',.2J Task 5 Admnisraove D-aft Housing Eernent &3C:2019 11.302 20 Screencheck Admen Draft- Consultant 7Y12j1e�30.2020 ScreencheckAdminDraft- PlannngScatRevew 'D1'2020 1031,2]23 Second Screencreck Admn Drat- Consultant 1'!V2020 1115�2320 Second Sceencneck Admn Drat- Steering Canm'lee Review 11!!6i2D20 11r3a.2_t0 Task a Pubho Drat Review 111301,'2020 1,15.-021 Pubic Dra§- Consultant 1 VS3-2020 12'144X20 Pubic Drat- Fanning Staff Review 12115 020 12,:&'2C20 F-a+RuNicD-af:-Consu+.ant 121S0-2020 1t13.2021 Pubic Revew 1 ! 14:2021 31. ".2021 Task 7 HCD Revew, 1:1P'2021 92c:=021 Review of Pubic Drag `r1P12321 2�15 021 HCD Certifcaton 22e:2321 9C;:021 Task 6 Enrronmental Do-menls `111N2021 Task 9: Stucy Sesscn and Pubbc Heanngs 2111 _N D 5'10�_D21 CtyCo.,r,IStudy Ses5on 'lj2020 020 Pla^^-gCorr,iss&..nl `-:19!2021 _'.'19.20_1 Play-..9 Comm!sstb^ #2 e!2'D'_1 e.2'202' C 1y Co a=cl 41 "1 N2021 7!11'2021 CtyCoj--l42 10'2921 F.10._021 Task 10 Fna H'ouscg Element 3,,16'2021 e.,25,2021 Screencheek F ^a: Housing Element - Consultant 2,1e.2021 4' lcr_021 Sereencheck F� 4 Housnb Eh^tent -Staff Revew 4 rId'2021 430 :021 F ^4 Hcusng Element Productcn E11 V2021 p2:.2021 ASKlACTWM Pnntipau Principal Planner Senior PIm=wt0m4grwe Assouata AssWant Plannar TOTALS Dtrest COW ACTtY1TY {,nnUg and mwuv TOTALS hM $135 IN= $1M hmn m boos Fee fee Task 1 W—oil Mo)bWand Prged Sd> 4Je 8. $1.060 Cl 36 O $0 8 S1.080, 9' $1 Co. Task Sloe CononowMoobV 24 $3240 16 $1.680 0 $0 401 $4,920 32M $5.14. Task 3 C.oam my Enpapam n 22 32,970 32 $3,360 44 $3.740 96 $10 070 Sb00 S1Q,57CI Task 4 TKNical Asssamt4 a of RHNA 40 $5 QC, 241 $2 520 12 31.ox 76 $8,940 SG $8,9s0 Task 5 Ad "tralM Draft HNaft Elenwl 60 $8,10CI 28 $2 WD 116 S9,860 204 $20%0 $100 321= Task 6 Pubk Draft Hm" Element 24 S3240 IS 31.660 26 $2.380 68• $7,300 52.80) $10.1 task? KDCoordsv" 28; $3.M 0 $0 L $0 2B $3,780 $0 33.780 Task 8 Ernronrrreatal Downed 4• SW 0 $0 C $0. 4 $W4 30 sw Ta4k 9 S $"$QA and Roc H4rxrgs 40 S5A00 6 $6XI C $0 9 U."I $250, $6 Task 10 FM H%n" El r*N 241 3324CI 8 $64LI 8 $M SC $4 760 S90C' S•5.680 Subt*Uk 2741 S38.99C1130 $13,650 208 317,660 612 $0,320 $4,7501=MAI � I � I10°�► S7 36 TOTAL :r ,377 As speriW w ou Pr wsW Ilv 4Wrq-IC 7 dlydgat COW k7r v1w-ft W acres to r>t w Blenl" 07 the G&wd PW 0 e land Ilse 0rMobr y) 0r 0Mw re49Ted taw as Jlnk Ask by OTy S lar(&v doeow rwessary in mW t0 mo" HC-D op0xwom 0(Vv U)es FbuskV E*nxW Item No. 12 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: June 25, 2019 SUBJECT: Award a Construction Contract to Greer's Contracting & Concrete, Inc. for the Sidewalks - Old Town Boardwalk Enhancement, PW17-16 PREPARED BY: Avlin Odviar, Senior Civil Engineer William Becerra, Associate Engineer II RECOMMENDATION: That the City Council: 1. Approve an additional appropriation of $150,000 from the Measure S Fund Balance to the Sidewalks — Old Town Boardwalk Enhancement, PW17-16; 2. Award a construction contract to Greer's Contracting & Concrete, Inc. in the amount of $457,426.00, for the Sidewalks - Old Town Boardwalk Enhancement, PW17-16; 3. Authorize the City Manager to approve change orders not to exceed the contingency amount of $91,485.20, which is equal to 20% of the Contract amount; 4. Make a finding that the Sidewalks -Old Town Boardwalk Enhancement, PW17-16 is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. BACKGROUND: The Sidewalks - Old Town Boardwalk Enhancement will replace existing boardwalk planks throughout Old Town Temecula, with colored, stamped concrete consistent with the materials and finish of sidewalks at the approaches to the new Main Street Bridge. Where practical, the improved sidewalk widths will be expanded and trees with cast iron grates installed for consistency with the Old Town Specific Plan. The project improvements will be made on portions of Old Town Front Street, Main Street, Sixth Street, and Mercedes Street. On December 12, 2017, the City Council approved the specifications and authorized the Department of Public Works to solicit construction bids. On August 14, 2018, the City Council rejected all bids and authorized the Department of Public Works to rebid the Project after revisiting the Project's scope, price, and bid documents. Since that time, staff has interviewed bidders and revised the bid documents to clarify the scope of work, separate the replacement of existing concrete sidewalks into an additive bid, and allow for additional contract time to complete the work. The construction contract was readvertised publicly between April 22, 2019 and May 23, 2019. On Thursday, May 23, 2019 five bids were electronically opened and publicly posted on the City's online bidding service, PlanetBids. The contract specifications include both a Base Bid and Additive Bid, however staff recommends awarding only the Base Bid, with results as follows: Contractor Base Bid Amount 1. Greer's Contracting & Concrete, Inc. $457,426.00 2. EBS General Engineering, Inc. $577,885.00 3. L.C. Paving & Sealing, Inc. $697,116.40 4. Ca1ProMax Engineering, Inc. $834,621.00 5. MVC Enterprises, Inc. $935,765.00 Greer's Contracting & Concrete, Inc. has successfully completed similar projects for various public agencies. The Engineer's estimate for the project was $471,000 for the Base Bid and $189,000 for the Additive Bid. Staff has received a bid evaluation memorandum from the City's CDBG consultant which concurs that Greer's Contracting & Concrete, Inc. be deemed lowest responsive bidder. The specifications allow for one hundred (100) working days for construction, which is approximately 5 months. The project is Categorically Exempt under the California Environmental Quality Act (CEQA). The Notice of Determination was filed with the County of Riverside on October 19, 2017, in compliance with the provisions of Section 15301 (c) of the Public Resource Code. The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) Fee Remittance and Collection Policy adopted by Resolution 07-04 on September 10, 2007. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP. Beginning July 1, 2008, the RCA will require that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90-days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical right of way improvements projects are five percent of construction costs. Maintenance only projects, such as this project, are exempt from MHSCP fees. FISCAL IMPACT: The Sidewalks - Old Town Boardwalk Enhancement is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2019-23, and is funded with Community Development Block Grant and Measure S Funds. With the additional appropriation of $150,000.00 from the Measure S fund balance, adequate funds will be available in the project accounts to cover the contract amount of $457,426.00, plus the 20% contingency amount of $91,485.20, for a total amount of $548,911.20. ATTACHMENTS: 1. Contract 2. Project Description 3. Project Location Map CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS CONTRACT for OLD TOWN BOARDWALK ENHANCEMENT PROJECT NO. PW17-16 THIS CONTRACT, made and entered into the 25th day of June, 2019, by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and Greer's Contracting & Concrete Inc., hereinafter referred to as "Contractor." W ITNESSETH: That City and Contractor, for the consideration hereinafter named, mutually agree as follows: CONTRACT DOCUMENTS The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Specifications entitled OLD TOWN BOARDWALK ENHANCEMENT, PROJECT NO. PW17-16, Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Standard Plans and Specifications, (latest edition), issued by the California Department of Transportation where specifically referenced in the Plans and Technical Specifications, and the 2015 version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for OLD TOWN BOARDWALK ENHANCEMENT, PROJECT NO. PW17-16. Copies of these Standard Specifications are available from the publisher: BNi Building News Division of BNi Publications, Inc. 990 Park Center Drive, Suite E Vista, CA 92081 (760) 734-1113 The 2015 edition of Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract, except as amended by the General Specifications, Special Provisions, and Technical Specifications for OLD TOWN BOARDWALK ENHANCEMENT, PROJECT NO. PW17-16. In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over, and be used in lieu of, such conflicting portions. Where the Contract Documents describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract. 2. SCOPE OF WORK Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for OLD TOWN BOARDWALK ENHANCEMENT, PROJECT NO. PW17-16. All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by City. 3. CITY APPROVAL All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision, and subject to the approval of City or its authorized representatives. 4. CONTRACT AMOUNT AND SCHEDULE The City agrees to pay, and Contractor agrees to accept, in full payment for, the work agreed to be done, the sum of Four Hundred Fifty Seven Thousand Four Hundred Twenty Six DOLLARS AND No CENTS ($457,426.00), the total amount of the base bid. Contractor agrees to complete the work in a period not to exceed One Hundred (100) working days, commencing with delivery of a Notice to Proceed by City. Construction shall not commence until bonds and insurance are approved by City. 5, CHANGE ORDERS All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed the contingency as established by the City Council. 6. PAYMENTS a. Lump Sum Bid Schedule: Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule: Pursuant to Section 20104.50 of the Public Contract Code, within 30 days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 95% of the value of the work completed according to the bid schedule. Payment request forms shall be submitted on or about the 30th day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made 60 days after acceptance of final payment and the Contractor filing a one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City. C. Payment for Work Performed: Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. d. Payment of Interest: Interest shall be paid on all undisputed payment requests not paid within thirty (30) days pursuant to Public Contracts Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference. 7. LIQUIDATED DAMAGES / EXTENSION OF TIME a. Liquidated Damages: In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of One Thousand Dollars ($1,000) per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor. b. Extension of Time: Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City. Within ten calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within 30 calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City. 8 WAIVER OF CLAIMS On or before making each request for payment under Paragraph 6 above, Contractor shall submit to City, in writing, all claims for compensation as to work related to the payment. Unless the Contractor has disputed the amount of the payment, the acceptance by Contractor of each payment shall constitute a release of all claims against the City related to the payment. Contractor shall be required to execute an affidavit, release, and indemnity agreement with each claim for payment. 9. PREVAILING WAGES a. This contract will be funded in whole or in part with federal housing and community development funds. The Federal Labor Standards Provisions, including prevailing wage requirements of the Davis -Bacon and Related Acts will be enforced. A copy of the Federal Wage Decision applicable to this project is included in the Bid Document. b. This is project is a public work in the State of California, funded in whole or in part with public funds. Therefore, the higher of the two applicable prevailing wage rates, federal or state, will be enforced. C. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at littp://www.dir.ca.gov. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. This project, work, or service will be subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771.4. 10. TIME OF THE ESSENCE Time is of the essence in this contract. 11. INDEMNIFICATION All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend the City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included), and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. The Contractor shall indemnify and be responsible for reimbursing the City for any and all costs incurred by the City as a result of Stop Notices filed against the project. The City shall deduct such costs from progress payments or final payments due to the Contractor. 12. GRATUITIES Contractor warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to City's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 13. CONFLICT OF INTEREST Contractor warrants that none of its partners, members or shareholders are related by blood or marriage to any employee of the City who has participated in the development of the specifications or approval of this project or who will administer this project nor are they in any way financially associated with any City officer or employee, or any architect, engineer, or other preparers of the Drawings and Specifications for this project. Contractor further warrants that no person in its employ nor any person with an ownership interest in the Contractor has been employed by the City within one year of the date of the Notice Inviting Bids. 14. CONTRACTOR'S AFFIDAVIT 15. 16, 17 After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. NOTICE TO CITY OF LABOR DISPUTES Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. BOOKS AND RECORDS Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. Contractor and City do hereby acknowledge that this Contract will be partially or fully funded with Community Development Block Grant (CDBG) funds [24 CFR 570] and is, therefore, subject to applicable Federal procurement, labor, environmental, equal opportunity, and other regulations. Contractor shall maintain and keep books and records on a current basis, recording all transactions pertaining to this Contract in a form in accordance with generally acceptable accounting principles. Said books and records shall be made available to the County, the State of California, the Federal government, and to any authorized representative thereof for the purposes of audit at all reasonable times and places. All such books and records shall be retained for such periods as required by law, provided, however, notwithstanding any shorter periods of retention, all books, records, and supporting detail shall be retained for a period of at least five years after the expiration of the term of this Contract. Contractor shall comply with the Davis -Bacon Fair Labor Standards Act (40 USC a-276, a-5) and the implementation regulations thereof. Contractor shall comply with the U.S. Department of Housing and Urban Development's Federal Labor Standards Provisions (HUD 4010). INSPECTION The work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. 18. DISCRIMINATION Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices based on race, creed, religion, national origin, color, sex age, or disability. 19. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and govern the interpretation of this Contract. 20. PROHIBITED INTEREST No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the contract of the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the contractor/consultant covenants and agrees to their knowledge that no board member, office or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. 21. ADA REQUIREMENTS By signing this Contract, Contractor certifies that the Contractor is in total compliance with the Americans with Disabilities Act of 1990, Public Law 101-336, as amended. 22. WRITTEN NOTICE Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of the Contractor as set forth in the Contract Documents, and to the City addressed as follows: Mailing and Delivery Address: Patrick A. Thomas, PE Director of Public Works / City Engineer City of Temecula 41000 Main Street Temecula, CA 92590-3606 23. CLAIM DISPUTE RESOLUTION. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written. DATED: DATED: ATTEST: Randi Johl, city Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CONTRACTOR: Greer Contracting & Concrete Inc. 21490 Garfield Road Perris, CA 92570 (951) 233-6439 Greerconstruction@hotmail.com By:.) On. �n r�l L& John Greer Print or type NAME President -Owner Print or type TITLE By: ZA-b\l Print or typ6 NAME .5eGY'-e—tczr Print or type TITLE (Signatures of two corporate officers required for Corporations) CITY OF TEMECULA By: Michael S. Naggar, Mayor Capital Improvement Program Fiscal Years 2019-23 SIDEWALKS - OLD TOWN BOARDWALK ENHANCEMENT Infrastructure / Other Project Project Description: This project will establish programs that will remove boardwalk plank boards and replace them with colored concrete sidewalks stamped with wood grain finish similar to what was installed with the new Main Street bridge. Benefit / Core Value: This project promotes a sustainable walkable surface that will require little maintenance. New sidewalks will enhance American with Disabilities Act(ADA) access. It will also promote a "walkable" community by connecting the City. In addition, this project satisfies the City's Core Values of a Healthy and Livable City and Transportation Mobility and Connectivity. Project Status: Design is complete. Department: Public Works - Account No. 210.165.696 PW 17-16 Level: I 2022-23 Project Cost: Prior Years FYE 2018 2018-19 Projected Actual Carryover Adopted 2019-20 2020-21 2021-22 and Future Total Project Expenditures Budget Appropriation Proiected Proiected Proiected Years Cost Administration $ 52,907 $ 10,000 $ 40,000 $ 102,907 Construction $ 541,516 $ 200,000 $ 741,516 Construction Engineering $ 40,000 $ 20,000 $ 60,000 Design/Environmental $ 67,093 $ 67,093 Totals $ 52,907 $ 658,609 $ 260,000 $ - $ - $ - $ - $ 971,516 Source of Funds: Prior Years FYE 2018 2018-19 Actual Carryover Adopted 2019-20 2020-21 2021-22 2022-23 Total Project Expenditures Budget Appropriation Projected Projected Projected Projected Cost CDBG")(2) 1 $ 411,516 1 $ 411,516 Measure S $ 52.907 $ 247.093 $ 260.000 $ 560.000 Future Operation & Maintenance Costs 2018-19 2019-20 2020-21 2021-22 2022-23 (1) Community Development Block Grant- Action Plan Fiscal Year 2017-18 129 Old Town Boardwalk Enhancement :. e PW17-16 1 Imo_ i ® Legend Boardwalk r� 7-4 m_o�.m . e ,-e•m���r .gym Tj�• cam® m ` - m�S' - • f m ,�f fk � FAi04,lFF. 65 ,� .� Fi � `Vy f .�•.^ .*� rl - . , pp� t i Ipm i'v -- - - { to� - far �` J ,-a•�� J r! ,' i F� n r b -- at fi. � Jf�'�. �•�.� � . � e Jul k' � � � ( Item No. 13 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: June 25, 2019 SUBJECT: Accept Improvements and File the Notice of Completion for Sidewalks — Sixth Street Improvements, PW 17-05 PREPARED BY: Kendra Hannah-Meistrell, Senior Civil Engineer — CIP Chris White, Associate Engineer II - CIP RECOMMENDATION: That the City Council: 1. Approve an increase to the project contingency in the amount of $6,697.07 for the Sidewalks — Sixth Street Improvements, PW17-05; 2. Increase the City Manager change orders approval authority in the amount of $6,697.07; 3. Accept the improvements for the Sidewalks — Sixth Street Improvements, PW 17-05, as complete; 4. Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one-year Maintenance Bond in the amount of 10% of the contract amount; 5. Release the Labor and Materials Bond seven months after filing the Notice of Completion, if no liens have been filed. BACKGROUND: On March 13, 2018, the City Council awarded a Construction Contract to Eagle Paving Company, Inc., in the amount of $150,595.00, and authorized the City Manager to approve change orders not to exceed a 10% contingency of $15,059.50, to complete the Sidewalks — Sixth Street Improvements, PW 17-05 project. The Sidewalks — Sixth Street Improvements from Mercedes Street to the Mary Phillips Senior Center provides walking surfaces for pedestrians. The project consisted of installing a sidewalk along the north side of Sixth Street, from Mercedes Street to the Mary Phillips Senior Center and widening Sixth Street to ultimate width. The improvements also included constructing an ADA ramp, street lights, and planting street trees. This project satisfies the City's Core Values of Transportation Mobility and Connectivity. Additional crushed aggregate base, traffic control and NPDES compliance were necessary during construction. The cost of these additions exceed the remaining contingency amount and necessitates an increase to the contingency. The Contractor has completed the work in accordance with the approved plans and specifications and to the satisfaction of the Director of Public Works/City Engineer. All work is warranted for a period of one year from March 13, 2019, the date the City obtained "beneficial use" of the project improvements. The retention for this project will be released pursuant to the provisions of Public Contract Code Section 7107. FISCAL IMPACT: The original Contract amount was $150,595.00, the approved contract change orders and remaining contingency total $15,059.50, and with the contingency increase of $6,697.07, the total project cost is $172,351.57. There are sufficient funds available in the account to cover the contingency increase request. ATTACHMENTS: 1. Notice of Completion 2. Affidavit and Final Release 3. Maintenance Bond RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA 41000 Main Street Temecula, CA 92590 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code Sections 6103 and 27383 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is a Contract which was awarded by the City of Temecula to Eagle Paving Company, Inc. 13915 Danielson Street, Suite 201, Poway, Ca. 92064, to perform the following work of improvement: Sidewalks — Sixth Street Improvements (Mercedes Street to Mary Phillips Center), Project No. PW17-05 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on June 25, 2019. That upon said contract The Developers Surety and Indemnity Company, 17771 Cowan Avenue, Suite 100, Irvine, Ca. 92614, was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Sidewalks — Sixth Street Improvements (Mercedes Street to Mary Phillips Center), Project No. PW17-05 6. The location of said property is: on the North side of Sixth Street from Mercedes Street to Mary Phillips Center, Temecula, California. Dated at Temecula, California, this 25' day of June, 2019. City of Temecula Randi Johl, City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, California, do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 251" day of June, 2019. City of Temecula Randi Johl, City Clerk CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE for SIDEWALKS — SIXTH STREET IMPROVEMENTS (MERCEDES STREET TO MARY PHILLIPS CENTER) PROJECT NO. PW17-05 This is to certify that K I MAK VIAMV , (hereinafter the "Contractor")Teclares to thg City of eme#a, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the Contractor or by any of the Contractor's agents, employees or subcontractors used or in contribution to the execution of its Contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as SIDEWALKS — SIXTH STREET IMPROVEMENTS (MERCEDES STREET TO MARY PHILLIPS CENTER), PROJECT NO. PW17-05, situated in the City of Temecula, State of California, more particularly described as follows: ADDRESS OR DESCRIBE LOCATION OF WORK The Contractor declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the Contractor. Further, in connection with the final payment of the Contract, the Contractor hereby disputes the following amounts: Description Dollar Amount to Dispute I i MIMI IN ffiffs M, "a FAH Pursuant to Public Contract Code Section 7100, the Contractor does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the Contractor by reason of payment by the City of Temecula of any contract amount which the Contractor has not disputed above. CONTRACTOR: Dated: G By: S)gfQture WU?i (� [�- c Print Name and Titl EXCUTED IN DUPLICATE BOND NO. 894511P PREMIUM INCLUDED IN PERFORMANCE BOND CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS BOND NO. 894511P MAINTENANCE BOND for SIDEWALKS — SIXTH STREET IMPROVEMENTS (MERCEDES STREET TO MARY PHILLIPS CENTER) PROJECT NO. PW17-05 KNOW ALL PERSONS BY THESE PRESENT THAT EAGLE PAVING COMPANY, INC., 13915 DANIELSON STREET, SUITE 201, POWAY, CA 92064 NAME AND ADDRESS OF CONTRACTOR a CORPORATION (hereinafter called "Principal'), and (fill in whether a Corporation, Partnership, or Individual) DEVELOPERS SURETY AND INDEMNITY COMPANY, 17771 COWAN AVENUE, SUITE 100, IRVINE, CA 92614 NAME AND ADDRESS OF SURETY (hereinafter called "Surety'), are held and firmly bound unto CITY OF TEMECULA (hereinafter called "Owner") in the penal Sum of FIFTEEN THOUSAND EIGHT HUNDRED NINETY SIX DOLLARS AND FORTY SIX CENTS ($ 15,896.46 ) in lawful money of the United States, said sum being not less than ten percent (10%) of the Contract value payable by the said City of Temecula under the terms of the Contract, for the payment of which, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Contract with the Owner, dated the 13TH day of MARCH , 20 18 , a copy of which is hereto attached and made a part hereof for the construction of SIDEWALKS — SIXTH STREET IMPROVEMENTS (MERCEDES STREET TO MARY PHILLIPS CENTER), PROJECT NO. PW17.05. WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee for the period of one year after approval of the final estimate on said job, by the Owner, against all defects in workmanship and materials which may become apparent during said period; and WHEREAS, the said Contract has been completed, and was the final estimate approved on this the 13TH day of MARCH , 20 19 . NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if within one year from the date of approval of the final estimate on said job pursuant to the Contract, the work done under the terms of said Contract shall disclose poor workmanship in the execution of said work, and the carrying out of the terms of said Contract, or it shall appear that defective materials were furnished thereunder, then this obligation shall remain in full force and virtue, otherwise this instrument shall be void. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be Included, including reasonable attorney's fees incurred by the City of Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. Signed and sealed this 7TH day of MAY , 20 19 (Seal) SURETY: DEVELOPERS SURETY AND /INDEMNITY COMPANY / l C By. 0 - -- MARK D. IATAROLA (Name) ATTORNEY -IN -FACT (Title) APPROVED AS TO FORM: PRINCIPAL: EAGLE PAVING COMPANY, INC. sy: JO ATULE (Name) PRESIDENT (Title) WIN MARISA GARLAND (Name) CFO Peter M. Thorson, City Attorney (Title) NOTE: Signatures of two corporate officers required for corporations. A Notarial Acknowledgement or Jurat must be attached for each of the Surety and Principal Signatures. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 4 County of ' 1 cap I On ` before me" l Date ^ lere `nsert Name and Title f the Officer personally appeared Name(sj of Signers) who proved to me on the basis of satisfactory evidence to be the person(g) whose name(j) is/a.r-e subscribed to the within instrument and acknowledged to me that he/sAeMiey executed the same in hisAiertiflelr authorized capacity ii6s), and that by his/heir signature(%) on the instrument the personO, or the entity upon behalf of which the person( acted, executed the instrument. LDUTI U * ¢ o COMM. 2120373 NOTARY PUBLIC - CALIFORNIA ) SAN DIEGO COUNTY 0 * IK Lk COMM. EXPIRES AUG 19, 2019 � Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and off" ial seal. Signature Signature of Notary Public V I" 111-MIAIL Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Title or Type of Document Date: Signer(s) Other Than Named Above; Capacity(ies) Claimed Si n (s) Signer's Name; Corporate Officer — Title(s): / 1� 11 Partner — ❑ Limited ❑ Gener ❑ Individual ❑ Attorney in Fact ❑ Trustee 0 Guardian of Conservator ❑ Other: Signer is Representing: 02017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 County of �)31-Crm,J} On 6M Q before me, d H UAIA A__�V Date ere Insert "I, and Title o the officer personally appearedMkn� Nome(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(M whose name(►] is/al""ubscribed to the within instrument and acknowledged to me thatiMlshe/#Hey executed the same in lawher/tieif authorized capacity(iesg), and that byUz/her/t44e4r signature(39) on the instrument the person(p), or the entity upon behalf of which the person() acted, executed the instrument. r E R. FALDUTI U COMM. u 2120373 NOTARY PUBLIC - CAUFORNIA SAN DIEGO COUNTY 0 GOMM. EXPIRES AUG- 19, 2019 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. Signature Signature4Notoublic .— Lr I njiNj 1a. Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Dopipeint {� Title or Type of Do ment: 4�&POOEC_� [ t Document Date: Number of Pages: Signer(s) Other Than Named Above: Capaacity(ies) CI aimed by SiVer(s) Signer's Name: iiLCorporate Officer - Title(;): ❑ Partner - ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited 0 General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: 4,t.,'r!`},�a5�.•siio-�7a`i'.Mad`v��nkFv�lt�i:i�,i3-a'si&iiety`r�s$$9a9a'3_�.'a OO 20i7 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 Anotary public or other officer completing this certificate verifies onlythe identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SAN DIEGO On 5/7/2019 Date personally appeared before me, SANDRA FIGUEROA, NOTARY PUBLIC Here Insert Name and Title of the Officer MARK D. IATAROL.A Nome(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose nameO isla�subscribed to the within Instrument and acknowledged to me that he/e4eA eq executed the same in his/*- ; authorized capacity(fes), and that by hislHeFAhetr signature($) on the instrument the person(e), or the entity upon behalf of which the persona) acted, executed the instrument. SANDRA FIGUEROA ` COMW # 21E2647_ Z5AN Q DIEGO COUNTY NOTARY PUBLIC-CALIFORNIA[ MY COMMISSION EXPIRES ' AUGUST 14, 2020 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my hand and official seal. Signature a Signature of+Nary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: MARK D. IATAROLA ❑ Corporate Officer — Title(s): ❑ Partner -- ❑ Limited ❑ General ❑ Individual M Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: 92017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General © Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator m nthPr- Signer is Representing: POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOWALL BY THESE PRESENTS that except as expressly limited, DEVELOPERS SURETYAND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, constitute and appoint: ***Mark D. latarola, John G. Maloney, Helen Maloney, Helen E. Whealdon, Sandra Figueroa, jointly or severally*** as their true and lawful Altorney(s)-in-Fad, to make, execute, deliver and acknowledge, for and on behalf of said corporations, as sureties, bonds, undertakings and contracts of suretyship giving and granting unto said Allomey(s)-in-Fact full power and authority to do and to perform every ad necessary, requisite or proper to be done in connection therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the ads of said Attorneys) -in -Fad, pursuant to these presents, are hereby ratified and confirmed. This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008. RESOLVED, that a combination of any two of the Chairman of the Board, the President Executive Vice -President, Senior Vice -President or any Vice President of the corporations be, and that each of them hereby is, authorized to execute this Power of Attorney, qualifying the attorney(6) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it Is attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by Stair respective Secretary or Assistant Secretary this 4th day of October, 2018. ..........,,. By •9Y«.d<.+/ i%'fe `q4 AND, 4"D 4y PANYp* Daniel Young, Senior ice -President r,V1 'y,o'^"0,`01•���'g�pDN�F4'.y tear By: �Js7 cq[IFOStH�Pda Mark Lansdon, Vice -President �o••*"9'p •p,` 4rFp7 puunM`" A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached. and not the truthfulness, accuracv. or validity of that document. State of California County of Orange On October4 2018 before me, Lucille Raymond Notary Public Dale Here Intl Name and Tire °f the 0W. personally appeared Daniel Young and Mark Lansdon Nam(s) of Mor"(s) LUCILLE RAYMOND Notary Public • California :• Orange County Commission If 22551a5 My Comm. Expires Oct 13, 2022 Place Notary Seal Above who proved to me on the basis of safisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hislherltheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument he person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ( , Signature + �` Lucilltoyiiiond, Notary Public CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETYAND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked and, furthermore, that the provisions of the resolutions of the respective Boards of Directors of said corporations set forth in the Power of Attorney are in force as of the date of this Certificate. ,p ANDz This Certificate is executed in the City of Irvine, California, his 7TH day of MAY 2019 . ,,.�o.ty AND / NO�q••• P ANV �'{a p„ By: _ ; a 1936 OCT 5 d Q Cassle J. - ❑rStma, Assistant timlPtarY . off.c p,/o� - a IFO ATS-1002 (10118) "'• n„�;,, . ""' Item No. 14 ACTION MINUTES TEMECULA COMMUNITY SERVICES DISTRICT MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA DUNE 11, 2019 CALL TO ORDER at 8:25 PM: President James Stewart ROLL CALL: Edwards, Naggar, Rahn, Schwank, Stewart CSD PUBLIC COMMENTS None CSD CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (5-0): Motion by Rahn, Second by Schwank. The electronic vote reflected unanimous approval. 13. Approve the Action Minutes of May 28, 2019 Recommendation: That the Board of Directors approve the action minutes of May 28, 2019. 14. Approve a Sponsorship Agreement with the Temecula Sister City Association for the Support of Cultural Exchange Recommendation: That the Board of Directors approve a Sponsorship Agreement with the Temecula Sister City Association, in the amount of $3,500 community support funding for student travel scholarships, plus $4,000 in -kind staff support and facility utilization. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 8:26 PM, the Community Services District meeting was formally adjourned to Tuesday, June 25, 2019, at 5:30 PM for a Closed Session, with a regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] Item No. 15 TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Jennifer Hennessy, Director of Finance DATE: June 25, 2019 SUBJECT: Approve Financial Statements for the 3rd Quarter Ended March 31, 2019. PREPARED BY: Pascale Brown, Fiscal Services Manager Jordan Snider, Accountant I RECOMMENDATION: That the Board of Directors receive and file the Financial Statements for the 3rd Quarter Ended March 31, 2019. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the Temecula Community Services District for the 3rd Quarter Ended March 31, 2019. Please see the attached Financial Statements for an analytical review of financial activity. FISCAL IMPACT: None ATTACHMENTS: 1. Combining Balance Sheet as of March 31, 2019. 2. Statement of Revenues, Expenditures and Changes in Fund Balance — Budget and Actual for the 3rd Quarter Ended March 31, 2019 TEMECULA COMMUNITY SERVICES DISTRICT COMBINING BALANCE SHEET as of March 31, 2019 ASSETS: Cash and Investments Receivables TOTAL ASSETS LIABILITIES: Other Current Liabilities TOTAL LIABILITIES DEFERRED INFLOWS OF RESOURCES: Unavailable Revenues TOTAL DEFERRED INFLOWS OF RESOURCES FUND BALANCES: Restricted For: Community Services Committed To: Contractual Obligations (Encumbrance) TOTAL FUND BALANCES TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, and FUND BALANCES NOTE: Balances are unaudited Parks & Service Service Level Service Level Recreation Level B C Slope D Refuse Street Lights Maintenance Recycling $ 1,137,733 $ 119,289 $ 1,568,007 $ 412,644 169,072 452 8,229 78,307 $ 1,306,805 $ 119,741 $ 1,576,236 $ 490,951 $ 582,528 $ 76,688 $ 19,948 $ 3,741 582,528 76,688 19,948 3,741 112,137 43,053 1,211,373 484,526 612,140 - 344,915 2,684 724,277 43,053 1,556,288 487,210 $ 1,306,805 $ 119,741 $ 1,576,236 $ 490,951 TEMECULA COMMUNITY SERVICES DISTRICT COMBINING BALANCE SHEET as of March 31, 2019 Service Level R Service Level Street Road L Lake Park Library Public Art Total Maintenance Maintenance ASSETS: Cash and Investments $ 17,789 $ 409,844 $ 327,539 $ 7,056 $ 3,999,901 Receivables 136 2,204 5,372 143 263,915 TOTAL ASSETS $ 17,925 $ 412,048 $ 332,911 $ 7,199 $ 4,263,816 LIABILITIES: Other Current Liabilities $ - $ 11,551 $ 62,499 $ - $ 756,955 TOTAL LIABILITIES - 11,551 62,499 - 756,955 DEFERRED INFLOWS OF RESOURCES: Unavailable Revenues - - - - - TOTAL DEFERRED INFLOWS OF RESOURCES - - - - - FUND BALANCES: Restricted For: Community Services 17,925 345,506 191,170 7,199 2,412,889 Committed To: Contractual Obligations (Encumbrance) - 54,991 79,242 - 1,093,972 TOTAL FUND BALANCES 17,925 400,497 270,412 7,199 3,506,861 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, and FUND BALANCES $ 17,925 $ 412,048 $ 332,911 $ 7,199 $ 4,263,816 NOTE: Balances are unaudited TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CITYWIDE OPERATIONS for the 3rd Quarter Ended March 31, 2019 Annual Total % Amended YTD Activity Encumbrances Activity Budget Budget REVENUES: Special Tax (Measure C) $ 1,876,280 $ 989,442 $ - $ 989,442 53% Recreation Funding(Measure S) 6,211,702 4,890,177 - 4,890,177 79% Recreation Program 2,514,088 1,881,956 - 1,881,956 75% Investment Interest 15,000 14,975 - 14,975 100% TOTAL REVENUES $ 10,617,070 $ 7,776,550 - $ 7,776,550 73% EXPENDITURES: General Operations 2,969,332 2,034,095 77,162 2,111,257 71% Senior Center 453,463 311,435 11,957 323,392 71 % Community Recreation Center (CRC) 970,765 703,852 57,300 761,152 78% Special Events 996,235 731,510 146,133 877,643 88% Temecula Community Center (TCC) 228,886 162,022 5,389 167,411 73% Museum 524,182 342,655 18,382 361,037 69% Aquatics 1,058,707 626,984 56,028 683,012 65% Sports 333,289 203,685 53,193 256,878 77% Children's Museum 107,325 69,826 6,923 76,749 72% Community Theater 1,418,817 1,051,718 64,067 1,115,785 79% Cultural Arts 257,657 176,099 10,241 186,340 72% Conference Center 109,384 68,785 6,500 75,285 69% Human Services 180,355 128,339 10,053 138,392 77% Margarita Recreation Center 186,218 121,535 5,469 127,004 68% Jefferson Recreation Center 52,570 39,527 2,510 42,037 80% Contract Classes 867,373 610,688 9,576 620,264 72% Park Rangers 288,875 211,981 1,954 213,935 74% Responsible Compassion 487,043 385,121 69,303 454,424 93% TOTAL EXPENDITURES 11,490,476 7,979,857 612,140 8,591,997 75% Revenues Over/(Under) Expenditures and Transfers Beginning Fund Balance as of 7/01 /2018 (873,406) (203,307) 927,584 927,584 Ending Fund Balance as of 3/31/2019 $ 54,178 $ 724,277 NOTES: (1) Special assessment taxes are primarily received in January and May each fiscal year. (2) The variance is due to the change in the fair value on investments, fluctuating interest rates, and improved cash flows. (1) (2) TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SERVICE LEVEL B - RESIDENTIAL STREET LIGHTS for the 3rd Quarter Ended March 31, 2019 REVENUES: Assessments Recreation Funding(Measure S) Investment Interest TOTAL REVENUES EXPENDITURES: Salaries and Wages Street Lighting Fees Property Tax Admin Fees TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31/2019 Annual Amended Budget $ 641,384 62,661 200 704,245 21,451 755,000 12,750 789,201 (84,956) 261,188 Total YTD Activity $ 336,292 62,661 1,675 400,628 17,069 590,726 10,968 618,763 (218,135) 261,188 $ 176,232 $ 43,053 % of Budget 52% 100% 100% 57% 80% 78% 86% 78% (1) (2) (3) NOTES: (1) Special assessment taxes are primarily received in January and May each fiscal year. (2) The variance is due to recreation funding transfer In from Measure S have been processed for the entire Fiscal Year. (3) The variance is due to the change in the fair value on investments, fluctuating interest rates, and improved cash flows. TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL REVENUES: Assessments Investment Interest TOTAL REVENUES EXPENDITURES: Zone 1 Saddlewood Zone 2 Winchester Creek Zone 3 Rancho Highlands Zone 4 The Vineyards Zone 5 Signet Series Zone 6 Woodcrest Country Zone 7 Ridgeview Zone 8 Village Grove Zone 9 Rancho Solana Zone 10 Martinique Zone 11 Meadowview Zone 12 Vintage Hills Zone 13 Presley Development Zone 14 Morrison Homes Zone 15 Barclay Estates Zone 16 Tradewinds Zone 17 Monte Vista Zone 18 Temeku Hills Zone 19 Chantemar Zone 20 Crowne Hill Zone 21 Vail Ranch Zone 22 Sutton Place Zone 23 Pheasent Run Zone 24 Harveston Zone 25 Serena Hills Zone 26 Gallery Tradition Zone 27 Avondale Zone 28 Wolf Creek Zone 29 Gallery Portrait SERVICE LEVEL C - PERIMETER LANDSCAPING AND SLOPE MAINTENANCE for the 3rd Quarter Ended March 31, 2019 Annual Amended Total YTD Total Encumbrances % of Budget Activity Activity Budget $ 1,586,430 $ 833,949 $ - $ 833,949 53% 19,000 21,040 - 21,040 111 % 1,605,430 854,989 - 854,989 53% 38,718 25,387 8,179 33,566 87% 43,596 22,680 12,522 35,202 81 % 42,063 24,627 9,484 34,111 81% 6,462 4,103 1,183 5,286 82% 35,607 24,273 6,070 30,343 85% 23,603 13,979 6,105 20,084 85% 15,589 9,019 2,302 11,321 73% 131,541 90,368 24,144 114,512 87% 4,698 2,262 460 2,722 58% 9,654 5,473 1,239 6,712 70% 2,516 1,500 286 1,786 71 % 90,817 62,163 14,354 76,517 84% 32,452 22,863 5,018 27,881 86% 14,632 9,691 2,106 11,797 81 % 9,138 5,465 1,714 7,179 79% 37,802 23,434 8,459 31,893 84% 2,085 1,422 273 1,695 81 % 97,451 59,594 19,784 79,378 81 % 55,873 35,572 15,820 51,392 92% 173,282 102,457 40,530 142,987 83% 222,988 134,990 56,444 191,434 86% 4,453 2,553 637 3,190 72% 8,639 4,778 1,185 5,963 69% 164,213 105,391 28,221 133,612 81 % 45,053 22,917 12,425 35,342 78% 2,235 1,451 248 1,699 76% 9,399 5,669 1,385 7,054 75% 225,557 128,748 63,923 192,671 85% 3,027 1,662 415 2,077 69% TOTAL EXPENDITURES 1,553,143 954,491 Revenues Over/(Under) Expenditures 52,287 (99,502) Beginning Fund Balance as of 7/01/2018 1,655,790 1,655,790 Ending Fund Balance as of 3/31/2019 $ 1,708,077 $ 1,556,288 344,915 1,299,406 84% NOTES: (1) Special assessment taxes are primarily received in January and May each Fiscal Year. (2) The variance is due to the change in the fair value on investments, fluctuating interest rates, and improved cash flows. (3) The variance in expenditures is due to encumbrances that are recorded for the entire Fiscal Year. (3) TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SERVICE LEVEL D - REFUSE COLLECTION, RECYCLING & STREET SWEEPING for the 3rd Quarter Ended March 31, 2019 REVENUES: Assessments Recycling Program/Grant Investment Interest TOTAL REVENUES EXPENDITURES: Salaries and Wages Department of Conservation Grant Refuse Hauling Operating Expenditures TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31/2019 Annual Amended Total YTD Budget Activity $ 7,991,790 $ 4,196,043 18,000 19,711 5,000 4,370 8,014,790 4,220,124 70,247 53,782 49,731 - 7,899,813 3,949,906 59,100 23,715 8,078,891 4,027,403 (64,101) 192,721 294,489 294,489 $ 230,388 $ 487,210 Encumbrances Total % of Budget Activity $ - $ 4,196,043 53% - 19,711 110% - 4,370 87% - 4,220,124 53% - 53,782 77% - - 0% - 3,949,906 50% 2,684 26,399 45% 2,684 4,030,087 50% NOTES: (1) Special assessment taxes are primarily received in January and May each fiscal year. (2) The variance is due to the change in the fair value on investments, fluctuating interest rates, and improved cash flows. (3) The Department of Conservation Grant expenditures will be processed by the end of this Fiscal Year. (4) The second payment to CR&R for refuse hauling services is expected to be paid in June 2019. (3) (4) TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SERVICE LEVEL R - STREETS AND ROADS for the 3rd Quarter Ended March 31, 2019 REVENUES: Assessments Investment Interest TOTAL REVENUES EXPENDITURES: Emergency Street Maintenance Property Tax Admin Fees TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31/2019 Annual Amended Budget $ 5,532 400 5,932 29,500 163 29,663 (23,731) 26,791 Total YTD Activity $ 3,054 395 3,449 12,200 115 12,315 (8,866) 26,791 $ 3,060 $ 17,925 % of Budget 55% 99% 58% 41% 71% 42% NOTES: (1) Special assessment taxes are primarily received in January and May each fiscal year. (2) The variance is due to the change in the fair value on investments, fluctuating interest rates, and improved cash flows. (3) Emergency Street Maintenance repair will be done by end of this Fiscal Year. (1) (2) (3) TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SERVICE LEVEL L - LAKE PARK MAINTENANCE for the 3rd Quarter Ended March 31, 2019 Annual Amended Total YTD Total % of Budget Activity Encumbrances Activity Budget Assessments Harveston Lake Boat Fees Investment Interest TOTAL REVENUES EXPENDITURES: Salaries and Wages Operating Expenditures TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01 /2017 Ending Fund Balance as of 3/31/2019 $ 241,870 $ 126,630 $ - $ 126,630 52% (1) 4,200 3,578 - 3,578 85% 5,500 5,634 - 5,634 102% (2) 251,570 135,842 - 135,842 54% 17,706 11,738 - 11,738 66% 229,570 126,274 54,991 181,265 79% 247,276 138,012 54,991 193,003 78% 4,294 (2,170) 402,667 402,667 $ 406,961 $ 400,497 NOTES: (1) Special assessment taxes are primarily received in January and May each fiscal year. (2) The variance is due to the change in the fair value on investment as well as fluctuating interest rates. TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL TEMECULA LIBRARY for the 3rd Quarter Ended March 31, 2019 REVENUES: Library Services Recreation Funding(Measure S) Investment Interest TOTAL REVENUES EXPENDITURES: Salaries and Wages Operating Expenditures TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31/2019 Annual Amended Budget Total YTD Encumbrances Total % of Activity Activity Budget $ 107,760 $ 86,164 $ - $ 86,164 80% 662,527 496,895 - 496,895 75% 5,000 6,080 - 6,080 122% 775,287 589,139 - 589,139 76% 88,003 71,102 - 71,102 81 % 906,136 590,697 79,242 669,939 74% 994,139 661,799 79,242 741,041 75% (218,852) (72,660) 343,072 343,072 $ 124,220 $ 270,412 NOTES: (1) The variance is due to the change in the fair value on investment as well as fluctuating interest rates. (1) TEMECULA COMMUNITY SERVICES DISTRICT STATEMENT OF REVENUES, EXPENDITURES, and CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PUBLIC ART for the 3rd Quarter Ended March 31, 2019 REVENUES: Public Art Revenues Investment Interest TOTAL REVENUES Other Financing Sources (Uses): Operating Expenditures TOTAL EXPENDITURES Revenues Over/(Under) Expenditures Other Financing Sources/(Uses) Transfers Out Beginning Fund Balance as of 7/01 /2018 Ending Fund Balance as of 3/31/2019 Annual Amended Total YTD Budget Activity $ 73,511 $ 9,803 1,000 454 74,511 10,257 4,026 4,026 4,026 4,026 70,485 6,231 25,000 25,000 25,968 25,968 $ 121,453 $ 7,199 % of Budget 13% (1) 45% (2) 14% 100% (3) NOTES: (1) The variance in Public Art revenues is due to the timing of developer pulling permits. (2) The variance is due to the change in the fair value on investment as well as fluctuating interest rates. (3) The variance in Operating Expenditures is due to full payment to vendor for completing the Civic Center engraving project. ACTION MINUTES SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JUNE 11, 2019 CALL TO ORDER at 8:26 PM: Chair Mike Naggar ROLL CALL: Edwards, Rahn, Schwank, Stewart, Naggar SARDA PUBLIC COMMENTS None SARDA CONSENT CALENDAR 15. Approve the Third Amendment to the Disposition and Development Agreement for the Town Square Marketplace Development Between the Successor Agency to the Temecula Redevelopment Agency, the City of Temecula, and Town Square Marketplace Old Town, LLC. Located at APNs 922-360-004, 005, 006, 007 Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 19-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC CONVEYING APPROXIMATELY ONE ACRE OF PROPERTY LOCATED ON MAIN STREET WEST OF MERCEDES STREET Approved the Staff Recommendation (4-0, Naggar abstain): Motion by Rahn, Second by Edwards. The electronic vote reflected unanimous approval with Naggar abstaining. Chair Naggar abstained from this item. There was a potential conflict of interest for him with respect to the principal of the buyer, Mr. Truax, although it turned out not to be a conflict. In the abundance of caution, Chair Naggar elected not to participate in order to avoid the appearance of impropriety. Since both the City Council and Successor Agency items are on the Consent Calendar, he did not need to leave the dais unless the item was removed from the Consent Calendar which it was not and his abstention is reflected in the vote. SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTOR REPORTS SARDA ADJOURNMENT At 8:28 PM, the Successor Agency to the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, June 25, 2019, at 5:30 PM for a Closed Session, with a regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Michael S. Naggar, Chair ATTEST: Randi Johl, Secretary [SEAL] Item No. 16 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Executive Director/Board of Directors Jennifer Hennessy, Director of Finance June 25, 2019 Approve Financial Statements for the 3rd Quarter Ended March 31, 2019 PREPARED BY: Rudy J. Graciano, Fiscal Services Manager RECOMMENDATION: That the Board of Directors receive and file the Financial Statements for the 3rd Quarter Ended March 31, 2019. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the Successor Agency to the Temecula Redevelopment Agency for the 3rd Quarter Ended March 31, 2019. Please see the attached Financial Statements for analytical review of financial activity. FISCAL IMPACT: None ATTACHMENTS: 1. Statement of Fiduciary Net Position as of March 31, 2019. 2. Statement of Changes in Fiduciary Net Position -for the 3rd Quarter Ended March 31, 2019 SARDA STATEMENT OF FIDUCIARY NET POSITION As of March 31, 2019 Successor Agency to the Former RDA ASSETS: Cash and Investments $ 2,608,353 Receivables 13,360 Prepaid Insurance 1,381,863 Land Held for Resale 98,484 Restricted Cash and Investments with Fiscal Agent 13,061,994 Land 3,819,108 Property, Plant, and Equipment (net of accumulated depreciation) 25,956,439 TOTAL ASSETS $ 46,939,601 DEFERRED OUTFLOW OF RESOURCES: Deferred Amounts on Refundings $ 6,449,963 TOTAL DEFERRED OUTFLOWS 6,449,963 LIABILITIES: Accounts Payable $ 20,000 Advances from City-SERAF 5,250,954 Accrued Interest Payable 952,695 Net Bonds Payable 81,173,571 (2) TOTAL LIABILITIES 87,397,220 NET POSITION/(DEFICIT): TOTAL NET POSITION/(DEFICIT) $ (34,007,656) (1) NOTES: Note: Amounts are unaudited (1) The deficit balance is primarily attributed to SARDA long term debt, which will be reduced when future revenues are received and matched with their annual debt service payments. (2) Net Bonds Payable includes the TABs 2017 Refunding Bonds and related unamortized bond premiums/discounts. SARDA STATEMENT OF CHANGES IN FIDUCIARY NET POSITION For the 3rd Quarter Ended March 31, 2019 Successor Agency to the Former RDA ADDITIONS: Investment Earnings $ 220,035 Property Tax Distribution 2,943,191 TOTAL ADDITIONS 3,163,226 DEDUCTIONS: Affordable Housing Obligations 305,000 Debt Service - Interest 2,490,216 Depreciation 884,998 Operations 3,940 Bond Insurance Premium 51,573 Operating Transfers Out 133,500 TOTAL DEDUCTIONS 3,869,227 Change in Net Position (706,001) Net Position/(Deficit) as of July 1, 2018 (33,301,655) Net Position/(Deficit) as of March 31, 2019 $ (34,007,656) (1) Note: Amounts are unaudited (1) The deficit balance is primarily attributed to SARDA long term debt, which will be reduced when future revenues are received and matched with their annual debt service payments. Item No. 17 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: June 25, 2019 SUBJECT: Approve an Amendment to Chapter 5.22 of the Temecula Municipal Code, Massage and Massage Establishments (At the Request of Subcommittee Members Council Members Edwards and Rahn) PREPARED BY: RECOMMENDATION: Dale West, Associate Planner II That the City Council: 1. Introduce and read by title only an ordinance entitled: ORDINANCE NO. 19- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING CHAPTER 5.22, MASSAGE AND MASSAGE ESTABLISHMENTS, OF THE TEMECULA MUNICIPAL CODE AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT 2. Adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE SCHEDULE OF ADMINISTRATIVE CITATION FINES PURSUANT TO TEMECULA MUNICIPAL CODE SECTION 1.21.060 FOR VIOLATIONS OF CHAPTER 5.22 PERTAINING TO MASSAGE ESTABLISHMENTS SUMMARY OF ORDINANCE: An amendment to Chapter 5.22 updating massage establishment requirements to be consistent with State law, and imposing reasonable standards on the operation of the massage establishment, as allowed by Government Code §§ 37100, 51030. et seq., and Business and Professions Code §§ 460, 16000, 4600 through 4621. BACKGROUND: The California State Legislature has implemented uniform statewide regulations pertaining to individuals who are certified by the California Massage Therapy Council (CAMTC), now codified in Chapter 10.5 of Division 2 of the California Business and Professions Code at Section 4600, et seq. (the "Massage Therapy Act"), which created a statewide system for issuing certificates to massage therapists and massage practitioners; the CAMTC does not, however, regulate massage establishments. The City is authorized to regulate massage establishments pursuant to the State Constitution and provisions of Government Code §§ 37100, 51030. et seq., and Business and Professions Code §§ 460, 16000, 4600 through 4621, which provides certain minimum standards for the operation of massage establishments, their management of employees, massage therapists, and massage practitioners. Additional local regulation is also necessary to prevent adverse secondary effects in the community such as blight, disease, litter, the deterioration of neighborhoods and commercial districts, and other secondary effects. Reasonable standards for issuance of permits and restrictions on massage operations will serve to reduce adverse secondary effects, the risk of illegal activity, and would thereby benefit the public health. In addition, local regulations can promote the ethical practice of massage therapy as an important healing art, while preventing and discouraging the misuse of massage therapy as an opportunity for illicit and other unlawful activity. The Temecula Municipal Code Chapter 5.22 establishes the requirements for massage establishments in the City of Temecula. It requires that all establishments which provide massage to obtain a City permit; however, the current massage ordinance needs updating to be consistent with state law and in order to effectively regulate massage establishments. This Chapter provides certain minimum standards for the operation of massage establishments, their managing employees, and massage therapists and massage practitioners. ANALYSIS: The proposed ordinance updates the existing ordinance and provides more detailed requirements for the operation of massage establishments, and is summarized as follows: • Distinguishes between massage only establishments and establishments that offer massage along with other non -massage services (e.g., Salon/Day Spa). • Limits or caps the number of massage only establishments to a maximum of 1 per 10,000 persons. • The maximum number of massage establishment do not apply to businesses where massage services are ancillary to other uses on site and where massage services are less than 50% of the gross floor area of the business. • Existing legally operating massage establishments are allowed to continue to operate and renew their permit, even if the number of massage establishments exceed the maximum number. • New massage only establishments may be denied if the existing number of massage only establishments equal or exceed the maximum number. • If a massage establishment permit is denied or revoked, the applicant, owner and operator may not reapply for 12 months. • Establishes a three strikes rule for revocations and denials. • Establishes provisions for the immediate revocation of a permit for serious violations Staff coordinated with the Temecula Code Enforcement Division, the Temecula Police Department, and California Massage Therapy Council to develop operational standards that are appropriate to protect the health, safety and welfare of the citizens of the City of Temecula and further the legitimate business interest that provides benefits to its patrons. The Public Safety Ad Hoc Subcommittee (Edwards/Rahn) discussed the framework of the proposed ordinance and recommended that the City Council consider and approve the ordinance as presented by staff. Additionally, the Subcommittee recommended that the Administrative Citation for violations of Sections 5.22.040(A) and 5.22.080 of the Massage Establishment Ordinance be increased to $1,000 per violation. ENVIRONMENTAL FINDINGS: Staff has determined that the proposed Ordinance is exempt from the California Environmental Quality Act (CEQA) as there is no possibility the proposed ordinance would have a significant impact on the environment pursuant to State CEQA Guideline Section 15061(b)(3). More specifically, the proposed ordinance amends the City's massage ordinance so that it is consistent with State law requirements, and regulates the operation of massage establishments. The ordinance does not alter the allowed uses in the City and does not result in a significant increase in the intensity or density of any land use above what is currently allowed. FISCAL IMPACT: The proposed ordinance requires all massage establishments to obtain a permit to operate a massage establishment within the City. Currently the City fees are $681 for new Massage Establishment permits and $276 for existing Massage Establishment permit renewals. The current maximum Administrative Citation penalty is $250. The proposed maximum Administrative Citation penalty is $1,000. ATTACHMENTS: 1. Ordinance 2. Resolution ORDINANCE NO. 19- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING CHAPTER 5.22, MASSAGE AND MASSAGE ESTABLISHMENTS, OF THE TEMECULA MUNICIPAL CODE AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Chapter 5.22 (Massage and Massage Establishments) of Title 5 (Business Licenses and Regulations) of the Temecula Municipal Code is hereby amended in full to read as follows: "5.22.010: Purpose and authority. 5.22.020: Definitions. 5.22.030: CAMTC certification required. 5.22.040: Massage establishment permit required. 5.22.050: Maximum number of massage establishments. 5.22.060: Application for massage establishment permit. 5.22.070: Massage establishment permit issuance and denial. 5.22.080: Requirements applicable to the operation of massage establishments. 5.22.090: Requirements applicable to the operation of outcall services. 5.22.100: Transfers and changes of business. 5.22.110: Fees. 5.22.120: Exemptions. 5.22.130: Duration and renewal of permits. 5.22.140: Revocation, permit denial and appeal. 5.22.150: Violation and penalty. 5.22.160: Application to existing businesses. 5.22.010 Purpose and authority. It is the purpose and intent of this Chapter to protect the health, safety and welfare of the citizens of the City, while recognizing massage as a legitimate business interest that provides benefits to its patrons in a therapeutic setting. The California State Legislature has implemented uniform statewide regulations pertaining to individuals who are certified by the California Massage Therapy Council, now codified in Chapter 10.5 of Division 2 of the California Business and Professions Code at Section 4600, et seq. (the "Massage Therapy Act"), which created a statewide system for issuing certificates to massage therapists and massage practitioners. The City is authorized to regulate massage establishments pursuant to the State Constitution and provisions of Government Code §§ 37100, 51030. et seq., and Business and Professions Code §§ 460, 16000, 4600 through 4621. This Chapter provides certain minimum standards for the operation of massage establishments, their managing employees, and massage therapists and massage practitioners. There is a continued need for local regulations because there is significant risk of injury to massage patrons by improperly trained or educated massage service providers, and the City has a legitimate interest in providing reasonable safeguards against injury and economic loss to such massage patrons. In addition, the City wishes to promote the ethical practice of massage therapy as an important healing art, and to prevent and discourage the misuse of massage therapy as an opportunity for acts of prostitution and other unlawful sexual activity. Courts have long recognized massage as a closely and pervasively regulated activity and that some massage establishments are brothels in disguise. The City Council recognizes that massage establishments may have a serious deleterious effect upon adjacent areas, as well as the areas in which they are located, when illegal activities such as pandering or prostitution can occur. The City Council understands that illegal activities occurring in massage establishments often incorporate the exploitation of women and new immigrants to this country. Over the last few years, there have been numerous news articles linking some massage establishments throughout the country with human trafficking operations. Local regulation is also necessary to prevent adverse secondary effects in the community such as blight, disease, litter, the deterioration of neighborhoods and commercial districts, and other secondary effects. Reasonable standards for issuance of permits and restrictions on massage operations will serve to reduce the risk of illegal activity and would thereby benefit the public health. 5.22.020 Definitions. Unless the particular provision of the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning and application of words and phrases used in this Chapter. "Applicant" means an owner or operator filing an application for a massage establishment permit. "CAMTC" means the California Massage Therapy Council created by Business and Professions Code Sections 4600, et seq., or any other subsequently created State organization or entity that regulates massage therapists. "CAMTC Certificate" means a current and valid certificate issued by the CAMTC to a massage practitioner or massage therapist. "Chief of Police" means and includes the captain of the Riverside County Sheriff's Department currently designated by the sheriff as the command officer responsible for the City of Temecula, or any other representative as designated by the City Manager. "City" means the City of Temecula. "City Council" means and includes the City Council of the City of Temecula. "City Manager" means and includes the City Manager of the City of Temecula or his or her designated representative. "Compensation" means the payment, loan, advance, donation, contribution, deposit, exchange, or gift of money or anything of value. "Conviction" or "convicted" means and includes a conviction following a plea or verdict of guilty, or plea of nolo contendere (no contest). "Days" means and includes calendar days, unless otherwise specifically stated in the text. "Employ" means and includes the act of employing employees and/or contracting with independent contractors. "Employee" means and includes every owner, partner, manager, supervisor, and any other person, whether paid or not, who renders massage services, or engages in activities that further massage services, of any nature in connection with the operation of a massage establishment, or upon the premises of a massage establishment. The term Employee shall also include massage professionals who provide massage services, whether as independent contractors or otherwise, in or for a massage establishment. Employee also includes receptionists, janitorial staff, and any other person who works at the massage establishment. "Manager" or "on duty manager" means and includes the person(s) designated by the owner or operator of the massage establishment, to act as the representative and agent of the owner or operator in managing day-to-day operations with the same liabilities and responsibilities. Evidence of management includes, but is not limited to, evidence that the individual has power to direct or hire and dismiss employees, control hours of operation, create policy or rules or purchase supplies. A manager may also be an owner or operator. "Massage" means the scientific manipulation of the soft tissues of the human body. "Massage establishment" means a fixed location where massage is performed for compensation, excluding those locations where massage is only provided on an out -call basis. "Massage practitioner" means a person who is currently certified as a massage practitioner by the CAMTC in accordance with Business and Professions Code Section 4604.2 and who administers massage for compensation. "Massage professional" means a massage practitioner or massage therapist. "Massage therapist" means a person who is currently certified by the CAMTC pursuant to Business and Professions Code Section 4604 and who administers massage for compensation. "Operator" means and includes any owner or other person who operates a massage establishment. "Outcall massage" means any massage performed or administered for compensation by a state certified massage professional at a location in the City other than at a massage establishment. "Owner" means and includes any person (1) whose name appears on the City business license for a massage establishment or (2) who has any ownership interest in a massage establishment including, but not limited to, any of the following Persons: the sole proprietor of a sole proprietorship; any general or limited partner of a general or limited partnership; any person who has a five percent or greater ownership interest in a corporation that owns a massage establishment; any member or manager of a limited liability company; or any person who has an ownership interest in any other type of business association that owns a massage establishment. "Permit" means a massage establishment permit issued pursuant to this Chapter. "Permit holder" means any owner of a massage establishment that has obtained a permit to operate within the City pursuant to Section 5.22.070. "Person" means and includes any individual, firm, corporation, partnership, association or other group or combination of individuals of whatever form or character. "Police department" means and includes the Riverside County Sheriff's Department, acting pursuant to its law enforcement contract with the City of Temecula, or any other law enforcement agency designated by the City Manager. "Property" means the premises where the massage establishment is located. If the massage establishment is located within a commercial complex, property does not mean the entire complex but rather the specific suite where the message establishment is located. "Recognized school of massage" means any school or institution of learning that is recognized as an approved school pursuant to Business and Professions Code Division 2, Chapter 10.5, as currently drafted or as may be amended. 5.22.030 CAMTC certification required. A. It shall be unlawful for any person to provide massage for compensation within the City unless that person is a massage professional in good standing and is certified by the CAMTC. B. It shall be unlawful for a massage establishment to employ or retain any person to provide massage for compensation, including any outcall massage, unless that person is a massage professional in good standing and is certified by the CAMTC. 5.22.040 Massage establishment permit required. A. It is unlawful for any person to engage in, operate, conduct or carry on, in or upon any premises, a massage establishment without first obtaining a massage establishment permit pursuant to this Chapter, securing the necessary business license as required by this code, and complying with Title 5 of this code. A separate permit shall be obtained for each separate massage establishment operated by such person. B. A permit to operate a massage establishment shall be valid for a period of one year and shall expire in conjunction with the business license. 5.22.050 Maximum number of massage establishments. A. The maximum number of massage establishments within the City shall not exceed one (1) massage establishment per every 10,000 inhabitants of the City, with any fraction of that ratio being rounded down to the nearest whole number. For purposes of this section, the total number of inhabitants of the City shall be determined by the most current published data available from the California State Department of Finances, as of the date an application for a massage establishment permit is filed. B. Subsection A above shall not apply to any athletic club, health club, school, gymnasium, state licensed cosmetology or barber establishment, reducing salon, day spa or similar establishment where massage or similar manipulation of the human body is offered as an ancillary service, and that (1) operates with a valid and current business license issued by the City, and (2) has a valid massage establishment permit if required by this Chapter. For purposes of this subsection, "ancillary service" shall be those services where less than 50% of the gross floor area of the business is devoted to massage. Restrooms, breakrooms, and lobby areas do not count towards the calculation of the gross floor area as set forth in this subsection; only the treatment rooms where massage is performed count towards the calculation of the gross floor area of the business that is devoted to massage. C. If there is no lapse in the timely renewal of a City business license and permit as required under this Chapter, massage establishments operating with a valid and current business license and permit issued by the City as of August 1, 2019, and that operate in compliance with all local, State and Federal laws, ordinances, rules and regulations, may continue to operate in the City even if the number of massage establishments exceed the maximum number of massage establishments permitted in the City pursuant to subsection A above. D. Any owner that meets the requirements of subsection C above may sell or transfer the massage business, but the new owner of the massage business shall apply and obtain a massage establishment permit before the new owner or operator begins operating the massage establishment. If the massage business that is sold or transferred does not have a history of violating any provisions of the Chapter for at least one year preceding the date of sale or transfer of the business, the business may obtain a massage establishment permit to operate in the City even if the number of massage establishments exceed the maximum number of massage establishments permitted in the City pursuant to subsection A above, as long as the business meets all the requirements of Section 5.22.070. 5.22.060 Application for massage establishment permit. A. All persons desiring a permit for a massage establishment shall file a written application on the required form available at the City's Planning Department. The application, to be signed under penalty of perjury, shall be accompanied by the appropriate filing fee established by resolution of the City Council. The application shall be completed and signed by the operator of the proposed massage establishment, if a sole proprietorship; one general partner, if the operator W is a partnership; one officer or one director, if the operator is a corporation; and one participant, if the operator is a joint venture. The application for a permit does not authorize operation of a massage establishment unless and until such permit has been properly granted. The application shall contain or be accompanied by the following information: I. The type of ownership of the business; for example, whether an individual, partnership, or corporation. If the applicant is a corporation, the name of the corporation shall be set forth exactly as shown in its articles of incorporation or charter, together with the state and date of incorporation and the names and residence addresses of each of its current officers and directors, and of each stockholder holding more than five percent of the stock of that corporation. If the applicant is a partnership, the application shall set forth the name and residence of each of the partners, including limited partners. If the business is a limited partnership, it shall furnish a copy of its certificate of limited partnership filed with the Secretary of State. If one or more of the partners is a corporation, the provisions of this subsection pertaining to corporations shall apply; 2. The precise name under which the massage establishment is to be conducted; 3. The complete address, all telephone numbers, and email address of the massage establishment; 4. Whether massage professionals employed by the massage establishment will perform outcall massage services; 5. A complete current list of the names, residence addresses and copy of driver's license or other picture identification card issued by a governmental authority, of all proposed massage professionals, managers, operators, and employees of the massage establishment; 6. For each person who will be providing massage at the massage establishment, a copy of his or her CAMTC Certificate and a copy of his or her current CAMTC issued identification card; 7. A description of any other business operated on the same premises or within the City or the state of California that is owned or operated by the applicant; 8. The following personal information concerning the applicant: a. Full complete name and all aliases used by the applicant, b. Current address and all previous residential addresses for eight years immediately preceding the present address of the applicant, C. Acceptable proof that the applicant is at least eighteen years of age, d. Proof of legal residency and/or the ability to legally work in the United States, 6 e. The applicant's complete business, occupation and employment history for eight years preceding the date of application, including, but not limited to, the massage or similar business history and experience of the applicant, f. The complete massage permit history of the applicant, whether such person has ever had any permit, license, or certification to conduct a massage business issued or denied by any governmental authority; the date of issuance of such a permit or license, whether the permit or license was denied, revoked or suspended; and the reason therefor, g. Whether the applicant has ever had a massage therapist or massage practitioner permit, license, or certification denied, revoked or suspended by the CAMTC, and the reason therefor, h. All criminal convictions occurring in any state or country, including convictions resulting from any plea of nolo contendere (no contest), within the last ten years, including those dismissed or expunged pursuant to Penal Code Section 1203.4, but excluding infraction traffic violations, and the date and place of each such conviction and reason therefor, Information regarding any pending criminal charges against the applicant, and j. A complete set of fingerprints taken by the police department. The applicant does not need to provide the information contained in subsections (c) through (i) of this section if the applicant is a massage professional and provides a copy of his or her current CAMTC Certificate and a copy of his or her current CAMTC issued identification card; 9. The name and address of the owner and lessor of the premises upon or in which the massage establishment is to be conducted. In the event the applicant is not the legal owner of the premises, the application must be accompanied by a copy of the lease and a notarized acknowledgment from the owner of the premises that a massage establishment will be located on the premises, and that the massage establishment must operate in compliance with the requirements of Chapter 5.22 of the Temecula Municipal Code; 10. Such other identification and information as the Chief of Police may require in order to discover the truth of the matters required to be set forth in the application; 11. A statement in writing and dated by the applicant that he or she certifies under penalty of perjury that all information contained in the application is true and correct; 12. Statements in writing and dated by the applicant and the applicant's designated manager(s) certifying under penalty of perjury that they: 7 a. Have reviewed Chapter 5.22 of the Temecula Municipal Code, b. Understand its contents, C. Understand the duties of a manager, d. Will only employ or retain CAMTC certified massage professionals and failure to comply may result in the revocation of the massage establishment permit, e. Authorize the Chief of Police to investigate the truth of the information contained in the application, except that if the applicant is a CAMTC certified professional, the Chief of Police shall not perform a background check, and f. Will be responsible for the conduct of all massage establishment operators, employees, agents, independent contractors, or other representatives while such persons are on the premises of the massage establishment or providing outcall massage services, and that failure to comply with the provisions of this chapter and any federal, state, or local law, may result in the revocation of the massage establishment permit; 14. If, during the term of a permit, the permit holder has any change in information submitted on the original or renewal application, the permit holder shall notify the police department of such change, within ten business days thereafter, in writing, except that the provisions of Section 5.22.080(B)(23) will govern the notification regarding the hiring or termination of an employee; and 15. A floor plan of the proposed massage establishment showing all interior areas and rooms where massage will be provided, all doors, restrooms, plumbing, and any other physical features required by the Chief of Police. B. The applicant, if a corporation or partnership, shall designate one or more of its officers or partners to act as manager during business hours. If the applicant is an individual, then that individual, or designee thereof shall act as manager. Each person who shall serve as manager shall complete and sign all application forms required of an individual applicant for a massage establishment permit. C. Notwithstanding the fact that an application filed under this section may be a "public record" under Government Code Section 6250, et seq., certain portions of such application contain information vital to the effective administration and enforcement of the licensing and/or permit scheme established herein which is personal, private, confidential, or the disclosure of which could expose the applicant to a risk of harm. Those portions of the application which are not subject to disclosure are: the applicant's residence address and telephone number, the applicant's date of birth and/or age, the applicant's driver's permit and/or social security number, and/or personal financial data. The City Council in adopting the application or permitting system set forth herein has determined in accordance with Government Code Section 6255 that the public interest in disclosure of the information set forth above is outweighed by the public interest in achieving compliance with this chapter by ensuring that the applicant's privacy, confidentially or security interests are protected. The City Clerk shall cause to be redacted from any copy of a completed permit application made available to any member of the public, the information set forth above. 5.22.070 Massage establishment permit issuance and denial. A. Upon receipt of a written application for a permit, the Chief of Police shall conduct an investigation to ascertain whether the applicant satisfies the requirements of this Chapter. The Chief of Police shall, within 30 days of receipt of an application, and on a first -come -first -served - basis, approve, conditionally approve or deny the application. The 30-day period may be extended for up to 30 additional days, if necessary, to complete the investigation. B. If the applicant shows documentation of having a valid CAMTC certificate as a massage professional, the Chief of Police shall not conduct a background check on the applicant pursuant to Government Code Section 51034, but may deny the application if the maximum number of massage establishments under Section 5.22.050 has been met or if the applicant does not meet the requirements set forth in Section 5.22.070(D). C. If the applicant does not show documentation of having a valid CAMTC certificate as a massage professional, the Chief of Police may deny the application if the maximum number of massage establishments under Section 5.22.050 has been met, if the applicant does not meet the requirements set forth in Section 5.22.070(D), or if the Chief of Police makes any of the following findings: 1. The applicant, if an individual, or any of the officers or directors of the corporation, if the applicant is a corporation; or a partner, if the applicant is a partnership, or any person directly engaged or employed in the massage establishment, including a massage professional has, within ten years preceding the date of the application: a. Been convicted of any crime involving conduct which requires registration under any state, federal or territorial law similar to and including Penal Code Section 290, or involving conduct which is a violation of the provisions of any state, federal or territorial law similar to and including Penal Code Sections 266(h), 266(i), 314, 315, 316, 318, 647 (a), (b) or (d), 653.22, 653.23, or; any crime or violation for which the prosecutor accepted a plea to a violation of Penal Code Section 415, 602, or any lesser included or related offense, or any other Penal Code or other criminal violation in satisfaction or in lieu of, or as a substitute for, any of the foregoing crimes or Penal Code violations or for any crime involving dishonesty, fraud, deceit, or moral turpitude. In determining whether any person pled to a lesser included or related offense or any other offense in lieu of any of the foregoing code sections or crimes, pursuant to any provision of this section, the Chief of Police, and any person considering this matter on appeal, may consider the underlying facts resulting in the arrest regardless of the charge for which the applicant was convicted; 9 b. Been convicted of a violation of Health and Safety Code Section 11550 or any offense involving the illegal sale, distribution or possession of a controlled substance specified in Health and Safety Code Sections 11054, 11055, 11056, 11057 or 11058; C. Engaged in conduct in another jurisdiction which, if it had occurred within the City, would constitute grounds for denial or revocation under this Chapter; d. Been subjected to a permanent injunction against the conducting or maintaining of a nuisance pursuant to Penal Code Sections 11225 through 11235 or any similar provisions of law in a jurisdiction outside the state of California; e. Engaged in conduct in any state or country which would constitute an offense as described in subsection (1)(a) or (b) of this section; f. Been convicted of an act involving theft, dishonesty, fraud, deceit or moral turpitude or an act of violence, which act or acts are related to the qualifications, functions or duties of the operator of a massage establishment, or which act or acts occurred in connection with the operation of a massage establishment; g. The applicant is registered under Penal Code Section 290, or any similar law in any state or other jurisdiction; h. The applicant has had a massage establishment permit, or other similar license or permit denied, suspended or revoked for cause by any governmental authority; or i. The applicant has had any massage therapist or massage practitioner permit, license, or certification denied, revoked or suspended by the CAMTC. D. For all applicants, the Chief of Police may deny the application if he or she makes any of the following findings: 1. The applicant or any of the applicant's proposed employees, after a full hearing by administrative proceeding or state court, has aided and abetted any of the offenses listed this section; 2. The applicant has made a false, misleading or fraudulent statement or omission of fact to the City in the permit application; 3. The application does not contain all of the information required by this section; 4. The massage establishment, as proposed by the applicant, does not comply with all applicable laws, including, but not limited to, health, zoning, fire and safety requirements, regulations and standards; 5. The applicant has not satisfied the requirements of this Chapter in the time specified; or 10 6. The location of the proposed massage establishment has within a twelve (12) month period prior to the submittal of the application: a. Been the site of a violation of this Chapter, or any similar criminal or civil ordinance, law, rule, or regulation of the State of California or any other public agency related to the operation of massage establishments; b. Been the site of a massage establishment that was closed due to criminal activity. For purposes of this subsection, closure due to criminal activity includes voluntary closure of a massage establishment after there have been arrests at the location or other notices relating to criminal activity; C. Been the site of a massage establishment where violations have not been addressed in the time specified in the notice of violation or administrative citation; d. Been the site of a massage establishment that has been revoked pursuant to this Chapter; e. Been the site of a massage establishment that has received a notice of revocation or fine issued pursuant to the Temecula Municipal Code, while any appeal of the revocation or fine is pending; or f. Been the site of a massage establishment that has outstanding fines issued pursuant to the Temecula Municipal Code that have not been paid. E. If the application is denied for failure to comply with this Chapter, the applicant, owner and operator of the massage establishment may not reapply for a period of one year from the date the application was denied. F. An appeal of the denial of a massage establishment permit shall be governed by procedures set forth in Section 5.22.140 (C) and (D). 5.22.080 Requirements applicable to the operation of massage establishments. A. Facilities. 1. Structure. a. Massage establishments shall be located in a zoning district which permits such use. When a new massage establishment is proposed to be constructed, a set of plans shall be submitted to the City for approval and shall be accompanied by the appropriate application and plan check fee. b. No massage establishment located in a building or structure with exterior windows fronting a public street, highway, walkway, or parking area, shall, during business hours, block visibility into the interior reception and waiting area through the use of curtains, closed blinds, or any other material that obstructs, blurs or darkens the view into the premises. IN 2. Signs —Display of Permits. Neither signs nor the front of the business shall be illuminated by strobe, flashing lights or string lights. Each operator and/or on -duty manager shall display the massage establishment permit in a conspicuous public place in the lobby of the massage establishment. In addition, each operator and/or on -duty manager shall ensure (a) CAMTC Certificates for each massage professional employed at the establishment (whether on - duty or not) are conspicuously displayed in the lobby area of the massage establishment, and (b) that each massage professional has his or her identification card in his or her possession while providing massage services for compensation. 3. Services List. Each operator shall post and maintain a list of services available and the cost of such services, in a conspicuous public place within the premises. No owner, manager or operator shall permit, and no massage professional shall offer or perform, any service other than those posted, nor shall an operator or a massage professional request or charge a fee for any service other than those on the list of services available and posted in the reception area or provided to the client in advance of any outcall services. 4. Lighting and Ventilation. Each operator shall illuminate each room or area where massage is performed with light equivalent to a minimum of forty -watt incandescent light bulb, and shall provide sufficient ventilation. Such lighting and ventilation shall otherwise comply with the current mechanical and building code of the city. The lighting in each massage room shall be activated at all times while the patron is in such room or area. 5. Bathroom Facilities. A minimum of one toilet and one separate wash basin shall be provided for patrons in each massage establishment. Each wash basin shall be equipped with soap or detergent and hot running water at all times and shall be located in close proximity to the area devoted to the performing of massage services. A permanently installed soap dispenser, filled with soap, and a single service towel dispenser or hand air dryer shall be provided at the restroom hand wash sink. Bar soap shall not be used. A trash receptacle shall be provided in each toilet room. Showers may be provided at the operator's option. 6. Separate Rooms. If male and female patrons are to be treated simultaneously at the same massage establishment, separate massage rooms shall be provided for male and female patrons provided, however, that massage establishments having separate massage rooms for male and female patrons may provide "couples massage" in a single room, subject to the requirements of this subsection. Couples massage, i.e., concurrent massage of two persons, is permitted within one room provided all other requirements of this Chapter are satisfied including, but not limited to, provision of a separate massage table and massage professional for each customer. Any room to be used for couples massage shall be sufficiently sized so as to comply with any and all applicable building and fire codes and to permit free passage and movement of the massage professionals. 7. Maintenance. All facilities of the massage establishment must be in good repair and shall be thoroughly cleaned and sanitized each day the business is in operation. All walls, floors and ceilings of each restroom and shower area, if any, shall be made of washable mold -resistant surfaces. 12 8. Massage Table. A massage table shall be provided in each massage room and the massage shall be performed on this massage table. The tables shall have a minimum height of twenty-eight inches. Two-inch thick foam pads with maximum width of four feet may be used on a massage table and must be covered with durable, washable plastic or other waterproof material. Beds, floor mattresses and waterbeds are not permitted on the premises. B. Operations. 1. Equipment. Each operator and/or on duty manager shall provide and maintain on the premises adequate equipment for disinfecting and sterilizing instruments used in massage. 2. Inspections. A massage establishment may be inspected at least twice a year for the purpose of determining that the provisions of this Chapter are met. Such inspections may be made by the police department, persons employed by the City whose job descriptions require the person to enforce the provisions of this code, including but not limited to, code enforcement officers, and such other enforcement officials as described in Section 1.16.020 and 1.21.020 of the Temecula Municipal Code or its successor sections. 3. Linens and Towels. Common use of towels or linen shall not be permitted. Towels and linen shall be laundered or changed promptly after each use. Separate cabinets or containers shall be provided for the storage of clean and soiled linen and towels, and such cabinets or containers shall be plainly marked: "clean linen" and "soiled linen." 4. Sterilizing Equipment. Each massage establishment and/or massage professional shall provide and maintain at the location where the massage is performed adequate equipment for disinfecting and sterilizing instruments used in massage. Instruments utilized in performing massage shall not be used on more than one (1) client unless they have been sterilized, using approved sterilization methods. 5. Living Prohibited. No person or persons shall be allowed to live inside the massage establishment at any time. Beds, mattresses, waterbeds, futons, sofa beds, or any type of portable or convertible beds are not permitted on the premises. 6. Food Preparation. No food of any kind shall be cooked or prepared in a massage establishment. No food of any kind shall be for sale or sold in the establishment. 7. Alcoholic Beverages/Drugs—Prohibited Materials. No person shall enter, be in or remain in any part of a massage establishment while in possession of, consuming, using or under the influence of any alcoholic beverage, recreational drugs or controlled substance. The operator and on -duty manager shall be responsible to ensure that no such person shall enter or remain upon the massage establishment. Service of alcoholic beverages or recreational drugs shall not be allowed. 8. Contraceptive and sexual devices. No contraceptive devices; i.e., condoms or other prophylactics, or sexual devices, the primary purpose of which is for sexual stimulation, shall be sold, utilized, or allowed on the premises or possessed by any employee while on the premises. 13 9. Recordings. No electrical, mechanical or artificial device shall be used by the operator or any employee of the massage establishment for audio and/or video recording or for monitoring the performance of a massage or the conversation or other sounds in the massage rooms without the written consent of the patron. 10. Roster of Employees. The operator and/or manager of the massage establishment shall maintain a roster of all employees, including operators, managers and massage professionals, showing each name, nick -name and alias, home address, age, birth date, gender, height, weight, color of hair and eyes, phone number, Social Security Number, CAMTC certificate number, date of employment, and duties of each employee. The foregoing roster and all information therein shall be maintained on the premises for a period of two years following the termination of each employee. Upon consent or upon obtaining an applicable warrant, the operator or manager on duty shall make the roster immediately available for inspection during all hours the massage establishment is open for business. Information in the roster shall be available for inspection only to City or police department representatives while performing official duties. It is unlawful for a massage establishment to employ or retain any person to provide massage for compensation, or to allow any person to provide massage for compensation on the premises of a massage establishment, unless that person is listed as a massage professional on the massage permit issued pursuant to this Chapter. 11. Coverings. The massage professional shall provide to each patron clean, sanitary and opaque coverings capable of covering areas of the patron identified as prohibited massage areas including the genital area, anus and female breast(s). Re -use of such coverings is prohibited unless adequately cleaned and sanitized. 12. Records. Every person operating a massage establishment shall keep a record of the dates and hours of each treatment or service provided, the name and address of the patron, the name of massage professional administering such service and a description of the treatment or service rendered. 13. Hours of Operation. The owner must advise the city, in writing, at the time of application for a permit of the business hours, and any change in hours occurring thereafter. No person shall operate a massage establishment or administer a massage in any massage establishment or at an outcall location booked by that massage establishment between the hours of 9:00 p.m. and 7:00 a.m. All massages must terminate by 9:00 p.m., regardless of the start time. All customers, patrons and visitors shall be excluded from the massage establishment during these hours and be advised of these hours. The hours of operation must be displayed in a conspicuous public place in the lobby within the massage establishment and in the front window clearly visible from the outside. It is the obligation and responsibility of the massage establishment to inform clients of the requirement that any massage service must cease by 9:00 p.m. 14. Advertising. No permitted massage establishment shall place, publish or distribute, or cause to be placed, published or distributed, in any publication or any website, any advertising that depicts any portion of the human body that would reasonably suggest to prospective patrons that any service is available other than those services authorized by the Massage Therapy Act and pursuant to this Chapter. No massage establishment shall employ language in the text of such advertising that would reasonably suggest to a prospective patron that 14 any service is available other than those services authorized by this Chapter. The massage establishment shall ensure that it and all certified massage professionals comply with Business and Professions Code Sections 4608, 4609 and 4611, by requiring the massage professionals to include the name under which he or she is certified and his or her certificate number in any and all advertising of massage for compensation; to not engage in sexually suggestive advertising related to massage services; to not hold him or herself out as a certified massage professional, or use terms such as "licensed" or "certified," that implies that an uncertified person is certified as a massage professional; to not falsely state or advertise or put out any sign or card, or to falsely represent to the public, that any individual is licensed, certified, or registered as a massage professional if that individual is not so certified by the CAMTC. 15. Insurance. No operator or manager shall engage in, conduct or carry on the business of a massage establishment unless there is on file with the police department, in full force and effect at all times, documents issued by an insurance company authorized to do business in the state of California evidencing that the permit holder is insured under a liability insurance policy providing minimum coverage of one million dollars for personal injury or death to one person arising out of the operation of the massage establishment and/or the administration of any massage. Evidence of the required insurance shall be provided to the Chief of Police at the time an initial application, or renewal application, is filed. 16. Compliance with the Americans with Disabilities Act and related laws. All massage establishments must comply with all state and federal laws and regulations providing for access to and receipt of services by disabled persons. 17. Doors. All front, reception, hallway or front exterior doors (except back or exterior doors used solely for employee entrance to and exit from the massage establishment) shall be unlocked during business hours, except as may be permitted by applicable law (such as the Temecula Fire Code) which allow for safety doors that may be opened from the inside when locked. No massage may be performed within any cubicle, room, booth or any other area within a massage establishment that is fitted with a lock of any kind (such as a locking door knob, padlock, dead bolt, sliding bar or similar device), unless the door is an exterior door. No entry doors to any room shall be obstructed by any means. The requirement that an exterior door must remain unlocked at all times does not apply to any massage establishment owned by one individual with one or no employees or independent contractors. 18. Access. No person shall be permitted to be within a massage establishment except within the lobby or reception area, or area where a customer is receiving massage services, during hours of operation, unless that person has been disclosed to the City as required under this Chapter, including Section 5.22.060(A)(5). 19. Discrimination. No massage establishment may discriminate or exclude patrons on the basis of their race, sex, religion, age, disability or any other classification protected under federal or state laws, rules or regulations. 20. Prohibited Massage Areas. No massage professional or any person employed by the massage establishment, including independent contractors, may engage in acts that a reasonable person in the client's perspective, would be understood as an offer to perform or 15 engage in with a client, acts that are sexual in nature, nor shall any massage professional or any person employed by the massage establishment, massage the genitals or anal area of any patron, nor shall any operator or manager allow or permit such massage. An operator must comply with Business and Professions Code Section 4609(a) relating to sexual acts, including not allowing massage professionals to engage in any form of sexual activity on the premises of the massage establishment, or to engage in sexual activity while providing massage for compensation. A massage professional may only provide massage of female breasts with written consent of the person receiving the massage and a referral from a licensed California health care provider. This section is not intended to prohibit any massage technique recognized by CAMTC as legitimate, or to impose any specific restriction or professional practice beyond those set forth in Business and Professions Code Section 4609(a). No operator, manager or employee while performing any task or service associated with the massage business, shall be present in any room with another person unless the person's genitals, gluteal crease, anus and, in the case of a female, her breasts, are fully covered. 21. Clothing. A massage professional may not wear attire that is transparent, see -through, or substantially exposes the massage professional's undergarments or that exposes his or her breasts, buttocks or genitals, or that in any way willfully and lewdly exposes his or her private parts in any place that is in public or where there are other people present who may be offended or annoyed by such action. Swim attire may not be worn unless the massage professional is providing a water -based massage modality approved by the CAMTC. A massage professional shall not wear any clothing that is deemed by the CAMTC to constitute unprofessional attire. All employees of the massage establishment that are not massage professionals shall also adhere to these clothing requirements. 22. Responsibility for Conduct of Massage Establishment. The operator and on duty manager shall be jointly responsible for the conduct of all employees while the employees are on the premises of the massage establishment. Any act or omission of an employee constituting a violation of any provision of this Chapter shall be deemed to be an act or omission of the operator and on duty manager for purposes of determining whether the massage establishment permit should be revoked, or an application for such permit or renewal thereof, denied. 23. Licensed Massage Professional. No operator or manager shall employ any person as a massage professional who does not hold a CAMTC Certificate. Every operator or manager shall report to the Chief of Police any change of employees, whether by new or renewed employment, discharge or termination, on the form and in the manner required by the Chief of Police. The report shall contain the name of the employee and the date of hire or termination. The report shall be made within 10 business days of the date of hire or termination. The operator and manager must notify the Chief of Police immediately upon the massage establishment's notice of any disciplinary action taken by the CAMTC regarding one of the establishment's massage professionals and submit a copy of the notice or order. This provision requires reporting to the Chief of Police, even if the operator or manager believes that the Chief of Police has or will receive the information from another source. 24. School of massage. No massage establishment shall operate as a school of massage, or use the same facilities as that of a school of massage. 16 25. Operation of a massage establishment without a qualified manager being present at all times that the massage establishment is open for business is prohibited. 26. Compliance With all Laws. Each operator and on -duty manager shall at all times comply with all provisions of this Chapter and all other applicable provisions of the Temecula Municipal Code, all conditions of any required zoning approvals, conditions imposed by the Chief of Police, and all state and federal laws, statutes and regulations, and shall provide proof of compliance upon request by the police department. 5.22.090 Requirements applicable to the operation of outcall services. A. Outcall Massage. No person shall provide outcall massage in the City unless all of the following requirements are met: 1. The appointment for the outcall massage was made by a massage establishment in good standing under this Chapter and the massage professional is employed by the same massage establishment. 2. The massage professional must possess a valid unrevoked CAMTC Certificate, and wear his or her massage CAMTC photo identification card on his or her clothing in an openly visible manner during all working hours. 3. There is in the possession of the outcall massage professional a description of those services the outcall massage professional provides and the cost of such services. No service shall be included in the list unless it both fits within the definition of massage, seated massage, or reflexology in Section 5.22.120 and complies with all other requirements of this Chapter. The list shall be in English. No person shall perform, or offer to perform, any service(s) other than those listed. 4. The outcall massage professional shall at all times be equipped with a sufficient supply of clean sanitary towels, coverings and linens such that towels and linens are not to be used on more than one patron unless they have first been laundered and disinfected. Disposable towels and coverings shall be permitted, but shall not be used on more than one patron. 5. Instruments used in performing massage shall not be used on more than one patron unless they have been sterilized using approved sterilizing methods. Adequate equipment for sterilizing instruments used in performing the acts of massage shall be provided. 6. No massage professional shall at any time during which they are on the premises of the person being provided the outcall massage, wear attire that is transparent, see - through, or substantially exposes the massage professional's undergarments or exposes his or her breasts, buttocks or genitals. 7. No massage professional performing outcall massage shall place, publish or distribute or cause to be placed, published or distributed any advertising matter that would reasonably suggest to prospective patrons that any service is available unless such service is listed on their list of services required under Section 5.22.080(A)(3). 17 8. A massage shall not be given unless the patron's genitals are fully covered and, in addition, a female patron's breasts are fully covered. 9. Pads used on massage tables shall be covered with a durable washable plastic or other waterproof material. 10. No electrical, mechanical or artificial device shall be used by the massage professional for audio and/or video recording or for monitoring the performance of a massage or the conversation or other sounds in the massage rooms without the knowledge and consent of the patron. 11. All massage professionals authorized to perform outcall massage services hereunder shall keep a separate written record at the certified massage profession's principal place of business of all outcall massage services performed. The record shall include, but is not limited to, the dates and hours of each treatment or service, the full name and complete address of the patron, the name of the massage professionals administering such service and a description of the treatment or service rendered. These records shall be prepared prior to administering any outcall massage or treatment and shall be retained for a period of 24 months after such treatment or service. Upon consent or upon obtaining an applicable warrant, the police department may inspect the records to ensure compliance with this section. The information furnished or secured as a result of any such records shall be used only to ensure and enforce compliance with this Chapter, or any other applicable State or federal laws, and shall remain confidential. Any unauthorized disclosure or use of such information by any officer or employee of the City shall constitute a misdemeanor. 5.22.100 Transfers and changes of business. No massage establishment permit may be sold, transferred or assigned by a permit holder, or by operation of law, to any other person or persons. Any such sale, transfer or assignment, or attempted sale, transfer or assignment, shall be deemed to constitute a voluntary surrender of such permit and such permit shall thereafter be null and void; provided and excepting, however, that if the permit holder is a partnership and one or more of the partners should die, one or more of the surviving partners may acquire, by purchase or otherwise, the interest of the deceased partner or partners without effecting a surrender or termination of such permit, and in such case, the permit, upon notification to the Chief of Police, shall be placed in the name of the surviving partners. 5.22.110 Fees. The City Council shall establish by resolution, and from time to time may amend, the fees for the administration of this Chapter. Fees required by this Chapter shall be in addition to any required under any other chapter of this code and shall comply with the Massage Therapy Act. 5.22.4 20 Exemptions. A. This Chapter shall not apply to the following individuals or businesses while engaged in the performance of the duties of their respective professions: 18 1. Persons holding a valid certificate to practice the healing arts under the laws of the State of California, including, but not limited to, holders of medical degrees, such as physicians, surgeons, chiropractors, osteopaths, and persons working under their direct supervision who are working at the same location as the licensed person, provided such professionals are performing massage, as defined in this Chapter, at a licensed business as part of, and to the extent permitted by, their respective professions; 2. Barbers and cosmetologists, licensed by the state of California, and persons licensed by the state of California to provide skin care (estheticians) or nail care (manicurists), as defined and to the extent provided in Business and Professions Code Section 7316, or any successor provision thereto, as follows: a. Barbers may massage the face and scalp, b. Cosmetologists may massage the scalp, face, neck, arms, hands, feet, legs below the calf, and the body extending from the clavicles upward, C. Estheticians may massage the face, neck, anus and the body extending from the clavicles upward, d. Manicurists may massage the hands, feet, and legs below the calf, e. State licensed barbers, cosmetologists, estheticians and manicurists are subject to the exemption provided by this subsection only while providing other barbering, cosmetology, skin care or nail care services in a facility licensed by the City of Temecula to provide such services. The provisions of this subsection apply to apprentices of any of the foregoing who are licensed by the state of California, but only while performing barbering, cosmetology, skin care or nail care services under the direct supervision of a barber, cosmetologist, esthetician or manicurist who is subject to the exemption provided by this subsection; 3. Hospitals, nursing homes, sanitariums, or other health care facilities duly licensed by the state of California; 4. Fully accredited high schools, junior colleges, and colleges or universities whose athletic coaches and trainers are acting within the scope of their employment; 5. Trainers of amateur, semiprofessional or professional athletes or athletic teams; 6. Massage conducted in the course of education at any recognized school of massage, as defined herein; 7. "Chair massage," i.e., massage of the body from the waist up, to a person seated in a chair, provided the customer and massage therapist are fully clothed and the massage is not performed on any prohibited areas as identified in Section 5.22.080(B)(20), and the massage is performed in an area that is within public view; 19 8. "Reflexology" defined as the application of pressure to areas on the feet, hands, and ears with specific thumb, finger, and hand techniques without the use of oil or lotion, while the customer and massage therapist are fully clothed; 9. Persons and businesses exempt from the permitting requirements of this Chapter, pursuant to any state or federal law that expressly preempts the permit requirements set forth in this Chapter, but only to the extent of such preemption. Any business or person claiming to be exempt pursuant to this subsection shall have the burden of establishing the applicability of such exemption. B. The provisions of this Chapter shall not apply to massage services provided by the City or by any City -authorized person, group, entity, business or organization as part of an official City program or function approved in writing by the City Manager. 5.22.430 Duration and renewal of permits. A. Permits for massage establishments may be renewed on the first business day in February 2020, and on a year-to-year basis thereafter on the first business day in February, provided the permit holder continues to meet the requirements of this Chapter. "Business day" as used in this subsection shall mean the days that Temecula City Hall is open for business. B. No permit granted herein shall confer any vested right to any person for more than the permit period. C. Applications for a permit renewal shall be filed with the Chief of Police at least sixty days prior to expiration of the existing permit, otherwise the permit will lapse. At the discretion of the Chief of Police, a conditional permit pending satisfactory completion of the renewal application process may be issued to renewal applicants who have no permit revocation proceedings pending at the time of filing of the renewal application. D. Renewal applications shall set forth such information as may be required by the Chief of Police to update and verify the information contained in the original permit application. The applicant shall pay an application fee when applying for renewal. E. If an application for renewal of permit and all required information is not timely received and the permit expires, no right or privilege to provide massage shall exist. 5.22.140 Revocation, permit denial and appeal. A. Violation and Noncompliance. The Chief of Police may refuse to issue a permit, renew a permit, or may revoke an existing permit, on the grounds that the applicant or permit holder has failed to comply with the permit conditions or other requirements of this Chapter, or any requirement of State law. In any such case, the applicant or permit holder shall have the right to appeal in the time and manner set forth in this section. B. Revocation and Denial of Renewal of Massage Establishment Permit. 20 1) The Chief of Police may revoke or refuse to renew a massage establishment permit if he or she finds that: a. the massage establishment is employing a massage therapist that does not hold a valid CAMTC license; b. any massage professional, manager, operator, or employee of the massage establishment has been convicted of any crimes set forth in Section 5.22.070(C)(1); C. the massage establishment, owner, or manager, has been issued an administrative citation for violating Section 5.22.080(B)(5), (7), (8), (20), or (21) in the past 12 months from the date of the permit application; d. alcoholic beverage or recreational drugs are found on -site; e. the massage establishment has violated any provision of Business and Professions Code Section 4600 et seq.; or f. the Chief of Police determines that the massage establishment's operations constitute an immediate threat to the public health and safety. 2) The Chief of Police may revoke or refuse to renew a massage establishment permit if he or she finds any three violations of this Chapter within a twelve month period. For purposes of this section, if an administrative citation is contested, and is held to be invalid or rescinded by an independent hearing officer appointed pursuant to this Chapter, or by any court of law, the violations identified in the administrative citation shall not form the basis for revoking or refusing to renew a massage establishment permit. If any administrative citation is contested, and is upheld by an independent hearing officer appointed pursuant to this Chapter, or by any court of law, that administrative citation can form the basis for the revocation or refusal to renew a massage establishment permit. C. Notice. When the Chief of Police concludes that grounds for denial of a new permit or permit renewal, or permit revocation exist, the Chief of Police shall serve the applicant or permit holder, either personally or by certified mail, addressed to the business or residence address of applicant or permit holder, with a notice of denial of permit, or notice of intent to revoke or deny renewal. This notice shall state the reasons for the decision, the effective date of the decision, the right of the applicant or permit holder to appeal the decision to a hearing officer, and that the decision will be final if no written appeal is filed within the time permitted. D. Appeal. 1. The right to file a written appeal of a revocation or denial of new permit or renewal of a permit shall terminate upon the expiration of fifteen days of the date of mailing by the Chief of Police of the notice specified in Subsection C of this section. The written appeal shall be filed with the City Clerk of the City of Temecula and shall be accompanied by an appeal fee in 21 an amount as set by City Council resolution, and the City Clerk shall promptly forward a copy of the appeal to the Chief of Police. 2. In the event an appeal is timely filed, the denial of the permit, or renewal or revocation of the permit, shall not be effective until a final decision has been made on the appeal. Notwithstanding the foregoing, if the Chief of Police finds and determines that permitting a massage establishment to continue to operate, pending the appeal hearing, would present an unreasonable and immediate risk to the public health and safety, the denial of renewal or revocation may take effect immediately. If no timely appeal is filed, the denial of renewal or revocation shall become effective upon expiration of the period for filing appeals. 3. Upon receipt of a timely appeal, the City Clerk shall refer the appeal to the California Office of Administrative Hearings for the assignment of an Administrative Law Judge to serve as the hearing officer. 4. In the event the Office of Administrative Hearings is unable to provide a hearing officers, the City Clerk shall make arrangements for the selection of a hearing officer to conduct the appeal hearing as provided in this subsection. a) Not less than fifteen days prior to the appeal hearing, the City Clerk shall notify the Chief of Police and the appellant of the names of three qualified attorneys or retired Superior Court or Appellate Court judges submitted to the City Clerk by a reputable firm providing mediators and arbitrators to serve as a panel from which the hearing officer will be selected. b) Within five days of the date of mailing the notice of the available panel, the Chief of Police and the appellant may notify the City Clerk in writing that he or she elects to remove one of the three potential hearing officers. c) The City Clerk shall then request the mediation and arbitration firm to select one of the remaining names on the list as the designated hearing officer for the appeal hearing. d) The hearing officer shall be fair and impartial and shall have no bias for or against the Chief of Police or the appellant. 5. At the appeal hearing, the hearing officer shall receive oral and written evidence from the Chief of Police and the appellant. The hearing officer shall have authority to administer oaths to those persons who will provide oral testimony. The evidence presented need not comply with the strict rules of evidence set forth in the California Evidence Code, but shall be the type of evidence upon which reasonable and prudent people rely upon in the conduct of serious affairs. The hearing officer shall have broad authority to control the proceedings and to provide for cross examination of witness in a fair and impartial manner. The Chief of Police shall have the burden of proof to establish by clear and convincing evidence the facts upon which his or her decision is based. The appeal hearing shall be recorded by audio recording. Any party may, at its sole cost and expense, utilize the services of a certified court reporter to prepare the verbatim record of the hearing. If a court reporter is used, the transcript prepared shall be made available 22 for purchase to both parties. The hearing officer may continue the appeal hearing from time to time, but only upon written motion of a party showing good cause for the continuance. 6. The hearing officer may uphold, modify or reverse the decision of the Chief of Police. Within ten days of the conclusion of the appeal hearing, the hearing officer shall render his or her decision and make written findings supporting the decision. He or she shall send the decision to the City Clerk. Upon receipt of the hearing officer's decision, the City Clerk shall send a copy of it to the Chief of Police and the appellant, along with a proof of mailing. 7. Within ten days from date of the City Clerk's mailing of the decision, either party may appeal the decision to the City Manager. The appeal shall be in writing and filed with the City Clerk, and shall state the grounds of the appeal and specify the errors in the hearing officer's decision. Upon receipt of the appeal, the City Clerk shall schedule the appeal for review by the City Manager to occur within thirty days. 8. The City Manager's review of the appeal shall be limited to determining whether the evidence received at the appeal hearing supports the findings and decision of the hearing officer. The City Manager shall be limited to considering the evidence presented at the appeal hearing. No public hearing shall be required and no new evidence shall be taken by the City Manager. The City Manager's decision on the appeal shall be set forth in a written opinion. The City Clerk shall mail a copy of the City Manager's opinion to the Chief of Police and the appellant along with a proof of service. Any legal action challenging the City Manager's decision shall be filed within ninety days of the date of the proof of service of mailing of the City Manager's opinion, pursuant to Section 1094.5, et seq., of the California Code of Civil Procedure. The City Manager's decision shall be final and effective upon mailing of the opinion. If the appellant prevails following a final decision, the appeal fee shall be returned. 5.22.150 Violation and penalty. A. Violation of any provision of this Chapter is a misdemeanor and is subject to enforcement pursuant to the provisions of Chapters 1.16 and 1.20 of Title 1 of this Code. Violations are also subject to administrative citations pursuant to Chapter 1.21 of Title 1 of this code. The provisions of this Chapter may be enforced by members of the Riverside County Sheriff's Department, persons employed by the City whose job descriptions require the person to enforce the provisions of this code, including but not limited to, code enforcement officers, and such other enforcement officials as described in Section 1.16.020 and 1.21.020 of this code or its successor sections. B. Any massage establishment operated, conducted or maintained contrary to the provisions of this Chapter shall be, and the same is declared to be, unlawful and a public nuisance, and the City may, in addition to, or in lieu of, prosecuting a criminal or administrative action hereunder, commence an action or actions, proceeding or proceedings for the abatement, removal and enjoinment thereof, in the manner provided by law, and shall take such other steps and shall apply to such court or courts as may have jurisdiction to grant such relief as will abate or remove such massage establishment businesses and restrain and enjoin any person from operating, conducting or maintaining a massage establishment or contrary to the provisions of this Chapter. 23 C. If a massage business is operating without a massage establishment permit, or a massage establishment has had its massage establishment permit revoked, staff shall send a certified letter to the property owner notifying him or her that the massage establishment is not permitted to operate in the City. The certified letter shall inform the property owner that the operation of the massage establishment on the property, without a valid massage establishment permit, is a public nuisance, and that the City may seek to prosecute the property owner criminally or civilly if the property owner does not, within sixty days of mailing such notice, take steps to ensure that the tenant does not continue to operate a massage establishment on the property. In any legal proceeding filed by the City against the property owner, the City may seek an order preventing the property owner from leasing the property to any person who does not hold a valid massage establishment permit. 5.22.4 60 Application to existing businesses. A. All requirements set forth in this Chapter are deemed to be necessary for the protection of the public health, safety, and welfare and shall be applicable to and govern all existing and proposed massage establishments immediately upon the date the ordinance is codified in this Chapter, and shall become effective." Section 2. CEQA. The City Council hereby finds that this ordinance is exempt from the California Environmental Quality Act (CEQA) as there is no possibility the proposed ordinance would have a significant impact on the environment pursuant to State CEQA Guideline Section 15061(b)(3). More specifically, the proposed ordinance amends the City's massage ordinance so that it is consistent with State law requirements, and regulates the operation of massage establishments. The ordinance does not alter the allowed uses in the City. A Notice of Exemption has been prepared and will be filed in accordance with CEQA and the State CEQA Guidelines. Section 3. Severability. If any provision, clause, sentence or paragraph of this Ordinance or the application thereof to any person or circumstances shall be held invalid, such invalidity shall not affect the other provisions of this Ordinance which can be given effect without the invalid provision or application, and to this end, the provisions of this Ordinance are hereby declared to be severable. Section 4. Certification. The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted in the manner required by law. Section 5. Effective Date. This Ordinance shall take effect thirty (30) days after passage. 24 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this day of , 2019. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 19- was duly introduced and placed upon its first reading at a meeting of the City Council of the City of Temecula on the 25th day of July, 2019, and that thereafter, said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof held on the day of , 2019, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 25 RESOLUTION NO.19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE SCHEDULE OF ADMINISTRATIVE CITATION FINES PURSUANT TO TEMECULA MUNICIPAL CODE SECTION 1.21.060 FOR VIOLATIONS OF CHAPTER 5.22 PERTAINING TO MASSAGE ESTABLISHMENTS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula does hereby find, determine and declare as follows: (a) Chapter 1.21 of the Temecula Municipal Code provides for the assessment of administrative penalties for violations of Temecula Municipal Code. (b) Section 1.21.060 of the Temecula Municipal Code provides for the establishment of fines to be imposed for violations subject to Chapter 1.21. Section 1.21.060 provides: "The fine imposed pursuant to this chapter for a particular violation shall be in the amount set forth in the administrative citation schedule established by resolution of the city council. The administrative citation schedule shall specify the amount of any late payment charges imposed for failure to timely pay the fine." (c) On February 10, 1998, the City Council adopted Resolution No. 98-14 establishing an administration citation schedule for the purpose of setting forth administrative citation fines amounts. (d) The City Council desires to establish fines at higher amounts than those set forth in Resolution No. 98-14 for the following violations pertaining to massage establishments: 1. Temecula Municipal Code Section 5.22.040(A) regarding the requirement that all massage establishments must have a valid massage establishment permit to operate in the City. 2. Temecula Municipal Code Section 5.22.080 regarding the requirements applicable to the operation of massage establishments. Section 2. Schedule of Administrative Citation Fines. The fines to be assessed for violations of Temecula Municipal Code Sections 5.22.040(A) and 5.22.080, shall be those described on the "Schedule of Administrative Citation Fines for Violations of the Massage Establishment Ordinance" attached hereto as Exhibit "A" and incorporated herein as though set forth in full. Section 3. Effective Date; Supersedes Conflicting Resolutions. The fines set forth in the Resolution shall be applied to violations of Section 5.22.040(A) pertaining to the requirement that all massage establishments hold a valid massage establishment permit, and to violations of Section 5.22.080 pertaining to the requirements applicable to the operation of massage establishments that occur on or after the date of adoption of this Resolution. All parts of resolutions not consistent with or in conflict with this Resolution are hereby superseded by this Resolution, including Resolution No. 98-14. Section 4. Severability. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Resolution, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this Resolution, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases or portions thereof be declared invalid or unconstitutional. Section 5. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 25th day of June, 2019. ATTEST: Randi Johl, City Clerk [SEAL] Michael S. Naggar, Mayor 2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 19- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 25t' day of June, 2019, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk EXHIBIT "A" SCHEDULE OF ADMINISTRATIVE CITATION FINES FOR VIOLATIONS OF THE MASSAGE ESTABLISHMENT ORDINANCE 1. The fines for violations of Section 5.22.040(A) pertaining to the requirement that all massage establishments hold a valid massage establishment permit, and for violations of Section 5.22.080 pertaining to the requirements applicable to the operation of massage establishments, for which administrative citations are issued pursuant to Chapter 1.21 of the Temecula Municipal Code, shall be one thousand dollars ($1,000) for every offense. 2. In the event a person fails to pay an administrative citation fine within the time required by Chapter 1.21, there is imposed an initial charge of twenty-five dollars ($25.00) for administrative costs and then a late payment charge of one percent (1 %) per month for each month the fine is over -due. Item No. 18 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Community Development Director DATE: June 25, 2019 SUBJECT: Approve the Disposition and Development Agreement for Vine Creek Apartments Affordable Housing Development Between the City of Temecula, as Housing Successor to the Former Temecula Redevelopment Agency, and Temecula Pacific Associates, Located Approximately 130 Feet North of the Main Street and Pujol Street Intersection, on the East Side ofPujol Street (APNs 922-053-021, 922-053-048, 922-053-047) (At the Request of Mayor Naggar and Council Member Rahn) PREPARED BY: Lynn Kelly -Lehner, Principal Management Analyst RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR (AND, WITH RESPECT TO A DENSITY BONUS AGREEMENT AND CITY FEE AND PERMANENT LOANS, ALSO IN ITS CAPACITY AS THE CITY) APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT THAT INCLUDES SUCH DENSITY BONUS AGREEMENT AND SUCH CITY LOANS, WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT, AND THE TAKING OF RELATED ACTIONS, AND FIND THAT A MITIGATED NEGATIVE DECLARATION HAS BEEN APPROVED FOR THE PROJECT AND NO FURTHER CEQA REVIEW IS REQUIRED PROJECT DESCRIPTION: Vine Creek Apartments (Project) is a three-story, 100% affordable, multi -family project, totaling sixty units, with fifteen units available for special needs occupants (twelve units for autism and three units for sensory). The Project is located on three parcels, approximately 130 feet north of the intersection of Main Street and Pujol Street, on the east side of Pujol Street. Two of the parcels are owned by the City, as Housing Successor to the Redevelopment Agency. BACKGROUND: In 2015, the City as Housing Successor to the Former Redevelopment Agency obtained clearance from the Department of Finance to spend the remaining 2010 and 2011 affordable housing tax allocation bond proceeds for their originally intended purpose — for the creation of affordable housing. As a result, the Supportive Housing/Services Ad Hoc Subcommittee, then consisting of Council Members Naggar and Washington, directed staff to create a Request for Proposals (RFP) to solicit proposals from interested developers for the construction of affordable housing developments. In February 2016, with input from the Subcommittee (then consisting of Council Members McCracken and Naggar), staff issued an RFP to solicit development proposals that address one or more of the following housing needs: seniors, veterans, special needs, transitional, or supportive. In response to the RFP, the City received twenty proposals from thirteen developers on eight different sites. On February 28, 2017, staff presented all twenty proposals to the Supportive Housing/Services Ad Hoc Subcommittee, now consisting of Council Member Rahn and Mayor Naggar. The Subcommittee considered many facets of each project including the number of units, cash assistance, City land donation request, target population, service provider, and program description. The Subcommittee recommended that staff present the entire City Council with all of the proposals. On April 11, 2017, City Council recommended that eight proposals move forward to the next round of analysis. On September 12, 2017, the Supportive Services/Housing Subcommittee selected five development teams to interview with the Subcommittee and staff. On January 16, 2018, the Subcommittee made the final decision, and selected two projects to move forward with, one of which is Vine Creek Apartments (Project). Due to the timing of the 9% Low Income Housing Tax Credits (LIHTC) applications, Temecula Pacific Associates (then Pacific West Communities), requested to enter into a Land Use Entitlement Processing Agreement with the City, allowing them to move forward with the entitlement process. This agreement allowed Temecula Pacific Associates (Developer) to simultaneously pursue critical financing for the Project. The Project was approved by Planning Commission on February 20, 2019. Disposition and Development Agreement The proposed Project is located on three parcels, two of which are currently owned by the City (Property). To facilitate the development of the Project, the Developer and the City proposes to enter into a Disposition and Development Agreement (DDA) to establish the terms and conditions surrounding the development of the Project. Affordability The Project consists of fifty-nine affordable units that will be affordable to extremely low, very low, and low-income households, plus one manager's unit. Because of the City's financial assistance, the Project must comply with the obligations of SB 341, which stipulates that the City, as Housing Successor to the Redevelopment Agency, must target its expenditures of affordable housing funds as follows: • At least 30% of the funds must be spent for the development of housing for extremely low income households earning 30% or less of the area median income (AMI) • No more than 20% of the funds may be spent for the development of housing affordable for households earning between 60% and 80% of the AMI • The balance of the funds may be spent for the development of housing affordable for households earning 60% or less of the AMI As previously mentioned, the Developer plans to apply to the State of California for 9% Low Income Housing Tax Credits (LIHTC). Fifty-nine of the units will be restricted per LIHTC requirements. The Developer has proposed an affordability mix competitive for an LIHTC application, as demonstrated in the following chart: Area Median Income TCAC CRL Total Extremely Low (30% AMI) 15 units 3 units 18 units Very Low (50% AMI) 7 units 5 units 12 units Low Income (60% AMI) 27 units 2 units 29 units Total Restricted Units 49 units 10 units 59 units Per the DDA, ten of those units will be further restricted per California Redevelopment Law (CRL) and the Developer will be required to comply with CRL requirements when determining household income and affordable rent calculations. The term of affordability is fifty-five years for all units. Density Bonus Agreement Because all units within the Project are affordable, the Project qualifies for a Density Bonus concession via Government Code § 65915(p)(1) (Density Bonuses and Other Incentives). The Developer requested a reduction in parking. Per the Code, the maximum parking ratio the City can impose on a project depends on the type of housing that is proposed. The City cannot require more than 113 parking spaces for the Project based on the density bonus criteria. Temecula Municipal Code Section 17.03.060 authorizes Minor Exceptions to the provisions of the Development Code for reducing parking requirements by less than 15% of the Code requirements. On February 20, 2019, the Planning Commission approved a Minor Exception to reduce the parking requirement by 9.7%. This concession is reflected in the DDA and Regulatory Agreement related to a Density Bonus Housing Agreement. The Project provides 102 parking spaces. City Financial Contribution The financing of Vine Creek Apartments will involve the following: • Temecula Pacific Associates: $2,150,000 (Supportable Permanent Loan) • City of Temecula as Housing Successor to the Redevelopment Agency: $2,710,000 • California Tax Credit Allocation Committee: $16,514,000 As recommended by the City Council on February 12, 2019 in Closed Session, the DDA proposes that the City contribute a total of $2,710,000 toward the Project, in the form of three residual receipt loans as follows: Description Amount Deferred Fee Loan $698,281 Permanent Loan $1,301,719 Purchase Money Loan $710,000 Total City Loans $2,710,000 The Deferred Fee Loan of $698,281 consists of deferred Development Impact Fees (DIF), Quimby fees, permit fees, Public Works fees, and Fire fees for the Project, locked in at 2018-19 amounts. The Permanent Loan is limited to funds received by the City from Supplemental Educational Revenue Augmentation Fund (SERAF) Repayments, which have recently been approved by the State Department of Finance as part of the Recognized Obligation Payment Schedule (ROPS) for the Successor Agency to the Redevelopment Agency. If the SERAF Repayments received by the City during FY 2019-20 and 2020-21 total less than $1,301,719, then the amount to the Developer will be reduced to the actual repayment amount. The Purchase Money Loan of $710,000 reflects the purchase price of the Real Property to be paid by the Developer to the City. This reflects a recent appraisal conducted for the Property. The City loans will bear an annual interest rate of three percent, commencing on the date of disbursement. The City will receive fifty percent of residual receipts toward the repayment of City loans. Payments will be made first to pay down the Deferred Fee Loan. Upon repayment of the Deferred Fee Loan, pro rata payments will be made to pay down the Purchase Money Loan and Permanent Loan. In accordance with Section 33433 of the California Community Redevelopment Law, a Summary Report was prepared by Keyser Marston Associates to inform the City and the public about the proposed DDA. The Summary Report, which can be found as an attachment to this Agenda Report, describes: • Costs incurred by the City under the DDA • Estimated value of interest to be conveyed by the City to the Developer • Compensation to be paid to the City of Temecula • Explanation of why the conveyance of the Property assists in the elimination of blight • Estimated repayment schedule for the City loans Development and Construction Timeline As outlined in Exhibit E to the DDA, the Developer is obligated to meet certain deadlines associated the construction of the Project: • The Developer will have until December 2020 to apply to, and secure from, the State of California 9% Low Income Housing Tax Credits (LIHTC), and must apply at every opportunity. • If the Developer is not successful in securing 9% tax credits, the Developer will have the option to apply to the California Debt Limit Allocation Committee for a tax-exempt bond to combine this source with 4% LIHTC and pursue other sources of funds. • The close of escrow shall occur within seven months after the award of tax credits, but no later than July 1, 2023. • Construction shall commence thirty days after the close of escrow and completed no later than fourteen calendar months after the commencement of construction. ENVIRONMENTAL DETERMINATION: Staff has reviewed the project in accordance with the California Environmental Quality Act (CEQA) and based on an initial study, it has been determined the project will not have a significant impact on the environment; therefore, a Mitigated Negative Declaration has been prepared for the project. A Draft Mitigated Negative Declaration (MND) was prepared under staff s direction by Environmental Science Associates (ESA) and was distributed to responsible agencies, interested groups, organizations, and individuals. The public review and comment period for the Draft MND established by the State Clearinghouse commenced on January 3, 2019 and expired on February 7, 2019. The City received no comments during the review period. The MND identified no areas where impacts are considered Significant and Unavoidable. The analysis identified one area where no impacts were anticipated - Agriculture and Forest Resources. The environmental analysis identified thirteen areas where impacts were considered to be less than significant. These areas are Aesthetics, Air Quality, Biological Resources, Geology and Soils, Green House Gas Emissions, Hazards and Hazardous Materials, Hydrology and Water Quality, Noise, Population and Housing, Public Services, Recreation, Transportation/Traffic, and Utilities and Service Systems. Three areas were identified where potentially significant impacts could be avoided or mitigated. These three areas include Cultural Resources, Tribal Resources, and Land Use and Planning. The MND contains mitigation measures for these environmental impacts that can be mitigated to a less than significant impact in the form of a Mitigation Monitoring and Reporting Program. The Planning Commission approved the MND and Mitigation Monitoring and Reporting Program on February 20, 2019. FISCAL IMPACT: As outlined in the body of this report, the City will contribute a total of $2,710,000 toward the Project. The financial contribution includes: • Deferred Fee Loan of $698,281 consisting of Development Impact Fees (DIF), Quimby fees, permit fees, Public Works fees, and Fire fees • Permanent Loan up to $1,301,719 • Purchase Money Loan of $710,000 Although the impetus of the Affordable Housing RFP was the clearance from the Department of Finance to spend the remaining 2010 and 2011 affordable housing tax allocation bond proceeds, no affordable housing proceeds will allocated towards this project. ATTACHMENTS: 1. Resolution 2. Attachment A to the Resolution: Disposition and Development Agreement between the City of Temecula as Housing Successor and Temecula Pacific Associates 3. Summary Report Pertaining to the Proposed Sale of Certain Property within the Redevelopment Project Area, Pursuant to California Community Redevelopment Law Section 33433 4. Notice of Public Hearing RESOLUTION NO. 19- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR (AND, WITH RESPECT TO A DENSITY BONUS AGREEMENT AND CITY FEE AND PERMANENT LOANS, ALSO IN ITS CAPACITY AS THE CITY) APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT THAT INCLUDES SUCH DENSITY BONUS AGREEMENT AND SUCH CITY LOANS, WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT, AND THE TAKING OF RELATED ACTIONS, AND FIND THAT A MITIGATED NEGATIVE DECLARATION HAS BEEN APPROVED FOR THE PROJECT AND NO FURTHER CEQA REVIEW IS REQUIRED THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) The Redevelopment Agency of the City of Temecula (the "Former Agency") was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law (the "Redevelopment Law") set forth in Section 33000 et seq. of the Health and Safety Code ("HSC") of the State of California (the "State"). (b) Under the Redevelopment Law, the Former Agency was authorized, among other things, to provide assistance to the development of affordable housing projects. (c) Pursuant to AB X 1 26 (which became effective in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") was constituted as the successor entity to the Former Agency. (d) Pursuant to HSC Section 34175(b), all assets of the Former Agency transferred to the Successor Agency by operation of law; provided, that pursuant to HSC Section 34176 and Resolution No. 12-11, adopted by the City Council on January 24, 2012, the City elected to assume the housing functions of the Former Agency (in such capacity, the "Housing Successor") and, consequently, housing assets approved on the Housing Asset List (defined below) are transferred to the Housing Successor. (e) Pursuant to HSC Section 34176(a)(2), the City prepared a housing asset list (the "Housing Asset List"), listing all of the Former Agency's housing assets to be transferred to the Housing Successor and submitted it to the State Department of Finance (the "DOF") for approval. The DOF issued a letter dated July 3, 2013, approving the Housing Asset List, with certain modifications. (f) The land bearing APN's 922-053-021-2, 048-7 and 047-6 ("Land") is included on the Housing Asset List. (g) Temecula Pacific Associates, a California limited partnership ("Developer") desires to acquire the Land to construct a 60-unit multifamily apartment complex to be known as "Vine Creek Apartments" (the "Project"). (h) Developer desires to obtain an incentive and waiver consisting of a reduction of required parking spaces to 102 under the density bonus provisions of the Temecula Municipal Code conditioned upon entering into a density bonus housing agreement that restricts ten (10) apartment units to extremely low, very low, and low-income households at affordable rent ("DB Regulatory Agreement"). The Planning Commission approved the reduction in parking spaces on February 20, 2019. (i) Developer desires to enter into a Disposition and Development Agreement ("DDA") to acquire the Land and develop the Project. The form of the DDA negotiated by staff is attached hereto as Exhibit "A" and includes the form of the DB Regulatory Agreement that is attached hereto as Exhibit `B." 0) The DDA also includes (i) a purchase money loan from the City as housing successor for the purchase price of the Land, which will be in the amount of the fair market value of the Land ("Purchase Money Loan"); (ii) a $698,281 loan by the City of development fees; and (iii) a $1,301,719 permanent loan by the City that is conditioned upon the City receiving funds in 2019-20 and 2020-21 from the Successor Agency to Temecula Redevelopment Agency as payments of obligations to the City and shall be limited in amount to those funds (collectively, such deferred fee loan and contingent permanent loan are hereinafter collectively referred to as the "City Loans"). (k) Developer will be seeking an allocation of low-income housing tax credits and is contemplating a financing transaction (the "Financing") to fund the Project. (1) A report (the "Section 33433 Report"), consistent with the requirements of HSC Section 33433, has been prepared by Keyser Marston Associates, Inc., regarding the DDA. A copy of the Section 33433 Report is on file at the office of the City Clerk and has been made available for public inspection. (m) Pursuant to HSC Section 33433, the City Council held a noticed public hearing on this day pursuant to HSC Section 33433 on the DDA. Section 2. Approval of Agreement. The DDA, in the form set forth in Attachment A (including the DB Regulatory Agreement, and terms for the Purchase Money Loan and the City Loans), is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) and the City Manager (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver the DDA, for the City as the Housing Successor and the City as a city in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. HSC Section 33433 Findings. For purposes of HSC Section 33433, the City Council hereby finds as follows: (i) the sale of the Land pursuant to the DDA will provide housing low or very low income persons, and (ii) the consideration received by the City, as the Housing Successor, is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the DDA. Section 4. Approval of DB Regulatory Agreement. The Density Bonus Regulatory Agreement in the form set forth in Attachment B, is hereby approved. Each Authorized Officer, acting individually, is hereby authorized to execute and deliver such instrument. Section 5. Other Acts. The Authorized Officers and all other officers of the City are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution, the DDA, the Purchase Money Loan, the City Loans, the DB Regulatory Agreement and the financing. The City Clerk is authorized to attest to the City officers' signatures to any such document or instrument. Section 6. CEOA Findings. On February 20, 2019, the Planning Commission of the City of Temecula adopted Resolution No. PC 19-01 making certain findings pursuant to the California Environmental Quality Act ("CEQA") and adopting a Mitigated Negative Declaration in accordance with CEQA. The Planning Commission also adopted Resolution Nos. 19-02, 19- 03,19-04 and 19-05 approving the following land use entitlements for the Project: (1) Planning Application Numbers PA18-0081, a Development Plan to allow a three-story affordable multi- family project totaling sixty units with fifteen units available for special needs occupants (twelve units for autism and three units for sensory); (2) PA18-1230, a Minor Exception for parking to reduce the off-street parking requirement from 113 to 102 spaces; (3) PA18-0497, a Tentative Parcel Map to create one lot from three; and (4) PA18-0692, a Certificate of Historical Appropriateness for the location of the former railroad turntable. The project is generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street. The Council finds that none of the circumstances described in Section 15162 and 15163 of the CEQA guidelines exits and, therefore no further environmental review is required. Section 7. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 25th day of June, 2019. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 19- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 251h day of June, 2019, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 4 ATTACHMENT A Form of DDA (Attached) ATTACHMENT B Form of Density Bonus Regulatory Agreement (Attached) DISPOSITION AND DEVELOPMENT AGREEMENT by and between the CITY OF TEMECULA and TEMECULA PACIFIC ASSOCIATES, a California limited partnership Attachment A 11086-0001\230425 tv3.doe TABLE OF CONTENTS Page 1. DEFINITIONS..................................................................................................................I 1.1 Definitions.............................................................................................................1 2. PURCHASE AND SALE OF THE PROPERTY............................................................. 6 2.1 Purchase and Sale.................................................................................................6 2.2 Purchase Money Loan...........................................................................................7 2.3 Opening and Closing of Escrow........................................................................... 8 2.4 Condition of Title.................................................................................................. 8 2.5 City Conditions to Close of Escrow...................................................................... 9 2.6 Developer Conditions to Close of Escrow..........................................................10 2.7 Costs....................................................................................................................10 2.8 Condition of the Property....................................................................................11 2.9 Deposits into Escrow by City.............................................................................13 2.10 Deposits into Escrow by Developer....................................................................14 2.11 Authorization to Record Documents and Disburse Funds..................................14 2.12 Escrow's Closing Actions...................................................................................15 3. DEVELOPMENT AND RESERVES COVENANTS...................................................15 3.1 Development of the Project................................................................................15 3.2 City's Right to Review Plans and Specifications...............................................16 3.3 Construction Contract.........................................................................................16 3.4 Costs of Entitlement, Development and Construction........................................16 3.5 Rights of Access and Inspection.........................................................................16 3.6 Local, State and Federal Laws............................................................................17 3.7 City and Other Governmental City Permits and Approvals...............................17 3.8 No Discrimination During Construction.............................................................17 3.9 Taxes, Assessments, Encumbrances and Liens..................................................17 3.10 No Agency Created.............................................................................................17 3.11 Certificate of Completion...................................................................................17 3.12 Capital Replacement Reserve.............................................................................17 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ............................18 4.1 Restriction on Transfer of Developer's Rights and Obligations .........................18 4.2 Holders of Deeds of Trust...................................................................................18 4.3 Rights of Holders................................................................................................18 4.4 Noninterference with Holders.............................................................................19 4.5 Right of City to Cure...........................................................................................19 4.6 Right of City to Satisfy Other Liens...................................................................19 5. DEFAULT, REMEDIES AND TERMINATION..........................................................19 5.1 Defaults...............................................................................................................19 5.2 Remedies.............................................................................................................20 5.3 No Speculation....................................................................................................22 5.4 No Personal Liability.......................................................................................... 22 5.5 Rights and Remedies are Cumulative................................................................. 22 -1- 11086-0001\230425 tv3.doe TABLE OF CONTENTS (cont.) Page 5.6 Inaction Not a Waiver of Default........................................................................22 5.7 Force Majeure.....................................................................................................23 6. INSURANCE.................................................................................................................. 23 6.1 Insurance............................................................................................................. 23 6.2 Indemnity............................................................................................................ 24 7. REPRESENTATIONS AND WARRANTIES...............................................................25 7.1 Developer Representations.................................................................................25 7.2 City Representation.............................................................................................25 8. GENERAL PROVISIONS.............................................................................................25 8.1 Notices................................................................................................................25 8.2 Construction........................................................................................................26 8.3 Interpretation....................................................................................................... 26 8.4 Time of the Essence............................................................................................ 26 8.5 Warranty Against Payment of Consideration for Agreement .............................26 8.6 Attorneys' Fees...................................................................................................26 8.7 Entire Agreement................................................................................................ 27 8.8 Severability......................................................................................................... 27 8.9 No Third Party Beneficiaries..............................................................................27 8.10 Governing Law...................................................................................................27 8.11 Survival...............................................................................................................27 8.12 City Actions........................................................................................................ 27 8.13 Counterparts........................................................................................................27 EXHIBIT "A" EXHIBIT "A-1" EXHIBIT `B" EXHIBIT "C" EXHIBIT "D" EXHIBIT "B" EXHIBIT "F" EXHIBIT "G" EXHIBIT "H" EXHIBIT "I" EXHIBIT "J" TABLE OF EXHIBITS LEGAL DESCRIPTION OF LAND OWNED BY CITY DESCRIPTION OF LAND OWNED BY DEVELOPER FORM OF GRANT DEED FORM OF CITY LOAN PROMISSORY NOTE FORM OF CITY LOAN DEED OF TRUST SCHEDULE OF PERFORMANCE SCOPE OF DEVELOPMENT FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS (2) FORM OF CERTIFICATE OF COMPLETION BASE PRO -FORMA 11086-0001 \23 04251 v3. doc DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is dated as of June 25, 2019 and is entered into by and between the CITY OF TEMECULA, as successor of the housing assets of the former Temecula Redevelopment Agency (the "City"), and TEMECULA PACIFIC ASSOCIATES, A California limited partnership ("Developer"). RECITALS A. City believes it owns the land described on Exhibit "A" (the "Property"), having acquired the Property from the former redevelopment agency as a housing asset. The City is the successor to the housing assets of the former redevelopment agency, which initially acquired the Property using low/mod housing set -aside funds. B. Developer desires to acquire the Property from City for the purpose of developing a sixty (60) unit apartment complex (the "Project") on both the Property and on adjacent property already owned by Developer that is described on Exhibit "A- I". A material inducement to the City to enter into this Agreement is the agreement by Developer to develop the Project as provided herein, and not convey any portion of the Project until it is complete. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows: 1. DEFINITIONS. 1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below: 1.1.1 "Affiliated Person" means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member. 1.1.2 "Agreement" means this Disposition and Development Agreement. 1.1.3 "Approved Title Exceptions" is defined in Section 2.4.1. 1.1.4 "Base Pro Forma" means the Project pro forma (with projections of Operating Expenses, Gross Revenues and Housing Rent) attached hereto as Exhibit "J". 1.1.5 "Building Permit" means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City. -1- 11086-0001 \23 04251 v3. doe 1.1.6 "Capital Replacement Reserve" means a reserve fund to be established by the Developer pursuant to Section 3.12 hereof. Section 3.11. 1.1.7 "Certificate of Completion" means the certificate described in 1.1.8 "City" means the City of Temecula, a municipal corporation. 1.1.9 "City Manager" means the City Manager of the City. 1.1.10 "Close of Escrow" is defined in Section 2.3. 1.1.11 "Construction Contract" is defined in Section 3.3. 1.1.12 "Debt Service" means required debt service payments and reserve deposits under the Senior Project Loan. Greer. 1.1.13 "Default" is defined in Section 5.1. 1.1.14 "Deposit" is defined in Section 2.2. 1.1.15 "Disapproved Title Exceptions" is defined in Section 2.4.1. 1.1.16 "Escrow" is defined in Section 2.3. 1.1.17 "Escrow Holder" means Commonwealth Land Title Attn: Cheryl 1.1.18 "FIRPTA Affidavit" is defined in Section 2.9.1.3. 1.1.19 "Force Majeure Delay" is defined in Section 5.7. 1.1.20 "General Contractor" is defined in Section 3.3. 1.1.21 "Grant Deed" is defined in Section 2.4.2. 1.1.22 "Gross Revenues" means the sum of. the total rental income and all other revenues or income received by the Developer or its successors or assigns in connection with the Project, including without limitation Housing Rent, laundry charges or consideration received from an entity that contracts to provide laundry services, payments in connection with Section 8 certificates, if any (including payments under such certificates that are in excess of the restricted rents provided for herein), cable income or consideration received from an entity that contracts to provide cable services, each of (i) amounts paid to Developer or any Affiliated Person on account of Operating Expenses for further disbursement by Developer or such affiliate to a third party or parties, including, without limitation, grants received to fund social services or other housing supportive services at the Project; (ii) late charges and interest paid on rentals; (iii) rents and receipts from licenses, concessions, vending machines, coin laundry, and similar sources; (iv) other fees, charges, or payments not denominated as rental but payable to Developer in connection with the rental of office, retail, storage, or other space in the Project; (v) -2- 11086-0001 \23 04251 v3. doe consideration received in whole or in part for the cancellation, modification, extension or renewal of leases; (vi) interest and other investment earnings on security deposits, reserve accounts and other Project accounts to the extent disbursed, and (vii) all other income from the Project, but does not include insurance proceeds applied to reconstruct or repair the Project. 1.1.23 "Hazardous Materials" means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Land, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. ("RCRA") The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection City as hazardous substances (40 CFR. Part 302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Land, to adjacent properties, or to persons on or about the Land, (ii) which causes the Land to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Land requires investigation, reporting or remediation under any such laws or regulations. 1.1.24 "Holder" is defined in Section 4.2. 1.1.25 "Housing Rent" means the total of payments by the tenants of the Project for (a) use and occupancy of their rental unit and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits (until they are applied), (c) a reasonable allowance for utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity and gas, provided that the rent charged as to any affordable unit shall not exceed the affordable rent described in the Regulatory Agreement. 1.1.26 "Improvements" means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Land, as described in the Scope of Development. -3- 11086-0001 \23 04251 v3. doc 1.1.27 "Institutional Lender" means US Bank, Wells Fargo, Citibank, Chase, Rabobank, Pacific Western Bank, or if reasonably acceptable to City, any other reputable and established bank (State or Federal), savings bank (State or Federal), trust company, insurance company, credit union, pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or Fortune 500 company, or any combination of, any one or more of the entities described above. 1.1.28 "Land" means the land described on Exhibits "A" and "A-1" attached hereto. 1.1.29 "Lender" means the holder of any Security Instrument and such holder's successors and assigns. 1.1.30 "Operating Expenses" means actual, reasonable and customary costs, fees and expenses directly incurred and for which payment has been made and which are attributable to the operation, maintenance, and management of the Project (but not any capital replacement reserves or other reserves, expenditures or capital, including without limitation the following (to the extent actual, reasonable and customary, and attributable to the operation, maintenance or management of the Project): painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; sewer charges; real and personal property taxes and assessments; insurance premiums; security; advertising, promotion and publicity; office, janitorial, cleaning and building supplies; actual and customary salary payable to an on -site manager which directly and exclusively benefits residents of the Project; reasonable partnership management fees if required by Developer's partnership agreement but not to exceed $6,000 a year, increased by 2% a year, for the general partner, and not to exceed $5,000 increased by 2% a year for lease years 1-15, for limited partners; a management fee ("Management Fee") to a third party property manager of not to exceed six percent (6%) of Gross Revenues; purchase, repairs, servicing and installation of appliances, equipment, fixtures and furnishings; reasonable and customary fees and expenses of accountants, attorneys, consultants and other professionals as incurred commencing after the completion of the Project (as evidenced by the issuance by City of a certificate of occupancy) in connection with the operation of the Project; payments of deductibles in connection with casualty insurance claims not normally paid from reserves; and payment of any tax credit adjuster payments and deferred developer fees. The Operating Expenses shall not include non -cash expenses, including without limitation, depreciation. Operating Expenses shall also exclude all of the following: (i) salaries of employees of Developer or Developer's general overhead expenses, or expenses, costs and fees paid to an Affiliated Person; (ii) any amounts paid directly by a tenant of the Project which, if incurred by Developer, would be Operating Expenses; (iii) optional or elective payments with respect to the Senior Project Loan; (iv) any payments with respect to any loan or financing other than the Senior Project Loan or a Refinancing; (v) expenses, expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to completion of the Project, or any portion thereof, including, without limitation, all predevelopment and preconstruction activities conducted by Developer in connection with the Project, including, without limitation, the preparation of all plans and the performance of any tests, studies, investigations or other work, and the construction of the Project and any on site or off site work in connection therewith; (vi) -4- 11086-0001 \23 04251 v3. doc depreciation, amortization, and accrued principal and interest expense on deferred debt; and (vii) any partnership internal fees except as set forth above. The Operating Expenses shall be reported in the Annual Financial Statement and Residual Receipts Report and shall be broken out in line - item detail. 1.1.31 "Party" means any party to this Agreement, and "Parties" means all parties to this Agreement. 1.1.32 "Permitted Exceptions" is defined in Section 2.4.2. 1.1.33 "Permitted Security Instrument" means any Security Instrument (a) that encumbers only the Project; (b) a copy of which, together with the related loan documents, is promptly after execution delivered to City, (c) that is held by a Lender that is an Institutional Lender, and (d) only secures the repayment of money used to pay or reimburse the Total Development Costs or any Refinancing permitted by this Agreement. 1.1.34 "Plans and Specifications" means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project. 1.1.35 "Project" means the Land and Improvements. 1.1.36 "Project Budget" is defined in Section 2.5.1. 1.1.37 "Purchase Price" is defined in Section 2.1. 1.1.38 "Refinancing" means any loan secured by a Permitted Security Instrument that Developer obtains to pay off all or a portion of an existing loan secured by a Permitted Security Instrument and costs in connection the loan. 1.1.39 "Released Parties" is defined in Section 2.8.3. 1.1.40 "Residual Receipts" for a particular Operating Year means Gross Revenues for the corresponding Operating Year less (i) Debt Service payments made during such Operating Year on the Senior Project Loan in amounts not in excess of the amounts due and payable during such Operating Year (i.e. not including prepayments); and (ii) Operating Expenses. All calculations of Residual Receipts shall be made annually, on or before April 15 for the preceding Operating Year, on a cash (and not accrual) basis and the components thereof shall be subject to verification and approval, on an annual basis, based upon conformity with the terms of this Agreement and the City Loan Promissory Note, by City. 1.1.41 "Schedule of Performance" means the schedule attached hereto as Fyhihit "R" 1.1.42 "Scope of Development" means the description attached hereto as Exhibit "C". 1.1.43 "Senior Project Loan" means the loan or loans that Developer obtains from an Institutional Lender in an amount that is sufficient to pay and the proceeds of -5- 11086-0001 \23 04251 v3. doe which are to be used and applied solely to pay (a) the reasonable costs of obtaining such loan, and (b) the Total Project Costs. Such loan shall provide for normal and customary disbursement controls for the payment of Total Project Costs as construction of the Project progresses and normal and customary fees and expenses for a loan of similar size and purpose. Such loan may also provide for a portion of the loan to convert to a permanent loan status following completion of the Project. Any refinancing of a Senior Project Loan that either (i) does not exceed the outstanding principal balance of the loan refinanced plus refinancing loan closing costs or (ii) has Debt Service which does not exceed the Debt Service on the loan being refinanced shall also be a Senior Project Loan 1.1.44 "Title Company" shall mean the Escrow Holder (i.e., the Title Company and the Escrow Holder are the same). 1.1.45 "Total Project Costs" means all hard and soft costs of the construction of the Project, including land costs and carry costs, as set forth in the Project Budget. 1.1.46 "Transfer" is defined in Section 4.1.1. 1.1.47 "Transferee" is defined in Section 4.1.2. 1.1.48 "Withholding Affidavit" is defined in Section 2.8.1.2. 2. PURCHASE AND SALE OF THE PROPERTY; PURCHASE PRICE; DEPOSIT. 2.1 Purchase and Sale; Purchase Price; Deposit. 2.1.1 Purchase and Sale Purchase. In accordance with and subject to the terms and conditions hereinafter set forth, the City agrees to sell the Property to Developer, and Developer agrees to purchase the Property from the City. 2.1.2 Purchase Price. The purchase price for the Property to be paid by Developer (the "Purchase Price") shall be the fair market value of the Property based on an appraisal (or appraisal update) obtained by City from a reputable MAI appraiser at Developer's cost that is dated no earlier than six (6) months prior to the Closing Date. Said fair market value as of the date hereof is $710,000.00. (Developer shall reimburse City for the costs of the appraisal and any update within ten days after written demand from City with evidence of the costs.) Notwithstanding anything to the contrary contained herein, the Close of Escrow shall not occur until such time as the Closing Conditions, as defined in Section 2.7 hereof, have been satisfied. At the Close of Escrow, the City shall convey title to the Property to Developer by grant deed in the form attached hereto as Exhibit `B" (the "Grant Deed"). 2.1.3 Deposit. Within ten (10) business days after the date this Agreement is executed by the City and delivered to Developer, the Developer shall deposit the sum of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) with City (the "Deposit"). The Deposit shall be held by City in a non -interest bearing account. In the event the Close of Escrow does not occur due to a default by Developer, the Deposit shall be delivered to and -6- 11086-0001 \23 04251 v3. doc retained by the City as liquidated damages for such default. If this Agreement is terminated by Developer pursuant to its terms prior to the Close of Escrow, or if the Close of Escrow occurs, then the Deposit shall be returned to Developer. DEVELOPER AND CITY AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH CITY'S DAMAGES BY REASON OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW. ACCORDINGLY, DEVELOPER AND CITY AGREE THAT IN THE EVENT OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW, CITY SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES. Developer Initials: ' — City Initials: 2.2 Purchase Money Loan; Deferred Fee Loan; Contingent Permanent Loan. City shall make loans to Developer in the amount of (i) the Purchase Price; (ii) $698,281.00 of deferred City fees (consisting of development impact fees, Quimby fees, building permit fees, public works fees, fire dept. fees); and (iii) $1,301,719 as a permanent loan (the " City Permanent Loan") on the terms set forth in the promissory note ("City Loan Promissory Note") attached hereto as Exhibit "C"; however, the Developer acknowledges and agrees that: (a) the City's obligation to fund the City Permanent Loan is limited to funds received by the City from SERAF Repayments (as defined below) and not any other funds of the City, and (b) if the SERAF Repayments (as defined below) received by the City during fiscal years 2019-20 and 2020-21 total less than $1,301,719, then the principal amount of the City Permanent Loan will be reduced to the actual amount of SERAF Repayments received by the City during fiscal years 2019-20 and 2020-21. As used herein, the term "SERAF Repayments" shall mean funds to be received by the City from the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), which in turn shall have been received by the Successor Agency from the Riverside County Auditor -Controller's disbursements from the Redevelopment Property Tax Trust Fund pursuant to Line Item No. 4 of the Successor Agency's annual Recognized Obligation Payment Schedule as approved by the California State Department of Finance (for repayments under the Health and Safety Code Sections 33690(a), 33690.5 and 34171(d)(1)(G)). The City Loan Promissory Note shall be secured by a deed of trust on the Project in the form attached hereto as Exhibit "D" ("City Loan Deed of Trust"). The City shall reasonably subordinate the City Loan Deed of Trust to the deed of trust securing the Senior Project Loan by a reasonable subordination agreement approved by the City Manager. The City loan shall be repaid with Residual Receipts, as described in the City Loan Promissory Note. On or before April 15 of each calendar year, Developer shall provide the City with an annual Residual Receipts report in form and substance reasonably acceptable to City that include annual financial statements with respect to the Project that have been reviewed by an independent certified public accountant, together with an express written opinion of such independent certified public accountant that such report presents the financial position, results of operations and cash flows of the Project accurately and in accordance with tax accounting principles ("Annual Financial Report"). In the event the Residual Receipts reported or paid deviate by three percent (3%) or more from that amount determined to be owing upon review of -7- 1 1086-0001 \2304251 v1doe Developer's submittal and, an audit (and the City shall have the right to audit), Development shall reimburse City for its cost to review and shall pay the amounts owing. 2.3 Opening and Closing of Escrow. Within five (5) business days after tax credits are awarded, the City and the Developer shall cause an escrow (the "Escrow") to be opened with Escrow Holder for the sale of the Property by the City to Developer and for the closing of Senior Project Loan. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the escrow instructions for the Escrow. The City and Developer shall provide such additional instructions as shall be necessary and consistent with this Agreement. Provided that each of the conditions to closing described in Section 2.7 have been satisfied, Escrow shall close (the "Close of Escrow") within seven (7) months after the award of tax credits, but not later than July 1, 2023. If the Close of Escrow does not occur by such date, any party not then in default may terminate this Agreement by written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer. 2.4 Condition of Title; Title Insurance. 2.4.1 Title Exceptions; Survey. Upon City's delivery to Developer of a copy of this Agreement executed by City, City shall obtain a preliminary title report for the Property (the "PTR") from the Title Company and shall deliver it (or cause it to be delivered to) Developer which shall include hyperlinks to copies of the title exception documents. Developer shall have thirty (30) days after delivery of the PTR to Developer to review and approve or disapprove any title exceptions in the PTR, and notify City in writing of any such title exceptions to which Developer objects.] Upon the execution of this Agreement, Developer may cause an ALTA survey ("Survey") to be performed within thirty (30) days and shall promptly deliver a copy of the Survey to the City together with any objections (if any) to any title exceptions shown on the Survey. City shall have twenty (20) days after delivery by Developer to City of a written objection to a title exception to notify Developer in writing that City will: (a) remove one or more of the applicable exception(s) or cause them to be removed by the end of the Due Diligence Period (as defined in Section 2.8.2 below) or reasonably insured over by the Title Company; (b) decline to remove exceptions (or to cause them to be reasonably insured). Failure by City to so notify Developer shall be deemed to be City's election not to remove or otherwise address the applicable title exception(s). If City notifies Developer that City will remove (or cause to be removed) one or more of such title exceptions, then City shall do so on or before the Close of Escrow (unless this Agreement is terminated by Developer under this Section or Section 2.8.2 below). If City fails to so notify Developer as to any exception, or declines to remove or insure over title exceptions, then Developer may terminate this Agreement by written notice to City. If Developer fails to so terminate this Agreement, Developer shall be deemed to have approved and accepted the applicable title exceptions (which, together with any title exceptions approved or created by Developer, are hereinafter referred to as the "Approved Title Exceptions"). As used herein, the term "Disapproved Title Exceptions" shall mean any title exceptions that City has agreed to remove, cause to be removed or cause to be "insured over". 2.4.2 At the Close of Escrow, the City shall convey title to the Property to Developer by grant deed in the form attached hereto as Exhibit `B" (the "Grant Deed"). Title to the Property shall be conveyed subject to: (i) non -delinquent current real property taxes and -8- 11086-0001 \23 04251 v3. doe assessments not yet due for the tax year during which the conveyance occurs, (ii) all Approved Title Exceptions, and (iii) the terms of this Disposition and Development Agreement and other covenants included in the Grant Deed (collectively, the "Permitted Exceptions"). After the date of the PTR, City shall not further encumber the Property without Developer's prior written consent. 2.5 City Conditions to Close of Escrow. The obligation of the City to close Escrow shall be subject to the satisfaction (or express written waiver by the City Manager) of each of the following conditions (collectively, the "City Conditions"): 2.5.1 Developer shall have submitted to the City Manager, and the City Manager shall have approved, a comprehensive project budget, showing line items for each type of expenditure and the applicable sources of funds (the "Project Budget"), together with a copy of all commitments obtained by the Developer for construction financing, permanent financing, and other financing from external sources (including tax credit equity) to assist in financing the development of the Development, certified by the Developer to be true and correct, and an audited financial statement (or other evidence in a form satisfactory to the City) demonstrating that the Developer has sufficient additional capital funds (i.e., "equity") available and is committing such funds to cover the difference, if any, between costs of development of the Development and the funds available to the Developer (the "Project Budget"). 2.5.2 The Developer shall have delivered to the City a copy of the construction loan documents, financial terms of which must be consistent with the Project Budget. 2.5.3 The Senior Project Loan shall close prior to or concurrently with the Close of Escrow. 2.5.4 The City Manager shall have approved the executed Construction Contract for the Project, as provided in Section 3.3 hereof. 2.5.5 The Developer shall have submitted to the City Manager a description of the legal and ownership structure of the Developer and any assignee (and its organizational documents) and the City Manager shall have approved such entity and documents. 2.5.6 The City shall have received evidence acceptable to the City Manager that the construction -related insurance required by Section 6.1 of this Agreement shall be in effect. 2.5.7 All conditions to the issuance of the Building Permit shall have been approved/issued. 2.5.8 The Developer shall have provided evidence to the City that the Developer's general contractor is experienced, creditworthy and able to construct and complete the Project (pursuant to the Construction Contract) and, unless such bonds are waived (i.e., and not required) by the lender of the Senior Project Loan, evidence that the obligations of Developer's general contractor to construct the Project have been bonded, for the express benefit of Developer, Developer's construction lender and the City. If the bonding requirement applies, 91 11086-0001 \23 04251 v3. doc Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AlA form A311 or A312), issued by a surety admitted to issue insurance in the State of California and otherwise acceptable to the City Manager, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall name the City as a co -obligee and may also name Developer and Developer's construction lender as co obligees. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular. All of the foregoing shall be satisfactory in form and substance to the City Manager. 2.6 Developer Conditions to Close of Escrow. The obligations of the Developer to close escrow shall be subject to the satisfaction (or waiver by Developer) of the following conditions (the "Developer Conditions"): 2.6.1 There shall have been no change to the physical condition of the Property and no new title exceptions after the date of the PTR that, in either case, would materially and adversely affect the development, use or operation of the Project. 2.6.2 City's removal (or Title Company's reasonably insuring over) all Disapproved Title Exceptions. 2.6.3 The representation of the City contained in Section 7.2 of this Agreement being true and correct. 2.6.4 The delivery by City of all documents and funds required to be delivered pursuant to Section 2.9 hereof. 2.6.5 The Title Company shall have committed to issue at the Close of Escrow an owner's title insurance policy, with any extended coverage and endorsements requested by Developer, showing fee simple title to the Land vested in Developer (or Developer's assignee as permitted by this Agreement), subject only to the Permitted Exceptions. 2.6.6 City shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow. 2.7 Costs; Escrow Holder Settlement Statement. 2.7.1 Developer shall be solely responsible for all costs and expenses related to the Survey, the costs of extended title insurance coverage and any title insurance endorsements (other than those obtained by City to "insure -over" a title exception), and fifty percent (50%) of the Escrow fees. City shall be responsible for the other fifty percent (50%) of the Escrow Fees, the costs of the standard Owner's policy of title insurance, documentary transfer taxes, and any endorsements obtained by City to "insure -over" title exceptions. -10- 11086-0001 \23 04251 v3. doe 2.7.2 Escrow Holder is authorized on the Close of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval. 2.8 Condition of the Property. 2.8.1 "As -Is" Sale. Developer acknowledges and agrees that, except as expressly set forth herein, Developer is acquiring the Land in its "AS IS" condition, WITH ALL FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED and neither City nor any agents, representatives, officers, or employees of City have made any representations or warranties, direct or indirect, oral or written, express or implied, to Developer or any agents, representatives, or employees of Developer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws, and Developer is not aware of and does not rely upon any such representation to any other party. Except as expressly set forth herein, neither City nor any of its representatives is making or shall be deemed to have made any express or implied representation or warranty, of any kind or nature, as to (a) the physical, legal or financial status of the Property, (b) the Land's compliance with applicable laws, (c) the accuracy or completeness of any information or data provided or to be provided by City, or (d) any other matter relating to the Property. 2.8.2 Delivery of Document by City; Inspections by Developer; Due Diligence Period. Within ten (10) business days after the date of this Agreement, City shall deliver to Developer copies of all material, non -privileged documents in the possession of City that pertain to the Property (the "Documents"). Upon the execution of this Agreement until the date that is ninety (90) days after the date of this Agreement (the "Due Diligence Period"), Developer and its contractors and consultants who are designated in writing to City ("Developer Designee's") shall have the right to enter onto the Property (without disturbing any occupants thereof) for the purpose of performing the Survey, hazardous materials inspections, soils inspections and other physical inspections and investigations; provided, however, that: (a) Developer shall deliver copies of all inspection reports to City; (b) no inspections or investigations shall damage the Property or any improvements thereon or shall be "invasive" unless the City has received a plan describing the scope of the inspection or investigation and has approved such plan in writing, which approval shall not be unreasonably withheld; (c) Developer shall immediately repair all damage caused by or related to its inspections; and (d) neither Developer nor any of Developer's Designees shall enter the Property unless Developer has provided City reasonable written evidence (such as insurance certificates and/or copies of policies) that the activities of Developer and the Developer Designees are covered by reasonable liability insurance naming City as an additional insured. Developer shall defend, indemnify and hold City harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys' fees and cost) resulting from the entry onto the Property for such purposes or for purposes of performing the Survey. If Developer disapproves to any condition of the Property or any Document, then Developer may terminate -11- 11086-0001 \23 04251 v3. doc this Agreement by written notice to City given on or prior to the end of the Due Diligence Period that describes the basis for the disapproval. 2.8.3 Releases and Waivers. Developer acknowledges and agrees that in the event Developer does not approve of the condition of the Property under Section 2.8.2, Developer's sole right and remedy shall be to terminate this Agreement under and in accordance with Section 2.8.2. Consequently, Developer hereby waives any and all objections to or complaints regarding the Property and its condition, including, but not limited to, federal, state or common law based actions and any private right of action under state and federal law to which the Land is or may be subject, including, but not limited to, CERCLA (as defined in Section 1.1.19), RCRA (as defined in Section 1.1.19), physical characteristics and existing conditions, including, without limitation, structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property. Developer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigations. Developer and anyone claiming by, through or under Developer also hereby waives its right to recover from and fully and irrevocably releases City and its council members, board members, employees, officers, directors, representatives, agents, servants, attorneys, successors and assigns ("Released Parties") from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (i) the condition (including any defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws regulations or guidelines), valuation, salability or utility of the Land, or its suitability for any purpose whatsoever, and (ii) any information furnished by the Released Parties under or in connection with this Agreement. This release includes claims of which Developer is presently unaware or which Developer does not presently suspect to exist which, if known by Developer, would materially affect Developer's release to City. Developer specifically waives the provision of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." In this connection and to the extent permitted by law, Developer hereby agrees, represents and warrants that Developer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, -12- 11086-0001 \23 04251 v3. doc unanticipated and unsuspected, and Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Developer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to City by Developer in exchange for City's performance hereunder. Developer hereby agrees that, if at any time after the Close of Escrow any third party or any governmental agency seeks to hold Developer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials in, on, above or beneath the Property or emanating therefrom, then Developer waives any rights it may have against City in connection therewith, including, without limitation, under CERCLA (as defined in Section 1.1.19 and Developer agrees that it shall not (i) implead the City, (ii) bring a contribution action or similar action against City, or (iii) attempt in any way to hold City responsible with respect to any such matter. The provisions of this Section 2.8.3 shall survive the Close of Escrow. City has given Developer material concessions regarding this transaction in exchange for Developer agreeing to the provisions of this Section 2.8.3. City and Developer have each initialed this Section 2.8.3 to further indicate their awareness and acceptance of each and every provision hereof. &/'L' AGENCY'S INITIALS DEVELOPER'S INITIALS 2.8.4 Environmental Indemnity. From or after the Close of Escrow, Developer shall indemnify, protect, defend and hold harmless the City, and the City's officials, officers, attorneys, employees, consultants, agents and representatives, from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising directly or indirectly out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, or for the cost of cleaning up the Land and removing Hazardous Materials or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean up of any Hazardous Materials caused by or resulting from any Hazardous Material, or toxic substances or waste existing on or under, any portion of the Property acquired by Developer or other portion of the Land. 2.9 De osits into Escrow by City. 2.9.1 The City hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow: 2.9.1.1 A Grant Deed duly executed and acknowledged by the City, in the form attached hereto as Exhibit `B". 2.9.1.2 If required by Escrow Holder, the affidavit as contemplated by California Revenue and Taxation Code 590 ("Withholding Affidavit"); -13- 11086-0001\2304251v1doc 2.9.1.3 If required by Escrow Holder, a Certification of Non Foreign Status in accordance with I.R.C. Section 1445 (the "FIRPTA Certificate'); 2.9.1.4 A Subordination Agreement subordinating the City Deed of Trust and the Affordability Restrictions and Regulatory Agreement (Low/Mod Set Aside Fund) (but not the Affordability Restrictions and Regulatory Agreement (Density Bonus)) to the Construction Loan deed of trust, in a form reasonably approved by the City Manager. 2.9.1.5 A counterpart of a Notice of Affordability Restrictions in the form attached hereto as Exhibit "G", executed by City and acknowledged (the "Notice"). 2.9.1.6 A counterpart of two (2) Affordability Restrictions and Regulatory Agreements in the forms attached hereto as Exhibit "H", duly executed by City and acknowledged ("Regulatory Agreements"). 2.9.1.7 A Request for Notice, duly executed by the City and acknowledged (with respect to the Construction Loan deed of trust) (the "Request"). 2.9.1.8 Such proof of the City's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue Developer's policy of title insurance. 2.10 Deposits into Escrow by Developer. 2.10.1 The Developer hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents duly executed and acknowledged where appropriate, the delivery of each of which shall be a condition of the Close of Escrow: 2.10.1.1 The City Loan Deed of Trust, duly executed by Developer and acknowledged. 2.10.1.2 Counterparts of the Regulatory Agreements, duly executed by Developer and acknowledged. 2.10.1.3 A counterpart of the Notice, duly executed by Developer and acknowledged. 2.11 Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: (i) The Title Company is unconditionally committed to issue in favor of Developer an owner's Policy of Title Insurance, with liability equal to the Purchase Price (or such lesser amount as shall have been requested by Developer), showing the Land vested in Developer subject only to the Permitted Title Exceptions. -14- 11086-0001 \23 04251 v3. doe (ii) The City and the Developer shall have deposited in Escrow the documents and funds required pursuant to Sections 2.9 and 2.10, and the City has confirmed that Developer shall have delivered to City an executed original of the Promissory Note in the form attached hereto as Exhibit "C". (iii) The City and Developer have confirmed to Escrow Holder that all other City Conditions and Developer Conditions have been satisfied or expressly waived in writing by the Party benefited thereby. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of Developer's title insurance policy. 2.12 Escrow's Closing Actions. On the Close of Escrow, Escrow Holder shall: 2.12.1 Record the Grant Deed, then the Regulatory Agreements, then the Notice, then the deed of trust securing the Senior Project Loan, then the City Loan Deed of Trust, then the Request, and finally the Subordination Agreement in the Official Records of Riverside County; 2.12.2 Issue the Title Policy (or cause the Title Company to issue the Title Policy); 2.12.3 Prorate assessments, rents, and other charges as of the Close of Escrow in accordance with the settlement statements approved by the Parties and pay the costs shown thereon; 2.12.4 From funds deposited by Developer, pay costs payable by Developer as shown on the approved preliminary settlement statement approved by City and Developer settlement statement, and return any excess to Developer; 2.12.5 Prepare and deliver to both Developer and the City one signed copy of Escrow Holder's final settlement statement showing all receipts and disbursements of the Escrow; and 2.12.6 If applicable, deliver the FIRPTA Certificate and the Withholding Affidavit to Developer. 3. DEVELOPMENT AND RESERVES COVENANTS. 3.1 Development of the Project. Developer shall develop the Project in accordance with the Scope of Development, the Schedule of Performance, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City in its governmental capacity), the Plans and Specifications, and all other terms, conditions and requirements of this Agreement. Developer shall comply with the Schedule of Performance in a timely manner, provided that the obligations of Developer set forth therein which are to be performed after the Close of Escrow shall be delayed by Force Majeure Delays, if applicable. Until a Certificate of Completion is issued, the -15- 11086-0001 \23 04251 v3. doc Developer shall promptly provide the City with written, detailed progress reports, as reasonably requested by the City, regarding the status of the construction of the Improvements. 3.2 City's Right to Review Plans and Specifications. In connection with construction of the Project, Developer shall comply in all respects with Plans and Specifications approved by the City. The City in its proprietary capacity (i.e., its capacity as a party to this contract, as opposed to its governmental capacity) shall have the right to review all Plans and Specifications for the Improvements prior to their submission to the City in its governmental capacity to ensure that the Improvements are constructed in accordance with the Scope of Development and the other applicable provisions of this Agreement. 3.3 Construction Contract. Developer shall retain one or more reputable and financially responsible general contractors (each, a "General Contractor") to undertake the construction of the Project. Each General Contractor shall be acceptable to and approved in writing by the City Manager (in the exercise of his sole and absolute discretion), licensed in California, shall have any other licenses required by the City, and shall be experienced in constructing the type of improvements constituting the Improvements, provided that Pacific West Builders, Inc. is hereby approved as General Contractor. On or before the date set forth in the Schedule of Performance, Developer shall enter into a written contract, in form and substance reasonably acceptable to the City Manager (the "Construction Contract"), with the General Contractor(s) for performing the work constituting the construction of all of the Project. Each such Construction Contract shall be a guaranteed maximum cost contract or stipulated sum insuring construction of the improvements for a fixed or maximum price, and shall obligate the General Contractor to commence and complete such construction in accordance with this Agreement and all applicable federal, state and local laws, rules and regulations. Each such Construction Contract shall provide for retention of at least ten percent (10%) (reduced to 5% retainage following 50% Project completion) from each progress payment (except there shall be no retention for any items excused from retention as specified in the Construction Contract) until the final payment, and said final payment shall not be paid to the General Contractor until the portion of the Project covered by such Construction Contract shall have been completed to Developer's satisfaction, and Developer shall have obtained all appropriate lien waivers from the General Contractor and its subcontractors, or bonds acceptable to Developer in form and amount, insuring against loss arising from any mechanics', laborers', materialmen's or similar liens filed against the Project. 3.4 Costs of Entitlement, Development and Construction. The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition costs and governmental permits and approvals) shall be borne by Developer. 3.5 Rights of Access and Inspection. In addition to those rights of access to and across the Land to which the City and the City may be entitled by law, members of the staffs of the City and the City shall have a reasonable right of access to the Land, without charge or fee, at any reasonable time, upon reasonable notice to Developer (which may be telephonic notice to 208-461-0022) to inspect the work being performed at the Land in connection with the initial development of the Project but shall not be obligated to do so and City shall not be liable for any failure to disclose any information discovered by City (or that could or should have been -16- 11086-0001 \23 04251 v3. doc discovered by any City inspection). The City shall also have the right at all reasonable times to inspect and copy the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. 3.6 Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Land in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards. 3.7 City and Other Governmental City Permits and Approvals. Before commencement of construction or development of any work of improvement on the Land, Developer shall (at Developer's expense) secure, or cause to be secured, the Building Permit. 3.8 No Discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements. 3.9 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition. 3.10 No Agency Created. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City is not an agent of Developer. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors. Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City. 3.11 Certificate of Completion. Upon Developer's completion of the construction of the Project, Developer will apply to the City for a Certificate of Completion (which shall be substantially in the form attached hereto as Exhibit "I" ). The City's issuance of the Certificate of Completion shall constitute the acknowledgement of the City that Developer has complied in all respects with its development obligations (and only the development obligations) set forth in this Article 3. Promptly following the City's issuance of a certificate of occupancy for the entire project, and provided that Developer is then in full compliance with all of its obligations under Article 3 of this Agreement, the City Manager shall execute, acknowledge and deliver the Certificate of Completion, which shall be recorded in the Official Records of Riverside County and shall include, in form reasonably acceptable to Developer, an express termination or reconveyance of the City's rights under Section 6.2.2(ii) of this Agreement and the Grant Deed. If the City Manager believes that the Developer is not in compliance with its obligations under this Article 3, the City Manager shall promptly specify the nature of such non-compliance by written notice to Developer. 3.12 Capital Replacement Reserve. Upon completion of the Project, Developer shall annually set aside $250 per unit or such greater amount as may be required by the Senior Project Loan documents delivered to City, from the gross rents received by the Project into a separate capital replacement reserve account identified in writing to City. Funds in the Capital Replacement Reserve shall be used only for capital repairs, improvements and replacements to the accepted accounting principles. The non -availability of funds in the Capital Replacement -17- 11086-0001 \23 04251 v3. doc Reserve does not in any manner relieve or lessen Developer's obligations to undertake any and all necessary capital repairs, improvements or replacements and to continue to maintain the Project in the manner prescribed in this Agreement or the Regulatory Agreements. 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS. 4.1 Restriction on Transfer of Developer's Rights and Obligations. Prior to issuance of a Certificate of Completion for the Project, Developer shall not sell, assign, transfer, mortgage, lease (except for leases/rental agreement that comply with the Regulatory Agreement, and that are conditioned upon Project completion), hypothecate, or convey (collectively, a "Transfer") the Project or any part thereof or any of Developer's rights or obligations hereunder, or agree to do so, or transfer fifty percent (50%) or more of the ownership interests in Developer in a single transaction or series of transactions, without the City's prior written consent, which consent may be granted or withheld in the City's sole and absolute discretion, except that the City's consent shall not be required for the admission of one or more tax credit limited partner(s) or execution of one or more deeds of trust and related instruments securing Developer's construction loan (provided a copy is given to City), a conveyance of the Project resulting from the foreclosure thereof (or a deed in lieu of such a foreclosure). Developer acknowledges that the identity of Developer is of particular concern to the City, and it is because of Developer's identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, and except for any Holder (defined in Section 4.2) Project, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement prior to the issuance of a Certificate of Completion. No transfer or assignment of Developer's interest hereunder without the City's prior written approval shall be deemed to release Developer from the obligations of Developer hereunder. 4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.2 to the contrary, Developer shall have the right to hypothecate its interest in the Land and the Project pursuant to one or more deeds of trust from an institutional lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the construction financing with permanent financing. Any institutional lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City referred to herein as a "Holder." 4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Holder. Such Holder shall have the right at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest. If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure. Such Holder shall not undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or complete the Improvements. Any Holder completing the Improvements must assume all rights and obligations of Developer under -18- 11086-0001 \23 04251 v3. doc this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City. 4.4 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Project, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Project, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. In the event of (i) a foreclosure sale under any such mortgage, deed of trust or other lien or encumbrance, (ii) a sale pursuant to any power of sale contained in any such mortgage or deed of trust, or (iii) a deed or other conveyance in lieu of any such sale, the purchaser or purchasers and their successors and assigns, and such portions of the Project shall be, and shall continue to be, subject to all of the conditions, restrictions and covenants of all documents and instruments recorded pursuant to this Agreement, including, without limitation, the restrictions set forth in the grant deed on such property from the City to Developer. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the City Manager. 4.5 Right of City to Cure. In the event of a default or breach by the Developer of a loan by a Holder prior to the completion of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Project or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any lien in favor of a Holder, and the City shall execute from time to time any and all documentation reasonably requested by the Developer to effect such subordination. 4.6 Right of City to Satisfy Other Liens. After the Close of Escrow and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Project or any portion thereof, and has failed to do so, in whole or in part, the City shall, upon prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; however, nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Land or any portion thereof to forfeiture or sale. 5. DEFAULT. REMEDIES AND TERMINATION. 5.1 Defaults. The occurrence of any or all of the following shall constitute a default ("Default") under this Agreement: 5.1.1 Developer's failure to perform its obligations on a timely basis as contained in the Schedule of Performance (as extended pursuant to Section 5.7), or any breach of this Agreement by any Party involving the payment of money, and the continuance of such -19- 11086-0001 \23 04251 v3. doc breach for a period of ten (10) days after the non defaulting Party has given written notice to the defaulting Party; 5.1.2 Except as otherwise provided in Section 5.1.1 hereof, a breach of any other term of this Agreement by any Party not involving the payment of money and failure of such Party to cure such breach within thirty (30) days after the non defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; 5.1.3 Developer's violation of Section 4.1; 5.1.4 Developer's failure or refusal to keep in force and effect any material permit or approval with respect to construction of the Project, and Developer's failure to cure such breach within thirty (30) calendar days after notice from the City of Developer's breach; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then Developer shall be deemed in Default only if Developer does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; or 5.1.5 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to cause such petition, appointment, or assignment to be removed or discharged within 180 days. 5.1.6 The failure to comply with any of the material requirements of Section 6 below; 5.1.7 If applicable under Section 2.5.18, the failure to maintain, or the cancellation of, any of the bonds described in Section 2.5.18 prior to the issuance of a Certificate of Completion. 5.1.8 The failure of Developer to apply for 9% tax credits in the second round for 2019 and both rounds for 2020 until awarded (provided that Developer, in its discretion, may apply for 4% tax credits instead of 9% tax credits after two unsuccessful 9% rounds), or the failure to deliver to City evidence of an application for tax credits after the application is submitted within ten (10) days of written request from City 5.2 Remedies. 5.2.1 Remedies Prior to the Close of Escrow. In the event of a Default by any Party prior to the Close of Escrow, the nondefaulting Party shall have the right to terminate this Agreement (provided it is not in Default of its obligation under this Agreement), by delivering written notice thereof to the defaulting Party. Such Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to, the right to -20- 11086-0001 \23 04251 v3. doe receive damages (excluding damages for lost profits) or to pursue an action for specific performance. 5.2.2 Remedies for Default After the Close of Escrow. In the event of a Default by any Party after the Close of Escrow, a non defaulting party shall be entitled to the following remedies, as applicable: (i) A defaulting Party shall be liable to the non defaulting Party for all damages, costs and losses incurred by the non defaulting Party, and the non defaulting Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to the right to receive damages or to pursue an action for specific performance; and (ii) Prior to the issuance of the Certificate of Completion, the City shall have the following right of reversion in the event that that Developer fails to timely complete grading, timely commence vertical construction, or timely complete the Improvements, all as required by the Schedule of Performance, subject to Force Majeure Delays. If Developer fails to timely complete grading, fails to timely commence restricted construction, or fails to timely complete the Improvements by the applicable deadlines in the Schedule of Performance (as extended by Force Majeure Delays), the City may terminate this Agreement and reenter and take possession of the Land and all Improvements thereon, and revest in the City title to the Property theretofore conveyed to the Developer (or its successors in interest) and the Improvements, take any and all actions necessary to commence and complete the enforcement of its reversionary interest, and in such event the Developer agrees to promptly take all actions and to execute all documents necessary to revert title to the Land and Improvements to the City free and clear of all liens and encumbrances created by or with the consent of Developer. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.The City Manager shall, however, execute (and cause to be duly acknowledged and delivered for recordation) a reasonable subordination agreement required by the lender of the Senior Project Loan subordinating such right of reversion to the deed of trust securing the Senior Project Loan. Upon re -vesting in the City of title to the Land and Improvements as provided in this Section, the City shall, use good faith efforts to resell the same pursuant to a disposition and development agreement, and upon such resale, the proceeds thereof shall be applied as follows: 1. First, to reimburse the City for any payment made by City to any holder of a lien on the Project or any parties thereof or interest therein to cause such lien to be released or reconveyed; -21- 11086-0001 \23 04251 vI doe 2. Second, to reimburse the City for all costs and expenses incurred by the City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture, management, and resale of the Land and Improvements and (but less any income derived by the City from any part of the Land in connection with such management); all taxes, installments of assessments payable prior to resale, and applicable water and sewer charges with respect to the Land and Improvements or any portion thereof; and expenditures made or obligations incurred with respect to the making or completion of the Project; and any amounts otherwise owed to the City by the Developer. 3. Third, to reimburse the City for other damages by reason of the Developer's default. 4. Fourth, to reimburse the Developer for: (a) The lesser of the reasonable cost or the fair market value of the improvements the Developer has placed on the Land or applicable portion thereof at the Developer's cost (i.e., using equity and not loan funds); less (b) The gains or income withdrawn or made by the Developer from the Land and Improvements. 5. Fourth, any balance remaining after such reimbursements shall be retained by the City as its property. 5.3 No Speculation. The rights established in this Article are to be interpreted in light of the fact that the City will convey the Land to Developer for development and operation of the Project thereon and not for speculation in undeveloped land or for construction of different improvements. 5.4 No Personal Liability. No representative, agent, attorney, consultant, or employee of the City shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement. 5.5 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the non defaulting Party; provided, however, that liquidated damages specified herein shall constitute the sole damages recoverable for the default giving rise to such liquidated damages. -22- 11086-0001 \23 04251 v3. doe 5.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party's right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction. 5.7 Force Majeure. Following the Close of Escrow, and notwithstanding anything to the contrary in this Agreement, nonperformance shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party (a "Force Majeure Delay"): (i) failure to perform by Developer attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; or (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance of the party affected for a period of time equal to any such prevention, delay or stoppage (except the obligations of either party to pay money to the other party or to close escrow) provided that the Party claiming the Force Majeure Delay notifies the other Party of the Force Majeure Delay within a reasonable time (not to exceed ten business days) after the commencement of the Force Majeure Delay. 6. INSURANCE: INDEMNITY. 6.1 Insurance. 6.1.1 From and after the Close of Escrow and for so long as title to the Land has not reverted to by the City, Developer shall obtain and maintain at no cost or expense to the City, with a reputable and financially responsible insurance company reasonably acceptable to the City, (i) after the opening of the Project for business, commercially reasonable casualty insurance for the Improvements in an amount not less than the replacement cost of the Improvements (subject to commercially reasonable deductibles) with a reasonable inflation rider; (ii) commercial broad form general liability insurance, insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Land, which liability insurance shall provide combined single limit protection of at least $2,000,000 and shall include a reasonable inflation rider, contractual liability coverage and products and completed operations coverage, and (iii) commercial automobile liability insurance of at least $1,000,000 combined single limit. Such liability insurance policies shall name the City and their council members, board members, officers, agents and employees as additional insureds. 6.1.2 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) "all risk" builder's risk insurance, including coverage -23- 11086-0001 \23 04251 v3. doc for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the City, and (ii) workers' compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Land by Developer, such builder's risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors', subcontractors', and construction managers' tools and equipment and property owned by contractors' and subcontractors' employees. 6.1.3 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00). 6.1.4 Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that any contractor with whom it has contracted for the performance of work on the Land or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. 6.1.5 With respect to each policy of insurance required above, Developer and each of Developer's general contractors, engineers and architects shall furnish to the City a certificate on the insurance carrier's form setting forth the general provisions of the insurance coverage promptly after written request by City showing the additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements. 6.1.6 All such policies required by this Section shall contain (i) language to the effect that the policies cannot be cancelled or materially changed except after thirty (30) days' written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights of subrogation against the City and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable. 6.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and officers of the City, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys' fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: (i) the validity of this Agreement; (ii) the development and construction by Developer of the Improvements on the Land or the use, ownership, management, occupancy, or possession of the Land during Developer's period of ownership of the Land; (iii) any breach or Default by Developer hereunder (subject to any liquidated damages provisions otherwise contained in this Agreement); -24- 11086-0001 \23 04251 v3. doe (iv) any of Developer's activities on the Land (or the activities of Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Land), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City. The City may in its discretion, and at their own cost, participate in the defense of any legal action naming the City. The provisions of this Section shall survive the Close of Escrow or the termination of this Agreement; or (v) claims for prevailing wages under or violation of California Labor Code Sections 1720 et seq. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement and as of the Close of Escrow that: (i) Developer is a limited partnership validly existing and in good standing under the laws of the State of California. (ii) Developer has duly authorized the execution and performance of this Agreement and the execution and performance of all of the closing documents set forth herein. (iii) Developer's execution and performance of this Agreement and the closing documents will not violate any provision of the Developer's partnership agreement or any deed of trust, lease, contract, agreement, instrument, order, judgment or decree by which Developer is bound. (iv) The Developer has not engaged a broker with respect to the purchase of the Land contemplated herein. 7.2 City Representation. The City hereby represents and warrants to the Developer that the City has not engaged a broker with respect to the purchase of the Land as contemplated herein. 8. GENERAL PROVISIONS. 8.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger. Notices shall be considered given upon the earlier of (a) one business day following deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (b) upon delivery or attempted delivery as shown on the return receipt if sent by certified mail. Notices shall be addressed as provided below for the respective Party; provided that if any Party gives notice in writing of a change of name or address, notices to such Party shall thereafter be given as demanded in that notice: -25- 11086-0001 \23 04251 v3. doe City: City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Manager Developer: Temecula Pacific Associates 430 East State Street, Suite 100 Eagle, ID 83616 Attn: Caleb Roope City hereby agrees to provide copies of any written notices to Developer's limited partners who shall have been identified in writing by Developer to City. City further agrees that any cure of any default made or tendered by any such limited partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments 8.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. 8.3 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where ever the context so requires. Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days. 8.4 Time of the Essence. Time is of the essence of this Agreement. 8.5 Warranty Against Payment of Consideration for Agreement. Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 8.6 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If the City is made a party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the City against, and save them harmless from, all costs, expenses (including reasonable attorneys' fees), claims, liabilities, -26- 11086-0001 \23 04251 v3. doc damages and losses incurred by the City in connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City. 8.7 Entire Agreement. This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof. 8.8 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. 8.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties, and there are no third party beneficiaries of this Agreement. No other person shall have any right of action based upon any provision of this Agreement. 8.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Riverside. If any legal action is commenced by Developer against the City, or by City against Developer, service of process on the City shall be made by personal service upon the executive director or secretary of the City, or in such other manner as may be provided by law. If any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service on the City Clerk at the City's address for notices, or in such other manner as may be provided by law. 8.11 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder (including, without limitation, the delivery and recordation of the Grant Deed) and the delivery of all consideration. 8.12 City Actions. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the City provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not change the fundamental business transaction between the Developer and the City, as determined by the City Manager in his reasonable discretion). 8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument. -27- 11086-0001 \23 04251 v3. doc IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written. DEVELOPER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partn By: Cal b Roope, Manager CITY: CITY OF TEMECULA ATTEST: Mayor [NEED COPIES OF LP-1 AND PARTNERSHIP AGT, AND DESIRED SIG BLOCK] Randi Johl, City Clerk APPROVED AS TO FORM: LN Bruce Galloway of Richards, Watson & Gershon, counsel to City -28- 11086-0001\2304251v1doc EXHIBIT "A" LEGAL DESCRIPTION OF LAND OWNED BY CITY Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 A-1 11086-0001 \23 04251 vI doe EXHIBIT "A-1" DESCRIPTION OF LAND OWNED BY DEVELOPER ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 11086-0001 \23 04251 v3. doc EXHIBIT `B" FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO, AND MAIL TAX STATEMENTS TO: Temecula Pacific Associates 430 East State Street, Suite 100 Eagle, ID 83616 Attn: Caleb Roope APN(s): 922-053-021-2, 922-053-048-7 (Space above for Recorder's Use) Exempt From Recording Fee Per Government Code Section 27383 Documentary transfer tax is $ , based on the full value of the property conveyed. GRANT DEED The undersigned grantor(s) declare(s): FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF TEMECULA "Grantor") hereby GRANTS to TEMECULA PACIFIC ASSOCIATES, a California limited partnership ("Grantee") the land (the "Land") located in the City of Temecula, County of Riverside, State of California described on Exhibit "A". SUBJECT TO, all matters of record and all matters visible upon inspection. 1. This grant of the Land is subject to the terms of a Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of June , 2019 (the "Agreement") the terms of which are incorporated herein by reference (and which include maintenance covenants, as well as the matters described in Section 2 and 3 below). A copy of the Agreement is available for public inspection at the offices of the Grantor at 41000 Main Street, Temecula, California 92590. 2. As provided in, and subject to the provisions contained in, Section 5.2.2 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Land hereby conveyed, with all improvements thereon and to terminate and revest in Grantor the Land hereby conveyed to the Grantee (or its successors in interest). 3. The Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the DDA, or the Land and the Improvements thereon or any part thereof, or of ownership interests in the Grantee in violation of the DDA, which contains restrictions on the assignment of the DDA and the transfer of interests in the Land. B-1 11086-0001 \23 04251 v3. doc 4. Grantee agrees, for itself, its successors and assigns, to refrain from restricting the rental, sale or lease of the land on any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or Improvements, nor shall the Developer himself or any such person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land. The foregoing covenants shall run with the land. All deeds, leases or contracts entered into by Grantee, its successors and assigns, or any successor -in -interest to all or any portion of or interest in the land shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses: 1. In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of B-2 11086-0001 \23 04251 v3. doc discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 3. In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 5. All covenants contained in this Grant Deed shall be covenants running with the land. Every covenant contained in this Grant Deed against discrimination contained in Section 4 of this Grant Deed shall remain in perpetuity. IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below. Dated: , 201 CITY OF TEMECULA By: Print Name: Title: B-3 11086-0001 \23 04251 v3. doc ATTEST: Randi Johl, City Clerk B-4 11086-0001 \23 04251 v3. doc A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On , before me, , (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) B-5 11086-0001 \23042510.doe EXHIBIT A TO GRANT DEED Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 B-6 11086-0001 \23 04251 vI doc EXHIBIT "C" FORM OF CITY LOAN PROMISSORY NOTE SECURED PROMISSORY NOTE 1201 Temecula, California FOR VALUE RECEIVED, the undersigned TEMECULA PACIFIC ASSOCIATES, a California partnership ("Maker" or "Developer"), having its principal place of business at , promises to pay to the order of the CITY OF TEMECULA, a municipal corporation ("Payee" or "City"), at 41000 Main Street, Temecula, CA 92590, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of ($) [PURCHASE PRICE AMOUNT; PLUS $698,281 OF DEFERRED CITY FEES; PLUS PERM. LOAN OF $1,301,719] (the "Original City Principal Amount"), together with interest on the unpaid principal amount of this promissory note (the "City Loan Note") from time to time outstanding at the "Applicable Interest Rate," as defined below, in lawful money of the United States of America. This City Loan Note is being delivered, and the loans evidenced hereby are being made, pursuant to the terms of a Disposition and Development Agreement between Developer and City ("DDA"). All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the DDA. As of the date of this City Loan Note, the sum of $ [PURCHASE PRICE PLUS DEFERRED FEES] of principal is outstanding; the remainder of the loan shall be disbursed by City upon or after completion of the project described in the DDA, upon the written request of Developer, as permanent financing to repay then -existing construction financing, subject to the terms and conditions in Section 2.2 of the DDA. "Applicable Interest Rate" means three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of. (i) seven percent (7%) per annum, simple interest, or (ii) the maximum rate permitted by applicable law. 1. Payments. Payments under this City Loan Note shall be due and payable as follow: Payments of fifty percent (50.00%) of all Residual Receipts ("City Portion") payable on April 15 after the first anniversary of completion of construction of the Project pursuant to the DDA, and each anniversary thereafter until this City Loan Note has been satisfied in full. Payments shall first be applied to accrued interest, then to the first $698,281.00 of principal (representing deferred City fees), then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of (i) a default under the DDA, the Regulatory Agreement entered pursuant to the DDA, or the deed of trust securing this City Loan Note not cured within the applicable cure period after delivery of required notice; (ii) as provided in Section 4 below; (iii) with respect to the first $698,281.00 of principal, thirty (30) years after the date of this City Loan Note; and (iv) fifty-five (55) years after the date of this City Loan Note (the "City Maturity Date"). C-1 11086-0001 \23 04251 vI doc 2. Secured by Deed of Trust. Repayment of this City Loan Note is secured by a deed of trust (the "City Loan Deed of Trust") of this date executed by Maker for the benefit of Payee encumbering the property described in the City Loan Deed of Trust (the "Property" or "Site"). 3. Prepayment. Maker shall have the right to prepay amounts owing under this City Loan Note at any time, without penalty or premium. 4. Due on Sale or Encumbrance. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term "Transfer" means and includes the direct or indirect sale, transfer, conveyance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or the lease of all or substantially all of the Property or of all or substantially all of the improvements located thereon. Transfer shall not include the sale, transfer, assignment, pledge, hypothecation or encumbrance by Developer's limited partner of its partnership interest to the extent permitted by the DDA, nor shall Transfer include the removal of any general partner of Developer by the limited partner for cause and the replacement of such removed general partner by another person or entity in accordance with the terms of Developer's partnership agreement to the extent permitted by the DDA. "Transfer" shall not include a Transfer permitted in the DDA so long as Trustor complies with the provisions of the Regulatory Agreement relating to such leasing activity. "Transfer" shall not include the leasing of individual Units on the Property. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer. 5. Miscellaneous. (a) Governing Law. All questions with respect to the construction of this City Loan Note and the rights and liabilities of the parties to this City Loan Note shall be governed by the laws of the State of California. (b) Binding on Successors. This City Loan Note shall inure to the benefit of, and shall be binding upon, the successors and assigns of each of the parties to this City Loan Note. (c) Attorneys' Fees. (i) Maker shall reimburse Payee for all reasonable attorneys' fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee's rights under this City Loan Note, including, without limitation, reasonable attorneys' fees, costs and expenses for trial, appellate proceedings, out -of -court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys' fees, costs and expenses incurred to protect Payee's security and attorneys' fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term "expenses" means any C-2 11086-0001 \23 04251 v3. doc expenses incurred by Payee in connection with any of the out -of -court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding. (ii) Payee shall also be entitled to its attorneys' fees, costs and expenses incurred in any post judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this City Loan Note into any judgment on this City Loan Note. (d) Entire Agreement. This City Loan Note and the relevant provisions of the DDA constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written. (e) Time of the Essence. Time is of the essence with respect to every provision hereof. (f) Waivers by Maker. Except as otherwise provided in any agreement executed in connection with this City Loan Note, Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this City Loan Note or in any proceeding against any of the rights or interests in or to properties securing payment of this City Loan Note. (g) Non -waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this City Loan Note or the City Loan Deed of Trust shall constitute a waiver of any breach, default, or failure of condition under this City Loan Note, the City Loan Deed of Trust or the obligations secured thereby. A waiver of any term of this City Loan Note, the City Loan Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this City Loan Note and the terms of any other document related to the loan evidenced by this City Loan Note, the terms of this City Loan Note shall prevail. (h) Non -Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the DDA, Regulatory Agreement or Deed of Trust shall be a non - recourse obligation of Borrower, such that neither Borrower nor any partner of Borrower shall have any personal obligation to make any payments or perform any other obligations of Borrower. (i) Cure by Limited Partners. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited C-3 11086-0001 \23 04251 v3. doc partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners. TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partner Caleb Roope, Manager C-4 11086-0001 \23 04251 vI doe EXHIBIT "D" FORM OF CITY LOAN DEED OF TRUST WHEN RECORDED MAIL TO: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: City Clerk with a copy to: Temecula Pacific Associates 430 East State Street, Suite 100 Eagle, ID 83616 Attn: Caleb Roope APN(s): 922-053-021-2; 922-053-048-7; 922-053-047-6 SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, dated as of , 201_, among TEMECULA PACIFIC ASSOCIATES, a California limited partnership, herein called TRUSTOR, whose address is: 430 East State Street, Suite 100, Eagle, ID 83616 FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and the CITY OF TEMECULA, a municipal corporation, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Temecula, County of Riverside, State of California, described as: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing payment of the sum of $ with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof. A breach or default under the promissory note or a breach or default under the Affordability Restrictions and Regulatory Agreement between Beneficiary and Trustor ("Regulatory Agreement"), or under any obligation to which this deed of trust is subordinated, shall be deemed to constitute a default hereunder. D-1 11086-0001 \23 04251 v3. doc To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in San Bernardino County in Book 3778, Page 347 in the Official Records of said County, shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. TRUSTOR: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partner LIM Caleb Roope, Manager D-2 11086-0001 \23 04251 v3. doe A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D-3 11086-0001 \23042510.doc EXHIBIT A LEGAL DESCRIPTION Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 D-4 11086-0001 \23 04251 v3. doc EXHIBIT B RIDER TO DEED OF TRUST Exhibit B to Deed of Trust with Assignment of Rents dated as of , 201, executed by TEMECULA PACIFIC ASSOCIATES, a California limited partnership, as "Trustor", to First American Title Insurance Company, a California corporation, as Trustee, for the benefit of the City of Temecula, a municipal corporation, as `Beneficiary" ("Deed of Trust"). 1. DUE ON SALE OR ENCUMBRANCE. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term "Transfer" means and includes the direct or indirect sale, transfer, conveyance, mortgage, further encumbrance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract, sales agreement or similar instrument affecting all or a portion of the Property, granting of an option to purchase any portion of or interest in the Property or any interest therein, or the lease of all or substantially all of the Property or of all or substantially all of the improvements situated on the Property. "Transfer" shall not include a Transfer permitted in the DDA so long as Trustor complies with the provisions of the Agreement relating to such activity and such transfers are permitted under the Regulatory Agreement. "Transfer" shall not include the leasing of individual dwelling units on the Property. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer. 2. NOTICE AND CURE RIGHTS BY LIMITED PARTNERS. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments. D-5 11086-0001 \23 04251 v3. doc CERTIFICATE OF ACCEPTANCE (for Deed of Trust) This is to certify that the fee interest in real property conveyed under the foregoing Deed of Trust by TEMECULA PACIFIC ASSOCIATES, a California limited partnership. is hereby accepted by the City Manager of the City of Temecula (the "City") on behalf of the City Council of the City pursuant to authority conferred by action of the City Council on , 2019, and the Grantee consents to recordation thereof by its duly authorized officer. CITY OF TEMECULA, a municipal corporation , City Manager D-6 11086-0001 \23 04251 vI doc A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D-7 11086-0001 \23 04251 vI doe EXHIBIT "E" SCHEDULE OF PERFORMANCE This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein. Action Date / Deadline Items 1 — 10 Relate to Developer Actions and Requirements Prior to or through/at the Close of Escrow 1. Opening of Escrow. The Parties shall Within five (5) business days after the award of open escrow with the Escrow Holder. tax credits. 2. Preliminary Project Budget. The Prior and as a condition to Close of Escrow. Developer shall submit a preliminary Project Budget for the Improvements. 3. Final Plans and Specifications. The Prior and as a condition to Close of Escrow. Developer shall submit the Final Plans and Specifications for City approval. 4. Building Permits. The Developer shall Prior and as a condition to the Close of Escrow. obtain the Building Permit for the construction of the Improvements. 5. Construction Contract. The Developer Prior and as a condition to the Close of Escrow. shall submit the construction contract for the construction of the Improvements to the City for approval. 6. Performance and Payment Bonds. The Prior and as a condition to the Close of Escrow. Developer shall deliver to the City copies of the required performance and payment bonds. 7. Insurance. The Developer shall submit Prior and as a condition to the Close of Escrow. evidence of insurance to the City. 8. Project Budget. The Developer shall Prior and as a condition to the Close of Escrow. submit the Project Budget to City together with reasonable evidence that all equity required will be available at the Closing. E-1 11086-0001 \23 04251 v3. doc Action Date / Deadline 9. Tax Credit Applications/Award. Developer must apply for 9% tax credits in the second record for 2019 and both records for 2020 (until awarded) and must provide evidence thereof to City, and form a limited partnership to provide for investment of tax credit -based equity, and deliver a copy of the partnership agreement to City. Developer must be awarded tax credits and must provide evidence thereof to City prior (and as a condition) to Close of Escrow. 10. Tax Credit Equity. All tax credit equity Prior and as a condition to Close of Escrow. must have been invested in the Developer entity and available for Project Costs, as shown by reasonable evidence delivered to City Items 11-15 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow 11. Close of Escrow. The Developer shall Within seven (7) months after award of tax purchase the Land from the City and credits, but not later than July 1, 2023. shall concurrently close the Construction Loan. 12. Commencement of Construction. No later than 30 days after the Close of Escrow. Developer shall substantially commence the Improvements. 13. Completion of Grading. Developer shall Not later than six (6) months following the substantially complete the grading for commencement of construction. the Project. 14. Commencement of Vertical Not later than eight (8) months after the Construction. Developer shall commencement of construction. commence vertical construction. 15. Completion; Qualification for Certificate No later than fourteen (14) calendar months after the commencement of construction. of Completion. The Project shall be completed and shall qualify for a Certificate of Completion. E-2 11086-0001 \23 04251 v3. doc EXHIBIT "F" SCOPE OF DEVELOPMENT [Sixty (60) apartment rental homes, 3-story building(s) with elevator, 1,650 SF community room to include property management office, tot lot, space for service provider, space for Family gathering, games, etc., bathrooms for residents and management employees, washer/dryer per TCAC requirements, pool, plaza with BBQ, maintenance storage/working area for property management. Seven (7) one -bedrooms and Thirty -Two (32) two -bedrooms and Twenty -One (21) three - bedrooms. One unit for the on -site manager. At least 102 parking spaces. F-1 11086-0001 \23 04251 vI doe EXHIBIT "G" FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS (Attached.) G-1 11086-0001 \23 04251 vI doc RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: City Clerk with a copy to: APN(s): 922-053-021-2, 922-053-048-7, and 922-053-047-6 Exempt From Recording Fee Pursuant to Government Code § 27383 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the "Site") which require that the Site be developed as an affordable rental housing development (the "Project") and that all of the units be rented to and occupied by persons and households of limited income at affordable rents. Title of Document Containing Affordable Housing Restrictions: Affordability Restrictions and Regulatory Agreement (Low/Mod Set -Aside Funds) ("Agreement"). Parties to Agreement: ("Developer") and the City of Temecula ("City"). The Agreement is recorded concurrently with this Notice, in the Official Records of Riverside County. Legal Description of Site: See Exhibit "A" attached hereto and incorporated herein by this reference. Site Location: Assessor's Parcel Number of Site: 922-053-021-2, 922-053-048-7 and 922-053-047-6 Summary of Agreement: G-2 11086-0001 \23 04251 vI doe o The Agreement requires Developer to develop a sixty (60) unit (each, a "Unit") rental housing project on property being acquired by Developer from the City. o The Agreement restricts the rental of 10 Units ("Required Affordable Units"), which are required to be rented to and occupied by Extremely Low Income Households, Very Low Income Households and Low Income households, whose annual income generally cannot exceed 30%, 50% or 60% (respectively) of Area Median Income for the Riverside County area, adjusted for household size. o The Agreement requires that a preference be provided for 12 Units to households with Special Needs, meaning households with at least one autistic child, to the extent not in violation with any state or federal law (including any fair housing or equal protection laws). o Area Median Income limits (or "AMI") are all as established and as published periodically by the California Department Of Housing and Community Development. o The Agreement restricts the rents that may be charged to households occupying Required Household Units to the following maximum rents ("Affordable Rent"): • Affordable Rent for Extremely Low Income Households shall be 30% x 30% of AMI for a household size appropriate to the unit, including a reasonable utility allowance; • Affordable Rent for Very Low Income Households shall be 30% x 50% of AMI for a household size appropriate to the unit, including a reasonable utility allowance; • Affordable Rent for Low Income Households shall be 30% x 60% of AMI for a household size appropriate to the unit, including a reasonable utility allowance; • Household size appropriate to the unit shall be two persons for a one bedroom unit, three persons for a two bedroom unit, and 4 persons for a three bedroom unit. • The term of the Agreement is fifty-five (55) years from the date of the City's issuance of a Final Certificate of Occupancy for the Project. This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Site. G-3 11086-0001 \23 04251 v3. doc This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4), and shall be indexed against Developer. Date: , 201 CITY OF TEMECULA By: Print Name: City Manager G-4 11086-0001 \23 04251 vI doc A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) G-5 11086-0001 \23042510.doc EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS G-6 11086-0001 \23 04251 v3. doe SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 G-7 11086-0001 \23 04251 v3. doc EXHIBIT "H" FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: City Clerk with a copy to: Temecula Pacific Associates 430 East State Street, Suite 100 Eagle, ID 83616 Attn: Caleb Roope APN(s): 922-053-021-2, 922-053-048-7 and 922-053-047-6 (Space above for Recorder's Use.) This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT (Low -Mod Set Aside Funds) These AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT ("Regulatory Agreement") is hereby entered, effective as of , 20_, by and among the CITY OF TEMECULA, a municipal corporation ("City"), and TEMECULA PACIFIC ASSOCIATES, a California limited partnership ("Developer") (City and Developer are sometimes collectively referred to herein as the "Parties."). RECITALS WHEREAS, City and Developer have entered into that certain unrecorded Disposition and Development Agreement dated as of , 2019 (the "DDA") for the improvement and development of certain real property described in Exhibit "A" (to which this Regulatory Agreement is attached) as the "Site", which DDA provides for the recordation of this Regulatory Agreement. The DDA is incorporated herein by this reference, and any capitalized term not defined herein shall have the meaning established therefor in the DDA. H-1 11086-0001 \23 04251 v3. doc WHEREAS, the former Temecula Redevelopment Agency acquired the Site using its low/mod income housing set aside funds, and upon dissolution of the Temecula Redevelopment Agency, the Site was conveyed by operation of law to the City as successor to the housing assets of the former Temecula Redevelopment Agency. WHEREAS, it is contemplated under the DDA that, as of the recordation of this Regulatory Agreement, Developer has acquired or shall concurrent with the recording hereof acquire fee title from the City to the "Site". The form of the grant deed under which Developer shall take title under the DDA is referenced to as the "City Grant Deed." WHEREAS, the DDA sets forth certain restrictive covenants applicable to the Site, particularly the use of the Site for the provision of ten (10) Units available to Extremely Low Income Households, Very Low Income Households, and Low Income Households at Affordable Rents as those terms are defined therein, and for a preference that 12 Units being rented to households with Special Needs (as defined below) to the extent allowed by applicable law, and an unrestricted manager's unit. WHEREAS, City and Developer wish to adopt this Regulatory Agreement to further govern the use of the Site in conjunction and along with the DDA and to ensure that the City complies with applicable law. NOW, THEREFORE, City and Developer (as owner of real property interests described hereinabove), declare that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, conditions and restrictions hereinafter set forth expressly and exclusively for the use and benefit of said property. Each and all of the restrictions, limitations, conditions, covenants, liens, reservations and charges herein contained shall run with the land and be recorded on the property title and shall be binding on Parties, their grantees, successors, heirs, executors, administrators, devisees or assigns, and all subsequent owners of all or any part of the Site, during the term of this Regulatory Agreement. ARTICLE I DEFINITIONS The definitions provided herein shall be applicable to this Regulatory Agreement and also to any amendment or supplement (unless the context implicitly or explicitly shall prohibit), recorded against the Site pursuant to the provision of this Regulatory Agreement. Section 1. "Affiliated Person" means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member,. Section 2. "Affordable Housing Development" means an affordable housing project operated in conformity with this Regulatory Agreement throughout the Required Covenant Period. Section 3. "Affordable Rent", per month, means, for an Extremely Low Income Household, a monthly rent (including a reasonable utility allowance) that does not exceed thirty percent (30%) of thirty percent (30%) of Median Income for a household size approximate to the H-2 11086-0001 \23 04251 v3. doc Unit; for a Very Low Income Household, a monthly rent (including a reasonable utility allowance) which does not exceed one -twelfth (1/12th) of thirty percent (30%) of fifty percent (50%) of Median Income for a household size appropriate to the Unit; and for a Low Income Household, a monthly rent (including reasonable utility allowance) which does not exceed one - twelfth (1/12th) of thirty percent (30%) of sixty percent (60%) of Median Income for a household size of appropriate to the Unit. Section 4. "Approved Housing Development" means all improvements as provided to be developed by Developer under the DDA. The Approved Housing Development must be completed in strict conformity with all specifications contained in or referred to in the DDA. Section 5. "Area" means the San Bernardino -Riverside Primary Metropolitan Statistical Area, as periodically defined by HUD. Section 6. "Certificate" or "Certification" is defined in Section 3(a). Section 7. "City", as defined in the first paragraph hereof, means the City of Yucaipa, a municipal corporation. Section 8. "Cites" means and refers to the City of Temecula Municipal Code, as revised from time to time. Section 9. "City Grant Deed" means a grant deed in the form attached to the DDA. Section 10. "Common Areas" means all areas on the Site that are open or accessible to all tenants of the Site (such as grounds, but excluding interiors of Units). Section 11. "Extremely Low Income Household" means a household earning not greater than the extremely low income limit for Riverside County, adjusted for household size, pursuant to Health and Safety Code Section 50106. Section 12. "Household size appropriate to the unit" shall be two persons for a one bedroom unit, three persons for a two bedroom unit, and four persons for a three bedroom unit. Section 13. Gross Income" means all payments from all sources received by a person (together with the gross income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) whether in cash or in kind as calculated pursuant to the Department of Housing and Urban Development ("HUD") Regulations (24 C.F.R. § 813) and 25 California Code of Regulations Section 6914. Section 14. "Low Income Household" or "Lower Income Household" means a household earning not greater than the lower income household limit for Riverside County described in Health and Safety Code Section 50079.5 that is not a Very Low Income Household or Extremely Low Income Household. Section 15. "Low Income Unit" or "Lower Income Unit" means a Unit occupied at Affordable Rent by a Low Income Household. H-3 11086-0001 \23 04251 v3. doc Section 16. "Map of the Site" means Exhibit B hereto. Section 17. "Median Income" or "Median Income for the Area" means the median income for the Sites most recently determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, or, if programs under Section 8 are terminated, Median Income for the Area determined under the method used by the Secretary prior to such termination. Such Median Income is published at 25 California Code of Regulations Section 6932, as modified from time to time. Section 18. "Prescribed Income Levels" means the following: Type Income of Household Number of Units as Percentage of AMI 1BR/1BA 30% 3 1BR/1BA 50% 1 1BR/1BA 60% 2 2BR/1BA 40% 3 3BR/2BA 40% 1 Section 19. "Regulatorygreement" means this Regulatory Agreement and any amendments, modifications or supplements. Section 20. "Rental Development" means the sixty (60) Unit residential rental development on the Site. Section 21. "Required Affordable Unit" means any of the ten (10) of the dwelling units in the Rental Development, as constructed under the DDA, and available to, occupied by, or held vacant for occupancy only by tenants qualifying as Extemely Low Income Households, Very Low Income Households and Low Income Households and rented at Affordable Rent. (One dwelling unit is a manager's unit.) Section 22. "Required Covenant Period" means the period commencing on the date all Required Affordable Units have been completed as evidenced by the City's issuance of a Final Certificate of Occupancy for the Rental Development, and ending as of the fifty-fifth (55th) anniversary thereof. Section 23. "Site" means all of the real property and appurtenances as described in the Recitals above, including all structures and other improvements thereon, and those hereafter constructed. Section 24. "Special Needs" means a household with one or more autistic children. Section 25. "Unit" means a dwelling unit on the Rental Development. H-4 11086-0001 \23 04251 v3. doc Section 26. "Very Low Income Households" means households earning not greater than the very low income limit for Riverside County, adjusted for household size, pursuant to Health and Safety Code Section 50105. Section 27. "Very Low Income Unit" means a Unit occupied at Affordable Rent by a Very Low Income Household. Section 28. "Very Low Income Required Units" means the Required Affordable Units which are required to be rented to Very Low Income Households at Affordable Rent for Very Low Income Households. Section 29. "Year" means a calendar year, excepting that the last Year hereunder shall be deemed to end as of the expiration of this Regulatory Agreement. ARTICLE II LAND USE RESTRICTIONS; IMPROVEMENTS Section 1. Uses. Developer shall develop the Approved Housing Development on the Site in conformity with the DDA. Thereafter, the Site shall be operated as an Affordable Housing Development and devoted only to the uses specified in the DDA and the City Grant Deed for the periods of time specified herein. All uses conducted on the Site, including, without limitation, all activities undertaken by Developer pursuant to the DDA, shall conform to all applicable provisions of the City Code and the City Approvals. The Site shall be used, maintained and operated in accordance with the DDA, the City Grant Deed, and this Regulatory Agreement for the Required Covenant Period. None of the units in the Rental Development shall at any time be utilized on a transient basis nor shall the Rental Development or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court or park. No part of the Site, from the date Developer acquired the Site, has been or will at any time be owned or used as a cooperative housing corporation or a community apartment project or a stock cooperative. Section 2. Affordable Housing. Special Needs. Throughout the Required Covenant Period, to the extent not in violation with any state or federal law (including any fair housing or equal protection laws), Developer shall use commercially reasonable efforts to provide a preference for 12 of the Units to be rented to households with Special Needs ("Special Needs Units") on the following basis: a. The Special Needs Units shall be interspersed throughout the Project, and may be comprised of Required Affordable Units at Developer's discretion. b. Developer shall engage a nonprofit social service organization ("Social Service Entity") reasonably acceptable to and approved by the City to identify, qualify and maintain a waitlist of households with Special Needs who desire to reside in the Project. The Developer shall also submit additional information about the background, experience, and financial condition of anyproposed Social Service Entity as is reasonably necessary for the City to determine whether the proposed Social Service Entity is qualified. If the City approved the proposed Social Service Entity, the City shall notify the Developer in writing. H-5 11086-0001 \23 04251 v3. doc c. Developer shall, or shall direct the Social Service Entity to, contact households on the waitlist for intial occupancy of the Special Needs Units and thereafter as any such units become vacant. In addition, such households shall be required to statisfy all of the standard requirements and criteria of Developer or its property manager to qualify tenants, including the income restrictions set forth herein. d. To the extent that there are insufficient qualified households on the waitlist at any time when there are less than 12 units occupied by Special Needs households, Developer shall, or shall direct the Social Service Entity to, identify additional qualified Special Needs households for the Unit; provided however that if such households are not identified despite Developer's reasonable efforts, or if the available Unit is not appropriate for the size or other particular requirements of the Special Needs household, then such Unit may instead be rented to any qualified household, and the next vacant Unit shall instead become available for a Special Needs household under the provisions set forth hereinabove. e. Upon written request by the City, but no more frequently than bi-annually unless the City has reason to believe that Developer is in default hereunder, Developer shall provide a written certification to the City evidencing compliance with the aforementioned provisions, including a copy of the then current waidist. In addition, City shall have the right to contact the Social Service Entity at any time, and from time to time, to verify compliance. Affordability Restrictions. Throughout the Required Covenant Period, the Developer shall cause the Required Affordable Units to be rented in accordance with the definition of "Prescribed Income Levels" in Section 18 at Affordable Rents. Except to the extent prohibited by federal law, in the event a household's income initially complies with the corresponding income restriction but the income of such household increases, such increase shall not be deemed to result in a violation of the restrictions of this Regulatory Agreement concerning limitations upon income of occupants, provided that the occupancy by such household is for a reasonable time of not to exceed three hundred sixty-five (365) days (measured from the time the income of the household ceases to qualify at the designated affordability level). Developer shall include in its rental agreements provisions which implement this requirement and limitation, and Developer shall expressly inform prospective renters as to this limitation prior to the commencement of a tenancy. Duration of Affordability Requirements. The restrictions shall apply throughout the Required Covenant Period. All tenants residing in any Required Affordable Unit for which rents are limited by virtue of this Regulatory Agreement or pursuant to other regulation during the last two (2) Years of the Required Covenant Period shall be given notice by Developer at least once every six (6) months prior to the expiration date of this requirement, that the rent payable on such Required Affordable Unit may be raised to a market rate rent at the end of the Required Covenant Period. Selection of Tenants. Developer shall demonstrate to City that the proposed tenants of the Required Affordable Unit of the Extremely Low Income Units constitute Extremely Low Income Households; that the proposed tenants of Very Low Income Required Units constitute Very Low Income Households; and that the proposed tenants of the Low Income Required Units constitute Low Income Households. H-6 11086-0001 \23 04251 v3. doc Prior to the rental or lease of a Required Affordable Unit to a tenant, and as set forth in this Section 2 of Article II of this Regulatory Agreement, Developer shall require the tenant to execute a written lease and to complete an Income Verification certifying that the tenant(s) occupying the Unit is/are in the appropriate income category. Developer shall verify the income of the tenant(s). Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. Developer shall not apply selection criteria to Section 8 certificate holders which are more burdensome than criteria applied to any other prospective tenants. Determination of Affordable Rent for the Required Affordable Units. The Required Affordable Units shall be rented or leased at Affordable Rent. The maximum monthly rental for the Required Affordable Units shall be adjusted annually as permitted by Section 50053 of the California Health and Safety Code based on the annual adjustment to the Median Income for the Area established pursuant to Section 50093 of the California Health and Safety Code, as more particularly set forth in the Affordable Rent Worksheet. DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL FOR THE REQUIRED AFFORDABLE UNITS ESTABLISHED BY THE DDA, THIS REGULATORY AGREEMENT AND THE CITY GRANT DEED IS SUBSTANTIALLY BELOW THE FAIR MARKET RENT FOR THE REQUIRED AFFORDABLE UNITS. Section 3. Developer Verification and Program Compliance. Income and Age (Verification and Certification. Developer will obtain and maintain on file an Income and Age Verification from each tenant (for every Unit on the Site), dated immediately prior to the initial occupancy of such tenant in the Required Affordable Unit. On June 15 following the completion of the Development, Developer shall file with Authority or its designee a Certificate, containing all information required pursuant to Health and Safety Code Section 33418. Each Certificate shall cover the immediately preceding Year. Developer shall maintain on file throughout the Required Covenant Period each tenant's executed lease and Income and Age Verification and rental records for the Required Affordable Units. Developer shall maintain complete and accurate records pertaining to the Required Affordable Units, and will permit any duly authorized representative of City to inspect the books and records of Developer pertaining to the occupancy of the Required Affordable Units. Developer shall prepare and submit to City annually commencing the June 15 first following the recording of the City Grant Deed and continuing throughout the Required Covenant Period, a Certificate of Continuing Program Compliance. Such documentation shall state for each Unit, the Unit size, the rental amount, the number of occupants, and the income of the occupants and any other information which may be used to determined compliance with the terms of this Regulatory Agreement. In addition, as part of its annual report, at City's request, but not less frequently than prior to each initial and subsequent rental of each Required Affordable Unit to a new tenant household (but not lease renewals) and annually thereafter, Developer shall also provide to City H-7 11086-0001 \23 04251 v3. doc completed income computation, asset evaluation, and certification forms, for any such tenant or tenants, in substantially the form provided by City from time to time. Developer shall obtain an annual certification from each household of each Required Affordable Unit demonstrating that such household is an Extremely Low Income Household, or Low Income Household, as applicable. Developer shall verify the income certification of each tenant household. Developer shall submit to City copies of any and all tenant income and occupancy certifications upon request of City. City may request (and Developer shall provide) additional documentation to assist City's evaluation of Developer's compliance with this Agreement, if determined to be necessary in the reasonable discretion of the Executive Director, specifically including (without limitation) any documentation or additional certifications that may be necessary to verify compliance with all requirements from all funding sources, and each tenant's status as to each Required Affordable Unit. This requirement is in addition to and does not replace or supersede Developer's obligation to annually submit the Certificate of Continuing Program Compliance to City. Further, City has the right, but not the obligation to monitor compliance with respect to each tenant household at the Rental Development, and City's election to monitor some, but not all, of the Units shall not constitute a waiver of City's right to monitor and enforce compliance with respect to all Units in the future. Verification of Income of New and Continuing Tenants. Gross income calculations for prospective (and continuing) tenants shall be determined in accordance with 25 Cal. Code Regs. Section 6914. Developer shall verify the income and information provided in the income certification of the proposed tenant as set forth below. (a) Developer shall verify the income of each proposed tenant of the Required Affordable Units and by at least one of the following methods as appropriate to the proposed tenant: (i) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods; (ii) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed; (iii) obtain an income verification certification from the employer of the person; (iv) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies; or (v) obtain an alternate form of income verification reasonably requested by Authority, if none of the above forms of verification is available to Developer. Verification Regarding Eligibility of New Tenants. Developer shall retain documentation regarding the eligibility of each new tenant household. Reporting Amounts. In the event Developer fails to submit to City or its designee the Certification as required by Section 3(a), Developer shall be in noncompliance with this Regulatory Agreement. H-8 11086-0001 \23 04251 v3. doc Section 4. Management of the Rental Development. Manager. The Rental Development shall at all times be managed by an experienced manager (the "Manager") reasonably acceptable to the City, with demonstrated ability to operate residential developments like the Rental Development in a manner that will provide decent, safe, and sanitary housing. The Developer shall submit for the City's approval the identity of any proposed Manager. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the City to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the City shall approve the proposed Manager by notifying Developer in writing. Performance Review. The Developer shall cooperate with the City in an annual review of management practices, in connection with which the City shall have the right to review and approve the annual operations and management budget; provided, however, that the City reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the City to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement. Replacement of Manager. (i) If, as a result of the annual review, the City determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the requirements and standards of this Agreement, the City shall deliver notice to the Developer of its intention to cause replacement of the Manager. Within fifteen (15) days of receipt by the Developer of such written notice, the City and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Rental Development, including, without limitation, replacement of the Manager. (ii) If, after such meeting, the City elects to proceed with the replacement of the Manager, the City shall so notify the Developer in writing within fifteen (15) days following the meeting. Thereupon, the Developer shall promptly dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. City shall have the right to disapprove the replacement Manager within thirty (30) days, and in such case Developer shall promptly dismiss the replacement Manager and appoint another replacement Manager meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. Notwithstanding the foregoing, the City's approval rights shall be subject and subordinate to the rights of senior lender under the senior deed of trust. (iii) Any contract for the operation or management of the Property entered into by the Developer shall provide that the contract can be terminated as set forth above. The Developer agrees that the Rental Development shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Rental Development. H-9 11086-0001 \23 04251 v3. doc Annual Inspection. Subject to the rights of the occupants of the Units, City shall have the right to perform an annual on -site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Developer is managing the Rental Development in accordance with the requirements of this Agreement. Annual Budget. Developer shall submit or shall cause its Property Manager to submit to the City Manager on or before the completion of the Rental Development, and each anniversary thereof, an annual budget for the ongoing operation of the Rental Development for approval by City, which will not be unreasonably withheld. At the City's request, delivered within thirty (30) days after receipt of the budget, each of Developer and the City shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. Management of Property. Developer shall be completely responsible for the management, administration and operation of the Rental Development including, but not limited to the hiring and discharge of employees, salaries and all other related Rental Development expenses, maintenance and repairs, including capital expenditures, the financial operations of the Rental Development, the rental and re -rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an Developer in a typical multi -family residential housing Rental Development. Reserves. The Developer will maintain replacement reserves in accordance with the DDA and will not withdraw funds from such reserves without the consent of the City, which will not be unreasonably withheld, subject and subordinate to the rights of the senior mortgage lender. Manager's Failure to Perform. In the event the manager appointed by Developer for management of the Rental Development fails to perform the obligations imposed upon Developer by this Section, such failure shall constitute a default under Section 10 hereof, and if Developer shall fail to cure such default as provided in Section 10 hereof, then City shall have the right, in addition to any other remedies of City, to require Developer, upon thirty (30) days' prior written notice, to appoint a substitute management City, reasonably acceptable to both City and Developer, subject and subordinate to the rights of the senior mortgage lender. Gross Mismanagement. During the Required Covenant Period, in the event of "Gross Mismanagement" (as defined below) of the Development, any acts of Gross Mismanagement shall cease immediately upon written notice from the City Manager, and any omissions constituting Gross Mismanagement shall be corrected within thirty (30) days after written notice from the City Manager. If such an act or omission is not timely ceased/cured, then, Developer shall within sixty (60) days replace the Property Manager with a new property manager reasonably acceptable to the City Manager, subject to the rights of the senior mortgage lender. For purposes of this Agreement, the term "Gross Mismanagement" means management of the Development in a manner which materially violates the terms and/or intention of this Agreement to operate a first quality affordable housing complex, and shall include, but is not limited to, any one or more of the following: H-10 11086-0001 \23 04251 v3. doe (a) Leasing to tenants who exceed the prescribed income levels; (b) Subject to fair housing laws, allowing tenants to exceed the prescribed occupancy levels without taking immediate action to stop such overcrowding; (c) Under -funding required reserve accounts; (d) Failing to submit timely and/or adequate annual reports to Authority as required herein; (e) Failing to comply with this Regulatory Agreement; (f) Fraud or embezzlement of Development funds, including without limitation funds in the reserve accounts; (g) Failing to fully cooperate with the Temecula Police Department or other local law enforcement agency(ies) with jurisdiction over the Development, in maintaining a crime -free environment within the Development; (h) Failing to fully cooperate with the Temecula Fire Department or other local public safety agency(ies) with jurisdiction over the Development, in maintaining a safe and accessible environment within the Development; and (i) Failing to fully cooperate with the Temecula Planning and Building and Safety Department, or other local health and safety enforcement agency(ies) with jurisdiction over the Development, in maintaining a decent, safe and sanitary environment within the Development. Developer is obligated and shall use commercially reasonable efforts to correct any defects in property management or operations at the earliest feasible time. Code Enforcement. Developer acknowledges and agrees that City and its employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Development and the individual dwelling units at the Development (and not limited to the Required Affordable Units), both exterior and interior, at reasonable times and upon reasonable notice (not less than 48 hours prior notice, except in an emergency) to Developer and/or an individual tenant. If such notice is provided by Authority representative(s) to Developer, then Developer shall immediately and directly advise any affected tenant of such upcoming inspection and cause access to the area(s) and/or Units at the Rental Development to be made available and open for inspection. Developer shall include express advisement of such inspection rights within the lease/rental agreements for each Unit in the Development in order for each and every tenant and tenant household to be aware of this inspection right. The foregoing portion of this Section 5 is without limitation as to the exercise of police powers by City. Section 6. Keeping of Animals. No animals of any kind shall be raised, bred or kept on the Site, except that domesticated dogs, cats or other household pets may be kept by the tenants in the Rental Development at the discretion of Developer and subject to compliance with all laws. However, no animal shall be kept, bred or maintained for any commercial purpose or for fighting purposes. Nothing permitted herein shall derogate in any way the right of Developer to further restrict keeping of pets. H-11 11086-0001 \23 04251 v3. doc Section 7. Parking of Vehicles. Developer shall not permit the parking, storing or keeping of any vehicle except wholly within the parking areas designated for the Required Affordable Units. Developer shall not permit the parking, storing or keeping of any large commercial type vehicle (dump truck, cement mixer truck, oil or gas truck, etc.), or any recreational vehicle over twenty (20) feet in length (camper unit, motor home, trailer, mobile home or other similar vehicle), boats over twenty (20) feet in length, or any vehicle other than a private passenger vehicle, upon any portion of the Common Areas, including parking spaces. For purposes of this section, a pickup truck with a pickup bed mounted camper shall be considered a private passenger vehicle; provided however, that no such vehicle shall be used for residential purposes while parked on the premises. Developer shall not permit major repairs or major restorations of any motor vehicle, boat, trailer, aircraft or other vehicle to be conducted upon any portion of the Common Area, including the parking areas, except for emergency repairs thereto and then only to the extent necessary to enable movement of the vehicle to a proper repair facility. No inoperable vehicle shall be stored or kept in the Common Area. Developer shall give the vehicle owner not less than four (4) days, nor more than seven (7) days' notice and an opportunity to remove any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Notice shall consist minimally of a reasonably diligent attempt to personally notify the vehicle owner or alternatively leaving written notice on the subject vehicle. After due notice and opportunity have been given to the vehicle owner, Developer shall have the right to remove, at the vehicle owner's expense, any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Section 8. Maximum Occupancies. No persons shall be permitted to occupy any Apartment within the Rental Development in excess of applicable limit of maximum occupancy set by the City Code and the laws of the State of California. Section 9. Signs Required. "No loitering" signs will be posted at each building and enforced by Developer. "Illegally parked vehicles will be towed" signs in compliance with California Vehicle Code requirements will be posted and enforced by Developer. Section 10. Fences and Electronic Installations. Developer shall not install or knowingly permit to be installed on the exterior of any improvement or building on any fences or any antenna or other television or radio receiving device, excepting satellite dishes having a diameter of eighteen inches (18") or less, without prior written consent of City. This prohibition shall not prohibit the installation of cable television or subscription wires or receiving devices. Section 11. Structural Change. Nothing shall be done on the Site in, on or to any building which would materially structurally change the exterior or the interior bearing walls of any such building or structure without the prior written consent of the City and any such changes shall be in compliance with all applicable laws including any required permits and ordinances of the City. Nothing herein shall affect the rights of Developer to repair, alter or construct improvements on the buildings on the Site unless such repair, alteration or improvement would impair the structural integrity and/or exterior appearance of said buildings. Nothing herein shall be deemed to prohibit work ordered to be performed by the City building official. Section 12. Compliance with Laws. Developer shall comply with all applicable laws in connection with the development and use of the Site, including without limitation the Fair Housing Act (42 U.S.C. § 3601, et seq., and 24 C.F.R. § 100.300, et seq). Developer is a sophisticated party, with substantial experience in the acquisition, development, financing, H-12 11086-0001 \23 04251 v3. doc obtaining financing for, marketing, and operation of affordable housing projects, and with the negotiation, review, and preparation of agreements and other documents in connection with such activities. Developer is familiar with and has reviewed all laws and regulations pertaining to the acquisition, development and operation of the Rental Development and has obtained advice from any advisers of its own choosing in connection with this Agreement. ARTICLE III DUTIES OF DEVELOPER: SPECIFIC MAINTENANCE RESPONSIBILITIES Section 1. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. Any such defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein. Section 2. Front and Side Exteriors. Developer shall at all times maintain the front exterior and yard in a clean, safe and presentable manner, free from defacing marks or any disrepair and any visible side exteriors. Developer shall hire maintenance personnel to maintain and/or repair any front exterior or yard or visible side yard and exterior of any lot or building. Section 3. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed by the later to occur of (i) seventy-two (72) hours of their creation or (ii) seventy-two (72) hours after notice to Developer. Section 4. Driveways. All driveways must be paved and maintained with impervious material in accordance with the City Code. In addition, all water must be made to drain freely to the public part of the waterway without any pooling. Section 5. Exterior Illumination. Developer shall at all times maintain adequate lighting in all entrance ways and parking areas. Adequate lighting means outdoor, night lighting designed and installed, which provides no less than one (1.0) foot candles in the parking areas and no less than one and one-half (1-1 /2) foot candles in the walking areas or common areas and no less than 0.2 foot candles at the point of least illumination. Section 6. Front Setbacks. All front setback areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by City and shall be maintained by Developer. The landscaping shall meet minimum standards set from time to time by City. Section 7. Trash Bins. All trash shall be collected and placed at all times in an enclosable bin to be placed in a designated refuse/trash bin area. The designated area shall be located so that the bin will, to the extent possible, be readily accessible from the street. Section 8. Prohibited Signs. No sign of any kind shall be displayed to the public view on or from any portion of the Site without the approval of City and appropriate City departments, if any such approval is required by the City Code. ARTICLE IV OBLIGATION TO MAINTAIN, REPAIR AND REBUILD Section 1. Maintenance. If, at any time, Developer fails to maintain the Rental Development or any portion thereof, and said condition is not corrected after the expiration of forty-five (45) H-13 11086-0001 \23 04251 v3. doc days from the date of written notice from City to both Developer and its limited partner., City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Payment shall be due within fifteen (15) days of receipt of an invoice from City. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners. Developer agrees to assume full responsibility for the operation and maintenance of the Rental Development throughout the Required Covenant Period without expense to City, and to perform all repairs and replacements necessary to maintain and preserve the Rental Development and the Site in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to City and in compliance with all applicable laws. Developer agrees that City shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Rental Development and the Site. Developer hereby waives all rights to make repairs or to cause any work to be performed at the expense of City as provided for in Section 1941 and 1942 of the California Civil Code. The following standards shall be complied with by Developer and its maintenance staff, contractors or subcontractors: (1) Developer shall maintain the Rental Development, including individual Required Affordable Units, all common areas, all interior and exterior facades, and all exterior project site areas, in a safe and sanitary fashion suitable for a high quality, rental housing project. Developer agrees to provide utility services, administrative services, supplies, contract services, maintenance, maintenance reserves, and management for the entire project including interior tenant spaces, common area spaces and exterior common areas. The services provided by Developer shall include, but not be limited to, providing all common area electricity, gas, water, property, fire and liability insurance in the amounts set forth in this Regulatory Agreement, all property taxes and personal property taxes, any and all assessments, maintenance and replacement of all exterior landscaping, and all administration and overhead required for any property manager. (2) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (3) Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of H-14 11086-0001 \23 04251 v3. doc the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. (4) The Rental Development shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of City. (5) All maintenance work shall conform to all applicable federal and state Occupational Safety and Health Act standards and regulations for the performance of maintenance. (6) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations. (7) Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance. Section 2. Damage and Destruction Affecting Development - Developer's Duty to Rebuild. If all or any portion of the Site and the improvements thereon is damaged or destroyed by fire or other casualty, Developer shall promptly proceed to obtain insurance proceeds and subject to the terms of the senior loan secured by the Site and improvements, take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Rental Development to substantially the same condition as the Rental Development is required to be constructed pursuant to the DDA, subject to the sufficiency of the insurance proceeds to cover the actual cost of repair, replacement, or restoration, and Developer shall complete the same as soon as possible thereafter so that the Rental Development can be occupied as an affordable housing project in accordance with the DDA. In no event shall the repair, replacement, or restoration period exceed eighteen (18) months from the date Developer obtains insurance proceeds unless the City Manager, in his or her reasonable discretion, approves a longer period of time, subject to the terms of the senior loan secured by the Site and improvements. If the then -existing laws of any other governmental agencies with jurisdiction over the Site do not permit the repair, replacement, or restoration, Developer may elect not to repair, replace, or restore the Rental Development by giving notice to City (in which event the insurance proceeds shall be treated as Residual Receipts and shall be distributed to the Parties in accordance with the terms of the City Loan Promissory Note entered pursuant to the DDA, and Developer shall be required to remove all debris from the Site) or Developer may reconstruct such other Rental Development on the Site as is consistent with applicable land use regulations and approved by City, and any other governmental agency or agencies with jurisdiction, and City may pursue remedies of its choosing under this Agreement, including without limitation termination of the DDA and accelerating the payment of the City Loan in accordance with the terms of the City Loan Promissory Note. In furtherance of the requirements of this Section 2, Developer shall keep the construction on the Site insured by carriers at all times reasonably satisfactory to City against loss by fire and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage hazard insurance policy, in an amount of the full replacement cost of the constructions. In the event of loss, Developer shall give prompt notice to the insurance carrier and to Authority. H-15 11086-0001 \23 04251 v3. doc If the Site is abandoned by Developer, or if Developer fails to respond to City within thirty (30) days from the date notice is mailed by City to Developer that the insurance carrier offers to settle a claim for insurance benefits, City is authorized to collect and apply the insurance proceeds at City's option either to restoration or repair of the Site. Section 3. Variance in Exterior Appearance and Design. In the event the Rental Development sustains substantial physical damage due to a casualty event, Developer may apply to City for approval to reconstruct, rebuild or repair in a manner which will provide different exterior appearance and lot design from that which existed prior to the date of the casualty. Section 4. Time Limitation. Upon damage to the Site or the Rental Development or other improvements, Developer shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after damage occurs or demolition and vacate within two (2) months, unless prevented by causes beyond their reasonable control, in which event reconstruction shall be commenced and completed at the earliest feasible time. ARTICLE V ENFORCEMENT Section 1. Remedies. Breach of the covenants contained in the Regulatory Agreement may be enjoined, abated or remedied by appropriate legal proceeding by City. No remedies shall be instituted until the party complaining of a violation has provided written notice to the other party and such party has failed to cure the alleged violation within thirty (30) days of receipt of the written notice. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners. This Regulatory Agreement does not in any way infringe on the right or duties of City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings. Section 2. Nuisance. The result of every act or omission whereby any of the covenants contained in this Regulatory Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owner or its successors in interest, without derogation of City's rights under law. Section 3. Right of EntrX. In addition to the above general rights of enforcement, City shall have the right through its agents and employees, to enter upon any part of the project area for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of City, and for maintenance and/or repair of any or all publicly owned utilities. In addition, City has the right of entry at reasonable hours and upon and after reasonable attempts to contact Developer, on any lot to effect emergency repairs or maintenance which Developer has failed to perform. Subsequent to sixty (60) days written notice to Developer specifically outlining Developer's noncompliance, City shall have the right of entry on the Site at reasonable hours to H-16 11086-0001 \23 04251 v3. doe enforce compliance with this Regulatory Agreement which Developer has failed to perform. This Section 3 is without limitation as to the exercise of police powers of City. Section 4. Costs of Repair. The costs borne by City for any such repairs or maintenance emergency and/or non -emergency, shall become a charge for which Developer shall be responsible. Section 5. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Regulatory Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. Section 6. Failure to Enforce. The failure to enforce any of the covenants contained in this Regulatory Agreement shall not constitute a waiver of the right to enforce the same thereafter. Section 7. Enforcement and Nonliability. City may from time to time make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this Regulatory Agreement. However, City will not be subject to any liability for failure to affirmatively enforce any provision of this Regulatory Agreement. ARTICLE VI GENERAL PROVISIONS Section 1. Covenant Against Partition. By acceptance of its interest in the Site, Developer shall be deemed to covenant for itself and for its heirs, representatives, successors and assigns, that it will not institute legal proceedings or otherwise seek to effect partition of its right and interest in the interest being conveyed to Developer, or the burdens running with the land as a result of this Regulatory Agreement. Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect. Section 3. Term. This Regulatory Agreement shall run with and bind the interest of Developer in the Site, and shall inure to the owner(s) of any property subject to this Regulatory Agreement, his legal representatives, heirs, successors and assigns, and as provided in Article VI, Sections 2 and 3, be enforceable by City, for a term equal to the Required Covenant Period as defined herein, provided; however, that the covenants regarding nondiscrimination set forth in Section 4 of Article II of this Regulatory Agreement shall remain in effect for perpetuity. This Regulatory Agreement shall not be subordinate to the lien of any financing obtained by Developer with respect to the Site. Section 4. Construction. The provisions of this Regulatory Agreement shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Required Affordable Units available at Affordable Rent for Very Low Income Households, and, to the extent provided herein, Low Income Households in conformity with the Prescribed Income Levels. The article and section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. Developer shall be obligated by this Regulatory Agreement to comply with the provisions hereof, as well as the City Grant Deed. In the event of conflict, Developer shall comply with the most stringent requirements, in each case. H-17 11086-0001 \23 04251 v3. doc Section 5. Amendments. This Regulatory Agreement may be amended only by the written agreement of Developer and City. Section 6. Encroachments. None of the rights and obligations of Developer created herein shall be altered in any way by encroachments due to settlement or shifting of structures or any other cause. There shall be valid easements for the maintenance of said encroachments so long as they shall exist; provided, however, that in no event shall a valid easement for encroachment be created in favor of Developer if said encroachment occurs due to the willful conduct of said Developer. Section 7. Notices. Any notice permitted or required to be delivered as provided herein to Developer shall be in writing and may be delivered either by reputable overnight service or certified mail to its address on the first page hereof, and shall be effective as of one business day after delivery to the messenger service for overnight delivery, or the date of delivery or attempted delivery shown on the return receipt. Such address may be changed from time to time by notice in writing. Section 8. Notice of Transfer of Title; Notice of Property Manager. Developer shall promptly notify City in writing of the identity and address for notices for the initial Property Manager and any replacement thereof, and Developer shall also promptly notify the City in writing of any conveyance of the Approved Housing Development, including the name of any buyer and the address for notices of the buyer. DEVELOPER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partner Wo Caleb Roope, Manager CITY: CITY OF TEMECULA, a municipal corporation By: Print Name: Title: ATTEST: Randi Johl, City Clerk H-18 11086-0001 \23 04251 v3. doc EXHIBIT A LEGAL DESCRIPTION OF THE SITE Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS H-19 11086-0001 \23 04251 v3. doe SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 H-20 11086-0001 \23 04251 v3. doc VICINITY MAP City of Temecula ..:,,: 11 0 250 500 Feet This map was made by the City of Temecula Geographic Informsaatem. The map is derived from base data produced by the Wvar�de Countyunty As®ssofs Department and the Transportation end Land Management Agency of Rlverslde County The City of Temecua assumes no warranty orlegal resihansbillty, forthe NORTH information contained on this map Data and inforrnation represented on thismap we subjectto update and mohYtication The Geographic Information System and othersources should be queried for the most current information. This map is not for reprint or resale Gucujraryhlc Worma6an Systems A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-21 11086-0001 \23 04251 v3. doe A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-22 11086-0001 \23 04251 v3. doe A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-23 11086-0001 \23 04251 v3. doe RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: City Clerk with a copy to: Temecula Pacific Associates 430 East State Street, Suite 100 Eagle, ID 83616 Attn: Caleb Roope APN(s): 922-053-021-2, 922-053-048-7 and 922-053-047-6 (Space above for Recorder's Use.) This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT (DENSITY BONUS) These AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT ("Regulatory Agreement") is hereby entered, effective as of , 20_, by and among the CITY OF TEMECULA, a municipal corporation ("City"), and TEMECULA PACIFIC ASSOCIATES, a California limited partnership ("Developer") (City and Developer are sometimes collectively referred to herein as the "Parties."). RECITALS WHEREAS, City and Developer have entered into that certain unrecorded Disposition and Development Agreement dated as of , 2019 (the "DDA") for the improvement and development of certain real property described in Exhibit "A" (to which this Regulatory Agreement is attached) as the "Site", which DDA provides for the recordation of this Regulatory Agreement. The DDA is incorporated herein by this reference, and any capitalized term not defined herein shall have the meaning established therefor in the DDA. WHEREAS, this Regulatory Agreement establishes a plan for the improvement, development and maintenance of the Site, for the benefit of City, and constitutes a "density bonus housing agreement" under the Temecula Municipal Code for which Developer has been given an incentive and waiver relating to parking, specifically that the required number parking spaces have been reduced from 137 to 102. H-24 11086-0001 \23 04251 v3. doc WHEREAS, it is contemplated under the DDA that, as of the recordation of this Regulatory Agreement, Developer has acquired or shall concurrent with the recording hereof acquire fee title from the City to the "Site". The form of the grant deed under which Developer shall take title under the DDA is referenced to as the "City Grant Deed." WHEREAS, City and Developer wish to adopt this Regulatory Agreement to further govern the use of the Site to comply with the City's density bonus ordinances. City shall not subordinate this Regulatory Agreement to any deed of trust or other liens. NOW, THEREFORE, City and Developer (as owner of real property interests described hereinabove), declare that the Site shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, conditions and restrictions hereinafter set forth expressly and exclusively for the use and benefit of said property. Each and all of the restrictions, limitations, conditions, covenants, liens, reservations and charges herein contained shall run with the land and be recorded on the property title and shall be binding on Parties, their grantees, successors, heirs, executors, administrators, devisees or assigns, and all subsequent owners of all or any part of the Site, during the term of this Regulatory Agreement. ARTICLE I DEFINITIONS The definitions provided herein shall be applicable to this Regulatory Agreement and also to any amendment or supplement (unless the context implicitly or explicitly shall prohibit), recorded against the Site pursuant to the provision of this Regulatory Agreement. Section 1. "Affiliated Person" means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member. Section 2. "Affordable Housing Development" means an affordable housing project operated in conformity with this Regulatory Agreement throughout the Required Covenant Period. Section 3. "Affordable Rent", per month, means, for an Extremely Low Income Household, a monthly rent (including a reasonable utility allowance) that does not exceed thirty percent (30%) of thirty percent (30%) of Median Income for a household size approximate to the Unit; for a Very Low Income Household, a monthly rent (including a reasonable utility allowance) which does not exceed one -twelfth (1/12th) of thirty percent (30%) of fifty percent (50%) of Median Income for a household size appropriate to the Unit; and for a Low Income Household, a monthly rent (including reasonable utility allowance) which does not exceed one - twelfth (1/12th) of thirty percent (30%) of sixty percent (60%) of Median Income for a household size of appropriate to the Unit. Section 4. "Approved Housing Development" means all improvements as provided to be developed by Developer under the DDA. The Approved Housing Development must be completed in strict conformity with all specifications contained in or referred to in the DDA. H-25 11086-0001 \23 04251 v3. doc Section 5. "Area" means the San Bernardino -Riverside Primary Metropolitan Statistical Area, as periodically defined by HUD. Section 6. "Certificate" or "Certification" is defined in Section 3(a). Section 7. "City", as defined in the first paragraph hereof, means the City of Yucaipa, a municipal corporation. Section 8. "Cites" means and refers to the City of Temecula Municipal Code, as revised from time to time. Section 9. "City Grant Deed" means a grant deed in the form attached to the DDA. Section 10. "Common Areas" means all areas on the Site that are open or accessible to all tenants of the Site (such as grounds, but excluding interiors of Units). Section 11. "Extremely Low Income Household" means a household earning not greater than the extremely low income limit for Riverside County, adjusted for household size, pursuant to Health and Safety Code Section 50106. Section 12. "Gross Income" means all payments from all sources received by a person (together with the gross income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) whether in cash or in kind as calculated pursuant to the Department of Housing and Urban Development ("HUD") Regulations (24 C.F.R. § 813) and 25 California Code of Regulations Section 6914. Section 13. "Household size appropriate to the unit" shall be two persons for a one bedroom unit, three persons for a two bedroom unit, and four persons for a three bedroom unit. Section 14. "Low Income Household" or "Lower Income Household" means a household earning not greater than the lower income household limit for Riverside County described in Health and Safety Code Section 50079.5 that is not a Very Low Income Household or Extremely Low Income Household. Section 15. "Low Income Unit" or "Lower Income Unit" means a Unit occupied at Affordable Rent by a Low Income Household. Section 16. "Map of the Site" means Exhibit B hereto. Section 17. "Median Income" or "Median Income for the Area" means the median income for the Sites most recently determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, or, if programs under Section 8 are terminated, Median Income for the Area determined under the method used by the Secretary prior to such termination. Such Median Income is published at 25 California Code of Regulations Section 6932, as modified from time to time. Section 18. "Prescribed Income Levels" means the following: H-26 11086-0001 \23 04251 v3. doc A. Thirty percent (30%) of Median Income for the Area for three (3) one -bedroom one -bath Units. B. Forty percent (40%) of Median Income for the Area for: (i) three (3) two - bedroom Units; and (ii) one (1) three -bedroom two -bathroom Unit. C. Fifty percent (50%) of Median Income for the Area for one (1) one -bedroom one - bathroom Unit. D. Sixty percent (60%) of Median Income for the Area for two (2) one -bedroom one - bathroom Units. Type Income of Household Number of Units as Percentage of AMI 1BR/1BA 30% 3 1BR/1BA 50% 1 1BR/1BA 60% 2 2BR/1BA 40% 3 3BR/2BA 40% 1 Section 19. "Re _ u�y Agreement" means this Regulatory Agreement and any amendments, modifications or supplements. Section 20. "Rental Development" means the sixty (60) Unit residential rental development on the Site. Section 21. "Required Affordable Unit" means any of the ten (10) of the dwelling units in the Rental Development, and available to, occupied by, or held vacant for occupancy under this Agreement only by tenants qualifying as Extremely Low Income Households, Very Low Income Households and Low Income Households and rented at Affordable Rent. (One dwelling unit is a manager unit.) Section 22. "Required Covenant Period" means the period commencing on the date all Required Affordable Units have been completed as evidenced by the City's issuance of a Final Certificate of Occupancy for the Rental Development, and ending as of the fifty-fifth (55th) anniversary thereof. Section 23. "Site" means all of the real property and appurtenances as described in the Recitals above, including all structures and other improvements thereon, and those hereafter constructed. Section 24. "Special Needs" means a household with one or more autistic children. H-27 11086-0001 \23 04251 v3. doc Section 25. "Unit" means a dwelling unit on the Rental Development. Section 26. "Very Low Income Households" means households earning not greater than the very low income limit for Riverside County, adjusted for household size, pursuant to Health and Safety Code Section 50105. Section 27. "Very Low Income Unit" means a Unit occupied at Affordable Rent by a Very Low Income Household. Section 28. "Very Low Income Required Units" means the Required Affordable Units which are required to be rented to Very Low Income Households at Affordable Rent for Very Low Income Households. Section 29. "Year" means a calendar year, excepting that the last Year hereunder shall be deemed to end as of the expiration of this Regulatory Agreement. ARTICLE II LAND USE RESTRICTIONS; IMPROVEMENTS Section 1. Uses. Developer shall develop the Approved Housing Development on the Site in conformity with the DDA. Thereafter, the Site shall be operated as an Affordable Housing Development and devoted only to the uses specified in the DDA and the City Grant Deed for the periods of time specified herein. All uses conducted on the Site, including, without limitation, all activities undertaken by Developer pursuant to the DDA, shall conform to all applicable provisions of the City Code and the City Approvals. The Site shall be used, maintained and operated in accordance with the DDA, the City Grant Deed, and this Regulatory Agreement for the Required Covenant Period. None of the units in the Rental Development shall at any time be utilized on a transient basis nor shall the Rental Development or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court or park. No part of the Site, from the date Developer acquired the Site, has been or will at any time be owned or used as a cooperative housing corporation or a community apartment project or a stock cooperative. Section 2. Affordable Housing. Special needs. Through the Required Covenant Period, to the extent not in violation with any state or federal law (including any fair housing or equal protection laws) Developer shall use commercially reasonable efforts to provide a preference for 12 Units to be rented to households with Special Needs ("Special Needs Units") on the following basis: a. The Special Needs Units shall be interspersed throughout the Project and may be interchanged with other Units at Developer's discretion. b. Developer shall engage a nonprofit social service organization ("Social Service Entity") reasonably acceptable to and approved by the City to identify, qualify and maintain a waitlist of households with Special Needs who desire to reside in the Project. The Developer shall also submit additional information about the background, expericen, and financial condition of any proposed Social Service Entity as is reasonably necessary for the City to determin H-28 11086-0001 \23 04251 v3. doc whether the proposed Social Service Entity is qualified. If the City approved the proposed Social Service Entity, the City shall notify the Developer in wrting. c. Developer shall, or shall direct the Social Service Entity to, contact households on the waitlist for intial occupancy of the Special Needs Units and thereafter as any such units become vacant. In addition, such households shall be required to statisfy all of the standard requirements and criteria of Developer or its property manager to qualify tenants, including the income restrictions set forth herein. d. To the extent that there are insufficient qualified households on the waitlist at any time when there are less than 12 units occupied by Special Needs households, Developer shall, or shall direct the Social Service Entity to, identify additional qualified Special Needs households for the Unit; provided however that if such households are not identified despite Developer's reasonable efforts, or if the available Unit is not appropriate for the size or other particular requirements of the Special Needs household , then such Unit may instead be rented to any qualified household, and the next vacant Unit shall instead become available for a Special Needs household under the provisions set forth hereinabove. e. Upon written request by the City, but no more frequently than bi-annually unless the City has reason to believe that Developer is in default hereunder, Developer shall provide a written certification to the City evidencing compliance with the aforementioned provisions, including a copy of the then current waitlist. In addition, City shall have the right to contact the Social Service Entity at any time, and from time to time, to verify compliance. Affordability Restrictions; Number of Units. Throughout the Required Covenant Period, the Developer shall cause the Required Affordable Units to be rented in accordance with the definition of "Prescribed Income Levels" in Section 18 at Affordable Rents. Except to the extent prohibited by federal law, in the event a household's income initially complies with the corresponding income level/restriction but the income of such household increases, such increase shall not be deemed to result in a violation of the restrictions of this Regulatory Agreement concerning limitations upon income of occupants, provided that the occupancy by such household is for a reasonable time of not to exceed three hundred sixty- five (365) days (measured from the time the income of the household ceases to qualify at the designated affordability level). Developer shall include in its rental agreements provisions which implement this requirement and limitation, and Developer shall expressly inform prospective renters as to this limitation prior to the commencement of a tenancy. Duration of Affordability Requirements. The restriction shall apply throughout the Required Covenant Period. All tenants residing in any Required Affordable Unit for which rents are limited by virtue of this Regulatory Agreement or pursuant to other regulation during the last two (2) Years of the Required Covenant Period shall be given notice by Developer at least once every six (6) months prior to the expiration date of this requirement, that the rent payable on such Required Affordable Unit may be raised to a market rate rent at the end of the Required Covenant Period. Selection of Tenants. Developer shall demonstrate to City that the proposed tenants of Required Affordable Units of the Extremely Low Income Units constitute Extremely Low Income Households; that the proposed tenants of Very Low Income Required Units H-29 11086-0001 \23 04251 v3. doc constitute Very Low Income Households; and that the proposed tenants of the Low Income Required Units constitute Low Income Households. Prior to the rental or lease of a Required Affordable Unit to a tenant, and as set forth in this Section 2 of Article II of this Regulatory Agreement, Developer shall require the tenant to execute a written lease and to complete an Income Verification certifying that the tenant(s) occupying the Unit is/are in the appropriate income category. Developer shall verify the income of the tenant(s). Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. Developer shall not apply selection criteria to Section 8 certificate holders which are more burdensome than criteria applied to any other prospective tenants. Determination of Affordable Rent for the Required Affordable Units. The Required Affordable Units shall be rented or leased at Affordable Rent. The maximum monthly rental for the Required Affordable Units shall be adjusted annually as permitted by Section 50053 of the California Health and Safety Code based on the annual adjustment to the Median Income for the Area established pursuant to Section 50093 of the California Health and Safety Code, as more particularly set forth in the Affordable Rent Worksheet. DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE MAXIMUM RENTAL FOR THE REQUIRED AFFORDABLE UNITS ESTABLISHED BY THE DDA, THIS REGULATORY AGREEMENT AND THE CITY GRANT DEED IS SUBSTANTIALLY BELOW THE FAIR MARKET RENT FOR THE REQUIRED AFFORDABLE UNITS. Section 3. Developer Verification and Program Compliance. Income and Age (Verification and Certification. Developer will obtain and maintain on file an Income and Age Verification from each tenant (for every Unit on the Site), dated immediately prior to the initial occupancy of such tenant in the Required Affordable Units. On June 15 following the completion of the Development, Developer shall file with Authority or its designee a Certificate, containing all information required pursuant to Health and Safety Code Section 33418. Each Certificate shall cover the immediately preceding Year. Developer shall maintain on file throughout the Required Covenant Period each tenant's executed lease and Income and Age Verification and rental records for the Rental Development and the Required Affordable Units. Developer shall maintain complete and accurate records pertaining to the Units, and will permit any duly authorized representative of City to inspect the books and records of Developer pertaining to the occupancy of the Required Affordable Units. Developer shall prepare and submit to City annually commencing the June 15 first following the recording of the City Grant Deed and continuing throughout the Required Covenant Period, a Certificate of Continuing Program Compliance. Such documentation shall state for each Required Affordable Unit in the Rental Development the Unit size, the rental amount, the number of occupants, and the income of the occupants and any other information which may be used to determined compliance with the terms of this Regulatory Agreement. H-30 11086-0001 \23 04251 v3. doc In addition, as part of its annual report, at City's request, but not less frequently than prior to each initial and subsequent rental of each Required Affordable Unit to a new tenant household (but not lease renewals) and annually thereafter, Developer shall also provide to City completed income computation, asset evaluation, and certification forms, for any such tenant or tenants, in substantially the form provided by City from time to time. Developer shall obtain an annual certification from each household, Required Affordable Unit demonstrating that such household is an Extremely Low Income Household, Very Low Income Household or Low Income Hosuehold, as applicable. Developer shall verify the income certification of each tenant household. Developer shall submit to City copies of any and all tenant income and occupancy certifications upon request of City. City may request (and Developer shall provide) additional documentation to assist City's evaluation of Developer's compliance with this Agreement, if determined to be necessary in the reasonable discretion of the Executive Director, specifically including (without limitation) any documentation or additional certifications that may be necessary to verify compliance with all requirements from all funding sources, and each tenant's status as to each Required Affordable Unit. This requirement is in addition to and does not replace or supersede Developer's obligation to annually submit the Certificate of Continuing Program Compliance to City. Further, City has the right, but not the obligation to monitor compliance with respect to each tenant household at the Rental Development, and City's election to monitor some, but not all, of the Units shall not constitute a waiver of City's right to monitor and enforce compliance with respect to all Units in the future. Verification of Income of New and Continuing Tenants. Gross income calculations for prospective (and continuing) tenants shall be determined in accordance with 25 Cal. Code Regs. Section 6914. Developer shall verify the income and information provided in the income certification of the proposed tenant as set forth below. (a) Developer shall verify the income of each proposed tenant of the Required Affordable Units and by at least one of the following methods as appropriate to the proposed tenant: (i) obtain two (2) paycheck stubs from the person's two (2) most recent pay periods; (ii) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed; (iii) obtain an income verification certification from the employer of the person; (iv) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies; or (v) obtain an alternate form of income verification reasonably requested by Authority, if none of the above forms of verification is available to Developer. Verification Regarding Eligibility of New Tenants. Developer shall retain documentation regarding the eligibility of each new tenant household. Reporting Amounts. In the event Developer fails to submit to City or its designee the Certification as required by Section 3(a), Developer shall be in noncompliance with this Regulatory Agreement. H-31 11086-0001 \23 04251 v3. doe Section 4. Management of the Rental Development. Manager. The Rental Development shall at all times be managed by an experienced manager (the "Manager") reasonably acceptable to the City, with demonstrated ability to operate residential developments like the Rental Development in a manner that will provide decent, safe, and sanitary housing. The Developer shall submit for the City's approval the identity of any proposed Manager. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the City to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the City shall approve the proposed Manager by notifying Developer in writing. Performance Review. The Developer shall cooperate with the City in an annual review of management practices, in connection with which the City shall have the right to review and approve the annual operations and management budget; provided, however, that the City reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the City to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement. Replacement of Manager. (i) If, as a result of the annual review, the City determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the requirements and standards of this Agreement, the City shall deliver notice to the Developer of its intention to cause replacement of the Manager. Within fifteen (15) days of receipt by the Developer of such written notice, the City and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Rental Development, including, without limitation, replacement of the Manager. (ii) If, after such meeting, the City elects to proceed with the replacement of the Manager, the City shall so notify the Developer in writing within fifteen (15) days following the meeting. Thereupon, the Developer shall promptly dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. City shall have the right to disapprove the replacement Manager within thirty (30) days, and in such case Developer shall promptly dismiss the replacement Manager and appoint another replacement Manager meeting the standards for a Manager set forth in this section and approved by the City in its reasonable discretion. Notwithstanding the foregoing, the City's approval rights shall be subject and subordinate to the rights of senior lender under the senior deed of trust. (iii) Any contract for the operation or management of the Property entered into by the Developer shall provide that the contract can be terminated as set forth above. The Developer agrees that the Rental Development shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Rental Development. H-32 11086-0001 \23 04251 v3. doc Annual Inspection. Subject to the rights of the occupants of the Units, City shall have the right to perform an annual on -site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Developer is managing the Rental Development in accordance with the requirements of this Agreement. Annual Budget. Developer shall submit or shall cause its Property Manager to submit to the City Manager on or before the completion of the Rental Development, and each anniversary thereof, an annual budget for the ongoing operation of the Rental Development for approval by City, which will not be unreasonably withheld. At the City's request, delivered within thirty (30) days after receipt of the budget, each of Developer and the City shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. Management of Property. Developer shall be completely responsible for the management, administration and operation of the Rental Development including, but not limited to the hiring and discharge of employees, salaries and all other related Rental Development expenses, maintenance and repairs, including capital expenditures, the financial operations of the Rental Development, the rental and re -rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an Developer in a typical multi -family residential housing Rental Development. Reserves. The Developer will maintain replacement reserves in accordance with the DDA satisfactory to the City and will not withdraw funds from such reserves without the consent of the City, which will not be unreasonably withheld, subject and subordinate to the rights of senior mortgage lender. Manager's Failure to Perform. In the event the manager appointed by Developer for management of the Rental Development fails to perform the obligations imposed upon Developer by this Section, such failure shall constitute a default under Section 10 hereof, and if Developer shall fail to cure such default as provided in Section 10 hereof, then City shall have the right, in addition to any other remedies of City, to require Developer, upon thirty (30) days' prior written notice, to appoint a substitute management City, reasonably acceptable to both City and Developer, subject and subordinate to the rights of senior mortgage lender. Gross Mismanagement. During the Required Covenant Period, in the event of "Gross Mismanagement" (as defined below) of the Development, any acts of Gross Mismanagement shall cease immediately upon written notice from the City Manager, and any omissions constituting Gross Mismanagement shall be corrected within thirty (30) days after written notice from the City Manager. If such an act or omission is not timely ceased/cured, then, Developer shall within sixty (60) days replace the Property Manager with a new property manager reasonably acceptable to the City Manager, subject to the rights of the senior mortgage lender. For purposes of this Agreement, the term "Gross Mismanagement" means management of the Development in a manner which materially violates the terms and/or intention of this Agreement to operate a first quality affordable housing complex, and shall include, but is not limited to, any one or more of the following: H-33 11086-0001 \23 04251 v3. doe (a) Leasing to tenants who exceed the prescribed income levels; (b) Subject to fair housing laws, allowing tenants to exceed the prescribed occupancy levels without taking immediate action to stop such overcrowding; (c) Under -funding required reserve accounts; (d) Failing to submit timely and/or adequate annual reports to Authority as required herein; (e) Failing to comply with this Regulatory Agreement; (f) Fraud or embezzlement of Development funds, including without limitation funds in the reserve accounts; (g) Failing to fully cooperate with the Temecula Police Department or other local law enforcement agency(ies) with jurisdiction over the Development, in maintaining a crime -free environment within the Development; (h) Failing to fully cooperate with the Temecula Fire Department or other local public safety agency(ies) with jurisdiction over the Development, in maintaining a safe and accessible environment within the Development; and (i) Failing to fully cooperate with the Temecula Planning and Building and Safety Department, or other local health and safety enforcement agency(ies) with jurisdiction over the Development, in maintaining a decent, safe and sanitary environment within the Development. Developer is obligated and shall use commercially reasonable efforts to correct any defects in property management or operations at the earliest feasible time. Code Enforcement. Developer acknowledges and agrees that Authority and its employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Development and the individual dwelling units at the Development (and not limited to the Required Affordable Units), both exterior and interior, at reasonable times and upon reasonable notice (not less than 48 hours prior notice, except in an emergency) to Developer and/or an individual tenant. If such notice is provided by Authority representative(s) to Developer, then Developer shall immediately and directly advise any affected tenant of such upcoming inspection and cause access to the area(s) and/or Units at the Development to be made available and open for inspection. Developer shall include express advisement of such inspection rights within the lease/rental agreements for each Unit in the Development in order for each and every tenant and tenant household to be aware of this inspection right. The foregoing portion of this Section 5 is without limitation as to the exercise of police powers by City. Section 6. Keeping of Animals. No animals of any kind shall be raised, bred or kept on the Site, except that domesticated dogs, cats or other household pets may be kept by the tenants in the Rental Development at the discretion of Developer and subject to compliance with all laws. However, no animal shall be kept, bred or maintained for any commercial purpose or for fighting purposes. Nothing permitted herein shall derogate in any way the right of Developer to further restrict keeping of pets. H-34 11086-0001 \23 04251 v3. doc Section 7. Parking of Vehicles. Developer shall not permit the parking, storing or keeping of any vehicle except wholly within the parking areas designated for the Required Affordable Units. Developer shall not permit the parking, storing or keeping of any large commercial type vehicle (dump truck, cement mixer truck, oil or gas truck, etc.), or any recreational vehicle over twenty (20) feet in length (camper unit, motor home, trailer, mobile home or other similar vehicle), boats over twenty (20) feet in length, or any vehicle other than a private passenger vehicle, upon any portion of the Common Areas, including parking spaces. For purposes of this section, a pickup truck with a pickup bed mounted camper shall be considered a private passenger vehicle; provided however, that no such vehicle shall be used for residential purposes while parked on the premises. Developer shall not permit major repairs or major restorations of any motor vehicle, boat, trailer, aircraft or other vehicle to be conducted upon any portion of the Common Area, including the parking areas, except for emergency repairs thereto and then only to the extent necessary to enable movement of the vehicle to a proper repair facility. No inoperable vehicle shall be stored or kept in the Common Area. Developer shall give the vehicle owner not less than four (4) days, nor more than seven (7) days' notice and an opportunity to remove any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Notice shall consist minimally of a reasonably diligent attempt to personally notify the vehicle owner or alternatively leaving written notice on the subject vehicle. After due notice and opportunity have been given to the vehicle owner, Developer shall have the right to remove, at the vehicle owner's expense, any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Section 8. Maximum Occupancies. No persons shall be permitted to occupy any Apartment within the Rental Development in excess of applicable limit of maximum occupancy set by the City Code and the laws of the State of California. Section 9. Signs Required. "No loitering" signs will be posted at each building and enforced by Developer. "Illegally parked vehicles will be towed" signs in compliance with California Vehicle Code requirements will be posted and enforced by Developer. Section 10. Fences and Electronic Installations. Developer shall not install or knowingly permit to be installed on the exterior of any improvement or building on any fences or any antenna or other television or radio receiving device, excepting satellite dishes having a diameter of eighteen inches (18") or less, without prior written consent of City. This prohibition shall not prohibit the installation of cable television or subscription wires or receiving devices. Section 11. Structural Change. Nothing shall be done on the Site in, on or to any building which would materially structurally change the exterior or the interior bearing walls of any such building or structure without the prior written consent of the City, and any such change shall be in compliance with applicable law. Nothing herein shall affect the rights of Developer to repair, alter or construct improvements on the buildings on the Site unless such repair, alteration or improvement would impair the structural integrity and/or exterior appearance of said buildings. Nothing herein shall be deemed to prohibit work ordered to be performed by the City building official. Section 12. Compliance with Laws. Developer shall comply with all applicable laws in connection with the development and use of the Site, including without limitation the Fair Housing Act (42 U.S.C. § 3601, et seq., and 24 C.F.R. § 100.300, et seq). Developer is a sophisticated party, with substantial experience in the acquisition, development, financing, H-35 11086-0001 \23 04251 v3. doc obtaining financing for, marketing, and operation of affordable housing projects, and with the negotiation, review, and preparation of agreements and other documents in connection with such activities. Developer is familiar with and has reviewed all laws and regulations pertaining to the acquisition, development and operation of the Rental Development and has obtained advice from any advisers of its own choosing in connection with this Agreement. ARTICLE III DUTIES OF DEVELOPER: SPECIFIC MAINTENANCE RESPONSIBILITIES Section 1. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking and defacing marks. Any such defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein. Section 2. Front and Side Exteriors. Developer shall at all times maintain the front exterior and yard in a clean, safe and presentable manner, free from defacing marks or any disrepair and any visible side exteriors. Developer shall hire maintenance personnel to maintain and/or repair any front exterior or yard or visible side yard and exterior of any lot or building. Section 3. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed by the later to occur of (i) seventy-two (72) hours of their creation or (ii) seventy-two (72) hours after notice to Developer. Section 4. Driveways. All driveways must be paved and maintained with impervious material in accordance with the City Code. In addition, all water must be made to drain freely to the public part of the waterway without any pooling. Section 5. Exterior Illumination. Developer shall at all times maintain adequate lighting in all entrance ways and parking areas. Adequate lighting means outdoor, night lighting designed and installed, which provides no less than one (1.0) foot candles in the parking areas and no less than one and one-half (1-1 /2) foot candles in the walking areas or common areas and no less than 0.2 foot candles at the point of least illumination. Section 6. Front Setbacks. All front setback areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by City and shall be maintained by Developer. The landscaping shall meet minimum standards set from time to time by City. Section 7. Trash Bins. All trash shall be collected and placed at all times in an enclosable bin to be placed in a designated refuse/trash bin area. The designated area shall be located so that the bin will, to the extent possible, be readily accessible from the street. Section 8. Prohibited Signs. No sign of any kind shall be displayed to the public view on or from any portion of the Site without the approval of City and appropriate City departments, if any such approval is required by the City Code. ARTICLE IV OBLIGATION TO MAINTAIN, REPAIR AND REBUILD Section 1. Maintenance by Developer. Developer shall, at its sole cost and expense, maintain and repair the Rental Development thereon keeping the same in a decent, safe and H-36 11086-0001 \23 04251 v3. doc sanitary manner, in good condition and making all repairs as they may be required by this Regulatory Agreement and by all applicable City Code provisions, including without limitation Uniform Code provisions. Developer shall also maintain the landscaping required to be planted in a healthy condition. If, at any time, Developer fails to maintain the Rental Development or any portion thereof, and said condition is not corrected after the expiration of forty-five (45) days from the date of written notice from City, City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Payment shall be due within fifteen (15) days of receipt of an invoice from City. Maintenance and Repair. Developer agrees to assume full responsibility for the management, operation and maintenance of the Rental Development and the Site throughout the Required Covenant Period without expense to City, and to perform all repairs and replacements necessary to maintain and preserve the Rental Development and the Site in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to City and in compliance with all applicable laws. Developer agrees that City shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Rental Development. Developer hereby waives all rights to make repairs or to cause any work to be performed at the expense of City as provided for in Section 1941 and 1942 of the California Civil Code. The following standards shall be complied with by Developer and its maintenance staff, contractors or subcontractors: (1) Developer shall maintain the Rental Development, including individual Required Affordable Units, all common areas, all interior and exterior facades, and all exterior project site areas, in a safe and sanitary fashion suitable for a high quality, rental housing project. Developer agrees to provide utility services, administrative services, supplies, contract services, maintenance, maintenance reserves, and management for the entire project including interior tenant spaces, common area spaces and exterior common areas. The services provided by Developer shall include, but not be limited to, providing all common area electricity, gas, water, property, fire and liability insurance in the amounts set forth in this Regulatory Agreement, all property taxes and personal property taxes, any and all assessments, maintenance and replacement of all exterior landscaping, and all administration and overhead required for any property manager. (2) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (3) Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. H-37 11086-0001 \23 04251 v3. doe (4) The Development shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of City. (5) All maintenance work shall conform to all applicable federal and state Occupational Safety and Health Act standards and regulations for the performance of maintenance. (6) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations. (7) Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance. Section 2. Damage and Destruction Affecting Development - Developer's Duty to Rebuild. If all or any portion of the Site and the improvements thereon is damaged or destroyed by fire or other casualty, Developer shall promptly proceed to obtain insurance proceeds and, subject to the terms of the senior loan secured by the Site and improvements, take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Rental Development to substantially the same condition as the Rental Development is required to be constructed pursuant to the DDA, subject to the sufficiency of the insurance proceeds to cover the actual cost of repair, replacement, or restoration, and Developer shall complete the same as soon as possible thereafter so that the Rental Development can be occupied as an affordable housing project in accordance with the DDA. In no event shall the repair, replacement, or restoration period exceed eighteen (18) months from the date Developer obtains insurance proceeds unless the City Manager, in his or her reasonable discretion, approves a longer period of time, subject to the terms of the senior loan secured by the Site and improvements. If the then -existing laws of any other governmental agencies with jurisdiction over the Site do not permit the repair, replacement, or restoration, Developer may elect not to repair, replace, or restore the Rental Development by giving notice to City (in which event the insurance proceeds shall be treated as Residual Receipts and shall be distributed to the Parties in accordance with the terms of the City Loan Promissory Note entered pursuant to the DDA, and Developer shall be required to remove all debris from the Site) or Developer may reconstruct such other Rental Development on the Site as is consistent with applicable land use regulations and approved by City, and any other governmental agency or agencies with jurisdiction, and City may pursue remedies of its choosing under this Agreement, including without limitation termination of the DDA and accelerating the payment of the City Loan in accordance with the terms of the City Loan Promissory Note. In furtherance of the requirements of this Section 2, Developer shall keep the construction on the Site insured by carriers at all times reasonably satisfactory to City against loss by fire and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage hazard insurance policy, in an amount of the full replacement cost of the constructions. In the event of loss, Developer shall give prompt notice to the insurance carrier and to Authority. If the Site is abandoned by Developer, or if Developer fails to respond to City within thirty (30) days from the date notice is mailed by City to Developer that the insurance carrier offers to settle a claim for insurance benefits, City is authorized to collect and apply the insurance proceeds at City's option either to restoration or repair of the Site. H-3 8 11086-0001 \23 04251 vI doc Section 3. Variance in Exterior Appearance and Design. In the event the Rental Development sustains substantial physical damage due to a casualty event, Developer may apply to City for approval to reconstruct, rebuild or repair in a manner which will provide different exterior appearance and lot design from that which existed prior to the date of the casualty. Section 4. Time Limitation. Upon damage to the Site or the Rental Development or other improvements, Developer shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after damage occurs or demolition and vacate within two (2) months, unless prevented by causes beyond their reasonable control, in which event reconstruction shall be commenced and completed at the earliest feasible time. ARTICLE V ENFORCEMENT Section 1. Remedies. Breach of the covenants contained in the Regulatory Agreement may be enjoined, abated or remedied by appropriate legal proceeding by City. No remedies shall be instituted until the party complaining of a violation has provided written notice to the other party and such party has failed to cure the alleged violation within thirty (30) days of receipt of the written notice. This Regulatory Agreement does not in any way infringe on the right or duties of City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings. Section 2. Nuisance. The result of every act or omission whereby any of the covenants contained in this Regulatory Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owner or its successors in interest, without derogation of City's rights under law. Section 3. Right of EntrX. In addition to the above general rights of enforcement, City shall have the right through its agents and employees, to enter upon any part of the project area for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of City, and for maintenance and/or repair of any or all publicly owned utilities. In addition, City has the right of entry at reasonable hours and upon and after reasonable attempts to contact Developer, on any lot to effect emergency repairs or maintenance which Developer has failed to perform. Subsequent to sixty (60) days written notice to Developer specifically outlining Developer's noncompliance, City shall have the right of entry on the Site at reasonable hours to enforce compliance with this Regulatory Agreement which Developer has failed to perform. This Section 3 is without limitation as to the exercise of police powers of City. Section 4. Costs of Repair. The costs borne by City for any such repairs or maintenance emergency and/or non -emergency, shall become a charge for which Developer shall be responsible. Section 5. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Regulatory Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive. H-39 11086-0001 \23 04251 v3. doe Section 6. Failure to Enforce. The failure to enforce any of the covenants contained in this Regulatory Agreement shall not constitute a waiver of the right to enforce the same thereafter. Section 7. Enforcement and Nonliability. City may from time to time make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this Regulatory Agreement. However, City will not be subject to any liability for failure to affirmatively enforce any provision of this Regulatory Agreement. ARTICLE VI GENERAL PROVISIONS Section 1. Covenant Against Partition. By acceptance of its interest in the Site, Developer shall be deemed to covenant for itself and for its heirs, representatives, successors and assigns, that it will not institute legal proceedings or otherwise seek to effect partition of its right and interest in the interest being conveyed to Developer, or the burdens running with the land as a result of this Regulatory Agreement. Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect. Section 3. Term. This Regulatory Agreement shall run with and bind the interest of Developer in the Site, and shall inure to the owner(s) of any property subject to this Regulatory Agreement, his legal representatives, heirs, successors and assigns, and as provided in Article VI, Sections 2 and 3, be enforceable by City, for a term equal to the Required Covenant Period as defined herein, provided; however, that the covenants regarding nondiscrimination set forth in Section 4 of Article II of this Regulatory Agreement shall remain in effect for perpetuity. This Regulatory Agreement shall not be subordinate to the lien of any financing obtained by Developer with respect to the Site. Section 4. Construction. The provisions of this Regulatory Agreement shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of Required Affordable Units available at Affordable Rent for Very Low Income Households, and, to the extent provided herein, Low Income Households in conformity with the Prescribed Income Levels. The article and section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. Developer shall be obligated by this Regulatory Agreement to comply with the provisions hereof, as well as the City Grant Deed. In the event of conflict, Developer shall comply with the most stringent requirements, in each case. Section 5. Amendments. This Regulatory Agreement may be amended only by the written agreement of Developer, and City. Section 6. Encroachments. None of the rights and obligations of Developer created herein shall be altered in any way by encroachments due to settlement or shifting of structures or any other cause. There shall be valid easements for the maintenance of said encroachments so long as they shall exist; provided, however, that in no event shall a valid easement for encroachment be created in favor of Developer if said encroachment occurs due to the willful conduct of said Developer. H-40 11086-0001 \23 04251 v3. doc Section 7. Notices. Any notice permitted or required to be delivered as provided herein to Developer shall be in writing and may be delivered either by reputable overnight service or certified mail to its address on the first page hereof, and shall be effective as of one business day after delivery to the messenger service for overnight delivery, or the date of delivery or attempted delivery shown on the return receipt. Such address may be changed from time to time by notice in writing. Section 8. Notice of Transfer of Title; Notice of Property Manager. Developer shall promptly notify City in writing of the identity and address for notices for the initial Property Manager and any replacement thereof, and Developer shall also promptly notify the City in writing of any conveyance of the Approved Housing Development, including the name of any buyer and the address for notices of the buyer. DEVELOPER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partner Caleb Roope, Manager CITY: CITY OF TEMECULA, a municipal corporation By: Print Name: Title: ATTEST: Randi Johl, City Cleric H-41 11086-0001 \23 04251 v3. doc EXHIBIT A LEGAL DESCRIPTION OF THE SITE Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS H-42 11086-0001 \23 04251 v3. doe SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 H-43 11086-0001 \23 04251 v3. doc VICINITY MAP City of Temecula ..:,,: 11 0 250 500 Feet This map was made by the City of Temecula Geographic Informsaatem. The map is derived from base data produced by the Wvar�de Countyunty As®ssofs Department and the Transportation end Land Management Agency of Rlverslde County The City of Temecua assumes no warranty orlegal resihansbillty, forthe NORTH information contained on this map Data and inforrnation represented on thismap we subjectto update and mohYtication The Geographic Information System and othersources should be queried for the most current information. This map is not for reprint or resale Gucujraryhlc Worma6an Systems A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-44 11086-0001 \23 04251 v3. doe A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-45 11086-0001 \23 04251 v3. doe A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) H-46 11086-0001 \23 04251 v3. doe EXHIBIT "I" FORM OF CERTIFICATE OF COMPLETION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: APN(s): 922-053-021-2; 922-053-048-7; 922-053-047-6 (Space Above for Recorder's Use Only) This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. CERTIFICATE OF COMPLETION THIS CERTIFICATE OF COMPLETION (the "Certificate") is made by the CITY OF TEMECULA, a municipal corporation (the "City"), in favor of TEMECULA PACIFIC ASSOCIATES, a California limited partnership. RECITALS A. City and Developer have entered into that certain unrecorded Disposition and Development Agreement (the "DDA") dated as of 2019 concerning the development of certain real property situated in the City of Temecula, California, described in Exhibit "A" attached hereto (the "Site"). B. As referenced in Section 3.11 of the DDA, City is required to furnish Developer or its successors with a Certificate of Completion upon completion of construction of the "Project" (as defined in the DDA), which Certificate is required to be in such form as to permit it to be recorded in the Recorder's Office of Riverside County. This Certificate is conclusive determination of satisfactory completion of the construction and development required by the DDA. C. City has conclusively determined that the construction and development of the Project has been satisfactorily completed. NOW, THEREFORE, City hereby certifies as follows: 1. City does hereby certify that the Project to be constructed by Developer has been fully and satisfactorily completed in full conformance with the DDA. I-1 11086-0001\230425 tv3.doc 2. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. 3. This Certificate shall not constitute evidence of Developer's compliance with those covenants in the DDA that survive the issuance of this Certificate. 4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA (including without limitation the attachments thereto). IN WITNESS WHEREOF, City has executed this Certificate of Completion this day of , 20 . CITY OF TEMECULA By: City Manager ATTEST: , City Clerk I-2 11086-0001 \23 04251 vI doe A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) I-3 11086-0001 \23 04251 v3. doe EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP; THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP; THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF. ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS I-4 11086-0001 \23 04251 v3. doc SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 I-5 11086-0001 \23 04251 v3. doc EXHIBIT "J" BASE PRO -FORMA (Attached.) J-1 11086-0001 \23 04251 vI doc Vine Creek Apts. A 60-Unit Workforce Housing Community Temecula, CA Financial Pro Forma Rev. 5/12/19 Prepared By: Caleb Roope Pacific West Communities, Inc. 430 East State Street, Suite 100 Eagle, ID 83616 208.461.0022 x 3015 208.461.3267 fax calebr@tpchousing.com Rev. 5112119 DEVELOPMENT BUDGET Vine Creek Apts. Temecula, CA Total Land Costs Total Acquisition Costs New Construction and/or Rehabilitation Off -Site Work Prevailing Wages On Site Work Structures General Requirements Contractor Overhead Contractor Profit Construction Contingency Total Construction Costs Financing Costs Construction Loan Interest Construction Loan Fee Construction Lender Costs (Legal, Etc.) Bond Issuer & Trustee Fees Permanent Loan Fees Permanent Loan Costs Tax Credit Fees Bond Counsel Financial Advisor Total Financing Costs Soft Costs Architectural Engineering/Surveying/Environmental Taxes During Construction Insurance Title & Recording Borrower Attorney Appraisal Local Tap, Building Permit, & Impact Fees Marketing Relocation Costs Furnishings Cost Certification Market Study Soft Cost Contingency Developer Overhead & Profit Consultant Fee Total Soft Costs Reserves Rent Reserve Operating Reserve Total Reserve Costs Project Costs $ 2,683,000 1,320,000 9,693,600 660,816 220,272 660,816 630,000 $ 13,185,504 $ 265,000 131,000 50,000 21,500 25,000 82,652 $ 575,152 $ 400,000 200,000 10,000 197,800 40,000 40,000 10,000 1,619,6 33 78,947 40,000 10,000 10,000 100,000 2,000,000 $ 4,756,390 Cost Per Cost Per Tax Credit Unit Res. Sq. Ft. Eligible Basis $ 44,717 $ 47.50 22,000 161,560 11,014 3,671 11,014 10,500 $ 219,758 $ 4,417 2,183 833 358 417 1,378 $ 9,586 $ 6,667 3,333 167 3,297 667 667 167 26,994 1,316 667 167 167 1,667 33,333 $ 79,273 23.37 171.63 11.70 3.90 11.70 11.15 $ 233.45 $ 4.69 2.32 0.89 0.38 0.44 1.46 $ 10.18 $ 7.08 3.54 0.18 3.50 0.71 0.71 0.18 28.68 1.40 0.71 0.18 0.18 1.77 35.41 $ 84.21 XXXXXXXXXX 1,320,000 9,693,600 660,816 220,272 660,816 630,000 $ 13,185,504 $ 265,000 131,000 50,000 XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX $ 446,000 $ 400,000 200,000 10,000 197,800 40,000 40,000 10,000 1,619,643 XXXXXXXXXX XXXXXXXXXX 40,000 10,000 10,000 100,000 1,400,000 $ 4,077,443 $ 50,000 $ 833 $ 0.89 XXXXXXXXXX 113,496 1,892 2.01 XXXXXXXXXX $ 163,496 $ 2,725 $ 2.89 XXXXXXXXXX Totals $ 21,363,542 $ 356,059 $ 378.25 $ 17,708,947 Rev. 5112119 SOURCES & USES Vine Creek Apts. Temecula, CA CONSTRUCTION PHASE Sources of Funds PERMANENT PHASE Sources of Funds Tax Credit Financing $ 3,302,708 Total Tax Credit Financing $ 16,513,542 City Land Loan $ 700,000 Permanent Loan $ 2,150,000 City Impact Fee Loan $ 698,281 City Land Loan $ 700,000 City Capital Loan $ 1,301,719 City Impact Fee Loan $ 698,281 Other $ - City Capital Loan $ 1,301,719 Other $ - Other $ - Deferred Costs $ 163,496 Other $ - Deferred Contractor Profit $ - Other $ - Deferred Developer Fee $ 2,000,000 Other $ - Construction Loan $ 13,197,338 Other $ - Total Sources of Funds $ 21,363,542 Total Sources of Funds $ 21,363,542 Uses of Funds Uses of Funds Total Land Costs $ 2,683,000 Total Land Costs $ 2,683,000 Total Acquisition Costs $ - Total Acquisition Costs $ - New Construction and/or Rehabilitation $ 12,555,504 New Construction and/or Rehabilitation $ 12,555,504 Construction Contingency $ 630,000 Construction Contingency $ 630,000 Financing Costs $ 575,152 Financing Costs $ 575,152 Architecture & Engineering $ 600,000 Architecture & Engineering $ 600,000 Other Soft Costs $ 2,056,390 Other Soft Costs $ 2,056,390 Developer Fees $ 2,000,000 Developer Fees $ 2,000,000 Soft Cost Contingency $ 100,000 Soft Cost Contingency $ 100,000 Reserves $ 163,496 Reserves $ 163,496 Total Uses of Funds $ 21,363,542 Total Uses of Funds $ 21,363,542 FINANCING & COMPLIANCE DETAILS Vine Creek Apts. Temecula, CA PERMANENT FINANCING Total Project Costs 2019 Tie -Breaker 42.069% Tax Credit Financing Tax Credit Eligible Basis $ 17,708,947 Less: Grant Proceeds & Other Exclusions $ - Voluntary Basis Reduction $ 2,025,000 Requested Eligible Basis $ 15,683,947 Difficult to Develop Bonus (Yes - 130%, No - 100%) 100% Total Adjusted Eligible Basis $ 15,683,947 Times % of Affordable Units or Sqr. Ft. 100.00% Qualified Basis Eligible to Receive Tax Credits $ 15,683,947 Less Voluntary Credit Reduction 0.00% $ - $ 15,683,947 Federal Credits State Credits Times Credit % TCAC Est. 9.00% 30.00% Times Number of Years 10 1 Total Tax Credits $ 14,115, 550 + $ 4,705,184 = $ 18, 820, 730 Syndicated at an Investment Rate of 99.99% at a Price of $ 0.8775 $ 0.92 $ 0.75 Equals Tax Credit Equity Proceeds $ 16,513,542 Rev. 5/12/19 $ 21,363,542 Total Tax Credit Financing 77.30% $ (16,513,542) Permanent Loan 10.06% $ (2,150,000) City Land Loan 3.28% $ (700,000) City Impact Fee Loan 3.27% $ (698,281) City Capital Loan 6.09% $ (1,301,719) Other 0.00% $ - Other 0.00% $ - Financing Shortfall / (Overage) 0.00% $ - Max. HOME - No Davis Bacon HOME Units 1-Bedroom # 1 I Max. Subsidy Subsidy by Type $ 161,738 $ 161,738 Total $ Limit 809,515 Max. HOME Units 11 Ratio to Tot. Units 18.33% 2-Bedroom 2 $ 196,673 $ 393,346 Loan Amount Tot. Project Costs $ 21,363,542 3-Bedroom 1 $ 254,431 $ 254,431 $ - HOME Loan 1 4-Bedroom 0 $ - $ - O.K. $ 3,915,937 Compliance with LIHTC Eligible Basis Limits Construction Financing Riverside Tax Credit Financing $ 3,302,708 Unit Number County Basis City Land Loan $ 700,000 Size of Units Limits $ Totals 1,675,905 City Impact Fee Loan City Capital Loan $ $ 698,281 1,301,719 1 7 $ 239,415 2 32 $ 288,800 $ 9,241,600 Other $ - 3 21 $ 369,664 $ 7,762,944 Other $ - 4 0 $ - $ $ - 18,680,449 Deferred Costs Deferred Contractor Profit $ $ 163,496 - Base Limit Base Limit Plus Adjustments $ 20,100,092 Deferred Developer Fee $ 2,000,000 Requested Eligible Basis $ 17,708,947 Construction Loan $ 13,197,338 % Below / (Above) Cost Limit 11.8962% Total Project Costs 1 $ 21,363,542 OPERATING & LOANDETAILS Project: Vine Creek Apts. Location: Temecula, CA Rev. 5/12/19 Type 1BR/1BA-CRL 1BR/1BA 1BR/1BA-CRL 1BR/1BA-CRL 2BR/1BA 2BR/1BA-CRL 2BR/1BA 2BR/1BA 3BR/2BA 3BR/2BA-CRL(1; 3BR/2BA 3BR/2BA 4BR/2BA 4BR/2BA 4BR/2BA 4BR/2BA 3BR/2BA TCACAMI Number Avg. Unit Gross Utility Net Monthly Annual Rent Level of Units Sq. Ft. Rent Allowance Rent Totals Totals 30% 3 660 404 60 344 1,032 12,384 40% 1 660 539 60 479 479 5,748 50% 1 660 673 60 613 613 7,356 60% 2 660 808 60 748 1,496 17,952 30% 9 880 485 79 406 3,654 43,848 40% 3 880 647 79 568 1,704 20,448 50% 3 880 808 79 729 2,187 26,244 60% 17 880 970 79 891 15,147 181,764 30% 6 1,050 560 98 462 2,772 33,264 40% 2 1,050 747 98 649 1,298 15,576 50% 2 1,050 933 98 835 1,670 20,040 60% 10 1,050 1,120 98 1,022 10,220 122,640 30% 0 0 0 0 0 0 0 40% 0 0 0 0 0 0 0 50% 0 0 0 0 0 0 0 60% 0 0 0 0 0 0 0 Manager's 1 1,050 0 0 0 0 0 Total Units & Sq. Ft. 60 54,830 Communtiy Facilities 1,650 Total Project Sq. Ft. 56,4801 % of Sq. Ft. Affordable 1FAffordable % of Units 100.00E.]l 100.00% Operating Deficit Guarantee 10% of Perm. Year 1 Op. Exp. $ 215,000 $ 307,500 Guarantee $ 307,500 Replacement Reserves IStandard/Unit $ 250 UMR Min/Unit $ 600 Reserve / Unit $ 250 Project Unit Mix Unit Type Number % of Total 1 Bdrm./1 Bath. 7 11.67% 2 Bdrm./1 Bath. 32 53.33% 3 Bdrm./2 Bath. 21 35.00 o 4 Bdrm./2 Bath. 0 0.00% Totals 60 100.00% Total Annual Rental Income Other Income Laundry /Unit/Year $ 100 Tenant Charges & Interest /Unit/Year $ 50 Total Annual Other Income Total Annual Potential Gross Income Vacancy & Collection Loss 5% Annual Effective Gross Income Average Affordability Unit Type Number % of Units Factor 30% 18 30.51 % 0.09 40% 6 10.17% 0.04 50% 6 10.17% 0.05 60% 29 49.15% 0.29 Average Affordability 47.80% 11 $ 42,272 $ 507,264 $ 507,264 $ 6,000 Q 12 Ann $ 9,000 $ 516,264 e il)c Qi z� Q Ann ec4 OPERATING & LOANDETAILS (continued) Project: Vine Creek Apts. ANNUAL EXPENSES Real Estate Taxes & Special Assessments State Taxes Insurance Licenses Fuel & Gas Electricity Water & Sewer Trash Removal Pest Control Building & Maintenance Repairs Building & Maintenance Supplies Supportive Services Annual Issuer & Trustee Fees Gardening & Landscaping Management Fee On -Site Manager(s) Other Payroll Manager's Unit Expense Cleaning Supplies Benefits Payroll Taxes & Work Comp Advertising Telephone Legal & Accounting Operating Reserves Office Supplies & Expense Miscellaneous Administrative Replacement Reserves Annual Expenses - Per Unit & Total Annual Net Operating Income - Per Unit & Total PERMANENT DEBT ANALYSIS Cap Rate Loan -To -Value Restriction Debt Service Coverage Loan Amount Constant Interest Rate Amortization Period in Years Annual Debt Service Annual Cash Flow Loan Selection Location: Temecula, CA Rev. 5/12/19 % of Annual EGI % of Total Operating Exp. Per Unit Total 0.98% 1.56% $ 80.00 $ 4,800 0.16% 0.26% $ 13.00 $ 800 2.45% 3.90% $ 200.00 $ 12,000 0.07% 0.11% $ 6.00 $ 350 0.16% 0.25% $ 13.00 $ 800 1.26% 2.00% $ 103.00 $ 6,200 7.52% 12.00% $ 615.00 $ 36,900 3.14% 5.00% $ 256.00 $ 15,400 0.22% 0.36% $ 18.00 $ 1,100 7.52% 12.00% $ 615.00 $ 36,900 3.77% 6.00% $ 308.00 $ 18,500 3.67% 5.85% $ 300.00 $ 18,000 0.00% 0.00% $ - $ - 3.77% 6.00% $ 308.00 $ 18,500 6.00% 9.40% $ 482.00 $ 28,900 5.87% 9.37% $ 480.00 $ 28,800 5.02% 8.00% $ 410.00 $ 24,600 0.00% 0.00% $ - $ - 0.63% 1.00% $ 51.00 $ 3,100 0.41% 0.65% $ 33.00 $ 2,000 2.51% 4.00% $ 205.00 $ 12,300 0.94% 1.50% $ 77.00 $ 4,600 0.31% 0.49% $ 25.00 $ 1,500 1.22% 1.95% $ 100.00 $ 6,000 0.00% 0.00% $ - $ - 0.31% 0.49% $ 25.00 $ 1,500 1.82% 2.98% $ 152.00 $ 8,950 3.06% 4.88% $ 250.00 $ 15,000 $ 5,125 $ 307,500 $ 3,049 $ 182,951 LTV Restricted Loan Amounts IF_DSC Ratio Restricted Loan Amounts 8.500% 9.000% 9.500% ** Fixed Loan 90% 90% 90% 1.39 1.47 1.55 1 Amount 1.15 1.20 11 1.25 $ 1,937,128 F$-1,829,51011 $ 1,733,220 11 $ 2,334,90211 $ 2,237,615 1 $ 2,150,000 ** **11**11 0.06813511 0.06813511 0.068135 5.500% 5.500% 5.500% 5.500% 5.500% 5.500% 30 30 30 30 30 30 $ 131,986 $ 124,653 $ 118,092 $ 159,088 $ 152,459 $ 146,484 $ 50,965 $ 58,298 $ 64,859 $ 23,863 $ 30,492 $ 36,467 x Vine Creek Apts. Temecula, CA Rev. 5/12/19 Multi -Year Stabilized Operating Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year 1 No. of Units Annual Increase Year 1 Year 2 Year 3 Year 4 Year 5 1BR/1BA-CRL 30% 344 3 2.5% 12,384 12,694 13,011 13,336 13,670 1BR/1BA 40% 479 1 2.5% 5,748 5,892 6,039 6,190 6,345 1BR/1BA-CRL 50% 613 1 2.5% 7,356 7,540 7,728 7,922 8,120 1BR/1BA-CRL 60% 748 2 2.5% 17,952 18,401 18,861 19,332 19,816 2BR/1BA 30% 406 9 1 2.5% 43,848 1 44,944 46,068 47,220 1 48,400 2BR/1BA-CRL 40% 568 3 2.5% 20,448 20,959 21,483 22,020 22,571 2BR/1BA 50% 729 3 2.5% 26,244 26,900 27,573 28,262 28,968 2BR/1BA 60% 891 17 2.5% 181,764 186,308 190,966 195,740 200,633 3BR/2BA 30% 462 6 2.5% 33,264 34,096 34,948 35,822 36,717 3BR/2BA-CRL(1) 40% 649 2 2.5% 15,576 15,965 16,365 16,774 17,193 3BR/2BA 50% 835 2 2.5% 20,040 20,541 21,055 21,581 22,120 3BR/2BA 60% 1,022 10 1 2.5% 122,640 1 125,706 128,849 132,070 135,372 4BR/2BA 30% 0 0 2.5% - - - - - 4BR/2BA 40% 0 0 2.5% 4BR/2BA 50% 0 0 2.5% 4BR/2BA 60% 0 0 2.5% 3BR/2BA I Manager's 1 0 1 2.5% - - - - - TOTAL RENTAL INCOME 60 507,264 519,946 532,944 546,268 559,925 OTHER INCOME Units Incr./Yr, Year-1 Year-2 Year-3 Year-4 Year-5 Laundry 60 2.5% 6,000 6,150 6,304 6,461 6,623 Tenant Charges & Interesl 60 2.5% 3,000 3,075 3,152 3,231 3,311 TOTAL OTHER INCOME 9,000 9,225 9,456 9,692 9,934 TOTAL INCOME 516,264 529,171 542,400 555,960 569,859 Less Vacancy Allowance 5% (25,813) (26,459) (27,120) (27,798) (28,493) GROSS INCOME 490,451 502,712 515,280 528,162 541,366 OPERATING EXPENSES Per Unit - Yr. 1 %EGI Incr./Yr. Year-1 Year-2 Year-3 Year-4 Year-5 Advertising $ 77 0.9% 3.5% 4,600 4,761 4,928 5,100 5,279 Le al $ 33 0.4% 3.5% 2,000 2,070 2,142 2,217 2,295 Accounting/Audit $ 67 0.8% 3.5% 4,000 4,140 4,285 4,435 1 4,590 Security $ - 0.0% 3.5% - - - - - Other: Telephone, Office Expense, Misc. $ 199 2.4% 3.5% 11,950 12,368 12,801 13,249 13,713 Management Fee $ 482 5.9% 1 3.5% 28,900 29,912 30,958 32,042 33,163 Fuel $ 3 0.0% 1 3.5% 200 207 214 222 230 Gas $ 10 0.1% 1 3.5% 600 621 643 665 689 Electricity $ 103 1.3% 3.5% 6,200 6,417 6,642 6,874 7,115 Water/Sewer $ 615 7.5% 3.5% 36,900 38,192 39,528 40,912 1 42,344 On -Site Manager $ 480 5.9% 3.5% 28,800 29,808 30,851 31,931 33,049 Maintenance Personnel $ 410 5.0% 3.5% 24,600 25,461 26,352 27,274 28,229 Other: Payroll Taxes, Work Comp, Benefits $ 238 2.9% 3.5% 14,300 14,801 15,319 15,855 16,410 Insurance $ 200 2.4% 3.5% 12,000 12,420 12,855 13,305 13,770 Painting $ 50 0.6% 1 3.5% 3,000 3,105 3,214 3,326 3,443 Repairs $ 565 6.9% 1 3.5% 33,900 35,087 36,315 37,586 38,901 Trash Removal $ 257 3.1% 1 3.5% 15,400 15,939 16,497 17,074 17,672 Exterminating $ 18 0.2% 1 3.5% 1,100 1,139 1,178 1,220 1,262 Grounds $ 308 3.8% 3.5% 18,500 19,148 19,818 20,511 21,229 Elevator $ - 0.0% 3.5% - - - - - Other: Cleaning & Building Supplies $ 360 4.4% 3.5% 21,600 22,356 23,138 23,948 24,786 Other: Licenses $ 6 0.1% 3.5% 350 362 375 388 402 Other: State Tax $ 13 0.2% 3.5% 800 828 857 887 918 Other: $ - 0.0% 3.5% - - - - - Other: $ 0.0% 3.5% Other: $ 0.0% 3.5% TOTAL OPERATING EXPENSES $ 4,495 269,700 279,140 288,909 299,021 309,487 Internet Expense $ - 0.0% 3.5% - - - - - Service Amenities $ 300 3.7% 3.5% 18,000 18,630 19,282 1 19,957 20,655 Reserve for Replacement $ 250 3.1% 0.0% 15,000 15,000 15,000 15,000 15,000 Real Estate Taxes $ 80 1.0% 2.0% 4,800 4,896 4,994 5,094 5,196 TOTAL EXPENSES, TAXES & RESERVES $ 5,125 1 1 307,500 317,666 328,185 339,072 350,338 CASH FLOW AVAILABLE FOR DEBT SERVICE 182,951 185,046 187,095 189,090 191,028 DEBT SERVICE & OTHER DISTRIBUTIONS Loan Amounl Year-1 Year-2 Year-3 Year-4 Year-5 Permanent Loan Hard $ 2,150,000 146,484 146,484 146,484 146,484 146,484 Other NA $ - - - - - - Asset Management Fees Sot $ 11,000 11,000 11,000 11,000 11,000 11,000 Other Sot $ - - - - - - City Land Loan Sot $ 700,000 3,301 3,573 3,838 4,097 4,348 City Impact Fee Loan Sot $ 698,281 1 3,293 3,564 31829 4,087 4,338 City Capital Loan Sot $ 1,301,719 6,139 6,644 7,138 7,619 8,086 Other Soft $ - - - - - - ANNUAL NET CASH FLOW 12,734 13,781 14,805 15,803 16,772 Deferred Dev. Fee Balancc Interest Rate: 0.00% - - - - - Debt Service Coverage Ratio on Hard Deb 1.25 1.26 1.28 1.29 1.30 Vine Creek Apts. Temecula, CA Multi -Year Stabilized Operating Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year 1 No. of Units Annual Increase Year 6 Year 7 Year 8 Year 9 Year 10 1BR/1BA-CRL 30% 344 3 2.5% 14,011 14,362 14,721 15,089 15,466 1BR/1BA 40% 479 1 2.5% 6,503 6,666 6,833 7,003 7,178 1BR/1BA-CRL 50% 613 1 2.5% 8,323 8,531 8,744 8,963 9,187 1BR/1BA-CRL 60% 748 2 2.5% 20,311 20,819 21,339 21,873 22,420 213R/1BA 30% 406 9 2.5% 49,610 1 50,850 52,121 53,425 1 54,760 2BR/1BA-CRL 40% 568 3 1 2.5% 23,135 23,713 24,306 24,914 25,537 213R/1BA 50% 729 3 2.5% 29,693 30,435 31,196 31,976 32,775 213R/1BA 60% 891 17 2.5% 205,649 210,791 216,060 221,462 226,998 313R/213A 30% 462 6 2.5% 37,635 38,576 39,540 40,529 41,542 3BR/2BA-CRL(l) 40% 649 2 2.5% 17,623 18,063 18,515 18,978 19,452 313R/213A 50% 835 2 2.5% 22,673 23,240 23,821 24,417 25,027 313R/213A 60% 1,022 10 2.5% 138,756 142,225 145,780 149,425 153,161 413R/213A 30% 0 0 2.5% 1 - - - - - 4BR/2BA 40% 0 0 2.5% 4BR/2BA 50% 0 0 2.5% 4BR/2BA 60% 0 0 2.5% 313R/213A I Manager's 1 0 1 2.5% - - - - - TOTAL RENTAL INCOME 60 573,923 5889271 6029977 6189052 6339503 OTHER INCOME Units Incr./Yr. Year-6 Year-7 Year-8 Year-9 Year-10 Laundry 60 2.5% 6,788 6,958 7,132 7,310 7,493 Tenant Charges & Interesl 60 2.5% 3,394 3,479 3,566 3,655 3,747 TOTAL OTHER INCOME 10,183 10,437 10,698 10,966 11,240 TOTAL INCOME 584,105 598,708 613,676 629,018 644,743 Less Vacancy Allowance 5% (29,205) (29,935) (30,684) (31,451) (32,237) GROSS INCOME 5549900 5689773 5829992 5979567 6129506 OPERATING EXPENSES Per Unit - Yr. 1 %EGI Incr./Yr. Year-6 Year-7 Year-8 Year-9 Year-10 Advertising $ 77 0.9% 3.5% 5,463 5,655 5,852 6,057 6,269 Legal $ 33 0.4% 3.5% 2,375 2,459 2,545 2,634 2,726 Accounting/Audit $ 67 0.8% 3.5% 4,751 4,917 5,089 5,267 5,452 Security $ - 0.0% 3.5% - - - - - Other: Telephone, Office Expense, Misc. $ 199 2.4% 3.5% 14,193 1 14,690 15,204 15,736 1 16,287 Management Fee $ 482 5.9% 1 3.5% 34,324 35,525 36,769 38,056 39,388 Fuel $ 3 0.0% 3.5% 238 246 254 263 273 Gas $ 10 0.1% 3.5% 713 738 763 790 818 Electricity $ 103 1.3% 3.5% 7,364 7,621 7,888 8,164 8,450 Water/Sewer $ 615 7.5% 3.5% 43,826 45,360 46,947 48,590 50,291 On -Site Manager $ 480 5.9% 3.5% 34,205 35,403 36,642 37,924 39,251 Maintenance Personnel $ 410 5.0% 3.5% 29,217 30,240 31,298 32,394 33,527 Other: Payroll Taxes, Work Comp, Benefits $ 238 2.9% 3.5% 16,984 17,578 18,194 18,830 19,489 Insurance $ 200 2.4% 3.5% 14,252 1 14,751 15,267 15,802 16,355 Painting $ 50 0.6% 3.5% 3,563 3,688 3,817 3,950 4,089 Repairs $ 565 6.9% 3.5% 40,263 41,672 43,130 44,640 46,202 Trash Removal $ 257 3.1% 3.5% 18,290 18,931 19,593 20,279 20,989 Exterminating $ 18 0.2% 3.5% 1,306 1,352 1,400 1,448 1,499 Grounds $ 308 3.8% 3.5% 21,972 22,741 23,537 24,361 1 25,214 Elevator $ - 0.0% 3.5% - - - - Other: Cleaning & Building Supplies $ 360 4.4% 3.5% 25,654 1 26,552 27,481 28,443 29,439 Other: Licenses $ 6 0.1% 3.5% 416 430 445 461 477 Other: State Tax $ 13 0.2% 3.5% 950 983 1,018 1,053 1,090 Other: $ - 0.0% 3.5% - - - - - Other: $ 0.0% 3.5% Other: $ 0.0% 3.5% - - - - - TOTAL OPERATING EXPENSES $ 49495 320,319 3319530 3439134 3559143 3679573 Internet Expense $ - 0.0% 3.5% - - - - - Service Amenities $ 300 3.7% 3.5% 21,378 22,127 22,901 23,703 24,532 Reserve for Replacement $ 250 3.1% 0.0% 15,000 15,000 15,000 15,000 15,000 Real Estate Taxes $ 80 1.0% 2.0% 5,300 5,406 5,514 5,624 5,736 TOTAL EXPENSES, TAXES & RESERVES $ 59125 3619997 3749062 3869548 3999470 4129842 CASH FLOW AVAILABLE FOR DEBT SERVICE 1929903 1949711 1969443 1989097 1999664 DEBT SERVICE & OTHER DISTRIBUTIONS Loan Amounl Year-6 Year-7 Year-8 Year-9 Year-10 Permanent Loan Hard $ 2,150,000 146,484 146,484 146,484 146,484 146,484 Other NA $ - - - - - - Asset Management Fees Sot $ 11,000 11,000 11,000 11,000 11,000 11,000 Other Sot $ - - - - - - City Land Loan Sot $ 700,000 4,591 4,826 5,050 5,265 5,468 City Impact Fee Loan Sot $ 698,281 4,580 4,814 5,038 5,252 5,454 City Capital Loan Sot $ 1,301,719 8,538 8,974 9,391 9,790 10,168 Other Soft $ - - - - - - ANNUAL NET CASH FLOW 17,710 18,613 19,480 20,306 21,090 Deferred Dev. Fee Balancc Interest Rate: 0.00% - - - - - Debt Service Coverage Ratio on Hard Deb 1.32 1.33 1.34 1.35 1.36 Vine Creek Apts. Temecula, CA Multi -Year Stabilized Operating Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year 1 No. of Units Annual Increase Year 11 Year 12 Year 13 Year 14 Year 15 1BR/1BA-CRL 30% 344 3 2.5% 15,853 16,249 16,655 17,071 17,498 1BR/1BA 40% 479 1 2.5% 7,358 7,542 7,730 7,924 8,122 1BR/1BA-CRL 50% 613 1 2.5% 9,416 9,652 9,893 10,140 10,394 1BR/1BA-CRL 60% 748 2 2.5% 22,980 23,555 24,143 24,747 25,366 213R/1BA 30% 406 9 2.5% 56,129 1 57,532 58,971 60,445 1 61,956 2BR/1BA-CRL 40% 568 3 1 2.5% 26,175 26,830 27,500 28,188 28,892 213R/1BA 50% 729 3 2.5% 33,595 34,434 35,295 36,178 37,082 213R/1BA 60% 891 17 2.5% 232,673 238,490 244,452 250,564 256,828 313R/213A 30% 462 6 2.5% 42,581 43,645 44,736 45,855 47,001 3BR/2BA-CRL(l) 40% 649 2 2.5% 19,939 20,437 20,948 21,472 22,008 313R/213A 50% 835 2 2.5% 25,653 26,294 26,952 27,625 28,316 313R/213A 60% 1,022 10 2.5% 156,990 160,914 164,937 169,061 173,287 413R/213A 30% 0 0 2.5% 1 - - - - - 4BR/2BA 40% 0 0 2.5% 4BR/2BA 50% 0 0 2.5% 4BR/2BA 60% 0 0 2.5% 313R/213A I Manager's 1 0 1 2.5% - - - - - TOTAL RENTAL INCOME 60 649,341 665,574 682,214 699,269 716,751 OTHER INCOME Units Incr./Yr. Year -I I Year-12 Year-13 Year-14 Year-15 Laundry 60 2.5% 7,681 7,873 8,069 8,271 8,478 Tenant Charges & Interesl 60 2.5% 3,840 3,936 4,035 4,136 4,239 TOTAL OTHER INCOME 11,521 11,809 12,104 12,407 12,717 TOTAL INCOME 660,862 677,383 694,318 711,676 729,468 Less Vacancy Allowance 5% (33,043) (33,869) (34,716) (35,584) (36,473) GROSS INCOME 627,819 6439514 6599602 6769092 6929995 OPERATING EXPENSES Per Unit - Yr. 1 %EGI Incr./Yr. Year -I I Year-12 Year-13 Year-14 Year-15 Advertising $ 77 0.9% 3.5% 6,489 6,716 6,951 7,194 7,446 Legal $ 33 0.4% 3.5% 2,821 2,920 3,022 3,128 3,237 Accounting/Audit $ 67 0.8% 3.5% 5,642 5,840 6,044 6,256 6,475 Security $ - 0.0% 3.5% - - - - - Other: Telephone, Office Expense, Misc. $ 199 2.4% 3.5% 16,857 1 17,447 18,057 18,689 1 19,343 Management Fee $ 482 5.9% 1 3.5% 40,766 42,193 43,670 45,198 46,780 Fuel $ 3 0.0% 3.5% 282 292 302 313 324 Gas $ 10 0.1% 3.5% 846 876 907 938 971 Electricity $ 103 1.3% 3.5% 8,746 9,052 9,369 9,697 10,036 Water/Sewer $ 615 7.5% 3.5% 52,051 53,873 55,758 57,710 59,730 On -Site Manager $ 480 5.9% 3.5% 40,625 42,047 43,519 45,042 46,618 Maintenance Personnel $ 410 5.0% 3.5% 34,701 1 35,915 37,172 38,473 1 39,820 Other: Payroll Taxes, Work Comp, Benefits $ 238 2.9% 3.5% 20,172 20,878 21,608 22,365 23,147 Insurance $ 200 2.4% 3.5% 16,927 17,520 18,133 18,767 19,424 Painting $ 50 0.6% 3.5% 4,232 4,380 4,533 4,692 4,856 Repairs $ 565 6.9% 3.5% 47,819 49,493 51,225 53,018 54,874 Trash Removal $ 257 3.1% 3.5% 21,723 22,484 23,270 24,085 24,928 Exterminating $ 18 0.2% 3.5% 1,552 1,606 1,662 1,720 1,781 Grounds $ 308 3.8% 3.5% 26,096 1 27,009 27,955 28,933 29,946 Elevator $ - 0.0% 3.5% - - - - - Other: Cleaning & Building Supplies $ 360 4.4% 3.5% 30,469 31,535 32,639 33,781 34,964 Other: Licenses $ 6 0.1% 3.5% 494 511 529 547 567 Other: State Tax $ 13 0.2% 3.5% 1,128 1,168 1,209 1,251 1,295 Other: $ - 0.0% 3.5% - - - - Other: $ 0.0% 3.5% Other: $ 0.0% 3.5% - TOTAL OPERATING EXPENSES $ 49495 3809438 3939754 407,535 4219799 4369562 Internet Expense $ - 0.0% 3.5% - - - - - Service Amenities $ 300 3.7% 3.5% 25,391 26,279 27,199 28,151 29,137 Reserve for Replacement $ 250 3.1% 0.0% 15,000 15,000 1 15,000 15,000 15,000 Real Estate Taxes $ 80 1.0% 2.0% 5,851 5,968 6,088 6,209 6,333 TOTAL EXPENSES, TAXES & RESERVES $ 59125 1 1 4269680 4419001 4559822 4719159 4879032 CASH FLOW AVAILABLE FOR DEBT SERVICE 2019138 2029513 2039780 2049932 2059963 DEBT SERVICE & OTHER DISTRIBUTIONS Loan Amount Year -I I Year-12 Year-13 Year-14 Year-15 Permanent Loan Hard $ 2,150,000 146,484 146,484 146,484 146,484 146,484 Other NA $ - - - - - - Asset Management Fees Sot $ 11,000 11,000 11,000 11,000 11,000 11,000 Other Sot $ - - - - - - City Land Loan Sot $ 700,000 5,659 5,837 6,001 6,151 6,284 City Impact Fee Loan Sot $ 698,281 1 5,645 5,823 5,987 6,136 6,269 City Capital Loan Sot $ 1,301,719 10,523 10,855 11,160 11,438 11,686 Other Soft $ - - - - - - ANNUAL NET CASH FLOW 21,827 22,514 23,148 1 23,724 24,239 Deferred Dev. Fee Balancc Interest Rate: 0.00% - - - - Debt Service Coverage Ratio on Hard Deb 1.37 1.38 1.39 1 1.40 1.41 TEMECULA REDEVELOPMENT PROJECT TEMECULA, CALIFORNIA SUMMARY REPORT PERTAINING TO THE PROPOSED SALE OF CERTAIN PROPERTY WITHIN THE REDEVELOPMENT PROJECT AREA California Community Redevelopment Law Section 33433 PURSUANT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF TEMECULA AND TEMECULA PACIFIC ASSOCIATES, L.P. Temecula, California June 2019 TABLE OF CONTENTS Page I. Introduction........................................................................................................................................ 1 II. Costs of the Agreement to the City..................................................................................................... 4 III. Estimated Value of the Interest to be Conveyed at the Highest and Best Use Permitted Under the RedevelopmentPlan...........................................................................................................................5 IV. Estimated Value of the Interest to be Conveyed at the Use and with the Conditions, Covenants, and Development Costs Required by the Agreement........................................................................ 6 V. Compensation which the Developer will be Required to Pay 0 VI. Explanation of the Difference, if any, between the Compensation to be Paid to the City by the Proposed Transaction and the Fair Market Value of the Interest to be Conveyed at the Highest and Best Use Consistent with the Redevelopment Plan..........................................................................10 VII. Explanation of Why the Sale of the City Property will Assist with the Elimination of Blight ............ 11 VIII. Limiting Conditions............................................................................................................................12 I. INTRODUCTION A. Purpose of Report This Summary Report was prepared in accordance with Section 33433 of the California Community Redevelopment Law in order to inform the City of Temecula (City) and the public about the proposed Disposition and Development Agreement (Agreement) between the City and Temecula Pacific Associates, L.P. (Developer). The Developer intends to build a 60-unit, three-story apartment complex affordable to households at Extremely Low-, Very Low-, and Low -Income levels (Project). The Project will be constructed on an approximate 2.27-acre site (Site) on Pujol Street in Temecula, California. The Site is comprised of the following: Description Developer Property 1.72 Acres City Property 0.55 Acres Total 2.27 Acres This Report describes and specifies: 1. The costs to be incurred by the City under the Disposition and Development Agreement (Agreement); 2. The estimated value of the interest to be conveyed by the City to the Developer at the highest and best use permitted under the Redevelopment Plan; 3. The estimated value of the interest to be conveyed at the proposed use and with the conditions, covenants, and development costs pursuant to the proposed Agreement; 4. The compensation to be paid to the City pursuant to the proposed transaction; 5. An explanation of the difference, if any, between the compensation to be paid to the City under the proposed transaction, and the fair market value at the highest and best use consistent with the Redevelopment Plan; and 6. An explanation of why the conveyance of the interest will assist with the elimination of blight. Summary Report Page 1 Vine Creek Apartments 19060kal 19545.040.001 B. Summary of Findings The City engaged its economic consultant, Keyser Marston Associates, Inc. (KMA), to analyze the financial terms contained in the proposed Agreement. KMA reviewed the draft Agreement under discussion between the City and the Developer as of the date of this Report. The KMA conclusions are summarized as follows: • The estimated costs of the Agreements to the City total $2,539,000. • The estimated fair market value of the interest to be conveyed at its highest and best use is $710,000. • The estimated fair re -use value of the interest to be conveyed is negative $2,000,000. • The estimated value of the compensation to be received by the City is negative $1,766,000. C. Description of Area and Proposed Project Old Town Temecula was founded in the 1880s and is considered the heart of Temecula. The Old Town area is characterized as a unique and historic environment with a distinct western theme that is present in its streetscape and architecture. The historic neighborhood offers its residents and tourists a variety of specialty shopping, dining, and entertainment uses. Table 1 describes the physical characteristics of the proposed Project. The proposed Project will contain three (3) stories of residential development featuring 60 apartments. The apartments comprise seven (7) one bedroom, 32 two bedroom, and 21 three bedroom units with an overall average size of 914 SF. Fifty-nine (59) units will be affordable to Extremely Low-, Very Low-, and Low - Income households earning between 30% and 60% of Area Median Income (AMI). D. Proposed Transaction Terms This section summarizes the salient aspects of the business terms contained in the proposed Agreement. • The City will convey fee simple title for the City Property to the Developer for a purchase price of $710,000 (Purchase Price). • The Developer will construct 59 residential units, affordable to Extremely Low-, Very Low-, and Low-income households, and one (1) manager unit. Summary Report Page 2 Vine Creek Apartments 19060kal 19545.040.001 • It is the responsibility of the Developer to ensure that applicable City zoning and land use requirements will permit development of the proposed Project. • The Developer will be responsible for all development costs, including site preparation, grading, and construction of the Project, and off -site improvements. • It is the responsibility of the Developer to conform to all applicable Federal and State labor laws including requirements, if any, to pay prevailing wages. • The Developer will have until December 2020 to apply to, and secure from, the State of California for 9% Low Income Housing Tax Credits (LIHTC) and must apply at every application opportunity. • If the Developer is not successful in securing 9% tax credits, the Developer will have the option to apply to the California Debt Limit Allocation Committee (CDLAC) for a tax-exempt bond to combine this source with 4% LIHTCs and/or pursue other such comparable sources of funds. • Close of Escrow shall occur within seven (7) months after award of tax credits, but not later than July 1, 2023. • The City will contribute up to a total of $2,710,000 toward the Project, in the form of three (3) residual receipts loans (City Loans), as follows: Description Amount Deferred Fee Loan $698,281 Permanent Loan $1,301,719 Purchase Money Loan $710,000 Total City Loans $2,710,000 • The City Loans will bear a simple annual interest rate of 3% commencing on the date of disbursement. • The City will receive 50% of residual receipts toward repayment of the City Loans. Payments will be made first to pay down the Deferred Fee Loan. Upon repayment of the Deferred Fee Loan, pro rata payments will be made to pay down the Purchase Money Loan and the Permanent Loan. • Affordability restrictions on the Project will remain in effect for a term of 55 years. Summary Report Page 3 Vine Creek Apartments 19060kal 19545.040.001 II. COSTS OF THE AGREEMENT TO THE CITY The estimated costs of the Agreement total $2,539,000, reflecting all costs incurred by the City. These costs include the following items: City Costs -V Original Acquisition Costs (1) $484,000 Third Party Costs (2) $55,000 Subtotal $539,000 Add: City Loans $2,710,000 (Less) Purchase Price received for City Property ($710,000) Total City Costs $2,539,000 (1) Per City; reflects estimated purchase price in November 1999 based on per -SF purchase price of a portion of the City Property. (2) Gross estimate; includes legal and economic consultants. Summary Report Page 4 Vine Creek Apartments 19060kal 19545.040.001 III. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THE HIGHEST AND BEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN This section presents an analysis of the fair market value of the City Property at its highest and best use. In appraisal terminology, the highest and best use is that use of the City Property that generates the highest property value and is physically possible, financially feasible, and legally permitted. Therefore, value at highest and best use is based solely on the value created and not on whether or not that use carries out the redevelopment goals and policies for the City. The City Property is currently zoned SP-5, Old Town Specific Plan. This zoning allows for neighborhood residential use. The multi -family density allowed under this zoning is 35 units/acre. The Developer contracted with Kinetic Valuation Group (KVG) for an appraisal of the City Property. KVG estimated the current market value of the City Property as of February 18, 2019. The KVG appraisal does not consider the specific conditions, covenants, and restrictions contained within the Agreement. As such, KVG concluded the fee simple market value of the City Property, as is vacant, to be $710,000. This land value translates to $30 per SF. KMA conducted surveys of Old Town multi -family and mixed -use land sales and multi -family land sales throughout the Temecula Valley. The Old Town Specific Plan is a unique planning and regulatory document, and therefore it is difficult to adjust comparable sales from elsewhere in the Temecula Valley. The KVG estimate of value for the City Property reflects the upper end of the KMA surveyed comparables. Many of the surveyed comparable sales are inferior to the City Property with respect to location, configuration, and/or prevailing market conditions at time of sale, suggesting that significant upward adjustments are warranted. Cnnclusinn In view of the above considerations, KMA concurs with the appraiser's conclusion of value for the City Property of $30 per SF. On this basis, then, KMA finds that the fair market value of the City Property at its highest and best use is $710,000. Summary Report Page 5 Vine Creek Apartments 19060kal 19545.040.001 IV. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THE USE AND WITH THE CONDITIONS, COVENANTS, AND DEVELOPMENT COSTS REQUIRED BY THE AGREEMENT This section explains the principal conditions and covenants which the Developer of the interest to be conveyed must meet in order to comply with the Agreement. The Agreement contains specific covenants and conditions designed to ensure that the conveyance of the City Property will be carried out in a manner to achieve the City's objectives, standards, and criteria under the Redevelopment Plan. Based on a detailed financial feasibility analysis of the Project, KMA concludes that the fair re- use value of the interest to be conveyed is negative $2,000,000. KMA estimated the re -use value of the interest to be conveyed based on the anticipated income characteristics of the proposed Project. Re -use value is defined as the highest price in terms of cash or its equivalent which a property or development right is expected to bring for a specified use in a competitive open market, subject to the covenants, conditions, and restrictions imposed by the Agreement. KMA reviewed and analyzed the financial pro forma submitted by the Developer for the Project. Tables 2 through 4 present the KMA residual value analysis for the proposed Project. Estimated Development Costs Table 2 summarizes estimated development costs for the Project. Total development costs for the Project, excluding City Property land acquisition, are estimated at $20,664,000, or $366 per SF Gross Building Area (GBA), which equates to approximately $344,400 per dwelling unit. Total development costs consist of the following: • Direct construction costs, such as off -site improvements; on -site improvements; parking; shell construction; furniture, fixtures, and equipment (FF&E); and contingency. The total direct costs are estimated to be $13,226,000, or $234 per SF GBA. The estimate of direct costs does not assume the payment of prevailing wages. • Indirect costs, such as architecture and engineering, permits and fees, legal and accounting, taxes and insurance, developer fee, marketing/lease-up, and contingency. These are estimated to be $4,646,000, or 35.1% of direct costs. • Financing costs, including loan fees, interest during construction/lease-up, title/recording/escrow fees, Tax Credit Allocation Committee (TCAC) costs, and operating reserves. Total financing costs are estimated at $942,000, or 7.1% of direct costs. Summary Report Page 6 Vine Creek Apartments 19060kal 19545.040.001 • Acquisition costs for the Developer Property totaling $1,850,000, as evidenced by Costar Group, Inc. with a sale date of November 1, 2016. Net Operating Income Table 3 presents an estimate of stabilized Net Operating Income (NOI) for the Project, as follows: • The Agreement will restrict the residential units to Extremely Low-, Very Low- and Low -Income households. As discussed earlier, the Developer plans to apply to the State of California for Low Income Housing Tax Credits (LIHTC). Fifty-nine (59) of the units will be restricted per LIHTC requirements. The Developer has proposed an affordability mix competitive for a LIHTC application, as shown below: Area Median Income TCAC CRIL Total Extremely Low (30% AMI) 15 units 3 units 18 units Very Low Income (50% AMI) 7 units 5 units 12 units Low Income (60% AMI) 27 units 2 units 29 units Total Restricted Units 49 units 10 units 59 units Per the Agreement, ten (10) of those units will be restricted per California Redevelopment Law (CRL) and the Developer will be required to comply with CRL requirements when determining household income and affordable rent calculations. The proposed affordability mix, shown above, results in an average affordability for the Project (excluding the manager's unit) of 48% AMI. Based on these restrictions, total annual rental income amounts to $507,000. • Other income, such as laundry and vending, is estimated at $13 per unit per month. • A vacancy factor of 5.0% is assumed. • Total expenses have been estimated at $5,125 per unit per year. These consist of operating expenses, property taxes/assessments, replacement reserves, and tenant services. Based on these assumptions, stabilized annual NOI for the proposed Project is estimated at $183,000. Supportable Funding Sources As shown in Table 4, KMA estimates total available funding sources for the Project comprised of the following: Summary Report Page 7 Vine Creek Apartments 19060kal 19545.040.001 Total funding sources equal $18,664,000. These figures represent reasonable estimates of the maximum amounts available for each funding source. Residual Land Value — City Property Table 4 also presents the KMA estimate of residual land value for the City Property. The residual land value can be estimated as the difference between total available funding sources and total development costs. The comparison of total funding sources and total development costs yields a residual land value for the City Property of negative $2,000,000, as shown below: Total Sources of Funds $18,664,000 (Less) Total Development Costs without City Property 1 ($20,664,000) Residual Land Value — City Property I ($2,000,000) Conclusion Based on the foregoing analysis, KMA concludes that the fair re -use value of the City Property is negative $2,000,000. Summary Report Page 8 Vine Creek Apartments 19060kal 19545.040.001 V. THE COMPENSATION WHICH THE DEVELOPER WILL BE REQUIRED TO PAY This section summarizes the total compensation to be paid by the Developer to the City for the City Property. Developer compensation to the City will take the form of the Purchase Price and repayment of the City Loans through residual receipts payments: • The Developer will pay a Purchase Price of $710,000. • The Developer agrees to pay residual receipts to the City toward repayment of the City Loans. Table 5 presents the KMA estimate of City compensation from the Project's annual cash flow, inclusive of the unpaid balance of the City Loans and any accrued interest due and payable at the end of Year 55. As summarized below, the residual receipts revenue stream and loan payoff at Year 55 are estimated to have a net present value (NPV) of approximately $234,000, assuming a 10.0% discount rate. The following summarizes the total compensation to the City: (1) Present value figures expressed in 2019 dollars, at a 10.0% discount rate. The total compensation to the City is offset by the amount of the City Loans to the Developer ($2,710,000), as shown below: Conclusion Based on the foregoing analysis, KMA concludes that the effective compensation to be paid to the City for the City Property is negative $1,766,000. Summary Report Page 9 Vine Creek Apartments 19060kal 19545.040.001 VI. EXPLANATION OF THE DIFFERENCE, IF ANY, BETWEEN THE COMPENSATION TO BE PAID TO THE CITY BY THE PROPOSED TRANSACTION AND THE FAIR MARKET VALUE OF THE INTEREST TO BE CONVEYED AT THE HIGHEST AND BEST USE CONSISTENT WITH THE REDEVELOPMENT PLAN The fair market value of the interest to be conveyed at its highest and best use is estimated by KMA to be $710,000. The compensation to be paid to the City pursuant to the Agreement is estimated by KMA to be negative $1,766,000. Factors affecting the difference in compensation to the City and fair market value of the interest to be conveyed at highest and best use include: The Project will consist of apartment units restricted to Extremely Low-, Very Low-, and Low - Income households for 55 years. • The Project is proposed to receive subsidies from the Low Income Housing Tax Credit program, which imposes additional specific covenants and restrictions on development and operation of the Project. Summary Report Page 10 Vine Creek Apartments 19060kal 19545.040.001 VII. EXPLANATION OF WHY THE SALE OF THE CITY PROPERTY WILL ASSIST WITH THE ELIMINATION OF BLIGHT The Redevelopment Plan (Plan) for the Redevelopment Project Area governs the City Property. In accordance with Section 33490 of the California Community Redevelopment Law, the Plan contains the goals and objectives and the projects and expenditures proposed to eliminate blight within the Project Area. These blighting factors include: • The subdividing and sale of lots of irregular form and shape, and inadequate size, for proper usefulness and development. • A prevalence of depreciated values and impaired investments. Implementation of the proposed Agreement can be expected to assist in the alleviation of blighting conditions through the following: • Consolidation of irregular parcels into a site appropriate for development. • Elimination of conditions of economic dislocation such as fragmented ownership patterns. • Creation of housing opportunities for extremely-, very-, and low-income residents. Summary Report Page 11 Vine Creek Apartments 19060kal 19545.040.001 VIII. LIMITING CONDITIONS The estimates of re -use value and fair market value at the highest and best use contained in this Summary Report assume compliance with the following assumptions: 1. The ultimate development will not vary significantly from that assumed in this Report. 2. The title of the City Property is good and marketable; no title search has been made, nor have we attempted to determine the ownership of the property. The value estimates are given without regard to any questions of title, boundaries, encumbrances, liens or encroachments. It is assumed that all assessments, if any are paid. 3. The City Property will be in conformance with the applicable zoning and building ordinances. 4. Information provided by such local sources as governmental agencies, financial institutions, realtors, buyers, sellers, and others was considered in light of its source, and checked by secondary means. 5. If an unforeseen change occurs in the economy, the conclusions herein may no longer be valid. 6. The Developer will adhere to the schedule of performance described in the Agreement. 7. Both parties are well informed and well advised and each is acting prudently in what he/she considers his/her own best interest. 8. KMA is not advising or recommending any action betaken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues). 9. KMA is not acting as a Municipal Advisor to the City and does not assume any fiduciary duty hereunder, including, without limitation, a fiduciary duty to the City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in KMA's work product. 10. The City shall discuss any such information and material contained in KMA's work product with any and all internal and/or external advisors and experts, including its own Municipal Advisors, that it deems appropriate before acting on the information and material. attachments Summary Report Page 12 Vine Creek Apartments 19060kal 19545.040.001 TABLE 1 PROJECT DESCRIPTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Site Area City Property Developer Property Total Site Area II. Gross Building Area Net Rentable Area Circulation/Common Area Total Gross Building Area (GBA) III. Number of Stories/Type IV. Unit Mix One Bedroom Two Bedroom Three Bedroom Total V. Density VI. Affordability Mix Units @ 30%AMI Units @ 40%AMI Units @ 50%AMI Units @ 60%AMI Manager Unit Total Average Affordability (Excluding manager unit) VII. Parking (1) Garage Spaces Carport Spaces Surface Spaces Total Parking Spaces 0.55 Acres 1.72 Acres 2.27 Acres 54,830 SF 97% 1,650 SF 3% 56,480 SF 100% 3 Stories / Type V Number of Units 7 Units 32 Units 21 Units 60 Units 26 Units/Acre Total 18 Units 6 Units 6 Units 29 Units 1 Unit 60 Units 48% AMI 12% 53% 35% 100% 30% 10% 10% 48% 2% 100% Average Unit Size 660 SF 880 SF 1,050 SF 914 SF Ex. Low 3 Units 30% Very Low 4 Units 40% 1 Unit 10% Low 2 Units . . . . . . . . . . . 20% . . . . 0 Units 0% 10 Units 100% Su rface/Ca rports/G a rages 33 Spaces 44 Spaces 2S Spaces 102 Spaces 1.70 Spaces/Unit (1) Per Pacific West Architecture site plans dated November 21, 2018. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v2_33433;6/10/2019;rsp Page 13 TABLE 2 ESTIMATED DEVELOPMENT COSTS VINE CREEK APARTMENTS CITY OF TEMECULA Totals Per Unit Notes I. Direct Costs (1)(2) Off -Site Improvements (3) $0 $0 $0 Per SF Site On -Site Improvements $1,504,800 $25,080 $15 Per SF Site Parking (4) $750,000 $12,500 $7,353 Per Space Shell Construction $10,300,704 $171,678 $182 Per SF GBA FF&E $40,000 $667 Allowance Contingency $630,000 $10,500 5.0% of Directs Total Direct Costs $13,225,504 $220,425 $234 Per SF GBA II. Indirect Costs Architecture & Engineering $600,000 $10,000 4.5% of Directs Permits & Fees (3) $1,619,643 $26,994 $29 Per SF GBA Legal & Accounting $40,000 $667 0.3% of Directs Taxes & Insurance $207,800 $3,463 1.6% of Directs Developer Fee $2,000,000 $33,333 15.1% of Directs Marketing/Lease-Up $78,947 $1,316 0.6% of Directs Contingency $100,000 1 667 2.2% of Indirects Total Indirect Costs $4,646,390 $77,440 35.1% of Directs III. Financing Costs Loan Fees $257,500 $4,292 1.9% of Directs Interest During Construction/Lease-Up $265,000 $4,417 2.0% of Directs Title/Recording/Escrow (5) $173,000 $2,883 1.3% of Directs TCAC Fees/Syndication Costs $82,652 $1,378 0.6% of Directs Operating Lease-Up/Reserves $163,496 2 725 1.2% of Directs Total Financing Costs $941,648 $15,694 7.1% of Directs IV. Total Development Costs (Rounded) $18,814,000 $313,567 $333 Per SF GBA Excluding Developer Property Acquisition V. Acquisition Costs - Developer Property (6) $1,850,000 $30,833 $25 Per SF -Developer Property VI. Total Development Costs $20,664,000 $344,400 $366 Per SF GBA Including Developer Property Acquisition (1) Does not include the payment of prevailing wages. (2) Includes pro rata share of general conditions and contractor fee. (3) Developer estimate; not verified by KMA or City. (4) Per teleconference with Developer, May 13, 2019. (5) Adjusted by KMA to include sales commissions on Developer Property of $123,000. (6) Per Costar, Developer purchased 1.72 acres (Developer Property) for $1,850,000 on November 1, 2016. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula -Vine Creek_v2_33433;6/10/2019;rsp Page 14 TABLE 3 NET OPERATING INCOME VINE CREEK APARTMENTS CITY OF TEMECULA # of Total I. Gross Scheduled Income Units Month (i) Annual One Bedroom @ 30% AMI - CRL 3 $344 (2) $12,384 One Bedroom @ 40% AMI 1 $479 $5,748 One Bedroom @ 50% AMI - CRL 1 $613 (2) $7,356 One Bedroom -------------------------------------------------------------------------------------------------------------- @ 60% AMI - CRL 2 $748 (2) $17,952 Two Bedroom @ 30%AMI 9 $406 $43,848 Two Bedroom @ 40% AMI - CRL 3 $568 (2) $20,448 Two Bedroom @ 50%AMI 3 $729 $26,244 Two Bedroom @ 60%AMI 17 $891 $181,764 -------------------------------------------------------------------------------------------------------------- Three Bedroom @ 30%AMI 6 $462 $33,264 Three Bedroom @ 40% AMI - CRL 1 $649 (2) $7,788 Three Bedroom @ 40% AMI 1 $649 $7,788 Three Bedroom @ 50%AMI 2 $835 $20,040 Three Bedroom @ 60%AMI 10 $1,022 $122,640 Three Bedroom Manager 1 $0 $0 -------------------------------------------------------------------------------------------------------------- Total 60 $705 $507,264 -------------------------------------------------------------------------------------------------------------- Add: Other Income $13 /Unit/Month $9,000 Total Gross Scheduled Income (GSI) $516,264 II. Effective Gross Income (EGI) (Less) Vacancy 5.0% of GSI 25 813 Total Effective Gross Income (EGI) $490,451 III. Operating Expenses (Less) Operating Expenses $4,495 /Unit/Year ($269,700) (Less) Taxes/Assessments (3) $80 /Unit/Year ($4,800) (Less) Tenant Services $300 /Unit/Year ($18,000) (Less) Replacement Reserves 250 /Unit/Year 15 000 Total Expenses $5,125 /Unit/Year ($307,500) 62.7% of EGI IV. Net Operating Income (NOI) $182,951 (1) Reflects net 2019 California Tax Allocation Committee (TCAC) rents. (2) Estimate of 2019 affordable rents reflect the lesser of TCAC/California Redevelopment Law (CRL) net rents. (3) Assumes that the project will receive tax-exempt status. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v2_33433;6/10/2019;rsp Page 15 TABLE 4 RESIDUAL LAND VALUE VINE CREEK APARTMENTS CITY OF TEMECULA I. Sources of Funds Total Per Unit Supportable Permanent Loan (1) $2,150,000 $35,800 Tax Credit Equity Investment (2) $16,514,000 $275,200 Deferred Developer Fee (3) Total Sources of Funds $18,664,000 $311,100 II. (Less) Development Costs - Excl. City Property Acquisition Costs ($20,664,000) 344 400 III. Residual Land Value -City Property ($2,000,000) ($33,300) Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v2_33433;6/10/2019;rsp Page 16 TABLE 4 (CONT-D.) RESIDUAL LAND VALUE VINE CREEK APARTMENTS CITY OF TEMECULA (1) Supportable Permanent Loan NOI $182,951 Interest Rate 5.50% Term (years) 30 Debt Coverage Ratio 1.25 Annual Debt Service $146,484 Supportable Permanent Loan $2,150,000 (2) Low Income Housing Tax Credits Estimate of Eligible Basis: Total Development Costs $20,664,000 (Less) Ineligible Costs 14% ($2,955,053) Eligible Basis $17,708,947 Tax Credit Proceeds: Maximum Eligible Basis $17,708,947 (Less) Voluntary Adjustment in Basis 11% ($2,025,000) Total Requested Unadjusted Basis $15,683,947 Impacted Bonus Factor 100% $15,683,947 Tax Credit Qualified Units/Applicable Factor 100% $15,683,947 Tax Credit Rate 9.00% $1,411,555 Total Tax Credits @ 10 $14,115,552 Limited Partner Share 100.0% $14,114,141 Tax Credit Equity Investment @ 92% $12,985,009 Add: State Credits @ 75% $3,528,888 Total $16,513,898 (3) Estimate of Deferred Developer Overhead Fee Eligible Basis $17,708,947 (Less) Developer Fee ($2,000,000) Unadjusted Eligible Basis $15,708,947 Total Developer Overhead Fee 12.7% $2,000,000 Developer Overhead Fee $2,000,000 Total Deferred Developer Overhead Fee 0.0% $0 Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v2_33433;6/10/2019;rsp Page 17 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income (GSI) Other Income (Less) Vacancy II. Effective Gross Income (EGI) (Less) Operating Expenses (1) III. Net Operating Income (NOI) (Less) Debt Service IV. Project Cash Flow V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee (Less) General Partner Asset Mgmt. Fee Tota I VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 1 2 3 4 5 6 7 8 9 2.5% $507,264 $519,946 $532,944 $546,268 $559,925 $573,923 $588,271 $602,977 $618,052 2.5% $9,000 $9,225 $9,456 $9,692 $9,934 $10,183 $10,437 $10,698 $10,966 5.0% 25 813 26 459 27 120 27 798 28 493 29 205 29 935 30 684 31 451 $490,451 $502,712 $515,280 $528,162 $541,366 $554,900 $568,773 $582,992 $597,567 307 500 317 666 328 185 339 072 350 338 361 997 374 062 386 548 399 470 $182,951 $185,047 $187,095 $189,090 $191,028 $192,903 $194,710 $196,443 $198,097 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 $36,467 $38,563 $40,611 $42,606 $44,544 $46,419 $48,226 $49,959 $51,613 3.0% ($5,000) ($5,150) ($5,305) ($5,464) ($5,628) ($5,796) ($5,970) ($6,149) ($6,334) 3.0% 6 000 6 180 6 365 6 556 6 753 6 956 7 164 7 379 7 601 ($11,000) ($11,330) ($11,670) ($12,020) ($12,381) ($12,752) ($13,135) ($13,529) ($13,934) $25,467 $27,233 $28,941 $30,586 $32,163 $33,667 $35,092 $36,431 $37,678 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. $25,467 $27,233 $28,941 $30,586 $32,163 $33,667 $35,092 $36,431 $37,678 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 18 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 10 11 12 13 14 15 16 17 18 19 I. Gross Scheduled Income (GSI) 2.5% $633,503 $649,341 $665,574 $682,214 $699,269 $716,751 $734,670 $753,036 $771,862 $791,159 Other Income 2.5% $11,240 $11,521 $11,809 $12,104 $12,407 $12,717 $13,035 $13,361 $13,695 $14,037 (Less) Vacancy 5.0% 32 237 33 043 33 869 34 716 35 584 36 473 37 385 38 320 39 278 40 260 II. Effective Gross Income (EGI) $612,506 $627,818 $643,514 $659,602 $676,092 $692,994 $710,319 $728,077 $746,279 $764,936 (Less) Operating Expenses (1) 412 842 426 680 441 001 455 822 471 159 487 032 503 458 520 457 538 049 556 255 III. Net Operating Income (NOI) $199,664 $201,138 $202,512 $203,780 $204,932 $205,962 $206,861 $207,620 $208,230 $208,681 (Less) Debt Service 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 IV. Project Cash Flow $53,180 $54,654 $56,028 $57,296 $58,448 $59,478 $60,377 $61,136 $61,746 $62,197 V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 3.0% ($6,524) ($6,720) ($6,921) ($7,129) ($7,343) ($7,563) $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 3.0% 7 829 8 063 8 305 8 555 8 811 9 076 9 348 9 628 9 917 10 215 Total ($14,353) ($14,783) ($15,227) ($15,683) ($16,154) ($16,638) ($9,348) ($9,628) ($9,917) ($10,215) VI. Net Cash Flow $38,827 $39,871 $40,802 $41,612 $42,295 $42,840 $51,029 $51,508 $51,828 $51,982 VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution $38,827 $39,871 $40,802 $41,612 $42,295 $42,840 $51,029 $51,508 $51,828 $51,982 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 19 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 20 21 22 23 24 25 26 27 28 I. Gross Scheduled Income (GSI) 2.5% $810,938 $831,211 $851,991 $873,291 $895,123 $917,502 $940,439 $963,950 $988,049 Other Income 2.5% $14,388 $14,748 $15,116 $15,494 $15,881 $16,279 $16,685 $17,103 $17,530 (Less) Vacancy 5.0% 41 266 42 298 43 355 44 439 45 550 46 689 47 856 49 053 50 279 II. Effective Gross Income (EGI) $784,059 $803,661 $823,752 $844,346 $865,455 $887,091 $909,268 $932,000 $955,300 (Less) Operating Expenses (1) 575 096 594 595 614 774 635 657 657 268 679 634 702 780 726 735 751 525 III. Net Operating Income (NOI) $208,963 $209,066 $208,979 $208,689 $208,186 $207,457 $206,488 $205,265 $203,775 (Less) Debt Service 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 146 484 IV. Project Cash Flow $62,479 $62,582 $62,495 $62,205 $61,702 $60,973 $60,004 $58,781 $57,291 V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 3.0% 10 521 10 837 11 162 11497 11 842 12 197 12 563 12 940 13 328 Total ($10,521) ($10,837) ($11,162) ($11,497) ($11,842) ($12,197) ($12,563) ($12,940) ($13,328) VI. Net Cash Flow $51,958 $51,745 $51,333 $50,709 $49,861 $48,776 $47,441 $45,842 $43,963 VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution $51,958 $51,745 $51,333 $50,709 $49,861 $48,776 $47,441 $45,842 $43,963 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 20 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 29 30 31 32 33 34 35 36 37 I. Gross Scheduled Income (GSI) 2.5% $1,012,750 $1,038,069 $1,064,021 $1,090,621 $1,117,887 $1,145,834 $1,174,480 $1,203,842 $1,233,938 Other Income 2.5% $17,968 $18,418 $18,878 $19,350 $19,834 $20,330 $20,838 $21,359 $21,893 (Less) Vacancy 5.0% 51 536 52 824 54 145 55 499 56 886 58 308 59 766 61 260 62 792 II. Effective Gross Income (EGI) $979,183 $1,003,662 $1,028,754 $1,054,473 $1,080,834 $1,107,855 $1,135,552 $1,163,940 $1,193,039 (Less) Operating Expenses (1) 777 180 803 731 831 209 859 646 889 076 919 533 951 053 983 673 ($1,017,433) III. Net Operating Income (NOI) $202,002 $199,931 $197,545 $194,827 $191,759 $188,323 $184,499 $180,267 $175,606 (Less) Debt Service 146 484 146 484 LO LO LO LO LO LO LO IV. Project Cash Flow $55,518 $53,447 $197,545 $194,827 $191,759 $188,323 $184,499 $180,267 $175,606 V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 3.0% 13 728 14 139 14 564 15 000 15 450 15 914 16 391 16 883 17 390 Total ($13,728) ($14,139) ($14,564) ($15,000) ($15,450) ($15,914) ($16,391) ($16,883) ($17,390) VI. Net Cash Flow $41,791 $39,307 $182,981 $179,826 $176,308 $172,409 $168,107 $163,384 $158,216 VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution $41,791 $39,307 $182,981 $179,826 $176,308 $172,409 $168,107 $163,384 $158,216 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 21 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 38 39 40 41 42 43 44 45 46 I. Gross Scheduled Income (GSI) 2.5% $1,264,786 $1,296,406 $1,328,816 $1,362,036 $1,396,087 $1,430,989 $1,466,764 $1,503,433 $1,541,019 Other Income 2.5% $22,440 $23,001 $23,576 $24,166 $24,770 $25,389 $26,024 $26,674 $27,341 (Less) Vacancy 5.0% 64 361 65 970 67 620 69 310 71 043 72 819 74 639 76 505 78 418 II. Effective Gross Income (EGI) $1,222,865 $1,253,436 $1,284,772 $1,316,892 $1,349,814 $1,383,559 $1,418,148 $1,453,602 $1,489,942 (Less) Operating Expenses (1) ($1,052,371) ($1,088,529) ($1,125,950) ($1,164,678) ($1,204,757) ($1,246,237) ($1,289,165) ($1,333,592) ($1,379,570) III. Net Operating Income (NOI) $170,494 $164,907 $158,822 $152,214 $145,057 $137,323 $128,984 $120,010 $110,372 (Less) Debt Service LO LO LO LO LO LO LO LO LO IV. Project Cash Flow $170,494 $164,907 $158,822 $152,214 $145,057 $137,323 $128,984 $120,010 $110,372 V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 3.0% 17 911 18 449 19 002 19 572 20 159 20 764 21 387 22 029 22 690 Total ($17,911) ($18,449) ($19,002) ($19,572) ($20,159) ($20,764) ($21,387) ($22,029) ($22,690) VI. Net Cash Flow $152,582 $146,458 $139,820 $132,642 $124,897 $116,558 $107,597 $97,982 $87,682 VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution $152,582 $146,458 $139,820 $132,642 $124,897 $116,558 $107,597 $97,982 $87,682 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 22 TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 47 48 49 5o 51 52 53 54 55 I. Gross Scheduled Income (GSI) 2.5% $1,579,544 $1,619,033 $1,659,509 $1,700,997 $1,743,522 $1,787,110 $1,831,787 $1,877,582 $1,924,522 Other Income 2.5% $28,025 $28,725 $29,443 $30,179 $30,934 $31,707 $32,500 $33,313 $34,145 (Less) Vacancy 5.0% 80 378 82 388 84 448 86 559 88 723 90 941 93 214 95 545 97 933 II. Effective Gross Income (EGI) $1,527,191 $1,565,370 $1,604,505 $1,644,617 $1,685,733 $1,727,876 $1,771,073 $1,815,350 $1,860,734 (Less) Operating Expenses (1) ($1,427,155) ($1,476,401) ($1,527,367) ($1,580,114) ($1,634,703) ($1,691,199) ($1,749,668) ($1,810,180) ($1,872,806) III. Net Operating Income (NOI) $100,036 $88,969 $77,137 $64,503 $51,030 $36,677 $21,405 $5,170 ($12,072) (Less) Debt Service LO LO LO LO LO LO LO LO LO IV. Project Cash Flow $100,036 $88,969 $77,137 $64,503 $51,030 $36,677 $21,405 $5,170 ($12,072) V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 3.0% 23 370 24 071 24 794 25 537 26 303 27 093 27 905 28 742 29 605 Total ($23,370) ($24,071) ($24,794) ($25,537) ($26,303) ($27,093) ($27,905) ($28,742) ($29,605) VI. Net Cash Flow $76,666 $64,898 $52,344 $38,966 $24,726 $9,585 ($6,501) ($23,573) ($41,677) VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution $76,666 $64,898 $52,344 $38,966 $24,726 $9,585 $0 $0 $0 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 0.0% for replacement reserves. (2) KMA assumption of escalation factors. Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v2_33433;6/10/2019;rsp Page 23 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 1 2 3 4 5 6 7 8 9 I. Cash Flow Available for Distribution $25,467 $27,233 $28,941 $30,586 $32,163 $33,667 $35,092 $36,431 $37,678 II. Allocated to Pay Down City Notes 50.0% $12,734 $13,616 $14,470 $15,293 $16,082 $16,834 $17,546 $18,215 $18,839 III. City Deferred Fee Loan Beginning Balance $698,000-1 $706,207 $713,776 $720,606 $726,613 $731,831 $736,298 $740,052 $743,137 Interest 3.0% $20,940 $21,186 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 12 734 13 616 14 470 15 293 16 082 16 834 17 546 18 215 18 839 Ending Balance $706,207 $713,776 $720,606 $726,613 $731,831 $736,298 $740,052 $743,137 $745,598 IV. City Permanent Loan Beginning Balance i--$1_302_000-1 $1,341,060 $1,380,120 $1,419,180 $1,458,240 $1,497,300 $1,536,360 $1,575,420 $1,614,480 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% LO LO LO LO LO LO LO LO LO Ending Balance $1,341,060 $1,380,120 $1,419,180 $1,458,240 $1,497,300 $1,536,360 $1,575,420 $1,614,480 $1,653,540 V. City Purchase Money Loan Beginning Balance $710,000 ; $731,300 $752,600 $773,900 $795,200 $816,500 $837,800 $859,100 $880,400 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% LO LO LO LO LO LO LO LO LO Ending Balance $731,300 $752,600 $773,900 $795,200 $816,500 $837,800 $859,100 $880,400 $901,700 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% $234,000 (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v2_33433;6/10/2019;rsp Page 24 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA I. Cash Flow Available for Distribution 10 $38,827 11 $39,871 12 $40,802 13 $41,612 14 $42,295 15 $42,840 16 $51,029 17 $51,508 18 $51,828 19 $51,982 II. Allocated to Pay Down City Notes 50.0% $19,414 $19,935 $20,401 $20,806 $21,147 $21,420 $25,515 $25,754 $25,914 $25,991 III. City Deferred Fee Loan Beginning Balance $745,598 $747,484 $748,848 $749,747 $750,241 $750,394 $750,274 $746,060 $741,606 $736,992 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 19 414 19 935 20 401 20 806 21 147 21420 25 515 25 754 25 914 25 991 Ending Balance $747,484 $748,848 $749,747 $750,241 $750,394 $750,274 $746,060 $741,606 $736,992 $732,300 IV. City Permanent Loan Beginning Balance $1,653,540 $1,692,600 $1,731,660 $1,770,720 $1,809,780 $1,848,840 $1,887,900 $1,926,960 $1,966,020 $2,005,080 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% LO LO LO LO LO LO LO LO LO LO Ending Balance $1,692,600 $1,731,660 $1,770,720 $1,809,780 $1,848,840 $1,887,900 $1,926,960 $1,966,020 $2,005,080 $2,044,140 V. City Purchase Money Loan Beginning Balance $901,700 $923,000 $944,300 $965,600 $986,900 $1,008,200 $1,029,500 $1,050,800 $1,072,100 $1,093,400 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% LO LO LO LO LO LO LO LO LO LO Ending Balance $923,000 $944,300 $965,600 $986,900 $1,008,200 $1,029,500 $1,050,800 $1,072,100 $1,093,400 $1,114,700 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v2_33433;6/10/2019;rsp Page 25 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 20 21 22 23 24 25 26 27 28 I. Cash Flow Available for Distribution $51,958 $51,745 $51,333 $50,709 $49,861 $48,776 $47,441 $45,842 $43,963 II. Allocated to Pay Down City Notes 50.0% $25,979 $25,873 $25,666 $25,354 $24,930 $24,388 $23,721 $22,921 $21,982 III. City Deferred Fee Loan Beginning Balance $732,300 $727,622 $723,049 $718,682 $714,628 $710,998 $707,909 $705,426 $703,668 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,237 $21,163 $21,110 (Less) Cash Flow Credit 25 979 25 873 25 666 25 354 24 930 24 388 23 721 22 921 21 982 Ending Balance $727,622 $723,049 $718,682 $714,628 $710,998 $707,909 $705,426 $703,668 $702,796 IV. City Permanent Loan Beginning Balance $2,044,140 $2,083,200 $2,122,260 $2,161,320 $2,200,380 $2,239,440 $2,278,500 $2,317,560 $2,356,620 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% LO LO LO LO LO LO LO LO LO Ending Balance $2,083,200 $2,122,260 $2,161,320 $2,200,380 $2,239,440 $2,278,500 $2,317,560 $2,356,620 $2,395,680 V. City Purchase Money Loan Beginning Balance $1,114,700 $1,136,000 $1,157,300 $1,178,600 $1,199,900 $1,221,200 $1,242,500 $1,263,800 $1,285,100 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% LO LO LO LO LO LO LO LO LO Ending Balance $1,136,000 $1,157,300 $1,178,600 $1,199,900 $1,221,200 $1,242,500 $1,263,800 $1,285,100 $1,306,400 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v2_33433;6/10/2019;rsp Page 26 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 29 30 31 32 33 34 35 36 37 I. Cash Flow Available for Distribution $41,791 $39,307 $182,981 $179,826 $176,308 $172,409 $168,107 $163,384 $158,216 II. Allocated to Pay Down City Notes 50.0% $20,895 $19,654 $91,491 $89,913 $88,154 $86,204 $84,054 $81,692 $79,108 III. City Deferred Fee Loan Beginning Balance $702,796 $702,985 $704,421 $634,063 $563,172 $491,913 $420,466 $349,026 $277,805 Interest 3.0% $21,084 $21,090 $21,133 $19,022 $16,895 $14,757 $12,614 $10,471 $8,334 (Less) Cash Flow Credit 20 895 19 654 91 491 89 913 88 154 86 204 84 054 81 692 79 108 Ending Balance $702,985 $704,421 $634,063 $563,172 $491,913 $420,466 $349,026 $277,805 $207,031 IV. City Permanent Loan Beginning Balance $2,395,680 $2,434,740 $2,473,800 $2,512,860 $2,551,920 $2,590,980 $2,630,040 $2,669,100 $2,708,160 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% LO LO LO LO LO LO LO LO LO Ending Balance $2,434,740 $2,473,800 $2,512,860 $2,551,920 $2,590,980 $2,630,040 $2,669,100 $2,708,160 $2,747,220 V. City Purchase Money Loan Beginning Balance $1,306,400 $1,327,700 $1,349,000 $1,370,300 $1,391,600 $1,412,900 $1,434,200 $1,455,500 $1,476,800 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% LO LO LO LO LO LO LO LO LO Ending Balance $1,327,700 $1,349,000 $1,370,300 $1,391,600 $1,412,900 $1,434,200 $1,455,500 $1,476,800 $1,498,100 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v2_33433;6/10/2019;rsp Page 27 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 38 39 40 41 42 43 44 45 46 I. Cash Flow Available for Distribution $152,582 $146,458 $139,820 $132,642 $124,897 $116,558 $107,597 $97,982 $87,682 II. Allocated to Pay Down City Notes 50.0% $76,291 $73,229 $69,910 $66,321 $62,449 $58,279 $53,798 $48,991 $43,841 III. City Deferred Fee Loan Beginning Balance $207,031 $136,951 $67,830 Interest 3.0% $6,211 $4,109 $2,035 (Less) Cash Flow Credit 76 291 73 229 69 865 Ending Balance $136,951 $67,830 $0 IV. City Permanent Loan Beginning Balance $2,747,220 $2,786,280 $2,825,340 $2,864,371 $2,860,513 $2,859,162 $2,860,508 $2,864,755 $2,872,112 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% LO 29 42 917 40 412 37 714 34 814 31 703 28 370 Ending Balance $2,786,280 $2,825,340 $2,864,371 $2,860,513 $2,859,162 $2,860,508 $2,864,755 $2,872,112 $2,882,801 V. City Purchase Money Loan Beginning Balance $1,498,100 $1,519,400 $1,540,700 $1,561,984 $1,559,881 $1,559,144 $1,559,878 $1,562,193 $1,566,205 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% LO 16 23 404 22 037 20 566 18 984 17 288 15 471 Ending Balance $1,519,400 $1,540,700 $1,561,984 $1,559,881 $1,559,144 $1,559,878 $1,562,193 $1,566,205 $1,572,035 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v2_33433;6/10/2019;rsp Page 28 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 47 48 49 50 51 52 53 54 55 I. Cash Flow Available for Distribution $76,666 $64,898 $52,344 $38,966 $24,726 $9,585 $0 $0 $0 II. Allocated to Pay Down City Notes 50.0% $38,333 $32,449 $26,172 $19,483 $12,363 $4,792 $0 $0 $0 III. City Deferred Fee Loan Beginning Balance Interest 3.0% (Less) Cash Flow Credit Ending Balance IV. City Permanent Loan Beginning Balance $2,882,801 $2,897,056 $2,915,117 $2,937,241 $2,963,693 $2,994,753 $3,030,712 $3,069,772 $3,108,832 Interest 3.0% $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 $39,060 (Less) Cash Flow Credit 64.7% 24 806 20 998 16 936 12 608 8 000 3 101 LO LO LO Ending Balance $2,897,056 $2,915,117 $2,937,241 $2,963,693 $2,994,753 $3,030,712 $3,069,772 $3,108,832 F$3,147,892 V. City Purchase Money Loan Beginning Balance $1,572,035 $1,579,808 $1,589,657 $1,601,721 $1,616,146 $1,633,083 $1,652,692 $1,673,992 $1,695,292 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit 35.3% 13 527 11 451 9 236 6 875 4 363 1 691 LO LO LO Ending Balance $1,579,808 $1,589,657 $1,601,721 $1,616,146 $1,633,083 $1,652,692 $1,673,992 $1,695,292 F$1,716,592 VI. Total Cash Flow to City - NPV Years 1-55 (1) 10% (1) Includes Year 55 pay-off. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v2_33433;6/10/2019;rsp Page 29 WORKSHEET A RESTRICTED RENTS - EXTREMELY LOW INCOME, 2019 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AM 30% 30% 30% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $16,725 $18,825 $20,910 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $418 $471 $523 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $358 $392 $425 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AM 30% 30% 30% Assumed Family Size 1.5 3.0 4.5 Household Income $16,170 $19,410 $22,410 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $404 $485 $560 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $344 $406 $462 C. Maximum Monthly Rent (Lesser of A or B) $344 $392 $425 (1) Per Developer; Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_v2_33433;6/10/2019;rsp WORKSHEET B RESTRICTED RENTS - VERY LOW INCOME, 2019 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AM Assumed Family Size Household Income (Rounded) 50% 2.0 $27,875 50% 3.0 $31,375 50% 4.0 $34,850 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $697 $784 $871 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $637 $705 $773 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AM 40% 40% 40% Assumed Family Size 1.5 3.0 4.5 Household Income $21,560 $25,880 $29,880 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $539 $647 $747 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $479 $568 $649 C. Maximum Monthly Rent (Lesser of A or B) $479 $568 $649 (1) Per Developer; Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_v2_33433;6/10/2019;rsp WORKSHEET C RESTRICTED RENTS - VERY LOW INCOME, 50% AMI, 2019 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AM Assumed Family Size Household Income (Rounded) 50% 2.0 $27,875 50% 3.0 $31,375 50% 4.0 $34,850 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $697 $784 $871 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $637 $705 $773 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AM 50% 50% 50% Assumed Family Size 1.5 3.0 4.5 Household Income $26,950 $32,350 $37,350 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $673 $808 $934 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $613 $729 $836 C. Maximum Monthly Rent (Lesser of A or B) $613 $705 $773 (1) Per Developer; Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_v2_33433;6/10/2019;rsp WORKSHEET D RESTRICTED RENTS - LOW INCOME, 2019 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AM 60% 60% 60% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $33,450 $37,650 $41,820 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $836 $941 $1,046 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $776 $862 $948 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AM 60% 60% 60% Assumed Family Size 1.5 3.0 4.5 Household Income $32,340 $38,820 $44,820 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $808 $970 $1,120 (Less) Utility Allowance (1) 60 79 98 Maximum Monthly Rent $748 $891 $1,022 C. Maximum Monthly Rent (Lesser of A or B) $748 $862 $948 (1) Per Developer; Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_v2_33433;6/10/2019;rsp NOTICE OF PUBLIC HEARING CITY COUNCIL OF THE CITY OF TEMECULA CONSIDERATION OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR AFFORDABLE HOUSING FOR VINE CREEK APARTMENTS NOTICE IS HEREBY GIVEN that the City Council of the City of Temecula (the "City") will hold a public hearing on June 25, 2019 at 7:00 pm (or as soon thereafter as the matter may be heard) at the City Council Chambers at City Hall, 41000 Main Street, Temecula, California 92590. The public hearing may be continued from time to time until completed. Any person desiring the opportunity to be heard will be afforded an opportunity to do so. The purpose of this public hearing is to consider approval of a proposed Disposition and Development Agreement ("DDA") between the City of Temecula, as seller and lender, and Temecula Pacific Associates, as buyer, with respect to property (the "Site") generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street, Temecula, California, for the development of a 60 unit, affordable housing project, known as Vine Creek Apartments (the "Development"). As required by California Health and Safety Code Section 33433, a report has been prepared summarizing certain aspects of the DDA. Copies of such report are available for public inspection and copying, at a cost not to exceed the cost of duplication, at the office of the City Clerk at 41000 Main Street, Temecula, California 92590. Interested persons wishing to express their views on the matter may attend the public hearing or, prior to the time of the public hearing, submit written comments to the City Clerk's office. An individual who challenges any decision regarding the above proposal in court may be limited to raising only those issues raised by any individual at the public hearing described in this notice or in written correspondence delivered to the City Council, at or prior to the public hearing. Due to the time constraints and the number of persons wishing to give oral testimony, time restrictions may be placed on oral testimony at the public hearing. In compliance with the Americans with Disabilities Act, anyone needing special assistance to participate in a City Council meeting should contact the Office of the City Clerk at (951) 694-6444. Notification at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Assisted hearing devices will be available at this public hearing without prior notification. Further information may be obtained by contacting Luke Watson, Community Development Director of the City of Temecula, at 41000 Main Street, Temecula, California 92590, or by telephone at (951) 694-6400, or by email at luke.watsongtemeculaca.gov Published: June 10, 2019 June 17, 2019 Item No. 20 CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Aaron Adams, City Manager DATE: June 25, 2019 SUBJECT: City Council Travel/Conference Report PREPARED BY: Luisa Tovar, Executive Assistant RECOMMENDATION: That the City Council receive and file the City Council travel/conference report. BACKGROUND: On May 19-20, 2019, Council Member Matt Rahn traveled to Washington, DC to meet with City Lobbyist (Turch & Associates) and federal offices regarding support for the 2019 Infrastructure for Rebuilding America Grant Program Round Two (INFRA Grant) application. ATTACHMENT: Itinerary David lurch and dissociates CITY OF TEMECULA WASHINGTON, D.C. SCHEDULE MAY 18 - 21, 2018 SUNDAY, MAY 19 7:50 am — 6:18pm AA 9562 SD to DCA Hyatt Regency Hotel 400 New Jersey Avenue, NW 202-737-1234 MONDAY, MAY 20 10:00 am Reed Linsk, Legislative Director Office of Representative Duncan Hunter 2429 Rayburn House Office Building Washington, DC 20515 202-225-5672 11:30 am Ike Irby, Transportation Legislative Assistant Office of Senator Kamala Harris 112 Hart Senate Office Building Washington, DC 20510 202-224-3553 12:00 pm Lunch 12:30 pm Ritchie O'Connell, Senior Policy Advisor Office of Representative Ken Calvert 2205 Rayburn House Office Building Washington, DC 20515 202-225-1986 2:00 pm Dan DeBono Chief Infrastructure Funding Officer U.S. Department of Transportation 1200 New Jersey Avenue, SE Washington, DC POC: Sarah Williams, 202-366-2704 Sarah.williams.ctr@dot.gov 3:00 pm Jamie will provide ground transportation to airport 5:13 pm AA 443 DCA Item No. 21 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: June 25, 2019 SUBJECT: Community Development Department Monthly Report PREPARED BY: Lynn Kelly -Lehner, Principal Management Analyst RECOMMENDATION: That the City Council receive and file the Community Development Department monthly report. The following are the highlights for the Community Development Department for May 2019. CURRENT PLANNING ACTIVITIES New Cases: Planning received 69 new applications and conducted two Public Hearings. A detailed account of current planning activities is attached to this report. Plan Type May 2019 Conditional Use Permit 2 Home Occupations 37 Long Range Applications 1 Massage Permits 4 Modifications 11 Pre Applications 5 Secondary Dwelling 2 Temporary Use Permit 4 Zoning or Planning Letter 3 Total 69 Roripaugh Ranch Specific Plan Amendment (PA19-0408): The City is processing a Specific Plan Amendment to the Roripaugh Ranch Specifc Plan for revisions to the rear yard setbacks from twenty feet to ten feet for Planning Areas 18C, 20A, and 24; and from fifteen feet to ten feet for Planning Areas 22 and 23A, if they are developed as age restricted (55+) residences. (COOPER) Sommers Bend Private Recreation Center (PAs19-0268 and 19-0718): The City is processing a Development Plan and Conditional Use Permit for the Sommers Bend (formerly Roripaugh Ranch Phase II) Recreation Private Recreation Center containing an approximately 5,615 square foot clubhouse building, 3,364 square foot multi -purpose "barn," 7,563 square foot pool house, and three (3) bungalows. The recreation center also contains three (3) pools, a tot lot, event lawn, spa, cabanas, two (2) fire pits, outdoor kitchen area, and parking. The project is located within Planning Area 30 of the Roripaugh Ranch Specific Plan. (COOPER) Harveston (PAs18-0660 and 18-0661): The City is processing a a Specific Plan Amendment to the Harveston Specific Plan for a Residential Overlay within portions of Planning Area 12 that will allow for up to 1,000 residential units; and a General Plan Amendment to amend the underlying General Plan Land Use designations for Planning Area 12 of the Harveston Specific Plan to a Specific Plan Implementation (SPI) land use. The project is located on the southwest corner of Date Street and Ynez Road. (Cooper) Heirloom Farms (PAs 18-0659,18-0660, 18-0661): The City is processing a Development Plan to allow for the construction of 325 unit single family community built on 27.86 acres consisting of detached homes, attached townhomes, and duplexes. A community meeting was held on June 19, 2018 and further community outreach will take place prior to a public hearing. The project is located on the southwest corner of Date Street and Ynez Road. (COOPER) Rancho Highlands (PAs 18-0633, 18-0635, 0635): The City is processing a Development Plan to allow for the construction of a 240 unit multi -family development generally located 775 feet southeast of Rancho California Road on the north side of Ynez Road; a Specific Plan Amendment to remove project parcels from the Rancho Highlands Specific Plan; and a Zone Change to bring the project's parcels of the Rancho Highlands Development Plan consistent with the General Plan land use designations of High Density Residential and Professional Office. (COOPER) Phil's BBQ (PA19-0737): The City is processing a Modification for Phil's BBQ for the addition of approximately 514 square feet and for exterior elevation modifications to an existing commercial building located at 40830 Winchester Road. (COOPER) LONG RANGE PLANNING Short Term Rentals Ordinance: Five community workshops regarding short term rentals (STRs) were held over the summer of 2018. On October 16, 2018, staff presented results of the workshops and survey to the City Council Short Term Rental Subcommittee, consisting of Council Member Rahn and Mayor Pro Tern Stewart. The Subcommittee expressed concerns about negative impacts created within a surrounding neighborhood, unintended consequences to the available housing stock, and effects on the local tourism industry. The findings of the outreach meetings and public meetings were presented at the November 13, 2018 City Council meeting. City Council directed staff to prepare an ordinance that includes, but is not limited to, requiring a host to be the primary residence of the STR, noise regulations and quiet times, fines for code violations, and revoking permits for repeat violators. City Council also directed staff to prepare a fee study for the administrative costs to implement a STR program, including the collection of transient occupancy taxes (TOT) and the cost of enforcement activities. An update regarding STRs was discussed at the March 12, 2019 City Council meeting. At that meeting, the City Council provided three different directives: 1. To move forward with a request for proposal for a third party compliance vendor. 2. To move forward with an increased fine structure for unpermitted short-term rentals. 3. To return to the City Council Subcommitee to discuss a possible hosted STR ordinance. The Short -Term Rental Subcommitee met on April 23, 2019. Staff is identifying third -party solutions and working on an ordinance for a fine structure. A Planning Commission meeting is scheduled for June 5, 2019. (RABIDOU, WEST, PETERS) Old Town Parking Study: Staff is working with Fehr and Peers Transportation Consultants to update the 2010 Old Town Parking Management Plan. The Study will take a detailed look at existing parking policies, standards, supply and demand within the study area, as well as the effect that planned future development and recently approved and pending projects for the area will have on future demand. The study will also identify custom strategies and standards for management of the study area parking supply. Staff is currently reviewing the draft Study. (JONES) Outdoor Vendor Ordinance: In conformance with Senate Bill ("SB") 946 Sidewalk Vendors, which became effective January 1, 2019, this Ordinance will renumber Chapter 5.20 Outdoor Vendors on private property to Chapter 8.60 Outdoor Vendor on public and private property in the Temecula Municipal Code, regulating vendors Citywide. Currently, the Municipal Code prohibits outdoor vending in public parks and public right-of-way, which is in conflict with SB 946. The item was approved by the Planning Commision on April 17, 2019 and approved by the City Council on May 28, 2019. (TOMA) Massage Ordinance Update: Staff is preparing an update to Chapter 5.22 of the Temecula Municipal Code to bring the ordinance into compliance with state law and to provide additional tools for Police Department and Code Enforcement for repeat violations of Chapter 5.22. The draft ordinance is scheduled for public hearing at the City Council on June 25, 2019. (WEST) Waves to Wineries: Staff is working with the National Park Service and multiple agencies on the Waves to Wineries Trail Plan (W2W). The purpose of this plan is to unite Temecula Wine Country with the Pacific Coast by identifying a network of trails along the Santa Margarita River corridor. The goals are to identify existing trails, gaps necessary to connect them, and develop and implement a strategy to fill in the missing links. (PETERS) SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (SARDA) & AFFORDABLE HOUSING Mission Village Modification to Regulatory Agreement: The City is currently working with Affirmed Housing for the negotiation of modifications to their existing regulatory agreements on the existing Mission Village Affordable Housing Complex. This negotiation will result in the complete rehabilitation of the complex and secure affordable housing covenants on the property for an additional 55 years. The item is scheduled to go to City Council in 2019. (WATSON, LEHNER) Vine Creek Disposition and Development Agreement: The City is working with Temecula Pacific Associates on the negotiation of a DDA for the development of 60 affordable housing units on City -owned property on Pujol Street. The DDA is scheduled to go to City Council on June 25, 2019. (WATSON, LEHNER) Affordable Housing RFP: In late 2015, the Successor Agency obtained clearance from the Department of Finance $12.4 million of affordable housing funds. The Supportive Housing Subcommittee directed staff to issue an RFP to solicit project proposals from interested developers for the construction of an affordable housing development. The City received twenty proposals from interested developers. Keyser Marston Associates assisted staff in the review and analysis of the proposals. The City is currently in negotiations for DDAs with developers for two separate properties, one of which is Vine Creek project listed above. If these projects move forward, both sites will result in the construction of over 100 new affordable units. (WATSON, LEHNER) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) CDBG Administration: The 2019-20 Notice of Funding Availability (NOFA) was released in November 2018. Two technical workshops were held for applicants on November 29, 2018. The Finance Committee provided recommendations for the 2019-20 program on February 26, 2019. The recommendations were approved by the entire City Council on April 23, 2019. The City anticipates receiving approximately $558,000 of CDBG funding in 2019-20. (LEHNER) ENERGY & CONSERVATION Solid Waste and Recycling Program: Staff manages the City's Solid Waste and Recycling Agreement with CR&R and is a liaison between the City, CR&R, and their customers. Staff and CR&R coordinate two Citywide Clean-up events each year. Staff assists with outreach for the Riverside County Mobile Household Hazardous Waste Collection events and Composting Workshops. (WEST) BUILDING & SAFETY Building and Safety statistics for May 2019 are highlighted in the following table. Additional statistics can be found as an attachment to this report. Building and Safety Statistics May 2019 Permits 252 New Single Family Homes 8 New Commercial Building 2 Photovoltaic 65 Tenant Improvements 15 Non Construction C of O 26 Number of Active Plan Checks 350 Number of New Plan Checks 128 Number of Fianled Permits 170 Inspections 1828 Inspections Per Day 79.47 Inspections Per Person Per Day 19.86 Stops Per Month 543 Visitors to Counter 1102 New Construction Projects in Plan Check • Truax Hotel (161,586 sf) • Parking Structure on 3rd Street (48,907 sf) • Town Square Market Place (two buildings at 43,640 sf each) • Temecula Village 160 unit apartment complex (39 buildings) • Generations at Linfield - memory care/assisted living (59 apartments and 32 condos) • iA Robotics (24,659 sf) • Hilton Garden Inn (67,570 sf) • Starbucks (1,850 sf) • Mexico Caf6 (13,519 sf) • John Hine Subaru Detail/Wash Building (1,744 sf) • Quick Burger Fast Food with a Drive — Thru (1,389 sf ) • 3 Recreation Buildings for Sommers Bend (13,055 sf) New Construction Permits • Staybridge Suites hotel — 27500 Jefferson Avenue • Temecula Health Care — 44320 Campanula Way Certificate of Occupancy • Q's Taco Restaurant — 27725 Jefferson Avenue • The Nuron Clinic — 44054 Margarita Road Tenant Improvements • Small Barn — 28535 Old Town Front Street • Los Reyes Foods — 42170 Sarah Way CODE ENFORCEMENT During the month of May, Code Enforcement responded to 77 web inquiries. In addition, the division opened 135 code cases, conducted 294 inspections, conducted 590 weed abatement inspections and forwarded 84 referrals to Public Works, Police, Animal Control, Riverside County, Records, Business License, and Fire. Detailed Code Enforcement case activity is in the following chart. Type of Code Case Total Abandoned or Inoperable Vehicle 3 Vacant Home / Property Maintenance / Rodent/ Mold 3 Business or Home Occupation w/o license/CUP 4 Trash and Debris / Dumping 2 Overgrown Vegetation / Weeds / Fire Hazard 34 Green Pool / Vector Control 4 Graffiti 14 Noise/Nuisance/Animal Control 24 Trailer / RV Stored/Boat/Parking 13 Construction w/o Permit/Building Code 6 Encroach Public ROW / Trash Cans 13 Zoning/Signs 14 Public Safety & Health I Total Number of Cases 135 Foreclosure Tracking: Code Enforcement works with the local real estate community to monitor foreclosures, defaults and real estate owned properties. The following charts demonstrate the past six months of activities in Temecula. Residential Foreclosure Tracking December 2018 January 2019 February 2019 March 2019 April 2019 May 2019 DEFAULT 58 52 45 48 43 47 FORECLOSED 73 77 87 78 73 69 REO 50 51 51 54 55 53 TOTALS 181 180 183 180 171 169 Commercial Foreclosure Tracking December 2018 January 2019 February 2019 March 2019 April 2019 May 2019 DEFAULT 2 2 2 1 1 1 FORECLOSED 1 1 1 1 1 1 REO 3 3 3 3 3 3 TOTALS 6 6 6 5 5 5 ATTACHMENTS: 1. Current Planning Activity Report 2. Community Development Statistics 3. Community Development Charts PLANNING ACTIVITY REPORT Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0669 31300 Rancho Community 959-070-034 Jaime Cardenas 05/01/2019 Karin RANCHO PL Temporary Plan Review Way Raubenheimer COMMUNITY Use Permit Temecula, CA 92592 REFORMED CHURCH Case Title / Description: ABC Tree Farms and Pumpkin Patch TUP: Pumpkin patch and amusement set-up that includes 16 inflatable bounce houses, obstacle courses, and slides to be conducted from October 1 through October 31 and Christmas tree sales from November 22 through December 31, 2019 at 31300 Rancho Community Way. There will be no food sales on site. PA19-0673 31675 Weibel Cir 953-372-017 Jaime Cardenas 05/01/2019 05/01/2019 Brandon Hoke Brandon Hoke PL Home Approved Temecula, CA 92591 Occupation Case Title / Description: Valuation Now Appraisals, Inc.: a home occupation business license residential real estate appraisal services. PA19-0675 40390 Margarita Rd 910-330-014 Scott Cooper 05/02/2019 05/15/2019 John Pollock Costanzo PL Modifications Approved Temecula, CA 92591 Investments LLC Case Title / Description: Raising Cane's Parking MOD: A Modification (Planning Review Only) to eliminate one parking space and increase the amount of landscape by approximately 162 square feet at Raising Cane's located at 40390 Margarita Road. PA19-0679 31172 Kahwea Rd 919-430-007 Scott Cooper 05/03/2019 05/03/2019 Andrew Du LETICIA DU PL Home Approved Temecula, CA 92591 Occupation Case Title / Description: Royal Care Medical Transport Inc.: a home occupation business license for on call Non -Emergency Medical Transport. PA19-0682 31489 Country View Rd 957-730-005 Jaime Cardenas 05/03/2019 05/30/2019 Marla Huehmer Tyler Huemer PL Home Approved Temecula, CA 92591 Occupation Case Title / Description: Think Ahead Kids: a home occupation business license to host offsite city sponsored workshops for children's books. PA19-0688 42346 Camino Merano 954-392-003 Scott Cooper 05/03/2019 05/03/2019 Carol Hatch Gary Austin PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Carol Anne Creates: a home occupation business license artwork, crafts, music, poetry, website creation and design. PA19-0689 31495 Cala Carrasco 955-163-001 Eric Jones 05/06/2019 05/16/2019 Carol Landry Albert Landry PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Carol Landry Fine Arts: home occupation freelance artist. Page 1 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0690 42664 San Julian PI 944-131-002 Eric Jones 05/06/2019 05/06/2019 Elizabeth DEBORAH DAY PL Home Approved Temecula, CA 92592 Hoffman Occupation Case Title / Description: Hoffman Hardwoods: home occupation selling wood products. PA19-0692 27365 Jefferson Ave 909-270-047 Jaime Cardenas 05/06/2019 Hu Xiaoling JEFFERSON PL Massage Plan Review Temecula, CA 92590 AVENUE Permits TEMECULA Case Title / Description: Oasis Spa Massage Renewal: A Message Establishment Renewal application for Oasis Spa Massage located at 27365 Jefferson Avenue. PA19-0695 40820 Winchester Rd 910-420-030 Jaime Cardenas 05/07/2019 05/22/2019 Daniel Dorado Temecula Towne PL Temporary Approved Temecula, CA 92591 Center Assoc Use Permit Case Title / Description: Nissan Offsite Tent Event: a tent sale for Nissan to host a used car sale event from May 23-27, 2019 outside the JCPenney parking lot located at 40820 Winchester Road. PA19-0696 42525 Bradshaw Dr 955-480-004 Jaime Cardenas 05/07/2019 05/07/2019 Marco Flores MARCO PI -Home Approved Temecula, CA 92592 FLORES Occupation Case Title / Description: Inspiration Treatment, Inc.: a home occupation business license for online sales of CBD oils topical creams (no edibles). PA19-0700 27171 Rainbow Creek Dr 920-054-038 Brandon Rabidou 05/08/2019 Walter Vasquez VICTOR PI -Home Plan Review Temecula, CA 92591 Lopez DOMINGUEZ Occupation Case Title / Description: D&G Landscape & Masonry Home Occupation: lawn Maintenance and gardening company at 27171 Rainbow Creek Drive. PA19-0702 31157 Via Gilberto 918-330-060 05/08/2019 Jerome Bourassa MICHELLE PI -Home Plan Review Temecula, CA 92592 BOURASSA Occupation Case Title / Description: AnyTime AnyPlace Auto Detailing - Auto Detailing mobile. Home Occupation office use only located at 31157 Via Gilberto. PA19-0708 41770 Margarita Rd , 1077 921-330-033 Brandon Rabidou 05/09/2019 Trucly Bui Packer Pointe PI -Home Plan Review Temecula, CA 92591 Occupation Case Title / Description: Trudy Bui Photography: a home occupation permit for photography services. PA19-0713 42775 Margarita Rd 945-050-014 Brandon Rabidou 05/10/2019 05/21/2019 Justin Davis City of Temecula PL Modifications Approved Temecula, CA 92592 Case Title / Description: T-Mobile "Rancho Sports Park" MOD: a Minor Modification (Planning Review Only) for T-Mobile to remove three remote radio units, replace them with three new antennas and add three new antennas at an existing monopole located at 42775 Margarita Road (Ronald Reagan Sports Park). Page 2 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0714 32390 Corte Zamora 954-402-014 Dale West 05/10/2019 05/10/2019 Stephen Braucht Stephen Braucht PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Nomad Mobile Yoga: a home occupation permit for yoga fitness and wellness. PA19-0717 44861 Trotsdale Dr 961-031-008 Brandon Rabidou 05/10/2019 05/10/2019 Fadi Rahib LOLA RAHIB PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Handyandreliableproducts, LLC DBA Shopclassicfitness: a home occupation for an ecommerce retail business. PA19-0718 32425 North Loop Dr 964-180-021 Scott Cooper 05/13/2019 Trent Heiner WOODSIDE 05S PL Conditional Out Temecula, CA 92596 Use Permit Case Title / Description: Sommers Bend Recreation Center CUP: A Conditional Use Permit for the bungalows located at the Sommers Bend Private Recreation Center. PA19-0720 28451 Plymouth Way 916-531-017 Brandon Rabidou 05/13/2019 Joy Watkins Joy Watkins PL Home Plan Review Temecula, CA 92591 Occupation Case Title / Description: Tweetie Bird: a home occupation business license for business services for land acquisition. PA19-0721 28451 Plymouth Way 916-531-017 Brandon Rabidou 05/13/2019 Sherman Durr Sr Joy Watkins PL Home Plan Review Temecula, CA 92591 Occupation Case Title / Description: GMD: a home occupaiton business license for business services related to tax liens. PA19-0722 31747 Via Campanario 955-172-040 Brandon Rabidou 05/13/2019 05/13/2019 Gilbert Compton Gilbert Compton PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: TeamUp Educational Consulting: a home occupation for k-12 Educational Consulting services. PA19-0725 44501 Rainbow Canyon Rd 922-220-031 Brandon Rabidou 05/14/2019 05/29/2019 PECHANGA PL Modifications Approved Temecula, CA 92592 RESORTS INC Case Title / Description: T-Mobile Temecula Golf Course MOD: A Modification (Planning Review Only) to replace three (3) existing antennas with three (new) antennas and ancillary equipment on an existing T-Mobile monopine wireless telecommunication facility located at 44501 Rainbow Canyon Rd. PA19-0730 31828 Corte Rosario 954-320-018 Brandon Rabidou 05/15/2019 Ross Provenzano Ross PL Modifications Plan Review Temecula, CA 92592 Provenzano Case Title / Description: Provenzano Residence MOD: A Minor Modification (Planning Review Only) to install 280 square foot attached patio cover with tile roof at 31828 Corte Rosario Page 3 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0733 41941 Vardon Dr 953-230-057 Brandon Rabidou 05/15/2019 05/15/2019 Patrick Mooney HAN FAMILY PL Home Approved Temecula, CA 92591 LIVING TRUST Occupation Case Title / Description: Simply Sweet Bakeshop: a home occupation permit for baked goods and 'Cookies' business. PA19-0735 42947 Corte Cabello 955-181-013 Brandon Rabidou 05/15/2019 05/15/2019 Jessica Molina GALUST PL Home Approved Temecula, CA 92592 YENOKYAN Occupation Case Title / Description: A One Appliance: a home occupation permit for a mobile home appliance repair business. PA19-0737 40830 Winchester Rd 910-320-033 Scott Cooper 05/15/2019 Gary Seward RR Mission Center PL Modifications Out Temecula, CA 92591 Construction Property, LLC Case Title / Description: Phil's BBQ MOD: A Modification for Phil's BBQ for the addition of approximately 514 square feet and for exterior elevation modifications to an existing commercial building located at 40830 Winchester Road PA19-0738 28929 Kennebunk Ct 916-441-018 Sara Toma 05/15/2019 05/21/2019 Vincent Bowes DENNIS PL Home Approved Temecula, CA 92591 FEVERGEON Occupation Case Title / Description: Asunsolo: a home occupation permit for wholesale car dealer. Office use only, no hours of operation, no inventory on site, and no customers meeting on residential property. PA19-0739 32401 Temecula Pky 960-020-070 Jaime Cardenas 05/15/2019 Steve Rawlings Vail Ranch Plaza PL Conditional Plan Review Temecula, CA 92592 Use Permit Case Title / Description: Buffalo Wild Wings CUP: A Conditional Use Permit to allow for and ABC Type 47 On -Sale General (Restaurant) license located at 32401 Temecula Parkway PA19-0741 28677 Old Town Front St 922-045-033 Scott Cooper 05/16/2019 05/17/2019 Zachary Gilliland Linda Lash PL Modifications Approved Temecula, CA 92590 Case Title / Description: Pub & Grub MOD: A Modification to the parking lot of Old Town Pub & Grub to remove two parking spaces in order to locate a grease interceptor within a new landscaped planter bed located at 28677 Old town Front St. PA19-0743 41560Avenida Barca 921-231-005 Dale West 05/16/2019 DAVID CAHILL DAVID CAHILL PL Home Plan Review Temecula, CA 92591 Occupation Case Title / Description: Dog Jogger, LLC: a home occupation permit for mobile dog exercise services. Page 4 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0744 29775 Santiago Rd 922-130-020 Brandon Rabidou 05/16/2019 05/21/2019 Richard Hofman RANCHO PL Modifications Approved Temecula, CA 92592 BAPTIST CHURCH Case Title / Description: T-Mobile Rancho Baptist Church MOD: A Modification (Planning Review Only) to remove existing t-arms and diplexers and install six (6) new panel antennas and ancillary equipment on an existing T-Mobile monopine wireless telecommunication facility located at 29775 Santiago Rd. PA19-0745 32778 Stonefield Ln 965-031-032 Dale West 05/16/2019 Eric Tallaksen Eric Tallaksen PL Home Plan Review Temecula, CA 92592 Occupation Case Title / Description: Premier Business Ventures LLC DBA The Root Solutions: a home occupation permit to allow for the installation of tree root barriers PA19-0746 32778 Stonefield Ln Dale West 05/16/2019 05/16/2019 Eric Tallaksen Eric Tallaksen PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Premier Business Ventures LLC DBA The HOA Watchdog: a home occupation permit for home owner's association services. PA19-0747 32778 Stonefield Ln Dale West 05/16/2019 05/16/2019 Eric Tallaksen Eric Tallaksen PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Premier Business Ventures LLC dba Western Maintenance Services: a home occupation permit for handyman services. PA19-0750 39821 Oak Cliff Dr 920-012-001 Brandon Rabidou 05/16/2019 05/16/2019 Alberto EVA PL Home Approved Temecula, CA 92591 Miramonte VALDOVINOS Occupation Case Title / Description: Alberto Miramonte Landscaping: a home occupation permit for a landscaping business services. PA19-0751 31880 Corte Sagunto 955-273-003 Sara Toma 05/17/2019 Galadriel Kirk NOAL PL Home Plan Review Temecula, CA 92592 MCDONALD Occupation Case Title / Description: Simply Gala: a home occupation business license to make and sell canned and bottled goods. PA19-0754 39109 Twin Creek Dr 957-721-010 Eric Jones 05/17/2019 05/17/2019 Roderick Kasitz Elvia Kasitz PL Home Approved Temecula, CA 92591 Occupation Case Title / Description: Kasitz Consulting, Inc. - HR CONSULTING PA19-0755 27459 Jefferson Ave 909-240-001 Jaime Cardenas 05/17/2019 Daniel Shelton Hilbert Group PL Massage Plan Review Temecula, CA 92590 Permits Case Title / Description: Mi Mi Massage Spa Massage Establishment Permit: A Massage Establishment Permit for Mi Mi Massage and Spa located at 27459 Jefferson Ave. Page 5 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0756 28699 Old Town Front St 922-046-028 Eric Jones 05/17/2019 Christopher Baily's (DBA) PL Modifications Plan Review Temecula, CA 92590 Campbell Case Title / Description: Baily's Patio Minor Modification (Planning Review Only): A Minor Modification (Planning Review Only) to allow an existing restaurant located at 28699 Old town Front Street to install a shade structure. PA19-0758 28165 Jefferson Ave , C 921-060-016 Jaime Cardenas 05/20/2019 XiaoYan Liu Ryan Family PL Massage Plan Review Temecula, CA 92590 Trust Permits Case Title / Description: Luxury Asian Spa Massage Establishment Permit: A Massage Establishment Permit for Luxury Asian Spa located at 28615 Jefferson Ave, Suite C PA19-0760 27911 Jefferson Ave , 120 921-050-012 Jaime Cardenas 05/20/2019 Yahong Fan Los Amigos PL Massage Plan Review Temecula, CA 92590 Center Permits Case Title / Description: Ocean Day Spa Massage Establishment Permit: A Massage Establishment Permit for Ocean Day Spa located at 27911 Jefferson Ave., Suite 120. PA19-0762 45779 Corte Ricardo 962-081-042 Brandon Rabidou 05/20/2019 Karin Formy GARY DUVAL PL Home Plan Review Temecula, CA 92592 Duval Occupation Case Title / Description: Heart Of The Valley Designs Home Occupation: A home occupation permit for a plate decorate business PA19-0771 41784 Green Tree Rd 955-050-011 Jaime Cardenas 05/21/2019 Dave Henrikson JOHN PLATTS PL Secondary Plan Review Temecula, CA 92592 Dwelling Unit Case Title / Description: Platts ADU: a 1200 square foot accessory dwelling unit (ADU) at the rear yard of the existing residential home located at 41784 Green Tree Road. PA19-0775 43040 Rancho Way, 200 921-040-018 Jaime Cardenas 05/21/2019 06/10/2019 Diane Kucera Carlos Alvarez PL Temporary Approved Temecula, CA 92590 Use Permit Case Title / Description: Refuge Summer Nights: A temporary use permit to allow for private events (including live entertainment, food trucks, and beer) on June 22, 2019, July, 12, 2019, August 3, 2019, September 20, 2019, and October 26, 2019, from 5 p.m. to 10 p.m. at Refuge Brewery located at 43040 Rancho Way, Suite 200 PA19-0777 27512 Parkside Dr 920-194-024 Scott Cooper 05/21/2019 05/21/2019 Daniel Maravilla Daniel Maravilla PL Home Approved Temecula, CA 92591 Molina Molina Occupation Case Title / Description: A&G Flowers - A Home Business License for floral PA19-0778 40761 County Center Dr 910-110-039 Jaime Cardenas 05/21/2019 05/28/2019 Eli Bracken RUSTICA HILL PL Zoning or Completed Temecula, CA 92591 TEMECULA Planning Letter Case Title / Description: 40761 County Center Drive ZL: a zoning letter for the property located at 40761 County Center Drive (APN 910-110-039) Page 6 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0779 27401 Ynez Rd 921-260-026 Jaime Cardenas 05/22/2019 05/28/2019 Alexis Vadnais Temecula Plaza PL Zoning or Completed Temecula, CA 92591 Center Planning Letter Case Title / Description: Tower Plaza ZL: a zoning verification letter for the property located at 27401-27531 Ynez Road (APN 921-260-026 and 921-270-055). PA19-0781 29613 Via Mondo 944-323-012 Jaime Cardenas 05/22/2019 06/10/2019 John Houston John Houston PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: FFD Trading: a home occupation business license for online retail sales of toys, novelties and prepackaged snacks and candies. PA19-0785 40164 Village Rd , Apt. 1414 916-560-001 Jaime Cardenas 05/23/2019 05/23/2019 Kirk Lentz CAPE MAY PL Home Approved Temecula, CA 92591 TEMECULA Occupation APARTMENTS Case Title / Description: Process Liability: a home occupation business license for asset risk and assessment consulting services. PA19-0786 31980 Corte Soledad 954-231-036 Brandon Rabidou 05/24/2019 05/24/2019 Alexander Lowen Dool Assoc PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Inland Empire Boatworks: a home occupation permit for a mobile boat cleaning, waxing, and minor repair business. PA19-0787 30919 Samantha Ln 961-450-005 Brandon Rabidou 05/24/2019 Mark Barnes Temecula Creek PL Home Plan Review Temecula, CA 92592 Villas Occupation Case Title / Description: Barleon Group - Executive Search and Recruiting Home Occupation: A home occupation permit for an executive search and recruiting business PA19-0790 910-272-022 Jaime Cardenas 05/24/2019 06/05/2019 Suzanne Griffin Foundation fora PL Zoning or Completed Course In Planning Letter Miracles Case Title / Description: Buecking and Madison ZL: a zoning verification letter for the vacant properties with assessor's parcel numbers 910-272-023 and 910-272-022. PA19-0791 43415 Corte Benitez 955-362-006 Brandon Rabidou 05/24/2019 05/24/2019 Bethany Cool CARL COOL PL Home Approved Temecula, CA 92592 Occupation Case Title / Description: Sugar Vine Cookies: a home occupation permit for an in -home bakery services. PA19-0792 30535 Temecula Pky 961-410-018 Scott Cooper 05/28/2019 05/31/2019 Niranjan Raey RSI Group, Inc 30535 South PL Modifications Approved Temecula, CA 92592 Temecula Parkway Case Title / Description: 76/Circle K MOD: A Modification (Planning Review Only) for the installation of a propane tank in an existing parking space, the addition of bike racks and two new parallel parking spaces located at 30535 Temecula Parkway. Page 7 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0793 964-460-003 Scott Cooper 05/28/2019 Thomas Fuller Decatur Wingsweep Corp PL Modifications Plan Review Advisors LLC Case Title / Description: Roripaugh Ranch Park N Ride MOD: A Modification to a previously approved Development Plan (PA18-0131) for the Roripaugh Ranch Park N Ride to change the paving material from asphalt to crushed aggregate and revising the parking delineation located in Planning Area 33B of the Roripaugh Ranch Specific Plan (APN 964-460-003) PA19-0794 28964 Old Town Front St 922-120-010 Jaime Cardenas 05/28/2019 Timothy Free Hearn Street PL Modifications Corrections Temecula, CA 92590 Holdings Case Title / Description: Harley Davidson Mezzanine: a modification application to add a 2,010 square -foot storage mezzanine inside the Harley-Davidson motorcycle dealership located at 28964 Old Town Front Street. PA19-0797 45100 Pechanga Pky 961-450-012 Eric Jones 05/28/2019 Keith Frankel TRI POINTE PL Temporary Plan Review Temecula, CA 92592 HOMES INC Use Permit Case Title / Description: Rancho Soleo Model Homes TUP: A Model Home Complex application for Rancho Soleo located at 45100 Pechanga Parkway. PA19-0798 32891 Vine St 962-400-029 Jaime Cardenas 05/28/2019 05/28/2019 Pearl Luna FRANCISCO PL Home Approved Temecula, CA 92592 PEREZ Occupation Case Title / Description: Moor Designz: a home occupation business license for logo designs and printing. PA19-0800 42200 Margarita Rd , 27H 921-310-014 Jaime Cardenas 05/28/2019 05/28/2019 Jay Jones MG Sage PL Home Approved Temecula, CA 92592 Canyon Occupation Apartments Case Title / Description: Bottom Line Pool & Spa: a home occupation business license for pool and spa services PA19-0802 29887 Via Norte, Suite 200 919-073-004 Jaime Cardenas 05/28/2019 05/28/2019 Paula Scalingi GERALD PL Home Approved Temecula, CA 92591 KIERNAN Occupation Case Title / Description: The Scalingi Group, LLC: a home occupation business license for independent emergency consulting services. PA19-0804 31093 Skyline Dr 957-751-044 Jaime Cardenas 05/29/2019 05/29/2019 Greg Rosa LINDSAY PL Home Approved Temecula, CA 92591 ADAMS Occupation Case Title / Description: Deft, LLC DBA Deft Family: a home occupation business license for the sale of motorcross, BMX, MTB gloves and casual apparel. Page 8 of 9 Assigned Planner Approval PA Number Project Address APN Apply Date Date Applicant Company Owner Plan Type Status PA19-0807 40200 Village Rd 916-560-001 Jaime Cardenas 05/30/2019 05/30/2019 Jayme Levett CAPE MAY PL Home Approved Temecula, CA 92591 TEMECULA Occupation APARTMENTS Case Title / Description: Levett Pool Repair & Service: a home occupation business license for swimming pool repairs and service. PA19-0808 32010 Calle Galarza 959-121-004 Eric Jones 05/31/2019 Steven Preyer Steven Preyer PL Home Plan Review Temecula, CA 92592 Occupation Case Title / Description: Dirt Road Detailing: a home occupation business for mobile auto detailing. PREAPP19-0 28500 Old Town Front St 922-024-008 Jaime Cardenas 05/02/2019 05/16/2019 Anthony Bennett CORDOVA INV PL Completed 678 Temecula, CA 92590 PARTNERS Pre -Application Case Title / Description: BeGood Food and Entertainment: a pre -application for a new proposed 6,262 square foot, three story building with restaurants on the first floor and flex space on the second floor for a "selfie museum" and/or axe throwing and a banquet space on the third floor to replace the existing structure located at 28500 Old Town Front Street. PREAPP19-0 41480 Sanborn Ave 910-272-008 Scott Cooper 05/03/2019 05/23/2019 Rei Nagahata PL Completed 686 Temecula, CA 92590 Pre -Application Case Title / Description: Sanborn/Jefferson Gas Station Pre-App: A Pre -Application for an approximately 4,600 square foot gas station that includes a convenience store, quick service restaurant, car wash, and ABC Type 20 ABC License. The project is located at 41480 Sanborn Ave. PREAPP19-0 910-272-022 Scott Cooper 05/09/2019 Andrew Davies Foundation for a PL Out 704 Course In Pre -Application Miracles Case Title / Description: Woodsprings Hotel Pre-App: A Pre -Application for Woodsprings Hotel to develop an approximately 48,228 square foot, 4-story, 122 room hotel on the corner of Madison Avenue and McCabe Court (APNs: 910-272-0222, 910-272-0223) PREAPP19-0 910-272-002 Scott Cooper 05/16/2019 06/04/2019 Robert Park Hoff Investments PL Out 748 Pre -Application Case Title / Description: Madision Avenue Retail Pre-App: A Pre -Application for an approximately 22,000 square foot tilt -up retail building located on the east side of Madison Avenue north of Buecking Drive (APN: 910-272-002 PREAPP19-0 40495 Winchester Rd 910-290-014 Eric Jones 05/21/2019 06/06/2019 Manisha Konicki ISE Engineering PL Completed 776 Temecula, CA 92591 Pre -Application Case Title / Description: Hospitality Car Wash: Pre -Application to construct 330 square feet enclosed customer waiting area Page 9 of 9 Community Development Statistics - Previous 12 Months 6/18 7/18 8/18 9/18 10/18 11/18 12/18 1/19 2/19 3/19 4/19 5/19 12 Month Total/Average BUILDING AND SAFETY Inspections 1,640 1,272 2,172 1,452 1,809 1,632 1,317 1,561 1,111 2,377 2,030 1,828 20,201 Inspections Per Day 78.09 58 94.43 76.42 78.65 85.9 69.3 70.95 61.72 113.2 92.3 79.47 80 Inspections Per Person Per Day 19.52 17 31.47 19 19.66 21.47 17.32 17.73 15.43 29.3 23.06 19.86 21 Permits 282 233 278 224 260 212 156 235 172 195 259 252 2,758 New SFR Permits 16 1 15 0 1 6 0 7 0 0 7 8 61 New Projects in Plan Check 176 62 23 74 130 100 87 106 49 108 123 128 1,166 Number of Permits Finaled 138 152 196 167 228 208 208 154 100 114 198 170 2,033 Photovoltaic Permits 76 47 70 53 73 44 46 60 32 35 57 65 658 Non Construction C of O 21 28 25 25 21 26 13 29 25 29 23 26 291 Tenant Improvements w/ C of O 16 3 5 9 14 9 8 9 9 11 13 15 121 PLANNING Public Hearings 2 2 5 7 2 4 0 0 3 6 5 2 38 Planning Applications 39 21 35 24 30 33 21 30 39 40 29 32 373 Conditional Use Permits 1 2 0 1 1 4 0 1 0 2 0 2 14 Development Plans 0 1 0 0 0 1 0 1 1 0 0 0 4 Extensions of Time 0 0 0 0 0 0 0 0 0 0 0 0 0 General Plan Amendments 0 0 0 0 0 0 0 0 0 0 0 0 0 Maps 1 1 1 0 0 0 0 1 0 0 0 0 4 Massage Permits 3 2 4 1 3 0 2 8 7 6 4 4 44 Modifications 21 8 11 10 15 17 10 9 12 13 8 11 145 Planned Dev. Overlays 0 0 0 0 0 0 0 0 0 0 0 0 Secondary Dwelling Unit 0 0 1 0 0 0 0 0 0 0 1 2 4 Specific Plans - New 0 0 0 0 0 0 0 0 0 1 0 0 1 Specific Plans - Amendments 0 0 0 0 0 0 0 0 0 0 0 0 0 Temporary Use Permits 4 1 4 6 3 5 2 4 4 7 4 4 48 LR Applications Initiated 0 0 2 1 0 5 6 4 4 3 3 1 29 Pre -Applications 5 3 7 3 4 3 7 4 3 3 3 5 50 community uevelopment btatlstics - vrevlous 1z Ivlontns 6/18 7/18 8/18 9/18 10/18 11/18 12/18 1/19 2/19 3/19 4/19 5/19 12 Month Total/Average CODE ENFORCEMENT Code Inspections 373 256 419 267 320 394 257 361 291 296 475 884 4,593 Code Enforcement Cases 89 126 187 92 148 95 96 132 113 139 173 135 1,525 Vehicle Abatement Cases 9 5 6 5 7 2 0 3 3 2 5 3 50 Weed Abatement Cases 12 17 24 6 5 6 5 9 15 25 24 34 182 ADMINISTRATION Visitors to C Desk 974 875 1,025 980 1,070 446 370 1,071 870 1,021 1,071 1,102 10,875 Records Requests Processed 19 24 13 22 17 14 18 24 15 15 12 35 228 My CivicApp Inquiries 91 83 92 93 107 26 17 65 61 69 86 82 872 ECONOMIC INDICATORS Residential - Default 64 57 55 48 64 58 58 52 45 48 43 47 639 Foreclosed Residential 79 87 80 81 77 73 73 77 87 78 73 73 938 Residential REO 42 36 37 43 44 50 50 51 51 54 55 53 566 Commercial - Default 6 4 3 3 3 2 2 2 2 2 1 1 31 Commercial - Foreclosed 1 0 0 1 1 1 1 1 1 1 1 1 10 Commercial - REO 5 5 5 3 3 3 3 3 3 3 3 3 42 Home Occupations 33 29 38 25 16 18 20 41 44 37 29 37 367 CommunlIg Development Ida Perlormance Reporl 201; Building Inspections 2500 AVG 2000 1683 1500 1000 500 OTA L o - -- -- -- -- -- -- -- -- -- -- -- - 20,20'1 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 New Building Permits 300 AVG zoo 230 100 OTAL 0 -- -- --- -- -- -- - - - - - -- -- 2758 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Finaled Permits 250 A I G 200 169 150 100 OTAL 50 2033 0 - -- -- -- - --- -- - - - - -- - 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Planning Applications 40 AVG 30 31 20 10 OTAL 373 6118 7118 8118 9/18 14118 11118 12118 1119 2119 3119 4119 5119 Mod lications 25 Alf G 20 12 15 10 OTAL 5 145 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Pre -Applications 7 AVG 6 4 5 ■4 3 2 OTAL 1 50 6118 7118 8l18 9118 10118 11118 12/18 1119 2119 3119 4119 5119 F"F---7 Did A pre -application is an informal, free, and helpful tool for you know? applicants to receive comments on potential projects. Visitors ro the C Desk 1500 AV G 906 1000 500 TOTAL 0 - -- -- -- - - -- - -- - 10,875 6/18 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Records Requests Processed 35 AVG 30 19 25 20 15 r. 10 OTAL 5 0 __ ___ ___ __ - - --=-------------------------- 228 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Mg CiVcApp Inquiries 150 AV G 73 100 50 OTAL a 872 6118 7/18 8/18 9118 10118 11118 12118 1119 2119 3119 4119 5119 r- -1 ' The Community Development Desk, or C-Desk, is a one - stop shop for development! w c-"' Code Enforcement Cases 200 100 0 - -- - 6118 7118 8118 --9118 10118 11118 12118 1119 2119 Code Enforcement Inspections 900 800 700 600 500 3119 4119 5119 400 300 200 100 -- -- -- -- -- -- -- --- -- -- --- 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 Vehicle Abaremenr Cases 9 8 7 6 5 4 3 2 1 0 - -- -- -- 6118 7118 8118 9118 10118 11118 12118 1119 2119 3119 4119 5119 DAVG �z� OTAL 1525 OTAL 4593 ' ', That you can report Code complaints via the City's app? Item No. 22 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Brad Casady, Battalion Chief DATE: June 25, 2019 SUBJECT: Fire Department Monthly Report PREPARED BY: Wendy Miller, Administrative Assistant RECOMMENDATION: That the City Council receive and file the Fire Department monthly report. CAL FIRE/Riverside County Fire Department Emergency Incident Statistics Shawn C. Newman Fire Chief 6/5/2019 Report Provided By: Riverside County Fire Department Communications and Technology Division GIs Section Please refer to Map and Incident by Battalion, Station, Jurisdiction Page 1 of 6 `Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. Response Activity ■ Com Fire 1 0.1% False Alarm 80 10.3 % 4q ■ Haz Mat 2 0.3 % ■ Medical 550 70.8% ■ Other Fire 6 0.8% Other Misc 10 1.3% ■ Public SeNce Assist 37 4.8% ■ Rescue 3 0.4% ■ Ringing Alarm 5 0.6% ■ Standby 4 0.5% ■ Traffic Collision 77 9.9% Vehicle Fire 1 0.1% Midland Fire 1 0.1% Total: 777 100.0% Com Fire 1 False Alarm 80 Haz Mat 2 Medical 550 Other Fire 6 Other Misc 10 Public Service Assist 37 Rescue 3 Ringing Alarm 5 Standby 4 Traffic Collision 77 Vehicle Fire 1 Wildland Fire 1 Incident Total: 777 Average Enroute to Onscene Time* Enroute Time = When a unit has been acknowledged as responding. Onscene Time = When a unit has been acknowledge as being on scene. For any other statistic outside Enroute to Onscene please contact the IT Help Desk at 951-940-6900 <5 Minutes +5 Minutes +10 Minutes +20 Minutes Average % 0 to 5 min 535 233 23 3 4.4 68.9% *CODE 3 and CODE 2 incidents are included in the total count of incidents and the average Enroute to Onscene Time. Last Updated 6/5/2019 2:2 Page 2 of 6 *Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. Incidents by Battalion, Station and Jurisdiction Com Fire False Alarm Haz Mat Medical Other Fire Other Misc Public Service Rescue Ringing Alarm Standby Traffic Collisio Vehicle Fire Wildlan d Fire .• Station Pechanga #2 Station 12 Temecula Station 73 Rancho California Station 83 French Valley Station 84 Parkview Station 92 Wolf Creek Station 95 Roripaugh Ranch Grand Total City of Temecula Station Total City of Temecula Station Total City of Temecula Station Total City of Temecula Station Total City of Temecula Station Total City of Temecula Station Total City of Temecula Station Total 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 2 0 0 0 0 0 0 0 0 0 1 1 1 0 23 1 99 0 0 12 2 1 0 16 0 1 0 23 1 99 0 0 12 2 1 0 16 0 1 1 24 0 171 2 4 15 0 1 0 25 0 0 1 24 0 171 2 4 15 0 1 0 25 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 12 0 136 0 1 3 0 1 1 16 1 0 0 12 0 136 0 1 3 0 1 1 16 1 0 0 20 1 109 4 3 5 1 2 2 18 0 0 0 20 1 109 4 3 5 1 2 2 18 0 0 0 1 0 32 0 2 2 0 0 1 2 0 0 0 1 0 32 0 2 2 0 0 1 2 0 0 1 :1 2 550 . 10 Last Updated 6/5/2019 2:2 Page 3 of 6 'Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. Incidents by Jurisdiction com False Haz Mat Medical Other Other Public Rescue Ringing Standby Traffic Vehicle Wildlan Fire Alarm Fire Misc Service Alarm Collisio Fire d Fire of Temecula 1 80 2 550 6 10 37 3 5 4 77 1 1 Last Updated 6/5/2019 2:2 Page 4 of 6 'Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. Incidents by Supervisorial District - Summary DISTRICT 3 CHUCK Com Fire False Alarm Haz Mat Medical Other Fire Other Misc Public Service Assist Rescue Ringing Alarm Standby Traffic Collision Vehicle Fire Wildland Fire 1 80 2 550 6 10 37 3 5 4 77 1 1 Last Updated 6/5/2019 2:2 Page 5 of 6 'Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. MONTH = 5 and YEAR = 2019 and CITYNAME = "Temecula' rrwtm PW # � r �f 5�r FrS', •' � � id59i .; Buck Mesa J •� t • t I k e om�na� sr w TEMECO'LA VA Lit rTemecula i VtiaYa 41r m lee 14 fj ,,' r • x i i LIrxir �r "!#% i r i . f Teme • i i 10 5un i8ki12 �"�an i i i i0 . '�+ •. Lek :". 84 or ii i F- I i P A U B A Y A I- E Y lob } yenida � �, 4 #"o- # i i 48 0 ago. �xi 4r lot 4' r4PIF rl 'r See.: i • S i i .d r • " :PECHANGACPSINO AND RV Pechan a _ r � Pechanga L Legend N' ID Fie • Medical RiversideCounty 44Fcs Ststic^ Hla=d * Other M's o Hlez Mat * PSA Reservations I&C vasinos Riverside County Fire GI S Last Updated 6/5/2019 2:', Page 6 of 6 'Incidents are shown based on the primary response area for the incident location. This does not represent total response times for all units only the first unit in. Fire DepE Temecula Battalion Fire Stations- Public Education Reporting Month: Reporting Stations: May 12, 73, 84, 92 and 95 Reporting Year: 2019 PR and Public Education Programs: Total Number of Events Event Type for Reporting Month 3 School Event 0 Adult Education 0 Fair/Safety Expc r 0 Display 6 Station Tour 1 0 Fire Safety Traik 1 Other Field Inspections: Total Number of Initial Field Inspections for Reporting Month Total Number of Re -inspections for Reporting L Month Total Number of Hours 12 Number of Public Contacts - 645 0 520 0 90 0 30 LE-100's (Weed Abatement) Total Number of 0 LE-100 Inspections for 0 Reoortino Month Prevention Referrals: 0 Total Number of Fire Prevention Referrals for 0 Reporting Month Significant Events: Provide a brief synopsis of significant TC's, Fires, Near Drowning's, Road Closures etc. . Include photos if available. Station 92 had a lot of school tours this month as well as participated in the Wolf Creek Safety event. Item No. 23 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Lisa McConnell, Chief of Police DATE: June 25, 2019 SUBJECT: Police Department Monthly Report (May) PREPARED BY: James Wilson, Sergeant RECOMMENDATION: That the City Council receive and file the Police Department monthly report. The following report reflects the activity of the Temecula Police Department for the month of May 2019. PATROL SERVICES Overall calls for police service 6,667 "Priority One" calls for service 63 Average response time for "Priority One" calls 6.37 Volunteer administration hours 110 Special Events hours 36 Community Action Patrol (CAP) hours 568 Reserve officer hours (patrol) 74 Training/Meeting hours TBD Total Volunteer hours 1108 CRIME PREVENTION Crime prevention workshops 0 Neighborhood watch meetings conducted 0 Safety presentations/Training 1 Special events 3 Residential/Business security surveys conducted 0/0 Businesses visited 0 Residences/Businesses visited for past crime follow-up 0/0 Station Tour 2 Planning Review Projects 5 Temp Outdoor Use Permits 7 Sq. Footage of Graffiti Removed 1,414 TOWN STOREFRONT Total customers served 367 Fingerprints/Live Scans 54 Police reports filed 11 Citations signed off 17 Total receipts $2,596 SPECIAL TEAMS (PROBLEM ORIENTED POLICING) On sight felony arrests 0 On sight misdemeanor arrests 5 Felony arrest warrants served 2 Misdemeanor arrest warrants served 20 Follow-up investigations 5 Parole/Probation Searches 0 Pedestrian Checks 24 Traffic StopsNehicle Checks 36 Crime Free Housing Checks 10 SPECIAL TEAMS (HOMELESS OUTREACH TEAM) On sight felony arrests On sight misdemeanor arrests 21 Felony arrest warrants served 0 Misdemeanor arrest warrants served 12 Area Checks 51 Camp Checks 14 Pedestrian Checks (New Contacts) 5 Follow-up Checks (Old Contacts)... 34 Traffic StopsNehicle Checks 0 SPECIAL TEAMS (SPECIAL ENFORCEMENT TEAM) On sight felony arrests 6 On sight misdemeanor arrests 15 Felony arrest warrants served 3 Misdemeanor arrest warrants served 15 Follow-up investigations 6 Parole/Probation Searches 7 Pedestrian Checks 15 Traffic StopsNehicle Checks 12 Marijuana Dispensary Checks 3 TRAFFIC Citations issued for hazardous violations 612 Grant funded D.U.I. / Traffic safety checkpoints 0 Grant funded traffic click it or ticket 0 D.U.I. Arrests 46 Non -hazardous citations 552 Stop Light Abuse/Intersection Program (S.L.A.P.) citations 191 Neighborhood Enforcement Team (N.E.T.) citations TBD Parking citations 124 School Zone TBD Seatbelts 13 Cell Phone Cites 169 Injury collisions 31 INVESTIGATIONS Beginning Caseload 104 Total Cases Assigned 47 Total Cases Closed 74 Search Warrants Served 28 Arrests 4 Out of Custody Filings 9 PROMENADE MALL TEAM Calls for service 268 Felony arrest/filings 11 Misdemeanor arrest/filings 49 Traffic Citations 4 Fingerprints/Live Scans 288 Total receipts $8,371 SCHOOL RESOURCE OFFICERS Felony arrests 0 Misdemeanor arrests 6 Reports 19 Citations 20 Meetings/Presentations 136 Item No. 24 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: June 25, 2019 SUBJECT: Public Works Department Monthly Report RECOMMENDATION: That the City Council receive and file the Public Works Department Monthly Report for Capital Improvement Projects, Maintenance Projects, and Land Development Projects. This report may also be viewed on the City's website at: hiLtp://temeculaca.gov/270/Cqpital-IMprovement-Projects-CIP City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 CAPITAL IMPROVEMENT PROJECTS CIRCULATION PROJECTS Butterfield Stage Road Extension Phase III, PW15-11 Description: Widening of Butterfield Stage Road from La Serena Way to Rancho California Road, which includes widening of Rancho California Road to four lanes through the intersection of Butterfield Stage Road (Riverside County is a partner on this major circulation project). Cost: $6,253,500 Status: Construction contract was awarded in December 2018. Pre -construction Meeting was held on May 2, 2019. Construction began in June 10, 2019. French Valley Parkway / Interstate 15 Improvements- Phase II, PW16-01 Description: Design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road interchange on -ramps and ending just north of the Interstate 15/Interstate 215 junction with connection to Interstate 15 and Interstate 215. Cost: $84,931,401 Status: Currently in design. Work continues on the environmental re-evaluation. California Transportation Commission (CTC) has approved reprogramming State Transportation Improvement Program (STIP) Funds. Interstate-15 / State Route 79 South Ultimate Interchange, PW04-08 Description Construction of ramp system that will improve access to Interstate 15 from Temecula Parkway / State Route 79 South. Cost: $51,959,957 Status: Construction is essentially complete. All contract work has been completed. Caltrans has conducted its final review of the project and identified additional design/construction work to be completed prior to acceptance. The City is working with its designer and contractor to coordinate the scope and scheduling of this work. Additional project details are available on the project website: www.1579South.info 1 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 CIRCULATION PROJECTS (Continued) Murrieta Creek Bridge at Overland Drive, PW16-05 Description: Design and construction of a new bridge crossing over Murrieta Creek between Rancho California Road and Winchester Road. Cost: $11,784,550 Status: The City applied and was approved to receive Federal Highway Bridge Program (HBP) funds. Request for Authorization of Preliminary Engineering submitted to Caltrans on March 14, 2018. Design consultant has been selected through the RFP process. City Council approved the design agreement with CNS Engineers Inc. at the March 12, 2019 meeting. Design is underway. Pavement Rehabilitation Program — Enterprise Circle West and South, Rider Way and Commerce Center Drive, PW18-12 Description: Rehabilitation of Enterprise Circle West and South from Winchester Road to Commerce Center Drive, Rider and Commerce Center Drive from Enterprise Circle West to Via Montezuma. Cost: To be determined Status: Anticipate bidding in June with a July bid opening. Pavement Rehabilitation Program — Rancho Vista Road (Paseo Goleta to Butterfield Stage Road), PW19-01 Description: Rehabilitation of Rancho Vista Road from Paseo Goleta to Butterfield Stage Road. Cost: To be determined Status: The bid opening was June 11, 2019. Currently reviewing bids. Pavement Rehabilitation Program — Ynez Road (Winchester to Date), Equity Drive, County Center Drive Loop, and Winchester Road (Nicolas to Easterly City Limits), PW18-01 Description: Rehabilitation of Ynez Road from Winchester Road to Date Street, Equity Drive and County Center Drive loop, and Winchester Road from Nicolas Road to easterly City Limits. Cost: To be determined Status: Currently on hold awaiting completion of Rancho Water and Developer improvements. o: City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 CIRCULATION PROJECTS (Continued) Pechanga Parkway Widening, PW15-14 Description: Widening of Pechanga Parkway between Via Gilberto and North Casino Drive. Cost: $5,000,000 Status: Construction contract was awarded in December 2018. Construction started on April 25, 2019 and is expected to continue thru September, 2019. Roundabout Improvements at Ynez Road, PW18-06 Description This project includes the construction of a traffic circle, roundabout, on Ynez Road at the intersection of La Paz Street. The improvements include the construction of a raised traffic circle with a desert style landscape and a horse monument inside the circle. Cost: $519,824.04 Status: Construction started on June 3, 2019 and will have a 60 — working day schedule. Traffic Signal and Park & Ride Access Improvements, PW18-11 Description: This project includes the installation of a traffic signal on Temecula Parkway at Wabash Lane. The project also includes relocating the access of the Park and Ride facility on Temecula Parkway at La Paz Road from Vallejo Avenue to Wabash Lane. Cost: To be determined Status: The project is currently in design. Ynez Road Improvements, PW17-17 Description This project includes widening Ynez Road, form Rancho Vista Road to La Paz Street, to two lanes in each direction, and the completion of missing segments of curb & gutter, sidewalk, landscape medians, streetlights and modify the traffic signal at Santiago Road. Cost: $346,480.00 Status: Design has started and at 30% plan status. The design is scheduled to be completed during the FY 2019- 20. 3 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 INFRASTRUCTURE PROJECTS Bike Lane and Trail Program — Bike Pump Track, PW 18-04 Description: Bicycle Pump Track at Ronald Reagan Sports Track. Cost: $300,000.00 Status: Project currently in design. Kickoff meeting held on September 7, 2018. Concept plan submitted to the City on October 22, 2018. A Request for Qualification was posted on PlanetBids and interested parties qualifications were due on 04/10/2019. 90% Plans currently in progress. Anticipate June recommendation to City Council to approve prequalified contractor(s) list, approve plans, and authorize solicitation of construction bids. Citywide Streetlight Acquisition and Light Emitting Diode (LED) Retrofit, PW17-18 Description: The purchase and acquisition of 2,221 light poles, Phase 1 of 3, of the Southern California Edison (SCE) streetlights has been completed. Effective June 3, 2019, the City has assumed ownership, and operations and maintenance of the streetlight poles located in the northern region of the city. Phases 2 and 3 are currently being inventoried and is anticipated to be complete by July 2019. Following acquisition, this project will include retrofitting the purchased lights with an energy efficient Light Emitting Diode (LED) lighting system. This project includes implementation of GE LightGrid Outdoor Wireless Control System for all street lights citywide. LightGrid is a groundbreaking technology for street and roadway lighting. The unique technology inside this system allows for remote operation and monitoring of all fixtures through a Web -enabled central management system. Cost: $8,172,144 Status: The City is currently working with Southern California Edison to complete the inventory audit and acquisition. Interstate 15 Branding and Visioning — Conceptual Landscape Corridor Plan, PW17-19 Description: Landscape beautification of the Interstate 15 corridor between French Valley Parkway and Temecula Parkway, including each interchange, in association with Visit Temecula Valley and the Pechanga Tribe. Cost: $3,887,550 Status: City Council approved a design agreement with Michael Baker International at the March 12, 2019 meeting. Design is underway. M City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 INFRASTRUCTURE PROJECTS (Continued) Library Parking — Phase II, PW13-09 Description: Design and construction of an expansion of the current on -site parking facility. Cost: $2,872,969 Status: Construction began June 10, 2019. Margarita Recreation Center, PW17-21 Description: Construction of a new recreation center in Margarita Community Park in place of the former YMCA building. Includes demolition of the existing building and pool, and construction of a new building, as determined by a feasibility study. Phase II includes the design and construction of an expansion of the current on -site parking facility. Cost: $4,882,963 Status: Concept Designs for Bridging Documents are underway. Anticipate Design Build Team Prequalification process to start in July. Old Town Parking Structure, PW17-15 Description: Design and eventual construction of a new parking facility in Old Town. The Old Town Parking Management Plan will outline a number of parking strategies best suited to serve Old Town Temecula. Cost: $1,000,000 Status: Parking study is being updated. 5 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 INFRASTRUCTURE PROJECTS (Continued) Santa Gertrudis Creek Pedestrian/Bicycle Trail Extension and Interconnect, PW08-04 Description: Design, environmental document, and construction of the extension of the existing trail from Ynez Road to the Murrieta Creek Trail. The extension includes access and under -crossing at Ynez Road, Interstate 15 and Jefferson Avenue and a continuous paved trail along Santa Gertrudis Creek to connect to Murrieta Creek trail. Cost: $4,891,353 Status: Design is being finalized and the environmental document has been initiated. The California Transportation Commission (CTC) has approved $3,759,000 State SB1 Alternative Transportation Program (ATP) Augmentation funds for this project. Currently processing application for Caltrans Streamlined Oversite and Encroachment Permit/Plan Check with Riverside County Flood Control (RCFC). Anticipate design to be completed in July of 2019. Anticipate bidding project in November 2019 pending approval of environmental documents. Sidewalks - Old Town Improvement Project, PW17-04 Description: This project is on the east side of Mercedes Street from Sam Hicks Park to Fourth Street. This project will provide walking surfaces for pedestrians. Cost: $477,577 Status: Construction is complete. Punch list items are being addressed. Sidewalks - Sixth Street Improvements, PW17-05 Description: This project includes adding new sidewalks on the north side of Sixth Street between Mercedes Street and Mary Phillips Senior Center. Cost: $150,595 Status: Construction is complete. Notice of Completion is scheduled for the June 25, 2019 City Council Meeting. n City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 INFRASTRUCTURE PROJECTS (Continued) Sidewalks — Citywide (Third Street), PW17-24 Description: Curb and sidewalk improvements on the north side of Third Street, between Old Town Front Street and Mercedes Street and the west side of Mercedes Street from Third Street for approximately 150' to the north. Portion adjacent to the proposed parking structure for the hotel will be completed by private developer. Cost: To be determined Status: Design is almost complete. Project cannot be constructed until the Truax Hotel parking structure is under construction due the change in street grade. Sidewalks — Old Town Boardwalk Enhancement, PW17-16 Description: Replace boardwalk plank boards with colored concrete sidewalk. Cost: $700,000 Status: At the 12/12/2017 meeting, the City Council approved the plans and specifications and authorized staff to bid the project for construction. Public bids were opened on 06/26/2018. At the 08/14/2018 City Council meeting all bids were rejected and authorization to re -advertise for public bids was received. Project has been re -advertised for public bids that were opened on 5/23/2019. Seeking Award of Construction Contract at City Council Meeting on June 25, 2019. Sidewalks — Citywide (Ynez Road, Rancho Highland to Tierra Vista), PW17-28 Description: New sidewalks on the west side of Ynez Road from Rancho Highlands to Tierra Vista. Cost: $198,920.00 Status: Project currently in design. Citywide Concrete Repairs Fiscal Year 2017-18 Description: Repair existing concrete facilities within the public right-of-way, at approximately 200 locations, including curb and gutter, sidewalk, access ramps, driveways, cross gutters, and under sidewalk drains. Cost: $330,000 Status: Construction schedule is June 2019 — October 2019. 7 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 PARKS AND RECREATION PROJECTS Community Recreation Center (CRC) Pool Site Enhancements and Renovations, PW18-02 Description: Removal and replacement of pool decking, pool re -plaster, and installation of an enhanced lighting system with energy efficient LED fixtures. Cost: $1,538,880 Status: The City Council approved an agreement for design at the 08/28/2018 meeting. Public bids were opened on December 11, 2018. City Council awarded the contract at the 01/08/2019 meeting. Construction started January 23, 2019 and the pool was opened for the public on June 10, 2019. Punch list items are currently being addressed. Flood Control Channel Reconstruction and Repair, PW11-10 Description: This project repairs and reinforces the earth and berms between Pala Park and Temecula Creek and fortifies the banks to prevent further erosion into the park site. Cost: $1,280,284 Status: Design is complete. Preparation of the environmental document is underway. Evaluating construction alternatives to lessen environmental mitigation requirements. Park Restroom Renovations, Expansion and Americans with Disabilities Act (ADA), PW17-06 Description: Renovation of various park site restroom facilities, including Ronald Reagan Skate Park, Patricia H. Birdsall Sports Park, Paloma Del Sol Park, Temeku Hills Park, and Harveston Lake Park. Cost: $347,800 Status: Initiating planning and design. City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 PARKS AND RECREATION PROJECTS (Continued) Ronald Reagan Sports Park Restroom Expansion and Renovation, PW18-03 Description: Design and construction of the restroom building expansion, including adding stalls and urinals. It also includes renovating the snack bar, enlarging the storage case; and the renovation of the north/south baseball restroom and snack bar building by installing a new roof, cabinets, fixtures, and other building improvements. Cost: $725,000 Status: Initiating planning and design. 9 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 LAND DEVELOPMENT OVERSIGHT PROJECTS 76 and Circle K Fueling Facility Description: Grading plan to allow for the construction of an approximately 5,712 square foot convenience store and automotive service station Temecula Parkway and Pechanga Parkway. Status: Permit issued August 30, 2018. Ongoing review and inspections of project by the Land Development division. Hilton Garden Inn Description: Grading plan to allow for the construction of an approximately 66,991 square foot, three-story, 104 room Hilton Garden Inn Hotel with underground parking and additional off -site parking located approximately north of Rancho California Road on the east side of Jefferson Avenue. Status: Ongoing review of project by the Land Development division. Margarita and De Portola Road Description: Grading Plan to allow for the construction of a two-story 18,621 square foot office building. Status: Permit issued December 21, 2018. Ongoing review and inspections of project by the Land Development division. Mexico Cafe Description: Grading plan and Street Improvement Plan to allow for the construction of an approximately 13,375 square foot Mexico Cafe restaurant south of the Temecula Parkway and Pechanga Parkway intersection. Status: Permit issued September 13, 2018. Ongoing review and inspections of project by the Land Development division. 10 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 LAND DEVELOPMENT OVERSIGHT PROJECTS (Continued) Old Town (Fourth Street and Front Street) Description: Grading Plan to allow for the construction of a three-story shell building on the northeast corner of Old Town Front Street and Fourth Street. Status: Permit issued April 25, 2017. Ongoing review and inspections of project by the Land Development division. Old Town (Sixth Street and Front Street) Description: Chaparral South — grading plan to add 6,657 square feet to an existing two story retail/office commercial structure located at 28475 Old Town Front Street. Status: Permit issued January 28, 2019. Ongoing review and inspections of project by the Land Development division. Raising Cane's Description: Grading Plan to allow for the construction of an approximately 3,935 square foot Raising Cane's drive-thru restaurant located at 40390 Margarita Road. Status: Permit issued October 23, 2018. Ongoing review and inspections of project by the Land Development division. Rancho Soleo (Pechanga Parkway and Loma Linda Road) Description: Grading plan to allow for the final map and construction of a 245 unit multi -family development. Status: Permit issued October 16, 2018. Ongoing review and inspections of project by the Land Development division. 11 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 LAND DEVELOPMENT OVERSIGHT PROJECTS (Continued) Sommers Bend (formerly Roripaugh Ranch) Description: Land Development oversight of the following submittals in plan check: Final Map reviews, Community Sports Park Improvement Plan, Sommers Bend — Rough Grading Plan; Street Improvement Plan; Storm Drain Improvement Plan; Street Light Plan; Signing & Striping Plan. Status: Permit issued September 27, 2018. Ongoing review and inspections of project by the Land Development division. Starbucks Description: Grading plan to allow for the construction of an approximately 1,850 square foot drive-thru Starbucks located in the Palomar Village Shopping Center at 30690 Rancho California Road. Status: Ongoing review and inspections of project by the Land Development division. Staybridge Suites Description: Grading plan to allow for an approximately 90,832 square foot, 4-story, 125 room Staybridge Suites hotel located at 27500 Jefferson Avenue. Status: Ongoing review and inspections of project by the Land Development division. 12 City of Temecula DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT June 25, 2019 MAINTENANCE PROJECTS Playground Equipment Enhancement and Safety Surfacing, PW17-12, PW17-13, PW17-14 Description: Re -design, enhancement of playground equipment, and safety surfacing to comply with current state and federal regulations and enhance the quality of the parks. Cost: $750,000 Status: Agreements have been executed with Miracle Recreation for Riverton Park, Rotary Park, and Temeku Hills Park. Temeku Hills Park safety surfacing construction scheduled to begin April 10, 2019. Rotary Park and Riverton Park playground equipment replacement scheduled to begin in May and July respectively. Sports Court Resurfacing Description: Repairs and resurfacing of sport court surfacing at various parks and facilities. This includes tennis courts, basketball courts, and hockey rinks at various parks. Cost: $100,000 Status: Agreement was approved by City Council at the April 23, 2019 City Council meeting. Repairs scheduled to begin July 1, 2019. Sports Field Lighting — Light Emitting Diode (LED) Conversion Description: Replacement of aging sports field lighting components with new LED technology at various sports parks. Cost: $250,000 Status: A cooperative contract purchase agreement with Musco for equipment purchase was executed. Installation pending competitive bid process. Installation anticipated June 2019. 13 REQUESTS TO SPEAK REQUEST TO SPEAK f \� ilk CITY OF TEMECULA 19Ri // Date: if �� ��( I wish to,�peak on: Public Comment Circle Orle COUh1Cf)/ CSD/ SARDA/THA/TPFA Subject: Agenda Item No. For Against Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record a�I Name: /�1 / /V\� /9l✓/G-e./(4, Phone Number: Address: _ / / `(�CLuLA� 6 as Email address: ( • - Ifyou are representing an organization orgroup, lea give the name: P 9 9 P Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK . - . CITY OF TEMECULA ivxv� S (� Date: CO/2 I wish to speak on: Public Comment Circle One: CITY COUNCIL/CSD/SARDA/THA/TPFA Subject: