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HomeMy WebLinkAbout02222022 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 FEBRUARY 22, 2022 - 7:00 PM CALL TO ORDER: Mayor Matt Rahn INVOCATION: Pastor Terrence L. Hundley of The Place City of Miracles Cathedral FLAG SALUTE: Mayor Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart PRESENTATIONS Presentation of Certificate of Recognition to Former Board and Commission Members Presentation by Gillian Larson Regarding Reality Rally Presentation by David Preciado Regarding Annual Comprehensive Financial Report BOARD / COMMISSION REPORTS Community Services Commission and Race, Equity, Diversity and Inclusion Commission PUBLIC SAFETY REPORT California Department of Forestry and Fire Protection (CAL FIRE) PUBLIC COMMENTS - NON -AGENDA ITEMS A total of 30 minutes is provided for members of the public to address the City Council on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. Page 1 City Council Agenda February 22, 2022 CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten minutes will be devoted to these reports. CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the City Council on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 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 Action Minutes of February 8, 2022 Recommendation: That the City Council approve the action minutes of February 8, 2022. Attachments: Action Minutes 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Attachments: Agenda Report Resolution List of Demands 4. Approve hicrease to the Contingency for the Sam Hicks Monument Park Perimeter Fencing Project, PW20-12 Page 2 City Council Agenda February 22, 2022 Recommendation: That the City Council: 1. Approve an increase to the contingency for the Sam Hicks Monument Park Perimeter Fencing project in the amount of $7,934; and 2. Increase the City Manager's authority to approve construction contract change orders in the amount of $7,934. Attachments: Agenda Report Project Location Project Description 5. Authorize the Purchase of a Vermeer Vacuum Extractor for the Public Works Street Maintenance Division Recommendation: That the City Council authorize the purchase of a Vermeer Vacuum Extractor for the Public Works Streets Maintenance Division, from RDO Equipment Company, a local authorized Vermeer Dealer, Vermeer LLC-Riverside, in the amount of $74,860.71, including freight and handling, and applicable sales tax and fees. Attachments: Agenda Report 6. Approve the Cumulative Purchase of Materials, Equipment and Supplies to Exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022 Recommendation: That the City Council approve the purchase of materials, equipment and supplies to exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022. Attachments: Agenda Report 7. Approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc. for the I-15 Congestion Relief Project, PW 19-02 Recommendation Attachments: That the City Council approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc., in the amount of $100,000, for additional contingency in support of the professional design and environmental services of the I-15 Congestion Relief Project, PW 19-02 and increase the City Manager's authority to approve extra work authorizations by the same amount. Agenda Report Amendment Project Description 8. Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-281-001 in Connection with I-15/French Valley ParkwaX Improvements - Phase II, PW 16-01 Page 3 City Council Agenda February 22, 2022 Recommendation: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AND SETTLEMENT AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE 26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-281-001) 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN 910-281-001. Attachments: Agenda Report Resolution Purchase and Sale Agreement Property Description Project Description Project Location 9. Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008 in Connection with I-15/French Valley Parkway Improvements - Phase II, PW16-01 Recommendation: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN Page 4 City Council Agenda February 22, 2022 CITY OF TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN's 910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271-008) 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 2,240 square foot and 8,142 square foot fee area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN's 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008. Attachments: Agenda Report Resolution Purchase and Sale Agreement Property Description Project Description Project Location 10. Approve Possession and Use Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-100-018 in Connection with 1-15/French Valley Parkway Improvements - Phase II, PW 16-01 Recommendation: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN POSSESSION AND USE AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES, TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDON, SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN CONNECTION WITH I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-100-018) 2. Authorize the City Manager to approve and execute all necessary Page 5 City Council Agenda February 22, 2022 11. documents, including those in substantially the form attached to the Agenda Report, with such changes as mutually agreed to between the City Manager and the Owners of APN 910-100-018 that are approved by the City Attorney's office, and take all necessary actions to effectuate the possession and use of the approximate 11,516 square foot fee area from and the approximate 6,741 square foot temporary construction easement and 6,901 square foot temporary construction easement on APN 910-100-018 more particularly described in the Exhibits to the Possession and Use Agreement attached to the Agenda Report, including applicable escrow documents. Attachments: Agenda Report R esnlutinn Possession and Use Agreement Property Description Project Description Project Location Approve Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement in Connection with I-15/French Valley ParkwaIprovements - Phase II, PW 16-01 Recommendation: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT AGREEMENT BETWEEN THE CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-I5/FRENCH VALLEY PARKWAY IMPROVEMENTS - PHASE II 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the subject Agreement in substantially the form attached to the Agenda Report, with such changes as the City Manager and Lamar Central Outdoor, LLC may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the settlement, dismantle costs, and loss of advertising rent for Sign Number 33321 and Sign Number 33322 located on the west side of Jackson Avenue in the City of Murrieta on APN's 910-060-002 and 910-060-004. Page 6 City Council Agenda February 22, 2022 Attachments: Agenda Report RPcnlntinn Agreement Billboards Location Project Description Project Location 12. Establish All -Way Stop Control at the Intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF WOLF CREEK DRIVE SOUTH AND TETON TRAIL/FIRESIDE DRIVE AND FINDING THAT THE ACTION IS EXEMPT FROM CEQA UNDER SECTION 15301(C) OF THE CEQA GUIDELINES Attachments: Agenda Report Resolution Location Map Multi -Way Stop Warrant Anal Collision Summary Report RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND/OR THE TEMECULA PUBLIC FINANCING AUTHORITY Page 7 City Council Agenda February 22, 2022 TEMECULA COMMUNITY SERVICES DISTRICT MEETING CALL TO ORDER: President James Stewart ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart CSD PUBLIC COMMENTS - NON -AGENDA ITEMS A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. CSD CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Community Services District request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 13. Approve Action Minutes of February 8, 2022 Recommendation: That the Board of Directors approve the action minutes of February 8, 2022. Attachments: Action Minutes CSD BUSINESS Any member of the public may address the Board of Directors on items that appear on the Business portion of the agenda. Each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on Page 8 City Council Agenda February 22, 2022 all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 14. Consider Update Regarding Proposed Temecula CultureFest and Provide General Direction Regarding the Same Recommendation: That the Board of Directors consider an update regarding the proposed Temecula CultureFest and provide general direction regarding the same. Attachments: Agenda Report CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTOR REPORTS CSD ADJOURNMENT The next regular meeting of the Temecula Community Services District will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 9 City Council Agenda February 22, 2022 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY CALL TO ORDER: Chair Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart SARDA PUBLIC COMMENTS - NON -AGENDA ITEMS A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 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. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 15. Approve Action Minutes of February 8, 2022 Recommendation: That the Board of Directors approve the action minutes of February 8, 2022. Attachments: Action Minutes SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTOR REPORTS Page 10 City Council Agenda February 22, 2022 SARDA ADJOURNMENT The next regular meeting of the Successor Agency to the Redevelopment Agency will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 11 City Council Agenda February 22, 2022 TEMECULA HOUSING AUTHORITY - NO MEETING TEMECULA PUBLIC FINANCING AUTHORITY CALL TO ORDER: Chair Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart TPFA PUBLIC COMMENT A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. TPFA CONSENT CALENDAR All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Temecula Public Financing Authority request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 16. Approve Action Minutes of February 8, 2022 Recommendation: That the Board of Directors approve the action minutes of February 8, 2022. Attachments: Action Minutes TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTOR REPORTS Page 12 City Council Agenda February 22, 2022 TPFA ADJOURNMENT The next regular meeting of the Temecula Public Financing Authority will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 13 City Council Agenda February 22, 2022 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 a project at the time of the hearing. If you challenge a project 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. For public hearings each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Email comments on all matters, including those not on the agenda, must be received prior to the time the item is called for public comments. At public hearings involving land use matters, the property owner and/or applicant has the burden of proof and, therefore, shall be allowed 15 minutes for an initial presentation, and an additional 10 minutes for rebuttal by its development team following other comments on the matter. An appellant, other than the property owner and/or applicant, and the spokesperson for an organized group of residents residing within the noticed area of the property, which is the subject of the public hearing, shall be allowed 15 minutes to present the appellant's position to the Council. The Mayor may allow more time if required to provide due process for the property owner, applicant or appellant. All other members of the public may speak during the public hearing for a maximum period of 5 minutes each. Deferral of one speaker's time to another is not permitted. In the event of a large number of speakers, the Mayor may reduce the maximum time limit for members of the public to speak. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 17. Approve the Second Amendment to 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 Recommendation That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR AND IN ITS CAPACITY AS THE CITY APPROVING A SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT Attachments: Agenda Report R PcnhItinn Second Amendment First Amendment Disposition and Development Agreement Final Summary 33433 Report Page 14 City Council Agenda February 22, 2022 BUSINESS Any member of the public may address the City Council on items that appear on the Business portion of the agenda. Each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to CouncilComments@temeculaca.gov. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 18. Adopt an Interim Urgency Ordinance of the City Council of the City of Temecula Enacted Pursuant to Government Code Section 65858 Establishing Emergency Regulations Related to Urban Lot Splits and Housing Units Built in Accordance With Senate Bill 9, Declaring the Urgency Thereof and Making a Determination of Exemption Under the California Environmental Quality Act (CEQA) Guidelines Section 15061(B)(3) and Government Code Section 65852.21(J) Recommendation: That the City Council adopt by a 4/5 vote the urgency ordinance entitled: Attachments: ORDINANCE NO. AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ENACTED PURSUANT TO GOVERNMENT CODE SECTION 65858 ESTABLISHING EMERGENCY REGULATIONS RELATED TO URBAN LOT SPLITS AND HOUSING UNITS BUILT IN ACCORDANCE WITH SENATE BILL 9, DECLARING THE URGENCY THEREOF AND MAKING A DETERMINATION OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTIONS 15061(B)(3) AND GOVERNMENT CODE SECTION 65852.21(J) Agenda Report Ordinance Senate Bill 9 JOINT MEETING - CITY COUNCIL / COMMUNITY SERVICES DISTRICT 19. Approve Fiscal Year 2021-22 Mid -Year Budget Adjustments Recommendation That the City Council/TCSD Board of Directors adopt the following resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, AMENDING THE FISCAL YEAR 2021-22 ANNUAL Page 15 City Council Agenda February 22, 2022 OPERATING BUDGET RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2021-22 ANNUAL OPERATING BUDGETS RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE CAPITAL IMPROVEMENT PROGRAM FISCAL YEARS 2022-26 AND AMENDING THE CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2021-22 Attachments: Agenda Report Resolution - City Exhibit A - General / Measure S Exhibit B - Special Revenue / Debt Service Funds Exhibit C - Internal Service Funds Exhibit D - Schedule of Authorized Positions Resolution - Community Services District Exhibit A - Community Services District Funds Resolution - Capital Improvement Program Exhibit 1 - Capital Improvement Program DEPARTMENTAL REPORTS 20. Community Development Department Monthly Report Attachments: Agenda Report Planning Activity Report 21. Fire Department Monthly Report Attachments: Agenda Report Fire Department Report 22. Police Department Monthly Report Attachments: Agenda Report Incident Summaries 23. Public Works Department Monthly Report Page 16 City Council Agenda February 22, 2022 Attachments: Agenda Report Project Status Report ITEMS FOR FUTURE CITY COUNCIL AGENDAS Any Council Member, including the Mayor, may request an item be placed on a future agenda. Any such request will be discussed under this section. In making the request, a Council Member may briefly describe the topic of the proposed agenda item and any timing associated with the placement of the item on the agenda. This description shall not exceed 3 minutes unless extended by a majority vote of the City Council. No substantive discussion on the subject of the motion may occur. General discussion amongst the City Council on items listed under this section of the agenda shall be limited to 15 minutes. Items may only be placed on the agenda by Council Members pursuant to policy or by the City Manager based on administrative or operational needs of the City. Public comments on the placement of these agenda items shall be limited to a maximum of 30 minutes. Individual comments shall not exceed 3 minutes. All public participation is governed by the Council Policy regarding Public Participation at Meetings and Agenda Placements by Council Members adopted by Resolution No. 2021-54. CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT The next regular meeting of the City Council will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 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 at least 72 hours prior to the meeting. The material will also be available on the City's website at TemeculaCa.gov. and available for review at the respective meeting. If you have questions regarding any item on the agenda, please contact the City Clerk's Department at (951) 694-6444. Page 17 Item No. 1 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 22, 2022 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 FEBRUARY 8, 2022 - 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 the acquisition of certain property interests, including certain fee interests, permanent footing easements, and temporary construction easements with a term of 28 months on two properties, and the acquisition of the interests in two outdoor advertising signs described below in connection with the French Valley Parkway/I-15 Improvements Phase II. Negotiators for the City are Patrick Thomas and Kendra Hannah-Meistrell. The negotiators for the respective property interests are set forth below. (i) The acquisition of certain property interests from the real property located at 26201 Ynez Road, Temecula, and identified as APN 910-281-001 and certain easement interests that benefit APN 910-281-001 and encumber the adjacent parcel located at 26155 Ynez Road, Temecula, and identified as APNs 910-271-002, -005 & -006 (referred to as Project Parcel 24616). Specifically, the City seeks to acquire an approximate 178 square foot area in fee (Project Parcel 25216-1) on APN 910-281-001; an approximate 500 square foot permanent footing easement (Project Parcel 25216-2) on APN 910-281-001; an approximate 823 square foot temporary construction easement (Project Parcel 25216-3) on APN 910-281-001; an approximate 11 square foot portion of the total 500 square foot permanent footing easement is located on the easement that benefits APN 910-281-001 and burdens Project Parcel 24616, which is owned in fee by Ynez Acres, a general partnership (as to APNs 910-271-005 and -006) and Ynez Acres II, a California general partnership (as to APN 910-271-002) (said 11 square foot permanent footing easement area is comprised of an approximate 10 square foot permanent footing easement and an approximate 1 square foot permanent footing easement); an approximate 367 square foot portion of the total 823 square foot temporary construction easement is located on the easement that benefits APN 910-281-001 and burdens Project Parcel 24616 (said 367 square foot temporary construction easement area is comprised of an approximate 215 square foot temporary construction easement and an approximate 152 square foot temporary construction easement). The negotiating parties are the City of Temecula and the property owner BRE 26201 Ynez Owner, LLC, a Delaware limited liability company. Under negotiations are price and terms of the acquisition of these property interests. (ii) The acquisition of an approximate 11,517 square foot area in fee (Project Parcel 24623-1) from, an approximate 6,901 square foot temporary construction easement (Project Parcel 24623-3) on, and an approximate 6,741 square foot temporary construction easement (Project Parcel 24623-2) on the vacant real property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta and identified as APN 910-100-018. The negotiating parties are the City of Temecula and the property owners Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015, as to an undivided one-half (1/2) interest; Foursquare Financial Solutions, Inc., a California non-profit corporation, as to an undivided one -quarter (1/4) interest and Steven Williams and Brenda Jordan, Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986, as to an undivided (1/4) interest. Under negotiations are price and terms of the acquisition of these property interests. (iii) The acquisition of the interests in and to two outdoor advertising signs/billboards identified as Sign Number 33321 and Sign Number 33322 located on the east line of I-15 and I-215, approximately 1.8 miles north of Winchester Road in Murrieta along the property line of APN 910-060-002 and 910-060-004. The billboards are subject to two ground lease agreements. One ground lease agreement involves APN 910-060-002 and is dated December 19, 2006 between Lamar Advertising Company and Judith A. Blake. The second ground lease agreement involves APN 910-060-004 and is dated November 1, 2014 between Lamar Advertising Company and Don Vernon Tiss. The negotiating parties are the City of Temecula and Lamar Advertising Company. Under negotiations are price and terms of the acquisition of these property interests. CALL TO ORDER AT 7:01 PM: Mayor Matt Rahn PRELUDE MUSIC: Josh Jurkosky INVOCATION: Buck Longmore, Retired Firefighter FLAG SALUTE: Boy Scouts Troop 148 ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart PRESENTATIONS Proclamation for African American History Month Proclamation for American Heart Month Presentation by Horsewomen of Temecula BOARD / COMMISSION REPORTS Planning Commission and Public/Traffic Safety Commission PUBLIC SAFETY REPORT Riverside County Sheriffs Department PUBLIC COMMENTS - NON -AGENDA ITEMS The following individual(s) addressed the City Council: • Bob Kowell • Ira Robinson PUBLIC COMMENTS - AGENDA ITEMS The following individual(s) addressed the City Council: • Bob Kowell (Item #19) Dario Bianchi (Item #19) • Skylar Tempel (Item # 19) The following individual(s) submitted an electronic comment: • Julia & Laszlo Nemeth (Item #19) • Cindy Kennedy (Item #19) • Tom Bilek (Item #19) • Tisha Barela (Item #19) 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 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 Action Minutes of January 25, 2022 Recommendation: That the City Council approve the action minutes of January 25, 2022. 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-09 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 2022-01 Amending Title 15 and Title 17 of the Temecula Municipal Code Pertaining to 1) Large Family Daycare Homes, (2) Clarify the Standards that Apply to Senior Housing, Transitional Housing, Supportive Housing Emergency Shelters, Trash Enclosures, Self -Storage or Mini -Warehouse Facilities and to Projects Using the Affordable Housing Overlay Zone, (3) Establish Standards and Requirements for Dedications and Improvements for Developments Without a Subdivision, (4)Update How Development Impact Fees Can Be Used, (5) Clarify Where Artificial Turf Can Be Installed, and (6) Make Minor Typographical Edits and Finding the Ordinance to be Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15061 (b)(3) (Second Reading] Recommendation: That the City Council adopt an ordinance entitled: ORDINANCE NO. 2022-01 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING TITLES 15 AND 17 OF THE TEMECULA MUNICIPAL CODE TO (1) COMPLY WITH STATE LAW CHANGES TO LARGE FAMILY DAYCARE HOMES, (2) CLARIFY THE STANDARDS THAT APPLY TO SENIOR HOUSING, TRANSITIONAL HOUSING, SUPPORTIVE HOUSING, EMERGENCY SHELTERS, TRASH ENCLOSURES, SELF -STORAGE OR MINI -WAREHOUSE FACILITIES AND TO PROJECTS USING THE AFFORDABLE HOUSING OVERLAY ZONE, (3) ESTABLISH STANDARDS AND REQUIREMENTS FOR DEDICATIONS AND IMPROVEMENTS FOR DEVELOPMENTS WITHOUT A SUBDIVISION, (4) UPDATE HOW DEVELOPMENT IMPACT FEES CAN BE USED, (5) CLARIFY WHERE ARTIFICIAL TURF CAN BE INSTALLED, AND (6) MAKE MINOR TYPOGRAPHICAL EDITS AND FINDING THAT THIS ORDINANCE IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15061 (13)(3) Approved the Staff Recommendation (4-1): Motion by Edwards, Second by Stewart. The vote reflected unanimous approval with Alexander opposing. 5. Adopt Ordinance 2022-02 Amending Title 17 (Zoning) of the Temecula Municipal Code to Revise the Multi -Family Definition and Require that Multi -Family and Mixed -Use Developments Comply with Objective Design Standards (Second Reading) Recommendation: That the City Council adopt an ordinance entitled: ORDINANCE NO. 2022-02 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING TITLE 17 (ZONING) OF THE TEMECULA MUNICIPAL CODE TO REVISE THE MULTI -FAMILY DEFINITION AND REQUIRE THAT MULTI -FAMILY AND MIXED -USE DEVELOPMENTS COMPLY WITH OBJECTIVE DESIGN STANDARDS AND MAKE THE FINDING THAT THIS ORDINANCE IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15061(B)(3) AND GOVERNMENT CODE SECTION 65852.21(J) AND 66411.7(N) (LONG-RANGE PROJECT NO. LR18-1684) 6. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund And Rescinding Resolution No. 04-02 Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND AND RESCINDING RESOLUTION NO. 04-02 4 7. Approve Improvement and SecurityAgreement between the City of Temecula as Housing Successor and Warehouse at Creekside, LLC, FI Third Street 34, LP and FI ADCO 16, LLC Recommendation: That the City Council approve the Improvement and Security Agreement between the City of Temecula as Housing Successor and Warehouse at Creekside, LLC, FI Third Street 34, LP, and FI ADCO, LLC. 8. Approve Specifications and Authorize Solicitation of Construction Bids for Pavement Rehabilitation Program - Ynez Road, Solana Way, Nicolas Road and Winchester Road, PW21-10 Recommendation: That the City Council: 1. Approve the specifications and authorize the Department of Public Works to solicit construction bids for the Pavement Rehabilitation Program - Ynez Road, Solana Way, Nicolas Road and Winchester Road, PW21-10; and 2. Make a finding that this project is exempt from CEQA per Article 19, Categorical Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines. 9. Approve First Amendment to the Annual Agreement with NPG, Inc., for Paving Maintenance Services Recommendation: That the City Council approve the first amendment to the annual agreement with NPG, Inc., for paving maintenance services in the amount $250,000. 10. Accept Sports Ranch at Sommers Bend into the City -Maintained Park System Located on the Southeast Corner of Butterfield Stage Road and Sommers Bend Road) Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACCEPTING THE SPORTS RANCH AT SOMMERS BEND INTO THE CITY -MAINTAINED PARK SYSTEM AND AUTHORIZE THE CITY MANAGER TO SIGN THE GRANT DEED 11. Receive and File Temporary Street Closures for the Pawliday and Vegan Market Event Recommendation: That the City Council receive and file the temporary closure of certain streets for the Pawliday and Vegan Market event. RECESS: At 7:59 PM, the City Council recessed and convened as the Temecula Community Services District Meeting, the Successor Agency of the Temecula Redevelopment Agency, and the Temecula Public Financing Authority Meeting. At 8:11 PM the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 17. Adopt Resolution to Approve the Amended 2021-2029 Housing Element Update (6th Cycle) and Environmental Impact Report Addendum to the General Plan (Long Range Planning Project Number LR18-1620) Recommendation: That the City Council conduct a public hearing and adopt a resolution entitled: RESOLUTION NO. 2022-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE UPDATED 2021-2029 HOUSING ELEMENT OF THE GENERAL PLAN (LONG RANGE PLANNING PROJECT NO. LR18-1620) AND APPROVING ENVIRONMENTAL IMPACT REPORT ADDENDUM NO. 2021-01 TO THE GENERAL PLAN Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Edwards. The vote reflected unanimous approval. BUSINESS 18. Review Fiscal Year 2022-23 Budget Policies and Priorities Recommendation: That the City Council review the Fiscal Year 2022-23 budget policies and priorities and provide feedback on fiscal policy metrics. Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Edwards. The vote reflected unanimous approval. 19. Consider Term Limits for City Council Members (At the Request of Council Member Jessica Alexander Recommendation: That the City Council consider term limits for City Council Members and provide general direction regarding the same. Motion to create subcommittee compromised of Council Members Alexander and Edwards for further discussion (5-0): Motion by Schwank, Second by Stewart. The vote reflected unanimous approval. ITEMS FOR FUTURE CITY COUNCIL AGENDAS CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT At 10:27 PM, the City Council meeting was formally adjourned to Tuesday, February 22, 2022, at 5:30 PM for Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Matt Rahn, 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: February 22, 2022 SUBJECT: Approve the List of Demands PREPARED BY: Pam Espinoza, Accounting Technician I RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022- 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.2022- 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 $ 7,619,055.01. 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 22"d day of February 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, 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 01/27/2022 TOTAL CHECK RUN: 02/03/2022 TOTAL CHECK RUN: 02/03/2022 TOTAL PAYROLL RUN: $693,226.31 $6,296,670.61 $629,158.09 TOTAL LIST OF DEMANDS FOR 02/22/2022 COUNCIL MEETING: $ 7,619,055.01 CITY OF TEMECULA LIST OF DEMANDS DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 1,030,404.45 125 PEG PUBLIC EDUCATION & GOVERNMENT 149.00 140 COMMUNITY DEV BLOCK GRANT 6,257.00 165 AFFORDABLE HOUSING 7,048.99 190 TEMECULA COMMUNITY SERVICES DISTRICT 224,296.79 192 TCSD SERVICE LEVEL "B" STREET LIGHTS 23,605.09 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 4,344,787.80 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 6,108.94 197 TEMECULA LIBRARY FUND 12,689.29 210 CAPITAL IMPROVEMENT PROJECTS FUND 1,093,107.60 300 INSURANCE FUND 14,148.82 305 WORKERS' COMPENSATION 2,003.35 320 INFORMATION TECHNOLOGY 88,500.24 330 SUPPORT SERVICES 15,132.11 340 FACILITIES 56,571.93 350 FACILITY REPLACEMENT FUND 38,522.50 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 1,693.87 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,693.87 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 1,725.12 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 1,693.87 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 1,725.23 478 CFD 16-01 RORIPAUGH PHASE II 1,709.58 479 CFD 19-01 CYPRESS RIDGE 1,147.50 501 SERVICE LEVEL"C"ZONE I SADDLEWOOD 412.26 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 451.79 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 0.38 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 91.90 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 770.82 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 253.40 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 401.75 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 2,412.70 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 113.05 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 193.95 511 SERVICE LEVEL"C"ZONE I I MEADOWVIEW 55.48 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 2,194.03 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 9.74 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 419.02 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 0.01 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 126.37 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 42.35 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 767.64 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 234.84 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 1,930.45 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 368.83 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 135.91 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 0.84 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 155.33 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 2,882.81 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 47.04 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 267.38 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 388.10 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 45.81 $ 6,989,896.92 CITY OF TEMECULA LIST OF DEMANDS PAYROLL: 001 GENERAL FUND $ 344,047.57 140 COMMUNITY DEV BLOCK GRANT 909.12 165 AFFORDABLE HOUSING 5,320.83 190 TEMECULA COMMUNITY SERVICES DISTRICT 146,399.23 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,394.89 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 512.74 197 TEMECULA LIBRARY FUND 3,389.44 300 INSURANCE FUND 2,537.50 305 WORKERS' COMPENSATION 2,195.51 320 INFORMATION TECHNOLOGY 37,225.32 330 SUPPORT SERVICES 4,394.15 340 FACILITIES 9,079.96 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 0.03 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 0.45 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 0.45 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 0.45 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 0.45 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 0.45 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 0.03 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 240.99 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 0.03 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 0.45 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 0.03 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 120.48 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 12.01 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 0.03 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 0.03 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 12.01 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 0.03 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 72.25 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 101.17 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 240.94 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 457.95 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 0.03 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 0.97 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 192.75 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 24.08 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 0.03 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 0.45 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 481.98 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT (0.01) 700 CERBT CALIFORNIA EE RETIREE-GASB45 69,790.84 TOTAL BY FUND: $ 629,158.09 $ 7,619,055.01 apChkLst Final Check List Page: 1 01/25/2022 4:37:28PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description 501700 1/27/2022 004240 AMERICAN FORENSIC NURSES DRUG/ALCOHOL ANALYSIS: TEM AFN SHERIFF DRUG/ALCOHOL ANALYSIS: TEM SHERIF 501701 1/27/2022 002187 ANIMAL FRIENDS OF THE OCT & NOV ANIMAL CNTRL SVCS: VALLEYS TEMECULA 501702 1/27/2022 021670 ANLIND OF TEMECULA INC, VEH REPAIR/MAINT: TRAFFIC: POLICE TEMECULA HARLEY-DAVIDSON VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE VEH REPAIR/MAINT: TRAFFIC: POLICE 501703 1/27/2022 012951 APPLIED DEVELOPMENT QUALITY OF LIFE MASTER PLAN: ECONOMICS PLANNING 501704 1/27/2022 013950 AQUA CHILL OF SAN DIEGO JAN DRINKING WTR SYS MAINT: CIVIC CTR JAN DRINKING WTR MAINT: AQUATICS JAN DRINKING WTR SYS MAINT: MPSC JAN DRINKING WTR SYS MAINT: THEATE JAN DRINKING WTR SYS MAINT: TCC JAN DRINKING WTR SYS MAINT: TPL JAN DRINKING WTR SYS MAINT: FOC JAN DRINKING WTR SYS MAINT: PW JAN DRINKING WTR SYS MAINT: TVM JAN DRINKING WTR SYS MAINT: JRC 501705 1/27/2022 001445 ASSISTANCE LEAGUE OF FY 21/22 COMMUNITY SRVC FUNDING TEMECULA, VALLEY 501706 1/27/2022 022651 BRANDASSASSINS 501707 1/27/2022 021588 BRAUN PETER, DBA TEMECULA PLANTSCAPE 501708 1/27/2022 022596 CITYGATE ASSOCIATES LLC 501709 1/27/2022 022506 DESIGN PATH STUDIO 501710 1/27/2022 020648 DG INVESTMENT HOLDINGS 2 INC, CONVERGINT TECHNOLOGIES Citywide Banner Program: Econ Dev Citywide Banner Program: Econ Dev JAN PLANTSCAPE SVCS: CIVIC CTR JAN PLANTSCAPE SVCS: TPL PROF SVCAGREEMENT: PD ASSESSMENT PERMIT READY ACCESSORY DWELLING UNIT CITYWIDE SURVEILLANCE PROJ:SOMMERS BEND Amount Paid Check Total 273.70 120.40 20,000.00 1,522.81 1,359.23 449.47 358.95 358.95 318.45 293.74 81.14 2,132.01 212.00 67.34 34.75 28.28 28.28 28.28 28.28 28.28 28.28 28.28 5,000.00 1,909.05 310.42 500.00 200.00 5,168.63 912.50 18,900.44 394.10 20,000.00 4,742.74 2,132.01 512.05 5,000.00 2,219.47 700.00 5,168.63 912.50 18,900.44 Page:1 apChkLst Final Check List Page: 2 01/25/2022 4:37:28PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description 501711 1/27/2022 019720 DIVERSIFIED WATERSCAPES JAN WTR QUALITY MAINT: DUCK INC PNG/HARV. 501712 1/27/2022 002577 ENGINEERING RESOURCES, ENG SVCS: BIKE TRAIL PGM: PW19-11: OF SOUTHERN CALIF., INC. CIP ENG CONSULT SVCS: OVERLAND: PW2C 501713 1/27/2022 010804 FEHR AND PEERS TRANSP DISCOVERY/BENCHMARKING: PLAN TRANSP DISCOVERY/BENCHMARKING: MAR CEQA TRAFFIC ANALYSIS UPDATE- 501714 1/27/2022 000177 GLENNIES OFFICE PRODUCTS MISC OFC SUPPLIES: BLDG & SAFETY INC MISC OFC SUPPLIES: STREET MAINT: P1 MISC OFC SUPPLIES: FIRE STA 73 501715 1/27/2022 003342 HABITAT FOR HUMANITY, FY 21/22 COMMUNITY SRVC FUNDING INLAND VALLEY INC 501716 1/27/2022 020628 HASA INC POOL SANITIZING CHEMICALS: VARIOUS POOLS 501717 1/27/2022 006914 INNOVATIVE DOCUMENT NOV COPIER MAINT/USAGE/REPAIR: SOLUTIONS CITYWIDE DEC COPIER MAINT/USAGE/REPAIR: CI1 NOV COPIER MAINT/USAGE/REPAIR: CI1 DEC COPIER MAINT/USAGE/REPAIR: CI1 501718 1/27/2022 019085 INTERPRETERS UNLIMITED INTERPRETER SRVCS: TEM SHERIFF INC 501719 1/27/2022 012285 JOHNSTONE SUPPLY MISC SUPPLIES: CIVIC CTR 501720 1/27/2022 021370 MARK THOMAS AND COMPANY DSGN & ENVIRO SVCS: CONG INC RELIEF,PW19-02 501721 1/27/2022 019823 MERCHANTS BLDG MAINT LLC ENHANCED COVID CLEANING: CIVIC CTR ENHANCED COVID CLEANING: CIVIC CT 501722 1/27/2022 013827 MIKO MOUNTAINLION INC GUARDRAIL REPAIR: RAINBOW CNYN RD 501723 1/27/2022 004043 MISSION ELECTRIC SUPPLY ELECTRICAL SUPPLIES: PW PARKS INC ELECTRICAL SUPPLIES: CIVIC CTR Amount Paid Check Total 7,213.00 7,213.00 5,882.50 445.50 6,328.00 6,734.50 5,525.00 4,260.61 16,520.11 276.85 29.02 10.73 316.60 5,000.00 5,000.00 916.46 916.46 5,385.57 3,926.88 428.03 299.45 10,039.93 33.75 33.75 288.19 288.19 2,403.75 2,403.75 270.00 270.00 540.00 10,560.00 10,560.00 533.18 192.16 725.34 Paget apChkLst 01/25/2022 4:37:28PM Final Check List CITY OF TEMECULA Page: 3 Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 501724 1/27/2022 021998 OLD TOWN TIRE AND SERVICE VEHICLE REPAIR/MAINT: PW STREETS 1,672.83 INC VEHICLE MAINT: PARKS: PW 1,137.41 VEHICLE MAINT: PARKS: PW 1,134.96 VEHICLE MAINTENANCE: PW STREET 722.90 VEHICLE REPAIR/MAINT: TEM SHERIFF 312.94 VEHICLE MAINT: PARKS: PW 186.49 VEHICLE REPAIR/MAINT: BLDG & SAFET 38.12 5,205.65 501725 1/27/2022 020544 PARKHOUSE TIRE SERVICE TIRE SERVICE: STREET MAINT: PW 1,056.46 INC MISC AUTO PARTS: PW STEET MAINT 669.05 1,725.51 501726 1/27/2022 004274 SAFE AND SECURE LOCKSMITH SVCS: PW PARKS 54.00 54.00 LOCKSMITH SRVC 501727 1/27/2022 009746 SIGNS BY TOMORROW AUG PUBLIC NTC POSTING PA21-0433: 855.00 PLNG PUBLIC NTC POSTINGS PA21-0743-46: P 855.00 NOV PUBLIC NTC PA21-0918: PLNG 855.00 NEW SIGNAGE: PLANNING 855.00 PUBLIC NTC POSTING PA21-0648: PLNG 427.50 PUBLIC NTC POSTING PA21-0763: PLNG 427.50 NOV PUBLIC NTC PA21-0881: PLNG 427.50 NOV PUBLIC NTC PA21-0823: PLNG 427.50 MISC SIGNAGE: PLANNING 427.50 MISC SIGNAGE: PLANNING 427.50 NEW SIGNAGE: PLANNING 427.50 PUBLIC NTC POSTING PA21-0968: PLNG 213.75 PUBLIC NTC POSTING PA21-0384: PLNG 213.75 INSTALLATION SVCS: PLANNING 213.75 MISC SIGNAGE: PLANNING 213.75 7,267.50 501728 1/27/2022 001546 STRAIGHT LINE GLASS AND WINDOW REPLACE: HARVESTON: PW 517.17 517.17 MIRROR, COMPANY INC 501729 1/27/2022 016676 WAVES PROJECT INC ANNUAL CSF FY21-22 5,000.00 5,000.00 501730 1/27/2022 008402 WESTERN RIVERSIDE CO NOV'21 MSHCP PAYMENT 11,012.00 11,012.00 REG, CONSERVATION AUTHORITY Grand total for EFT UNION BANK: 152,348.90 Page:3 apChkLst Final Check List Page: 4 01/25/2022 4:37:28PM CITY OF TEMECULA checks in this report. Grand Total All Checks: 152,348.90 Page:4 apChkLst 01/27/2022 3:18:48PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 12555 1/3/2022 000537 SO CALIF EDISON DEC 700034047650 44270 MEADOWS 18.19 18.19 PKWY 12556 1/3/2022 000537 SO CALIF EDISON DEC 700034500823 32932 LEENA WAY 18.36 18.36 12557 1/3/2022 000537 SO CALIF EDISON DEC 700035621070 42335 MEADOWS 18.36 18.36 PKWY 12558 1/3/2022 000537 SO CALIF EDISON DEC 700035691903 43487 20.16 20.16 BUTTERFIELD STG 12559 1/3/2022 000537 SO CALIF EDISON DEC 700079543781 30153 TEMECULA 24.20 24.20 PKWY 12560 1/3/2022 000537 SO CALIF EDISON DEC 700374361541 29429 TEMECULA 50.33 50.33 PKWY 12561 1/3/2022 000537 SO CALIF EDISON DEC 700278695390 332329 OVERLAND 117.03 117.03 TRL 12562 1/3/2022 000537 SO CALIF EDISON DEC 700619156906 32364 OVERLAND 1,868.07 1,868.07 TRL 12584 1/5/2022 000537 SO CALIF EDISON DEC 700025366655 41955 4TH ST 15.46 15.46 12585 1/5/2022 000537 SO CALIF EDISON DEC 700230816695 28077 DIAZ RD 16.65 16.65 12586 1/5/2022 000537 SO CALIF EDISON DEC 700451136031 41702 MAIN ST 17.58 17.58 12587 1/5/2022 000537 SO CALIF EDISON DEC 700404123666 41638 17.63 17.63 WINCHESTER RD 12588 1/5/2022 000537 SO CALIF EDISON DEC 700230666549 28079 DIAZ RD 17.80 17.80 12589 1/5/2022 000537 SO CALIF EDISON DEC 700390915502 27991 DIAZ RD 18.45 18.45 12590 1/5/2022 000537 SO CALIF EDISON DEC 700369097471 27407 DIAZ RD 18.64 18.64 12591 1/5/2022 000537 SO CALIF EDISON DEC 700541167387 30027 FRONT ST 32.25 32.25 12592 1/5/2022 000537 SO CALIF EDISON DEC 700170354373 28402 MERCEDES 33.04 33.04 ST Page-1 apChkLst 01/27/2022 3:18:48PM Final Check List CITY OF TEMECULA Page: 2 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 12593 1/5/2022 000537 SO CALIF EDISON DEC 700171448958 33451 S HWY 79 36.81 36.81 12594 1/5/2022 000537 SO CALIF EDISON DEC 700021560619 28300 MERCEDES 165.30 165.30 ST 12596 1/5/2022 000537 SO CALIF EDISON DEC 700169846034 41902 MAIN ST 357.35 357.35 12597 1/5/2022 000537 SO CALIF EDISON DEC 700395923227 28314 MERCEDES 511.22 511.22 ST 12599 1/5/2022 000537 SO CALIF EDISON DEC 700338442744 43210 BUS PARK 582.55 582.55 DR 12600 1/5/2022 000537 SO CALIF EDISON DEC 700618295727 41952 6TH ST 728.56 728.56 12603 1/5/2022 000537 SO CALIF EDISON DEC 700024603688 41845 6TH ST 1,060.99 1,060.99 12604 1/5/2022 000537 SO CALIF EDISON DEC 700169903325 41904 MAIN ST 1,435.43 1,435.43 12605 1/5/2022 000537 SO CALIF EDISON DEC 700395478239 30013 RANCHO CAL 1,486.04 1,486.04 RD 12606 1/5/2022 000537 SO CALIF EDISON DEC 700350108713 43230 BUS PARK 2,409.35 2,409.35 DR 12607 1/5/2022 000537 SO CALIF EDISON DEC 700000050665 43200 BUS PARK 2,491.15 2,491.15 DR 12608 1/5/2022 000537 SO CALIF EDISON DEC 700168560580 28690 MERCEDES 2,851.17 2,851.17 ST 12609 1/5/2022 000537 SO CALIF EDISON DEC 700474429468 41000 MAIN ST 18,618.93 18,618.93 12636 1/10/2022 010276 TIME WARNER CABLE JANUARY INTERNET SVCS: 32211 194.34 194.34 WOLF 12637 1/10/2022 010276 TIME WARNER CABLE JANUARY INTERNET SVCS: 30755 739.07 739.07 AULD RD 12639 1/10/2022 010276 TIME WARNER CABLE JANUARY INTERNET SVCS: 41000 3,457.95 3,457.95 MAIN ST 12731 1/14/2022 000246 PERS (EMPLOYEES' REPLACEMENT: BENEFIT FUND 93,446.88 93,446.88 RETIREMENT) CONTRIBUTION Paget apChkLst 01/27/2022 3:18:48PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 102110 1/25/2022 022815 CAPITAL CONSTRUCTION INC REFUND: INCORRECT PERMIT ISSUED 452.00 452.00 B21-5672 207957 1/27/2022 022816 3270 W LINCOLN LLC LAND ACQUISITION: 5,500.00 5,500.00 NICOLAS/BUTTERFIELD 207958 1/27/2022 013387 ADAME LANDSCAPE INC, DBA JAN SWEEPING SVC: PRKG 540.00 SWEEPING UNLIMITED STRUCTURE DEC SWEEPING SVC: PRKG STRUCTUR 540.00 1,080.00 207959 1/27/2022 003951 ALL AMERICAN ASPHALT ASPHALT SUPPLIES: STREET MAINT: 3,584.31 PW ASPHALT SUPPLIES: STREET MAINT: PN 2,718.30 ASPHALT SUPPLIES: STREET MAINT: PN 717.69 ASPHALT SUPPLIES: STREET MAINT: PVA 505.88 ASPHALT SUPPLIES: STREET MAINT: PVA 449.48 7,975.66 207960 1/27/2022 007282 AMAZON CAPITAL SERVICES MISC OFC SUPPLIES: CITY CLERK 87.36 INC MISC OFC SUPPLIES: CMO 27.17 CREDIT: MISC SMALL TOOLS/EQPMNT: E -36.96 77.57 207961 1/27/2022 000747 AMERICAN PLANNING MEMBERSHIP RENEWAL: RABIDOU, B. 365.00 365.00 ASSOCIATION 207962 1/27/2022 004623 AQUA SOURCE INC VARIOUS SUPPLIES: AQUATICS 2,446.88 2,446.88 207963 1/27/2022 017149 B G P RECREATION INC TCSD INSTRUCTOR EARNINGS 5,917.80 5,917.80 207964 1/27/2022 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS: RHRPTL: TCSD 966.22 BOOK COLLECTIONS: RHRPTL: TCSD 555.91 BOOK COLLECTIONS: RHRPTL: TCSD 235.72 BOOK COLLECTIONS: RHRPTL: TCSD 202.05 BOOK COLLECTIONS: RHRPTL: TCSD 112.94 BOOK COLLECTIONS: RHRPTL: TCSD 62.64 BOOK COLLECTIONS: RHRPTL: TCSD 61.49 BOOK COLLECTIONS: RHRPTL: TCSD 44.23 BOOK COLLECTIONS: RHRPTL: TCSD 35.93 BOOK COLLECTIONS: RHRPTL: TCSD 21.65 BOOK COLLECTIONS: RHRPTL: TCSD 21.24 BOOK COLLECTIONS: RHRPTL: TCSD 20.11 BOOK COLLECTIONS: RHRPTL: TCSD 20.05 BOOK COLLECTIONS: RHRPTL: TCSD 18.40 BOOK COLLECTIONS: RHRPTL: TCSD 18.37 BOOK COLLECTIONS: RHRPTL: TCSD 8.27 2,405.22 207965 1/27/2022 015592 BAMM PROMOTIONAL Embroidery: uniforms: Bldg & Safety 43.50 43.50 PRODUCTS INC Page:3 apChkLst 01/27/2022 3:18:48PM Final Check List CITY OF TEMECULA Page: 4 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 207966 1/27/2022 004262 BIO TOX LABORATORIES PHLEBOTOMY SVCS: TEM SHERIFF 3,009.00 PHLEBOTOMY SVCS: TEM SHERIFF 2,239.00 PHLEBOTOMY SVCS: TEM SHERIFF 573.00 5,821.00 207967 1/27/2022 001323 BLUETRITON BRANDS INC, 12/11-01/22 WTR DLVRY SVC: FOC 92.06 DBA READYREFRESH 12/23-01/22 WTR DLVRY SVC: SKATE PAI 9.15 101.21 207968 1/27/2022 003138 CAL MAT, DBA VULCAN ASPHALT SUPPLIES: STREET MAINT: 562.11 562.11 MATERIALS CO PW 207969 1/27/2022 020754 CALIFORNIALAND MEMBERSHIP RENEWAL: MORENO, R. 270.00 270.00 SURVEYORS, ASSOCIATION 207970 1/27/2022 022652 CHICAGO MULTI -CULTURAL, PERFADV: HIPLET BALLERINAS 7,440.00 7,440.00 DANCE CENTER 2/19/22 207971 1/27/2022 021230 CONSOLIDATED ELECTRICAL ELECTRICAL COVERS: STREET 1,827.00 DISTR, DBA CALIF ELECTRIC LIGHTS: PW SUPPLY ELECTRICAL SUPPLIES: PARKS: PW 109.29 1,936.29 207972 1/27/2022 011922 CORELOGIC INC, DBA DEC PROP ID SFTWR: CODE 301.00 301.00 CORELOGIC SOLUTIONS ENFORCEMENT 207973 1/27/2022 002631 COUNTS UNLIMITED INC TRAFFIC COUNT DATA COLLECTION: 1,200.00 1,200.00 TRAFFIC: 207974 1/27/2022 022796 CULTIVATING INCLUSION INC FY 21/22 COMMUNITY SRVC FUNDING 5,000.00 5,000.00 207975 1/27/2022 003561 D F M ASSOCIATES CA ELECTIONS CODE BOOK: CITY 65.25 65.25 CLERK 207976 1/27/2022 012600 DAVID EVANS AND DSGN CONSULT SVCS: PICKLEBALL 4,492.00 ASSOCIATES INC COURTS 21- DSGN SVCS: RECYCLED WATER PROJE 227.00 4,719.00 207977 1/27/2022 022798 IDS SERVICES OF AMERICA WATER DELIVERY: CMO 48.90 48.90 INC, SPARKLETTS 207978 1/27/2022 021859 EXP US SERVICES INC CONSULT SVCS: SANTAGERTRUDIS 10,547.70 10,547.70 CRK TRAIL 207979 1/27/2022 002982 FRANCHISE TAX BOARD CREDIT: TAX WITHHOLDING CASE 8.57 8.57 603016103 207980 1/27/2022 014865 FREIZE UHLER KIMBERLY DBA, PROMOTIONAL ITEMS: ECO DEV 1,801.47 1,801.47 CLEAR BLUE PROMOTIONS 207981 1/27/2022 012066 GEOCON WEST INC GEOTECH SVCS: SIDEWALKS: 5TH ST 3,705.50 CIP GEOTECH REVIEW PRADO PA21-0838 2,500.00 6,205.50 Page:4 apChkLst Final Check List Page: 5 01/27/2022 3:18:48PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 207982 1/27/2022 000186 HANKS HARDWARE INC MISC HRDWR SUPPLIES: CODE ENFORCEMENT 207983 1/27/2022 020698 HICKS AND HARTWICK INC ENG PLAN CK SVCS: LAND DEV: SOLANA 207984 1/27/2022 003198 HOME DEPOT MISC HRDWR SUPPLIES: CIVIC CTR 207985 1/27/2022 022757 HYDROLOGY GROUP INC INSTALL SPLASH PAD EQUIPMENT: PW 207986 1/27/2022 010530 1 P C INDUSTRIES INC, DBA: GOLF CART RENTALS: SPECIAL PRESTIGE GOLF CARS EVENTS: TCSD GOLF CART RENTALS: SPECIAL EVENTS: 207987 1/27/2022 013286 INTRADO LIFE & SAFETY INC JAN ENTERPRISE 911 SVC: IT 207988 1/27/2022 022817 JOYCE, TRACY REFUND: ACRYLIC PAINTING TECHNIQUES 207989 1/27/2022 021896 JP HANDMADE CORP, DBA ADMIN CITATION BOOKLETS: CODE MINUTEMAN PRESS ENFORCEMEN PRINT MEDIA: SPECIAL EVENTS-TCSD 207990 1/27/2022 001091 KEYSER MARSTON ON CALL CONSULT SVCS: LAS ASSOCIATES INC HACIENDAS 207991 1/27/2022 022585 NORMAN A. TRAUB & WORKPLACE INVESTIGATIONS: HR ASSOCIATES, LLC 207992 1/27/2022 022623 OLD TOWN RESTAURANT RFRSHMNTS: TVM EVENTS: TCSD GROUP LLC, DBA CRUSH & BREW 207993 1/27/2022 022812 PK I PALOMAR VILLAGE SC LP REFUND: ENG DEPOSIT LD18-3819 PALOMAR 207994 1/27/2022 020774 RADIANT GLOBAL LOGISTICS EXHIBIT FREIGHT FEE: SMALL INC, DBAAIRGROUP CORP WONDERS: TCSD 207995 1/27/2022 000418 RIVERSIDE CO CLERK AND, NOE LONG RANGE PROJ: LR18-1684 RECORDER 207996 1/27/2022 000418 RIVERSIDE CO CLERK AND, NOE LONG RANGE PROJ: LR20-1223 RECORDER 207997 1/27/2022 000268 RIVERSIDE CO HABITAT, DEC'21 K-RAT PAYMENT CONSERVATION AGENCY Amount Paid Check Total 55.91 55.91 1,530.00 1,530.00 81.63 81.63 38,522.50 38,522.50 7,268.38 1,759.00 9,027.38 300.00 300.00 30.00 30.00 2,885.88 270.06 3,155.94 4,750.00 4,750.00 6,325.00 6,325.00 652.50 652.50 24,000.00 24,000.00 2,008.66 2,008.66 50.00 50.00 50.00 50.00 1,255.00 1,255.00 Page:5 apChkLst 01/27/2022 3:18:48PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 207998 1/27/2022 000406 RIVERSIDE CO SHERIFFS 10/12-12/31/21 TOWING SRVCS: 1,431.25 1,431.25 DEPT POLICE 207999 1/27/2022 004822 RIVERSIDE TRANSIT AGENCY DEC ROUTE 55 TROLLEY SVCS 1,736.22 1,736.22 208000 1/27/2022 016778 ROW TRAFFIC SAFETY, INC. SIGN BARRICADES: PARKS 1,579.59 1,579.59 208001 1/27/2022 022814 RTA RANCHO HIGHLANDS LLC REFUND: ENG DEPOSIT LD19-2585 PAT 2,000.00 2,000.00 & OSCAR'S PKG LOT 208002 1/27/2022 015457 SHAW HR CONSULTING, INC. SEP-OCT CONSULTING SVCS: HR 225.00 225.00 208003 1/27/2022 022804 SINGH, SOHAN REFUND: ENG DEPOSIT LD17-1034 3,000.00 3,000.00 SINGH 208004 1/27/2022 002503 SOUTH COAST AIR QUALITY, FY21-22 FEE -LAST F-YR EMISSIONS 142.59 142.59 MANAGEMENT DISTRICT 208005 1/27/2022 000519 SOUTH COUNTY PEST PEST CTRL SVCS: TCC 246.00 CONTROL INC PEST CTRL SERVICES: LIBRARY 180.00 PEST CTRL SVCS: MRC 94.00 PEST CTRL SVCS: THEATER 90.00 PEST CTRL SVCS: JRC 74.00 PEST CTRL SVCS: TVE2 56.00 PEST CTRL SVCS: WEST WING 40.00 PEST CTRL SVCS: IWTCM 36.00 PEST CTRL SERVICES: WEDDING 32.00 CHAPEL PEST CTRL SVCS: MPSC 29.00 877.00 208006 1/27/2022 003000 STATE WATER RESOURCE STORM WATER PERMIT: REGIONAL 323.00 323.00 CONTROL, BOARD GENE 208007 1/27/2022 021031 TIRADO, CARLOS REIMB: UNIFORMS: BLDG & SAFETY 106.25 106.25 208008 1/27/2022 010046 TV CONVENTION &VISITORS NOV'21 BUS. IMPRV DISTRICT 221,906.18 221,906.18 BUREAU, DBA VISIT TEMECULA ASMNTS VALLEY 208009 1/27/2022 020963 UPTOWN TEMECULAAUTO NOV VEHICLE DETAILING SVCS: CODE 4.00 4.00 SPA LLC ENF 208010 1/27/2022 020670 WEBB MUNICIPAL FINANCE SPECIAL TAXADMIN: TCSD SRVC 9,885.66 9,885.66 LLC LEVELS 208011 1/27/2022 020193 WHITE CAP LP MISC SUPPLIES: STREET MAINT: PW 679.23 679.23 Pagefi apChkLst Final Check List Page: 7 01/27/2022 3:18:48PM CITY OF TEMECULA Grand total for UNION BANK: 540,877.41 Page:? apChkLst Final Check List Page: 8 01/27/2022 3:18:48PM CITY OF TEMECULA go checks in this report. Grand Total All Checks: 540,877.41 Page:8 apChkLst Final Check List Page: 1 02/01/2022 4:23:20PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description 501731 2/3/2022 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING/MAINT. THEATER DBA, ALLEGRO PIANO SERVICE 501732 2/3/2022 013015 ALWAYS RELIABLE BACKFLOW REPAIR: SLOPES: BACKFLOW, AKA NANETTE AVONDALE SEMAN BACKFLOW REPAIRS: VARIOUS PARKS BACKFLOW TESTING: SLOPES: AVONDA BACKFLOW TESTING: VARIOUS MEDIAN 501733 2/3/2022 004240 AMERICAN FORENSIC NURSES DRUG/ALCOHOL ANALYSIS: TEM AFN SHERIFF DRUG/ALCOHOL ANALYSIS: TEM SHERIF 501734 2/3/2022 000936 AMERICAN RED CROSS, STAFF/LIFEGUARDS CERTS: HEALTH AND SAFETY SVCS AQUATICS 501735 2/3/2022 018408 BOB CALLAHAN'S POOL JAN POOL MAINT SVC: CRC & TESC SERVICE JAN FOUNTAIN MAINT SVC: OLD TOWN 501736 2/3/2022 022670 BROWN, JAMAL DEON TCSD INSTRUCTOR EARNINGS 501737 2/3/2022 004248 CALIF DEPT OF SEP BLOOD & ALCOHOL ANALYSIS: PD JUSTICE-ACCTING NOV FINGERPRINT SVCS: WORKFORCE DEC BLOOD & ALCOHOL ANALYSIS: PD 501738 2/3/2022 016688 CALIFORNIA WATERSHED ENG DSGN SVCS: FLOOD CONTROL CORP, DBACWE CHANNEL PW11-10 501739 2/3/2022 010650 CRAFTSMEN PLUMBING & APPLICANCE REPAIR: FIRE STA 84 HVAC INC PLUMBING REPAIRS: FIRE STA84 501740 2/3/2022 011870 CRIME SCENE STERI CLEAN BIO-HAZARD CLEAN UP: TEM SHERIFF LLC 501741 2/3/2022 020436 CRONBERG, RICHARD N TCSD INSTRUCTOR EARNINGS 501742 2/3/2022 003945 DIAMOND ENVIRONMENTAL TEMPORARY FENCING: JRC SRVCS PORTABLE RESTROOM/SINK RENTAL: P Amount Paid Check Total 225.00 225.00 240.00 896.00 27.00 54.00 1,217.00 60.20 60.20 120.40 219.00 219.00 1,100.00 950.00 2,050.00 1,650.60 1,650.60 35.00 98.00 1,190.00 1,323.00 2,126.00 2,126.00 1,260.00 846.94 2,106.94 850.00 850.00 28.00 28.00 95.00 122.61 217.61 Page:1 apChkLst 02/01/2022 4:23:20PM Final Check List CITY OF TEMECULA Page: 2 Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 501743 2/3/2022 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: POLICE 56.75 DEPT FUEL FOR CITY VEHICLES: STREET MAI 1,558.84 FUEL FOR CITY VEHICLES: TRAFFIC: PN 424.03 FUEL FOR CITY VEHICLES: EOC 90.53 FUEL FOR CITY VEHICLES: CODE ENFOI 39.77 FUEL FOR CITY VEHICLES: FIRE DEPT 108.86 FUEL FOR CITY VEHICLES: LAND DEV: F 148.47 FUEL FOR CITY VEHICLES: CIP: PW 46.49 FUEL FOR CITY VEHICLES: PARK MAINT 1,598.30 FUEL FOR CITY VEHICLES: TCSD 358.38 4,430.42 501744 2/3/2022 020904 ECONOMIC ALTERNATIVES INC JAN CONDENSER WTR SYS PM: CIVIC 538.67 538.67 CTR 501745 2/3/2022 002577 ENGINEERING RESOURCES, ENG SVCS: BIKE TRAIL PGM: PW19-11: 32,933.39 32,933.39 OF SOUTHERN CALIF., INC. CIP 501746 2/3/2022 021365 GEORGE HILLS COMPANY INC 12/ CLAIMS RECOVERY SVCS: RISK 85.95 MGMT 12/21 CLAIMS RECOVERY SVCS: RISK M 277.17 12/21 CLAIMS RECOVERY SVCS: RISK M 277.17 12/31 CLAIMS RECOVERY SRVCS: RISK 2,814.99 12/8 CLAIMS RECOVERY SVCS: RISK MC 85.95 12/21 CLAIMS RECOVERY SVCS: RISK M 150.00 3,691.23 501747 2/3/2022 004890 GOLDEN STATE FIRE EMERGENCY REPAIR SVCS: FIRE STA 944.00 944.00 PROTECTION 73 501748 2/3/2022 000482 LEIGHTON CONSULTING INC GEOTECH PEER REVIEW: TV 3,831.00 3,831.00 HOSPITAL 501749 2/3/2022 003726 LIFE ASSIST INC EMERGENCY RESPONSE EQUIP: 1,022.25 1,022.25 TCSD 501750 2/3/2022 018675 MDG ASSOCIATES INC DEC CDBG-CV EMERGENCY RENTAL 1,245.00 ASSIST PGM DEC CDBG PRGM ADMIN: COM DEV 3,140.75 DEC LABOR COMPLIANCE: MPSC PW20- 48.75 DEC CDBG-CV EMERGENCY RENTAL AS 1,220.00 5,654.50 501751 2/3/2022 019823 MERCHANTS BLDG MAINT LLC DEC JANITORIAL SVCS: FACILITIES 26,606.25 26,606.25 501752 2/3/2022 013827 MIKO MOUNTAINLION INC REPLACE GUARDRAIL: DE PORTOLA 2,771.00 2,771.00 RD 501753 2/3/2022 004043 MISSION ELECTRIC SUPPLY ELECTRICAL SUPPLIES: CIVIC CTR 251.82 251.82 INC Paget apChkLst Final Check List Page: 3 02/01/2022 4:23:20PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description 501754 2/3/2022 004040 MORAMARCO ANTHONY J, ART EVENTS: TVM: TCSD DBA BIGFOOT GRAPHICS 501755 2/3/2022 020946 MUSSON THEATRICAL INC SOUND/LIGHTING SUPPLIES: THEATER 501756 2/3/2022 009337 NV5 INC DEC PROJ MGT SVCS: MRC, PW17-21 501757 2/3/2022 021121 OCCUPATIONAL HEALTH CTR Medical Screenings: HR OF CA, DBA CONCENTRA MEDICAL CTR 501758 2/3/2022 022553 PAL GENERAL ENGINEERING 12/20 PARK & RIDE ACCESS IMPRVS, INC 18-11 501759 2/3/2022 003591 RENES COMMERCIAL NOV SHOPPING CART CLEANUP: CITY MANAGEMENT R-O-WS CLEAN-UP SERVICES: SPECIAL EVENTS 501760 2/3/2022 002412 RICHARDS WATSON AND DEC 2021 LEGAL SERVICES GERSHON DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES DEC 2021 LEGAL SERVICES 501761 2/3/2022 020922 SHARP, ANISSA REIMB: RFRSHMNTS: PTSC COMMISSION Amount Paid Check Total 250.00 250.00 283.99 283.99 6,682.50 6,682.50 70.00 70.00 89,398.13 89,398.13 1,774.00 7,975.00 9,749.00 1,182.44 130.00 180.00 1,950.00 3,566.00 662.00 7,626.72 11, 047.88 90.00 519.00 53.00 551.00 1,363.00 476.00 1,682.00 5,249.00 203.00 1,305.00 337.50 406.00 15, 777.52 212.00 361.50 54,930.56 78.75 78.75 Page:3 apChkLst 02/01/2022 4:23:20PM Final Check List CITY OF TEMECULA Page: 4 Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 501762 2/3/2022 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 1/20/22 304.50 JAZZ @ THE MERC 1/13 336.00 JAZZ @ THE MERC 12/16/21 635.00 1,275.50 501763 2/3/2022 009746 SIGNS BY TOMORROW CITYWIDE CLEANUP BANNER: PW 531.90 531.90 501764 2/3/2022 021603 TITAN RENTALS GROUP INC, HEATER RENTAL: ART OFF THE 634.10 634.10 TITAN TENT & EVENT RENTAL WALLS: TCSD 501765 2/3/2022 008977 VALLEY EVENTS INC SANTA VISITS: SPECIAL EVENTS: 3,240.00 3,240.00 TCSD Grand total for EFT UNION BANK: 261.932.51 Page:4 apChkLst Final Check List Page: 5 02/01/2022 4:23:20PM CITY OF TEMECULA 35 checks in this report. Grand Total All Checks: 261,932.51 Page:5 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 12542 12/24/2021 000262 RANCHO CALIF WATER VARIOUS NOV WATER 3044894 LA 17,531.49 17,531.49 DISTRICT SERENA WAY 12565 12/31/2021 000262 RANCHO CALIF WATER 3031158 NACKE DR 16,128.56 16,128.56 DISTRICT 12581 2/2/2022 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 118,401.26 118,401.26 RETIREMENT) 12663 1/11/2022 006887 UNION BANK OF CALIFORNIA 013338 APPLE STORE MH IPHONE PRO 13 1,412.66 022787 CUSTOM LANYARD. NET MH LANYARDS/POUCHES: 382.75 CONTRACTORS: IT 005805 URISA MH MEMBERSHIP RENEWAL: 195.00 MATTHEWS, A. 022786 AEJUICE LLC MH MEDIAASSETS: INFO TECH 149.00 008567 GODADDY.COM INC. MH DOMAIN RENEWAL: 95.85 2,235.26 TEMECULACA.NET 12665 1/11/2022 006887 UNION BANK OF CALIFORNIA 021599 ELTORITO JH RFRSHMNTS: CALPELRACONF: 74.38 FINANCE 001256 MARRIOTT HOTEL JH PARKING: CALPELRA CONF 54.00 006952 PAYPAL JH VERISIGN PAYFLOW PRO 25.00 TRANSACTION 021599 ELTORITO JH RFRSHMNTS: CALPELRACONF: 21.14 FINANCE 017736 FEAST CALIFORNIA CAFE LLC, JH TEAM PACE EVENT: TREE 803.11 DBA CORNER BAKERY CAFE TRIMMING 017736 FEAST CALIFORNIA CAFE LLC, JH RFRSHMNTS: VETERANS DAY 3,150.99 4,128.62 DBA CORNER BAKERY CAFE EVENT 12682 2/2/2022 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 119,670.07 119,670.07 RETIREMENT) 12740 12/17/2021 002390 EASTERN MUNICIPAL WATER NOV WATER SVCS 32131 S LOOP RD 49.20 49.20 DIST 12754 1/31/2022 003577 CALIF DEPT OF TAX AND, FEE JAN-DEC'21 SALES & USE TAX 9,567.00 9,567.00 ADMINISTRATION RETURN 12755 1/27/2022 000444 INSTATAX (EDD) 4TH QTR 2021 UI & ETT PAYMENT 17,907.44 17,907.44 12756 2/1/2022 001035 C RAND R INC JUL- DEC'21 TRASH HAULING SVCS 4,343,088.96 4,343,088.96 Page:1 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 2 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 12757 1/27/2022 000166 FIRST AMERICAN TITLE LAND ACQUISITION: APN 916-400-061 182,077.00 182,077.00 COMPANY 12758 1/27/2022 000166 FIRST AMERICAN TITLE LAND ACQUISITION: 40955 TEMECULA 285,747.85 285,747.85 COMPANY CTR 12761 1/27/2022 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 4,173.79 4,173.79 SOLUTION 12762 2/3/2022 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 411.17 411.17 SUPPORT 12763 2/3/2022 017429 COBRAADVANTAGE INC, DBA FSA REIMBURSEMENT PAYMENT 22,336.74 22,336.74 THE ADVANTAGE GROUP 12764 2/3/2022 021301 I C M A RETIREMENT -PLAN ICMA- 401(A) RETIREMENT PLAN 384.62 384.62 106474 PAYMENT 12765 2/3/2022 000194 I C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 16,628.63 16,628.63 303355 PAYMENT 12766 2/3/2022 000444 INSTATAX (EDD) STATE TAX PAYMENT 31,578.23 31,578.23 12767 2/3/2022 000283 INSTATAX (IRS) FEDERAL TAX PAYMENT 99,261.72 99,261.72 12768 2/3/2022 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 14,047.21 14,047.21 SOLUTION 12769 2/3/2022 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 344.39 344.39 SOLUTION PAYMENT 12770 2/3/2022 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 2,915.62 2,915.62 SOLUTION PAYMENT 12779 2/2/2022 001986 MUZAK LLC FEB DISH NETWORK 41952 6TH ST 59.16 59.16 12782 2/2/2022 001986 MUZAK LLC FEB DISH NETWORK 32131 175.38 175.38 BUTTERFIELD STG Paget apChkLst Final Check List Page: 3 02/03/2022 4:02:57PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 208012 2/3/2022 019307 ADVANCED AUTOMOTIVE SMOG 208013 2/3/2022 010905 ALLIED TRAFFIC & EQUIPMENT, RENTALS INC 208014 2/3/2022 022808 AMOS, TJ 208015 2/3/2022 022703 ATOM ENGINEERING CONSTRUCTION 208016 2/3/2022 022762 AWE ACQUISITION INC, AWE LEARNING 208017 2/3/2022 011954 BAKER AND TAYLOR INC 208018 2/3/2022 001323 BLUETRITON BRANDS INC, DBA READYREFRESH 208019 2/3/2022 021502 BUCHER, BRET PHILLIP (Continued) Description ANNUAL SMOG CHECK: BLDG & SAFETY ANNUAL SMOG CHECK: STREETS: PW ANNUAL SMOG CHECK: CIP: PW ANNUAL SMOG CHECK: CIP: PW ANNUAL SMOG CHECK: PARKS: PW ANNUAL SMOG CHECK: PARKS: PW ANNUAL SMOG CHECK: POLICE ANNUAL SMOG CHECK: BLDG & SAFETY ANNUAL SMOG CHECK: BLDG & SAFETY ANNUAL SMOG CHECK: TCSD ANNUAL SMOG CHECK: PARKS: PW ANNUAL SMOG CHECK: PARKS: PW ANNUAL SMOG CHECK: STREETS: PW ANNUAL SMOG CHECK: STREETS: PW LIGHT TOWER RENTAL: SPEC EVENTS:TCSD LIGHT TOWER RENTAL: SPEC EVENTS:' LIGHT TOWER RENTAL: SPEC EVENTS:' REFUND: ENG DEPOSIT LD20-0804 BARRON CONST. CONTRACT SVCS: FLOOD CONTROL REPA EARLY LITERACY BILINGUAL STATION: TPL BOOK COLLECTIONS: RHRPTL: TCSD BOOK COLLECTIONS: RHRPTL: TCSD BOOK COLLECTIONS: RHRPTL: TCSD BOOK COLLECTIONS: RHRPTL: TCSD 12/15-01/14 WTR DLVRY SVC: TVE2 12/23-01/22 WTR DLVRY SVC: AQUATICS 12/23-01/22 WTR DLVRY SVC: PBSP 12/23-01/22 WTR DLVRY SVC: HELP CTR 12/23-01/22 WTR DLVRY SVC: MRC TCSD INSTRUCTOR EARNINGS 208020 2/3/2022 021851 CALIF NEWSPAPERS DEC PUBLIC NTC AD: CITY CLERK PARTNERSHIP, DBA SO CALIF NEWS GROUP DEC PUBLIC NTC ADS: PLANNING 208021 2/3/2022 004971 CANON FINANCIAL SERVICES JAN COPIER LEASE - CIVIC CTR INC Amount Paid Check Total 50.00 80.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 2,075.00 575.00 330.00 3,000.00 189,401.50 4,775.04 1,599.35 162.34 119.23 68.27 42.97 17.39 17.22 16.30 8.69 1,427.13 1,597.80 810.00 671.56 730.00 2,980.00 3,000.00 189,401.50 4,775.04 1,949.19 102.57 1,427.13 2,407.80 671.56 Page:3 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 4 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 208022 2/3/2022 004462 CDW LLC, DBA CDW MISC SMALL TOOLS & EQUIP: INFO 216.41 GOVERNMENT LLC TECH MISC SMALL TOOLS & EQUIP: INFO TECI 82.87 299.28 208023 2/3/2022 009640 CERTIFION CORP DBA JAN ONLINE DATABASE SUBSCR: 200.00 200.00 ENTERSECT POLICE 208024 2/3/2022 022790 CLEARSTAR INC PRE -EMPLOYMENT SCREENINGS: HR 93.31 93.31 208025 2/3/2022 013379 COSSOU, CELINE TCSD INSTRUCTOR EARNINGS 315.00 315.00 208026 2/3/2022 004329 COSTCO TEMECULA491 RFRSHMNTS & SUPPLIES: MPSC: 74.22 TCSD RFRSHMNTS - EVENTS/PRGRM: MPSC:' 22.01 96.23 208027 2/3/2022 022823 DAOUD, RAMI REFUND: SUMMER DAY CAMP 260.00 260.00 SESSION 3 208028 2/3/2022 012600 DAVID EVANS AND DEC DSGN SVCS: DIAZ RD PROJ 20,010.27 ASSOCIATES INC PW17-25 NOV CONST BID SUPPORT: SANTA GER" 6,570.00 DEC DSGN SVCS: DLR SIDEWALKS. PW' 411.00 26,991.27 208029 2/3/2022 020416 DICK'S SPORTING GOODS INC, PITCHING MOUNDS: TCSD 11,220.00 11,220.00 DBA AD STARR 208030 2/3/2022 022822 ELLGARD, AMY REFUND: TEEN ANIME CLUB 48.00 48.00 208031 2/3/2022 022807 EMPIRE BUILT INC REFUND: ENG DEPOSIT LD19-1521 3,000.00 3,000.00 PUTHWALA 208032 2/3/2022 017432 EYEMED VISION CARE VISION PLAN PAYMENT 1,596.00 1,596.00 208033 2/3/2022 019469 FALCON ENGINEERING CNSTRCTN MGMT SVCS: SANTA 36,350.00 36,350.00 SERVICES GERTRUDIS CRK 208034 2/3/2022 000165 FEDERAL EXPRESS INC EXP MAIL SVCS: HR 16.87 16.87 208035 2/3/2022 022806 FLECK, RICHARD REFUND: ENG DEPOSIT LD18-3778 3,000.00 3,000.00 FLECK 208036 2/3/2022 021527 GIANT DESIGN GRAPHIC DSGN, GOODS & SVCS: 10,291.45 10,291.45 SPEC EVENTS 208037 2/3/2022 000175 GOVERNMENT FINANCE MEMBERSHIP FEE: SNIDER, JORDAN 150.00 150.00 OFFICERS, ASSOCIATION, GFOA Page:4 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 208038 2/3/2022 003792 GRAINGER MISC MAINT SUPPLIES: OLD TOWN 1,426.74 1,426.74 208039 2/3/2022 000186 HANKS HARDWARE INC MISC MAINT SUPPLIES: HARVESTON 272.69 272.69 LAKE 208040 2/3/2022 013749 HELIXSTORM INC VMWARE RENEWAL: DATACTR: INFO 13,721.78 TECH SERVER WARRANTY: LIBRARY: INFO TECH 2,224.00 15,945.78 208041 2/3/2022 003198 HOME DEPOT MISC HRDWR SUPPLIES: CIVIC CTR 172.83 MISC HRDWR SUPPLIES: STREETS: PW 2,169.40 MISC HRDWR SUPPLIES: CIVIC CTR 663.79 MISC HRDWR SUPPLIES: CIVIC CTR 511.41 MISC HRDWR SUPPLIES: CIVIC CTR 275.93 3,793.36 208042 2/3/2022 022824 KISER, REBECCA REIMB: TEAM PACE 518.21 518.21 208043 2/3/2022 019293 KITTRICH CORPORATION K9 FOOD: POLICE 133.40 133.40 208044 2/3/2022 017118 KRACH BREE B, DBA ART PLATE AWARDS: PLEIN AIR: TCSD 34.26 TEMECULA TROPHY & DES CREDIT: -8.57 25.69 REL STP NTC: RED HAWK SVCS: 208045 2/3/2022 019884 LEONIDA BUILDERS INC PW08-04 184,672.73 REL STP NOTICE: SAVALA EQUIP: PW08-04 REL STP NTC: ROBERTSON'S: PW08-04 63,489.10 STP NTC: DEXTERITY PLACING: PW08-04 14,155.00 -83, 385.90 178, 930.93 DEC HR LEGAL SVCS FOR 208046 2/3/2022 004905 LIEBERT, CASSIDYAND TE060-00011 1,846.50 WHITMORE DEC HR LEGAL SVCS FOR TE060-00001 141.00 1,987.50 JAN 7DK89878 XXX-0714 GEN USAGE 208047 2/3/2022 013982 M C I COMM SERVICE MALL PD 37.25 JAN 7DK90589 XXX-0346 GEN USAGE 35.41 72.66 Workplace Investigations: HR 208048 2/3/2022 022585 NORMAN A. TRAUB & 6,970.80 ASSOCIATES, LLC Workplace Investigations: HR 5,904.81 Workplace Investigations: HR 2,098.16 14,973.77 208049 2/3/2022 014173 NPG INC DBA, GOLDSTAR STREET MAINT SUPPLIES: STREETS: 1,668.45 1,668.45 ASPHALT PRODUCTS PW 208050 2/3/2022 022810 OILAND WATER PECHANGA REFUND: ENG DEPOSIT LD18-0803 15,500.00 15,500.00 PKWY CIRCLE K 208051 2/3/2022 003663 PECHANGA BAND OF NOV PROF SVCS: PALA PARK, 2,400.00 2,400.00 LUISENO, MISSION INDIANS PW11-10: CIP Page:5 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 208052 2/3/2022 022809 PITZEK, MARLA REFUND: ENG DEPOSIT LD20-1347 3,000.00 3,000.00 PITZEK 208053 2/3/2022 005820 PRE -PAID LEGAL SERVICES PREPAID LEGAL SERVICES PAYMENT 191.35 191.35 INC, DBA LEGALSHIELD 208054 2/3/2022 005075 PRUDENTIAL OVERALL UNIFORM SVC: STREET MAINT: PW 152.49 SUPPLY FLOOR MATS/TOWEL RENTALS: VAR FA( 95.70 FLOOR MATS/TOWEL RENTALS: VAR FA( 95.70 FLOOR MATS/TOWEL RENTALS: VAR 95.70 UNIFORM SVC: STREET MAINT: PW 73.61 UNIFORM SERVICES: PW STREET MAIN- 60.06 UNIFORM SVC: STREET MAINT: PW 56.09 629.35 208055 2/3/2022 022813 QUICK BURGER INC REFUND: ENG DEPOSIT LD19-1473 3,000.00 3,000.00 QUICK 208056 2/3/2022 001364 R C P BLOCK & BRICK INC MASONRY SUPPLIES: VARIOUS PARKS 22.63 22.63 208057 2/3/2022 022805 RANCHO VISTA REFUND: ENG DEPOSIT LD18-1463 3,000.00 3,000.00 CONSTRUCTION MARTIN 208058 2/3/2022 007817 RCM CAPITAL PARTNERS LLC REFUND: ENG DEPOSIT LD18-0873 3,500.00 3,500.00 CHAPARRAL 208059 2/3/2022 010777 RIVERSIDE CO EXECUTIVE JAN-MAR ANIMAL SHELTER 47,788.00 47,788.00 OFFICE OPERATIONS FY21-2 208060 2/3/2022 022715 RIVERSIDE CO PUBLIC OCT EMERG RADIO RENTALS: POLICE 1,970.28 SAFETY, ENTERPRISE COMMUNICATION NOV EMERG RADIO RENTALS: POLICE 1,970.28 SEPT BILLING ADJ EMERG RADIO RENT, 410.40 4,350.96 208061 2/3/2022 001365 RIVERSIDE, COUNTY OF, RENEW PERMIT: FOC 1,782.00 ENVIRONMENTAL HEALTH DEPT RENEW PERMIT: MARG PARK SPLASH P 406.00 2,188.00 208062 2/3/2022 017699 SARNOWSKI SHAWNA M PHOTOGPRAHY SVCS: ECO DEV 1,500.00 PRESTON PHOTO SVCS: YOUNG WOMEN'S CONF: 220.00 HUMAN SVCS EVENTS: MPSC: TCSD 170.00 HUMAN SVCS EVENTS: MPSC: TCSD 170.00 PHOTOGRAPHY SVCS: CITY COUNCIL 170.00 PHOTOGRAPHY SVCS: STUDENT MURA 170.00 HUMAN SVCS EVENTS: MPSC: TCSD 150.00 2,550.00 208063 2/3/2022 011511 SCUBA CENTER TEMECULA TCSD INSTRUCTOR EARNINGS 588.00 588.00 Page6 apChkLst 02/03/2022 4:02:57PM Final Check List CITY OF TEMECULA Page: 7 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 208064 2/3/2022 000537 SO CALIF EDISON JAN 700116137841 VARIOUS 33,403.31 LOCATIONS JAN 700276704365 VARIOUS LOCATION 482.29 JAN 700039423268 VARIOUS LOCATION 448.88 34,334.48 208065 2/3/2022 002503 SOUTH COAST AIR QUALITY, GENERATOR DIESEL: TVE2 440.15 440.15 MANAGEMENT DISTRICT 208066 2/3/2022 000519 SOUTH COUNTY PEST PEST CNTRL SRVCS: TESC POOL 118.00 CONTROL INC PEST CTRL SVCS: STATION 95 80.00 198.00 208067 2/3/2022 012652 SOUTHERN CALIFORNIA, FEB GEN USAGE: 0141,0839,0978,0979 739.38 739.38 TELEPHONE COMPANY 208069 2/3/2022 007762 STANDARD INSURANCE BASIC LIFE INSURANCE PAYMENT 9,588.85 9,588.85 COMPANY 208070 2/3/2022 012723 STANDARD INSURANCE VOLUNTARY SUPP LIFE INSURANCE 1,323.31 1,323.31 COMPANY PAYMENT 208071 2/3/2022 003000 STATE WATER RESOURCE STORM WATER 2,031.00 CONTROL, BOARD PERMIT:NICOLAS-CALLE GIRASOL STORM WATER PERMIT: SANTA GERTRL 2,031.00 4,062.00 208072 2/3/2022 008373 SUNBELT RENTALS INC TOWER/POWER RENTALS: SPEC 10,391.85 EVENTS:TCSD TOWER/POWER RENTALS: SPEC EVENT 3,461.24 TOWER/POWER RENTALS: SPEC EVENT 1,170.88 TOWER/POWER RENTALS: SPEC EVENT -1,013.53 14,010.44 208073 2/3/2022 003941 TEMECULA WINNELSON MISC PLUMBING SUPPLIES: MPSC 52.56 COMPANY MISC PLUMBING SUPPLIES: MPSC 33.11 85.67 208074 2/3/2022 022811 THARALDSON HOSPITALITY, REFUND: ENG DEPOSIT LD17-2052 27,000.00 27,000.00 DEVELOPMENT 208075 2/3/2022 022819 THOMASON, DONALD REFUND: LIBRARY SMARTPAY 17.99 17.99 208076 2/3/2022 017415 TK ELEVATOR CORPORATION JAN-MAR ELEVATOR MAINT SRVCS: 5,359.20 5,359.20 CITY FACS 208077 2/3/2022 000161 TYLER TECHNOLOGIES, INC MUNIS MIGRATION: FINANCE 2,800.00 MUNIS MIGRATION SVCS: FINANCE 1,400.00 4,200.00 208078 2/3/2022 020963 UPTOWN TEMECULAAUTO NOV VEHICLE DETAILING SVCS: BLDG 16.00 16.00 SPA LLC & SFTY 208079 2/3/2022 014486 VERIZON WIRELESS 12/11-1/10 TASK FORCE TABLETS 466.33 466.33 POLICE Page:? apChkLst Final Check List Page: 8 02/03/2022 4:02:57PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 208080 2/3/2022 022692 VERSA PRODUCTS INC Ergo Equipment: Anissa Sharp 208081 2/3/2022 007987 WALMART REC SUPPLIES: CRC: TCSD 208082 2/3/2022 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES: ADD'L JANITORIAL SUPP 208083 2/3/2022 020670 WEBB MUNICIPAL FINANCE SPECIAL TAXADMIN: TCSD SRVC LLC LEVELS 208084 2/3/2022 021148 WEX BANK 12/07-01/06 FUEL USAGE: POLICE Amount Paid Check Total 461.61 461.61 1.85 1.85 309.83 309.83 11,216.76 11,216.76 2,227.21 2,227.21 Grand total for UNION BANK: 6,034,738.10 Page:8 apChkLst Final Check List Page: 9 02/03/2022 4:02:57PM CITY OF TEMECULA 96 checks in this report. Grand Total All Checks: 6,034,738.10 Page9 Item No. 4 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works / City Engineer DATE: February 22, 2022 SUBJECT: Approve Increase to the Contingency for the Sam Hicks Monument Park Perimeter Fencing Project, PW20-12 PREPARED BY: Amer Attar, Engineering Manager Stacy Fox, Maintenance Superintendent RECOMMENDATION: That the City Council: 1. Approve an increase to the contingency for the Sam Hicks Monument Park Perimeter Fencing project in the amount of $7,934; and 2. Increase the City Manager's authority to approve construction contract change orders in the amount of $7,934. BACKGROUND: On March 25, 2021, the City Manager, under the authority delegated by the City Council of the City of Temecula in Resolution 2020-83, awarded the construction contract to Lightning Fence Co., Inc., in the amount of $195,210 and change orders up to $19,521, which is 10% of the contract amount, for the Sam Hicks Monument Park Perimeter Fencing project, PW20-12. The Sam Hicks Monument Park Perimeter Fencing project includes the administration, design and construction of decorative fencing surrounding the perimeter of Sam Hicks Monument Park. The decorative fence will be composed of a combination of High Density Polyethylene (HDPE) pipe split rail fence, wrought iron picket fence, concrete veneer pilaster columns and gates. Staff is recommending that work be expanded to include additional wrought -iron fencing and a gate on the north side of the museum, as well as an increase to the height of the wrought -iron fence to complete this project. The cost of these additions exceeds the remaining contingency amount and necessitates an increase to the contingency in the amount of $7,934. FISCAL IMPACT: The Sam Hicks Monument Park Perimeter Fencing project is included in the City's Capital Improvement Program (CIP) Fiscal Years 2022-26 and is funded with Measure S. Previous encumbrances included the contract amount of $195,210 and the 10% contingency amount of $19,521, for a total of $214,731. The additional requested contingency of $7,934 will bring the total encumbrance to $222,665. There are sufficient funds available in the project account to cover the contingency increase. ATTACHMENTS: 1. Project Location 2. Project Description Adk TCity of Temecula Fiscal Years 2022-26 Capital Improvement Program The Heart of Southern California Wine Country N'Got.p5 RO �O c�O W C, R oEU� pND DR �O 90,,ANA Wy '9 c i R o � VFA ��,P G m MAROP 9r p 9 © 9 90 L Gp�,IPORNIA RO C O �G� C CD PA R� pP' O V IS T P' q OR �tiF P C,� < J ? R $A RO 78 ?O 6] Qp,J © 0 to G 0P`�y4 O 9 pN: O R D 7 %1 tl �O A 9� O Z Z� O Z ORSO<.ARO a.9 OEQ U`pPK,NV `� RAN �EMEG JP A F� 6 4 c9 RO �K PK'� A Vl '� �t,P Q v O Parks and Recreation Projects Map Number Description 1 Children's Museum Enhancement Project 2 Community Recreation Center Splash Pad & Shade Structures 3 Dog Park Renovation 4 Eagle Soar Splash Pad Control System Renovation 5 Ronald H. Roberts Temecula Public Library Enhancement & Renovation 6 Ronald Reagan Sports Park Channel Silt Removal 7 Ronald Reagan Sports Par stroom Expansion & Renovation 8 Sam Hicks Monument Park Perimeter Fencing f Adk The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program SAM HICKS MONUMENT PARK PERIMETER FENCING Parks/Recreation Project Project Description: This project includes the design, purchase and installation of perimeter fencing at the Sam Hicks Monument Park site. Benefit: This project will enhance the appearance of the park site with ornamental perimeter fencing. Core Value: Healthy and Livable City Project Status: This project is to be complete in FY 2020-21. Department: Public Works - Account No. 210.290.999.220 / PW20-12 Level: I 2021-22 Prior Years 2020-21 Adopted 2022-23 2023-24 2024-25 2025-26 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Administration 5,400 5,400 Construction 227,850 227,850 Design & Environmental 17,750 17,750 Total Expenditures 251,000 251,000 Source of Funds: Measure S 251,000 251,000 Total Funding 251,000 - - 251,000 Future Operating & Maintenance Costs: Total Operating Costs 163 Item No. 5 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Authorize the Purchase of a Vermeer Vacuum Extractor for the Public Works Street Maintenance Division PREPARED BY: Stacey Biddle, Management Assistant Julie Tarrant, Principal Management Analyst RECOMMENDATION: That the City Council authorize the purchase of a Vermeer Vacuum Extractor for the Public Works Streets Maintenance Division, from RDO Equipment Company, a local authorized Vermeer Dealer, Vermeer LLC-Riverside, in the amount of $74,860.71, including freight and handling, and applicable sales tax and fees. BACKGROUND: The Vermeer vacuum extractor is used by the Public Works Street Maintenance Division to clean debris from city maintained catch basins. This equipment will replace the current Vactron that was purchased in 2000 and is now obsolete. As a National Joint Powers Alliance (NJPA) member, the City will utilize a competively solicited cooperative contract through Sourcewell, Contract Award RFP#012418 with Vermeer Corporation. The Vermeer Corporation has met all the requirements necessary to provide sales and services, and offers competetive pricing for the purchase of this specialized maintenance equipment. The purchase of the vacuum extractor will be facilitating through the local authorized Vermeer Dealer, RDO Equipment Company. FISCAL IMPACT: Adequate funds are available to purchase the Vermeer Vacuum Extractor as identified in the Fiscal Year 2021-22 Annual Operating Budget, Capital Outlay, Vehicles and Equipment Replacement Fund. ATTACHMENTS: None Item No. 6 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve the Cumulative Purchase of Materials, Equipment and Supplies to Exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022 PREPARED BY: Julie Tarrant, Principal Management Analyst RECOMMENDATION: That the City Council approve the purchase of materials, equipment and supplies to exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022. BACKGROUND: Pursuant to Resolution No's. 2021-33 and 2021-32, the City Manager may authorize expenditures of funds in amounts up to sixty thousand dollars ($60,000), and any expenditure of funds in excess of $60,000 requires City Council action. Throughout each year, multiple City departments purchase various materials, equipment and supplies from the same vendors, therefore the cumulative purchases citywide from these vendors may exceed the threshold. McCain, Inc., provides traffic equipment, including controllers, battery cabinets, signal heads, various mounting equipment, and support software necessary for the functionality of signalized intersections throughout the city. Staff hereby requests the City Council authorize the cumulative purchase of materials, equipment and supplies that exceed the $60,000 threshold for Fiscal Year 2021-2022 to an amount not to exceed $200,000. FISCAL IMPACT: Adequate funds are available in the Fiscal Year 2021-2022 Annual Operating Budget (AOB) and Capital Improvement Program (CIP) Fiscal Years 2022-2026. ATTACHMENTS: None Item No. 7 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc. for the I-15 Congestion Relief Project, PW 19-02 PREPARED BY: Amer Attar, Engineering Manager Avlin R. Odviar, Senior Civil Engineer RECOMMENDATION: That the City Council approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc., in the amount of $100,000, for additional contingency in support of the professional design and environmental services of the I-15 Congestion Relief Project, PW19-02 and increase the City Manager's authority to approve extra work authorizations by the same amount. BACKGROUND: On September 10, 2019, the City Council approved the agreement for consultant services with Mark Thomas & Company, Inc. to provide professional design and environmental services for the I-15 Congestion Relief Project, PW19-02. The agreement, as amended, is for $1,001,568.00, plus $200,156.80 under the City Manager's authority. Several extra work authorizations have been issued for services including additional geotechnical investigations and reporting, preparation and application for grant funding, design of additional retaining walls, additional environmental noise analysis and NEPA disqualification, additional water quality and traffic analyses, and development of the project paleontological mitigation plan. This additional work has depleted 85% of the contingency, while additional costs have been incurred for extensive project management, project coordination, and plan checks which will exceed the contingency balance. This Second Amendment adds $100,000 in contingency and allows for bringing additional services into the agreement through extra work authorizations. Approval of the Second Amendment results in an agreement amount of $1,001,568.00 and a contingency amount of $300,156.80, for a total encumbrance of $1,301,724.80. FISCAL IMPACT: The I-15 Congestion Relief Project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal years 2022-26, and is funded by the General Fund, Caltrans State Highway Operation and Protection Program (SHOPP), and the Pechanga Tribe through an executed Intergovernmental Agreement (IGA). There are sufficient project funds to cover the $100,000.00 associated with the Second Amendment. ATTACHMENTS: 1. Amendment 2. Project Description SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MARK THOMAS AND COMPANY, INC. PW19-02 1-15 CONGESTION RELIEF THIS SECOND AMENDMENT is made and entered into as of February 22, 2022 by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Mark Thomas and Company, Inc., a Corporation (hereinafter referred to as "Consultant'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: This Amendment is made with the respect to the following facts and purposes: a. On September 10, 2019, the City and Consultant entered into that certain Agreement entitled "Agreement for Consultant Services Between City of Temecula and Mark Thomas and Company, Inc., PW19-02 1-15 Congestion Relief," in the amount of $1,001,568.00, plus contingency in the amount of $100,156.80. b. On December 23, 2020, the City and Consultant entered into the First Amendment to the Agreement to increase the contingency in the amount of $100,000.00. C. The parties now desire to increase the contingency in the amount of $100,000.00 and to amend the Agreement as set forth in this Amendment. 2. Section 6 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Consultant monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The SECOND Amendment amount shall not exceed One Hundred Thousand Dollars and No Cents ($100,000.00) for Contingency for a total Agreement amount of One Million Three Hundred One Thousand Seven Hundred Twenty -Four Dollars and Eighty Cents ($ 1,301,724.80). 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 08/09/2021 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By: Matt Rahn, Mayor ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney Mark Thomas and Company, Inc. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: t?. " . Matt Brogan, Secretary By: Rob Himes, Vice President CONSULTANT Mark Thomas and Company, Inc. Bo Burick, Project Manager 16795 Von Karman Avenue, Suite 240 Irvine, CA 92606 949-677-7348 bburick markthomas.com City Purchasing Mgr. Initials and Date: 'L 08/09/2021 Alk C70' f The Heart of Southern California Wine Country 1-15 CONGESTION RELIEF Circulation Project Project Description: This project includes the design and construction of a single auxiliary lane, northbound Interstate 15 (1-15) connecting the Temecula Parkway on -ramp to the Rancho California Road off -ramp. Benefit: This project provides an operational improvement to relieve congestion on northbound 1-15. It represents one of several operational improvements identified by the Move 1-15 Regional Task Force to address congestion on 1-15. Core Value: Transportation Mobility and Connectivity Project Status: Project is in the design and environmental clearance phase. Department: Public Works - Account No. 210.265.999.609 / PW19-02 Level: I City of Temecula Fiscal Years 2022-26 Capital Improvement Program — THROUGH- TE fE UL VALLEY Project Cost: Prior Years Actuals 2020-21 Adjusted 2021-22 Adopted 2022-23 Budget Projected 2023-24 Projected 2024-25 2025-26 Projected Projected Total Project Cost Administration 70,087 79,398 90,542 150,000 29,958 419,985 Construction 6,100,000 6,100,000 Construction Engineering 560,000 560,000 Design & Environmental 413,114 789,126 100,000 1,302,240 Total Expenditures 483,201 868,524 190,542 - 6,810,000 29,958 8,382,225 Source of Funds: General Fund 1,351,725 190,542 79,443 1,621,710 Reim bursement-Pechanga IGA 2,500,000 2,500,000 Reimbursements 100,000 100,000 SHOPP 1,250,000 1,250,000 Unspecified 2,880,557 29,958 2,910,515 Total Funding 1,351,725 - 2,690,542 - 4,310,000 29,958 8,382,225 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. SHOPP - State Highway Operation and Protection Program and Minor Program 74 Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-281-001 in Connection with I-I5/French Valley Parkway Improvements — Phase II, PW16-01 PREPARED BY: Amer Attar, Engineering Manager Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AND SETTLEMENT AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE 26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-281-001) 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN 910-281-001. BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the French Valley Parkway/ I-15 Improvements — Phase II, (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the French Valley Parkway/ I-15 Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. In addition, Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed that the City may acquire properties located in the City of Murrieta in connection with Phase II. BRE 26201 Ynez Owner, LLC, a Delaware limited liability company ("Owner"), is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910-281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi - tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910-271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Owner uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Owner's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel". Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II: (i) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001 and described on Exhibit "A -I" to the Agreement. 2 (ii) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001 and described on Exhibit "A-2 to the Agreement. (iii) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001 and described on Exhibit "A-3" to the Agreement. (iv) Owner's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" to the Agreement. Owner's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement". Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot of BRE 26201 Ynez Owner, LLC (collectively "Subject Property Interests") at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, hand -delivered a written offer dated October 11, 2021, to BRE 26201 Ynez Owner, LLC to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel. As of December 14, 2021, the parties did not reached an agreement for the City's purchase of the Subject Property Interests. On December 14, 2021, the City Council of the City of Temecula held a hearing in accordance with the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.) and adopted Resolution No. 2021-68, A Resolution of the City Council of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the French Valley Parkway/I-15 Improvements — Phase II (Certain Property Interests on APNs 910-281-001 AND 910-271-002. The parties resumed their negotiations after the City Council adopted Resolution No. 2021-68, and have reached an agreement on the terms of the City's purchase of the Subject Property Interests. The Purchase and Sale Agreement describes the details of the acquisition of the Subject Property Interests. It provides that the City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-70 within thirty (30) business days of the close of escrow. The total Purchase Price the City will pay for the Subject Property Interests is the sum of $71,250 (Seventy -One Thousand Two Hundred Fifty Dollars) ("Purchase Price") for the fair market value of the Subject Property Interests described above, including use of the Temporary Construction Easement and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase I1, and severance damages resulting to the remainder parcel, if any. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase 11 project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase 11 project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. FISCAL IMPACT: The French Valley Parkway/ 1-15 Improvements — Phase 11 project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26. The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $71,250 for the City's purchase of the partial fee acquisition, the temporary construction easement, and the two footing easements plus any escrow - related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts. ATTACHMENTS: 1. Resolution 2. Purchase and Sale Agreement with Exhibits Exhibit "A- I" — Legal Description of 177 Square Foot Fee Area (Caltrans Parcel 25216-1, Portions of APN 910-281- 001) Exhibit "A-2" — Legal Description of 500 Square Foot Footing Easement (Caltrans Parcel 25216-2, Portions of APN 910-281-001) Exhibit "A-3" — Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216-3, Portions of APN 910-281-001) Exhibit "A-4" — Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2) Dominant estate interest in 10 SF portion of Caltrans Parcel 24616-2 on APN 910-271-002 Exhibit "A-5" — Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616-3) Dominant estate interest in 215 SF portion of Caltrans Parcel 24616-3 on APN 910-271-002 Exhibit "B" — Rough Depiction of Caltrans Parcels 25216-1, 25216-2, and 25216-3 on APN 910-281-001 Exhibit "C" — Form of Grant Deeds Exhibit "D" — Form of Easement Deeds Exhibit "E" — Form of Temporary Construction Easement Deeds 3. Property Description 4. Project Description 5. Project Location RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AND SETTLEMENT AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE 26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-281-001) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26. C. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase 11. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19). E. BRE 26201 Ynez Owner, LLC, a Delaware limited liability company ("Owner"), is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910-281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi -tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910- 271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Owner uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Owner's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel". F. Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II: (i) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001, and described on Exhibit "A- I" to the Agreement. (ii) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001, and described on Exhibit "A-2 to the Agreement. (iii) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001, and described on Exhibit "A-3" to the Agreement. (iv) Owner's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described N on Exhibit "A-5" to the Agreement. Owner's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement". G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 21, 2021 to the Owner of the Property to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The Parties negotiated the City's acquisition and use of the Subject Property Interests but had not reached an agreement regarding the terms of the purchase as of December 14, 2021. H. Accordingly, based on the timing of Phase II and the status of negotiations, on December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-68, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I- 15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APN 910-281- 001 and Certain Interests in Dominant Estate Interest on APN 910-271-002) ("Resolution of Necessity") by at least four -fifths vote of all its members. On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case Number CVSW2200255 ("Complaint in Eminent Domain") to condemn the Subject Property Interests. I. The Parties continued their negotiations after the adoption of the Resolution of Necessity and have reached an agreement, subject to ratification by the City Council, regarding the terms of the City's Purchase of the Subject Property Interests, any improvements thereon, impact to parking, and impact of the acquisition of the Subject Property Interests and Phase II on the remainder portions of the Larger Parcel. The City has not served the Complaint in Eminent Domain on Owner. The Parties agreed to enter into the Agreement as an all-inclusive settlement in consideration of the mutual promises and conditions set forth in this Agreement and to minimize the litigation expenses, costs relating to experts, and attorneys' fees in connection with the filed Eminent Domain Proceeding, subject to the terms and conditions set forth herein. J. The total Purchase Price the City will pay for the Subject Property Interests is the sum of $71,250 ("Purchase Price") for the fair market value of the Subject Property Interests described above in Recital 1.F., including use of the Temporary Construction Easement and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase II, and severance damages resulting to the remainder parcel, if any. K. Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement. 3 L. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/17rench Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA. Section 2. Approval of Purchase and Sale Agreement The City Council hereby approves the Purchase and Sale and Settlement Agreement and Joint Escrow Instructions between the City of Temecula and BRE 26201 Ynez Owner in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APN 910-281-001) in substantially the form attached, with such changes as the City Manager and Owner may mutually agree to that are approved by the City Attorney's Office. Section 3. Environmental Analysis. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/17rench Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re- validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager and the Owner may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, Certificates of Acceptance, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. 4 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk PURCHASE AND SALE AND SETTLEMENT AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE 26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-281-001) This Purchase and Sale and Settlement Agreement and Joint Escrow Instructions between the City of Temecula and BRE 26201 Ynez Owner in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APN 910-281-001) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("Buyer" or "City") and BRE 26201 Ynez Owner LLC, a Delaware limited liability company, and constitutes a settlement agreement and an agreement to purchase and sell certain real property interests between Seller and Buyer and the joint escrow instructions directed to First American Title Company ("Escrow Holder"). Seller and Buyer are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties ("Effective Date"). RECITALS A. Seller is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910- 281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi -tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910-271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Seller uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Seller's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel". B. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along 1-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I- 15/I-215 junction with connectors to I-15 and I-215. -1- 11086-0207\2620464v 1. doc C. Pursuant to Cooperative Agreement 08-1667 ("Cooperative Agreement"), City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. D. City extended to Seller a written offer dated October 211 2021 pursuant to Government Code Section 7267.2 to purchase for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II the following real property interests described below: (1) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001, and described on Exhibit "A-1" (referred to below as "Subject Fee Property"). (2) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001, and described on Exhibit "A-2" (referred to below as "Footing Easement"). (3) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001, and described on Exhibit "A-3" (referred to below as the "Temporary Construction Easement"). (4) Seller's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" attached hereto and incorporated herein by this reference. Seller's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement". The Subject Fee Property, Footing Easement, Temporary Construction Easement, and Dominant Estate Interest in Access and Parking Easement are referred to below collectively as the "Subject Property Interests". There are no structures in the area of the Subject Fee Property, Footing Easement, or Temporary Construction Easements. Phase II, however, will impact certain site -2- 11086-0207\2620464v 1. doc improvements located on the portions of the Subject Property Interests the City seeks to acquire including a masonry wall with stucco finish, three parking stalls, and a parking light with pole. E. The Parties negotiated City's purchase in fee of the Subject Fee Property, Footing Easement, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the Temporary Construction Easement, and have reached an agreement regarding the terms of City's purchase of the Subject Fee Property, Footing Easement, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the Temporary Construction Easement, subject to ratification by the City Council but had not reached an agreement regarding the terms of the purchase as of December 14, 2021. During the negotiations, the City informed Seller that it is also negotiating the acquisition of certain property interests needed for Phase II with the adjacent owner, including the rights to use portions of the access and parking easement referenced above that both benefits and burdens portions of the Ynez Acres II Parcel and that the City's proposed use of the Footing Easements is compatible with the use of the Access and Parking Easement by Seller and the owner of the Ynez Acres II Parcel. F. At its regular meeting on December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-68, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APN 910-281-001 and Certain Interests in Dominant Estate Interest on APN 910-271-002) ("Resolution of Necessity") by at least four - fifths vote of all its members. Resolution No. 2021-68 found and determined that the public interest and necessity require Phase II; that Phase II is planned and located in a manner that will be most compatible with the greatest public good and the least private injury; and that the Subject Property Interests described in the Exhibits to Resolution No. 2021-68 are necessary for Phase II. Resolution No. 2021-68 found and determined that the public interest and necessity require that the City acquire the real property interests described in said Resolution of Necessity for a public use, namely for public street and state highway purposes, and all uses necessary or convenient thereto in connection with the proposed construction of Phase II. It also found that the City is authorized to acquire by eminent domain said real property interests for such uses by virtue of the authority conferred on the City by Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010, et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, 1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law. Resolution No. 2021-68 authorized and directed the City Attorney's Office to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire by eminent domain the real property interests described in Resolution No. 2021-68. G. On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case Number CVSW2200255 ("Eminent Domain Proceeding") to condemn the Subject Property Interests. The Parties continued their negotiations after the adoption of the Resolution of Necessity and have reached an agreement, subject to ratification by the City Council, regarding the terms of the City's Purchase of the Subject Property Interests, any improvements thereon, impact to parking, and impact of the acquisition of the Subject Property -3- 11086-0207\2620464v 1. doc Interests and Phase II on the remainder portions of the Larger Parcel. The City has not caused the Eminent Domain Proceeding to be served on any named defendant. H. The Parties have agreed to enter into this Agreement as an all-inclusive settlement in consideration of the mutual promises and conditions set forth in this Agreement and to minimize the litigation expenses, costs relating to experts, and attorneys' fees in connection with the filed Eminent Domain Proceeding, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above Recitals and for other valuable consideration, the sufficiency of which is hereby acknowledged, City and Seller agree as follows. 1. Purchase and Sale. On the Close of Escrow, as defined in Section 2 below, Seller agrees to sell and City agrees to purchase the Subject Property Interests described below, subject to the terms and conditions set forth in this Agreement: (1) A fee interest in the Subject Fee Property consisting of an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216- 1 described on Exhibit "A-1" attached hereto and incorporated herein by this reference. (2) An approximate 500 square foot permanent Footing Easement on the portion of the Larger Parcel identified as Caltrans Parcel 25216-2 and described on Exhibit "A-2" attached hereto and incorporated herein by this reference. (3) An approximate 822 square foot Temporary Construction Easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 and described in Exhibit "A-3" attached hereto and incorporated herein by this reference. (4) Seller's Dominant Estate Interest in Access and Parking Easement, consisting of Seller's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A- 4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" attached hereto and incorporated herein by this reference. Seller expressly consents to the City's acquisition of the approximate 10 square foot portion of the footing easement on the access and parking -4- 11086-0207\2620464v 1. doc easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and the City's acquisition and use of the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. The Subject Property Interests are roughly shown on Exhibit `B" hereto. 2. Opening and Close of Escrow. Within five (5) business days after the Effective Date, City will deliver a copy of the fully -executed Agreement to Escrow Holder. Opening of Escrow means the date on which Escrow Holder receives a copy of the fully -executed Agreement. The Parties can execute the Agreement in counterparts as set forth in Section 21.d. below. This Agreement shall serve as the instructions to Escrow Holder for consummation of the transactions contemplated hereby. City and Seller agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. For the purposes of this Agreement, "Close of Escrow" shall be the date on which the Grant Deed for the Subject Fee Property, the Easement Deed for the Footing Easement, and the Temporary Construction Easement Deed for the Temporary Construction Easement in favor of City are recorded in the Official Records of the Riverside County Recorder's Office. Provided all of Seller's and City's obligations to be performed on or before Close of Escrow have been performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied, escrow shall close thirty (30) calendar days after the Opening of Escrow ("Closing Date"). All risk of loss or damage with respect to the Subject Fee Property and Footing Easement shall pass from Seller to City at the Close of Escrow. Possession of the Subject Fee Property, Footing Easement, and the Temporary Construction Easement shall be delivered to Buyer upon the Close of Escrow. 3. Purchase Price. The total purchase price that City will pay to Seller for the Subject Property Interests is the sum of $71,250.00 (Seventy -One Thousand Two Hundred Fifty Dollars) ("Purchase Price") for the fair market value of the (i) Subject Fee Property, (ii) Footing Easement, (iii) use of the Temporary Construction Easement for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including compensation for City's acquisition of the 10 square foot portion of the footing easement included within Caltrans Parcel 24616-2 and to the City's acquisition and use of the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months included within Caltrans Parcel 24616-3, and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase II, and severance damages resulting to the remainder parcel, if any. No attempt has been made to assign value to the lesser interest in the Subject Property Interests. Thus, the Purchase Price is the total price for the Subject Property Interests without distinction or separation for various interests that may be held in the Subject Property Interests. Seller is responsible for any apportionment or allocation of the Purchase Price if required for any separately -5- 11086-0207\2620464v 1. doc held interests that may exist in the Subject Property Interests. Seller, however, is not responsible for any apportionment of the Purchase Price for any portion of the Parking and Access Easement Areas that overlap the Property and the Ynez Acres II Parcel that Phase II may impact. Buyer is solely responsible for obtaining any necessary consents or rights needed from the owner of the the Ynez Acres II Parcel in connection with the rights sought by the City in and to the portions of the Access and Parking Easement impacted by Phase II. No portion of the Purchase Price is intended to be apportioned by Seller to Ynez Acres II for any interests in connection the Access and Parking Easement. 4. Title and Title Insurance. a. Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a title commitment for the Subject Fee Property and Footing Easement. Escrow Holder will also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder will deliver these instruments and the title commitment to City and Seller. Escrow Holder will insure City's fee interest in the Subject Fee Property described in Exhibit "A-l" and the City's easement interest in the Footing Easement described in Exhibit "A-2" to this Agreement at the Close of Escrow by a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance (or an ALTA Extended Coverage Form of Title Policy ("Alta Extended Policy") if the City elects such coverage as provided below in Section 4.b.) in the amount of the Purchase Price ("Title Policy"), with liability in the full amount of the Purchase Price, insuring the City's fee title to the Subject Fee Property and the City's easement interest in the Footing Easement as vested in City, free and clear of all monetary liens and encumbrances and other matters affecting title to the Subject Fee Property and Footing Easement, except for the permitted title exceptions defined below and any permitted conditions of title that City approves in writing (collectively "Permitted Title Exceptions): i. General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; ii. The applicable zoning, building, and development regulations of any municipality, county, state, or federal jurisdiction affecting the Larger Parcel; iii. Such other non -monetary exceptions listed in the Preliminary Title Report that City has approved within ten (10) business days after the date the City receives the title commitment and legible copies of instruments noted as exceptions therein. If City conditionally disapproves any exceptions, then Seller will use good faith efforts to seek to cause such exceptions to be removed by the Close of Escrow. In no event will Seller be required to file any legal action to seek to remove any exception conditionally disapproved by the City. If such conditionally disapproved non -monetary exceptions are not removed by the Close of Escrow, the City may, at the City's option, either accept the Subject Fee Property subject to such encumbrances or terminate the Escrow. In the event Escrow is terminated, within ten (10) business days of the written notice of termination to Escrow, Escrow will disburse the City any funds deposited into Escrow by City less any escrow cancellation charges. iv. Any exceptions directly or indirectly caused by City or City's agents, employees or contractors. -6- 11086-0207\2620464v 1. doc b. The City will have the option of obtaining an ALTA Extended Policy or a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance. If the City, in its sole discretion, determines to obtain an ALTA Extended Policy, the City will, at its expense, procure an ALTA survey. The City will also pay for the cost of any such ALTA Extended Policy. C. Acts After Date of Agreement. During the period from the date of this Agreement through the Close of Escrow, Seller shall not encumber the Subject Property Interests, record or permit to be recorded any document or instrument relating to the Subject Property Interests, or physically alter the Subject Property Interests, or permit or cause said interests to be altered without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion. 5. Escrow. a. Deposit of Funds in Escrow. City covenants and agrees to deposit with Escrow Holder the Purchase Price and any such escrow funds that are required within five (5) business days of receiving written notice from Escrow Holder regarding the confirmation of the completion of the conditions required herein for the Close of Escrow. b. Deposit of Documents in Escrow by Seller. Seller covenants and agrees to deposit with Escrow Holder the following documents within ten (10) business days of the Opening of Escrow: i. Grant Deed. The Grant Deed for the conveyance of the Subject Fee Property described in Exhibit "A-l" in the form attached as Exhibit "C" hereto ("Grant Deed") duly executed and acknowledged by Seller. Exhibit "C" is attached hereto and incorporated herein by this reference. ii. Easement Deed. The Easement Deed for the grant of the permanent Footing Easement described in Exhibit "A-2" in the form attached as Exhibit "D" hereto ("Easement Deed") duly executed and acknowledged by Seller. Exhibit "D" is attached hereto and incorporated herein by this reference. iii. Temporary Construction Easement Deed. Temporary Construction Easement Deed in the form attached as Exhibit "E" hereto authorizing the City to use the Temporary Construction Easement described in Exhibit "A-3" for a term of twenty-eight (28) months. Exhibit "E" is attached hereto and incorporated herein by this reference. iv. California 593 Certificate. A California 593 certificate and federal non -foreign affidavit. V. Other Documents. Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Seller to carry out this escrow. C. Deposit of Documents in Escrow by City. i. Certificate(s) of Acceptance. Executed Certificates of Acceptance in the form attached to the Grant Deed (attached hereto as Exhibit "C" ), Easement Deed (attached -7- 11086-0207\2620464v 1. doc hereto as Exhibit "D"), and attached to the Temporary Construction Easement Deed (attached hereto as Exhibit "E" ). iii. Any other documents reasonably required by Escrow Holder to be deposited by Buyer to carry out this escrow. d. Recordation of Grant Deed, Easement Deed, and Temporary Construction Easement Deed; Delivery of Funds and Possession. Upon receipt of the funds and instruments described in Section 5, Escrow Holder shall cause the Grant Deed, Easement Deed, and the Temporary Construction Easement Deed to be recorded in the Office of the County Recorder of Riverside County, California. Thereafter, Escrow Holder shall deliver the proceeds of this escrow (less appropriate charges as shown on a preliminary Settlement Statement executed by City and Seller) to Seller, and Seller shall deliver to City possession of the Subject Fee Property, Footing Easement, and the Temporary Construction Easement free and clear of all occupants. e. Prorations. Real property taxes for the Subject Fee Property shall not be prorated, but must be paid by Seller for the current tax period. Seller may apply for a refund of property taxes in the event any property taxes paid are allocable to the period after the Close of Escrow and City shall reasonably cooperate therewith. City, as a municipal corporation acquiring property for Phase II, is exempt from property taxes pursuant to Revenue and Taxation Code Section 11922, and other provisions of law. All property assessments shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations for such assessments shall be determined on the basis of a 365-day year. Escrow Holder is authorized to pay from the Purchase Price any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds recorded against the Subject Fee Property. f. Costs of Escrow. City will pay for the cost of the Title Policy (or ALTA Extended Policy if City elects to obtain such extended coverage). City will also pay for escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone calls, etc. City will pay for recording the Grant Deed, Easement Deed, Temporary Construction Easement Deed, and any documentary or other local transfer taxes, if any, and for any recording costs (if any). City will also pay for the costs of an ALTA survey if it determines to obtain an ALTA Extended Policy. g. Escrow Cancellation Charges. If escrow fails to close through no fault of either parry, City will pay all escrow and title cancellation charges. In the event that this escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges. 6. Conditions to the Close of Escrow. Escrow shall not close unless and until both Parties have deposited with Escrow Holder all sums and documents required to be deposited as provided in Section 5. Additionally, City's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for City's benefit and may be waived only by City: 11086-0207\2620464v 1. doc a. Seller shall have performed all obligations to be performed by Seller hereunder. b. Title Company shall have issued or shall have committed to issue the Title Policy to City, for the amount of the Purchase Price, showing fee title to the Subject Fee Property and the City's easement interest in the Footing Easement to be vested in City subject only to the Permitted Title Exceptions. Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of any monetary liens encumbering the Subject Fee Property and Footing Easement, so that said Subject Fee Property and Footing Easement are free and clear of monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain final approval from Seller regarding the disbursement of the proceeds prior to disbursing any such proceeds to the holder(s) of the monetary liens encumbering the Subject Fee Property and Footing Easement. C. If any of the conditions to Close of Escrow are not timely satisfied for a reason other than a default of City or Seller under this Agreement, and this Agreement is terminated, then upon termination of this Agreement, Escrow Holder will promptly return to City all funds (and all interest accrued thereon, if any) and documents deposited by City in escrow and return to Seller the documents deposited by Seller in escrow that are held by Escrow Holder on the date of the termination (less any escrow cancellation charges). 7. Permission to Enter/Due Diligence Testing. During the period commencing on the Effective Date ("commencement date") and ending at 5:00 p.m. fifteen (15) business days after said commencement date (referred to as the "Due Diligence Period"), City may inspect the Subject Property Interests as necessary for the purpose of making inspections and other examinations of the Subject Property Interests, including, but not limited to, the right to perform soil and geological tests of said Subject Property Interests, and an environmental site assessment thereof. City will give Seller written notice twenty-four (24) hours before going on the Subject Property Interests to conduct such due diligence testing. City's physical inspection of the Subject Property Interests shall be conducted during normal business hours. No invasive testing or boring shall be done by City without the prior written notification to Seller and obtaining Seller's written permission of the same, which permission shall not be unreasonably withheld. City does hereby indemnify and forever save Seller, Seller's heirs, successors and assigns free and harmless from and against any and all liability, loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising from or occurring out of any damage to the Subject Property Interests in connection with any accident or other occurrence at the Subject Property Interests in connection with City's due diligence testing and environmental site assessments involving entrance onto the Subject Property Interests pursuant to this Section. If City fails to acquire the Subject Property Interests due to City's default, this license/permission to enter will terminate upon the termination of City's right to purchase said Subject Property Interests. In such event, City will remove or cause to be removed any personal property, facilities, tools, and equipment from the Subject Property Interests left in the area comprising the Subject Property Interests in connection with the due diligence testing and restore said area to as close as possible to the condition of said area prior to City's due diligence testing. 8. Representation and Warranties of Seller. Seller hereby represents and warrants to City the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow: -9- 11086-0207\2620464v 1. doc a. That to the best of Seller's knowledge on the Close of Escrow (i) the Subject Fee Property and Footing Easement will be free and clear of Hazardous Materials (defined in Section 14.a. below) or toxic substances and waste, including, but not limited to, asbestos; (ii) businesses, if any, on the Subject Fee Property and Footing Easement have disposed of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iii) Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Subject Fee Property, Footing Easement, or alleged violation of Environmental Laws (defined in Section 14.b. below), health or safety statutes, ordinance, or regulations. b. That Seller is the sole owner of the Subject Fee Property and Footing Easement free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Subject Fee Property or Footing Easement onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment. Seller will not further encumber the Subject Fee Property, Footing Easement, or allow the Subject Fee Property or Footing Easement to be further encumbered prior to the Close of Escrow. C. Neither this Agreement nor anything provided to be done hereunder, including the transfer of the Subject Fee Property and Footing Easement to City, violates or will violate any contract, agreement, or instrument to which Seller is a parry, or which affects the Subject Fee Property, and the Seller's grant to City of the Subject Fee Property and Footing Easement pursuant to this Agreement does not require the consent of any party not a signatory hereto. d. Except as disclosed in the title commitment referred to in Section 4.a, there are no claims or liens presently claimed or that will be claimed against the Subject Fee Property or Footing Easement by contractors, subcontractors, or suppliers, engineers, architects, surveyors or others that may have lien rights for work performed or commenced prior to the Effective Date. Seller agrees to hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including reasonable attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Subject Fee Property and Footing Easement and arising from work performed or commenced prior to the Close of Escrow. e. Except for any rights of the owners of the Ynez Acres II Parcel in any overlapping areas of the access and parking easements described in Recital A, including the approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel, there are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights, or interest of any nature in and to the Subject Property Interests, or any part thereof, and no persons have any right of possession to the Subject Property Interests, or any part thereof. Seller agrees to hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including attorneys' fees, arising from or relating to any claims by any person or entity claiming rights to possession of any portion of the Subject Property Interests. -10- 11086-0207\2620464v 1. doc f. Seller has no knowledge of any pending, threatened or potential litigation, action or proceeding against Seller or any other parry before any court or administrative tribunal that involves the Subject Property Interests. 9. Representations and Warranties of City. City hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow: a. City has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement. b. City has the power and authority to execute and deliver this Agreement and carry out its obligations hereunder and consummate the transaction contemplated herein. 10. Total Consideration. City's payment to Seller of the Purchase Price set forth in this Agreement is an all-inclusive settlement and is the full and complete consideration and payment of just compensation for the fair market value of the Subject Fee Property described in Exhibit "A-1", the Footing Easement described in Exhibit "A-2", City's use of the Temporary Construction Easement described in Exhibit "A-3" for a term of twenty-eight (28) months to facilitate the construction of Phase II, Seller's dominant estate interest in and to the approximate 10 square foot portion of the footing easement on Caltrans Parcel 24616-2 described in Exhibit "A-4" and the 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on Caltrans Parcel 24616-3 described in Exhibit "A-5", any improvements located on the Subject Fee Property (including but not limited to a masonry wall with stucco finish, impact to three parking stalls, and one parking light eight foot pole), entrepreneurial profit for Seller's costs in replacing said impacted site improvements after the construction of Phase II, cost -to -cure damage, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the Property or within the 10 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 24616-2 described in Exhibit "A-4" and use of the 215 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 24616-3 described in Exhibit "A-5", any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Fee Property, Footing Easement, use of the Temporary Construction Easement, the City's acquisition of an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and City's use of an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel described above, and Phase II for which City is acquiring the Subject Property Interests, and all costs and expenses whatever in connection therewith. 11. Business Goodwill and Relocation Assistance. a. No Loss of Business Goodwill. Seller agrees and acknowledges that Seller will not suffer any loss of business goodwill under Code of Civil Procedure Section 1263.510 as -11- 11086-0207\2620464v 1. doc a result of City's acquisition of the Subject Property Interests for the construction of Phase II. Phase II will not impact the structure or business on the Property. Under Code of Civil Procedure Section 1263.510, the owner of a business conducted on the property taken, or on the remainder if the property is part of a larger parcel, will be compensated for loss of goodwill if the owner proves that (i) the loss is caused by City's acquisition of the property or the injury to the remainder; (ii) the loss cannot reasonably be prevented by a relocation of the business or by taking steps and adopting procedures that a reasonably prudent person would take and adopt in preserving the goodwill; (iii) compensation for the loss will not be included in payments under Government Code Section 7262; and (iv) compensation for the loss will not be duplicated in the compensation otherwise awarded to the owner. b. No Relocation Assistance. The Larger Parcel is approximately 320,131 square feet (7.35 acres) in size and is improved with an industrial warehouse totaling approximately 100,938 square feet. The City's acquisition of the Subject Property Interests for Phase II will not result in the displacement of any person or business. Accordingly, no relocation assistance and benefits pursuant to applicable federal or state relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations) are triggered as a result of the City's acquisition of the Subject Property Interests. 12. Releases. a. This Agreement is a voluntary agreement and Seller on the Close of Escrow, on behalf of Seller, Seller's successors and assigns, fully releases City, its Councilmembers, officers, counsel, employees, representatives and agents, from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of City's efforts to acquire the Subject Property Interests, or any preliminary steps thereto. Seller further releases and agrees to hold City harmless from any and all claims and causes of action asserted by any party claiming to have rights to possession of any portion of the Subject Property Interests. b. Seller acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that Seller may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12, or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY -12- 11086-0207\2620464v 1. doc AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Seller's Initials: BRE 26201 Ynez Owner LLC: City's Initials: Seller's waiver of rights and release of claims set forth above in Section 12.a. and Section 12.b. will not extend to and is not intended to extend to claims related to or alleged to arise out of negligence on the part of City, its agents or contractors, in connection with the physical construction of Phase II. This Section 12 will survive the Close of Escrow. 13. City's Contingencies. For the benefit of City, the Close of Escrow and City's obligation to consummate the purchase of the Subject Property Interests is contingent upon and subject to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City can waive any or all such contingencies) on or before the Close of Escrow: a. That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct; b. The delivery to Escrow Holder of all documents pursuant to Section 5 of this Agreement; C. Escrow Holder's commitment to issue, in favor of City, the Policy with liability equal to the Purchase Price showing City's fee interest in the Subject Fee Property and easement interest in the Footing Easement, subject only to the Permitted Title Exceptions; and d. City's approval prior to the Close of Escrow of any due diligence testing, environmental site assessment, soils or geological reports, or other physical inspections of the Subject Property Interests that City might perform prior to the Close of Escrow. 14. Certain Definitions. a. The term "Hazardous Materials" will mean and include the following, including mixtures thereof. any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the -13- 11086-0207\2620464v 1. doc OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental Laws. b. The term "Environmental Laws" will mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on or prior to the Effective Date relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the Effective Date. 15. Evidence in Court Proceeding. The Parties agree that the total Purchase Price of $71,250.00 or any inference of per square foot value of the Subject Property Interests on said Purchase Price will not be admissible as evidence of the fair market value of the Subject Property Interests in any eminent domain or other proceeding or litigation concerning the Subject Property Interests, or any portion thereof. 16. Default. In the event of a breach or default under this Agreement by either City or Seller, the non -defaulting party will have, in addition to all rights available at law or equity, the right to terminate this Agreement and the Escrow for the purchase and sale of the Subject Property Interests, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if City is the non -defaulting party, City will thereupon promptly receive a refund of all of the deposits it deposited with Escrow Holder, if any, less City's share of any escrow cancellation charges. Such termination of the escrow by a non -defaulting party will be without prejudice to the non -defaulting parry's rights and remedies at law or equity. 17. Special Possession and Use Provisions. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Subject Property Interests by the City, including the right to remove and dispose of improvements, if any, in the area of Subject Property Interests, shall commence on the date on which the City deposits the Purchase Price in Escrow ("Effective Date of Possession"). The Effective Date of Possession will be deemed the commencement date for purposes of the TCE -14- 11086-0207\2620464v 1. doc Easement Deed and the termination date will be twenty-eight (28) months from said Effective Date of Possession. a. Right to Withdrawal of Purchase Price. In consideration for Seller's irrevocable grant to City of possession and use of the Subject Property Interests as of the Effective Date, City will consent to Seller's withdrawal of the Purchase Price from Escrow. Seller will provide written notice to the City and Escrow Holder regarding its decision to withdraw the Purchase Price from Escrow and Escrow will provide to the Parties the date on which any portion of the Purchase Price is withdrawn. b. If Escrow fails to close on the Closing Date or such other date as mutually agreed to by the Parties, the Parties agree and acknowledge that the City Council may proceed with the Eminent Domain Proceeding to acquire the Subject Property Interests or to clear any encumbrances in accordance with applicable law. In such case, the Effective Date of Possession set forth in this Escrow will be considered the Effective Date of Possession in the Eminent Domain Proceeding. The withdrawal of the Purchase Price from Escrow by Seller shall constitute Seller's waiver, by operation of law, of all claims and defenses in said Eminent Domain Proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The payment and withdrawal from Escrow of any portion of the Purchase Price shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in the Eminent Domain Proceeding filed by City to acquire the Subject Property Interests, or any portions thereof. 18. Notices. All notices and demands will be given in writing by personal delivery, certified mail, postage prepaid, and return receipt requested, or by Federal Express or other overnight carrier. Notices will be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with Federal Express or other overnight carrier. A copy of all notices will be sent to Escrow Holder. The Parties will address such notices as provided below or as may be amended by written notice: BUYER: City of Temecula 41000 Main Street Temecula, California 92590 Attention: Aaron Adams, City Manager COPY TO: Richards, Watson & Gershon 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Attention: Peter M. Thorson, City Attorney SELLER: BRE 26201 Ynez Owner LLC, a Delaware limited liability company 233 S. Wacker Drive, Suite 4700 Chicago, Illinois 60606 -15- 11086-0207\2620464v 1. doc ESCROW First American Title Insurance Company HOLDER: One Ridgegate Drive Suite 225 Temecula, California 92590 Telephone No. 951.296.2948 Attention: Debbie Fritz, Escrow Officer Electronic Mail: dfritz@firstam.com 19. Broker Commissions. No brokers represented the Parties in connection with this transaction. Seller will be solely responsible for the payment of any and all broker's commissions or similar compensation due to any broker representing Seller, if any, and Seller will defend, indemnify and hold the City harmless from and against any and all claims for any broker's commissions or similar compensation that may be payable to any broker claiming it represented Seller in connection with this transaction. Each party will defend, indemnify and hold harmless the other party from and against all claims of any agent, broker, finder or other similar party based upon such party's own acts in connection with this transaction. The provisions of this Section 18 will survive the Close of Escrow. 20. Rescission of Resolution No. 2021-68 and Dismissal of Eminent Domain Proceeding. The City agrees that within thirty (30) business days of Close of Escrow, City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-68 and that the City will dismiss the Eminent Domain Proceeding. 21. Miscellaneous. a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both City and Seller and deposited with Escrow Holder. b. Attorneys' Fees. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses. C. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. d. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered. e. Time of the Essence. Time is of the essence of this Agreement. -16- 11086-0207\2620464v 1. doc f. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California. g. Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. h. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. i. Authori . of Ci . Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Certificate of Acceptance, escrow documents, and any such documents or instruments that are necessary to effect the transfer of property interests contemplated herein. j. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. k. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. 1. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. in. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference. -17- 11086-0207\2620464v 1. doc IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below. Dated: Dated: SELLER BRE 26201 Ynez Owner LLC, a Delaware limited liability company By: _ Title: BUYER City of Temecula, a municipal corporation By: Aaron Adams, City Manager ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney -18- 11086-0207\2620464v 1. doc Exhibit "A-1" Legal Description of 177 Square Foot Fee Area (Caltrans Parcel 25216-1, Portions of APN 910-281-001) EXHIBIT "A" LEGAL DESCRIPTION That portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of Califomia, lying southwesterly of the following described LINE 'A"_ COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the Counter Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63'31'46'E 949.87 feet) of Parcel Map No. 36336 f led in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A'; thence departing said northwesterly line South 28°40'5T' East 318.23 feet to the southeasterly Iline of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03A East 454.52 feet to the southwesterly comer of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30°4746' East 345.54 feet to the POINT OF TERMINUS of said LINE W' in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'46' West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle paint of said northeasterly line as shown on Parcel Map No_ 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 177 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 19B3, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. 08-Riv-15-PM 6.8 112 11086-0207\2620464v 1. doc EXHIBIT " V LEGAL DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act_ Signature: Professional Land Surveyorw Date: September 14, 2021 08-Riv-15-PM 6.8 EM 12/31 /21 CAO 212 11086-0207\2620464v l . doc Exhibit "A-2" Legal Description of 500 Square Foot Footing Easement (Caltrans Parcel 25216-2, Portions of APN 910-281-001) EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the fallowing described LINE "A": COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 163 of Parcel Mlaps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the nattherly terminus of the southeasterly line of Parcel 17 (recordedthereon as M63031'46"E 849.87 feet)of Parcel Map No_ 36336filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder, thence along the northwesterly line of said Parcel Map No_ 27239 South 63031'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "AA; thence departing said northwesterly line South 28°40'57'° East 31 B-23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29"26'03'° East 223.13 feet; thence departing said right of way North 62°08'09"East 1DAD feet; thence South 29°26'03" East 231.00 feet; thence South 30"4746'° East 378.24 feet to the POINT OF TERMINUS of .said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45" West 479.92 feet in said deed, said terminus bears North 47°44'29' West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 500 square feet, more or less_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in confou-nance with the Professional Land Surveyors Act. Signature: Professional Land surveyor Date: September 14, 2021 08-Riv-15-PM 6.8 9f1 11086-0207\2620464v l . doc Exhibit "A-3" Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216-3, Portions of APN 910-281-001) EXHIBIIT "fin LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the Oily of Temecula, County of Riverside, State of Calfomia. described as follows - COMMENCING at the southwesterly comerof Parcel 4 of Parcel Map No_ 27239filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 D04'12" Easy 20.28 feet; thence departing said southeasterly line South 29D26'03'° East 3.11 fleet; thence South 3DD47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 3004746" East 98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47°44'29" West 34.31 feet, thence departing said right of way North 30D4746" West 66.11 feet to said northwesterly line of PARCEL A; thence along said northwesterly line North 62020'56': East 10.02 feet to the POINT OF BEGINNING. Containing 822 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: Professional Land Surveyor Date: September 14, 2021 08-Riv-I&PM 6.8 III 11086-0207\2620464v 1. doc Exhibit "A-4" Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2) Dominant estate interest in 10 SF portion of Caltrans Parcel 24616-2 on APN 910-271-002 EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of land described in Grant Deed recorded December S, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "A' COMMENCING at the northerly most comer of Parcel Map No. 2_09 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E B49.37 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31' 54" West 934.93 feet to the POINT OF BEGINNING of said' LINE "A�; thence departing said northwesterly line South 28'40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239, thence along said southeasterly line South 63'31'57A West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29"26'03° East 223.13 feet; thence departing said right of way North 62"08'09'East 10.00 feet; thence South 29°26'03A East 231.00 feet, thence South 30'47'46' East 376.24 feet to the POINT OF TERMINUS of said LINE "AA in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45' West 479.92 feet in said deed, said terminus bears North 4744'29A West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown an Parcel Map No. 19677 fled in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 3,127 square feet, more or less. The bearings and distances used in the above description are based an the California Coordinate System of 1983. Zone 6_ divide distances shown by 0.99991351 to obtain ground level distances_ This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyo's Act. Signature: A7'A h4q-� Professional Land Surveyor Date: September 14, 2021 08-Riv-16--PM 6.8 1!1 11086-0207\2620464v 1. doc Exhibit "A-5" Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616-3) Dominant estate interest in 215 SF portion of Caltrans Parcel 24616-3 on APN 910-271-002 EXHIBIT "A' LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of Califomia, described as follows: COMMENCING atthe southwesterly comer of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said Couno; thence along the southeasterly line cf said Parcel 4 North 51°04'12' East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51"04'12° East, 10.14 feet; thence departing said southeasterly line South 2926'03" East 3.11 feet; thence South 30°4746' East, 312.57 feet to the southeasterly line of land per said Grant Deed; thence along the southeasterly line of said land South 62°20'56A West, 10.02 feet; thence departing said southeasterly line North 30"47'46" West, 312.13 feet, thence North 29°26'03' West 1.55` to the POINT OF BEGINNING_ Containing 3,147 square feet, more or less_ The bearings and distances used in the above description are based an the California Coordinate System of 1983, Zane 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in ccinform ance with the Professional Land Surveyor's Act. Signature: fte4� A Professional Land Surveyor Date: September 14, 2021 08-Riv-15-PM 6.8 111 11086-0207\2620464v 1. doc Exhibit `B" Rough Depiction of Caltrans Parcels 25216-1, 25216-2, and 25216-3 on APN 910-281-001 (highlighted in Pink);and Dominant Estate Interest in Portions of Caltrans Parcels 24616-2 and 24616-3 on APN 910-271-002 (highlighted in Purple); Detail shown on Page B-2 —F i- �w 3 4 375 6 7 8 9 39G 9 2 72.46' RT "CD2"-----L---- - — — —� — — —- 1--- -- 378+09.38 2D0"- N 28' 07' 1 9" Yi 299.94 84.21' RT "CD2" 153 EXIST R/W q1 - g5 � _ _—�Y 24G16-3 TC _--o-- - 29 A3� T� I !p" TCE -..-- - 44 I 10" FODTIN N --#� 82.96' RT "CD2" PROP05-E0 EASEMENT 378+09.19 32'� R/H' N I' - 55, C/L DRT ROAD N I 2 1538 SEE DETAIL B -� ACCESS AND PARKING ` N38'56'2 60.09' THIS SHEET I 4 EASRECEMENT PER INSTR, I 32.94' ++N 79.Q0,39" r w�i L r I DOC. NO. 181869 D.R. ab N+ I A CITY -OF 7`]F,A'ilE-'L� , � 9• — � fILT� ,� 15 1559 — N I -Pl\1Ja J APPROX. 15' WIDE CERT. "F) `COMPL. NO. 2259 /f SEWER EASEMENT PER (& WAIVER OF ! PARCEL MAP 01929) f/ INSTR. REC MAY 16, 1991 LLA NO. � 2785 � AS DOC. NO. 163366 Q.R. INSTR. #27790 & 277311 I REC. 0112717969 O.R. OIRTROAO ao e INSTR. #187869 1 + REC. 511711990 Q.R. o POR PAR 2 w �/ 91 0-281 -001 y POR 'S PAR 2 & PAR 3 0. 910-271-002 w I Irt' - o �m UTILITY EASEMENT PER �2 ,s o INSTR. REC. 51611988 AS " DOC. NO. 121369 ❑. R. m }724.86' S rn m L�3T6.04, w / 1544 ❑=53" 15'08- � ~� PARCEL# TITLE CODE GRANTOR AREAS Is uare feet or as noted) REMARKS TOTAL REOUIRED [UF1 EXCESS [UF] REMAINDER 25216-1 F BRE 26201 YNE2 OWNER 320,131 177 319.954 PARTIAL TARE IN FEE 25216-2 E BRE 26201 YNE2 OWNER 500 FOOTING EASEMENT 25216-3 TCE BRE 26201 YNE2 OWNER 822 TEMPORARY CONSTRUCTION EASEWENT 24G16-1 F YNE2 ACRES I[ 203.501 2,240 201,261 �AFTI-L TAKE IN FEE 24616-2 E YNE2 ACRES I[ 3,127 FOOTING EASEMENT 2461E-3 TCE YtU ACRES I[ 3,147 TEMPORARY CONSTRUCTION EASEIENT 24617-1 F YNEZ ACRES 3S7,027 B.142 3T9,88S PARTIAL TAKE IN FEE 24617-2 E YNE2 ACRES 7,.50, i i FOOTING EASEMENT 24617-3 TCE YNE2 ACRES TEMPORARY CONSTRUCTION EASEMENT 24617-4 TCE YNE2 ACRES TEMPORARY CONSTRUCTIOH EASEMENT Depiction of Detail in Caltrans Parcels 25216-1, 25216-2 and 25216-3 Caltrans Parcels 25216-1, 25216-2, and 25216-3 on APN 910-281-001 Detail of Caltrans Parcels 25216-1 (fee interest), 25216-2 (footing easement) and 25216-3 (temporary construction easement 3 4 375 6 7 8 72.46' RT "CD2"---- 378+09.38 84.21' RT "02"- 377+75.38 EXIST R/W A19; w A3N 95 Ti / 6 1 AZ9' A N Al° 82.96' RT "CD2' 378+09.19 // -.Z 55' 1538 SEE DETAIL 'B' o gq'29 1 53 60.09' THIS SHEET'n� =N iN 19° 00'39" W(R) L�� I�MN 3q 3 33.84' n )P °° CITY OF TEMECULA :�N I PIvi J I APPROX. 15' WIDE CERT. OF I 9 8, 3 8 — SEWER EASEMENT PER (& WAIVER OF I INSTR. REC MAY 16, 1991 LLA NO. I \ 71 7.42' �Z AS DOC. NO. 163366 O.R. INSTR. *27790 & 277911 o ii — CE S 62 20 56 W � INSTR, #181869I '0o POR PAR 2 — — — — — 1W t' 910-281-001 I� Detail of Caltrans Parcels 24616-2, and 24616-3 on APN 910-271-002 (BRE 26201 Ynez Owner LLC has dominant estate interest in 10 square foot portion of Caltrans Parcel 24616-2 and 215 square foot portion of Caltrans Parcel 24616-3 located on Ynez Acres II Parcel APN 910-271- 002) --------------------------------------------- FOR EXISTING EASEMENT IN SEE PLAN VIEW AND DETAIL B1" FOR -THIS AREA SEE DETAIL "B1' EXISTING EASEMENT LOCATIONS Ln G 9�►j�/��+/EXIST R/W i 419g120 _N299.94' I 1540/ 3y.�rTT4T rrr-7RT Tr" AlAAZ153 A j1 r� 10.50' ° 73 45_5 4_-- 3 2.13' 3�"� ` A. ° YI- - 312.57' 410.94' ." FOOTING 3.11 98.3N30 47'4 717.42• o o °6" W 10' TEMPORARY EASEMENT S 62°20'56" W o o PROPOSED - CONSTRUCTION EASEMENT - - - R/W - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -' i Exhibit "C" Form of Grant Deeds 11086-0207\2620464v 1. doc RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-281-001 GRANT DEED (COORPORATION) Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 6.8 Dated this day of , 20_ BRIE 26201 YNEZ Owner, LLC, a Delaware limited liability company M NAME: ITS: BY: NAME: ITS Number 08-Riv-15-PM 6.8 EXHIBIT "A" LEGAL DESCRIPTION That portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63031'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 454.52 feet to the southwesterly corner of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30047'46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 177 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. 08-Riv-15-PM 6.8 1/2 EXHIBIT "A" LEGAL DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. �� SAND SCi Signature: Professional Land Surveyor EXP. 12/31 /21 Date: September 14, 2021 �T9 No . 735� TF OF CA1-�F�/ 08-Riv-15-PM 6.8 2/2 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.8 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF GRANT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-281-001) This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager Exhibit "D" Form of Easement Deeds 11086-0207\2620464v 1. doc RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-281-001 FOOTING EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, an easement for Footing, upon, over and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 6.8 Number Dated this day of 120 BRE 26201 Ynez Owner, LLC, a Delaware limited liability company BY: NAME ITS: BY: NAME: ITS: 08-Riv-15-PM 6.8 EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 500 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature Professional Land Surveyor Date: September 14, 2021 0�- ANDy F� � g o F� 3 EXP. 12/31 /21 �T9T No . F ofi 7 3` N cAOFo 08-Riv-15-PM 6.8 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.8 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-281-001) This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager Exhibit "E" Form of Temporary Construction Easement Deed 11086-0207\2620464v 1. doc RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-281-001 TEMPORARY CONSTRUCTION EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED It is understood and agreed that included in the purchase price per the Purchase and Sale Agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on and terminate on (Expiration Date). Grantors shall be provided at least 30 (thirty) days advance written notice before any entry on Grantor's property, and, unless extended, the TCE shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no longer needs the Temporary Construction Easement, or (b) twenty-eight (28) months from the commencement date of the Temporary Construction Easement ("Expiration Date"). The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 6.8 Number IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below. Dated this day of , 20_ BRE 26201 Ynez Owner, LLC, a Delaware limited liability company BY: NAME: ITS BY: NAME: ITS: 08-Riv-15-PM 6.8 EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows: COMMENCING at the southwesterly corner of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 20.28 feet; thence departing said southeasterly line South 29°26'03" East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 30°47'46" East 98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47°44'29" West 34.31 feet; thence departing said right of way North 30°47'46" West 66.11 feet to said northwesterly line of PARCEL A; thence along said northwesterly line North 62°20'56" East 10.02 feet to the POINT OF BEGINNING. Containing 822 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. LAN[ SCi Signature: y o Professional Land Surveyor `�' z EXP. 12/31 /21 Date: September 14, 2021 � �q� No 735� F OF- CA1 \Fo 08-Riv-15-PM 6.8 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.8 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF TEMPORARY CONSTRUCTION EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-281-001) This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: an Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation M. Aaron Adams, City Manager BRE 26201YNEZ OWNER, LLC — APNs 910-281-001 AND 910-271-002 INTERSTATE 1b .tCCSS5 A45'J Dv+� j FA.F5/7 YFR {/lAsFr_ R£E�. Sff il9 194 AS I I I I 9+4-2B1 -OE1 I I 1 fj I I I I 25� � —1 oil a - I ✓ Fee —177 SF ✓ TC E — 822 SF ✓ Footing Easement — 5oo SF and io 5r Alft c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215. Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system. Core Value: Transportation Mobility and Connectivity Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22. Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I Project Cost: Prior Years Actuals 2020-21 Adjusted 2021-22 Adopted Budget 2022-23 Projected 2023-24 2024-25 Projected Projected 2025-26 Projected Total Project Cost Administration 2,552,128 251,670 227,000 227,000 227,000 3,484,799 Construction 88,950,000 88,950,000 Construction Engineering 1,279 10,899,721 10,901,000 Design & Environmental 17,898,086 1,221,217 19,119,303 Land Acquisition 9,393,251 5,826,900 743,100 15,963,251 Utilities 1,993 1,993 Total Expenditures 29,846,738 107,149,508 970,100 227,000 227,000 138,420,346 Source of Funds: CFD 01-02 (Harveston) 1,005,840 1,005,840 DIF-Street Improvements 75,360 75,360 General Fund 4,236,174 4,236,174 INFRA Grant 50,000,000 50,000,000 Measure A 1,627,914 1,627,914 Measure S 454,000 3,837,485 970,100 227,000 227,000 5,715,585 Reimbursements 6,008,000 6,008,000 SAFETEA-LU 1,602,360 1,602,360 STIP-Surface Transportation 47,600,000 47,600,000 Improvement Program TUMF (CETAP/RCTC) 472,841 999,668 1,472,509 TUMF (RCTC) 2,343,000 2,343,000 TUMF (WRCOG) 11,450,112 5,283,492 16,733,604 Total Funding 27,673,241 109,323,005 970,100 227,000 227,000 138,420,346 Future Operating & Maintenance Costs: 71 Alk c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project 2021-22 Prior Years 2020-21 Adopted 2022-23 2023-24 2024-25 2025-26 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Total Operating Costs Notes : 1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds. 2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000). 3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW. 4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II. 5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II. 6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I. 7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match). 72 pF TF.q£C G" French Valley Parkway/I-15 Improvements - Phase 11 Circulation Project Location 0 400 800 Feet Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 9 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008 in Connection with 1-15/French Valley Parkway Improvements — Phase II, PW16-01 PREPARED BY: Amer Attar, Engineering Manager Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN'S 910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271- 008) 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 2,240 square foot and 8,142 square foot fee area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN's 910-271-002, 910-271-005, 910- 271-006, 910-271-007, and 910-271-008. BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the French Valley Parkway/ I-15 Improvements — Phase II, (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the French Valley Parkway/ I-15 Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. In addition, Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed that the City may acquire properties located in the City of Murrieta in connection with Phase II. Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Owner") is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910- 271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910-271-008. Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 (`BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto (`BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel" Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase IL• (i) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617-1. Caltrans Parcel a 24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" to the Agreement. Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" to the Agreement. The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties". A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" to the Agreement. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" to the Agreement. The permanent footing easements described in Caltrans Parcel 24616- 2 and Caltrans Parcel 24617-2 are referred to below collectively as the "Footing Easements". Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II: (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" to the Agreement. Caltrans Parcel 24617-3 is located on APN 910-271-006 and is described on Exhibit "C-6" to the Agreement. Caltrans Parcel 24617-4 is located on APN 910- 271-005 and is described on Exhibit "C-7" to the Agreement. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs". (iv) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty- eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" to the Agreement. Caltrans Parcel 25216-3 is described on Exhibit "C-9" to the Agreement. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement" 3 Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the approximate 2,240 square foot and 8,142 square foot area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot (collectively "Subject Property Interests") at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, hand -delivered a written offer dated October 8, 2021, to Ynez Acres and Ynez Acres II to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel. The City and the property owners have reached an agreement on the terms of the City's purchase of the Subject Property Interests. The Purchase and Sale Agreement describes the details of the acquisition of the Subject Property Interests. It provides that the City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-70 within thirty (30) business days of the close of escrow. Under the Agreement, the total Purchase Price the City will pay for the Subject Property Interests is the sum off $520,00 (Five Hundred Twenty Thousand Dollars) ("Purchase Price") for the (i) Subject Fee Properties, (ii) Footing Easements, (iii) use of the three TCEs for a term of twenty- eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" to the Agreement, and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C-9" to the Agreement, any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental 4 analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. FISCAL IMPACT: The French Valley Parkway/ I-15 Improvements — Phase II project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26. The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $520,000 for the City's purchase of the two partial fee acquisitions, the three temporary construction easements, and the two footing easements plus any escrow -related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts. ATTACHMENTS: 1. Resolution 2. Purchase and Sale Agreement with Exhibits Exhibit "A" — Legal Description of Property Exhibit `B" — BRE 26021 Easement Area Exhibit "C-l" — Legal Description of 2,240 Square Foot Area (Caltrans Parcel 24616-1, Portions of APN 910-271- 002) Exhibit "C-2" — Legal Description of 8,142 Square Foot Area (Caltrans Parcel 24617-1, Portions of APN 910-271- 005) Exhibit "C-3" — Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2, Portions of APN 910-271-002) Exhibit "C-4" — Legal Description of 2,304 Square Foot Footing Easement (Caltrans Parcel 24617-2, Portions of APN 910-271-006) Exhibit "C-5" — Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616- 3, Portions of APN 910-271-002) Exhibit "C-6" — Legal Description of 4,615 Square Foot Temporary Construction Easement (Caltrans Parcel 24617- 3, Portions of APN 910-271-006) Exhibit "C-7" — Legal Description of 600 Square Foot Temporary Construction Easement (Caltrans Parcel 24617- 4, Portions of APN 910-271-005) Exhibit "C-8" — Legal Description of 500 Square Foot Footing Easement (Caltrans Parcel 25216-2) Dominant estate interest in 1 SF portion of Caltrans Parcel 25216-2 on APN 910-281-001 Exhibit "C-9" — Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216- 3); Dominant estate interest in 152 SF portion of Caltrans Parcel 25216-3 on APN 910-281-001 5 Exhibit "D" — Rough Depiction of Caltrans Parcels 24616- 1 (see page B-2), 24616-2, and 24616-3 on APN 910-271- 002; Caltrans Parcels 24617-1, 24617-2, 24617-3, and 24617-4 (see Page B-3) on APNs 910-271-005 and 910-271- 006 Exhibit "E" — Form of Grant Deeds Exhibit "F" — Form Easement Deeds Exhibit "G" — Form of Temporary Construction Easement Deeds 3. Property Description 4. Project Description 5. Project Location RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN'S 910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271-008) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26. C. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19). E. Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Owner") is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910-271-008. Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 (`BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto (`BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel" F. Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II: (i) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617- 1. Caltrans Parcel 24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" to the Agreement. Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" to the Agreement. The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties". (ii) A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" to the Agreement. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" to the Agreement. The permanent footing easements described in Caltrans Parcel 24616-2 and Caltrans Parcel 24617- 2 are referred to below collectively as the "Footing Easements". (iii) Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II: (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" to the Agreement. Caltrans Parcel 24617-3 is located on APN 910-271-006 and is described on Exhibit "C-6" to the Agreement. Caltrans Parcel 24617-4 is located on APN 910-271-005 and is described on Exhibit 11C-7" to the Agreement. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs". (iv) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" to the Agreement. Caltrans Parcel 25216-3 is described on Exhibit "C-9" to the Agreement. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement". G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 8, 2021 to the Owner of the Property to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The Parties negotiated the City's acquisition and use of the Subject Property Interests and have reached an Agreement, subject to ratification by the City Council. H. Under the Agreement, the total Purchase Price the City will pay for the Subject Property Interests is the sum off $520,00 ("Purchase Price") for the (i) Subject Fee Properties, (ii) 3 Footing Easements, (iii) use of the three TCEs for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" to the Agreement, and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C- 9" to the Agreement, any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith.. I. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA. Section 2. Approval of Purchase and Sale Agreement The City Council hereby approves the Purchase and Sale Agreement and Joint Escrow Instructions between the City of Temecula, Ynez Acres, and Ynez Acres II in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APNs 910-271-002, 910-271-005, 910-271-006, 910-271- 007 & 910-271-008) in substantially the form attached, with such changes as the City Manager and Owner may mutually agree to that are approved by the City Attorney's Office. Section 3. Environmental Analysis. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re- validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager and the 4 Owner may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, Certificates of Acceptance, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APNs 910-271- 002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008) This Purchase and Sale Agreement and Joint Escrow Instructions between the City of Temecula, Ynez Acres, and Ynez Acres II in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APNs 910-271-002, 910-271-005, 910-271-006, 910-271- 007 & 910-271-008) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("Buyer" or "City"), on the one hand, and Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Seller"), on the other hand, and constitutes an agreement to purchase and sell certain real property interests between Seller and Buyer and the joint escrow instructions directed to First American Title Company ("Escrow Holder"). Seller and Buyer are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties as reflected on the signature pages of this Agreement ("Effective Date"). RECITALS A. Seller is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910- 271-008. Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 ("BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto ("BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel". B. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along 1-15 from the Winchester Road/1-15 interchange northerly on -ramps to just north of the I- 15/I-215 junction with connectors to I-15 and I-215. SJD\ 30150-0002\ 768962.2 2/10/2022 Page I 1 2623063v1 C. Pursuant to Cooperative Agreement 08-1667 ("Cooperative Agreement"), City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. D. City extended to Seller a written offer dated October 8, 2021 pursuant to Government Code Section 7267.2 to purchase for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II the following real property interests described below: (1) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617- 1. Caltrans Parcel 24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" attached hereto and incorporated herein by this reference. The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties". The Subject Fee Properties are governed by the applicable "Grant Deeds" as defined below. (2) A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" attached hereto and incorporated herein by this reference. The permanent footing easements described in Caltrans Parcel 24616-2 and Caltrans Parcel 24617-2 are referred to below collectively as the "Footing Easements" which shall be created and governed by applicable "Easement Deeds" as defined below. (3) Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase IL• (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-3 is located on SJD\ 30150-0002\ 768962.2 2/10/2022 Page 12 2623063v1 APN 910-271-006 and is described on Exhibit "C-6" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-4 is located on APN 910-271-005 and is described on Exhibit "C-7" attached hereto and incorporated herein by this reference. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs" and shall be created and governed by the applicable Easement Deeds. (4) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" attached hereto and incorporated herein by this reference. Caltrans Parcel 25216-3 is described on Exhibit "C-9" attached hereto and incorporated herein by this reference. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement" and shall be created and governed by the applicable Easement Deeds. The Subject Fee Properties, Footing Easements, TCEs, and Dominant Estate Interest in Access and Parking Easement are referred to below collectively as the "Subject Property Interests". There are no structures in the area of the Subject Fee Properties, Footing Easements, or TCEs. E. The Parties negotiated City's purchase in fee of the Subject Fee Properties, Footing Easements, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the TCEs, and have reached an agreement regarding the terms of City's purchase of the Subject Fee Properties, Footing Easements, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the TCEs, subject to ratification by the City Council. The City has also informed Seller that it is negotiating the acquisition of certain property interests needed for Phase II with the adjacent owner, including the rights to use portions of the access and parking easement referenced above that burden the BRE 26201 Property and that the City's proposed use of the Footing Easements is compatible with the use of the Access and Parking Easement by Seller and the owner of the BRE 26201 Property. F. The Parties acknowledge that it is City's position that (i) City is authorized to acquire real property by eminent domain for a public use, including public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities, pursuant to the authority conferred upon the City SJD\ 30150-0002\ 768962.2 2/10/2022 Page 13 2623063v1 of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law); (ii) Phase II is a public use for which City has the authority to exercise the power of eminent domain.; (iii) pursuant to Section 41 of the Cooperative Agreement, City, as the implementing Agency, is responsible for hearing any resolutions of necessity for Phase II; (iv) the City Council of the City of Temecula, as City's governing body, has sole discretion to make the findings required by Code of Civil Procedure Section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure Section 1245.220); (v) if Seller and City had not reached agreement for the City's purchase of the Subject Property Interests, City Staff would have recommended that the City Council consider the adoption of a resolution of necessity authorizing the initiation of eminent domain proceedings to acquire the Subject Property Interests in accordance with the Eminent Domain Law; (vi) the City Council, however, has the exclusive discretion to adopt a resolution of necessity; (vii) the adoption of any such resolution of necessity would require City's compliance with applicable law, including Government Code Section 7260 et seq. and the Eminent Domain Law. This Agreement is not a commitment or announcement of intent to acquire any other real property interests that City may need for Phase II. Seller is solely responsible for consulting its tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Seller's sale to the City of the Subject Property Interests in connection with the Phase II. City makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction. City and Seller agree that this agreement is entered into under threat of condemnation. G. City intends to transfer its interest in the Subject Fee Properties and the Footing Easements to Caltrans after it completes the construction of Phase II. H. Seller desires to sell to City the Subject Property Interests and City desires to purchase from Seller the Subject Property Interests, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above Recitals and for other valuable consideration, the sufficiency of which is hereby acknowledged, City and Seller agree as follows. 1. Purchase and Sale. On the Close of Escrow, as defined in Section 2 below, Seller agrees to sell and City agrees to purchase the Subject Property Interests described below, subject to the terms and conditions set forth in this Agreement: (1) A fee interest in the Subject Fee Properties. (2) The permanent Footing Easements. (3) The Temporary Construction Easements. (4) Seller's Dominant Estate Interest in Access and Parking Easement. Seller expressly consents to the City's acquisition of the approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-2 and the City's acquisition SJD\ 30150-0002\ 768962.2 2/10/2022 Page 14 2623063v1 and use of the approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area. The Subject Property Interests are roughly shown on Exhibit "D" hereto. 2. Opening and Close of Escrow. Within five (5) business days after the Effective Date, City will deliver a copy of the fully -executed Agreement to Escrow Holder for the opening of an escrow ("Escrow"). As used in this Agreement, "Opening of Escrow" means the date on which Escrow Holder receives a copy of the fully -executed Agreement. The Parties can execute the Agreement in counterparts as set forth in Section 20.d. below. This Agreement shall serve as the instructions to Escrow Holder for consummation of the transactions contemplated hereby. City and Seller agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. For the purposes of this Agreement, "Close of Escrow" shall be the date on which the Grant Deeds for the Subject Fee Properties and Easement Deeds for the Footing Easements, and TCEs ("Easements") in favor of City are recorded in the Official Records of the Riverside County Recorder's Office. Provided all of Seller's and City's obligations to be performed on or before Close of Escrow have been performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied, Escrow shall close on the date which is thirty (30) calendar days after the Opening of Escrow ("Closing Date"). All risk of loss or damage with respect to the Subject Fee Properties and Easements shall pass from Seller to City at the Close of Escrow. Possession of the Subject Fee Properties be delivered to Buyer upon the Close of Escrow and at the Close of Escrow Buyer shall be able to exercise all of its rights regarding the Easements under the Easement Deeds. 3. Purchase Price. The total purchase price that City will pay to Seller for the Subject Property Interests is the sum of $520,000.00 (Five Hundred Twenty Thousand Dollars) ("Purchase Price") for the (i) Subject Fee Properties, (ii) Footing Easements, (iii) use of the three TCEs for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including compensation for City's acquisition of the 1 square foot portion of the footing easement included within Caltrans Parcel 25216-2 and to the City's acquisition and use of the approximate 152 square foot portion of the temporary construction easement with a terms of twenty-eight (28) months included within Caltrans Parcel 25216-3, and any impact to the parking spaces, if any, located within Seller's Dominant Estate Interest in Access and Parking Easement. No attempt has been made to assign value to the lesser interest in the Subject Property Interests. Thus, the Purchase Price is the total price for the Subject Property Interests without distinction or separation for various interests that may be held in the Subject Property Interests. Seller is responsible for any apportionment or allocation of the Purchase Price if required for any separately held interests that may exist in the Subject Property Interests. Buyer is solely responsible for obtaining any necessary consents or rights needed from the owner of the BRE 26201 Property in connection with the rights sought by the City in and to the portions of the Access and Parking Easement impacted by Phase II. Portions of the areas of the Property over which Buyer is to SJD\ 30150-0002\ 768962.2 2/10/2022 Page 15 2623063v1 acquire easements hereunder ("Third Parry Easement Areas") may be subject to existing easements in favor of third parties. Seller makes no representation or warranty that Buyer's proposed use of the Third Party Easement Areas is consistent with or permitted by such third party easements. Buyer is solely responsible for obtaining any necessary consents from such third parties to permit Buyer's use of the Third Party Easement Areas. No portion of the Purchase Price is intended to be apportioned by Seller to BRE 26201 Ynez Owner, LLC for any interests in connection the Access and Parking Easement. 4. Title and Title Insurance. a. Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a Preliminary Title Report for the Subject Fee Properties and Footing Easements ("Report"). Escrow Holder will deliver the Report to City and Seller as soon as it is available. Escrow Holder will insure City's fee interest in the Subject Fee Properties and the City's easement interest in the Footing Easements at the Close of Escrow by a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance in the amount of the Purchase Price ("Title Policy") (subject to the City's right to request an ALTA Extended Coverage Form of Title Policy as provided below in Section 4.b.), insuring the City's fee title to the Subject Fee Properties and the City's easement interest in the Footing Easements as vested in City, subject only to the following (collectively "Permitted Title Exceptions"): i. General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; ii. The applicable zoning, building, and development regulations of any municipality, county, state, or federal jurisdiction affecting the Larger Parcel; iii. All Exceptions (other than those listed in i and ii above) listed in the Report. However, the City shall be entitled to disapprove Exceptions (other than those listed in i and ii above) ("Disapproved Exceptions") by delivery to Seller of written notice listing the Disapproved Exceptions within ten (10) days after the date the City receives the Report. City's failure to deliver written disapproval shall be deemed City's approval of all Exceptions in the Report. If City delivers written notice with Disapproved Exceptions, as provided above, Seller shall, by delivery of written notice to City within five (5) days after receipt of City's notice of Disapproved Exceptions be entitled to elect, in its sole discretion, to remove any or all of the Disapproved Exceptions from title on or before the Close of Escrow. If Seller fails to deliver such notice to City, Seller shall be deemed to have elected not to remove any Disapproved Exceptions. If Seller fails to deliver written notice responding to City's notice of Disapproved Exceptions or if Seller does so respond but does not elect to remove all Disapproved Exceptions then City's sole remedies, to be exercised by written notice delivered to Seller within five (5) days after the earlier to occur of receipt of Seller's response to the City's Disapproved Exception notice or the expiration of the Seller response period above, shall be to (1) terminate this Agreement and the parties shall thereafter have no liability or responsibility to each other under this Agreement (other than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement), or (2) waive the Disapproved Exceptions that Seller has elected or deemed to have elected not to remove and such Disapproved Exceptions shall be Permitted Title Exceptions. Buyer's failure to provide such election notice to Seller shall be deemed an election under (1) SJD\ 30150-0002\ 768962.2 2/10/2022 Page 16 2623063v1 above. If, in accordance with the foregoing terms, Seller elects to remove any Disapproved Exception, it shall do so by the Close of Escrow, and if Seller fails to do so, the City's sole remedies shall be those specified in items (1) and (2) above. In the event Escrow is terminated, within ten (10) business days of the written notice of termination to Escrow, Escrow will disburse to the City any funds deposited into Escrow by City less any escrow cancellation charges. If necessary, the Closing Date shall be extended to the date which is three (3) business days after the process described in this Section 4(a)(iii) has been completed iv. Any exceptions directly or indirectly caused by City or City's agents, employees or contractors. V. Items and exceptions created by or with the consent of Buyer, including, without limitation, any documents or instruments to be recorded pursuant to this Agreement and any other matters authorized by this Agreement. vi. Items, exceptions or conditions that could reasonably be discovered by a physical inspection and/or survey of the Subject Property Interests. b. City will have the option of obtaining an ALTA Owner's Extended Policy; however, City's ability to obtain an ALTA Owner's Extended Coverage Policy shall not be a condition to City's obligation to close Escrow nor shall it delay the Close of Escrow. Seller makes no representation or warranty to City regarding the availability of title insurance for City's interest in the Footing Easements or other easement acquired by City hereunder. It shall not be a condition to Close of Escrow that such easement interests be insured in the Title Policy. In any event, City shall look solely to the Title Policy with respect to defects of title, if any, with respect to the Subject Property Interests and Seller shall have no liability, and City shall have no recourse against Seller, in connection therewith whatsoever. C. Acts After Effective Date. During the period from the Effective Date through the Close of Escrow, Seller shall not encumber the Subject Property Interests, record or permit to be recorded any document or instrument relating to the Subject Property Interests, or physically alter the Subject Property Interests or permit or cause said interests to be altered without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion. However, if after the Effective Buyer obtains actual knowledge of or the Title Company discloses to Buyer in writing any exception to title of the Subject Property Interests (other than any exception shown on a survey prepared by Buyer) which: (i) does not constitute a Permitted Title Exception and (ii) will have a material adverse effect on Buyer's ability to own, use and/or develop the Subject Property Interests ("New Exception"), then the following shall apply. If the New Exception was created by Seller or arose as a result of the voluntary action or consent of Seller, Seller shall remove the New Exception, at its cost, on or before the Close of Escrow. If the New Exception was not created by Seller and did not arise as a result of the voluntary action or consent of Seller, then except as otherwise provided below, Buyer's sole remedy shall be to elect, by providing Seller and Escrow Holder with written notice of such election ("New Exception Notice"), to (1) complete the purchase of the Subject Property Interests in accordance with this Agreement subject to such New Exception, or (2) terminate this Agreement and cancel Escrow (subject to Seller's right to remove such New Exception provided below) in which case the Parties shall have no further obligations to each other under this Agreement (other SJD\ 30150-0002\ 768962.2 2/10/2022 Page 17 2623063v1 than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement). Buyer shall provide Seller and Escrow Holder with the New Exception Notice no later than five (5) days after Buyer's discovery of the New Exception, and the Closing Date shall be extended as necessary to accommodate such time frame and Seller's response time frame as provided below. Buyer's failure to so provide a New Exception Notice (regardless of Seller's knowledge of the New Exception) shall be deemed Buyer's election to proceed under (1) above. Notwithstanding the foregoing, upon receipt of a New Exception Notice, Seller may, within five (5) days after receipt of the New Exception Notice, elect, in its sole discretion, by written notice to Buyer ("Seller Election Notice") to remove, at its sole cost and expense, such New Exception from title to the Real Property prior to the Close of Escrow, in which case this Agreement shall not terminate. Seller's failure to provide a Seller Election Notice shall be deemed an election by Seller not to remove the New Exception. If Seller elects or is deemed to have elected not to remove a New Exception, Buyer shall have three (3) days after the date on which Seller gave or should have given the Seller Notice to elect, by delivery of written notice to Seller and Escrow Holder ("Final Notice"), to waive removal of the New Exception, in which case the New Exception shall be a Permitted Exception, or terminate this Agreement in accordance with (2) above in this Section. If Buyer fails to give the Final Notice, this Agreement shall terminate as provided in (2) above in this Section. 5. Escrow. a. Deposit of Funds in Escrow. City covenants and agrees to deposit with Escrow Holder the Purchase Price on or before the business day immediately prior to the Closing Date. b. Deposit of Documents in Escrow by Seller. Seller covenants and agrees to deposit with Escrow Holder executed and acknowledged copies of the following documents on or before the business day immediately before the Closing Date: i. Grant Deeds. One (1) copy of each of the Grant Deeds for the conveyance of the Subject Fee Properties in the forms attached collectively as Exhibit "E" hereto ("Grant Deeds") duly executed and acknowledged by Seller. Exhibit "E" is attached hereto and incorporated herein by this reference. ii. Easement Deeds. One (1) copy of each of the Easement Deeds for the grant of the permanent Footing Easements in the forms attached collectively as Exhibit "F" hereto and the Temporary Construction Easement in the form attached collectively as Exhibit "G" hereto authorizing the City to use the TCEs for a term of twenty-eight (28) months (individually an "Easement Deed" and collectively the "Easement Deeds"). Exhibit "F" and Exhibit "G" are attached hereto and incorporated herein by this reference. iii. California 593 Certificate. A California 593 certificate and federal non -foreign affidavit. iv. Other Documents. Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Seller to carry out this escrow. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 18 2623063v1 C. Deposit of Documents in Escrow by City. City covenants and agrees to deposit with Escrow Holder executed and acknowledged copies of the following documents on or before the business day immediately before the Closing Date: i. Certificate(s) of Acceptance. Executed Certificates of Acceptance in the form attached to the Grant Deeds (attached hereto as Exhibit "C"), Easement Deeds (attached hereto as Exhibit "D" ), and attached to the Temporary Construction Easement Deeds (attached collectively hereto as Exhibit "E"). ii. Any other documents reasonably required by Escrow Holder to be deposited by Buyer to carry out this escrow. d. Recordation of Grant Deeds, Easement Deeds, and Temporary Construction Easement Deeds; Delivery of Funds and Possession. Upon receipt of the funds and instruments described in Section 5, Escrow Holder shall cause the Grant Deeds and Easement Deeds to be recorded in the Office of the County Recorder of Riverside County, California. Thereafter, Escrow Holder shall deliver the proceeds of this Escrow (less appropriate charges as shown on a preliminary Settlement Statement executed by City and Seller) to Seller. e. Prorations. Real property taxes for the Subject Fee Properties shall not be prorated, but must be paid by Seller for the current tax period. Seller may apply for a refund of property taxes in the event any property taxes paid are allocable to the period after the Close of Escrow and City shall reasonably cooperate therewith. City, as a municipal corporation acquiring property for Phase II, is exempt from property taxes pursuant to Revenue and Taxation Code Section 11922, and other provisions of law. All property assessments shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations for such assessments shall be determined on the basis of a 365-day year. Escrow Holder is authorized to pay from the Purchase Price any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds recorded against the Subject Fee Property. f. Costs of Escrow. City will pay for the cost of the Title Policy (or Owner's ALTA Extended Policy if City elects to obtain such extended coverage). City will also pay for Escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone calls, etc. City will pay for recording the Grant Deed and Easement Deeds, and any documentary or other local transfer taxes, if any, and for any recording costs (if any). City will also pay for the costs of an ALTA survey if it determines to obtain an ALTA Owner's Extended Coverage Policy. g. Escrow Cancellation Charges. If Escrow fails to close through no fault of either party, City will pay all Escrow and title cancellation charges. In the event that this Escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all Escrow and title cancellation charges. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 19 2623063v1 6. Conditions to the Close of Escrow. a. City Conditions. City's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for City's benefit and may be waived only by City: i. Seller shall have performed all obligations to be performed by Seller hereunder. ii. Title Company shall have issued or shall have committed to issue the Title Policy to City, showing fee title to the Subject Fee Properties and the City's easement interest in the Footing Easements to be vested in City subject only to the Permitted Title Exceptions. Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of deeds of trust, mechanics or judgement liens (not created by the City) encumbering the Subject Fee Properties and Footing Easements, so that said Subject Fee Properties and Footing Easements are free and clear of any such monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain final approval from Seller regarding the disbursement of the proceeds prior to disbursing any such proceeds to the holder(s) of the monetary liens encumbering the Subject Fee Properties and Footing Easements. iii. That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct in all material respects; iv. Escrow Holder's commitment to issue, in favor of City, the Title Policy with liability equal to the Purchase Price showing City's fee interest in the Subject Fee Property and easement interest in the Footing Easements, subject only to the Permitted Title Exceptions; and If any of the City's conditions to Close of Escrow are not timely satisfied for a reason other than a default of City under this Agreement, City's sole remedies shall be (i) to terminate this Agreement in which case Escrow Holder will promptly return to City all funds (and all interest accrued thereon, if any) and documents deposited by City in escrow and return to Seller the documents deposited by City in Escrow that are held by Escrow Holder on the date of the termination (less any escrow cancellation charges) and the Parties shall have no further obligation to each other under this Agreement (other than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement) or (ii) waive such unsatisfied condition and close Escrow. If City fails to make such election in writing within three (3) days after the Closing Date, City shall be deemed to have elected to terminate this Agreement. If any of City's conditions are not satisfied due to a default of City, City's sole remedies shall be those remedies, if any, available under Section 13 below. b. Seller Conditions. Seller's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for Seller's benefit and may be waived only by Seller: i. City shall have performed all obligations to be performed by City hereunder; SJD\ 30150-0002\ 768962.2 2/10/2022 Page 110 2623063v1 ii. That as of the Close of Escrow the representations and warranties of City contained in this Agreement are all true and correct in all material respects; and iii. City shall have approved pursuant to Temecula Municipal Code Section 15.15.100.A a waiver of the requirement for any parcel map or other subdivision map with respect to the remainder of the Property not to be conveyed to Buyer hereunder such that such remainder shall be legally transferable without further approval under the Subdivision Map Act. 7. Permission to Enter/Due Diligence Testing. During the period commencing on the Effective Date ("commencement date") and ending at 5:00 p.m. fifteen (15) business days after the Effective Date (referred to as the "Due Diligence Period"), City may inspect the Subject Property Interests (all references in this Section 7 exclude the BRE 26201 Property) as necessary for the purpose of making inspections and other examinations of the Subject Property Interests, including without limitation environmental and geological studies. City will give Seller written notice twenty-four (24) hours before going on the Subject Property Interests to conduct such due diligence testing. City's physical inspection of the Subject Property Interests shall be conducted during normal business hours. No invasive testing or boring shall be done by City without the prior written notification to Seller and obtaining Seller's written permission of the same, which may be granted or withheld in Seller's sole and absolute discretion. City does hereby release, indemnify and forever save Seller, Seller's heirs, successors and assigns free and harmless from and against any and all liability, loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising from or occurring out of any damage to the Subject Property Interests and/or BRE 262021 Property and/or damage to personal property and/or injury to persons in connection with any accident or other occurrence at the Subject Property Interests and/or BRE 262021 Property in connection with City's due diligence testing and environmental site assessments involving entrance onto the Subject Property Interests pursuant to this Section. If this Agreement terminates, the City will remove or cause to be removed any personal property, facilities, tools, and equipment from the Subject Property Interests left in the area comprising the Subject Property Interests in connection with the due diligence testing and restore said area to as close as possible to the condition of said area prior to City's due diligence testing. If prior to expiration of the Due Diligence Period, Buyer, in its sole and absolute discretion, for any reason or no reason, elects not to purchase the Subject Property Interests, Buyer may terminate this Agreement with the exception of the City's indemnity obligations under this Section and cancel Escrow by delivering written notice ("Disapproval Notice") to Seller and the Escrow Holder prior to 5:00 p.m. on the last day of the Due Diligence Period, in which case all funds deposited into Escrow by the Buyer shall be promptly returned to Buyer. Upon such termination by Buyer, Buyer shall pay all Escrow and title fees and cancellation charges. If Buyer elects to go forward with the purchase of the Subject Property Interests, then prior to 5:00 p.m. on the last day of the Due Diligence Period, Buyer shall deliver written notice ("Approval Notice") of such election to Seller and Escrow Holder, in which case this Agreement shall remain in full force and effect subject to its terms and conditions. If Buyer does not so deliver a Disapproval Notice or an Approval Notice prior to 5:00 p.m. on the last day of the Due Diligence Period , Buyer shall be deemed to have delivered a Disapproval Notice and the above provisions regarding Buyer's delivery of a Disapproval Notice shall apply. 8. Representation and Warranties of Seller. Seller hereby represents and warrants to City the following: SJD\ 30150-0002\ 768962.2 2/10/2022 Page 111 2623063v1 a. To Seller's knowledge (i) the Subject Fee Properties and Footing Easements will be free and clear of Hazardous Materials (defined in Section 14.a. below) and (ii) Seller has no written notice of any pending or threatened action or proceeding arising out of the condition of the Subject Fee Properties, Footing Easements, or alleged violation of Environmental Laws (defined in Section 14.b. below). b. That Seller is the sole owner of the Subject Fee Properties and Footing Easements. Seller will not further encumber the Subject Fee Properties, Footing Easements, or voluntarily allow the Subject Fee Properties or Footing Easements to be further encumbered prior to the Close of Escrow. C. Neither this Agreement nor anything provided to be done hereunder, including the transfer of the Subject Fee Properties and Footing Easements to City, violates or will violate any contract, agreement, or instrument to which Seller is a party, or which affects the Subject Fee Property, and the Seller's grant to City of the Subject Fee Properties and Footing Easements pursuant to this Agreement does not require the consent of any party not a signatory hereto. d. Except as reflected in the Report, there are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights, or interest of any nature in and to the Subject Fee Properties and Footing Easements , or any part thereof, and no persons have any right of possession to the Subject Fee Properties and Footing Easements , or any part thereof. Seller's representation in this Section does not extend to any portions of the BRE 26201 Property or the Third Party Easement Areas. e. Seller has not received written notice of any pending, threatened or potential litigation, action or proceeding against Seller or any other party before any court or administrative tribunal that would preclude Seller from satisfying its obligations under this Agreement. As used in Section 8 the term "Seller's knowledge" or words of similar import shall mean the actual knowledge of Paula Dougherty without duty of inquiry or investigation. If, prior to the Close of Escrow, (i) City has knowledge that any representation or warranty of Seller is, for any reason, untrue or incomplete in any respect and (ii) such untruth or inaccuracy would, in City's reasonable discretion, have a material and adverse effect on Buyer's ability to own, use, maintain, operate and develop the Subject Fee Properties and Footing Easements ("Inaccurate Matter"), City's shall give Seller written notice of same and Seller shall have thirty (30) days from the date of receipt of such notice (and the Closing Date shall be extended to permit the running of such thirty (30) day period) ("Seller Cure Period") to correct any fact or circumstance that makes such Inaccurate Matter materially untrue or inaccurate. If for any reason Seller, in its sole discretion, fails or elects not to make such correction within the Seller Cure Period, then City's sole remedies, exercisable by written notice to Seller within three (3) days after the expiration of the Seller Cure Period, shall be (1) to terminate this Agreement (with the exception of City's indemnity obligations and other obligations which expressly survive termination of this Agreement) or (2) waive the Inaccurate Matter and continue this Agreement in full force and effect with no change in terms and, notwithstanding any other provision of this Agreement to the contrary, Buyer shall be deemed to have released all claims against Seller with respect to such Inaccurate Matter. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 112 2623063v1 Seller's representations and warranties under this Section 8 shall survive the Close of Escrow for ninety (90) days. If Buyer does not file and serve legal action against Seller with respect to any representation(s) and warranty(ies) within such ninety (90) days period, the provisions of this Section 8 shall terminate and be of no further force or effect as to such representation(s) and warranty(ies). 9. Representations and Warranties of City. City hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow: a. City has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement. b. City has the power and authority to execute and deliver this Agreement and carry out its obligations hereunder and consummate the transaction contemplated herein. 10. Total Consideration. City's payment to Seller of the Purchase Price set forth in this Agreement is an all-inclusive settlement and is the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C-9", any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith. 11. Business Goodwill and Relocation Assistance. a. No Loss of Business Goodwill. Seller agrees and acknowledges that Seller will not suffer any loss of business goodwill under Code of Civil Procedure Section 1263.510 as a result of City's acquisition of the Subject Property Interests for the construction of Phase II. The Property is a vacant parcel and no business operates on the Property. Under Code of Civil Procedure Section 1263.510, the owner of a business conducted on the property taken, or on the remainder if the property is part of a larger parcel, will be compensated for loss of goodwill if the owner proves that (i) the loss is caused by City's acquisition of the property or the injury to the remainder; (ii) the loss cannot reasonably be prevented by a relocation of the business or by taking steps and adopting procedures that a reasonably prudent person would take and adopt in preserving the goodwill; (iii) compensation for the loss will not be included in payments under Government Code Section 7262; and (iv) compensation for the loss will not be duplicated in the compensation otherwise awarded to the owner. b. No Relocation Assistance. The Property is approximately 692,282 square feet (15.893 acres) in size. The Property does not have any buildings or structures on it. The City's acquisition of the Subject Property Interests will not result in the displacement of any person or business. Accordingly, no relocation assistance and benefits pursuant to applicable federal or SJD\ 30150-0002\ 768962.2 2/10/2022 Page 113 2623063v1 state relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations) are triggered as a result of the City's acquisition of the Subject Property Interests. 12. Releases. a. By Seller. This Agreement is a voluntary agreement and Seller on the Close of Escrow, on behalf of Seller, Seller's successors and assigns, fully releases City, its Councilmembers, officers, counsel, employees, representatives and agents, from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of City's efforts to acquire the Subject Property Interests, or any preliminary steps thereto. Seller acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that Seller may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12.a., or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Seller's Initials: Ynez Acres, a general partnership: Ynez Acres II, a California general partnership: City's Initials: Seller's waiver of rights and release of claims set forth above in Section 12.a. will not extend to and is not intended to extend to claims related to or alleged to arise out of the Easement Deeds, City's indemnity obligations under this Agreement and/or the negligence on the part of City, its agents or contractors, in connection with the physical construction of Phase II. b. By City. This Agreement is a voluntary agreement and City, on the Close of Escrow, on behalf of City, City's successors and assigns, fully releases Seller, its principals and their respective members, representatives and agents, from all claims and causes of action of any SJD\ 30150-0002\ 768962.2 2/10/2022 Page 114 2623063v1 kind and whenever arising relating to the Subject Property Interests. City acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, City hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that City may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12.b., or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Seller's Initials: Ynez Acres, a general partnership: Ynez Acres II, a California general partnership: City's Initials: City's waiver of rights and release of claims set forth above in Section 12.b. will not extend to and is not intended to extend to claims related to the Easement Deeds and/or any breach of a Seller representation or warranty that City discovers is materially inaccurate after the Close of Escrow subject to the limitations of this Agreement. C. AS -IS Sale. Except for Seller's representations and warranties set forth in Section 8, in entering into this Agreement (a) Buyer is relying, and will rely, solely upon its own inspection, investigation and analyses of the Property and all aspects thereof and is not relying in any way upon any representations or warranties of Seller or information or material furnished by or at the request of Seller, whether oral or written, express or implied, of any nature whatsoever, (b) Buyer will acquire the Property, if at all, "AS IS," in its condition existing at the Close of Escrow, and without representation, warranty or assurance by Seller as to any matter and (c) no patent or latent condition affecting the Property in any way, whether or not known or discoverable or hereafter discovered, shall affect Buyer's obligations contained in this Agreement, or shall give rise to any cause of action, whether for damages, rescission or otherwise, against Seller, its principals and/or any related parties. Without limiting the generality of the foregoing, Buyer waives the effect of any and all implied warranties in the Grant Deed and the Easement Deeds, statutory or otherwise, all of which are hereby disclaimed by Seller. Buyer shall indemnify, defend and hold Seller harmless from any loss, claim or damage (including without limitation reasonable attorneys' fees and costs of legal proceedings), arising out of any claim asserted by Buyer or any successor of Buyer based on any such implied warranties. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 115 2623063v1 d. Nonrecourse Parties. "Nonrecourse Parties" means, collectively, any direct or indirect affiliate, partner, shareholder, member, manager, officer, director, trustee, agent or employee of Seller or any of the foregoing named entities. Nonrecourse Parties shall not be liable in any manner or to any extent under or in connection with this Agreement or the Property, and neither Buyer nor any successor, assignee, partners, officer, director or employee of Buyer shall have any recourse to any assets of a Nonrecourse Party other than such party's interest (if any) in Seller to satisfy any liability, judgment or claim that may be obtained or made against any such Nonrecourse Party under this Agreement or in enforcement of any claims arising hereunder or related to this Agreement or the Subject Property Interests, and waives any claim against each of the Nonrecourse Parties, irrespective of the compliance or noncompliance now or in the future with any requirements relating to the limitation of liability of members or managers of limited liability companies, shareholders, officers or directors of corporations, general partners of a general partnership or limited partners of limited partnerships. The terms of this Section are a material consideration and inducement to Seller to enter into this Agreement and, but for the inclusion of such provision in this Agreement, Seller would not enter in to this Agreement. The limitation of liability provided in this Section is in addition to, and not in limitation of, any limitation on liability applicable to a Nonrecourse Party provided by law or by this Agreement or any other contract, agreement or instrument. This Section 12 will survive the Close of Escrow. 13. City/Buyer Remedies. a. On Seller Default. It shall be a default of Seller ("Seller Default") if Seller fails to perform any material act to be performed by Seller, or fails to refrain from performing any material prohibited act, prior to the Close of Escrow, where such failure is not cured by Seller within five (5) days after receipt by Seller of written notice by Buyer ("Buyer Default Notice"); provided, however, that if such failure is of such a nature that it cannot reasonably be cured within such five (5) day period, then, except as otherwise provided in this Agreement, a Seller Default shall not occur if Seller shall commence a cure within such five (5) day period and shall diligently pursue such cure to completion not later than the earlier to occur of (a) the Closing Date or (b) fifteen (15) days following receipt by Seller of the Buyer Default Notice. AS A MATERIAL PART OF SELLER'S CONSIDERATION, WITHOUT WHICH SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, BUYER HEREBY AGREES THAT BUYER'S SOLE AND ONLY REMEDIES FOR A SELLER DEFAULT SHALL BE (I) TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE DELIVERED TO SELLER AND ESCROW HOLDER NO LATER THAN THIRTY (30) DAYS FOLLOWING THE DATE ON WHICH BUYER HAS KNOWLEDGE OF THE ALLEGED SELLER DEFAULT GIVING RISE TO SUCH REMEDY TO TERMINATE THIS AGREEMENT IN WHICH CASE THE DEPOSIT SHALL BE PROMPTLY REFUNDED TO BUYER AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER (EXCEPT FOR THEIR RESPECTIVE INDEMNITY OBLIGATIONS AND OTHER OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT) OR (II) TO SEEK SPECIFIC PERFORMANCE; PROVIDED, HOWEVER, BUYER'S RIGHT TO SPECIFIC PERFORMANCE IS CONDITIONED ON THE FOLLOWING: (1) ESCROW HAS NOT BEEN CANCELED BY BUYER; (2) BUYER HAS PERFORMED OR TENDERED PERFORMANCE OF ALL OF ITS OBLIGATIONS SJD\ 30150-0002\ 768962.2 2/10/2022 Page 116 2623063v1 UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE DEPOSIT OF THE PURCHASE PRICE AND DOCUMENTS INTO ESCROW AND (3) BUYER FILES THE ACTION SEEKING SUCH SPECIFIC PERFORMANCE AND PERFECTS SERVICE ON SELLER IN SUCH ACTION NO LATER THAN FORTY-FIVE (45) DAYS FOLLOWING THE DATE ON WHICH BUYER HAS KNOWLEDGE OF THE ALLEGED SELLER DEFAULT GIVING RISE TO SUCH REMEDY. BUYER SHALL NOT BE ENTITLED TO CLAIM, ALLEGE OR RECEIVE ANY DIRECT, CONSEQUENTIAL, SPECIAL OR ANY OTHER DAMAGES IN CONNECTION WITH A SELLER DEFAULT WHETHER OCCURRING BEFORE OR AFTER THE CLOSE OF ESCROW, AND BUYER EXPRESSLY, INTENTIONALLY AND KNOWINGLY WAIVES ANY RIGHT TO SUCH DAMAGES. b. Limitation on Seller Liability. Notwithstanding anything to the contrary contained in this Agreement, after the Close of Escrow: (i) the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Buyer for any Seller Default and/or breach of any representation or warranty of Seller asserted by Buyer after the Close of Escrow ("Buyer Claim") shall, under no circumstances whatsoever exceed ten percent (10%) of the Purchase Price and (ii) Seller shall not be liable for any Buyer Claim, unless and until such Buyer Claim is for an aggregate amount in excess of five percent (5%) of the Purchase Price ("Floor Amount"). If a Buyer Claim is in excess of the Floor Amount, but a final judgment on such Buyer Claim is equal to or less than the Floor Amount, Seller shall have no liability in connection therewith. However, notwithstanding the foregoing or anything in this Agreement to the contrary, if prior to the Close of Escrow Buyer obtains actual knowledge or constructive knowledge, from any source that (1) any representation or warranty of Seller is not true or correct or (2) Seller has failed to perform any covenant and agreement under this Agreement (as applicable, a "Pre Closing Seller Default"), and Escrow actually closes notwithstanding such Pre -Closing Seller Default, Buyer shall be deemed to have waived and released Seller from any claims for such Pre -Closing Seller Default and shall not be entitled to commence any action of any kind against Seller due to such Pre -Closing Seller Default. The provisions of this Section shall survive the Close of Escrow. 14. Certain Definitions. a. The term "Hazardous Materials" will mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil SJD\ 30150-0002\ 768962.2 2/10/2022 Page 117 2623063v1 Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental Laws. b. The term "Environmental Laws" will mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on or prior to the Effective Date relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the Effective Date. 15. Evidence in Court Proceeding. The Parties agree that the total Purchase Price of $520,000.00 or any inference of per square foot value of the Subject Property Interests on said Purchase Price will not be admissible as evidence of the fair market value of the Subject Property Interests in any eminent domain or other proceeding or litigation concerning the Subject Property Interests, or any portion thereof. 16. Default. In the event of a breach or default under this Agreement by either City or Seller, the non -defaulting party will have, in addition to all rights available at law or equity but subject to the limitations of Section 13, the right to terminate this Agreement and the Escrow for the purchase and sale of the Subject Property Interests, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if City is the non -defaulting party, City will thereupon promptly receive a refund of all of the deposits it deposited with Escrow Holder, if any, less City's share of any escrow cancellation charges. 17. Special Possession and Use Provisions. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Subject Property Interests by the City, including the right to remove and dispose of improvements, if any, in the area of Subject Property Interests, shall commence on the date on which the City deposits the Purchase Price in Escrow ("Effective Date of Possession"). The Effective Date of Possession will be deemed the commencement date for purposes of the TCE Easement Deed and the termination date will be twenty-eight (28) months from said the Effective Date of Possession. a. Right to Withdraw Purchase Price. In consideration for Seller's irrevocable grant to City of possession and use of the Subject Property Interests as of the Effective Date, the SJD\ 30150-0002\ 768962.2 2/10/2022 Page 118 2623063v1 City will consent to Seller's withdrawal of the Purchase Price from Escrow. Seller will provide written notice to the City and Escrow Holder regarding its decision to withdraw the Purchase Price from Escrow and Escrow will provide to the Parties the date on which any portion of the Purchase Price is withdrawn. b. Potential Adoption of Resolution of Necessity. The City has informed Seller that based on the possession requirements and deadlines for right-of-way certification for Phase II, it may be necessary for the City Council to consider the adoption of a Resolution of Necessity to ensure that the City satisfies right-of-way certification requirements. Accordingly, the Parties agree and acknowledge that the City Council, in its sole discretion, may determine to adopt a Resolution of Necessity and file an eminent domain proceeding to acquire the Subject Property Interests or clear any encumbrances in accordance with applicable law. In such case, the withdrawal of the Purchase Price from Escrow by Seller shall constitute Seller's waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The City covenants that compensation in any such proceeding shall be not less than the Purchase Price. The payment and withdrawal from Escrow of any portion of the Purchase Price shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in any eminent domain proceeding filed by City to acquire the Subject Property Interests, or any portions thereof. C. Date of Valuation. The Parties agree that in any eminent domain proceeding filed by City to acquire the Subject Property Interests, or any portions thereof, the date of valuation for determining the amount of just compensation for the Subject Property Interests will be the date on which the City files the Complaint in Eminent Domain. d. Interest. If City files an eminent domain proceeding to acquire the Subject Property Interests, any compensation awarded in an eminent domain proceeding shall draw interest as prescribed by California Code of Civil Procedure Section 1268.310, et seq. Seller would be entitled to receive interest on any sum received as just compensation whether pursuant to this Agreement, a subsequent settlement or court judgment, beginning on the Effective Date of Possession and ending on the earliest of the dates as provided in Code of Civil Procedure Section 1268.320. The Parties, agree and acknowledge, however, that the interest on any portion of the Purchase Price that is withdrawn by Seller will end on the date on which Seller withdraws such portion from Escrow because Seller is entitled to use said funds on the date of withdrawal. e. Failure of City to File Eminent Domain Proceeding Within Six Months of Effective Date of Possession. If Escrow fails to close within six months of the Opening of Escrow and City fails to file an eminent domain proceeding within said six-month period, Seller shall be entitled to file an inverse condemnation proceeding in connection with the Subject Property Interests. City agrees that in any such inverse condemnation proceeding, the only issue shall be the amount of just compensation owed by City to Seller (which compensation shall be not less than the Purchase Price) and City shall not challenge liability. This provision, however, does not impact City's rights on the issue of liability for precondemnation damages or to dispute the entitlement of Seller to such damages in any such inverse condemnation proceeding. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 119 2623063v1 18. Notices. All notices and demands will be given in writing by personal delivery, certified mail, postage prepaid, and return receipt requested, or by Federal Express or other overnight carrier. Notices will be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with Federal Express or other overnight carrier. A copy of all notices will be sent to Escrow Holder. The Parties will address such notices as provided below or as may be amended by written notice: BUYER: City of Temecula 41000 Main Street Temecula, California 92590 Attention: Aaron Adams, City Manager COPY TO: Richards, Watson & Gershon 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Attention: Peter M. Thorson, City Attorney SELLER: Ynez Acres, a general partnership Ynez Acres II, a California general partnership 26755 Calle Maria Capistrano Beach, California 92624 COPY TO: Dzida, Carey & Steinman 3 Park Plaza, Suite 750 Irvine, California 92614 Attention: Steven J. Dzida, Esq. ESCROW First American Title Insurance Company HOLDER: One Ridgegate Drive Suite 225 Temecula, California 92590 Telephone No. 951.296.2948 Attention: Debbie Fritz, Escrow Officer Electronic Mail: dfritz@firstam.com 19. Broker Commissions. No brokers represented the Parties in connection with this transaction. Seller will be solely responsible for the payment of any and all broker's commissions or similar compensation due to any broker representing Seller, if any, and Seller will defend, indemnify and hold the City harmless from and against any and all claims for any broker's commissions or similar compensation that may be payable to any broker claiming it represented Seller in connection with this transaction. Each party will defend, indemnify and hold harmless the other party from and against all claims of any agent, broker, finder or other similar party based upon such party's own acts in connection with this transaction. The provisions of this Section 19 will survive the Close of Escrow. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 120 2623063v1 20. Miscellaneous. a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both City and Seller and deposited with Escrow Holder. b. Attorneys' Fees. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses. C. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. d. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered. e. Time of the Essence. Time is of the essence of this Agreement. f. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California. g. Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. h. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. i. Authori . of Ci . Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Certificate of Acceptance, escrow documents, and any such documents or instruments that are necessary to effect the transfer of property interests contemplated herein. SJD\ 30150-0002\ 768962.2 2/10/2022 Page 121 2623063v1 j. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. k. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. 1. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. M. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference. n. Assignment. Buyer shall not voluntarily or by operation of law assign, transfer or encumber any right, interest or obligation under this Agreement without Seller's express prior written consent, which consent may be granted or withheld by Seller in its sole discretion. The Parties acknowledge, however, that the City intends to transfer to Caltrans the City's interest in the Subject Fee Properties and the Footing Easements after it completes the construction of Phase II and that no further consent is required from Seller for said transfer. o. Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days and all references to times of day shall mean California time. In the event that the final date ("Performance Date") for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday or holiday on which banks in California are not required to be open for business, such payment may be made or act performed on the next succeeding business day. All time periods for performance shall be deemed to have expired at 5:00 p.m. on the applicable Performance Date Signatures on following page SJD\ 30150-0002\ 768962.2 2/10/2022 Page 122 2623063v1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below. SELLER Ynez Acres, a general partnership Dated: 6 ' By - Dated: Z - I LA ' -�v Z Z Title: �7e (n 4194 0A iS , h L , 0 Ynez Acres II, a California general partnership Title: Gey\t4. �yq C �-- 0 Dated: BUYER City of Temecula, a municipal corporation Aaron Adams, City Manager ATTEST: go Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney SJD\ 30150-0002\ 768962.2 2/10/2022 Page 124 2623063v1 order No: 9201083 9-920-CMM-CM& Exhibit "A" (Legal Description of Property) EXHIBIT "X' ALL THAT CERTAIN REAL. PROPERTY SITUATED IN THE CITY OF TEMECUL.A, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: (APNS: 910-271-005 and 910-271-006) PARCELS 3 AND 4 OF PARCEL MAP NO. 27239, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 183, PAGES 79 AND 80, OF PARCEL MAPS, RECORDS OF RIVERSIDE C IU TTY, CALIFORNIA. EXCEPTING UVTO KAISER DEVFLOPM= COMPANY ITS SUCCESSORS AND ASSIGNS, TOGETHER Tb'TIH THE RIGHT OT GRANT TO OTHERS ALL MLVERAL OIL AND GAS RIGHTS BELOW THE DEPTH OF 500 FEET BELOW THE .SURFACE OF SAID LAND V=OUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN GR iT RECORDED ]UNE 29, 1988 AS INSTRUMI-TT NO. 1988-180337, OF DEED PARCEL 2: (APN: 910-271-002} THOSE PORTIONS OF PARCEL 2 AND PARCEL 3, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BOOK_135 PAGES 85 AND 86, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL. 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF WAY OF YNEZ ROAD, 1W-M FEET WIDE, AS SHOWN ON PARCEL MAP 19677; A� THENCE NORTHESTEILY ALONG SAID RIGHT OF WAY NORTH 41' 5I' 27" VEST 67.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1725_00 FEET. THENCE NORTHWESTERLY ALONG SAID CURATE THROUGH A CENTRAL ANGLE OF 12` 29' 20" AND AN ARC LENGTH OF 3 7b_00 FEET TO THE `TRUE POINT OF BEGINNNG"; THENCE LEAVING SAID CURVE SOUTH 62' 20' 59' NEST, 717.63 FEET; TO A POINT ON THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SAID POINT ALSO BEING A POINT ON THE NORTHEASTERLY RIGHT OF WAY OF INTER -STATE 15, THENCE NORTHV4'FSTERLY ALONG SAID SOUTHWESTERLY BOUVDARY NORTH 47 44' 45': WEST, 11.99 FEET; THENCE NORTH 28' 06' 37' WEST, 3M-01 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2; THENCE NORTH 51' 04' 05" EAST, 789.03 FEET TO THE 17TTE ECTION WITH THE WESTERLY SIDELINE OF YNEZ ROAD, SAID INTERSECTION BEING A POINT ON A CURVE, CONCAVE TO THE EAST AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO WHICH BEARS SOUTH 76° 13' 58" WEST; THENCE SOUTHEASTERLY ALONG SAID WESTERLY SIDELINE OF YNEZ ROAD AN ARE DISTANCE OF 469.71 FEET THROUGH A CENTRAL ANGLE OF 15' 36 ` OW'TO THE "TRUE POL'4T OF BEGINNING' - SAID DESCRIPTION IS MADE PURSUANT TO W-AnED PARCEL MAP NO. 21925 AND LOT LINE ADJUSTMENT NO. 2785 AS EVIDENCED BY GRANT DEEDS RECORDED JANUARY 27, 1989 AS INSTRUMENT NOS. 1989-27790 AND 1989-27791 AND GRANT DEED RECORDED MAY 17, 1990 AS INSTRUMENT NO. 19N-181869_ ALL. OF OFFICIAL RECORDS. PARCEL 3: AN EASEMENT FOR ACCESS PURPOSES OVER DRI4TWA.YS AND AN EASEMENT FOR PARYING V'II'HIN PA=G SPACES OLTR PORTIONS OF WAIVED PARCEL MAP 21925; THAT PORTION OF PARCEL 2, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BOOK _135_PAGES _85 AND 86, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF RAY OF Y1~TEZ ROAD, 1 N_00 FEET WIDE, A , SHOWN ON SAID PARCEL MAP I M77; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41' 5 Y 27 WEST, 67.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1725A0 FEET; SJD\ 30150-0002\ 768962.2 2/10/2022 Page 125 2623063v1 Order No: 92010839-920-CMM-CM8 THENCE NORTHR'E.STERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE. OF 12` 29' 20" AND AN ARC LENGTH OF 3 76.40 FEET TO THE TRUE POINT OF BEGINNING"; THENCE LEAVING SAID CURL'E. SOUTH 62` 20' 59F WEST, 698.00 FEET; THENCE SOUTH 52' 05' 39" EAST, 60.42 FEET; THENCE NORTH 62' 20' 59' EAST, 180.00 FEET; THENCE NORTH 27 39' 01' WEST, 25.00 FEET; THENCE NORTH 32' 12' 30' EAST, 35.85 FEET; THENCE NORTH 62' 20' 59' EAST, 73.00 FEET; THENCE S01.7- F 83' 16' 12" EAST, 23.02 FEET; THENCE NORTH 62' 20' 59' EAST, 37093 FEET TO A POLhTT, SAID BEL`TG A POINT ON A TON -TANGENT CURVE CONCAVE. EASTERLY AND HAVING A. RADIUS OF 1725.00 FEET, A RADIAL TO SAID POM BEARS SOUTH 59' 48' 02" R'EST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ,ANGLE OF 00° 49' 51' AND AN ARC LENGTH OF 25.02 FEET TO THE 'TRUE POINT OF BEGRTNNGF. Assessor's Ru-cel Nimiber: 910-271-00 , 910-271-00-5 and 910=271-006 SJD\ 30150-0002\ 768962.2 2/10/2022 Page 126 2623063v1 Exhibit `B" (Description of BRE 26021 Easement Area) SJD\ 30150-0002\ 768962.2 2/10/2022 = ' Recording Requested By First Ameri"n Vile Insurance Company RECORDING REQUESTED BY: J AND WHEN RECORDED RETURN TO: =YNEZ Ac;riES-11_ '25792 OI1Ai0 i2D EMISSION VIEJO, CA 92691 MAIL TAX STATEMENTS TO: BAH+ AS 4"1e�"------- a (Above Space Above For Recorder's Usc Only) "I r GRANT .D) ED Documentary transfer ax is �� 5 () computed on I value of property conveyed, or () computed on f6li'valpe, less value of liens and encumbrances remaining at time of sale, Signature of declarant or agent determining tax FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, MIDDLESEX DEVELOPMENT CORPORATION, a California corporation, hereby GRANTS to YNEZ ACRES 11, a California general partnership, the following described real property in the City of Temecula, County of Riverside, State of California: See i ' " " attached hereto and incorForated herein by this reference. Subject to all matters of record or apparent. 9432 0WT.SDI /C I9934K 4/11.16.9.1/dmf a w Ln Order: 92010839 Page 1 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 IN %vITNESS WHEREOF, the undersigned grantor has caused this Grint Deed to be executed as of the _ day of November, 1994, 14i1DDLf:SEX DE`IEI CORPORATION, a C By: ---� Name: Title: STATE OF _,I rN irsr-n ? ss M.M COUNTY OFron AawC— '� 7'jvtz-1 t.-- , bcfar e, a Notary PLtblir. in and for said state, personal y appeared personalty known to me (or proved to me on the basis ot'satisfactory evidence) to a the person whose name -- is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the inssttru ent, VVITNESS my hand and official( otary Pu lie in and for said State r J. IN, AFab, .2. Order: 92010839 Doc: RV:1994 00455103 Page 2 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM F�CHInIT "(IL" LEGAL DES!CRIPTION CIF RF.,A1, PROPERTY It THOSE PORTIONS OF PARCEL 2 AND PARCEL 3, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BGOR 135 PAGES 85 An 96, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: C014MENCING AT THE MOST EASTERLY CORNER OF SAID PARCEL 2, SAID POI21T ALSO LIES ON THE WESTERLY RIGHT OF WA_ OF YNEZ ROAD, 100.00 FEET WIDE, AS SHOWN ON SAID PARCEL MAP 19677; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41 DEGREES 51' - 27" WEST 67.00 FEET TO THE BEGINNING OF A TAQNGEMT CURVE, CONCAVE NORTHEASTERLY AND IIAVIN►, A :RADIUS OF 1725.00 FEET) THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12 a DEGREES 29' 20" AkM A224 ARC LENGTH OF 376.00 FEET TO THE "TRUE POINT dP BEGINNINa"; THENCE. LEAVING SAID CURVE SOUTH 6.7 DEGREES 20' 59" WEST, 717.63 _ FEET; TO A POINT. ON THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SAID POINT ALSO BEING A POINT ON THE. NORTHEASTERLY RIGHT OF WAY OF 114TERS'TATE 15 ) THENCE NORTHWESTERLY ALONG SAID SOUTH ZSTERLY BOUNDARY NORTH 47 DEGREES 44' 4S" WEST, 11.99 FEET; THENCE NORTH 28 DEGREES 05' 37" WEST, 300.01 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2; THENCE NORT11 51 DEGREES 04' 05" EAST, 709.0.3 FEET TO THE INTERSECTION WITH THE WESTERLY SIDELINE OF YNEZ ROAD, SAID . INTERSECTION BEING A POINT ON A CURVE, CONCAVE TO THE EAST AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO WHICH 132ARS SOUTH 76 a DEGREES .13' SO" WEST; THENCE SOUTHEASTERLY ALONG SAID WESTERJ,Y SYDELINZ OF YNEZ ROAD AN ARC DISTANCE OF 469.71 FEET THROUGH A CENTRAL ANGLE OF 15 DEGREES 36' 04" TO TEE "TRUE POINT OF BCGINNIN's . „► fib"_ Pogo 1 of 3 '�; �.,,�4� at0'1'.61.111�`r�,•'t+19i1� 4d�a1-i6•A41dm�t n U m :- �A.p Order: 92010839 Page 3 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 l TOGETHER WITH THE FOLLOWING EASEMENT: AN EASEMENT FOR ACCESS PURPOSES OVER DRXVEWAYS AM AN EASEMENT FOR PARKING WITHIN PJIRFING SPACES OVER PORTIONS OF WAIVED PA14CEL fW 21925 DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL 2, AS SHOWN BY PARCEL MAP 19677, ON FILE IN HOOK 135 PAGES 65 AND 86, OF PARCEL MAP11, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE MUST EASTERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF WAY OF YNEZ ROAD, 100.00 FEET WIDE, AS SHOWN ON SAID PARCEL MAP 19677; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41 DZaRLES 51' 27" WEST, 67.00 FEET TO THE BEGINNING OF A TANGENT' CURVE, CONCAVE NORTHEASTERLY AND IIAVING A RADIUS OF 1725.00 FEET; THENCE PIORTRWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 29' 20" AND AN ARC LENGTH OF 376,00 FEET TO THE "TRUE POINT OF BEGINNING"; THENCE LEAVING SAID CURVE SOUTH 62 DEGREES 20' 59" WEST, 698.00 FEET; THENCE SOUTIT 52 DEGREES 05' 33" CAST, 60.42 PEST; THENCE NORTH 62 DEGREE:' 20' 59N EAST, 180.00 FLETi THENCE NORTH 27 DEGRERG 39' D1" WEST, 25.00 FEET; THENCE NORTH 32 DEGREES 12' 30" EAST, 35.85 FEET; nrENCE NORTH 62 DEGREES 20' 59" E%ST, 73,00 FEET; THENCE SOLMI 83 DCOREES 16' 12" FAST, 23.02 FEET; THENCE NORTH G2 DEGREES 20' 5°N EAST, 370.93 FEET TO A POINT, SAID BEING A POINT ON A NOW-TANOENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 59 DEGREES 40' 02• 1+IEST; THENCE NORTHERLY ALONG SAID CURVZP THROUGH A CEITTRAL ANGLE OF 00 DEGREES 49' 51" AND AM ARC LENGTH OF 25.02 FEET TO THE "TRUE POINT OF BEGINNING". 9y3S400T.8D110E+SJC i 4�3-�+li �•1b�9AJ�on[ L'Y/'[.Yrtf Fn MA" Pop 3of3 Order: 92010839 Page 4 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 M PXSERVING UNTO GRANTOR THE FOLLOWING EASEMENT: An easement for access purposes over driveways and an easement for parking within parking spaces over portions of Parcel 2 )f Waived Parcel Map 21925. State OF Cidif0mia, That portion rd d Parcel ooParcel, s 85 andln the County of 96 of Parcel Maps, n the,Office of the County as per map recorded � Recorder of said County, described as follows: Beginning at the most (Easterly corner of said Parcel 2, said point also lies on the Westerly right of way of Ynex Road, 100,00 feet wide, as shown on said Parcel Map 19677, thence Northwesterly on f and having aNorth lradiu's of 1,725.00 feetest 67.00 ; the beginning of tangent curve, concave Northeasterly thence Northwesterly on said curve through a central angle of 12° 29' 20" and an arc length of 376.00 feet to the true point of beginning; thence leaving said curve South 62" 20' 59" West 69a,00 feet; thence North 271 39'0t" West 20,00 feet; thence North 44149' 27" East 39,85 feet, thence North 62120' 59" Bast 203,00 feet; thence South 27' 39' 01" East 20,00 feet; thence South 62120' 59" East 42.00 feet; thence North 46' t4' 11" East 46.84 feet; thence North fat" 10' 59" East 369.43 feet to a point, said point being a point on a non -tangent curve concave Easterly and having a radius of 1,725,00 feet, a radial to said corner bears South 61" 27' 43" West; thence Southerly on said curve through a central angle of 000 49' S0" and an are length of 25.01 feet to the true point of beginning. Page 3 of 3 9432ONT SP I /CDS1C 1993-OW 11.16-941dmf Order: 92010839 Page 5 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 L Order: 92010839 Page 6 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 i _7 n r i A ■ k MT Order: 92010839 Page 7 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103 Exhibit "C-1" Legal Description of 2,240 Square Foot Fee Area (Caltrans Parcel 24616-1, Portions of APN 910-271-002) EXHIBIT "A" LEGAL DESCRIPTION That portion of land described in Grant Deed recorded December 5, 1994 as Instrument No_ 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 133 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63`31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54° West 934 93 feet to the POINT OF BEGINNING of said LINE 'A:' - thence departing said northwesterly line South 28°40'57° East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239, thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29'26'03A East 454.52 feet to the southwesterly comer of Parcel 4 of said Parcel Map No_ 27239; thence departing said right of way South 30°4746" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45" West 479.92 feet in said deed, said terminus bears North 47`44'29" West 431.95feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 fled in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 2,240 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances_ 48-Riv-15-PM G.8 112 SJD\ 30150-0002\ 768962.2 2/10/2022 EXHIBIT "A" LEGAL DESCRIPTION This real property descnphon has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature= Professional Land Surveyor Date: September 14, 2021 08-Riv- I5-PM 6.8 EXP. 12/31 / -1 2J2 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-2" Legal Description of 8,142 Square Foot Fee Area (Caltrans Parcel 24617-1, Portions of APN 910-271-005) EXHIBIT "A" LEGAL DESCRIPTION That portion of Parcel 3 and Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of Califomia, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying southwesterly of the following described LINE "A"= COMMENCING at the northerly most comer of Parcel Map Na. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46AE 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31' 54" West 934.93 feet to the POINT OF BEGINNING of said LINE `X-1 thence departing said northwesterly line South 28°4D'5T' East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239, thence along said southeasterly line South 63°31'57A West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'D3'° East 454.52 feet to the southwesterly comerof Parcel 4 of said Parcel Map No_ 27239; thence departing said right of way South 30AT46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A'° in the most northeasterly line of Parcel 1 of grant deed to the State of Califomia recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45° West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle pointof said northeasterly line as shown on Parcel Map No_ 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 8,142 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway_ This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRAINTO R's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1963, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances_ 08-Riv-15-PM 7_0 112 SJD\ 30150-0002\ 768962.2 2/10/2022 1:11=f � Illlif�W LEGAL DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: /:71`� Professional Land Surveyor Date: September 14, 2021 08-Riv-15-PM 7.0 2!2 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-3" Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2, Portions of APN 910-271-002) EXH1Brr "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "AA: COMMENCING at the northerly most comer of Parcel Map No. 21239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office cf the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46AE t349.87feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.03 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28'40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57' West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29"26'03A East 223.13 feet; thence departing said right of way North 62'08'09'East 10.00 feet; thence South 29°26'03' East 231.00 feet; thence South 30'47'46" East 37B.24 feet to the POINT OF TERMIN US of said LINE "AA in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1074 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47"44'45'° West 479.02 feet in said deed, said terminus bears North 47°44'29" West 397.64 feet along said northeasterly line from the southeasterly angle paint of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages B5 and B6, in said Office of the County Recorder. Containing 3,127 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act_ Signature: Professional Land Surveyor Date: September 14, 2021 08-Rn+-15-PM 6.8 AL *NDV-1 I EXP. 12/31 /21 x ill SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-4" Legal Description of 2,304 Square Foot Footing Easement (Caltrans Parcel 24617-2, Portions of APN 910-271-006) EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying northeasterly of the freeway and southwesterly of the following described LINE "Au: COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comerbeing the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63"31'46'E 849.87 feet) of Parcel Map No. 36336filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63'3154A West 934.93 feet to the POINT OF BEGINNING of said LINE 'N'- thence departing said northwesterly line South 28'40'57° East 318.23 feet to the southeasterly fine of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63"31'57" Vlest 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'03" East 223.13 feet, thence departing said right of way North 6708'09'East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30'47'46A East 378.24 feet to the POINT OF TERMINUS of said LINE "A° in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45A West 479.92 feet in said deed, said terminus bears North 47'44'29° West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 2,304 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act LAN p s Signature Professional Land Surveyor � � EXP. 12/31 /21 T Date: September 14, 2021 ` c 08-Riv- 15-PM 6.9 111 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-5" Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616-3, Portions of APN 910-271-002) EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows: COMMENCING atthe southwesterly comer of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said Couno; thence along the southeasterly line cf said Parcel 4 North 51°04'12' East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51"04'12° East, 10.14 feet; thence departing said southeasterly line South 2926'03" East 3.11 feet; thence South 30°4746' East, 312.57 feet to the southeasterly line of land per said Grant Deed; thence along the southeasterly line of said land South 62°20'56A West, 10.02 feet; thence departing said southeasterly line North 30"47'46" West, 312.13 feet, thence North 29°26'03' West 1.55` to the POINT OF BEGINNING_ Containing 3,147 square feet, more or less_ The bearings and distances used in the above description are based an the California Coordinate System of 1983, Zene 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in ccinform ance with the Professional Land Surveyor's Act. Signature: fte4� A Professional Land Surveyor Date: September 14, 2021 08-Riv-15-PM 6.8 1/1 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-6" Legal Description of 4,615 Square Foot Temporary Construction Easement (Caltrans Parcel 24617-3, Portions of APN 910-271-006) EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Parcel 4 of Parcel Map No_ 27239 in the City of Temecula. County of Riverside, State of Cal ifomia, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows: COMMENCING at the southwesterly corner of said Parcei 4; thence along the southeasterly line of said Parcel 4 North 51'04'12' East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51°04'12" East, 10.14 feet; thence departing said southeasterly line North 29"26'03'° West, 237.50 Beet; thence South 62°u8'09" West 10.00 feet; thence North 29°26'03" West 212.89 Beet to the northwesterty line of said Parcel 4, thence along said nortInwesterty line South 63031'57" West, 10.01 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09'° East 10.00 feet; thence South 29026'03" East 229.44 feet to the POINT OF BEGINNING. Containing 4,615 square feet, more or less. The bearingsand distances used in the above description are based on the California Coordinate S� stem of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act_ 1-AND Signature: ProfessionEd Land Surveyor EXP_ 12f31f21 Date. September 14„ 2021 08-Riv-1E�-PM 6.9 1}1 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-7" Legal Description of 600 Square Foot Temporary Construction Easement (Caltrans Parcel 24617-4, Portions of APN 910-271-005) EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Parcel 3 of Parcel Map No_ 27239 in the City of Temecula, County of Riverside, State of Cal ifomia, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Of lice of the County Recorder of said County, described as follows: COMMENCING at the northwesterly comer of said Parcel 3; thence along the northerly line of said Parcel 3 North 63'31'54" East, 27.70 feet; thence South 28°40'57" East, 107.79 feet to the POINT OF BEGINNING; thence continuing South 28°40'57" East, 30.00 feet; thence North 61"19'03'East, 20.00 feet; thence North 28°40'57" West, 30.00 feet; thence South 61a19'03" West, 20.00 feet to the POINT OF BEGINNING. Containing 600 square feet, more or less_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature: � Professional Land Surveyor Date: September 14, 2021 08-Riv-1 -PM 7_0 1I1 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-8" Legal Description of 500 Square Foot Footing Easement (Caltrans Parcel 25216-2) Dominant estate interest in 1 SF portion of Caltrans Parcel 25216-2 on APN 910-281-001 EXHIBIT "A" LEGAL QESCRIPMON An easement for footing purposes in and to that portion of land descrl bed in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE `A"_ COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 163 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63-31'46"E 849.87 feet) of Parcel Map No_ 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder, thence along the northwesterly line of said Parcel Map No_ 27239 South 63031'54" West 934.93 feet to the POINT OF BEGil NNING of said LINE "A'; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63°31 '57" West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'03" East 223.13 fleet; thence departing said right of way North 62008'09'East 10A0 feet; thence South 29026'03" East 231.00 feet; thence South 3004746" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'46" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 500 square feet, more or less_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: Professional Land Surveyor Date: September 14, 2021 08-Riv-16-Pf416-8 1}t SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "C-9" Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216-3) Dominant estate interest in 152 SF portion of Caltrans Parcel 25216-3 on APN 910-281-001 EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in PARCEL Ain Grant Deed recorded September27, 2018, Document No. 2DlM386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows: COMMENCING at the southwesterly comer of Parcel 4 of Parcel Map No_ 27239 filed in Book 163 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51'04'12" East, 20.26 feet; thence departing said Southeasterly line South 29'26'QX East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 30"4746" East 98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47'44'29" West 34.31 feet, thence departing said right of way North 30°4746" West 66.11 feet to said northwesterly line of PARCEL A, thence along said northwesterly line North 62°20'56" East 10.02 feet to the POINT DF BEGINNING. Containing 822 square feet, more or less_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: Professional Land Surveyor Date. September 14, 2021 08-Riv-15-PM 6.8 1I1 SJD\ 30150-0002\ 768962.2 2/10/2022 Exhibit "D" Rough Depiction of Caltrans Parcels 24616-1 (see page B-2), 24616-2, and 24616-3 on APN 910-271-002; Caltrans Parcels 24617-1, 24617-2, 24617-3, and 24617-4 (see Page B-3) on APNs 910-271-005 and 910-271-006 -- 360 1 2 3 4 35 G 7 8- 9 370 68.53" .7 "CD2" N 27 51+21 yy 3 N 3233.19 W l� 70.2E Rr CDz 378+20.76 381+21.70 3233.19' -L-� 84.00' RT CD2" ° 50.04'� 388+92.52 FXI 3 9 38C I- 2 3 �4-ti 2 ,W- fi17-1 r 6 1149.9* 12�1553 N 28°07"19" W 299.94 f�159 -- — 31 a,�L _ --�--� MITT 7 Cr J/ ' 107.79' 4E16-3 TC +-_ -No-- 710FI,0-0,�o T 17-3 T i'--PROPOSED�ILL l I -\ 1 I� _9 R/W i 9 ! I D' Tc � - - �YING � } p' FDCTING _ �I I N `- _ _' EASEMENT - - -- � 21 I-20' REDtEAS® N II�- 24f17-2 --�n==��t�- C DIRT ROAD N I i 385+D74 30 CD2" �N + 9. PAR I N >� 91 0-271 -005 �` ! ACCESS AND PARKING I N38° 56'26"W �- PAR 4 m EASEMENT PER INSTR. 32.94' 910-271-006 9°1 z 2 \ REC. 5/17/1990 AS o 0 4 DDC. NO. 181869 ❑. R. a° N 26°27'73" W 36L2fl'--1--^-�ti 17 i 1 N 2E°26'59" W` 317.99' 1 hI yyr r]r 1 = N 15 1559 ----= 1547 I F------ 1541 I \COMPL. NO. 2259 PARCEL MAP 219Z5) EC850112717969 D.R. c/L olRr Rona I I REC. 511711990 D.R. PAR 5 l l PAR 2 I! I l� 910-271-007LI ¢ I 1 e j M I I A P/L POR'S PAR 2 & PAR 3 5� 910-271-OD2 w I I w w 1 I. 1 5' j �I ! n=15°35'56" o I R=}724.86, 49 PAR 6 L=469.60� f 910-271-005 x ? L I 1544 —`1.. i , (N 8 e°r3. 3" 1 5'08" �1 :�~ 3p. 81 13, s, C' R 674 1 s4 (C.285 T4" RED ] £ PAR ] B 6` � rs° jYN�� �D L c Lse es h cR 00. 886,k1j rob D� GU h Bq ``"dAvT 151 PARCEL# TITLE OWE GRANTOR AREAS (square feet or as noted) REMARKS TOTAL RE7QUIRED [UF1 EXCESS [UF1 REMAINCER 25216-1 F BRE 26201 iNEZ OWNER 320.131 177 119.954 PARTIAL TAKE IN FEE 25216-2 E BRE 26201 YNEZ OWNER 500 FOOTING EASEMENT 25216-3 TEE BRE 26201 YNEZ OWNER 022 TEMPORARY CONSTRUCTION EASEMENT 24616-1 F YNE7 APES I[ 203.501 2,240 201,261 P6RT[AL TAKE IN FEE 24616-2 E YAE7 42RES I[ 3,127 FOOTING EASEMENT 2461E-3 TEE YNEZ ACRES I[ 3,147 TEMPORARY CONSTRUCTION EASE6ENT 24617-1 F YNEZ ACRES 3E7,027 0,142 3TS,8E5 PARTIAL TAKE IN FEE 24617-2 E YNE2 ACRES 2,304 FOOTING EASEMENT 24617-3 T. YNEZ ACRES 4,615 TEMPORARY CONSTRUCTION EASDENT 24617-4 TCE YNEZ ACRES 600 TEMPORARY CONSTRUCTION EASE -ENT SJD\ 30150-0002\ 768962.2 2/10/2022 B- 1 Depiction of Dominant Estate Interest in Portions of Caltrans Parcels 25216-2 and 25216-3 Seller has Dominant Estate Interest in an approximate 1 square foot portion of Caltrans Parcel 25216-2, which is a total of 500 square feet in size, and in an approximate 152 square foot portion of Caltrans Parcel 25216-3, which is a total of 822 square feet in size. Caltrans Parcels 25216-2 and 25216-3 on BRE 26201 Parcel Detail of Caltrans Parcels 25216-2 and 25216-3 (Note 25216-1 is fee interest in BRE 26201 Parcel, which does not overlap access and parking easement 3 4 375 6 7 8 72.46' RT "CD2"- - - - 378+09.38 84.21' RT "CD2" / 1539 — — — — — — — - 377+75.38 EXIST R/W A19. / 2 5 21 6 -1 29. W q3N•95 7-I- N A7° AA 82.96' RT "C62'I' / 378+09.19 / 55' —1 6- / Oj A'l g °♦ g�'� w 35° 1538 SEE DETAIL 'B'-`� 153 � I/ Ab, � 60.09' THIS SHEET 1N 1s°oo'39" w(R1 `� I Al I��N 3A 31� 33.84w CITY OF TFD'IFCULA � 1 3� F1�J1� I J \ �3A °— 66 ° 1 1 — - - �- APPROX. 15' WIDE CERT. OF 1 1 SEWER EASEMENT PER (& WAIVER OF / — \ INSTR. REC MAY 16, 1991 LLA NO. 1 Iz AS DOC. NO. 163366 O.R. INSTR. 4#27790 & 277911 I 7 1 7 ° 4 2' o i� �1m INSTR. #1878591 25216-3 TCE S 62 20 56 W POR PAR 2 'p„ �0 1w A ° 910-281-001 1`D� Detail of Caltrans Parcels 24616-1, 24616-2, and 24616-3 on APN 910-271-002 (located adjacent to BRE 26201 Parcel) _ - ! FOR EXISTING EASEMENT IN SEE PLAN VIEW AND DETAIL B1" FOR 25 -THIS AREA SEE DETAIL "B1" EXISTING EASEMENT LOCATIONS N / 12.04' / 96/%1200 1 EXIST R/W i A4 g1 24�93,5'��5g' .�TT� TTTf TIT T7T7• llT� ITTF ITTr 299.94' __ 1_�40� 2 10.50' _ _ _ _ 311.70' - {N 33 84' - _ - ----- ---- --- 345.54'-- ------ - N 30°47'46' W-�'------- 3� -o ---- 312.13' _ -- 378 24'� \ A. -_ 66. 7'4 W - -- - 312.57' 3 410.94' 10' FOOTING 3.11' 98.3��7.42' o o N 30°47'46° W-24616-3 T 10' TEMPORARY EASEMENT PROPOSED 24616-2 CONSTRUCTION EASEMENT _ R/W - - - -- ---- ------ SJD\ 30150-0002\ 768962.2 2/10/2022 B-2 Detail of Caltrans Parcels 24617-2, 24617-3, and 24617-4 on APNs 910-271-005, and 910-271-006 ---oe——--------- 10' TEMPORARY _ � o 10' TEMPORARY 70 FOOTING CONSTRUCTION EASEMENT 24617-1 CONSTPUCTION EASEMENT 2gg17-2 N 29°26'03" W z EASEMENT 1149.91' EX15T R/W 1553� �� - 2i'>•TT 231 .39' 223.13' _ 1 - ---- _ _ _ _229.44' --- ----- N 29----' W 231 .00 10.C1' 212.69N 23.52' / 1� N 29°26'03' W �10.00' --_ - -- ------237.50'--------- N 29°26'03 W 240.61 ° N 62 08'09' E 262.97E f17TITRTTI� 63°31'S7' 1 788.63 N51°04'12"E DETAIL B" n -A NO SCALE — 24617-1 N28°40'57"W _ O 30.00' N28"40'57" 107.79'-4-- N 61'19'06" E-= N 61°19'03" E l 20.00' --- 20.0o' 24617-4 TC � N28°40'57"VJ DETAIL C 30.00' SCALD 1" = 50' SJD\ 30150-0002\ 768962.2 2/10/2022 B-3 Exhibit "E" Form of Grant Deeds SJD\ 30150-0002\ 768962.2 2/10/2022 RECORDING REQUESTED BY When Recorded Mail To THE CITY OF TEMECULA 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of The State of California, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-002 GRANT DEED (CORPORATION) Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 6.8 Dated this day of , 20_ YNEZ ACRES II, a California general partnership NAME: ITS: BY NAME: ITS: BY NAME: ITS: BY NAME: ITS: 08-Riv-15-PM 6.8 Number EXHIBIT "A" LEGAL DESCRIPTION That portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 454.52 feet to the southwesterly corner of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30°47'46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 2,240 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. 08-Riv-15-PM 6.8 1/2 EXHIBIT "A" LEGAL DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: � ���� ANOy��S' Professional Land Surveyor o Date: September 14, 2021 12/31 /21 %,EXP. � �N� TF OF CAO- 11 08-Riv-15-PM 6.8 2/2 ACKNOWLEDGEMENT 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, , 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) 08-Riv-15-PM 6.8 CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF GRANT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-002) This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: am Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-005 GRANT DEED (COORPORATION) Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 7.0 YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 7.0 Dated this day of , 20_ YNEZ ACRES, a general partnership BY NAME: ITS: BY: NAME: ITS 08-Riv-15-PM 7.0 Number EXHIBIT "A" LEGAL DESCRIPTION That portion of Parcel 3 and Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 454.52 feet to the southwesterly corner of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30°47'46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 8,142 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. 08-Riv-15-PM 7.0 1/2 EXHIBIT "A" LEGAL DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: � AN°ti Professional Land Surveyor ��'��PF 4 o - g F� 3 Date: September 14, 2021 EXP. 12/31 /21 08-Riv-15-PM 7.0 2/2 ACKNOWLEDGEMENT 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, , 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) 08-Riv-15-PM 7.0 CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF GRANT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-005) This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager Exhibit "F" Form of Easement Deeds SJD\ 30150-0002\ 768962.2 2/10/2022 RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the city of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-002 FOOTING EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, an easement for footing, upon, over, under and across that real property in City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 6.8 Dated this day of , 20_ YNEZ ACRES II, a California general partnership BY: NAME: ITS: BY: NAME: ITS: Number 08-Riv-15-PM 6.8 EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 3,127 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: Professional Land Surveyor Date: September 14, 2021 I- ANDy o EXP. 12/31 /21 08-Riv-15-PM 6.8 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.8 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-002) This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-006 FOOTING EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.9 YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, an easement for Footing, upon, over and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED 08-Riv-15-PM 6.9 Dated this day of , 20_ YNEZ ACRES, a general partnership m NAME: ITS BY: NAME: ITS: 08-Riv-15-PM 6.9 Number EXHIBIT "A" LEGAL DESCRIPTION An easement for footing purposes in and to that portion of Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying northeasterly of the freeway and southwesterly of the following described LINE "A": COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder. Containing 2,304 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act LAND A. o g F� 13 Signature: " Professional Land Surveyor EXP. 12/31 /21 �T9T No . 73 Date: September 14, 2021 F of CPA-M 08-Riv-15-PM 6.9 1/1 ACKNOWLEDGEMENT 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, , 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) 08-Riv-15-PM 6.9 CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-006) This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation an Aaron Adams, City Manager Exhibit "G" Form of Temporary Construction Easement Deeds SJD\ 30150-0002\ 768962.2 2/10/2022 RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-002 TEMPORARY CONSTRUCTION EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.8 YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED It is understood and agreed that included in the purchase price per the Purchase and Sale agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on and terminate on (Expiration Date). Grantors shall be provided at least 30 (thirty) days advance written notice before any entry on Grantor's property, and, unless extended, the TCE shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no longer needs the Temporary Construction Easement, or (b) twenty-eight (28) months from the commencement date of the Temporary Construction Easement ("Expiration Date"). The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 6.8 Number IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below. Dated this day of 20 YNEZ ACRES Il, a California general partnership BY: NAME: ITS: BY: NAME: ITS: 08-Riv-15-PM 6.8 EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows: COMMENCING at the southwesterly corner of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51 °04'12" East, 10.14 feet; thence departing said southeasterly line South 29°26'03" East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the southeasterly line of land per said Grant Deed; thence along the southeasterly line of said land South 62°20'56" West, 10.02 feet; thence departing said southeasterly line North 30°47'46" West, 312.13 feet; thence North 29°26'03" West 1.55' to the POINT OF BEGINNING. Containing 3,147 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. b LAND Signature: Professional Land Surveyor -;0 EXP. 12/31 /21 Date: September 14, 2021TgT 'Vo. 735� F �F CA1-�F�/ 08-Riv-15-PM 6.8 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.8 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF TEMPORARY CONSTRUCTION EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-002) This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: an Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation M. Aaron Adams, City Manager RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-006 TEMPORARY CONSTRUCTION EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 6.9 YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED It is understood and agreed that included in the purchase price per the Purchase and Sale Agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on and terminate on (Expiration Date). Grantors shall be provided at least 30 (thirty) days advance written notice before any entry on Grantor's property, and, unless extended, the TCE shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no longer needs the Temporary Construction Easement, or (b) twenty-eight (28) months from the commencement date of the Temporary Construction Easement ("Expiration Date"). The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 6.9 Number IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below. Dated this day of 20 YNEZ ACRES, a general partnership BY: NAME: ITS: BY: NAME: ITS: 08-Riv-15-PM 6.9 EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows: COMMENCING at the southwesterly corner of said Parcel 4; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51004'12" East, 10.14 feet; thence departing said southeasterly line North 29°26'03" West, 237.50 feet; thence South 62008'09" West 10.00 feet; thence North 29°26'03" West 212.89 feet to the northwesterly line of said Parcel 4, thence along said northwesterly line South 63°31'57" West, 10.01 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 223.13 feet; thence departing said right of way North 62°08'09" East 10.00 feet; thence South 29°26'03" East 229.44 feet to the POINT OF BEGINNING. Containing 4,615 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. LAN[ SCi Signature: y o Professional Land Surveyor `�' z EXP. 12/31 /21 Date: September 14, 2021 � �q� No 735� F OF- CA1 \Fo 08-Riv-15-PM 6.9 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 6.9 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF TEMPORARY CONSTRUCTION EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-006) This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: an Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation M. Aaron Adams, City Manager RECORDING REQUESTED BY When Recorded Mail To City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax Code 11922) APN: 910-271-005 TEMPORARY CONSTRUCTION EASEMENT DEED Space above this line for Recorder's Use District County Route Postmile Number 08 Riv 15 7.0 YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows: SEE EXHIBIT "A" ATTACHED It is understood and agreed that included in the purchase price per the Purchase and Sale Agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on and terminate on (Expiration Date). Grantors shall be provided at least 30 (thirty) days advance written notice before any entry on Grantor's property, and, unless extended, the TCE shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no longer needs the Temporary Construction Easement, or (b) twenty-eight (28) months from the commencement date of the Temporary Construction Easement ("Expiration Date"). The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 7.0 ENumber 11 IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below. Dated this day of , 20 YNEZ ACRES, a general partnership BY: NAME: ITS: BY: NAME: ITS: 08-Riv-15-PM 7.0 EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Parcel 3 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows: COMMENCING at the northwesterly corner of said Parcel 3; thence along the northerly line of said Parcel 3 North 63031'54" East, 27.70 feet; thence South 28°40'57" East, 107.79 feet to the POINT OF BEGINNING; thence continuing South 28°40'57" East, 30.00 feet; thence North 61 °19'03"East, 20.00 feet; thence North 28°40'57" West, 30.00 feet; thence South 61019'03" West, 20.00 feet to the POINT OF BEGINNING. Containing 600 square feet, more or less. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. ki Signature: Professional Land Surveyor EXP. 12/31 /21 Date: September 14, 2021 T9 Ho . 735� TF OF CA1-�F�/ 08-Riv-15-PM 7.0 1/1 ACKNOWLEDGEMENT 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, , 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 08-Riv-15-PM 7.0 (Seal) CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE OF TEMPORARY CONSTRUCTION EASEMENT DEED (Govt. Code § 27281) (Assessor's Parcel Number 910-271-005) This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: ATTEST: an Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA, a municipal corporation M. Aaron Adams, City Manager YNEz ACRES ANDYNEZ ACRES II APNs 910-271-002, 005, 006, 007, AND 008 INTERSTATE 15 1T -------------- ----------- ROPOSEDFASFYFN7 I Sg F�w 1 9110-271-005 Exrsr Rnr irFc�mvriii9sa es 910-271-006 �l I DOC. h1�. i8i869 O.R. I I� I' jjI I I I I I 910--271-007 I 1 I 1 f j I I 5� 91D-271 -002— �25 I I ijl 1 , , 910-2P1-OOB 14 ✓ Fee— 2,240 SF and 8, i42 SF ✓ Footing Easement — 3,127 SF and 2,304 SF ✓ TCE - 3,147 SF, 4,615 SF, and 600 SF Alft c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215. Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system. Core Value: Transportation Mobility and Connectivity Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22. Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I Project Cost: Prior Years Actuals 2020-21 Adjusted 2021-22 Adopted Budget 2022-23 Projected 2023-24 2024-25 Projected Projected 2025-26 Projected Total Project Cost Administration 2,552,128 251,670 227,000 227,000 227,000 3,484,799 Construction 88,950,000 88,950,000 Construction Engineering 1,279 10,899,721 10,901,000 Design & Environmental 17,898,086 1,221,217 19,119,303 Land Acquisition 9,393,251 5,826,900 743,100 15,963,251 Utilities 1,993 1,993 Total Expenditures 29,846,738 107,149,508 970,100 227,000 227,000 138,420,346 Source of Funds: CFD 01-02 (Harveston) 1,005,840 1,005,840 DIF-Street Improvements 75,360 75,360 General Fund 4,236,174 4,236,174 INFRA Grant 50,000,000 50,000,000 Measure A 1,627,914 1,627,914 Measure S 454,000 3,837,485 970,100 227,000 227,000 5,715,585 Reimbursements 6,008,000 6,008,000 SAFETEA-LU 1,602,360 1,602,360 STIP-Surface Transportation 47,600,000 47,600,000 Improvement Program TUMF (CETAP/RCTC) 472,841 999,668 1,472,509 TUMF (RCTC) 2,343,000 2,343,000 TUMF (WRCOG) 11,450,112 5,283,492 16,733,604 Total Funding 27,673,241 109,323,005 970,100 227,000 227,000 138,420,346 Future Operating & Maintenance Costs: 71 Alk c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project 2021-22 Prior Years 2020-21 Adopted 2022-23 2023-24 2024-25 2025-26 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Total Operating Costs Notes : 1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds. 2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000). 3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW. 4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II. 5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II. 6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I. 7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match). 72 pF TF.q£C G" French Valley Parkway/I-15 Improvements - Phase 11 Circulation Project Location 0 400 800 Feet Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 10 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve Possession and Use Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-100-018 in Connection with I-I5/French Valley Parkway Improvements — Phase II, PW 16-01 PREPARED BY: Amer Attar, Engineering Manager Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN POSSESSION AND USE AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES, TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDON, SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN CONNECTION WITH I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-100-018) 2. Authorize the City Manager to approve and execute all necessary documents, including those in substantially the form attached to the Agenda Report, with such changes as mutually agreed to between the City Manager and the Owners of APN 910-100-018 that are approved by the City Attorney's office, and take all necessary actions to effectuate the possession and use of the approximate 11,516 square foot fee area from and the approximate 6,741 square foot temporary construction easement and 6,901 square foot temporary construction easement on APN 910-100-018 more particularly described in the Exhibits to the Possession and Use Agreement attached to the Agenda Report, including applicable escrow documents. BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements - Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. In addition, Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed that the City may acquire properties located in the City of Murrieta in connection with Phase II. The City seeks to acquire the Subject Fee Property and Temporary Construction Easements (collectively "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interest at the fair market value as determined by the City's independent appraiser based on a February 19, 2021 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 11, 2021 to the record owners of the Property, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees ("Owners"), to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. During the course of negotiations, the City learned that there is a pending action between Foursquare Financial Solutions, Inc. and Howard Omdahl ("Omdahl") in connection with the one-fourth recorded interest of Foursquare Financial Solutions, Inc. in the Property. The Parties agreed that it would be necessary to wait for the issues in the pending action to be resolved to proceed with a Purchase and Sale Agreement for the Subject Property Interests. Accordingly, the Parties agreed to enter into the attached Possession and Use Agreement ("Agreement"), subject to the approval of the N City Council, to authorize the City to use and possess the Subject Property Interests. The Parties contemplate entering into a Purchase and Sale Agreement after the pending action is resolved. Pursuant to the Agreement, the Owners grant to the City, its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests as of the date the Agreement is fully executed by the Parties. Omdahl consents to the Owner's grant of possession. The term of the City's use of the Temporary Construction Easements is thirty-four (34) months from the Effective Date. The Agreement provides that the City will deposit with Escrow the sum of $196,300 ("Compensation Amount") for the benefit of the Owners and/or Omdahl (as to a one-fourth interest). Said Compensation Amount is the all-inclusive Purchase Price that the City and Owners agreed to for the City's purchase of the Subject Property Interests. As noted above, however, the parties cannot proceed with a Purchase and Sale Agreement until the pending action is resolved. In consideration for the Owner's irrevocable grant to the City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225 ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for undisputed three -fourths (3/4) interest in and to the Property. The sum of $49,075, which represents one-fourth of the Compensation Amount, will remain on deposit in Escrow pending resolution of the pending action between Foursquare Financial Solutions, Inc. and Omdahl regarding the disputed one-fourth (1/4) interest in and to the Property. The Agreement also provides that if the Parties are not able to enter into a Purchase and Sale Agreement and clear the encumbrances on title within 240 days of the Effective Date, the City may commence an eminent domain proceeding to acquire the Subject Property Interests by eminent domain. The Parties agree that the only issue in any such eminent domain proceeding shall be the issue of just compensation. In such case, if the City fails to file an eminent domain proceeding within 450 days of the Effective Date and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. The only issue in any such inverse condemnation proceeding shall be the amount of just compensation for the Subject Property Interests. Pursuant to the Agreement, the Parties will record a Memorandum of Possession and Use to provide record notice regarding the City's rights to possess and use the Subject Property Interests. The environmental effects of the acquisition and proposed use of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition and proposed use of the Subject Property Interests. A re -validation of the 3 Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition and use of the Subject Property Interests. FISCAL IMPACT: The French Valley Parkway/ I-15 Improvements — Phase II project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26. The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $520,000 for the City's purchase of the two partial fee acquisitions, the three temporary construction easements, and the two footing easements plus any escrow -related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts. ATTACHMENTS: 1. Resolution 2. Possession and Use Agreement with Exhibits Exhibit "A" — Legal Description of Subject Fee Property (Caltrans Parcel 24623-1) Exhibit "A-l" — Legal Description of 6,741 square foot temporary construction easement (Caltrans Parcel 24623-2) Exhibit "A-2" — Legal Description of 6,901 square foot temporary construction easement (Caltrans Parcel 24623-3) Exhibit `B"— Rough Depiction of Subject Property Interests 3. Property Description 4. Project Description 5. Project Location 4 RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN POSSESSION AND USE AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES, TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDAN, SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN 910-100-018) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the 1-15/I-215 junction with connectors to I-15 and I-215. B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26. C. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19). E. Phase II requires the acquisition in fee of an approximate 11,516 square foot fee area ("Subject Fee Area") from that certain vacant property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta, California identified as Riverside County Tax Assessor's Parcel Number 910-100-018 ("Property") described more particularly on Exhibit "A" to the attached Possession and Use Agreement. The City also needs to use that certain approximate 6,741 square foot temporary construction easement and the approximate 6,901 square foot temporary construction easement on APN 910-100-018 for a term of thirty-four months described on Exhibit "A-l" and Exhibit "A-2" (collectively "Temporary Construction Easements"), respectively, to facilitate the construction of Phase II. F. The City seeks to acquire the Subject Fee Property and Temporary Construction Easements (collectively "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II. G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser based on a February 19, 2021 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 11, 2021 to the record Owners of the Property, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees ("Owners") to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. During the course of negotiations, the City learned that there is a pending action between Foursquare Financial Solutions, Inc. and Howard Omdahl ("Omdahl") in connection with the one-fourth recorded interest of Foursquare Financial Solutions, Inc. in the Property. The Parties agreed that it would be necessary to wait for the issues in the pending action to be resolved to proceed with a Purchase and Sale Agreement for the Subject Property Interests. Accordingly, the Parties agreed to enter into the attached Possession and Use Agreement ("Agreement"), subject to the approval of the City Council, to authorize the City to use and possess the Subject Property Interests. The Parties contemplate entering into a Purchase and Sale Agreement after the pending action is resolved. H. Pursuant to the Agreement, the Owners grant to the City, its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests as of the date the Agreement is fully executed by the Parties. Omdahl consents to the Owner's grant of possession. The term of the City's use of the Temporary Construction Easements is thirty-four (34) months from the Effective Date. N I. The Agreement provides that the City will deposit with Escrow the sum of $196,300 ("Compensation Amount") for the benefit of the Owners and/or Omdahl (as to a one- fourth interest). Said Compensation Amount is the all-inclusive Purchase Price that the City and Owners agreed to for the City's purchase of the Subject Property Interests. As noted above, however, the Parties cannot proceed with a Purchase and Sale Agreement until the pending action is resolved. In consideration for the Owner's irrevocable grant to the City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225 ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for the undisputed three -fourths (3/4) interest in and to the Property. The sum of $49,075, which represents one- fourth of the Compensation Amount, will remain on deposit in Escrow pending resolution of the pending action between Foursquare Financial Solutions, Inc. and Omdahl regarding the disputed one-fourth (1/4) interest in and to the Property. J. The Agreement also provides that if the Parties are not able to enter into a Purchase and Sale Agreement and clear the encumbrances on title within 240 days of the Effective Date, the City may commence an eminent domain proceeding to acquire the Subject Property Interests by eminent domain. The Parties agree that the only issue in any such eminent domain proceeding shall be the issue of just compensation. In such case, if the City fails to file an eminent domain proceeding within 450 days of the Effective Date and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. The only issue in any such inverse condemnation proceeding shall be the amount of just compensation for the Subject Property Interests. Pursuant to the Agreement, the Parties will record a Memorandum of Possession and Use to provide record notice regarding the City's rights to possess and use the Subject Property Interests. K. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA. Section 2. Approval of Possession and Use Agreement. The City Council hereby approves the Possession and Use Agreement Between City of Temecula, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees, and Howard Omdahl in Connection with I-15/17rench Valley Parkway Improvements — Phase II (Portions of APN 910- 100-018) in substantially the form attached, with such changes as the City Manager and Owners may mutually agree to that are approved by the City Attorney's Office. Section 3. Environmental Analysis. The environmental effects of the acquisition and proposed use of the Subject Property Interests were studied as an integral part of the Mitigated 3 Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition and proposed use of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition and use of the Subject Property Interests. Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager the Owners and Omdahl may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, Memorandum of Possession and Use, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk POSSESSION AND USE AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES, TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDAN, SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE 1I (PORTIONS OF APN 910-100-018) This Possession and Use Agreement Between City of Temecula, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees, and Howard Omdahl in Connection with I-15/French Valley Parkway Improvements — Phase 11 (Portions of APN 910- 100-018) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("City"), on the one hand, and Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015, as to an undivided one-half (1 /2) interest; Foursquare Financial Solutions, Inc., a California non-profit corporation, as to an undivided one - quarter (1/4) interest and Steven Williams and Brenda Jordan, Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986, as to an undivided (1/4) interest (collectively "Owner"), and Howard Omdahl ("Omdahl") and constitutes an agreement to authorize the City to possess and use the property interests described below in connection with the I-15/French Valley Parkway Improvements Phase II ("Project"). The City, Owner, and Omdahl are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties ("Effective Date"), RECITALS A. Owner is the record owner of that certain real property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta, California, and identified as Riverside County Tax Assessor's Parcel Number 910-100-018 ("Larger Parcel"). The Larger Parcel is a vacant parcel which is encumbered by a utility and roadway easement along Jackson Avenue. B. Pursuant to Riverside County Superior Court Case Number MCC1901776 ("Pending Action"), Omdahl claims an interest in and to a 25% undivided interest in the Larger Parcel that is currently vested in Foursquare Financial Solutions, Inc., a California non-profit corporation. The interest of Omdahl is disputed by Foursquare Financial Solutions, Inc. Court hearings/proceedings in connection with said Pending Action have been continued by the -Court. Accordingly, the Pending Action has not been resolved. C. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I- 15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system 11086-0204\2613831v Ldoc I along I-15 from the Winchester Road/1- 15 interchange northerly on -ramps to just north of the I- 15/1-215 junction with connectors to I-15 and 1-215. D. Pursuant to Cooperative Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. E. City extended to Owner a written offer dated October 11, 2021 pursuant to Government Code Section 7267.2 to purchase certain real property interests for their fair market value based on an independent appraisal that used a date of value of February 19, 2021. Specifically, the City seeks to acquire in fee an approximate 11,516 square foot portion of the Larger Parcel ("Subject Fee Property") for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II. The approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee is identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A" attached hereto and incorporated herein by this reference. The City also seeks to acquire (i) an approximate 6,741 square foot temporary construction easement on the Larger Parcel with a term of thirty-four (34) months and (ii) an approximate 6,901 square foot temporary construction easement on the Larger Parcel for a term of thirty-four (34) months to facilitate the construction of Phase II. The approximate 6,741 square foot temporary construction easement is identified as Caltrans Parcel No. 24623-2 and described more particularly on Exhibit "A-1" attached hereto and incorporated herein by this reference. The approximate 6,901 square foot temporary construction easement is identified as Caltrans Parcel No. 24623-3 and described more particularly on Exhibit "A-2" attached hereto and incorporated herein by this reference. The approximate 11,516 square foot Subject Fee Property (Caltrans Parcel No. 24623-1), the approximate 6,741 square foot temporary construction easement (Caltrans Parcel No. 24623-2) and the approximate 6,901 square foot temporary construction easement (Caltrans Parcel No. 24623-3) are referred to below collectively as "Subject Property Interests". The Subject Property Interests are roughly depicted on Exhibit "B" attached hereto and incorporated herein by this reference. F. City and Owner negotiated the City's purchase of the Subject Property Interests and agreed to the terms of an agreement for the City's purchase of the Subject Property Interests, but have not entered into a Purchase and Sale Agreement due to the Pending Action. G. The City, Owners, and Omdahl wish to enter into this Agreement to authorize the City to use and possess the Subject Property interests in connection with Phase II. Nothing in this Agreement is meant to impact in any way the claims or interests of Omdahl or Foursquare Financial Solutions, Inc., in and to the undivided one-fourth (1/4) interest in the Larger Parcel that is the subject of the Pending Action. The Owners and Omdahl agree that the Pending Action involves only the one-fourth (1/4) undivided interest in the Larger Parcel vested in Foursquare Financial Solutions, Inc. and that the remaining three -fourths (3/4) undivided interest of the remaining owners in and to the Larger Parcel is not impacted by the Pending Action. H. The Parties recognize that any delay in the start of construction of Phase II is contrary to public interest. Accordingly, the Parties have agreed to enter into this Agreement to allow City to proceed with construction of Phase II and to authorize City's possession and use of the Subject Property Interests. 11086-0204\2613831v Ldoc 2 NOW, THEREFORE, in consideration of City's payment into Subject Escrow (defined below) for the benefit of Owner as set forth in this Agreement and in consideration of the above Recitals and mutual promises, covenants and other conditions set forth herein, City, Owner, and Omdahl agree as follows: OPERATIVE PROVISIONS 1. RIGHT TO POSSESSION OF SUBJECT PROPERTY INTERESTS. a. Owner grants to City and its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests. b. City shall have the right to possess, occupy and use the Subject Property Interests on the date this Agreement is fully executed by the Parties ("Effective Date of Possession"). C. Omdahl consents to the grant to the City of the possession and use of the Subject Property Interests subject to the terms of this Agreement. 2. JUST COMPENSATION AND APPRAISAL. The Parties acknowledge that they negotiated the City's purchase of the Subject Property Interests for the sum of $196,300.00 (One Hundred Ninety -Six Thousand Three Hundred Dollars) ("Compensation Amount"), which is the total compensation for the Subject Property Interests set forth in the Purchase Agreement. The Parties agree that City's deposit of the Compensation Amount into an escrow account pursuant to Operative Provision 3 of this Agreement shall be equivalent to a deposit and payment under California Code of Civil Procedure Section 1255.010 and that the basis for such deposit and payment, including but not limited to any appraisal, shall be governed by Code of Civil Procedure Section 1255.060. Accordingly, the Parties agree that the Compensation Amount may not be admissible as evidence in any trial on the issue of compensation and further agree that any appraiser who prepared City's independent appraisal report or any statement concerning the deposit of the Compensation Amount into escrow may not be called to testify at any such trial on the issue of compensation unless the City designates said appraiser as its expert witness. Furthermore, Foursquare Financial Solutions, Inc. and Omdahl specifically agree that neither this Agreement, the existence or contents of this Agreement, the Compensation Amount, nor any other information related to City's efforts to acquire the Subject Property Interests are admissible in the Pending Action, and that no person or entity may be called to testify at the Pending Action on the aforementioned matters. 3. DEPOSIT AND WITHDRAWAL OF JUST COMPENSATION IN ESCROW. a. City agrees to open an escrow ("Subject Escrow") with Fidelity National Title Company ("Escrow Holder") in connection with City's proposed purchase of the Subject Property Interests within five (5) business days of the Effective Date of this Agreement. City will 11086-020412613831vLdoc provide to Owner and Omdahl the escrow number as soon as it is available. City shall deposit the Compensation Amount into the Subject Escrow within fifteen (15) business days of the Effective Date of this Agreement. b. In consideration for Owner's irrevocable grant to City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225.00 (One Hundred Forty -Seven Thousand Two Hundred Twenty -Five Dollars) ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for the undivided one-half (112) interest of Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015 in and to the Larger Parcel and the undivided one-fourth (1/4) interest of Steven Williams and Brenda Jordan, Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986 in and to the Larger Parcel. C. The Parties agree that $49,075.00 (Forty -Nine Thousand Seventy -Five Dollars) will remain in Escrow ("Escrow Holdback Amount") pending resolution of the Pending Action. The $49,075.00 represents one-fourth (1/4) of the Compensation Amount based on the one-fourth (114) undivided recorded interest of Foursquare Financial Solutions, Inc. in and to the Larger Parcel. d. Owner agrees to provide written notice to City when it requests the Partial Compensation Withdrawal from the Subject Escrow. Omdahl hereby consents to said withdrawal. Owner's withdrawal from the Subject Escrow of any portion of the Compensation Amount shall constitute the Owner's waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The payment and withdrawal from the Subject Escrow of any portion of the Compensation Amount shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in an eminent domain proceeding filed by City to acquire the Subject Property Interests. Omdahl agrees that the retention in Escrow of the $49,075.00 Escrow Holdback Amount pending the outcome of the Pending Litigation shall constitute the waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260 4. LIENS AND ENCUMBRANCES. Except for the Pending Action, Owner represents that title to the approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee, identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A" is free and clear of all liens and encumbrances (other than shown on the existing title report) or that Owner will obtain proper releases from Parties that have an interest in said areas before Owner withdraws any portion of the Compensation Amount from the Subject Escrow. If Owner is not able to obtain such releases, Owner will cooperate with City to obtain through the Subject Escrow proper releases from parties that have an interest in the Subject Fee Property. Omdahl represents and warrants that, except for the claims and interest in and to a twenty-five percent (25%) interest in the Larger Parcel that are the subject of the Pending Action, Omdahl has 11086-0204U613831v1.doc 4 no knowledge of any other party that has or claims to have an interest in and to any portions of the Subject Property Interests. a. Partial Reconveyance or Subordination of Deeds) of Trust. Owner agrees to obtain a partial reconveyance or subordination of deed(s) of trust from the beneficiary or beneficiaries of any deed(s) of trust recorded against the approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee, identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A", so that the City's interest in said Fee area are free and clear of any monetary encumbrances. Omdahl agrees to cooperate in obtaining such partial reconveyance or subordination of deed(s) of trust if it is determined that Omdahl's cooperation is reasonably necessary. b. Interests of Any Parties in and to Subject Property Interests. Owner and Omdahl warrant that as of the Effective Date of Possession, except for the interests claimed by Omdahl in the Pending Action, no other parry, including any lessees, haves or claims to have any interest in the Subject Property Interests or a right to compensation for the Subject Property Interests, and that Owner will indemnify City (1) up to the amount of Compensation Amount provided by the City pursuant to this Agreement if any other party claims any such interest to the Compensation Amount or to the Subject Property Interests if Foursquare Financial Solutions, Inc. is deemed the prevailing party in the Pending Action or (2) up to the Partial Compensation Amount if Omdahl is deemed the prevailing party in the Pending Action. If it is determined that Omdahl is the prevailing party in the Pending Action, Omdahl agrees to indemnify the City up to the Escrow Holdback Amount in accordance with this Operative Provision 4.b. if any other party haves or claims an interest in or to the one-fourth (114) undivided interest claimed by Omdahl in and to the Subject Property Interests. 5. TEMPORARY CONSTRUCTION EASEMENTS. a. Term. City's use of the Temporary Construction Easements consisting of (i) an approximate 6,741 square foot temporary construction easement on the Larger Parcel with a term of thirty-four (34) months identified as Caltrans Parcel No. 24623-2 and described more particularly on Exhibit "A-1" and (ii) an approximate 6,901 square foot temporary construction easement on the Larger Parcel for a term of thirty-four (34) months identified as Caltrans Parcel No. 24623-3 and described more particularly on Exhibit "A-2" located on the Property identified as APN 910-100-018 to facilitate the construction of Phase II will commence on the Effective Date of Possession as defined above in Operative Provision Lb. b. The term of the above temporary construction easements is for thirty-four (34) months from the Effective Date of Possession. The term of the temporary construction easements will expire on the earlier of (i) thirty-four(34) months from the Effective Date of Possession, or (ii) the date on which City records a Notice of Termination of the temporary construction easements in the Official Records of the County of Riverside and provides written notice to Owner and to Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), of same if Grants of Temporary Construction Easements were previously recorded by the Parties against any portion of the Larger Parcel in connection with said temporary construction easements in the Official Records of the County of Riverside. Upon the expiration of the temporary construction easements as provided above, City agrees to take such actions as reasonably required to evidence 1 1096-0204\2613831 v Ldoc 5 and give effect to the extinguishment of said temporary construction easements and the relinquishment of City's rights and interests in the temporary construction easements pursuant to this Agreement. C. Improvements in Area of the Temporary Construction Easements. City agrees that any work done in the area comprising the temporary construction easements described above in Operative Provisions 5.a. and 5.b. will be performed in a good and workmanlike manner. The Parties agree that the City will cause its contractor to replace with material of like kind and quality any improvements located in the area of the temporary construction easements that are impacted by Phase II. 6. INDEMNIFICATION & LIEN WAIVERS. a. City, to the maximum extent allowed by law, will indemnify, defend and hold Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), as a result of the City's use of the Subject Property Interests in connection with the construction of Phase II. b. Upon receipt of a written request from Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), City will provide Owner and Omdahl with lien waivers following completion of the construction of Phase lI from each and every contractor, subcontractor, supplier, engineer, architect and surveyor who might have lien rights as a result of City's use and possession of the Subject Property Interests. Such lien waivers will be in the form and substance reasonably satisfactory to Owner, Omdahl, if applicable, and its counsel, if any. To the extent permitted by applicable law, City hereby indemnifies Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), from and against any claims or demands for payment, or any liens or lien claims made against Owner, and Omdahl, if applicable, or the Property as a result of City's use of the Subject Property Interests in connection with Phase II. 7. SALE OR ASSIGNMENT OF SUBJECT PROPERTY INTERESTS. From and after the Effective Date, any sale, assignment, encumbrance or other transfer of all or any portion of the Subject Property Interests by Owner and/or Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be subject to this Agreement. Owner and Omdahl, if applicable, agree that any agreement to sell, assign, encumber or transfer all or any portion of the Subject Property Interests to a third -party will include that such sale, assignment, encumbrance or transfer is subject to this Agreement. Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), agree that they shall notify the City within fifteen (15) business days of any sale, assignment, encumbrance or transfer and confirm that Owner and Omdahl, if applicable, have complied with this Operative Provision 7. 11086-020412613831vLdoc 6 8. EMINENT DOMAIN. a. The Parties acknowledge that City is authorized to acquire real property by eminent domain for a public use, including public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II, pursuant to the authority conferred upon the City of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by other provisions of law. b. This Agreement is made with the understanding that the Parties will continue to work at clearing the encumbrances on title in connection with the Subject Property Interests. This Agreement shall continue in effect until either (i) the Subject Property Interests are transferred to City by recording of the Grant Deed and Temporary Construction Deeds for the Subject Property Interests through escrow opened in connection with a Purchase and Sale Agreement entered into by the City and Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), or (ii) a Final Order of Condemnation under Code of Civil Procedure Section 1268.030 is entered by the court and recorded by City. C. The Parties agree and acknowledge that in the event the Parties are not able to clear the encumbrances on title within 240 (two hundred forty) days of the Effective Date of this Agreement, City may commence an eminent domain proceeding. Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), reserve all of their rights regarding the payment of just compensation for the Subject Property Interests in any such eminent domain proceeding. Owner and Omdahl, however, agree not to object to City's filing of any such eminent domain proceeding to acquire the Subject Property Interests by eminent domain. In any such proceeding, Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty- five percent (25%) undivided interest in the Larger Parcel) will not challenge City's right to take or assert that City's use of the Subject Property Interests for the construction of Phase II is an unlawful taking. The Owner and Omdahl, if applicable, agree that the only issue in any such proceeding will be the amount of just compensation that City will pay for the Subject Property Interests, including, but not limited to any claims for cost -to -cure damages, severance damages, and the fair market value of the Subject Property Interests. d. If City fails to file an eminent domain proceeding within 450 (four hundred fifty) days of the Effective Date of the Agreement and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. City agrees that in any such inverse condemnation proceeding under this Operative Provision 8.d., the only issue shall be the amount of just compensation owed by City to Owner, if applicable, and City shall not challenge liability. This provision, however, does not impact City's rights on the issue of liability for precondemnation damages or to dispute the entitlement of Owner and Omdahl, if applicable, to such damages in any such inverse condemnation proceeding. l 1086-020412613831v1.doc 7 9. DATE OF VALUATION. The Parties agree that in any eminent domain proceeding filed by City to acquire the Subject Property Interests, the date of valuation for determining the amount of just compensation for the Subject Property Interests will be the date on which City files the Complaint in Eminent Domain. 10. INTEREST. If City files an eminent domain proceeding to acquire the Subject Property Interests, any compensation awarded in an eminent domain proceeding shall draw interest as prescribed by California Code of Civil Procedure Section 1268.310, et seq. The Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty- five percent (25%) undivided interest in the Larger Parcel) would be entitled to receive interest on any sum received as just compensation whether pursuant to this Agreement, a subsequent settlement or court judgment, beginning on the Effective Date of Possession described above in Operative Provision 1.b. and ending on the earliest of the dates as provided in Code of Civil Procedure Section 1268.320. The Parties, agree and acknowledge, however, that the interest on any portion of the Partial Compensation Withdrawal that is withdrawn by Owner will end on the date on which Owner withdraws such portion of the Partial Compensation Withdrawal from the Subject Escrow because Owner is entitled to use said funds on the date of withdrawal. Interest shall accrue on the Partial Compensation Withdrawal from the date of deposit to the date of withdrawal as prescribed by California Code of Civil Procedure Section 1268.310, et seq. As to the Escrow Holdback Amount that remains on deposit in connection with the 25% undivided interest of Foursquare Financial Solutions, Inc. and Omdahl's claimed interest, if applicable, the interest shall accrue on said portion from the date of deposit to the date of withdrawal pursuant to California Code of Civil Procedure Section 1268.310, et seq. 11. MEMORANDUM OF POSSESSION AND USE. The Parties agree that City is authorized to record in the Official Records of the County of Riverside a Memorandum of Possession and Use Agreement in a form mutually acceptable to the Parties. 12. NOTICES. All notices and demands will be given in writing by personal delivery, certified mail, postage prepaid, and return receipt requested, or by Federal Express or other overnight carrier. Notices will be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with Federal Express or other overnight carrier. A copy of all notices will be sent to Escrow Holder. The Parties will address such notices as provided below or as may be amended by written notice: CITY: City of Temecula 41000 Main Street Temecula, California 92590 Attention: Aaron Adams, City Manager COPY TO: Richards, Watson & Gershon 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Attention: Peter M. Thorson, City Attorney 11086-0204\2613831v1.due 8 OWNER: Linda D. Huddleston, Trustee Roxanna M. Hodges, Trustee Susan D. Renno, Trustee 11588 Trailway Drive Riverside, California 92505 Foursquare Financial Solutions, Inc. 3901 Foothill Boulevard La Crescenta, California 91214 Attention: Joshua Best, Esq. Steven Williams and Brenda Jordan, Successor Co -Trustees 32808 Central Street Wildomar, California 92595 OMDAHI_,: Howard Omdahl 9 Country Glen Road Fallbrook, California 92028 ESCROW Fidelity National Title Company HOLDER: 555 S. Flower Street, Suite 4420 Los Angeles, CA 90071 Telephone No. 213.452.7151 Attention: JB Jennings, Sr. Commercial Escrow Officer Electronic Mail: jbjenningsteam@fn£com 13. MISCELLANEOUS. a. Amendments. Any amendments to this Agreement will be effective only when duly executed by City, Owner, and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), and deposited with Escrow Holder. b. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. C. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered. d. Time of the Essence. Time is of the essence of this Agreement. 11086-0204\2613831v1.doc 9 C. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California. f. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement, including the Memorandum of Agreement referenced in Operative Provision 11 above. g. Authority of City Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Memorandum of Agreement, and any such documents or instruments that are necessary to effect the possession and use of the Subject Property Interests contemplated by this Agreement. h. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. i. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. j. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. k. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference. 1. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in the Superior Court of the County of Riverside. 11086-0204\2613831vI.doc 10 M. Sueeessors and Assigns. This Agreement, and any right or obligation herein and therein, shall inure to the benefit of the successors and assigns of the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [SIGNATURES ON NEXT PAGE] 11086-0204\261383Iv1.doc 11 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below. Dated: ,� _. % I �.; Dated: jC._ -K Dated: --�� - / / - �-. Dated: Owner Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015, as to an undivided one-half (1/2)interest BY: Linda D. Huddleston, Trustee By: Roxanna M. Hodges, rustee 1 _ By; Susan D. Renno, Trustee Foursquare Financial Solutions, Inc., a California nonprofit corporation, as to an undivided one-fourth (1/4) interest Title: 1 1086-0204\261383 1 v l .doc 12 Datn,d:;_ 1 I C) f .) ?- Dated: - P - o Dated: Title:cs�.r�er Steven Williams and Brenda Jordan, sus SuccessorCo-Trustees of the Mtrital Trust Shure One created under the Blake Family Living Trust, dated November 1936, as to an undivided (114) interest BV: q'� Ste wr:Wi11iarnS. Successor CO -Trustee "� F3reeid,'i Jordan, Suc�essnr -Trustee Howard Omdahl, Plaintiff in riverside County Superior Court Case Number MCC1901776 regarding 25% undivided interest claimed in the Larger ParvO By - Howard Omdahl i 109&-020AIS 1393 iv I A&. 13 Dated: Dated: Dated: Dated: Lo Title: Steven Williams and Brenda Jordan, as Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986, as to an undivided (1/4) interest Steven Williams, Successor Co -Trustee By: _ Brenda Jordan, Successor Co -Trustee Howard Omdahl, Plaintiff in Riverside County Superior Court Case Number MCC1901776 regarding 25% undivided interest claimed in the Larger Parcel By: �1// 01 A Howaf OmTdahl 11086-0204\2613831v1.doc 13 Dated: City City of Temecula, a municipal corporation Aaron Adams, City Manager ATTEST: an Randi Johl, City Clerk APPROVED AS TO FORM: In Peter M. Thorson, City Attorney 11086-020412613831v1,doc 14 Exhibit "A" Legal Description of Subject Fee Property (Caltrans Parcel 24623-1) EXHIBIT "A" LEGAL DESCRIPTION That portion of Lot 123 per MAP of the TEMECULA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Murrieta, County of Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, said portion lying northeasterly of the freeway and southwesterly of the following described LINE "A": COMMENCING at the corner common to Lot 123 and Lot 124, of said map, in the centerline of Jackson Avenue as shown on map filed in Book 142 of Records of Survey, pages 89 through 104, in the Office of the County Recorder of Riverside County; thence along the line common to said lots South 48017'42' West 494.16 feet to the freeway right of way and the northerly most comer of that certain parcel of land described in deed to the State of California recorded September 29. 1975, in Book 1975, page 118840 in Official Records of said County, said comer being the northerly terminus of the segment of line described as South 04°03'57" East 192.05 feet in said deed, said comer also being the POINT OF BEGINNING of said LINE "A", thence departing said common line and proceeding along said freeway right of way and said segment of tine South 04°03'46" East 37.94 feet; thence departing said freeway right of way South 25"00'07" East 77.65 feet; thence South 16034'30" East 95.53 feet; thence South 25°00'07' East 2355.33 feet to a point in said freeway right of way and the segment of line described as South 48°49'09" East 159.77 feet in said deed: thence South 48a48'58" East 89.82 feet along said freeway right of way to the southerly terminus of last said segment of line, last said terminus also being the POINT OF TERMINUS of said LINE "A". Containing 11,516 square feet, more or less. Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining free►%oy- This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutters rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances Shown by 0.99991351 to obtain ground level distances. 08-Riv-15-PM 8.1 Exhibit "A" 112 11086-020412613831v1.doc EXHIBIT "A" LEGAL. DESCRIPTION This real property description has been prepared by me, or under my direction, in confomeance with the Professional Land Surveyors Act. signature: Mt*A Proressmal Land Surveyor Date: September 14, 2021 0$-Riw-15-PM 8.1 Exhibit "A" FTC 11086-02041261383lvl.doc Exhibit "A-1" Legal Description of 6,741 Square Foot Temporary Construction Easement (Caltrans Parcel 24623-2) EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Lot 123 per MAP of the TEMECULA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Murrieta, County of Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, described as follows: COMMENCING at the centerline intersection of Jackson Ave and Elm St as shown on Parcel Map No. 30001 filed in Book 199, pages 35 through 37, inclusive, of Parcel Maps in Office of the County Recorder of Riverside County; thence along the centerline of Elm St South 4 W 16'05" West, 902.64 feet to the easterly right of way of the freeway; thence along said bight of way North 28°40'49" West, 30.80 feet to an intersection with the northwesterly right of way of Elm St (30_00 feet half width) and the POINT OF BEGINNING; thence continuing along said freeway right of way North 28040'49" West, 275.30 feet: thence continuing along said freeway right of way North 20m24"17" West, 277.87 feet; thence departing said freeway right of way South 24m59'23" East, 550.36 feet to said northwesterly right of way of Elm St; thence along said northwesterly right of way South 48'16'05a West, 4.69 feet to the POINT OF BEGINNING. Containing 6,741 square feet, more or less. The hearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances. This real property descnptiion has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act. Signature: � LA Professional Land Surveyor Date_ September, 14.2021 084;bv-15-PM 7.9 ill Exhibit "A-1 " l 1086-0204\261383ly Ldoc Exhibit "A-2" Legal Description of 6,901 Square Foot Temporary Construction Easement (Caltrans Parcel 24623-3) EXHIBIT "A" LEGAL DESCRIPTION A temporary easement for construction purposes in and to that portion of Lot 123 per MAP of the TEMECUtA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Mumieta, County or Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, described as follows, COMMENCING at the comer common to Lot 123 and Lot 124, of said map, in the centerline of Jackson Avenue as shown on map filed in Boots 142 of Records of Survey, pages 89 through 104, in the Office of the County Recorder of Riverside County; thence along the line common to said lots South 4801 T42" +1Nest 494.16 feet to the easterly right of way of the freeway-, thence departing said common line and proceeding along said right of way South 04003'46" East 21.15 feet to the POINT OF BEGINNING; thence departing said right of Dray South 25000'0T' East 468.47 feet to said easterly right of way of the freeway: thence along said right of way North 4W48'59' West 49.53 feet; thence departing said right of way North 25000'07West 235.33 feet: thence North 16°34'30 West 95.53 feet; thence North 25°00107' West 77.65 feet to said easterly right of way of the freeway; thence along said right of way North 4'03'45' West 16.79 feet to the POINT OF BEGINNING. Containing 6,901 square feet, more or less. The parings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. signature_ Mr"r' A 1 � Ptofessionat Land Surveyor Date: September 14, 2021 08-Rig-15-PM 8. i uAND EXP 12/31/21 111 Exhibit "A-2" �>ir��:ra�>ia��►v�alks!:x3r�rna Exhibit "B" Rough Depiction of 11,516 SF Subject Fee Area, 6,741 SF TCE & 6,901 SF TCE (Caltrans Parcels 24623-1, 24623-2, & 24623-3) 1 =.i ^ 20.4E 1 ■ 4�� .pu SFF FA 6 v0.v YQYLN�hT LFLFY0. 4ZA+92.2! °h3" L[YE= SP VT 4 ♦4Y 4; SNW ELSE VENT [e M:1 vL 441+72,19 C}] LIVE I + •'i �r J n r '.'.o]" L1nE I x � � S6• . �� 1 » L r7 f_I.:Y: ? �� 9 � =J J y' ti 4304 51 C'L i4P f-S J- 'P.I; T_•6.]" RT "4.3^ [23 RJ9. 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Exhibit " B75 L1Nt OAIA IAULt Lir•E N 4p[r.:. LE'. -�TH LINDA D. HUDDLESTON, FOUR SQUARE FINANCIAL SOLUTIONS, AND HOWARD OMDAHL APN 9:Lo-:Loo-o3.8 INTERSTATE 15 EXIST RIMY FEE ✓ Fee — ii, 5i6 SF ✓ TCE — 6,743. SF and 6,9o3. SF Alft c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215. Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system. Core Value: Transportation Mobility and Connectivity Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22. Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I Project Cost: Prior Years Actuals 2020-21 Adjusted 2021-22 Adopted Budget 2022-23 Projected 2023-24 2024-25 Projected Projected 2025-26 Projected Total Project Cost Administration 2,552,128 251,670 227,000 227,000 227,000 3,484,799 Construction 88,950,000 88,950,000 Construction Engineering 1,279 10,899,721 10,901,000 Design & Environmental 17,898,086 1,221,217 19,119,303 Land Acquisition 9,393,251 5,826,900 743,100 15,963,251 Utilities 1,993 1,993 Total Expenditures 29,846,738 107,149,508 970,100 227,000 227,000 138,420,346 Source of Funds: CFD 01-02 (Harveston) 1,005,840 1,005,840 DIF-Street Improvements 75,360 75,360 General Fund 4,236,174 4,236,174 INFRA Grant 50,000,000 50,000,000 Measure A 1,627,914 1,627,914 Measure S 454,000 3,837,485 970,100 227,000 227,000 5,715,585 Reimbursements 6,008,000 6,008,000 SAFETEA-LU 1,602,360 1,602,360 STIP-Surface Transportation 47,600,000 47,600,000 Improvement Program TUMF (CETAP/RCTC) 472,841 999,668 1,472,509 TUMF (RCTC) 2,343,000 2,343,000 TUMF (WRCOG) 11,450,112 5,283,492 16,733,604 Total Funding 27,673,241 109,323,005 970,100 227,000 227,000 138,420,346 Future Operating & Maintenance Costs: 71 Alk c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project 2021-22 Prior Years 2020-21 Adopted 2022-23 2023-24 2024-25 2025-26 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Total Operating Costs Notes : 1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds. 2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000). 3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW. 4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II. 5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II. 6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I. 7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match). 72 pF TF.q£C G" French Valley Parkway/I-15 Improvements - Phase 11 Circulation Project Location 0 400 800 Feet Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 11 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Approve Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement in Connection with I-15/French Valley Parkway Improvements — Phase II, PW 16-01 PREPARED BY: Amer Attar, Engineering Manager Paula Gutierrez Baeza, City Attorney's Office RECOMMENDATION: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT AGREEMENT BETWEEN THE CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II 2. Authorize the City Manager to approve and execute all necessary documents, including approval of the subject Agreement in substantially the form attached to the Agenda Report, with such changes as the City Manager and Lamar Central Outdoor, LLC may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the settlement, dismantle costs, and loss of advertising rent for Sign Number 33321 and Sign Number 33322 located on the west side of Jackson Avenue in the City of Murrieta on APN's 910-060-002 and 910-060-004. BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the French Valley Parkway/ I-15 Improvements — Phase II, (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the French Valley Parkway/ I-15 Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. In addition, Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed that the City may acquire properties located in the City of Murrieta in connection with Phase II. The City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties located in the City of Murrieta identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910-060-004 (the "Property Interests"). The City's acquisition of the Property Interests and construction of Phase II will impact two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Subject Signs") located on a portion of the Property Interests. The Subject Signs are owned by Lamar Central Outdoor, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Lamar"). Pursuant to Government Code Section 7260, et seq., the City of Temecula obtained fair market value appraisals for Lamar's interests in and to the Subject Signs, including compensation for the structures, leasehold interests in connection with the Subject Signs, easement interests, if any, in connection with the use of the portions of the Property Interests on which the Subject Signs are located, and goodwill relating to said Subject Signs. The City set just compensation for the Subject Property Interests in accordance with the fair market values. The City extended to Lamar a written offer dated October 22, 2021 pursuant to Government Code Section 7267.2. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs. The Parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021- 69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 2 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain"). The Parties continued their negotiations after the City's adoption of the Resolution of Necessity, and have reached a settlement, subject to approval by the City Council. The City has not served the Complaint in Eminent Domain on Lamar based on the agreement reached by the Parties. Pursuant to the Agreement, Lamar agrees to take steps to relocate the Subject Signs. In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs within thirty (30) days written notice from the City. This allows the City to proceed with construction of Phase II. The Agreement provides that the City will compensate Lamar for expenses associated with the reasonable, necessary costs for dismantling of the Subject Signs, the rebuilding of the Subject Signs, and the loss of advertising rental income resulting from the required removal of the Subject Signs. The payment for loss of advertising rental income is based on the weekly rate of $3,451.25, representing the weekly rental amount currently received by Lamar less the lease payment paid by Lamar to owners of the Property Interests the City is acquiring. The Agreement recognizes that if, despite Lamar's commercially reasonable efforts, the Subject Signs are not replaced in a timely manner, Lamar will continue to incur losses with respect to advertising revenue. Accordingly, the City agrees, that in such event, City will deposit into Escrow for the benefit of Lamar an additional advertising loss compensation at the above weekly rate for a period of up to twenty-six (26) weeks. Under the Agreement, the City will deposit into Escrow for the benefit of Lamar up to $812,027.50, consisting of estimated Dismantle Costs ($10,000); the Estimated Rebuilding Costs ($450,000); the Lost Rent Costs for a period up to 78 weeks ($269,197.50), and the Additional Lost Rent Costs, if applicable, for up to an additional 26 weeks ($82,830). Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement. Under Section 5, upon payment of the Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent as set forth in the Agreement, Lamar waives any and all claims, remedies and causes of action for damages, liabilities, losses or injuries related to Phase II of the Project and in connection with the City's acquisition of the Property Interests, including any and all claims and damages resulting to Lamar in connection with the Subject Signs and Lamar's interests in and to said Subject Signs. Upon Close of Escrow, Lamar, on behalf of itself, its successors and assigns, hereby fully releases City, its successors, agents, representatives and assigns, and all other persons and associations, known and unknown, from all claims and causes of action with respect to Phase II of the Project, City's acquisition of the Property Interests, and any compensation due to Lamar in connection with the Subject Signs and replacement signs. The waiver of claims, remedies and causes of action in Section 5 shall not apply to Lamar if Lamar is unable to relocate the Subject Signs. In such case, Lamar will maintain its right to seek greater compensation for the Subject Signs, and the total compensation paid to Lamar if the Subject Signs cannot be relocated will be reduced by the amount paid by the City in connection with the Agreement. The environmental effects of the acquisition of the Property Interests and impact to the Subject Signs were studied as an integral part of the Mitigated Negative Declaration approved for the I- 15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Property Interests and impacts to the Subject Signs. A re- validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Property Interests and impacts of Phase II on the Subject Signs. FISCAL IMPACT: The French Valley Parkway/ I-15 Improvements — Phase II project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26. The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $812,028 for settlement, dismantle costs, and loss of advertising rent plus any escrow -related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts. ATTACHMENTS: 1. Resolution 2. Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement with Exhibit "A" Exhibit "A" — Estimated Dismantle Sign Costs and Loss of Advertising Rent 3. Billboards Location 4. Project Description 5. Project Location RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT AGREEMENT BETWEEN THE CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26. C. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19). E. The City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties located in the City of Murrieta identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910-060-004 (the "Property Interests"). The City's acquisition of the Property Interests and construction of Phase II will impact two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Subject Signs") located on a portion of the Property Interests. The Subject Signs are owned by Lamar Central Outdoor, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Lamar"). F. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the interests of Lamar in and to the Subject Signs, including compensation for the structures, leasehold interests in connection with the Subject Signs, easement interests, if any, in connection with the use of the portions of the Property Interests on which the Subject Signs are located, and goodwill relating to said Subject Signs at the fair market value estimates as determined by the City's independent appraisers. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of said interests of Lamar in and to the Subject Signs. G. The City extended to Lamar a written offer dated October 22, 2021 pursuant to Government Code Section 7267.2. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs. The Parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs. H. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the 1-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain"). I. The Parties continued their negotiations after the City's adoption of the Resolution of Necessity. The City has not served the Complaint in Eminent Domain on Lamar based on the agreement reached by the Parties. J. Pursuant to the Agreement, Lamar agrees to take steps to relocate the Subject Signs. In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs within thirty (30) days written notice from the City. This allows the City to proceed with construction of Phase II. The Agreement provides that the City will compensate Lamar for expenses associated with the reasonable, necessary costs for dismantling of the Subject Signs, the rebuilding of the Subject Signs, and the loss of advertising rental income resulting from the required removal of the Subject Signs. The N payment for loss of advertising rental income is based on the weekly rate of $3,451.25, representing the weekly rental amount currently received by Lamar less the lease payment paid by Lamar to owners of the Property Interests the City is acquiring. The Agreement recognizes that if, despite Lamar's commercially reasonable efforts, the Subject Signs are not replaced in a timely manner, Lamar will continue to incur losses with respect to advertising revenue. Accordingly, under the Agreement, the City agrees, that in such event, City will deposit into Escrow for the benefit of Lamar an additional advertising loss compensation at the above weekly rate for a period of up to twenty-six (26) weeks. Under the Agreement, the City will deposit into Escrow for the benefit of Lamar up to $812,027.50, consisting of estimated Dismantle Costs ($10,000); the Estimated Rebuilding Costs ($450,000); the Lost Rent Costs for a period up to 78 weeks ($269,197.50), and the Additional Lost Rent Costs, if applicable, for up to an additional 26 weeks ($82,830). K. Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement. L. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA. Section 2. Approval of Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement. The City Council hereby approves the Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement and Joint Escrow Instructions Between the City of Temecula and Lamar Central Outdoor, LLC in Connection with the French Valley Parkway/I-15 Improvements — Phase II, in substantially the form attached, with such changes as the City Manager and Lamar may mutually agree to that are approved by the City Attorney's Office. Section 3. Environmental Analysis. The environmental effects of the acquisition of the Property Interests and impact to the Subject Signs were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Property Interests and impacts to the Subject Signs. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental 3 analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Property Interests and impacts of Phase II on the Subject Signs. Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager and Lamar may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk PROJECT: I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS PHASE II APN: 910-060-002, 910-060-004 SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT AGREEMENT BETWEEN CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II This SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT AGREEMENT BETWEEN CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-I5/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE I1 ("Agreement") is entered into by and between THE CITY OF TEMECULA, a municipal corporation ("City") and LAMAR CENTRAL OUTDOOR, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Sign Owner" or "Lamar"). City and Sign Owner are hereafter described as "Party" or the "Parties." This Agreement is effective on the date it is fully executed by the Parties ("Effective Date"). RECITALS A. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City possesses eminent domain authority in connection with Phase II pursuant to the authority conferred upon the City by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by other provisions of law. B. City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910- 060-004 (the "Property Interests"). Sign Owner needs to remove the two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Removed Signs") located on a portion of the Property Interests based on the City's acquisition of said Property Interests for the construction of Phase II. C. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Sign Page I of 7 2618860v1 Owner in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain"). The City has not served the Complaint in Eminent Domain on Sign Owner as of the Effective Date. The Parties continued their negotiations after the City's adoption of Resolution No. 2021-69 and have reached a settlement memorialized in this Agreement. D. Sign Owner is in the process of applying to the City of Murrieta ("Murrieta") and the State of California Department of Transportation ("Caltrans") for the construction of the outdoor advertising structures ("Replacement Signs") to relocate the Removed Signs. E. Based on the impact of Phase II on the Removed Signs, City has agreed to compensate Sign Owner for expenses associated with the dismantling of, the rebuilding of, and the loss of advertising rental income resulting from the required removal of the Removed Signs. Such dismantle expenses ("Dismantle Costs"), rebuilding expenses ("Rebuilding Costs") and loss of advertising rental income ("Lost Rent") are more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference. F. In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs pursuant to the terms of this Agreement. G. The purpose of this Agreement is to confirm the terms of settlement between the City and Sign Owner regarding the Dismantle Costs, Rebuilding Costs and Lost Rent in connection with Phase II, and the payment thereof; and to memorialize that Lamar will dismantle and remove the Removed Signs upon thirty (30) days written notice from City. NOW, THEREFORE, in consideration of City's payment to Lamar of the Dismantle Costs, Rebuilding Costs, and Lost Rent as set forth in this Agreement, and in consideration of the above Recitals and mutual promises, covenants and other conditions set forth herein and to minimize the litigation costs of the parties in connection with the Complaint in Eminent Domain, City and Sign Owncr agree as follows: l . Ageement. City agrees to pay the Dismantle Costs, Rebuilding Costs and Lost Rent through the Escrow described in Section 2, below. 1.1 Estimated Dismantle Costs and Rebuilding. The reasonable and necessary Dismantle Costs and Rebuilding Costs as estimated in Exhibit "A", shall be disbursed by Escrow Holder to vendors based upon receipt by Escrow Holder of vendor invoices approved by Sign Owner. Approval of such invoices by Sign Owner, its agents, vendors, contractors, subcontractors or other representatives, shall certify that the work associated with each such Dismantle Cost category and Rebuilding Cost category has been completed to Sign Owner's satisfaction. Sign Owner will provide copies of said invoices to City's Senior Project Manager with OPC Services (the "Relocation Agent"), who will then submit said invoices to Escrow Holder and City. Eligible Rebuilding Costs include the costs relating to the rebuilding of new "non - digital" signs as approved by the governing agency where the Replacement Signs are to be located, whether Murrieta or elsewhere. 1.2 Lost Rent. City shall pay to Sign Owner Lost Rent for the Removed Signs, Page 2 of 7 26188600 for a period of up to seventy-eight (78) weeks (approximately eighteen (18) months) following the removal of the Removed Signs ("Sign Removal Date") at a weekly rate of $3,451.25, as described in "Advertising Loss of Rent Per Week" on Exhibit "A". The Lost Rent represents the weekly rental amount currently received by Sign Owner less the lease payment paid by Sign Owner to owners of the Property Interests the City is acquiring. Escrow Holder is authorized to disburse to Sign Owner the Lost Rent designated in Exhibit "A" every four weeks commencing on the Sign Removal Date until the Replacement Sign is installed and fully operational or up to a maximum of seventy-eight (78) weeks. Completion of each Replacement Sign will be confirmed in writing by Sign Owner to Relocation Agent and Escrow Holder. City shall deposit the sum of $269,197.50 representing the estimated Lost Rent Amount for a period of seventy-eight (78) weeks, calculated as follows $3,451.25 (a, 78 weeks. 1.3 Additional Lost Rent. City and Sign Owner acknowledge that if, despite Sign Owner's commercially reasonable efforts, the Replacement Signs are not replaced in a timely manner, Sign Owner will continue to incur losses with respect to advertising revenue. City and Sign Owner agree that, in such event, additional advertising loss compensation will be paid to Sign Owner for a period of up to twenty-six (26) weeks (approximatey six (6) months), beginning on the nineteenth (19th) month following the Sign Removal Date, at the following weekly rate: $3,451.25; provided, however, that Sign Owner has submitted a permit application for the Replacement Signs prior to the sixteenth (16th) month following the date of removal of the Removed Signs and provided a copy of such permit application to City within said time frame. In such case, the City agrees that it will deposit with Escrow Holder, within fifteen (15) business days of the beginning of the nineteenth (19th) month following the Sign Removal Date, the sum of $89,732.50 towards the Additional Lost Rent Amount, which amount represents the weekly rent of $3,451.25 for a period of twenty-six (26) weeks. Escrow Holder is authorized to issue to Sign Owner the Additional Lost Rent every four weeks based on the status of Sign Owner's replacement of the Replacement Sign. Upon the expiration of twenty-four (24) months following the Sign Removal Date, Sign Owner waives any right to compensation for any additional Lost Rent or Additional Lost Rent. Should the Removed Signs be replaced prior to the expiration of such twenty-four (24) month period, completion of the Replacement Signs will be confirmed in writing by Sign Owner to City. 1.4 Removal of Signs. Lamar agrees to ensure that it will remove the Removed Signs upon thirty (30) days' written notice from City. Compensation for Lost Rent will begin on the date the Removed Signs are removed. City shall also have the right to proceed with construction on the Property Interests within thirty (30) days' written notice and shall have the right to remove the Removed Signs if Lamar has not removed them within thirty (30) days of the date of the City's written notice to Sign Owner. 2. Escrow. City will deposit the estimated Dismantle Costs, Rebuilding Costs and Lost Rent funds in an escrow administered by First American Title Insurance Company ("Escrow" and "Escrow Holder") within fifteen (15) business days of the Opening of Escrow (as defined below). City shall pay all escrow fees payable with respect to this transaction. This Agreement will constitute instructions to Escrow Holder with respect to the holding and disbursement of the Dismantle Costs, Rebuilding Costs, and Lost Rent and any other funds, including the Additional Page 3 of 7 2618860v1 Lost Rent described in Section 1.2 above, and documents described herein, supplemented by such "general provisions" or supplemental instructions as Escrow Holder may deem necessary or appropriate. In the event of any discrepancy between such supplemental instructions and this Agreement, the terms and provisions of this Agreement will govern. Escrow will be deemed open ("Opening of Escrow"/"Opening Date") as of the date on which Escrow Holder receives a copy of this Agreement signed by both Parties. The Escrow Instructions may be amended by written instrument executed by both Parties. 3. Disbursement of Dismantle Sian Costs, Lost Rent, and Additional Lost Rent. The Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent funds will be disbursed by Escrow Holder in accordance with the provisions of Section 1 above. Escrow will be deemed closed ("Close of Escrow"/"Closing Date") upon disbursement by Escrow Holder of all of the expense categories described in Exhibit "A" attached hereto, and the payment by City of all costs of Escrow. Any funds remaining in Escrow as of the Closing Date shall be returned to City. Escrow Holder will provide a final Escrow Closing Statement to both Parties, setting forth the amount and payee of all disbursements hereunder. 4. Rescission of Resolution of Necessity and Dismissal of Complaint in Eminent Domain. City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of this Agreement. 5. Waiver of Claims. Upon disbursement to vendors or payment to Sign Owner through Escrow, upon payment of the Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent; a,, set forth in this Agreement, Sign Owner waives any and all claims, remedies and causes of action for damages, liabilities, losses or injuries related to Phase II of the Project and in connection with the City's acquisition of the Property Interests, including any and all claims and damages resulting to Sign Owner in connection with the Removed Signs and Sign Owner's interests in and to Said Removed Signs. Upon Close of Escrow described herein, Sign Owner, on behalf of itself, its successors and assigns, hereby fully releases City, its successors, agents, representatives and assigns, and all other persons and associations, known and unknown, from all claims and causes of action with respect to Phase II of the Project, City's acquisition of the Property Interests, and any compensation due to Sign Owner in connection with the Removed Signs and Replacement Signs. The waiver of claims, remedies and causes of action in this Section 5 shall not apply to Sign Owner if Sign Owner is unable to relocate the Removed Signs. Sign Owner will maintain its right to seek greater compensation for the Removed Signs if Sign Owner is unable to relocate the Removed Signs. In such case, the total compensation to Sign Owner will be reduced by the amount paid by the City in connection with this Agreement. 6. Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is Page 4 of 7 2618860v1 deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. CITY: City of Temecula 41000 Main Street Temecula, California 92590 Attention: Aaron Adams, City Manager COPY TO: Richards, Watson & Gershon 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Attention: Peter M. Thorson, City Attorney LAMAR: Lamar Outdoor Advertising c/o Lamar Outdoor Advertising Signs 449 East Parkcenter Circle South San Bernardino, California 92408 Attention: Brian Smith, Regional Real Estate Director Electronic mail: bcsmith@lamar.com COPY TO: Stream Kim Hicks Wrage & Alfaro, PC 3403 Tenth Street, Suite 700 Riverside, CA 92501 Attention: Theodore K. Stream Electronic Mail: ted.stream@streamkim.com ESCROW First American Title Insurance Company HOLDER: One Ridgegate Drive Suite 225 Temecula, California 92590 Telephone No. 951.296.2948 Attention: Debbie Fritz, Escrow Officer Electronic Mail: dfritz@firstam.com 7. Miscellaneous Provisions. 7.1 Electronic Signatures. City, Sign Owner and Escrow Holder agree that each will accept electronically signed documents (signed documents sent by facsimile or scanned and sent by e-mail). 7.2 Successors and Assigns. This Agreement shall also extend to and bind the devisees, executors, administrators, legal representatives, successors and assigns of the Parties hereto. 7.3 Attorney Fees. Should legal action be required in order to construe or Page 5 of 7 2618860v1 enforce any provision of this Agreement, the Party prevailing in such action shall be entitled, in addition to such other relief as may granted, to its attorneys' fees and costs, including any costs of appeal. 7.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 7.5 Governing Law/venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in the Superior Court of the County of Riverside. 7.6 Time of Essence. Time is of the essence with respect to all terms and provisions of this Agreement. 7.7 Amendments. Any amendments to this Agreement will be effective only when duly executed by both Parties and deposited with Escrow Holder. 7.8 Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. 7.9 Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. 7.10 Authority ofQyManager. The City Manager may give any and all notices hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement and any such documents or instruments that are necessary to effect the transaction contemplated by this Agreement. 7.11 Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. 7.12 Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. Page 6 of 7 2618860vi 7.13 Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. Date: CITY OF TEMECULA, a municipal corporation LIM Aaron Adams, City Manager /;v eI M*1lid IN Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson City Attorney LAMAR CENTRAL OUTDOOR LLC, A Delaware Limited Liability Corporation dba Lamar Advertising Company Date: By: Its: V P �— r,Al, Page 7 of 7 2618860v1 EXHIBIT "A" ESTIMATED DISMANTLE SIGN COSTS AND LOSS OF ADVERTISING RENT Description Amount Estimated Dismantle Costs of Removed Signs $10,000.00 Estimated Rebuilding Costs (costs relating to the $450,000.00 rebuilding of new "non -digital" signs similar to the Removed Signs impacted by Phase II) Lost Rent —Advertising Loss of Rent Lost Rent Initial Deposit — $269,197.50 $3,451.25 Per Week*1, 2 representing the estimated Lost Amount for a period of 78 weeks (approximately 18 months) * 1 Monthly Loss of Advertising Rent, calculation to be based on actual removal date of sign: *2 All Loss of Advertising Rent Payments to be paid monthly Additional Lost Rent at $3,451.25 Per Week Additional Lost Rent Deposit — $82,830.00 representing the estimated Loss of Rent Amount for period of 24 weeks at a weekly rate of $3,451.25 LAMAR CENTRAL OUTDOOR, INC. BILLBOARDS ON APNs 9:Lo-o6o-002 AND 004 INTERSTATE 215 i "CI)4" LINE � - 01F2T- JACKSON AVENUE ✓ Billboards Signs 33321 and 33322 ✓ Easement Interests on APNs gio- o6o-002 and 004 vw r? AP Alft c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215. Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system. Core Value: Transportation Mobility and Connectivity Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22. Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I Project Cost: Prior Years Actuals 2020-21 Adjusted 2021-22 Adopted Budget 2022-23 Projected 2023-24 2024-25 Projected Projected 2025-26 Projected Total Project Cost Administration 2,552,128 251,670 227,000 227,000 227,000 3,484,799 Construction 88,950,000 88,950,000 Construction Engineering 1,279 10,899,721 10,901,000 Design & Environmental 17,898,086 1,221,217 19,119,303 Land Acquisition 9,393,251 5,826,900 743,100 15,963,251 Utilities 1,993 1,993 Total Expenditures 29,846,738 107,149,508 970,100 227,000 227,000 138,420,346 Source of Funds: CFD 01-02 (Harveston) 1,005,840 1,005,840 DIF-Street Improvements 75,360 75,360 General Fund 4,236,174 4,236,174 INFRA Grant 50,000,000 50,000,000 Measure A 1,627,914 1,627,914 Measure S 454,000 3,837,485 970,100 227,000 227,000 5,715,585 Reimbursements 6,008,000 6,008,000 SAFETEA-LU 1,602,360 1,602,360 STIP-Surface Transportation 47,600,000 47,600,000 Improvement Program TUMF (CETAP/RCTC) 472,841 999,668 1,472,509 TUMF (RCTC) 2,343,000 2,343,000 TUMF (WRCOG) 11,450,112 5,283,492 16,733,604 Total Funding 27,673,241 109,323,005 970,100 227,000 227,000 138,420,346 Future Operating & Maintenance Costs: 71 Alk c7" The Heart of Southern California Wine Country City of Temecula Fiscal Years 2022-26 Capital Improvement Program FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II Circulation Project 2021-22 Prior Years 2020-21 Adopted 2022-23 2023-24 2024-25 2025-26 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Total Operating Costs Notes : 1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds. 2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000). 3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW. 4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II. 5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II. 6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I. 7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match). 72 pF TF.q£C G" French Valley Parkway/I-15 Improvements - Phase 11 Circulation Project Location 0 400 800 Feet Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 12 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022 SUBJECT: Establish All -Way Stop Control at the Intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive PREPARED BY: Anissa Sharp, Office Specialist II Nick Minicilli, Senior Civil Engineer RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF WOLF CREEK DRIVE SOUTH AND TETON TRAIL/FIRESIDE DRIVE AND FINDING THAT THE ACTION IS EXEMPT FROM CEQA UNDER SECTION 15301(c) OF THE CEQA GUIDELINES BACKGROUND: In September 2021, City of Temecula staff received a citizen request to consider the feasibility of implementing all way stop controls to address concerns of excessive speeding and unsafe pedestrian conditions at various intersections of Wolf Creek Drive South between Wolf Valley Road and Pechanga Parkway (Exhibit A). The citizen referenced concerns with speeding on this segment of Wolf Creek Drive South specifically during pickup and drop-off times for nearby schools as there are no convenient controlled pedestrian crossings nearby. The intersections requested for an all way stop and pedestrian controls included Wolf Creek Drive South at Live Oak Drive/Alto Vista Way, Wolf Creek Drive South at Teton Trail/Fireside Drive and Wolf Creek Drive South at Rocky Bar Drive. In October 2021, field reviews were performed at the three (3) intersections and based on vehicular and pedestrian activity observed, the intersection of Wolf Creek Drive South at Teton Trail/Fireside Drive warranted further analysis for stop and pedestrian controls. Wolf Creek Drive South is a forty-four (44) foot wide residential collector roadway providing access to numerous single-family residences between Wolf Valley Road and Pechanga Parkway. The posted speed limit on Wolf Creek Drive South is 35 MPH and the Average Daily Traffic (ADT) volume on is approximately 3,723 ADT. Recent speed data collection confirmed an 85th percentile speed of 37 MPH for this stretch of Wolf Creek Drive South. Teton Trail and Fireside Drive are both thirty-six (36) foot wide local residential roadway that provides access to Wolf Creek Drive South for numerous single-family residences located within the neighborhood. Teton Trail and Fireside Drive both have a speed limit of 25 MPH and carries approximately 889 ADT. In November 2021, staff collected volume data over a three (3) day period, which included entering volume data and pedestrian/bicycle volume data at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. The volume data was used to establish vehicular circulation patterns and pedestrian activity during peak morning and afternoon hours. In addition to the data collection, a review of intersection characteristics and conditions was performed, which included an evaluation of sight distance, collision history, and completion of a multi -way stop warrant analysis at the Wolf Creek Drive South and Teton Trail/Fireside Drive intersection. An evaluation of sight distance was performed at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. A minimum unobstructed sight distance of 250 feet is required for the posted 35 mph speed limit on Wolf Creek Drive South. The results of the evaluation are shown in the table below: Location Sight Distance Required Visibility (Posted 35 MPH) Teton Trail (Eastbound) • Looking South 227' 250' • Looking North 200' 250' Fireside Drive (Westbound) • Looking South 520' 250' • Looking North 420' 250' As shown, the visibility at the intersection is not adequate for the Eastbound approach at Wolf Creek Drive South and Teton Trail/Fireside Drive. A review of the collision history for the three (3) year period from January 1, 2018 to November 30, 2021, indicates there were 2 reported collisions at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. The Multi -Way Stop Sign Installation Policy for Residential Streets' warrant criteria was used to evaluate the need for multi -way stop signs at the intersection. The warrants allow for the installation of multi -way stop signs when the following conditions are satisfied: 1. Minimum Traffic Volumes a. The total vehicular volume entering the intersection from all approaches is equal to or greater than three hundred (300) vehicles per hour for any eight (8) hours of an average day; and b. The combined vehicular volume and pedestrian volume from the minor street is equal to or greater than one hundred (100) per hour for the same eight (8) hours. 2. Collision History a. Three (3) or more reported collisions within a twelve (12) month period of a type susceptible to correction by a multi -way stop installation. Such accidents include right and left -turn collisions as well as right-angle collisions. 3. Roadway Characteristics a. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day, b. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs. c. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%) split; and d. Both streets are 44 feet wide or narrower. Warrants for Minimum Traffic Volumes, Collision History and Roadway Characteristics must be met to justify the installation of a multi -way stop. Other criteria that may be considered when evaluating the need for multi -way stop signs include: 4. Visibility a. The intersections sight distance is less than: ■ 150 feet for 25 MPH ■ 200 feet for 30 MPH ■ 250 feet for 35 MPH 5. The need to control left -turn conflicts. 6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks, and activity centers. 7. The roadways and intersection appear on a Suggested Route to School plan. 8. There are no traffic signals or all -way stop controls located within 600 feet of the intersection. 9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area. The multi -way stop warrant analysis performed found that the required Warrants 1, 2 & 3 were not satisfied and all -way stop controls are not justified at the intersection based on quantitative data. The Policy does however provide the flexibility to consider the need to control vehicle and pedestrian conflicts near locations where visibility constraints occur. An evaluation of the intersection sight distance criteria indicates there is justification for all -way stop controls at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive due to limited sight i distance. An evaluation of the intersection pedestrian activity during am/pm peak hours determined that the 197 ADT is justification for installation of striped intersection crosswalks. Staff recommends establishing all -way stop controls and striped pedestrian crosswalks at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. FISCAL IMPACT: Minor cost associated with the recommended action. ATTACHMENTS: 1. Resolution 2. Location Map (Exhibit A) 3. Multi -Way Stop Warrant Analysis 4. Collision Summary Report RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF WOLF CREEK DRIVE SOUTH AND TETON TRAIL/FIRESIDE DRIVE AND FINDING THAT THE ACTION IS EXEMPT FROM CEQA UNDER SECTION 15301(C) OF THE CEQA GUIDELINES THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council has considered the facts justifying the need for stop signs at the location described in this resolution. A. The City Council hereby finds and determines the installation of the stop signs pursuant to this resolution will enhance public health, safety, and general welfare at the intersection. B. The City Council hereby finds the proposed stop signs will not create any adverse conditions in the area and the action is exempt from California Environmental Quality Act under Section 15301(c) of the CEQA Guidelines. Section 2. Pursuant to Section 10.12.100 of the Temecula Municipal Code, the following All -Way Stop Intersection is hereby established in the City of Temecula: Wolf Creek Drive South and Teton Trail/Fireside Drive PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk s•e Mll �e , � I 'e' a ^3 a ? ■ ��r 777, % IL ems. 1 i r Y •. J/ �r i _x '>`� a �` �- _ '��- � t'3' ` _ I a � ✓ _ ( y, � +u_ .� _i 1 �61� .� �r. ' F..3 J --- -- — r f f f���R* lit /fix "r � a .ems a' P h rt �• E i6.f if#Cc I ++� ` MULTI -WAY STOP WARRANT (Residential Streets) Major Street: Wolf Valley Creek Drive South Critical Approach Speed 35 MPH Minor Street: Teton Trail/Fireside Dr Critical Approach Speed 25 MPH Wararnts 1, 2, and 3 Must Be Satisfied 1. Minimum Vehicular Volume Satisfied Yes No X� MINIMUM REQUIREMENTS I 7:00 AM 8:00 AM1 2:00 PM1 3:00 PM1 4:00 PM1 5:00 PM1 6:00 PM1 7:00 PM1 Hour Total All Approaches 300 545 192 507 268 355 395 268 199 Combined Vehicular Ped Volume (Minor Street) 100 128 76 76 64 59 60 37 30 2. Collision History Satisfied MINIMUM REQUIREMENTS NUMBER OF ACCIDENTS 3 OR MORE 2 3. Roadway Characteristics Satisfied (All Parts Below Must Be Satisfied) A. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day, B. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs, C. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%) split, and D. Both streets are 44 feet wide or narrower. Options (Other Criteria That May Be Considered) 4. Visibility The intersection sight distance is less than: 155 feet for 25 MPH 200 feet for 30 MPH 250 feet for 35 MPH 5. The need to control left -turn conflicts. 6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers. 7. The roadways and intersection appear on a Suggested Route School plan. 8. There are no traffic signal or all -way stop controls located within 600 feet of the intersection. 9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area. Yes No X� Yes No �X Yes No Yes No Yes No �X Yes No Satisfied Yes No Yes No �X Yes No Yes No �X Yes No Yes No City of Temecula Public Works Traffic Division From 01/01/2018 to 12/31/2021 Total Collisions: 2 Collision Summary Report 1/11/22 Injury Collisions: 1 Fatal Collisions: 0 WOLF CREEK DR S & TETON TR Page 1 of 1 TE200930136 04/02/2020 15:15 Thursday WOLF CREEK DR S - FIRESIDE DR 43' Direction: SOUTH Daylight Clear Pty at Fault:1 Vehicle - Pedestrian Pedestrian Not Stated 21954A Hit & Run: No Property Damage Only # Inj: 1 # Killed: 0 Party 1 Pedestrian WEST Entering Traffic M Age: Pedestrian Veh Type: Sobriety: HNBD Assoc Factor: None Apparent Cell Phone Not In Use Party 2 Driver NORT Proceeding Straight F Age: 2014 MAZDA CX-5 Sport Utility Vehicle Veh Type: Sobriety: HNBD Assoc Factor: None Apparent Lap/Shoulder Harness Used Cell Phone Not In Use TE211870194 07/06/2021 19:33 Tuesday WOLF CREEK DR S - TETON TR 0' Direction: Not Stated Dusk - Dawn Clear Pty at FauIt: 1 Head -On Other Motor Vehicle Auto R/W Violation 21804A Hit & Run: No Other Visible Injury # Inj: 2 # Killed: 0 Party 1 Driver NORT Making Left Turn M Age: 34 2016 SCION i A Passenger Car, Station Wagon, Jeep Veh Type: Sobriety: HNBD Assoc Factor: Vision Obscureme Lap/Shoulder Harness Used Cell Phone Not In Use Party 2 Driver SOUT Proceeding Straight F Age: 49 2014 MERCEDES-BENZ M-CLASS Sport Utility Vehicle Veh Type: Sobriety: HNBD Assoc Factor: None Apparent Lap/Shoulder Harness Used Cell Phone Not In Use Settings for Query: Start Date: 01/01/2018, End Date: 11/30/2021 (on PD Data) Street: WOLF CREEK DR S Cross Street: TETON TR Intersection Related: True City: Temecula Sorted By: Date and Time Item No. 13 ACTION MINUTES TEMECULA COMMUNITY SERVICES DISTRICT MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 8, 2022 CALL TO ORDER at 7:59 PM: President James Stewart ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart CSD PUBLIC COMMENTS — None CSD CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (5-0): Motion by Rahn, Second by Edwards. The vote reflected unanimous approval. 12. Approve Action Minutes of January 25, 2022 Recommendation: That the City Council approve the action minuets of January 25, 2022. 13. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund and Rescinding Resolution No. CSD 04-01 Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 2022-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AUTHORIZING INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND AND RESCINDING RESOLUTION NO. CSD 04-01 CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 8:06 PM, the Community Services District meeting was formally adjourned to Tuesday, February 22, 2022 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. 14 TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Erica Russo, Director of Community Services DATE: February 22, 2022 SUBJECT: Consider Update Regarding Proposed Temecula CultureFest and Provide General Direction Regarding the Same PREPARED BY: Dawn Adamiak, Community Services Manager RECOMMENDATION: That the Board of Directors consider an update regarding the proposed Temecula CultureFest and provide general direction regarding the same. BACKGROUND: In July 2020 the Council adopted its REDI Initiative. While Phase I of the initiative was internal facing, Phase II is external facing with community involvement and engagement. On August 23, 2021, staff met with then REDI Commission Liaisons Mayor Edwards and Mayor Pro Tem Rahn to provide a status update on the initiative. The subcommittee provided direction to seek input and recommendations from the REDI Commission regarding an annual multi -cultural event hosted by the City. The questions to be considered were type of event, time and location of event, types of activities to be incorporated, and efforts to be undertaken to ensure inclusion of all segments of the community. The REDI Commission met on September 9, 2021 and January 13, 2022 on this topic and solidified its broader recommendations around four main thoughts as follows: (1) The single day event could be a festival held annually on the weekend closest to May 21St coinciding with World Cultural Diversity Day; (2) All segments of the community should be made aware of the event and encouraged to attend or actively participate (i.e., individuals, children, families, etc.) based on current demographic data of the community; (3) Activities could include food, drink, entertainment, and education tied to cuisine, history, and awareness of different cultures and related norms; and (4) There could be an economic, tourism, and resource tie in with the event for local businesses, service providers, and non -profits. Based on this conceptual framework, the Special Events Team has begun tentatively planning for this annual event pending the Board of Directors providing additional general direction. FISCAL IMPACT: Total budget is estimated at $40,000 and has been requested during the mid -year budget process. ATTACHMENTS: None Item No. 15 ACTION MINUTES SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 8, 2022 CALL TO ORDER at 8:06 PM: Chair Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart SARDA PUBLIC COMMENTS - None SARDA 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 vote reflected unanimous approval. 14. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund and Rescinding Resolution No. RDA 04-01 Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 2022-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AUTHORIZING INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND AND RESCINDING RESOLUTION NO. RDA 04-01 SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTOR REPORTS SARDA ADJOURNMENT At 8:07 PM, the Successor Agency to the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, February 22, 2022, 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. Matt Rahn, Chair ATTEST: Randi Johl, Secretary [SEAL] Item No. 16 ACTION MINUTES TEMECULA PUBLIC FINANCING AUTHORITY MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 8, 2022 CALL TO ORDER at 8:07 PM: Chair Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart TPFA PUBLIC COMMENTS — None TPFA 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 vote reflected unanimous approval. 15. Approve and Adopt Resolution to Appoint the Consultants to Assist with the Refunding of the 2012 Bonds for CFD No. 03-1 (Crowne Hill) Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. TPFA 2022-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPOINTING CONSULTANTS IN CONNECTION WITH THE PROPOSED ISSUANCE OF SPECIAL TAX REFUNDING BONDS, AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO - COMMUNITY FACILITIES DISTRICT NO. 03-1 (CROWNE HILL) 16. Approve and Adopt Resolution to Appoint the Consultants to Assist with the Refunding of the 2012 Bonds for CFD No. 03-03 (Wolf Creek) Recommendation: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. TPFA 2022-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPOINTING CONSULTANTS IN CONNECTION WITH THE PROPOSED ISSUANCE OF SPECIAL TAX REFUNDING BONDS, AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO - COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS TPFA ADJOURNMENT At 8:11 PM, the Temecula Public Financing Authority meeting was formally adjourned to Tuesday, February 22, 2022, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Matt Rahn, Chair ATTEST: Randi Johl, Secretary [SEAL] Item No. 17 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Deputy City Manager DATE: February 22, 2022 SUBJECT: Approve the Second Amendment to 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 RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR AND IN ITS CAPACITY AS THE CITY APPROVING A SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT 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 On June 25, 2019, the City Council approved a Disposition and Development Agreement (DDA) with Temecula Pacific Associates to establish the terms and conditions surrounding the development of the Project, including a $2.7 million financial contribution and land donation. First Amendment to the DDA On November 10, 2020, the developer requested an amendment to the DDA by extending the term of the agreement, in order to allow for additional applications for tax credit financing through the State. The Developer will apply for tax credits through 2024, or until awarded. Second Amendment to the DDA Since the adoption of the DDA in 2019, the developer has submitted five (5) tax credit applications to the State Tax Credit Allocation Committee (TCAC) as required by the DDA. Unfortunately, the Project did not score as high as the other project applications in each of those five tax credit application rounds. Tax credit financing is a critical source of funding for the Project. After the fifth unsuccessful tax credit round, the developer approached the City and requested additional funding in the amount of $4 million. The Developer explained that the additional funds would increase the Project's tax credit score to a level that would make it much more competitive in future tax credit rounds. City staff engaged Keyser Marston Associates (KMA) to analyze and test the developers claim that the additional City funds were necessary to make the Project more competitive in future tax credit rounds. KMA's analysis revealed that with the additional City financial contribution of $4 million, the Project's tax credit tie -breaker score would rise from 48.1% currently, to 67.8%. Over the last two tax credit rounds for the inland valley area, projects the had scores between 60-70% won tax credits in those rounds. Therefore, KMA's analysis did reveal that an additional contribution of $4 million to the Project significantly increased the likelihood that the Project would win a future tax credit round. FISCAL IMPACT: The Second amendment to the DDA propose to increase the financial contribution from the City by a total of $4 million. Thereby bringing the City's new total financial contribution to the Project to: • 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 $5,301,719 • Purchase Money Loan of $710,000 As part of the Pandemic Community Reinvestment Program (PCRP), the proposed additional $4 million in Project funding would come from the General Fund. ATTACHMENTS: 1. Resolution 2. Second Amendment to the Disposition and Development Agreement 3. First Amendment to the Disposition and Development Agreement 4. Disposition and Development Agreement 5. Final Summary 33433 Report RESOLUTION NO.2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR AND IN ITS CAPACITY AS THE CITY APPROVING A SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT 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 City of Temecula entered into a Disposition and Development Agreement (DDA) dated June 25, 2019 providing for the conveyance of two parcels of real property to Temecula Pacific Associates, generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street, for development as specified in the DDA. Section 2. The City Council entered into a First Amendment to the Disposition and Development Agreement dated November 10, 2020, providing the developer the ability to extend the term of the DDA and to apply for additional tax credits in all tax credit rounds through 2024. Section 3. The City Council hereby approves the "SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT" and authorizes the Mayor to execute said Second Amendment on behalf of the City in substantially the form presented to the City Council. Section 4. 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 22nd day of February, 2022. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Attachment A SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") is dated as of February 22, 2022 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 and Developer entered into that certain Disposition and Development Agreement as of June 25, 2019, which was amended by a First Amendment to Disposition and Development Agreement dated November 10, 2020 ("Agreement"). B. City and Developer desire to further amend the Agreement to increase the amount of the permanent loan to be made by City under the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Amendment, the parties hereto agree as to amend the Agreement as follows: 1. Increase in City Permanent Loan Amount. The City's permanent loan amount is hereby increased by $4,000,000 (from $1,301,719 to $5,301,719), and the first two paragraphs of Section 2.2 of the DDA are deleted and are replaced with the following: "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) $5,301,719 as a permanent loan (the " City Permanent Loan"), all on the terms set forth in the promissory note ("City Loan Promissory Note") attached hereto as Exhibit "C"." 2. Conflict. Except as amended herein, the Agreement remains in full force and effect. To the extent of any conflict between this Amendment and the Agreement, this Amendment shall govern. 3. Counterparts. This Amendment 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. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the day and year first above written. -1- 11086-0111 \2614820v l .doc DEVELOPER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings IX, LLC an Idaho limited liability company By: Pacific West Communities, Inc., an Idaho corpo tion, its manager By: Caleb oape, President and CEO CITY: CITY OF TEMECULA Mayor ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Bruce Galloway of Richards, Watson & Gershon, counsel to City -2- 11086-0111 \2614820v l .doc FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") is dated as of November 10, 2020 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 and Developer entered into that certain Disposition and Development Agreement as of June 25, 2019 ("Agreement"). B. City and Developer desire to amend the Agreement to provide Developer with additional time and support to identify additional subsidies and receive an award of tax credits. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Amendment, the parties hereto agree as to amend the Agreement as follows: 1. Additional Tax Credit Applications. (A) Section 5.1.8 of the Agreement is hereby amended and restated in its entirety as follows: "The failure of Developer to apply for 9% tax credits in both rounds for 2021 or 2022 until awarded (provided that Developer, in its discretion, may apply for 4% tax credits instead of 9% tax credits after two unsuccessful 9% rounds); the failure of Developer to apply for California state tax credits in both rounds for 2023 or 2023 until awarded; 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." (B) The Schedule of Performance that is attached to the Agreement is hereby amended to reflect that the Developer will apply for tax credits in 2021, 2022, 2023 and 2024, until awarded. 2. Additional Funds. City will cooperate in good faith with Developer to secure additional funding sources for the Project of up to $2,800,000, including without limitation a PHLA grant, funds available from Riverside County, or other funds available to the City for use on housing or redevelopment projects. -1- 3. Conflict. Except as amended herein, the Agreement remains in full force and effect. To the extent of any conflict between this Amendment and the Agreement, this Amendment shall govern. 4. Counteroarts. This Amendment 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. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment 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 partner By: --- CalW Roope, Manager CITY: CITY OF TEMECULA Flo, Qyy! t or AT T: Ran i 3ohl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney -2- 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 Bud et. 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. -3- Action Date / Deadline 9. Tax Credit Applications/Award. Developer must apply for 9% tax credits in the second record for 2019, both records for 2020, 2021, 2022, 2023, 2024 (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, 2025. 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 hn rovements. 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. Co m letionQualification for No later than fourteen (14) calendar months after Certificate of Completion. The Project the commencement of construction. shall be completed and shall qualify for a Certificate of Completion. 0 DISPOSITION AND DEVELOPMENT AGREEMENT by and between the CITY OF TEMECULA WTU4J TEMECULA PACIFIC ASSOCIATES, a California limited partnership 11086-0001 \230425 1 v3.doc TABLE OF CONTENTS Page 1. DEFINITIONS..................................................................................................................I 1.1 Definitions.............................................................................................................I 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 \2304251 v3.doc 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 TABLE OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION OF LAND OWNED BY CITY EXHIBIT "A-l" DESCRIPTION OF LAND OWNED BY DEVELOPER EXHIBIT `B" FORM OF GRANT DEED EXHIBIT "C" FORM OF CITY LOAN PROMISSORY NOTE EXHIBIT "D" FORM OF CITY LOAN DEED OF TRUST EXHIBIT "E" SCHEDULE OF PERFORMANCE EXHIBIT "F" SCOPE OF DEVELOPMENT EXHIBIT "G" FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS EXHIBIT "H" FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS (2) EXHIBIT "I" FORM OF CERTIFICATE OF COMPLETION EXHIBIT "J" BASE PRO -FORMA -ii- 11086-0001 \2304251 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. 11086-0001 \2304251 v3.doc 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 \2304251 v3.doc 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- 110WOW 1 \2304251 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-l" 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 \2304251 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 Exhibit `B". 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\2304251vldoc 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 \2304251 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 LIOUIDA-EED DAMAGES. Developer Initials: � // City 2.2 Purchase Money N6; Deferred Fee Loan; Cdhtingent'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- 11086-000 l \230425 l vl doc 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 March 1, 2021. 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- 1 1086-0001\2304251 v4. doc 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, -9- 11086-0001 \2304251 vldoc Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AIA 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- 1 1086-0001 \2304251 vldoc 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 Ci1y; 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 \2304251 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 alid 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 \2304251 vldoc 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 8.3 to further indicate their awareness and acceptance of each and every provision hereof &/L' AGENCUTIALS 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 Deposits 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 \2304251 vldoc 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-Ml \2304251 v3.doc (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 0425 1 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 \2304251 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-M 1 \2304251 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- 110W0001 \2304251 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 \2304251 vldoc 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, 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 -20- 11086-000 1\2304251 v4. doc to 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 v4. doc 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 \2304251 vldoc 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 Parry'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-M 1 \2304251 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\2304251vldoc (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 \2304251 v3.doc Cam: 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- 1 1086-M1\2304251 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\2304251vldoc 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 [NEED COPIES OF LP-1 AND PARTNERSHIP AGT, AND DESIRED SIG BLOCK] CITY: CITY OF TEMECULA By: —k ��— Michael S. Naggar, Mayor ATT Randi Joh , ity Clerk APPROVED AS TO FORM: By: > a�ceUallowa*.of Richards, Watson & Gershon, counsel to City 11086-0001 \2304251 vl doc -28- 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\2304251vldoc 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 JUKE 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 11086-000] \2304251 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\2304251v3.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 \2304251 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: 11086-0001\2304251vldoc ATTEST: Randi Johl, City Clerk B-4 11086-0001 \2304251 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-M 1 \2304251 v3.doc 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 TIIAT 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 \2304251 vldoc EXHIBIT "C" FORM OF CITY LOAN PROMISSORY NOTE SECURED PROMISSORY NOTE , 201 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 \2304251 v3.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 \2304251 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 11086-M 1 \2304251 v3.doc partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners. MAKER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings VII, LLC an Idaho limited liability company a general partner Caleb Roope, Manager C-4 110864M] \2304251 v3.doc 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 \230425 I vldoc 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 I0 Caleb Roope, Manager D-2 11086-M1\2304251v3.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) 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 \2304251 v3.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 \2304251 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 \2304251 vldoc 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 \2304251 vldoc 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 \2304251 vldoc 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 forapproval. 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-ON 1 \2304251 v3.doc Action Date / Deadline 9. Tax Credit Applications/Award. Developer must apply for 9% tax credits in the second round for 2019 and both rounds 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 March 1, 2021. 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 of Completion. The Project shall be the commencement of construction. completed and shall qualify for a Certificate of Completion. E-2 11 086-0001 \230425 I v4.doc DRAFT 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 1 ] 086-0001 \2304251 v3.doc EXHIBIT "G" FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS (Attached.) G-1 1 1086-0001\2304251 v3.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 \2304251 v3.doc 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 \2304251 vldoc 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 1010WKIIaIQUT10*0W.11 By: Print Name: City Manager G-4 11086-0001 \2304251 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 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 \2304251 v1doc 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 \2304251 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 G-7 11086-0001 \2304251 v3.doc EXHIBIT "H" FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS (2) 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 \2304251 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 \2304251 vldoc 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. "Ciff", as defined in the first paragraph hereof, means the City of Yucaipa, a municipal corporation. Section 8. "City Code" 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-M 1 \2304251 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 1 BR/ 1 BA 30% 3 1 BR/l BA 50% 1 l BR/ 1 BA 60% 2 2BR/ 1 BA 40% 3 3BR/2BA 40% 1 Section 19. "Regulatory greement" 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 \2304251 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-M 1 \2304251 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 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. 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 \2304251 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 \2304251 v3.doe 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 \2304251 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 \2304251 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 \2304251 vldoc (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 1 1086-M 1 \2304251 vldoc 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 \2304251 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. Drivewy s. 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 \2304251 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 \2304251 vldoc 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 \2304251 vldoc 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 Engy. 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 \2304251 v3.doc 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 \2304251 vldoc 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 Caleb Roope, Manager CITY• CITY OF TEMECULA, a municipal corporation By: Print Name: Title: ATTEST: Randi Johl, City Clerk H-18 11086-0001\2304251vldoc jam :I1-.10IV, 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 I 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 JUKE 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\2304251vldoc 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 1 1086-0001\2304251 v3.doc VICINITY MAP City of Temecula I A 18-0081 o 250 500 Feet This map i was made by the City of Temecula Geoeftiv- Ide County System The map is derived han be" date produced by the Poverdde County AeeasoYs A Department end the Tremponatbn end Land Management Agency of Wvanitls County The City of Temecua assurnes no warranty orlegal retpondbillty forthe NORTH nfo nation contained on this map Data and information represented on thismap are subjectto update and modfIcatlon The Geographic InfanmatiSyet m and othersources should be queried for he most mmrnt inforrnatlon This map is not for reprint or resale 1,;vograpkir Information $vSkCrns 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 1 ]086-0001\2304251v3.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 t1-uthfulness, 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-OW 1 \2304251 vldoc 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 1 1086-0001\2304251 vl doc 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 \2304251 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 \2304251 vldoc 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. "City Code" 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 1 1086-0001\2304251 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 1 BR/1 BA 30% 3 1 BR/1 BA 50% 1 1 BR/ 1 BA 60% 2 2BR/ 1 BA 40% 3 3BR/2BA 40% 1 Section 19. "Re u�ryAgreement" 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 \2304251 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 determine H-28 11086-0001 \2304251 v4.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 \2304251 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 \2304251 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 Houuehold, 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 1 1086-0001\2304251 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-32 1 1086-0001\230425 1 vldoc 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 \2304251 v3.doc (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 \2304251 vldoc 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-ON 1 \2304251 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 \2304251 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 \2304251 vldoc (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-38 11086-0001 \2304251 vldoc 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. Ti1ne 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 Entry. 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-M1\23042510.doc 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 \2304251 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 Clerk H-41 11086-000 ] \2304251 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-M1\2304251v3.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 H-43 11086-0001 \2304251 v3.doc VICINITY MAP City of Temecula PA18-0081 0 250 500 Feet This map made by the City of Temecula per Information System de y the The map is derived from base data produced by the Wvedde County Asseamfs Department and the mropoda end Land Management Agency al Wv(.ft NORTH su oam or legal refiled 0llty forthe County, forma The CityofTam on this as Datarnes no information formation contained on m map Date and eogr a hic mpreation y tem and era auhjecttc update and modfkatbn The Geographic Information System end other source. should be queried for na mot arrant Information. This map is not for reprint or male (;"rap6lc Information Syaterns 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 \2304251 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 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 \2304251 vl 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) H-46 11086-0001 \2304251 vldoc 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 \2304251 v3.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 IM City Manager ATTEST: , City Clerk I-2 11086-0001\2304251vldoc 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 \2304251 v3.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 I-4 11086-M 1 \2304251 vldoc 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 1 1086-0001\2304251 v3.doc EXHIBIT "J" BASE PRO -FORMA (Attached.) J-1 1 1086-0001\2304251 v3.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 Project Cost Per Cost Per Tax Credit Costs Unit Res. Sq. Ft. Eligible Basis $ 2,683,000 $ 44,717 $ 47.50 .a - 1,320,000 9,693,600 660,816 220,272 660,816 630,000 $ 13,185,504 $ 265,000 131,000 50,0 00 21,500 25,000 82,652 $ 575,152 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 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 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 Soft Costs Architectural $ 400,000 $ 6,667 $ 7.08 $ 400,000 Engineering/Surveying/Environmental $ 200,0 0 _ 3,333 3.54 200,000 Taxes During Construction $ 10,000 167 0.18 10,000 Insurance 197,800 3,297 3.50 197,800 Title & Recording 40,000 667 0.71 40,000 Borrower Attorney $ 40,000 667 0.71 40,000 Appraisal 10,000 167 0.18 10,000 Local Tap, Building Permit, & Impact Fees 1,619,6 3 7 26,994 28.68 1,619,643 Marketing 78,947 1,316 1.40 XXXXXXXXXX Relocation Costs $ XXXXXXXXXX Furnishings -$ 40,000 667 0.71 40,000 Cost Certification 10,000 167 0.18 16,666 Market Study 10,000 167 0.18 10,000 Soft Cost Contingency 100,000 1,667 1.77 100,000 Developer Overhead & Profit 2,000,000 33,333 35.41 1,400,000 Consultant Fee Total Soft Costs Reserves Rent Reserve Operating Reserve Total Reserve Costs $ 4,756,390 S 50,000 113,496 $ 163,496 $ 79,273 $ 833 1,892 $ 2,725 $ 84.21 $ 0.89 2.01 $ 2.89 $ 4,077,443 XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Totals $ 21,363,542 $ 356,059 $ 378.25 $ 17,708,947 Rev. 5112119 SOURCES & USES Vine Creek Apts. Temecula, CA CONSTRUCTION PHASE PERMANENT PHASE Sources of Funds 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 "Total Tax Credit Financing Permanent Loan City Land Loan City Impact Fee Loan City Capital Loan Other Other Financing Shortfall / (Overage) $ 16, 513, 542 Rev. 5/12/19 $ 21,363,542 ■-7rl 77.30% $ (16,513,542) 10.06% $ (2,150,000) 3.28% $ (700,000) 3.27% $ (698,281) 6.09% $ (1,301,719) 0.00% $ - 0.00% $ 0.00% $ Max. HOME - No Davis Bacon HOME Units # I Max. Subsidy $ 161,738 Subsidy by Type $ 161,738 Total Limit $ 809,515 Max. HOME Units 11 1-Bedroom 1 1 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 $ 3,915,937 4-Bedroom 0 $ - $ - I O.K. Compliance with LIHTC Eligible Basis Limits Unit Number County Basis Size oft nits Limits Totals 1 7 $ 239,415 $ 1,675,905 32 $ 288,800 $ 9,241,600 21 $ 369,664 $ 7,762,944 1 0 $ - $ Base Limit $ 18,680,447 Base Limit Plus Adjustments $ 20,100,092 $ 17,708,947 Requested Eligible Basis 11.8962 % % Below / (Above) Cost Limit Construction Financing Tax Credit Financing $ 3,302,708 City Land Loan $ 700,000 City Impact Fee Loan $ 698,281 City Capital Loan $ 1,301,719 Other $ - Other Deferred Costs $ 163,496 Deferred Contractor Profit $ - Deferred Developer Fee $ 2,000,000 Construction Loan $ 13,197,338 OPERATING & LOAN DETAILS Project: Vine Creek Apts. Location: Temecula, CA IlRev. 5/12/19 TCAC AMI Type Rent Level I BR/1 BA-CRL 1 BR/1 BA I BRA BA-CRL I BR/1 BA-CRL 2BR/1 BA 2BR/1 BA-CRL 2BR/ 1 BA 2BR/1BA 3BR/2BA 3BR/2BA-CRL(1 3BR/2BA 3BR/2BA 4BR/2BA 4BR/2BA 4BR/2BA 4BR/2BA 3BR/2BA Number Avg. Unit Gross Utility Net Monthly Annual 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 01 0 Total Units & Sq. Ft. 60 54,830 Communtiy Facilities 1,650 Total Project Sq. Ft. 56,480 % of Sq. Ft. Affordable % of Units Affordable 100.00E 100.00% Operating Deficit Guarantee 10% of Perm. $ 215,000 Year 1 Op. Exp. $ 307,500 li Guarantee $ 307,500 Replacement Reserves Standard/Unit $ 250 UMR Min/Unit $ 600 Reserve / Unit $ 250 Project Unit Mix Unit T e Number % of Total 1 Bdrm./l Bath. 7 11.67% 2 Bdrm./1 Bath. 32 53.33% 3 Bdrm./2 Bath. 21 . 5.00% 4 Bdrm./2 Bath. 0 0.00% Totals I E 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 Tv a Number % of Clnits 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% il $ 42,272 $ 507,264 $ 507,264 $ 6,000 $ 3,000 $ 9,000 $ 516,264 $ (25,813) $ 490,451 OPERATING & LOAN DETAILS (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 ANAL YSIS 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 IF7DSC 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 1.25 $ 1,937,128 $ 1,829,51011 $ 1,733,220 11 $ 2,334,902 $ 2,2 77,615 11 $ 2,150,000 **11**11**11 0.0681351 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 Operatin! Pro -Forma RENTAL INCOME % AM] Net Rent / Unit - Year I tin of t'nn, Annual Increase Year 1 Year 2 Year 3 Year 4 Year 5 IBR/1BA-CRL 30% 344 2.5% 12,384 12,694 13,011 13,336 13,670 IBR/1BA 400% 479 I 2.5% 5,748 5,892 6,039 6,190 6,345 1BR/1BA-CRL 50010 613 1 2.5% 7,356 7,540 7,728 7,922 8,120 1BR/1BA-CRL 60% 748 2.5% 17,952 18,401 18,861 19,332 19,816 2BR/1BA 30% 406 2.5% 43,848 1 44,944 46,068 47,220 48,400 2BR/IBA-CRL 40% 3 2.5% 20,448 20,959 21,483 22.020 1 22,571 2BR/IBA 50% 729 3 2.5% 26,244 26,900 27,573 28.262 28,968 2BR/IBA 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 -1.591 22,120 3BR/2BA 60% 1,022 10 1 2.5% 122,640 1 125,706 128,849 132.070 135,372 4BR12BA 30% 0 0 2.5% 4BR/2BA 40% 0 0 2.5% 4BR/2DA 50% 0 0 2.5% 4BR/2BA 60" �. 0 (I 2.5% 3BR/2BA Manager's 0 1 2.5% TOTAL RENTAL INCO\IF 60 507,264 519.946 532,944 546,268 559,925 OTHER IN( (ONIF. t'nit, Incr. 11 Ycar-1 Year-' Ycau-3 Year-4 Year-5 Laundry 60 2.5"„ 6,000 6.150 6,304 6A61 6,623 Tenant Charges & Interest 60 2.5% 3,000 3,075 3,15' _31 3,311 TOT11 01IIFR INCOME 9,000 9,225 9,456 9,692 9,934 TOTAL INCOME 516,264 529,171 542,400 ��,060 569,859 Less Vacancy Allowance 5% (25.813) (26,459) (27,120) 1 `i�i (28,493) (.R01,S INCOME 1 490,451 502.112 515,280 528,162 541366 OPERATING EXPENSES Per Unit - Yr. 1 %EGI Incr./Yr 1 car- I Year-2 Year-3 Year-4 bear-5 Advertising $ 77 0.9% 3.5% 4,600 4,761 4,928 5,100 5,279 Legal $ 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 4,590 Security $ 0.01,s, 3.50/. 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% 3.5% 28,900 29,912 30.958 32,042 33,163 Fuel $ 3 0.0% 3.5% 200 207 214 222 230 Gas $ 10 0.1% 3.5% 600 621 643 665 689 Electricity S 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 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% 3.5% 3,000 3,105 3,214 3,326 3,443 Repairs $ 565 6.9% 3.5% 33,900 35,087 36,315 37,586 38,901 Trash Removal $ 257 3.1°/,, 3.5% 15,400 15,939 16,497 17,074 17,672 Exterminating $ 18 0.2% 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"s, 21,600 1 22,356 23,138 23.948 24,786 Other: Licenses $ 6 0.1% 5"„ 350 362 375 388 402 Other: State Tax $ 13 0.2% 3.5% 800 828 857 887 918 Other: $ 0.0% 3.50/ - Other: $ 0.0% 3.590 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°i - - - Service Amenities $ 300 1 3.70/ 1 3.5% 19,000 18,630 19.282 19,957 20,655 Reserve for Replacement $ 250 3.1% 0.00/, 15,000 15,000 15,000 15,000 15,000 Real Estate Taxes $ 80 1.0% _'.011, 4,800 4.896 4,994 5,094 5,196 TOTAL EXPENSES, TAXES & RESERVES S 5,125 307,500 317.666 328,185 339,072 350,338 ( \SII FL(1\\ VA _111._ABLE FOR DEBT SF.RVICF 182,951 185,046 187,095 189,090 19LO28 DEBT SERVICE & OTHER DISTRIBUTIONS Loan Amount Year -I 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 Sbft $ 698,281 3,293 3,564 3.829 4,087 4,338 City Capital Loan Sot $ 1,301.719 6,139 6,644 7,138 7,619 8,086 Other Sot $ - - - - - - ANNUAL NET CASH FLOW 12,734 13.781 14,805 15,803 16,772 Deferred Dec. Fee Balanet Interest Rate: 0.00% - - - - - Debt Service Coverage Ratio on Hard Deb 1.25 1.26 1.28 1.29 130 Vine Creek Apts. Temecula, CA Multi -Year Stabilized ODeratin2 Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year 1 No. of Units Annual Increase Year 6 Year 7 Year 8 Year 9 fear 10 1BR/IBA-CRL 30% 344 3 2.5% 14.011 14.362 14,721 15.089 15.466 1 BR/1 BA 40% 479 1 2.5% 6,503 6,666 6,833 7,003 7,178 IBR/1BA-CRL 50% 613 1 2.5% 8,323 8,531 8,744 8,963 9,187 1BR/IBA-CRL 60% 748 2 2.5% 20,311 20,819 21,339 21,873 22,420 213RABA 30% 406 1 9 2.5% 1 49,610 50,850 52,121 53,425 54,760 2BR/IBA-CRL 400 568 3 2.5% 23,135 23,71324,306 24,914 25,537 2BR/113A 50% 729 3 2.5% 29,693 30,435 31,196 31,976 32,775 2BR/IBA 60"/0 891 17 2.5% 205,649 210,791 216.060 221,462 226.998 3BR/2BA 30% 462 6 2.5% 37,635 38,576 39,540 40,529 41,542 3BR/2BA-CRL(1) 40% 649 2 2.5% 17,623 18,063 18,515 18,978 19,452 3BR/2BA 50% 835 2 2.5% 22,673 23,240 23,821 24,417 1 25.02- 3BR/2BA 600 1,022 (0 2.5% 138,756 142,225 145,780 149,425 153, I o I 4BR/2BA 30% 0 0 2.5% - - 4BR/2BA 40% 0 0 2.5% 413R/2BA 50% 0 0 2.5% 4BR/2BA 60% 0 2.5% 3BR/2BA Manager's 0 1 1 2.59% TOTAL RENTAL INCOME 60 573,923 588,271 602,977 618,052 633,503 0I III R IN( 0111E Units In, I, Yr fear-6 Year-7 Year-8 Year-9 Year-10 1 ALIndry 60 2.5",. 6,788 6,958 7,132 7,310 7,493 t enant Charec, , Interest 60 2.5",i� 3,394 3,479 3,566 3,655 3,747 TOTAL 01111 R INCONII 109183 10.437 10.698 10,966 11,240 TOTAL INCOME 594.105 598,708 613,676 629,019 644,743 Less Vacancy Allowance i_'9 205) (29,935) (30,684) (31.451) (32.237) GROSS INCONI1. 554M10 5689773 582,992 597,507 612.506 OPERATING EXPENSES Per Unit - Yr. I %EGI Incr. Yr Year-6 Year-7 Year-8 Year-9 Year-10 Advertising $ 77 0.944 5,463 5,655 5,852 6,057 6,269 Legal $ 33 0.41�, 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 $ 0.00/0 3.5% - Other: Telephone, Office Expense, Misc. $ 199 2.4% 3.5% 14,193 14,690 15,204 15,736 16,287 Management Fee $ 482 5.9% 1 3.5% 34,324 35,525 36,769 38,056 39,388 Fuel $ 3 0.0% 1 3.5% 238 246 254 1 263 273 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 17,579 18,194 18,830 19,489 Insurance $ 200 2.4% 1 3.5% 14,252 14,751 15,267 15,902 16,355 Painting $ 50 0.6% 1 3.5% 3,563 3,688 3.917 3,950 4,089 Repairs $ 565 6.9% 3.5% 40,263 1 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 S 308 3.8%, 3.5% 21,972 22,741 23,537 24,361 25,214 Elevator $ 0.0'S111 1.5% Other: Cleaning & Building SLIP1111CS S 360 4.41', ,.5% 25,654 26,552 27,481 28,443 29,439 Other: Licenses S 6 0.1",� 3.5% 416 430 445 461 477 Other: State Tax S 13 0.2'%''. 3.5% 950 1 983 1,018 1,053 1,090 Other: $ 0.0% 3.5% - Other: $ 0.0% 3.5% Other: $ - 0.0% 3.5% TOTAL OPERATING EXPENSES $ 4,495 320.319 331.530 343,134 355,143 367,573 Internet Expense $ 0.0% 1 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 S 80 1.0% 2.0% 5.300 5,406 5.514 5.624 5,736 TOTAL EXPENSES, TAXES & RESERVES $ 5,125 361,997 374,062 1 386,548 399,470 412,842 CASH FLOW AVAILABLE FOR DEBT SERVICE 192.903 194,711 196,443 198,097 1991,64 DEBT SERVICE & OTHER DISTRIBUTIONS Loan Amount Year-6 Year-7 Year-8 l car-9 Year-10 Permanent Loan Hard $ 2,150,000 146,484 146,484 146,484 146,484 146,494 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 1 4,580 4,814 5,038 5,252 5.454 City Capital Loan Sot $ 1301.719 1 8,538 8,974 9,391 9,790 10.1 r,r Other Sot $ - - - - ANNUAL NET CASH FLOW 17,7111 18,613 19,480 20,306 21.090 Deferred Dev. Fee Balanct Interest Rate: 0.00i, - - - - - Debt Service Coverage Ratio on Hard Deb 1.32 1.33 1.34 1 1.35 1 1.36 Vine Creek Apts. Temecula, CA Multi -Year Stabilized ODeratine Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year 1 No. of Units Annual Increase Year I 11 Year 2 Year 13 fear 14 fear 15 IBR/1BA-CRL 30% 344 3 --% 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 501111 613 1 2.5% 9,416 9,652 9,893 10,140 10,394 IBR/1BA-CRL 60% 748 2 2.5% 22,980 23,555 24,143 24,747 25,366 2BR/IBA 30% 406 9 2.5% 56.129 57,532 58,971 60,445 1 61,956 2BR/IBA-CRL 40% 568 3 2.5% 26.175 26.830 27,500 28,189 28.992 2BR/1BA 50% 729 3 2.5% 33.595 34,434 35,295 36,179 37,082 2BRIBA 600/. 891 17 2.5°, 232.673 238,490 244,452 250,564 256,828 3BR/213A 30% 462 6 2.5% 42,581 43,645 44,736 45,955 47,001 3BR/2BA-C'RL01 40% 649 2 2.5% 19,939 20,437 20,948 21,472 22,008 3BR/2BA 50% 835 2 1 2.5% 25,653 26,294 26,952 27.625 28.316 3BR/213A 60% 1,022 10 2.5% 156,990 160,914 164,937 169,061 173,21,7 4BR'2BA 30% 0 0 2.5% - - - 4BR/2BA 40% 0 0 2.5% 4BR/2BA 50% 0 0 2.5% 413R/2BA 60% 0 0 2.5% ,IiR 2BA Manager's 0 1 2.5% - - lY) I \1, RENTAL INCOME 60 049.341 665,574 682,214 699,269 716,751 of III, IN( ONIE Heil~ Incr. Y1 1'cal I I Year -I _' Year-13 Year- 14 Yea -I c Laundry 60 -.681 7.873 8,069 8,271 8,478 Tenant Charges & Interest 60 ,.140 3,936 4,035 4,136 4,239 TOT U OTIIFR INCOME I �_ 1 11,809 12,104 12,407 12.717 TOTAL INCOME 660.N62 677,383 694,318 711,676 729,468 Less Vacancy Allowance i33.043t (33,869) (34.716) (35,584) (36,473) GROSS INCOME 621,.819 643,514 659.602 676,092 692,995 OPERATING EXPENSES Per Unit -Yr. I %oEGI 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% 1 3.5% 5,642 5,840 6.044 6,256 6A75 Security $ 0.0% 3.5% - - Other: Telephone, Office Expense, Misc. $ 199 2.4% 3.5% 16,857 17,447 18,057 18,689 19,343 Management Fee $ 482 5.9% 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 S 615 7.5% 1 3.5% 52,051 1 53,873 55,758 57,710 59,730 On -Site Manager S 480 5.9% 3.5% 40,625 42,047 43,519 45,042 46,618 Maintenance Personnel S 410 5.0% 3.5% 34,701 35,915 37,172 38,473 1 39,820 Other: Payroll Taxes, Work Comp, Benefits S 238 2.9% 3.5% 20,172 20,878 21,608 22,365 23,147 Insurance 5 200 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% 1 3.50/,� 21,723 1 22,484 23.270 24,085 24,928 Exterminating $ 18 0.2% 1 3.5% 1.552 1,606 1,662 1,720 1,781 Grounds $ 308 3.8% 3.5% 26.096 27,009 2 7. 95 5 28,933 29,946 Elevator S - 0.0% 3.50/. - - - Other: Cleaning & Building Supplies S 360 4.4% 3.5% 30,469 31.535 32,639 33,781 34,964 Other: Licenses S 6 0.1% 3.5% 494 511 529 547 567 Other: State Tax S 13 0.2% 3.5% 1,128 1.168 1,209 1,251 1,295 Other: S - 0.0% 3.5% - Other: S 0.0% 1 3.5% Other: S 0.0% 3.5% TOTAL OPERATING EXPENSES S 4,495 380,438 393,754 407,535 421.799 436.562 Internet Expense $ - 0.0% 3.5% - - Service Amenities $ 300 3.7% 3.5% 25,391 26279 1 27,199 28,151 29.137 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% 5,951 5.96N 6.089 6.209 6.333 TOTAL EXPENSES, TAXES & RESERVES $ 5,125 426,680 441.001 455,822 471,159 487,032 CASH FLO\\ %A'All. A111,1 FOR DEBT SERVICE 201.138 202,513 203,780 204.932 205,963 DEBT SERVICE & Ol HER DISTRIBUTIONS Loan Amount Year-1 1 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 CityImpact Fee Loan Sot $ 698,281 5,645 5,823 5,987 6.136 6,269 CityCapital Loan Sot $ 1,301,719 10,523 10,855 11,160 11,438 11,686 Other Sot $ - - - - - NET CASH FLOR 21,827 22,514 2348 23,72 4ANNUAL 24,239 Deferredev.Fee Balance Interest Rate: 0. Service Coverage Ratio on Had Deb 1.37 1.38 39 1Debt 41 1 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 SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF TEMECULA AND TEMECULA PACIFIC ASSOCIATES, L.P. Temecula, California January 2022 TABLE OF CONTENTS I. Introduction .......... Page ...................... 1 Costs of the Agreement to the City..................................................................................................... 5 III. Estimated Value of the Interest to be Conveyed at the Highest and Best Use Permitted Under the RedevelopmentPlan........................................................................................................................... 6 IV. Estimated Value of the Interest to be Conveyed at the Use and with the Conditions, Covenants, and Development Costs Required by the Agreement........................................................................ 7 V. Compensation which the Developer will be Required to Pay........................................................... 10 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.......................................................................... 11 VII. Explanation of Why the Sale of the City Property will Assist with the Elimination of Blight ............ 12 Vill. Limiting Conditions............................................................................................................................ 13 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). As background, the City and Developer entered into a Disposition and Development Agreement in June 2019 (Original Agreement) to provide for the construction of 60 residential apartment units (Project) on 2.27 acres of land (Site) located on Pujol Street in Temecula, California. The Site is comprised of the following: Description Total Land Area Developer Property City Property 1.72 Acres O.SS Acres Total 2.27 Acres The Project will be three stories and affordable to households at Extremely Low-, Very Low-, and Low -Income levels. The Original Agreement provided for City loans totaling $2,710,000. The City and Developer are proposing to enter into a Second Amendment to the Disposition and Development Agreement to increase the City Loans to $6,710,000. This Report describes and specifies: 1. The costs to be incurred by the City under the Second Amendment to 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; Section 33433 Summary Report - Final Page 1 Vine Creek Apartments 22006ka I 19454.049.010 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. 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 $6,549,000. • 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 $6,000,000. • The estimated value of the compensation to be received by the City is negative $5,772,000. 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. Section 33433 Summary Report - Final Page 2 Vine Creek Apartments 22006ka I 19454.049.010 • 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. • 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 2024 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, 2025. • The City will contribute up to a total of $6,710,000 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 $5,301,719 Purchase Money Loan $710,000 Total City Loans $6,710,000 • The City Loans will bear a simple annual interest rate of 3% commencing on the date of disbursement. Section 33433 Summary Report - Final Page 3 Vine Creek Apartments 22006ka I 19454.049.010 • The City will receive its pro rata amount of 50% of the public agencies' share 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. Section 33433 Summary Report - Final Page 4 Vine Creek Apartments 22006ka I 19454.049.010 II. COSTS OF THE AGREEMENT TO THE CITY The estimated costs of the Agreement total $6,549,000, reflecting all costs incurred by the City. These costs include the following items: City Costs Amount Original Acquisition Cost (1) $484,000 Third Party Costs (2) $65,000 Subtotal $549,000 Add: City Loans $6,710,000 (Less) Purchase Price received for City Property ($710,000) Total City Costs $6,549,000 (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. Section 33433 Summary Report - Final Page 5 Vine Creek Apartments 22006ka I 19454.049.010 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 March 1, 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. rnnr1w;inn 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. Section 33433 Summary Report - Final Page 6 Vine Creek Apartments 22006ka I 19454.049.010 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 $6,000,000. 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 $28,639,000, or $507 per SF Gross Building Area (GBA), which equates to approximately $477,300 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 $19,513,000, or $345 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 $5,454,000, or 27.9% 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 $1,822,000, or 9.3% of direct costs. Section 33433 Summary Report - Final Page 7 Vine Creek Apartments 22006ka I 19454.049.010 • 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 CRL 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 $556,000. • Other income, such as laundry and vending, is estimated at $13 per unit per month. • A vacancy factor of 5.0% is assumed. • Operating expenses are projected to be $4,900 per unit per year. These expenses include payroll, management fees, administration, utilities, maintenance, and insurance. • Total expenses have been estimated at $5,600 per unit per year. In addition to the operating expenses listed above, these consist of property taxes/assessments, replacement reserves, tenant services, and monitoring fees. Based on these assumptions, stabilized annual NOI for the proposed Project is estimated at $197, 000. Section 33433 Summary Report - Final Page 8 Vine Creek Apartments 22006ka I 19454.049.010 Supportable Funding Sources As shown in Table 4, KMA estimates total available funding sources for the Project comprised of the following: Sources of Funds Amount Supportable Permanent Loan $2,800,000 Tax Credit Equity Investment $16,662,000 Permanent Local Housing Allocation (PHLA) Loan $2,800,000 WRCOG TUMF Fee Waiver $377,000 Total Sources of Funds $22,639,000 The total funding sources of $22,639,000 represent reasonable estimates of the maximum amounts available for each funding source. The Developer bears the risk of pursuing these funding sources to ensure financial feasibility of the Project. 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 $6,000,000, as shown below: Residual Land Value — City Property Amount Total Sources of Funds (Less) Total Development Costs without City Property $22,639,000 ($28,639,000) Residual Land Value — City Property ($6,000,000) Cnnclusinn Based on the foregoing analysis, KMA concludes that the fair re -use value of the City Property is negative $6,000,000. Section 33433 Summary Report - Final Page 9 Vine Creek Apartments 22006ka I 19454.049.010 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 $228,000, assuming a 10.0% discount rate. The following summarizes the total compensation to the City: Compensation to City Amount Purchase Price Present Value of Loan Payments (1) $710,000 $228,000 Total Compensation to City $938,000 (1) Present value figures expressed in 2022 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 ($6,710,000), as shown below: Effective Compensation to City Amount Total Compensation to City (Less) City Loans $938,000 ($6,710,000) Total Effective Compensation to City ($5,772,000) Conclusion Based on the foregoing analysis, KMA concludes that the effective compensation to be paid to the City for the City Property is negative $5,772,000. Section 33433 Summary Report - Final Page 10 Vine Creek Apartments 22006ka I 19454.049.010 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 $5,772,000. 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 and Permanent Local Housing Allocation (PHLA), which impose additional specific covenants and restrictions on development and operation of the Project. Section 33433 Summary Report - Final Page 11 Vine Creek Apartments 22006ka I 19454.049.010 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 Low-, Very Low-, and Low -Income residents. Section 33433 Summary Report - Final Page 12 Vine Creek Apartments 22006ka I 19454.049.010 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 be taken 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 Section 33433 Summary Report - Final Page 13 Vine Creek Apartments 22006ka I 19454.049.010 TABLE 1 PROJECT DESCRIPTION (1) 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 (2) 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 Average Number of Units Unit Size 7 Units 12% 660 SF 32 Units 53% 880 SF 21 Units 35% 1,050 SF 60 Units 100% 914 SF 26 Units/Acre Total 18 Units 6 Units 6 Units 29 Units 1 Unit 60 Units 48% AMI 30% 10% 10% 48% 2% 100% Ex.Low 3 Units 30% Very Low 4 Units 40% 1 Unit ............... 10% Low 2 Units 20% 0 Units 0% 10 Units 100% Su rfa ce/Ca rports/G a rages 33 Spaces 44 Spaces 25 Spaces 102 Spaces 1.70 Spaces/Unit (1) Per Developer correspondence, project description is unchanged from June 2019. (2) Per Pacific West Architecture site plans dated November 21, 2018. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v4_33433;1/31/2022;rsp Page 14 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 $1,710,000 $28,500 $17 Per SF Site Parking $825,000 $13,750 $25,000 Per Space - Garage Shell Construction $16,008,513 $266,809 $283 Per SF GBA FF&E $40,000 $667 Allowance Contingency $930,000 $15,500 5.0% of Directs Total Direct Costs $19,513,513 $325,225 $345 Per SF GBA II. Indirect Costs Architecture & Engineering $600,000 $10,000 3.1% of Directs Permits & Fees (3) $2,039,460 $33,991 $36 Per SF GBA Legal & Accounting $40,000 $667 0.2% of Directs Taxes & Insurance $302,100 $5,035 1.5% of Directs Developer Fee $2,200,000 $36,667 11.3% of Directs Marketing/Lease-Up $72,283 $1,205 0.4% of Directs Contingency $200,000 $3,333 3.8% of Indirects Total Indirect Costs $5,453,843 $90,897 27.9% of Directs III. Financing Costs Loan Fees $287,000 $4,783 1.5% of Directs Interest During Construction/Lease-Up $390,000 $6,500 2.0% of Directs Carrying Costs $784,428 $13,074 4.0% of Directs Title/Recording/Escrow $40,000 $667 0.2% of Directs TCAC Fees/Syndication Costs $105,542 $1,759 0.5% of Directs Operating Lease-Up/Reserves $214,803 $3,580 1.1% of Directs Total Financing Costs $1,821,773 $30,363 9.3% of Directs IV. Total Development Costs (Rounded) $26,789,000 $446,483 $474 Per SF GBA Excl. Developer Property Acquisition V. Acquisition Costs - Developer Property (4) $1,850,000 $30,833 $25 Per SF-Dev. Property VI. Total Development Costs $28,639,000 $477,317 $507 Per SF GBA Incl. 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, January 27, 2022. (5) 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_v4_33433;1/31/2022;rsp Page 15 TABLE 3 NET OPERATING INCOME VINE CREEK APARTMENTS CITY OF TEMECULA # of Total I. Gross Scheduled Income CRL Units Month (4) Annual One Bedroom @ 30% AMI 30% AMI 3 $377 $13,572 One Bedroom @ 40% AMI -- 1 $525 $6,300 One Bedroom @ 50% AMI 50% AMI 1 $673 $8,076 One Bedroom @ 60% AMI 60% AMI 2 $821 $19,704 -------------------------------------------------------------------------------------------------------------------- Two Bedroom @ 30% AMI -- 9 $444 $47,952 Two Bedroom @ 40% AMI 50% AMI 3 $622 $22,392 Two Bedroom @ 50% AMI -- 3 $799 $28,764 Two Bedroom @ 60% AMI -- 17 $977 $199,308 Three Bedroom @ 30% AMI -- 6 $506 $36,432 Three Bedroom @ 40% AMI 50% AMI 1 $712 $8,544 Three Bedroom @ 40% AMI -- 1 $712 $8,544 Three Bedroom @ 50% AMI -- 2 $917 $22,008 Three Bedroom @ 60% AMI -- 10 $1,123 $134,760 Three Bedroom Manager ------------------------------------------------------------------------------------------------------------------- 1 $0 $0 Total 60 $773 $556,356 ------------------------------------------------------------------------------------------------------------------- Add: Other Income $13 /Unit/Month $9,000 Total Gross Scheduled Income (GSI) $565,356 II. Effective Gross Income (EGI) (Less) Vacancy 5.0% of GSI 28 268 Total Effective Gross Income (EGI) $537,088 III. Operating Expenses (Less) Operating Expenses $4,893 /Unit/Year (5) ($293,600) (Less) Property Taxes/Assessments (3) $127 /Unit/Year ($7,600) (Less) Tenant Services $300 /Unit/Year ($18,000) (Less) Replacement Reserves $250 /Unit/Year ($15,000) (Less) County Monitoring Fees 100 /Unit/Year 6 000 Total Expenses $5,670 /Unit/Year ($340,200) 63.3% of EGI IV. Net Operating Income (NOI) $196,888 (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 rent (3) Assumes that the project will receive tax-exempt status. (4) Maximum rents are calculated based on 2021 Tax Credit Allocation Committee (TCAC) income levels and 2021 California Redevelopment Law (CRL) limits as noted above. Maximum rents are net of monthly utility allowance of $67 for one -bedroom, $89 for two -bedroom, and $110 for three -bedroom units. (5) Includes management fee of $31,700, or approximately $44/unit/month. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v4_33433;1/31/2022;rsp Page 16 TABLE 4 RESIDUAL LAND VALUE VINE CREEK APARTMENTS CITY OF TEMECULA I. Sources of Funds Supportable Permanent Loan (1) Tax Credit Equity Investment (2) Deferred Developer Fee (3) County Permanent Local Housing Allocation (PLHA) Loan (4) WRCOG TUMF Fee Waiver Total Sources of Funds II. (Less) Development Costs - Excl. City Property Acquisition Costs Total Per Unit $2,800,000 $46,700 $16,662,000 $277,700 $0 $0 $2,800,000 $46,700 377 000 $6,300 $22,639,000 $377,300 ($28,639,000) 477 300 III. Residual Land Value -City Property ($6,000,000) ($100,000) IV. Public Funding Sources City Capital Loan $5,302,000 $88,400 City Permit & Impact Fee Loan $698,000 $11,600 Total Public Sources $6,000,000 $100,000 Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v4_33433;1/31/2022;rsp Page 17 TABLE 4 (CONT'D.) RESIDUAL LAND VALUE VINE CREEK APARTMENTS CITY OF TEMECULA (1) Supportable Permanent Loan NOI $196,888 Interest Rate 4.50% Term (years) 35 Debt Coverage Ratio 1.24 Annual Debt Service $159,012 Supportable Permanent Loan $2,800,000 (2) Low Income Housing Tax Credits Estimate of Eligible Basis: Total Development Costs $28,639,000 (Less) Ineligible Costs 11% ($3,079,927) Eligible Basis $25,559,073 Tax Credit Proceeds: Maximum Eligible Basis $25,559,073 (Less) Voluntary Adjustment in Basis 14% ($3,516,951) Total Requested Unadjusted Basis $22,042,122 Impacted Bonus Factor 100% $22,042,122 Tax Credit Qualified Units/Applicable Factor 100% $22,042,122 Tax Credit Rate 9.00% $1,983,791 Total Tax Credits @ 10 $19,837,910 Limited Partner Share 100.0% $19,835,926 Tax Credit Equity Investment @ 84% $16,662,178 (3) Estimate of Deferred Developer Overhead Fee Eligible Basis $25,559,073 (Less) Developer Fee ($2,200,000) Unadjusted Eligible Basis $23,359,073 Total Developer Overhead Fee 9.4% $2,200,000 Developer Overhead Fee $2,200,000 Total Deferred Developer Overhead Fee 0.0% $0 (4) County Permanent Local Housing Allocation (PLHA) $2,800,000 Awarded 2021 Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v4_33433;1/31/2022;rsp Page 18 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 Total 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% $556,356 $570,265 $584,522 $599,135 $614,113 $629,466 $645,202 $661,332 $677,866 2.5% $9,000 $9,225 $9,456 $9,692 $9,934 $10,183 $10,437 $10,698 $10,966 5.0% 28 268 28 974 29 699 30 441 31 202 31 982 32 782 33 602 34 442 $537,088 $550,515 $564,278 $578,385 $592,845 $607,666 $622,858 $638,429 $654,390 340 200 351 468 363 128 375 194 387 680 400 600 413 970 427 806 442 123 $196,888 $199,047 $201,150 $203,191 $205,165 $207,066 $208,887 $210,623 $212,267 159 012 159 012 159 012 159 012 159 012 159 012 159 012 159 012 159 012 $37,876 $40,035 $42,138 $44,179 $46,153 $48,054 $49,875 $51,611 $53,255 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) $26,876 $28,705 $30,468 $32,159 $33,772 $35,302 $36,741 $38,083 $39,320 (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. $26,876 $28,705 $30,468 $32,159 $33,772 $35,302 $36,741 $38,083 $39,320 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 19 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 Total VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 10 11 12 13 14 15 16 17 18 19 2.5% $694,812 $712,183 $729,987 $748,237 $766,943 $786,116 $805,769 $825,914 $846,561 $867,725 2.5% $11,240 $11,521 $11,809 $12,104 $12,407 $12,717 $13,035 $13,361 $13,695 $14,037 5.0% 35 303 36 185 37 090 38 017 38 967 39 942 40 940 41 964 43 013 44 088 $670,750 $687,518 $704,706 $722,324 $740,382 $758,892 $777,864 $797,310 $817,243 $837,674 456 939 472 271 488 136 504 554 521 544 539 125 557 319 576 147 595 631 615 793 $213,811 $215,248 $216,570 $217,770 $218,838 $219,766 $220,544 $221,163 $221,612 $221,881 159012 159012 159012 159012 159012 159012 159012 159012 159012 159012 $54,799 $56,236 $57,558 $58,758 $59,826 $60,754 $61,532 $62,151 $62,600 $62,869 3.0% ($6,524) ($6,720) ($6,921) ($7,129) ($7,343) ($7,563) $0 $0 $0 $0 3.0% 7 829 8 063 8 305 8 555 8 811 9 076 9 348 9 628 9 917 10 215 ($14,353) ($14,783) ($15,227) ($15,683) ($16,154) ($16,638) ($9,348) ($9,628) ($9,917) ($10,215) $40,446 $41,453 $42,332 $43,075 $43,672 $44,116 $52,185 $52,523 $52,683 $52,654 (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. $40,446 $41,453 $42,332 $43,075 $43,672 $44,116 $52,185 $52,523 $52,683 $52,654 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 20 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 Total VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 20 21 22 23 24 25 26 27 28 2.5% $889,419 $911,654 $934,445 $957,807 $981,752 $1,006,296 $1,031,453 $1,057,239 $1,083,670 2.5% $14,388 $14,748 $15,116 $15,494 $15,881 $16,279 $16,685 $17,103 $17,530 5.0% 45 190 46 320 47 478 48 665 49 882 51 129 52 407 53 717 55 060 $858,616 $880,082 $902,084 $924,636 $947,752 $971,445 $995,731 $1,020,625 $1,046,140 636 658 658 250 680 595 703 718 727 646 752 409 778 035 804 554 831 998 $221,958 $221,831 $221,489 $220,918 $220,105 $219,036 $217,696 $216,070 $214,142 159012 159012 159012 159012 159012 159012 159012 159012 159012 $62,946 $62,819 $62,477 $61,906 $61,093 $60,024 $58,684 $57,058 $55,130 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 3.0% 10 521 10 837 11 162 11 497 11 842 12 197 12 563 12 940 13 328 ($10,521) ($10,837) ($11,162) ($11,497) ($11,842) ($12,197) ($12,563) ($12,940) ($13,328) $52,425 $51,983 $51,315 $50,410 $49,252 $47,827 $46,122 $44,119 $41,803 (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. $52,425 $51,983 $51,315 $50,410 $49,252 $47,827 $46,122 $44,119 $41,803 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 21 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 Total VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 29 30 31 32 33 34 35 36 37 2.5% $1,110,762 $1,138,531 $1,166,994 $1,196,169 $1,226,073 $1,256,725 $1,288,143 $1,320,347 $1,353,356 2.5% $17,968 $18,418 $18,878 $19,350 $19,834 $20,330 $20,838 $21,359 $21,893 5.0% 56 437 57 847 59 294 60 776 62 295 63 853 65 449 67 085 68 762 $1,072,294 $1,099,101 $1,126,579 $1,154,743 $1,183,612 $1,213,202 $1,243,532 $1,274,621 $1,306,486 860 398 889 789 920 204 951 680 984 253 ($1,017,962) ($1,052,846) ($1,088,947) ($1,126,308) $211,896 $209,312 $206,375 $203,064 $199,359 $195,240 $190,686 $185,673 $180,178 159012 159012 159012 159012 159012 159012 159012 LO LO $52,884 $50,300 $47,363 $44,052 $40,347 $36,228 $31,674 $185,673 $180,178 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 3.0% 13 728 14 139 14 564 15 000 15 450 15 914 16 391 16 883 17 390 ($13,728) ($14,139) ($14,564) ($15,000) ($15,450) ($15,914) ($16,391) ($16,883) ($17,390) $39,156 $36,161 $32,799 $29,051 $24,897 $20,314 $15,282 $168,790 $162,789 (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. $39,156 $36,161 $32,799 $29,051 $24,897 $20,314 $15,282 $168,790 $162,789 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 22 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 Total VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 38 39 40 41 42 43 44 45 46 2.5% $1,387,190 $1,421,869 $1,457,416 $1,493,851 $1,531,198 $1,569,478 $1,608,715 $1,648,932 $1,690,156 2.5% $22,440 $23,001 $23,576 $24,166 $24,770 $25,389 $26,024 $26,674 $27,341 5.0% 70 481 72 244 74 050 75 901 77 798 79 743 81 737 83 780 85 875 $1,339,148 $1,372,627 $1,406,943 $1,442,116 $1,478,169 $1,515,123 $1,553,001 $1,591,826 $1,631,622 ($1,164,971) ($1,204,983) ($1,246,390) ($1,289,242) ($1,333,589) ($1,379,483) ($1,426,978) ($1,476,130) ($1,526,997) $174,177 $167,644 $160,552 $152,874 $144,580 $135,641 $126,024 $115,697 $104,625 $174,177 $167,644 $160,552 $152,874 $144,580 $135,641 $126,024 $115,697 $104,625 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 3.0% 17 911 18 449 19 002 19 572 20 159 20 764 21 387 22 029 22 690 ($17,911) ($18,449) ($19,002) ($19,572) ($20,159) ($20,764) ($21,387) ($22,029) ($22,690) $156,266 $149,196 $141,550 $133,302 $124,421 $114,876 $104,637 $93,668 $81,936 (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. $156,266 $149,196 $141,550 $133,302 $124,421 $114,876 $104,637 $93,668 $81,936 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 23 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 Total VI. Net Cash Flow VII. Developer Fee Repayment Vill. Cash Flow Available for Distribution 47 48 49 50 51 52 53 54 55 2.5% $1,732,410 $1,775,720 $1,820,113 $1,865,616 $1,912,256 $1,960,062 $2,009,064 $2,059,291 $2,110,773 2.5% $28,025 $28,725 $29,443 $30,179 $30,934 $31,707 $32,500 $33,313 $34,145 5.0% 88 022 90 222 92 478 94 790 97 160 99 588 102 078 104 630 107 246 $1,672,413 $1,714,223 $1,757,078 $1,801,005 $1,846,031 $1,892,181 $1,939,486 $1,987,973 $2,037,672 ($1,579,639) ($1,634,118) ($1,690,498) ($1,748,845) ($1,809,229) ($1,871,720) ($1,936,392) ($2,003,322) ($2,072,587) $92,774 $80,105 $66,581 $52,160 $36,802 $20,461 $3,094 ($15,349) ($34,915) $92,774 $80,105 $66,581 $52,160 $36,802 $20,461 $3,094 ($15,349) ($34,915) 3.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 3.0% 23 370 24 071 24 794 25 537 26 303 27 093 27 905 28 742 29 605 ($23,370) ($24,071) ($24,794) ($25,537) ($26,303) ($27,093) ($27,905) ($28,742) ($29,605) $69,404 $56,034 $41,787 $26,623 $10,498 ($6,631) ($24,812) ($44,091) ($64,520) (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. $69,404 $56,034 $41,787 $26,623 $10,498 $0 $0 $0 $0 Prepared by: Keyser Marston Associates, Inc. Filename is\Temecula_Vine Creek_v4_33433;1/31/2022;rsp Page 24 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 $26,876 $28,705 $30,468 $32,159 $33,772 $35,302 $36,741 $38,083 $39,320 II. Allocated to Pay Down City/County Notes 50.0% $13,438 $14,353 $15,234 $16,080 $16,886 $17,651 $18,370 $19,041 $19,660 III. County PLHA Loan ---- ------------I Beginning Balance 1 $2,824,043 $2,847,818 $2,871,332 $2,894,598 $2,917,626 $2,940,429 $2,963,021 $2,985,414 Interest 1.0% --$2,800,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 3 957 4 226 4 485 4 734 4 972 5 197 5 409 5 606 5 788 Ending Balance $2,824,043 $2,847,818 $2,871,332 $2,894,598 $2,917,626 $2,940,429 $2,963,021 $2,985,414 $3,007,626 IV. City Deferred Fee Loan Beginning Balance ------------ $698,000 $709,459 $720,272 $730,463 $740,057 $749,083 $757,569 $765,547 $773,052 Interest 3.0% $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 (Less) Cash Flow Credit (1) 70.6% 9 481 10 127 10 749 11 345 11 914 12 454 12 962 13 435 13 872 Ending Balance $709,459 $720,272 $730,463 $740,057 $749,083 $757,569 $765,547 $773,052 $780,121 V. City Permanent Loan Beginning Balance ------- --------: I $5,461,060 $5,620,120 $5,779,180 $5,938,240 $6,097,300 $6,256,360 $6,415,420 $6,574,480 Interest 3.0% --$5,302,000 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit LO LO LO LO LO LO LO LO LO Ending Balance $5,461,060 $5,620,120 $5,779,180 $5,938,240 $6,097,300 $6,256,360 $6,415,420 $6,574,480 $6,733,540 VI. City Purchase Money Loan Beginning Balance ----------------: I $710,000 I $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 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 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% $228,000 (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 25 TABLE 6 PUBLIC LOAN REPAYMENT SCHEDULE VINE CREEK APARTMENTS CITY OF TEMECULA 10 11 12 13 14 15 16 17 18 19 I. Cash Flow Available for Distribution $40,446 $41,453 $42,332 $43,075 $43,672 $44,116 $52,185 $52,523 $52,683 $52,654 II. Allocated to Pay Down City/County Notes 50.0% $20,223 $20,726 $21,166 $21,537 $21,836 $22,058 $26,092 $26,262 $26,342 $26,327 III. County PLHA Loan Beginning Balance $3,007,626 $3,029,672 $3,051,569 $3,073,338 $3,094,996 $3,116,567 $3,138,073 $3,158,391 $3,178,658 $3,198,903 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 5 954 6 102 6 232 6 341 6 429 6 494 7 682 7 732 7 756 7 751 Ending Balance $3,029,672 $3,051,569 $3,073,338 $3,094,996 $3,116,567 $3,138,073 $3,158,391 $3,178,658 $3,198,903 $3,219,151 IV. City Deferred Fee Loan Beginning Balance $780,121 $786,792 $793,108 $799,114 $804,858 $810,391 $815,767 $818,297 $820,708 $823,062 Interest 3.0% $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 (Less) Cash Flow Credit (1) 70.6% 14 269 14 624 14 934 15 196 15 407 15 563 18 410 18 529 18 586 18 576 Ending Balance $786,792 $793,108 $799,114 $804,858 $810,391 $815,767 $818,297 $820,708 $823,062 $825,426 V. City Permanent Loan Beginning Balance $6,733,540 $6,892,600 $7,051,660 $7,210,720 $7,369,780 $7,528,840 $7,687,900 $7,846,960 $8,006,020 $8,165,080 Interest 3.0% $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit LO LO LO LO LO LO LO LO LO LO Ending Balance $6,892,600 $7,051,660 $7,210,720 $7,369,780 $7,528,840 $7,687,900 $7,846,960 $8,006,020 $8,165,080 $8,324,140 VI. 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 LO LO LO LO $_0 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 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 26 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 $52,425 $51,983 $51,315 $50,410 $49,252 $47,827 $46,122 $44,119 $41,803 II. Allocated to Pay Down City/County Notes 50.0% $26,212 $25,991 $25,658 $25,205 $24,626 $23,914 $23,061 $22,059 $20,901 III. County PLHA Loan Beginning Balance $3,219,151 $3,239,434 $3,259,781 $3,280,227 $3,300,806 $3,321,555 $3,342,514 $3,363,725 $3,385,230 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 7 718 7 653 7 554 7 421 7 251 7 041 6 790 6 495 6 154 Ending Balance $3,239,434 $3,259,781 $3,280,227 $3,300,806 $3,321,555 $3,342,514 $3,363,725 $3,385,230 $3,407,076 IV. City Deferred Fee Loan Beginning Balance $825,426 $827,871 $830,472 $833,309 $836,465 $840,030 $844,097 $848,766 $854,142 Interest 3.0% $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 (Less) Cash Flow Credit (1) 70.6% 18 495 18 339 18 103 17 784 17 375 16 873 16 271 15 565 14 747 Ending Balance $827,871 $830,472 $833,309 $836,465 $840,030 $844,097 $848,766 $854,142 $860,334 V. City Permanent Loan Beginning Balance $8,324,140 $8,483,200 $8,642,260 $8,801,320 $8,960,380 $9,119,440 $9,278,500 $9,437,560 $9,596,620 Interest 3.0% $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit LO LO LO LO LO $0 LO LO LO Ending Balance $8,483,200 $8,642,260 $8,801,320 $8,960,380 $9,119,440 $9,278,500 $9,437,560 $9,596,620 $9,755,680 VI. 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 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 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 27 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 $39,156 $36,161 $32,799 $29,051 $24,897 $20,314 $15,282 $168,790 $162,789 II. Allocated to Pay Down City/County Notes 50.0% $19,578 $18,081 $16,400 $14,526 $12,448 $10,157 $7,641 $84,395 $81,394 III. County PLHA Loan Beginning Balance $3,407,076 $3,429,312 $3,451,988 $3,475,160 $3,498,883 $3,523,218 $3,548,227 $3,573,978 $3,577,130 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 5 764 5 323 4 828 4 277 3 665 2 991 2 250 24 848 23 965 Ending Balance $3,429,312 $3,451,988 $3,475,160 $3,498,883 $3,523,218 $3,548,227 $3,573,978 $3,577,130 $3,581,165 IV. City Deferred Fee Loan Beginning Balance $860,334 $867,460 $875,643 $885,012 $895,703 $907,860 $921,634 $937,182 $898,575 Interest 3.0% $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 (Less) Cash Flow Credit (1) 70.6% 13 814 12 757 11 571 10 249 8 783 7 167 5 391 59 547 57 430 Ending Balance $867,460 $875,643 $885,012 $895,703 $907,860 $921,634 $937,182 $898,575 $862,086 V. City Permanent Loan Beginning Balance $9,755,680 $9,914,740 $10,073,800 $10,232,860 $10,391,920 $10,550,980 $10,710,040 $10,869,100 $11,028,160 Interest 3.0% $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit $0 LO LO LO LO LO LO LO LO Ending Balance $9,914,740 $10,073,800 $10,232,860 $10,391,920 $10,550,980 $10,710,040 $10,869,100 $11,028,160 $11,187,220 VI. 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 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 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 28 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 $156,266 $149,196 $141,550 $133,302 $124,421 $114,876 $104,637 $93,668 $81,936 II. Allocated to Pay Down City/County Notes 50.0% $78,133 $74,598 $70,775 $66,651 $62,210 $57,438 $52,318 $46,834 $40,968 III. County PLHA Loan Beginning Balance $3,581,165 $3,586,160 $3,592,197 $3,599,359 $3,607,735 $3,617,418 $3,628,507 $3,641,103 $3,655,314 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 23 004 21 964 20 838 19 624 18 316 16 911 15 404 13 789 12 062 Ending Balance $3,586,160 $3,592,197 $3,599,359 $3,607,735 $3,617,418 $3,628,507 $3,641,103 $3,655,314 $3,671,252 IV. City Deferred Fee Loan Beginning Balance $862,086 $827,897 $796,203 $767,206 $741,119 $718,165 $698,578 $682,604 $670,037 Interest 3.0% $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,940 $20,478 $20,101 (Less) Cash Flow Credit (1) 70.6% 55 129 52 634 49 937 47 027 43 894 40 527 36 914 33 045 28 906 Ending Balance $827,897 $796,203 $767,206 $741,119 $718,165 $698,578 $682,604 $670,037 $661,232 V. City Permanent Loan Beginning Balance $11,187,220 $11,346,280 $11,505,340 $11,664,400 $11,823,460 $11,982,520 $12,141,580 $12,300,640 $12,459,700 Interest 3.0% $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit LO LO LO LO LO LO LO LO LO Ending Balance $11,346,280 $11,505,340 $11,664,400 $11,823,460 $11,982,520 $12,141,580 $12,300,640 $12,459,700 $12,618,760 VI. City Purchase Money Loan Beginning Balance $1,498,100 $1,519,400 $1,540,700 $1,562,000 $1,583,300 $1,604,600 $1,625,900 $1,647,200 $1,668,500 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 LO LO LO LO LO LO LO LO LO Ending Balance $1,519,400 $1,540,700 $1,562,000 $1,583,300 $1,604,600 $1,625,900 $1,647,200 $1,668,500 $1,689,800 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 29 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 $69,404 $56,034 $41,787 $26,623 $10,498 $0 $0 $0 $0 II. Allocated to Pay Down City/County Notes 50.0% $34,702 $28,017 $20,894 $13,311 $5,249 $0 $0 $0 $0 III. County PLHA Loan Beginning Balance $3,671,252 $3,689,035 $3,708,786 $3,730,634 $3,754,715 $3,781,169 $3,809,169 $3,837,169 $3,865,169 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 $28,000 (Less) Cash Flow Credit (1) 29.4% 10 217 8 249 6 152 3 919 1 545 LO LO L LO Ending Balance $3,689,035 $3,708,786 $3,730,634 $3,754,715 $3,781,169 $3,809,169 $3,837,169 $3,865,169 ; $3,893,169 IV. City Deferred Fee Loan Beginning Balance $661,232 $656,585 $656,514 $661,468 $671,919 $688,373 $709,024 $729,964 $750,904 Interest 3.0% $19,837 $19,698 $19,695 $19,844 $20,158 $20,651 $20,940 $20,940 $20,940 (Less) Cash Flow Credit (1) 70.6% 24 485 19 768 14 742 9 392 3 704 LO LO L LO Ending Balance $656,585 $656,514 $661,468 $671,919 $688,373 $709,024 $729,964 $750,904 ; ____ $771,844 V. City Permanent Loan Beginning Balance $12,618,760 $12,777,820 $12,936,880 $13,095,940 $13,255,000 $13,414,060 $13,573,120 $13,732,180 $13,891,240 Interest 3.0% $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 $159,060 (Less) Cash Flow Credit $0 $0 LO LO LO LO LO LO LO Ending Balance $12,777,820 $12,936,880 $13,095,940 $13,255,000 $13,414,060 $13,573,120 $13,732,180 $13,891,240 ; $14,050,300 VI. City Purchase Money Loan Beginning Balance $1,689,800 $1,711,100 $1,732,400 $1,753,700 $1,775,000 $1,796,300 $1,817,600 $1,838,900 $1,860,200 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 LO LO LO LO LO LO LO L LO Ending Balance $1,711,100 $1,732,400 $1,753,700 $1,775,000 $1,796,300 $1,817,600 $1,838,900 $1,860,200 ; $1,881,500 VII. Total Cash Flow to City - NPV Years 1-55 (2) 10% (1) After repayment of deferred Developer Fee (if any), reflects pro rata portion of 50% of public agencies' share of cash flow. The City Deferred Fee Loan receives 100% of the City's share of residual receipts. After repayment of the City Deferred Fee Loan, the City's share of residual receipts is split pro rata between the City Permanent Loan and the City Purchase Money Loan. (2) Includes Year 55 loan pay-offs. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula -Vine Creek_ v4_33433;1/31/2022;rsp Page 30 WORKSHEET A SUMMARY OF AFFORDABLE RENTS (1) VINE CREEK APARTMENTS CITY OF TEMECULA LOAN AGREEMENT Extremely Low - 30% AMI Very Low - 50% AMI Low - 60% AMI 1 Bedroom 2 Bedroom 3 Bedroom 1 Bedroom 2 Bedroom 3 Bedroom 1 Bedroom 2 Bedroom 3 Bedroom $398 $434 $471 $708 $783 $859 $863 $957 $1,053 1 Bedroom 3 Units $377 3 Units/$377 < a 2 Bedroom 9 Units $444 0 3 Bedroom 6 Units $506 cn Total - 30% AMI 18 Units 1 Bedroom 1 Unit $526 Q 2 Bedroom 3 Units $622 3 Units/$622 o 3 Bedroom 2 Units — $712 1 Unit/$712 Total - 40% AMI 6 Units 1 Bedroom 1 Unit $673 1 Unit/$673 < a 2 Bedroom 3 Units $799 o 3 Bedroom 2 Units — $917 u, Total - 50% AMI 6 Units 1 Bedroom 2 Units $821 2 Units/$821 < a 2 Bedroom 17 Units $977 c 3 Bedroom 10 Units $1,123 Total - 60% AMI 29 Units Total Units (2) 59 Units 3 Units @ 30% AMI 5 Units @ 50% AMI 2 Units @ 60% AMI (1) Reflects 2021 California Redevelopment Law (CRL) rents and Tax Credit Allocation Committee (TCAC) rents net of monthly utility allowance. See Worksheets B through E. (2) Excludes one (1) Manager unit. Prepared by: Keyser Marston Associates Inc. Filename is Temecula —Vine Creek_v4_33433;1/31/2022;rsp Page 31 WORKSHEET B RESTRICTED RENTS - 30% AMI, 2021 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI 30% 30% 30% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $18,600 $20,925 $23,250 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $465 $523 $581 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $398 $434 $471 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AMI 30% 30% 30% Assumed Family Size 1.5 3.0 4.5 Household Income $17,775 $21,330 $24,660 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $444 $533 $616 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $377 $444 $506 (1) Per Developer correspondence received 1/25/22, reflects profile per Housing Authority of the County of Riverside utility allowance profile effective 7/1/20. Monthly Utility One Two Three Gas Heating $17 $19 $20 Gas Cooking $4 $6 $7 Other Electric (SCE) $19 $28 $37 Air Conditioning $14 $19 $25 Gas Water Heating $8 $12 $16 Natural Gas Charge $5 Total $67 $89 $110 Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v4_33433;1/31/2022;rsp Page 32 WORKSHEET C RESTRICTED RENTS - 40% AMI, 2021 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI 50% 50% 50% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $31,000 $34,875 $38,750 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $775 $872 $969 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $708 $783 $859 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AMI 40% 40% 40% Assumed Family Size 1.5 3.0 4.5 Household Income $23,700 $28,440 $32,880 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $593 $711 $822 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $526 $622 $712 (1) Per Developer correspondence received 1/25/22, reflects profile per Housing Authority of the County of Riverside utility allowance profile effective 7/1/20. Monthly Utility One Two Three Gas Heating $17 $19 $20 Gas Cooking $4 $6 $7 Other Electric (SCE) $19 $28 $37 Air Conditioning $14 $19 $25 Gas Water Heating $8 $12 $16 Natural Gas Charge $5 Total $67 $89 $110 Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v4_33433;1/31/2022;rsp Page 33 WORKSHEET D RESTRICTED RENTS - 50% AMI, 2021 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI 50% 50% 50% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $31,000 $34,875 $38,750 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $775 $872 $969 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $708 $783 $859 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AMI 50% 50% 50% Assumed Family Size 1.5 3.0 4.5 Household Income $29,625 $35,550 $41,100 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $740 $888 $1,027 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $673 $799 $917 (1) Per Developer correspondence received 1/25/22, reflects profile per Housing Authority of the County of Riverside utility allowance profile effective 7/1/20. Monthly Utility One Two Three Gas Heating $17 $19 $20 Gas Cooking $4 $6 $7 Other Electric (SCE) $19 $28 $37 Air Conditioning $14 $19 $25 Gas Water Heating $8 $12 $16 Natural Gas Charge $5 Total $67 $89 $110 Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v4_33433;1/31/2022;rsp Page 34 WORKSHEET E RESTRICTED RENTS - 60% AMI, 2021 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI 60% 60% 60% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $37,200 $41,850 $46,500 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $930 $1,046 $1,163 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $863 $957 $1,053 B. Low Income Housing Tax Credit (LIHTC) Program Percent of AMI 60% 60% 60% Assumed Family Size 1.5 3.0 4.5 Household Income $35,550 $42,660 $49,320 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $888 $1,066 $1,233 (Less) Utility Allowance (1) 67 89 110 Maximum Monthly Rent $821 $977 $1,123 (1) Per Developer correspondence received 1/25/22, reflects profile per Housing Authority of the County of Riverside utility allowance profile effective 7/1/20. Monthly Utility One Two Three Gas Heating $17 $19 $20 Gas Cooking $4 $6 $7 Other Electric (SCE) $19 $28 $37 Air Conditioning $14 $19 $25 Gas Water Heating $8 $12 $16 Natural Gas Charge $5 Total $67 $89 $110 Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v4_33433;1/31/2022;rsp Page 35 Item No. 18 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Deputy City Manager DATE: February 22, 2022 SUBJECT: Adopt an Interim Urgency Ordinance of the City Council of the City of Temecula Enacted Pursuant to Government Code Section 65858 Establishing Emergency Regulations Related to Urban Lot Splits and Housing Units Built in Accordance With Senate Bill 9, Declaring the Urgency Thereof and Making a Determination of Exemption Under the California Environmental Quality Act (CEQA) Guidelines Section 15061(B)(3) and Government Code Section 65852.21(J) PREPARED BY: Matt Peters, Senior Planner RECOMMENDATION: That the City Council adopt by a 4/5 vote the urgency ordinance entitled: ORDINANCE NO. 2022- AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ENACTED PURSUANT TO GOVERNMENT CODE SECTION 65858 ESTABLISHING EMERGENCY REGULATIONS RELATED TO URBAN LOT SPLITS AND HOUSING UNITS BUILT IN ACCORDANCE WITH SENATE BILL 9, DECLARING THE URGENCY THEREOF AND MAKING A DETERMINATION OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTIONS 15061(B)(3) AND GOVERNMENT CODE SECTION 65852.21(J) SUMMARY OF ORDINANCE: SB 9 specifically authorizes local agencies to impose objective zoning, subdivision, and design standards consistent with the bill's provisions, and to adopt an ordinance to implement its provisions. The default standards contained in the new state law lack sufficient objective zoning, subdivision, and design standards to preserve the health, welfare and safety of the community. The City of Temecula desires to clarify the objective zoning and design standards that will apply to the ministerial review of qualifying urban lot splits and residential developments in the City's single-family residential zones. BACKGROUND: Current zoning regulations permit up to three units on a parcel zoned for a single-family dwelling: one primary dwelling; one Accessory Dwelling Unit (ADU); and one Junior Accessory Dwelling Unit (JADU). Senate Bill 9 (SB 9) was signed by Governor Newsom on September 16, 2021 and became effective January 1, 2022 (see Attachment 1). It requires that a local jurisdiction allow ministerial approval (no discretionary review) of two units on parcels zoned for single family dwellings per lot and/or the subdivision of a single-family zoned parcel into two equal sized parcels (a 40 to 60 percent split of lot size is allowed). This type of subdivision ("urban lot split") may result in each lot containing a duplex or two detached residential units. SB 9 allows cities to adopt objective development standards that regulate such projects provided they do not conflict with the Senate Bill. All new development resulting from an urban lot split must follow the City's Objective Design Standards adopted by City Council (Ordinance 2022-02), and City Council (Resolution 2022-08). ANALYSIS: If the City Council adopts the proposed Interim Urgency Ordinance at the February 22, 2022 meeting and the City Council wishes to proceed with the first extension, such an extension can be scheduled for a Public Hearing at the March 22, 2022 City Council meeting. But to comply with the extension requirement, the City would have to take action on a written report describing the measures taken to alleviate the condition which led to the adoption of the ordinance. This report would be scheduled for the March 8, 2022 City Council meeting. The zones in the City where SB 9 projects would be permitted to develop include the Hillside Residential (HR), Rural Residential (RR), Very Low Density Residential (VL), Low Density Residential (L-1 and L-2), and Low Medium Density Residential (LM) zoning districts, as well as areas within Specific Plans and Planned Development Overlay Areas that are limited to single family residential uses. Subject to certain exceptions, properties that are identified in the General Plan as being in a "very high fire hazard severity zone" and/or are located within a federally designated 100-year floodplain are excluded from SB 9 projects. In addition, per SB 9, SB 9 projects are also not allowed in the several other areas, including but not limited to earthquake study zones, prime agricultural lands, hazardous waste sites, and historic districts and/or properties with historic resources. Objective Development Standards — SB 9 Housing Development Certain standards, regulations and provisions are established in SB 9 that the City must enforce. These features of the Senate Bill are listed below: • Housing. The City must allow ministerial approval of two units in single-family zones per lot and/or the subdivision of an existing single-family zoned parcel into two approximately equal sized parcels (a 40 to 60 percent split of lot size is allowed). • Preservation of Certain Types of Housing. The SB 9 project cannot require the demolition or alteration of any of the following: (1) rent controlled units, (2) affordable units, (3) units occupied by tenants within the last three years; or (4) units removed from the rental market under the Ellis Act within the last 15 years. • Setbacks. The City must allow setbacks of up to 4 feet from side and rear lot lines. The City is allowed to impose front yards setbacks, provided that the front yard setback does not preclude the development of up to two units of at least 800 square feet of floor area each. The City cannot establish a setback to/for existing structures or structures constructed in the same location and to the same dimensions as an existing structure. • Parking. The City can only require 1 off-street parking space per lot unless the parcel is located within %2 mile of a high -quality transit corridor or major transit stop or there is a car share within one block of the parcel. • Existing Unit Protections. The City must not allow the demolition of more than 25 percent of an existing unit's exterior structural walls, unless permitted by local ordinance or the site has not been occupied by a tenant in the last three years. The interim urgency ordinance includes a provision that prohibits demolishing more than 25 percent of an existing unit as a means of preserving existing housing stock and maintaining current neighborhood appearances as much as possible. • Use Restrictions. The City must prohibit any non-residential uses, short-term rentals (less than 30-day tenancy), and subsequent urban lot splits. The City already prohibits short term rentals in the City. The City must require an applicant for an urban lot split to sign an affidavit stating that the owner intends to occupy one of the housing units as their principal residence for at least three years from the date of the approval of the urban lot split. The City must also mandate continual access to public rights -of -way. • Housing Element Report. The City must report the number of units developed pursuant to SB 9 in its Annual Housing Report. As discussed previously, the City may adopt objective development standards as long as they do not preclude the development of up to two units of at least 800 square feet of floor area each. The City recently adopted Objective Design Standards that apply to multi -family residential projects and could apply to SB 9 projects. Since the City has some authority to adopt objective development standards, it is considered prudent to apply any provisions that could increase community aesthetics as well as promote vehicular and pedestrian safety, emergency response, housing affordability, and compatibility with existing neighborhoods. The following are recommended development standards that have been included in the attached Interim Urgency Ordinance as supplemental to those standards established in SB 9: 1. All new development resulting from an urban lot split must comply with the City's Objective Design Standards adopted by City Council (Ordinance 2022-02, and City Council Resolution 2022-08, if the development meets the definition of a multi -unit residential development. 2. Non-public utility electrical elements such as wires, conduits, junction boxes, transformers, ballasts, and switch and panel boxes shall be concealed from view from adjacent public rights -of -way. 3. All flashing, sheet metal vents, and pipe stacks shall be painted to match the adjacent roof or wall material. 4. Pedestrian access to a public street or alley shall be provided with an exterior pedestrian pathway from the primary entrances of each unit to the adjoining sidewalk, street, or alley. 5. The maximum unit size for any proposed development on an urban lot split shall be 1,200 square feet. Establishing a maximum unit size will promote the intent and purpose of the law (to increase the number of affordable housing units) since smaller homes are considered more affordable. 6. Dwellings proposed in accordance with SB 9 shall be limited to 16 feet of height and consist of no more than one story. It is presumed that single story dwellings will have fewer potential impacts to the existing views and have less construction costs resulting in more affordable housing. 7. Any duplex or other dwelling unit built per the provisions of SB 9 shall provide a 10-foot separation between other dwelling units on the same lot. (Note: this will promote usable open space areas, and reduce architectural mass and bulk). 8. If the project involves an urban lot split, one of the two parcels created shall include a deed restriction for one income restricted dwelling unit that shall be rented or leased at an affordable rent for very low, low or moderate -income households (as defined in Health and Safety Code Section 50053). This means that if there is urban lot split that results in four units (two on each lot), one of the four units will be subject to a deed restriction. The deed restriction shall remain in place for a period of not less than fifty-five years. Upon request from the City, the property owner shall furnish a copy of the rental or lease agreement of the deed restricted unit. Execution and recording of a covenant, supplied by the City and subject to approval by the City Attorney shall be required. This requirement is being recommended to ensure that the new units meet the intention of State law to increase the supply of affordable housing, and to help the City meet its assigned Regional Housing Need Assessment (RHNA) of 4,193 units to be accommodated during the next eight -year housing cycle from 2021-2029. Subdivision/Urban Lot Split Provisions of SB 9 The following list identifies the major parameters pertaining to "urban lot splits" found in SB 9: • Parcel Map. The City is required to ministerially approve an urban lot split through a parcel map for property that is located in a single family zone. • Parcel size. No more than two parcels can be created. The new parcels must be approximately equal in size, with one parcel being no smaller than 40 percent of the original parcel's size and each new parcel containing at least 1,200 square feet. • Further Subdivisions. A City can deny further subdivision of the new parcels or if the owner or someone is acting in concert with the owner has subdivided an adjacent parcel using an urban lot split. • Objective Standards. The urban lot split must conform to all objective requirements of the subdivision map act unless exempted by SB 9. A City is not allowed to apply findings to an SB 9 tentative map or the parcel map. • Public Improvements. The City cannot require dedications of right-of-way or offsite public improvements but can require utility easements and right-of-way access. • Use Restrictions. The City must restrict the newly created parcels to residential uses and require the owner to sign an affidavit committing to occupy one of the units as a principal residence for at least three years. These restrictions may be implemented through an ordinance applicable to urban lot splits or a requirement to record a restrictive covenant. • Preservation of Certain Type of Housing. The SB 9 urban lot split is not allowed if it would require the demolition or alteration of any of the following: (1) rent controlled units, (2) affordable units, (3) units occupied by tenants within the last three years, or (4) units removed from the rental market under the Ellis Act within the last 15 years. • Correction of Non -conforming Zoning. The City cannot require the correction of non- conforming zoning conditions as a condition of parcel map approval. • Housing Element Report. The City must report the number of applications for urban lot splits in its annual Housing Element report. In addition to the above mandates of SB 9, it is recommended that the City adopt the following objective development standards (included in the attached Interim Urgency Ordinance) for urban lot splits to promote logical land development: 1. No flag lots shall be created as a result of an urban lot split if the subject property is adjacent to an alley, located on a corner, or on a through lot. 2. The width of any lot resulting from an urban lot split shall not be less than 20 feet wide. 3. A proposed parcel map shall demonstrate ability to access the public right-of-way in perpetuity. 4. No lot resulting from an urban lot split shall have more than two residential units inclusive of any Accessory Dwelling Unit or Junior Accessory Dwelling Unit. It is important to note that SB 9 allows local Building Officials to deny a two -unit development project or urban lot split only by making a written finding, based on a preponderance of evidence, that the project would have a specific adverse impact on public health and safety or the physical environment, and that there is no feasible method to mitigate or avoid such an impact. A "specific adverse impact" must be significant, quantifiable, and direct, based on an objective written public health or safety standard that existed at the time of the project application was deemed complete. Inconsistency with a City's General Plan or zoning ordinance does constitute a specific adverse impact. Staff will be reviewing these projects on a case by case basis to determine whether or not a specific adverse impact finding can be made. URGENCY ORDINANCE: Adoption of the attached Interim Urgency Ordinance means that the added protection developed by the City will be in place immediately and apply to any applications the City may receive for SB 9 projects for 45 days. State Urgency Ordinance provisions are structured so the during the 45- day period, further studies may be conducted to determine if additional standards or regulations are warranted. After 45 days, the City Council can extend the ordinance for another 320 days and another one-year extension of the ordinance is allowed after the 320-day extension. In summary, the City will have a total of up to two years to develop a permanent SB 9 ordinance. ENVIRONMENTAL REVIEW: The Interim Urgency Ordinance is exempted from the California Environmental Quality Act ("CEQA") because it can be seen with certainty that it has no likelihood of causing a significant negative effect on the environment and accordingly both the City Council's action of adopting this interim Ordinance and the effects derivative from that adoption are exempt from the application of CEQA pursuant to State CEQA Guideline Section 15061(b)(3) (14 Cal. Code Regs 15061(b)(3)). Furthermore, this Interim Ordinance is exempt from CEQA pursuant to Government Code Section 65852.210). FISCAL IMPACT: Costs associated with the code amendment are covered by the General Fund. ALTERNATIVES: Recommended Action: That the City Council adopt, by at least a four -fifths vote, Interim Urgency Ordinance No. 2022-xx, establishing emergency regulations for SB 9 development projects. 2. Provide alternative direction to staff. 3. Council may elect not to adopt Interim Urgency Ordinance No. 2022-xx. ATTACHMENTS: 1. Interim Urgency Ordinance 2022-xx 2. Senate Bill 9 ORDINANCE NO.2022- AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ENACTED PURSUANT TO GOVERNMENT CODE SECTION 65858 ESTABLISHING EMERGENCY REGULATIONS RELATED TO URBAN LOT SPLITS AND HOUSING UNITS BUILT IN ACCORDANCE WITH SENATE BILL 9, DECLARING THE URGENCY THEREOF AND MAKING A DETERMINATION OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15061(B)(3) AND GOVERNMENT CODE SECTION 65852.21(J) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Legislative Findings. The City Council of the City of Temecula does find, determine and declare that: A. California state law allows a City to adopt an interim ordinance that imposes temporary restrictions on the approval of land use entitlements that may be in conflict with a contemplated general plan, specific plan, or zoning proposal that the legislative body or planning commission intends to study within a reasonable time. Pursuant to California Government Code Section 65858, this interim urgency zoning Ordinance must be adopted by not less than a four - fifths vote of the City Council and will be in effect for forty-five (45) days from the date of its adoption. The City Council may consider an extension of this interim Ordinance pursuant to the legal requirements provided in Government Code Section 65858. B. On September 16, 2021 California Governor Gavin Newsom signed SB 9, entitled the "California Home Act", into law, which establishes a series of new regulations to allow for ministerial approval of two units on parcels located in single-family residential zones as outlined in Government Code Sections 65852.21 and 66411.7. SB 9 took effect on January 1, 2022. C. SB 9 requires cities to ministerially approve a parcel map for an urban lot split and/or a proposed housing development containing a maximum of two residential units within a single-family residential zone, if the two -unit or subdivision project meets certain statutory criteria. SB 9 specifies that proposed projects and subdivisions cannot be proposed in prohibited locations under Government Code Section 65913.4(a)(6)(B)-(K), such as in an earthquake fault zone, lands under conservation easement, a federally designated flood plain, and high fire hazard severity zones as defined under state law. D. SB 9 further restricts the standards and regulations that local agencies may impose on qualifying two -unit or subdivision projects. In addition, SB 9 permits a local agency to deny a proposed two -unit or subdivision project only if the agency makes a written finding based on preponderance of the evidence that the proposed project would have a specific, adverse impact upon public health and safety or the physical environment, which is a very high standard for municipalities to meet under the statute. E. The City of Temecula's natural beauty, high quality of life, and diverse residential communities are uniquely valuable public resources. Some parcels within the City are also within high fire hazard severity zones, or other locations where increased density may cause safety concerns. The City has substantial interests in protecting the community against these hazards. Unregulated or disorderly development represents an ever-increasing and true threat to the health, welfare and safety of the community. F. SB 9 specifically authorizes local agencies to impose objective zoning, subdivision, and design standards consistent with the bill's provisions, and to adopt an ordinance to implement its provisions. The default standards contained in the new state law lack sufficient objective zoning, subdivision, and design standards to preserve the health, welfare and safety of the community. The City of Temecula desires to clarify the objective zoning and design standards that will apply to the ministerial review of qualifying urban lot splits and residential developments in the City's single-family residential zones. G. The City Council is concerned that under the City's current zoning standards and current general plan policies, the approval of qualifying urban lot splits and residential developments pursuant to SB 9 might cause a disproportionate public health, safety and welfare impact to the City of Temecula community and to its residents - including potential detrimental impacts on vehicular and pedestrian safety, emergency response, and housing affordability - without compensating benefits to the community. H. The City Council finds that studies need to be conducted to determine the proper location, concentration, regulations, and other land use regulatory controls that need to be in place in order to ensure that the approval of qualifying urban lot splits and residential developments pursuant to SB 9 does not burden the City and its residents and that the procedures for allowing such uses need to be studied to enable the City to address and mitigate potential burdens on the communities affected by these developments. I. The City Council finds that in order to best protect the immediate threat to the public health, safety, and welfare, it is necessary for the City to immediately study and analyze the implications of approving qualifying urban lot splits and residential developments pursuant to SB 9 in the City. J. To accomplish this, the City Council intends to impose, on an urgency basis, emergency regulations related to urban lot splits and residential developments proposed pursuant toSB9. K. These emergency regulations will allow City staff, the City Council, property owners, and the people of the City of Temecula sufficient time to analyze the burdens that urban lot splits and residential developments proposed pursuant to SB 9 will have on the City so that the appropriate land use regulatory controls and zone changes can be adopted if needed. During this period, the City will be able to analyze their potential impacts on the public health. The City Council finds that these studies will help the City Council and the City's Planning Department determine how best to prevent impacts to the public health, safety and welfare. The City Council further finds that these emergency regulations will allow time to evaluate the City's General Plan designations and policies, Housing Element programs, zoning measures or development standards and develop appropriate regulations for qualifying urban lot splits and residential developments in the City to achieve a reasonable level of assurance that there will not be serious negative impacts to the overall community and ensure positive outcomes for the City's residents, business community, property owners, and developers. L. The City Council finds that it is necessary that this interim Ordinance take effect immediately as there is a current and immediate threat to the public health, safety and welfare. Without this interim Ordinance, urban lot splits and residential developments proposed pursuant to SB 9 may be established in the City that may be in conflict with regulations ultimately adopted. Without this interim Ordinance, such urban lot splits and residential developments may be allowed to develop within the City that are incompatible with surrounding neighborhoods. Therefore, a current and immediate threat to the public safety, health and welfare exists. M. For the reasons specified above and all the evidence in the record, the City Council finds that there is a current and immediate threat to the public health, safety and welfare caused by the approval of qualifying urban lot splits and residential developments pursuant to SB 9 in the City, and that the approval of any entitlement to allow such type of use would constitute a current and immediate threat to the public health, safety, and welfare of the residents of the City. SECTION 2. Adoption as an Urgency Interim Zoning Ordinance. This interim Ordinance is adopted as an urgency zoning ordinance pursuant to the provisions of Government Code Section 65858(a), and shall be effective immediately upon its adoption. Based upon the findings set forth in Section 1 of this interim Ordinance, the City Council finds and determines that the adoption of this interim Ordinance as an urgency ordinance is necessary for the immediate preservation of public health, safety and welfare pursuant to the requirements of Government Code Sections 65858(a) and 36937(b). SECTION 3. Prohibition on SB 9 Projects that Fail to Comply with Certain Standards. Notwithstanding any other ordinance or provision of the Temecula Municipal Code, SB 9 Development Projects, as defined herein, are prohibited unless the project complies with the following requirements: A. Definitions. For the purposes of this interim Ordinance, certain words and phrases are defined as follows: "Accessory Dwelling Unit" has the same meaning ascribed in California Government Code Section 65852.2, as the same may be amended from time to time. 2. "Junior Accessory Dwelling Unit" has the same meaning ascribed in California Government Code Section 65852.22, as the same may be amended from time to time. 3. "Primary Residence" means the original dwelling on the property. 4. "SB 9" means a state law passed by the California state senate and approved by the Governor on September 16, 2021. The bill amends Government Code section 66452.6 and adds Government Code sections 65852.21 and 66411.7. 5. "SB 9 Development Project" consists of an Urban Lot Split or development project proposed pursuant to the regulations set forth in SB 9. 6. "Urban Lot Split" means a parcel map subdivision permitted pursuant to the regulations set forth in SB 9 that creates no more than two parcels of approximately equal size. B. Applicability: Ministerial Compliance Review. Notwithstanding any other provision of the Temecula Municipal Code, the provisions of this interim Ordinance shall apply to SB 9 Development Projects and Urban Lot Splits that are proposed for lots in the Hillside Residential (HR), Rural Residential (RR), Very Low Density Residential (VL), Low Density Residential (L-1 and L-2), and Low Medium Density Residential (LM) zoning districts, as well as areas within Specific Plans and Planned Development Overlay Areas that are limited to single family residential uses. Except as expressly provided in this interim Ordinance or SB 9, all other regulations of the underlying zone of a property developed pursuant to SB 9 shall apply, along with all other applicable regulations from the Temecula Municipal Code. 2. Proposed SB 9 Development Projects shall be subject to ministerial review by the Community Development Director or his designee to determine whether the criteria for approval have been met. An Urban Lot Split shall be processed as a parcel map, but no discretionary review or public hearing shall be conducted if all required criteria have been met. 3. Notwithstanding Government Code Section 66411.1, the City shall not require dedications of rights -of -way or the construction of offsite improvements for the parcels being created as a condition of issuing a parcel map for an Urban Lot Split. 4. Applicants are required to submit an application, including any maps, records, or other documents required by the Community Development Director. Applicants must provide a sworn statement affirming eligibility with SB 9 regulations. 5. The City may, at the applicant's expense, conduct independent inquiries and investigation to ascertain the veracity of any or all portions of the sworn statement. C. General Requirements. A property owner seeking approval of an SB 9 Development Project shall comply with the following general requirements: 1. SB 9 and all objective requirements of other applicable state law including the Subdivision Map Act. 2. The Temecula Municipal Code, including Titles 16 (Subdivisions), 15 (Buildings and Construction) and 17 (Zoning), except as expressly provided in SB 9 or in this interim Ordinance. 3. Execution and recording of a covenant, supplied by the City and subject to the approval of the City Attorney, that contains the following provisions: a. Non-residential uses on the site shall be prohibited; b. The short term rental for periods less than 30 days of any units on the site shall be prohibited as provided in Section 17.06.030; C. Any subsequent Urban Lot Split of land that was previously subdivided with an Urban Lot Split shall be prohibited; d. Except as provided in Government Code Section 66411.7 for community land trusts and qualified nonprofit corporations, the owner of the property for which an Urban Lot Split is proposed shall sign an affidavit stating that the owner intends to occupy one of the housing units as their principal residence for at least three years from the date of the approval of the Urban Lot Split; e. Ongoing compliance with all SB 9 requirements and restrictions shall be required; f. Access to the public right-of-way shall be maintained in perpetuity; and g. All required parking shall be maintained. 4. If the SB 9 Development Project involves an Urban Lot Split, one of the two parcels created shall include a deed restriction for one income restricted dwelling unit that shall be rented or leased at an affordable rent for very low, low or moderate -income households (as defined in Health and Safety Code Section 50053). The deed restriction shall remain in place for a period of not less than fifty-five years. Upon request from the City, the property owner shall furnish a copy of the rental or lease agreement for the deed restricted unit. D. Objective Standards. All SB 9 Development Projects shall comply with the following objective standards: 1. All new development resulting from an urban lot split must comply with the City's Objective Design Standards adopted by City Council (Ordinance 2022-02, and City Council Resolution 2022-08 and their successor 5 ordinances and resolutions), to the extent those standards are consistent with SB 9 and this Interim Ordinance. 2. One enclosed or partially enclosed parking space is required for each unit created pursuant to the regulations in SB 9 and this interim Ordinance, unless the parcel upon which the unit is created is within one-half mile walking distance of a high quality transit corridor or a major transit stop or there is a car share vehicle located within one block of the project. Required parking for an Urban Lot Split lot shall be accessed via an alley, if there is an alley adjacent to the lot. 3. The new lot line must be a straight line starting from the front property line to the rear property line, or side if it is a corner lot. There shall be no curves or angles when subdividing a lot. 4. Non-public utility electrical elements such as wires, conduits, junction boxes, transformers, ballasts, and switch and panel boxes shall be concealed from view from adjacent public rights -of -way. 5. All flashing, sheet metal vents, and pipe stacks shall be painted to match the adjacent roof or wall material. 6. Pedestrian access to a public street or alley shall be provided with an exterior pedestrian pathway from the primary entrances of each unit to the adjoining sidewalk, street, or alley. 7. More than 25 percent of the exterior structural walls of a Primary Residence shall not be demolished if the Primary Residence has been occupied by a tenant in the three years prior to the submission of an SB 9 Development Project application. 8. No unit created pursuant to the regulations in SB 9 and this interim Ordinance shall exceed 16 feet and one story in height. 9. No unit created pursuant to the regulations in SB 9 and this interim Ordinance shall be more than 1,200 square feet in floor area. For the purposes of this interim Ordinance, basements shall count as floor area. 10. Any units created pursuant to the regulations in SB 9 and this interim Ordinance shall have a minimum four foot setback from all side and rear lot lines except as allowed by Government Code Section 65852.21. 11. Any units created pursuant to the regulations in SB 9 and this interim Ordinance shall be separated from any other units on the same lot by at least 10 feet. 12. An SB 9 Development Project shall not require the demolition or alteration of any of the following: 6 a. Housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income. b. Housing that is subject to any form of rent or price control through a public entity's valid exercise of its police power. Housing that has been occupied by a tenant in the three years prior to the submission of an SB 9 Development Project application. d. Housing units removed from the rental market under the Ellis Act within the 15 years prior to the submission of an SB 9 Development Project application. 13. A SB 9 Development Project shall not be permitted on a parcel located in: a. Prime farmland or farmland of statewide importance, as defined pursuant to United States Department of Agriculture land inventory and monitoring criteria, as modified for California, and designated on the maps prepared by the Farmland Mapping and Monitoring Program of the State Department of Conservation. b. Wetlands, as defined in the United States Fish and Wildlife Service Manual, Part 660 FW 2 (June 21, 1993). A very high fire hazard severity zone, as determined by the State Department of Forestry and Fire Protection pursuant to Government Code Section 51178, or within a high or very high fire hazard severity zone as indicated on maps adopted by the State Department of Forestry and Fire Protection pursuant to Public Resources Code Section 4202. This subparagraph does not apply to sites excluded from the specified hazard zones by a local agency, pursuant to subdivision (b) of Government Code Section 51179, or sites that have adopted fire hazard mitigation measures pursuant to existing building standards or state fire mitigation measures applicable to the development. d. A hazardous waste site that is listed pursuant to Government Code Section 65962.5 or a hazardous waste site designated by the State Department of Toxic Substances Control pursuant to Health and Safety Code Section 25356, unless the State Department of Public Health, State Water Resources Control Board, or State Department of Toxic Substances Control has cleared the site for residential use or residential mixed uses. A delineated earthquake fault zone as determined by the State Geologist in any official maps published by the State Geologist, unless the development complies with applicable seismic protection building code standards adopted by the California Building Standards Commission under the California Building Standards Law (Part 2.5 (commencing with Section 18901) of Division 13 of the Health and Safety Code), and by any local building department under Chapter 12.2 (commencing with Section 8875) of Division 1 of Title 2 of the Government Code. f. A special flood hazard area subject to inundation by the 1 percent annual chance flood (100-year flood) as determined by the Federal Emergency Management Agency in any official maps published by the Federal Emergency Management Agency, unless either of the following are met: (1) the site has been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the City, or (2) the site meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program pursuant to Part 59 (commencing with Section 59.1) and Part 60 (commencing with Section 60.1) of Subchapter B of Chapter I of Title 44 of the Code of Federal Regulations. g. A regulatory floodway as determined by the Federal Emergency Management Agency in any official maps published by the Federal Emergency Management Agency, unless the development has received a no -rise certification in accordance with Section 60.3(d)(3) of Title 44 of the Code of Federal Regulations. h. Lands identified for conservation in an adopted natural community conservation plan pursuant to the Natural Community Conservation Planning Act (Chapter 10 (commencing with Section 2800) of Division 3 of the Fish and Game Code), habitat conservation plan pursuant to the federal Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.), or other adopted natural resource protection plan. Habitat for protected species identified as candidate, sensitive, or species of special status by state or federal agencies, fully protected species, or species protected by the federal Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.), the California Endangered Species Act (Chapter 1.5 (commencing with Section 2050) of Division 3 of the Fish and Game Code), or the Native Plant Protection Act (Chapter 10 (commencing with Section 1900) of Division 2 of the Fish and Game Code). j. Lands under conservation easement. k. A historic district or property included on the State Historic Resources Inventory, as defined in Section 5020.1 of the Public Resources Code, or a site that is designated or listed as a local landmark or historic property or district by the City. 14. SB 9 projects shall comply with the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP), the MSHCP implementing agreement, and pay any applicable fees including any local development mitigation fee. 15. An Urban Lot Split shall comply with SB 9, the standards set forth above, and the following standards: a. No lot resulting from an Urban Lot Split shall be smaller than 1,200 square feet. b. No lot resulting from an Urban Lot Split shall have more than two residential units inclusive of any Accessory Dwelling Unit or Junior Accessory Dwelling Unit. C. The two lots resulting from an Urban Lot Split shall be approximately equal in size, and no smaller than 40 percent or larger than 60 percent of the lot area of the original parcel. d. No flag lots shall be created as a result of an Urban Lot Split if the subject property is adjacent to an alley, located on a corner, or on a through lot. The width of any lot resulting from an Urban Lot Split shall not be less than 20 feet wide. f. The proposed parcel map shall demonstrate the ability to access the public right-of-way in perpetuity. E. Exceptions. The Community Development Director shall approve an exception to any of the standards specified in this interim Ordinance upon determining that complying with the standard would physically preclude the construction of up to two residential units per lot or would physically preclude either of the two residential units from being 800 square feet in floor area. F. Denial. The Building Official may deny an application for an SB 9 Development Project upon making both of the following findings in writing based upon a preponderance of evidence: The proposal would have a specific, adverse impact upon the public health and safety or the physical environment as defined and determined in Government Code Section 65589.5(d)(2). 2. There is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact. SECTION 4. CEQA Finding. The City Council hereby finds, in the exercise of its independent judgment and analysis, that this interim Ordinance is exempt from the California Environmental Quality Act ("CEQA") because it can be seen with certainty that this interim Ordinance has no likelihood of causing a significant negative effect on the environment and accordingly both the City Council's action of adopting this interim Ordinance and the effects derivative from that adoption are exempt from the application of CEQA pursuant to State CEQA Guideline Section 15061(b)(3) (14 Cal. Code Regs. § 15061(b)(3)). This interim Ordinance will provide temporary emergency regulations related to SB 9 Development Projects and Urban Lot Splits in the City in order to protect the public health, safety, and general welfare, and will thereby serve to avoid potentially significant adverse environmental impacts during the term of the emergency regulations. There is no possibility that adopting this interim Ordinance will have a significant effect on the environment. It is therefore not subject to the California Environmental Quality Act review pursuant to Title 14, Chapter 3, Section 15061(b)(3) of the California Code of Regulations and no environmental analysis is required. Furthermore, this interim Ordinance is exempt from the CEQA pursuant to Government Code Section 65852.210). The Community Development Director shall prepare and file a Notice of Exemption for this interim Ordinance. SECTION 5. Planning Studies. City staff shall promptly commence the studies they may deem necessary and appropriate to make a recommendation to this City Council regarding the structuring of the General Plan, zoning and other necessary regulatory controls over SB 9 Development Projects within the City of Temecula. Pursuant to Government Code Section 65858(d), City staff shall prepare and submit for City Council adoption, at least ten (10) days prior to the expiration of this interim Ordinance, or any extension hereof, a written report describing the measures taken to alleviate the conditions which led to the adoption of this interim Ordinance. SECTION 6. Extension of Time. The Community Development Director and the City Clerk's office shall undertake all actions legally necessary to extend this interim Ordinance in the event the studies desired by this City Council will not be concluded on or before the forty-fifth (45th) day subsequent to the adoption of this interim Ordinance. SECTION 7. Effect of Ordinance. This interim Ordinance is intended to supersede any ordinance or resolution of the City of Temecula in conflict with the terms of this interim Ordinance; provided, however, that nothing contained in this interim Ordinance is intended to nor shall be construed to impair the prosecution or other enforcement action for violations of such ordinances. SECTION 8. Severability. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this interim Ordinance, 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 interim Ordinance. The City Council hereby declares that it would have adopted this interim Ordinance, 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 9. Effective Date. This interim Ordinance shall take effect immediately upon its passage. It shall be of no further force or effect forty-five (45) days from the date of its adoption unless extended pursuant to the legal requirements contained in Government Code Section 65858. 10 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2022. ATTEST: Randi Johl, City Clerk [SEAL] Matt Rahn, Mayor m 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. 2022- was duly adopted and passed as an interim urgency ordinance at a meeting of the City Council of the City of Temecula on the 22"d day of February, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 12 Q STATE OF CALIFORNIA LECI TIV, AUTHENTICATED COUSun ELECTRONIC LEGAL MATERIAL Senate Bill No. 9 CHAPTER 162 An act to amend Section 66452.6 of, and to add Sections 65852.21 and 66411.7 to, the Government Code, relating to land use. [Approved by Governor September 16, 2021. Filed with Secretary of State September 16, 2021.] LEGISLATIVE COUNSEL'S DIGEST SB 9, Atkins. Housing development: approvals. The Planning and Zoning Law provides for the creation of accessory dwelling units by local ordinance, or, if a local agency has not adopted an ordinance, by ministerial approval, in accordance with specified standards and conditions. This bill, among other things, would require a proposed housing development containing no more than 2 residential units within a single-family residential zone to be considered ministerially, without discretionary review or hearing, if the proposed housing development meets certain requirements, including, but not limited to, that the proposed housing development would not require demolition or alteration of housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income, that the proposed housing development does not allow for the demolition of more than 25% of the existing exterior structural walls, except as provided, and that the development is not located within a historic district, is not included on the State Historic Resources Inventory, or is not within a site that is legally designated or listed as a city or county landmark or historic property or district. The bill would set forth what a local agency can and cannot require in approving the construction of 2 residential units, including, but not limited to, authorizing a local agency to impose objective zoning standards, objective subdivision standards, and objective design standards, as defined, unless those standards would have the effect of physically precluding the construction of up to 2 units or physically precluding either of the 2 units from being at least 800 square feet in floor area, prohibiting the imposition of setback requirements under certain circumstances, and setting maximum setback requirements under all other circumstances. The Subdivision Map Act vests the authority to regulate and control the design and improvement of subdivisions in the legislative body of a local agency and sets forth procedures governing the local agency's processing, approval, conditional approval or disapproval, and filing of tentative, final, and parcel maps, and the modification of those maps. Under the Subdivision Map Act, an approved or conditionally approved tentative map expires 24 94 Ch. 162 —2 months after its approval or conditional approval or after any additional period of time as prescribed by local ordinance, not to exceed an additional 12 months, except as provided. This bill, among other things, would require a local agency to ministerially approve a parcel map for an urban lot split that meets certain requirements, including, but not limited to, that the urban lot split would not require the demolition or alteration of housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income, that the parcel is located within a single-family residential zone, and that the parcel is not located within a historic district, is not included on the State Historic Resources Inventory, or is not within a site that is legally designated or listed as a city or county landmark or historic property or district. The bill would set forth what a local agency can and cannot require in approving an urban lot split, including, but not limited to, authorizing a local agency to impose objective zoning standards, objective subdivision standards, and objective design standards, as defined, unless those standards would have the effect of physically precluding the construction of 2 units, as defined, on either of the resulting parcels or physically precluding either of the 2 units from being at least 800 square feet in floor area, prohibiting the imposition of setback requirements under certain circumstances, and setting maximum setback requirements under all other circumstances. The bill would require an applicant to sign an affidavit stating that they intend to occupy one of the housing units as their principal residence for a minimum of 3 years from the date of the approval of the urban lot split, unless the applicant is a community land trust or a qualified nonprofit corporation, as specified. The bill would prohibit a local agency from imposing any additional owner occupancy standards on applicants. By requiring applicants to sign affidavits, thereby expanding the crime of perjury, the bill would impose a state -mandated local program. The bill would also extend the limit on the additional period that may be provided by ordinance, as described above, from 12 months to 24 months and would make other conforming or nonsubstantive changes. The California Environmental Quality Act (CEQA) requires a lead agency, as defined, to prepare, or cause to be prepared, and certify the completion of, an environmental impact report on a project that it proposes to carry out or approve that may have a significant effect on the environment. CEQA does not apply to the approval of ministerial projects. This bill, by establishing the ministerial review processes described above, would thereby exempt the approval of projects subject to those processes from CEQA. The California Coastal Act of 1976 provides for the planning and regulation of development, under a coastal development permit process, within the coastal zone, as defined, that shall be based on various coastal resources planning and management policies set forth in the act. 94 Ch. 162 This bill would exempt a local agency from being required to hold public hearings for coastal development permit applications for housing developments and urban lot splits pursuant to the above provisions. By increasing the duties of local agencies with respect to land use regulations, the bill would impose a state -mandated local program. The bill would include findings that changes proposed by this bill address a matter of statewide concern rather than a municipal affair and, therefore, apply to all cities, including charter cities. The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. This bill would provide that no reimbursement is required by this act for specified reasons. The people of the State of California do enact as follows: SECTION 1. Section 65852.21 is added to the Government Code, to read: 65852.21. (a) A proposed housing development containing no more than two residential units within a single-family residential zone shall be considered ministerially, without discretionary review or a hearing, if the proposed housing development meets all of the following requirements: (1) The parcel subject to the proposed housing development is located within a city, the boundaries of which include some portion of either an urbanized area or urban cluster, as designated by the United States Census Bureau, or, for unincorporated areas, a legal parcel wholly within the boundaries of an urbanized area or urban cluster, as designated by the United States Census Bureau. (2) The parcel satisfies the requirements specified in subparagraphs (B) to (K), inclusive, of paragraph (6) of subdivision (a) of Section 65913.4. (3) Notwithstanding any provision of this section or any local law, the proposed housing development would not require demolition or alteration of any of the following types of housing: (A) Housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income. (B) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its police power. (C) Housing that has been occupied by a tenant in the last three years. (4) The parcel subject to the proposed housing development is not a parcel on which an owner of residential real property has exercised the owner's rights under Chapter 12.75 (commencing with Section 7060) of Division 7 of Title 1 to withdraw accommodations from rent or lease within 15 years before the date that the development proponent submits an application. 94 Ch. 162 —4 (5) The proposed housing development does not allow the demolition of more than 25 percent of the existing exterior structural walls, unless the housing development meets at least one of the following conditions: (A) If a local ordinance so allows. (B) The site has not been occupied by a tenant in the last three years. (6) The development is not located within a historic district or property included on the State Historic Resources Inventory, as defined in Section 5020.1 of the Public Resources Code, or within a site that is designated or listed as a city or county landmark or historic property or district pursuant to a city or county ordinance. (b) (1) Notwithstanding any local law and except as provided in paragraph (2), a local agency may impose objective zoning standards, objective subdivision standards, and objective design review standards that do not conflict with this section. (2) (A) The local agency shall not impose objective zoning standards, objective subdivision standards, and objective design standards that would have the effect of physically precluding the construction of up to two units or that would physically preclude either of the two units from being at least 800 square feet in floor area. (B) (i) Notwithstanding subparagraph (A), no setback shall be required for an existing structure or a structure constructed in the same location and to the same dimensions as an existing structure. (ii) Notwithstanding subparagraph (A), in all other circumstances not described in clause (i), a local agency may require a setback of up to four feet from the side and rear lot lines. (c) In addition to any conditions established in accordance with subdivision (b), a local agency may require any of the following conditions when considering an application for two residential units as provided for in this section: (1) Off-street parking of up to one space per unit, except that a local agency shall not impose parking requirements in either of the following instances: (A) The parcel is located within one-half mile walking distance of either a high -quality transit corridor, as defined in subdivision (b) of Section 21155 of the Public Resources Code, or a major transit stop, as defined in Section 21064.3 of the Public Resources Code. (B) There is a car share vehicle located within one block of the parcel. (2) For residential units connected to an onsite wastewater treatment system, a percolation test completed within the last 5 years, or, if the percolation test has been recertified, within the last 10 years. (d) Notwithstanding subdivision (a), a local agency may deny a proposed housing development project if the building official makes a written finding, based upon a preponderance of the evidence, that the proposed housing development project would have a specific, adverse impact, as defined and determined in paragraph (2) of subdivision (d) of Section 65589.5, upon public health and safety or the physical environment and for which there is 94 5 — Ch. 162 no feasible method to satisfactorily mitigate or avoid the specific, adverse impact. (e) A local agency shall require that a rental of any unit created pursuant to this section be for a term longer than 30 days. (f) Notwithstanding Section 65852.2 or 65852.22, a local agency shall not be required to permit an accessory dwelling unit or a junior accessory dwelling unit on parcels that use both the authority contained within this section and the authority contained in Section 66411.7. (g) Notwithstanding subparagraph (B) of paragraph (2) of subdivision (b), an application shall not be rejected solely because it proposes adjacent or connected structures provided that the structures meet building code safety standards and are sufficient to allow separate conveyance. (h) Local agencies shall include units constructed pursuant to this section in the annual housing element report as required by subparagraph (I) of paragraph (2) of subdivision (a) of Section 65400. (i) For purposes of this section, all of the following apply: (1) A housing development contains two residential units if the development proposes no more than two new units or if it proposes to add one new unit to one existing unit. (2) The terms "objective zoning standards," "objective subdivision standards," and "objective design review standards" mean standards that involve no personal or subjective judgment by a public official and are uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant or proponent and the public official prior to submittal. These standards may be embodied in alternative objective land use specifications adopted by a local agency, and may include, but are not limited to, housing overlay zones, specific plans, inclusionary zoning ordinances, and density bonus ordinances. (3) "Local agency" means a city, county, or city and county, whether general law or chartered. 0) A local agency may adopt an ordinance to implement the provisions of this section. An ordinance adopted to implement this section shall not be considered a project under Division 13 (commencing with Section 21000) of the Public Resources Code. (k) Nothing in this section shall be construed to supersede or in any way alter or lessen the effect or application of the California Coastal Act of 1976 (Division 20 (commencing with Section 30000) of the Public Resources Code), except that the local agency shall not be required to hold public hearings for coastal development permit applications for a housing development pursuant to this section. SEC. 2. Section 66411.7 is added to the Government Code, to read: 66411.7. (a) Notwithstanding any other provision of this division and any local law, a local agency shall ministerially approve, as set forth in this section, a parcel map for an urban lot split only if the local agency determines that the parcel map for the urban lot split meets all the following requirements: 94 Ch. 162 — 6 (1) The parcel map subdivides an existing parcel to create no more than two new parcels of approximately equal lot area provided that one parcel shall not be smaller than 40 percent of the lot area of the original parcel proposed for subdivision. (2) (A) Except as provided in subparagraph (B), both newly created parcels are no smaller than 1,200 square feet. (B) A local agency may by ordinance adopt a smaller minimum lot size subject to ministerial approval under this subdivision. (3) The parcel being subdivided meets all the following requirements: (A) The parcel is located within a single-family residential zone. (B) The parcel subject to the proposed urban lot split is located within a city, the boundaries of which include some portion of either an urbanized area or urban cluster, as designated by the United States Census Bureau, or, for unincorporated areas, a legal parcel wholly within the boundaries of an urbanized area or urban cluster, as designated by the United States Census Bureau. (C) The parcel satisfies the requirements specified in subparagraphs (B) to (K), inclusive, of paragraph (6) of subdivision (a) of Section 65913.4. (D) The proposed urban lot split would not require demolition or alteration of any of the following types of housing: (i) Housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income. (ii) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its police power. (iii) A parcel or parcels on which an owner of residential real property