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HomeMy WebLinkAbout11292022 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 II]. AGENDA TEMECULA CITY COUNCIL REGULAR ADJOURNED MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA NOVEMBER 29, 2022 - 6:00 PM CLOSED SESSION - 4:30 PM CONFERENCE WITH LEGAL COUNSEL — REAL PROPERTY NEGOTIATIONS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the acquisition of certain property interests, including certain permanent maintenance and access easements, temporary construction easements with a term of twelve months, covenants for construction of certain permanent improvements, and a conservation easement on four properties described below in connection with the proposed extension of Nicolas Road from its current termination at Calle Girasol easterly to Butterfield Stage Road, Project Number LD20-1114 ("Project"). Negotiators for the City are Patrick Thomas and Ron Moreno. The negotiators for the respective real property interests are set forth below. (i) The acquisition of certain property interests from the real property located at 31249 Indian Summer Drive in the City of Temecula (APN 957-090-022). Specifically, the City seeks to acquire an approximate 83,324 square foot temporary construction easement with a term of 12 months, covenant authorizing the construction of certain permanent improvements in portions of that 83,324 square foot area, and an approximate 51,003 square foot conservation easement. The negotiating parties are the City of Temecula and the property owners Lam Ngo and Huyen Lam Tran. Under negotiations are price and terms of the acquisition of these property interests. (ii) The acquisition of certain property interests from the real property located at 39622 Leifer Road in the City of Temecula (APN 957-090-023). Specifically, the City seeks to acquire an approximate 31,168 square foot temporary construction easement with a term of 12 months, covenant authorizing the construction of certain permanent improvements in portions of that 31,168 square foot area. The negotiating parties are the City of Temecula and the property owners Isaac G. Navejar and Isabel L. Navejar, as Co -Trustees of the Navejar Living Trust, U/A dated July 18, 2019. Under negotiations are price and terms of the acquisition of these property interests. (iii) The acquisition of certain property interests from the real property located at 31270 Tommy Lane in the City of Temecula (APN 957-150-005). Specifically, the City seeks to acquire an approximate 31,520 square foot temporary construction easement with a term of 12 months and an approximate 26,957 square foot permanent maintenance and access easement. The negotiating parties are the City of Temecula and the property owners Jose Leonardo Garcia and Mayerling Alida Monteros-Garcia. Under negotiations are price and terms of the acquisition of these property interests. Page 1 City Council Agenda November 29, 2022 (iv) The acquisition of certain property interests from the real property located at 39280 Deputy Road in the City of Temecula (APN 957-090-019). Specifically, the City seeks to acquire an approximate 29,630 square foot temporary construction easement with a term of 12 months, covenant authorizing the construction of certain permanent improvements in portions of that 29,630 square foot area, an approximate 16,956 square foot permanent maintenance and access easement, and a approximate 648.59 SF public utility easement in favor of SCE. The negotiating parties are the City of Temecula and the property owners Sohan Singh and Kuldip Kaur Singh. Under negotiations are price and terms of the acquisition of these property interests. CITY MANAGER ANNUAL PERFORMANCE EVALUATION. The City Council will meet in closed session pursuant to Government Code Sections 54957 and 54957.6 to evaluate the performance of the City Manager and establish goals and performance objectives for the next year as required by the City Manager's Employment Agreement. Pursuant to Government Code Section 94957.6 the Council will also meet with its designated representatives, Mayor Matt Rahn, Mayor Pro Tern Schwank and City Attorney Peter Thorson, to provide direction to the designated representatives concerning the negotiation of salary, compensation and/or benefits for the unrepresented employee position of City Manager. Any changes to the City Manager's Employment Agreement would only be taken at a regularly scheduled open and public meeting of the City Council. CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(4) with respect to three matters of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City. Based on existing facts and circumstances, the City Council will decide whether to initiate litigation. CALL TO ORDER: Mayor Matt Rahn INVOCATION: Chaplain Themba M. Mzizi of Riverside County Sheriffs Department FLAG SALUTE: Mayor Matt Rahn ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart PRESENTATIONS Certificate of Recognition for Bryon Lively of Temecula Valley Veterans of Foreign Wars Proclamation for Kimberly Adams, Former Executive Director of Visit Temecula Valley BOARD / COMMISSION REPORTS Community Services Commission, Planning Commission and Race, Equity, Diversity and Inclusion Commission PUBLIC SAFETY REPORT Riverside County Sheriffs Department Page 2 City Council Agenda November 29, 2022 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. 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 November 15, 2022 Recommendation: Attachments: That the City Council approve the action minutes of November 15, 2022. Action Minutes 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: Page 3 City Council Agenda November 29, 2022 4. 5. 6. 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 Approve Financial Statements for the 4th Quarter Ended June 30, 2022 Recommendation: That the City Council: 1. Receive and file the financial statements for the 4th quarter ended June 30, 2022; and 2. Approve the following Fiscal Year 2021-22 appropriations: a. City Manager Salaries & Wages (001.110.999.5100) $80,000 b. City Attorney Legal Services (001.130.999.5246) $80,000 c. Operating Transfer Into General Fund (001.199.4090) $84,681 d. Operating Transfer Out from SLESF Fund (160.199.999.5901) $84,681 e. Insurance Fund Claims (300.199.999.5207) $93,000 f. Facilities Fund Utilities (340.199.706.5240) $83,000 3. Appropriate $2,000,000 of the year-end General Fund surplus to the Pension Trust (PARS), in accordance with Budget Policy XII in Fiscal Year 2022-23. Attachments: Agenda Report City Fund Summaries AUUrove Agreement for Minor Maintenance Services with Lawnscape Svstems. Inc.. for Weed Abatement Maintenance Services for Fiscal Years 2023-2027 Recommendation: That the City Council approve an agreement for minor maintenance services with Lawnscape Systems, Inc., for weed abatement maintenance services for Fiscal Years 2023-2027, in the amount of $1,250,000. Attachments: Agenda Report Agreement Award Construction Contract to Makelele Systems Landscape & Maintenance Inc. for the Recycled Water Accelerated Retrofit Program, Project No. PW21-04 Recommendation: That the City Council: 1. Award a construction contract to Makelele Systems Landscape & Page 4 City Council Agenda November 29, 2022 Maintenance Inc., in the amount of $89,120 for the Recycled Water Accelerated Retrofit Program, Project No. PW21-04; and 2. Authorize the City Manager to approve construction change orders up to $8,912, which is equal to 10% of the Contract amount; and 3. Make a finding that the Recycled Water Accelerated Retrofit Program, Project No. PW21-04 is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. Attachments: Agenda Report Contract. Project Description Location Map 7. ADDrove License Agreement for Use of Real Pronertv RiLht of Entry and Access Agreement for 8. 9. City Owned Land Located at Assessor's Parcel No. 910-262-061 Between Greystar, LP and City of Temecula Recommendation: That the City Council approve and execute the license agreement for use of real property right of entry and access agreement for the land located at Assessor's Parcel No. 910-262-061 between Greystar, LP and City of Temecula. Attachments: Agenda Report License Agreement Land Appraisal Report Approve Third Amendment to Agreement with Mark Thomas & Company, Inc. for I-15 Congestion Relief Project, PW 19-02 Recommendation: That the City Council: 1. Approve the third 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 for the I-15 Congestion Relief Project, PW 19-02; and 2. Increase the City Manager's authority to approve extra work authorizations by the same amount. Attachments: Agenda Report Amendment CEP Budget Sheet Approve Second Amendment to Disposition and Development Agreement with Alitra, LLC for Disposition of Property Located on Corner of Rancho California Road and Diaz Road (APN: Page 5 City Council Agenda November 29, 2022 951-021-089) and Portion of Diaz Road Recommendation That the City Council approve the second amendment to the disposition and development agreement with Alitra, LLC, for the disposition and hotel development of the property located on the corner of Rancho California Road and Diaz Road (APN: 951-021-089) and a portion of Diaz Road. Attachments: Agenda Report Second Amendment RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND/OR THE TEMECULA PUBLIC FINANCING AUTHORITY Page 6 City Council Agenda November 29, 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. 10. Approve Action Minutes of November 15, 2022 Recommendation: That the Board of Directors approve the action minutes of November 15, 2022. Attachments: Action Minutes 11. Approve Financial Statements for the 4th Quarter Ended June 30, 2022 Recommendation: That the Board of Directors receive and file the financial statements for the 4th quarter ended June 30, 2022. Attachments: Agenda Report TCSD Fund Summaries Page 7 City Council Agenda November 29, 2022 12. Adopt Resolutions Regarding . Annexation of Tract Map Numbers 37341-1 through 37341-10, within Sommers Bend, to Service Level B (Residential Street Lights) Rates and Charges (Located on East Side of Butterfield Stage Road and North of Lon _ Valley Wasji� Recommendation That the Board of Directors adopt resolutions entitled: RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DECLARING INTENTION TO ANNEX PROPERTY TO SERVICE LEVEL B - RESIDENTIAL STREET LIGHTS AND TO LEVY ASSESSMENTS ON SUCH PROPERTY FOR FISCAL YEAR 2023-24, APPROVING THE ENGINEER'S REPORT, AND SETTING THE DATE, TIME AND PLACE OF A PUBLIC HEARING ON THE PROPOSED ANNEXATION AND ASSESSMENTS RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, INITIATING PROCEEDINGS TO ANNEX PROPERTY TO SERVICE LEVEL B FOR FISCAL YEAR 2023-24 Attachments: Agenda Report Vicinity Map Resolution of Intention Exhibit A Resolution of Initiating Proceedings 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, December 13, 2022, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 8 City Council Agenda November 29, 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. 13. Approve Financial Statements for the 4th Quarter Ended June 30, 2022 Recommendation: That the Board of Directors: 1. Receive and file the financial statements for the 4th quarter ended June 30, 2022; and 2. Approve the following Fiscal Year 2021-22 appropriations: a. SARDA Operating Transfer Out to the Affordable Housing Fund $250,000 b. SARDA Contributions to City (Las Haciendas CIP) $7,166,608 Attachments: Agenda Report SARDA Fund Summary Page 9 City Council Agenda November 29, 2022 SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTOR REPORTS SARDA ADJOURNMENT The next regular meeting of the Successor Agency to the Redevelopment Agency will be held on Tuesday, December 13, 2022, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. Page 10 City Council Agenda November 29, 2022 TEMECULA HOUSING AUTHORITY - NO MEETING TEMECULA PUBLIC FINANCING AUTHORITY - NO MEETING RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of 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. 14. Approve Amendment to the Old Town Specific Plan to Revise Certain Development Standards and Land Use Standards Recommendation: That the City Council adopt resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING ADDENDUM NO. 2 TO THE OLD TOWN SPECIFIC PLAN PROGRAM ENVIRONMENTAL IMPACT REPORT (SCH NO.2009071049) RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AMENDMENT NO. 10 TO THE OLD TOWN SPECIFIC PLAN (SP-5) (LONG RANGE PROJECT NO. LR21-0279) Page 11 City Council Agenda November 29, 2022 Attachments: Agenda Report Aerial Map Resolution - EIR Addendum Exhibit A - EIR Addendum Resolution - Specific Plan Amendment Exhibit A - Specific Plan Amendment (Underline Strikeout) PC Resolution No. 2022-32 - EIR Addendum PC Resolution No. 2022-33 - Specific Plan Amendment 10/19/2022 Planning Commission Packet Notice of Public Hearing Draft Notice of Determination with County Clerk 15. Approve Third 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 THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT Attachments: Agenda Report Resolution Third Amendment Second Amendment First Amendment Disposition and Development Agreement 33433 Report Notice of Public Hearing 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 Page 12 City Council Agenda November 29, 2022 Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 16. Appoint Members to the Community Services, Planning, Public/Traffic Safety and Race, EquitY, Diversity and Inclusion Commissions Recommendation That the City Council appoint members to the Community Services, Planning, Public/Traffic Safety and Race, Equity, Diversity and Inclusion Commissions. Attachments: Agenda Report Community Services Commission Applications Planning Commission Applications Public/Traffic Safety Commission Applications Race, Equity, Diversity and Inclusion Commission Applications 17. Receive Presentation on the Citv's Fiscal Strateev Update (At the Reauest of Subcommittee Members Mayor Rahn and Council Member Edwards) Recommendation: That the City Council receive the presentation on the City's Fiscal Strategy Update and discuss the conceptual strategy related to the paydown of the City's debt and unfunded liabilities. Attachments: Agenda Report Appendix A - Temecula 10-Year Comparisons Appendix B - Summary of Fiscal Measures DEPARTMENTAL REPORTS (RECEIVE AND FILE) 18. Community Development Department Monthly Report Attachments: Agenda Report Planning Activity Report 19. Fire Department Monthly Report Attachments: Agenda Report Fire Department Report 20. Public Works Department Monthly Report Attachments: Agenda Report Monthly 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 Page 13 City Council Agenda November 29, 2022 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, December 13, 2022, at 4:30 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California. 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 14 Item No. 1 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: November 29, 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 ADJOURNED MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA NOVEMBER 15, 2022 - 6:00 PM CLOSED SESSION - 5:30 PM CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION. The City Council convened in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(4) with respect to three matters of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City. Based on existing facts and circumstances, the City Council will decide whether to initiate litigation. CALL TO ORDER at 6:00 PM: Mayor Matt Rahn INVOCATION: Apostle Terrence Hundley of The Place City of Miracles Cathedral FLAG SALUTE: Council Member James Stewart ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart PRESENTATIONS Proclamation for Native American Heritage Month Proclamation for Pu'6ska Mountain Day BOARD / COMMISSION REPORTS Planning Commission and Public/Traffic Safety Commission PUBLIC SAFETY REPORT California Department of Forestry and Fire Protection PUBLIC COMMENTS - NON -AGENDA ITEMS The following individual(s) addressed the City Council: • Bryant Rumbaugh • Steven Gerard Sidlovsky PUBLIC COMMENTS - AGENDA ITEMS The following individual(s) addressed the City Council: • Denise Lanier (Item #13) • Kim Gerish (Item #13) 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 Stewart, Second by Alexander. 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 October 25, 2022 Recommendation: That the City Council approve the action minutes of October 25, 2022. 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-83 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4. Approve City Treasurer's Report as of July 31, 2022 and August 31, 2022 Recommendation: That the City Council approve and file the City Treasurer's Report as of July 31, 2022 and August 31, 2022. 5. Adopt the 2022 Conflict of Interest Code Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE CITY'S 2022 CONFLICT OF INTEREST CODE 6. Approve Amendment to the City of Temecula Section 125 Cafeteria Plan Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-85 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 2 7. TEMECULA AMENDING THE CITY OF TEMECULA SECTION 125 CAFETERIA PLAN Adopt Resolution Declaring; City Owned Parcels Located at 28725 and 28731 Pujol Street to be Exempt from the Surplus Land Act Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2022-86 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING A CITY -OWNED PARCEL LOCATED AT 28725 AND 28731 PUJOL STREET IN THE CITY OF TEMECULA TO BE EXEMPT SURPLUS LAND PURSUANT TO GOVERNMENT CODE SECTIONS 54221(b)(1) AND 5422 1 (f)(1)(A), FINDING THE DECLARATION EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND TAKING RELATED ACTIONS 8. Approve First Amendment to the Minor Maintenance Agreement with Craftsmen Plumbing Heatinfz & Cooling, Inc. Recommendation: That the City Council approve the first amendment to the minor maintenance agreement with Craftsmen Plumbing Heating & Cooling, Inc., to amend the scope of services to include additional general contracting services, and to amend the payment terms for a total agreement value for the term of the agreement. 9. Approve First Amendment for General Plan Update City -Wide Traffic Analysis Services Recommendation: That the City Council approve the first amendment to the agreement with Fehr and Peers for General Plan Update City -Wide Traffic Analysis Services and increase the agreement amount by $7,500, for a total contract amount of $137,500. 10. Approve Increase to Contingency Authorization for Fiber Optic Communication System Upgrade Project, PW18-05 Recommendation: That the City Council: 1. Approve an increase to the contingency for the Fiber Optic Communication System Upgrade Project, PW18-05 by $40,000; and 2. Increase the City Manager Authority to approve change orders to the contract by $40,000. 3 RECESS: At 6:29 PM, the City Council recessed and convened as the Temecula Community Services District Meeting. At 7:32 PM the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 12. Approve Community Development Block Grant (CDBG) Substantial Amendment to the 2022-23 CDBG Annual Action Plan for the Reallocation of CDBG Funds to the Mary Phillips Senior Center Recommendation: That the City Council adopt the resolution entitled: RESOLUTION NO. 2022-87 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE SUBSTANTIAL AMENDMENT TO THE 2022-23 COMMUNITY DEVELOPMENT BLOCK GRANT ANNUAL ACTION PLAN AND FINDING THE ACTIONS TO BE EXEMPT FROM FURTHER ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL ENVIRONMENTAL PROTECTION ACT (NEPA) Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Alexander. The vote reflected unanimous approval. BUSINESS 13. Approve Recommendation for Community Service Funding - Reinvestment in Temecula Grant Program for Fiscal Year 2022-23 (At the Request of Subcommittee Members Mayor Pro Tern Schwank and Council Member Stewart) Recommendation: That the City Council: 1. Approve the Community Service Funding Ad Hoc Subcommittee's recommendation to allocate a total of $1,090,500 to fund grant applications received from nonprofit organizations for the Community Service Funding - Reinvestment in Temecula Grant Program Fiscal Year 2022-23;and 2. Approve a budget transfer of $1,000,000 from Fund 110 — Community Reinvestment Program Fund to Fund 001 - General Fund to program towards the Community Services Funding Program. Council Member Alexander will not participate in the Council discussion and action on the Birth Choice application because she is an employee of Birth Choice and supervises its Temecula operations. Therefore, under State law, Council Member Alexander cannot participate in the Council's discussion and action on the Birth Choice application. In order to fulfill these obligations, the following procedures will be in place for this item: 1. Council Member Alexander will leave the dais and the Council Chamber. 2. Staff will present the Agenda Report on Item 13 and Council will receive public comments on Item 13. 3. Following public comments on Item 13, Council will discuss the Birth Choice application and decide whether to approve, modify or deny the application. 4. Following Council action on the Birth Choice application, Council Member Alexander may return to the Council Chamber and take her place on the dais. 5. At this point, the Council, with Council Member Alexander participating, will consider the other applications for Community Reinvestment Funding. Council Member Alexander returned to the dais following Council action on the Birth Choice application. Motion #1— Approving Allocation of Birth Choice - (4-0, Alexander abstained): Motion by Stewart, Second by Schwank. The vote reflected unanimous approval with Alexander abstaining. Motion #2 — Approving All Other Allocations other than Birth Choice with the following amendments - (5-0): Motion by Schwank, Second by Edwards. The vote reflected unanimous approval. 1. Zero out Cause for Pause ($7,500) and Dorland Mountain Arts ($5,000) for a total of $12,500. 2. Increase Bike Temecula Valley from $7,500 to $10,000. 3. Increase First Tee from $25,000 to the matching grant level of $32,500. 4. Authorize City Manager to make offsetting adjustments as needed. 14. Receive and File the Recommended Updated Allocations from Community Reinvestment Program Funding (At the Request of Subcommittee Members Mayor Rahn and Council Member Edwards) Recommendation: That the City Council receive and file the recommended updated allocations from Community Reinvestment Program (CRP) Funding and provide general direction regarding the same. No action, receive and file only with general direction. 15. Approve Quality of Life Master Plan (At the Request of Subcommittee Members Mayor Rahn and Council Member Edwards) Recommendation: That the City Council approve, in substantial form, the Quality of Life Master Plan 2040. Approved the Staff Recommendation (4-1): Motion by Schwank, Second by Edwards. The vote reflected unanimous approval with Alexander opposing. ITEMS FOR FUTURE CITY COUNCIL AGENDAS CITY MANAGER REPORT CITY ATTORNEY REPORT The City Attorney stated there was no reportable actions from closed session. ADJOURNMENT At 9:00 PM, the City Council meeting was formally adjourned to Tuesday, November 29, 2022, at 4:30 PM for Closed Session, with regular session commencing at 6:00 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: November 29, 2022 SUBJECT: Approve the List of Demands PREPARED BY: Pam Espinoza, Accounting Technician II RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO.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 $ 12,242,347.92. 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 29th day of November, 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 29th day of November, 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 11/01/2022 TOTAL CHECK RUN: $ 478,900.36 11/03/2022 TOTAL CHECK RUN: 406,137.36 11/09/2022 TOTAL CHECK RUN: 10,008,338.53 11/10/2022 TOTAL CHECK RUN: 629,726.64 11/10/2022 TOTAL PAYROLL RUN: 719,245.03 TOTAL LIST OF DEMANDS FOR 11/29/2022 COUNCIL MEETING: $ 12,242,347.92 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 9,440,574.08 110 RANCHO CALIF ROAD REIMB DIST 200.71 140 COMMUNITY DEV BLOCK GRANT 12,741.56 165 RDA DEV LOW/MOD 20% SET ASIDE 8,528.85 170 MEASURE A FUND 557,835.25 190 TEMECULA COMMUNITY SERVICES DISTRICT 413,315.41 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,150.56 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 6,527.10 197 TEMECULA LIBRARY FUND 23,334.35 210 CAPITAL IMPROVEMENT PROJECTS FUND 736,315.33 300 INSURANCE FUND 2,777.26 305 WORKERS' COMPENSATION 47,528.60 320 INFORMATION SYSTEMS 98,347.65 325 TECHNOLOGY REPLACEMENT FUND 13,958.92 330 CENTRAL SERVICES 10,435.45 340 FACILITIES 58,184.80 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 2,645.50 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,163.00 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 1,493.50 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,813.13 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 300.42 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 1,639.00 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 866.50 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 515.00 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 8,946.34 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 77.25 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 257.50 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 64.38 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 5,857.87 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,184.50 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 463.50 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 412.00 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 1,115.84 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 72.95 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 3,914.00 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 3,354.00 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 9,980.24 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 13,504.97 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 167.38 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 231.75 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 6,499.86 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 1,802.50 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 129.38 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 257.50 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 8,924.35 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 176.90 700 CERBT CALIFORNIA EE RETIREE GASB 45 12,516.00 $ 11,523,102.89 PAYROLL: 001 GENERAL FUND 110 RANCHO CALIF ROAD REIMB DIST 140 COMMUNITY DEV BLOCK GRANT 165 AFFORDABLE HOUSING 190 TEMECULA COMMUNITY SERVICES DISTRICT 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 197 TEMECULA LIBRARY FUND 300 INSURANCE FUND 305 WORKERS' COMPENSATION 320 INFORMATION TECHNOLOGY 330 SUPPORT SERVICES 340 FACILITIES 700 CERBT CALIFORNIA EE RETIREE-GASB45 TOTAL BY FUND: $ 372,138.30 551.24 750.21 4,248.17 197,546.11 1,491.24 201.67 4,537.62 3,129.19 3,129.28 44,983.31 4,459.64 9,561.16 72,517.89 $ 719,245.03 $ 12,242,347.92 apChkLst Final Check List Page: 1 11/01/2022 2:51:21PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor 503363 11/3/2022 005037 AMERICAN ASPHALT SOUTH INC 503364 11/3/2022 021400 AYERS ELECTRIC INC Description CITYWIDE SLURRY SEAL: PW22-02: CIP ELECTRICAL REPAIRS: HARVESTON LAKE PK ELECTRICAL SVCS: LIBRARY ELECTRICAL SVCS: CIVIC CENTER FOUI ELECTRICAL SVCS: OT THEATER ELECTRICAL SVCS: CIVIC CENTER ELECTRICAL SVCS: TOWN SQ FOUNTAIr ELECTRICAL SVCS: FOC ELECTRICAL SVCS: CIVIC CTR ELECTRICAL SVCS: FOUNTAIN PUMP RE 503365 11/3/2022 022651 BRAND ASSASSINS MILITARY BANNER PROGRAM: TCSD 503366 11/3/2022 004248 CALIF DEPTOF JUN BLOOD &ALCOHOL ANALYSIS: PD JUSTICE-ACCTING SEP BLOOD &ALCOHOL ANALYSIS: PD 503367 11/3/2022 017542 COX, KRISTI LYN TCSD INSTRUCTOR EARNINGS 503368 11/3/2022 010650 CRAFTSMEN PLUMBING & FIRE SYSTEM MAINT: CITY FACILITIES HVAC INC 503369 11/3/2022 020648 DG INVESTMENT HOLDINGS 2 SURVEILLANCE SYS GENETEC INC, CONVERGINT LICENSING: IT TECHNOLOGIES CITYWIDE SURVEILLANCE: INFO TECH 503370 11/3/2022 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOMS: LA SERENA SRVCS WAY PORTABLE RESTROOMS: RIVERTON PA PORTABLE RESTROOMS: VAIL RANCH P PORTABLE RESTROOMS: LONG CANYO 503371 11/3/2022 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: PARKS: PW FUEL FOR CITY VEHICLES: POLICE FUEL FOR CITY VEHICLES: STREET MAI FUEL FOR CITY VEHICLES: EOC FUEL FOR CITY VEHICLES: TRAFFIC: PN FUEL FOR CITY VEHICLES: TCSD FUEL FOR CITY VEHICLES: CODE ENFOI FUEL FOR CITY VEHICLES:BLDG & SAFE 503372 11/3/2022 021504 EMPLOYEE #00577 REIMB: ADOBE MAX'22 CONF 503373 11/3/2022 004068 ECALDRE MANALILI-DE VILLA, TCSD INSTRUCTOR EARNINGS AILEEN Amount Paid Check Total 333,032.75 300.00 900.00 1,741.37 800.00 2,900.00 900.00 2,100.00 200.00 500.00 469.80 35.00 770.00 718.20 4,250.00 41,038.00 3,406.71 110.88 110.88 165.88 110.88 2,482.38 146.51 1,692.78 83.70 479.25 489.18 143.96 275.85 1,386.52 3,234.00 333,032.75 10,341.37 469.80 805.00 718.20 4,250.00 44,444.71 498.52 5,793.61 1,386.52 3,234.00 Page:1 apChkLst Final Check List Page: 2 11/01/2022 2:51:21PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description 503374 11/3/2022 013109 EMPLOYEE #00347 REIMB: RFRSHMNTS: TEAM PACE EVENT 10/31/ 503375 11/3/2022 019651 EMPLOYEE #00518 EDUCATION: CYBER SECURITY MONTH 503376 11/3/2022 013076 GAUDETYVONNE M, DBA YES TCSD INSTRUCTOR EARNINGS YOU CAN DRAW 503377 11/3/2022 021365 GEORGE HILLS COMPANY INC SUBROGATION RECOVERY FEE: RISK MGMT SUBROGATION RECOVERY FEE 503378 11/3/2022 000520 HDL COREN AND CONE OCT-DEC PROP TAX CONSULTING: FINANCE 503379 11/3/2022 010766 INLAND VALLEY SYMPHONY CONCERTS: VETERAN'S DAY: TCSD 503380 11/3/2022 006914 INNOVATIVE DOCUMENT SEP COPIER SOLUTIONS MAINT/REPAIR/USAGE:CITYWIDE SEP COPIER MAINT/REPAIR/USAGE:CIT 503381 11/3/2022 019085 INTERPRETERS UNLIMITED PHONE INTERPRETER SERVICE: TEM INC SHERIFF 503382 11/3/2022 018675 MDG ASSOCIATES INC SEP CDBG-CV EMER MORTG ASSIST 503383 11/3/2022 015507 MSDSONLINE INC, DBA MSDS DATABASE SUPSCRIPTION: VELOCITYEHS RISK 503384 11/3/2022 020946 MUSSON THEATRICAL INC MISC SUPPLIES: THEATER 503385 11/3/2022 020429 REMOTE SATELLITE SYSTEMS SEP'22 SAT PH AIRTIME/OCT FEE: INTL EOC 503386 11/3/2022 002412 RICHARDS WATSON AND SEP 2022 LEGAL SERVICES GERSHON SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES SEP 2022 LEGAL SERVICES 503387 11/3/2022 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 10/20 STAND-UP COMEDY @ THE MERC 10/22 Amount Paid Check Total 373.29 373.29 75.00 75.00 168.00 168.00 2,188.17 2,911.77 5,099.94 6,557.69 6,557.69 15,000.00 15,000.00 4,869.85 451.49 5,321.34 21.75 21.75 410.00 410.00 2,783.17 2,783.17 1,473.26 1,473.26 295.00 295.00 12,753.24 4,161.00 3,813.50 2,242.00 1,681.50 997.50 2,052.00 5,568.00 33,268.74 705.00 983.25 1,688.25 Paget apChkLst Final Check List Page: 3 11/01/2022 2:51:21PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 503388 11/3/2022 014783 SOFTRESOURCES, LLC OCT CONSULTING SYS UPGRADE: 231.25 FINANCE 503389 11/3/2022 022739 TEMECULA VALLEY MASTER STTLMNT: EUROPA VILLAGE WINERY 634.20 CHORALE 503390 11/3/2022 018147 WADDLETON, JEFFREY L. DJ/MC SVCS: MPSC: TCSD 525.00 Grand total for EFT UNION BANK: 231.25 634.20 525.00 478,900.36 Page:3 apChkLst Final Check List Page: 4 11/01/2022 2:51:21PM CITY OF TEMECULA 28 checks in this report. Grand Total All Checks: 478,900.36 Page:4 apChkLst 11/03/2022 3:06:04PM Final Check List CITY OF TEMECULA Page: 1 Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 14301 10/5/2022 010276 TIME WARNER CABLE OCT INTERNET SVCS: 41845 6TH ST 600.91 600.91 14307 10/3/2022 000537 SO CALIF EDISON SEPT 700034047650: 44270 MEADOWS 20.32 20.32 PKWY 14308 10/3/2022 000537 SO CALIF EDISON SEPT 700034500823: 32932 LEENA WY 20.76 20.76 14309 10/3/2022 000537 SO CALIF EDISON SEPT 700035621070: 42335 MEADOWS 21.09 21.09 PKWY 14310 10/3/2022 000537 SO CALIF EDISON SEPT 700035691903: 43487 22.59 22.59 BUTTERFIELD 14313 10/3/2022 000537 SO CALIF EDISON SEPT 700278695390: 41000 MAIN 134.38 134.38 14322 9/29/2022 010276 TIME WARNER CABLE AUG INTERNET SVCS 28300 600.91 600.91 MERCEDES ST 14377 10/11/2022 018858 FRONTIER CALIFORNIA INC OCT INTERNET SVCS: THEATER 150.98 150.98 14383 10/25/2022 000262 RANCHO CALIF WATER VAR SEP WATER 3031158 NACKE DR 25,329.30 25,329.30 DISTRICT 14385 10/27/2022 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 138.92 138.92 SUPPORT 14386 10/27/2022 021301 1 C M A RETIREMENT -PLAN ICMA- 401(A) RETIREMENT PLAN 384.62 384.62 106474 PAYMENT 14387 10/27/2022 000194 1 C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 15,461.87 15,461.87 303355 PAYMENT 14390 10/27/2022 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 12,866.85 12,866.85 SOLUTION 14391 10/27/2022 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 427.79 427.79 SOLUTION PAYMENT 14392 10/27/2022 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 4,084.30 4,084.30 SOLUTION PAYMENT 14394 10/3/2022 022942 MOOD MEDIA NORTH OCT DISH NETWORK 41952 6TH ST 62.09 62.09 AMERICA, HOLDINGS LLC Page-1 apChkLst Final Check List Page: 2 11/03/2022 3:06:04PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 14395 10/3/2022 022942 MOOD MEDIA NORTH OCT DISH NETWORK 32131 AMERICA, HOLDINGS LLC BUTTERFIELD STG 14396 10/25/2022 010276 TIME WARNER CABLE OCT INTERNET SVCS: 42569 MARGARITA 14397 10/25/2022 010276 TIME WARNER CABLE OCT INTERNET SVCS: 30875 RANCHO VISTA 14398 10/24/2022 001212 SO CALIF GAS COMPANY SEP 091-085-1632-0: 41951 MORAGA RD 14399 10/25/2022 001212 SO CALIF GAS COMPANY SEPT 055-475-6169-5: 32380 DEER HOLLOW 14400 10/25/2022 001212 SO CALIF GAS COMPANY SEPT 015-575-0195-2: 32211 WOLF VALLEY 14478 10/24/2022 018858 FRONTIER CALIFORNIA INC OCT INTERNET SVCS: DMV LINE 102134 10/26/2022 023117 DUBE, ORYANNA REFUND: INVOICE 114916 CHARGED TWICE 210511 11/3/2022 004594 2 HOT UNIFORMS INC UNIFORMS: TCC: FIRE DEPT 210512 11/3/2022 007282 AMAZON CAPITAL SERVICES MISC SMALL TOOLS & EQUIP: HR INC MISC OFC SUPPLIES: LAND DEV MISC OFC SUPPLIES: HR MISC EQUIP: AQUATICS: TCSD WORKFORCE PRGMS: HUMAN SVS: TC; MISC SUPPLIES: TVM: TCSD SMALL TOOLS & EQUIP: EOC MISC EQUIP: AQUATICS: TCSD MISC SUPPLIES: HUMAN SVS: TCSD MISC OFC SUPPLIES: STREETS: PW MISC OFC SUPPLIES: PREV: FIRE MISC OFC SUPPLIES: CIP: PW MISC SUPPLIES: CHIEF/BC: FIRE DEPT MISC OFC SUPPLIES: STREET MAINT: P1 MISC BOOKS: RHRTPL: TCSD 210513 11/3/2022 000101 APPLE ONE INC JUL TEMP HELP: BLDG & SAFETY JUL TEMP HELP: FIRE DEPT JUL TEMP HELP: VARI DEPTS 210514 11/3/2022 004623 AQUA SOURCE INC VARIOUS SUPPLIES: AQUATICS Amount Paid Check Total 175.38 175.38 790.00 790.00 966.46 966.46 15.78 15.78 14.30 14.30 152.27 152.27 105.98 105.98 184.20 184.20 338.68 338.68 26.09 5.97 29.31 100.09 76.10 97.86 72.30 39.14 166.29 173.90 48.91 37.90 303.41 237.50 69.99 1,484.76 8,386.56 688.08 3,669.12 12,743.76 2,805.75 2,805.75 Paget apChkLst Final Check List Page: 3 11/03/2022 3:06:04PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 210515 11/3/2022 022888 ARAMARK SERVICES INC, DBA RFRSHMNT SVCS: CITY HALL: PW ARAMARK REFRESHMENT RFRSHMNT SVCS: FOC: PW 210516 11/3/2022 023030 ARJONA, GLORIA STTLMNT: BRAZILIAN & LATIN JAZZ: 10/21 210517 11/3/2022 021689 ASCENT ENVIRONMENTAL INC Rendezvous Phase II PA20-1325 Initial SEIR: TVH MASTER PLAN UPDATE: PA22 210518 11/3/2022 015592 BAMM PROMOTIONAL STAFF UNIFORMS: INFO TECH PRODUCTS INC 210519 11/3/2022 004262 BIO TOX LABORATORIES PHLEBOTOMY SERVICES: TEM SHERIFF PHLEBOTOMY SERVICES: TEM SHERIFF PHLEBOTOMY SERVICES: TEM SHERIFF 210520 11/3/2022 001323 BLUETRITON BRANDS INC, 9/23-10/22 WTR DLVRY SVC: TES POOL DBA READYREFRESH 9/23-10/22 WTR DLVRY SVC: SKATE PAR 9/23-10/22 WTR DLVRY SVC: PBSP 9/23-10/22 WTR DLVRY SVCS: HARVEST( 210521 11/3/2022 011348 BONCOR WATER SYSTEMS 10/13-11/09 WTR FILTER: FIRE STA73 LLC, DBA SUNSHINE WATER SOFT 210522 11/3/2022 004241 CALIF DEPT OF STATE REMITTANCE OF AB1379 - QE SEP ARCHITECT 2022 210523 11/3/2022 004241 CALIF DEPT OF STATE REMITTANCE OF SB1186 - QE SEP ARCHITECT 2022 210524 11/3/2022 021851 CALIF NEWSPAPERS BID ADVRTSMT: REF:6922: PW16-01 PARTNERSHIP, DBA SO CALIF NEWS GROUP 210525 11/3/2022 000152 CALIF PARKS AND STAFF TRAINING: AQUATICS: TCSD RECREATION SOC, C P R S 210526 11/3/2022 018828 CASC ENGINEERING AND, ENGINEERING SVCS: NPDES CONSULTING INC SEP COMMERCIAL/IND'L INSPECTIONS: 210527 11/3/2022 022930 CCS SAN DIEGO JANITORIAL AUG JANITORIAL SVCS: CITY INC, DBACCS FACILITY FACILITIES SERVICES AUG JANITORIAL SVCS: OTSF POLICE OCT JANITORIAL SERVICES: CITY FACIL SEPT JANITORIAL SVCS: CITY FACILITIE SEPT JANITORIAL SVCS: OTSF POLICE Amount Paid Check Total 69.98 144.17 361.85 1,002.50 14,976.50 34.13 1,850.77 456.75 2,046.48 17.39 11.30 126.41 14.85 330.00 224.00 0.30 4,960.80 200.00 390.00 4,602.00 25,297.34 616.04 25,297.34 25,297.34 616.04 214.15 361.85 15,979.00 34.13 4,354.00 169.95 330.00 224.00 0.30 4,960.80 200.00 4,992.00 77.124.10 Page:3 apChkLst 11/03/2022 3:06:04PM Final Check List CITY OF TEMECULA Page: 4 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210528 11/3/2022 004462 CDW LLC, DBA CDW SFP: TRAFFIC: INFO TECH 1,539.90 GOVERNMENT LLC MISC SMALL TOOLS & EQUIP: IT 787.09 COMPUTER REPLACEMENT: INFO TECH 13,958.92 MISC SMALL TOOLS & EQUIP: IT 18.55 MISC SMALL TOOLS & EQUIP: INFO TECI 121.37 SURFACE ACCESSORIES: CODE ENF 414.71 MISC SMALL TOOLS & EQUIP:IT 239.08 MISC SMALL TOOLS & EQUIP:IT -121.37 16,958.25 210529 11/3/2022 009640 CERTIFION CORP DBA SEP ONLINE DATABASE SUBSCR: 200.00 200.00 ENTERSECT POLICE 210530 11/3/2022 023111 CHOICES REFUND: BALADJ FOR DISMISSAL 130.00 130.00 210531 11/3/2022 012627 CLEAR IMAGE ENTERPRISES UTILITY BOX PRESSURE WASH: TVM: 2,030.00 2,030.00 INC, DBA:CLEAR IMAGE TCSD WINDOW CL 210532 11/3/2022 002945 CONSOLIDATED ELECTRICAL 8750-1022926 16.58 16.58 DIST 210533 11/3/2022 001264 COSTCO TEMECULA 491 MISC OFC SUPPLIES: THEATER 36.16 RFRSHMNTS: INFO TECH 73.07 109.23 210534 11/3/2022 004329 COSTCO TEMECULA 491 MISC SUPPLIES: SPEC EVENTS: TCSD 492.65 492.65 210535 11/3/2022 000165 FEDERAL EXPRESS INC EXPRESS MAIL SVCS: FIRE DEPT 7.54 EXPRESS MAIL SVCS: PW16-01: CIP 4.95 12.49 210536 11/3/2022 003747 FINE ARTS NETWORK AKA STTLMNT: HUNCHBACK OF NOTRE 16,335.17 16,335.17 THEATRE, CO AND BALLET THEATER 210537 11/3/2022 000380 FIRST STUDENT CHARTER, DAY CAMP TRANSP: CRC: TCSD 3,348.72 3,348.72 DBA FIRST STUDENT INC 210538 11/3/2022 018858 FRONTIER CALIFORNIA INC SEPT INTERNET SVCS: CITY HALL 1,706.00 1,706.00 210539 11/3/2022 009608 GOLDEN VALLEY MUSIC CLASSICS AT THE MERC: OCT 364.00 364.00 SOCIETY, DBA CA CHAMBER ORCHESTRA 210540 11/3/2022 009950 EMPLOYEE #00423 REIMB: ADOBE MAX'22 CONF 1,393.19 1,393.19 210541 11/3/2022 000186 HANKS HARDWARE INC MISC HDWR SUPPLIES: FIRE 260.01 260.01 STATIONS Page:4 apChkLst 11/03/2022 3:06:04PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210542 11/3/2022 020698 HICKS AND HARTWICK INC ENG PLAN CK SVCS: LAND DEV: 7,655.00 PRADO ENG PLAN CK SVCS: LAND DEV: SOLAN, 7,577.50 ENG PLAN CK SVCS: LAND DEV: PRADO 3,060.00 18,292.50 210543 11/3/2022 001013 HINDERLITER DE LLAMAS & JUL-SEPT SALES TAX & RECOVERY 3,234.54 3,234.54 ASSOC SVCS 210544 11/3/2022 003198 HOME DEPOT HRDWR SUPPLIES: PRKG GARAGE 483.80 483.80 210545 11/3/2022 003296 INTL CODE COUNCIL CODE BOOKS: PREVENTION: FIRE 696.00 CODE BOOKS: PREVENTION: FIRE 1,746.63 2,442.63 210546 11/3/2022 021896 JP HANDMADE CORP, DBA BUSINESS CARDS: INFO TECH 150.75 MINUTEMAN PRESS MISC PRINTING SVCS: FINANCE 1,425.30 PRINTING SERVICES: CIP: PW 81.82 BUSINESS CARDS: PARKS: PW 81.82 1,739.69 210547 11/3/2022 004905 LIEBERT, CASSIDYAND SEP HR LEGAL SVCS FOR 578.00 WHITMORE TE060-00001 SEP HR LEGAL SVCS FOR TE060-00011 1,298.50 1,876.50 210548 11/3/2022 013982 M C I COMM SERVICE SEP 7DK89878 X-0714 GEN USAGE 39.58 MALL PD SEP 7DK90589 XXX-0346 GEN USAGE 37.63 SEP 7DK89878 XXX-0714 GEN USAGE M, 38.43 SEP 7DK90589 XXX-0346 GEN USAGE 36.54 152.18 210549 11/3/2022 003782 MAIN STREET SIGNS, DBA VARIOUS SIGNS: PW STREETS 1,960.19 ATHACO INC VARIOUS SIGNS: PW STREETS 947.23 2,907.42 210550 11/3/2022 001214 MORNINGSTAR PRODUCTIONS WORKFORCE PGMS: EVENT 2,601.80 2,601.80 LLC PRODUCTION 210551 11/3/2022 017148 OAKLEY SALES CORP MOTOR GLASSES: TEM SHERIFF 112.23 112.23 210552 11/3/2022 003964 OFFICE DEPOT BUSINESS SVS MISC OFC SUPPLIES: LAND DEV: PW -9.99 DIV MISC OFC SUPPLIES: TRAFFIC: PW 16.50 6.51 210553 11/3/2022 002297 OVERLAND PACIFIC & CUTLER ACQUISITION SVCS: NICOLAS/CALLE 1,193.75 1,193.75 LLC GIRASOL 210554 11/3/2022 022875 PAINT BODY VINYL UTILITY BOX ART PROJECT: TVM: 9,927.00 9,927.00 &GRAPHICS INC, DBA FLEET TCSD REFINISHING 210555 11/3/2022 017720 PERPETUAL PARKS & STEEL SWING HANGERS: RRSP 400.00 400.00 PLAYGROUNDS Page:5 apChkLst Final Check List Page: 6 11/03/2022 3:06:04PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description 210556 11/3/2022 022736 POLAR ENGRAVING ENGRAVING SVCS: PARKS CORPORATION, DBA POLAR ENGRAVING 210557 11/3/2022 010338 POOLAND ELECTRICAL, SPLASH PAD CHEMICALS & PARTS: PRODUCTS INC PARKS 210558 11/3/2022 000254 PRESS ENTERPRISE ACCT CLOSEOUT: SUPPORT SVCS COMPANY INC 181108943: 210559 11/3/2022 019440 QUADIENT INC POSTAGE FOR METER: TEM SHERIFF 210560 11/3/2022 009066 RADAR SHOP INC, THE LIDAR/RADAR CALIBRATON SVCS: TEM SHERIFF 210561 11/3/2022 016931 REACH SPORTS MARKETING PLAYER LICENSE RENEWAL: TPL: GROUP, DBA REACH TCSD 210562 11/3/2022 022494 REVZILLA MOTORSPORTS LLC, UNIFORM SUPPLIES: TEM SHERIFF DBA REVZILLA.COM 210563 11/3/2022 000353 RIVERSIDE CO AUDITOR, JUL'22 PRKG CITATION CONTROLLER ASSESSMENTS SEP'22 PRKG CITATION ASSESSMENTS MAR'22 PRKG CITATION ASSESSMENTS JUN '22 PRKG CITATION ASSESSMENTS AUG '22 PRKG CITATION ASSESSMENTS APR'22 PRKG CITATION ASSESSMENTS MAY'22 PRKG CITATION ASSESSMENTS 210564 11/3/2022 022715 RIVERSIDE CO PUBLIC SEP EMERG RADIO RENTALS: CODE SAFETY, ENTERPRISE ENF COMMUNICATION 210565 11/3/2022 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: VFW: MPSC PRESTON 210566 11/3/2022 022929 SCP DISTRIBUTORS LLC, DBA MISC POOL SUPPLIES: AQUATICS LINCOLN AQUATICS MISC POOL SUPPLIES: AQUATICS 210567 11/3/2022 015364 SEASIDE ICE LLC, DBA ICE SKATING RINK IN OLD TOWN: TCSD AMERICA 210568 11/3/2022 020545 SOCIAL WORK ACTION GROUP SEP HOMELESS/STREET OUTREACH: TCSD Amount Paid Check Total 165.00 165.00 473.18 473.18 60.59 60.59 250.00 250.00 1,116.00 1,116.00 728.00 728.00 358.26 358.26 4,080.00 4,423.00 5,073.00 3,928.00 4,811.50 4,791.00 4,395.50 31,502.00 271.84 271.84 200.00 200.00 248.80 219.06 467.86 37,155.00 37,155.00 29,537.65 29,537.65 Page6 apChkLst 11/03/2022 3:06:04PM Final Check List CITY OF TEMECULA Page: 7 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210569 11/3/2022 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: TES 59.00 CONTROL INC PEST CONTROL SVCS: WOLF CREEK PA 94.00 PEST CONTROL SVCS: BUTTERFIELD P/ 94.00 PEST CONTROL SVCS: DUCK POND 49.00 PEST CONTROL SVCS: STA 73 124.00 PEST CONTROL SVCS: STA 84 124.00 PEST CONTROL SVCS: STA 92 124.00 PEST CONTROL SVCS: STA 12 124.00 PEST CONTROL SVCS: STA 95 124.00 PEST CONTROL SVCS: STA 73 68.00 PEST CONTROL SVCS: STA 92 42.00 1,026.00 210570 11/3/2022 000293 STADIUM PIZZA INC RFRSHMNTS: HIGH HOPES: TCSD 85.64 85.64 210571 11/3/2022 017814 STC TRAFFIC INC FIBER OPTIC COMM SYS UPGRADE: 5,935.00 5,935.00 P W 18-05 210572 11/3/2022 015648 STEIN ANDREW, DBA PARKINK INSULATED THERMAL BAGS: TCSD 496.35 496.35 210573 11/3/2022 009061 STURDIVANT, ANGELA P TCSD INSTRUCTOR EARNINGS 343.00 343.00 210574 11/3/2022 020911 T-MOBILE USA, INC. GPS LOCATE: TEM SHERIFF 100.00 100.00 210575 11/3/2022 013474 TOWN & COUNTRY TOWING MOTORCYCLE TOWING: TEM SHERIFF 75.00 75.00 210576 11/3/2022 005460 U S BANK TRUSTEE ADMIN FEES: CFD 03-06 2,645.50 2,645.50 HARV II 210577 11/3/2022 020963 UPTOWN TEMECULAAUTO SEP VEHICLE DETAILING SVCS: FIRE 95.00 SPA LLC SEP VEHICLE DETAILING SVCS: PW PAR 15.00 SEP VEHICLE DETAILING SVCS: PW STF 5.00 SEP VEHICLE DETAILING SVCS: CIP: P\A 5.00 SEP VEHICLE DETAILING SVCS: PW PAR 20.00 SEP VEHICLE DETAILING SVCS: TCSD 10.00 150.00 210578 11/3/2022 014486 VERIZON WIRELESS 9/11-10/10:CELLULAR/BROADBAND:PD 557.30 557.30 210579 11/3/2022 001890 VORTEX INDUSTRIES INC DOOR REPAIR: CIVIC CENTER: PW 1,923.96 GATE REPAIR: STA73: FIRE 720.00 BAY DOOR REPAIR: STA 92: FIRE 1,655.28 4,299.24 210580 11/3/2022 007987 WALMART MISC SUPPLIES: CRC: TCSD 56.08 MISC SUPPLIES: THEATER HOSPITALITI 85.61 141.69 Page:? apChkLst Final Check List Page: 8 11/03/2022 3:06:04PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 210581 11/3/2022 020670 WEBB MUNICIPAL FINANCE LLC 210582 11/3/2022 020193 WHITE CAP LP (Continued) Description SPECIAL TAXADMIN: TCSD SRVC LEVELS MISC SUPPLIES: PARKS: PW Amount Paid Check Total 10,083.38 10,083.38 137.76 137.76 Grand total for UNION BANK: 406,137.36 Page:8 apChkLst Final Check List Page: 9 11/03/2022 3:06:04PM CITY OF TEMECULA 96 checks in this report. Grand Total All Checks: 406,137.36 Page9 apChkLst Final Check List Page: 1 11/09/2022 1:39:51PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor Description Amount Paid Check Total 14333 11/3/2022 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 139,270.58 139,270.58 RETIREMENT) 14346 10/11/2022 006887 UNION BANK OF CALIFORNIA 000747 AMERICAN PLANNING MEMBERSHIP RENEWAL: PLAN 393.00 ASSOCIATION COMMISSION 009612 BJS RESTAURANTS INC RFRSHMNTS: PLAN COMMISSION MTG 230.20 007218 SWING INN CAFE RFRSHMNTS: MTG: PLANNING 8/29 80.46 000747 AMERICAN PLANNING CONFERENCE REGISTRATION: 675.00 ASSOCIATION PLANNING 000747 AMERICAN PLANNING CONFERENCE REGISTRATION: 675.00 2,053.66 ASSOCIATION PLANNING 14479 10/18/2022 018098 ELITE CLAIMS MANAGEMENT FUNDS FOR WORKERS COMP CLAIMS 40,000.00 40,000.00 INC 14481 11/9/2022 005460 U S BANK INVESTMENT PURCHASE: FINANCE 6,000,000.00 6,000,000.00 14482 11/10/2022 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT PAYMENT 138.92 138.92 SUPPORT 14483 11/10/2022 017429 COBRAADVANTAGE INC, DBA FSA REIMBURSEMENT PAYMENT 23,572.37 23,572.37 THE ADVANTAGE GROUP 14484 11/10/2022 021301 I C M A RETIREMENT -PLAN ICMA- 401(A) RETIREMENT PLAN 384.62 384.62 106474 PAYMENT 14485 11/10/2022 000194 I C M A RETIREMENT -PLAN ICMA-RC RETIREMENT TRUST 457 17,103.44 17,103.44 303355 PAYMENT 14486 11/10/2022 000444 INSTATAX (EDD) STATE TAX PAYMENT 42,102.11 42,102.11 14487 11/10/2022 000283 INSTATAX (IRS) FEDERAL TAX PAYMENT 124,070.26 124,070.26 14488 11/10/2022 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 12,882.87 12,882.87 SOLUTION 14489 11/10/2022 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 427.79 427.79 SOLUTION PAYMENT 14490 11/10/2022 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 4,373.80 4,373.80 SOLUTION PAYMENT Page:1 apChkLst Final Check List Page: 2 11/09/2022 1:39:51PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 14491 11/10/2022 000245 PERS - HEALTH INSUR PREMIUM 14493 11/3/2022 000283 INSTATAX (IRS) 210583 11/3/2022 023096 WINKLER, MARK 210584 11/9/2022 004594 2 HOT UNIFORMS INC 210585 11/9/2022 020247 ACCOUNT MANAGEMENT SERVICES 210586 11/9/2022 003951 ALL AMERICAN ASPHALT (Continued) Description PERS HEALTH PAYMENT PERS HEALTH PAYMENT FEDERAL TAX PAYMENT ENG REFUNDABLE DEP: LD20-3942 UNIFORMS: TCC: FIRE DEPT COLLECTION AGENCY FEES: PALOMAR HOTEL CONSTRUCTION CONTRACT SVCS: PAVMT REHAB Amount Paid Check Total 162,776.98 0.00 162, 776.98 3,427.08 3,427.08 3,000.00 3,000.00 329.98 329.98 135.00 135.00 519,175.00 519,175.00 210587 11/9/2022 010905 ALLIED TRAFFIC & LIGHT TOWER RENTALS: HALLOWEEN 920.00 920.00 EQUIPMENT, RENTALS INC 210588 11/9/2022 007282 AMAZON CAPITAL SERVICES SMALL TOOLS & EQUIP: RISK 384.38 INC SMALL TOOLS & EQUIP: RISK 17.38 MISC OFC SUPPLIES: LAND DEV 4.65 406.41 210589 11/9/2022 004422 AMERICAN BATTERY BATTERY PURCHASES: CIVIC CTR 77.23 77.23 CORPORATION, DBA AMERICAN BATTERY SUP 210590 11/9/2022 000101 APPLE ONE INC AUG TEMP HELP: PW 3,896.39 SEP TEMP HELP: PW 600.60 SEP TEMP HELP: FIRE DEPT 3,920.62 AUG TEMP HELP: FIRE DEPT 458.72 OCT TEMP HELP: COMM DEV 5,208.84 OCT TEMP HELP: FIRE DEPT 3,461.90 17,547.07 210591 11/9/2022 022888 ARAMARK SERVICES INC, DBA RFRSHMNT SVCS: FOC: PW 39.90 ARAMARK REFRESHMENT RFRSHMNT SVCS: CITY HALL: PW 792.70 832.60 210592 11/9/2022 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS: RHRTPL: TCSD 11.41 BOOK COLLECTIONS: RHRTPL: TCS 57.58 BOOK COLLECTIONS: RHRTPL: TCS 1,183.43 BOOK COLLECTIONS: RHRTPL: TCS 178.65 BOOK COLLECTIONS: RHRTPL: TCS 134.08 1,565.15 210593 11/9/2022 006254 BALLET FOLKLORICO, AKA TCSD INSTRUCTOR EARNINGS 873.60 873.60 LORENA HANCOCK 210594 11/9/2022 022948 BRYANT, ROBERT TCSD INSTRUCTOR EARNINGS 3,695.30 3,695.30 Paget apChkLst 11/09/2022 1:39:51PM Final Check List CITY OF TEMECULA Page: 3 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210595 11/9/2022 021851 CALIF NEWSPAPERS LGL PUBS REF 8371/8374/8377: 1,857.42 1,857.42 PARTNERSHIP, DBASO CALIF PLANNING NEWS GROUP 210596 11/9/2022 009640 CERTIFION CORP DBA OCT ONLINE DATABASE SUBSCR: 200.00 200.00 ENTERSECT POLICE 210597 11/9/2022 005417 CINTAS PROTECTION NO 2, FIRST AID KIT MAINT: RISK MGMT 338.70 CINTAS FIRE 636525 FIRST AID KIT MAINT: RISK MGMT 138.10 FIRST AID KIT MAINT: RISK MGMT 156.69 FIRST AID KIT MAINT: RISK MGMT 195.74 FIRST AID KIT MAINT: RISK MGMT 68.14 FIRST AID KIT MAINT: RISK MGMT 68.14 FIRST AID KIT MAINT: RISK MGMT 101.05 1,066.56 210598 11/9/2022 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES: CIVIC CTR 47.85 47.85 DIST 210599 11/9/2022 001264 COSTCO TEMECULA 491 MISC SUPPLIES: PLANNING COMM 168.85 MEETINGS MISC SUPPLIES: CERT: FIRE 736.30 905.15 210600 11/9/2022 004329 COSTCO TEMECULA491 MISC SUPPLIES: TVM/ACE: TCSD 132.70 MISC SUPPLIES: SPEC EVENTS: TC 293.39 426.09 210601 11/9/2022 001233 DANS FEED AND SEED INC MISC SUPPLIES: STREET MAINT: PW 25.50 25.50 210602 11/9/2022 012600 DAVID EVANS AND OCT DSGN SVCS: DIAZ RD PROJ: 15,644.12 15,644.12 ASSOCIATES INC PW17-25 210603 11/9/2022 023110 DISCRETE SOUNDS STUDIOS ROCKTOBER RECORDING SESSION: 720.00 720.00 LLC TCSD 210604 11/9/2022 021859 EXP US SERVICES INC CONSULTANT SVCS: SANTA 8,479.41 8,479.41 GERTRUDIS CRK TRA 210605 11/9/2022 017432 EYEMED VISION CARE VISION PLAN PAYMENT 1,817.55 1,817.55 210606 11/9/2022 000165 FEDERAL EXPRESS INC EXPRESS MAIL SVCS: CITY CLERK 16.51 EXPRESS MAIL SVCS: CITY CLERK 34.30 EXPRESS MAIL SVCS: CIP: PW 7.54 58.35 210607 11/9/2022 003747 FINE ARTS NETWORK AKA STTLMNT: CARRIE THE MUSICAL 6,091.24 6,091.24 THEATRE, CO AND BALLET THEATER 210608 11/9/2022 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 50.00 50.00 Page:3 apChkLst Final Check List Page: 4 11/09/2022 1:39:51PM CITY OF TEMECULA Bank: union UNION BANK Check # Date Vendor 210609 11/9/2022 000186 HANKS HARDWARE INC 210610 11/9/2022 003198 HOME DEPOT 210611 11/9/2022 003198 HOME DEPOT (Continued) Description MISC MAINT SUPPLIES: PARKS: PW MISC MAINT SUPPLIES: OLD TOWN SMALL TOOLS AND EQUIP: TRAFFIC MISC MAINT SUPPLIES: FOC MISC MAINT SUPPLIES: IWTCM MISC MAINT SUPPLIES: THEATER MISC MAINT SUPPLIES: CRC MISC MAINT SUPPLIES: LIBRARY MISC MAINT SUPPLIES: AQUATICS MISC MAINT SUPPLIES: TCC EQUIPMENT/SUPPLIES: SPORTS: Ti MISC MAINT SUPPLIES: TVM/ACE: T SHELTER SHELVING EQUIPMENT: EOC MISC SUPPLIES: STREET MAINT: PW 210612 11/9/2022 021896 JP HANDMADE CORP, DBA BUSINESS CARDS: CODE MINUTEMAN PRESS ENFORCEMENT 210613 11/9/2022 001091 KEYSER MARSTON ON CALL CONSULTANT SVCS: ASSOCIATES INC PLANNING 210614 11/9/2022 014772 LOTA, RAYMOND A PHOTO BOOTH RENTALS: TCSD 210615 11/9/2022 004813 M AND J PAUL ENTERPRISES JUMPER/GAME RENTALS: SPEC INC, DBA JOLLY JUMPS EVENTS 210616 11/9/2022 003782 MAIN STREET SIGNS, DBA VARIOUS TRAFFIC SIGN EQUIPMENT: ATHACO INC PW 210617 11/9/2022 017427 MATCHETT, VIVIAN TCSD INSTRUCTOR EARNINGS 210618 11/9/2022 018925 MEMORABLE BITES LLC, DBA RFRSHMNTS: CERT CLASS TRAINING: FIREHOUSE SUBS FIRE 210619 11/9/2022 003076 MET LIFE INSURANCE DENTAL HMO PAYMENT COMPANY 210620 11/9/2022 000209 NUTRIEN AG SOLUTIONS INC EQUIPMENT REPAIR: FIRE STA 92 EQUIPMENT REPAIR: STREET MAIN 210621 11/9/2022 017148 OAKLEY SALES CORP MOTOR GLASSES: TEM SHERIFF Amount Paid 2,183.59 171.94 302.44 58.50 231.35 37.33 2,676.60 54.38 23.84 51.86 136.36 26.32 1,984.27 593.25 196.07 5,052.50 750.00 6,545.00 1,540.07 218.40 1,271.40 14,062.81 233.42 35.88 112.24 Check Total 5,954.51 1,984.27 593.25 196.07 5,052.50 750.00 6,545.00 1,540.07 218.40 1,271.40 14,062.81 269.30 112.24 Page:4 apChkLst 11/09/2022 1:39:51PM Final Check List CITY OF TEMECULA Page: 5 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210622 11/9/2022 003964 OFFICE DEPOT BUSINESS SVS MISC OFC SUPPLIES: TRAFFIC: PW 60.88 DIV MISC OFC SUPPLIES: PW TRAFFIC -6.51 MISC OFC SUPPLIES: TRAFFIC: PW 6.51 60.88 210623 11/9/2022 008447 PROAUTO COLLISION INC AUTO BODY WORK: PW PARKS 1,429.57 1,429.57 210624 11/9/2022 020127 QUINN COMPANY GENERATOR REPAIR: STA 92 8,023.13 GENERATOR REPAIR: LIBRARY 5,532.85 13,555.98 210625 11/9/2022 000907 RANCHO TEMECULA CAR OCT CAR WASH SVCS: POLICE 23.99 23.99 WASH 210626 11/9/2022 010777 RIVERSIDE CO EXECUTIVE OCT-DEC ANIMAL SHELTER 57,440.00 57,440.00 OFFICE OPERATIONS 210627 11/9/2022 022715 RIVERSIDE CO PUBLIC SEP EMERG RADIO RENTALS: POLICE 1,893.31 1,893.31 SAFETY, ENTERPRISE COMMUNICATION 210628 11/9/2022 000406 RIVERSIDE CO SHERIFFS O8/25-09/21 LAW ENFORCEMENT 2,553,973.91 2,553,973.91 DEPT 210629 11/9/2022 001365 RIVERSIDE, COUNTY OF, JUL-SEP'22 VECTOR CNTRL SVC: 9,581.35 9,581.35 ENVIRONMENTAL HEALTH CODE ENF DEPT 210630 11/9/2022 023119 SANCHEZ, JULIO REFUND: TINY TOTS PRE -KINDER 176.00 176.00 CLASS 210631 11/9/2022 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SVCS: TEAM PACE: 225.00 PRESTON HR PHOTOGRAPHY SVCS: UTILITY BO> 200.00 PHOTOGRAPHY SVCS: CARNIVAL: l 400.00 PHOTO SVCS: FIRE FIRSTANNUAL 300.00 PHOTOGRAPHY SVCS: ROTARY: TC 200.00 PHOTOGRAPHY SVCS: CITY COUN( 225.00 PHOTOGRAPHY SVCS: CITY MGR 75.00 PHOTOGRAPHY SVCS: ROCKTOBEI 250.00 PHOTOGRAPHY SVCS: HIGH HOPE; 250.00 PHOTOGRAPHY SVCS: THEATER 650.00 2,775.00 210632 11/9/2022 021309 SB&O INC ADATRANSITION PLAN: PW18-16: CIP 4,996.05 4,996.05 210633 11/9/2022 022929 SCP DISTRIBUTORS LLC, DBA POOL EQUIPMENT: AQUATICS 505.07 505.07 LINCOLN AQUATICS 210634 11/9/2022 013695 SHRED -IT US JV LLC, DBA: 10/3-10/6 DOC SHRED SVCS: CITY 249.81 249.81 SHRED -IT USA LLC FACS Page:5 apChkLst 11/09/2022 1:39:51PM Final Check List CITY OF TEMECULA Page: 6 Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210635 11/9/2022 014818 SKYFIT TECH, INC. FITNESS CENTER MAINT SVCS: RISK 195.00 195.00 210636 11/9/2022 020545 SOCIAL WORK ACTION GROUP SEP HOMELESS/STREET OUTREACH: 7,562.13 7,562.13 TCSD 210637 11/9/2022 000519 SOUTH COUNTY PEST PEST CONTROL SVCS: STA 95 80.00 CONTROL INC BEE PEST CTRL SVCS: SIGNET SEF 94.00 EMERG PEST CTRL SVCS: MEADOV 94.00 EMERG PEST CTRL SVCS: TEMECU 94.00 PEST CONTROL SVCS: TVE2 56.00 BEE PEST CTRL SVCS: WOODCRE£ 94.00 512.00 210638 11/9/2022 019250 ST FRANCIS ELECTRIC LLC TRAFFIC SIGNAL MAINT: TRAFFIC: PW 2,049.84 2,049.84 210639 11/9/2022 007762 STANDARD INSURANCE BASIC LIFE INSURANCE PAYMENT 10,656.46 10,656.46 COMPANY 210640 11/9/2022 012723 STANDARD INSURANCE VOLUNTARY SUPP LIFE INSURANCE 1,243.38 1,243.38 COMPANY PAYMENT 210641 11/9/2022 008337 STAPLES BUSINESS CREDIT MISC OFC SUPPLIES: MALL 310.84 STOREFRONT MISC OFC SUPPLIES: NPDES: PW 42.23 353.07 210642 11/9/2022 017814 STC TRAFFIC INC PROF SVCS: HSIP CYCLE GRANT 11 52,000.00 52,000.00 APP 210643 11/9/2022 012789 STUART, JENNIFER SARAH TCSD INSTRUCTOR EARNINGS 12,480.00 12,480.00 210644 11/9/2022 009061 STURDIVANT, ANGELA P TCSD INSTRUCTOR EARNINGS 945.00 945.00 210645 11/9/2022 008164 SUN CITY GRANITE INC PATH OF HONOR ENGRAVING: PARKS 4,077.00 4,077.00 210646 11/9/2022 008373 SUNBELT RENTALS INC TOWER/POWER RENTALS: SPEC 864.42 864.42 EVENTS:TCSD 210647 11/9/2022 022473 TAND G GLOBAL LLC, DBA ST. OLD TOWN CHRISTMAS TREE: TCSD 7,884.38 NICK'S OLD TOWN CHRISTMAS TREE: TCSI 5,184.07 OLD TOWN CHRISTMAS TREE: TCSI 217.49 13,285.94 210648 11/9/2022 001547 TEAMSTERS LOCAL 911 UNION MEMBERSHIP DUES PAYMENT 4,655.96 4,655.96 210649 11/9/2022 005970 TEMECULA VALLEY STTLMNT: DRACULA 10/28-10/30 1,246.79 1,246.79 PLAYHOUSE, DBA TEMECULA VLY PLAYERS Page:6 apChkLst Final Check List Page: 7 11/09/2022 1:39:51PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 210650 11/9/2022 009176 TICKET ENVELOPE COMPANY, WILL CALL ENVELOPES: THEATER 1,420.00 1,420.00 AKA CAROL MC CALLUM 210651 11/9/2022 020911 T-MOBILE USA, INC. GPS LOCATE: TEM SHERIFF 125.00 125.00 210652 11/9/2022 002452 TOP LINE INDUSTRIAL, MISC SUPPLIES: STREET MAINT: PW 10.18 10.18 PRODUCTS, INC. 210653 11/9/2022 022939 TRANSPORTATION CHARTER TRANSPORTATION: SUMMER PRGM: 4,524.51 4,524.51 SRVS TCSD 210654 11/9/2022 020963 UPTOWN TEMECULAAUTO SEP VEHICLE DETAILING SVCS: B&S 5.00 SPA LLC SEP VEHICLE DETAILING SVCS: B&, 25.00 30.00 210655 11/9/2022 014850 VALLEY PRINTING SERVICES, PRINTING SVC: CITY CLERK 6,356.13 6,356.13 INC. 210656 11/9/2022 001890 VORTEX INDUSTRIES INC BAY DOOR REPAIR: FIRE STA 12 3,529.38 BAY DOOR REPAIR: FIRE STA 92 1,800.86 BAY DOOR REPAIR: FIRE STA 84 720.00 BAY DOOR REPAIR: FIRE STA 84 1,000.00 BAY DOOR REPAIR: FIRE STA 84 530.12 BAY DOOR REPAIR: FIRE STA 92 1,040.00 BAY DOOR REPAIR: FIRE STA 92 1,001.37 9,621.73 210657 11/9/2022 007987 WALMART WORKFORCE PRGMS: SUPPLIES: 126.45 TCSD MISC SUPPLIES: TVM: TCSD 88.87 SUPPLIES: AQUAITICS: TCSD 87.58 302.90 210658 11/9/2022 011213 WAVE WATERPARK, THE EXCURSION: TEEN SUMMER DAY 583.10 583.10 CAMP 210659 11/9/2022 012343 WEST COAST PERFORMING, STTLMNT: MOTOWN MANIA 10/28 15,018.29 15,018.29 ARTS PRESENTERS 210660 11/9/2022 000339 WEST PUBLISHING OCT CLEAR SUBSCRIPTION: TEM 1,053.45 1,053.45 CORPORATION, SHERIFF DBA:THOMSON REUTERS 210661 11/9/2022 000621 WESTERN RIVERSIDE FY22/23 AGENCY MEMBERSHIP DUES 13,424.45 13,424.45 COUNCIL OF, GOVERNMENTS (WRCOG) Grand total for UNION BANK: 10,008,338.53 Page:7 apChkLst Final Check List Page: 8 11/09/2022 1:39:51PM CITY OF TEMECULA 94 checks in this report. Grand Total All Checks: 10,008,338.53 Page:8 apChkLst Trial Check List Page: 1 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor Description Amount Paid Check Total 11/10/2022 000177 GLENNIES OFFICE PRODUCTS MISC OFC SUPPLIES: BLDG & SAFETY 243.31 INC MISC OFC SUPPLIES: BLDG & SAFE 191.69 MISC OFC SUPPLIES: FINANCE 110.51 MISC OFC SUPPLIES: PLANNING 34.60 580.11 11/10/2022 000482 LEIGHTON CONSULTING INC GEOTECH & MATERIALS TESTING 950.40 SVS: PW18-11 MATERIALS TESTING SVCS: RRSP 405.75 1,356.15 11/10/2022 000820 WINCHAK KRIS R, DBA K R W & 10/7-10/17 ENG PLAN CK & RVW: LAND 3,080.00 3,080.00 ASSOCIATES DEV 11/10/2022 000936 AMERICAN RED CROSS, STAFF/LIFEGUARDS CERTS: 1,300.00 1,300.00 HEALTH AND SAFETY SVCS AQUATICS 11/10/2022 000944 SWARCO MCCAIN INC TRAFFIC SIGNAL PARTS: TRAFFIC: PW 999.74 999.74 11/10/2022 001282 KNORR SYSTEMS INC MISC PARTS/SUPPLIES: AQUATICS 2,747.83 POOL OPERATOR COURSE: PUBLIC 2,200.00 MISC PARTS/SUPPLIES: AQUATICS 958.84 5,906.67 11/10/2022 002412 RICHARDS WATSON AND SEP 2022 LEGAL SERVICES 8,842.00 GERSHON SEP 2022 LEGAL SERVICES 1,327.50 SEP 2022 LEGAL SERVICES 59.00 SEP 2022 LEGAL SERVICES 42.00 10,270.50 11/10/2022 002577 ENGINEERING RESOURCES, ENG CONSULT SVCS: OVERLAND: 1,005.60 1,005.60 OF SOUTHERN CALIF., INC. PW20-11 11/10/2022 002800 PACIFIC STRIPING INC CITYWIDE PAINTING OF TRAFFIC 224,802.50 224,802.50 STRIPING 11/10/2022 002925 NAPAAUTO PARTS AUTO PARTS: STREET MAINT: PW 532.86 AUTO PARTS: STREET MAINT: PW 355.24 AUTO PARTS: STREET MAINT: PW 185.97 AUTO PARTS: STREET MAINT: PW 24.84 1,098.91 11/10/2022 003792 GRAINGER SMALL TOOLS & EQUIPMENT: PARKS 296.12 AIR FILTERS: CITY HALL: PW 758.75 MAINTENANCE SUPPLIES: STREET; 105.99 1,160.86 11/10/2022 003849 TERRYBERRY COMPANY EMPLOYEE SVC RECOGNITION: HR 71.11 71.11 11/10/2022 003945 DIAMOND ENVIRONMENTAL RESTROOM RENTALS & MAINT SVCS: 8,220.00 SRVCS CRC PORTABLE RESTROOMS: RANCHO 2,303.80 PORTABLE RESTROOM SVCS: RRSI 1,911.12 TEMP RESTROOM SVCS: TES POOL 325.76 TEMPORARY FENCING: MCCABE C- 95.00 PORTABLE RESTROOMS: RANCHO -1,892.40 10,963.28 Page:1 apChkLst Trial Check List Page: 2 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 11/10/2022 004043 MISSION ELECTRIC SUPPLY ELECTRICAL SUPPLIES: PARKS: PW 1,038.61 INC ELECTRICAL SUPPLIES: PARKS 558.15 MISC SUPPLIES: CHILDRENS MUSE 541.58 ELECTRICAL SUPPLIES: CIVIC CEN- 256.92 ELECTRICAL SUPPLIES: PARKS: P1A 191.18 ELECTRICAL SUPPLIES: FOUNTAIN 185.11 ELECTRICAL SUPPLIES: CIVIC CEN- 175.09 ELECTRICAL SUPPLIES: CIVIC CEN- 137.03 ELECTRICAL SUPPLIES: PARKS: PV\ 35.41 CREDIT: OVERPAYMENT ON INVOIC -1,747.83 1,371.25 11/10/2022 004192 DOWNS ENERGY FUEL FUEL FOR CITY VEHICLES: FIRE DEPT 178.60 FUEL FOR CITY VEHICLES: CIP: PW 178.10 FUEL FOR CITY VEHICLES: LAND DI 164.34 FUEL FOR CITY VEHICLES: EOC 111.04 FUEL FOR CITY VEHICLES: CODE E 91.67 FUEL FOR CITY VEHICLES: PARKS: 1,845.09 FUEL FOR CITY VEHICLES: POLICE 195.66 FUEL FOR CITY VEHICLES: STREET 952.24 FUEL FOR CITY VEHICLES: TRAFFIC 651.86 FUEL FOR CITY VEHICLES: BLDG IN 303.57 FUEL FOR CITY VEHICLES: FIRE DE 286.37 FUEL FOR CITY VEHICLES: CIP: PW 231.39 FUEL FOR CITY VEHICLES: LAND DI 219.74 5,409.67 11/10/2022 004274 SAFE AND SECURE LOCKSMITH SVCS: TVE2 52.47 LOCKSMITH SRVC LOCKSMITH SVCS: CIVIC CTR 38.06 90.53 11/10/2022 004586 MOORE FENCE COMPANY INC STAIRWELL FENCING: PD 6,140.67 6,140.67 STOREFRONT 11/10/2022 004951 MIKE'S PRECISION WELDING WELDING SERVICES: CIVIC CENTER 440.00 INC WELDING SVCS: PARKS: PW 150.00 590.00 11/10/2022 005075 PRUDENTIAL OVERALL UNIFORM SVCS: PARK MAINT: PW 64.91 SUPPLY UNIFORM SERVICES: PARK MAINTE 64.91 UNIFORM SVCS: PARK MAINT: PW 64.91 UNIFORM SVCS: STREET MAINT: PV 41.76 UNIFORM SERVICES: PW STREET K 41.76 UNIFORM SVCS: STREET MAINT: PV 41.76 FLOOR MATS/TOWEL RENTALS: SEI 23.15 FLOOR MATS/TOWEL RENTALS: FO, 9.70 FLOOR MATS/TOWEL RENTALS: FO, 9.70 FLOOR MATS/TOWEL RENTALS: FO, 9.70 FLOOR MATS/TOWEL RENTALS: JR( 8.28 380.54 11/10/2022 006250 HAZ MAT TRANS INC HAZ MAT SVCS: PUMP CLARIFIER 3,981.91 3,981.91 Paget apChkLst Trial Check List Page: 3 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 11/10/2022 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING/MAINT: THEATER 280.00 280.00 DBA, ALLEGRO PIANO SERVICE 11/10/2022 009746 SIGNS BY TOMORROW CITYWIDE CLEAN-UP BANNER 63.56 63.56 PATCHES: PW 11/10/2022 010590 EMPLOYEE #00363 REIMB: OFFICE SUPPLIES: PW 61.98 61.98 11/10/2022 010650 CRAFTSMEN PLUMBING & INSTALL DOOR ROLLERSHADES: CITY 2,920.00 2,920.00 HVAC INC HALL 11/10/2022 011841 JOE RHODES MAINTENANCE, FUEL PUMP MAINT: FIRE STATIONS 1,488.07 1,488.07 SERVICE INC 11/10/2022 012285 JOHNSTONE SUPPLY PLUMBING SUPPLIES: WEST WING 1,301.01 PLUMBING SUPPLIES: PD STOREFF 229.61 PLUMBING SUPPLIES: PD STOREFF 213.32 1,743.94 11/10/2022 013443 MIDWEST TAPE LLC BOOKS ON TAPE: LIBRARY 135.90 135.90 11/10/2022 013950 AQUA CHILL OF SAN DIEGO OCT DRINKING WTR SYS MAINT: CIVIC 213.97 CTR OCT DRINKING WTR SYS MAINT: SF 69.60 JUL DRINKING WTR SYS MAINT: HA 56.57 SEP DRINKING WTR SYS MAINT: HP 28.55 JUL DRINKING WTR SYS MAINT: TH 28.28 CREDIT: DBL BILLING FOR CIVIC CT -213.97 183.00 11/10/2022 015966 ERGO SOLUTION INC ERGONOMIC EVALUATION: RISK 500.00 500.00 11/10/2022 018147 WADDLETON, JEFFREY L. DJ/MC SOUND SVCS: SPECIAL 525.00 EVENTS DJ/MC SVCS: SCOOTER JAM: TCSD 525.00 1,050.00 11/10/2022 018675 MDG ASSOCIATES INC AUG CDBG PRGMADMIN: PLANNING 7,621.38 SEP CDBG PRGM ADMIN: PLANNIN( 4,461.88 12,083.26 11/10/2022 019720 DIVERSIFIED WATERSCAPES SEP WTR QUALITY MAINT: 7,430.00 7,430.00 INC HARV/DUCK POND 11/10/2022 020275 WALLACE & ASSOC ADD'L INSPEC SVCS: PW-LAND 23,166.00 CONSULTING LLC, ANSER DEV/NPDES ADVISORY MNGMT LLC SEP CONSTRUCTION MGMT SVCS: 2,629.00 MISC PROJ INSP & OVERSIGHT: CIF 2,070.00 27,865.00 11/10/2022 020908 EMPLOYEE #00527 REIMB: CALPERS CONF 11/01-11/03 903.48 903.48 11/10/2022 021370 MARK THOMAS AND COMPANY OCT DSGN CONSULTANT SVCS: 5,185.00 5,185.00 INC CHERRY ST EXT 11/10/2022 021412 EIDE BAILLY LLP JUNE FINANCIAL STMTAUDIT: 10,000.00 10,000.00 FIELDWORK 11/10/2022 021620 SIEMENS MOBILITY INC, STREET LIGHT REMOVAL: 2,000.18 2,000.18 YUNEX LLC REDHAWK/TIOGA 11/10/2022 021981 EMPLOYEE #00606 REIMB: CALPERS CONF 127.56 127.56 Page:3 apChkLst Trial Check List Page: 4 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 11/10/2022 021998 OLD TOWN TIRE AND SERVICE VEHICLE MAINT: LAND DEV: PW 1,071.98 INC CITY VEHICLE MAINT: TCC: FIRE 673.51 VEHICLE REPAIRS: PARKS: PW 651.79 VEHICLE REPAIRS: PARK MAINT: PV 340.68 VEHICLE REPAIRS: PARK MAINT: PV 315.86 VEHICLE MAINT: STREET MAINT: PV 58.96 VEHICLE REPAIRS: PARKS MAINT: F 47.66 VEHICLE MAINT: MPSC: TCSD 42.05 3,202.49 11/10/2022 022033 IE GENERAL ENGINEERING CONSTN CONTRACT SVCS: RRSP: 127,673.83 127,673.83 INC P W 18-03 11/10/2022 022056 IDETAIL SUPPLY CO ENGINE MAINT SUPPLIES: FIRE STA 92 291.99 291.99 11/10/2022 022530 HINER, DOUGLAS, DOUGLAS ADULT SOFTBALL OFFICIATING SVCS: 3,486.00 3,486.00 HINER UMPIRING SPORTS 11/10/2022 022537 REFRIGERATION SUPPLIES, MISC HVAC SUPPLIES: PRKG GARAGE 172.13 DISTRIBUTOR MISC HVAC SUPPLIES: CIVIC CENT[ 19.01 MISC HVAC SUPPLIES: FIRE STA84 10.11 201.25 Page:4 apChkLst Trial Check List Page: 5 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor 11/10/2022 022599 NIEVES LANDSCAPE INC (Continued) Description Amount Paid Check Total IRRIGATION REPAIRS: RRSP 109.93 IRRIGATION REPAIRS: HARVESTON 109.93 OCT LDSCP MAINT SVCS: PARKS: P 60,309.58 OCT LDSCP MAINT SVCS: FACILITIE 10,454.50 IRRIGATION REPAIRS: RRSP 7,012.62 OCT LDSCP MAINT SVCS: 1-15/79 S: 6,977.00 IRRIGATION REPAIRS: CALLE ARAG 137.10 IRRIGATION REPAIRS: HARVESTON 136.49 IRRIGATION REPAIRS: RANCHO HIG 113.63 IRRIGATION REPAIRS: CAMPOS VE[ 113.52 IRRIGATION REPAIRS: RR LIBRARY 112.71 IRRIGATION REPAIRS: WOLF CREEL 169.35 IRRIGATION REPAIRS: VARI LOCATI, 164.11 IRRIGATION REPAIRS: TEMEKU HILI 163.16 IRRIGATION REPAIRS: MEADOWS 161.05 IRRIGATION REPAIR: TEM PKWY 154.03 IRRIGATION REPAIRS: VAIL RANCH 139.37 IRRIGATION REPAIRS: CROWN HILL 218.24 IRRIGATION REPAIRS: VAIL RANCH 2O5.07 IRRIGATION REPAIRS: DATE ST ME[ 201.82 IRRIGATION REPAIRS: DAT ST MEDI 201.82 IRRIGATION REPAIRS: MIKE NAGGA 180.30 IRRIGATION REPAIRS: RED HAWK F 171.31 IRRIGATION REPAIRS: NICOLAS PAF 298.22 IRRIGATION REPAIRS: VARI LOCATI, 294.60 IRRIGATION REPAIRS: DUCK POND 251.41 Irrigation Repairs for Various Locations 243.97 IRRIGATION REPAIRS: VAIL RANCH 238.14 IRRIGATION REPAIRS: YNEZ MEDIAL 226.04 IRRIGATION REPAIRS: RIVERTON Pi 112.71 IRRIGATION REPAIRS: HARVESTON 109.93 Irrigation Repairs for Various Loc.-PW 332.34 Irrigation Repairs for Various Loc.-PW 327.29 IRRIGATION REPAIRS: VETERANS P 314.63 IRRIGATION REPAIRS: MEADOWS P 298.22 IRRIGATION REPAIRS: DUCK POND 420.00 IRRIGATION REPAIRS: MEDIANS 401.86 IRRIGATION REPAIRS: VARI LOCATI, 401.34 IRRIGATION REPAIRS: RED HAWK F 394.07 IRRIGATION REPAIRS: VAIL RANCH 361.25 IRRIGATION REPAIRS: HARVESTON 353.40 IRRIGATION REPAIRS: REDHAWK Pi 467.50 IRRIGATION REPAIRS: VARI LOCATI, 464.23 Irrigation Repairs for Various Locations 460.51 IRRIGATION REPAIR: VINTAGE HILL: 450.58 IRRIGATION REPAIRS: VARI LOCATI, 443.02 Page:5 apChkLst Trial Check List Page: 6 11/08/2022 2:56:32PM CITY OF TEMECULA Bank: eunion EFT UNION BANK Check # Date Vendor (Continued) Description Amount Paid Check Total IRRIGATION REPAIRS: HARVESTON 425.23 IRRIGATION REPAIRS: CAMPOS VEF 665.48 IRRIGATION REPAIRS: MEDIANS 618.66 Irrigation Repairs for Various Loc.-PW 579.06 IRRIGATION REPAIRS: VARI LOCATI, 568.74 IRRIGATION REPAIRS: HARVESTON 513.23 IRRIGATION REPAIRS: RRSP 499.59 IRRIGATION REPAIRS: PARKS: PW 1,959.75 LDSCP IMPROVE: REDHAWK MEDIP 1,895.00 LDSCP CLEANUP: MEDIANS: PW 1,365.00 LDSCP IMPROV: RIVERTON PARK: F 1,150.00 IRRIGATION REPAIRS: HARVESTON 735.81 IRRIGATION REPAIRS: VAIL RANCH 680.17 IRRIGATION REPAIRS: PARKS 2,738.71 LDSCP IMPROV: VAIL RANCH: PW 2,645.00 LDSCP IMPROVE: WOLF CREEK TRI 2,456.00 IRRIGATION REPAIRS: HARVESTON 344.97 IRRIGATION REPAIRS: PARKS: PW 2,395.93 IRRIGATION REPAIRS: PARKS: PW 2,152.15 IRRIGATION REPAIRS: MURRIETA CI 4,264.43 IRRIGATION REPAIRS: PARKS 3,582.65 IRRIGATION REPAIRS: MEDIANS 3,415.78 LDSCP CLEAN UP: MURR CRK TRAII 3,200.00 WEED ABATEMENT: PARKS 3,200.00 IRRIGATION REHAB: MIKE NAGGAR 2,856.91 140,290.15 Grand total for EFT UNION BANK: 629,726.64 Page:6 apChkLst Trial Check List Page: 7 11/08/2022 2:56:32PM CITY OF TEMECULA 44 checks in this report. Grand Total All Checks: 629,726.64 Page:7 Item No. 4 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: November 29, 2022 SUBJECT: Approve Financial Statements for the 4th Quarter Ended June 30, 2022 PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the City Council: 1. Receive and file the financial statements for the 4th quarter ended June 30, 2022; and 2. Approve the following Fiscal Year 2021-22 appropriations: a. City Manager Salaries & Wages (001.110.999.5100) ($80,000) b. City Attorney Legal Services (001.130.999.5246) $80,000 c. Operating Transfer Into General Fund (001.199.4090) $84,681 d. Operating Transfer Out from SLESF Fund (160.199.999.5901) $84,681 e. Insurance Fund Claims (300.199.999.5207) $93,000 f. Facilities Fund Utilities (340.199.706.5240) $83,000 3. Appropriate $2,000,000 of the year-end General Fund surplus to the Pension Trust (PARS), in accordance with Budget Policy XII in Fiscal Year 2022-23. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the City for the 4th Quarter Ended June 30, 2022. FISCAL IMPACT: None ATTACHMENTS: City Fund Summaries Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 001 - GENERAL FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Property Tax 9,413,841 9,861,418 10,040,635 9,861,418 0 0.0% Sales Tax 42,573,718 45,979,616 49,147,752 45,979,616 0 0.0% Sales Tax Sharing Agreement (1,216,873) (1,277,716) (1,306,605) (1,277,716) 0 0.0% Franchise Fees 3,724,781 3,738,356 3,681,119 3,738,356 0 0.0% Transient Occupancy Tax 3,022,209 3,746,636 4,530,407 3,746,636 0 0.0% Special Tax (Measure C) 1,892,962 1,872,624 1,817,297 1,872,624 0 0.0% Licenses, Permits and Service Charges Development Impact Fees 22,708 18,000 47,440 18,000 0 0.0% Charges For Services 0 0 1,190 0 0 0.0% Business Licenses 256,845 260,100 258,390 260,100 0 0.0% Land Development 2,292,104 1,187,090 2,023,361 1,187,090 0 0.0% Public Works 4,750 4,845 0 4,845 0 0.0% Parks Maintenance 0 1,020 0 1,020 0 0.0% Building 2,317,035 2,539,552 3,074,244 2,539,552 0 0.0% Planning 631,350 802,486 640,803 802,486 0 0.0% Police 45,227 47,000 93,805 47,000 0 0.0% Fire 953,382 837,002 1,172,635 837,002 0 0.0% Development Fees 164,698 211,470 341,599 211,470 0 0.0% Fines and Forfeitures Fines & Forfeitures 539,794 503,343 563,045 503,343 0 0.0% Use of Money and Property Investment Interest (320,090) 72,500 (2,097,251) 72,500 0 0.0% Lease/Rental Income 140,303 213,625 230,705 213,625 0 0.0% Other 79,231 79,967 63,284 79,967 0 0.0% Intergovernmental Revenues Property Tax In Lieu Of VLF 8,798,060 9,194,656 9,195,968 9,194,656 0 0.0% Vehicle License Fees 82,123 86,229 130,279 86,229 0 0.0% Grants 3,500 0 16,508 0 0 0.0% Reimbursements Capital Improvement Program 2,196,284 2,290,748 2,656,349 2,290,748 0 0.0% Pechanga IGA 688,803 352,363 368,219 352,363 0 0.0% Other Reimbursements 302,830 670,460 386,475 670,460 0 0.0% Operating Transfers In Operating Transfers In 4,264,863 10,585,010 10,310,929 10,669,691 84,681 0.8% Contribution From Measure S 5,944,780 6,266,670 6,266,670 6,266,670 0 0.0% Miscellaneous Miscellaneous 55,022 54,560 50,192 54,560 0 0.0% Total Revenues and Other Sources 88,874,241 100,199,630 103,705,445 100,284,311 84,681 0.08% Alk C ( 0.-- The Heart of Southern California Wine Country FUND: 001 - GENERAL FUND City of Temecula Fiscal Year 2021-22 Quarterly Budget Report 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Expenditures by Category Salaries & Benefits Operations & Maintenance Internal Service Fund Allocations Capital Outlay Transfers Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year 16,023,778 18,774,058 18,180,891 18,694,058 (80,000) -0.43% 50,122,286 57,032,090 53,829,052 57,112,090 80,000 0.14% 5,152,670 6,210,068 6,011,184 6,210,068 0 0.0% 131,441 1,108,276 821,501 1,108,276 0 0.0% 4,733,575 14,080,421 14,080,420 14,080,421 0 0.0% 76,163,751 97,204,913 92,923,048 97,204,913 0 0.0% 12,710,490 2,994,716 10,782,396 3,079,397 84,681 2.83% 32,533,450 45,243,940 45,243,940 45,243,940 45,243,940 48,238,657 56,026,337 48,323,338 Fund Description The General Fund is the main operating fund for the City of Temecula. It is used to account for all financial resources for the City that are not restricted to a special purpose and otherwise required to be accounted for in another fund. The General fund provides the resources necessary to sustain the day-to-day activities and pays for all administrative and operating expenditures. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 002 - MEASURE S FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Transactions And Use Tax 33,484,758 36,163,539 39,199,804 36,163,539 0 0.0% Use of Money and Property Investment Interest 40,650 69,000 (215,735) 69,000 0 0.0% Total Revenues and Other Sources 33,525,409 36,232,539 38,984,069 36,232,539 0 0.0% Expenditures by Category Transfers 23,755,497 50,062,859 29,523,899 50,062,859 0 0.0% Total Expenditures and Other Financing Uses 23,755,497 50,062,859 29,523,899 50,062,859 0 0.0% Excess of Revenues Over (Under) Expenditures 9,769,912 (13,830,320) 9,460,170 (13,830,320) 0 0.0% Fund Balance, Beginning of Year 15,445,691 25,215,603 25,215,603 25,215,603 Fund Balance, End of Year 25,215,603 11,385,283 34,675,773 11,385,283 Fund Description Measure S, approved by the voters on November 8, 2016, established a one -cent Transactions and Use Tax for the City. The measure was approved based on the commitment to maintain 9-1-1 emergency response times, prevent cuts to local paramedic/police/fire protection, school safety patrols, youth/after-school, senior and disabled services; improve freeway interchanges/reduce traffic and provide for other general services. Alk il C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 006 - FIRE FACILITY ACQUISITION FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 0 1,500,000 1,500,000 1,500,000 0 0.0% Total Revenues and Other Sources 0 1,500,000 1,500,000 1,500,000 0 0.0% Excess of Revenues Over (Under) Expenditures 0 1,500,000 1,500,000 1,500,000 0 0.0% Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 1,500,000 1,500,000 1,500,000 Fund Description This fund was established to accumulate resources necessary to acquire property for a future Fire Station, construct new Fire Station or refurbish existing Fire Stations. Aft The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 105 - NPDES IN LIEU FEES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Fees 0 0 1,943 0 0 0.0% Use of Money and Property Investment Interest 0 0 (3) 0 0 0.0% Total Revenues and Other Sources 0 0 1,940 0 0 0.0% Excess of Revenues Over (Under) Expenditures 0 0 1,940 0 0 0.0% Fund Balance, Beginning of Year 0 0 0 0 Fund Balance, End of Year 0 0 1,940 0 Fund Description This fund was established to account for the collection of In Lieu fees associated with the National Pollutant Discharge Elimination System (NPDES). Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 106 - UPTOWN TEMECULA NEW STREETS IN -LIEU FEES 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Impact Fees 0 688,880 0 688,880 0 0.0% Use of Money and Property Investment Interest 2,674 6,600 (6,630) 6,600 0 0.0% Total Revenues and Other Sources 2,674 695,480 (6,630) 695,480 0 0.0% Expenditures by Category Transfers 0 500,857 0 500,857 0 0.0% Total Expenditures and Other Financing Uses 0 500,857 0 500,857 0 0.0% Excess of Revenues Over (Under) Expenditures 2,674 194,623 (6,630) 194,623 0 0.0% Fund Balance, Beginning of Year 892,717 895,391 895,391 895,391 Fund Balance, End of Year 895,391 1,090,014 888,761 1,090,014 Fund Description This fund was established in conjunction with the adoption of the Uptown Temecula Specific Plan New Streets In -Lieu Fee. The Specific Plan requires developers to dedicate right-of-way and construct new street improvements adjacent to or through their development sites. Developers within the Specific Plan who cannot contribute right-of-way and/or build new streets will be charged a new streets in -lieu fee. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 107 -CARES ACT 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Intergovernmental Revenues Grants 1,382,508 0 0 0 0 0.0% Total Revenues and Other Sources 1,382,508 0 0 0 0 0.0% Expenditures by Category Transfers 1,382,508 0 0 0 0 0.0% Total Expenditures and Other Financing Uses 1,382,508 0 0 0 0 0.0% Excess of Revenues Over (Under) Expenditures 0 0 0 0 0 0.0% Fund Balance, Beginning of Year 0 0 0 0 Fund Balance, End of Year 0 0 0 0 Fund Description This fund was established to account for the receipt of Federal 2020 Coronavirus Aid Relief and Economic Security Act (CARES) funds Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 108 - ARPA 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Intergovernmental Revenues Grants 0 7,039,754 7,039,754 7,039,754 0 0.0% Total Revenues and Other Sources 0 7,039,754 7,039,754 7,039,754 0 0.0% Expenditures by Category Transfers 0 7,039,754 7,039,754 7,039,754 0 0.0% Total Expenditures and Other Financing Uses 0 7,039,754 7,039,754 7,039,754 0 0.0% Excess of Revenues Over (Under) Expenditures 0 0 0 0 0 0.0% Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 0 0 0 Fund Description This fund was established to account for the receipt of Federal 2021-22 American Rescue Plan Act (ARPA) funds Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 110 - COVID-19 PANDEMIC COMMUNITY REINVESTMENT PROGRAM 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 0 7,040,000 7,040,000 7,040,000 0 0.0% Total Revenues and Other Sources 0 7,040,000 7,040,000 7,040,000 0 0.0% Expenditures by Category Salaries & Benefits 0 20,395 5,106 20,395 0 0.0% Transfers 0 4,000,000 0 4,000,000 0 0.0% Total Expenditures and Other Financing Uses 0 4,020,395 5,106 4,020,395 0 0.0% Excess of Revenues Over (Under) Expenditures 0 3,019,605 7,034,894 3,019,605 0 0.0% Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 3,019,605 7,034,894 3,019,605 Fund Description This fund was established in Fiscal Year 2021-22 to provide various community grants to support the local economy in its recovery from the COVID-19 global pandemic. Available General Fund balance was transferred into this fund to establish this new program. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 100 -GAS TAX FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Gas Tax 2,511,401 2,945,795 2,631,694 2,945,795 0 0.0% Use of Money and Property Investment Interest 1,768 0 7,035 0 0 0.0% Total Revenues and Other Sources 2,513,170 2,945,795 2,638,730 2,945,795 0 0.0% Expenditures by Category Transfers 2,513,170 3,047,672 2,740,607 3,047,672 0 0.0% Total Expenditures and Other Financing Uses 2,513,170 3,047,672 2,740,607 3,047,672 0 0.0% Excess of Revenues Over (Under) Expenditures 0 (101,877) (101,877) (101,877) 0 0.0% Fund Balance, Beginning of Year 101,877 101,877 101,877 101,877 Fund Balance, End of Year 101,877 0 () 0 Fund Description This fund was established to account for the tax per gallon on the purchase of motor vehicle fuel imposed by the State of California. A portion is allocated to the City of Temecula as specified in the California Streets and Highways Code (SHC) (Sections 2013, 2105, 2107 and 2107.5). Gas Tax monies are restricted to the repair, maintenance and upkeep of City streets and roads, and the purchase of equipment used to maintain roads. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 102 - ROAD MAINTENANCE REHABILITATION ACCOUNT (RMRA) FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Gas Tax 2,058,949 2,335,769 2,250,420 2,335,769 0 0.0% Use of Money and Property Investment Interest 4,692 14,250 (23,994) 14,250 0 0.0% Total Revenues and Other Sources 2,063,640 2,350,019 2,226,427 2,350,019 0 0.0% Expenditures by Category Transfers 1,802,742 3,790,721 2,250,420 3,790,721 0 0.0% Total Expenditures and Other Financing Uses 1,802,742 3,790,721 2,250,420 3,790,721 0 0.0% Excess of Revenues Over (Under) Expenditures 260,898 (1,440,702) (23,993) (1,440,702) 0 0.0% Fund Balance, Beginning of Year 1,324,432 1,585,330 1,585,330 1,585,330 Fund Balance, End of Year 1,585,330 144,628 1,561,337 144,628 Fund Description This fund is to account for gasoline and vehicle registration taxes pursuant to the Road Repair and Accountability Act of 2017 (SB1 Beall). Monies are collected by the State of California and allocated to local agencies for streets and roads projects and other transportation uses. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 103 - STREET MAINTENANCE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 3,953 10,800 (37,492) 10,800 0 0.0% Operating Transfers In Contribution From Measure S 2,000,000 2,000,000 2,000,000 2,000,000 0 0.0% Total Revenues and Other Sources 2,003,953 2,010,800 1,962,508 2,010,800 0 0.0% Excess of Revenues Over (Under) Expenditures 2,003,953 2,010,800 1,962,508 2,010,800 0 0.0% Fund Balance, Beginning of Year 1,457,541 3,461,494 3,461,494 3,461,494 Fund Balance, End of Year 3,461,494 5,472,294 5,424,001 5,472,294 Fund Description This fund was established to accumulate resources for the future replacement of streets and roads throughout the City. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 120 - DEVELOPMENT IMPACT FEES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Impact Fees 2,046,369 3,782,168 2,445,390 3,782,168 0 0.0% Quimby Fees 34,441 2,300,445 1,952,029 2,300,445 0 0.0% Use of Money and Property Investment Interest 7,648 22,000 (43,616) 22,000 0 0.0% Total Revenues and Other Sources 2,088,459 6,104,613 4,353,803 6,104,613 0 0.0% Expenditures by Category Transfers 1,115,835 5,681,330 264,039 5,681,330 0 0.0% Total Expenditures and Other Financing Uses 1,115,835 5,681,330 264,039 5,681,330 0 0.0% Excess of Revenues Over (Under) Expenditures 972,624 423,283 4,089,764 423,283 0 0.0% Fund Balance, Beginning of Year 2,592,355 3,564,979 3,564,979 3,564,979 Fund Balance, End of Year 3,564,979 3,988,262 7,654,743 3,988,262 Fund Description This fund accounts for the development impact fees received as a result of development activity within the City. The fees are primarily used to fund Capital Improvement Projects designed to mitigate the impacts of development projects. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 125 - PUBLIC EDUCATION & GOVERNMENT (PEG) FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Peg Fees 215,696 220,207 198,322 220,207 0 0.0% Use of Money and Property Investment Interest 1,277 3,300 (5,266) 3,300 0 0.0% Total Revenues and Other Sources 216,973 223,507 193,057 223,507 0 0.0% Expenditures by Category Capital Outlay 21,122 265,000 106,045 265,000 0 0.0% Total Expenditures and Other Financing Uses 21,122 265,000 106,045 265,000 0 0.0% Excess of Revenues Over (Under) Expenditures 195,851 (41,493) 87,011 (41,493) 0 0.0% Fund Balance, Beginning of Year 427,810 623,661 623,661 623,661 Fund Balance, End of Year 623,661 582,168 710,672 582,168 Fund Description This fund was established to account for Public Education and Government (PEG) fees. Fees received from local cable operators for the sole purpose of supporting the access facilities and activities within the City. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 140 - COMMUNITY DEV BLOCK GRANT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Intergovernmental Revenues Community Development Block Grant 63,909 1,951,752 646,010 1,951,752 0 0.0% CDBG - CV GRANTS 0 329,000 329,000 329,000 0 0.0% CDBG - CV2 GRANTS 0 836,934 125,182 836,934 0 0.0% Operating Transfers In Operating Transfers In 412,056 0 0 0 0 0.0% Total Revenues and Other Sources 475,965 3,117,686 1,100,192 3,117,686 0 0.0% Expenditures by Category Salaries & Benefits 106,706 35,039 36,635 35,039 0 0.0% Operations & Maintenance 464,058 1,066,710 317,891 1,066,710 0 0.0% Transfers 124,248 1,334,971 354,159 1,334,971 0 0.0% Total Expenditures and Other Financing Uses 695,013 2,436,719 708,685 2,436,719 0 0.0% Excess of Revenues Over (Under) Expenditures (219,048) 680,967 391,506 680,967 0 0.0% Fund Balance, Beginning of Year (63,909) (282,957) (282,957) (282,957) Fund Balance, End of Year (282,957) 398,010 108,550 398,010 Fund Description This fund was established to account for grants received from the U.S. Department of Housing and Urban Development (HUD). The grants are used for the redevelopment of a viable community by providing decent housing, a suitable living environment, and for expanding opportunities, principally for persons of low and moderate income. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 145 - TEMECULA ENERGY EFFICIENCY ASSET (TEAM) FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 573 1,500 (6,210) 1,500 0 0.0% Reimbursements Other Reimbursements 640,755 0 0 0 0 0.0% Total Revenues and Other Sources 641,328 1,500 (6,210) 1,500 0 0.0% Expenditures by Category Transfers 0 600,000 0 600,000 0 0.0% Total Expenditures and Other Financing Uses 0 600,000 0 600,000 0 0.0% Excess of Revenues Over (Under) Expenditures 641,328 (598,500) (6,210) (598,500) 0 0.0% Fund Balance, Beginning of Year 198,410 839,738 839,738 839,738 Fund Balance, End of Year 839,738 241,238 833,528 241,238 Fund Description This fund was established to capture energy efficiency rebates and reimbursements as well as expenditure savings resulting from energy efficiency projects completed at various City facilities. Revenue collected in this fund will be utilized on future energy efficiency projects. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 150 - AB 2766 MOTOR VEHICLE SUBVENTION FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest (55) 315 (1,851) 315 0 0.0% Intergovernmental Revenues AB2766 Motor Vehicle Subvention 146,208 146,915 106,782 146,915 0 0.0% Total Revenues and Other Sources 146,153 147,230 104,930 147,230 0 0.0% Expenditures by Category Operations & Maintenance 0 20,404 20,000 20,404 0 0.0% Transfers (10,934) 217,634 6,700 217,634 0 0.0% Total Expenditures and Other Financing Uses (10,934) 238,038 26,700 238,038 0 0.0% Excess of Revenues Over (Under) Expenditures 157,087 (90,808) 78,230 (90,808) 0 0.0% Fund Balance, Beginning of Year 15,214 172,301 172,301 172,301 Fund Balance, End of Year 172,301 81,493 250,531 81,493 Fund Description This fund was established to account for subvention funds that are used to implement programs and projects that reduce air pollution from motor vehicles. AB2766 Funds are derived from a Motor Vehicle Registration fee surcharge. Local governments are allocated $1.60 for every eligible vehicle registered within the South Coast Air Quality Management District. Funds are disbursed based on the City's population as a percentage of the total population within the District. This fund is used for Capital projects and the City's share of WRCOG's Clean Cities Coalition. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 160 - SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 350 665 908 665 0 0.0% Intergovernmental Revenues SLESF Grant 365,455 279,185 277,001 279,185 0 0.0% Total Revenues and Other Sources 365,806 279,850 277,909 279,850 0 0.0% Expenditures by Category Transfers 279,185 279,850 364,530 364,531 84,681 30.26% Total Expenditures and Other Financing Uses 279,185 279,850 364,530 364,531 84,681 30.26% Excess of Revenues Over (Under) Expenditures 86,621 0 (86,621) (84,681) (84,681) -100.0% Fund Balance, Beginning of Year 0 86,621 86,621 86,621 Fund Balance, End of Year 86,621 86,621 0 1,940 Fund Description This fund was established to account for the Supplemental Law Enforcement Services grant monies from the State of California which are provided to assist cities in delivering front line law enforcement services. These monies supplement existing services and may not be used to supplant any existing funding for law enforcement services provided by the City. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 161 - TEMECULA MAJOR CRIMES REWARD FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 83 200 (255) 200 0 0.0% Total Revenues and Other Sources 83 200 (255) 200 0 0.0% Expenditures by Category Transfers 0 27,407 26,952 27,407 0 0.0% Total Expenditures and Other Financing Uses 0 27,407 26,952 27,407 0 0.0% Excess of Revenues Over (Under) Expenditures 83 (27,207) (27,207) (27,207) 0 0.0% Fund Balance, Beginning of Year 27,124 27,207 27,207 27,207 Fund Balance, End of Year 27,207 () () () Fund Description This fund was established to account for a reward for information that leads to the capture and conviction of the person(s) responsible for the murder of Larry Robinson and Justin Triplett. The General Fund contributed $25,000 and the public can also contribute to this fund. The fund was established in accordance with Resolution Nos. 13-25 and 15-37. In April of 2018, Council adopted Resolution No. 18-24 for the continuation of the reward for an additional three years (to March 22, 2021) to assist the Sheriff in the investigation since no person has been arrested for the Larry Robinson murder. Alk il C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 165 - AFFORDABLE HOUSING FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Redevelopment Property Tax Fund Distribution 0 1,301,719 0 1,301,719 0 0.0% Use of Money and Property Investment Interest 5,883 14,000 (13,847) 14,000 0 0.0% Lease/Rental Income 84,019 0 (14,301) 0 0 0.0% Other 3,000 10,327,424 0 10,327,424 0 0.0% Intergovernmental Revenues Agency Trust Contribution 250,000 250,000 250,000 250,000 0 0.0% Miscellaneous Miscellaneous 38,869 0 0 0 0 0.0% Total Revenues and Other Sources 381,771 11,893,143 221,852 11,893,143 0 0.0% Expenditures by Category Salaries & Benefits 225,918 244,801 240,712 244,801 0 0.0% Operations & Maintenance 23,379 159,185 37,088 159,185 0 0.0% Internal Service Fund Allocations 35,267 33,133 34,060 33,133 0 0.0% Transfers 0 11,629,143 0 11,629,143 0 0.0% Total Expenditures and Other Financing Uses 284,564 12,066,262 311,860 12,066,262 0 0.0% Excess of Revenues Over (Under) Expenditures 97,207 (173,119) (90,008) (173,119) 0 0.0% Fund Balance, Beginning of Year 11,957,411 12,054,618 12,054,618 12,054,618 Fund Balance, End of Year 12,054,618 11,881,500 11,964,611 11,881,500 Fund Description The Affordable Housing fund contains the assets as well as loan and rental income which have been transferred to the City of Temecula from the former Redevelopment Agency . Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 170 - MEASURE A FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 20,949 53,500 (74,771) 53,500 0 0.0% Intergovernmental Revenues Measure A 3,969,257 4,167,720 4,141,441 4,167,720 0 0.0% Total Revenues and Other Sources 3,990,206 4,221,220 4,066,670 4,221,220 0 0.0% Expenditures by Category Operations & Maintenance 2,157,646 2,612,630 1,599,339 2,612,630 0 0.0% Transfers 143,600 7,57S,889 2,834,725 7,575,889 0 0.0% Total Expenditures and Other Financing Uses 2,301,246 10,188,519 4,434,064 10,188,519 0 0.0% Excess of Revenues Over (Under) Expenditures 1,688,960 (5,967,299) (367,394) (5,967,299) 0 0.0% Fund Balance, Beginning of Year 7,741,676 9,430,636 9,430,636 9,430,636 Fund Balance, End of Year 9,430,636 3,463,337 9,063,242 3,463,337 Fund Description This fund was established to account for the City's allocation of the County of Riverside's additional one-half percent sales tax for transportation. These monies are restricted for use on local streets. In 2002, Measure A was extended by Riverside County voters. Measure A will continue to fund transportation improvements through 2039. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 210 - CAPITAL IMPROVEMENT PROGRAM FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Development Impact Fees 1,025,835 3,487,378 124,952 3,487,378 0 0.0% Quimby Fees 0 2,193,952 0 2,193,952 0 0.0% Use of Money and Property Investment Interest 75,560 0 (26,240) 0 0 0.0% Intergovernmental Revenues Grants 185,000 1,453,056 639,405 1,453,056 0 0.0% AB2766 Motor Vehicle Subvention 0 217,634 6,700 217,634 0 0.0% Reimbursements Capital Improvement Program 5,274,760 173,033,558 0 173,033,558 0 0.0% Pechanga IGA 0 5,000,000 5,000,000 5,000,000 0 0.0% Other Reimbursements 1,081,255 1,122,897 2,586,537 1,122,897 0 0.0% Operating Transfers In Operating Transfers In 2,316,057 6,406,081 13,906,407 6,406,081 0 0.0% Contribution From Measure S 5,233,125 28,886,909 8,347,949 28,886,909 0 0.0% Total Revenues and Other Sources 15,191,593 221,801,465 30,585,710 221,801,465 0 0.0% Expenditures by Category CIP 16,435,915 221,801,464 33,303,470 221,801,464 0 0.0% Total Expenditures and Other Financing Uses 16,435,915 221,801,464 33,303,470 221,801,464 0 0.0% Excess of Revenues Over (Under) Expenditures (1,244,322) 1 (2,717,760) 1 0 0.0% Fund Balance, Beginning of Year 15,345,341 14,101,019 14,101,019 14,101,019 Fund Balance, End of Year 14,101,019 14,101,020 11,383,259 14,101,020 Fund Description This fund was established to account for the City's Capital Improvement Program revenues and expenditures. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 300 - INSURANCE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 974,037 1,174,010 1,380,637 1,174,010 0 0.0% Use of Money and Property Investment Interest 3,433 8,200 (9,398) 8,200 0 0.0% Total Revenues and Other Sources 977,470 1,182,210 1,371,239 1,182,210 0 0.0% Expenditures by Category Salaries & Benefits 99,097 144,811 136,378 144,811 0 0.0% Operations & Maintenance 877,714 1,152,464 1,201,915 1,245,464 93,000 8.07% Uncategorized Expenses (80,169) 0 51,742 0 0 0.0% Total Expenditures and Other Financing Uses 896,642 1,297,275 1,390,035 1,390,275 93,000 7.17% Excess of Revenues Over (Under) Expenditures 80,828 (115,065) (18,795) (208,065) (93,000) 80.82% Fund Balance, Beginning of Year 748,090 828,918 828,918 828,918 Fund Balance, End of Year 828,918 713,853 810,123 620,853 Fund Description The Insurance Fund was established to account for the City's liability and property insurance costs. Fund Balance is a combination of both spendable and non spendable assets. These costs are allocated to each department based on the total number of Full Time Equivalent positions assigned to those departments. The City has a Self -Insured Retention (SIR) of $150,000 per incident, and strives to maintain a fund balance equal to three times the SIR. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 305 - WORKERS' COMPENSATION FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest 7,044 16,700 (12,896) 16,700 0 0.0% Total Revenues and Other Sources 7,044 16,700 (12,896) 16,700 0 0.0% Expenditures by Category Salaries & Benefits 81,428 109,355 120,869 109,355 0 0.0% Operations & Maintenance 263,807 260,897 226,948 260,897 0 0.0% Total Expenditures and Other Financing Uses 345,235 370,252 347,817 370,252 0 0.0% Excess of Revenues Over (Under) Expenditures (338,192) (353,552) (360,713) (353,552) 0 0.0% Fund Balance, Beginning of Year 2,376,525 2,038,333 2,038,333 2,038,333 Fund Balance, End of Year 2,038,333 1,684,781 1,677,621 1,684,781 Fund Description The Workers' Compensation Fund was established in Fiscal Year 2014-15 as the City transitions to a self -insured status for Workers' Compensation liabilities. Departments are charged based on each position allocated on a Full Time Equivalent basis, with a cost assigned to each position based on job duties and potential for risk. The desired Net Position for this fund is $1.5 million, which represents three -times the City's Self -Insured Retention amount of $500,000. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 310 - VEHICLES AND EQUIPMENT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 243,310 431,965 341,896 431,965 0 0.0% Use of Money and Property Investment Interest 5,276 12,100 (20,047) 12,100 0 0.0% Operating Transfers In Contribution From Measure S 500,000 500,000 500,000 500,000 0 0.0% Total Revenues and Other Sources 748,586 944,065 821,849 944,065 0 0.0% Expenditures by Category Operations & Maintenance 275,623 0 376,267 0 0 0.0% Capital Outlay 0 299,593 0 299,593 0 0.0% Total Expenditures and Other Financing Uses 275,623 299,593 376,267 299,593 0 0.0% Excess of Revenues Over (Under) Expenditures 472,963 644,472 445,582 644,472 0 0.0% Fund Balance, Beginning of Year 3,800,749 4,273,712 4,273,712 4,273,712 Fund Balance, End of Year 4,273,712 4,918,185 4,719,294 4,918,185 Fund Description The Vehicles and Equipment Fund was established to account for the depreciation of vehicles and capital equipment over their estimated useful lives, and to accumulate resources for the purchase of future replacement vehicles and equipment. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on the replacement costs for each asset benefitting the department. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 320 - INFORMATION TECHNOLOGY FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 4,035,562 4,887,136 4,477,549 4,887,136 0 0.0% Use of Money and Property Investment Interest 4,693 7,100 (15,680) 7,100 0 0.0% Reimbursements Other Reimbursements 172 0 0 0 0 0.0% Operating Transfers In Contribution From Measure S 260,000 300,000 300,000 300,000 0 0.0% Total Revenues and Other Sources 4,300,427 5,194,236 4,761,869 5,194,236 0 0.0% Expenditures by Category Salaries & Benefits 2,135,012 2,184,941 2,204,994 2,184,941 0 0.0% Operations & Maintenance 1,967,566 3,164,774 2,410,863 3,164,774 0 0.0% Internal Service Fund Allocations 2,660 2,660 2,660 2,660 0 0.0% Capital Outlay 0 40,000 0 40,000 0 0.0% Total Expenditures and Other Financing Uses 4,105,238 5,392,375 4,618,517 5,392,375 0 0.0% Excess of Revenues Over (Under) Expenditures 195,189 (198,139) 143,352 (198,139) 0 0.0% Fund Balance, Beginning of Year 1,110,473 1,305,662 1,305,662 1,305,662 Fund Balance, End of Year 1,305,662 1,107,524 1,449,014 1,107,524 Fund Description The Information Technology Fund was established to fund and account for computer and telephone system operating and maintenance expenses. Fund Balance is a combination of both spendable and non spendable assets. Adjustments are made to Fund Balance to include additional spendable resources available for expenditure. Departments are charged based on the number of electronic devices assigned. The Ronald H. Roberts Temecula Public Library facility is charged directly for all IT expenditures and personnel costs related to the facility. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 325 - TECHNOLOGY REPLACEMENT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 173,767 172,101 190,474 172,101 0 0.0% Use of Money and Property Investment Interest 3,624 8,300 (15,493) 8,300 0 0.0% Operating Transfers In Contribution From Measure S 500,000 500,000 500,000 500,000 0 0.0% Total Revenues and Other Sources 677,391 680,401 674,981 680,401 0 0.0% Expenditures by Category Operations & Maintenance 276,849 0 264,356 0 0 0.0% Capital Outlay 0 213,913 0 213,913 0 0.0% Transfers 0 549,621 0 549,621 0 0.0% Total Expenditures and Other Financing Uses 276,849 763,534 264,356 763,534 0 0.0% Excess of Revenues Over (Under) Expenditures 400,542 (83,133) 410,625 (83,133) 0 0.0% Fund Balance, Beginning of Year 1,660,004 2,060,546 2,060,546 2,060,546 Fund Balance, End of Year 2,060,546 1,977,413 2,471,172 1,977,413 Fund Description The Technology Replacement Fund was established in Fiscal Year 2014-15 in order to accumulate resources for computer and telephone equipment and software to fund future equipment replacement. Fund Balance is a combination of both spendable and non spendable assets. Contributions to this fund are made by departments utilizing the assets in an amount equivalent to the estimated cost to replace the item at the end of its useful life. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 330 - SUPPORT SERVICES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 261,669 389,608 336,771 389,608 0 0.0% Use of Money and Property Investment Interest 107 105 (301) 105 0 0.0% Total Revenues and Other Sources 261,776 389,713 336,470 389,713 0 0.0% Expenditures by Category Salaries & Benefits 198,682 239,242 239,455 239,242 0 0.0% Operations & Maintenance 61,773 150,366 97,617 150,366 0 0.0% Total Expenditures and Other Financing Uses 260,4SS 389,608 337,072 389,608 0 0.0% Excess of Revenues Over (Under) Expenditures 1,320 105 (602) 105 0 0.0% Fund Balance, Beginning of Year 2,704 4,024 4,024 4,024 Fund Balance, End of Year 4,024 4,130 3,423 4,130 Fund Description The Support Services Fund was established as a cost center for the City's central receptionist, duplicating, printing, and mailing activities. It is also used to depreciate all related copying and mailing equipment over their useful lives, and to accumulate resources for the purchase of future equipment. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on a count of copies made in the previous fiscal year. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 335 - SUPPORT SERVICES REPLACEMENT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 32,370 34,424 41,997 34,424 0 0.0% Use of Money and Property Investment Interest 1,107 2,600 (2,516) 2,600 0 0.0% Total Revenues and Other Sources 33,477 37,024 39,481 37,024 0 0.0% Expenditures by Category Operations & Maintenance 50,412 0 54,403 0 0 0.0% Capital Outlay 0 40,000 0 40,000 0 0.0% Total Expenditures and Other Financing Uses S0,412 40,000 S4,403 40,000 0 0.0% Excess of Revenues Over (Under) Expenditures (16,935) (2,976) (14,922) (2,976) 0 0.0% Fund Balance, Beginning of Year 421,259 404,324 404,324 404,324 Fund Balance, End of Year 404,324 401,348 389,402 401,348 Fund Description The Support Services Replacement Fund was established to accumulate resources for the future replacement of the City's duplicating equipment. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 340 - FACILITIES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 1,285,406 1,442,938 1,475,674 1,442,938 0 0.0% Use of Money and Property Investment Interest 1,501 960 (5,485) 960 0 0.0% Reimbursements Other Reimbursements 29,284 0 0 0 0 0.0% Total Revenues and Other Sources 1,316,191 1,443,898 1,470,189 1,443,898 0 0.0% Expenditures by Category Salaries & Benefits 373,638 408,751 431,172 408,751 0 0.0% Operations & Maintenance 939,660 1,035,584 1,049,988 1,118,584 83,000 8.01% Total Expenditures and Other Financing Uses 1,313,298 1,444,335 1,481,160 1,527,335 83,000 5.75% Excess of Revenues Over (Under) Expenditures 2,893 (437) (10,971) (83,437) (83,000) 19,002.27% Fund Balance, Beginning of Year 585,694 588,587 588,587 588,587 Fund Balance, End of Year 588,587 588,151 577,617 505,151 Fund Description The Facilities Fund was established to account for the cost of the Civic Center, Former City Hall Facility, City Maintenance Facility, Field Operations Center, and Civic Center Parking Structure operations and maintenance. Fund Balance is a combination of both spendable and non spendable assets. Departments are charged based on square footage allotted as well as full time staff equivalents assigned. Alk il C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 350 - FACILITY REPLACEMENT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Charges For Services 37,228 76,009 64,643 76,009 0 0.0% Use of Money and Property Investment Interest 687 3,400 (2,185) 3,400 0 0.0% Operating Transfers In Contribution From Measure S 500,000 660,000 660,000 660,000 0 0.0% Total Revenues and Other Sources 537,915 739,409 722,458 739,409 0 0.0% Expenditures by Category Operations & Maintenance 64,323 0 105,338 0 0 0.0% Capital Outlay 0 389,420 4,138 389,420 0 0.0% Transfers 712,056 729,694 249,644 729,694 0 0.0% Total Expenditures and Other Financing Uses 776,378 1,119,114 359,120 1,119,114 0 0.0% Excess of Revenues Over (Under) Expenditures (238,464) (379,705) 363,338 (379,705) 0 0.0% Fund Balance, Beginning of Year 621,233 382,769 382,769 382,769 Fund Balance, End of Year 382,769 3,064 746,107 3,064 Fund Description The Facility Replacement Fund was established to accumulate resources for the future replacement of equipment, systems and fixtures within City -owned facilities. Alk C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 395 - 2018 FINANCING LEASE (CIVIC CENTER) FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In Total Revenues and Other Sources Expenditures by Category Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 2,077,767 1,962,107 1,962,107 1,962,107 0 0.0% 2,077,767 1,962,107 1,962,107 1,962,107 0 0.0% 2,077,767 1,962,107 1,962,107 1,962,107 0 0.0% 2,077,767 1,962,107 1,962,107 1,962,107 0 0.0% 0 () 0 () 0 0.0% 0 0 0 0 0 () 0 () This fund was established to account for the payment of interest and principal of the refunding of the 2001 and 2008 Certificates of Participation (COPS). The 2001 COPS were originally issued to finance the construction of the Community Recreation Center and the 2008 COPs were originally issued to finance the construction of the Civic Center. In Fiscal Year 2018-19, the terms of the lease were refinanced, lowering the interest rate from 3.75% to 3.42%. The term of the lease expires September 1, 2033. Alk il C ( 0.-- The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 396 - 2018 FINANCING LEASE (MRC) FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 555,808 555,808 555,806 555,808 0 0.0% Total Revenues and Other Sources 555,808 555,808 555,806 555,808 0 0.0% Expenditures by Category Operations & Maintenance 555,808 555,808 555,806 555,808 0 0.0% Total Expenditures and Other Financing Uses 555,808 555,808 555,806 555,808 0 0.0% Excess of Revenues Over (Under) Expenditures 0 () 0 () 0 0.0% Fund Balance, Beginning of Year 0 0 () Fund Balance, End of Year 0 () () Fund Description This fund was established to account for the payments of interest and principal related to the financing of the rehabilitation of the Margarita Recreation Center (MRC). The Lease Agreement, dated August 1, 2018, generated $6.5 million in proceeds at an interest rate of 3.42%. The Term of the lease expires September 1, 2033, Item No. 5 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: November 29, 2022 SUBJECT: Approve Agreement for Minor Maintenance Services with Lawnscape Systems, Inc., for Weed Abatement Maintenance Services for Fiscal Years 2023-2027 PREPARED BY: Julie Tarrant, Principal Management Analyst Stacey Biddle, Management Assistant RECOMMENDATION: That the City Council approve an agreement for minor maintenance services with Lawnscape Systems, Inc., for weed abatement maintenance services for Fiscal Years 2023-2027, in the amount of $1,250,000. BACKGROUND: On August 31, 2022, the Department of Public Works posted a Request for Proposals (RFP) No. 268 on the City's online bidding service, Planet Bids, for Weed Abatement Maintenance Services. Proposals were due on September 22, 2022, and we received a total of two proposals in response to the advertisement. A review panel was formed to provide a fair and comprehensive review of the two proposals, and after a thorough evaluation and rating process, it was determined that the Lawnscape Systems, Inc. was the highest ranked firm to provide the scope of services, as outlined in the RFP. Lawnscape Systems, Inc., with over 43 years of experience in landscape maintenance and weed abatement services, has an extensive resume of clientele including, various water districts and city agencies located throughout Southern California, as well as Walt Disney Parks & Resorts, and ABC & NBC Studios. Staff recommends the approval of an agreement with Lawnscape Systems, Inc., for Weed Abatement Services, in effect through June 30, 2027, in the amount of $1,250,000, unless otherwise amended in the future. FISCAL IMPACT: Adequate funds are available in the Department of Public Works, Maintenance Division, Annual Operating Budget for Fiscal Year 2022-2023. Future annual budget appropriations will be requested in each of the following fiscal years for the term of the agreement. ATTACHMENTS: Agreement for Minor Maintenance Services AGREEMENT FOR MINOR MAINTENANCE SERVICES BETWEEN CITY OF TEMECULA AND LAWNSCAPE SYSTEMS, INC. THIS AGREEMENT is made and effective as of November 29, 2022, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Lawnscape Systems, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: TERM This Agreement shall commence on November 29, 2022, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2027, unless sooner terminated pursuant to the provisions of this Agreement. 2. SCOPE OF WORK Contractor shall perform all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. ("Work"), and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work, Exhibit A. 3. PAYMENT a. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed One Million, Two Hundred Fifty Thousand Dollars ($1,250,000) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. C. Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form as approved by the Director of Finance. 08/06/2021 4. PERFORMANCE Contractor shall faithfully and competently exercise the ordinary skill and competence of members of their profession. Contractor shall employ all generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 5. CITY APPROVAL All labor, materials, tools, equipment, and services shall be furnished and work performed and r_.omplcted subject to the approval of City or its authorized representatives. 6. WAIVER OF CLAIMS On or before making final request for payment under Paragraph 3 above, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. I ne acceptance by Contractor of the final payment shall constitute a waiver of all claims against City under or arising out of this Agreement, except those previously made in writing and request for payment. Contractor shall be required to execute an affidavit, release and indemnify Agreement with each claim for payment. 7. PREVAILING WAGES Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Agreement from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at http://www.dir.ca.Qov. Contractor shall provide a copy of prevailing wage rates to any staff or sub -contractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worKer, or mechanic ernpiuyed, paid less ihai i if le si1puiaiuj prevailing rates for any work done under this Agreement, by him or by any subcontractor under him, in violation of the provisions of the Agreement. This project, work, or service will be subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771.4. 8. REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS Registration with the Department of Industrial Relations (DIR) is mandatory as a condition for bidding, providing certain services, and working on a public works project as specified in Labor Code Section 1771.1(a). Contractor and any subcontractors must be registered with the Department of Industrial Relations to be qualified to bid, or provide a proposal and/or time and material quote or be listed in a bid, proposal or quote, subject to the requirements of Public Contract Code Section 4104; or engage in the performance of any contract that is subject to Labor Code Section 1720 et seq., unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Contractor and subcontractors will be required to provide proof of registration with the DIR. For more information regarding registration with the Department of Industrial Relations, refer to http://www.dir.ca.gov/Public-Works/Publ!cWorks.html 08/06/2021 9. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 10. DEFAULT OF CONTRACTOR a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 11. INDEMNIFICATION The Contractor agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 08/06/2021 12. INSURANCE REQUIREMENTS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall he at leapt ac hrroad as: 1) Insurance Services Office Commercial General Liability Form No. 00 CG 00 01 1 1 05 or cUU. 2) insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. b. Minimum Limits of Insurance. Contractor shall maintain limits no less than: 1) General Liability: Two Million ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. C. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Uther insurance Provisions. The generai iiabiRy and auiomobiie iiabiiity policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 08/06/2021 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state: should the policy be canceled before the expiration date the issuing insurer will endeavor to mail thirty (30) days' prior written notice to the City. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Contractor shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self-insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City 's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. g. By executing this Agreement, Contractor hereby certifies: I am aware of the provision of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workman's Compensation or undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract. 13. TIME OF THE ESSENCE Time is of the essence in this Agreement. 14. INDEPENDENT CONTRACTOR a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. 08/06/2021 b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not he liable for compensation or indemnifiration to Contractor for injury or sickness arising out of performing services hereunder. 15. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 16. CONTRACTOR'S INDEPENDENT INVESTIGATION No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Agreement, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by City for purposes of letting this Agreement out to proposal will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all requirements of this Agreement. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub -contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Contractor or Contractor's sub -contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. BOOKS AND RECORDS Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Agreement, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 19. UTILITY LOCATION City acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215. O8/06/2021 20. REGIONAL NOTIFICATION CENTERS Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4215. 21. DISCRIMINATION Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 22. WRITTEN NOTICE Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Contractor: Lawnscape Systems, Inc. Attn: Carl Clifton 5215 State Street Montclair, CA 91763 23. ASSIGNMENT The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor. 24. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 25. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of 08/06/2021 Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by t-ie COUI S juuynierit, sndu ue entitled to reasonable attorney fees and litigation expenses for the relief granted. 26. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 27- o oTun�eTLO TTOCYCd'l ITC TWIG wAd=RGEMGAl4 The person or persons executing this Agreement on uehaif of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. 08/06/2021 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA LAWNSCAPE SYSTEMS, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Matt Rahn, Mayor Carl Clifton, President ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney eyBy: Richard Wills, Vice President CONTRACTOR Lawnscape Systems, Inc. Attn: Carl Clifton 5215 State Street, Montclair, CA 91763 _ Ph.: 909-208-2200 Email: carl@lawnscape.com City Purchasing Mgr. Initials and Date: .f::� t O8/06/2021 EXHIBIT "A" SCOPE OF WORK rnntrnr_.tnr recnanizes and agrees that this Agreement is for the purpose of establishinq a contractual relationship between the City of Temecula and the Contractor, for weed abatement services, and a variety of general maintenance services to include, but not limited to, mowing, sweeping, spraying, product/materiais, pest control, litter removal, and other/additional work as requested by city staff/representative as necessary to meet City needs, at the various locations upon real and personal property of the City. Work will also include maintenance services, and emergency call -out services, as requested. The procedure for assigning work is set forth as follows: 1. 1 he City Manager or his designee shall submit to Contractor a written "Request for Work". The Request for Work shall include a description of the work to be completed, the time for completion of the work, and the plans and specifications, if any, work. 2. Within five (5) business days of the date of the Request for Work, Contractor shall respond in writing to the Request for Work and advise the City Manager whether it can perform the work and specify the cost of material which will be required and the estimated cost of labor and equipment necessary to complete the work in accordance with the labor and equipment rates set forth in Exhibit "B" to this Agreement. 3. In the event emergency work is required, the City Manager may transmit the Request for Work orally to the Contractor. As soon as practical following the emergency, the Contractor and Director shall in good faith confirm in writing the scope of the emergency work undertaken. 4. Upon acceptance of the Contractor's response by the City Manager, the Contractor shall proceed with the work. The performance of the work shall be pursuant to the terms of this Aareement. A. Weed Abatement Maintenance Specification Disking - Weed abatement by disking shall be accomplished by cultivating with a double -throw disc at sufficient depth turning and loosening the soil, placing all weeds under the soil surface. Disking is the plowing of weeds using reasonable care so as to not disturb under/over ground utilities, destruction to fencing, buildings, equipment, supplies or adjoining land, including fire due to reckless/negligent of land. The requirement for the finished product shall be clearance between the property that has the debris and other adjoining parcels of land. • Cross Disking - Where the nature of soil is such that it is not receptive to the cutting edge of the disk the area shall be cross -disked to reduce the magnitude of any exposed combustibles. • Dust Control - It shall be the Contractor's sole responsibility to comply with Federal, State and Local laws, Regulations and Ordinances including but not limited to South Coast Air Quality Management Division (SCAQMD) Rule 403. 10 08/06/2021 B. Weed Control - Spraying • The Contractor shall perform spraying on City properties to prevent weed growth. Spraying shall consist of (1) use of a pre -emergent herbicide to prevent weed growth during the growing season following application, and (2) use of a systematic herbicide to kill regrowth and/or summer weeds. Soil storylands may not be used unless directed by the City. • It shall be the Contractor's responsibility to apply herbicides as necessary to keep all properties appropriately free of weeds throughout the year. Weeds shall not exceed a maximum two (2) inches in height. It is the Contractor's responsibility to control summer weeds such as, but not limited to Russian thistle, puncture vine, morning glory, anise, kikuyu grass, and Bermuda grass. It is also the Contractor's responsibility to control perennial and/or woody plants such as but not limited to: blackberry and coyote brush. • It shall be the Contractor's responsibility to determine the most appropriate times of the year to apply herbicides, fungicides, and pre -emergent. • It is the Contractor's responsibility to independently monitor all contract areas and perform touch-up spraying. Monitoring shall as a minimum include a weekly physical inspection of spray areas. Touch-up spraying shall be required at any time that weed growth occurs. The Contractor shall mow if weed growth on sprayed lots exceeds 4" in height. • The Contractor shall use the necessary equipment in order to accomplish the work in a satisfactory manner. The Contractor shall arrange operations so that the herbicides will not be distributed beyond the limit of property sprayed. The Contractor shall apply the herbicides using nozzles and pressure necessary for a proper application. • The Contractor shall supply water for the chemical mix. • The materials used by the Contractor must be of such composition and of sufficient strength to kill weeds, but may not sterilize the soil for a period in excess of one year following application. • The chemicals used shall not be toxic or harmful in any manner to animals or human beings when used in prescribed manner. • The materials used shall not harm desirable vegetation such as trees of turf. • The material used shall not be flammable or leave an oily residue that will discolor or leave a slippery film on sidewalks and curbs. • The City may at any time during the spraying operation take samples to check materials being used. Upon request, the Contractor shall provide the City with information regarding chemicals applied to specified location the Contractor shall upon request provide the City with specimen labels of chemicals applied. In the event the treatment is not effective, the Contractor will be required to remove all growth from the area within the limits of the spray application. ■ The Contractor shall possess a California State QAL (Qualified Applicator License) and a QAC (Qualified Applicator Certificate). 11 08/06/2021 C. Mowing Mowing shall be performed as directed by the City, on City and private property. Weeds will be mowed with a flair mower to a maximum height of 2". It is the intention of this specification to provide for mulching as would be furnished by a Flail Mower so that no grass or stubble shall exceed 2" in height. Weeds shall be removed from against fences, trees, and other obstructions. If the City determines that mowing practices er [lie condition of the weeds does not provide adequate mulching, the Contractor is to remove the mulching weeds. The Contractor shall sweep sidewalks and roadways of plant material after cutting to maintain a clean, neat condition. D. Material • The Contractor shall supply all new and replacement material for all new construction or replacement necessary as per City Standard Construction Drawings. ® All replacements, whether due to disease, pest infestation or Contractor negligence shall be Contractor responsibility and considered part of the bid item without separate payment made therefore. • Fertilizers shall conform to the California Food and Agriculture Code. • Commercial fertilizers shall be complete fertilizers furnishing the required percentages of nitrogen, phosphoric acid, potash, and other necessary micronutrients as needed to keep turf, and shrubs in a healthy and vigorous growing condition. Any tree stakes, tree ties, and/or guy wires needing replacement shall be replaced with new materials as per the City Standard Specifications, at the expense of the Contractor. • All product/material used must be EPA approved and classified for Public Safety and labeled for Right of Ways. E. Pest Management • All landscape areas shall be maintained free of disease and harmful insects without compensation beyond the base bid. The City of Temecula seeks to control pests without harming non -target organisms, or negatively affecting air and water quality and public health. The Contractor shall give reference to reasonably available non -pesticide alternatives when conducting pest management activities on City property and public right- of-ways. Chemical controls should only be applied when monitoring indicates that preventative and non -chemical methods are not keeping pests below acceptable levels. 08/06/2021 • When pesticides are required, the least toxic and the least pesticide that will provide adequate pest control is applied. • Pesticides should not be applied on a prescheduled basis. • The Contractor may employ Integrated Pest Management (IMP) practices when controlling pests. IMP uses cultural, mechanical, physical, and biological control methods before using pesticides. F. Litter and Leaves • Litter, trash, leaves, clippings, and other debris shall be removed from the work sites two (2) times per week, or unless otherwise specified, more often to maintain a neat and clean appearance. • Green Waste must be properly recycled at an authorized transfer station or composting facility. Litter that is recyclable must be recycled. ■ All excess material shall become the property of the Contractor to be legally disposed of as Contractor sees fit. The City of Temecula will not reimburse the Contractor for any fees incurred. G. Sweeping Parking Lot ■ Parking lots are to be swept with an approved mechanical sweeper or manually to a level comparable to that provided by a mechanical sweeper. • Lots are to be kept free of debris, weeds and litter in order to maintain a neat and clean appearance. H. Public Safety • The Contractor shall conduct maintenance operations with the least possible obstruction to the public and to abutting property owners. • No material or equipment shall be stored on City property. Any materials or equipment brought to the site for use during any day shall be places where it will not interfere with the free and safe passage of traffic and pedestrians. Such materials and equipment shall be removed at the end of each day or when maintenance operations are suspended for any reason. 16 If a hazardous condition is observed and the City notifies the Contractor either directly or by telephone, the Contractor shall correct the condition immediately. If the Contractor fails to correct the hazardous condition immediately, the City reserves the rights to install or have installed the necessary lights, barricades, etc. The cost involved shall be deducted from any money due or to become due the Contractor. • Full compliance with this section shall be considered as included in the contract price paid and no separate payment will be made therefore. 13 08/06/2021 to Traffic Control The Contractor shall adhere to all Cal -OSHA and Department of Transportation standards and requirements and take all necessary safety precautions to insure that maintenance work does not endanger the health and safety of the public or cause hazards to the safety of landscape maintenance employees. • Construction signs, lights, oarricades, etc. shall confornn to the latest revision of the Manual of Uniform Traffic Control Devices, California Department of Transportation, (Caltrans MOTCD). = Traffic lanes shall be kept open at all times except when maintenance work may require temporary closing of the lane immediately adjacent to the work area. At no time shall there be less than one traffic lane open in each direction. The Contractor shall minimize closing of traffic lanes by parking maintenance vehicles for loading and unloading of materials and landscape maintenance equipment in the left hand turn lane(s) at the beginning of the median taper. Appropriate safety devices such as traffic cones, warning signs, early warning safety directional boards and/or barricades shall still be used as required. ■ Whenever the Contractor's operations create a condition hazardous to the traffic or to the public, the Contractor shall, without cost to the City, furnish, erect and maintain such barricades, lights, signs and other devices and take such other precautions as are necessary to prevent damage or accidents or injury to the public and the Contractor's employees. ■ The Contractor shall also furnish such flagmen as are necessary to give adequate warning to traffic or to the public of and dangerous condition to the public. All flagging costs shall be born solely by the Contractor. • It is the Contractor's responsibility to provide for the safety of traffic and the public. This includes responsibility to inspect, and identify conditions that render any portions of the jobsite unsafe. T L, .. n:a.. .. L...II Le .,..�ifi.,.� i r,.�i�4nly r.f �nL I in nnf rnn!'ii4innc +h�i ronl liroc 1 Ile IJIL�I JIIQII LJG 1IV LIIlGV 11il1ilL.r LAlu Lv ly vl -1r -1-le vv... ay.... .. .... vMn.. ...+ major correction. ■ The Contractor shall be responsible for making minor corrections, including, but not limited to: filling holes in turf areas and paving, using barricades of traffic cones to alert the public to the existence of hazards, and replacing valve box covers. • Pedestrian travel shall be maintained at all times both sides of all streets where work as part of this contract is being performed. All temporary pedestrian walkways shall be at least four (4) feet wide and fully accessible to handicapped pedestrians. • In all cases, pedestrian walkways shall be separated from vehicular traffic by a clear area of at least six (6) feet. • Night work/spraying along major arterials may be performed at night no additional cost to the City. 14 08/06/2021 J. Fuel Conservation and Low Emission Equipment • The Contractor shall implement strategies in work operations to reduce fossil fuel consumption and emissions such as: use hand powered equipment when possible; minimize use of gas -powered blowers; select the smallest, most fuel - efficient equipment to accomplish the work; consider vehicles that operate on natural gas or biodiesel; maintain equipment properly and keep it well -tuned; and emphasize employee carpooling to jobsites. K. Use Local Products and Supplies • The Contractor shall use local products and supplies to the extent possible to minimize fuel consumption and emissions. L. Equipment Refueling and Repair • The Contractor shall refuel and repair equipment in a safe manner to protect against accidental spills. • Limit refueling to specific and limited areas on a site. • Measures shall be taken to prevent, control, and clean-up spills. • Clean-up shall be immediate, automatic and routine, and performed by a trained staff member or a licensed cleaning company. Contact the local emergency response team agencies to report all minor or major spills. • Contractor shall be aware of and abide by Spare -the Air Day fueling advisories. M. Other Requirements • Licensed personnel for any applications for tree spraying along public right -of ways. • Vegetation and trash maintenance with City channels, (V-ditches maintain by City). • Some applications must be performed at night during grave yard hours at no extra charge. • Licensed personnel for field rodent control with public tight -of ways. • Maintenance of City's vacant lots. ■ Provide 24-hours emergency service, within two (2) hours response time. N. Other extra and/or additional work as requested by city staff/representative necessary to meet City needs. 15 08/06/2021 EXHIBIT "B" PAYMENT RATES AND SCHEDULE Services shall be as per Contractors submitted proposal as outlined in Exhibit A, but in no event shall the total cost of services exceed $1,250,000 for the total term of the Agreement, unless additional payment is approved as provided by the Payment section of this Agreement. M_. ..v _�a 1-)-. 4... .1 i h n i+f nh f;o 1 v^nr in nnn r 4-- � 41, +ho Payl I e t Rates may Ilay uG adjusted at the begin beginning O Ko %A 1 11 ��QIi ya..u1 a u� air uui w� vnu i u I. changes in the Consumer Price Index (CPI) for all Urban Consumers for the Riverside -San Bernardino -Ontario Core Based Statistical Area using the most recently published month annual percentage change. Labor Breakdown - Fully Burdened Common Labor $75.00 Per hour Spray Technician Labor Equiprnerll Operator $95.00 Per Hour $116,00 Per Hour Water Truck operator $116.00 Per Hour Supervisor $125.00 Per Hour Emergency/Off Hour Response $115.00 Per Hour Equipment breakdown - Fully Burdened Tractor with Implements $960.00 Per Day Spray Equipment $500A0 Per Day Disc $960.00 Per Day Mower $960.00 Per Day Other; Water Truck - 2,000 Galion $600A0 Per Day Other Additional Work - Fully Burdened Right of Way Spraying -13' foot wide) Post Emergent Only $110.00 Per Mile Right of Way Spraying - (3' foot wide) Pre -Emergent Only $78.00 Per Mile Right of Way Spraying - (3' foot wide) Both Post & Pre -Emergent $137.00 Per Mile :Spraying of Herbicides - Post Emergent Only $408.00 Per Acre Spraying of Herbicides - Pre -Emergent Only $346.00 Per Acre .Spraying of Herbicides -Both Post & Pre -Emergent $470.00 Per Acre Rough Mowing $325.00 Per Acre i- and WC Ir;nn nn Oar Arra Herbicide - Post Emergent only $408.00 Per Acre Herbicide - Pre -Emergent only $318.()c Per Acre Herbicide - Both Post & Pre -emergent $470.00 Per Acre Time & Materials hate for Spraying Herbicides - Post Emergent Only $3,200.00 Per Day Time & Materials Rate for Spraying Herbicides - Pre -Emergent Only $2,800.00 Per Day 'Time & Materials state for spraying Herbicides - Both Post & Pre -Emergent $3,700,00 Per, clay Time & Materials Rate for Ground Squirrel Control $195.00 Per Hour Dated: Signature of Authorized Representative Print Name and Title " Fully Burdened includes costs for Prevailing Wages, Equipment, Materials, Fuel, Insurance, Taxes, G&A, Profit, Etc. 16 08/06/2021 Item No. 6 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: November 29, 2022 SUBJECT: Award Construction Contract to Makelele Systems Landscape & Maintenance Inc. for the Recycled Water Accelerated Retrofit Program, Project No. PW21-04 PREPARED BY: Amer Attar, Engineering Manager Stacy Fox, Parks and Landscape Maintenance Superintendent RECOMMENDATION: That the City Council: 1. Award a construction contract to Makelele Systems Landscape & Maintenance Inc., in the amount of $89,120 for the Recycled Water Accelerated Retrofit Program, Project No. PW21-04; and 2. Authorize the City Manager to approve construction change orders up to $8,912, which is equal to 10% of the Contract amount; and 3. Make a finding that the Recycled Water Accelerated Retrofit Program, Project No. PW21-04 is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. BACKGROUND: On June 26, 2021, the City signed a Notice of Intent (NOI) to participate in Rancho California Water Districts (RCWD) Recycled Water Accelerated Retrofit Program. The execution of this NOI allows the City to proceed in preparing the on -site irrigation design for each potable water meter site, and to complete the retrofit of each properties existing potable water irrigation systems to more efficient systems approved for distributing recycled water. The three approved sites are: 1. Kent Hintergardt Park - 31465 Via Cordoba water service meter # 08766868 2. Kent Hintergardt Park - 31465 Via Cordoba water service meter # 11436585 3. Service Level C Zone 13 - Presley/Bridlevail water service meter # 09133915 The Recycled Water Accelerated Retrofit Program will convert the three sites within the City of Temecula from existing potable -water irrigation systems to an approved system for distributing recycled water to the landscaped areas. The project tasks include, project management, labor compliance, progress reports, design and engineering, CEQA Compliance, permitting, contract and construction administration, performance testing, project monitoring, and deliverables. The project will reduce potable water demand through increased recycle water use and improve energy efficiencies. On August 23, 2022, the City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids for the project. On September 23, 2022, the construction phase of work was publicly advertised for bids and on October 13, 2022, three bids were electronically opened and publicly posted on the City's online bidding services, PlanetBids. The results were as follows: Contractor Bid Amount I Makelele Systems Landscape & Maintenance, Inc $89,120 2 Marina Landscape, Inc. $120,000 3 Kormex Constructions, Inc $163,250 Staff has completed its analysis of the submitted bids and deemed Makelele Systems Landscape & Maintenance, Inc. to be the lowest responsive bidder. Makelele Systems Landscape & Maintenance, Inc. has successfully completed similar projects for various public agencies. The total Engineer's Estimate for the two proposed project sites is $ 105,864. The Engineer's Estimate for each site is as follows: (1) Kent Hintergardt Memorial Park - $70,884.00. (2) Presley / Bridlevail - $34,980.00. The specifications allow for sixty (60) working days for construction, which is approximately 3 months. The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) MSHCP Mitigation Fee Implementation Manual adopted by Resolution 2020-013 on December 7, 2020. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP. Since July 1, 2008, the RCA has required that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90-days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical right-of-way improvements projects are 5% of construction costs. Maintenance only projects, such as this project, are exempt from MSHCP fees. FISCAL IMPACT: The Recycled Water Accelerated Retrofit Program is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2023-27 and is funded with Measure "S" and Reimbursements from RCWD. Adequate funds are available in the project accounts to cover the contract amount of $89,120, plus the 10% contingency amount of $8,912, for a total encumbrance of $98,032. ATTACHMENTS: 1. Contract 2. Project Description 3. Project Location Map CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACT for RECYCLED WATER ACCELERATED RETROFIT PROGRAM PROJECT NO. PW21-04 THIS CONTRACT, made and entered into the 2P day of November, 2022 by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and, Makelele Systems Landscape & Maintenance, Inc., hereinafter referred to as "Contractor." WITNESSETH: That City and Contractor, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACT DOCUMENTS The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Specifications entitled RECYCLED WATER ACCELERATED RETROFIT PROGRAM, PROJECT NO. PW21-04, Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Standard Plans and Specifications, (latest edition), issued by the California Department of Transportation, where specifically referenced in the Plans, Special Provisions, and Technical Specifications, and the latest version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for RECYCLED WATER ACCELERATED RETROFIT PROGRAM, PROJECT NO. PW21-04. Copies of these Standard Specifications are available from the publisher: BNi Building News Division of BNi Publications, Inc. 990 Park Center Drive, Suite E Vista, CA 92081 (760) 734-1113 The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the General Specifications, Special Provisions, and Technical Specifications for RECYCLED WATER ACCELERATED RETROFIT PROGRAM, PROJECT NO. PW21-04. In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over, and be used in lieu of, such conflicting portions. Where the Contract Documents describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract. 2. SCOPE OF WORK Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following: RECYCLED WATER ACCELERATED RETROFIT PROGRAM, PROJECT NO. PW21-04. All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by City. 3. CITY APPROVAL All labor, materials, tools, equipment, and services shall be furnished, and work performed and completed under the direction and supervision, and subject to the approval of City or its authorized representatives. 4. CONTRACT AMOUNT AND SCHEDULE The City agrees to pay, and Contractor agrees to accept, in full payment for, the work agreed to be done, the sum of: EIGHTY-NINE THOUSAND, ONE HUNDRED TWENTY DOLLARS AND ZERO CENTS ($89,120.00), the total amount of the base bid. Contractor agrees to complete the work in a period not to exceed 60 working days, commencing with delivery of a Notice to Proceed by City. Construction shall not commence until bonds and insurance are approved by City. 5. CHANGE ORDERS All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed the contingency as established by the City Council. 6. PAYMENTS a. Lump Sum Bid Schedule: Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule: Pursuant to Section 20104.50 of the Public Contract Code, within 30 days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 95% of the value of the work* completed according to the bid schedule. Payment request forms shall be submitted on or about the 30th day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made 60 days after acceptance of final payment and the Contractor filing a one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City. C. Payment for Work Performed: Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. d. Payment of Interest: Interest shall be paid on all undisputed payment requests not paid within 30 days pursuant to Public Contract Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference. 7. LIQUIDATED DAMAGES / EXTENSION OF TIME a. Liquidated Damages: In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of $1,000 per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor. b. Extension of Time: Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City. Within ten calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within 30 calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City. 8. WAIVER OF CLAIMS On or before making each request for payment under Paragraph 6 above, Contractor shall submit to City, in writing, all claims for compensation as to work related to the payment. Unless the Contractor has disputed the amount of the payment, the acceptance by Contractor of each payment shall constitute a release of all claims against the City related to the payment. Contractor shall be required to execute an affidavit, release, and indemnity agreement with each claim for payment. 9. PREVAILING WAGES Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at http://www.dir.ca.gov. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. This project, work, or service will be subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771.4. 10. TIME OF THE ESSENCE Time is of the essence in this contract. 11. INDEMNIFICATION All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend the City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included), and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. The Contractor shall indemnify and be responsible for reimbursing the City for any and all costs incurred by the City as a result of Stop Notices filed against the project. The City shall deduct such costs from progress payments or final payments due to the Contractor. 12. GRATUITIES Contractor warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to City's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 13. CONFLICT OF INTEREST Contractor warrants that none of its partners, members or shareholders are related by blood or marriage to any employee of the City who has participated in the development of the specifications or approval of this project or who will administer this project nor are they in any way financially associated with any City officer or employee, or any architect, engineer, or other preparers of the Drawings and Specifications for this project. Contractor further warrants that no person in its employ nor any person with an ownership interest in the Contractor has been employed by the City within one year of the date of the Notice Inviting Bids. 14. CONTRACTOR'S AFFIDAVIT After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 15. NOTICE TO CITY OF LABOR DISPUTES Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. 16. BOOKS AND RECORDS Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 17. INSPECTION The work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plants of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. 18. DISCRIMINATION Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 19. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and also govern the interpretation of this Contract. 20. PROHIBITED INTEREST No member, officer, or employee of the City of Temecula or of a local public body who has participated in the development of the specifications or approval of this project or will administer this project shall have any interest, direct or indirect, in the Contract or the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the Contractor covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. 21. ADA REQUIREMENTS By signing this Contract, Contractor certifies that the Contractor is in total compliance with the Americans with Disabilities Act of 1990, Public Law 101-336, as amended. 22. WRITTEN NOTICE Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of the Contractor as set forth in the Contract Documents, and to the City addressed as follows: Mailing and Delivery Address: Patrick A. Thomas, PE Director of Public Works / City Engineer City of Temecula 41000 Main Street Temecula, CA 92590 23. INSURANCE. The Contractor shall procure and maintain, for the duration of the Contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representatives, employees or subcontractors. Minimum Scope of Insurance: Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability Form No. CG 00 01 11 85 or 88. 2. Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3. Worker's' Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Contract, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. Minimum Limits of Insurance: The Contractor shall maintain limits no less than: 1. General Liability: Two Million Dollars $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: One Million Dollars $1,000,000 per accident for bodily injury and property damage. 3. Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars $1,000,000 per accident for bodily injury or disease. Deductibles and Self -Insured Retentions: Any deductibles or self-insurance retentions shall not exceed Twenty -Five Thousand Dollars $25,000. Other Insurance Provisions: The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, and volunteers are to be covered as insureds as respects to liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers. 4. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this Contract shall be endorsed to state in substantial conformance to the following: If the policy will be cancelled before the expiration date the insurer will notify in writing to the City of such cancellation not less than 30 days prior to the cancellation effective date. 6. If insurance coverage is cancelled or reduced in coverage or in limits, the Contractor shall within two business days of notice from the insurer, phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-, VII or better, unless otherwise acceptable to the City. Self- insurance shall not be considered to comply with these insurance requirements. Verification of Coverage: Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 24. RECOVERED MATERIALS AND SOLID WASTE DISPOSAL ACT Contractor agrees to comply with all requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 25. TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Contractor shall not procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115- 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities. Covered equipment also includes video surveillance and telecommunications equipment or services provided by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, any subsidiary or affiliate of such entities, and any entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 26. COMPLIANCE WITH LAWS The Contractor shall comply with all applicable federal, State and local laws, ordinances, codes and regulations in force at the time the Contractor performs pursuant to the Contract Documents and shall comply with all grant or funding terms and conditions applicable to the Contract and/or the work. 27. CLAIM DISPUTE RESOLUTION In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must present a claim in accordance with the Government Claims Act as a prerequisite to prosecuting any claim against the City. The filing or prosecution of a claim in compliance with Section 9204 and/or Article 1.5 (if applicable) does not in any way obviate the need to timely present a claim under the Government Claims Act, or in any toll the expiration of any limitations period for the timely presentation of a claim under the Government Claims Act. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above writte . DATED: Z. CONTRACTOR: Makelele Systems Landscape & Maintenance, Inc. 420 N. Twin Oaks Valley Road #2044 Makelele Systems Box San Marcos, CA 92079 (760) 208-8749 makelele@makelele ys ems.c m By: -A AKWO&- - b ke. t &je tnh. s Pry i or type NAME d �G Print or type TITLE* By: _ Aj 'Vp Print dr type F ,-,� Print or type TITLE* (*Signatures of two corporate officers reguired for Corporation DATED: ATTEST: Rand! Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CITY OF TEMECULA By: Matt Rahn, Mayor 9EA�. �F Th 'EUAEKq'•.•k� California Secretary of State C4 _ 49 o Business Programs Division ,,- 1500 11th Street, Sacramento, CA 95814 0 4k, F0 RN� MAKELELE SYSTEMS LANDSCAPE & MAINTENANCE, INC. 420 N TWIN OAKS VALLEY RD #2044 MAKELELE SYSTEMS BOX SAN MARCOS, CA 92079 Business Amendment Filing Approved July 6, 2022 Entity Name: MAKELELE SYSTEMS LANDSCAPE & MAINTENANCE, INC. Entity Type: Stock Corporation - CA - General Entity No.: 3675404 Document Type: Statement of Information Document No.: BA20220478878 File Date: 07/06/2022 The above referenced document has been approved and filed with the California Secretary of State. To access free copies of filed documents, go to bizfileOnline.sos.ca.gov and enter the entity name or entity number in the Search module. What's Next? The most up to date records may be obtained by searching for the Entity Name or Entity Number in the Search module at bizfileOnline.sos.ca.aov. For further assistance, contact us at (916) 657-5448 or visit bizfileOnline.sos.ca.gov. Thank you for using bizfile California, the California Secretary of State's business portal for online filings, searches, business records, and additional resources. SEp:FTs. STATE OF CALIFORNIA Office of the Secretary of State w m` STATEMENT OF INFORMATION o; CORPORATION ' California Secretary of State Cq�F------ " 1500 11th Street Sacramento, California 95814 (916) 653-3516 1111111111111111111111 For Office Use Only -FILED- File No.: BA20220478878 Date Filed: 7/6/2022 Entity Details Corporation Name MAKELELE SYSTEMS LANDSCAPE & MAINTENANCE, I NC. Entity No. 3675404 Formed In CALIFORNIA Street Address of Principal Office of Corporation Principal Address 2540 3/4 FOOTHILL DRIVE VISTA, CA 92084 Mailing Address of Corporation Mailing Address 420 N TWIN OAKS VALLEY RD #2044 MAKELELE SYSTEMS BOX SAN MARCOS, CA 92079 Attention MAKELELE SYSTEMS / JOSE CARDENAS Street Address of California Office of Corporation Street Address of California Office 2540 3/4 FOOTHILL DRIVE VISTA, CA 92084 Officers Officer Name Officer Address Position(s) JOSE G CARDENAS 420 N TWIN OAKS VALLEY RD #2044 Chief Executive Officer, Secretary, Chief Financial Officer MAKELELE SYSTEMS BOX SAN MARCOS, CA 92079 Additional Officers Officer Name Officer Address Position Stated Position None Entered Directors Director Name Director Address JOSE G CARDENAS 420 N TWIN OAKS VALLEY RD #2044 MAKELELE SYSTEMS BOX SAN MARCOS, CA 92079 The number of vacancies on Board of Directors is: 0 Agent for Service of Process Agent Name JOSE G CARDENAS Agent Address 420 N TWIN OAKS VALLEY RD #2044 MAKELELE SYSTEMS BOX SAN MARCOS, CA 92079 Type of Business Type of Business LANDSCAPE, MAINTENANCE & CONSTRUCTION Email Notifications Opt -in Email Notifications Yes, I opt -in to receive entity notifications via email. w CD co cn I N 0 0 0 rn N O N N N cn 7J 0 (D N- C t5' w N- h 0 n N- w m O n fD rt n 0 h rr Sv fD Labor Judgment Page 1 of 2 No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. Electronic Signature ® By signing, I affirm that the information herein is true and correct and that I am authorized by California law to sign. Jose Cardenas Signature 0710612022 Date N Cn O O ri O rt ri O rt M rt rt O Page 2 of 2 Secretary of State Business Programs Division 1500 11 th Street, Sacramento, CA 95814 Jose Cardenas MAKELELE SYSTEMS PO BOX 2044 SAN MARCOS, CA 92079 Receipt Detail Receipt Date: 07/06/2022 Receipt No.: 2114363 Description Document/Payment No. Amount Corporation - Statement of Information BA20220478878-$25.00 Payment - Web Credit Card 41 **********3566 / Auth. No. 01192G $25.00 Total Amount Charged:-$25.00 Total Payment Received: $25.00 Page 1 of 1 ANk Tf,F � •=:arc nr Southern Cali}ornia WineCountry City of Temecula Fiscal Years 2023-27 Capital Improvement Program RCWD RECYCLED WATER ACCELERATED RETROFIT PROGRAM Infrastructure Project Project Description: This project includes the administration, design and construction of two (2) sites within the City for the conversion of water facilities from potable to recycled water. This effort is in cooperation with Rancho California Water District (RCWD) to administer the implementation of improvements. Benefit: This project will reduce use of potable water, increase overall water savings and enhance energy efficiencies and potentially reduce greenhouse gas emissions. Core Value: A Sustainable City Project Status: Project is estimated to be complete by Fiscal Year2022-23. Department: Public Works - Account No. 210.290.999.206 Level: I I[Ton n ardfe to O nmwve Wa#er.— RE LED WATER au use aOT - NO TOLE DRINK ELU *�tll wr,�sem1 t�o;rrtaCrei� = � Aiw4 Itl,1R 2022-23 Prior Years 2021-22 Adopted 2023-24 2024-25 2025-26 2026-27 Total Project Project Cost: Actuals Adjusted Budget Projected Projected Projected Projected Cost Administration 11,000 11,000 Construction 1S0,000 40,000 190,000 Design & Environmental 24,000 24,000 Total Expenditures 185,000 40,000 225,000 Source of Funds: Measure S Reimbursements 15,000 40,000 170,000 55,000 170,000 Total Funding - 185,000 40,000 - 225,000 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. Reimbursement revenue is anticipated from the Rancho California Water District (RCWD). 153 711E CITY OF Z'EEC1 Lit � s I. A. j . J � .V �. OGN051 Z �r 1: 2,257 �' 2 0 188.08 376.2 Feet This map is a user generated static output from an Internet mapping si is for reference only. Data layers that appear on this map may or may _1984_Web_Mercator_Auxiliary_Sphere accurate, current, or otherwise re itude Geographics Group Ltd. THIS MAP IS NOT TO BE USED FOR NAVIGA J. Legend . Creeks Cities Streets <Null> PAVED -- PROPOSED UNPAVED Notes 711ECITYOF Z'EEC1 i-� f 1: 2,257 3.2 0 188.08 376.2 Feet This map is a user generated static output from an Internet mapping site is for reference only. Data layers that appear on this map may or may nc S_1984_Web_Mercator_Auxiliary_Sphere accurate, current, or otherwise relia atitude Geographics Group Ltd. THIS MAP IS NOT TO BE USED FOR NAVIGATI Legend Creeks Cities Streets <Null> PAVED -- PROPOSED UNPAVED Notes Item No. 7 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Deputy City Manager DATE: November 29, 2022 SUBJECT: Approve License Agreement for Use of Real Property Right of Entry and Access Agreement for City Owned Land Located at Assessor's Parcel No. 910-262-061 Between Greystar, LP and City of Temecula PREPARED BY: Haide Urias, Housing and Real Estate Analyst RECOMMENDATION: That the City Council approve and execute the license agreement for use of real property right of entry and access agreement for the land located at Assessor's Parcel No. (APN) 910-262-061 between Greystar, LP and City of Temecula. BACKGROUND: Greystar, LP is the owner and contractor of the 260-unit apartment community located on the north and south sides of Buecking Drive at its intersection with Jefferson Avenue. The City of Temecula owns the currently vacant parcel located at APN 910-262-061 which is across from where the community will be constructed and closest to French Valley Parkway. Greystar would like to lease the currently vacant parcel from the City of Temecula to use as their contractor staging area. Greystar and their staff would secure the area with a temporary gate and will have access in and out of the area from 6:30 a.m. to 6:30 p.m. The term of the agreement is from the start of construction through October 31, 2024, with the option to terminate the agreement sooner if the construction is completed before the planned completion date. FISCAL IMPACT: Based on the land appraisal that was completed the price of the lease will be $6,300 per month until the agreement is terminated and will be deposited into the affordable housing fund. ATTACHMENTS: 1. License Agreement for Use of Real Property Right of Entry and Access Agreement 2. Land Appraisal Report of APN 910-262-061 LICENSE AGREEMENT FOR USE OF REAL PROPERTY RIGHT OF ENTRY AND ACCESS AGREEMENT THIS LICENSE AGREEMENT FOR USE OF REAL PROPERTY (herein called this "Agreement") is dated for reference purposes only as of December 1, 2022, and is entered into by the CITY OF TEMECULA, a municipal corporation ("Owner"), and GREYSTAR, LP, a Delaware limited partnership ("Contractor"). RECITALS A. Owner is the owner of the land described on Exhibit "A" and depicted on Exhibit `B" attached hereto and incorporated herein (the "Property") and located in the City of Temecula, California and identified under Riverside County Tax Assessor's Parcel No. 910-262- 061. B. Contractor intends to construct a 260-unit apartment community located on the north and south sides of Buecking Drive at its intersection with Jefferson Avenue (the "Project"). C. Contractor has requested that Contractor be given a license, on a temporary basis, to access the Property and use a portion thereof to stage certain equipment, material and supplies during the construction of the Project and Owner is willing to permit such use subject to the terms set forth below. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other consideration, the sufficiency of which is hereby acknowledged, Owner and Contractor agree as follows: 1. License. Owner hereby grants to Contractor a non-exclusive license to access the Property and use the site area designated on the Property for the staging and temporary placement of certain equipment, materials, supplies and other associated construction items and/or work related to the Project (referred to herein as the "Contractor Staging Area"). This license, however, does not allow or permit Contractor, or any of its employees, agents, representatives, invitees, licensees, contractors or subcontractors to engage in any of the following activities on, over or under the Property: (a) excavation of any portion of the Property; (b) use of the Property for the storage of any "Hazardous Materials" (as defined in [Section 9] below); (c) the placement of any tank or other container on the Property which has been or will be used for storage of any Hazardous Substances; (d) use or allow the deposit or disposal of any Hazardous Materials on the Property; or (e) loitering on the Property after the hours of operation. 2. Conditions of Use. Entrance into the Property is provided by a gate secured by a lock. Contractor shall not duplicate the keys for the gate accessing the Subject Property without prior written approval from the Owner. Contractor and any of its employees, agents, representatives, invitees, contractors or subcontractors are responsible for ensuring that Property is closed and secure when entering or exiting the Property. Contractor shall not allow any other party other than Contractor's employees, agents, representatives, invitees or subcontractors to access the Property. Contractor's access to the Property shall be limited to 6:30 a.m. to 6:30 p.m. daily, so as to minimize disruption to neighboring properties. Contractor shall keep the 11086-0001 \2699279v8. doe Contractor Staging Area and any property used by it, in a good, clean and safe condition, free of waste and debris, at all times. Contractor shall properly dispose of all waste in compliance with applicable laws. Contractor shall not impede Owner's use of the Property by virtue of Contractor's activities on the Property. 3. No Alterations; Repair or Damage. Contractor shall not in any way remove, damage, alter, or improve the Property, including with respect to any existing improvements on the Property, without Owner's prior written approval and in the Owner's sole and absolute discretion. Contractor, at Contractor's sole cost and expense, shall promptly restore or repair any damage to the Property, including the Contractor Staging Area, to the same condition that existed before the damage, reasonable wear and tear excepted (unless directly caused by activities of Owner, and not by Contractor or its employees, agents, representatives, invitees, licensees, contractors or subcontractors). 4. Term of License. Subject to the terms of this Agreement, the term of the license hereunder shall be from May 1, 2023 or an earlier date to be designated by the Contractor upon five (5) business days' prior written notice to the Owner (the "Commencement Date") through October 31, 2024, as may be extended by the Owner in writing (collectively, the "Term"); provided, however, that Contractor shall have the right to terminate this Agreement prior to October 31, 2024, upon five (5) business days' prior written notice to Owner, if the Contractor has received a Certificate of Occupancy for the Project from the City of Temecula and no other obligations remain outstanding under this Agreement. Upon the expiration or earlier termination of this Agreement, Contractor's right to occupy the Property, including the Contractor Staging Area, and exercise the privileges and rights granted under this Agreement shall cease, and Contractor shall surrender the entirety of the Property to Owner. Moreover, upon the expiration or termination of this Agreement, Contractor shall promptly remove all of its equipment, materials, supplies and all other property placed by or for the benefit of Contractor or the Project on the Contractor Staging Area and return the Contractor Staging Area to Owner in the same condition as received on the Commencement Date; if Contractor fails to do so within ten (10) days after written notice by Owner to Contractor that Contractor has failed to do so, then Owner may do so and Contractor shall reimburse Owner for all costs thereof within ten (10) days after written demand from Owner with evidence of the costs (and in that regard, Owner may dispose of or retain any property without liability or payment to Contractor). 5. Termination of License; Default. Contractor's failure to comply with any of the terms and conditions of this Agreement shall be cause for Owner to immediately terminate this Agreement. Upon the occurrence of such default by Contractor, the Owner may, at its option, grant to Contractor a ten (10) day period within which to cure such default. Should this option to cure be granted to Contractor by Owner, whether the default has been cured shall be left to the sole determination and discretion of Owner. In addition, the Contractor or Owner may terminate this Agreement for any reason or no reason upon providing the other parties with thirty (30) days' written notice of the same at the addresses set forth under the Parties' respective signatures below. Notwithstanding the foregoing, prior to the Commencement Date, Contractor may terminate this Agreement upon five (5) business days' prior written notice to Owner. 6. License Fee. Contractor shall pay Owner a fee of Six Thousand Three Hundred and No/100 ($6,300.00) per month, commencing on the Commencement Date and then prepaid in -2- 11086-0001 \2699279v8. doe advance on the first day of each subsequent calendar month for the duration of the Term to Owner at the address set forth under the Owner's signature below, for access to and use of the Property, including without limitation the Contractor Staging Area, during the Term. 7. License Not Transferable. The license granted herein is personal to Contractor only and is not transferable in any manner whatsoever without the prior written consent of the Owner. Transfer of this license or the rights granted herein shall be void and of no force unless such transfer complies with this Section. 8. Nature of Rights. The rights created hereunder are purely contractual in nature; Owner and Contractor do not by this instrument intend to create a lease, easement or other real property interest. This License is by and between the Owner and Contractor. It is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association as between the Owner and Contractor. Contractor understands and agrees to bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries arising from or connected with services performed on behalf of Contractor pursuant to this License. 9. Hazardous Materials. Contractor shall not cause or permit any Hazardous Materials to be generated, produced, brought upon, used, stored, treated or disposed of in or about the Property by Contractor Parties (as defined below). In the event of a breach of the covenant contained in the immediately preceding sentence, or in the event Hazardous Materials are otherwise caused to be located in, on, under or about the Property by the Contractor Parties, Contractor shall be solely responsible for and shall indemnify, defend and hold Owner harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, diminution in valuation of the Property, and sums paid in settlement of claims and for reasonable attorneys' fees, consultant fees and expert fees) which arise during or after the Term as a result of any contamination directly or indirectly arising from the activities which are the basis for such breach. This indemnification of Owner by Contractor includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work. Contractor shall promptly take all actions, at its sole cost and expense, as are necessary to return the Property to the condition existing prior to the introduction of any such Hazardous Materials, provided Owner's approval of such actions shall first be obtained and Contractor shall fully cooperate in connection with any such clean-up, restoration or other work, at Contractor's sole cost and expense. Furthermore, Contractor shall immediately notify Owner of any inquiry, test, investigation or enforcement proceeding by or against Contractor or the Property concerning the presence of any Hazardous Materials. Contractor acknowledges that Owner, at Owner's election, shall have the sole right, at Contractor's sole cost and expense, to negotiate, defend, approve and appeal any action taken or order issued by any governmental authority with regard to any Hazardous Materials contamination which Contractor is obligated hereunder to remediate. The covenants of Contractor under this Section shall survive the expiration of the Term or earlier termination of this Agreement. Hazardous materials are those substances listed in the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. Section 9601, et seq. ("CERCLA") and the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et. seq., or those which meet the toxicity, reactivity, corrosively or flammability criteria of the above regulations, as well as any other substance which poses a hazard to human health or to -3- 11086-0001 \2699279v8. doe the environment, including, without limitation, asbestos, pesticides, fuel or other petroleum or refined petroleum products (collectively, "Hazardous Materials"). 10.Indemnification. Contractor shall indemnify, defend and hold Owner, and its officers, officials, agents, licensees (other than Contractor), employees and volunteers (collectively, the "Indemnified Parties") harmless from and against any and all claims, liabilities, losses, damages, costs (including attorney's fees and costs), liens, judgments and expenses suffered, incurred or sustained by Indemnified Parties as a result of, by reason of, or in connection with the entry upon or use of the Property, including without limitation the Contractor Staging Area, or failure to remove any equipment or other property upon the expiration or earlier termination of this Agreement, or breach of this Agreement, or any releases of Hazardous Materials on or about the Property by Contractor and/or its officers, officials, agents, employees and volunteers (collectively, the "Contractor Parties"). This Section 10 shall survive the expiration or earlier termination of this Agreement. 11. Liens. Contractor shall not directly or indirectly create or permit to be created or to remain any mortgage, lien, encumbrance, charge or pledge of the Property. Contractor shall defend, indemnify and hold Owner harmless, pursuant to Section 9 (Indemnification) hereof from any liens that may attach to the Property arising from the use of the Subject Property. 12. Insurance. Contractor shall maintain: (i) commercial general liability for bodily injury and property damage, including premises and operation, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage; (ii) automobile insurance for all owned, hired and non -owned automobiles or other licensed vehicles with limits of liability not less than $1,000,000 per accident for bodily injury and property; and (iii) workers compensation insurance as required under the California Labor Code with limits of not less than $1,000,000 per occurrence at all times during the term of this Agreement. All policies of insurance shall be with an insurance company(ies) either (i) admitted to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide, or (ii) as authorized by Owner's Risk Manager. The commercial general liability insurance shall name the Owner and its officers, officials, employees and agents as additional insureds, and Contractor shall provide reasonable evidence of insurance to Owner prior to entering the Property. Any deductibles or self -insured retentions must be declared to and approved by the Owner's Risk Manager and all policies of insurance shall be primary and no contribution shall be required by Owner. All policies of insurance shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after 30 calendar day written notice by certified mail, return receipt requested, has been given to the Owner. The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provision of this Agreement. 13. AS IS; No Representations or Warranties. Contractor has inspected the Property, including the Contractor Staging Area, and accepts it in its current "as is" condition, without representation or warranty, express or implied, subject to all matters of record (it being understood that Contractor may obtain a title report at its expense from a title company of its choosing). Owner has made no representations or warranties, express or implied, regarding the !3 11086-0001 \2699279v8. doe Property. Furthermore, Contractor waives and releases and agrees to hold free and harmless, and to not sue the Owner, its elected officials, officers, contractors, employees or agents with respect to any and all liabilities, claims, judgments or actions for damages arising out of or in any way connected with Contractor's use of the Property, to the extent permitted by law. The Owner assumes no responsibility whatsoever for the safe condition, security or maintenance of the Property, nor for the protection of persons and property thereon, and during the term of this Agreement. This Section 13 shall survive the expiration or earlier termination of this Agreement. 14. Damage or Destruction to Property or Person. Owner is not responsible or liable for the following: (i) any loss or damage to the property of Contractor, including its equipment, materials, supplies and other items, or any property of others located in or on the Property, including the Contractor's Staging Area, whether caused by theft, vandalism or any other cause; (ii) any injury, including death, of any person caused by any occupants of the Property, including any third parties or the public; or (iii) any latent defect of the Property. In addition, the Owner has no obligation to reimburse Contractor for the loss of or damage to any property of the Contractors. Contractor may insure all equipment, materials, supplies or other personal property for its own protection if it so desires. 15. Notice. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective signatures of the parties, or to such other addresses as are specified by written notice given in accordance herewith. All notices, demands, or requests given by mailing shall be deemed given on the date of delivery, or attempted delivery shown on the return receipt; and those given by commercial courier shall be deemed given one (1) business day after the date of deposit with the commercial courier for overnight delivery. 16. Assi ng ment. This Agreement may not be assigned. 17. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. 18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 19. No Recording. This Agreement does not grant any interest in the Property. In no event shall this Agreement or any memorandum hereof be recorded. 20. Attorneys' Fees. In the event an action is filed by either party in connection with this Agreement, the prevailing party (as determined by the trier of fact) shall be entitled to receiving from the other party all of the prevailing party's attorney's fees and costs incurred in connection therewith. -5- 11086-0001 \2699279v8. doe 21. Rules and Regulations. Contractor shall at all times comply with all federal, state and local laws, ordinances, rules and regulations which are applicable to its operations and the use of the Property, including the Contractor Staging Area, including all laws, ordinances, rules and regulations adopted after the Commencement Date. Contractor shall display to Owner, upon request, any permits, licenses or other evidence of compliance with the law. 22. Possessory Interest Taxes. Notwithstanding any provision herein, Contractor acknowledges that this Agreement may create a possessory interest subject to taxation and that the Contractor may be subject to payment of any and all taxes levied on that possessory interest. 23. Right of Entry Reserved. This is a non-exclusive license. The Owner may, at any time, enter the Contractor Staging Area for any lawful purpose, so long as the action does not unreasonably interfere with the Contractor's use or occupancy of such property. Exercise of any of the foregoing rights by the Owner or others pursuant to Owner's rights shall not constitute an eviction of the Contractor nor be made the grounds for any abatement of rent or any claim for damages. 24. Severability. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms shall remain effective, provided that elimination of the invalid provision does not materially prejudice either party with regard to its respective rights and obligations; in the event of material prejudice, then the adversely affected party may terminate this Agreement. 25. Time is of the Essence. Time is of the essence of every provision hereof in which time is a factor. 25. Limitations. It is expressly understood that in licensing the right to use the Property, no estate or interest in real property is being conveyed to Contractor, and that the right to use is only a nonexclusive, revocable and unassignable permission to temporarily use the Property in accordance with the terms and conditions of this Agreement. This Agreement provides only a right of use of temporary duration and does not give the Contractor any added interest, title, estate or right of any kind or extent whatsoever, whether legal or equitable prescriptive or otherwise, in the Property, no matter how much money is expended on the Property nor how long this Agreement runs. Neither a partnership nor a joint venture is in any way intended by this Agreement. The Contractor agrees that it will not claim at any time any interest, estate or right in the Property by virtue of this Agreement or by virtue of the Contractor's occupancy, use or expenditures under this Agreement. 26. Authority to Enter Into Agreement. Each person signing below personally warrants and represents to the Owner that the Contractor has approved this Contractor, intends to be bound by its terms and that they are duly authorized to execute this Agreement on behalf of the Contractor. 27. Entire Agreement. This Agreement and any documents attached hereto or mentioned herein, contain all of the Agreements of the parties regarding the Property, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. -6- 11086-0001 \2699279v8. doe 28. Amendments. No provision of this Agreement may be amended except by the written agreement of both parties. [Signature Page to Follow] -7- 11086-0001 \2699279v8. doe IN WITNESS WHEREOF, Contractor and Owner have caused this Agreement to be executed on the day and year first written above. CONTRACTOR: GREYSTAR, LP, a Delaware limited partnership By: Print Name: Title: Address for notices: 380 Stevens Avenue, Suite 200 Solana Beach, CA 92075 OWNER: CITY OF TEMECULA, a municipal corporation ATTEST: Randi Johl, City Clerk Address for notices: 41000 Main Street Temecula, California 92590 Attn: Luke Watson, Deputy City Manager APPROVED AS TO FORM: In Peter M. Thorson, City Attorney 11086-0001 \2699279v8. doe EXHIBIT "A" DESCRIPTION OF PROPERTY A PORTION OF PARCELS I I AND 15 OF PARCEL MAP NO.23561-2, AS SHOWN BY MAP ON FILE IN BOOK 168 OF PARCEL MAPS, AT PAGES 71 THROUGH 73, INCLUSIVE, OFFICIAL RECORDS OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS: COMMENCING AT TIME MOST NORTHERLY CORNER OF SAID PARCEL 15; THENCE SOUTH 41" 58' 53" EAST 97.63 FEET ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 15 TO A POINT ON A LINE LYING 97.63 FEET SOUTHEASTERLY OF AND PARALLEL WITH THE NORTHWESTERLY LINE OF SAID PARCEL 15 SAID POINT ALSO BEING THE TRUF POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE SOUTH 49" OF 07" WEST 281.66 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF SAID PARCEL 15; THENCE CONTINUING ALONG SAID PARALLEL LINE SOUTH 48" 01' 07" WEST 222.59 FEET; THENCE LEAVING SAID PARALLEL LINE, SOUTH00" 39' 13" EAST 49.55 FEET TO A POINT ON A LINE LYING 18.00 FEET NORTHEASTERLY OF AND PARALLEL WITH THE SOUTHWESTERLY LINE OF SAID PARCEL 11; THENCE ALONG SAID PARALLEL LINE SOUTH 48° 39' 30" EAST 122.89 FEET TO THE SOUTHEASTERLY LINE OF SAID PARCEL 11; THENCE NORTH 410 20' 30" EAST 242.00 FEET ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL l l TO THE MOST EASTERLY CORNER OF SAID PARCEL 11 SAID POINT ALSO BEING ON THE SOUTHWESTERLY LINE OF SAID PARCEL 15; THENCE SOUTH 48" 39" 33" EAST 20.00 FEET ALONG SAID SOUTHWESTERLY LINE TO THE MOST SOUTHERLY CORNER OF SAID PARCEL 15; THENCE NORTH 53" 42' 26" EAST 233.35 FEET ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 15 TO THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 15 ALSO BEING THE BEGI! NING OF A NON -TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 6 1. 00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 480 Ol' 07" WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 15 AND SAID CURVE THROUGH A CENTRAL ANGLE OF 760 51' 25" AN ARC DISTANCE OF 81.83 FEET TO THE MOST EASTERLY CORNER OF SAIL] PARCEL 15; THENCE NORTH 41" 58' 53" WEST 113.97 FEET AL{)NG THE NORTHEASTERLY LINE OF SAID PARCEL 15 TO THE, TRUE POINT OF BEGINNING. 11086-0001 \2699279v8. doe / f 910-262-061 ley F \ _ }ol' - �ti\w PERDUE RUSSELL & MATTHIES REAL ESTATE APPRAISAL 41919 Moreno Road, Temecula, CA 92590 Serving The Inland Empire Appraisal Consultants to Government, Financial, Legal and Agricultural Industries November 4, 2022 Ms. Haide Urias, Housing & Real Estate Analyst City of Temecula 41000 Main Street Temecula, CA 92590 Subject: Appraisal Report Appraisal of a single, vacant parcel for license negotiations located at the end of McCabe Court, with Jefferson Avenue visibility, in the City of Temecula, Riverside County, CA. 92590. Assessor's Parcel Number (APN) 910-262-061 Dear Ms. Urias: At your request and authorization, we have performed an Appraisal of the subject property and submit herewith our value opinions in the following Appraisal Report. This report presents our opinion of the market value of the fee simple estate interest and the rental rate for the subject property in order to negotiate a license, reportedly for 24 months or less. The date of value is as of the date of our last inspection, October 14, 2022. The subject property is further identified as follows: IDENTIFICATION OF THE SUBJECT PROPERTY Land Size General Plan/ Location/APN Ownership (Acres) Zoning Comments SP14 Uptown One vacant parcel accessed McCabe Court, west of Madison City of 1.83 Sports/Transit from McCabe Court with Avenue, Temecula, CA 92590 Temecula District Jefferson Avenue exposure APN 910-262-061 but no access. The purpose of the appraisal is based on the client's instructions to estimate the current land lease/license rent for the subject property. The function or intended use of the appraisal is to serve as the basis for negotiating the rent for the subject property as a construction storage yard for a term not to exceed 24 months. Telephone: (951) 694-6904 Fax: (951) 694-6964 Ms. Haide Urias City of Temecula Page 2 The intended users are the City of Temecula as well as their agents or assigns. Any other party who uses or relies on any information in this report without our written consent is considered an unintended user and does so at their own risk. The date of value of this appraisal is October 14, 2022. This is the date of our last inspection. The depth of discussion contained in this report is specific to the needs of client and for the intended use stated herein. We are not responsible for unauthorized use of the report. This report has been prepared to comply with the reporting requirements set forth under Standards Rule 2-2 of the Uniform Standards of Professional Appraisal Practice (USPAP) for an Appraisal Report, as well as the Code of Professional Ethics and Standards of the Appraisal Institute. Included in this report are an introduction, factual data including a description of the surrounding area, a subject property data section, highest and best use analysis, valuation methodology, and discussions and analysis of the pertinent comparable market data that was utilized for valuation. This valuation is subject to the Certification, Assumptions and Limiting Conditions, any conditions in the Site Analysis, and Definitions stated herein which are integral parts of this report. Exposure time is not estimated based on the purpose of this report. Based on our investigation and analyses, the following table summarizes our rental rate opinion of the subject property as of October 14, 2022, qualified by the Certification, Assumptions and Limiting Conditions, any conditions in the Site Analysis, and definitions stated herein: Land Rental Annual Monthly Rent/ Value X % = Rent Range Rent Range SF/Mo. Range $1,260,000 X 6% _ $75,600 $6,300 $0.08 This letter must remain attached to the report in order for the value opinion set forth to be considered valid. Telephone: (951) 694-6904 Fax: (951) 694-6964 Ms. Haide Urias City of Temecula Page 3 Thank you for the opportunity to be of service. Should you have any questions regarding this analysis or the value conclusion, please contact us directly. Sincerely, PERDUE RUSSELL & MATTHIES REAL ESTATE APPRAISAL i Robert S. Perdue, MAI State of California Certified General Real Estate Appraiser No. AGO06362 7 ) - or�O-gj�- Roger Doverspike, MAI State of California Certified General Real Estate Appraiser No. AGO04194 Telephone: (951) 694-6904 Fax: (951) 694-6964 APPRAISAL REPORT For Ms. Haide Urias, Housing & Real Estate Analyst City of Temecula 41000 Main Street Temecula, CA 92590 Of f1.83-Acres (79,715 square Feet) in One Legal Parcel Identified as Assessor's Parcel Number APN 910-262-061 Located at the end of McCabe Court, Fronting Jefferson Avenue In the City of Temecula, Riverside County, California, 92590 Date of Valuation October 14, 2022 Date of Report November 4, 2022 Appraised By PERDUE RUSSELL & MATTHIES REAL ESTATE APPRAISAL 41919 Moreno Road Temecula, California 92590 File No. 2022-14 TABLE OF CONTENTS SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS...................................................1 ASSUMPTIONS AND LIMITING CONDITIONS.........................................................................3 CERTIFICTION................................................................................................................................ 5 INTRODUCTION............................................................................................................................. 7 DEFINITIONS................................................................................................................................10 REGIONALANALYSIS................................................................................................................12 AREA ANALYSIS - TEMECULA...............................................................................................14 NEIGHBORHOODANALYSIS....................................................................................................18 MARKETOVERVIEW..................................................................................................................20 SUBJECT PROPERTY OVERVIEW............................................................................................23 SITEDESCRIPTION.....................................................................................................................24 HIGHESTAND BEST USE...........................................................................................................29 VALUATION METHODOLOGY.................................................................................................31 SALES COMPARISON APPROACH...........................................................................................32 VALUATION................................................................................................................................. 38 LICENSE AGREEMENT ANALYSIS..........................................................................................41 ADDENDA.....................................................................................................................................44 Subject Property Information Miscellaneous Data Land Comparable Data Qualifications SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS Property Appraised: One legal parcel located at the end of McCabe Court, fronting Jefferson Avenue with no access, in the City of Temecula, Riverside County, CA 92590. Assessor's Parcel Number (APN) 910-262-061. Owner of Record: City of Temecula Date of Value: October 14, 2022, the date of our most recent site inspection. Purpose of Appraisal: To estimate the rental and rental rate range for the subject property. Property Rights Appraised: The Fee Simple Estate/Monthly lease/license rate and amount. Subject Site Description: Parcel Size: ±1.83-acres Shape: Irregular Topography: Mostly level Utilities: All available Zoning: US (Uptown Sports / Transit District). This zone allows a mix of land uses including urban residential dwellings and hotel and guest -serving facilities as well as support commercial and retail uses to support a proposed regional park facility across Jefferson Avenue and a transit terminal. General Plan: SP-14 (Uptown Specific Plan) Improvements: None Highest and Best Use: Hold for future development, likely to be assembled with Parcel 060, for a high -density residential and/or mixed use in the future as demand and financial feasibility dictates. Summary of Important Facts and Conclusions Page 1 Hypothetical Condition: In order to lease/license the subject property for a contractor's yard, the city will have to allow this unallowed permanent use. Therefore, we have invoked the assumption that the City of Temecula will allow this use that presently is not allowed on this property based on current land use/zoning designations. Summary of Conclusions of Value: Land Rental Annual Monthly Rent/ Value X % = Rent Range Rent Range SF/Mo. Range $1,260,000 X 6% _ $75,600 $6,300 $0.08 Exposure Time: Not applicable Appraisers: Robert S. Perdue, MAI Certified General Real Estate Appraiser State of California BREA Appraisal ID No.: AGO06362 Roger Doverspike, MAI Certified General Real Estate Appraiser State of California BREA Appraisal ID No.: AGO04194 Summary of Important Facts and Conclusions Page 2 ASSUMPTIONS AND LIMITING CONDITIONS Standards Rule 2 of the Uniform Standards of Professional Appraisal Practice requires the appraisers to group and unequivocally set forth all assumptions and all conditions qualifying the appraisal analysis or conclusion. In compliance therewith, and to assist the reader in interpreting this report, such Assumptions and Limiting Conditions are set forth as follows: SPECIFIC 1) As requested by the client, this is a narrative Appraisal Report that is intended to comply with the reporting requirements set forth under Standards Rule 2-2 of the Uniform Standards of Professional Appraisal Practice. The information contained within this report is specific to the needs of the client and for the intended use stated herein. The appraisers are not responsible for unauthorized use of this report. 2) The subject property consists of one legal lot being valued per the underlying land use designation. We are assuming that the City of Temecula, in order to rent the subject property in the interim as a contractor's yard will allow this use. GENERAL 3) No responsibility is assumed for legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated in this report. 4) The property is appraised free and clear of any and all liens and encumbrances unless otherwise stated in this report. 5) Responsible ownership is assumed unless otherwise stated in this report. 6) The information furnished by others is believed to be reliable. However, no warranty is given for its accuracy. 7) All engineering is assumed to be correct. The illustrative material in this report is included only to assist the reader in visualizing the property. 8) It is assumed that there are no hidden or unapparent conditions of the property or subsoil that renders it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. 9) It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless otherwise stated in this report. Assumptions and Limiting Conditions Page 3 10) It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless nonconformity has been stated, defined, and considered in this appraisal report. 11) It is assumed that all required licenses, certificates of occupancy, consents or other legislative or administrative authority from any local, state, or national governmental agency, can be obtained for any use on which the value estimate contained in this report is based. 12) Maps and exhibits found in this report are provided for reader reference purposes only. No guarantee as to accuracy is expressed or implied unless otherwise stated in this report. No survey has been provided for our review in completing this report. 13) It is assumed that the utilization of the land is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless otherwise stated in this report. 14) The appraisers are not qualified to detect hazardous waste and/or toxic materials. Any comment by the appraisers that might suggest the possibility of the presence of such substances should not be taken as confirmation of the presence of hazardous waste and/or toxic materials. Such determination would require investigation by a qualified expert in the field of environmental assessment. The presence of substances such as asbestos, urea -formaldehyde foam insulation or other potentially hazardous materials may affect the value of the property. The appraisers' value opinion is predicated on the assumption that there is no such material on or in the property that would cause a loss in value unless otherwise stated in this report. 15) No responsibility is assumed for any environmental conditions, or for any expertise or engineering knowledge required to discover them. The appraisers' descriptions and resulting comments are the result of the routine observations made during the appraisal process. 16) Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the parties to whom it is addressed without the written consent of Robert S. Perdue, MAI and Roger Doverspike, MAI, and in any event, only with proper written qualification and only in its entirety. 17) Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or the firm with which the appraisers are connected) shall be disseminated to the public through advertising, public relations, news sales, or other media without prior written consent and approval of the authors. Assumptions and Limiting Conditions Page 4 CERTIFICTION We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 4. We have performed no appraisal services regarding the subject property in the last three years of this report. 5. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 8. Robert S. Perdue, MAI and Roger Doverspike, MAI, made personal inspections of the subject property identified at the subject of this appraisal report. 9. No one provided significant real property appraisal assistance to the persons signing this certification. Jordan Doverspike assisted with the compilation of this report under our direct supervision. 10. The reported analyses, opinions and conclusions were developed, and this report has been prepared in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (USPAP). 11. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 12. As of the date of the report, Robert S. Perdue, MAI and Roger Doverspike, MAI have completed the continuing education program of the Appraisal Institute. Certification Page 5 13. Robert S. Perdue, MAI and Roger Doverspike, MAI hereby certify that they have the knowledge and experience to complete this appraisal assignment. They further certify that they have previously appraised this property type and are familiar with the locale. Please see the Qualifications of the Appraisers, in the Addenda. 14. We have not revealed the findings and results of the appraisal to anyone other than the proper officials and will not do so until authorized by said officials, or until required to do so by due process of the law, or until released from this obligation by having publicly testified as to such findings. PERDUE RUSSELL & MATTHIES REAL ESTATE APPRAISAL �Oj Robert S. Perdue, MAI State of California Certified General Real Estate Appraiser No. AGO06362 Roger Doverspike, MAI State of California Certified General Real Estate Appraiser No. AGO04194 Certification Page 6 INTRODUCTION Identification of Subject Property The subject property is identified in the table below: IDENTIFICATION OF THE SUBJECT PROPERTY Land Size General Plan/ Location/APN Ownership (Acres) Zoning Comments SP14 Uptown One vacant parcel accessed McCabe Court, west of Madison City of 1.83 Sports/Transit from McCabe Court with Avenue, Temecula, CA 92590 Temecula District Jefferson Avenue exposure APN 910-262-061 but no access. Scope of the Appraisal The scope of this assignment is summarized below: • We last inspected the subject property on October 14, 2022. During our first inspection on October 10, 2022, representative photographs were taken. • We inspected the surrounding neighborhood, competitive market area and reviewed the relevant market data. • On an ongoing basis, we interviewed real estate specialists whose expertise is commercial and multi -family residential property and land leases in the greater Temecula area. • We developed and analyzed the available market data pertinent to valuing the subject property. • Using the local multiple listing service, public records, CoStar contract service and real estate agents knowledgeable about the land market in the area, commercial, industrial, and high -density residential land sales were researched, reviewed, and analyzed. Unless otherwise noted, the comparable sales included herein were confirmed with at least two data sources. • No directly comparable zone land leases were found in our data research. However, we found a significant sample of land sales with which to opine the underlying market value of the subject property using the Sales Comparison Approach. Thereafter, we surveyed area commercial and industrial real estate specialists to conclude a reasonable return on investment based on the market value of the land and the potential use of the underlying land encumbered by the license/lease. No other valuation approaches were applicable. Introduction Page 7 Purpose of the Appraisal The purpose of the appraisal is to estimate a land lease/license rate for the subject property. Function and Intended Use of the Report The function and intended use of the appraisal is to serve as the basis of the market value for potential land license negotiations. It is not to be used for any other purpose. Intended User(s) The intended users are Ms. Haide Urias and the City of Temecula, as well as any potential lessee as well as their agents or assigns. Any other parry who uses or relies on any information in this report without our written consent is considered an unintended user and does so at their own risk. Property Rights Appraised The property rights being appraised are the fee simple estate. A land license/lease will change the property rights to leased fee and leasehold (license) estates. However, both ownerships, value wise, will be the same because the rental conclusion will be based on market data. Date of Inspection The date of our most recent inspection of the subject property was October 14, 2022. Date of Value The date of value is October 14, 2022. Unavailability of Information In the scope of analysis, certain information was not provided to the appraisers for consideration. These documents included a title report, soils report, environmental reports and a property survey. Should any of this data or other pertinent documents become available for our review, we reserve the right to review and modify the stated conclusions if necessary. Introduction Page 8 Exposure and Marketing Time These are not analyzed based on the purpose of this report. Introduction Page 9 DEFINITIONS MARKET VALUE Market value is defined as "The most probable price that the specified property interest should sell for in a competitive market after a reasonable exposure time, as of a specified date, in cash, or in terms equivalent to cash, under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, for self- interest, and assuming that neither is under duress. " i Fee Simple Estate A fee simple estate interest is defined as "Absolute ownership unencumbered by any other interest or estate; subject only to limitations of eminent domain, escheat, police power and taxation. " 2 Leased Fee Interest A leased fee estate interest is defined as: "The ownership interest held by a lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires." I License This term is defined as "a personal, unassignable and typically revocable privilege or permit to perform some activity on the land of another without obtaining an interest in the property." 3 1 The Appraisal Institute, The Dictionary of Real Estate Appraisal, Fifth Edition, page 122 2 The Dictionary of Real Estate Appraisal, Fifth Edition, page 78 3 The Dictionary of Real Estate Appraisal, Seventh Edition, page 108 Definitions Page 10 Highest and Best Use This term is defined as " the reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Alternatively, the probable use of land or improved property — specific with respect to the user and timing of the use — that is adequately supported and results in the highest present value. " 4 4 The Dictionary of Real Estate Appraisal, Fifth Edition, page 93 Definitions Page 11 REGIONAL ANALYSIS Riverside County Riverside County is one of five major counties located in Southern California. The subject property is located within the southwestern portion of Riverside County, in the City of Temecula. Riverside County is one of the largest counties in California with a land area of 7,208 square miles. The County is governed by five supervisors elected to 4-year terms. The supervisors oversee a general manager hired by the supervisors. The County provides all the necessary community and neighborhood services including police and fire protection. The County includes a total of 28 cities and unincorporated communities. The population was estimated to be almost 2.436 million as of January 2022, per the California Department of Finance. This is a 0.5% increase from January 2021. The County has all types of housing with the most common owner -occupied type being single family homes. According to the local MLS, in CoreLogic, in the 3' quarter of 2022, there were over 5,000 closed single family home sales with a median sale price of $599,000. There were also over 5,000 sales with a median sale price of $555,000, which was a 7.9% higher sale price than in the 3' quarter of 2021. For condominium/townhome sales in the 3' quarter of 2022, there were 1,051 sales with a median sale price of $437,500. There were 1,707 sales with a median sale price of $380,000, which was a 15.1% higher sale price than in the 3' quarter of 2021. As of September 2022, according to the California Employment Development Department, Report 400 C, there were 1,120,500 residents employed in the County. The unemployment rate was 4.0%. The state's unemployment rate was 3.7%. Regional Analysis Page 12 CITY MAP P:3urr�cta Murrieta Hot Springs ktiizr� w SUBJECT 91 r' V Jr e' Temecula a a -• it cr n Pain' +a . Rd csandia CreetiO, vdl TemeCuia Pk 9 A Pr? s N J,? �a *� a Pechonga Indian Reservation - - - a- - - • — - - -- - • - - - - -- ti ping Area Analysis — Temecula Page 13 AREA ANALYSIS - TEMECULA The map on the previous page shows the subject property in relationship to the City of Temecula. This section is condensed because the client is the City of Temecula. The City of Temecula is located approximately 43 miles south of the City of Riverside and 60 miles north of the City of San Diego. It covers approximately 37 square -miles. The city is bordered on the north by the City of Murrieta; on the south by the communities of Rainbow and Fallbrook, located in San Diego County; the Pechanga Indian Reservation and unincorporated land within Riverside County which includes Temecula Wine Country to the east; and on the west by the residential community of De Luz. Temecula is bisected by the I-15 freeway which provides access to the surrounding metropolitan areas within Southern California. The city was incorporated on December 1, 1989. Based on the E1 California Population report published by the California Department of Finance, the City of Temecula, as of January 2022, had a population of 109,925 inhabitants, which is a negative growth rate of 0.4% since 2021. The median age within the city is 35, one year younger than in Riverside County. Students attend schools within the Temecula Unified School District. There are also several private schools within the community. Post high school students can continue their education at Mt. San Jacinto Community College (a 2-year school) with campuses in both Menifee and Temecula, the Cal State San Marcos Temecula campus (a 4-year university) or their parent campus in San Marcos, and other two and four-year schools in the region within a one hour's drive of the city. 92.9% of the city has at least a high school education with 73% having at least a two-year degree. Therefore, the community is well educated. Area Analysis — Temecula Page 14 Based on the information provided by a Realtor's Property Research (RPR) report, the City of Temecula has a median income of over $96,000. Most residents earn between $50,000 to over $150,000 annually. The city is an employment center within the region. Commuting workers typically commute to larger employment centers within Riverside, San Diego, Orange, and Los Angeles Counties. Per the State of California Employment Development Department, the unemployment rate for the city of Temecula, as of September 2022, was 2.8%. This compares to a rate in Riverside County of 4.0%. In the State of California, the rate as of September 2022 was 3.7%. The community's primary mode of transportation is the automobile. The I-15 Freeway is utilized by residents who travel outside of the area for work into Riverside, Los Angeles, Orange, or San Diego Counties. The I-215 Freeway, located just north in Murrieta, accesses employment centers in both Riverside and San Bernardino Counties. The city, via the I-15 Freeway, provides convenient access to both the Ontario International and San Diego Airports. Private aircraft use the French Valley Airport located just northeast of the city on State Highway 79 (Winchester Road). Public transportation can be found along major streets within the city. The City has all types of housing with the two most common owner -occupied types being single family homes and condominiums. According to the local MLS, during the 31 quarter of 2022, there were 428 single-family closed dwellings. Sales ranged between $395,000 and $4,350,000. The average sale price was slightly over $845,000; the median price was slightly over $725,000. The median home size was 2,278-sf, constructed in 1997 with 4-bedrooms and 3- bathrooms on a 7,405 square foot lot. The subject property is located in the 92590-zip code. During this time frame, this zip code showed only 11 sales, 10 of which were homes on acreage. The one, 1,305-square foot home on 0.17-acres, located in Old Town Temecula was constructed in 1976 and sold for $540,000. According to the MLS, there have been no multi -residential (apartments) sold in 2022. Area Analysis — Temecula Page 15 According to Rent.com, market apartment rents in Temecula range between $1,825 for a 1- bedroom unit and $4,150/month for a 3-bedroom unit within the 18 surveyed projects in the city. These rents are market based and do not include any "affordable housing" rents. The current dominant real estate theme is the real estate recession which commenced this past summer after the Federal Reserve began raising interest rates. Area Analysis — Temecula Page 16 NEIGHBORHOOD MAP Neighborhood Analysis Page 17 NEIGHBORHOOD ANALYSIS The map on the previous page defines the boundaries of the subject property's district, known as the Uptown Sports/Transit District (USD) within the Uptown Specific Plan (SP-14) (USP). The Uptown Specific Plan (USP) is based on a 10+ year absorption plan, based on demand that, if developed as planned, will include office, hotel, high density residential, retail and restaurant development. Real estate brokers we spoke with indicated that this specific plan could take up to 20-years to develop given the existing trends in the market. Development timing for the USD as planned is likely dependent on a regional park being developed across Jefferson Avenue (see map above), a major transit hub being developed on or near this regional park, that reportedly is not now in the planning process, and the French Valley Parkway Interchange being developed over the I-15 Freeway to the east to alleviate traffic at the Winchester Road freeway offramp. The USD is bordered on the north by French Valley Parkway/Cherry Avenue; on the south by Santa Gertrudis Creek; on the east by the I-15 Freeway and on the west by Jefferson Avenue. The arrow in the Neighborhood Map above shows the location of the subject property, however, the subject lot has been realigned. (See the Plat Map and Subject Property Overview below.) Development timing for the USD as planned is likely dependent on a regional park being developed across Jefferson Avenue (see map above), a major transit hub being developed on or near this regional park, that reportedly is not now in the planning process, and the French Valley Parkway Interchange being developed over the 1-15 Freeway to the east to alleviate traffic at the Winchester Road freeway offramp. Neighborhood Analysis Page 18 There is a fire station located outside of the neighborhood on Enterprise Circle West, south of Winchester Road and a police station located in City Hall. Based on the surrounding improvements, infrastructure is available to service the subject property. However, as previously stated, we are valuing the property for a land license as a temporary contractor's yard. Neighborhood Analysis Page 19 MARKET OVERVIEW The Uptown Sports/Transit district is located in the Uptown Temecula Specific Plan. The district is the part of the northerly portion of the plan. The plan calls for primarily high -density housing with hotels and support commercial and retail uses allowed. It is an area that is transitioning from office, retail and industrial uses. The district is starting to see some real estate movement but because of the current economic times, development in the district may be slowed particularly because of increasing interest rates. There is no doubt that there in a pent-up demand for residential housing that will likely peak once the regional park and transit center are planned and developed. To fully develop the district will probably take more than 10-years. In our data research, we found six parcels totaling 8.27 net acres in escrow with an apartment developer at a price according to Mike Strode of Lee -Associates in the mid-$20/sf range. It is scheduled to close escrow in the 1st quarter of 2023, subject to obtaining entitlements. Another parcel, our Comparable No. 6 is also in escrow, reportedly to close escrow in December 2022 or January 2023 once entitlements are received for a multi -family project likely with APNs 910-272-001 and 002. Any new development will likely be either high density apartments or hotels, but likely residential housing as there have been a number of hotels developed in the last 24 months. The subject is a parcel that was split by the City of Temecula after the city acquired multiple properties in conjunction with the land acquisition for the French Valley Parkway offramp. When the remainder of the Parkway is developed, there are plans for an onramp to be developed allowing autos to enter the freeway in a southerly direction, along the northeastern border of the district. The subject, we believe, is a remnant parcel that will likely be assembled with Parcel 060, once the Parkway overpass and onramp are finished. Until then, it is likely, because of its parcel size and irregular shape it will not be developed separately. The projected storage yard, we Market Overview Page 20 believe, is a good interim use, assuming that the city allows this use, not presently allowed in this zoning designation. Based on this discussion, the mostly likely buyer for the subject property would be a developer/builder in conjunction with assembling Parcel 060 once the French Valley Parkway overpass and onramp are completed. This would provide a larger and more utilitarian property with which to develop a financially feasible use. Market Overview Page 21 PLAT MAP -•1:SwaWAS PPE^euoFOR ASSESSMENT FURPO esaar. NDUADUTY IS l S.MILO rW WACa1R OF THE DATA SH0NN. ASSESSOkS PAPIML SW 114 OF SEC. 25, & SE 114 OF SEC. 27, US, R.3W v.,•H:1-CC— IW..,nLov L010 'LHMSuapNGSHEORolKWOMS. CITY OF MURRIETA I CITY OF TEMECULA' r' ..a _DATE;- �w•.rye 4 — — `57 �RARCOR CENTER SLw} LOTA ,� LOTS LOYA rT1. PAR 2 g�q .� • z ` q v PAR 2 �LIP, y i 3 � xnee r.n ]�y�] d r AUTO_ — — AMA11 0� A 4 od O'E�sy TRA013-067 : 910-26 024-023 : 024-%6 8 10 20 SHEET 1 OF 2 ~ L�peed • - - - - ew,.�sLv.w - • • ve�.a.. 1 r HUrra, versa rrvrHs wear rn%e[ �•� �»„ agar rwrr» Wr awns xma, arrae r 12 M1a*a: xn 9 ;rra ra� w Q . smea xarr rrrrur eu-a: f,,.,a i i i 1- �@ $1A r 1 gtp �9r FRl �q w ar• a oe rxm rxn aw. �9ap�r C � �.J W f e.,.ewla nry arras- $ d $ 4 4 £ S. iads TRA 024•628 $ .... wxwa r.as AC AUL LOT O x ec ._n ,es�. + r,vxa :>b•a nr.v: TPA OTS-067 W •Wr MAT v+ ar. (`bhlj ��/��IR ��j��'�]R R �R ,.wra tw, arras• f.� i^ Map Rafe rcnce u'�� o RSA 1$$26. 29 RARFl ewPr+O..va5a1 nxacs '� •�'� � >'a ,rise l�Mae �. rn.b �L W . and FM CM 1d4Ae' 35 PARCEL Ae7PP NC-21 WS ranee arrary wrA MCCABE man pra t CT R _ PM 16rY7f . T3 gLRCEL MAP, 2�61.2 saaea ma arratr �7 N66/19950 - ____ZO%Q ^ PM ZM-S FAWa WA P NO-29745 rmnn xrnA� >.•r�1 1 R3877L3 1 PM inn .35 PARCEL WAPND. 3P2&3 9eMm1 tad N1a66r i i aaxnw, asaH� avac ASSESSOR'S MAP BK910 PO. 28 prsrnlnr I r f Go 2D21 NMI alx6+.l9 ma. Riverside Cel.nt7. Calif. ! r Subject Property Overview Page 22 SUBJECT PROPERTY OVERVIEW The previous plat map shows the subject property's assessor parcel outlined in yellow. Note that the subject property is not adjacent to Jefferson Avenue. Assessor's Parcel Numbers (APN's): 910-262-061 Ownership The City of Temecula Sales History Public records reports no sales history. The subject is part of multiple properties owned by the city as part of the acquisition of land for the French Valley Parkway future southerly freeway offramp. Present and Historical Use The subject property is unentitled vacant land with offsite improvements constructed. It has no access to Jefferson Avenue. This lot was split from APNs 910-262-009 and 010 to Parcels 060 and 061. According to information provided by the city, the city of Temecula intends to enter into a license agreement with Greystar to rent the parcel as a construction storage yard. To accomplish this, the city will have to change the subject's land use to allow a storage yard that is not now one of the uses allowed in the underlying Uptown Sports/Transit District. This appraisal analysis focuses on a rental rate estimate for the subject property to assist the city in lease/license negotiations. Adjacent Uses The subject property is surrounded on all sides by vacant land. Subject Property Overview Page 23 SITE DESCRIPTION Location The subject property is located at the end of the McCabe Court cul-de-sac, at the far northwestern boundary of the City of Temecula, Riverside County, CA 92590. While it has exposure to Jefferson Avenue, it does not have direct access. Census Tract: 0512.00 Legal Description Please see the Subject Property Section for public records in the Addenda. No title report was provided for our review. Size and Shape The subject property consists of one irregularly shaped parcel that has a land area of ±1.83 acres or 79,715-sf. The subject property does not abut Jefferson Avenue. Use At the present time, the subject property is vacant land with no entitlements. Topography/Drainage According to a Riverside County GIS report, the subject property's elevation is mostly flat with elevations ranging from 1047 to 1048-feet above sea level. There is an open drainage culvert on or near the southerly border of the subject property. A storm drain is in the street right-of-way at the end of the cul-de-sac. (See photographs) Flood Zone FEMA indicates that the subject property is not located in a 100-year flood zone (Zone X) per Panel No. 06065C-2720G, dated August 28, 2008. Flood insurance is not required for any development on the site. Site Description Page 24 Zoning The subject is in the Uptown Sports/Transit District of the Uptown Specific Plan (SP-14). This district is anticipated to have a mix of land uses to support the future regional park facility to be located across Jefferson Avenue from the property as well as a planned transit terminal. Uses are planned to include hotel and guest -serving facilities, support commercial and retail uses as well as a diversified mix of high density, urban residential dwellings. Development densities will be on a per development basis. A copy of development standards can be found in the Subject Property section of the Addenda. Access and Street Improvements The subject property is accessed by McCabe Court, a two-lane, asphalt paved 60-foot right-of-way, cul-de-sac. Offsite improvements include concrete curb and gutter and sidewalks along with overhead lighting. There is a storm drain at the end of the cul-de-sac. While the specific plan indicates that there may be future access to Jefferson, with the lot line adjustment of Parcels 009 and 010 to 060 and 061, the subject no longer abuts Jefferson Avenue. Utilities All utilities are available to service the subject property. Soil Conditions & Geologic Hazards A soil report or geologic investigation was not provided. For purposes of this appraisal, based on surrounding improvements, it is presumed that there are no adverse soil conditions or geologic hazards that would negatively affect the subject's highest and best use, and therefore, its market value. Easements, Encroachments and Encumbrances A preliminary title report was not provided for our review. The property is assumed to be under responsible ownership and free and clear of any liens or encumbrances. In viewing the property, there appears to be no significant easements or encroachments. Therefore, this appraisal assumes that there are no easements, encroachments, or encumbrances that would significantly adversely affect the subject's site utility or highest and best use, and therefore its market value. Site Description Page 25 Hazardous Waste Assessment An Environmental Site Assessment was not provided for our review. However, no obvious signs of hazardous waste on the site were observed during our visual inspections. This appraisal assumes that there are no toxic and/or hazardous materials on or adjacent to the property that would negatively impact market value. Earthquake According to a Riverside County GIS report, the property is located within the Elsinore and County Fault Earthquake Fault zones. Based on improvements already within these study zones, we have assumed that any potential development challenge can be mitigated. Real Estate Taxes and Assessments The subject property is owned by the City of Temecula. Therefore, there are no taxes paid. On the following page, please find an aerial plat map with an ID pin showing the location of the subject property. I have also included a second map provided by the client, the shape of which is different than the legal parcel. If there are any square footage difference, the rent can be adjusted using the same rental rate concluded in this report. Site Description Page 26 Y JPffF 'tip. .a / � ` � • r � � y � `•4�}� �' � f HIGHEST AND BEST USE One of the central concepts in the appraisal of real property is the question of highest and best use. To accurately analyze market value, the appraisers need to identify and determine the highest and best use of the property, both as if vacant, and as improved (if applicable), as of the date of value. The highest and best use analysis involves four components identified as follows: 1. Legally Permissible: Identification of those uses which are permissible based upon land use, zoning, and private deed restrictions. 2. Physically Possible: Identification of those uses which the subject site is physically capable of supporting. 3. Financially Feasible: Identification of those possible and permissible uses that will yield a positive net return to the subject property. 4. Maximally Productive: From among the feasible uses, the appraisers must select that use which, in their opinion, will produce the highest net return, or result in the highest present worth for the property. These criteria must be considered in order because qualification under a latter test is moot if a use fails an earlier test. Furthermore, all potential uses must be considered relative to external market forces. As Vacant Legally Permissible: The subject property is part of the Uptown Temecula Specific Plan (SP-14), located in the Uptown Sports/Transit District, in the northeast section of the specific plan. This district is intended to support the proposed adjacent regional park facility and proposed transit hub/center with a mix of land used that includes, hotels and guest -serving facilities, support commercial and retail services, as well as urban residential dwellings, many with commercial/retail uses on the first floor. Highest and Best Use Page 29 Physically Possible: The site has a long, irregular, rectangular shape, that while being able to be developed, is likely a candidate to be assembled in the future with the neighboring Parcel 060. The two vacant parcels to the south are presently part of a 6-parcel escrow sale on both side of Buecking Drive that is planned to be developed as a high -density apartment project. Financially Feasible: At the present time, there likely is no financially feasible use without assembling the adjacent property (Parcel 060). given the legal permissibility but no plans in place for the adjacent regional park and transit center, that we understand is not presently in the planning process. Maximally Productive Based on the discussion above, we are of the opinion that the subject property will be held for future development, likely assembled with the adjoining property (Parcel 060) for a use in the specific plan as demand and financial feasibility dictates. We anticipate that it could be a long- term hold. Conclusion — Rental Yard Further, our research indicates that real estate construction is decreasing; hence, the demand and ground rent rates are starting to decrease as well. Highest and Best Use Page 30 VALUATION METHODOLOGY The purpose of this appraisal is to estimate the market rent for the subject property. This entails first searching for contractor yard land leases in the area. As Temecula has become a mature real estate market, we found none. We, therefore, utilized standard land lease valuation methodology which first values the subject property's fee simple estate interest using the Sales Comparison Approach because this is the only applicable approach used by buyers and seller in the marketplace. Thereafter, we concluded a rental return rate for the property based on ongoing land lease information in our appraisal practice, augmented by surveying area real estate brokers familiar with returns on investments demanded by landowners. We confirmed this methodology with real estate agents and brokers we interviewed. Valuation Methodology Page 31 SALES COMPARISON APPROACH As discussed in the Highest and Best Use and Value Methodology section, we will value the subject property's fee simple estate based on its highest and best use. The Sales Comparison Approach incorporates the principle of substitution. This principle holds that the value of a property replaceable in the market tends to be set by the cost of acquiring an equally desirable substitute property, assuming no undue delay. This approach is considered "direct evidence" of the marketplace and its reliability is related to the quality and comparability of the sales data. This valuation technique includes discovery, investigation and analysis of recent sales transactions involving property similar to the one being appraised. While no two properties are identical, it is possible to discover sales of properties possessing characteristics generally similar to those of the subject property. Adjustments are then made to each comparable to reflect significant differences between the comparables and the subject property. In this manner, the appraisers are able to find a supportable range of value to formulate a value opinion. We completed our data research for comparable transactions in both Temecula and Murrieta will some similar characteristics to the subject property. Data sources we used included the local Multiple Listing Service (MLS), Costar, contract data sources, public records, and commercial real estate agents or brokers in the reason. After completing our data research, we chose seven comparables that we believe are a fair sample with which to value the subject property. The comparables bracket the subject property's side. Five are closed sales. The closed in 2021 or 2022. One is an escrow sale while one was a cancelled escrow by the seller, who turned around and rented the land to another party (a credit tenant) on a long-term lease with a condition of the lessee building an auto dealership on the site. All are located in either Temecula or Murrieta on the westside of the I-15 Freeway. One of the Sales Comparison Approach Page 32 sales (Comparable No. 3) and the escrow sale (Comparable No. 6) are located in the subject's subdivision. On the following pages, please first find a map showing the locations of the comparables in relationship to the subject property followed by a table summarizing the comparables we used in analyzing the subject property. Sales Comparison Approach Page 33 SALES COMPARABLE MAP de riurrter Rd or Via pebble Seadh Dr 0 �03 �' Isis as ❑ off v a ac 0 ��:v. o, y M,��� �L�ra e R9 eo,mtjrriM 9L ti� W �Murriea not anwin Cl S Spring$ rdu.Keia7}� S.047 �d m G� w vs Asks � "a. �y c Gen C► will 4 6 a�' lip Atrolag Ry 24, N ';1 di wuvrsion Grp Corrurux.-0y Park c' kSC6r �p1s`'` e� Z a r` Ufa 47c �a B Y� � ❑ fie, n3 a Pa Ur O of � GrO (21 •L G +i o a1 d 7 Raeo � ❑ � a away QVWMAJ Ilk peg, 4&, �� ,�,�� Via �a0 Raooho CatiSar�'� Rd o emectda �O 91 T�R 'per v Z, 8"❑ P' 19$8-[� •a' ..x W&tr:^• 8.0 :r ki ., i 5� �,W5 :.lt rr 'S:ewE e. '•'`'••.. Sales Comparison Approach Page 34 MARKET DATA SUMMARY GRID Address Buyer Sale Date Area (Acres) Topography DOM Community Buyer's Address Date of Recording Area (Square Feet) Shape Assessor's Parcel Number Community Document No. Sales Price Utilities Sale Price/ Seller Data Source Terms Zoning SFNet* Sub McCabe Court N/A 10/10/2022 1.83 Level N/A Temecula, CA N/A N/A 79,715 Irregular 910-232-061 N/A N/A N/A All Available N/A City of Temecula Inspection Cash Equivalent Uptown Sports I Northeast side of Pujol StrCct Pacific West Communities 11/9/2021 1.72 Level N/Av Temecula, CA 430 E. State St., #100 11/9/2021 74,923 Rectangular 922-053-047 Eagle, ID 83616 665869 $2,0009000 All Available $26.69 Bfphp LLC Public Rees Cash Ngbbad Res 2 Southside of Winchester Rd. Crp Of Pdc Temecula Owner LLC 5/11/2022 3.95 Level 180 West of Diaz Rd. 450 Newport Center Dr. #405 5/18/2022 172,062 Rectangular Temecula, CA Palm Desert, CA 92260 230672 & 230676 $4,301,273 All in $25.00 909-310-002,003,004 & 005 Kgeorge Corp Defined Benefit CDSTub Recs Cash Light Industrial 3 SWC of Madison Ave. Temecula Extended Stay LLC 9/16/2021 2.17 Level 2,693 and McCabe Ct. 633 W. 5th St. #28th 9/20/2021 94,525 Rectangular Temecula, CA Los Angeles, CA 90071 557362 $1,690,000 All in $17.88 910-272-022 & 023 A Course in Miracles Inc. CDS/Pub Recs/RE Bkr Cash Uptown Sports 4 SEC of Magnolia St. and Omni Land Development LLC 5/20/2021 3.25 Level N/Av Washington Ave. 2348 W. Whitendale Ave. #d 6/24/2022 141,570 Rectangular Temecula, CA Visalia, CA 93277 284861 $294259000 All Available $17.13 906-780-005, 008 & 009 Rigas Family Trust CDS/Pub Rees CTNL Neighborhood Com 5 25631 Addison St. NMch Investment Group LLC 4/22/2022 2.13 Mostly level 600 Murrieta, CA 6572 Doonbeg Dr. 5/4/2022 92,783 Rectangular 910-490-011 Frisco, TX 75035 210106 $1,450,000 All Available $15.63 Nunez CDS[PubRecs CTNL Community Commercial IE Madison Avenue N/A N/A 1.37 Level 1,495 6 N/A In Escrow 59,677 Irregular Temecula, CA N/A N/A $1,552,000 All Available $26.01 910-262-003 Hoff Inv. CDS/Pub Recs/Bkr CTNL Nghbad Res CF. Auto Mall Parkway N/A N/A 3.64 Mostly level 2,166 7 and Hobie Circle N/A N/A 159,559 Irregular Murrieta, CA N/A N/A $395009000 All Available $21.94 910-263-003 & 006 Glendora Motorcars CDS/Pub Recs/Agt. Cash MSC Auto Dealership Comparable Review & Comments Comparable No. 1 is the sale of a 1.72-acre vacant parcel purchased as an entitled parcel for part of a 3-lot, 60-unit approved affordable housing project according to a Temecula city planner in 2019. It is located in Old Town Temecula on the west side of Murrieta Creek, just north of Main Street. It abuts the creek. All the offsite improvements are constructed, and all utilities are available. This transaction was confirmed with public records. According to public records, Pacific West Communities transferred the subject property to Cameron S-Sixteen Sales Comparison Approach Page 35 Hospitality in May 2017 for $2,000,000 utilizing Document No. 215446. Cameron S-Sixteen Hospitality then transferred the property to Bfphp LLC in November 2021, also for $2,000,000 utilizing Document No. 664510. Previously, the property transferred in October 2016 from U2 LLC for $1,850,000 utilizing Document No. 483423. Comparable No. 2 is the sale of 4 separate parcels, purchased in two transactions. The four sites total 3.95 acres. The lots are contiguous and entirely finished. Three properties were purchased in one escrow. Parcel 002 was purchased in a separate transaction for $1,024,000. The buyer is Phelan Development Company, a developer of industrial properties. This sale was confirmed with a contract data source and public records. According to public records, there have been no sales in the three previous years of these transactions. Comparable No. 3 is the sale of two parcels totaling 2.17 acres. Both are corner parcels. The parcels are located very near the subject property. According to the real estate broker we confirmed this transaction with, it was purchased as an investment likely as a hotel site. The lots are finished, and all utilities are to the property. It has freeway visibility but like the subject, secondary access. Like the subject, it is located in a mixed -use area where the existing improvements do not meet the development guidelines set out in the Uptown Sports/Transit District. This sale was confirmed with a contract data source, public records and the broker involved in the sale. Per public records, this property has not transferred in the previous 3 years of its sale. Comparable No. 4 is the sale of three parcels that total 3.25-acres. The parcel has partial offsite improvements completed. It is located at a lighted intersection, surrounded by Murrieta Valley High School to the west and residential subdivisions to the north and improvements on acreage and a residential subdivision to the east. To the south is vacant land. At the time of the sale, there were no entitlements. The buyer intends on developing a fast food, gas, and convenience store as well as a car wash. This sale was confirmed with a contract data source and public records. Per public records, this property has not transferred in the previous 3-years of its sale. Sales Comparison Approach Page 36 Comparable No. 5 is the sale of 2.13 acres, located at the corner of Addison Street and Guava Street, four lots east of Jefferson Avenue, adjacent to CarMax. It has mostly level terrain and ancillary improvements that add minimal value to the property. Addison Street is primarily a driveway to the improvements. The buyer was reported to be a hotel operator. The property has minimal offsite improvements. Guava Street will have to be widened and overhead power lines moved to develop the site. This comparable is used because of its hotel potential use, a use allowed for the subject property. This transaction was by a contract data source and public records. According to public records, this property has not transferred within 3-years of the date of sale. Comparable No. 6 is the escrow sale of 1.37 acres located on Madison Avenue, almost across the street from McCabe Court. The real estate broker indicated that the transaction is scheduled to close escrow within the next 60-days in the mid $20/sf range. The property has freeway exposure and is across the street from Comparable No. 3. The broker indicated that the likely use would be as a hotel or multi -family project, meeting the development standards of the Uptown Sports/Transit District plan. It has level terrain, and all of the offsite improvements are constructed. This comparable is used because of its location, in the same area of the subject property. This transaction was confirmed by a contract data source, public records and the broker involved in the transaction. According to public records, this property has not transferred within 3-years of the date of sale. Comparable No. 7 is used because it is the only comparable that according to the real estate agent, was first an escrow sale that eventually was cancelled by the seller for reasons not shared, and then land leased to another user (an auto dealer credit tenant) for $350,000 a year on a 20-year term with cost -of -living increases every 5 years. It had previously been in escrow for $3.5 million. The $350,000 a year lease reflects a 10% annual return. A condition of the lease is that the lessee build an auto dealership on the property. According to the agent, this was an unusual deal. He indicated that had he went to market as a land lease originally, he would have Sales Comparison Approach Page 37 recommended a rent based on 4.5% to 6% of the market value depending on the lessee, their credit and guarantees, the length of the lease and use. This transaction was confirmed by a contract data source, public records and the agent involved in the transaction. According to public records, this property has not transferred within 3-years of this transaction. Unit of Comparison Based on reviewing the market data, the standard most consistent unit of comparison is the Sales Price/Square Foot (P/SF) of land area. Therefore, we used this unit of comparison in our analysis. VALUATION Analysis and Adjustments Based on the market data, a qualitative technique is used to value the subject property. The qualitative technique makes positive or negative adjustments for differences between the comparables and the subject based on interviews with area real estate professionals and our perceptions of the marketplace. A positive adjustment means that the subject is judged to be better or superior to the comparable while a negative adjustment is made to a comparable for an attribute judged to be superior to the subject. The Market Data Summary Grid above summarizes the relevant market information we used in valuing the subject property. Adjustments are made for differences between the comparables and the subject. The market data does not suggest that a market conditions (sale date) adjustment is required. The following adjustments are made for differences between the comparables and the subject property. Comparable No. I has adjustments made for location, parcel shape, access and entitlements. After making these adjustments, the subject should be valued below $37.12 per square foot. Sales Comparison Approach Page 38 Comparable No. 2 has adjustments made for location, shape, and the ability to sell separate lots. After making these adjustments, the subject should be valued below $25.00 per square foot. Comparable No. 3 has adjustments made for shape, access, visibility and parcel location. After making these adjustments, the subject should be valued below $17.88 per square foot. Comparable No. 4 has adjustments made for location, shape, access, parcel location and partial offsite improvements. After making these adjustments, the subject should be valued below $17.13 per square foot. Comparable No. 5 has adjustments made for location, topography, shape, access, visibility, parcel location utilities and offsite improvements. After making these adjustments, the subject should be valued above $15.63 per square foot. Comparable No. 6 has adjustments made for being an escrow sale and better access. After making these adjustments, the subject should be valued notably below $26.01 per square foot. Comparable No. 7 has adjustments made for location, access, zoning (demand for a new auto dealership) and parcel location. After making these adjustments, the subject should be valued notably below $22.07 per square foot. Reconciliation and Value Conclusion After making these adjustments, we believe that the subject property should be valued between $15.63 and $17.13 per square foot. We chose to stay near the bottom of the range because of its irregular shape, front footage and access that makes this property a likely candidate to be assembled with Parcel 060 for future development. After considering these factors, we conclude a value indicator opinion of $15.75 per square foot. The following table summarizes our fee simple estate value opinion for the subject property's 79,715 square feet. Sales Comparison Approach Page 39 Land Area SF x Value Indicator (/SF) Indicated Value 79,715 x $15.75 = $19255,511 Rounded to: $14)260,000 Sales Comparison Approach Page 40 LICENSE AGREEMENT ANALYSIS License Overview The client's (City of Temecula) license (not a lease but effectively similar) agreement with Greystar has a term of two years, not to exceed October 31, 2024. The city is providing this license because Greystar is or will be under contract for a city project and needs a staging area for certain equipment, materials, supplies and other associated construction items. The site will be licensed to Greystar in an as -is condition and they can only be on the property between 6:30 am and 6:30 pm daily, seven days a week. The property will have to be returned to the city in the condition it was prior to the license. Any alterations, fencing etc., will have to be approved by the city. The license is not transferable. The property rights are purely contractual in nature. Greystar is responsible for general commercial liability and bodily injury and property damage insurance as well as the maintenance of the property. There are no property taxes associated with property because it is owned by the City of Temecula, however, the lessee may be liable for possessory interest taxes. Methodology Our data research and interviews with real estate brokers and agents indicated that there were no directly comparable leases similar to the makeup and size of the subject in southwest Riverside County, particularly with no power or ancillary buildings. They all agree that the only way to estimate a lease rate is a percentage of the market value of the property. Therefore, to estimate the market lease/license rent, we first reviewed ongoing information from various private and public entities and then surveyed commercial real estate professionals about their opinions of their client's rates of return they wish to attain in the market. The first table shows the ranges of rates of return for ground leases of both private and public entities who are active in renting land. The percentages vary based on the location, size, parcel utility and amenities included (power, fencing, improvements etc.) in the land lease. The following table summarizes the firms and their rates of return based on ongoing surveys during the course of our appraisal practice as well as utilizing information from previous land lease appraisal reports. License Analysis Page 41 Firm Private/ Public Required Rates of Return The Irvine Company Private 5.9% to 9.2% Segerstrom Estate Private 10.0% to 12.0% Union Pacific Railroad Private 9.5% to 12.0% Mission Viejo Company Private 10.0% Watson Land Company Private 9.5% to 10.5% Southern California Edison Public 8.0% to 10.0% San Diego Water Authority Public 10.0% San Bernardino County Public 10.0% City of Long Beach Airport Dept. Public 8.5% to 9.0% Port of Long Beach Public 8.0% to 12.0% Port of Los Angeles Public 10.0% San Diego Gas & Electric Public 8.0% to 10.0% San Diego International Airport Public 9.00% Metropolitan Water District SC JPublic 1 6.0% to 10.07o The table below shows the rental rate range of the local real estate professionals we interviewed. Rate Rate Broker/Agent Company Range Mahlon Tobias Tobias Commercial 7.5% to 9.0% Ryan Jensen Tobias Commercial 4.5% to 10.0% Craig Yukum Lee Associates 6.0% to 9.0% Mike Strode Lee Associates 5.5% to 6.0% Carey Pastor Coldwell Banker 5% range Gordon Mize Lee Associates 4.5% to 6.0% Bob Kirkpatrick SVN Real Estate 6.0% to 10.0% The broker/agent interviews have a range of between 4.5% and 10.0%, within the rates of return of the private and public municipalities in the first table. Given the subject property's physical characteristics including no utilities, and no improvements or ancillary buildings on the site, we believe that a rate of return in today's market would range between 6% and 7% of the subject's market value. We have selected the lower rental rate percentage based on the just beginning real estate recession discussed above. License Analysis Page 42 The following table summarizes our license market rent and rental rate for the subject property. It is noted that should the actual licensed square footage area be different, the rent range concluded would still be the same. Land Rental Annual Monthly Rent/ Value X % = Rent Range Rent Range SF/Mo. Range $1,260,000 X 6% _ $75,600 $6,300 $0.08 License Analysis Page 43 SUBJECT PROPERTY INFORMATION 910-262-061, CA, Riverside County APN:910-262-061 CLIP:1146775577 OWNER INFORMATION Owner Name Owner Name 2 Mail Owner Name Tax Billing Address Tax Billing City & State LOCATION INFORMATION Zip Code Carrier Route Zoning Tract Number School District Comm College District Code TAX INFORMATION APN Alternate APN Exemption(s) % Improved Tax Area Legal Description ASSESSMENT & TAX Assessment Year Assessed Value - Total Assessed Value - Land Assessed Value - Improved YOY Assessed Change ($) YOY Assessed Change (%) Exempt Building Value Exempt Land Value Exempt Total Value Tax Year Beds Full Baths N/A N/A Bldg Sq Ft Lot Sq Ft N/A 79,715 City Of Temecula City Of Temecula 41000 Main St Temecula, CA Temecula Vly Mt Jacinto 910-262-061 910-262-061 013067 ACRES 1.83000000 ACREAGEQUA LCODE ML LOTTYPE P PARCEL 1 1-P 15-P MAPPLATB 168 MAPPLA TIP b71 SUBDIVISIONNAME PM 235 61-2 Total Tax Half Baths N/A Yr Built N/A Tax Billing Zip Tax Billing Zip+4 Owner Vesting Owner Occupied No Mail Flag Location Influence TGNO Census Tract Topography Township Range Sect Neighborhood Code Tax Appraisal Area Lot Block Water Tax Dist Fire Dept Tax Dist 2022 Change ($) Special Assessment Tax Amount Sale Price WA Type COML ACG 92590 2764 512.00 Sale Date N/A Rancho Calif Div Ran Change (%) CHARACTERISTICS County Land Use Vacant Commercial Land Cooling Type Universal Land Use Commercial Acreage Patio Type Lot Frontage Garage Type Lot Depth Garage Sq Ft Lot Acres 1.83 Parking Type Lot Area 79,715 Parking Spaces Lot Shape Roof Type Style Roof Material Building Sq Ft Roof Frame Gross Area Roof Shape 2nd Floor Area Construction Type Basement Sq Feet Interior Wall Stories Exterior Property Details Courtesy of Roger Doverspike, Doverspike & Associates, California Regional MLS The data within this report is compiled by Corel-ogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Generated on: 09/19/22 Page 1/3 Total Units Floor Cover Total Rooms Flooring Material Bedrooms Foundation Total Baths Pool MLS Total Baths Year Built Full Baths Effective Year Built Half Baths Other Impvs Dining Rooms Equipment Family Rooms Porch Other Rooms Patio/Deck 1 Area Fireplaces Patio/Deck 2 Area Condo Amenities Porch 1 Area Condition Porch Type Quality Building Type Water Bldg Class Sewer Building Comments Heat Type # of Buildings Heat Fuel Type SELL SCORE Rating Value As Of Sell Score ESTIMATED VALUE ReaIAVMT`" Confidence Score ReaIAVMTm Range Forecast Standard Deviation Value As Of (1) RealAVMTM is a CoreLogic® derived value and should not be used in lieu of an appraise 2022-09-18 04:29:25 (2) The Confidence Score is a measure of the extent to which sales data, property information, and comparable sales support the property valuation analysis process. The confidence score range is 50 -100. Clear and consistent quality and quantity of data drive higher confidence scores while lower confidence scores indicate diversity in data, lower quality and quantity of data, and/or limited similarity of the subject property to comparable sales. (3) The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time of estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. LISTING INFORMATION MLS Listing Number Pending Date MLS Status Closing Date MLS Area MLS Sale Price MLS Status Change Date MLS Listing Agent MLS Current List Price MLS Listing Broker MLS Original List Price MLS Source MLS Listing # MLS Status MLS Listing Date MLS Listing Price MLS Orig Listing Price MLS Close Date MLS Listing Close Price MLS Listing Cancellation Date MLS Source LAST MARKET SALE & SALES HISTORY Recording Date Sale Type Sale Date Deed Type Sale Price Owner Name City Of Temecula Price Per Square Feet Owner Name 2 Multi/Split Sale Seller Document Number Recording Date Sale Date Sale Price Nominal Buyer Name Seller Name Document Number Property Details Courtesy of Roger Doverspike, Doverspike & Associates, California Regional MLS Generated on: 09/19/22 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be Page 2/3 independently verified by the recipient of this report with the applicable county or municipality. Document Type MORTGAGE HISTORY Mortgage Date Mortgage Amount Mortgage Lender Mortgage Code FORECLOSURE HISTORY Document Type Default Date Foreclosure Filing Date Recording Date Document Number Book Number Page Number Default Amount Final Judgment Amount Original Doc Date Original Document Number Original Book Page Lien Type PROPERTY MAP 'Lot Dimensions are Estimated Property Details Courtesy of Roger Doverspike, Doverspike & Associates, California Regional MLS Generated on: 09/19/22 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be Page 3/3 independently verified by the recipient of this report with the applicable county or municipality. 3. Uptown Sports/Transit District (US) The Uptown Sports/Transit District is the third most densely concentrated mixed -use district within the Uptown Temecula Specific Plan area. This district is characterized by mid to high rise urban buildings with a maximum building height of up to 6 stories. The Uptown Sports/Transit District is nestled between Jefferson Avenue and Interstate 15. Additionally, this district is located to the east of the future regional park and recreation facility, which is located immediately to the west of Jefferson Avenue. Jefferson Avenue runs along the westernmost boundary of this district, providing strong visibility from the roadway. To further enhance the connectivity and circulation within this district, and to support the desired urban development patterns, new street connections are anticipated to be added to the existing circulation network, as new development occurs. The Uptown Sports/Transit District is characterized by a strong visual window from Interstate 15. This district can be easily accessed from Interstate 15 via the southbound French Valley Parkway off -ramp. The intersection of Jefferson Avenue and French Valley Parkway/Cherry Street will be the primary northernmost gateway into the specific plan area. This gateway will be designed in a manner that provides a strong sense of arrival into the Uptown Temecula area. Additionally, this intersection is a prominent gateway into the City of Temecula from the City of Murrieta, which is located immediately to the north of the specific plan area. Prominent entry features that mark the arrival into both the City, and the Uptown Temecula area, are envisioned at this intersection. The Uptown Sports/Transit District's location is is buffered by a large, regional park to the west. It is also buffered by the Santa Gertrudis Creek and adjacent Murrieta Creek trail to the south. Considering the district's location and surroundings, the Uptown Uptown Sports/Transit District Illustrative Photos Sports/Transit District will develop in a manner that supports and complements the adjacent regional park facility. The Uptown Sports District is anticipated to have a mix of land uses that will support the regional park facility including hotel and guest -serving facilities, support commercial, and retail uses. This district will be further diversified with a mix of high -density urban residential dwellings. The urban residential dwellings in this area will activate the area during the day, evenings and weekends, and the nearby park facility will provide a neighborhood amenity for area residents. Four building types will be permitted within this district to support the anticipated land UPTOWN TEMECULA SPECIFIC PLAN 3-7 use mix: residential stacked flat buildings, live/work buildings, courtyard building and commercial block buildings. These building types will contribute to the envisioned identity and feel of this district and help foster a distinctive character for this area. This district will need to provide a strong pedestrian connection to the adjacent park facility. Enhanced pedestrian crossings and pedestrian refuge islands are envisioned at key intersections along Jefferson Avenue to facilitate pedestrian and bicycle connectivity and safe access across Jefferson Avenue to the park site to the west. Furthermore, as new development occurs, additional pedestrian/bicycle connections and access points will be provided from future development projects within the Uptown Sports/Transit District to the Santa Gertrudis Creek and future trail. In addition to the Uptown Sports/Transit District's proximity to the regional park site, the district's anticipated land use mix, and the area's future trail connections, this district also has the potential to accommodate a future transit station. The future transit station is anticipated to provide for both high frequency public transit service and bus rapid transit service. Although the exact location of the transit center has not been determined, the Uptown Primary Specific Plan Gateway Primary District d Access Point Streetscape Beautification and Pedestrian / Bike Lane Improvements Future Pedestrian • • • • • • • • Connection to the Creekside Village Murrieta Creek Trail improvements Hypothetical Location of New Streets ., San Gertrudis Creek Interconnect Interstate IS View Window Exhibit 3-4: Uptown Sports/Transit District UPTOWN TEMECULA SPECIFIC PLAN 3-8 Sports/Transit District's ultimate vision acknowledges and contemplates the potential for the location of a transit center within, or within close proximity of this district. To this end, coordination efforts with the Riverside Transit Agency (RTA) will continue in order to analyze and support the feasibility of a transit center within, or in close proximity to, this district. To support these efforts, the Uptown Sports/Transit District will encourage Transit Oriented Development (TOD) and the development of a transit village in this area. To support the concept of TOD, it is anticipated that this area will be characterized by clusters of compact, walkable, urban development. A mix of high density residential uses and complementary commercial and employment -related uses, served by frequent public transit service, are anticipated in the future. By encouraging TOD and the development of a transit village in this location, this district will provide an enhanced ability for people to easily walk or bike within the district. This in turn will promote the feasibility of transit use as viable alternative mode of transportation. Future planning efforts in this area will focus on the coordination of land use and alternative transportation feasibility in order to encourage development projects that will support a high -frequency transit service. UPTOWN TEMECULA SPECIFIC PLAN 3-9 rtl. h 17, R+Ca+� VVVrR�i f . � �' � ., - _ ._ -� 1I� LAND COMPARABLE DATA W, / cd ^"c'� ,h'•- _ Paz+ TPI 6� Comparable 7 r RESUMES Statement of Qualifications ROBERT S. PERDUE, MAI REAL ESTATE APPRAISAL EXPERIENCE 1993-Present Perdue Russell & Matthies Real Estate Appraisal Mr. Perdue is the principal in this Wildland Fire litigation based appraisal firm. The 10-25 member firm provides valuation services to California utility, federal, county, and city governments, as well as financial, legal, agricultural and private clients. Appraisal and consultative litigation services include a wide variety of real estate in Southern and Central California, including existing and proposed residential and commercial developments, retail, office, industrial, special -use, ranch and farm properties as well as environmentally sensitive and mitigation land. Wildland Fire Litigation and Eminent Domain comprise the majority of the firm's valuation assignments. The residential component ranges from condos, townhomes and mobile homes to luxury beach residences and ranch / farm estates over $100M. 1988-1993 Dodd -Graves & Associates, Inc. As the senior associate with Dodd -Graves and Associates, Inc. Mr. Perdue was responsible for both small and large appraisal projects including litigation valuation assignments, assessment districts, road and utility right-of-way residential projects, and commercial/industrial projects, among others. 1984-1988 Dodd -Graves & Associates, Inc. - Associate Appraiser 1984-1985 Perdue Real Estate Appraisals - Principal 1978-1983 Perdue Realty Advisors - Real Estate Appraiser/Broker/Consultant REAL ESTATE RELATED EXPERIENCE 2015-2020 Old Town Temecula Commercial Building - Owner 2013-Present Elm Street Business Park - Owner 2001-2016 Riverside Central Business Park - Partner 2000-2015 Moreno Office Park - Partner 1998-2006 Tenaja Development Co. - Principal 1993-1995 San Diego County Tax Assessment Appeals Board — Member and Vice Chairman 1988-1990 Commonwealth Builders - Partner 1987-1989 Palomar Community College, San Marcos, CA Adjunct Professor - Business 82, Real Estate Appraisal 1986-Present Robert Shea Perdue Development Company - Partner 1985 "Toward a General Appraisal Model" Property Tax Journal - Co -Author 1983-1984 Precision Research (Economic Analysis) - Partner 1978-2020 Licensed California Real Estate Broker - RSVP Properties - Principal 1976-1978 Residential Construction and Development - Ponderosa Homes EDUCATIONAL BACKGROUND 1984 San Diego State University, San Diego, CA Graduate work in Real Estate Appraisal and Real Estate Economics 1983 Bachelor of Arts in Economics 1978 Palomar College, San Marcos, CA Real Estate Curriculum 1976 Associate of Arts Degree 1 JPage Professional Education Completed - MAI Designation - Appraisal Institute: Current Appraisal Institute Continuing Education, Appraisal License and Continuing Education is current. Present to 02/1997 Standards of Professional Practice 10/1992 Income Theory and Capitalization (1B-B) 06/1988 Valuation Analysis and Report Writing (2-2) 02/1988 Case Studies in Real Estate Valuation (2-1) 06/1987 Standards of Professional Practice (8-3) 06/1987 Litigation Valuation (4) 07/1986 Income Theory and Capitalization (113-A) 09/1985 Residential Valuation (8-2) 09/1985 Basic Valuation Procedures (IA-2) 06/1985 Real Estate Appraisal Principles (IA-1) Professional Education Completed - International Right of Wav Association: Current Annual Right -of -Way Seminars 10/1997 Business Relocation (502) 09/1992 Property Descriptions (902) 09/1992 Engineering Plan Development (901) 01/1992 Legal Aspects of Easements (802) 07/1991 Expert Witness Testimony (214) 10/1987 Easement Valuation (403) Professional Education Completed - American Society ofAppraisers: 01/1996 Business Valuation (201) Eminent Domain Seminars Developed and Instructed 2007 Eminent Domain for Right -of -Way Professionals for City of Corona Redevelopment staff and Public Works staff 2006 Eminent Domain for Right -of -Way Professionals for City of Riverside Redevelopment Staff 2004 Eminent Domain for Right -of -Way Professionals for County of Riverside Real Estate Services PROFESSIONAL AFFILIATIONS MAI Designation (Member - Appraisal Institute - #10,590) International Right -of -Way Association Inland Empire - Chapter 57 - Member Past President San Diego - Chapter I I - Member Certified General Real Estate Appraiser - No. AG-006362 Bureau of Real Estate Appraisers, State of California California Farm Bureau - Member American Society of Farm Managers and Rural Appraisers - Associate AREAS OF APPRAISAL SPECIALIZATION Wildland Fire Real Estate Appraisal Mobile Home Parks and RV Parks Single Family & Multi Family Eminent Domain Appraisal Residential Subdivision Agricultural Land Litigation and Trust Appraisal Title Insurance Valuation Rural -Residential Lots Ad Valorem Valuation/Consultation Avocado Groves Water Rights - Wells Commercial - Industrial Citrus Orchards Mitigation Land/Sensitive Industrial Parks Dairies and Ranches Habitats Nurseries Special Use Properties Organic Farms Partial and Fractional Interests Assessment Districts Business Valuation Contaminated Properties 2 jPage WILDLAND FIRE REAL ESTATE APPRAISAL PROJECTS 2005-2007 Cedar Wildfire 2003 Appraised single family residences and avocado groves. 2009-2012 Witch Creek Wildfire 2007 San Diego Fire Lawyers, (Tosdal Law Firm, Singleton and Associates and Mitchell S. Wagner, Esq.) on behalf of real estate property owners. Numerous cases involving single family residences, estate homes, ranches and groves for San Diego Fire Lawyers which represented the largest group of individual Plaintiffs pursuing litigation against SDG&E. 2010-2012 Grass Valley Wildfire 2007 Murchison & Cumming, LLP on behalf of Southern California Edison Appraised 140 single family residences located in Grass Valley neighborhood of Lake Arrowhead, San Bernardino County, California. Attended and assisted Murchison Cumming in mediations. 2011-2012 Canyon Wildfire 2007 Southern California Edison Law Department Appraised single family residences and Malibu Presbyterian Church located in the City of Malibu, Los Angeles County, California. 2012-2013 Sayre Wildfire 2008 Murchison & Cumming, LLP on behalf of Southern California Edison Oakridge Mobile Home Park and 408 mobile home coaches located on leased land in the Oakridge Mobile Home Park located in the Community of Sylmar, City of Los Angeles, California. 2015-2017 Round Wildfire 2015 Murchison & Cumming, LLP on behalf of Southern California Edison and Los Angeles Department of Water and Power Appraised 38 properties consisting of 32 single family residences and vacant lots. Several of the properties were encumbered with a conservation easement. Also appraised were 2 leased land properties used as a cattle ranch and a horse ranch. The properties were located in the Swall Meadows neighborhood of Round Valley, Mono and Inyo Counties, California. 2016-2017 Way Wildfire 2014 Murchison & Cumming, LLP on behalf of Southern California Edison Appraised 16 properties consisting of 7 single family residences, 8 mobile homes and 1 vacant lot. The properties were located in Wofford Heights, Kern County, California. 2017-Present Thomas Fire 2017 Over 13,000 total claims. Work in progress. 2018-Present Woolsey Fire 2018 Over 15,000 total claims. Work in progress. Southern California Edison Southern California Edison 2019-Present Sandalwood Fire 2019 Buchalter Law Firm on behalf of CC&R Environmental Services Villa Calimesa Mobile Home Park and vacant land. Work in progress. 3 jPage 2015 Wildland Fire Conference Speaker Topic: Agricultural Damage Evaluation QUALIFIED AS EXPERT WITNESS FOR Superior Court, Riverside County Superior Court, San Diego County Superior Court, San Bernardino County Judicial Arbitration, San Diego, Riverside, San Bernardino, and Los Angeles U.S. Bankruptcy Court, District of Arizona U.S. Bankruptcy Court, Central District of California Assessment Appeals Board: San Diego, Riverside and Los Angeles Counties U.S. Tax Court 4 IPage QUALIFICATIONS OF THE APPRAISER ROGER DOVERSPIKE, MAI Employment History April 1989 to present: Independent Fee Appraiser, Temecula, CA. December 1983 to April 1989: Staff appraiser with Foss Associates, Fullerton California. July 1983 to December 1983: Project manager for Marshman Construction of Ontario, California May 1983 to July 1983: Appraiser trainee with Pat Altnow of Mammoth Lakes, California. Education Background A. Western State University School of Law 1975 (One year) B. Long Beach State University, Bachelor of Science Degree "Cum Laude", in Finance with a Real Estate option and an emphasis in economics, and accounting 1974. C. California State Polytechnic, Pomona, undergraduate studies in accounting, September 1966 to June 1968 D. Professional Education Completed 1. Society of Real Estate Appraisers a. Real Property Valuation b. Real Estate Principles 2. The American Institute of Real Estate Appraisers a. Standards of Professional Practice b. Real Estate Principles c. Basic Valuation d. Capitalization A & B e. Case Studies in Real Estate Valuation f. Valuation and Report Writing g. Demonstration Report Writing 3. Seminars Successfully Completed Appraising Apartments, Appraising Industrial Properties, Using the Marshall & Swift Cost Handbook, Discounted Cash Flow Analysis, Internet, The Impact on Detrimental Conditions on Real Estate Values, Affordable Housing Projects in So. California, Operating Expense Information, Using GIS to Enhance Appraisal Assignment, USPAP, Residential Subdivision Feasibility & Pre Development Analysis, Valuation of Fast Food Restaurants, Theaters, Theme Parks, and Regional Retail Development, Valuation of Self -Storage Facilities, Eminent Domain, Land Development, The Appraiser as an Expert Witness; The Technical Inspection of Real Estate; The Appraisal of Special Use Properties; The Appraisal of Vineyards and Wineries; Uniform Standards of Federal Land Acquisition; Water Rights Sales and Transfers in California; USPAP Updates (every two years); Inland Area Transportation Project Seminar; 2008 through 2016 Inland Empire Market Trends Seminar; Appraisal Institute Business Practice and Ethics Seminars; 2010 GIS for Real Estate Appraisers Seminar; 2010 San Diego County Economic Forecast; 2013 & 2016 Laws and Regulations; 2013 Reviewing Commercial Appraisals; 2014 Real Estate Analytics; 2014 Valuation of Bank Branches Webinar; 2015 General Market Analysis Webinar; 2015 Severance Damages Webinar; 2015 Benchmarking Building Performance Webinar; 2016 San Diego Real Estate Market Symposium; 2017 Inland Empire Market Trends Seminar; 2018 National USPAP Update; 2019 Real Estate Damages; 2019 How Tenants Create or Destroy Value; 23rd Annual Inland Empire Market Trends Seminar, 2021; 54th Annual Litigation Seminar, 2021; Grape Crush Report Webinar, 2021 12/21 III. Professional Affiliations A. MAI designation November 15, 1995 # 10,880 B. Member of International Right -of -Way Chapter 57 No. 7900796 B. Certified General Real Estate Appraiser, No. AG004194, Bureau of Real Estate Appraiser, State of California. C. California Licensed Real Estate Broker, No. 00451420 IV. Exaert Witness Superior Courts in San Diego, Los Angeles, San Bernardino and Riverside Counties V. Types of Appraisals Residential: Single Family, Condominium, PUD units, Mobile and Manufactured homes, Subdivisions, and Apartments, both existing and proposed. Commercial: Strip commercial and Professional office buildings Industrial: Single and Multi -Tenant buildings, existing and proposed Land: Residential and Residential Subdivisions, Industrial and Industrial Subdivisions, Commercial and Commercial Subdivisions, Groves, and Rural Other: Churches, Motels, Congregate Care Facilities, Mini -Storage Units, Easements, Right -of -Way, Eminent Domain, Airports, Water rights, VI. Partial List of Appraisal Clients Financial Institutions Republic Bank Tokai Bank United Realty Advisors National Bank of Arizona Bank of the West Transamerica AM South Bank, Florida Bank Midwest N.A. Chase Manhattan Bank Community National Bank Barratt Mortgage First Hawaiian Bank First American Trust Golden West Financial Navy Credit Union Diversified Mortgage First Advantage Financial Finite Mortgage BankOne Equistar Financial Keybank Guaranty Bank First Bank Commercial Capital Bank First State Bank of Tennessee Rabobank First Private Bank & Trust Surfside Funding GNT Financial Commerce Bank Temecula Valley Wells Fargo Bank Allied Irish Bank Point Center Financial Bank of America Guardian State Bank, Utah G.E. Capital Chrysler Financial Corporation Sunwest Bank Southern Pacific Bank Wells Fargo Bank Mortgage First American Trust Credit Swisse (First Boston) Valley Independent Bank Northern Mutual Capital Marina Mortgage Real Estate Loan Centers Guild Mortgage Temecula Valley Bank Value Pacific Advisors Indy Mac Bank Torrey Pines Bank IMS Lending LaJolla Bank Kirkwood Lending, Las Vegas, NV Mission Oaks National Bank Churchill Capital Signature Realty Bank of Las Vegas Nebraska State Bank International Bank of Commerce (IBC) San Antonio, Texas 12/21 Attorneys and CPA's John Giardinelli Jensen and Roth Steven Queen Mahoney, Coppenrath & Jaffe Raffee & Edwards Alan Mohill Tom Huntington Gibbs, Gidion, Locher & Turner LLC Tim Kulzelka William Maxam Young, Henrie, Humphries & Mason Sachse, James, LoPardo Brown, Winfield and Canzoneri Lewis, D'Amato, Brisbois & Bisgaard LLP The Law Office of Jerry Paulk Tyler & Associates Derek Thomas CPA Jack Brown Kirk Barber Andrade and Associates Granowitz, White & Weber Beck, DeCorso, Daly & Kreindler Randall Stamen Law Office of Jon Lieberg Law Office of Debra Zoller Best, Best & Krieger Rosenstein & Hitzman The Knox Raphael Law Firm Daniel Slate, Hughes, Hubbard & Reid Robinson & Robinson Oliva Associates Prestininzi & Luebke Wesierski & Zurek Charles D. Nachand Raul Garcia Edward Nowakoski James Vaughn, Stowell, Zeilenga, Ruth, Vaughn & Treiger LLP Glen Biondi, Giardinelli Law Group Jack Ferguson, CPA Builders & Developers Century Homes IHP Forecast Development Pacific Century Homes Van Daele Homes Pacifica Company Rancon Development Premier Homes J.F. Development Golden State Developers Bethal Development ICP Asset Management Richland Properties Coop Properties Cameo Homes Value Pacific Advisors Centex Homes Highpointe Development Pac West Group Trinity Housing Group Ashby Development RanPac McMillin Companies OGB Partners CormanLeigh G Companies Pulte Homes Lennar Pacific Coast Developers Pacific Development Group Alberhill Ranch; Castle & Cooke Government City of Murrieta County of Riverside City of Temecula Water Fowl Association Riverside County EDA City of Hemet Murrieta County Water District Riverside Department of Facilities Management City of Lake Elsinore Borrego Water District City of Perris Other Pechanga Indians Wendy's International Evangelical Christian Credit Union Dow Chemical Bianchi Corporation Diversified Management Plant Equipment Stretch Form Corporation A & G Engineering Maranatha Chapel Calvary Chapel, Murrieta The Church of Jesus Christ of Latter Day Saints Fidelity Title Company University of Redlands State Farm Insurance Small Business Administration SEG Company (Chris Kramer) Las Brisas Bible Fellowship 12/21 Other (continued) Golden Era Stuart Cellars Winery Nationwide Insurance Hanson -Wilson Civil Engineers Lake Elsinore Unified School District Epic Management Azusa Pacific University Mitsubishi Motor Company North American Title Company Riverside County Superintendent of Schools All Mission Indian Housing Authority Southern California Edison through Bob Perdue 12/21 4 Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: November 29, 2022 SUBJECT: Approve Third Amendment to Agreement with Mark Thomas & Company, Inc. for the I-15 Congestion Relief Project, PW19-02 PREPARED BY: Amer Attar, Engineering Manager Avlin R. Odviar, Principal Civil Engineer RECOMMENDATION: That the City Council: 1. Approve the third 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 for the I-15 Congestion Relief Project, PW19-02; and 2. 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 $300,156.80 contingency under the City Manager's authority ($100,156.80 original contract contingency, $100,000 for the First Amendment, and another $100,000 for the Second Amendment). 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, additional project management and plans preparation, and revalidation of the environmental document. This additional work has depleted 100% of the contingency, while additional work is needed to complete the design and environmental phases, such as converting the project plans and specifications to the latest 2022 Caltrans Standard Plans and Standard Specifications. This Third Amendment adds $100,000 in contingency and allows for bringing additional services into the agreement through extra work authorizations. Approval of the Third Amendment results in an agreement amount of $1,001,568.00 and a contingency amount of $400,156.80, for a total encumbrance of $1,401,724.80. FISCAL IMPACT: The I-15 Congestion Relief Project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal years 2023-27, and is funded with 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 associated with the Third Amendment. ATTACHMENTS: 1. Amendment 2. CIP Budget Sheet /q-;I34 THIRD AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MARK THOMAS AND COMPANY, INC. PW19-02 1-15 CONGESTION RELIEF THIS THIRD AMENDMENT is made and entered into as of November 29, 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. On February 22, 2022, the City and Consultant entered into the Second Amendment to the Agreement to increase the contingency in the amount of $100,000.00. d. 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 THIRD Amendment amount shall not exceed One Hundred Thousand Dollars and No Cents ($100,000.00) for Contingency for a total Agreement amount of One Million Four Hundred One Thousand Seven Hundred Twenty -Four Dollars and Eighty Cents ($ 1,401,724.80). 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: R, ff , Matt Brogan, Secretary NA777By: Rob Himes, CONSULTANT Mark Thomas and Company, Inc. Bo Burick, Project Manager 16796 Von Karman Avenue, Suite 240 Irvine, CA 92606 949-677-7348 bburick@markthomas.com City Purchasing Mgr. Initials and Date: ! 1 I '� 08/09/2021 Alk c7" 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 2023-27 Capital Improvement Program THROUGH TE fE UL VALLEY Project Cost: Prior Years Actuals 2021-22 Adjusted 2022-23 Proposed Budget 2023-24 2024-25 Projected Projected 2025-26 2026-27 Projected Projected Total Project Cost Administration 119,521 120,506 155,000 80,000 475,027 Construction 6,074,443 6,074,443 Construction Engineering 1,020,000 1,020,000 Design & Environmental 957,307 344,933 100,000 1,402,240 Total Expenditures i 1,076,828 465,438 7,349,443 80,000 8,971,710 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 TUMF (CETAP/RCTC) 3,500,000 3,500,000 Total Funding 1,451,725 2,690,542 4,750,000 79,443 8,971,710 Future Operating & Maintenance Costs: Total Operating Costs Notes : 1. SHOPP - State Highway Operation and Protection Program and Minor Program 2. RCTC Agreement No. 22-73-032-00; City Agreement 2022-035 3. Reimbursement of $100,000 reflects contribution from the City of Murrieta 88 Item No. 9 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Betsy Lowrey, Assistant to the City Manager DATE: November 29, 2022 SUBJECT: Approve a Second Amendment to the Disposition and Development Agreement with Alitra, LLC for the Disposition of Property Located on the Corner of Rancho California Road and Diaz Road (APN: 951-021-089) and a Portion of Diaz Road PREPARED BY: Christine Damko, Economic Development Manager RECOMMENDATION: That the City Council approve the second amendment to the disposition and development agreement (DDA) with Alitra, LLC, for the disposition and hotel development of the property located on the corner of Rancho California Road and Diaz Road (APN: 951-021-089) and a portion of Diaz Road. BACKGROUND: The subject site, also known as the Rancho Cal/Diaz Property is a 3.64 acre remnant parcel as a result of the Diaz Road realignment project. The parcel was most recently used as a staging area for the Riverside County Flood Control/Army Corps of Engineers, Murrieta Creek Enhancement project. This project is complete, and the staging area is no longer needed by the Corps. In fall 2017, a local hotel owner/operator, Mr. Michael Patel of Alitra, LLC, (Alitra) presented City Staff with a Letter of Interest (LOI) to purchase the subject property to build a hotel. Mr. Patel is also interested in utilizing a portion of Diaz Road as buildable space, which the City would need to vacate. Mr. Patel owns and operates several Marriott brand hotels in the Temecula Valley. Staff discussed the LOI with City Council in a closed session meeting. The Council supported entering into a DDA to facilitate the development with Alitra on June 12, 2018. Alitra continued to actively engage and work with the City Planning and Public Works Departments in development conversations on architecture and site plan layout. Alitra also opened escrow and deposited $50,000 into the account in good faith of moving forward with the development and purchasing the property. In spring of 2020, COVID-19 spurred a worldwide economic and development shutdown causing Alitra to temporarily halt development conversations and planning, which ultimately caused Altria to miss the Schedule of Performance Deadlines listed in Exhibit B of the DDA. The impacts of the pandemic on the tourism sector and specifically hotels are still felt today. As people ease back into traveling, the hotel market is steadily recovering. A sector that is also recovering is the construction materials and supply chain. A Second Amendment is requested to give Mr. Patel enough time to develop a quality hotel project during this economic recovery. The property is currently zoned Service Commercial (SC) which does not permit hotels. To accommodate a hotel at this location, a General Plan Amendment and Rezone is required. Alitra is aware of these requirements and will formally apply for these planning applications should they opt to move forward with acquisition and a Disposition and Development Agreement. Temecula has a historically strong tourism industry and, as such, it has also created a strong economy and fiscal foundation for the City. Travel spending in the Temecula Valley has reached over $1 Billion with over 3 million visitors in 2019 (pre -pandemic). A hotel at this location creates another opportunity for continued support of the City's tourism sector. FISCAL IMPACT: There is no fiscal impact associated with approval of the Amendment of the Disposition Development Agreement. Under the terms of the DDA, Alitra, LLC has already made an initial deposit of $10,000 to cover actual expenses incurred by the City and has deposited $50,000 into an escrow account. ATTACHMENTS: Second Amendment to the Disposition and Development Agreement SECOND AMENDMENT TO THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") is dated as of November 29, 2022 and is catered into by and between the CITY OF TEMECULA (the "City"), and ALITRA, LLC, a California limited liability company ("Developer"). RECITALS A. City and Developer entered into that certain Disposition and Development Agreement dated March 26, 2019 ("Agreement"). B. On March 23, 2021, the City and Developer entered into that certain First Amendment to Disposition and Development Agreement to update the schedule of performance. C. City and Developer desire to amend the Agreement as hereinafter set forth. AGREEMENT NOW, TBEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Second Amendment, the parties hereto agree as to amend the Agreement as follows: 1, Scheele of Performance. The Schedule of Performance that is attached to the Agreement as Exhibit "B" is hereby deleted and the new Schedule of Performance (Exhibit "B") attached to this Amendment is hereby substituted in lieu thereof. 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. Executed counterparts may be delivered by email to: (i) for the City, cliristiae.danik r]tcineculaca.gsLv; and (ii) for the Developer, mike.patel@ami-pem.com. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the day and year first above written. DEVELOPER: CITY: ALITRA, J� By: (, Tarisha l tel, Manager and Member CITY OF TEMECULA By: Print Name: Title: ATTEST: HY: Randi Johl City Clerk APPROVED AS TO FORM: By: Peter M. Thorson City Attorney 171N4r-c� EXHIBIT "B" 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; some submissions in the text of the Agreement are not described below (and the below is not a comprehensive list of conditions to the Close of Escrow). 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— 4 Relate to Developer Actions and Re uirements Prior to the Close of Escrow 1. 012ening of Escrow. The Parties shall Done; escrow number is 5913469. o en escrow with the Escrow Holder. 2. Developer Deposit. The Developer shall Done. deposit the Developer Deposit with Escrow Holder. Condition to Close of Escrow 3. Entitlements. Zoning and height approval. 4. Plans and Specs. Architectural, Condition to Close of Escrow engineering and construction drawing revisions Items 5 — 9 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow 5. Close of Escrow. The Developer shall No later than December 31, 2025 purchase the Land from the City. (notwithstanding anything to the contrary in the text of the Agreement). 6. Commencement of Construction. No later than 120 days after the Close of Escrow. Developer shall substantially commence grading/construction of the Improvements. 7. Completion of Grading. Developer shall Not later than 201 days following the substantially complete the grading for Commencement of Construction. the Project. 8. Commencement of Vertical Not later than 300 days following the Construction. Developer shall Commencement of Construction. commence vertical construction. 11086-0001\2739929v1.doc Action Date 1 Deadline 9. Com lotion. The Project shall be No later than 24 months after Commencement of completed. Construction. 11086-000112739929v1.doc Item No. 10 ACTION MINUTES TEMECULA COMMUNITY SERVICES DISTRICT MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA NOVEMBER 15, 2022 CALL TO ORDER at 6:29 PM: Vice President Zak Schwank 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 Schwank. The vote reflected unanimous approval. 11. Approve Action Minutes of October 25, 2022 Recommendation: That the Board of Directors approve the action minutes of October 25, 2022. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 6:32 PM, the Community Services District meeting was formally adjourned to Tuesday, November 29, 2022 at 4:30 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] Item No. 11 TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Jennifer Hennessy, Director of Finance DATE: November 29, 2022 SUBJECT: Approve Financial Statements for the 4th Quarter Ended June 30, 2022 PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the Board of Directors receive and file the financial statements for the 4th quarter ended June 30, 2022. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the Temecula Community Services District for the 4th Quarter Ended June 30, 2022. FISCAL IMPACT: None ATTACHMENTS: TCSD Fund Summaries AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 190 - TEMECULA COMMUNITY SERVICES DISTRICT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Special Tax (Measure C) 1,892,962 1,872,625 1,923,561 1,872,625 0 0.0% Licenses, Permits and Service Charges Development Impact Fees 10 0 902 0 0 0.0% Contract Classes 192,941 875,000 823,734 875,000 0 0.0% Classes/Activities 41,700 27,262 59,239 27,262 0 0.0% Facility Rentals 141,961 225,457 295,437 225,457 0 0.0% Aquatics 151,008 109,912 227,981 109,912 0 0.0% Museum Admissions 5,270 94,212 91,610 94,212 0 0.0% Theater Admissions 743 233,000 266,927 233,000 0 0.0% Sports Leagues & Tournaments 43,057 152,205 190,761 152,205 0 0.0% Day Camps 75,437 59,540 113,187 59,540 0 0.0% Fines and Forfeitures Fines & Forfeitures 0 50 50 50 0 0.0% Use of Money and Property Investment Interest 2,351 600 (25,199) 600 0 0.0% Reimbursements Other Reimbursements 97,281 247,307 172,308 247,307 0 0.0% Operating Transfers In Contribution From Measure S 7,897,243 10,002,131 10,002,131 10,002,131 0 0.0% Miscellaneous Miscellaneous (6,356) 52,860 94,479 52,860 0 0.0% Total Revenues and Other Sources 10,535,608 13,952,161 14,237,109 13,952,161 0 0.0% Expenditures by Category Salaries & Benefits 6,382,842 7,777,255 7,802,743 7,777,255 0 0.0% Operations & Maintenance 2,188,638 4,517,244 3,908,938 4,517,244 0 0.0% Internal Service Fund Allocations 1,563,188 1,983,825 1,942,165 1,983,825 0 0.0% Capital Outlay 7,738 254,828 248,732 254,828 0 0.0% Total Expenditures and Other Financing Uses 10,142,407 14,533,153 13,902,578 14,533,153 0 0.0% Excess of Revenues Over (Under) Expenditures 393,201 (580,992) 334,531 (580,992) 0 0.0% Fund Balance, Beginning of Year 845,744 1,238,945 1,238,945 1,238,945 Fund Balance, End of Year 1,238,945 657,953 1,573,475 657,953 Fund Description Citywide Operations reflects the collection of the Special Tax (Measure C) charged to households for recreation programs as well as fees for classes and activities. Accounts for facility operations, maintenance, and community recreation programs. Measure C was approved by residents in 1997 at a rate of $74.44 per parcel for the purpose of maintaining the City's parks, recreation facilities, arerial street lighting and traffic signals. The Special Tax revenue is allocated equally between TCSD and the General Fund to fund both recreation programs and parks maintenance. 0]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 191 - TCSD SERVICE LEVEL "B" STREETLIGHT REPLACEMENT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Operating Transfers In Operating Transfers In 0 815,413 852,930 815,413 0 0.0% Total Revenues and Other Sources 0 815,413 852,930 815,413 0 0.0% Expenditures by Category Operations & Maintenance 0 0 87 0 0 0.0% Total Expenditures and Other Financing Uses 0 0 87 0 0 0.0% Excess of Revenues Over (Under) Expenditures 0 815,413 852,843 815,413 0 0.0% Fund Balance, Beginning of Year 0 0 0 Fund Balance, End of Year 0 815,413 852,843 815,413 Fund Description This fund was established to accumulate resources for the replacement of street light equipment, poles and lightbulbs, as the City has acquired street lights from Southern California Edison. 0]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 192 - TCSD SERVICE LEVEL "B" STREET LIGHTS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 648,259 640,767 640,790 640,767 0 0.0% Use of Money and Property Investment Interest 663 1,378 (6,965) 1,378 0 0.0% Operating Transfers In Contribution From Measure S 73,168 0 0 0 0 0.0% Total Revenues and Other Sources 722,090 642,145 633,825 642,145 0 0.0% Expenditures by Category Transfers 0 815,413 852,930 815,413 0 0.0% Salaries & Benefits 9,984 104 0 104 0 0.0% Operations & Maintenance 207,836 319,265 285,166 319,265 0 0.0% Total Expenditures and Other Financing Uses 217,820 1,134,782 1,138,096 1,134,782 0 0.0% Excess of Revenues Over (Under) Expenditures 504,271 (492,637) (504,271) (492,637) 0 0.0% Fund Balance, Beginning of Year 257,367 761,638 761,638 761,638 Fund Balance, End of Year 761,638 269,000 257,366 269,000 Fund Description Service Level B reflects the collection of benefit assessments charged to property owners. Service Level B includes only those parcels within residential subdivisions that receive residential street lighting services. This service level includes operational, administrative, maintenance and utility costs of residential street lights. ll]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 194 - TCSD SERVICE LEVEL "D" REFUSE/RECYCLING FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 8,664,212 8,633,354 8,913,039 8,633,354 0 0.0% Recycling Program 5,000 18,500 5,000 18,500 0 0.0% Use of Money and Property Investment Interest 2,349 1,500 (872) 1,500 0 0.0% Miscellaneous Miscellaneous 0 23,000 0 23,000 0 0.0% Total Revenues and Other Sources 8,671,561 8,676,354 8,917,167 8,676,354 0 0.0% Expenditures by Category Salaries & Benefits 62,606 64,083 67,898 64,083 0 0.0% Operations & Maintenance 8,569,988 8,753,679 8,756,428 8,753,679 0 0.0% Total Expenditures and Other Financing Uses 8,632,594 8,817,762 8,824,325 8,817,762 0 0.0% Excess of Revenues Over (Under) Expenditures 38,967 (141,408) 92,842 (141,408) 0 0.0% Fund Balance, Beginning of Year 147,821 186,788 186,788 186,788 Fund Balance, End of Year 186,788 45,380 279,630 45,380 Fund Description Service Level D Fund is used to collect benefit assessments charged to property owners for the purpose of providing refuse collection, recycling, and street sweeping throughout the City, which is provided by CR&R. In addition, Service Level D has received grants to increase recycling efforts Citywide. AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 195 - TCSD SERVICE LEVEL "R" STREET/ROAD MAINT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 5,878 0 115 0 0 0.0% Use of Money and Property Investment Interest 76 0 (201) 0 0 0.0% Reimbursements Other Reimbursements 7,050 0 0 0 0 0.0% Total Revenues and Other Sources 13,004 0 (86) 0 0 0.0% Expenditures by Category Operations & Maintenance 3,094 10,000 3,321 10,000 0 0.0% Total Expenditures and Other Financing Uses 3,094 10,000 3,321 10,000 0 0.0% Excess of Revenues Over (Under) Expenditures 9,910 (10,000) (3,407) (10,000) 0 0.0% Fund Balance, Beginning of Year 20,778 30,688 30,688 30,688 Fund Balance, End of Year 30,688 20,688 27,281 20,688 Fund Description Service Level R Fund reflects the operational, administrative, construction and maintenance costs for certain unpaved roads that become inaccessible after inclement weather. Zone R-1 provides service in the Nicolas/Liefer Road area. The maximum rate that can be charged for Zone R-1 for an improved parcel is $115.26 and for an unimproved parcel is $57.62. AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 196 - TCSD SERVICE LEVEL "L" LAKE PARK MAINT. FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 257,591 249,197 250,186 249,197 0 0.0% Harveston Lake Boat Revenue 5,626 4,200 7,211 4,200 0 0.0% Use of Money and Property Investment Interest 1,273 2,650 (3,145) 2,650 0 0.0% Miscellaneous Miscellaneous 390 0 0 0 0 0.0% Total Revenues and Other Sources 264,880 256,047 254,252 256,047 0 0.0% Expenditures by Category Salaries & Benefits 26,921 29,093 29,581 29,093 0 0.0% Operations & Maintenance 246,987 285,604 257,342 285,604 0 0.0% Total Expenditures and Other Financing Uses 273,908 314,697 286,922 314,697 0 0.0% Excess of Revenues Over (Under) Expenditures (9,028) (58,650) (32,670) (58,650) 0 0.0% Fund Balance, Beginning of Year 418,989 409,961 409,961 409,961 Fund Balance, End of Year 409,961 351,310 377,291 351,310 Fund Description Service Level L Fund reflects the benefit assessments charged to property owners for the purpose of maintaining the Harveston Lake Park. Expenditures include operational, administrative and maintenance costs. AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country FUND: 197 - TEMECULA LIBRARY FUND City of Temecula Fiscal Year 2021-22 Quarterly Budget Report 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Printing & Copies 2,720 6,419 6,924 6,419 0 0.0% Fines and Forfeitures Fines & Forfeitures 4,546 16,000 25,446 16,000 0 0.0% Use of Money and Property Investment Interest 987 3,000 (4,206) 3,000 0 0.0% Lease/Rental Income (1,152) 8,120 10,268 8,120 0 0.0% Reimbursements Capital Improvement Program 19 0 0 0 0 0.0% Operating Transfers In Contribution From Measure S 847,181 947,149 947,149 947,149 0 0.0% Total Revenues and Other Sources 854,302 980,688 985,581 980,688 0 0.0% Expenditures by Category Salaries & Benefits 129,026 147,073 158,714 147,073 0 0.0% Operations & Maintenance 286,383 553,603 511,742 553,603 0 0.0% Internal Service Fund Allocations 289,564 378,501 321,367 378,501 0 0.0% Total Expenditures and Other Financing Uses 704,973 1,079,177 991,823 1,079,177 0 0.0% Excess of Revenues Over (Under) Expenditures 149,328 (98,489) (6,242) (98,489) 0 0.0% Fund Balance, Beginning of Year 382,653 531,981 531,981 531,981 Fund Balance, End of Year 531,981 433,492 525,740 433,492 Fund Description The Library Fund is used to account for the maintenance and operations of the Ronald H. Roberts Temecula Public Library on Pauba Road. AMA \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 198 - PUBLIC ART FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Public Art 34,281 64,188 41,837 64,188 0 0.0% Use of Money and Property Investment Interest 186 500 (941) 500 0 0.0% Total Revenues and Other Sources 34,467 64,688 40,896 64,688 0 0.0% Excess of Revenues Over (Under) Expenditures 34,467 64,688 40,896 64,688 0 0.0% Fund Balance, Beginning of Year 56,632 91,099 91,099 91,099 Fund Balance, End of Year 91,099 155,787 131,994 155,787 Fund Description This fund was established pursuant to Temecula Municipal Code Section 5.08.040, whereby the fund serves a a depository for the fees paid in lieu of art as well as monetary donations for public art. The Public Art In Lieu fee is one -tenth of one percent of an eligible development project in excess of $100,000. Eligble uses of this fund include the design, acquisition, installation, improvement, maintenance and insurance of public artwork; offering of performing arts programs on City property for the community; and art education programs on City property for the community. AMA \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 501 - SERVICE LEVEL"C"ZONE 1 SADDLEWOOD FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 38,597 37,932 37,944 37,932 0 0.0% Use of Money and Property Investment Interest 25 6 (98) 6 0 0.0% Total Revenues and Other Sources 38,622 37,938 37,846 37,938 0 0.0% Expenditures by Category Salaries & Benefits 2 3 2 3 0 0.0% Operations & Maintenance 36,046 41,817 39,158 41,817 0 0.0% Total Expenditures and Other Financing Uses 36,048 41,820 39,161 41,820 0 0.0% Excess of Revenues Over (Under) Expenditures 2,574 (3,882) (1,315) (3,882) 0 0.0% Fund Balance, Beginning of Year 11,759 14,333 14,333 14,333 Fund Balance, End of Year 14,333 10,451 13,018 10,451 Fund Description Service Level C Fund reflects the collection of benefit assessments charged to property owners for the purpose of providing perimeter landscaping and slope maintenance throughout the City. Service Level C assesses only those parcels within residential subdivisions receiving TCSD perimeter landscaping and slope maintenance and are separated into 32 zones. The rate levels for Zones 6 and 29, are subject to a Consumer Price Index -Urban Consumers (CPI-U) annual inflator while all other rate levels will not increase. Zones 30-32 will not be assessed, as the property owners have elected to have the landscaping maintained by the respective Homeowner's Associations IHr)A0 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 502 - SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 43,056 316 42,542 715 42,659 (864) 42,542 715 0 0 0.0% 0.0% 43,373 43,257 41,795 43,257 0 0.0% 36 37,992 27 38,723 27 36,678 27 38,723 0 0 0.0% 0.0% 38,028 38,750 36,705 38,750 0 0.0% 5,344 4,507 5,090 4,507 0 0.0% 106,329 111,673 111,673 111,673 111,673 116,181 116,763 116,181 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 503 - SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 47,394 118 47,328 220 47,534 (362) 47,328 220 0 0 0.0% 0.0% 47,512 47,548 47,171 47,548 0 0.0% 25 42,730 27 45,181 27 35,529 27 45,181 0 0 0.0% 0.0% 42,755 45,208 35,557 45,208 0 0.0% 4,757 2,340 11,615 2,340 0 0.0% 41,707 46,464 46,464 46,464 46,464 48,804 58,079 48,804 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 504 - SERVICE LEVEL"C"ZONE 4 THE VINEYARDS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 6,371 10 6,394 18 6,394 (36) 6,394 18 0 0 0.0% 0.0% 6,381 6,412 6,358 6,412 0 0.0% 27 5,833 27 7,124 102 5,171 27 7,124 0 0 0.0% 0.0% 5,861 7,151 5,273 7,151 0 0.0% 521 (739) 1,085 (739) 0 0.0% 4,206 4,727 4,727 4,727 4,727 3,988 5,812 3,988 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 505 - SERVICE LEVEL"C"ZONE 5 SIGNET SERIES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 39,571 73 39,025 130 39,365 (211) 39,025 130 0 0 0.0% 0.0% 39,644 39,155 39,154 39,155 0 0.0% 36 35,548 27 51,920 27 48,406 27 51,920 0 0 0.0% 0.0% 35,584 51,946 48,434 51,946 0 0.0% 4,060 (12,791) (9,280) (12,791) 0 0.0% 27,142 31,202 31,202 31,202 31,202 18,410 21,922 18,410 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 506 - SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 27,104 114 27,260 240 27,266 (308) 27,260 240 0 0 0.0% 0.0% 27,218 27,500 26,957 27,500 0 0.0% 25 29,541 27 25,494 27 24,043 27 25,494 0 0 0.0% 0.0% 29,566 25,520 24,071 25,520 0 0.0% (2,348) 1,980 2,887 1,980 0 0.0% 39,248 36,900 36,900 36,900 36,900 38,880 39,787 38,880 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 507 - SERVICE LEVEL"C"ZONE 7 RIDGEVIEW FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 15,593 19 15,308 26 15,314 (70) 15,308 26 0 0 0.0% 0.0% 15,611 15,334 15,245 15,334 0 0.0% 13 13,177 3 19,134 2 17,757 3 19,134 0 0 0.0% 0.0% 13,190 19,137 17,759 19,137 0 0.0% 2,421 (3,803) (2,514) (3,803) 0 0.0% 7,571 9,992 9,992 9,992 9,992 6,190 7,478 6,190 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 508 - SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 138,618 137,025 137,155 137,025 0 0.0% Use of Money and Property Investment Interest 303 530 (816) 530 0 0.0% Total Revenues and Other Sources 138,921 137,555 136,339 137,555 0 0.0% Expenditures by Category Salaries & Benefits 12,680 13,273 13,643 13,273 0 0.0% Operations & Maintenance 129,863 121,106 114,724 121,106 0 0.0% Total Expenditures and Other Financing Uses 142,543 134,379 128,368 134,379 0 0.0% Excess of Revenues Over (Under) Expenditures (3,622) 3,176 7,971 3,176 0 0.0% Fund Balance, Beginning of Year 113,379 109,757 109,757 109,757 Fund Balance, End of Year 109,757 112,933 117,729 112,933 Fund Description 0]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 509 - SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 5,133 88 5,106 210 5,106 (237) 5,106 210 0 0 0.0% 0.0% 5,221 5,316 4,869 5,316 0 0.0% 3 3,150 3 5,185 2 3,785 3 5,185 0 0 0.0% 0.0% 3,153 5,188 3,787 5,188 0 0.0% 2,067 128 1,081 128 0 0.0% 28,997 31,064 31,064 31,064 31,064 31,192 32,146 31,192 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 510 - SERVICE LEVEL"C"ZONE 10 MARTINIQUE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 9,802 38 9,744 80 9,744 (102) 9,744 80 0 0 0.0% 0.0% 9,840 9,824 9,642 9,824 0 0.0% 30 8,255 27 10,378 27 10,203 27 10,378 0 0 0.0% 0.0% 8,284 10,405 10,230 10,405 0 0.0% 1,556 (581) (588) (581) 0 0.0% 13,326 14,882 14,882 14,882 14,882 14,301 14,294 14,301 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 511 - SERVICE LEVEL"C"ZONE 11 MEADOWVIEW FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 2,450 9 2,450 20 2,450 (29) 2,450 20 0 0 0.0% 0.0% 2,459 2,470 2,421 2,470 0 0.0% 3 1,969 3 3,368 2 2,854 3 3,368 0 0 0.0% 0.0% 1,972 3,371 2,856 3,371 0 0.0% 488 (901) (435) (901) 0 0.0% 3,435 3,923 3,923 3,923 3,923 3,022 3,488 3,022 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 512 - SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 99,464 318 96,396 665 96,326 (733) 96,396 665 0 0 0.0% 0.0% 99,782 97,061 95,594 97,061 0 0.0% 6,421 93,509 6,637 130,423 6,821 119,428 6,637 130,423 0 0 0.0% 0.0% 99,931 137,060 126,249 137,060 0 0.0% (149) (39,999) (30,656) (39,999) 0 0.0% 117,007 116,858 116,858 116,858 116,858 76,860 86,203 76,860 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 513 - SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 35,020 75 34,224 140 34,173 (218) 34,224 140 0 0 0.0% 0.0% 35,096 34,364 33,955 34,364 0 0.0% 635 31,716 664 32,539 684 29,369 664 32,539 0 0 0.0% 0.0% 32,351 33,203 30,052 33,203 0 0.0% 2,744 1,161 3,902 1,161 0 0.0% 28,031 30,775 30,775 30,775 30,775 31,937 34,678 31,937 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 514 - SERVICE LEVEL"C"ZONE 14 MORRISON HOMES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 15,041 28 14,774 50 14,774 (95) 14,774 50 0 0 0.0% 0.0% 15,069 14,824 14,679 14,824 0 0.0% 5 13,192 3 16,297 2 14,806 3 16,297 0 0 0.0% 0.0% 13,197 16,300 14,808 16,300 0 0.0% 1,872 (1,476) (129) (1,476) 0 0.0% 10,439 12,311 12,311 12,311 12,311 10,835 12,182 10,835 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 515 - SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 9,713 28 9,800 60 9,904 (92) 9,800 60 0 0 0.0% 0.0% 9,741 9,860 9,812 9,860 0 0.0% 5 8,181 3 11,702 2 10,090 3 11,702 0 0 0.0% 0.0% 8,186 11,705 10,092 11,705 0 0.0% 1,555 (1,845) (280) (1,845) 0 0.0% 10,458 12,013 12,013 12,013 12,013 10,168 11,733 10,168 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 516 - SERVICE LEVEL"C"ZONE 16 TRADEWINDS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Transfers Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 38,150 37,800 38,022 37,800 0 0.0% 169 370 (542) 370 0 0.0% 38,319 38,170 37,480 38,170 0 0.0% 0 637 28,010 21,500 664 35,440 0 684 20,918 21,500 664 35,440 0 0 0 0.0% 0.0% 0.0% 28,647 57,604 21,601 57,604 0 0.0% 9,672 (19,434) 15,879 (19,434) 0 0.0% 56,539 66,211 66,211 66,211 66,211 46,777 82,090 46,777 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 517 - SERVICE LEVEL"C"ZONE 17 MONTE VISTA FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 2,116 5 2,116 10 2,116 (17) 2,116 10 0 0 0.0% 0.0% 2,121 2,126 2,099 2,126 0 0.0% 2 1,714 3 2,110 2 1,823 3 2,110 0 0 0.0% 0.0% 1,716 2,113 1,826 2,113 0 0.0% 405 13 273 13 0 0.0% 1,888 2,293 2,293 2,293 2,293 2,306 2,566 2,306 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 518 - SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Transfers Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 96,445 94,010 93,342 94,010 0 0.0% 148 224 (473) 224 0 0.0% 96,593 94,234 92,869 94,234 0 0.0% 0 3,789 88,495 10,000 3,982 110,107 0 4,094 98,813 10,000 3,982 110,107 0 0 0 0.0% 0.0% 0.0% 92,283 124,089 102,906 124,089 0 0.0% 4,310 (29,855) (10,037) (29,855) 0 0.0% 57,983 62,293 62,293 62,293 62,293 32,438 52,256 32,438 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 519 - SERVICE LEVEL"C"ZONE 19 CHANTEMAR FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 54,852 293 54,450 600 54,612 (604) 54,450 600 0 0 0.0% 0.0% 55,144 55,050 54,009 55,050 0 0.0% 5,263 58,274 5,575 51,116 5,731 48,160 5,575 51,116 0 0 0.0% 0.0% 63,538 56,691 53,891 56,691 0 0.0% (8,393) (1,641) 118 (1,641) 0 0.0% 96,147 87,754 87,754 87,754 87,754 86,113 87,872 86,113 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 520 - SERVICE LEVEL"C"ZONE 20 CROWNE HILL FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 181,358 177,975 177,513 177,975 0 0.0% Use of Money and Property Investment Interest 654 1,360 (1,698) 1,360 0 0.0% Total Revenues and Other Sources 182,013 179,335 175,815 179,335 0 0.0% Expenditures by Category Transfers 0 30,803 0 30,803 0 0.0% Salaries & Benefits 12,625 13,273 13,638 13,273 0 0.0% Operations & Maintenance 167,717 161,142 139,232 161,142 0 0.0% Total Expenditures and Other Financing Uses 180,343 205,218 152,870 205,218 0 0.0% Excess of Revenues Over (Under) Expenditures 1,670 (25,883) 22,944 (25,883) 0 0.0% Fund Balance, Beginning of Year 231,135 232,805 232,805 232,805 Fund Balance, End of Year 232,805 206,922 255,750 206,922 Fund Description AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 521 - SERVICE LEVEL"C"ZONE 21 VAIL RANCH FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 232,438 228,201 228,591 228,201 0 0.0% Use of Money and Property Investment Interest 656 1,250 (1,227) 1,250 0 0.0% Total Revenues and Other Sources 233,094 229,451 227,365 229,451 0 0.0% Expenditures by Category Salaries & Benefits 23,888 25,219 25,952 25,219 0 0.0% Operations & Maintenance 245,057 223,368 211,908 223,368 0 0.0% Total Expenditures and Other Financing Uses 268,944 248,587 237,860 248,587 0 0.0% Excess of Revenues Over (Under) Expenditures (35,850) (19,136) (10,495) (19,136) 0 0.0% Fund Balance, Beginning of Year 231,569 195,719 195,719 195,719 Fund Balance, End of Year 195,719 176,582 185,223 176,582 Fund Description AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 522 - SERVICE LEVEL"C"ZONE 22 SUTTON PLACE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 4,466 28 4,408 64 4,408 (79) 4,408 64 0 0 0.0% 0.0% 4,494 4,472 4,329 4,472 0 0.0% 4 3,442 3 5,622 2 3,793 3 5,622 0 0 0.0% 0.0% 3,446 5,625 3,796 5,625 0 0.0% 1,048 (1,153) 534 (1,153) 0 0.0% 9,659 10,707 10,707 10,707 10,707 9,555 11,241 9,555 0]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 523 - SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 8,779 62 8,400 145 8,363 (188) 8,400 145 0 0 0.0% 0.0% 8,841 8,545 8,175 8,545 0 0.0% 41 6,426 53 7,197 54 4,401 53 7,197 0 0 0.0% 0.0% 6,467 7,250 4,455 7,250 0 0.0% 2,374 1,295 3,720 1,295 0 0.0% 21,293 23,667 23,667 23,667 23,667 24,962 27,387 24,962 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 524 - SERVICE LEVEL"C"ZONE 24 HARVESTON FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 165,046 162,100 162,547 162,100 0 0.0% Use of Money and Property Investment Interest 159 120 (302) 120 0 0.0% Total Revenues and Other Sources 165,205 162,220 162,246 162,220 0 0.0% Expenditures by Category Salaries & Benefits 10,095 10,619 10,927 10,619 0 0.0% Operations & Maintenance 164,365 165,057 155,928 165,057 0 0.0% Total Expenditures and Other Financing Uses 174,459 175,675 166,855 175,675 0 0.0% Excess of Revenues Over (Under) Expenditures (9,255) (13,455) (4,609) (13,455) 0 0.0% Fund Balance, Beginning of Year 64,701 55,446 55,446 55,446 Fund Balance, End of Year 55,446 41,991 50,837 41,991 Fund Description AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 525 - SERVICE LEVEL"C"ZONE 25 SERENA HILLS FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 44,736 195 44,000 420 43,913 (492) 44,000 420 0 0 0.0% 0.0% 44,931 44,420 43,421 44,420 0 0.0% 1,269 41,962 1,327 41,713 1,366 41,115 1,327 41,713 0 0 0.0% 0.0% 43,231 43,041 42,481 43,041 0 0.0% 1,700 1,379 940 1,379 0 0.0% 68,272 69,972 69,972 69,972 69,972 71,351 70,912 71,351 0]] City of Temecula Fiscal Year 2021-22 ( The Heart of Southern California Quarterly Budget Report Wine Country FUND: 526 - SERVICE LEVEL"C"ZONE 26 GALLERY TRADITION FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 2,430 4 2,160 7 2,025 (14) 2,160 7 0 0 0.0% 0.0% 2,434 2,167 2,011 2,167 0 0.0% 3 1,793 3 2,036 2 1,929 3 2,036 0 0 0.0% 0.0% 1,795 2,039 1,931 2,039 0 0.0% 638 129 80 129 0 0.0% 1,283 1,921 1,921 1,921 1,921 2,050 2,001 2,050 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 527 - SERVICE LEVEL"C"ZONE 27 AVONDALE FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 9,371 25 9,100 43 9,071 (68) 9,100 43 0 0 0.0% 0.0% 9,396 9,143 9,003 9,143 0 0.0% 28 9,292 27 7,870 27 8,605 27 7,870 0 0 0.0% 0.0% 9,321 7,897 8,632 7,897 0 0.0% 75 1,246 371 1,246 0 0.0% 9,186 9,261 9,261 9,261 9,261 10,508 9,632 10,508 AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 528 - SERVICE LEVEL"C"ZONE 28 WOLF CREEK FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments 236,513 232,974 234,250 232,974 0 0.0% Use of Money and Property Investment Interest 303 2,370 (5,457) 2,370 0 0.0% Total Revenues and Other Sources 236,816 235,344 228,793 235,344 0 0.0% Expenditures by Category Transfers 0 300,000 28,346 300,000 0 0.0% Salaries & Benefits 25,097 26,546 27,314 26,546 0 0.0% Operations & Maintenance 271,041 209,045 216,874 209,045 0 0.0% Total Expenditures and Other Financing Uses 296,138 535,591 272,534 535,591 0 0.0% Excess of Revenues Over (Under) Expenditures (59,322) (300,247) (43,741) (300,247) 0 0.0% Fund Balance, Beginning of Year 395,420 336,098 336,098 336,098 Fund Balance, End of Year 336,098 35,851 292,357 35,851 Fund Description AMA 0-3 \� a` C7""� 1 1 The Heart of Southern California Wine Country City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 529 - SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Licenses, Permits and Service Charges Assessments Use of Money and Property Investment Interest Total Revenues and Other Sources Expenditures by Category Salaries & Benefits Operations & Maintenance Total Expenditures and Other Financing Uses Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 3,754 10 4,249 21 5,301 (53) 4,249 21 0 0 0.0% 0.0% 3,764 4,270 5,248 4,270 0 0.0% 4 2,114 3 4,424 2 2,201 3 4,424 0 0 0.0% 0.0% 2,117 4,427 2,202 4,427 0 0.0% 1,647 (157) 3,046 (157) 0 0.0% 3,548 5,195 5,195 5,195 5,195 5,038 8,240 5,038 Alk The Heart of Southern California Wine Country ju City of Temecula Fiscal Year 2021-22 Quarterly Budget Report FUND: 530 - SERVICE LEVEL"C"ZONE 30 FUTURE ZONES FUND 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Use of Money and Property Investment Interest Total Revenues and Other Sources Excess of Revenues Over (Under) Expenditures Fund Balance, Beginning of Year Fund Balance, End of Year Fund Description 110 268 (268) 268 0 0.0% 110 268 (268) 268 0 0.0% 110 268 (268) 268 0 0.0% 36,220 36,330 36,330 36,330 36,330 36,598 36,062 36,598 Item No. 12 TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: November 29, 2022 SUBJECT: Adopt Resolutions Regarding Annexation of Tract Map Numbers 37341-1 through 37341-10, within Sommers Bend, to Service Level B (Residential Street Lights) Rates and Charges (Located on East Side of Butterfield Stage Road and North of Long Valley Wash) PREPARED BY: Ron Moreno, Principal Engineer/City Surveyor Annie Bostre-Le, Public Works Development Manager RECOMMENDATION: That the Board of Directors adopt resolutions entitled: RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DECLARING INTENTION TO ANNEX PROPERTY TO SERVICE LEVEL B - RESIDENTIAL STREET LIGHTS AND TO LEVY ASSESSMENTS ON SUCH PROPERTY FOR FISCAL YEAR 2023-24, APPROVING THE ENGINEER'S REPORT, AND SETTING THE DATE, TIME AND PLACE OF A PUBLIC HEARING ON THE PROPOSED ANNEXATION AND ASSESSMENTS RESOLUTION NO. CSD A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, INITIATING PROCEEDINGS TO ANNEX PROPERTY TO SERVICE LEVEL B FOR FISCAL YEAR 2023-24 BACKGROUND: The Temecula Community Services District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting to numerous residential subdivisions within the City of Temecula through Service Level `B". The boundaries of the TCSD are coterminous with the City, and City Council serves as the Board of Directors of the TCSD. Tract Map Numbers 37341-1 through 37341-10, within Sommers Bend, formerly known as Roripaugh Ranch is an existing residential development. On November 26, 2002, the City Council approved the Roripaugh Ranch Specific Plan with private streets. On January 23, 2018, the City Council approved the Roripaugh Ranch Specific Plan Amendment Number 4, which included a slight realignment and removal of gated entries on Sommers Bend (Loop Road) and interior local streets were revised to comply with updated fire safety requirements. These improvements allowed the roadway and street lights to be publicly dedicated as accepted on Tract Map 37368 recorded on July 25, 2019. The property owner has requested that the TCSD establish the future parcel charges necessary to provide ongoing revenue for residential street lighting within the development. Beginning Fiscal Year 2023-2024, the following TCSD rates and charges are proposed for residential street lighting services within Tract Map Numbers 37341-1 through 37341-10: Service Level B $ 25.68 per residential parcel Pursuant to the provisions of Proposition 218, the TCSD is required to hold a public hearing and obtain voter or property owner approval in order to establish certain new rates and charges. In addition, a report must be prepared and filed with the Secretary/City Clerk which identifies all of the affected parcels and the amount of the proposed rates and charges and date of the Public Hearing. The Public Hearing is held at least 45 days after the mailing of the notices. If the proposed rates and charges are not rejected pursuant to a written protest, then the TCSD will conduct a mailed ballot proceeding not less than 45 days after the public hearing. The proposed rates and charges for Service Level B cannot be imposed unless the property owners have approved the new charges. Staff recommends that the Board of Directors adopt the resolution to accept the filing of the report on the proposed residential street lighting rates and charges for Tract Map Numbers 37341-1 through 37341-10, beginning in Fiscal Year 2023-2024 and schedule a public hearing concerning this issue for January 24, 2023. Staff will then proceed with noticing the owner of Tract Map Numbers 37341-1 through 37341-10, regarding the proposed rates and charges and the public hearing date. If there is no majority protest against the rates and charges on January 24, 2023, staff with then proceed with the mailed ballot process of Service Level B. FISCAL IMPACT: If voter approved, the proposed rates and charges of $25.68 per parcel will generate an annual levy of $13,995.60 for Service Level B. Actual costs for providing long-term residential street lighting services within Tract Map Numbers 37341-1 through 37341- 10 will be absorbed into Service Level B upon installation of said improvements. ATTACHMENTS: 1. Vicinity Map 2. Resolution of Intention 3. Exhibit A 4. Resolution of Initiating Proceedings } { § � \ (§ 3 tz � § $ e j / / § < _ § o = Q 2 � } 0 LL 2 J 3 1 U 20 z _\ �� co§ cow D� � W WLU ' / �COAta \ F%�0�W �I2m > 2 z ztp2�R LLJ / W 0 l),x / u�kL)- U)w««U � Q� g� L) sL) ww R w w CO) b §§7! §± 2m � ¥�4 �\\k� �k\\) �§ W §2 !2l;2 ® , e §\ §��®k �\)(( m §b§§) �r ■� �! � � RESOLUTION NO. CSD 2022- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, DECLARING INTENTION TO ANNEX PROPERTY TO SERVICE LEVEL B - RESIDENTIAL STREET LIGHTS AND TO LEVY ASSESSMENTS ON SUCH PROPERTY FOR FISCAL YEAR 2023-24, APPROVING THE ENGINEER'S REPORT, AND SETTING THE DATE, TIME AND PLACE OF A PUBLIC HEARING ON THE PROPOSED ANNEXATION AND ASSESSMENTS WHEREAS, the Board of Directors (the "Board") of the Temecula Community Services District (the "District") of the City of Temecula has initiated proceedings for the annexation of certain property, to Service Level B of the District (the "Assessment District") pursuant to the Landscaping and Lighting Act of 1972, as found in Part 2 (commencing with Section 22500) of Division 15 of the California Streets and Highways Code ("the Act"), for the purpose of funding Residential Street Lighting; and WHEREAS, as ordered by the Board, Webb Municipal Finance, LLC., the assessment engineer, has prepared and filed with the Clerk of the Board a report regarding the assessments which are proposed to be levied on and collected from the owners of the Subject Property, as defined below, for Fiscal Year 2023-24, to pay the costs of the maintenance and servicing of such Residential Street Lighting, and that report has been presented to and considered by the Board; and WHEREAS, it is necessary that the Board adopt a resolution of intention pursuant to Sections 22606 and 22587 of the California Streets and Highways Code setting and providing for notice of the time, date and place of public hearing on said report, the proposed annexation of the Subject Property to the Assessment District and the proposed assessments; and WHEREAS, in addition to the requirements set forth in the Act, to annex property into the Assessment District, Proposition 218 establishes detailed requirements for the imposition of a "new or increased" special assessment; and WHEREAS, in addition to notice, ballot and hearing requirements, Proposition 218 requires the District to separate the general benefits from the special benefits conferred on a parcel, and to only asses the special benefits on that parcel; and WHEREAS, Proposition 218 requires all assessments to be supported by a detailed Engineer's Report prepared by a registered professional engineer; and WHEREAS, the proposed assessment will assess properties located within the Assessment District pursuant to the amounts stated in the Engineer's Report ("Assessment Amount"); and WHEREAS, pursuant to Proposition 218, the District must comply with applicable sections of Article XII(D) of the California Constitution regarding the notice, hearing and protest procedures. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by Board of Directors of the Temecula Community Services District of the City of Temecula, California as follows: Section 1. Recitals. The above recitals are true and correct and are incorporated herein by this reference. Section 2. Findings. The Board of Directors finds that: (a) The Engineer's report of Webb Municipal Finance, LLC. (the "Report") contains all matters required by the Act and Proposition 218 and may, therefore, be approved by the Board; (b) The assessments which are proposed to be levied for Fiscal Year 2023-24 on all parcels of assessable property which are proposed to be annexed, to the Assessment District are based on special benefit conferred upon each such parcel from the payment of the costs of the residential street lighting and the maintenance and servicing thereof; (c) The proportionate special benefit derived by each parcel within the Assessment District has been determined in relationship to the entirety of the capital cost of the installation, maintenance and servicing of the residential street lights and appurtenant facilities; (d) The Assessment Amount which is proposed to be assessed on each such parcel is based upon and will not exceed the reasonable cost of the proportional special benefit conferred on that parcel; (e) The Assessment Amount is supported by a detailed engineer's report prepared by a registered professional engineer certified by the State of California. Section 3. Intention. The Board declares that it intends to annex the Subject Property, as defined below, into the Assessment District, to levy and collect assessments on all of the lots and parcels of assessable property which are proposed to be annexed, to the Assessment District for Fiscal Year 2023-24, and for the duration specified in Section 7 herein, in the amounts set forth in the Report. Such assessments will be collected at the same time and in the same manner as county taxes are collected, and all laws providing for the collection and enforcement of county taxes shall apply to the collection and enforcement of the assessments. Section 4. Improvements. The improvements which shall be provided for such property by and through the assessments levied annually thereon include the following: (a) The installation, maintenance and servicing of residential street lights; Section 5. Annexation to Assessment District. The property which is proposed to be annexed to the Assessment District is all the property that is in the Temecula Community Services District and which is described in Exhibit "A" attached hereto and by this reference made a part hereof ("Subject Property"). Upon the completion of the annexation proceedings, the N property proposed to be annexed will be included in the Assessment District. The boundaries of the annexation are further described and shown in the Report. Section 6. Report and Assessments. The Report, which is on file with the Clerk of the Board, and which has been presented to the Board at the meeting at which this resolution is adopted, is approved. Reference is made to the Report for a full and detailed description of the improvements, the boundaries of the annexation, the assessments which are proposed to be levied on the assessable lots and parcels of land in the annexation as a part of the Assessment District for Fiscal Year 2023-24. Section 7. Duration of Assessments. The assessments shall be levied on all parcels of assessable property in the annexation, as identified in the Report, so long as the assessments are necessary to finance the improvements specified in Section 4 hereof and the maintenance and servicing thereof. Section 8. Hearing. The public hearing on the proposed annexation of the Subject Property to the Assessment District and the assessments which are proposed to be levied for Fiscal Year 2023-24 and which is required by Sections 22587 through 22594 and 22624 through 22629 of the California Streets and Highways Code and Section 53753 of the California Government Code, and Proposition 218 shall be held at 6:00 p.m. on January 24, 2023, in the City Council Chambers at 41000 Main Street, Temecula, California. Section 9. Notice of Hearing and Ballots. The Clerk of the board shall mail a notice of the proposed annexation, the proposed assessments and of the time, date and place of the public hearing, as specified in Section 8 hereof, to the record owner of each parcel of property identified in the Report. Such notice shall specify the total amount of the assessment chargeable to all the property within the annexation, the amount chargeable to each owner's particular parcel, the duration of the assessments, the reason for the assessments and the basis upon which the amounts of the proposed assessments were calculated, together with the date, time and location of the public hearing, as specified in Section 8 hereof. The notice shall include, in a conspicuous place, thereon, a summary of the procedures applicable to the completion, return and tabulation of the assessment ballots which will accompany the notice and shall include a statement that the existence of a majority protest will result in the assessments not being levied, and that a majority protest will exist if, upon the conclusion of the hearing, assessment ballots submitted in opposition to the assessments exceed the assessment ballots submitted in favor of the assessments based on financial obligation. There shall be included with each such notice mailed to owner of identified parcels within the annexation an assessment ballot which includes the District's address for receipt of any ballot when completed by any owner receiving such notice whereby such owner may indicate his or her name, reasonable identification of the parcel and support or opposition to the proposed assessments. The notice and the assessment ballots shall conform in all respects to the requirements of subdivisions (b) and (c) of Section 53753 of the California Government Code and Article XIII(D) of the California Constitution. Should there be any conflict between the Act and Proposition 218, Proposition 218 shall control. 3 Section 10. If Maiority Protest Exists If a maiority protest exists, the Board shall not undergo another District -initiated petition under the Act for at least twelve (12) months from the hearing date thereof, unless otherwise provided by law. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 29th day of November, 2022. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 2022- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 291h day of November, 2022, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: UIWIIKWQ:••'b a U: :_ ABSENT: BOARD MEMBERS: Randi Johl, Secretary 5 EXHIBIT A DESCRIPTION OF PROPOSED TERRITORY TO BE ANNEXED The properties proposed to be annexed into Service Level B of the Temecula Community Services District are identified by Riverside County Assessor's Parcel Numbers (APN) in the Preliminary Annexation Engineer's Report - Appendix A — Assessment Roll. Webb MUNIC-IIIAL t-Ii Preliminary Annexation Engineer's Report Fiscal Year 2023-2024 Temecula Community Services District Service Level 6 Prepared For is a The Heart of Southern California Wine Country November 2022 Table of Contents Sections Tables Section i. Engineer's Statement Section 1. Plans and Specifications_ Section 2. Method of Apportionment Section 3. Budget 2 4 Table 3-1. Operating Budget for Service Level B 4 Appendices Appendix A. Tax Roll A-1 Appendix B. Assessment Diagram B-1 i. Engineer's Statement AGENCY: CITY OF TEMECULA PROJECT: TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B TO: BOARD OF DIRECTORS CITY OF TEMECULA STATE OF CALIFORNIA REPORT PURSUANT TO "LANDSCAPING AND LIGHTING ACT OF 1972" Pursuant to Articles XIII D, Section 4 of the California Constitution, the Proposition 218 Omnibus Implementation Act and the Landscape and Lighting Act of 1972 this Report is prepared and presented to the Board to describe and outline the proposed annexation of territory into Temecula Community Services District Service Level B (the "District"). The Board will conduct a noticed public hearing to consider public comments and written protests regarding the annexation and levy of the parcels within the proposed annexation territory. Upon conclusion of the public hearing, property owner protest ballots received will be tabulated to determine whether a majority protest exists. The Board will confirm the results of the balloting once the ballot tabulation is completed. If a majority protest exists, further proceedings to implement the proposed annexation and levy of assessments shall be abandoned at that time. If tabulation of the ballots indicates that a majority protest does not exist for the proposed annexation and levy of assessments, the Board may adopt this Report and confirm the annexation of territory and levy of assessments as presented herein. In such case, the levy information will be submitted to the Riverside County Auditor/Controller and included as Assessments on the property tax roll for Fiscal Year 2023-2024. SECTION 1 The PLANS AND SPECIFICATIONS describe the annexation territory and the overall nature and extent of the improvements and services provided. SECTION 2 The METHOD OF APPORTIONMENT outlines the method of calculating each property's proportional special benefit necessary to calculate the property's annual assessment. This method of apportionment is consistent with the previously adopted method of apportionment for Service Level B that was approved by the property owners in a protest ballot proceeding conducted when the Service Level was formed. SECTION 3 A BUDGET showing the estimated annual costs to operate, maintain and service the local lighting improvements and appurtenant facilities within the annexation territory. SECTION 4 An ASSESSMENT ROLL with the proposed assessment amounts to be levied and collected in Fiscal Year 2023-2024 for each parcel based on the parcel's calculated proportional special benefit as outlined in the Method of Apportionment and the annual assessment rates established by the estimated budgets. SECTION 5 ASSESSMENT DIAGRAM showing the boundaries of the proposed annexation territory. Parcel identification, the lines and dimensions of each lot, parcel, and subdivision of land within the annexation territory are shown on the Riverside County Assessor's Parcel Maps and shall include any subsequent lot line adjustments or parcel changes therein. Reference is hereby made to the Riverside County Assessor's Parcel Maps for a detailed description of the lines and dimensions of each lot and parcel of land within the annexation territory. Temecula Community Services District Service Level B Engineer's Report —Annexation. for Fiscal Year 2023-2024 i. Engineer's Statement I Matthew E. Webb, a Professional Civil Engineer (employed at Albert A. Webb Associates and retained through an agreement between Webb Municipal Finance, LLC and my employer), acting on behalf of the Temecula Community Services District, pursuant to the TSD Law", do hereby submit the following: The District requested Webb Municipal Finance, LLC, to prepare and file an Engineer's Annexation Report for Temecula Community Services District Service Level B, pursuant to Article XIII D, Section 4 of the California Constitution, presenting plans and specifications describing the general nature, location and extent of the improvements to be maintained, an estimate of the costs of the maintenance, operations, and servicing of the improvements for Service Level B, for the referenced Fiscal Year, an assessment of the estimated costs of the maintenance, operations, and servicing the improvements, assessing the net amount upon all assessable lots and/or parcels within the proposed annexation territory in proportion to the special benefit received; Reference is hereby made to the Riverside County Assessor's maps for a detailed description of the lines and dimensions of parcels within the District. The undersigned respectfully submits the enclosed Report as directed by the Board of Directors of the Temecula Community Services District. Please note that Albert A. Webb Associates provides engineering advice and related consulting services. Albert A. Webb Associates is not a registered municipal advisor and does not participate in municipal advisory activities, and nothing in this Engineer's Report is or should be interpreted to be municipal advisory services or advice. Temecula Community Services District Service Level B Engineer's Report —Annexation. for Fiscal Year 2023-2024 II i. Engineer's Statement Executed this day of 2022. //FRpEESs�O�� z Li NO 37385 rn s� CIVIC- 1P bF ALBERT A. WEBB ASSOCIATES MATTHEW E. WEBB PROFESSIONAL CIVIL ENGINEER NO. 37385 ENGINEER OF WORK ON BEHALF OF THE CITY OF TEMECULA AND THE TEMECULA COMMUNITY SERVICES DISTRICT STATE OF CALIFORNIA Final approval, confirmation and levy of the annexation territory and all matters in the Engineer's Report were made on the day of 2022, by adoption of Resolution No. by the Board of Directors. CITY CLERK CITY OF TEMECULA STATE OF CALIFORNIA A copy of the Tax Roll and Engineer's Annexation Report were filed in the office of the City Clerk on the day of 12022. CITY CLERK CITY OF TEMECULA STATE OF CALIFORNIA Temecula Community Services District Service Level B Engineer's Report —Annexation for Fiscal Year 2023-2024 1. Plans and Specifications The territory within the proposed annexation, consists of lots or parcels of land within the District, which is coterminous with the City of Temecula boundary. The purpose of the District is to provide through annual assessments, funding for the ongoing operation, maintenance, utility costs, and administration of residential streetlights. Temecula Services District Service Level B Engineer's Report —Annexation. for Fiscal Year 2023-2024 2. Methodology Proposition 218 Compliance On November 5, 1996, California voters approved Proposition 218, entitled the "Right to Vote on Taxes Act," which added Article XIII D to the California Constitution. While its title refers only to taxes, Proposition 218 establishes new procedural requirements for the formation and administration of assessment districts. Proposition 218 also requires that with certain specified exceptions, which are described below, all existing assessment districts must be ratified by the property owners within the District using the new procedures. Some of these exceptions include: 1. Any assessments imposed exclusively to finance the capital cost or maintenance and operation expenses for streets. 2. Any assessments levied pursuant to a petition signed by the persons owning all of the parcels subject to the assessment at the time the assessment was initially imposed. However, even if assessments are initially exempt from Proposition 218, if the assessments are increased in the future, the City will need to comply with the provisions of Proposition 218 for that portion of the increased assessment formula. Proposition 218 does not define the term "streets," however, based on the opinions of the public agency officials, attorneys, assessment engineers, and Senate Bill 919, it has been determined that streets include all public improvements located within the street rights -of -way. This would include median and parkway landscaping, traffic signals, safety lighting, and street lighting. Proposition 218 defines "assessment" as "any levy or charge upon real property by an agency for a special benefit conferred upon the real property." Cal. Const., art. XIII D, §2(b). A special assessment, sometimes called a "benefit assessment," is a charge generally levied upon parcels of real property to pay for benefits the parcels receive from local improvements. Special assessments are levied according to statutory authority granted by the Legislature or, in some instances, local charters. Distinguishing among taxes, fees, and assessments can be difficult and often depends on the context in which the distinction is made. For example, taxes, assessments, and property -related fees all may be imposed on property. The key feature that distinguishes an assessment from a tax, fee, or charge is the existence of a special benefit to real property. Without identifying a special benefit, there can be no assessment. Distinguishing General and Special Benefit Proposition 218 added a set of procedures and requirements, which a local government must follow to levy an assessment. In addition to notice, hearing, and assessment ballot proceedings, Proposition 218 provides that "only special benefits are assessable" and requires a local government to "separate the general benefits from the special benefits conferred on a parcel." By its nature, most public improvements financed through an assessment district contain an element of public benefit. The test is: does there exist, with relation to the improvement, a special benefit to the property assessed? The law requires the portion of the cost of the improvement, which benefits the public generally, to be separated from that portion of the cost of the improvement, which specially benefits assessed properties. Proposition 218 provides the following definition of "special benefit": "Special benefit" means a particular and distinct benefit over and above general benefits conferred on real property located in the district or to the public at large. General enhancement of property value does not constitute "special benefit". Temecula Services District Service Level B 2 Engineer's Report —Annexation. for Fiscal Year 2023-2024 2. Methodology Method of Apportionment Pursuant to the Landscaping and Lighting Act of 1972 and Article XIII D of the Constitution of the State of California, all parcels that have special benefit conferred upon them as a result of the maintenance and operation of improvements shall be identified, and the proportionate special benefit derived by each identified parcel shall be determined in relationship to the entire cost of the maintenance and operation of the improvements. Only parcels that receive direct special benefit are assessed, and each parcel is assessed in proportion to the estimated benefit received. To assess benefits equitably it is necessary to calculate each property's relative share of the special benefits conferred by the funded improvements and service. The Equivalent Dwelling Unit (EDU) method of assessment apportionment is utilized in this District and establishes a basic unit (base value) of benefit and then calculates the benefit derived by each assessed parcel as a multiple (or a fraction) of that basic unit. For the purposes of this Engineer's Report, an EDU is the quantum of benefit derived from the various improvements by a single- family residential parcel. The single-family residential parcel has been selected as the basic unit for the calculation of assessments since it represents the majority of the parcels in the District. Thus, the "benchmark" property (the single-family residential parcel) derives one EDU of benefit and is assigned 1.00 Equivalent Dwelling Unit. The Assessment for Single -Family parcels within the District is therefore calculated by dividing the total District Assessment by the total number of Equivalent Dwelling Units to determine the Annual Assessment per Equivalent Dwelling Unit or Single -Family parcel. Total District Balance to Levy (Budgeted) / Total Number of EDUs (Total Residential Lots + Assigned Condominium Units) = Assessment per EDU/Parcel The district includes all developed single-family residential parcels, condominiums, and residential vacant lots for which the District provides ongoing servicing, operation, and maintenance of local street lighting improvements. The current rate and charge for Service Level B is $25.68 per residential lot ($12.84 per condominium unit within Specific Plans) and shall be applied to developed and undeveloped residential parcels. Temecula Services District Service Level B 3 Engineer's Report —Annexation. for Fiscal Year 2023-2024 3. Budget Table 3-1 Estimated Service Levels B Annexation Operating Budget Summary for Fiscal Year 2023-2024 Budget Item Level B 192 Level B Annexation OPERATIONS MAINTENANCE Property Tax Administrative Fees $13,530 $296 Street Lighting $488,500 $10,670 Subtotal Operations Maintenance $488,500 $10,670 TOTAL DIRECT DISTRICT COSTS $502,030 $10,965 EXPEN DITU RES/REVEN U ES Contingency Reserve $0 $0 TOTAL EXPENDITURES / REVENUES $502,030 $10,965 CONTRIBUTIONS Other Contributions ($138,737) ($3,030) TOTAL COLLECTION/CONTRIBUTIONS ($138,737) ($3,030) Balance to Levy .•eted) $640,767 $13,996 Number of Parcels 545 Number of EDUs 545 Assessment Rate per EDU $25.68 Temecula Services District Service Level B Engineer's Report —Annexation for Fiscal Year 2023-2024 APPENDIX A Assessment Roll Service Level B Annexation Assessment Roll .. 964650001 1 $ 25.68 964650002 1 $ 25.68 964650003 1 $ 25.68 964650004 1 $ 25.68 964650005 1 $ 25.68 964650006 1 $ 25.68 964650007 1 $ 25.68 964650008 1 $ 25.68 964650009 1 $ 25.68 964650010 1 $ 25.68 964650011 1 $ 25.68 964650012 1 $ 25.68 964650013 1 $ 25.68 964650014 1 $ 25.68 964651001 1 $ 25.68 964651002 1 $ 25.68 964651003 1 $ 25.68 964651004 1 $ 25.68 964651005 1 $ 25.68 964651006 1 $ 25.68 964651007 1 $ 25.68 964651008 1 $ 25.68 964651009 1 $ 25.68 964651010 1 $ 25.68 964651011 1 $ 25.68 964651012 1 $ 25.68 964651013 1 $ 25.68 964651014 1 $ 25.68 964651015 1 $ 25.68 964652001 1 $ 25.68 964652002 1 $ 25.68 964652003 1 $ 25.68 964652004 1 $ 25.68 964652005 1 $ 25.68 964652006 1 $ 25.68 964652007 1 $ 25.68 964652008 1 $ 25.68 964652009 1 $ 25.68 964652010 1 $ 25.68 964652011 1 $ 25.68 964652012 1 $ 25.68 .• 964652013 1 $ 25.68 964652014 1 $ 25.68 964652015 1 $ 25.68 964652016 1 $ 25.68 964652017 1 $ 25.68 964652018 1 $ 25.68 964652019 1 $ 25.68 964652020 1 $ 25.68 964652021 1 $ 25.68 964652022 1 $ 25.68 964652023 1 $ 25.68 964652024 1 $ 25.68 964652025 1 $ 25.68 964652026 1 $ 25.68 964653001 1 $ 25.68 964653002 1 $ 25.68 964653003 1 $ 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CSD 2022- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA, INITIATING PROCEEDINGS TO ANNEX PROPERTY TO SERVICE LEVEL B FOR FISCAL YEAR 2023-24 WHEREAS, the Board of Directors (the "Board") of the Temecula Community Services District (the "District") of the City of Temecula desires to undertake proceedings pursuant to the provisions of the Landscape and Lighting Act of 1972, Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (hereafter referred to as the "Act"), to annex certain property, to Service Level B of the District (the "Assessment District") for the purpose of funding Residential Street Lighting; and WHEREAS, the Board of Directors has retained Webb Municipal Finance, LLC. for the purpose of preparing and filing the Engineer's Report and assisting in the public hearing and formation process of the proposed annexation. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Temecula Community Services District of the City of Temecula, California as follows: Section 1. Recitals That the Recitals set forth above are true and correct. Section 2. Engineer's Report The Board of Directors hereby orders Webb Municipal Finance, LLC. to prepare and file with the Clerk of the Board the Engineer's Report (the "Report") concerning the annexation of property, to the Assessment District in accordance with the Act and the laws of the State of California. Section 3. Improvements The improvements shall include the maintenance and servicing of residential street lighting. Section 4. Severability That the Board of Directors declares that, should any provision, section, paragraph, sentence or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of the Resolution as hereby adopted shall remain in full force and effect Section 5. Effective Date That this Resolution shall take effect upon its adoption. Section 6. Certification That the Clerk of the Board shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 29th day of November, 2022. James Stewart, President ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 2022- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 291h day of November, 2022, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: UIWIIKWQ:••'b a U: :_ ABSENT: BOARD MEMBERS: Randi Johl, Secretary 3 Item No. 13 THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Director of Finance DATE: November 29, 2022 SUBJECT: Approve Financial Statements for the 4th Quarter Ended June 30, 2022 PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the Board of Directors: 1. Receive and file the financial statements for the 4th quarter ended June 30, 2022, and 2. Approve the following Fiscal Year 2021-22 appropriations: a. SARDA Operating Transfer Out to the Affordable Housing Fund $250,000 b. SARDA Contributions to City (Las Haciendas CIP) $7,166,608 Appropriations were included in the Fiscal Year 2021-22 Budget, but were erroneously excluded from the budget entry into the City's Financial System. BACKGROUND: The attached Financial Statements reflect the unaudited activity of the Successor Agency to the Temecula Redevelopment Agency for the 4th Quarter Ended June 30, 2022. FISCAL IMPACT: None ATTACHMENTS: SARDA Fund Summary AMA \� a` C7""� 1 1 The Heart of Southern California Wine Country FUND: 380 - SARDA DEBT SERVICE FUND City of Temecula Fiscal Year 2021-22 Quarterly Budget Report 2021-22 Year to Date 2021-22 Q4 % Change 2020-21 Current Actuals Revised Requested from Current Description Actuals Budget 6-30-2022 Budget Adjustments Budget Revenues by Source Taxes and Franchises Redevelopment Property Tax Fund Distribution 0 6,151,844 0 6,151,844 0 0.0% Use of Money and Property Investment Interest 4,547 6,800 11,926 6,800 0 0.0% Operating Transfers In Operating Transfers In 6,138,386 0 9,636,926 0 0 0.0% Total Revenues and Other Sources 6,142,933 6,158,644 9,648,852 6,158,644 0 0.0% Expenditures by Category Operations & Maintenance 1,571,543 306,172 1,571,207 306,172 0 0.0% Debt Service - Principal 0 2,445,000 0 2,445,000 0 0.0% Debt Service - Interest 3,152,481 3,152,481 3,070,844 3,152,481 0 0.0% Transfers 250,000 0 7,416,607 7,416,608 7,416,608 100.0% Total Expenditures and Other Financing Uses 4,974,024 5,903,653 12,058,657 13,320,261 7,416,608 125.63% Excess of Revenues Over (Under) Expenditures 1,168,909 254,991 (2,409,805) (7,161,617) (7,416,608) -2,908.57% Fund Balance, Beginning of Year (34,951,786) (33,782,877) (33,782,877) (33,782,877) Fund Balance, End of Year (33,782,877) (33,527,886) (36,192,682) (40,944,494) Fund Description The Successor Agency to the Redevelopment Agency (SARDA) Debt Service Fund was established to account for payment obligations of the Successor Agency as a result of the State's dissolution of Redevelopment Agencies. This is a private -purpose trust fund that is used to account for resources held and administered by the SARDA acting in a fiduciary capacity for other governments. Item No. 14 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Deputy City Manager DATE: November 29, 2022 SUBJECT: Approve Amendment to the Old Town Specific Plan to Revise Certain Development Standards and Land Use Standards PREPARED BY: Eric Jones, Associate Planner RECOMMENDATION: That the City Council adopt resolutions entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING ADDENDUM NO. 2 TO THE OLD TOWN SPECIFIC PLAN PROGRAM ENVIRONMENTAL IMPACT REPORT (SCH NO.2009071049) RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AMENDMENT NO. 10 TO THE OLD TOWN SPECIFIC PLAN (SP-5) (LONG RANGE PROJECT NO. LR21-0279) BACKGROUND: On May 25, 2010, the City Council adopted Ordinance 10-09 to approve a comprehensive amendment to the Old Town Specific Plan (OTSP). This specific plan amendment utilized form -based zoning to establish standards for building placement, building form, and building type to facilitate pedestrian friendly development, and emphasized implementation of these standards over specific land uses. While land uses are addressed in the Specific Plan, more emphasis was placed on the form -based development standards considering that specific uses will come and go over the life of the building, and if the appropriate types of buildings for a pedestrian oriented downtown were developed within Old Town, the appropriate types of land uses would also occur as a result. Since the adoption of the 2010 Specific Plan Amendment, staff has had the opportunity to implement the plan on a variety of projects. These projects have ranged from simple land use determinations to complex development plan applications. Staff has also received feedback from applicants regarding their experiences working with the Specific Plan. Staff s implementation of the plan, as well as the candid dialogue with applicants, have provided an opportunity to discover areas of the document that require amendment. Staff has identified nine amendments that will allow for refinement of the document. The amendments consist of simple clerical revisions as well as land use and development standard revisions that will provide greater flexibility for the development community and staff when working with the OTSP. A discussion of each amendment is below: 1. Revise maximum building height standards for three and four-story buildings in the Downtown Core from fifty feet to fifty-five feet: Applicants have expressed concern that the new California Mechanical and Energy Codes make it difficult to fit equipment such as ducting between floors in structures that have a maximum height of fifty feet. City building inspection staff have validated this concern. The extra five feet of height proposed will allow applicants greater flexibility when designing their projects. 2. Create Raised Commercial Porch Frontage Type: The OTSP currently contains a variety of building frontage types for applicants to choose from. The addition of a Raised Commercial Front Porch Frontage Type will allow structures to incorporate a two -foot - high raised porch. This height is ideal for applicants that wish to incorporate outdoor dining space in their building design. 3. Revise commercial ground floor facade standards: The OTSP currently prohibits aluminum shop front material and spandrel panels across the bulkhead only. The bulkhead is the area of the building typically found between the finished grade and first floor shop windows. The proposed amendment will prohibit these materials across the entire ground floor facade and not just the bulkhead. 4. Revise parking structure setback standards: The OTSP currently states that parking areas (including structures) shall be placed at least twenty -feet (preferably 50-feet) behind the build -to -line. The specific plan includes a footnote stating that this requirement shall apply to all stories. The amendment will revise the specific plan to state that parking structure levels above the ground floor can be built to the build -to -line. This will increase the amount of square footage available for parking. 5. Revise architectural guidelines to clarify the need for varied rooflines and create standards for fencing in Old Town not associated with dining uses: The OTSP language will be amended to ensure building facades that exceed fifty feet incorporate varied rooflines in their design. This requirement is consistent with the City of Temecula Design Guidelines and will help create visual interest for structures. Requirements for fencing not associated with dining uses will be added. The new requirements will be consistent with the existing OTSP fencing requirements for fencing associated with dining. Chain link will be added to the list of prohibited materials. 6. Revise non -conforming use language for Neighborhood Residential and Limited Mixed -Use Zones: The OTSP currently states that single-family homes within the Neighborhood Residential Zone are not subject to Section III.G (Non -Conforming Uses and Structures). Single-family homes within the Residential/Limited Mixed Use (R/LMU) zone should have also been included in this section but were not. The amendment will ensure these homes are now included. 7. Revise alley requirements to clarify utility locations: The OTSP includes provisions to ensure utility equipment is placed within an alley when one exists. The amendment will revise this language to also ensure the equipment is placed underground in an alley unless proven unfeasible by the utility provider. 8. Amend the Use Matrix to allow beer tasting, escape rooms, entertainment, and restaurant definitions. The nightclub category will be removed from the Use Matrix: The Use Matrix will be revised to include beer tasting and escape rooms. These uses will require the approval of a Conditional Use Permit (CUP). The amendment will also include the recently approved entertainment license as well as restaurant definitions. Nightclubs will also be removed from the Use Matrix since these uses will now be categorized under the entertainment license provisions. 9. Revise language related to Bed and Breakfast establishments: Currently, the OTSP does not require a minimum lot size or that the primary residence be the principle use of the site. The City of Temecula Municipal Code requires that Bed and Breakfast establishments be developed on a minimum lot size of sixty thousand square feet. The Code also requires that the primary residence be the principal use of the site. The City desires consistency between the OTSP and Municipal Code. The amendment will revise the language to ensure that bed and breakfast establishments in Old Town are fully consistent with the Municipal Code. These amendments were heard by the Planning Commission at a regularly scheduled public meetings on October 19, 2022. The Planning Commission voted unanimously to recommend City Council approval. ENVIRONMENTAL: In accordance with the California Environmental Quality Act (CEQA), the proposed Specific Plan amendment will not have a significant impact upon the environment based on a completed EIR Addendum (No. 2). As a result, the City Council will take action on a recommendation to adopt an EIR Addendum in compliance with CEQA Section 15164. FISCAL IMPACT: None ATTACHMENTS: 1. Aerial Map 2. City Council Resolution — EIR Addendum 3. Exhibit A — EIR Addendum 4. City Council Resolution — Specific Plan Amendment 5. Exhibit A — Specific Plan Amendment (Underline/Strikeout) 6. Planning Commission Resolution No. 2022-32 — EIR Addendum 7. Planning Commission Resolution No. 2022-33 — Specific Plan Amendment 8. 10/19/202 Planning Commission Staff Report 9. Notice of Public Hearing 10. Draft Notice of Determination with County Clerk CITY OF TEMECULA LR21-0279 1 inch = 500 feet 1:6,000 0 200 400 800 Feet � _ -N Date Created: 10/26/2022 The Heart of Southern California Wine Country The map LR21-0279.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 hftps://temerulaca.gov/gis RESOLUTION NO.2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING ADDENDUM NO. 2 TO THE OLD TOWN SPECIFIC PLAN PROGRAM ENVIRONMENTAL IMPACT REPORT (SCH NO. 2009071049) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council does hereby find, determine and declare that: A. In May 2010, the City Council of the City of Temecula approved a comprehensive amendment to the Old Town Specific Plan ("Specific Plan"). At that time, the City certified a Final Program Environmental Impact Report, State Clearing House No. 2009071049 ("EIR"), to comply with the requirements of the California Environmental Quality Act ("CEQA") for approval of the Specific Plan Amendment. B. Addendum No. 1 to the Old Town Specific Plan Final Program Environmental Impact Report was adopted May 26, 2020. C. The Specific Plan provides standards and guidelines for development. Amendment N. 10 to the Specific Plan would update and modify those standards to allow for revisions to certain development and land use standards. D. Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report, addresses potential environmental impacts that might result from the Specific Plan Amendment. E. The City has caused an Addendum No. 2 ("Addendum") to be prepared for the Specific Plan Amendment in accordance with Section 15164 of the CEQA Guidelines because the Specific Plan Amendment does not require the preparation of a new or Supplemental Environmental Impact Report pursuant to CEQA Guidelines section 15164. F. An Addendum need not be circulated for public review but is attached to the Final EIR in accordance with CEQA Guidelines Section 15164. G. The City Council has reviewed and considered the Addendum No. 2 in conjunction with the Program EIR. H. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report and proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. I. After hearing all written and oral testimony on the proposed actions and duly considering the comments, the Planning Commission adopted Resolution No. 2022-32 recommending to the City Council that Addendum No 2 to the Old Town Final Program Environmental Impact Report be approved. The Planning Commission also adopted Resolution No. 2022-33 recommending to the City Council that the proposed Amendment No 10 to the Old Town Specific Plan (SP-5) be approved. Resolution No. 2022-32 and Resolution No. 2022-33 are hereby incorporated herein by this reference as if set forth in full. J. On November 29, 2022, the City Council of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report and the proposed Amendment No.10 to the Old Town Specific Plan (SP-5) at which time all persons interested in the Project had the opportunity and address the City Council. K. The City Council has reviewed the findings made in this Resolution and finds that they are based upon substantial evidence that has been presented to the City Council in the record of proceedings. The documents, staff report, and other materials that constitute the record of proceedings on which this Resolution is based are on file and available for public examination on the City's website at www.TemeculaCA.gov. The City Council has independently reviewed and considered the contents of Addendum No. 2 prior to deciding whether to approve the Specific Plan Amendment. Section 2. Further Findings. Consistent with CEQA Guidelines Section 15164, the City Council finds and determines that Addendum No. 2 is the appropriate environmental document to analyze the proposed Amendment No. 10 to the Specific Plan ("Amendment") because: A. Some changes or additions to the Program EIR are necessary, but none of the conditions described in State CEQA Guidelines Section 15162 calling for the preparation of a subsequent EIR have occurred. B. There are no substantial changes proposed by the Amendment that will require major revisions of the previous Program EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; C. No substantial changes have occurred with respect to the circumstances under which the Amendment are undertaken that will require major revisions of the previous Program EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and D. There is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous N Program EIR was adopted or Addendum No. 1 was adopted, showing that: (a) the Amendment will have one or more significant effects not discussed in the Program EIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the Program EIR; (c) there are mitigation measures or alternatives previously found not to feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the City declines to adopt the mitigation measures or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the Program EIR would substantially reduce one or more significant effects on the environment, but the City declines to adopt the mitigation measure or alternative. Section 3. The City Council hereby adopts Addendum No. 2 which is attached hereto as Exhibit "A" and incorporated herein by this reference. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 29th day of November, 2022. ATTEST: Randi Johl, City Clerk [SEAL] Matt Rahn, Mayor 3 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 29th day of November, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk ADDENDUM NO. 2 TO OLD TOWN SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT (SCH# 2009071049) Prepared by the City of Temecula In its capacity as a Lead Agency PROJECT TITLE: Old Town Specific Plan Amendment #10 (LR21-0279) PROJECT APPLICANT: City of Temecula PROJECT DESCRIPTION: Planning Application No. LR21-0279, an amendment to the Old Town Specific Plan to revise certain development standards and land use standards. Proposed amendments include: 1. Revise maximum building height standards for three and four-story buildings in the Downtown Core district from 50 feet to 55 feet; 2. Add provisions to allow for raised outdoor patios (24-inch height) for commercial structures; 3. Revise commercial ground floor fagade standards to prohibit the use of aluminum shop front or spandrel panels; 4. Clarify existing parking structure setback language so that it applies to all parking structure stories; 5. Revise architectural guidelines to clarify varied roofline and fencing language; 6. Revise non -conforming use language for Residential and Limited Mixed -Use Zones so that it is consistent with existing language in the specific plan; 7. Revise alley requirements to clarify utility locations, trash service, and deliveries requirements; 8. Amend Use Matrix to allow beer tasting, escape rooms, and Entertainment Licenses; 9. Clarify existing language related to bed and breakfast establishments for consistency with the City of Temecula Municipal Code. PURPOSE: This addendum to the Environmental Impact Report is being prepared pursuant to CEQA Guidelines Section 15164 which allows for a lead agency to prepare an addendum to a previously adopted Environmental Impact Report. Specifically, CEQA Guidelines Section 15164(b) provides that an addendum to an adopted Environmental Impact Report may be prepared if only minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent Environmental Impact Report have occurred. Pursuant to CEQA Guidelines Section 15162, no subsequent Environmental Impact Report shall be prepared for the project unless, on a basis of substantial evidence in light of the whole record, one or more of the following is determined: 1. Substantial changes are proposed in the project that will require major revisions of the previous Environmental Impact Report due to the involvement of new, significant environmental effects or a substantial increase in the severity of previously identified significant effects; Old Town Specific Plan Amendment No. 10 (LR21-0279) Addendum to Initial Environmental Study 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the Environmental Impact Report due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3. New information of substantial importance identifies one or more significant effects not discussed in the previous Environmental Impact Report. FINDINGS CONCERNING ENVIRONMENTAL IMPACTS OF THE PROJECT: In accordance with the California Environmental Quality Act (CEQA), the environmental impacts of the original project were studied in a Final Program Environmental Impact Report ("FPEIR") (SCH# 2009071049) that was certified on May 11, 2010 and in a subsequent addenda prepared in May 26, 2020 which is now final. In compliance with CEQA Guidelines Section 15164 an Addendum to the EIR has been prepared which concludes that the proposed amendment to the Specific Plan which includes: Provisions to allow for raised outdoor patios (24-inch height) for commercial structures, revise commercial ground floor fagade standards to prohibit the use of aluminum shop front or spandrel panels, clarify existing parking structure setback language so that it applies to all parking structure stories, revise architectural guidelines to clarify varied roofline and fencing language, revise non -conforming use language for Residential and Limited Mixed -Use Zones so that it is consistent with existing language in the specific plan, revise alley requirements to clarify utility locations, trash service, and deliveries requirements, amend Use Matrix to allow beer tasting, escape rooms, and Entertainment Licenses, and clarify existing language related to bed and breakfast establishments do not result in any new or greater environmental impacts than were previously analyzed, disclosed, and mitigated and no further environmental review is necessary. None of the circumstances in CEQA Guidelines Section 15162 exist to require any additional environmental review and no further documentation is necessary with the exception of aesthetics due to increased building height. The project includes a revision to the maximum building height standards for three and four-story buildings in the Downtown Core District from 50 feet to 55 feet. An analysis of how this increase will impact aesthetics in the project area is below: AESTHETICS. Would the project: Less Than Potentially Significant With Less Than Issues and Supporting Information Sources Significant Mitigation Significant No Impact Incorporated Impact Impact a Have a substantial adverse effect on a scenic vista? X b Substantially damage scenic resources, including, but X not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? c Substantially degrade the existing visual character or X quality of the site and its surroundings? d Create a new source of substantial light or glare X which would adversely affect day or nighttime views in the area? Comments: C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@30191125\@BCL@30191125.doc Old Town Specific Plan Amendment No. 10 (LR21-0279) Addendum to Initial Environmental Study 1.a., b. According to the City of Temecula General Plan Community Design Element, the Old Town Specific Plan (OTSP) area is not identified has having any scenic vistas. In addition, the OTSP does not identify any scenic resources that include, but are not limited to, trees, rock outcroppings, or historic buildings within a State scenic highway. Furthermore, there are no State scenic highways identified within the project area. No impacts are anticipated. 1.c., d. A height increase from 50' to 55' for three and four-story structures will be permitted within the Downtown Core District of the OTSP as a result of the project. This district already allows for 100' hotel structures within the Hotel Overlay. Thus, the visual character of the district has already been analyzed with the incorporation of buildings that will be substantially taller than what is proposed. This is also true with how these 100' buildings will generate light, glare, and impact to day and nighttime views. The project will not allow buildings that are taller than the previously analyzed 100' height. Therefore, the project will not substantially degrade the existing visual character or quality of the project site or its surroundings nor will it adversely impact day or nighttime views in the area beyond what has already been analyzed. M Title: Date: C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@30191125\@BCL@30191125.doc RESOLUTION NO.2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AMENDMENT NO. 10 TO THE OLD TOWN SPECIFIC PLAN (SP-5) (LONG RANGE PROJECT NO. LR21-0279) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council does hereby find, determine, and declare that: A. The Old Town Specific Plan (SP-5) was approved by the City Council on February 22, 1994, by the adoption of Ordinance No. 94-05. Amendment No. 1 to the Old Town Specific Plan (SP-5) was approved on January 23, 1996, by the adoption of Ordinance No. 96-01. Amendment No. 2 to the Old Town Specific Plan (SP-5) was approved on May 13, 1997, by the adoption of Ordinance No. 97-06. Amendment No. 3 to the Old Town Specific Plan (SP-5) was approved on July 13, 1999, by the adoption of Ordinance No. 99-12. Amendment No. 4 to the Old Town Specific Plan (SP-5) was approved on October 10, 2000, by the adoption of Ordinance No. 00-11. Amendment No. 5 to the Old Town Specific Plan (SP-5) was approved on August 24, 2004, by the adoption of Ordinance No. 04-08. Amendment No. 6 to the Old Town Specific Plan (SP-5) was approved on June 13, 2006, by the adoption of Ordinance No. 06-07. Amendment No. 7 to the Old Town Specific Plan (SP-5) was approved on May 25, 2010, by the adoption of Ordinance No. 10-09. Amendment No. 8 to the Old Town Specific Plan (SP-5) was approved on September 5, 2017, by the adoption of Resolution No. 17.56. Amendment No. 9 to the Old Town Specific Plan (SP-5) was approved May 26, 2020, by the adoption of Resolution No. 2020-32. The Old Town Specific Plan as originally approved and as amended by Amendments Nos. 1-9 shall be referred to in this Resolution as the "Specific Plan". B. The City Council of the City of Temecula certified the Old Town Specific Plan Final Program Environmental Impact report ("FPEIR") on May 11, 2010. C. Addendum No. 1 to the Old Town Specific Plan FPEIR was adopted on May 26, 2020. D. Staff initiated Long Range Project No. LR21-0279, a Specific Plan Amendment, in a manner in accord with the City of Temecula General Plan and development Code. E. The project was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. F. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report and proposed Amendment No. 10 to the Old Town Specific (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. G. After hearing all written and oral testimony by staff and all written comments from the public on the proposed actions and duly considered the comments received, the Planning Commission Adopted Resolution No. 2022-32 recommending to the City Council that the Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report be approved. The Planning Commission also adopted Resolution No. 2022-33 recommending to the City Council that the proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) be approved. Resolution No. 2023-32 and Resolution No. 2023-33 are hereby incorporated herein by this reference as if set forth in full. H. All legal preconditions to the adoption of the Resolution have occurred. Section 2. Further Findings. The City Council, in approving Amendment No. 10 to the Old Town Specific Plan (SP-5) hereby finds, determines and declares that: A. The proposed Specific Plan Amendment is consistent with the General Plan and Development Code. The proposed Specific Plan Amendment conforms to the existing policies within the City of Temecula General Plan. The General Plan Land Use Element, as noted on page LU-26, anticipates that the City will provide comprehensive planning of large areas and identifies the Old Town Specific Plan as a specific plan area. The proposed Specific Plan Amendment is consistent with the General Plan Land Use Element Goal 7 of having "A viable, high quality Old Town Temecula area that enhances the City economically, preserves historic structures, and provides civic, cultural, shopping, and meeting and gathering places for tourists and residents. " The proposed Specific Plan Amendment also complies with all applicable Development Code standards required for Specific Plan amendments including Section 17.16.060 (amendments to approved plans) and Section 17.01.040 (relationship to the General Plan) and is consistent with the City of Temecula General Plan goals, policies and objectives. B. The proposed Specific Plan Amendment would not be detrimental to the public interest, health, safety, convenience or welfare of the City; The proposed Specific Plan Amendment has been reviewed pursuant to the City s General Plan and all applicable State laws and has been found to be consistent with the policies, guidelines, standards and regulations intended to ensure that the development within the Old Town Specific Plan area will be constructed and function in a manner consistent with the public health, safety, and welfare. C. The subject property is physically suitable for the requested land use designations and the anticipated land use developments. The Old Town Specific Plan consists of approximately 153 acres. As outlined in the Land Use Element of the City's General Plan (page LU-32), the purpose of a Specific Plan is to provide a comprehensive planning document for large areas so that a coordinated planning approach is provided for all anticipated land use developments. As such, the entire Specific Plan area has been reviewed based on existing structures and future build out potential and is physically suitable for the land use designations provided by the Amended Old Town Specific Plan. D. The proposed Specific Plan Amendment shall ensure the development of desirable character which will be compatible with existing and proposed development in the surrounding neighborhood. As identified within the City's General Plan Land Use Element (page LU-30), Old Town Temecula is a strong identification point for the City and the City desires to ensure that Old Town remains a focal point for social, cultural, civic, tourist, and economic development activities. The Old Town Specific Plan was originally adopted to support and complement the desirable character of Temecula's downtown and the proposed Amendment to the Old Town Specific Plan further supports its downtown character. The City's General Plan Land Use Element states that the City will continue to implement the Old Town Specific Plan and will modify or amend it as needed to respond to development trends in the area (LU-40). As such, the proposed Amendment to the Old Town Specific Plan provides a means to enhance the area economically while also ensuring the development of a desirable character compatible with existing and proposed development in Old Town and the surrounding area. Section 3. Approval of Amendment No. 10 to the Old Town Specific Plan (SP-5). The City Council of the City of Temecula hereby approves that certain Amendment No. 10 to the Old Town Specific Plan (SP-5) in substantially the form attached hereto as Exhibit "A". Section 4. City Manager Authorization. The City Manager is hereby authorized and directed to take all steps necessary to implement this Specific Plan Amendment. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 29th day of November, 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 29th day of November, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk MAW.%*.1DIM W101100-f.%V11ILV2IK ZJII2IQI6 IMPIRINIRM119hUll110M► 4101 32MINS12118111jell 011KI1I�I����M]Rs�M�C�1 A. Allowable Building Types and Building Height The table below outlines the allowable building types and building heights m the DcragAown Core and Downtown Core/Hotel Overlay district_ Additional standards related to Building Typez are addressed in Section E of this chapter and shall be applied to all projects in the Downtown Care and Dotiyntoun Core. -'Hotel Overlay district- Sections V-B and V.0 of the Design Guidelines Chapter, also discuss basic building forms and the architectural character that is required to reflect the historical context of Old Town Temecula and shall be applied to all building constructed in the Downtown Core and Dotiyntoun Core. -'Hotel Overlay district. The Design Guidelines contained in Chapter V shall be used in concert - ith the urban standards contained in this chapter- 1 Building Type and Building Frontage Standards Bhall be applied as required in Section E and F of this chapter. 2 Allowable Building Height in the Hotel Overlay is eight stories equivalent to no more than 100 feet to allow by right a full service boutique hotel with food service and conference facilities- ' Buildings adjacent to a designated historic structure that share a street frontage shall not be constructed more than one story or 25 feet higher than the historic structure, m the adjacent 25 feet of frontage - Table IV-S; Allowable Building Types and Building Height in the Downtown Core and Downtown CorelHotel Overlay District Allowable Building Building T�'pe1 Permitted Not Permitted Height niax. feet! stones z,a Rouhouse X ------- -- --- 3A 55 feet+n.ax++�um height iu-4. stories 59 55 fleet maximum heft in 3 stories; but up to 54 55 feet in four stories all..ed Courtyard Building X when at least one level is residential. of when one level is office and parking is o,�zded- 50 55 feet maximum heTh in 3 Stones; but up to 4M 55 feet in four stories when at Commercial B lack X least one level is residential, of when One level is office and parking is provided Detached House X NIA Duplex, Tfi-p1ex, Quad- N/A plea X Bungalow- Courtyard X City of Temecula — Old Town Specific Flan IV-20 IV. LAND USE AND 17RSAN DENTLOP1IIIENT STANDARDS — DOWNTOWN CORE AND DOWNTMAff COREJHOTEL OVERLAY DISTRICT Figziros IV-6a, b, c. Conceptual sketches of lypi:G oi!oivaNa buildmg height scernaios in Me Downtown Core and Downtown Core HoW Over4a4 District: Wm ---- ----- -- Elevation at Finished Grade of Sidewalk a. Typical Three -Story Scenario City of Temecula — Old Town Specific Plan Elevation at ' Finished Grade orSidewalk { b. Typical Four -Story Scenario e. Typical Eight -Story 5cenarlo==(Hotel) IV. LAND USE AND i RRAN DEVYID h1ENT STANDARDS - Da1vvNT0'%N'N CORE AI*-DDDRFNTONN-N COREMOTEL OVER .Y DISTRICT IV-6 d: Conceptual sketch of altowable buileiing hefghr (typical) ix relatfansh�p to flee fnishedgrade of the side,calk whe€z tyre buildmg fracades are located an a slope. 55' Finished Grade at Sidewalk Front St. City of Temecula — Old Town Specific Plan K� wl . •e at m �Z=M OR Sidewalk Finished Grad at Sidewalk Mercedes St. N. LAND USE AND URBAN DEVELOMEENT STANDARDS F. BUILDING FRONTAGE STANDARDS This aection identifies the seven frontage types that are allowed within the Old Torero Specific Plan area_ Each frontage type is subject to the Urban Standards and requirements for each zoning district as outlined in Section IV.D (Urban Standards) of this chapter_ The frontage t}-pes allowed in Old Town are as follows and are organized and discussed in more detail in the following section_ ■ Shopfront ■ Arcade • Gallery • Taro -Stare Callery a Forecourt • Stoop • Porch ■ Raised Commerci,-1 Parch Additionally, this sec_:.:t :_i•_ludes a discussion of, and provides specific requ:ienie=it_ and standards for, all commercial ground floor facades regardless of frontage t}Te. City of Temecula — Old Town Specific Plan IV. LAND USE AND L7RS dim DEVEIDPl1IENT STANDARDS h_ Raised Commercial Porch A Raised Commercial Front Porch type is for commercial building types that have a raised first floor porch and entry_ Exterior stairs and a raised porch provide accesF, to the commercial uses_ The porch landing is positioned at the build -to -line, and the stairs and pedestrian pathway to the Porch extend into the area between the Porch landing and the property line (the "Frontage Ions"). The exterior stain may be perpendicular and. -'or parallel to the sidewalk. The Parch may incorporate all elevation< faciti the public right -of way- Porch material finish shall be architecturally compatible with the stractxue_ The elevation of the Porch shall be no more than 24 inches above the adj oining sidewalk_ City of Temecula — Old Town Specific Plan Ii'-9 S IV. LAND USE AND UREA-Nti DEVELOPA•IENT STANDARDS 2. General Requirements for Commercial Ground Floor FaVades Except for historic structures or legal nonconforming HARDWARE Comlce! 2' to T structures, all commercial ground floor facades, 5ignage regardless of frontage t}pe, are subject to the fMllonrng general requirements: Transom j. A minimum of 75 percent of the ground floor shop 7M Awning 7 front fade shalt be �vindous. 12' floor C4 CtiffiIlg ii_ All VaYndoxvs shall be recessed no less than two Display rninimtun inches. All ground floor windoi s shall be framed with Windows molding no less than two inches ~ride. 4 iii. Entry doors may be recessed a maximum of six feet L L Bulkhead to create an exterior Door to Doors w/ Glass iv- Aluminum shop front or spandrel panels are not 2nd floor permitted materials forte commercial ground floor facades. v. Awnings may only- provide shade along the building HARDWARE Cornice/ �� to �� frontage and shall not corer the entire facade. si age Transom 12' floor Figure IV-56a (above) ; =. s 4 .. :.: < :N;:'z:: � <::d to ceiling Display above the aiss�:'.r.� �....^e,�s =�, ,:cc���:�.��:.�,� 7.n n]inirllurn awning. Windows Figure IV--SEb (bainw): Shopfront fagade simitgr to above, but without an awning band above Me dupk Bulkhead windows. Door to Doors w/ Glass 2nd floor City of Temecula — Old Town Specific Plan IV. LAND USE AND URBAN DEVELOPMENT STANDARDS — DOWNTOWN CORE AND DOWNTOR CORE'HOTEL OVERLAY DISTRICT iii. Allowable Parking Placement Parking and loading facilities mithL the Dotimtown Core and DDwutoti,m CoreMotel Orerlav district shall be placed on the site in accordance mith the following requirements: Table IV -a`: Parking Placement in the Downtown Core and Downtown Corellgotel Over District icallot Parlang Surface parldug, Subterranean: Facility- tuck under Setback parking, alley (behind build- loaded parldng, to line):T structured garage parkingl, podiums ar '3 A. Front Yard 20 feet from the 0 feet from Setback build -to line along property line (primary atreet the primary street frontage frontage; 50 feet is andior recommended= Murrieta Creek B. Side Street 20 feet minimum 0 feet from Setback from the build -to property line (secondary line along the street frontage secondary street on corner lot) frontage; 50 feet is recommended= C. Side Yard 0 t fr feeert" 0 ffrom Setback ro lineom roeet • line D. Rear Yard f feet from 0 feet from Setback (no properti line property line all E. Alley Rear 0 feet from 0 feet from Yard Setback property line property line Citv of Temecula — Old Towm Specific Plan Figure IY-4. ALT wable parkin; placement in doe DTC and DTCIHO district f¢r lots without 11 urrieta Creek frontage. V aU 51.1 c� E 'L a Curb Alley (where occurs) Side Street 1 All parking structure upper stories may be built to the build -to line. Parking �,etbzL:ti , apply to the parking level adjacent to the sidewalk_ T,_1_z:l :nd:-.idUzl :.etacnea earzee= are prc-.idev fol- are.- huilv_m- t-.rz thE; =_l=zl_ "c _•-cated at ie -ear _5 pelcert t11E ':te a_ c_ 3='ee:lEd i1cm the street. IV- 1? IV. LAND USE AND URBAN DEVELOMEENT STANDARDS - DOWNTOWN CORE AND DOWNTOWN COREIHOTEL OVERLAY DISTRICT Table YV-6: Parking Placement in the Downtown Care and Downtown coremotel Overlay pjgtTiGi_ ots with Murrieta Creek frontage) Parking Facility Surface, tuck under, Subterranean: Setback alley loaded, (behind build -to structured garage parkingl, and line):2 podium parking:3 A. Front Yard 20 feet from the 0 feet from tlae Setback (pnmzfy build -to line along build -to- line street frontage the primary street andior Alumeta. frontage; 5fl feet is Creek) recommended2 B. Side Street 20 feet minimum 0 fleet from the Setback from the build -to luxe build -to- line (secondary street a1mg the secondary frontage on street frontage; 50 corner lot) feet is recommeaded2 C. Side Yard 0 feet from property 0 feet from Setback line property line D. Rear Yard 5 feet from property 0 feet from Setback (no line propert,; litre all E. A8L-y Rear 0 feet from propem 0 feet from Yard Setback line property line hill parking structure upper stories may be built to the build -to line. 2Parking setbacks apply to the parking level adjacent to the sidewalk. Figure IYa: A Uowable parking placement in the DYC• aml DMHO disiricl far Iots with +idurrieta Creekfrontage. —Curb B f Y 01 1" f � da 0 I u D O%Vhen individual detached garages are provided for any building t= they shall be located at the rear 25 percent ofthe site and screened Emir the street_ Side Street Property Line _ Alley (where occurs) - - — -- City of Temecula — Old Town Specific Plan 1V-18 V. DESIGN GUIDELINES C. ARCHITECTURAL DESIGN GUIDELINES The architectural design guidelines for Old Tcau are organized into four topics: building farm, frontage type, architectural style, and materials_ While architectural principles are defined, variety and individual expression within this framework are encouraged. The community desires a character of anchitectttre and streetscape reflecting Temecula Valley's history, natural landscape and climate. 1. Building Form By 1930, the buildings on Main Street provided clear and well-defined edges to the public realm. Tke building facades were all positioned on the build -to line„ and the building farms were A=& simple volumes_ Variety on street edges was created through the use of various ilcrtaze roes (galleries, arcades, etc.). Future buildinf_ :n O j Tti "m are encouraged to reinforce this historic pattem through the _use of simple and clear building massing, enbvened with various frontage types. Building facades that exceed 50 linear feet should incorporate varying architectural expression, character, and rooflines so a3 to appear to be made up of carious smaller building facades. Figure V-26 illustrates some common examples of two, three and four-story building forms that are encouraged in Old Town. Tlie hez,,--: dashed line is 'he t-mld-to line on which the facade :nus, be p:sii:.:rev. -ne :Peaty solid line is the property line, and the d. _ible thin lines represent the curb. The 10-foot v6jde public sidewalk Les between the property line and the curb, and the 10- foot extension of the sidewalk onto private land lies betureen the property line and the had -to line_ Galleries, arcades, ammings, canopies, signage, etc. are located v idLia the 10 faet between the property line and the facade_ The realm of the streets is the primary puttee asset in Old Town- The goals fnr this public realm include clearly defined street edges, architecture with character, and a lively and interesting pedestrian experience_ While the private needs of tenants are met within the interior spaces, the public responsibility is to contribute to a clearly defined street providing a pleasant pedestrian experience. The fc ,,::-:n= section focuses on frontage types that may be ccrn'�-,xed with simple building harms to achieve these goals for the public realm- 2- Story 3-Story 3 Story + 4th Setback 3-Story + Forecourt r r 1 Y - r fy I fJ r v 9 Figure V-36. Examples ofperrnitledbuddutgforms irr Old Tow•rr City of Temecula - Old Town Specific Plan V-19 f Gates that are used in conjunction with the fencing should be of similar color and material as the fencing and should incorporate appropriate hardware to meet Building and Fire code requirements- g. The construction of decorative accent brick or store pilasters between stretches of fencing is recommended to add interest and variety to the outdoor dining or sidewalk cafe area. This is especially encouraged when the pilasters may be able to appropriately tie in building materials that have been used on the primary Amcture- h_ One pilaster is recommended for every 8 linear feet of fencing_ j The minimum fence height is 3F when alcoholic beverages will be sem-ed within the outdoor dmingisidewalk cafe area- It m encouraged that all fencing in Old Town be between the heights of 36 and 42". 1- Fencing and gates should be able to withstand outdoor use and be cons nually maintained in good condition, repair and quality at_all times. Figij r e I =111: smple affencing and landscaping - 1c Requirements for Fencing not associated with dining can be found in Section L_ 4. Landscape Treatment Guidelines a. The use of potted plants, flower boxes, and hanging plants are encouraged to soften outdoor dining and sidewalk cafes in Old Tvwa1 b. The incorporation of potted landscaping andlor landscape planters into the masonry walls. -pilasters of an outdoor dining or sidewalk cafe area is encouraged. Flower boxes are encouraged to be used in combination with barrier fencing. c. If a solid masonry hall is utilized as the barrier to delineate an outdoor dining or sidewalk cafe area, it should be softened with climbing vines or other landscape materials. Figure V-123: &xampie of landscape pla?der boxes mead as fencing_ Figure V-124 (abow): &xampfes of IGnd.rcrrpe treatmem& IA21 may be appropriate to soften ou0oor eati€rg areas or sidew-alk cafes. City of Temecula - Old Town Specific Plan V-80 V. DESIGN GUIDELINES L. FENCING NOT ASSOCIATED WITH DINING a. Appropriate fencing materials for commercial projects include, but are not limited to, decorative wrought iron, tubular steel, natural woad or materials that resemble natural wood, decorative masonry and landscape planter boxes_ Fences should be decoratne m nature and enhance the built emironment. Other materials may be considered and approved by the Director of Planning on a case -by -case basis, dependent upon the architectural compatibility, o,�erall desijn and appearance of the fencing materials_ b_ All proposed fencing shall require the rexiew and approval of a Modification Application and any appropriate building permits. r- One pilaster is required for every $ linear fleet of fencing. d. All fencing in the Downtown Core shall be between 36" and 42-_ Fencing in the Residential/Limited Mixed Use and Neighborhood Residential Districts shall be between 36" and 42-7 and no higher than 6 feet. e_ Fencing and gates shall be able to withstand outdoor use and shall be continually maintained in good condition, reparr, and quality at all times. f Chain link fencing material is not permitted_ City of Temecula — Old Town Specific Plan V-97 III. ADMIlYISTRATION AN➢ HISTORIC PRESERVATION F. RELATIONSHIP IO OTHER REGULATIONS All construction and development within the Old Town Specific Plan area shall comply with the applicable provisions of the California Building Code and u7th the various related mer-.hanical, electrical, and plumbing codes, and with the Fire Code_ In case a conflict arises between the provisions of the building and fire codes and this Specific Plan, the building and fire codes shall prevwl. G. NUN- CONFORMING USES AND STRUCTURES Where. at the time of passage of this Specific Plan, a lawful use of land or structure exists which would not be permitted by the regulations imposed by this Specific Plan- such use or structure may be oontinued indefinitely unless one of the following occurs: a If the non-confo:mir.g u_e vacates the property and the non-::.af::rz:r,=- use is not re- established within one year__ the use shall not be re- established-0 If the non -conforming use voluntarily vacates the property for any reascn after the year 2013, then the non-conf naming use shall not be re- established_ a If more than 50% of the non -conforming structure is damaged or destroyel the structure shall not be re-established. a If more than 25%. but less than 50% of the non -conforming structure is damaged or destroyed, the structure may be replaced if the emlerior of the repaired structure substantially conforms to the approved urban architectural standards and design guidelines contained Chapter 1_V and Chapter V of this Specific Plan. a Existing detached single-family residences in the Neighborhood Residential (NR) and ResidentiaMmiited Mixed Use MILMIJ) Districts are not subject to the requirements abvu-e and may be expanded subject to the approval of the Director of Planning. City of Temecula — Old Town Specific Plan III A r D191 ILI MI"IMI R IN a. - tilides j. There shall be no above ground utilities permitted to be located within the 20-foot public alleyway- ii. There shall be no landscaping within the 20A public alley,, ay, however landscaping may be proladed along the building fagade adjacent to an alley on private property- iii. Utilities shall be placed underground within the public alleyways in Old Town unless prmven infeasible by the utility- iv- Utilities &hg6M ghnil be placed in compliance with the Utility and Infrastructure Design Guidelines contained in Section Vx of this Specific Plan. v- Above ground utilities asp^ia„'a �sa'1 be placed an private property adjacent to the public alleyway within parking areas, landscape planters, building `-notch cuts," or utility rooms as to not encruach or obstruct the required 20 foot public alleyway. vi- All required utility easements shall be obtained and recorded as a condition of approval for de-Mopment vii. Buildings that are constructed adjacent to the public alleyways in Old To-a-n shall be designed to accommodate trash pickup from the public alleyways whenever feasible- The location of trash enclosures shall be considered in a building's design in_,order to accommodate adequate access for waste disgosal trucks- viii The construction of a concrete stress pad shall be required within an alleyway when the location of the trash enclosure dictates that traslx trucks access the alleyway on a regular bmh. City of Temecula — Old Town Specific Plan Figure fY=104: Akarrple of an wrban &ley- IV. LAND USE AND URBAN DEVE.10n-LENT STANDARDS TABLE IV -I: LAND USE 1LkMX LIST OF LTSES Residential -Limited -lilted-T.se (R(LMLO DonntoRn Core (DTC)IDowntolKn C o re -Hotel Overlap (DTCfHO) \ei-,hborhood Residential c t R) Adult Eutertdmmo<ent Businesses Alcoholic Be►wage Sales CLL C.- Ad Studio with or without a gal lam, PL P; - Bm, CocRail Lowige C1 C - Beer TastEg Estabhshmemd OL3 C1 ` — Bed and BmWast C C Coummunitk Care Facility (6 or Fewer) - P Cnummunitk Care Facility (7 to 14) - C Dar Cara -Preschool C1 C2 Dar Spa - (Full Service) P= P - Drive-thm Businesses (includes Pa&g establishments and banks) - Escape Rooms C C Farmers Markel C C - Health and fiWess, dance, martial arts studro Pl Pe Home Occupation P P P Ci ar:'Hook-ahClub batemembershi only) C C Hotel P' P} Enterta=eut See-Mimicrpal Cade$' 1° See MUrLjCLpal COW. L4 Massage Facilities - Museum P Neighboirkood market, gmmy store P: P Office AdministrmtverPLnfiessionall fedical pi, FO PerformiEg Arts P Personal yen Lecs Pl P, - Residakal - Attached P P° P Resideu ial - Detached - P Remduhal - LLva-W oLie C C C Restaurant witlwut Alcchd P, P`, Restaurant with Beer and Wine r P9 — Restauraut with Beer, brine, and Distilled Spirits C C Restaurant with Entertainment (not mcludin daj=. See Muaicipal Code' See Municipal Cade - Restaurant with FuterUmment and or Dancing See Niwucipal Code' See',rlunicipal Cade - City of Temecula - Old Town Specific Plan IV. LAND USE AND URBAN DENTLOPAIENT STANDARDS Retail Pi P - Tattoo Shidia - - Trade-Educahmal Institution Pi P. - Wine Pro I+S:zo Brew — J a 02 AEC License only) Pr P - R'ine Tasting Facih t 02 ABC License onl) Ps P` Wine Tasting FacilAy Cin C1.1 _ Except hotel operations, business aetivities u^ithin the ResidentialfLitnited A4ixed-Use and Neighborhood Residential during the hours of 12:00 a-m. and 3:00 a.m- shall require a Conditional Use Permit_ Any use not expheitly stated above shall require a use determination by the Planning Commission. P Use is permitted by right C Use is permitted with a Conditional Use Permit Use is not permitted 1. Use is limited to ground floor only. 2. These uses are limited to either the second floor (or higher) or to locations that do not front upon or open directly onto either Old Ti -n-a Front Street or Main Street 3_ This use is limited to locations that front Morena Road_ Full service hotel uses with food er: ice and conference facilities at heights greater than three stories but limited to eight stories may be considered under a Conditional Use Permit. Subject to the Supplemental Standards far hotels over 3 stories. 4. Full sen=ice hotel uses vith food service and conference facilities in the Downtowm Core -Hotel Overlay (DTCtHO) are allowed eight stories. Subject to the Supplemental Standard and Special Use Standards in Section IL .G of this chapter, for hotels over three stories. Outdoor entertainment is not permitted in Old Town. Cit4 sponsored signature events andlor events when the City is the applicant are exempt. Outdoor lire entertainment may be considered for private businesses in Old Town uith a Temporary Use Permit as appropriately conditioned limited to one event per quarter per Section IIIN- 6_ 0-found floor residential not permitted in the Downtawn Core area along Old Town Front Street and Main Street- 7- Shall include a =tc-e r .:it t-,tinff o3m. Premises with or without the product sale for off -site consumption is limited to a Department of Alcoholic Beverage Control License T_, pe C 2 k"Viren -: _negrower)_ S. Premises with or unthout the product sale for off -site consumption is limited to the Department of Alcoholic Beverage Control License Type 02 (IN':nen: '•l.'ineero,- er)- 9_ Oucacor D i r m— or 5 deuralk Cafes are permitted in conjunction with a restaurant subject to the review and apprrn.al of Minor _Modification or as approved with a Derelor.:r.eii: P't:r application- 10. Premises witi er -xithcat the product sale for off -site consumption applying for any Department of Alcoholic Beverage Control License type otlxer than a Type 02 (Rlinery Winegrower). 11_ Subject toCh£oter1'--5_ip_•lerienialDes. alcpmertSt-ndaidsoftheDm-elopmentCode_ 12_ This use is pemii-Led ,:i eithe- the -3ana 10 r or sac€ria lo,-r. 13. Premises with or without the product sale for off -site consumption is limited to the Department of Alcoholic Beverage Control License Type 23 (Small Beer Manufacturing — Duplicate) 14. Subject to Municipal Cade Section 9.10 (Entertainment License) City of Temecula — Old Town Specific Plan ai. LLR[lti:12 • Liz:it::l_ Aal: be :.cz.ev a: a t.:ri:l:m:ze =he impzct of l:g:ltL:l£ u on ad zceac buildu:gs aad properties, especially residential uses_ • Any lighting source, including illuminated signs, shall be positioned so than light does not shine directly into residential windotiLs_ ■ No outdoor lights shall be permitted that blink, revolve, flask or change intensity- 4. Ralcnnies, Patios, and Porches a. Intent Balconies, patxo5i and porches shall be maintained clean, orderly and free of clutter. All Turn shings shall be designed for outdoor use only. b. Requirements j. No permanent or temporary enclosure including shutters, blinds or partition shall be affixed to any area of the porch, patio or balcony_ If any change to the exterior appearance of the por* balcony or patio is desired, a minor modification shall be submitted to the Planning Department for review and approval ii. Freestanding spas, hot tubs or similar amenities shall be screened from public view. The placement of such items on balconies, patios and porches are subject to the re6ew and approval ofthe Direction of Planning. iii- Balconies„ patios and porches may not be used for 3tarage_ City of Temecula — Old Town Specific Plan iv. Clothing, sheets, blankets, laundry, water accessories or raft,, toys and similar objects slxsll not be hung from on exposed on the balconies, patios or porches. v. Planters containing lire, v e11 groomed plants are permitted pmi ided the plant does not extend beyond the interior of the balcony, patio or porch. No empty planters or planters containing dead, diseased or dying plants may be stored at any time within a balcony, patio or porch- If it is determined that plants are not being properly maintained, the Planning Director shall have the authority to require the property owner to remove or replace the plantings. i i_ Hoses on porches, patios and balconies shall be kept in a hose reel or hose hideaway. 5. Sed and Breakfast Establishments a. Intent The purpose of this section is to pmii de standards for the development and operation of Bed and Breakfast establishments in Old Tov4m- b. Requirements j. All Bed and Breakfast Establishments in Old Town shall comply with the pr av lions contained in Chapter 17.10 of the Temecula Municipal Code, exGept f9F t1ae c. Supplemental Requirements In addition to the requirements stated above, the following shall also apply to Bed and Breakfast Establishments u7thin the Specific Plan area: j. Off-street parking shall be provided at a ratio of one space for each bedroom available for vent in addition to the parking required for the primary dwelling unit_ ii. Signage shall be limited to one on -site sign not to exceed 6 square feet in area_ The sign may not be freestanding. 6. Full Service Hotels a. Intent Full -Service Hotels within Old Town shall provide quality hotel accommodations, with food service and conference facilities_ Full -Service Hotels that amenities and quality hotel accommodations vvith conference facilities and facd service in a development that ccnl-:eirents cojrrle-_ial and mixed -uses within the Old Tov.:i 5 vev:=:. Plan and would attract local and regional visitcrs including businesses and tourists to the area is encouraged. To assist in providing accommodations for visitw a:iv bovine =es, full service hotels that provide conference fzci:r:ie; and food services may be considered for heights up to eight stories (*maximum 104 feet) at lccation_ `1zt front Moreno Road within the Re::Je:trial-Li:ui:ed use (RILML) District, _ti.liect to the approval of a Conditional Use Permit. Rill Service Hotels -with food service and conference facilities within the Downtown Core Htitel DEerl3l, !DTC HO) District are permitted up to eight stories-w:taou: a Conditional Use Permit All Eull Hotels shall comply with the design criteria and 3e%-e:4 nuent Azad 3rd_ cf its zcniaE district in add -fon tc r e nipplemertal rev _t_re:ue:l__ as-c:lcia s: I'V-102 PC RESOLUTION NO.2022-32 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT A RESOLUTION ENTITLED "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING ADDENDUM NO. 2 TO THE OLD TOWN SPECIFIC PLAN PROGRAM ENVIRONMENTAL IMPACT REPORT (SCH NO. 2009071049)" Section 1. Procedural Findings. The Planning Commission of the City of Temecula does hereby find, determine and declare that: A. In May 2010, the City Council of the City of Temecula approved a comprehensive amendment to the Old Town Specific Plan ("Specific Plan"). At that time, the City certified a Final Program Environmental Impact Report, State Clearing House No. 2009071049 ("EIR"), to comply with the requirements of the California Environmental Quality Act ("CEQA") for approval of the Specific Plan Amendment. B. Addendum No. 1 to the Old Town Specific Plan Final Program Environmental Impact Report was adopted May 26, 2020. C. The Specific Plan provides standards and guidelines for development. Amendment N. 10 to the Specific Plan would update and modify those standards to allow for revisions to certain development and land use standards. D. The City has caused an Addendum No. 2 ("Addendum") to be prepared for the Specific Plan Amendment in accordance with Section 15164 of the CEQA Guidelines because the Specific Plan Amendment does not require the preparation of a new or Supplemental Environmental Impact Report pursuant to CEQA Guidelines section 15164. E. Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report, addresses potential environmental impacts that might result from the Specific Plan Amendment. F. An Addendum need not be circulated for public review but is attached to the Final EIR in accordance with CEQA Guidelines Section 15164. G. The City Council has reviewed and considered the Addendum No. 2 in conjunction with the Program EIR. H. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report and proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. I. The Planning Commission has reviewed the findings made in this Resolution and finds that they are based upon substantial evidence in the record of proceedings. The documents, staff reports, and other materials that constitute the record of proceedings on which this Resolution is based are on file and available for public examination on the City's website at www.TemeculaCA.gov. J. All legal preconditions to the adoption of this Resolution have occurred. Section 2. Further Findings. The Planning Commission, in recommending that the City Council approve the Resolution hereby finds, determines and declares that: A. The City has reviewed the potential impacts of Amendment No. 10 to the Old Town Specific Plan (SP-5) and the potential benefits to the City of Amendment No. 10 to the Old Town Specific Plan (SP-5) and has concluded that Amendment No. 10 to the Old Town Specific Plan (SP-5) in the best interest of the City. B. Amendment No. 10 to the Old Town Specific Plan (SP-5) is consistent with the City's General Plan including the goals and objectives thereof and each element thereof. Section 3. Environmental Findings. Consistent with State CEQA Guidelines Section 15164, the Planning Commission, hereby makes the following environmental findings and determinations in connection with the approval of the Specific Plan Amendment: A. Some changes or additions to the Program EIR are necessary, but none of the conditions described in the State CEQA Guidelines Section 15162 calling for the preparation of a Subsequent EIR have occurred. B. There are no substantial changes proposed by the Amendments that will require major revisions of the previously certified Program EIR due to the involvement of new significant environmental effects or substantial increase in the severity of previously identified significant effects; C. No substantial changes have occurred with respect to the circumstances under which the Amendments are undertaken that will require major revisions of the previously certified Program EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and D. There is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previously certified Program EIR was adopted or Addendum No. 1 was adopted, showing that: (a) the Amendments will have one or more significant effects not discussed in the Program EIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the Program EIR; (c) there are mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the City declines to adopt the mitigation measure or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the Program EIR would substantially reduce one or more significant effects on the environment, but the City Declines to adopt the mitigation measure or alternative. Section 4. Recommendation. The Planning Commission of the City of Temecula hereby recommends that the City Council adopt a resolution approving Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report (SCH No. 2009071049) for Specific Plan Amendment No. 10 to the Old Town Specific Plan per Exhibit "A" attached hereto. PASSED, APPROVED AND ADOPTED by the City of Temecula Planning Commission this 19th day of October, 2022. Gary Watts, Chairperson ATTES . L e Watson Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF TEMECULA ) I, Luke Watson, Secretary of the Temecula Planning Commission, do hereby certify that the foregoing PC Resolution No. 2022-32 was duly and regularly adopted by the Planning Commission of the City of Temecula at a regular meeting thereof held on the 19th day of October, 2022, by the following vote: AYES: 4 PLANNING COMMISSIONERS: Hagel, Ruiz, Turley-Trejo, Watts NOES: 0 PLANNING COMMISSIONERS: None ABSTAIN: 0 PLANNING COMMISSIONERS: None ABSENT: I PLANNING COMMISSIONERS: Telesio Luke Watson Secretary RESOLUTION NO.2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING ADDENDUM NO. 2 TO THE OLD TOWN SPECIFIC PLAN PROGRAM ENVIRONMENTAL IMPACT REPORT (SCH NO. 2009071049) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council does hereby find, determine and declare that: A. In May 2010, the City Council of the City of Temecula approved a comprehensive amendment to the Old Town Specific Plan ("Specific Plan"). At that time, the City certified a Final Program Environmental Impact Report, State Clearing House No. 2009071049 ("EIR"), to comply with the requirements of the California Environmental Quality Act ("CEQA") for approval of the Specific Plan Amendment. B. Addendum No. 1 to the Old Town Specific Plan Final Program Environmental Impact Report was adopted May 26, 2020. C. The Specific Plan provides standards and guidelines for development. Amendment N. 10 to the Specific Plan would update and modify those standards to allow for revisions to certain development and land use standards. D. Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report, addresses potential environmental impacts that might result from the Specific Plan Amendment. E. The City has caused an Addendum No. 2 ("Addendum") to be prepared for the Specific Plan Amendment in accordance with Section 15164 of the CEQA'Guidelines because the Specific Plan Amendment does not require the preparation of a new or Supplemental Environmental Impact Report pursuant to CEQA Guidelines section 15164. F. An Addendum need not be circulated for public review but is attached to the Final EIR in accordance with CEQA Guidelines Section 15164. G. The City Council has reviewed and considered the Addendum No. 2 in conjunction with the Program EIR. H. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report and proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. I. After hearing all written and oral testimony on the proposed actions and duly considering the comments, the Planning Commission adopted Resolution No. 2022-32 recommending to the City Council that Addendum No 2 to the Old Town Final Program Environmental Impact Report be approved. The Planning Commission also adopted Resolution No. 2022-33 recommending to the City Council that the proposed Amendment No 10 to the Old Town Specific Plan (SP-5) be approved. Resolution No. 2022-32 and Resolution No. 2022-33 are hereby incorporated herein by this reference as if set forth in full. J. On , the City Council of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact Report and the proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) at which time all persons interested in the Project had the opportunity and address the City Council. K. The City Council has reviewed the findings made in this Resolution and finds that they are based upon substantial evidence that has been presented to the City Council in the record of proceedings. The documents, staff report, and other materials that constitute the record of proceedings on which this Resolution is based are on file and available for public examination on the City's website at www.TemeculaCA.gov. The City Council has independently reviewed and considered the contents of Addendum No. 2 prior to deciding whether to approve the Specific Plan Amendment. Section 2. Further Findings. Consistent with CEQA Guidelines Section 15164, the City Council finds and determines that Addendum No. 2 is the appropriate environmental document to analyze the proposed Amendment No. 10 to the Specific Plan ("Amendment") because: A. Some changes or additions to the Program EIR are necessary, but none of the conditions described in State CEQA Guidelines Section 15162 calling for the preparation of a subsequent EIR have occurred. B. There are no substantial changes proposed by the Amendment that will require major revisions of the previous Program EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; C. No substantial changes have occurred with respect to the circumstances under which the Amendment are undertaken that will require major revisions of the previous Program EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and D. There is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous 2 Program EIR was adopted or Addendum No. 1 was adopted, showing that: (a) the Amendment will have one or more significant effects not discussed in the Program EIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the Program EIR; (c) there are mitigation measures or alternatives previously found not to feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the City declines to adopt the mitigation measures or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the Program EIR would substantially reduce one or more significant effects on the environment, but the City declines to adopt the mitigation measure or alternative. Section 3. The City Council hereby adopts Addendum No. 2 which is attached hereto as Exhibit "A" and incorporated herein by this reference. 3 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this day of , 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 day of , by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 4 ADDENDUM NO. 2 TO OLD TOWN SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT (SCH# 2009071049) Prepared by the City of Temecula In its capacity as a Lead Agency PROJECT TITLE: Old Town Specific Plan Amendment #10 (LR21-0279) PROJECT APPLICANT: City of Temecula PROJECT DESCRIPTION: Planning Application No. LR21-0279, an amendment to the Old Town Specific Plan to revise certain development standards and land use standards. Proposed amendments include: 1. Revise maximum building height standards for three and four-story buildings in the Downtown Core district from 50 feet to 55 feet; 2. Add provisions to allow for raised outdoor patios (24-inch height) for commercial structures; 3. Revise commercial ground floor fagade standards to prohibit the use of aluminum shop front or spandrel panels; 4. Clarify existing parking structure setback language so that it applies to all parking structure stories; 5. Revise architectural guidelines to clarify varied roofline and fencing language; 6. Revise non -conforming use language for Residential and Limited Mixed -Use Zones so that it is consistent with existing language in the specific plan; 7. Revise alley requirements to clarify utility locations, trash service, and deliveries requirements; 8. Amend Use Matrix to allow beer tasting, escape rooms, and Entertainment Licenses; 9. Clarify existing language related to bed and breakfast establishments for consistency with the City of Temecula Municipal Code. PURPOSE: This addendum to the Environmental Impact Report is being prepared pursuant to CEQA Guidelines Section 15164 which allows for a lead agency to prepare an addendum to a previously adopted Environmental Impact Report. Specifically, CEQA Guidelines Section 15164(b) provides that an addendum to an adopted Environmental Impact Report may be prepared if only minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent Environmental Impact Report have occurred. Pursuant to CEQA Guidelines Section 15162, no subsequent Environmental Impact Report shall be prepared for the project unless, on a basis of substantial evidence in light of the whole record, one or more of the following is determined: Substantial changes are proposed in the project that will require major revisions of the previous Environmental Impact Report due to the involvement of new, significant environmental effects or a substantial increase in the severity of previously identified significant effects; Old Town Specific Plan Amendment No. 10 (LR21-0279) Addendum to Initial Environmental Study 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the Environmental Impact Report due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3. New information of substantial importance identifies one or more significant effects not discussed in the previous Environmental Impact Report. FINDINGS CONCERNING ENVIRONMENTAL IMPACTS OF THE PROJECT: In accordance with the California Environmental Quality Act (CEQA), the environmental impacts of the original project were studied in a Final Program Environmental Impact Report ("FPEIR") (SCH# 2009071049) that was certified on May 11, 2010 and in a subsequent addenda prepared in May 26, 2020 which is now final. In compliance with CEQA Guidelines Section 15164 an Addendum to the EIR has been prepared which concludes that the proposed amendment to the Specific Plan which includes: Provisions to allow for raised outdoor patios (24-inch height) for commercial structures, revise commercial ground floor fagade standards to prohibit the use of aluminum shop front or spandrel panels, clarify existing parking structure setback language so that it applies to all parking structure stories, revise architectural guidelines to clarify varied roofline and fencing language, revise non -conforming use language for Residential and Limited Mixed -Use Zones so that it is consistent with existing language in the specific plan, revise alley requirements to clarify utility locations, trash service, and deliveries requirements, amend Use Matrix to allow beer tasting, escape rooms, and Entertainment Licenses, and clarify existing language related to bed and breakfast establishments do not result in any new or greater environmental impacts than were previously analyzed, disclosed, and mitigated and no further environmental review is necessary. None of the circumstances in CEQA Guidelines Section 15162 exist to require any additional environmental review and no further documentation is necessary with the exception of aesthetics due to increased building height. The project includes a revision to the maximum building height standards for three and four-story buildings in the Downtown Core District from 50 feet to 55 feet. An analysis of how this increase will impact aesthetics in the project area is below: AESTHETICS. Would the project: Less Than Potentially Significant With Less Than Issues and Supporting Information Sources Significant Mitigation Significant No Impact Incorporated Impact Impact a Have a substantial adverse effect on a scenic vista? X b Substantially damage scenic resources, including, but X not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? c Substantially degrade the existing visual character or X quality of the site and its surroundings? d Create a new source of substantial light or glare X which would adversely affect day or nighttime views in the area? Comments: X:\Planning\2021\LR21-0279 Old Town SP Amendment\Old Town Specific Plan Amendment\Hearing\Planning Commission\4 - Old Town Specific Plan #10 Addendum EIR.doc Old Town Specific Plan Amendment No. 10 (LR21-0279) Addendum to Initial Environmental Study 1.a., b. According to the City of Temecula General Plan Community Design Element, the Old Town Specific Plan (OTSP) area is not identified has having any scenic vistas. In addition, the OTSP does not identify any scenic resources that include, but are not limited to, trees, rock outcroppings, or historic buildings within a State scenic highway. Furthermore, there are no State scenic highways identified within the project area. No impacts are anticipated. 1.c., d. A height increase from 50' to 55' for three and four-story structures will be permitted within the Downtown Core District of the OTSP as a result of the project. This district already allows for 100' hotel structures within the Hotel Overlay. Thus, the visual character of the district has already been analyzed with the incorporation of buildings that will be substantially taller than what is proposed. This is also true with how these 100' buildings will generate light, glare, and impact to day and nighttime views. The project will not allow buildings that are taller than the previously analyzed 100' height. Therefore, the project will not substantially degrade the existing visual character or quality of the project site or its surroundings nor will it adversely impact day or nighttime views in the area beyond what has already been analyzed. M Title: Date: X:\Planning\2021\LR21-0279 Old Town SP Amendment\Old Town Specific Plan Amendment\Hearing\Planning Commission\4 - Old Town Specific Plan #10 Addendum EIR.doc PC RESOLUTION NO.2022-33 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT A RESOLUTION ENTITLED "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AMENDMENT NO. 10 TO THE OLD TOWN SPECIFIC PLAN (SP-5) (LONG RANGE PROJECT NO. LR21-0279)" Section 1. Procedural Findings. The Planning Commission of the City of Temecula does hereby find, determine and declare that: A. The Old Town Specific Plan (SP-5) was approved by the City Council on February 22, 1994 by the adoption of Ordinance No. 94-05. Amendment No. 1 to the Old Town Specific Plan (SP-5) was approved on January 23, 1996 by the adoption of Ordinance No. 96-01. Amendment No. 2 to the Old Town Specific Plan (SP-5) was approved on May 13, 1997 by the adoption of Ordinance No. 97-06. Amendment No. 3 to the Old Town Specific Plan (SP-5) was approved on July 13, 1999 by the adoption of Ordinance No. 99-12. Amendment No. 4 to the Old Town Specific Plan (SP-5) was approved on October 10, 2000 by the adoption of Ordinance No. 00-11. Amendment No. 5 to the Old Town Specific Plan (SP-5) was approved on August 24, 2004 by the adoption of Ordinance No. 04-08. Amendment No. 6 to the Old Town Specific Plan (SP-5) was approved on June 13, 2006 by the adoption of Ordinance No. 06-07. Amendment No. 7 to the Old Town Specific Plan (SP-5) was approved on May 25, 2010 by the adoption of Ordinance No. 10-09. Amendment No. 8 to the Old Town Specific Plan (SP-5) was approved on September 5, 2017 by the adoption of Resolution No. 17.56. Amendment No. 9 to the Old Town Specific Plan (SP-5) was approved May 26, 2020 by the adoption of Resolution No. 2020-32. The Old Town Specific Plan as originally approved and as amended by Amendments Nos. 1-9 shall be referred to in this Resolution as the "Specific Plan". B. The City Council of the City of Temecula certified the Old Town Specific Plan Final Program Environmental Impact report ("FPEIR") on May 11, 2010 C. Staff initiated Long Range Project No. LR21-0279, a Specific Plan Amendment, in a manner in accord with the City of Temecula General Plan and development Code. D. The project was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. E. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report and proposed Amendment No. 10 to the Old Town Specific (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. F. After hearing all written and oral testimony by staff and all written comments from the public on the proposed actions and duly considered the comments received, the Planning Commission Adopted Resolution No. 2022-32 recommending to the City Council that the Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report be approved. The Planning Commission also adopted Resolution No. 2022-33 recommending approval of Amendment No. 10 to the Old Town Specific Plan Amendment. Resolution No. 2022- 32 and Resolution No. 2022-33 are hereby incorporated herein by this reference as if set forth in full. G. All legal preconditions to the adoption of the Resolution have occurred. Section 2. Further Findings. Pursuant to Temecula Municipal Code Section 17.16.020, the Planning Commission, in recommending to the City Council approve Amendment No. 10 to the Specific Plan hereby finds, determines and declares that: A. The proposed Specific Plan Amendment is consistent with the General Plan and Development Code. The proposed Specific Plan Amendment conforms to the existing policies within the City of Temecula General Plan. The General Plan Land Use Element, as noted on page LU-26, anticipates that the City will provide comprehensive planning of large areas and identifies the Old Town Specific Plan as a specific plan area. The proposed Specific Plan Amendment is consistent with the General Plan Land Use Element Goal 7 of having "A viable, high quality Old Town Temecula area that enhances the City economically, preserves historic structures, and provides civic, cultural, shopping, and meeting and gathering places for tourists and residents. " The proposed Specific Plan Amendment also complies with all applicable Development Code standards required for Specific Plan amendments including Section 17.16.060 (amendments to approved plans) and Section 17.01.040 (relationship to the General Plan) and is consistent with the City of Temecula General Plan goals, policies and objectives. B. The proposed Specific Plan Amendment would not be detrimental to the public interest, health, safety, convenience or welfare of the City; The proposed Specific Plan Amendment has been reviewed pursuant to the City's General Plan and all applicable State laws and has been found to be consistent with the policies, guidelines, standards and regulations intended to ensure that the development within the Old Town Specific Plan area will be constructed and function in a manner consistent with the public health, safety, and welfare. C. The subject property is physically suitable for the requested land use designations and the anticipated land use developments. The Old Town Specific Plan consists of approximately 153 acres. As outlined in the Land Use Element of the City's General Plan (page LU-32), the purpose of a Specific Plan is to provide a comprehensive planning document for large areas so that a coordinated planning approach is provided for all anticipated land use developments. As such, the entire Specific Plan area has been reviewed based on existing structures and future build out potential and is physically suitable for the land use designations provided by the Amended Old Town Specific Plan. D. The proposed Specific Plan Amendment shall ensure the development of desirable character which will be compatible with existing and proposed development in the surrounding neighborhood. As identified within the City's General Plan Land Use Element (page LU-30), Old Town Temecula is a strong identification point for the City and the City desires to ensure that Old Town remains a focal point for social, cultural, civic, tourist, and economic development activities. The Old Town Specific Plan was originally adopted to support and complement the desirable character of Temecula's downtown and the proposed Amendment to the Old Town Specific Plan further supports its downtown character. The City's General Plan Land Use Element states that the City will continue to implement the Old Town Specific Plan and will modify or amend it as needed to respond to development trends in the area (LU-40). As such, the proposed Amendment to the Old Town Specific Plan provides a means to enhance the area economically while also ensuring the development of a desirable character compatible with existing and proposed development in Old Town and the surrounding area. Section 3. Recommendation. The Planning Commission of the City of Temecula recommends that the City Council adopt a resolution approving Specific Plan Amendment No. 10 to the Old Town Specific Plan in substantially the same form as attached hereto as Exhibit "A". PASSED, APPROVED AND ADOPTED by the City of Temecula Planning Commission this 19th day of October, 2022. t19 I E-'m' 11'�A Gary Watts, Chairperson ATTEST: 'I /a Luke W tson Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF TEMECULA ) I, Luke Watson, Secretary of the Temecula Planning Commission, do hereby certify that the foregoing PC Resolution No. 2022-33 was duly and regularly adopted by the Planning Commission of the City of Temecula at a regular meeting thereof held on the 191h day of October 2022, by the following vote: AYES: 4 PLANNING COMMISSIONERS: Hagel, Ruiz, Turley-Trejo, Watts NOES: 0 PLANNING COMMISSIONERS: None ABSTAIN: 0 PLANNING COMMISSIONERS: None ABSENT: 1 PLANNING COMMISSIONERS: Telesio LLukeatson Secretary RESOLUTION NO.2022- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AMENDMENT NO. 10 TO THE OLD TOWN SPECIFIC PLAN (SP-5) (LONG RANGE PROJECT NO. LR21-0279) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council does hereby find, determine, and declare that: A. The Old Town Specific Plan (SP-5) was approved by the City Council on February 22, 1994, by the adoption of Ordinance No. 94-05. Amendment No. 1 to the Old Town Specific Plan (SP-5) was approved on January 23, 1996, by the adoption of Ordinance No. 96-01. Amendment No. 2 to the Old Town Specific Plan (SP-5) was approved on May 13, 1997, by the adoption of Ordinance No. 97-06. Amendment No. 3 to the Old Town Specific Plan (SP-5) was approved on July 13, 1999, by the adoption of Ordinance No. 99-12. Amendment No. 4 to the Old Town Specific Plan (SP-5) was approved on October 10, 2000, by the adoption of Ordinance No. 00-11. Amendment No. 5 to the Old Town Specific Plan (SP-5) was approved on August 24, 2004, by the adoption of Ordinance No. 04-08. Amendment No. 6 to the Old Town Specific Plan (SP-5) was approved on June 13, 2006, by the adoption of Ordinance No. 06-07. Amendment No. 7 to the Old Town Specific Plan (SP-5) was approved on May 25, 2010, by the adoption of Ordinance No. 10-09. Amendment No. 8 to the Old Town Specific Plan (SP-5) was approved on September 5, 2017, by the adoption of Resolution No. 17.56. Amendment No. 9 to the Old Town Specific Plan (SP-5) was approved May 26, 2020, by the adoption of Resolution No. 2020-32. The Old Town Specific Plan as originally approved and as amended by Amendments Nos. 1-9 shall be referred to in this Resolution as the "Specific Plan". B. The City Council of the City of Temecula certified the Old Town Specific Plan Final Program Environmental Impact report ("FPEIR") on May 11, 2010. C. Addendum No. 1 to the Old Town Specific Plan FPEIR was adopted on May 26, 2020. D. Staff initiated Long Range Project No. LR21-0279, a Specific Plan Amendment, in a manner in accord with the City of Temecula General Plan and development Code. E. The project was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law. F. On October 19, 2022, the Planning Commission of the City of Temecula held a duly noticed public hearing on the proposed Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report and proposed Amendment No. 10 to the Old Town Specific (SP-5) at which time all persons interested in these actions had the opportunity and did address the Planning Commission. G. After hearing all written and oral testimony by staff and all written comments from the public on the proposed actions and duly considered the comments received, the Planning Commission Adopted Resolution No. 2022- recommending to the City Council that the Addendum No. 2 to the Old Town Specific Plan Final Program Environmental Impact report be approved. The Planning Commission also adopted Resolution No. 2022- recommending to the City Council that the proposed Amendment No. 10 to the Old Town Specific Plan (SP-5) be approved. Resolution No. 2023- and Resolution No. 2023- are hereby incorporated herein by this reference as if set forth in full. if. All legal preconditions to the adoption of the Resolution have occurred. Section 2. Further Findings. The City Council, in approving Amendment No. 10 to the Old Town Specific Plan (SP-5) hereby finds, determines and declares that: A. The proposed Specific Plan Amendment is consistent with the General Plan and Development Code. The proposed Specific Plan Amendment conforms to the existing policies within the City of Temecula General Plan. The General Plan Land Use Element, as noted on page LU-26, anticipates that the City will provide comprehensive planning of large areas and identifies the Old Town Specific Plan as a specific plan area. The proposed Specific Plan Amendment is consistent with the General Plan Land Use Element Goal 7 of having "A viable, high quality Old Town Temecula area that enhances the City economically, preserves historic structures, and provides civic, cultural, shopping, and meeting and gathering places for tourists and residents. " The proposed Specific Plan Amendment also complies with all applicable Development Code standards required for Specific Plan amendments including Section 17.16.060 (amendments to approved plans) and Section 17.01.040 (relationship to the General Plan) and is consistent with the City of Temecula General Plan goals, policies and objectives. B. The proposed Specific Plan Amendment would not be detrimental to the public interest, health, safety, convenience or welfare of the City; The proposed Specific Plan Amendment has been reviewed pursuant to the City's General Plan and all applicable State laws and has been found to be consistent with the policies, guidelines, standards and regulations intended to ensure that the development within the Old Town Specific Plan area will be constructed and function in a manner consistent with the public health, safety, and welfare. C. The subject property is physically suitable for the requested land use designations and the anticipated land use developments. The Old Town Specific Plan consists of approximately 153 acres. As outlined in the Land Use Element of the City's General Plan (page LU-32), the purpose of a Specific Plan is to provide a comprehensive planning document for large areas so that a coordinated planning approach is provided for all anticipated land use developments. As such, the entire Specific Plan area has been reviewed based on existing structures and future build out potential and is physically suitable for the land use designations provided by the Amended Old Town Specific Plan. D. The proposed Specific Plan Amendment shall ensure the development of desirable character which will be compatible with existing and proposed development in the surrounding neighborhood. As identified within the City's General Plan Land Use Element (page LU-30), Old Town Temecula is a strong identification point for the City and the City desires to ensure that Old Town remains a focal point for social, cultural, civic, tourist, and economic development activities. The Old Town Specific Plan was originally adopted to support and complement the desirable character of Temecula's downtown and the proposed Amendment to the Old Town Specific Plan further supports its downtown character. The City's General Plan Land Use Element states that the City will continue to implement the Old Town Specific Plan and will modify or amend it as needed to respond to development trends in the area (LU-40). As such, the proposed Amendment to the Old Town Specific Plan provides a means to enhance the area economically while also ensuring the development of a desirable character compatible with existing and proposed development in Old Town and the surrounding area. Section 3. Approval of Amendment No. 10 to the Old Town Specific Plan (SP-5). The City Council of the City of Temecula hereby approves that certain Amendment No. 10 to the Old Town Specific Plan (SP-5) in substantially the form attached hereto as Exhibit "A". Section 4. City Manager Authorization. The City Manager is hereby authorized and directed to take all steps necessary to implement this Specific Plan Amendment. 3 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this day of , 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. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the day of , , by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 4 IV. LAND USE AND URBAN DEVELADPN ENT STANDARDS - D0Z'4:' 70NN`N CORE k-N7D DON%W TOZIV'� COREMOTEL OVERL.XY DISTRICT vi. Allowable Building Types and Building Height The table below outlines the allowable building types and building heights in the Downtown Core and Downtown Core;Hotel Overlay district. Additional standards related to Building Types are addressed in Section E of this chapter and shall be applied to all projects in the Downtown Core and Downtown Corp -Hotel Overlay district- Sections V-B and V.0 of the Design Guidelines Chapter; also discuss basic building forms and the architectural character that is required to reflect the historical context of Old Town Temecula and shall be applied to all building constructed in the Downtown Core and Downtown Core'Hotel Overlay district. The Design Guidelines contained in Chapter V shall be used in concert with the urban standards contained in this chapter. i Buildine Type and Building Frontage Standards shall be applied as required in Section E and F of this chapter. '- Allowable Building Height in the Hotel Overlay is eight stories equivalent to no more than 100 feet to allow by right a full service boutique hotel with food service and conference facilities. ' Buildings adjacent to a designated historic structure that sharea street frontage shall not be constructed more than one story or 25 feet his than the historic structure, in the adjacent 25 feet of frontage - City of Temecula - Old Town Specific Plan Table IV-8. Allowable Building Types and Building Height in the Downtown Core and Downtown Core/Hotel Overlay District Allowable Building Building Typel Permitted Not Permitted Height max. feet/ stories 2,3 Rowhouse -------------------------- SS feet maximum height iii-A stories :;16 55 feet maximum height in 3 stogies; but up to -5A feet in four stories allowed Courtyard Building X c,hen at least one level is residential, or when one level is office and panting is rovided_ 5=feet maximum height in 3 stories; but up to �4 5 55 feet in four stories when at Commercial Back- X least one level is residential- or when one level is office and parking is provided - Detached House X -T N A Duplex, Tri-plea, Quad- A plea X Bungalow Courtyard X NA 1V �0 IV. LAND USE AND URBAN DEVELOPMENT STANDARDS - DOAWNI OV41 CORE RIND DOWNTOWN COREMOTEL OVERLAY DISTRICT Figures IY-ba, b, c. Conceptual sketches of itiPical allowable build ng height scenarios in the Downtown Core and Downtown Core Hotel Overkn- District: Elevation at Finished Grade of Sidewalk a. Typical Three -Story Scenario City of Temecula - Old Tomm Specific Plan Elevation at Finished Gracki of Sidewalk b. Typical Four -Story Scenario c. Typical Eight -Story Scenario=(IIotel) IV. LAND USE AND URBAN DEVELOPAIENT STANDARDS - DOWINTONNN CORE AND DONNVTO►NN COREMOTEL OVERLAY DISTRICT IV-6 d: Conceptual such ojallowable building height (t picao in relationship to the finished grade of the sidewalk when the building facades are located on a slope. ■Finished �r ■ t i i - , ® � • � % � i .. �}..-..,ram_ I Biagi awl= City of Temecula — Old Town Specific Plan IV. LAND USE ANDURBAN DEVELOPMENT STANDARDS F. BUILDING FRONTAGE STANDARDS This section identifies the seven frontage types that are allowed within the Old Town Specific Plan area. Each frontage type is subject to the Urban Standards and requirements for each zoning district as outlined in Section IV.D (Urban Standards) of this chapter. The frontage types allowed in Old Town area,: follows and are organized and discussed in more detail in the following section: • Shopfront • Arcade • Gallery • Two- Story Gallery • Forecourt • Stoop • Porch • Raised Commercial Porch Additionally, this section includes a discussion of. and provides specific requirements and standards for, all commercial ground floor facades regardless of frontage type v City of Temecula — Old Town Specific Plan IV. LAND USE AND URBAN DEVELOPAIENT STA DAFDS h. Raised Commercial Porch A Raised Commercial Front Porch type is for commercial building ft-pez that have a raised first floor porch and entry_ Exterior stairs and a raised porch provide access to the commercial uses. The porch Landing is positioned at the build -to -line, and the stairs and pedestrian pathway to the Porch extend into the area between the Porch Lauding and the property line (the "Frontage Zone')_ The eatenor stairs may be perpendicular and or parallel to the sidewalk- The Porch may incorporate all elevations facing the public nght-of way_ Porch material finish shall be architecturally compatible with the structure- The elevation of the Porch shall be no more than 24 inches above the adjommg sidewalk_ City of Temecula — Old Toxvm Specific Plan IV. LAND USE AND URBAN DEVELOPMENT STANDARDS 2. General Requirements for Commercial Ground Floor Fayades Except for historic structures or legal nonconforming structures; all commercial ground floor facades, regardless of frontage type, are subject to the following general requirements: t. A minimum of 75 percent of the ground floor shop front Facade shall be windows. ii. all venndows shall be recessed no less than two inches. all ground floor windows shall be framed with molding no less than two inches wide. iii. Entry doors may be recessed a maximum of six feet to create an exterior eatrv-urav_ iv_ Aluminum shop front or spandrel panels are not permitted materials for—fie--ball-head commercial eround floor facades- v. Awnings may only provide shade along the building frontage and shall not cover the entire facade. Figure IV=56a (above). Shopfront with a caller band above the display windows to accommodate an awning. Figure IV-56b (belox). Shopfrom fayade sandtar to above, but without an awning band above the display windows. City of Temecula — Old Town Specific Plan HARDWARE sinage Tto3' Transom y Awning )?' flOOr Display to ceiling Windows minimum Bulkhead Door to Doors w/ Glass 2nd floor Doorto 2nd floor Doors w/ Glass Tto3' 12' floor to ceiling minimum IV. LAND USE AND URBAN DEVELOPMENT STANDARDS — DO-%'PITORN CORE AND DOWNTOWN COREMOTEL OVERLAY DISTRICT in. Allowable Parking Placement Parking and loading facilities u ithin the Downtown Core and Dovmtoirn Core`Hotel Overlay district shall be placed on the site in accordance with the following requirements: Table T -5: Parking Placement in the Doi%mtonm Core and Downtown Core/Hotel Overlay District kcal lot Parking Surface parking, Subterranean: Facility tuck under Setback parking, alley (behind build- loaded parking, to line.):2 structured garage parkingl, podium srki .3 A. Front Yard 20 feet from the 0 feet from Setback build -to line alone property line (primary- street the primary street frontage frontage: 50 feet is and or recommended Murrieta Creek B. Side Street 20 feet minimum 0 feet from Setback: from the build -to property line (secondary line along the street frontage secondary street on corner lot) frontage-, 50 feet is recommended2 C. Side Yard 0 feet from 0 feet from Setback property line property line D. Rear Yard 5 feet from 0 feet from Setback (no property line property line alley E. Alley Rear 0 feet from 0 feet from Yard Setback provertv line property line Figure IV-4. Allowable parking placement in the DTC and DTCh'O district for lots without 4furrieta Creek frontage. Curb L Side Street 1 All parking structure upper stories may be built to the build -to line. 'Parking setbacks apply to the parking level adjacent to the sidewalk- 3R'hen individual detached garage_ are provided for any building ty= they shall be located at the rear 2_5 percent of the site and screened from the street City of Temecula - Old Town Specific Plan W-F IV. LAND USE AND URBAN DEVELOPAIEL\'T STANDARDS — DONi'11'TORN CORE Ar'D DOWN'TOM-N COREMOTEL ON'ERLAY DISTRICT Table TV-6: Parking Placement in the Downtown Core and Downtown Core/Hotel Overlay I2isYricl_ ots with Murrieta Creek frontage) Parking Facility Surface, tuck under, Subterranean: Setback alley loaded. (behind build -to structerwd gain �g parkingl, and line):'- podium parking? A Front Yard 20 feet from the 0 feet from the Setback (primary build -to line along build -to line street frontage the primary street ands or Mur rieta frontage: 50 feet is Creek) recommended2 S. Side Street 20 feet minimum 0 feet from the Setback from the build -to line build -to line (secondary street along the secondary frontage on street frontage; 50 corner lot) feet is recommended= C. Side Yazd 0 feet from property 0 feet from Setback line Property line D. Reaz Y and ? feet from property 0 feet from Setback (no line property line aile E. Alley Rear 0 feet from property 0 feet from Yard Setback line property line 1 All parking structure upper stories may be built to the build -to line. 2Parking setbacks apply to the parking level adjacent to the sidewalk_ Figure IV-S: Allowable parking placement in the DTC and Dt C%HO district for lots with _i•!urrieta Creek fi ontage. 3When individual detached garages are provided for any building g= they shall be located at the rear 25 percent of the site and screened from the street. Side Street —+rA Alley (where occurs) G L ity of Temecula — Old Town Specific Plan Iti -1 S V. DESIGN GUIDELINES C. ARCHITECTURAL DESIGN GUIDELDiES The architectural design guidelines for Old Town are organized into four topics- building form, frontage type, architectural style, and materials. While architectural principles are defined; variety and individual expression within this framework are encouraged. The community desires a character of architecture and streetscape reflecting Temecula Valley's history, natural landscape and climate. 1. Building Form By 1930, the buildings on Main Street provided clear and Drell -defined edges to the public realm. The building facades were all positioned on the build -to line, and the building forms were strong, simple 2-Story 3-Story volumes. Variety on street edges was created tiuough the -Me. -of various frontage types (galleries, arcades, etc.). Future buildings in Old Town are encouraged to reinforce this historic pattern througia-the use of simple and clear building massing: enlivened with various frontage types. Building facades that exceed 50 linear feet should incorporate var,ing architectural expression, character, and rooflines so. as to appear to be made up of various smaller building facades. Figure V-26 illustrates some common examples of two, three and four-story building forms that are encouraged in Old Town. The heavy dashed line is the build -to line on which the far ade must be positioned the hear}• solid line is the property tine, and the double thin lines represent the curb. The 10-foot wide public sidewalk lies between the property line and the curb, and the 10- foot extension of the sidewalk onto private land lies Figure V-26: Examples ofpermitted building forms in Old Town. 3 Story + 4th Setback between the property line and the build -to line_ Galleries, arcades, awnings, canopies: signage. etc. are located ,mthin the 10 feet between the property line and the facade_ The realm of the street is the primary public asset in Old Tot;,n_ The goals for this public realm include clearly defined street edges, architecture with character, and a lively and interesting pedestrian experience. While the private needs of tenants are met within the interior spaces, the public responsibility is to contribute to a clearly defined street providing a pleasant pedestrian experience. The following section focuses on frontage types that may be combined with simple building forms to achieve these goals for the public realm_ V 3-Story + Forecourt City of Temecula - Old Town Specific Plan V-19 f. Gates that are used in conjunction with the fencing should be of similar color and material as the fencing and should incorporate appropriate hardware to meet Building and Fire code requirements. e. The construction of decorative accent brick or stone pilasters between stretches of fencing is recommended to add interest and variety to the outdoor dining or sidewalk cafe area. This is especially encouraged when the pilasters may be able to appropriately tie in building materials that have been used on the primary structure. h. One pilaster is recommended for every 8 linear feet of fencing. � The minimum fence height is 36" when alcoholic beverages will be served within the outdoor dining/sidewalk cafe area- It is encouraged that all fencing in Old Town be between the heights of 36' and 42". j. Fencing and gates should be able to withstand outdoor use and be continua%- maintained in good condition, repair and quality at all times. Figure V-122: Example of fencing and landscaping City of Temecula - Old Town Specific Plan k- Requirements for Fencing not associated with dining can be found in Section L- 4. Landscape Treatment Guidelines a. The use of potted plants, flower boxes, and hanging plants are encouraged to soften outdoor dining and sidewalk cafes in Old Town- b. The incorporation of ported landscaping and or landscape planters into the ma onry- wallsrpilasters of an outdoor dining or sidewalk cafe area is encouraged. Flower boxes are encouraged to be used in combination with barrier fencing. c. If a solid masonry wall is utilized as the barrier to delineate an outdoor dining or sidewalk cafe area it should be softened with climbing vines or other landscape materials_ Figure V-123: Example of landscape planer boxes used as fencing_ Figure V-124 faboiv): Examples of landscape treatments heat may be appropriate to soften outdoor eaiing areas or sidewalk caf es. V. DESIGN GUIDELINES L. FENCING NOT ASSOCIATED WITH DINING a- Appropriate fencing materials for commercial projects include, but are not limited to, decorative v ought iron, tubular steel, natural wood or materials that resemble natural wood, decorative masonry and landscape planter boxes_ Fences should be decorative in nature and enhance the built environment_ Other materials may be considered and approved by the Director of Planning on a case -by -case basis, dependent upon the architectural compatibility, overall design and appearance of the fencing materials. b. All proposed fencing shall require the review and approval of a Modification Application and any appropriate building permits. c_ One pilaster is required for every 8 linear feet of fencing_ d. All fencing in the Dovmtown Core shall be between 36" and 42'_ Fencing in the Residential/Limited Mixed Use and Neighborhood Residential Districts shall be between 36" and 42" and no higher than 6 feet e. Fencing and gates shall be able to withstand outdoor use and shall be continually maintained in good condition, repair, and quality at all tgn s- f. Chain link fencing material is not permitted_ Cite of Temecula — Old Town Specific Plan 'i -9- M. AD11MISTRATION AND HISTORIC PRESERVATION F. RELATIONSHIP TO OTHER RE GULATIONS All construction and development within the Old Tour Specific Plan area shall comply with the applicable provisions of the California Building Code and with the various related mechanical. electrical, and plumbing codes, and with the Fire Code_ In case a conflict arises between the provisions of the building and fire codes and this Specific Pfau, the building and fire codes shall prevail. G. NON- CONFORMING USES AND STRUCTURES ' XX here, at the time of passage of this Specific Plan, a lawful use of land or structure exists which would not be permitted by the regulations imposed by this Specific Plan, such use or structure may be continued indefinitely unless one of the folio -wing occurs: • If the non -conforming use vacates the property and the non -conforming use is not re- established within one year, the use shall not be re-established. • If the non -conforming use voluntarily vacates the property for any reason after the year 2013: then the non -conforming use shall not be re- t—stablished_ • If more than 50% of the non -conforming structure is damaged or destroyed, the structure shall not be re-established. • If more than 25%_ but less than :0% of the non -conforming structure is damg aed or destroyed, the structure may be replaced if the exterior of the repaired structure substantially conforms to the approved urban architectural standards and design guidelines contained Chapter IV and Chapter V of this Specific Plan. • Existing detached single-family residences in the Neighborhood Residential (NW) and Residential.1muted Mixed Use (R,2MU) Districts are not subject to the requirements above and may be expanded subject to the approval of the Director of Planning. City of Temecula — Old Town Specific Plan :?: IV. LAND USE AND DEVELOP-AffNT STANDARDS a. Utilities j. There shall be no above ground utilities permitted to be located within the 20-foot public alleyway. ii. There shall be no landscaping within the 20 foot public alleyway, however landscaping may be provided along the building facade adjacent to an alley on private property. iii. Utilities shall be placed underground within the public alleyways in Old Toxin unless proven infeasible by the utility. iv. Utilities shoo a shall be placed in compliance with the Utility and Infrastructure Design Guidelines contained in Section VX of this Specific Plan. v_ Above ground utilities dkeuW shall be placed on private property adjacent to the public alleyway within parking areas, landscape planters, building "notch outs," or utility rooms as to not encroach or obstruct the required 20 foot public alleyway. vi_ All required utility easements shall be obtained and recorded as a condition of approval for development vii_ Buildings that are constructed adjacent to the public alleyways in Old To-,kn shall be designed to accommodate trash pickup from the public alleyways whenever feasible. The location of trash enclosures shall be considered in a building's design in.order to accommodate adequate access for waste disposal trucks. viii. The construction of a concrete stress pad shall be required within an alleyway when the location of the trash enclosure dictates that trash trucks access the alleyway on a regular basis. City of Temecula — Old Town Specific Plan Fi we IV-109: Example of an urban alder•. IV. LAND USE AND URBANDEVELOPAIENT STANDARDS TABLE IV, -I: LAND USE WMEK LIST OF USES Residential -Limited Mined -Use (RILI►IU) Downtown Core (DTC)I Dotvntow•n Care -Hotel Orerlay (DTCIHO) Neighborhood Residential (NR) Adult Entettunment Businesses - - Alcoholic Beverage Sales C C Art Studio oath or H•ithout a sallen. P P - Bar. Cocktail Lounge C C - Beer Tastme Establishment C C! - Bed and Breakfast C C Community Care Facility (6 or Fewer) P Community- Care Facility (7 to 14) C Dav Care.Preschool C C= Da - Spa - (Full Senice) P P Drive-thru Businesses (includes eating establishments and banks) Escape Rooms C C Farmers N+la&-et C C - Health and fitness, dance, mat al arts studio P P- Home Occupation P P P Cigar Hookah Club (pniate membership only) C C - Hotel P P' EniertainmeW See Municipal Code' ' See Municipal Code' t° - Massaee Facilities Museum P - Neighborhood market, grocery store P P - Office-Administrative,,Profe,sional'N,Iedical P' P - Performmg Arts P - Personal Senices P P - Residential - Attached P P, P Residential - Detached P Residential - Liye Work C C C Restmxmtwitirout Alcohol P" P" - Restaurant withBeerand Wine P' Py — Restaumnt with Beer, Wine, and Distilled S hits C C - Restaumnt with Entertaiffient (not including dancing) See NunicgW Code' '° See Municipal Code Restaurant with Entertainment andlcrDancin See Municipal Code' t° See -Municipal Code' '1 - City of Temecula - Old Town Specific Plan IV. LAND USE AND UF.BAN DEVELUPAIENT STANDARDS Retail P' P Tattoo Studio - Trade,'Educatonal Institution P' P - W-me Produ Micro Brewery — (Type 02 ? BC License only) P P «'me Tasting Facility -.�T,,W 02:3BC License onL -) P, P, LVuie Tasting Facility C" C'.' - Except hotel operations: business activities -within the Residential'Limited Mixed -Use and Neighborhood Residential during the hours of 12:00 am- and 5:00 a.m- shall require a Conditional Use Permit. Any use not explicitly stated above shall require a use determination by the Planning Commission- P Use is permitted by right C Use is permitted with a Conditional Use Permit Use is not permitted 1- Use is limited to ground floor only. 2. These uses are limited to either the second floor (or higher) or to locations that do not front upon or open directly onto either Old Town Front Street or Main Street 3- This use is limited to locations that front Moreno Road- Full service hotel uses with food service and conference facilities at heights greater than three stories but limited to eight stories may be considered under a Conditional Use Permit Subject to the Supplemental Standards for hotels over 3 stories. 4. Full service hotel uses with food -service and conference facilities in the Downtown Core -Hotel Overlay (DTC;HO) are allowed eight stories. Subject to the Supplemental Standard and Special Use Standards in Section IV G of this chapter, for hotels over three stories. Outdoor entertainment is not permitted in Old Town. City- sponsored signature events and or event when the City is the applicant are exempt. Outdoor lice entertainment may be considered for private businesses in Old Town with a Temporary Use Permit as appropriately conditioned, limited to one event per quarter per Section IILNI. 6- Ground floor residential not permitted in the Downtown Core area along Old Totten Front Street and Main Street. Shall include a store front tasting room. Premises with or without the product sale for off -site consumption is limited to a Department of Alcoholic Beverage Control License Type 02 (WineryWinegrower). 3- Premises with or without the product sale for off -site consumption is limited to the Department of Alcoholic Beverage Control License Type 02 (Winery 'Winegrower). 9. Outdoor Dining or Sidewalk- Cafes are permitted in conjunction with a restaurant subject to the review and approval of a Minor Modification or as approved with a Development Plan application- 10. Premises with or without the product sale for off -site consumption applying for any Department of alcoholic Beverage Control License type other than a Type 02 (WineryAlrinegrower). 11. Subject to Chapter 17.10 Supplemental Development Standards of the Development Code. 12- This use is permitted on either the ground floor or second floor. 13. Premises with or without the product sale for off -site consumption is limited to the Department of Alcoholic Beverage Control License Type 23 (Small Beer Manufacturing — Duplicate) 14. Subject to Municipal Code Section 9.10 (Entertainment License) City of Temecula — Old Town Specific Plan W. URB-ANDEVELOPhIENT STANDARDS iii. LiohtingiGlare: • Lighting shall be located so as to minimise the impact of lighting upon adjacent buildings and properties, especially residential uses. • Amy lighting source, including illuminated signs, shall be positioned so that light does not shine directly into residential windows. • No outdoor lights shall be permitted that blink, revolve, flash or change intensity_ 4. Balconies, Patios, and Porches a. Intent Balconies, patios and porches shall be maintained clean, orderly and free of clutter. All furnishings shall be desi ped for outdoor use only. b. Requirements � No permanent or temporary enclosure including shutters, blinds or partition shall be affixed to any area of the porch, patiq or balcony. If any change to the exterior appearance of the porck balcony or patio is desired, a minor modification shall be submitted to the Planning Department for review and approval. ii. Freestanding spas, hot tubs or similar amenities shall be screened from public view_ The placement of such items on balconies, patios and porches are subject to the review and approval of the Director of Planning. iii. Balconies, patios and porches may not be used for storage- iv- Clothing: sheets, blankets_ laundry, water accessories or rafts, toys and similar objects shall not be hung from or exposed on the balconies, patios or porches- v. Planters containing lice, cell groomed plants are permitted pro -tided the plant does not extend beyond the interior of the balcony, patio or porch. No empty planters or planters containing dead, diseased or dying plants may be stored at any time within a balcony, patio or porch. If it is determined that plants are not being properly maintained, the Planning Director shall have the authority to require the property owner to remove or replace the plantings. Ei. Hoses on porches, patios and balconies shall be kept in a hose reel or hose hideaway. 5. Bed and Breakfast Establishments a. Intent The purpose of this section is to provide standards for the development and operation of Bed and Breakfast establishments in Old Town. b. Requirements 1. All Bed and Breakfast Establishments in Old Town shall comply with the provisions contained in Chapter 17.10 of the Temecula Municipal Code, sr^**� c. Supplemental Requirements In addition to the requirements stated above, the following shall also apply to Bed and Breakfast Establishments within the Specific Plan area: b Off-street parking shall be provided at a ratio of one space for each bedroom available for rent in addition to the parkins required for the primary dwelling unit. ii Signage shall be limited to one on -site sign not to exceed 6 square feet in area_ The sign may not be freestanding. G. Full Senice Hotels a. Intent Full -Service Hotels within Old Toum shall provide quality hotel accommodations, with food service and conference facilities. Full -Service Hotels that amenities and quality hotel accommodations with conference facilities and food service in a development that complements commercial and mired -uses within the Old Town Specific Plan and would attract local and regional visitors including businesses and tourists to the area is encouraged. To assist in providing accommodations for visitors and businesses, fi.il cc_ -;ce hotels that provide conference facilities and food services may be considered for heights up to eight stories (maximum 100 feet) at locations that front Moreno Road within the Residential -Limited Mixed - use (RLXfU) District subject to the approval of a Conditional Use Permit Full Service Hotels with food service and conference facilities within the Downtown Core Hotel Overlay (DTCIHO) District are permitted up to eight stories without a Conditional Use Permit All Full Service Hotels shall comply with the design criteria and development standard` of its zoning district in addition to the supplemental requirements as follows City of Temecula — Old Town Specific Plan IV-102 October 19, 2022 Planning Commission Packet Link: https://temeculaca.legistar.com/Legislation Detail.aspx?ID=5886241&GUID=7AB32419-AOOD- 4004-94C8-18DD7E577C3C&Oations=&Search= Notice of Public Hearinq THE CITY OF TEMECULA 41000 Main Street Temecula, CA 92590 A PUBLIC HEARING has been scheduled before the CITY COUNCIL to consider the matter(s) described below. Case No.: Long Range Planning Project No. LR21-0279, Old Town Specific Plan Amendment Applicant: City of Temecula Location: The Old Town Specific Plan Area, generally located between Rancho California Road and First Street from north to south, and between Interstate 15 and an area approximately 200 feet west of Pujol Street from east to west. Proposal: An Amendment to the Old Town Specific Plan to Revise Certain Development Standards and Land Use Standards. Environmental Action: In accordance with the California Environmental Quality Act (CEQA), the proposed Specific Plan Amendment will not have a significant impact upon the environment based on a completed EIR Addendum. As a result, the City Council will take action on a recommendation to adopt an EIR Addendum in compliance with CEQA Section 15164 PLACE OF HEARING: 41000 Main St., Temecula, CA 92590, City of Temecula, Council Chambers DATE OF HEARING: November 29, 2022 TIME OF HEARING: 6:00 PM +ev ' T Project Site PRUeA+ q� 4 1 1 • Y R5} Any person may submit written comments to the City Council before the hearing or may appear and be heard in support of or opposition to the approval of the project at the time of hearing. Any petition for judicial review of a decision of the City Council shall be filed within the time required by, and controlled by, Sections 1094.5 and 1094.6 of the California Code of Civil Procedure. In any such action or proceeding seeking judicial review of, which attacks or seeks to set aside, or void any decision of the City Council, shall be limited to those issues raised at the hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing described in this notice. The proposed project application may be viewed at the public information counter, Temecula Civic Center, Community Development Department (Planning), 41000 Main Street, Monday through Friday from 8:00 a.m. until 5:00 p.m. Questions concerning the project(s) may be addressed to Eric Jones, City of Temecula Community Development Department (Planning), (951) 506-5115. City of Temecula Community Development 41000 Main Street • Temecula, CA 92590 Phone (951 ) 694-6400 • Fax (951 ) 694-6477 • TemeculaCA.gov VIA -ELECTRONIC SUBMITTAL CEQAProcessing@asrclkrec.com November 30, 2022 Supervising Legal Certification Clerk County of Riverside P.O. Box 751 Riverside, CA 92501-0751 SUBJECT: Filing Notice of Determination for application Long Range Project No. LR21- 0279, a Specific Plan Amendment to the Old Town Specific Plan to revise certain development standards and land use standards Dear Sir/Madam: Enclosed is the Notice of Determination for the above referenced project. In addition, pursuant to Assembly Bill 3158 (Chapter 1706) please find a receipt in the amount of $50.00 for the County Administrative fee to enable the City to file the Notice of Determination for the Environmental Impact Report. The City of Temecula is paying the $50.00 filing fee under protest. It is the opinion of the City that the administrative fee has been increased in a manner inconsistent with the provisions of State Law. Under Public Resources Code Section 21152 and 14 California Code Regulations 1507, the County is entitled to receive a $25.00 filing fee. Please email a stamped copy of the Notice of Determination within five working days after the 30 day posting to the email listed below. Should you have any questions regarding this matter, please contact Eric Jones at email: eric.jones@TemeculaCA.gov Sincerely, Luke Watson Deputy City Manager Attachments: Notice of Determination Form Electronic Payment - Filing Fee Receipt City of Temecula Community Development Planning Division Notice of Determination TO: County Clerk and Recorders Office FROM: Planning Division County of Riverside City of Temecula P.O. Box 751 41000 Main Street Riverside, CA 92501-0751 Temecula, CA 92590 SUBJECT: Filing of a Notice of Determination in compliance with the provisions of Section 21152 of the Public Resources Code (Long Range Project No. LR21-0279) State Clearinghouse No.: 2009071049 Project Title: Old Town Specific Plan Amendment No. 10 Project Location: The Old Town Specific Plan area, generally located between Rancho California Road and First Street from north to south, and between Interstate 15 and an area approximately 200 feet west of Pujol Street from east to west. Project Description: An amendment to the Old Town Specific Plan to revise certain development standards and land use standards. Lead Agency: City of Temecula, County of Riverside Contact Person: Eric Jones Telephone Number: (951) 506-5115 This is to advise you that the City Council for the City of Temecula has approved the above -described project on November 29, 2022, and has made the following determinations regarding this project: 1. The project will not have a significant effect on the environment. 2. That an Environmental Impact Report Addendum was prepared for this project pursuant to the provisions of CEQA. 3. Mitigation measures were not made a condition of the approval of the project. 4. A Mitigation Monitoring or Reporting Program was not adopted for this project. 5. A Statement of Overriding Consideration was not adopted for this project. 6. Findings were made pursuant to the provisions of CEQA. This is to certify that the Addendum No. 2 to the EIR, and record of project approval is available to the General Public at the City of Temecula, 41000 Main Street, Temecula, California, 92590. Signature: Date: Luke Watson DenutV Citv Manager Date received for filing at the County Clerk and Recorders Office: Item No. 15 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Deputy City Manager DATE: November 29, 2022 SUBJECT: Approve Third 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 PREPARED BY: Haide Urias, Housing and Real Estate Senior Management Analyst 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 THIRD 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 Proposal (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, 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 that 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. Third Amendment to the DDA The developer has requested an amendment to the DDA to adjust the City's percentage share of residual receipts. The City's share of residual receipts will be shared with the County of Riverside at a pro rata rate. This change has been requested because the County of Riverside is issuing a secured loan to the developer for the purpose of financing the development. The City has engaged Keyser Marston Associates (KMA) to ensure the City's financial interest are well represented. FISCAL IMPACT: It is not anticipated that there will be a negative or positive fiscal impact. If the project were to have a positive cash flow the City could potentially receive funds that would go back to the Affordable Housing Fund. ATTACHMENTS: 1. Resolution 2. Third Amendment to Disposition and Development Agreement 3. Second Amendment to the Disposition and Development Agreement 4. First Amendment to the Disposition and Development Agreement 5. Disposition and Development Agreement 6. 33433 Report 7. Notice of Public Hearing 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 THIRD 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. B. 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. C. The City Council entered into the "SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT" dated February 22, 2022. Section 2. The City Council hereby approves the "THIRD 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 Third Amendment on behalf of the City in substantially the form presented to the City Council. Section 3. 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 20 day of November, 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 29th day of November, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 51 FiffokkMAYM THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") is dated as of November 29, 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 and a Second Amendment to Disposition and Development Agreement dated February 22, 2022 ("Agreement"). Capitalized terms used but not defined herein shall be defined as set forth in the Agreement. B. City and Developer desire to further amend the Agreement in order to accommodate other public financing for the Project described in 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. Adjustment of City's Percentage Share of Residual Receipts. The City's share of Residual Receipts shall be decreased to seventy percent (70%), provided that the Developer gives the County of Riverside (which is also making a permanent secured loan to Developer for the Project), thirty percent (30%) of such Residual Receipts as payments on its loan, such that the City and said County, as permanent lenders, share in fifty percent (50%) of the Residual Receipts in proportion to the principal amounts of their respective permanent loans. Developer shall deliver copies of the County loan documents to City as a condition to closing, and City's confirmation of the percentage of percentage of Residual Receipts allocated to the County in the County loan documents shall also be a condition to closing. Subject to the closing of such County loan at the Close of Escrow and Section 2 below, the form of the Promissory Note to City attached as Exhibit "C" to the Agreement is hereby replaced with the revised Promissory Note attached hereto as "New Exhibit C". 2. Subordination of County Loan Deed of Trust. The deed of trust securing the County loan shall be recorded after the City Loan Deed of Trust and the City Regulatory Agreements and Notice, and shall be subordinate to the City Loan Deed of Trust, Regulatory Agreements and Notice. It shall be a condition to the Close of Escrow that the Title Company issue to City, at Developer's cost, a lender's title policy in the amount of the City loan showing the County deed of trust as being subordinate to the City Loan Deed of Trust, Regulatory Agreements and Notice, and otherwise in form and substance reasonably satisfactory to City, and -1- 11086-0111 \2728759v1.doe 51 FiffokkMAYM that the County execute and deliver to the Title Company any documents required by the Title Company to effectuate or confirm such subordination. 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. 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. DEVELOPER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings IX, LLC an Idaho limited liability company By: Pacific West Communities, Inc., an Idaho corporation, its manager ME Caleb Roope, President and CEO CITY: CITY OF TEMECULA LIM Matt Rahn, Mayor ATTEST: Lo Randi Johl, City Clerk APPROVED AS TO FORM: LE Peter M. Thorson, City Attorney -2- 11086-0111 \2728759v1.doe 51 FiffokkMAYM NEW EXHIBIT "C" SECURED PROMISSORY NOTE , 2022 Temecula, California FOR VALUE RECEIVED, the undersigned [TEMECULA PACIFIC ASSOCIATES, a California limited 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, BASED ON UPDATED APPRAISAL; PLUS $698,281 OF DEFERRED CITY FEES; PLUS PERM. LOAN OF $5,301,719] (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. I. Payments. Payments under this City Loan Note shall be due and payable as follow: Payments of percent (_.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"). -3- 11086-0111 \2728759v1.doc 51 FiffokkMAYM 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 -4- 11086-0111 \2728759v1.doc 51 FiffokkMAYM 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 -5- 11086-0111 \2728759v1.doc 51 FiffokkMAYM partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners. MAKER: TEMECULA PACIFIC ASSOCIATES By: TPC Holdings IX, LLC an Idaho limited liability company general partner ME Caleb Roope, President and CEO -6- 11086-0111 \2728759v1.doc 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- 1108 6-0111 \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 Koope, President and CEO CITY: CITY OF TEMECULA Mayor , Matt Rahn A Ra , City Clerk APPROVED AS TO FORM: 43ruee Ga}lt> a€ Richards, Watson & Gershon, counsel to City Peter M. Thorson, City Attorney -2- 1 1086-0111\2614820v I .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 and TEMECULA PACIFIC ASSOCIATES. a California limited partnership 11096-M 1123042S 1 v3. duc TABLE OF CONTENTS 1. DEFINITIONS..................................................................................................................1 LI 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..................................1 4 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............................................................................................. I7 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 .......................................................................................... 5.5 Rights and Remedies are Cumulative.................................................................22 -1- 1 14R6-0001 \23042510.doc TABLE OF CONTENTS (cont.) Pam 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....................................................I............................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 Severabil ity......................................................................................................... 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-1" 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 -it- 11086-W01 %2304251vldoc 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 (64) unit apartment complex (the "Project") on both the Property and on adjacent property already awned 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 oi" the n11.11LMI covenants contained in this Agreement, the parties hereto agree as follows: DEFINITIONS. 1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below: 1.1.1 "Affiliated Person" means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member. 1.1.2 "Agreement" means this Disposition and Development Agreement. 1.1.3 "Approved Title Exceptions" is defined in Section 2.4.1. 1.1.4 "Base Pro Forma" means the Project pro forma (with projections of Operating Expenses, Gross Revenues and Housing Rent) attached hereto as Exhibit "J". 1.1.5 "Building Permit" means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City. 1 1 [Miff-0001 \23642510,doe 1.1.6 "Capital Replacement Reserve" means a reserve fund to be established by the Developer pursuant to Section 3.12 hereof. Section 3.11. 1.1.7 "Certificate of Completion" means the certificate described in l .1. S "City" means the City of Temecula, a municipal corporation. 1.1.9 "City Manager" means the City Manager of the City. l .1.10 "Close of Escrow" is defined in Section 2.3. l .1.1 1 "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.l .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. 1.1.1 G "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 S 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 parry 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- 1 1096.0W 1/2304251 v3Am 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.G. 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- 1 10$d-CM112304251 v3.doc 1.1.27 "Institutional Lender" means US Bank, Wells Fargo, Citibank, Chase, Rabobank, Pacific Western Bank, or if reasonably acceptable to City, any other reputable and established bank ( State or Federal), savings bank (State or Federal), trust company, insurance company, credit union, pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner). Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or Fortune 500 company, or any combination of, any one or more of the entities described above. 1.1.28 "Land" means the land described on Exhibits "A" and "A-1" attached hereto. 1.1 29 "Lender" means the molder 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- 1 1 OS6-0001 \2 30425 10. 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". l .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- 1 1 ON64JO0113304251 vldoc 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 (1) 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 for 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 (1 Q) 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 NO1140 DOLLARS ($1 U,4a0AD) 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- 1I086-0001L304251v3Aoc retained by the City as liquidated damages for such default. If this Agreement is terminated by Developer pursuant to its terms prior to the CIose 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 IMPRACTICAI. 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 LIOUIDALEED,DAMAGES. Developer Initials: _' I 1 J/ CityJ)1iti 2.2 Purchase Mone E"o6; Deferred Fee Loan; Cdhtin ent Permanent Loan. City shall make loans to Developer in the amount of (i) the Purchase Price; (ii) $698,291.00 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 moan 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- i II1X64)001\2304251v3.doe 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 11086-0001 U304251 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 constriction 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 (Le., 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 fender and the City. If the bonding requirement applies, -9- 1 1096-OW 1 \2304251 O.doc Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of ALA form A311 or A312), issued by a surety admitted to issue insurance in the State of California and otherwise acceptable to the City Manager, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall name the City as a co -obligee and may also name Developer and Developer's construction lender as co obligees. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular. All of the foregoing shall be satisfactory in forn 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 -aver" title exceptions. -10- 1 1086-O001 \2304251 QAoc 2.7.2 Escrow Holder is authorized on the CIose of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval. 2.8 Condition of the Property. 2.8.1 "As -is" Sale. Developer acknowledges and agrees that, except as expressly set forth herein, Developer is acquiring the Land in its "AS IS" condition, WITH ALL FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED and neither City nor any agents, representatives, officers, or employees of City have made any representations or warranties, direct or indirect, oral or written, express or implied, to Developer or any agents, representatives, or employees of Developer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws, and Developer is not aware of and does not rely upon any such representation to any other party. Except as expressly set forth herein, neither City nor any of its representatives is making or shall be deemed to have made any express or implied representation or warranty, of any kind or nature, as to (a) the physical, legal or financial status of the Property, (b) the Land's compliance with applicable laws, (c) the accuracy or completeness of any information or data provided or to be provided by City, or (d) any other matter relating to the Property. 2.8.2 Delivery of Document by City; Inspections _ by Developer; Due Diligence Period. Within ten (10) business days after the date of this Agreement. City shall deliver to Developer copies of all material, non -privileged documents in the possession of City that pertain to the Property (the "Documents"). Upon the execution of this Agreement until the date that is ninety (90) days after the date of this Agreement (the "Due Diligence Period"), Developer and its contractors and consultants who are designated in writing to City ("Developer Designee's") shall have the right to enter onto the Property (without disturbing any occupants thereof) for the purpose of performing the Survey, hazardous materials inspections, soils inspections and other physical inspections and investigations; provided, however, that: (a) Developer shall deliver copies of all inspection reports to City; (b) no inspections or investigations shall damage the Property or any improvements thereon or shall be "invasive" unless the City has received a plan describing the scope of the inspection or investigation and has approved such plan in writing, which approval shall not be unreasonably withheld; (c) Developer shall immediately repair all damage caused by or related to its inspections; and (d) neither Developer nor any of Developer's Designees shall enter the Property unless Developer has provided City reasonable written evidence (such as insurance certificates and/or copies of policies) that the activities of Developer and the Developer Designees are covered by reasonable liability insurance naming City as an additional insured. Developer shall defend, indemnify and hold City harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys' fees and cost) resulting from the entry onto the Property for such purposes or for purposes of performing the Survey. if Developer disapproves to any condition of the Property or any Document, then Developer may terminate 11086-OUO 112304251 v3.doc this Agreement by written notice to City given on or prior to the end of the Due Diligence Period that describes the basis for the disapproval. 2.8.3 Releases and Waivers. Developer acknowledges and agrees that in the event Developer does not approve of the condition of the Property under Section 2.8.2, Developer's sole right and remedy shall be to tenninate 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 ❑eveloper 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 Q304251 vldnr unanticipated and unsuspected, and Developer further agrees, represents and warrants that the waivers and releases Herein have been negotiated and agreed upon in light of that realization and that Developer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to City by Developer in exchange for City's performance hereunder. Developer hereby agrees that, if at any time after the Close of Escrow any third party or any governmental agency seeks to hold Developer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials in, on, above or beneath the Property or emanating therefrom, then Developer waives any rights it may have against City in connection therewith. including. without limitation, under CERCLA (as defined in Section 1.1.19 and Developer agrees that it shall not (i) implead the City, (ii) bring a contribution action or similar action against City, or (iii) attempt in any way to hold City responsible with respect to any such matter. The provisions of this Section 2.8.3 shall survive the Close of Escrow. City has given Developer material concessions regarding this transaction in exchange for Developer agreeing to the provisions of this Section 2.8.3. City and Developer have each initialed this Section 2 8.3 to further indicate their awareness and acceptance of each and every provision hereto DEVELOPER'S INITIALS 2.8.E Environmental Indenmity. 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. : The City hereby covenants and agrees to deliver to Escrow Holder prier to the CIose 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". 2.9.12 If required by Escrow Molder, the affidavit as contemplated by California Revenue and Taxation Code 590 ("Withholding Affidavit"}; -13- 11096-0(9)1 \23042510.d(w 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- 1 1086-0001 M04251 O.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 confinmed 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 CIose 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.E If applicable, deliver the 1~IRPTA 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- 1 1086-0001 23042510-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 -1 b- 11086- O1L3042510.doe 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 confonnity 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 ere 1 10864)00) \2304251 vldoc 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, Iease (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 pennanent 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 -1 11096 -ODO 123 0425 10, d oc 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- 1 I086-00011330A�$ I ti3.duc 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.I.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 1f 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 nondefauiting 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- 11096-0001 \23 0425 1 A. doe 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- 1108h-0001\2304251v4.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- 1 1086-OW1 \23 042 51 v3.doc 5.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party's right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction. 5.7 Force Majeure. Following the Close of Escrow, and notwithstanding anything to the contrary in this Agreement, nonperformance shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party (a "Force Majeure Delay"): (i) failure to perform by Developer attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; or (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hun-icane, 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. 6.1 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- 1 1 d86-OW 1 \23042.11 O.doc for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the City, and (h) 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. 6.13 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars (S 1,00p,000.Q4). 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; (it) 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- 11❑96-0001\2304251v3Ax (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 tennination 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 Iimited 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- 1 1086-0001,23042510.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 wards "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. Ail 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. 9.4 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 1086.4)001 Q3042510.doc damages and losses incurred by the City in connection with such Iitigation 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 Feld 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- 1 I 086-000 P.2304251 vldoc IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of'the day and year first above written. DEVELOPER. - By: TPC Holdings VII, LLC an Idaho limited liability company a general part By: Cal b Roope, Manager [NEED COPIES OF LP-1 AND PARTNERSHIP AGT, AND DESIRED SIG BLOCK] CITY: CITY OF TEMECULA By: _ Michael S. Naggar, Mayor ATT Randi Joh , ity Cleric APPROVED AS TO FORM: By: f Richards, Watson & Gershon, counsel to City 1 I080-{ WI Q30425 t v3.doc -? 8- 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 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 A-1 110964)W1 2304251v3,dne 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: TIIE NORTI ]WESTERLY ONE-IIALF OF TIIAT 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 35, 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 i 1 ONO-000 1 12304251 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) Exempi From Recording Fee Per Government Code Section 27383 Documentary transfer tax is S , 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 terns of a Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of June , 20I9 (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 ail improvements thereon and to tenninate 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 1 108 6-000 1 \2304251 v 3.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, I2926.1, 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 snail the Developer himself or any such person claiming under or through hint 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, 51.1 U, 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 1 1086-0001 \230 251 Q.doc discrimination or segregation with reference to the selection, location, ilunlber, 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 he 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 I2955 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 12925, 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 th land. Notwithstanding the immediately preceding paragraph, with respect to familial status. said paragraph shall not be Construed to apply to housing for alder 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 1350 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 Reed 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: H 086-00011,23042510.doc ATTEST: Randi Bahl, City Clerk B-4 11086-000112344251v3.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, 6nsen 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 hislherltheir 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-OOD 1 \2304251 v1doc EXHIBIT A TO GRANT DEED Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS I 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 TIIE RIVERSIDE• COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0015730 OF OFFICIAL RECORDS Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 B-d 1 1 ❑86-OW I �23042510-dor EXHIBIT "C" FORM OF CITY LOAN PROMISSORY NOTE SECURED PROMISSORY NOTE , 201 Temecula, California S FOR VALUE RECEIVED, the undersigned TEMECULA PACIFIC ASSOCIATES, a Califorriia 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 (S� [PURCHASE PRICE AMOUNT; PLUS $698,281 OF DEFERRED CITY FEES; PLUS PERM, LOAN OF $ I ,301,7191 (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 pennanent 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. I. 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 1 1096 4M 1123042 510. doe 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 Ieasing 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. S. 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 110864" 1 Q304251 vldm 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 Nate 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 tenns 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 ally default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited C-3 1 1 [l>364WOI \2304251 v1doc 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 11086- W113304251v1doc EXHIBIT "D" FORM OF CITY LOAN DEED OF- TRUST Ij►`I:I ��1:� x�I�7:7 �J �1�7u►In I � r�� City of Temecula 41000 Manz 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 RECORDFR'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 1 10$6-U04112304251 v1doc 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 cif 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 Caleb Roope, Manager D-2 1 1086-000112344251 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 tnithfulness, accuracy, or validity of that document. State of California County of On , before me, , (insm 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. 1 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, ! roan 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 11086-000 1 \23 0425 1 vldoc EXHIBIT A LEGAL DESCRIPTION Real property in the City of Temecula, County of Riverside. State of California, described as follows: PARCELS I 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 .TUNE 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 PU.IOL 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 N0. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 977-053-047-6 D-4 1 l086-0001 \23042510.doc EXHIBIT B RIDER TO DEED OF TRUST Exhibit B to Deed of Trust with Assignment of Rents dated as of , 201i, 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"). 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 tenn "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 11096-ODO112304251 A. doe 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 al City Manager D-6 1 1096-NO 1/2304251 v1dot 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 , 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 persons), 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 1108 6-0001123042510. doc 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 1 Deadline Items I — 10 Relate to Developer Actions and Requirements Prior to or through/at the Close of Escrow 1, Opening of Escrow, The Parties shall Within five (5) business days after the award of open escrow with the Escrow Holder. tax credits. 2. Preliminary Project Budget. The Prior and as a condition to Close of Escrow, Developer shall submit a preliminary Project Budget for the Improvements. 3, Final Plans and Specifications. The Prior and as a condition to Close of Escrow. Developer shall submit the Final Plans and Specifications for City approval. 4. Building Permits. The Developer shall Prior and as a condition to the Close of Escrow. obtain the Building Permit for the construction of the Improvements. 5. Construction Contract. The Developer Prior and as a condition to the Close of Escrow. shall submit the construction contract for the construction of the Improvements to the City for approval. 6. Performance and Payment Bonds. The Prior and as a condition to the Close of Escrow. Developer shall deliver to the City copies of the required performance and payment bonds. 7. Insurance. The Developer shall submit Prior and as a condition to the Close of Escrow. evidence of insurance to the Ci . S. 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 1 108R-0001 L3042510,doc Action Date 1 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. Cam letion 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 ofCompletion. E-2 11086-00010042 51 v4.doe DRAFT E\HIM'r "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-I 11086-0001 Q3042510Am EXHIBIT "G" FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS (Attached.) G-1 11086-0001\2304251 ❑3.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 fire 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: 977-053-021-2, 922-053-048-7 and 922-053-047-6 Summary• of Agreement: G-2 1 1096-NO1 \2304251 vlduc 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), c 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 1108 6-000112304251 v3.doc This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4), and shall be indexed against Developer. Date: , 201 By: Print Name: City Manager G-4 1109 6-0001 \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 ❑Frtcer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose narne(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislherltheir 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-S 11086-OOD 1 \23 0425 1 v3.doc 10:4111.11 W:1 LEGAL DESCRIPTION OF PROPERTY Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS I 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 G-6 1 I OS6-0001 Q304251 U3_ m 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 1 1086-0001 \2304251 vldoc EXHIBIT "H" FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS fQ 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 Pacify 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 Govemment Code Section 6103. 1 FFO11DABILITY 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-OW1\2304251vIdoc WHEREAS, the former Temecula Redevelopment Agency acquired the Site using its lowltnod 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 l I086 W 1 \2304251 v1doc Unit; for a Very Low Income Household, a monthly rent (including a reasonable utility allowance) which does not exceed one -twelfth (1112th) 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 (1112th) 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 G. "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. "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-OWIV-304251 3-duc Section 16. "Mau 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 tenninated, 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 BRI I BA 30% 3 1 BRA BA 50% 1 1 BRII BA 60% 2 2BRI1 BA 40% 3 3BR12BA 40% 1 Section I9. '`Regulatory Agrcemcnt" 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 1 1086-0001 M04251 vldoc 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 f 1086-0001 \2304251 v3.dvc 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 f'Aj16rdubilitip 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 1 1086-0001 \23042510.dnt 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 tenants). 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 Alf fordable Rent for the Required Affordable or dable 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 ❑DA, 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 11 OS6-0001 Q3 0425 1 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 1 1086.0001 \23042510-duc 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. Perfnrma►zce 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 detennine 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 11086-000) Q304251 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 Propery . 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 frorn 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: I.51C 11086-0(ki12304251O-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, (0 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 enine-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-1 1 110$6-0001 \2304251 v3.doe 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 1 1. Structural Chancre. 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, MIN 11086-0001 \23042510.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 (I -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. Ali 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 1 108 6-000 1 \2304251 v3.doe 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 compiled 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 Iiability 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 1 1086-0001123G425I v1doc 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. Dama a 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 ! 1086. *01Q3042510.dm 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 planner 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 Dental 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 I. 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 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 H-16 1 1096.0001 \2304251 v1doe 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 1 1086-000 t \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 T. 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 Manalger. 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 By: Caleb Roope, Manager CITY: CITY OF TEMECULA, a municipal corporation By: Print Name: Title: ATTEST: Randi ]ohl, City Clerk H-18 1t086- 00112304251v3_do� EXHIBIT A LEGAL ❑ESCRIPTION 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 I, 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-OW 1/2304251 vldor SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-047 753 5 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-6 H-20 11086-000 1 12 3 042 5 1 v3. doc VICINITY MAP City of Temecula PA18-0081 MCI am Feet This mapwu mad. 6y the CM oa Tamawla fl.opep I SYrrm The map '.rhobow data poticad 6ylh. Lrenlllo County Ar�ofe ❑ap�rnrlmentandC.YopmLun and Lend AHnapam.rd Ip.nq of W veryda Cau ft Tne Cmy of T.m.oda aa.r.aa rW —nand or legal For Me NORTH nfrmadw oontah.d on M. mop Data and it ortn.gon r.p.sanlad on rhl.map we sokimtto up do to and mod Acallan The Gawp rophic Inform" on System and odiw ioumea should be queried }- ha moo wWnl Wormeuon This m.p Io not for ra[flnl or nela i_ . �yrr iwuy vh;, Info<mal S, yet.. .. 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 names) 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 l 108E-000 1 M04251 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 hislherltheir 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 11 0864M 1 \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-23 !1086-0001.12304251v3.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 (Spare above for Recorder's Use.) This document is exempt from the payment of a rc*c:ording 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 1 10864)t 01 U3042 51 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 shah 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 (1112th) 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 (1112th) 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 1 1096-M 1/2304251 v1doc 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 Cade, as revised from time to time. Section 9. "City Grant Deed" means a grant deed in the form attached to the DDA. Section 10. "Common Areas" means all areas on the Site that are open or accessible to all tenants of the Site (such as grounds, but excluding interiors of Units). Section 11. "Extremely Low Income Household" means a household earning not greater than the extremely low income limit for Riverside County, adjusted for household size, pursuant to Health and Safety Code Section 50106. Section 12. "Gross income" means all payments from all sources received by a person (together with the gross income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) whether in cash or in kind as calculated pursuant to the Department of Housing and Urban Development ("HUD") Regulations (24 C.F.R. § 813) and 25 California Code of Regulations Section 6914. Section 13. "Household size appropriate to the unit' shall be two persons for a one bedroom unit, three persons for a two bedroom unit, and four persons for a three bedroom unit. Section 14. "Low Income Household" or "Lower Income Household" means a household earning not greater than the lower income household limit for Riverside County described in Health and Safety Code Section 50079.5 that is not a Very Low Income Household or Extremely Low Income Household. Section 15. "Low Income Unit" or "Lower Income Unit" means a Unit occupied at Affordable Rent by a Low Income Household. Section 16. "Map of the Site" means Exhibit B hereto. Section 17. "Median Income" or "Median Income for the Area" means the median income for the Sites most recently determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, or, if programs under Section 8 are terminated, Median Income for the Area determined under the method used by the Secretary prior to such termination. Such Median Income is published at 25 California Code of Regulations Section 6932, as modified from time to time. Section 18. "Prescribed Income Levels" means the following: H-26 11086-00011230425 I ►'3.dnr A. Thirty percent (30%) of Median Income for the Area for three (3) one-bedroorn 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 BRI1 BA 30% 3 1 BRl l BA 50% 1 1 BRI1 BA 60% 2 2BR11 BA 40% 3 3 BR12BA 40% 1 Section 19. '`Regulatory Agreement" means this Regulatory Agreement and any amendments, modifications or supplements. Section 20. "Rental Development" means the sixty (60) Unit residential rental development on the Site. Section 21. "Required Affordable Unit" means any of the ten (10) of the dwelling units in the Rental Development, and available to, occupied by, or held vacant for occupancy under this Agreement only by tenants qualifying as Extremely Low Income Households, Very Low Income Households and Low Income Households and rented at Affordable Rent. (One dwelling unit is a manager unit.) Section 22. "Required Covenant Period" means the period commencing on the date all Required Affordable Units have been completed as evidenced by the City's issuance of a Final Certificate of Occupancy for the Rental Development, and ending as of the Fifty-fifth (55th) anniversary thereof. Section 23. "Site" means all of the real property and appurtenances as described in the Recitals above. including all structures and other improvements thereon, and those hereafter constructed. Section 24. "Special Needs" means a household with one or more autistic children. H-27 H 086-0001 \2304251 vlduc 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 1 1086-M)112304251 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. Affordabili4� 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 af' 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 1: M!1 11 OK64)001 M04251 vldoc 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 lI 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 oJ* A116rdable Rent _ br 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 1100-0001 C3 042 51 v3.due 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: (jv) 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. lrerification 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 l 10964M 12304251 v1doe 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, Pedbrmance 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. (1) 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-3? I1086-0001\2304251O.doe 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. Resen,es. The Developer will maintain replacement reserves in accordance with the ❑DA 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 Perjorrn. 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 11086-000 1 \2304251 v1do (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 Egfbrcement. 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 1 1086-0001 �23 042 5 1 v 3, doc Section 7. Parking of Vehicles. Developer shall not pen -nit 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. SiVis 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 Chanuc. 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 Iaw. 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 andlor 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, el seq., and 24 C.F.R. § 100.300, el seq.). Developer is a sophisticated party, with substantial experience in the acquisition, development, financing, H-35 1 I086-ODO1 \2304251 v1doc 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 (1i) 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 Iighting 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 (I -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 1 fOK[+-0001Q3042510.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, Iitter 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. 1 1MMJW 11086-0001 \23 0425 1 v3.doc (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 (I 8) 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 tennination 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 1 1086-0001 Q304251 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. Time Limitation. Upon damage to the Site or the Rental Development or other improvements, Developer shall be obligated to proceed with all due diligence hereunder and commence reconstruction within two (2) months after the damage occurs and complete reconstruction within six (6) months after damage occurs or demolition and vacate within two (2) months, unless prevented by causes beyond their reasonable control, in which event reconstruction shall be commenced and completed at the earliest feasible time. ARTICLE V ENFORCEMENT Section 1. Remedies. Breach of the covenants contained in the Regulatory Agreement may be enjoined, abated or remedied by appropriate legal proceeding by City. No remedies shall be instituted until the party complaining of a violation has provided written notice to the other party and such party has failed to cure the alleged violation within thirty (30) days of receipt of the written notice. This Regulatory Agreement does not in any way infringe on the right or duties of City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings. Section 2. Nuisance_ The result of every act or omission whereby any of the covenants contained in this Regulatory Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy ailowable 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 Re air. 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 1 108fi-0UD 1123042510.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 Non -liability. 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 S. 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 11084-0001 \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 M. Caleb Roope, Manager CITY: CITY OF TEMECULA, a municipal corporation By: Print Name: Title: ►.10MOON Rand] 3ohl, City Clerk H-41 1 i086-NO1\2304251vJ,anc EXHIBIT A LEGAL DESCRIPTION OF THE SITE Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS I 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 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 77 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 ❑IEGO 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 I1086-WIL)3pd"_51vldoc 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 1 1086-0001 \2304251 v3.doc VICINITY MAP City of Temecula PA18-0081 o 250 Sao Fort The mapvrr r made 6y thebum date prod ad y the ver Inrannwry mw2 yearn Fhe reap a drMd hwn Ern drtr prpduC eddy the W venrde Caunq Aaa�vfa ' t my n no and the Tmseds ass r and Lend Managem gal Agency or Por'forth 1 N���� Wwrny ThaCity In dontNzaaeaaneenoHanmyarlagalIr�onrNllryforthe I tnrv�oon mntan.9 nn upa m� o.t. mdtteormaoun npnrn[ed on rnamap lr/ aubjectw update and modfrwuon me cenpnpnle info nnaoor syrem and @n of aoun:ra ennitd be q-'bd ror ha mna"nent i nfmm euon [wr t[,� In{ormotion ThH map ie nd ror repsM or rarie �y' +t:. Sy9tems 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 persons), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY CE 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 M04251 v1doc 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 names) is/are subscribed to the within instrument and acknowledged to me that be/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 i 10S6-00011231h4251duc 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 hislherltheir 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 hind and official seal. Signature. (Seal) H-46 1 108 6-000112304_151 v3,doc 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 Ilse 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 1 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 deterniination of satisfactory completion of the construction and development required by the DDA. C. City has conclusively determined that the construction and developti-tent 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- I 1 t0&6-000112304251v3.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 DeveIoper's compliance with those covenants in the ❑DA 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 M. , City Manager ATTEST: , City Clerk 1-2 1 1086-0001 \23042510.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 hislherltheir 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 3108E-OOD 1 \2304251-3.dox EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Temecula, County of Riverside, State of California, described as follows: PARCELS I 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 & 922-053-049-7 THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS RAILROA❑ 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 1-4 11 U8fiOM 1123042510 Aoc SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS. Assessor's Parcel Number: 922-053-047-5 I-5 1 1086-OW1 \2304251 Y3.doc Exnfflruw BASE PRO -FORMA (Attached.) J-1 1 1086-OW 1 \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 Creels Apts. Temecula, CA Total Land Costs Total Acquisition Costs New Construction and/or Rehabilitation Off -Site Work Prevailing Wages On Site Work Structures General Requirements Contractor Overhead Contractor Profit Construction Contingency Total Construction Costs Financing Costs Construction Loan interest Construction Loan Fee Construction Lender Costs (Legal, Etc.; Bond Issuer & Trustee Fees Permanent Loan Fees Permanent Loan Costs Tax Credit Fees Bond Counsel Financial Advisor Total Financing Costs Soft Costs Architectural Engineering/Surveying/E nv i ran me n to I Taxes During Construction Insurance Title & Recording Borrower Attorney Appraisal Local Tap, Building Permit, & Impact Fees Marketing Relocation Costs Furnishings Cost Certification Market Study Soft Cost Contingency Developer Overhead & Profit Consultant Fee Total Soft Costs Reserves Rent Reserve Operating Reserve Total Reserve Costs Project Costs $ 2,683,000 1,320,000 9.693.600 660,816 220,272 660,8 66 630,000 $ 13,185,504 $ 265,000 131,000 50,000 21,500 25,000 82,652 Cost Per Cost Per Tax Credit Unit Res. Sq. Ft. Eligible Basis $ 44,717 $ 47.50 S 22,000 161,5 00 11,014 3,671 11,014 S 219.758 $ 4,417 2,183 833 358 417 1,378 $ 575,152 $ 9,586 $ 400,000 200,000 16 75-5 197,$00 40,000 40,000 10,OQ0 1,619,643 $ 78,947 40,000 16,000 16 5Q 100,000 2,000,000 $ 4,756,390 $ 6,667 3.333 167 3,297 667 667 167 26,994 1.316 667 167 167 1,667 33,333 S 79.273 S 50.000 $ 833 113,496 9 1,892 $ 163,496 $ 2,725 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 xxxxxxxxxx 11,320,000 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 $ 10.18 $ 446,000 $ 7.08 3.54 0.18 3,50 0.71 0.71 0.1 s 28.68 1.40 0.71 0.18 0.18 1.77 35.41 $ 84.21 $ 0,89 2.01 $ 2.89 $ 400,000 200.000 10,000 197,800 40,000 40,000 10,000 1,619,643 xxxxxxxxxx xxxxxxxxxx 40,000 10,000 10,000 100,000 1,400,000 $ 4,077,443 xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx Totals $ 21,363,542 $ 356,059 $ 378.25 $ 17,708,947 Rev. 5/12/19 SOURCES & USES Vine Creek Apts. Temecula, CA CONSTRUCTION PHASE Sources of Funds L0:11RI1LMIZIEli.►334 Sources of Funds Tax Credit Financing $ 3,302.708 Total Tax Credit Financing City Land Loan $ 700,000 Permanent Loan City Impact Fee Loan $ 698,281 City Land Loan City Capital Loan $ 1.301.719 City Impact Fee Loan Other $ - City Capital Loan Other $ - Other Deferred Costs $ 163,495 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 Uses of Funds Uses of Funds Total Land Costs $ 2.683,000 Total Land Costs Total Acquisition Costs $ - Total Acquisition Costs New Construction and/or Rehabilitation $ 12,555,504 New Construction and/or Rehabilitation Construction Contingency $ 630,000 Construction Contingency Financing Costs $ 575.152 Financing Costs Architecture & Engineering $ 600.000 Architecture & Engineering Other Soft Costs $ 2,056.390 Other Soft Costs Developer Fees $ 2,000,000 Developer Fees Soft Cast Contingency $ 100,000 Soft Cost Contingency Reserves $ 163,496 Reserves Total Uses of Funds $ 21,363,542 Total Uses of Funds $ 16.513,542 $ 2,150,000 $ 700,000 $ 698,281 $ 1,301,719 $ 21,363.542 $ 2.683,000 $ 12,555.504 $ 630,000 $ 575,152 $ 600,000 $ 2.056,390 5 2.000.000 $ 100,000 $ 163,496 $ 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 + $ 4,705,784 = $ 18,820, 730 Syndicated at an Investment Rate of 99.99% at a Price of $ 0.8775 F 092 $ 0.75 Equals Tax Credit Equity Proceeds $ 16,513,542 'total Tax Credit Financing Permanent Loan City Land Loan City Impact Fee Loan City Capital Loan Other Other Financing Shortfall 1(Overage) Max. HOME - No Davis Bacon Max. HOME Units 1 1 Ratio to Tot. Units 18.33% Tot. Project Costs $ 21,363,542 HOME Loan $ 3,915,937 Rev. 5/ 12/ 19 $ 21,303.542 77.30% $ (16,513,542) 10.06% $ (2,150,000) 3,28% $ (700,000) 3.27% $ (698,291) 6.09% $ (1,301,719) 0.00% $ 0.00% $ 0.00% $ - HOME Units l # i Max. Subsidy l Subsidy by Type j Total Limit 1-Bedroom 1 $ 161,738 $ 161,738 $ 809,515 2-Bedroom 2 $ 196,673 $ 393,346 Loan Amount 3-Bedroom I $ 254,431 $ 254,431 $ 4-Bedroom 0 1 $ - $ - 1 0.IC Compliance with LIHTC Eligible Basis Limits Riverside Unit Number County Basis Size I of Units Limits Totals 1 7 $ 239,415 $ 1,675,905 2 32 $ 288,800 $ 9,241,600 3 21 $ 369,664 $ 7,762,944 4 0 $ $ Base Limit $ 18.680,449 Base Limit Pius Adjustments $ 20,100,092 Requested Eligible Basis $ 17,708,947 I L8962N s, Below I (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 eferred Contractor Profit $ - W eferred Developer Fee $ 2,000,000 onstruction Loan $ 13,197,339 Total Proiect Costs 5 21,363,54? OPERA TING & LOAN DETAILS Project: Fine Creek Apts. I Location: Temecula, CA Rev. 5/12/19 TCACAMI Number Avg. Unit Gross Urilin, Net Monlhly Annual Type Rent Level of Units 5g. Ft. Rent Allowance Rent Totals Totals 1 BRl i BA-CRL I BRA BA I BR11 BA-CRL I BR/ I BA-CRL 26RA BA 2BRJ1 BA-CRL 2BRI1 BA 2BRI1 BA 3BR12BA 313R12BA-CRL(1 j 3BR12BA 3BR12BA 4BR12BA 4BR12BA 4BRJ2BA 4BR12BA 3BR12BA 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% 3 890 647 79 568 1,704 20,448 50010 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% it 0 0 0 0 0 0 Manager's 1 1,050 0 0 0 0 0 oral Units & 5q. Ft. 60 54,830 % of Sy. Ft. °/o of Units `ommuntiy Facilities 1,650 Affordable Affordable otal Prnject 5 . F[. 56,480 I ()0,()0° o i 00,00'T Operating Deficit Guarantee 10°/0 of E'rrm. Year 1 O . I- x .. L215'000. 307,500 Guarantee S 307,500 Replacement Reser-,•es Standard/Unit S 250 UMR Min/Unit S 600 Reserve 1 Unit $ 2S0 Project Unit Mix Unit Type Number % of Total 1 Bdrm.11 Bat1t, I 1.67% 2 Bdrm./l Bath. 53.33% 3 Rdnn.l2 Bath. 35.00°/ 4 Bdrm.12 Bath. {1 0.00% 'I otals 6(l 100.00°/° Total Annual Rental Income Other Income Laundry IUnitlYear $ JOG Tenant Charges & Interest IUnWYear $ 50 Total Annual Other Income Total Annual Potential Gross Income Vacancy & Collection Loss 5°/0 Annual Effective Gross Income Average Affordability Unit F'actt�r 30% I K 30.51"0 0.09 40% 6 10.17% 0.04 50% 60% 6 29 10.17% 49.15° � 0.05 0.29 Average Affordability =1 =0/6 FF-$ 42,272 $ 507,264 $ 507,264 S 6,000 c 13 nnn 3 9,UUU $ 5'16,264 c 915c 0111" ? A^A ACA OPERA TING & LOAN DETAILS (continued) Project: Vine Creek Apts. 11 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 Camp 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: Femecula, CA Rev. 5.12119 % 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 S 36,900 3.14% 5.00% S 256.00 $ 15,400 0.22% 0.36% $ 18.00 $ 1,100 7.52% 12.00% S 615.00 $ 36,900 3.77% 6.00% $ 308.00 $ 18,500 3.67% 5.85% S 300.00 S 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% S 480.00 $ 28,800 5.02% 8,00% $ 410.00 $ 24,600 0.00% 0.000/0 $ - $ 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% 0.000/0 $ - $ 0.31% 0.49% $ 25.00 $ 1,500 1.82% 2.99% $ 152.00 $ 8,950 3.06% 4.88% $ 250.00 $ 15,000 $ 5,125 $ 307,500 $ 3,049 $ 182,951 LTV Restricted Loan Amounts DSC Ratio Restricted Loan Amounts 8.500°jo 9.000% 9.500% ** ** Fired Loan 90% 90% 90% ** ** Amount 1.25 1.39 1.47 1.55 I. i 5 l .20 S 1.937,128 S 1,829,510 1 $ 1,733,22011$ 2,334.902 1 $ 2,237,615 S 2.15il.im(] **11**11**11 O.068 1351 0.0681351 0.068135 5.5000/',, 5.500% 5.500% 5.500% 5.500% 5.500% 30 30 30 30 30 30 S 131,986 $ 124,653 $ 118,09_1 S 159,098 $ 152,459 $ 146,484 $ 50,965 S 58,298 $ 64,851) S 23,863 $ 30.49'_ $ 36,467 x Vine Creek Apts. Temecula, CA Rev- 511219 Multi -Year Stabilized OperatinL; 11ro-Forma RENTAL INCOME % AMT Nei Rem Unit - Yciu 1 No, of Units Annual Increase Year 1 Year 2 Year 3 Year 4 Year 5 1 BR.rI BA -CAL Xri� 344 2.5% 12,384 12,694 13,011 13,336 13.670 1 BR/ I BA 4(% 471) 1 2.5% 5,748 5,992 6,039 6,190 fi,345 I BR: I BA-CRL 50014 613 1 2.5v0 7,356 7,540 7,728 7,922 8.120 1 BRI I BA-CRL 60% 748 2 2,5% 17,952 18,401 18,861 19,332 19,81(1 2BR11 BA 3D% 406 9 1 2,5!0 43.848 44,944 46,068 47,220 48,400 .8PUIBA-CRL 40% 569 3 2,5% 20,448 20,959 21A83 22,020 22,571 2BR/IBA 50% 729 3 2.5% 1 26,244 26,900 27,573 28,262 28,968 213R'IBA 60% 891 17 2,5% 181,764 186,308 190,%6 195,740 200,633 3BR 2BA 300/ 462 6 15% 33,264 34,096 34,948 35,822 36,717 36R.211A-CRLf l j 400% 649 2 2.59a 15,576 15,965 16,365 16774 17,193 35R 2BA 504/0 835 2 2.5% 20,040 20,541 21,055 21,581 22,120 313R;214A 60% 1.022 10 2.5% 122,640 125,706 129,849 132,070 135,372 4BR'2BA 300/0 0 0 2.5% 4BR.-2BA 401/0 0 0 15% 4BR 2DA 50% 0 0 2.5% 4BR 2BA 60% 0 0 15% 3BR'2BA Managers 0 1 7.5% TOT AI.RFNTAT.INCOME 60 507,264 519946 532,944 546.268 559,925 (II I11 R IN( ONil Units no :.,i I , Year-3 Year-4 �ar-5 Laund 60 (WOO f+,150 6004 6.461 6,623 Tenant Charges & Intcresl 60 3,DW 3.075 3,152 3,231 3,311 1 f 1'Ik1 I11 11f It I \( r 1Nf l•: 9,000 9,225 9,456 1 9,692 9,934 MI r1 t 1 I ti [ t I \ 11 51 S 264 529,171 542,400 555,960 $69,859 �.I •..i: (25.9111 126,459) (27,120) (27748) (29.493) 4911.451 5112.112 515,280 521i.16' 541.366 mo OPERATING EXPEtiSES PerUmt -Yr, l %EGT Tncr.Nr ,a-1 1 _: i-2 Year-3 lciir-4 Yiw-5 Advertising 3 77 0,96; 3.p 4.600 4,761 4,928 5,100 5-79 Legal $ 33 0.4% 3.591, 2,000 2.070 2,142 2.217 2.295 Accountin Audit $ 67 0.80o 3,5% 4.000 4,140 4,285 4.435 4,5140 Security S 00,p., 3.5% - Other: Tel hone. Office Expense. Misr. S 199 2.4% 1 3.5% 11,950 12368 12,801 13,249 13,713 Management Fee S 492 5.9% 1 3.5 / 28,900 29,912 30,958 32,042 33,163 Fuel S 3 0.00/ 3.5% 200 207 214 222 230 Gas S 10 0.1% 3.5% 600 621 643 665 689 Electricity S 103 1.3% 3.5°i 6.200 6,417 6,642 6,874 7,115 Water/Sewer S 615 7.5% 3,5% 36000 1 38,192 39,528 40,912 42,344 On -Site Manager S 490 5.9% 3,5% 28,800 29,808 30,851 31,931 33,049 Maimenance Persannei S 410 5,0-" 3.P,o 24,600 25,461 26,352 27,274 28,229 Other: Payroll Taxes, Work Comp. Benefits S 238 2.9% 3,5% 14.300 14,801 15,319 15,855 16,410 Insurance S 200 2.4% 3.5°1. 12,000 12.420 12,855 13,305 13,770 Painting S 50 0.60/6 3.5% 3.000 3,105 3.214 3.326 3.443 Repaim S 565 6.90Nb 3.5% 33,900 35,087 36,315 37,586 38,901 Trash Removal S 257 3.1% 3,5%k 15,400 1 15,939 16,497 17,074 17,672 Exterminating S 18 0,2% 3,5% IA00 1,139 1,178 1,220 1,262 Grounds S 308 3.8% 3,5% 18,500 19,148 19,818 20,511 21,229 Elevator S 0.0% 3,50/v - Other: C'Ieanin • & Building Su lies S 360 4.4% 3.5% 21,600 22,356 23,139 23.948 24.786 Other: Licenses S 6 0.1°� 3,5% 350 362 375 398 402 Other: State Tax S 13 0,2% 3,5% 800 929 857 897 919 Other: S 0,0°'v 3,5% Other: S 0.0°0 3,5% Other: $ 0.00,•o 3.5% - TOTAL OPERATING EXPENSES S 4,495 269,700 279,140 288.909 299,U21 309.487 Internet Expense 5 0,000 3.5% Service Amenities 5 300 3.7% 3.5% 19,000 18,630 19,292 19,957 20,655 Reserve for Replacement S 250 3.1% 1 02i, I5,000 1 15,000 15,000 15.00D 15.0V0 Real Estate Taxes S 80 1.00/0 2,0"; 4.K00 1 4,896 4,994 5,094 5.196 TOTAL. EXPENSES, TAXES & RESERVES S 5,125 307,500 ?17.666 328.195 339,072 350,338 ('still I I.MA NVAILABI I I'(M 1) 1' l[ 1: 182'"1 INS.041t, 187,1195 I89dM11 110.112.8 REST SERVICE & OTHER DISTRIBI i IONS Luan AmuunI fear -I Year-2 Ycar-3 Ycar-4 5 Permanent Lmn Hard S 2.150.0IHt 146.484 146.484 146.494 146,484 1 •ir,,4k4 Other NA S - Asset Management Fees Sat 5 11,00U 11000 11,000 11.000 11,000 1 1.000 Other Sot S - City Land Loan So i 5 7D0 000 3,301 1.573 3,838 4,097 4,348 City Impact Fee Loan Sot S 698.2h 1 3.293 3,564 3,829 4,087 4,338 CiIX Capital Loan Sot 5 1,301.-P) 6,139 6.644 7,138 7,619 8,086 Other Safi S - ANNC'AL NET CASH FLOR 12,734 13,791 14,805 15,803 16,772 Deferred De%. Fee Balanct Intvrett Rate: 0.00'0 - - - Dehr Service Coverage Raiiu on Bard Itch 1.25 1 1.26 1 1.28 1.29 1.30 Vine Creek Apts. Temecula, CA Multi -Year Stabilized Operating Pro -Forma RENTAL INCOME % AM] ?vet Rent a Unit - Year 1 No, of Units Annual Increase Year 6 Year 7 Year 8 Year 9 Year 10 1 BR/ I BA-CRL 30% 344 3 2.5° it 14,011 14.362 14,721 15,089 15,466 1BR! IBA 4001. 479 1 2.5°6 6,503 6.666 6,833 7,003 7,178 1 RR: I BA-['RL 5001-u 613 1 2.5% 8,323 8,531 8,744 8,963 9,187 1BRIIBA-CRL 60°ri 749 2 2.5% 20,311 20,819 21.339 21,973 22,420 2BFUIBA 30% 406 9 1 2.5% 49,610 1 50,830 52,121 53.425 1 54.760 2BRJIBA-CRL 400/6 568 3 2.5% 23,135 23,713 24.306 24,914 25.537 2BWIBA 50010 729 3 2.5% 29,693 30,435 3 1. 196 31,976 32,775 2BRi I BA 600/ 891 17 2.5% 205.649 210.791 216,060 221,462 226.499 3BR12BA 309/i 462 6 2.5% 37.635 38,576 39,540 40.529 41.542 3BRJ2BA-CRL(I) 40% 649 2 2.5% 17.623 18.063 18,515 18,978 19.452 3BR12BA 50% 835 2 2.5% 22,673 23.240 23,821 24.417 25,027 3BR12BA 60% 1.022 10 1 2.5% 138,756 1 142.225 145,780 149.425 1 153,161 4BRJ20A 30% 0 ❑ 1 2.5% 4BR12BA 400o S7 0 2.51!,o 4DR12DA 50% 0 0 2.5% 4BR 26A 60% 0 0 2.5% 3131L2BA manager's 0 1 2.5% TOTAL RF , I �1. I\( WIE 60 573.923 588.271 602.977 618,052 633,503 OTIll i{ I\t (INIE Units 1ncr.'Yr Year-6 7ear-7 fear-8 Yem-9 Year-10 LaWndly 60 25°L 6.798 61958 7,132 7,310 7,493 Tenant Charges & lnteresl 60 2.5% 3,394 3,479 3,566 3,655 3,747 TOTAL OTHER INCOME 10.183 10,437 10,698 10.966 11,240 TOTAL INCOME 584,105 598,708 613,676 629,018 644,743 Less Vacanev Allowance 5% (29.2051 (29.935) 130.684) 131.451) (32,237) (. W p'ti - l ti [ f r11 F. ^ 5 3'N}u zz68,.773 582,992 597,567 612,506 c 11'LRATING EXPENSES Per Unit - Yr. l %EGI lnrr 1 : )'ear-7 Year-8 7ea1-9 77-10 Qvvrtising 5 77 0.9eo -.•1n+ 5.655 5.852 6.057 6.269 Legal 5 33 0.41i� 3.5°r, _',375 2,459 2.545 2,634 2,726 Accountin •'Audit 5 67 0.84%, 3.53, 4.751 4.917 5.089 5,267 5A52 Security S 0.0% 3.5" 6 - - Other: Telephone, Office Expense, Misc. S 199 2,40% 3.5"i 14,193 14,690 15,204 15,736 16,287 Management Fee 5 482 5.90i 3.51,0 34,324 35,525 36,769 39,056 39,388 Fuel $ 3 0.00/ 3.5% 239 246 254 263 273 Gas S 10 0.1% 3.5% 713 1 738 763 790 1 818 Electricity S 103 1.390 3.5"0 7.304 7,621 7,988 8,164 9,450 Water/'Sewer S 615 7.S% 3.5% 43,826 45,360 46.947 4&390 50.291 On -Sire Manager S 480 5.9°16 3.5% 34.205 35,403 36,642 37,924 39,251 Mainit!nance Personnel S 410 5.0% 3.5% 29.217 30,240 31,298 32394 33,527 Other: Payroll Taxes. Work Comp. Benefits 5 238 2.9 ro 3.5% 16.984 17,579 18,194 18,930 19,489 Insurance S 200 2.4% 3.5"e 14,252 14,751 I5,267 15,802 16,355 -Painting S 50 0.6% 3.5% 3,563 1 3,688 3.817 3,950 1 4,OR9 Repairs S 565 6.9% 3.5% 40,263 41,672 43,130 44,640 46,202 Trash Removal S 257 3.1 0 3.5% 18.290 18.931 19,593 20,279 20,989 Exterminating 5 18 01% 3.5% 1,306 1,352 1.400 1.448 1.499 Grounds 5 308 3.8% 3.5% 21,972 22,741 23,537 24,361 25,214 Elevator S 0.00/0 3.5 /o - - - Other: CIcan in . & BuiIding Svpplies 5 360 4A% 3.5% 25,654 26,552 27,481 28,443 29.439 Other: Licenses 5 6 0.1% 3.5% 416 1 430 445 461 477 Other: State Tax S 13 0.2% 3.5% v50 983 1.019 1.053 1,090 Other: 5 0.0% 3.5°. o - Other: S 0.0% 1 3.5" o (Xhcr S 0.0% 3.55. TOTAL OPERATING EXPENSES 5 4A" 320.319 331,460 343,134 355,143 367,573 Interact Expcwse 5' 0.0% 3.5°: Service Amenities S 300 3.7°, 3.5°c 21.378 22.1'_7 22,901 23,7[}3 24,532 Reserve for Rmlacemrnt S 250 3.1°i 0.0% 15,M)0 15,000 15.000 15.OW 15,000 Real Estate I:i%.+ S 80 1.0% 2,0"•. 5.300 5.406 5.514 5.624 5.736 TOTAL EXIT USES, TAXES & RESERVES 5 5,125 1 361.997 374.062 396,54R 399,470 412,942 CASH FLON% II % I t I I I [lI 1)1111 1,1 R I[ E 192.903 194."11 10644.1 199.097 194.t,64 DEBT SERVICE & 01I1I=R DISI RIBUI-IONS Loan Amount Year-6 fear-7 Year-8 1•ear-9 Year-10 Permanent Loan Hard S 2,150.000 146,484 146.484 146,484 146.494 146,494 Other NA 5 Asset Mana •ement Fcca So i S 11,000 I l ,f1(10 11,000 1 i,000 11,(1(1U 11,000 Outer Snli S City Land Loan Spj i S 700,000 4,591 4,826 51050 5,265 5,468 City Impact Fee Loan Sn i 5 698,N 1 4,590 4,814 5.038 5,252 5.454 Cit •Capita I Loan Snli 5 1.301.719 8,538 8,474 9.391 9,790 1 10,168 Other So i 5 ANNJ' Al..L'F.T CASH FLON 17,710 18,613 19,4811 211,306 2 L11941 Deferred ❑et. Fee Balanrt lulcrr•st Rate: 0.00% - - - - Ileht Scr,6ice Coverage Rat in on Ilard Dili 1.32 1.33 1.34 1.35 i.31i Vine Creek Apts. Temecula, CA Multi -Year Stabilized Oneratine Pro -Forma RENTAL INCOME % AMI Net Rent / Unit - Year I No. of ['hills Annual Increase Year 11 Year 12 Year 0 Year 14 Year 15 1BRIIBA-CRL 30% 344 ? 2.511, 15,853 16,249 16,655 17,071 17,499 1BRABA 40% 479 1 2.5% 7,358 7,542 7,730 7,924 8.122 1 HR. I BA-CRL 501.0 613 1 2.5% 9,416 ),652 9.893 10,140 10,394 1BRI[BA-CRL 6w/4 748 2 2.5% 22,980 23,555 24,143 24,747 25.366 2BRIIBA 300/6 406 9 2.5% 56,129 57,532 58,971 60,445 61,956 2BR/IBA-CRL 409•'b 568 3 2.5% 26,175 26,930 27,500 28,198 28.892 2BRABA 50% 729 3 2.5% 33.595 34,434 35,295 36,179 37,082 2BR IBA 6000 891 17 2.5% 232.(,73 238.490 244.452 250,564 256.829 3BR/28A 300/0 462 6 2.5% 42,581 43,645 44,736 45,855 47,00) 3BR/2BA-CRL Il 40% 649 2 2.5% 19,939 20,437 20,948 21,472 22,009 3BR/2BA 50% 835 2 1 2.5% 25.653 26,294 26,952 27,625. 28.316 3BR/2BA W/0 1,022 10 1 2.5% 156,990 160,914 164,937 169.061 1 173,297 4BR,'2BA 30%i, 0 0 2.5° 4BR/2BA 400/6 0 0 2.5% 4BR!2BA 5M 0 0 2.5% 4BR.2BA 600/4 0 0 2.5% 3BRf2BA Manages 0 1 2.5% TOTA1. RF\ l Ni. INCOME 60 649,341 665,574 682,214 699,269 716,751 [YI111 k Iti[ ())It: Units lnct-Nr. Year- I1 Year-12 Year•1 , fear-14 Year-15 1.aundr 60 2_5% 7,681 7.873 8,069 9.271 9,478 Tenant Charges& Interest 60 2.5% 3.840 3.936 4,035 4,136 4,239 TOTAL OTHER INCOME 11,521 11.111M 12,104 12,407 12,717 TOTAL INCOME 660,862 67 .+y 694,318 711,676 729,468 I-ess Vacancy Allowance 51� (33,043) [33.xt••t+ (34.716) (15,5941 (36.473) GROSS INCOME 627,819 643,514 654.602 676,1192 02,995 OPERATING EXPENSES Per Unit - Yr. I %EGI ]ncr. )l )-ear-I I Year-12 Y ear-13 fear-14 f71.17 Advertising s 77 0.9% 3.5, 6,489 6.716 6.951 7,194 7,446 Legal S 33 0.4°! 3.5% 2,821 2,920 3,022 3,128 3.237 Accountm 'Audit S 67 0.8% 3.5% 5.642 5,840 6.044 6.256 6,475 Security 5 0.0% 3.5% - Other: Telephone. Office Expense, Misc. S 199 2.4% 1 3.5% 16,857 17,447 ]8,057 18,689 19,343 Management Fee S 482 5.94/o 3.5% 40.766 42.193 43.670 45,198 46,780 Fuel S 3 0,0% 3.5% 282 292 302 313 324 Gas S 10 0.110 3,3% 846 876 907 938 971 Electricity S 103 1.3% 3 5% 8,746 9,052 9.369 9.697 10436 WaterSewer S 60 7.5% 3.5% 52,051 53,873 55.758 57,710 39.730 On-Si[e Managcr S 480 5.9% 3.5% 40.625 1 42.047 43 519 45,042 46,618 Maintenance Personnel S 410 5.0% 1 3.5% 34,701 35,915 37,172 38,473 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 S 200 2.4% 3.5%u 16,927 17.520 18,133 18,767 19,424 Painting S 50 0.6% 3.5% 4,232 4.380 4,533 4,692 4.856 Repairs S 565 6.9% 3.5% 47.919 49.493 51,225 53.018 54,874 Trash Removal S 257 3.1°/ 3.5% 21,723 22.494 23.270 24,085 24,92.8 Exterminating S IS 0.2% 3.5% 1,552 1 1.606 1,662 1.720 1,781 Grounds S 308 3.8%% 1 3.5% 26,096 27.009 27,955 28,933 29,946 Elevator S - 0.0% 3.5% 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: Slate Tax $ 13 0.2% 3 5% 1,128 1A68 1.209 1,251 1.295 Other: S 0.0% 3.5% - Olher: S 0.0% 3.59'o Othcr: S OA% 35% TOTAL OPERATING EXPENSES $ 4.495 380,438 393.754 407,535 421,799 436,562 Internet Expense 5 0.0% 3.5% - Service Amenities S 300 3.7% 3.5°I 25.391 26.279 27.i99 28,151 29,137 Reserve for Replacement S 250 3.1% 0.0% 15,000 15,000 15,000 15.000 1501(1 Real Estate Taxes S 80 1.0% 2.0% 5,851 5.968 6,088 r,,209 6.333 TOTAL EXPENSES. TAXES & RF:SI RI $ 5,125 426.680 44101 455,822 471,159 487.012 CAS II11. 1).)II.IBI I:101Z I11:1;1 "I.R 1[ F _rlll,i38 2112.1�11 2113:?x11 204,932 2115.963 MIFF SER1 ICE & OTHER NTT R I It i TIONS Loan Amount Ycar-I I )'car-12 Year- I3 !'car-14 Ycar-IS Permanent Loan !lard $ 1150.000 146,484 146.484 146,484 146AK4 146.484 Other ti.4 S Asset Management Fees So r S 11,000 11,00[I 11,000 11.000 1 LWI 11.000 Other So r 5 Cit • Land Loan So f S 700,000 5,659 5,837 6,001 6,151 6.284 Cal Impact Fee Loan Safi S 698,281 5.645 5,823 5,987 6,136 6.269 City Capital Loan So i 5 1.301,719 10.523 1055 11,160 11,438 1106 Other Soft S - - ANNUAL NET CASH FLOW 21,827 22,514 23.148 23,724 24,239 Deferred Dev. Fee Balanct Interest Rate: 0.00 % - - Debt Service Coverage Ratio on Hard Deb 1 1.37 1 18 1.39 1,40 1.41 TEMECULA REDEVELOPMENT PROJECT TEMECULA, CALIFORNIA SUMMARY REPORT PERTAINING TO THE PROPOSED SALE OF CERTAIN PROPERTY WITHIN THE REDEVELOPMENT PROJECT AREA California Community Redevelopment Law Section 33433 PURSUANT TO THE SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF TEMECULA AND TEMECULA PACIFIC ASSOCIATES, L.P. Temecula, California November 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 1.72 Acres City Property 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. In February 2022, the City and Developer are entered into a Second Amendment to the Disposition and Development Agreement to increase the City Loans to $6,710,000. The Developer has secured an additional public funding source from the County of Riverside (County). The City and Developer are proposing to enter into a Third Amendment to the Disposition and Development Agreement to revise the percentage split of residual receipts to account for the new loan from the County. 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; Section 33433 Summary Report Page 1 Vine Creek Apartments 22103 ka I 19454.049.010 4. The compensation to be paid to the City pursuant to the proposed transaction; 5. An explanation of the difference, if any, between the compensation to be paid to the City under the proposed transaction, and the fair market value at the highest and best use consistent with the Redevelopment Plan; and 6. An explanation of why the conveyance of the interest will assist with the elimination of blight. 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 $6,564,000. • The estimated fair market value of the interest to be conveyed at its highest and best use is $706,000. • 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 $5,700,000. 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 80% of Area Median Income (AMI). Section 33433 Summary Report Page 2 Vine Creek Apartments 22103 ka I 19454.049.010 D. Proposed Transaction Terms This section summarizes the salient aspects of the business terms contained in the proposed Agreement. • The City will convey fee simple title for the City Property to the Developer for a purchase price of $710,000 (Purchase Price). • The Developer will construct 59 residential units, affordable to Extremely Low-, Very Low-, and Low-income households, and one (1) manager unit. • 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 has secured funds from the California Debt Limit Allocation Committee (CDLAC) for a tax-exempt bond and 4% Low Income Housing Tax Credits (LIHTCs). • 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 Page 3 Vine Creek Apartments 22103 ka 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 Page 4 Vine Creek Apartments 22103 ka I 19454.049.010 II. COSTS OF THE AGREEMENT TO THE CITY The estimated costs of the Agreement total $6,564,000, 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) $80,000 Subtotal $564,000 Add: City Loans $6,710,000 (Less) Purchase Price received for City Property ($710,000) Total City Costs $6,564,000 (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 Page 5 Vine Creek Apartments 22103 ka 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 City contracted with Perdue Russell & Matthies Real Estate for an appraisal of the City Property. The appraiser estimated the current market value of the City Property as of October 14, 2022. The appraisal does not consider the specific conditions, covenants, and restrictions contained within the Agreement. As such, the appraiser concluded the fee simple market value of the City Property, as is vacant, to be $706,000. 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 appraiser's 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. Cnnr1w;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 $706,000. Section 33433 Summary Report Page 6 Vine Creek Apartments 22103 ka 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 $35,858,000, or $635 per SF Gross Building Area (GBA), which equates to approximately $598,000 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 $24,000,0000, or $425 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 $7,423,000, or 30.9% 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 $2,585,000, or 10.8% of direct costs. Section 33433 Summary Report Page 7 Vine Creek Apartments 22103 ka 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 applied 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) 4 units 3 units 7 units Very Low Income (50% AMI) 1 unit 5 units 6 units Low Income (60% AMI) 31 units 2 units 33 units Low Income (80% AMI) 13 Units 0 units 13 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 60% AMI. Based on these restrictions, total annual rental income amounts to $795,000. • 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 $5,800 per unit per year. In addition to the operating expenses listed above, these consist of property taxes/assessments (it is assumed that the Project will qualify as exempt from property taxes), replacement reserves, tenant services, and monitoring fees. Section 33433 Summary Report Page 8 Vine Creek Apartments 22103 ka I 19454.049.010 Based on these assumptions, stabilized annual NOI for the proposed Project is estimated at $416,000. 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 $6,350,000 Tax Credit Equity Investment — Federal $10,949,000 Tax Credit Equity Investment — State $7,848,000 Solar Tax Credits $180,000 Deferred Developer Fee $1,342,000 Permanent Local Housing Allocation (PHLA) Loan $2,800,000 WRCOG TUMF Fee Waiver $389,000 Total Sources of Funds $29,858,000 The total funding sources of $29,858,000 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 $29,858,000 ($35,858,000) Residual Land Value — City Property ($6,000,000) Conclusion 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 Page 9 Vine Creek Apartments 22103 ka 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 $300,000, 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 $300,000 Total Compensation to City $1,010,000 (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 $1,010,000 ($6,710,000) Total Effective Compensation to City ($5,700,000) Conclusion Based on the foregoing analysis, KMA concludes that the effective compensation to be paid to the City for the City Property is negative $5,700,000. Section 33433 Summary Report Page 10 Vine Creek Apartments 22103 ka 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 $706,000. The compensation to be paid to the City pursuant to the Agreement is estimated by KMA to be negative $5,700,000. 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 Page 11 Vine Creek Apartments 22103 ka 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 Page 12 Vine Creek Apartments 22103 ka 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 Page 13 Vine Creek Apartments 22103 ka 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 Units @ 30%AMI Units @ 50%AMI Units @ 60%AMI Units @ 80%AMI Manager Unit Total Average Affordability - Excl. Manager Unit VI. 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 Number of Units Average 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 City Restricted Ex.Low Units 3 Units 30% 7 Units 12% 6 Units 10% -------------------------------------- ; Very Low 5 Units 50% 33 Units 55% Low 2 Unit 20% 13 Units 22% -- 0 Units 0% 1 Unit 2% -- 0 Units 0% 60 Units 100% 10 Units 100% 60% AMI Su rface/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_v6_33433;11/8/2022;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 $2,060,640 $34,344 $21 Per SF Site Parking $825,000 $13,750 $25,000 Per Space - Garage Shell Construction $19,874,083 $331,235 $352 Per SF GBA FF&E $40,000 $667 Allowance Contingency $1,200,000 $20,000 5.3% of Directs Total Direct Costs $23,999,723 $399,995 $425 Per SF GBA II. Indirect Costs Architecture & Engineering $750,000 $12,500 3.1% of Directs Permits & Fees (3) $2,031,213 $33,854 $36 Per SF GBA Legal & Accounting $80,000 $1,333 0.3% of Directs Taxes & Insurance $384,400 $6,407 1.6% of Directs Developer Fee $3,842,200 $64,037 16.0% of Directs Marketing/Lease-Up $85,379 $1,423 0.4% of Directs Contingency $250,000 $4,167 1.0% of Indirects Total Indirect Costs $7,423,192 $123,720 30.9% of Directs III. Financing Costs Loan Fees $464,750 $7,746 1.9% of Directs Interest During Construction/Lease-Up $880,000 $14,667 3.7% of Directs Carrying Costs $852,572 $14,210 3.6% of Directs Title/Recording/Escrow $50,000 $833 0.2% of Directs TCAC Fees/Syndication Costs $39,073 $651 0.2% of Directs Operating Lease-Up/Reserves $298,256 $4,971 1.2% of Directs Total Financing Costs $2,584,651 $43,078 10.8% of Directs IV. Total Development Costs (Rounded) $34,008,000 $566,800 $602 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 $35,858,000 $597,633 $635 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 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_v6_33433;11/8/2022;rsp Page 15 TABLE 3 NET OPERATING INCOME VINE CREEK APARTMENTS CITY OF TEMECULA # of Total I. Gross Scheduled Income TCAC CRL Units Month (1) Annual One Bedroom @ 30% AMI 30% AMI 3 $419 $15,084 One Bedroom @ 50% AMI 50% AMI 1 $749 $8,988 One Bedroom @ 60% AMI 60% AMI 2 $914 $21,936 One Bedroom @ 80% AMI -- 1 $1,244 $14,928 ---------------------------------------------------------------------------------------------------------------------------- Two Bedroom @ 30% AMI 50% AMI 3 $492 $17,712 Two Bedroom @ 50% AMI -- 3 $888 $31,968 Two Bedroom @ 60% AMI -- 19 $1,086 $247,608 Two Bedroom @ 80% AMI -- 7 $1,482 $124,488 Three Bedroom @ 30% AMI 50% AMI 1 $556 $6,672 Three Bedroom @ 50% AMI -- 2 $1,014 $24,336 Three Bedroom @ 60% AMI -- 12 $1,243 $178,992 Three Bedroom @ 80% AMI -- 5 $1,701 $102,060 Three Bedroom Manager --------------------------------------------------------------------------------------------------------------------------- -- 1 $0 $0 Total 60 $1,104 $794,772 --------------------------------------------------------------------------------------------------------------------------- Add: Other Income $13 /Unit/Month 9 000 Total Gross Scheduled Income (GSI) $803,772 II. Effective Gross Income (EGI) (Less) Vacancy 5.0% of GSI 40 036 Total Effective Gross Income (EGI) $763,736 III. Operating Expenses (Less) Operating Expenses (2) $4,947 /Unit/Year ($296,800) (Less) Property Taxes/Assessments (3) $137 /Unit/Year ($8,200) (Less) Tenant Services $300 /Unit/Year ($18,000) (Less) Replacement Reserves $250 /Unit/Year ($15,000) (Less) County Monitoring Fees 167 /Unit/Year 10 000 Total Expenses $5,800 /Unit/Year ($348,000) 45.6% of EGI IV. Net Operating Income (NOI) $415,736 (1) Maximum rents are calculated based on 2022 Tax Credit Allocation Committee (TCAC) income levels and 2022 California Redevelopment Law (CRL) limits as noted above. Maximum rents are net of monthly utility allowance of $76 for one -bedroom, $102 for two -bedroom, and $130 for three -bedroom units. (2) Includes management fee of $45,100, or approximately $63/unit/month. (3) Assumes that the project will receive tax-exempt status. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v6_33433;11/8/2022;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) Tax Credit Equity Investment - State (2) Solar Tax Credits Deferred Developer Fee (3) County Permanent Local Housing Allocation (PLHA) Loan (4) WRCOG TUMF Fee Waiver (5) Total Sources of Funds Total Per Unit $6,350,000 $105,800 $10,949,000 $182,500 $7,848,000 $130,800 $180,000 $3,000 $1,342,000 $22,400 $2,800,000 $46,700 389 000 $6,500 $29,858,000 $497,600 II. (Less) Development Costs - Excl. City Property Acquisition Costs ($35,858,000) 597 600 III. Residual Land Value -City Property ($6,000,000) ($100, 0001) 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_v6_33433;11/8/2022;rsp Page 17 TABLE 4 (CONT-D.) RESIDUAL LAND VALUE VINE CREEK APARTMENTS CITY OF TEMECULA (1) Supportable Permanent Loan NOI $415,736 Interest Rate 4.55% Term (years) 40 Debt Coverage Ratio 1.20 Annual Debt Service $345,024 Supportable Permanent Loan $6,350,000 (2) Low Income Housing Tax Credits Awarded July 2022 Estimate of Eligible Basis: Total Development Costs $35,858,000 (Less) Ineligible Costs 10% ($3,650,676) Eligible Basis $32,207,324 A. Federal Tax Credit Proceeds: Total Requested Unadjusted Basis $32,207,324 Impacted Bonus Factor 100% $32,207,324 Tax Credit Qualified Units/Applicable Factor 100% $32,207,324 Tax Credit Rate 4.00% $1,288,293 Total Tax Credits @ 10 $12,882,929 Limited Partner Share 99.99% $12,881,641 Tax Credit Equity Investment @ 85% $10,949,395 B. State Eligible Basis $29,068,650 Tax Credit Qualified Units/Applicable Factor 30% $8,720,595 Limited Partner Share 100% $8,719,723 Present Market Value @ 90% $7,847,751 (3) Estimate of Deferred Developer Overhead Fee Eligible Basis $32,207,324 (Less) Developer Fee ($3,842,200) Unadjusted Eligible Basis $28,365,124 Total Developer Overhead Fee 13.5% $3,842,200 Developer Overhead Fee $3,842,200 Total Deferred Developer Overhead Fee 34.9% $1,342,200 Upfront Developer Fee $2,500,000 Per Unit $42,000 (4) County Permanent Local Housing Allocation (PLHA) $2,800,000 Awarded 2021 (5) WRCOG TUMF Fee Waiver $389,000 Developer estimate. Not verified by KMA or City. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula —Vine Creek_v6_33433;11/8/2022;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 Tota I VI. Net Cash Flow VII. Developer Fee Repayment Beginning Balance Interest (Less) Cash Flow Credit Ending Balance Vill. Cash Flow Available for Distribution (3) 1 2 3 4 5 6 7 8 9 2.5% $794,772 $814,641 $835,007 $855,883 $877,280 $899,212 $921,692 $944,734 $968,353 2.5% $9,000 $9,225 $9,456 $9,692 $9,934 $10,183 $10,437 $10,698 $10,966 5.0% 40 036 41 193 42 223 43 279 44 361 45 470 46 606 47 772 48 966 $763,736 $782,673 $802,240 $822,296 $842,853 $863,925 $885,523 $907,661 $930,352 348 000 359 982 372 379 385 204 398 474 412 203 426 407 441 104 456 309 $415,736 $422,691 $429,861 $437,091 $444,379 $451,721 $459,115 $466,557 $474,043 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 $70,712 $77,667 $84,837 $92,067 $99,355 $106,697 $114,091 $121,533 $129,019 1.5% ($6,000) ($6,090) ($6,181) ($6,274) ($6,368) ($6,464) ($6,561) ($6,659) ($6,759) 1.5% 6 000 6 090 6 181 6 274 6 368 6 464 6 561 6 659 6 759 ($12,000) ($12,180) ($12,363) ($12,548) ($12,736) ($12,927) ($13,121) ($13,318) ($13,518) $58,712 $65,487 $72,474 $79,519 $86,619 $93,770 $100,970 $108,215 $115,502 $1,342,200 $1,283,488 $1,218,001 $1,145,527 $1,066,007 $979,388 $885,618 $784,649 $676,434 0.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 58 712 65 487 72 474 79 519 86 619 93 770 100 970 108 215 115 502 $1,283,488 $1,218,001 $1,145,527 $1,066,007 $979,388 $885,618 $784,649 $676,434 $560,932 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. $0 $0 $0 $0 $0 $0 $0 $0 $0 Prepared by: Keyser Marston Associates, Inc. Page 19 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA 10 11 12 13 14 15 16 17 18 19 I. Gross Scheduled Income (GSI) 2.5% $992,561 $1,017,375 $1,042,810 $1,068,880 $1,095,602 $1,122,992 $1,151,067 $1,179,844 $1,209,340 $1,239,573 Other Income 2.5% $11,240 $11,521 $11,809 $12,104 $12,407 $12,717 $13,035 $13,361 $13,695 $14,037 (Less) Vacancy 5.0% 50 190 51445 52 731 54 049 55 400 56 785 58 205 59 660 61 152 62 681 II. Effective Gross Income (EGI) $953,611 $977,451 $1,001,888 $1,026,935 $1,052,608 $1,078,923 $1,105,896 $1,133,544 $1,161,882 $1,190,930 (Less) Operating Expenses (1) 472 040 488 317 505 157 522 581 540 609 559 261 578 559 598 526 619 185 640 561 III. Net Operating Income (NOI) $481,571 $489,134 $496,730 $504,354 $512,000 $519,663 $527,338 $535,018 $542,697 $550,369 (Less) Debt Service 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 IV. Project Cash Flow $136,547 $144,110 $151,706 $159,330 $166,976 $174,639 $182,314 $189,994 $197,673 $205,345 V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee 1.5% ($6,860) ($6,963) ($7,068) ($7,174) ($7,281) ($7,391) $0 $0 $0 $0 (Less) General Partner Asset Mgmt. Fee 1.5% 6 860 6 963 7 068 7 174 7 281 7 391 7 501 7 614 7 728 7 844 Total ($13,721) ($13,926) ($14,135) ($14,347) ($14,563) ($14,781) ($7,501) ($7,614) ($7,728) ($7,844) VI. Net Cash Flow $122,826 $130,184 $137,571 $144,982 $152,413 $159,858 $174,812 $182,380 $189,945 $197,501 VII. Developer Fee Repayment Beginning Balance $560,932 $438,106 $307,922 $170,351 $25,369 Interest 0.0% $0 $0 $0 $0 $0 (Less) Cash Flow Credit 122 826 130 184 137 571 144 982 ($25,369) Ending Balance $438,106 $307,922 $170,351 $25,369 $0 Vill. Cash Flow Available for Distribution (3) (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. $0 $0 $0 $0 $127,044 $159,858 $174,812 $182,380 $189,945 $197,501 Prepared by: Keyser Marston Associates, Inc. Page 20 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income (GSI) Other Income (Less) Vacancy II. Effective Gross Income (EGI) (Less) Operating Expenses (1) III. Net Operating Income (NOI) (Less) Debt Service IV. Project Cash Flow V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee (Less) General Partner Asset Mgmt. Fee Tota I VI. Net Cash Flow 20 21 22 23 24 25 26 27 28 2.5% $1,270,562 $1,302,326 $1,334,885 $1,368,257 $1,402,463 $1,437,525 $1,473,463 $1,510,299 $1,548,057 2.5% $14,388 $14,748 $15,116 $15,494 $15,881 $16,279 $16,685 $17,103 $17,530 5.0% 64 248 65 854 67 500 69 188 70 917 72 690 74 507 76 370 78 279 $1,220,703 $1,251,220 $1,282,501 $1,314,563 $1,347,427 $1,381,113 $1,415,641 $1,451,032 $1,487,308 662 677 685 560 709 236 733 734 759 080 785 306 812 442 840 518 869 569 $558,026 $565,660 $573,265 $580,830 $588,347 $595,807 $603,199 $610,514 $617,739 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 $213,002 $220,636 $228,241 $235,806 $243,323 $250,783 $258,175 $265,490 $272,715 1.5% $0 $0 $0 $0 $0 $0 $0 $0 $0 1.5% 7 962 8 081 8 202 8 325 8 450 8 577 8 706 8 836 8 969 ($7,962) ($8,081) ($8,202) ($8,325) ($8,450) ($8,577) ($8,706) ($8,836) ($8,969) $205,040 $212,555 $220,038 $227,480 $234,873 $242,206 $249,470 $256,653 $263,746 VII. Developer Fee Repayment Beginning Balance Interest 0.0% (Less) Cash Flow Credit Ending Balance Vill. Cash Flow Available for Distribution (3) $205,040 $212,555 $220,038 $227,480 $234,873 $242,206 $249,470 $256,653 $263,746 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. Prepared by: Keyser Marston Associates, Inc. Page 21 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income (GSI) Other Income (Less) Vacancy II. Effective Gross Income (EGI) (Less) Operating Expenses (1) III. Net Operating Income (NOI) (Less) Debt Service IV. Project Cash Flow V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee (Less) General Partner Asset Mgmt. Fee Tota I VI. Net Cash Flow 29 30 31 32 33 34 35 36 37 2.5% $1,586,758 $1,626,427 $1,667,088 $1,708,765 $1,751,484 $1,795,271 $1,840,153 $1,886,157 $1,933,311 2.5% $17,968 $18,418 $18,878 $19,350 $19,834 $20,330 $20,838 $21,359 $21,893 5.0% 80 236 82 242 84 298 86 406 88 566 90 780 93 050 95 376 97 760 $1,524,490 $1,562,603 $1,601,668 $1,641,709 $1,682,752 $1,724,821 $1,767,942 $1,812,140 $1,857,444 899 627 930 728 962 909 996 206 ($1,030,658) ($1,066,306) ($1,103,192) ($1,141,357) ($1,180,848) $624,863 $631,874 $638,759 $645,504 $652,094 $658,515 $664,750 $670,783 $676,596 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 345 024 $279,839 $286,850 $293,735 $300,480 $307,070 $313,491 $319,726 $325,759 $331,572 1.5% $0 $0 $0 $0 $0 $0 $0 $0 $0 1.5% 9 103 9 240 9 378 9 519 9 662 9 807 9 954 10 103 10 255 ($9,103) ($9,240) ($9,378) ($9,519) ($9,662) ($9,807) ($9,954) ($10,103) ($10,255) $270,736 $277,610 $284,357 $290,961 $297,408 $303,684 $309,772 $315,656 $321,317 VII. Developer Fee Repayment Beginning Balance Interest 0.0% (Less) Cash Flow Credit Ending Balance Vill. Cash Flow Available for Distribution (3) $270,736 $277,610 $284,357 $290,961 $297,408 $303,684 $309,772 $315,656 $321,317 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. Prepared by: Keyser Marston Associates, Inc. Page 22 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income (GSI) Other Income (Less) Vacancy II. Effective Gross Income (EGI) (Less) Operating Expenses (1) III. Net Operating Income (NOI) (Less) Debt Service IV. Project Cash Flow V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee (Less) General Partner Asset Mgmt. Fee Tota I VI. Net Cash Flow 38 39 40 41 42 43 44 45 46 2.5% $1,981,644 $2,031,185 $2,081,964 $2,134,014 $2,187,364 $2,242,048 $2,298,099 $2,355,552 $2,414,440 2.5% $22,440 $23,001 $23,576 $24,166 $24,770 $25,389 $26,024 $26,674 $27,341 5.0% 100 204 102 709 105 277 107 909 110 607 113 372 116 206 119 111 122 089 $1,903,880 $1,951,477 $2,000,264 $2,050,270 $2,101,527 $2,154,065 $2,207,917 $2,263,115 $2,319,693 ($1,221,709) ($1,263,989) ($1,307,737) ($1,353,004) ($1,399,843) ($1,448,308) ($1,498,457) ($1,550,348) ($1,604,040) $682,171 $687,488 $692,527 $697,266 $701,684 $705,757 $709,460 $712,767 $715,652 345 024 345 024 345 024 LO LO LO LO LO LO $337,147 $342,464 $347,503 $697,266 $701,684 $705,757 $709,460 $712,767 $715,652 1.5% $0 $0 $0 $0 $0 $0 $0 $0 $0 1.5% 10 409 10 565 10 723 10 884 11 047 11 213 11 381 11 552 11 725 ($10,409) ($10,565) ($10,723) ($10,884) ($11,047) ($11,213) ($11,381) ($11,552) ($11,725) $326,738 $331,899 $336,779 $686,382 $690,637 $694,544 $698,078 $701,215 $703,927 VII. Developer Fee Repayment Beginning Balance Interest 0.0% (Less) Cash Flow Credit Ending Balance Vill. Cash Flow Available for Distribution (3) $326,738 $331,899 $336,779 $686,382 $690,637 $694,544 $698,078 $701,215 $703,927 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. Prepared by: Keyser Marston Associates, Inc. Page 23 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp TABLE 5 CASH FLOW PROJECTION VINE CREEK APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income (GSI) Other Income (Less) Vacancy II. Effective Gross Income (EGI) (Less) Operating Expenses (1) III. Net Operating Income (NOI) (Less) Debt Service IV. Project Cash Flow V. Asset Management Fees (2) (Less) Limited Partner Asset Mgmt. Fee (Less) General Partner Asset Mgmt. Fee Tota I VI. Net Cash Flow 47 48 49 50 51 52 53 54 55 2.5% $2,474,801 $2,536,672 $2,600,088 $2,665,091 $2,731,718 $2,800,011 $2,870,011 $2,941,761 $3,015,305 2.5% $28,025 $28,725 $29,443 $30,179 $30,934 $31,707 $32,500 $33,313 $34,145 5.0% 125 141 128 270 131 477 134 763 138 133 141 586 145 126 148 754 152 473 $2,377,685 $2,437,127 $2,498,055 $2,560,506 $2,624,519 $2,690,132 $2,757,385 $2,826,320 $2,896,978 ($1,659,598) ($1,717,086) ($1,776,571) ($1,838,123) ($1,901,814) ($1,967,717) ($2,035,911) ($2,106,475) ($2,179,491) $718,086 $720,041 $721,484 $722,383 $722,705 $722,415 $721,474 $719,845 $717,487 $718,086 $720,041 $721,484 $722,383 $722,705 $722,415 $721,474 $719,845 $717,487 1.5% $0 $0 $0 $0 $0 $0 $0 $0 $0 1.5% 11 901 12 080 12 261 12 445 12 631 12 821 13 013 13 208 13 407 ($11,901) ($12,080) ($12,261) ($12,445) ($12,631) ($12,821) ($13,013) ($13,208) ($13,407) $706,185 $707,961 $709,223 $709,938 $710,074 $709,594 $708,461 $706,637 $704,081 VII. Developer Fee Repayment Beginning Balance Interest 0.0% (Less) Cash Flow Credit Ending Balance Vill. Cash Flow Available for Distribution (3) $706,185 $707,961 $709,223 $709,938 $710,074 $709,594 $708,461 $706,637 $704,081 (1) Reflects annual escalation at 3.5%for operating expenses, service amenities, and monitoring fee; 2.0%for property taxes; and 3.0% for replacement reserves. (2) KMA assumption of escalation factors. (3) See Table 6 for distribution of cash flow. Prepared by: Keyser Marston Associates, Inc. Page 24 Filename is\Temecula_Vine Creek_v6_33433;11/8/2022;rsp 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 $0 $0 $0 $0 $0 $0 $0 $0 $0 II. Allocated to Pay Down City/County Notes 50.0% $0 $0 $0 $0 $0 $0 $0 $0 $0 III. County PLHA Loan Beginning Balance `--$2,800,000_J! $2,828,000 $2,856,000 $2,884,000 $2,912,000 $2,940,000 $2,968,000 $2,996,000 $3,024,000 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% $0 LO LO LO LO LO LO LO LO Ending Balance $2,828,000 $2,856,000 $2,884,000 $2,912,000 $2,940,000 $2,968,000 $2,996,000 $3,024,000 $3,052,000 IV. City Deferred Fee Loan Beginning Balance $698,000 L ---- $718,940 $739,880 $760,820 $781,760 $802,700 $823,640 $844,580 $865,520 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% $0 LO LO LO LO LO LO LO LO Ending Balance $718,940 $739,880 $760,820 $781,760 $802,700 $823,640 $844,580 $865,520 $886,460 V. City Permanent Loan Beginning Balance Balance $5,302,000 ; ----------------- $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% $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 $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 Balance $710,000 ; '----------------- $731,300 $752,600 $773,900 $795,200 $816,500 $837,800 $859,100 $880,400 Interest 3.0% $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 $21,300 (Less) Cash Flow Credit $0 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% $300,000 (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. Page 25 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $0 $0 $0 $0 $127,044 $159,858 $174,812 $182,380 $189,945 $197,501 II. Allocated to Pay Down City/County Notes 50.0% $0 $0 $0 $0 $63,522 $79,929 $87,406 $91,190 $94,973 $98,750 III. County PLHA Loan Beginning Balance $3,052,000 $3,080,000 $3,108,000 $3,136,000 $3,164,000 $3,173,297 $3,177,764 $3,180,030 $3,181,181 $3,181,218 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% LO LO LO 18 703 23 533 25 735 26 849 27 962 29 075 Ending Balance $3,080,000 $3,108,000 $3,136,000 $3,164,000 $3,173,297 $3,177,764 $3,180,030 $3,181,181 $3,181,218 $3,180,144 IV. City Deferred Fee Loan Beginning Balance $886,460 $907,400 $928,340 $949,280 $970,220 $946,341 $910,885 $870,154 $826,752 $780,682 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% LO LO LO 44 819 56 396 61 671 64 341 67 010 69 676 Ending Balance $907,400 $928,340 $949,280 $970,220 $946,341 $910,885 $870,154 $826,752 $780,682 $731,947 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 LO LO LO LO LO LO Ending Balance $923,000 $944,300 $965,600 $986,900 $1,008,200 $1,029,500 $1,050,800 $1,072,100 $1,093,400 $1,114,700 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. Page 26 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $205,040 $212,555 $220,038 $227,480 $234,873 $242,206 $249,470 $256,653 $263,746 II. Allocated to Pay Down City/County Notes 50.0% $102,520 $106,278 $110,019 $113,740 $117,436 $121,103 $124,735 $128,327 $131,873 III. County PLHA Loan Beginning Balance $3,180,144 $3,177,959 $3,174,668 $3,170,275 $3,164,787 $3,158,211 $3,150,555 $3,141,829 $3,132,047 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% 30 185 31 291 32 393 33 488 34 576 35 656 36 725 37 783 38 827 Ending Balance $3,177,959 $3,174,668 $3,170,275 $3,164,787 $3,158,211 $3,150,555 $3,141,829 $3,132,047 $3,121,220 IV. City Deferred Fee Loan Beginning Balance $731,947 $680,551 $625,981 $567,134 $503,896 $436,153 $363,791 $286,695 $204,752 Interest 3.0% $20,940 $20,417 $18,779 $17,014 $15,117 $13,085 $10,914 $8,601 $6,143 (Less) Cash Flow Credit (1) 70.6% 72 335 74 987 77 627 80 252 82 860 85 447 88 010 90 544 93 046 Ending Balance $680,551 $625,981 $567,134 $503,896 $436,153 $363,791 $286,695 $204,752 $117,848 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 $0 LO LO LO LO LO 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 $0 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. Page 27 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $270,736 $277,610 $284,357 $290,961 $297,408 $303,684 $309,772 $315,656 $321,317 II. Allocated to Pay Down City/County Notes 50.0% $135,368 $138,805 $142,178 $145,480 $148,704 $151,842 $154,886 $157,828 $160,659 III. County PLHA Loan Beginning Balance $3,121,220 $3,109,364 $3,096,496 $3,082,634 $3,067,801 $3,052,019 $3,035,312 $3,017,710 $2,999,241 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% 39 856 40 868 41 861 42 833 43 782 44 706 45 603 46 469 47 302 Ending Balance $3,109,364 $3,096,496 $3,082,634 $3,067,801 $3,052,019 $3,035,312 $3,017,710 $2,999,241 $2,979,939 IV. City Deferred Fee Loan Beginning Balance $117,848 $25,872 Interest 3.0% $3,535 $776 (Less) Cash Flow Credit (1) 70.6% 95 512 26 648 Ending Balance $25,872 $0 V. City Permanent Loan Beginning Balance $9,755,680 $9,914,740 $10,010,930 $10,081,520 $10,150,055 $10,216,584 $10,281,161 $10,343,844 $10,404,696 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 62 870 88 470 90 525 92 531 94 483 96 377 98 208 99 969 Ending Balance $9,914,740 $10,010,930 $10,081,520 $10,150,055 $10,216,584 $10,281,161 $10,343,844 $10,404,696 $10,463,787 VI. City Purchase Money Loan Beginning Balance $1,306,400 $1,327,700 $1,340,581 $1,350,034 $1,359,211 $1,368,121 $1,376,768 $1,385,162 $1,393,311 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 8 419 11 847 12 122 12 391 12 652 12 906 13 151 13 387 Ending Balance $1,327,700 $1,340,581 $1,350,034 $1,359,211 $1,368,121 $1,376,768 $1,385,162 $1,393,311 $1,401,224 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. Page 28 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $326,738 $331,899 $336,779 $686,382 $690,637 $694,544 $698,078 $701,215 $703,927 II. Allocated to Pay Down City/County Notes 50.0% $163,369 $165,949 $168,390 $343,191 $345,318 $347,272 $349,039 $350,608 $351,963 III. County PLHA Loan Beginning Balance $2,979,939 $2,959,838 $2,938,979 $2,917,400 $2,844,355 $2,770,684 $2,696,145 $2,620,340 $2,543,315 Interest 1.0% $28,000 $28,000 $28,000 $28,000 $28,000 $27,707 $26,961 $26,203 $25,433 (Less) Cash Flow Credit (1) 29.4% 48 100 48 860 49 578 101 045 101 671 102 246 102 767 103 228 103 628 Ending Balance $2,959,838 $2,938,979 $2,917,400 $2,844,355 $2,770,684 $2,696,145 $2,620,340 $2,543,315 $2,465,121 IV. City Deferred Fee Loan Beginning Balance Interest 3.0% (Less) Cash Flow Credit (1) 70.6% Ending Balance V. City Permanent Loan Beginning Balance $10,463,787 $10,521,191 $10,576,989 $10,631,269 $10,576,780 $10,520,967 $10,463,938 $10,405,809 $10,346,705 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 101 656 103 262 104 780 213 550 214 873 216 089 217 189 218 164 219 008 Ending Balance $10,521,191 $10,576,989 $10,631,269 $10,576,780 $10,520,967 $10,463,938 $10,405,809 $10,346,705 $10,286,757 VI. City Purchase Money Loan Beginning Balance $1,401,224 $1,408,911 $1,416,383 $1,423,652 $1,416,355 $1,408,881 $1,401,244 $1,393,460 $1,385,545 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 13 613 13 828 14 031 28 597 28 774 28 937 29 084 29 215 29 328 Ending Balance $1,408,911 $1,416,383 $1,423,652 $1,416,355 $1,408,881 $1,401,244 $1,393,460 $1,385,545 $1,377,517 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. Page 29 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $706,185 $707,961 $709,223 $709,938 $710,074 $709,594 $708,461 $706,637 $704,081 II. Allocated to Pay Down City/County Notes 50.0% $353,093 $353,980 $354,611 $354,969 $355,037 $354,797 $354,230 $353,318 $352,040 III. County PLHA Loan Beginning Balance $2,465,121 $2,385,812 $2,305,449 $2,224,096 $2,141,825 $2,058,710 $1,974,836 $1,890,289 $1,805,166 Interest 1.0% $24,651 $23,858 $23,054 $22,241 $21,418 $20,587 $19,748 $18,903 $18,052 (Less) Cash Flow Credit (1) 29.4% 103 960 104 221 104 407 104 512 104 532 104 462 104 295 104 026 103 650 ------------------ Ending Balance $2,385,812 $2,305,449 $2,224,096 $2,141,825 $2,058,710 $1,974,836 $1,890,289 $1,805,166 ; $1,719,567 IV. City Deferred Fee Loan Beginning Balance Interest 3.0% (Less) Cash Flow Credit (1) 70.6% Ending Balance V. City Permanent Loan Beginning Balance $10,286,757 $10,226,106 $10,164,903 $10,103,307 $10,041,488 $9,979,628 $9,917,916 $9,856,558 $9,795,766 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 219 711 220 263 220 656 220 878 220 921 220 771 220 419 219 851 219 056 Ending Balance $10,226,106 $10,164,903 $10,103,307 $10,041,488 $9,979,628 $9,917,916 $9,856,558 $9,795,766 ;--$9,735,770- VI. City Purchase Money Loan Beginning Balance $1,377,517 $1,369,396 $1,361,200 $1,352,951 $1,344,673 $1,336,389 $1,328,125 $1,319,909 $1,311,768 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 29 422 29 496 29 548 29 578 29 584 29 564 29 517 29 441 29,334) Ending Balance $1,369,396 $1,361,200 $1,352,951 $1,344,673 $1,336,389 $1,328,125 $1,319,909 $1,311,768 ;-- $1,303,734 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. Page 30 Filename: is Temecula -Vine Creek_ v6_33433;11/8/2022;rsp 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 $448 $881 $963 $798 $881 $963 $990 - - 1 Bedroom 2 Units $419 3 Units / $419 a 2 Bedroom 3 Units $492 3 Units / $492 c 3 Bedroom 1 Unit $556 1 Unit / $556 Total - 30% AMI 6 Units 1 Bedroom 1 Unit $749 1 Unit / $749 a 2 Bedroom 3 Units $888 c 3 Bedroom 3 Units $1,014 `n Total - 50% AMI 7 Units 1 Bedroom 3 Units $914 2 Units / $914 a 2 Bedroom 18 Units $1,086 0 3 Bedroom 12 Units $1,243 1D Total - 60% AMI 33 Units Total Units (2) 59 Units 3 Units @ 30% AMI 5 Units @ 50% AMI 2 Units @ 60% AMI (1) Reflects 2022 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. Page 31 Filename is Temecula Vine Creek_v6_33433;11/8/2022;rsp WORKSHEET B RESTRICTED RENTS - 30% AMI, 2022 30% TCAC 30% TCAC VINE CREEK APARTMENTS qualifying as qualifying as CITY OF TEMECULA 30% CRL 50% CRL Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI 30% 50% 50% Assumed Family Size 2.0 3.0 4.0 Household Income (Rounded) $20,970 $39,325 $43,700 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $524 $983 $1,093 (Less) Utility Allowance (1) 76 102 130 Maximum Monthly Rent $448 $881 $963 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 $19,800 $23,760 $27,465 Income Allocation to Housing Monthly Housing Cost (Less) Utility Allowance (1) 30% $495 76 30% $594 102 30% $686 130 C. Maximum Monthly Rent $419 $492 $556 D. Maximum Monthly Rent (Lesser of A or B) $419 $492 $556 (1) Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v6_33433;11/8/2022;rsp Page 32 WORKSHEET C RESTRICTED RENTS - 50% AMI, 2022 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI i--------------------------------------------- 50% Assumed Family Size 2.0 Household Income (Rounded) $34,950 Income Allocation to Housing 30%: not applicable Monthly Housing Cost $874 (Less) Utility Allowance (1) 76 Maximum Monthly Rent $798 I-------------------------------------------- s 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 $33,000 $39,600 $45,775 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $825 $990 $1,144 (Less) Utility Allowance (1) 76 102 130 C. Maximum Monthly Rent $749 $888 $1,014 D. Maximum Monthly Rent (Lesser of A or B) $749 $888 $1,014 (1) Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v6_33433;11/8/2022;rsp Page 33 WORKSHEET D RESTRICTED RENTS - 60% AMI, 2022 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. California Redevelopment Law Percent of AMI i--------------------------------------------- 60% Assumed Family Size 2.0 Household Income (Rounded) $41,940 Income Allocation to Housing 30%: not applicable Monthly Housing Cost $1,049 (Less) Utility Allowance (1) 58 Maximum Monthly Rent $990 1-------------------------------------------- s 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 $39,600 $47,520 $54,930 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $990 $1,188 $1,373 (Less) Utility Allowance (1) 76 102 130 C. Maximum Monthly Rent $914 $1,086 $1,243 D. Maximum Monthly Rent (Lesser of A or B) $914 $1,086 $1,243 (1) Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v6_33433;11/8/2022;rsp Page 34 WORKSHEET E RESTRICTED RENTS - 80% AMI, 2022 VINE CREEK APARTMENTS CITY OF TEMECULA Number of Bedrooms 1 2 3 A. Low Income Housing Tax Credit (LIHTC) Program Percent of AMI 80% 80% 80% Assumed Family Size 1.5 3.0 4.5 Household Income $52,800 $63,360 $73,240 Income Allocation to Housing 30% 30% 30% Monthly Housing Cost $1,320 $1,584 $1,831 (Less) Utility Allowance (1) 76 102 130 B. Maximum Monthly Rent $1,244 $1,482 $1,701 (1) Developer did not provide break-out of utility profile. Prepared by: Keyser Marston Associates, Inc. Filename: is Temecula —Vine Creek_ v6_33433;11/8/2022;rsp Page 35 NOTICE OF PUBLIC HEARING CITY COUNCIL OF THE CITY OF TEMECULA CONSIDERATION OF A THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR AFFORDABLE HOUSING FOR VINE CREEK APARTMENTS NOTICE IS HEREBY GIVEN that the City Council of the City of Temecula (the "City") will hold a public hearing on November 29, 2022, at 6:00 pm (or as soon thereafter as the matter may be heard) Council Chambers at City Hall, 41000 Main Street, Temecula, California 92590. The public hearing may be continued from time to time until completed. Any person desiring the opportunity to be heard will be afforded an opportunity to do so. The purpose of this public hearing is to consider approval of a proposed Third Amendment to the Disposition and Development Agreement ("DDA") between the City of Temecula, as seller and lender, and Temecula Pacific Associates, as buyer, with respect to property (the "Site") generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street, Temecula, California, for the development of a 60 unit, affordable housing project, known as Vine Creek Apartments (the "Development"). As required by California Health and Safety Code Section 33433, a report has been prepared summarizing certain aspects of the DDA and the First and Second Amendments to the DDA. Copies of such report are available for public inspection and copying, at a cost not to exceed the cost of duplication, at the office of the City Clerk at 41000 Main Street, Temecula, California 92590. Interested persons wishing to express their views on the matter may attend the public hearing or, prior to the time of the public hearing, submit written comments to the City Clerk's office. An individual who challenges any decision regarding the above proposal in court may be limited to raising only those issues raised by any individual at the public hearing described in this notice or in written correspondence delivered to the City Council, at or prior to the public hearing. Due to the time constraints and the number of persons wishing to give oral testimony, time restrictions may be placed on oral testimony at the public hearing. In compliance with the Americans with Disabilities Act, anyone needing special assistance to participate in a City Council meeting should contact the Office of the City Clerk at (951) 694-6444. Notification at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Assisted hearing devices will be available at this public hearing without prior notification. Further information may be obtained by contacting Brandon Rabidou of the City of Temecula, at 41000 Main Street, Temecula, California 92590, or by telephone at (951) 694-6400, or by email at Brandon. rabidouaa,temeculaca. gov Published: November 14, 2022 Item No. 16 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: November 29, 2022 SUBJECT: Appoint Members to the Community Services, Planning, Public/Traffic Safety and Race, Equity, Diversity and Inclusion Commissions PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council appoint members to the Community Services, Planning, Public/Traffic Safety and Race, Equity, Diversity and Inclusion Commissions. BACKGROUND: The City currently has the following vacancies on its boards and commissions: Community Services Commission (2), Planning Commission (2) Public/Traffic Safety Commission (2) and Race, Equity, Diversity and Inclusion Commission (3). These vacancies were advertised and recruited for utilizing a variety of methods, including but not limited to, the printed newspaper, City website, Channel 3, social media, and community stakeholder platforms. The application period for these vacancies was September 1, 2022 — October 31, 2022. The redacted applications submitted for consideration within the time period are attached. Terms will begin January 1, 2023 and run through the December 31, 2025. It is recommended that the City Council receive applicant presentations and appoint members to the Community Services, Public/Traffic Safety and Race, Equity, Diversity and Inclusion Commissions. FISCAL IMPACT: None ATTACHMENTS: Redacted Applications City of Temecula - Boards and Commissions Appointment Application Important Information Submit Date: Sep 29, 2022 The appointment process is a public process subject to the Ralph M. Brown Act and Public Records Act. An applicant presentation is required at a City Council meeting. An applicant must be a resident of the City of Temecula at the time the application is submitted. All applications on file at the close of an advertised period for a vacancy will be considered. Profile Ernest First Name Middle Initial Home Address Temecula City Castro Last Name Suite or Apt CA 92591 State Postal Code Which district do you live in? Find your district here: https://temecula.maps.arcgis.com/apps/instant/lookup/index.htmi? appid=e9f3983bc7e649e49143b806f901029d * W District 4 Email Address Primary Phone Note: The City of Temecula has one board and four commissions. While more than one selection may be made below, applicants are encouraged to only select that board and/or commission(s) that they truly wish to serve on. Thank you. Which Boards would you like to apply for? Community Services Commission: Submitted Education and Employment List Educational Background (Degrees, Licenses, Certificates, etc.). State "see resume" if attaching a resume with this information at the end of this application. BS Virginia Tech - Psychology, List Employment History for Five Years (Employer Name and Address, Position Title, Primary Responsibilities). State "see resume" if attaching a resume with this information at the end of this application. See Resume Ernest Castro Service Experience List Previous City/County/State Board/Committee/Commission Service (Name of Entity, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. None List Organizational Service (Professional, Technical, Volunteer, Non -Profit, Service Clubs) (Name of Group, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. Volunteer at Community Mission of Hope, Dec 2021 to Present, Member of Bike Temecula Valley - March to Present Statement of Interest Describe why you wish to serve on this commission, how you have engaged with the City previously (i.e., attending meetings and events, etc.), and why you believe you are qualified for the position. Please be specific. I would like to serve on this commission as way to give back to the local community. I spent my professional life serving our country at the federal level in both the military and the intelligence community. Now that I'm retired, I would like to use my experience and skills to help the city of Temecula. In the year that my wife and I have lived in Temecula, we have grown to love the community, people and life style of Temecula. I believe that I can bring a fresh perspective to the commission by having seen how other communities meet their local needs. My experience with the federal government has provided me with the experience to understand how to work within a system, expert knowledge of resource management and the ability to work with people at all levels. I have managed efforts from beginning to end and understand how to develop requirements, make resource decision and knowledge of program management principles. I also feel that I can help the commission with my experience in utilizing Temecula community services. I'm an active cyclist and often use the bike trails and lanes. In addition, I've visited many of the parks with my grandchildren to make use of playgrounds and splash pads. In conjunction with Bike Temecula Valley, I attended the opening of newest pump track in Temecula and the opening of the Bike Trail in Old Town, so I'm aware of some of the projects sponsored by the committee. In conclusion, I feel that my previous experience working in government and as an active user of Temecula community services, I would make a good commissioner. Thank you your consideration Value Statement Question applies to multiple boards The City of Temecula places a high value on the principles of equity, diversity and inclusion. If appointed, how would you uphold and/or contribute to these principles. I feel that equity, diversity and inclusion requires active measures to ensure that all people have the same opportunities to access the resources of Temecula. This requires actively reaching out to all citizens of the city to Identify their needs, understand their perspectives and include them in decision making. Including everyone in how the city plans for community services results in a stronger sense of community and trust in the city government. If selected, I would take steps to understand the needs of the community and communicate those to the city government. These steps would include seeking out people from all groups in the city to bring their diverse strengths, abilities, interests and perspectives into city planning. Ernest Castro References List Three Professional and/or Personal References (Name, Position, Phone, Email): Gary Oddi, member of Community Services Commission, garyoddi@tvbikecoalition.com Dale Borgeson, former member of Community Services Commission, Randy Videgar, former co-worker, Self -Selection Options Question applies to multiple boards Equal Employment Opportunity The City of Temecula is required by federal and state law to collect certain information and maintain statistical data on applicants. Your responses to the next three questions are confidential and will be filed and tracked separately from your application for appointment. Results are used for reporting purposes only. Question applies to multiple boards What is your gender? Question applies to multiple boards What range does your age fall into below? Question applies to multiple boards What is your ethnic background? Attachments Question applies to multiple boards EJC Resume Base v4.docx Resume - If you wish to attach a resume, please do so here. Question applies to multiple boards Recommendations - If you wish to attach a letter of recommendation, please do so here. Question applies to multiple boards Miscellaneous - If you wish to attach other materials, please do so here. Acknowledgment Ernest Castro I understand that any or all information on this form may be verified. I consent to the release of this information pursuant to the California Public Records Act. FJ I Agree Question applies to multiple boards Note: Please click "save" to ensure proper retention of all information, including attachments, prior to viewing/printing PDF and submitting. Ernest Castro Ernest Castro Temecula CA 92591 Ph n Email: Summary Currently retired after 30 years of tenure with the US Government in a variety of positions with experience in program management, budget development and execution, management, and acquisition/contract implementation. Increasing levels of responsibility managing organizations from small ad -hoc projects to large scale organizations with personnel of various levels of experience. Experience Cornerstone Defense (Aug 2019 to Aug 2021) Resource Analyst for a department in an Intelligence Community Agency providing financial and acquisition projections and tracking for a program of more than $100 million a year. Evaluated financial performance of contractors providing support to the department to include meeting labor and cost goals. Developed acquisition documents to support competitive and sole source acquisitions. The program met or exceeded all government requirements for expending funds. Responded to questions from Agency level financial organizations and Congressional inquiries. AECOM (Nov 2017 to Aug 2019) Deputy program manager of a 200 person program supporting the Intelligence Community with linguistic support. Responsible for program execution against contract requirements to include meeting technical, cost and schedule goals. Central Intelligence Agency (June 1988 - Nov 2017) Chief of Staff - 2017 - Served as the chief of staff for a large organization involved in overhead collection with responsibility for staffing, action management, budget execution, policy and coordination with multiple government agencies. Division Chief - 2013- 2017 - Served in multiple second level management positions conducting sensitive open source collection and acquisition. Responsible for personnel management and staffing, budget execution, collection management and coordination across organizational boundaries. Division and Branch Chief - 2006 -2013 - Multiple first and second level management positions in support of a technical collection effort. Responsibilities included recruiting, training and facility development for the effort. Also directed several technical collection activities. Security and Program Management - 1988 to 2006 - Numerous assignments in program security and program management of security activities. ob Responsibilities during CIA employment and as a contractor: Management - Numerous management positions to include managing mixed zontractor and staff work forces for large and small-scale efforts to include zollection and acquisition of information, support, training, R&D and recruitment. Program Management - Experience throughout the program life cycle from requirements development to execution, operation and shutdown. Experience managing software and equipment development efforts, facility build outs, level of effort contracts and operational programs. collection Management and Support - Multiple positions developing innovative solutions to collection challenges by fostering an environment where creativity around collection is not only encouraged, but required. This resulted in the development of sophisticated methodologies, information collection, and data procurement activities. Skills ► Extensive experience developing requirements, action plans and policy ► Considerable briefing experience at the Directorate and above level ► Knowledge of the Intelligence Community ► Thorough understanding and experience with the US Government acquisition process Education Bachelor of Science, Virginia Tech in Psychology (1983) ► Level III COTR ► Numerous in-house courses on Program Management and Acquisitions ► Current TS/SCI Clearance with Full Scope Polygraph City of Temecula - Boards and Commissions Appointment Application Important Information Submit Date: Sep 30, 2022 The appointment process is a public process subject to the Ralph M. Brown Act and Public Records Act. An applicant presentation is required at a City Council meeting. An applicant must be a resident of the City of Temecula at the time the application is submitted. All applications on file at the close of an advertised period for a vacancy will be considered. Profile Stephanie _ First Name Middle Initial Home Address Temecula City Hernandez -Dawson Last Name Suite or Apt CA 92591 State Postal Code Which district do you live in? Find your district here: https://temecula.maps.arcgis.com/apps/instant/lookup/index.htmi? appid=e9f3983bc7e649e49143b806f901029d * W District 4 Email Address Primary Phone Note: The City of Temecula has one board and four commissions. While more than one selection may be made below, applicants are encouraged to only select that board and/or commission(s) that they truly wish to serve on. Thank you. Which Boards would you like to apply for? Community Services Commission: Submitted Education and Employment List Educational Background (Degrees, Licenses, Certificates, etc.). State "see resume" if attaching a resume with this information at the end of this application. See Resume List Employment History for Five Years (Employer Name and Address, Position Title, Primary Responsibilities). State "see resume" if attaching a resume with this information at the end of this application. See Resume Stephanie Hernandez -Dawson Service Experience List Previous City/County/State Board/Committee/Commission Service (Name of Entity, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. None, see resume for related experience. List Organizational Service (Professional, Technical, Volunteer, Non -Profit, Service Clubs) (Name of Group, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. Currently the secretary of the Temeku Hills Homeowners Association Executive Board. See Resume for other involvement. Statement of Interest Describe why you wish to serve on this commission, how you have engaged with the City previously (i.e., attending meetings and events, etc.), and why you believe you are qualified for the position. Please be specific. For over 10 years I have dedicated myself to serving my community in various capacities. I highly believe in the importance of being involved. Although my past and current involvement has mostly to do with children, I feel I am ready and have the experience to now be a part of city level involvement. I'd like to do my part to maintain this beautiful city and to bring fresh ideas to the table. Due to my background, cities I've lived in and different sectors I've worked and volunteered in, I feel I can provide perspectives that represent a wide range of Temecula residents. Value Statement Question applies to multiple boards The City of Temecula places a high value on the principles of equity, diversity and inclusion. If appointed, how would you uphold and/or contribute to these principles. As an individual with a diverse background, I would contribute important perspectives. I am a mother, a wife, a First Generation American, I've worked with children in differentiating cities, I've lived in densely populated urban cities, lived in suburban Temecula for close to 8 years, I've started my own business, been a stay-at-home mom for many years, craved my own path in the ever -changing post Covid world, and have also managed to create little communities for my children to thrive in. Throughout all my endeavors, I've gained knowledge of what communities and the communities within these communities need and have gained many experiences when creating solutions to problems these communities face. My contribution to the City of Temecula would be this knowledge, experience, and versatile creativity. References List Three Professional and/or Personal References (Name, Position, Phone, Email): 1. Stephanie San Paolo, Realtor, 2. Kayla Teran, Downey Unified School District Employee, 3. Amanda O'Callaghan, Business Manager, , amanda@usas.co Stephanie Hernandez -Dawson Self -Selection Options Question applies to multiple boards Equal Employment Opportunity The City of Temecula is required by federal and state law to collect certain information and maintain statistical data on applicants. Your responses to the next three questions are confidential and will be filed and tracked separately from your application for appointment. Results are used for reporting purposes only. Question applies to multiple boards What is your gender? Question applies to multiple boards What range does your age fall into below? Question applies to multiple boards What is your ethnic background? Attachments Question applies to multiple boards Stephanie_Hernandez- Dawson _Resume.pdf Resume - If you wish to attach a resume, please do so here. Question applies to multiple boards Recommendations - If you wish to attach a letter of recommendation, please do so here. Question applies to multiple boards Miscellaneous - If you wish to attach other materials, please do so here. Acknowledgment I understand that any or all information on this form may be verified. I consent to the release of this information pursuant to the California Public Records Act. W I Agree Stephanie Hernandez -Dawson Question applies to multiple boards Note: Please click "save" to ensure proper retention of all information, including attachments, prior to viewing/printing PDF and submitting. Stephanie Hernandez -Dawson STEPHANIE HERNANDEZ-DAWSON Temecula, CA 92591 phone / Objective Dedicated and motivated individual with a range of experience and skills working with people in varied settings. Currently a teacher and a homeschooling mother managing two homeschool co ops and an adult community group. Looking to apply my leadership and organization skills as well as my ability to work well with others into a position that helps strengthen my community. Key Skills - Extensive knowledge in general -60 WPM -Proven ability to work well as a computer applications including -Varied creative talents and team member. Adobe Photoshop. abilities useful for project -Exceptional meeting and event -Fluent in Spanish (native speaker) implantation. planning ability. -Professional Photography Skills -CPR and First Aid Certified Experience Independent Learning Academy — Murrieta 2022 - Current Spanish Teacher Spanish instructor for beginning Spanish courses for elementary school aged children. Mermaid Kisses Photography 2021 — Current Oumer/Photography Turned a hobby into a small business. Focus on natural light photography, creating backdrops and settings for photographing mini sessions mainly of children and families. One Group Southwest, Temecula, CA 2019 — 2022 Realtor Over 10 years of experience in the real estate field. Serving clients who are interested in selling or purchasing homes. Temecula Valley Unified School District, Temecula, CA Instructional Assistant II- SDC 2016 — 2017 Job duties included providing academic assistance in a classroom setting for students in 6f to 811, grade in the subjects of math, science, English, and history. Responsible for supervising small groups of students outside of classroom for activities such as tests or quizzes. Also assisted teachers in checking classwork and updating power point presentations to be used as part of lesson plans. Worked with students individually as needed. 1of2 I Page Experience Continued Vintage Hills Elementary, Temecula, CA Williams Elementary PTA Volunteer, Downey, CA 2011 — 2017 Communications Chair/ Vice President/ Ways and Means / Yearbook Chair/Reflections Chair/Financial Secretary In charge of or part of committees responsible for various PTA sponsored activities including but not limited to yearly fundraisers, Reflections Art Recognition Program, book fairs, family nights, and teacher appreciation week. Created yearbooks for three school years from start to finish. Responsible for creating most event flyers, posters, and invitations. Also spent weekly scheduled time within classrooms assisting teachers with student group work, grading, and art activities. Received Honorary Service Award in 2013 for volunteer work. Quinn Emanuel Urquhart & Sullivan LLP, Los Angeles, CA 2010-2011 Payroll Clerk Conducted scheduled time sensitive data gathering to process employee paychecks for international law firm with over 2,000 employees and several offices throughout the United States and overseas. Provided customer service to employees with payroll questions or concerns. Prudential 24 Hour Real Estate / Escrow Net, Downey, CA 2006 — 2010 Listing Coordinator / OfRce Manager /Licensed Real Estate Agent and Notary Responsible for over 10-25 active single family residence listings and/or escrows. In charge of maintaining complete physical and digital files that exceeded Department of Real Estate standards for each transaction, setting up and conducting property showings and open houses, maintained property advertising, processed short sale transactions including negotiating final short sale figures with lenders, and upheld the highest level of customer service to clients. Education Mount San Jacinto College, San Jacinto, CA 2015 — 2016 History Major - AA degree in History with future career goals of teaching elementary or junior high school students. Cerritos College, Norwalk, CA 2010 — 2014 12 Child Care credits in general education courses. References Available Upon Request. 2of2 I Page City of Temecula - Boards and Commissions Appointment Application Important Information Submit Date: Sep 20, 2022 The appointment process is a public process subject to the Ralph M. Brown Act and Public Records Act. An applicant presentation is required at a City Council meeting. An applicant must be a resident of the City of Temecula at the time the application is submitted. All applications on file at the close of an advertised period for a vacancy will be considered. Profile Jeff P Kingsberg First Name Middle Initial Last Name Home Address Temecula City Suite or Apt CA 92591 State Postal Code Which district do you live in? Find your district here: https://temecula.maps.arcgis.com/apps/instant/lookup/index.htmi? appid=e9f3983bc7e649e49143b806f901029d * W District 4 Email Address Primary Phone Note: The City of Temecula has one board and four commissions. While more than one selection may be made below, applicants are encouraged to only select that board and/or commission(s) that they truly wish to serve on. Thank you. Which Boards would you like to apply for? Community Services Commission: Submitted Education and Employment List Educational Background (Degrees, Licenses, Certificates, etc.). State "see resume" if attaching a resume with this information at the end of this application. SEE RESUME List Employment History for Five Years (Employer Name and Address, Position Title, Primary Responsibilities). State "see resume" if attaching a resume with this information at the end of this application. SEE RESUME Jeff P Kingsberg Service Experience List Previous City/County/State Board/Committee/Commission Service (Name of Entity, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. SEE RESUME List Organizational Service (Professional, Technical, Volunteer, Non -Profit, Service Clubs) (Name of Group, Positions Held, Years of Service). State "see resume" if attaching a resume with this information at the end of this application. SEE RESUME Statement of Interest Describe why you wish to serve on this commission, how you have engaged with the City previously (i.e., attending meetings and events, etc.), and why you believe you are qualified for the position. Please be specific. I wish to serve on the Community Services Commission as I believe it is an essential structure to maintain a high quality of life for our residents. We owe it to those we serve to reflect and evaluate on the question of "What opportunities are we making accessible to enrich their lives and families? This is similarly how I served students and colleagues in the Temecula Valley School District from 1987 through 2022. As a Temecula educator I promoted city programs by: *Developing the "Participating in Government" Project in which high school seniors attend and report on local government me