Agenda packet — Lake Elsinore City Council, October 22, 2024 (part 2 of 3)

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7 7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.

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7 b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered

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7 by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members.
b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license.

15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of

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7 law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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7 iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers.

Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

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7 c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Storyland Studios Inc.
345 Puite Creek Drive
Lake Elsinore, CA 92881

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

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7 21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.

Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to

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7 make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant’s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page]

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7 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
Storyland Studios, Inc., a corporation
By: Blake Ryan
Its: Managing Principal
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]

EXHIBIT B

LIST OF SUBCONTRACTORS
[ATTACHED]

EXHIBIT A
I. VISITOR GUIDE WEBSITE & PRINTED HANDBOOK
SCOPE – DIGITAL SERVICES
Thank you for the opportunity to propose this ongoing retainer to support major initiatives by becoming an extension of the City’s economic development team. This will enable us to work with the City of Lake Elsinore to deliver the following key projects for Lake Elsinore :
• Visitors Guide Website
• Visitors Guide Printed Book
Additional services will also be identified, agreed and budgeted within the retainer as priorities arise (e.g. brand, web, and spatial).

II. BLUE SKY MASTER PLAN & DIGITAL DISCOVERY

SCOPE - FEASIBILITY
Thank you for the opportunity to develop a proposal for a ‘Phase 2’ plan to expand the service offering and associated revenue streams at Lake Elsinore. We understand that there are new opportunities for development at Launch Pointe, including a mixed-use space in Yurt Village, as well as the 10-acre undeveloped land on the west side. Following our previous engagement with Lake Elsinore, where we worked with you to create a brand for your RV campground through brand personality, naming, logo and website design, we feel that we have a strong understanding of the City of Elsinore’s needs and vision. This will serve as a strong foundation for further brand activity and design development.

To support your requirements, we are proposing the following process:

Feasibility: We will provide a feasibility study focused on new opportunities – involving benchmarking, market analysis, revenue stream review. We will provide a feasibility study focused on the new opportunities for development including a mixed-use space in Yurt Village as well as the 10-acre undeveloped land on the west side.

1.Kick off meeting: 1 x remote meeting with key stakeholders. At this kick off meeting we will:
• Make introductions to key stakeholders and identify key points of contact and approvals
• Outline the objectives of the feasibility phase in more detail • Clarify the methods for gathering data
• Agree key competitors to include in the benchmarking process

2. Market research analysis
• Local and regional demographic analysis
• Regional Context and Competition – up to three (3) competitors. Assessment of regional competitors, offer, performance and tastes – honing the content to the nuances of the market.

EXHIBIT A
• International Benchmarking – up to five (5). Through our international experience we have an unrivalled understanding and database of performance of attractions of all types, providing detailed benchmarking.

3. Site Assessment
• Adjacencies, access, suitability, proximity to markets, other areas of importance to highlight at kick-off can be discussed
•

4. Financial analysis
• Review of existing financial data and forecasts
• High level plan - initial illustrative 10-year plan for hospitality and entertainment • Attendance Analysis - high level overview
• Recommendations on admission process;
• On premises facility sizing
• On premise revenue analysis
SCOPE – BLUE SKY AND MASTER PLAN
BlueSky: Developing a new concept for your phase 2 plan, that builds on the existing brand identified in the initial project, complementing the existing RV park.

Master Plan: Creation of a site master plan to envision the development, starting to bring your ideas to life.

Our existing knowledge of your site will serve as a great foundation for further developing the BlueSky concept for your mixed-use development space. We will be able to define a complementary yet unique proposition that gives Yurt Village its own character and sense of place.

Deliverables of this phase will include:

Story Circle Workshop: Through our proprietary Story Circle session, we will work with you and the team of core stakeholders to identify new opportunities that link to Launch Pointe’s existing Big Idea. As we have worked closely with Lake Elsinore on your brand, website and spatial direction since 2017, we have an existing knowledge of your brand and ‘Big Idea’ which we will build on during this project.

Project Mood Boards: a collection of carefully curated images that serves as design inspiration for the project.

Master Planning:
• Hand drawn concept site plan (as needed)
• Hand drawn floor plan (as needed)
• Renders: (1-2) POVs for undeveloped land; and (2-3) POVs for general use existing area
Onsite BlueSky Launch Presentation: Presentation deck for Stakeholders. Launch session will include the presentation of the final deck and final Q&A.

EXHIBIT A
SCOPE – DIGITAL DISCOVERY
Digital Discovery: Review of the check in process – how can we make this more efficient, in addition to offering the guest a curated online/mobile experience? (please note, this element of our service will be performed under our current retainer and concurrently as part of the BlueSky discovery session)
Our digital discovery will review your additional technology requirements for checking-in guests and will include:
• Review of functionalities requirements
• Internal review of the process, followed by a presentation of options to City of Lake Elsinore, outlining recommendations to make the online/mobile check-in process more efficient.

Included:
•Weekly Client Check-in Meetings - remote, if required. If in-person, pending scheduling, all travel costs are reimbursable expenses. •Revisions - Through our collaborative approach we listen, check our understanding and iterate on each element; the product we deliver therefore typically requires very little revision. However, revisions are a standard part of the creative process.

Creative deliverables come with one (1) distinct rounds of revisions only. Any additional amends will require a Change Order and incur an additional fee.

EXHIBIT A
III. SCHEDULE AND FEE - VISITOR GUIDE WEBSITE & PRINTED HANDBOOK SCHEDULE BREAKDOWN:

Service Schedule
Retainer Services
Start Date: October 1st, 2024 for
a minimum of 12 months

FEE BREAKDOWN
Service Fee
Monthly Fee $7,875 per month, minimum of
12 months
TOTAL $94,500
A monthly hours report will be provided to assess the hours usage trend. If average hours usage is above monthly retained for 6 months an adjustment to retainer may be needed to bring alignment within 12 months. Additional expenses may be incurred over the course of the project life cycle, to be approved by client, as detailed in the terms and conditions.

EXCLUSIONS
• Hard costs: such as printing costs, photography, videography, content writing will be charged and invoiced separately.
• Architecture services are not included in the cost.
• Spatial design services are limited to Storyland’s in-house services • Reimbursable costs
PAYMENT SCHEDULE:
• Monthly payments –
• Payment instructions: Lake Elsinore will be sent a monthly invoice outlining the retainer fee. The first invoice will be issued upon signing of this agreement. Any additional costs incurred on a monthly basis will be detailed (e.g. pre-approved hard costs or reimbursable costs). Any queries should be sent to your account manager:
[email protected]

EXHIBIT A
IV. SCHEDULE AND FEE - BLUE SKY MASTER PLAN & DIGITAL DISCOVERY SCHEDULE BREAKDOWN:

Service Schedule
Feasibility 2 WEEKS
BlueSky and Master Plan 6 WEEKS
Digital Discovery 6-8 WEEKS
TOTAL
14-16 WEEKS from Contract Signing
Date & Receipt of Mobilization Payment

FEE BREAKDOWN

FEE BREAKDOWN
Service Fee
Digital Discovery Included in retainer fee
Feasibility $30,000
BlueSky and Master Plan $55,000
SUBTOTAL $85,000
Existing client discount -$15,000
TOTAL $70,000
PAYMENT SCHEDULE:
• 50% of Fee Due as a Deposit Upon Signing of this Contract // Week 0 ($35,000) • 40% of fee due at midpoint // Week 4 ($28,000)
• 10% due at project completion // Week 8: ($7,000)

EXHIBIT A

EXCLUSIONS AND ASSUMPTIONS
Exclusions
• Any work not documented in the Scope is considered excluded. • All creative deliverables come with one (1) round of revisions. Any additional revisions requested by the client will be charged separately through a Change Order.
• No 3D Visual Fly-through is Included.
• Travel expenses are not included in the fee and will be reimbursable from the client. No travel will be booked without the client’s approval. • No taxes or VAT have been included in our fee.

Assumptions
• One weekly (1-hour) remote check-in has been included - day/date TBA pending scheduling.
• No work will take place until Storyland is in receipt of the deposit and a signed copy of this contract.
• Scales will be as appropriate; those shown in Scope are indicative only. • Drawings will be produced by hand or other at Storyland’s discretion. • All deliverables will be submitted as PDF files, or suitable format at Storyland's discretion.
• All displayed fees are in USD ($), unless specifically stated otherwise. • Any air-travel and associated travel expenses will be recouped at cost +10% administration charge. (To be approved by client prior to cost being incurred).
• For the Digital Discovery scope of work, our ability to conduct comprehensive research and provide detailed solutions may be constrained by the need to stay within the allocated retainer hours without incurring additional charges.
• Additional expenses may be incurred over the course of the project life cycle, to be approved by client, as detailed in the terms and conditions. 10)
Proposition 36: Resolution Supporting the Homelessness, Drug Addiction, and Theft Reduction Act
Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, IN SUPPORT OF PROPOSITION 36, THE HOMELESSNESS, DRUG ADDICTION, AND THEFT REDUCTION ACT.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Gina Gonzalez, Director of Economic Development and Legislative Affairs Date:October 22, 2024
Subject:Proposition 36: Resolution Supporting the Homelessness, Drug Addiction, and Theft Reduction Act
Recommendation
Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, IN SUPPORT OF PROPOSITION 36, THE HOMELESSNESS, DRUG ADDICTION, AND THEFT REDUCTION ACT.

Background
In April 2024, District Attorney Hestrin spoke to the Lake Elsinore Chamber of Commerce’s Economic Development meeting, giving a presentation on the effects that Proposition 47 has had catastrophically on communities and its ability for local control and the enforcement of drugs, retail theft, drug addiction, and homelessness. Many communities throughout the state have experienced an increase in part I crimes and, equally alarming, an increase in repeat offenders.

Proposition 47 reclassified certain types of felonies to misdemeanors, including drug crimes and all retail theft under $950. Proposition 47 authorized defendants serving sentences for felony offenses that would have qualified for a misdemeanor under the proposition to petition courts for re-sentencing. It also retroactively applied their reclassification for sentencing to past sentences, resulting in reduced sentencing. This lack of accountability for crime has affected the city of Lake Elsinore, like other surrounding Southwest Riverside County cities, resulting in higher crimes, homelessness, drug addiction, and theft from our local businesses.

On April 19th, the Lake Elsinore City Council, by way of the city’s approved and adopted legislative platform, sent in a letter of support for the Homelessness, Drug Addiction, and Theft Reduction Act (Initiative 23-0017A1) and joined the coalition in support of the initiative as the first city in Riverside County (Attachment 2).

Prop 36 Resolution Of Support

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Discussion
Recently, Governor Newsom signed a 10-bill package addressing retail theft. Attachment 3 of this report compares Proposition 36 (which would make changes to Proposition 47) with the recently approved retail theft package signed by the Governor. Proposition 36 would enhance crime penalties for drugs, aggregation, and retail theft, among others. Proposition 36, the Homelessness, Drug Addiction, and Theft Reduction Act, is a bi-partisan measure (supported by Law Enforcement, District Attorney’s, and Chambers of Commerce, to name a few), providing targeted reforms to Prop 47 than that of the recently adopted legislative Retail Theft Package, ultimately giving cities more tools to increase safety in their communities.

The attached resolution supports Proposition 36, which would allow for critical behavioral health services, drug treatment, and job training within our justice system for people who are homeless and suffering from mental illness or struggling with substance abuse, among other tools for crime affecting the City of Lake Elsinore.

Fiscal Impact
There is no direct fiscal impact by supporting the Proposition 36 Resolution; however, there are long-term fiscal impacts from Proposition 47 currently impacting the City of Lake Elsinore as it relates to curtailing theft, drug addiction, and homelessness.

Attachments
Attachment 1 - Resolution
Attachment 2 - Letter of Support
Attachment 3 - Comparison Table
Economic Development
Attachment # 1
RESOLUTION NO. 2024-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, IN SUPPORT OF PROPOSITION 36, THE HOMELESSNESS,

DRUG ADDICTION, AND THEFT REDUCTION ACT
Whereas, While Prop 47 achieved notable success in making California’s criminal justice system more equitable, Prop 47 has also led to unintended consequences over the past decade; Whereas, Prop 47 has contributed to increases in repeat and often organized retail theft, the shuttering of local businesses, and difficulty convincing people to seek drug and mental health treatment;
Whereas, These unintended consequences can only be corrected by the voters at the ballot box with modest amendments to Prop 47;
Whereas, Prop 36, the Homelessness, Drug Addiction, and Theft Reduction Act is a bi- partisan measure that provides common sense, targeted reforms to Prop 47 that, with the recently adopted legislative Retail Theft Package, provide more tools to increase safety in our communities;
Whereas, Spikes in retail theft, violent smash-and-grab robberies, fentanyl deaths and illicit drug use, as well as strained social services, are creating challenges beyond the capacity of local governments;
Whereas, Cities are partnering with the state to advance solutions that help reduce crime and provide more support to residents struggling with substance abuse, while avoiding a return to the days of mass incarceration;
Whereas, Prop 36, the Homelessness, Drug Addiction, and Theft Reduction Act will define fentanyl as a hard drug, hold individuals convicted of trafficking fentanyl accountable, and grant judges greater discretion in sentencing drug traffickers; Whereas, Breaking the cycle of repeat offenders means addressing the many root causes of retail theft;
Whereas, Prop 36, the Homelessness, Drug Addiction, and Theft Reduction Act allows critical behavioral health services, drug treatment, and job training within our justice system for people who are homeless and suffering from mental illness or struggling with substance abuse; Whereas, It’s time for meaningful and tailored reforms to our justice system to ensure the safety of our communities.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Support for Prop 36, the Homelessness, Drug Addiction, and Theft Reduction Act and the benefit that it provides for Lake Elsinore’s community safety.

Section 4. This Resolution shall take effect immediately upon its adoption.

Section 5. The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

Margins are set at .05 on all sides. Please do not expand the margins as the left side may be too wide to punch for binding without punching part of the text. Use 11 pt Arial font, full justification and spacing is to be exactly 11 pt. To change this spacing, go to Format/ Paragraph/ Line Spacing – Exactly - 11pt. Please note that some titles of the report are bold and some are in regular print. If your report is 2 or more pages, a header must be inserted, in the upper left hand corner, on subsequent pages. The header must contain a shortened version of the title of the report, the meeting date and page number:

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The report should be saved on the F Drive under Agendas and the appropriate meeting date. This template is available at f:/Wsforms/agenda report with descriptions.doc
CC Reso No. 2024-___

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4 Passed and Adopted at a regular meeting of the City Council of the City of Lake Elsinore, California, this 22nd day of October 2024.

Steve Manos
Mayor
Attest:

Candice Alvarez, MMC
City Clerk

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF LAKE ELSINORE )
I, Candice Alvarez, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify that Resolution No. 2024-____ was adopted by the City Council of the City of Lake Elsinore, California, at the Regular meeting of October 22, 2024 and that the same was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Candice Alvarez, MMC
City Clerk

Retail Theft Package
and Proposition 36

Recently, Gov. Gavin Newsom signed a 10-bill package addressing retail theft. The table below compares Proposition 36 — the ballot initiative sponsored by the District Attorneys that would make changes to Proposition 47 — with the retail theft package signed by the Governor.

PROVISION PROPOSITION 36 LEGISLATIVE PACKAGE
(NO AMENDMENTS TO
PROPOSITION 47)

RELEVANT BILL

NUMBERS
Fentanyl
Fentanyl
possession with
firearm
Adds to list of
crimes with
penalties of 2, 3, or
4 years in prison.

Not in package.

Fentanyl
increasing
penalties
Increases penalties
from 2 to 20 years
depending on the
amount.

Not in package.

Treatment
mandated
felony
Creates a new
crime for hard drug
possession with
tiered penalties up
to 25 years.

Not in package.

Retail Theft
Aggregation Provides that any
case involving one
or more acts of
theft or shoplifting
may be
aggregated into a
single count or
charge.

Not in package.

Auto theft Does not address
this issue.

Closes the loophole
under existing law
regarding locked cars.

SB 905 (Wiener)
Cargo theft Does not address
this issue.

Adds cargo theft to the
Regional Property Crime
Task Force operated by
the CHP.

AB 1972 (Alanis)
Fencing Does not address
this issue.

Expands existing law for
online marketplaces to
report high-volume sellers
to law enforcement.

SB 1144 (Skinner)
Fires Does not address
this issue.

Makes it a factor in
aggravation if an offense
SB 1242 (Min)

PROVISION PROPOSITION 36 LEGISLATIVE PACKAGE
(NO AMENDMENTS TO
PROPOSITION 47)

RELEVANT BILL

NUMBERS
was carried out in a
merchant’s premises to
commit retail theft.

Increased
penalties
Increases penalty
enhancements for
property crimes for
up to 4 years and
allows the court to
impose
enhancements
with another single
count.

Increases penalty
enhancements for resale
of property or stolen
property in the
commission of a felony for
up to 4 years and allows
the court to impose
enhancements with
another single count. No
changes to Proposition

47. AB 1960 (Rivas)*;
SB 1416
(Newman)

Multi-
jurisdictional
offenses
Does not address
this issue.

Allows local jurisdictions to
file charges that deal with
offenses across county
lines.

AB 1779 (Irwin)
Organized retail
theft
Several provisions
related to acting in
concert and
increasing
penalties for
organized retail
theft. However, it
does not address
the sunset date of
the statute. (Does
not amend the
same code section
as the legislative
bills).

Removes the sunset
clause on the organized
retail theft statute.

AB 1802 (Jones-
Sawyer);
SB 982 (Wahab)
Police ability to
arrest
Does not address
this issue.

Provides that under
certain circumstances
police can arrest without
a warrant.

AB 2943 (Zbur)
Probation Does not address
this issue.

Provides that the term of
probation for shoplifting
or petty theft would be
two years.

AB 2943 (Zbur)
Repeat
offenders
An offender with
two prior
convictions of
petty theft or
shoplifting can be
Creates a new crime for
shoplifting which can be
charged as a felony but
does not change the
threshold amount of $950.

AB 2943 (Zbur)

PROVISION PROPOSITION 36 LEGISLATIVE PACKAGE
(NO AMENDMENTS TO
PROPOSITION 47)

RELEVANT BILL

NUMBERS
charged with a
felony regardless of
value. Amends
Proposition 47.

Restraining
orders
Does not address
this issue.

Creates the Retail Theft
Restraining Order for
repeated attempts of
shoplifting which can be
requested by city
attorneys, retailers, or
district attorneys.

AB 3209
(Berman)
Retailers –
nuisance
action
Does not address
this issue.

Prohibits local
government and law
enforcement from
threatening or filing
nuisance complaints
against retailers for
reporting crime.

AB 2943 (Zbur)

*AB 1960 (Rivas) is currently pending on the Governor’s desk. 11)
Termination of the Proclamation of Local Emergency Due to the Airport Fire Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,

CALIFORNIA, TERMINATING THE PROCLAMATION OF A LOCAL EMERGENCY DUE TO

THE AIRPORT FIRE

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Ralph Mesa Jr., Emergency Services Manager
Date:October 22, 2024
Subject:Termination of the Proclamation of Local Emergency Due to the Airport Fire Recommendation
Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,

CALIFORNIA, TERMINATING THE PROCLAMATION OF A LOCAL EMERGENCY DUE TO THE

AIRPORT FIRE
Background
On Tuesday, September 10, 2024, the City Manager proclaimed a local emergency in response to the Airport Fire, which posed a threat to public health and safety. The fire resulted in significant property damage, forced evacuations, and the disruption of local services, necessitating immediate emergency response measures. In accordance with Lake Elsinore Municipal Code Section 2.20, the City Council adopted Resolution No. 2024-46 on Thursday, September 12, 2024 confirming this proclamation.

Since then, city personnel, in cooperation with state and regional agencies, have worked diligently to contain and extinguish the fire, protect public infrastructure, and provide support to affected residents and businesses. With the fire now fully contained and no immediate threats remaining, the conditions warranting the state of local emergency have been resolved.

Discussion
Following sustained efforts by firefighting teams, the Airport Fire has been 100% contained as of October 6, 2024. The threat to life, property, and infrastructure has significantly diminished, with no ongoing danger to public safety. Emergency measures, such as evacuations and sheltering operations, have been concluded, and residents and businesses have returned to their homes and normal operations.

Termination of Local Emergency

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City departments have shifted from emergency response to recovery efforts, including the assessment of damage and the restoration of essential services. Public utilities have been restored, and rebuilding plans are in place for any damaged infrastructure. While recovery work continues, the situation no longer presents the conditions that justify an active state of emergency.

Furthermore, the termination of the local emergency will allow the City to return to standard operating procedures and refocus its resources on recovery and rebuilding efforts without the need for emergency provisions.

Since the declaration of the local emergency, the City has taken several actions to manage and mitigate the impacts of the Airport Fire, including:
•Fire containment and suppression efforts, in collaboration with state and regional fire agencies.
•Establishment of evacuation centers for displaced residents and businesses. •Restoration of critical public services, such as water, power, and communications. •Provision of ongoing public updates and resources through the City’s Emergency Operations Center (EOC).
•Assessment of fire damage and development of recovery and rebuilding plans for affected areas.

With these actions completed and the fire fully under control, the City is now prepared to terminate the state of emergency.

The Airport Fire caused significant disruption to the community, with residents evacuated and businesses affected by fire-related damage and closures. However, the timely and coordinated emergency response successfully minimized loss of life and reduced the long-term impact on the city. Now that the fire is fully contained and public safety has been restored, the community is transitioning to recovery.

Recovery efforts are ongoing, with city staff continuing to work with state and federal agencies to secure funding and resources for infrastructure repair, business assistance, and community recovery. The termination of the local emergency will allow the City to focus on rebuilding efforts and ensuring that the community continues to recover smoothly from the fire.

Upon termination of the local emergency, city staff will:
•Continue working on recovery efforts, including infrastructure repair and economic support for affected businesses.
•Coordinate with state and federal agencies to ensure long-term recovery assistance is provided where necessary.
•Monitor for any residual impacts of the fire and take appropriate actions to mitigate risks to public safety and infrastructure.
•Provide regular updates to the City Council and the public on recovery progress.

Termination of Local Emergency

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The Airport Fire no longer presents an active threat to the community, and emergency response efforts have successfully transitioned to recovery. The termination of the local emergency is warranted at this time, allowing the City to return to normal operations and focus on long-term recovery efforts. It is recommended that the City Council adopt the attached resolution terminating the proclamation of the local emergency.

Fiscal Impact
There is no immediate fiscal impact associated with terminating the local emergency. However, ongoing recovery efforts will continue to require funding, which is being addressed through existing city resources and external aid.

Attachments
Attachment 1 - Resolution
Emergency Services
3 8
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0 RESOLUTION NO. 2024- __

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,

CALIFORNIA, TERMINATING THE PROCLAMATION OF LOCAL

EMERGENCY DUE TO THE AIRPORT FIRE
Whereas, on September 10, 2024, the City Manager of the City of Lake Elsinore proclaimed a local emergency pursuant to Lake Elsinore Municipal Code Section 2.20 in response to the Airport Fire, which posed an immediate and significant threat to public health and safety; and
Whereas, the Airport Fire resulted in the evacuation of 6,000 residents and businesses, disrupted local services, and required the activation of the City’s Emergency Operations Center (EOC) to coordinate response efforts; and
Whereas, under Government Code Section 8630(b), the Proclamation must be ratified by the City Council within seven (7) days to remain in effect; and Whereas, the City Council ratified the Proclamation by Resolution No. 2024-46 on September 12, 2024 (the "Resolution"); and
Whereas, the declaration of a local emergency assisted in a coordinated public safety response to this fire emergency in order to protect lives and property of the citizens of the City; and
Whereas, California Government Code Section 8630, et seq., requires that the City Council of the City of Arcadia review, at least every 60 days until such local emergency is terminated, the need for continuing the local emergency; and Whereas, California Government Code Section 8630, et seq. requires that the City Council of the City of Lake Elsinore proclaim the termination of the local emergency at the earliest possible date that conditions warrant; and
Whereas, the City Council does hereby find that due to the significant containment efforts by fire crews and progression of the fire away from the City of Lake Elsinore and now in recovery efforts, there is no longer a need to continue the Declaration of Local Emergency;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1: The City Council finds and determines that the foregoing recitals are true and correct and hereby incorporates them in this Resolution.

Section 2: The City Council recognizes the ongoing need to monitor and implement public safety measures in response to Airport Fire, but finds and determines that the broad authorities inherent under a local emergency are no longer necessary in the City of Lake Elsinore.

Section 3: The City Council declares that current conditions no longer warrant the continuation of the previously declared local emergency relating to the Airport Fire and as a result such proclamation of local emergency is hereby terminated. 3 8
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0 Section 4: This Resolution shall take effect immediately upon its adoption.

Section 5: The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

Passed and Adopted at a regular meeting of the City Council of the City of Lake Elsinore, California, this 22nd of October, 2024
Steve Manos
Mayor
Attest:

Candice Alvarez, MMC
City Clerk

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF LAKE ELSINORE )
I, Candice Alvarez, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify that Resolution No. 2024- was adopted by the City Council of the City of Lake Elsinore, California, at the Regular meeting of October 22, 2024 and that the same was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Candice Alvarez, MMC
City Clerk
12)
Grant of Easement to Southern California Edison Near McVicker Park Approve and authorize the City Manager to process the easement documents and instruct staff to forward the documents to Southern California Edison for recordation.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:October 22, 2024
Subject:Grant of Easement to Southern California Edison Near McVicker Park Recommendation
Approve and authorize the City Manager to process the easement documents and instruct staff to forward the documents to Southern California Edison for recordation.

Background
Southern California Edison (SCE) is the utility purveyor responsible for installation and maintenance of electrical facilities in the City of Lake Elsinore. SCE is requesting from the City an easement for a new meter and service connection related to the satellite Dish site construction.

Discussion
Due to the location of the proposed meter and service, SCE requires an easement over the City parcel, APN 394-310-011. The easement is a 6-foot wide and 17 feet wide strip area with a total area of 102 SF.

Fiscal Impact
There are no fiscal impacts to the City. All costs related to this easement shall be responsibility of SCE.

Attachments
Attachment 1 – Grant of Easement
Attachment 2 – SCE Design Plans
Engineering

13)
Professional Services Agreement with STC Traffic, Inc. for Traffic Signal Operations On-call Services
Approve and authorize the City Manager to execute a Professional Services Agreement with STC Traffic, Inc. to provide on-call traffic signal operations service in an amount not to exceed $30,000 per year and in such final form as approved by the City Attorney.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:October 22, 2024
Subject:Professional Services Agreement with STC Traffic, Inc. for Traffic Signal Operations On-call Services
Recommendation
Approve and authorize the City Manager to execute a Professional Services Agreement with STC Traffic, Inc. to provide on-call traffic signal operations service in an amount not to exceed $30,000 per year and in such final form as approved by the City Attorney.

Background
STC has extensive experience and knowledge in Traffic Signal Operations and Intelligent Transportation Systems (ITS). The City has utilized STC in the past for signal coordination between signals that are closely spaced, and interaction between the individual signals is critical to the efficient operation of the corridor/road segment. STC performed signal coordination programming at the three traffic signals at Main Street Interchange as well as the Railroad Canyon Road Signal Corridor.

STC is uniquely and highly qualified. They are knowledgeable in all types of signal controllers, video detection, wiring, and communication devices between signals.

Discussion
As the City’s signal network continues to expand, STC will continue to provide additional traffic and signal on-call services to ensure that City signals operate at their optimum levels. STC also offers as-needed consultations to review and adjust programming or detection equipment necessary for better signal operations of any new signals installed in the future.

Fiscal Impact
Funding for the on-call traffic signal operations has been adopted within the current budget.

On-Call Traffic Signal Operations Agreement

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Attachments
Attachment 1 – Agreement
Exhibit A - Proposal
Engineering

Page 1 ends

AGREEMENT FOR PROFESSIONAL SERVICES
STC Traffic, Inc.

On-Call Traffic Signal Operations Services
This Agreement for Professional Services (the “Agreement”) is made and entered into as of October 22, 2024, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and STC Traffic, Inc., a Corporation ("Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

On-Call Traffic Signal Operations Services.

B. Consultant has submitted to City a proposal, dated October 7, 2024, attached hereto as Exhibit A (“Consultant’s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services described in Consultant’s Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant’s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant’s Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant’s Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager.
c. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on July 1, 2024 and

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ending June 30, 2027. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager.

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed Thirty Thousand dollars ($30,000) without additional written authorization from the City.

Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.

5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant’s prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled “Method of Payment” herein.

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7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

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b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

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by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

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iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Page 8 ends

c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Attn: Jason Stack
5973 Avenida Encinas, STE 218
Carlsbad, CA 92008

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

Page 9 ends

21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

Page 10 ends

make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page]

Page 11 ends

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

Click or tap here to enter text.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
STC Traffic Inc., a Corporation
By: Jason Stack, TE, PTOE
Its: President/Principal-in-Charge
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]

EXHIBIT B

TRA
FFIC

STC TRAFFIC, INC
5973 Avenida Encinas, Suite 218
Carlsbad, CA 92008
Principal Contact: Jason Stack, President
P: (760) 602-4290
SUBMITTED BY:

October 7, 2024
PROPOSAL FOR:
)))
Mailing and Business Address:

PREPARED FOR:

CITY OF LAKE ELSINORE

ENGINEERING ON-CALL TRAFFIC

OPERATIONS SERVICES

STC Traffic, Inc.
5973 Avenida Encinas, Suite 218 | Carlsbad, CA 92008
www.stctraffic.com

October 7, 2024

Nicole McCalmont
Engineering Department/CIP Specialist
City of Lake Elsinore
130 S. Main Street
Lake Elsinore, CA 92530

RE: Request for Proposals for Engineering On-Call Traffic Operations Services Dear Ms. McCalmont,
STC Traffic, Inc. (STC) is pleased to submit our proposal to provide the City of Lake Elsinore Engineering Department with On-Call Traffic Operations Services. STC is a full-service traffic engineering, transportation planning, and traffic operations consulting firm that specializes in providing municipal on- call services.

The consultant for this project must have extensive experience and knowledge in municipal support services contracts, with specialized skill-practice in traffic operations. Intelligent Transportation Systems (ITS) and traffic signal operations consulting is STC Traffic’s forte. I started this firm over 17 years ago with a vision for delivering specialized traffic operations and systems engineering skill and expertise to public agencies in Southern California. Fast forward to today and successful execution of this vision has revealed STC as a regional and statewide leader in traffic systems and operations, serving the needs of municipalities in Riverside County / Inland Empire and the greater San Diego Region. We offer innovation and state‐of‐the‐art practice in traffic systems planning, design, construction, operation, and maintenance.

STC is uniquely and highly qualified to provide these services and bring exceptional advantages to the City of Lake Elsinore. STC has specialty expertise with the City’s traffic systems including McCain’s Transparity ATMS and 233, 2033, and Omni eX local control software. We work with Econolite products in the NEMA environment and various products in the 170 and 2070 ATC environments. As STC’s Principal-in-Charge, I will maintain supervisory involvement. Our Project Manager, Duncan Hughes, TE, is well known to the region and will lead our staff of professionals and be the City’s contact on all matters.

Our technical staff, anchored by Mr. Adam Lemberg, IMSA III, have dozens of years of unique expertise working on the manufacturer side of these systems and on the user-side operating the same systems for local agencies throughout the Southern California Region.

STC’s staff of 27 highly-skilled professionals have grown our practice through a strong reputation for innovation, quality, and work ethic. We will continue to build on our reputation by providing the City of Lake Elsinore with high quality work products, responsive service, and innovative solutions.

STC Traffic, Inc.
5973 Avenida Encinas, Suite 218 | Carlsbad, CA 92008
www.stctraffic.com
The attached proposal includes our understanding, approach, relevant experience, staff qualifications and resumes, references, and required statements.

This proposal is valid for ninety (90) days from the date of this submittal.

I am the contact person and I have the authorization to commit to the contractual terms and conditions of the agreement. I am available to discuss this proposal with you should you have any questions about the information provided. You may reach me at the office (760) 602‐4290 or on my cell (714) 315‐4640, and via mail at the address below. We are excited and look forward to the opportunity to work with the City of Lake Elsinore.

Identification of offeror is as provided below:

Legal Company Name:

Corporate Address:

Phone Number:

Fax Number:

Contact Person Email:

STC Traffic, Inc.
5973 Avenida Encinas, Suite 218
Carlsbad, CA 92008
(760) 602-4290
(760) 670-3445
[email protected]

Sincerely,

Jason Stack, TE, PTOE
President/ Principal-in-Charge
STC Traffic, Inc.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services i

TABLE OF CONTENTS

1.0 Introduction .......................................................................................................................................... 1

1.1 Project Understanding ................................................................................................................. 1

1.2 Firm Profile .................................................................................................................................. 2

2.0 Scope of Work Approach ...................................................................................................................... 3

2.1 Management Approach ............................................................................................................... 3

2.2 Technical Approach ..................................................................................................................... 5

2.2.1 Application of Standards ......................................................................................................... 5

2.2.2 Traffic Operations.................................................................................................................... 5

2.2.3 Traffic Signal Timing and Coordination Optimization ............................................................. 6

2.2.4 Other Traffic Engineering and Operation Services .................................................................. 7

3.0 Firm Qualifications ................................................................................................................................ 8

4.0 Project Team ......................................................................................................................................... 9

5.0 Client References and Work Performed ............................................................................................. 11

6.0 Conclusion ........................................................................................................................................... 14

7.0 Resumes .............................................................................................................................................. 15

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 1

1.0 INTRODUCTION
This proposal presents the advantages STC provides to the City of Lake Elsinore for traffic operations services. We are a uniquely qualified firm. STC’s primary service provision is the municipal “on-call” specialty services support contract in Traffic Engineering, Intelligent Transportation Systems, and Traffic Operations. This proposal demonstrates our firm’s keen knowledge and qualifications; highlighting our experience, staff, understanding and approach to deliver on-call traffic operations consulting services to the City.

1.1 Project Understanding
This on-call consultant procurement will provide Lake Elsinore the expert traffic operations resources and capacity necessary to deliver high quality service to the community over the next three years, or more. Over the last four years, STC has served as the incumbent for this contract.

The firm selected for this contract will be responsible for assisting the City with a wide variety of traffic engineering and traffic signal operations services. These include review, develop, test, implement and maintain traffic signal timing and coordination plans; traffic signal communications; monitor the City’s traffic signal operations; design and develop improvement plans; plan checks, and other general traffic engineering services.

The City of Lake Elsinore is one of the fastest growing cities in California with access to I-15, thousands of homes planned for development, and available commercial and industrial land. The city maintains approximately 190 miles of streets, owns 47 traffic signals and co-own 7 traffic signals with the City of Wildomar. The traffic signals are maintained under contract by the Riverside County Transportation Department. Traffic signals along State Route 74 (SR-74) and on freeway ramps are maintained by Caltrans.

STC currently maintains operations for several agencies in Riverside and San Diego County. We are experts in both the legacy control and communications systems and the migration of these systems to the new ATC platform. STC has designed and implemented Citywide signal system improvement projects in Temecula, Hemet, and Menifee. These include new Traffic Management Centers, wireless and fiber optic communication systems, and modern traffic controllers. Like Lake Elsinore’s current Cycle 8 HSIP project, the improvements for the neighboring cities were funded through grant applications.

Agencies depend on STC to manage the signal system and timing with the utmost care and expertise.

Many of our agency clients do not have a staff traffic engineer. When we are on the job, STC is in responsible charge for planning, design, and implementation of traffic signal operation. Our agency clients have the highest level of confidence in our work and we execute the work in a rigorous and exacting manner. In our profession there is some latitude in approach to signal timing and coordination; however, all approaches converge around CA-MUTCD compliance and standards of practice.

STC has invested in the software, equipment, and tools necessary to perform our work and to provide the most valuable service possible to the City. Traffic signal operations require a unique combination of expertise in standards, system equipment, programming, and, most importantly, the seasoned, on-the- street know-how required to be competent inside the cabinet in real-time.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 2 The implementation of reliable traffic systems and operations are critical for a growing city. A well- managed and operating traffic signal system builds community confidence that the City can manage growth. Our premier expertise, innovation, and responsiveness will ensure the City’s signal system is optimally operated as is, with guidance and recommendations to implement a state-of-the-art system.

1.2 Firm Profile
STC Traffic, Inc. (STC) is a full-service Traffic Engineering, Transportation Planning, and Intelligent Transportation Systems (ITS) consulting firm specializing in municipal on-call services with a proven track record since its inception in 2007.

We employ 27 expert staff who provide state‐of‐the‐art
consulting services to public agencies throughout the Southern California region. STC’s company philosophy puts strong emphasis on attentive project management, with open lines of communication, a “stand ready” work‐ethic, and
comprehensive quality assurance and quality control. Our dedication to clients and projects, combined with our high level of field expertise and technological know‐how, has allowed us to excel.

STC offers a range of services in Traffic Engineering, from traditional practice which applies fundamentals in planning and design to specialty practice which applies innovative techniques in systems and operations. STC specializes in complex corridor signal timing and traffic signal system projects. This work is our firm’s “bread and butter.” We have also executed hundreds of traffic signal modification projects for agencies across Southern California.

The next page shows a list of traffic engineering design, systems, operations, and construction services STC provides in an on-call capacity to our agency clients. These unique skillsets add significant value in our service offering to the City.

STC Traffic Inc
5973 Avenida Encinas, Suite 218
Carlsbad, CA 92008

• California Corporation
• Date of Incorporation: January 26,
2007
• Total Number of Employees: 27
• DIR Number: 1000009329

Small Business Certifications:
• SBE Metro (CUCP) Number: 6454
• SB (Micro) CA DGS Number: 53625

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 3

TRAFFIC ENGINEERING DESIGN SERVICES
• Traffic Signal Design
• Signing and Striping Design
• Worksite Traffic Control Design
• Street Lighting Design
• Roadway and Intersection Design
• Traffic Detour/Control Plans
• Traffic Study Review
• Street Light Layouts
• Neighborhood Traffic Management Program
• Modern Roundabouts
• Communication Systems Design
• Traffic Calming Design
• Traffic Investigations
• Signal Warrant Analysis
• Traffic Engineering Plan Check
• Communications Conduit Plans
• Alignment Studies
• Signal Coordination
• Traffic Counts/Delay Studies/Speed Zone
Analysis

TRAFFIC, OPERATIONS, SYSTEMS AND CONSTRUCTION SERVICES
• Constructability Reviews
• Construction Management
• Electrical Inspection Services
• Maintenance Reviews
• Staff Training
• TMC Operation and Management
• Performance Monitoring
• Traffic Signal Timing and Control Logic
• Railroad Preemption Applications
• System Integration
• System Program Management
• System Master Planning
• System Tests, Verification, Evaluation
• System Troubleshooting
• ITS Technologies
• Communications and Networking

2.0 SCOPE OF WORK APPROACH
STC’s general and technical approach, and project controls will clearly illustrate our ability to accomplish the work. Our proposed approach is detailed below.

2.1 Management Approach
Traffic operations and systems projects are unique and merit a unique approach. This section briefly describes STC’s management approach and project controls to assist staff with adhering to scope, schedule, and budget.

Project Initiation: Once City staff alerts STC of a potential task order, STC’s project manager Mr. Duncan Hughes will conduct an in-person or over the phone meeting with the key point of contact the City. If necessary, Duncan will meet City staff in the field to review the item on site. This meeting is designed to aid the City in clearly conveying the concerns and issues that should be addressed in the pending task order.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 4 Prepare Scope of Work and Fee Proposal: Duncan Hughes will prepare a detailed scope of work and fee proposal for requested tasks. Duncan will work directly with the City’s project manager and other agencies, consultants, and contractors to refine the scope of work.

STC realizes that City resources are limited. The purpose of the scoping process is to develop a scope and fee that meets the intent of the project in the most cost-effective manner possible. It will be Duncan’s responsibility to track the hours committed to the task and ensure that the established budget is not exceeded.

Contracting: Duncan Hughes will work with the City’s contracting department to acquire the appropriate signatures and contract documents for each task. The City’s standard contract documents will be used for tasks.

Project Kick-Off, Coordination, And Schedule: Regular
communication between Duncan Hughes and the key point of contact at the City will be critical to maintaining the project schedule and to the overall success of the project. Throughout the duration of the contract, Duncan will schedule regular check in meetings with City staff to review all outstanding tasks. Duncan will submit a baseline schedule at the start of the project that will serve as the basis for monitoring and controlling project activities to help decide how to use resources to achieve time and cost goals. The baseline schedule will be reviewed and approved by City staff. The schedule will be developed through Microsoft Project. Duncan will update the schedule through the completion of the task and will furnish a monthly project schedule update to the City with sufficient detail to show the actual versus scheduled progress on tasks and subtasks.

Technical Analysis and Design: Tasks assigned to STC will be completed by staff who are familiar with the City’s policies and the applicable standards and guidelines. Through our practice we have developed signal timing guidelines and standard operating procedures that our staff adhere to on all timing projects. As applicable, the guidelines include nuance associated with agency preference. STC will provide professional opinions, recommendations, reports and/or plans for traffic related issues and improvements.

Quality Assurance and Quality Control (QA/QC): Work products delivered to the City will be reviewed by engineers and project managers not directly involved in production or review of the project. Time to review all work products will be built into the project schedule and will be clearly documented and maintained by STC during the project. In addition to formal reviews of work products, Duncan will conduct over the shoulder reviews throughout the life of the task order. This hands-on project management style provides assurance to the City that the work products in process are on-task and are in line with the scope of work and pending deadlines. Plans prepared by STC are reviewed by our in- house Construction Management team for constructability and errors.

Task Order Initiation
Scope & Fee Development
Contracting
Project Kick-Off,
Coordination, and Schedule
Technical Analysis, Design
Review, Etc.

QA/QC
Project Delivery & Close-out

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 5 Project Tracking and Deliverables: STC will maintain a detailed project spreadsheet of all active task orders, as well as closed task orders and pending task orders. STC’s project management team meets weekly to review project progress and outstanding issues. During this time, we will internally coordinate staffing and action items related to the active task orders with the City. This will be Duncan’s opportunity to review work being conducted by our project management team and our staff.

STC will control all project documents and will provide deliverables and final file material to the City in both paper and electronic format. STC will maintain project documents and data in an organized, logical fashion and will be able to promptly retrieve and distribute project information. STC will provide progress reports and invoices to the City at the end of each month. Upon completion of a task, STC will provide the final documents, plans and reports to the City for their files.

2.2 Technical Approach
The following are the professional services per our approach and experience in completing similar work.

2.2.1 Application of Standards
At STC, each staff member takes pride in learning and implementing the codes, regulations, and other requirements properly on projects. Our staff are involved in preparing guidelines and agency and regulatory standards around the State. Our design and signal timing projects utilize the standards and regulations contained in the latest edition of CA-MUTCD and Caltrans Standard Plans and Specifications.

STC has reviewed traffic studies for cites in the Riverside County in compliance with the Riverside County Traffic Impact Analysis (TIA) Guidelines. We will also use City of Lake Elsinore Traffic Impact Analysis guidelines and Standard Plans to guide our reviews and production.

At STC, we consider ourselves industry leaders and pride ourselves on our knowledge of current best practices and trends in the traffic industry. Many of our staff are not only involved with industry organizations such as the Institute of Transportation Engineers (ITE) and Intelligent Transportation Society of California (ITS CA) but have taken on leadership roles in each of these organizations. We remain active in these organizations and share the latest trends in the industry with our colleagues.

2.2.2 Traffic Operations
The most effective signal system balances the use of advanced technology with the applicable use of traditional modes of operations such as time-of-day coordination. Integrating safe and reliable signal timing solutions demands proven experience in utilizing the advanced features of traffic controller software in challenging applications such as adaptive operations. STC has developed many timing plans for highly specialized operations. STC discernibly understands the system limitations of controller software and thoughtfully utilizes advanced timing parameters and strategies to achieve optimal arterial system and intersection specific performance. Our team of engineers is equipped with the tools and know-how to perform general traffic data collection and advanced performance analysis.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 6

2.2.3 Traffic Signal Timing and Coordination Optimization Review of Existing Conditions: STC will review the existing traffic conditions based on the existing geometry, traffic volumes and signal timing. Traffic volumes will be collected, or recent traffic volumes will be requested from the City. Existing roadway geometry, phase type and signal timing data will be verified in the field. Data such as number and type of approach lanes, turn pocket length, crosswalk distance, posted speed and lane add/drops will be collected. Traffic volume data will be collected for peak periods on a typical weekday and if necessary, for weekend. Observations will be made in field for any queuing and other operation issues. Signal timing will be uploaded from the controller in the field.

Traffic analysis model will be developed using the latest version of Synchro and based on the existing data. Traffic model for each peak hour will be developed and calibrated to reflect the existing conditions.

Traffic Signal Timing Calculations: STC will follow the City’s general timing guidelines to calculate the base signal timing parameters. The calculations will be based on field data and measurements and CA- MUTCD standards. STC will organize the field measurements and base signal timing calculations in a tabular format. Some of the base signal timing parameter that will be calculated are as follows:

Minimum Green Time, Yellow Change Clearance, Red Clearance, Walk Interval, and Pedestrian Clearance Interval.

Traffic Signal Optimization: STC will use the calibrated existing conditions Synchro model with updated base signal timing parameter to optimize the signal timing. Signal timings for corridors currently operating on coordination plan or proposed to be coordinated will be optimized to develop coordination plans. The traffic counts, field review data, and model will be utilized to determine the optimal signal groupings, cycle lengths, splits, and offsets. STC will develop time of day plans for all the peak period and the existing traffic counts will be analyzed to determine the time of day schedule for the new coordination plans.

Traffic Signal Timing Sheets: STC will prepare traffic signal timing sheets compatible with the existing controller program at each respective intersection.

STC understands that the City has a variety of traffic signal controllers in the City with various software programs including: Econolite ASC2, 200, 233, 2033 and McCain Omni software. STC excels at traffic signal timing and can develop timing plans for any of the above-mentioned controller programs. The timing sheets will incorporate the updated basic timing parameters and coordinated time-of-day plans.

Testing, Field Implementation and Fine Tuning: STC has extensive experience in the traffic signal controllers such as Econolite, Type 170 and 2070 and has each of the controllers in house. The proposed signal timing will be bench tested in house prior to implementing in the field. The finalized signal timing plans will then be inputted in the traffic controller at each individual intersection. STC will observe the coordination plans in the field to ensure operations are performing as intended. Adjustments to the signal timing will be made as required to improve the signal operation. Any changes made in the field will be noted. Once timing changes have been made and all comments addressed, STC will provide final timing sheets to the City. STC will update the Synchro model with the final timing plans.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 7

2.2.4 Other Traffic Engineering and Operation Services
The following tasks include design, systems engineering, plan check and maintenance support tasks.

Traffic Engineering Design Services: STC has extensive experience in preparing plans, specifications, and estimates (PS&E) for a variety of traffic improvements including traffic signals, street lighting, signing, and striping, and signal interconnect. We have developed plans that have addressed minor public improvements such as ADA curb ramps, sidewalks, trails, roadway widening, curbs, gutters, drainage facilities and guard rails. Our experience of specifying equipment, assembling bid packages, and implementing and managing construction on similar projects has provided a keen appreciation for the required level of detail to have a successful bid and deployment of the specified facilities.

Communications Systems: STC has a specialty in ITS, Telecommunications and Network Engineering and is well qualified to effectively plan, design, install and integrate related elements and systems. ITS projects also demand technical knowledge of equipment, media, and applications to procure the most suitable and cost-effective technology. STC assesses the needs and prepares the concepts that meet the needs. Our PS&E packages for ITS improvements develop the concepts with fanatical detail and review to ensure constructability and adherence to local and statewide standards. STC has developed large scale master plans and small-scale corridor concepts. We have developed ITS improvements that include virtually all traffic control, data collection, information dissemination, and surveillance elements. We have developed communications systems including fiber optic, wireless (multiple variations), and copper communications utilizing audio, IP, and serial standards. Our deep understanding of ITS standards and Caltrans standards allows us to develop PS&E efficiently and correctly.

We routinely test and research new and innovative ITS products that come to market. STC’s hands-on approach to engineering affords us the opportunity to create and develop innovative and advanced techniques. Combining our hands-on approach to ITS design with our expertise in communications, networking, and traffic signal systems, allows us to make sound evaluations and recommendations of ITS systems and products.

Providing Technical Support for Traffic Signal Maintenance: STC provides technical support for traffic signal maintenance for several municipalities throughout Riverside County. STC regularly directs signal maintenance and construction contractors in the field on standard tasks and provides expertise on specialized systems tasks that are typically not covered by electricians. Our services also extend well beyond support and into traffic signal maintenance and asset management including:
• Ensuring contractor-supplied equipment is compatible with existing equipment. • Generating cost effective, multi-year device replacement plans. • Performing independent evaluations and audits of the traffic signal maintenance program/ practices to ensure compliance with best practices. • Assisting with the development, evaluation, and implementation of asset management systems. • Administering and/or providing related asset inventories.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 8 Plan Check Review: STC is currently conducting plan check services for the Cities of Hemet, Jurupa Valley, Encinitas, Solana Beach, Imperial Beach, La Mesa, Menifee, and more. STC has been providing high quality plan check services to cities from inception. Because our firm provides design and implementation of traffic systems, we can identify issues on the plans that other firms may not identify in the plan check process. Through the plan check process, our team will provide the City with the expertise needed to resolve design issues before the project goes to construction.

Traffic Counts: STC will assist the City in collecting intersection and roadway segment traffic volumes.

The day, time and the length of data collection will be discussed with the City. STC has a list of trusted data collection firms, that will be contracted the work. The traffic volumes will be checked for accuracy before submitting to the City. STC assisted the City of Carlsbad in collecting traffic volumes, which is collected annually for monitoring growth as part of the City’s Growth Management Program.

3.0 FIRM QUALIFICATIONS
Working in an on-call capacity for numerous Cities in the Riverside County region provides STC unique insight into the inner working of the municipal Traffic Engineering Department. STC has successfully completed representative projects throughout the region that mirror the scope of work for this contract. Our staff has over 100 years of combined traffic signal systems engineering, operations, and maintenance experience. We have worked as municipal employees; as extensions of staff in our role as consultants; we operate and maintain TMC’s and systems; we have been foreman for electrical contractors in the business of traffic signal construction and maintenance; we have managed the municipal Public Works Electrical Division; and we have worked for traffic signal system suppliers and manufacturers. It is highly unique to find such a group of experts under the umbrella of a single organization.

Riverside County
Agencies with
Similar On-Call
Contracts
Communications & Networking
Construction Management
Electrical Inspection Services
Maintenance Reviews
Staff Training
TMC Operation & Management
Performance Monitoring
Plan Checks
Traffic Signal Design
Traffic Signal Timing
System Integration
System Master Planning
System Testing & Evaluation
System Troubleshooting
ITS Technologies
Beaumont ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Hemet ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Jurupa Valley ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Menifee ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Temecula ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 9

4.0 PROJECT TEAM
Our qualifications start with our people. STC’s staff is the foundation of our organization and has the highest level of expertise possible across the broad range of specialties included in the scope of work.

We are comprised of Professional Engineers in Civil Engineering, Traffic Engineering, Traffic Operations Engineers, Certified Signal Technicians (up to IMSA Level III), ITS Systems and Network Engineers, and Public Works Electricians and Inspectors. Our staff has over 100 years of combined traffic signal systems engineering, operations, and maintenance experience.

We have worked as municipal employees; as extensions of staff in our role as consultants; we operate and maintain TMC’s and systems; we have been foreman for electrical contractors in traffic signal construction and maintenance; we have managed the municipal Public Works Electrical Division; and we have worked for traffic signal system suppliers and manufacturers. It is highly unique to find such a group of experts under the umbrella of a single organization. These are the professionals and qualifications that Lake Elsinore seeks as a resource to supplement traffic system and operation needs.

The organization chart below shows team structure and key staff roles. The following table summarizes team professional licenses, years with STC, overall years of experience and duties for this contract.

Resumes are provided at the end of the proposal.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 10 STC models its structure after a municipal Public Works/Engineering Division. The staffing table below identifies key personnel and availability. Staff resumes are included in Appendix A.

STC Personnel/
Licenses Years Classification Areas of Expertise
Duncan HughesTE 39 Senior Principal
Manager
Project Management, ITS Planning/Design,
Construction Support, Systems & Operations,
Signal Timing/Coordination
*Jason StackTE, PTOE 25 Principal-In-Charge
Project Management, ITS Planning/Design,
Construction Support, Systems & Operations,
Signal Timing/Coordination
Brett HansenIMSA I 13 Construction
Manager
Technical Specifications, ITS Designs, Signal
Timing Plans, Construction Support Services,
Fiber Communications
Adam LembergIMSA III 27 Senior Systems
Engineer
Coordination Timing Plans Implementation,
Traffic Signal & Rail Preemption, Controller
Software, Systems & Operations
Alain
HungerfordIMSA I 13 Systems Engineer
Coordination Timing Plans Implementation,
Systems Integration, Controller Software,
Information Technology
Kevin StoneIMSA II 30 Sr. Construction
Engineer
Inspection, Constructing, Installing,
Troubleshooting, Repairing, and Maintaining
Traffic Signal Systems
Joseph WaltersIMSA II 13 Project Engineer III
Streetlighting, Traffic Signal Plans, Traffic
Control, Signal Timing Plans, ITS Design,
Signing & Striping, Plan Review
Steven Johnson 22 Senior Electrical
Inspector
Inspection, Constructing, Installing,
Troubleshooting, Repairing, and Maintaining
Traffic Signal Systems

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 11

5.0 CLIENT REFERENCES AND WORK PERFORMED
This section provides a discussion of our work for similar on-call clients for nearby municipalities. Contact information, contract names, and years working with client are listed on the table below.

Client Contact Information Contract Names Years
Jurupa Valley
Octavio Duran Jr, P.E.

Former Director of Public Works/
Assistant City Engineer
Cell: (408) 612-2321
On-Call Traffic
Operations Services 13
Menifee
Bryan Jones, P.E., AICP
Assistant City Manager
(951) 723-3702
[email protected]
On-Call Traffic
Engineering and
Support Services
9 Temecula
Nick Minicilli, PE, TE
Senior Traffic Engineer
(951) 693-3917
[email protected]
On-Call Traffic
Engineering Services 8

MENIFEE ON-CALL TRAFFIC ENGINEERING AND SUPPORT SERVICES STC has held the On-Call Traffic Engineering and Support contract with the City of Menifee since 2014.

The City utilizes STC to augment staff in the Traffic Engineering Division. As extension of staff STC is responsible for completing day-to-day City traffic engineering tasks, including responding to service calls, responsible for inventorying and inspecting all existing traffic signal components. STC researched existing traffic signal as-builts and conducted extensive field investigations to obtain a complete inventory of the traffic signal equipment. The design work includes installation of radios, 2070 controllers, CCTV, UPS, switches, routers, and related communication system elements. With the design plans, specifications, and cost estimates for the project approved by the City, STC prepared all Caltrans E-76 forms for authorization to proceed in accordance with the Local Assistance Procedures Manual. STC will provide construction engineering, integration, and project close-out services. As part of construction engineering, STC will develop and implement new timing sheets due to the new upgraded controllers.

The existing 170E controllers are being upgraded to a 2070 ATC controller with Omni software.

During design of the project, STC developed a concept to install a Type 15 street light pole with sectoral antennas at two different high points within the City to provide a more secure and reliable wireless communication design. These high points were on Eastern Water Municipal District (EMWD) property. STC led the design and coordination efforts to get poles installed on EMWD property as a separate task order to avoid the complex Caltrans E- 76 right-of-way processing. STC also coordinated with the County of Riverside to obtain the spare Type 15 poles at no cost to the City, which saved out-of-pocket costs. The purpose of using the high points was to reduce the amount of wireless failure points by avoiding a linear bussed point-to-point system and establishing a hub point-to- multipoint system. This design will save the City on future maintenance and troubleshooting costs.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 12 Newport Road & Scott Road Corridors Signal Operations Projects. The City recently commissioned STC with two projects that involved developing coordination timing for the Newport Road and Scott Road corridors. The overall goal of these projects involved reducing congestion along the corridors and improving traffic operations to increase public safety and improve travel times. The projects included coordination with the I-215 Caltrans on- and off-ramps. This involved extensive coordination efforts with the City of Menifee and Caltrans. Data collection work also required coordination with the City, Caltrans, and a count data subconsultant. Technical work included the development of the Synchro models; determining corridor cycle lengths, splits, offsets, and time-of-day for the coordination plans; and bench-testing, field-implementing, and preparing fine-tune adjustments based on field evaluations of the operations. Additionally, STC provided communications integration and inspection services.

Traffic Signal Design Services. STC provided roadway and signal design improvements at the intersection of Murrieta Road and Scott Road. This project involves developing
traffic signal design plans, signing, and striping plans, specifications, and cost estimates. Additionally, STC is managing a civil engineering subconsultant to produce
roadway design plans, grading plans, and construction
erosion control plans. STC is leading all coordination
efforts with City staff and utility companies. STC also coordinated with subconsultant efforts for surveying, R/W mapping, and civil design. We also provided traffic engineering design for two new traffic signals McCall Boulevard & Oak Hurst Avenue and Murrieta Road & Park City Avenue. Our engineers developed traffic signal design plans and signage and striping plans, along with providing specifications and cost estimates, coordinating staff efforts, and coordinating with utility companies for as-built information requests and new metered service request.

TEMECULA ON-CALL TRAFFIC ENGINEERING SERVICES
STC began working in the City of Temecula in an on-call basis in 2015 after the City requested traffic signal operations services. In 2018, the City commissioned us for a full on-call traffic engineering contract, under which we provide services such as plan check services, electrical inspection, staff training, grant writing, traffic engineering design plans, traffic signal timing and coordination development, and work with the associated traffic signal control systems. The following project profiles are examples of the work we have executed for the City.

HSIP Cycle 7 Fiber Optic Communication System Upgrade Project. In 2016, STC’s HSIP grant development efforts led to the award of $1,208,200 to Temecula for the installation fiber optic communication system upgrades, including approximately two miles of new conduit, over 22,500 linear feet of single mode fiber optic cable, new ATC traffic signal controllers, new CCTV cameras, and other communications-related equipment. The project area includes 41 traffic signals along the Winchester Road, Rancho California Road, and Temecula Parkway corridors. The project will implement new communications and traffic control systems that will modernize the City’s traffic signal system and provide infrastructure to traffic signals not currently connected. These systems will provide consistent, reliable, and modern communications and control for more than one-third of the City’s traffic signal system on the most critical arterials in Temecula. The systems will enable proactive traffic signal management including coordinated and adaptive traffic signal operations and response to real time traffic conditions.

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 13 Ynez Road and La Paz Road Intersection & Signal Design and Operations. Development on Temecula Parkway has necessitated a new traffic signal at Ynez Road and La Paz Road in the existing right‐of‐way.

The project also required pavement widening on La Paz road to accommodate the 3 travel lanes. STC was responsible for design of all aspects of the intersection. STC provided engineering plans for the pavement widening, along with preparing design plans for the new traffic signal and signage and striping plans. STC also prepared an engineer’s construction cost estimate. STC was later tasked with providing fiber optic communication design services for the intersection, a pedestrian ramp, and with providing design services during construction of the intersection.

HSIP Cycle 9 Signal Modification Improvements –
Permissive Left-Turn to Protected/Permissive Left-Turn.

Based on a successful grant application, the City
commissioned STC to prepare design plans, specifications, and estimates (PS&E) for implementing protected-left-turn phasing at 5 select intersections in the City. The project supports the Temecula community’s transportation safety goals by reducing the number and severity of intersection traffic accidents between permissive left turners and other motorists, bicyclists, or pedestrians. STC is preparing traffic signal modification plans, installation of new traffic signal poles, mast arms, and controller equipment, and installation of ADA compliant pedestrian access. responding to resident’s calls and requests, plan checking, and attending sheriff meetings. STC staff are present at City Hall twice a week and responsible for coordinating project tasks with various departments including traffic signal maintenance, planning, land development, and construction management. Weekly tasks performed by STC staff include traffic engineering design plans, reviewing and responding to citizen requests, and reviewing development traffic impact studies and design plans.

The increasingly vital role we have in implementing Menifee’s mobility and transportation goals has led to more diverse services provided to the community. We have written several successful HSIP, SSARP, and ATGP grant applications and have executed most of the ensuing projects, including serving as a key subconsultant for the Menifee Active Transportation Plan , preparing the City’s Systemic Safety Analysis Report, and providing traffic signal communications design and operations services for the execution of the HSIP projects . We are in the process of upgrading the City’s traffic signal communications and operations infrastructure to cutting edge technology and funded through grants. The following are brief descriptions of our work on signal communications, operations, and other related work in Menifee.

Menifee HSIP Wireless Interconnect System. STC successfully wrote 2 HSIP Cycle 7 grants for the Eastside and Westside Wireless Interconnect System Projects, securing over $1 million in federal funding for installation of a citywide traffic communication. The goal of the HSIP project is to improve safety and efficiency along Menifee’s streets through traffic signal timing and coordination, equipment upgrades, and monitoring systems. STC was later awarded the design contract for the citywide traffic communication system project through an RFP process. The final design plans provide communication and signal controller upgrades at all 62 signalized intersections throughout the City. The signals communicate via wireless radios back to City Hall and the system will be managed from the traffic management center (TMC)/emergency operation center (EOC), which was also designed by STC. STC is Street Lighting Services. STC is working on a variety of street lighting tasks within the City. The City recently shifted to LS3 for their lighting system, which means the City will own and maintain their street lighting system. Because of this, the City has been working with STC to standardize the new street lighting services for the City. Examples of our street lighting tasks include developing the City’s Safety

STC Traffic, Inc. – City of Lake Elsinore | On-Call Traffic Operations Services 14 and Street Lighting Guideline manual in order to ensure standardization of street lighting within the City; performing all plan check reviews for street lighting design plans submitted to the City; performing electrical inspections on street lighting systems for the City. STC will also train City maintenance staff in electrical inspections and in the maintenance of the newly installed street light systems.

JURUPA VALLEY ON-CALL TRAFFIC OPERATIONS SERVICES
STC serves as a prime for the City’s On-Call Traffic Engineering contract, assisting with traffic operations.

On-Call Operations Services. Our engineers and technicians have developed signal timing plans, coordination timing plans, and communication troubleshooting for the Jurupa Valley community at various locations. STC is conducting preliminary field observations of existing traffic operations and, using Synchro, developing coordination timing plans to implement in the field. STC is also investigating communications issues between signals. We have also coordinated five arterials and retimed or provided new timing for approximately 30 intersections. We have also assisted the City with traffic signal plan reviews and ITS and communication systems planning and design. As part of our work, we have coordinated with adjacent local cities and regional agencies, including the County of Riverside and Caltrans District 8.

Flashing Yellow Signal Timing Operations. STC recently
completed special operation timing plans for flashing yellow protective/ permissive left turns at two signalized intersections in the City. The locations include Pyrite Street/Mission Boulevard and Wineville Avenue/Landon Drive. STC developed the timing plans and then programmed and tested the special left-turn operation in the office prior to field implementation.

During field implementation, STC was fine-tuned the timing plans to ensure the City was comfortable with the specialized flashing yellow operation.

Limonite Coordination Timing Plans. STC developed signal coordination plans for nine signals along Limonite Avenue in the City of Jurupa Valley, from Sumner Avenue to Wineville Avenue. STC uploaded the existing timing plans from the signals in the field and monitored existing conditions to help determine appropriate coordination timing and time-of-day plans. Synchro was used to develop the timing plans during the design phase. After the plans were finalized, STC implemented the new timing plans into the signal controllers and field verified the coordination to ensure intended operation.

6.0 CONCLUSION
STC’s staff have experience executing this exact scope of services and have demonstrated leadership in on-call traffic operation services with neighboring agencies. Our staff is flexible working the hours necessary to make the deadline. We are the “right sized” team to execute this work. The task orders are likely to be in the thousands range. Executing small size contracts on an on-call basis has been our business focus since our inception in 2007. STC will meet the City’s needs in responsive and flexible ways and will get to the task at hand quickly and promote efficiency and performance. STC looks forward to working with Lake Elsinore to bring innovative practice and technology to the streets of the City to solve real issues and make a positive impact for the traveling public.

Relevant Experience
City of San Diego, City Traffic Management Systems, 2000-2024 Deputy Director. Oversaw implementation of Transparity and adaptive signal systems (SCOOT/InSync) throughout the City, expanding the traffic management system from approximately 200 intersections to over 1,000.

Duncan oversaw design, construction management, and integration of fiber optic interconnect systems, controller upgrades, and communication networking equipment that resulted in the expansion of the system to Otay Mesa in the south and Rancho Bernardo in the north, adding over 75% of the traffic signals in the City to the network.

City of San Diego, Management and Optimization of Citywide Signal System, 2005-2024
Deputy Director. Responsible for operation of 1,650 traffic signals, using Synchro for optimization, communication upgrades to high speed ethernet, and implementing 2070 controller upgrades. Duncan also managed the evaluation and selection of 2070 hardware and software to replace legacy 170 controllers.

City of San Diego, I-15 ICM System, 2011-2019
Deputy Director. The ICM project is a multimodal system that integrates real-time monitoring, control, and management of multimodal systems.

The project covers a 20-mile section of I-15 north of SR 52 in San Diego to SR 78 in Escondido, including major arterial routes a few miles east and west of I-15 and the transit agencies that operate within the corridor. the ICM system coordinates freeway ramp meters and arterial traffic signals to improve day-to-day conditions or to route traffic around major incidents. Strategies can be implemented automatically or following approval by system operators. The City of San Diego was a key partner in the coordination and deployment of the multi-agency management systems. In addition to integration of existing freeway elements such as cramp meters and cameras, traffic responsive traffic signal systems were deployed along arterials within the project area to allow for efficient alternative routes in the event of freeway congestion.

City of San Diego, South Bay Fiber Optic Interconnect, 2005-2008 Senior Traffic Engineer. Oversaw design and installation of 15 miles of fiber optic cable, linking South Bay to downtown. This project was a public- private partnership involving the Cities of San Diego, Chula Vista, and National City, Caltrans District 11, and a private fiber optic provider. The fiber is used to connect to traffic signals in the South Bay to the City’s traffic management center, and also used by the City’s Public Utilities Department for remote monitoring and control. Duncan’s role included network component installation, integration, and testing of the traffic signal communication components
Duncan brings 39 years
of experience in the field
of traffic systems, 16
years as Senior Traffic
Engineer and 6 years
as Deputy Director in
the Transportation
Department of the City of
San Diego. Working in the
City’s Traffic Engineering
Division, he was
responsible for the design
of new traffic signals and
interconnect systems,
adaptive traffic systems,
CMS systems, and traffic
operations. As Deputy
Director, he managed
65 engineers and
oversaw the City’s Traffic
Operations, Traffic Signals,
Transportation Safety and
Bicycle programs.

Years of Experience: 39
Education
B.S. Computational Science
and Numerical Analysis,
England, 1980
Professional
Registrations
Professional Engineer
(Traffic), CA #1838
Senior PrinciPal Manager
Duncan Hughes TE

Jason is the founder
of STC Traffic and
has over 25 years of
experience managing
transportation planning,
traffic engineering, and
ITS projects for various
agencies throughout
the Inland Empire. He is
recognized for expertise in
highly specialized traffic
signal operations, ITS
design and integration,
and signal timing
planning. Jason leads
STC’s Systems and
Operations group for
Riverside County on-call
contracts and has master
planned traffic systems
for agencies throughout
Southern California, most
recently in Temecula.

Years of Experience: 25
Education
B.S. Civil Engineering,
University of Massachusetts
at Lowell
Professional
Registrations
Professional Engineer
(Traffic) CA, #2790
Professional Traffic
Operations Engineer, USA,
#4174
Relevant Experience
City of Lake Elsinore, On-Call Traffic Signal Operations Services, 2021-Present
Principal-In-Charge. STC has provided on-call traffic signal operations support for the I-15 at Railroad Canyon Road and Main Street Interchange projects. Tasks included developing and implementing signal coordination timing plans during and after construction, developing phase based interconnect and operational analysis for new signals, on-site timing adjustments, and support for signal turn-on and troubleshooting. Jason was responsible for coordination with the City, Caltrans, and CPUC, and QA/QC review.

City of Jurupa Valley, On-Call Traffic Engineering Services, 2017-Present Principal-In-Charge. STC’s traffic engineering-related responsibilities have extended to TIA reviews, plan check, responses to signal system issues, development of traffic signal modification plans and signal timing plans, field implementation and communication troubleshooting, review of railroad concept plans/grade crossings, and constructability reviews.

Jason leads reviews of traffic signal timing and communications needs for traffic signal modifications and is managing the Citywide Traffic Signal Coordination and Safety Upgrades HSIP project, which includes improved traffic signal interconnect and signal timing, coordination, and operation and upgraded traffic signal heads with retroreflective back plates.

City of Temecula, On-Call Traffic Engineering Services, 2016-Present Principal-In-Charge. Jason provides senior direction and QA/QC review of STC’s work in the City, including traffic signal timing and coordination development and work with the traffic signal control system. He is currently overseeing the development of Temecula’s Fiber Optic Communications Master Plan and the complete buildout of the communications system, which will serve the city’s Public Works and IT departments and establish the future of Temecula’s smart city implementation.

City of Eastvale, On-Call Traffic Engineering Services, 2021-2022 Principal Engineer. STC provided on-call services in support of the Limonite Traffic Signal Synchronization Project, which deployed a communications system and traffic signal improvements for coordinated operations along Limonite Avenue. Jason oversaw development of the Basis of Design to establish the condition of existing traffic signal infrastructure, identify system improvement alternatives for implementing traffic signal synchronization, and present budgetary costs and further steps.

Jason Stack TE, PTOE
PrinciPal-in-charge

Relevant Experience
City of Lake Elsinore, On-Call Traffic Signal Operations, 2021-Present Construction Manager. STC is providing on-call traffic operations for the I-15 at Railroad Canyon Road Project, developing and implementing traffic signal coordination plans for 5 intersections for City and Caltrans review and approval. Brett led coordination with stakeholders and oversaw implementation and fine-tuning of new timing plans.

City of Jurupa Valley, On-Call Traffic Engineering Services, 2020-Present Construction Manager. Responsibilities include signal timing review, plan reviews, inspection and review of materials submittals for fiber communications, and fiber equipment recommendations. He supports the Citywide Traffic Signal Coordination and Safety Upgrades Project and the Jurupa Road Grade Separation Project.

City of Menifee, On-Call Traffic Engineering Services, 2017-Present Construction Manager. Supports land developments by conducting field review, plan checks, and constructability reviews. He also supported the citywide traffic signal interconnect projects. STC designed the City’s wireless interconnect system, providing communication and signal controller upgrades at all 62 signalized intersections throughout the City.

Brett developed the network design, developed the specifications and plans for the bid package, provided construction support and on-site integration support.

City of Eastvale, On-Call Traffic Engineering Services, 2021-2023 Senior Project Engineer. STC provided on-call services to support the Limonite Traffic Signal Synchronization Project. Brett led field reviews that informed the final design recommendations for required communications topology, paths, connectivity, and equipment for installation and operation. He provided details for trenching and options for conduit, along with cost estimates.

City of Hemet, Citywide Traffic Signal Visibility Upgrades, 2023-Present Construction Manager. The City was awarded an HSIP grant to upgrade existing backplates with retroreflective backplates at 40 signalized intersections throughout the City’s major arterials. Brett supports the project by reviewing specifications and responding to contractor RFIs.

SBCTA, Redlands Passenger Rail Project, 2016-2022
Construction Manager. STC was commissioned to evaluate, design, and provide construction support for the 9-mile extension of the Metrolink line in San Bernardino County. Brett was responsible for construction engineering for the project’s associated traffic signals, CIS system, and communication duct bank.

Brett leads STC’s
construction engineering
and construction
management support
services. He is well-
versed in standard
specifications and plans
required by government
agencies, skilled in
field analysis, and has
expertise in electrical and
communications systems.

He supports CIP projects
by providing construction
support, developing
technical specifications
and cost estimates for
bid packages, and onsite
integration support.

Years of Experience: 13
Education
B.S. Civil Engineering
(mathematics minor),
California State University,
Chico, 2011
Certifications
IMSA Level 1 - Traffic Signal
Field Technician
Corning Fiber Installation
Certified
conStruction Manager
Brett Hansen IMSA I

Relevant Experience
City of Lake Elsinore, On-Call Traffic Signal Operations, 2021-Present Senior Systems Engineer. Provides traffic signal turn-on support. The City has retained STC for on-call signal timing support for the I-15 Railroad Canyon Road Interchange Project. Adam was responsible for field observations, signal timing optimization, and implementation and documentation support and continues to provide signal timing testing and review.

City of Eastvale, On-Call Traffic Engineering Services, 2021-2022 Senior Systems Engineer. STC provided on-call services in support of the Limonite Traffic Signal Synchronization Project. STC designed, inspected, and integrated a communications system, central management system, and traffic signal improvements for synchronized operations along Limonite Avenue. The project corridor includes 12 traffic signals: eight operated by Eastvale, two operated by Jurupa Valley, and two at the I-15 ramps operated by Caltrans. Adam was responsible for overseeing the contractor, implementing signal timing and coordination plans, and training City staff on the new systems.

City of Jurupa Valley, On-Call Traffic Operations, 2017--Present Senior Systems Engineer. Mr. Lemberg has been responsible for programming and implementing traffic signal timing throughout the City, including remote and on-site operations and troubleshooting. Mr.

Lemberg programs and tests the signals and systems operation on the bench within STC’s systems laboratory to verify functionality prior to field implementation.

City of Menifee, On-Call Traffic Engineering Services, 2015-Present Senior Systems Engineer. Mr. Lemberg is responsible for providing signal timing, signal operations, and traffic systems services for on-call tasks.

Mr. Lemberg developed coordination timing for the Newport Road and Scott Road corridors, which included the I-215 Caltrans on-ramps and off-ramps. He coordinated data collection efforts with the City, Caltrans, and subconsultant count data staff and oversaw the development of the Synchro models; determined the corridor cycle lengths, splits, offsets, and time-of-day for the coordination plans; and bench-tested, field- implemented, and made fine-tune adjustments based on field evaluations of the operations.

Adam has over 27 years
of experience installing,
troubleshooting, and
maintaining traffic signals
and communication
networks. Prior to
joining STC, Mr. Lemberg
worked for McCain,
Inc. for 14 years, where
he installed many of
the advanced traffic
management systems
in Southern California
and the infrastructure
necessary for network
communications. Adam
is a regional expert in
traffic signal and ITS
systems and technologies,
experienced in
managing sophisticated
intersections and highly
recognized for his ability
to build communications
networks and solve
complex electrical
and communications
problems.

Years of Experience: 27
Certifications
IMSA Level 3 - Traffic Signal
Senior Field Technician
Senior SySteMS engineer
Adam Lemberg IMSA III

Relevant Experience
City of Lake Elsinore, On-Call Traffic Signal Operations, 2021-Present Systems Engineer. The City has retained STC for on-call signal timing support for the I-15 Railroad Canyon Road Interchange Project, which is replacing the northbound diamond off-ramp with hook-style on- and off-ramps and adding several lanes to increase traffic capacity. Alain is responsible for coordination troubleshooting due to GPS clock issues, on-site timing adjustments for ramp closures, developing and testing additional coordination plans during and post-construction, caltrans coordination, and support for signal turn-on and troubleshooting.

City of Eastvale, On-Call Traffic Engineering Services, 2021-2022 Systems Engineer. STC provided on-call services in support of the Limonite Traffic Signal Synchronization Project, which deplyed a communications system and traffic signal improvements to enable coordinated operations along Limonite Avenue. The project corridor includes eight traffic signals operated by the City and two traffic signals operated by Caltrans for the I-15 northbound and southbound ramps. Alain performed 170 to Omni controller conversions, fine-tuned coordination plans, conducted before/ after performance analysis, and is providing IT transparity support.

City of Jurupa Valley, On-Call Traffic Engineering Services, 2018-Present Systems Engineer. STC’s traffic engineering-related responsibilities have extended to TIA reviews, plan check, responses to signal system issues, development of traffic signal modification plans and signal timing plans, field implementation and communication troubleshooting, review of railroad concept plans/grade crossings, and constructability reviews. Alain has been responsible for Synchro/implementation of signal timing on critical intersections/corridors.

City of Menifee, HSIP Citywide Traffic Signal Communication Upgrades, 2020-2021
Systems Engineer. STC prepared two successful HSIP Cycle 7 grant applications for installation of wireless interconnect systems on the City’s East and West side, with related communication upgrades to improve safety and operations via optimized traffic signal coordination. Alain developed and tested controller timing and provided extensive on-site integration support and assisted in the first-time conversion from the outdated 170 controller platform to the ATC platform with McCain’s Omni controller software citywide.

Alain has over 13 years of
experience in providing
support for ATMS/
ITS deployments and
continued operation
for various agencies
throughout North
America. Working closely
with City Engineers,
he provides detailed
information to assist in
decision making while
performing operational
improvements. He actively
monitors and operates
several City TMC’s from
STC’s office, providing
support for both Central
Systems and controller
operations. Alain currently
works in an on-call basis
for agencies throughout
the Inland Empire,
providing support for
traffic signal operations
and signal systems, with
specialized expertise
in traffic management
centers.

Years of Experience: 13
Certifications
IMSA Level 1 - Traffic Signal
Field Technician
SySteMS engineer
Alain Hungerford IMSA I

Relevant Experience
City of Lake Elsinore, On-Call Traffic Signal Operations, 2021-Present Senior Project Engineer. Joseph is responsible for the design elements of traffic signal improvement plans. At the intersection of Lake Street and Lake Shore Drive, he was lead design for traffic signal improvements and updated the phasing diagram and conductor schedule.

Riverside County Agencies, On-Call Plan Check Services, 2021-Present Senior Project Engineer. STC provides plan check services for the Cities of Hemet, Ontario, Colton, Banning, Menifee, and Rialto. Joseph conducts plan checks for traffic signal modifications, street lighting, signing and striping, and traffic control. Joseph verifys designs are to City standards and comply with ADA, CA-MUTCD, and Caltrans standards.

City of Jurupa Valley, On-Call Traffic Engineering Services, 2020-Present Senior Project Engineer. STC’s traffic engineering-related responsibilities have extended to TIA reviews, plan check, responses to signal system issues, development of traffic signal modification plans and signal timing plans, field implementation and communication troubleshooting, review of railroad concept plans/grade crossings, and constructability reviews.

Joseph provides plan check reviews and traffic signal modifications, among other engineering tasks.

City of Hemet, On-Call Traffic Engineering Services, 2016-Present Senior Project Engineer. STC has directly supported the City of Hemet since 2016 with a variety of transportation projects involving traffic signal design, citywide traffic signal timing updates, on-call grant services, preparation of traffic control plans, engineering design for HSIP Cycle 8, and as-needed plan checks for Land Development. Joseph provides plan checks for signing/striping, traffic control, traffic signals and street lighting.

City of Palm Desert, North Sphere Fire Station Offsite Improvements, 2023-Present
Senior Project Engineer. STC is supporting roadway and traffic signal improvements associated with the new fire station. Joseph was responsible for drafting the conceptual design, developing the curb return radius exhibits, and preliminary cost estimates.

City of Fontana, Intersection Improvements at Baseline/Palmetto, 2023-Present
Senior Project Engineer. STC is responsible for traffic signal design and street improvements at the intersection and improvements associated with widening of the north side of Baseline Avenue. Joseph was responsible for field review and as-built research, creating base files for the Basis of Design, development of PS&E, and construction support.

Joseph has over 13 years
of experience in traffic
engineering and lighting
design for various public
municipal projects. He is
experienced in preparing
PS&E for federally funded
design projects. Joseph
is IMSA Level II Certified
and is experienced in
implementing and
integrating various traffic
systems and operations
including traffic signal
timing, traffic signal
equipment, street lighting,
communications network,
and ITS systems.

Years of Experience: 13
Education
B.S. Civil Engineering, San
Diego State University,
2008
Certifications
IMSA Level 1 - Roadway
Lighting Technician
IMSA Level 2 - Traffic Signal
Field Technician
Senior Project engineer
Joseph Walters IMSA II

Relevant Experience
Riverside County, On-Call Traffic Signal Services, 2000-2015 Signal Contractor. Prior to joining STC, Kevin serviced traffic signals throughout Riverside County. The work included: modifications of existing signals, communications, and inventory; supervising the removal of old equipment and the installation of new equipment; conducting interconnect runs; coordination with municipalities, contractors, and utilities; final inspections and punch list review.

RCTD, Scott Road Interchange at I-215, 2018-2021
Sr. Construction Engineer/Inspector. Kevin was responsible for providing electrical inspections for two City-owned traffic signals for a project that reconfigured freeway on-/off-ramps in a partial cloverleaf design, constructed a new wider overpass bridge, and widened Scott Road. He verified installation of traffic signal equipment in the traffic controller cabinets, provided inspections and punch list reviews of the City-owned modified signal upon construction completion, and provided signal material reviews of contractor submittals.

City of Menifee, On-Call Traffic Engineering Services, 2019-Present Sr. Construction Engineer/Inspector. Kevin supports task orders issued by the City. Responsibilities include construction inspection for traffic signal and electrical systems, field investigations, field testing and troubleshooting controller issues, and other on-call support.

City of Eastvale, On-Call Traffic Engineering Services, 2021-2022 Sr. Construction Engineer/Inspector. STC provided on-call services in support of the Limonite Traffic Signal Synchronization Project. The corridor includes eight traffic signals operated by the City and two traffic signals operated by Caltrans for the I-15 northbound and southbound ramps.

Kevin conducted traffic signal review, resolved issues with conduit runs for fiber at nearly every location, and provided construction inspection during fiber pull and splicing.

SBCTA, West Valley Connector Project, 2023-Present
Sr. Construction Engineer/Inspector.Currently supporting Phase One of the West Valley Connector project, a 19-mile-long BRT corridor that crosses the cities of Pomona, Montclair, Ontario, and Rancho Cucamonga and includes 33 stations at 21 major intersections with associated roadway and communications improvements, premium transit service, TSP , dedicated lanes, and integration with other bus routes. Kevin is conducting constructability reviews along each corridor.

Kevin is a construction
engineer/inspector
with over 30 years
of experience in
constructing, installing,
troubleshooting,
repairing, and
maintaining traffic signal
systems and electrical
systems. Prior to joining
STC, Kevin served as
the general foreman of
maintenance for over 350
traffic signals and four
traffic signal technicians
in the Cities of Santee, El
Cajon, La Mesa, Lemon
Grove, Imperial Valley,
and Camp Pendleton;
served as an electrical
foreman for 20 years;
and served as lead traffic
signal technician for the
City of Oceanside with
responsibility for on-call
service 24/7 for over 160
traffic signals.

Years of Experience: 30
Certifications
IMSA Level 2 - Traffic Signal
Field Technician
IMSA Work Zone Safety
Sr. conStruction engineer/inSPector
Kevin Stone IMSA II

Relevant Experience
Western Riverside Council of Governments, LED Street Lighting Upgrades, 2019
Vendor/Project Manager. RFQ for design and procurement of replacement LED street light fixtures in residential areas in even cities within Western Riverside County. Steven was responsible for design specifications, logistics, and performing field lighting audits, pre- and post-construction.

City of Chula Vista, Traffic Signal Communications Upgrades, 2024 Vendor/Project Manager. The project involved establishing new fiber optic and Ethernet communication systems for 20 signalized intersections along several key corridors. Steven was responsible for materials procurement, field scheduling, and overseeing installation.

County of San Diego, LED Street Lighting Upgrades, 2017 Vendor/Project Manager. County RFQ for design and procurement of 4,000 replacement LED street light fixtures in residential areas through the county. Steven was responsible for design specifications, logistics, and performing field lighting audits, pre- and post-construction.

City of National CIty, 8th Street Revitalization Project, 2016 Foreman/Traffic Signal Technician. City beautification and safety improvement project of the 8th Street corridor from Harbor drive to Highland Ave, which included installation of decorative streetlights, modification of existing traffic signals, installation of new traffic signals, and installation of radio-controlled RRFB pedestrian crosswalks. Steven was responsible for supervising modifications to existing traffic signals, and installation of new traffic signals and street lighting.

City of Chula Vista, 3rd Ave Streetscape Project, 2014
Foreman/Traffic Signal Technician. City beautification project of the 3rd Ave corridor from H St to E St, which included installation of decorative streetlights, modification of existing traffic signals, installation of new traffic signals, and installation of radio-controlled RRFB pedestrian crosswalks. Steven was responsible for supervising modifications to existing traffic signals, and installation of new traffic signals and street lighting.

Steven brings 22 years of
experience in the traffic
signal and street lighting
industry and specializes
in specification,
procurement, and
installation of electrical
equipment. He served
16 years in the field
as a foreman/traffic
signal field technician
where he supervised
the installation and
modification of hundreds
of traffic signals and
street lights. For the past 6
years, he worked in sales
of electrical equipment,
procuring materials for
public agency projects
throughout Southern
California.

Years of Experience: 22
Senior electrical inSPector
Steven Johnson

14)
Construction Contract Award for All American Asphalt for the SB-1 Mountain Street Tract Pavement Rehabilitation Project CIP Z10088
Approve and authorize the City Manager to execute a Public Works Construction Agreement with All American Asphalt in the amount of $3,074,001.75 for the SB-1 Mountain Street Tracts Pavement Rehabilitation Project, CIP No. Z10088 in such final form approved by the City Attorney, authorize the City Manager to execute change orders not to exceed a 10% contingency amount of $307,400.18, and authorize the City Engineer to record the Notice of Completion once it is determined the work is complete and the improvements are accepted into the City-maintained roadway network.

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:October 22, 2024
Subject:Construction Contract Award for All American Asphalt for the SB-1 Mountain Street Tract Pavement Rehabilitation Project CIP Z10088 Recommendation
Approve and authorize the City Manager to execute a Public Works Construction Agreement with All American Asphalt in the amount of $3,074,001.75 for the SB-1 Mountain Street Tracts Pavement Rehabilitation Project, CIP No. Z10088 in such final form approved by the City Attorney, authorize the City Manager to execute change orders not to exceed a 10% contingency amount of $307,400.18, and authorize the City Engineer to record the Notice of Completion once it is determined the work is complete and the improvements are accepted into the City-maintained roadway network.

Background
The project consists of pavement rehabilitation, striping, and drainage improvements to the Mountain Street Tracts. Project limits for the west area are Running Deer Rd. to the north, Lincoln St. to the west, Lake St. to the east, and Northpoint St. to the south. Project limits for the east area are Oakview Ln. to the north, Ontario Way to the west, Elena Ln. to the south, and Beechwood Ln. to the east.

The project was advertised on September 5, 2024. The low bidder is All American Asphalt with a total cost of $3,074,001.75.

Discussion
Contractor Bids were secured via the City’s electronic bidding portal, PlanetBids, on October 1, 2024, at 2:00 PM. Results were immediately made publicly visible. The City received eight (8) bids from qualified contractors. Staff recommends awarding the project to the apparent qualified low bidder, All American Asphalt. The bid results are summarized below:

SB-1 Mountain St. Tract

Page 2 of 2 ends

Contractor (Bidder) Total Bid Amount

1. All American Asphalt $3,074,001.75

2. Eagle Paving, LLC $3,078,909.00

3. Vance Corporation $3,129,359,70

4. ATP General Engineering $3,163,139.00

5. Copp Contracting, Inc. $3,183,647,75

6. Hardy & Harper, Inc. $3,400,000.00

7. RJ Noble, Co. $3,489,979,80

8. Onyx Paving, Inc. $3,923,000.00
Fiscal Impact
The Public Works Construction Agreement will result in a cost of $3,074,001.75 plus an additional 10% contingency of $307,400.00. Funding for this project is allocated within the approved CIP Budget.

Attachments
Attachment 1 - Agreement
Exhibit A - Proposal
Attachment 2 - Project Map
Engineering
1 Agreement No. __________

AGREEMENT FOR PUBLIC WORKS CONSTRUCTION
All American Asphalt
For the
SB-1 Mountain Street Tracts Pavement
Rehabilitation Project
CIP NO. Z10088
This Agreement for Public Works Construction (“Agreement”) is made and entered into as of October 22, 2024 by and between the City of Lake Elsinore, a municipal corporation (“City”) and All American Asphalt, a Corporation (“Contractor”).

The City and Contractor, in consideration of the mutual promises and covenants set forth herein, agree as follows:

1. The Project and Project Documents. Contractor agrees to construct the following public improvements (“work”) identified as:

SB-1 Mountain Street Tracts Pavement Rehabilitation Project (the “Project”) The City-approved plans for the construction of the Project, which are incorporated herein by reference and prepared by City of Lake Elsinore, are identified as:

Main Street pavement rehabilitation, Pedestrian Safety & Information Technology SB-1 Project The Project Documents include this Agreement and all of the following: (1) the Notice Inviting Bids, Instructions to Bidders, Bid Documents including Bidder’s Proposal as submitted by the Contractor, Contract Documents, General Specifications, Special Provisions, and all attachments and appendices; (2) everything referenced in such documents, such as specifications, details, standard plans or drawings and appendices, including all applicable State and Federal requirements; (3) all required bonds, insurance certificates, permits, notices, and affidavits; and (4) any and all addenda or supplemental agreements clarifying, amending or extending the work contemplated as may be required to insure completion in an acceptable manner. All of the provisions of the above-listed documents are made a part of this Agreement as though fully set forth herein.

2. Compensation.
a. For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to construct the Project, including furnishing all materials and performing all work required for the Project, and to fulfill all other obligations as set forth in the Bidder’s Proposal, such contract price being Three Million Seventy-Four Thousand and One and 75/100 dollars ($3,074,001.75).
2 b. City hereby promises and agrees to employ, and does hereby employ, Contractor to provide the materials, do the work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the prices set forth, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Project Documents.
c. Contractor agrees to receive and accept the prices set forth in the Bidder’s Proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Such compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the Project Documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

3. Completion of Work.
a. Contractor shall perform and complete all work within Forty (40) working days from the date of commencement specified in the Notice to Proceed, and shall provide, furnish and pay for all the labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required for construction of the Project. b. All work shall be performed and completed in a good workmanlike manner in strict accordance with the drawings, specifications and all provisions of this Agreement as hereinabove defined and in accordance with applicable laws, codes, regulations, ordinances and any other legal requirements governing the Project.
c. Contractor shall not be excused with respect to the failure to so comply by any act or omission of the City, the City Engineer, a City inspector, or a representative of any of them, unless such act or omission actually prevents the Contractor from fully complying with the requirements of the Project Documents, and unless the Contractor protests at the time of such alleged prevention that the act or omission is preventing the Contractor from fully complying with the Project Documents. Such protest shall not be effective unless reduced to writing and filed with the City within three (3) working days of the date of occurrence of the act or omission preventing the Contractor from fully complying with the Project Documents. d. City and Contractor recognize that time is of the essence in the performance of this Agreement and further agree that if the work called for under the Agreement is not completed within the time hereinabove specified, damages will be sustained by the City and that, it is and will be impracticable or extremely difficult to ascertain and determine the actual amount of damages the City will sustain in the event of, and by reason of, such delay. It is, therefore, agreed that such damages shall be presumed to be in the amount of One Thousand dollars ($1,000.00) per calendar day, and that the Contractor will pay to the City, or City may retain from amounts otherwise payable to Contractor, such amount for each calendar day by which the Contractor fails to complete the work, including corrective items of work, under this Agreement within the time hereinabove specified and as adjusted by any changes to the work. 3 4. Changes to Work. City and Contractor agree that the City may make changes to the work, or suspend the work, and no matter how many changes, such changes or suspensions are within the contemplation of the Contractor and City and will not be a basis for a compensable delay claim against the City nor be the basis for a liquidated damage claim against the Contractor.

Any change to the work shall be by way of a written instrument (“change order”) signed by the City and the Contractor, stating their agreement to the following:
a. The scope of the change in the work;
b. The amount of the adjustment to the contract price; and c. The extent of the adjustment to the Schedule of Performance.

The City Engineer is authorized to sign any change order provided that sufficient contingency funds are available in the City’s approved budget for the Project. All change in the work authorized by the change order shall be performed under the applicable conditions of the Project Documents. City and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes.

5. Bonds. Contractor shall provide, before commencing work, a Faithful Performance Bond and a Labor and Material Bond, each for one-hundred percent (100%) of the contract price in the form that complies with the Project Documents and is satisfactory to the City Attorney.

6. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Contractor without the prior written consent of City.

7. Licenses. Contractor represents and warrants to City that it holds the contractor’s license or licenses set forth in the Project Documents, is registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5, and holds such other licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license.

8. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, the County and Board Supervisors, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to
4 property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause.

This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

9. Insurance Requirements.
a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the Agreement, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation. Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. Commercial General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.
iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
5 iv. Builder’s Risk Coverage. Prior to the commencement of any construction of the Project, Design-Builder shall obtain (or cause to be obtained) and keep in force during the term of any construction, builder’s risk insurance insuring for all risks of physical loss of or damage (excluding the perils of earthquake and flood). v. Professional Liability Coverage. Contractor shall maintain professional errors and omissions liability insurance appropriate for Contractor’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Contractor’s services under this Agreement, whether such services are provided by the Contractor or by its employees, subcontractors, or sub consultants.

The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis.
b. Endorsements. Each general commercial liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of 6 performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

10. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor: All American Asphalt
Attn: Edward Carlson
400 East Sixth Street
Corona, CA 92879

11. Entire Agreement. This Agreement constitutes the complete and exclusive statement of agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.

12. Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney.

13. Assignment and Subcontracting. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties for obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

14. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

15. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

16. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 7 17. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

18. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

19. Authority to Enter Agreement and Administration. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non-monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. The City Engineer shall act as the Project administrator on behalf of the City.

20. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

21. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

22. Prevailing Wages.
a. Contractor and all subcontractors shall adhere to the general prevailing rate of per diem wages as determined and as published by the State Director of the Department of Industrial Relations pursuant to Labor Code Sections 1770, 1773, and 1773.2. Copies of these rates and the latest revisions thereto are on file in the office of the City Clerk of the City of Lake Elsinore and are available for review upon request. 8 b. Contractor's attention is directed to the provisions of Labor Code Sections 1774, 1775, 1776, 1777.5 and 1777.6. Contractor shall comply with the provisions of these Sections. The statutory provisions for penalties for failure to comply with the State's wage and the hours laws will be enforced.
c. Labor Code Sections 1774 and 1775 require the Contractor and all subcontractors to pay not less than the prevailing wage rates to all workmen employed in the execution of the contract and specify forfeitures and penalties for failure to do so. The minimum wages to be paid are those determined by the State Director of the Department of Industrial Relations. Labor Code Section 1776 requires the Contractor and all subcontractors to keep accurate payroll records, specifies the contents thereof, their inspection and duplication procedures and certain notices required of the Contractor pertaining to their location. The statutory penalties for failure to pay prevailing wages will be enforced. If the Project has been awarded to Contractor on or after April 1, 2015, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner. Beginning January 1, 2016, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner without regard to when the Project was awarded to Contractor. d. Labor Code Section 1777.5 requires Contractor or subcontractor employing tradesmen in any apprenticeable occupation to apply to the Joint Apprenticeship Committee nearest the site of the public works project, which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen to be used in the performance of the Agreement. The Contractor is required to make contributions to funds established for the administration of apprenticeship programs if the Contractor employs registered apprentices or journeymen in any apprenticeable trade and if other contractors on the public works site are making such contributions.

Information relative to apprenticeship standards, contributions, wage schedules and other requirements may be obtained from the State Director of Industrial Relations or from the Division of Apprenticeship Standards. Labor Code Section 1777.6 provides that it shall be unlawful to refuse to accept otherwise qualified employees as registered apprentices solely on the grounds of race, religious creed, color, national origin, ancestry, sex, or age. e. Eight hours labor constitutes a legal day's work, as set forth in Labor Code Section 1810.

23. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page]
9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
“CONTRACTOR”
All American Asphalt, a Corporation
City Manager
ATTEST:

By: Edward J. Carlson
Its: Vice President
City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager

EXHIBIT A
CONTRACTOR’S PROPOSAL
[ATTACHED]

EXHIBIT B

LIST OF SUBCONTRACTORS
[ATTACHED]

75,000.00
75,000.00
5,000.00
5,000.00
30,000.00
30,000.00
50,000.00
50,000.00
95,000.00
95,000.00

0.80 66,656.00
104.00

39.00 104.00

39.00 55,000.00
700.00
830.00

60.00 1,430.00

0.90 90.00

90.00 1,910,480.00
304,980.00
198,640.00
34,047.00
55,000.00
8,400.00
128,650.00
18,000.00
38,610.00
877.50
4,500.00
18,000.00

13.00 10.25

5.25 5.25

5.25 1.55

8.20 8.20
615.00
8,610.00
5,355.00
1,653.75
9,315.50
820.00
2,542.00
3,074,001.75
3,074,001.75
3,250.00
three million seventy four thousand one dollar and seventy five cents

Case Land Survey
L5411
614 N Eckhoff st
Orange, ca
Survey
Interstate Striping
1087140
Stripe
Pavement Rehab
1051374
2890 E. La Cresta Ave
Anaheim
Crack Seal
1-4
Traffic Loops Crackfilling
652956
946 S. Emerald St
Anaheim, ca 92804
loops
12 5
21-26
9784 POPLAR AVE FONTANA,CA 92335

**SEE ATTACHED RECENT CONSTRUCTION PROJECTS COMPLETED **

MOUNTAIN STREET TRACTS
RESURFACING PROJECT-SB-1

SLURRY SEAL TYPE II
2" GRIND AND OVERLAY
3" GRIND AND OVERLAY

MOUNTAIN STREET TRACTS
RESURFACING PROJECT-SB-1
2" GRIND AND OVERLAY
15)
Professional Services Agreement with Wilson-Mikami Corporation for On-Call Engineering Services
Approve and authorize

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:October 22, 2024
Subject:Professional Services Agreement with Wilson-Mikami Corporation for On- Call Engineering Services
Recommendation
Approve and authorize the City Manager to execute an agreement with Wilson Mikami Corporation in an amount not to exceed $100,000 annually for On-Call Engineering Services in such final form as approved by the City Attorney.

Background
Currently, the City does not have dedicated staff or civil design engineers, but it utilizes contract engineering services for CIP projects. With the continued increase in CIP projects and miscellaneous design tasks, additional engineering support services are needed. In the last year, Wilson Mikami Corporation (Wilson Mikami) has supported the City with the Engineering Standards Update, Lakeshore Drive Sidewalk Project, and other support tasks. Wilson Mikami also has extensive experience as a prime consultant for land development projects.

Discussion
Wilson Mikami will provide engineering services such as general civil engineering design, general engineering consulting, drainage consulting and design, property assessment and uses, land surveying and property search, and support with plan checking related to Capital Projects or Land Development. Wilson Mikami will provide the much-needed support for general engineering services.

Fiscal Impact
The cost of services is estimated at $100,000 per annum. A combination of Fiscal Year 2024- 2025 CIP project budgets, developer deposits, and Gas Tax funds will support the engineering services provided.

Wilson Mikami On-Call

Page 2 of 2 ends

Attachments
Attachment 1 - Professional Services Agreement with Wilson Mikami Exhibit A - Scope & Fee
Engineering

Page 1 ends

AGREEMENT FOR PROFESSIONAL SERVICES
Wilson Mikami Corporation
On Call Engineering Services
This Agreement for Professional Services (the “Agreement”) is made and entered into as of October 22, 2024, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Wilson Mikami Corporation, a corporation ("Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

General civil engineering consulting and design, capital improvement program engineering support
B. Consultant has submitted to City a proposal, dated October 14, 2024, attached hereto as Exhibit A (“Consultant’s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

Page 2 ends

c. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on October 22, 2024 and ending June 30, 2025. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager.

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed ONE HUNDRED THOUSAND ($100,000) without additional written authorization from the City.

Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

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If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Wilson Mikami Corporation
Attn: Scott Wilson
9 Corporate Park, Suite 100
Irvine, CA 92606

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

Page 9 ends

Page 10 ends

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page]

Page 11 ends

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
Wilson Mikami Corporation, a corporation
By: Scott Wilson, PE
Its: Principal
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]

EXHIBIT B

LIST OF SUBCONTRACTORS
[ATTACHED]

WILSON•MIKAMI•CORPORATION
consulting engineers

9 Corporate Park, Suite 100•IRVINE•CA•92606

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx October 14, 2024 P.N. P11132.00

Remon Habib, PE
City Engineer
City of Lake Elsinore
130 South Main Street
Lake Elsinore, California 9253

Regards,

SUBJECT: Proposal for On -Call Civil Engineering and Land Surveying Services - City of Lake Elsinore, CA.

Dear Mr. Habib:

Wilson Mikami Corporation, Inc. (WMC) sincerely appreciates the opportunity to present a proposal to City of Lake Elsinore for on-call civil engineering and land surveying services.

This proposal includes the services that Wilson Mikami Corporation anticipates are required to accomplish the project goals. The proposal is based on a scope of work discussed with your office. The attached proposal includes the following information:

• Project Understanding
• Scope of Services
• Project Fee Summary
• List of Assumptions & Exclusions

Once again, thank you for considering Wilson Mikami Corporation for this project. We anticipate that you will send us your standard contract documents for review and execution if we are selected for this project. I can be reached at (949) 679 -0092 to answer any questions you may have regarding this project proposal.

Sincerely,
Wilson Mikami Corporation, Inc.

Scott M. Wilson, P.E.

Principal

Enclosures

PROJECT UNDERSTANDING

CITY OF LAKE ELSINORE ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx It is understood that the City of Lake Elsinore desires to execute a 2-year contract for on-call professional civil engineering and land surveying services for a wide variety of City projects and services consisting of:
• General Civil Engineering Consulting
• Drainage Consulting and Design
• Subsurface Investigations
• Propery Assessment and Uses
• Land Surveying and Property Search
• Plan Checking Support

EXHIBIT 'A'

SCOPE OF SERVICES

CITY OF LAKE ELSINORE ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx Wilson Mikami Corporation (WMC ) agrees to provide professional services to the Client as described below:

200 ON-CALL CIVIL ENGINEERING AND LAND SURVEYING SERVICES

General Engineering Consulting
Provide miscellaneous engineering services to support the operations of the Department of Public Works and Engineering, including but not limited to, preparation of miscellaneous engineering studies to support capital improvement projects, preparation of project applications and programs, and assist in operation processes and procedures.

When directed, review and prepare written technical reports and attend meetings and present information.

Drainage Consulting and Design
Provide engineering and project management services to support the City in maintaining and operating stormwater collection system, stormwater drainage system, water quality devices, pump stations, and flood mitigation efforts to meet the municipal code and State and Federal rules and regulations. Provide services and work required to complete assessments, studies, recommendations, designs, plans, specifications, and estimates, and construction management for City stormwater and drainage projects.

Provide engineering and project management services to support the City’s water quality and compliance commitments that are regulated through the City’s Municipal Separate Stormwater Sewer System (MS4) permit regulated by the California State Water Board; provide all services and work required to complete assessments, studies, recommendations, designs, plans, specifications and estimates for City projects.

Proposed services may include, but are not limited to the following items:
• Prepare plans, specifications, and estimates (PS&E) for budgeted Capital Improvement Projects related to storm drain improvements along with miscellaneous site improvements.
• Provide design, construction administration, and observation services, as well as public outreach for City projects.
• Provide special reports regarding such matters as capital improvements, construction materials, and maintenance.
• Process the plans and specifications through other agencies for review and approval in connection with special funding programs and permit requirements. • Review existing documents relevant to the drainage areas and investigate field conditions.
• Verify the hydrology and hydraulic analysis from the applicable master planned facilities. Perform additional hydrology and hydraulic analysis if necessary, according to the City standards.
• Develop preliminary feasible alternatives to project designs • Provide research and coordination with agencies associated with the proposed improvements.

EXHIBIT 'A'

SCOPE OF SERVICES

CITY OF LAKE ELSINORE ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx

Subsurface Investigations
Coordinate and subcontract, if necessary, professional geotechnical engineering services as needed for City projects. Potential services include, but are not limited to, geohazards investigation, geotechnical/seismic investigation, soils testing (e.g. corrosivity, acidity, compression, percolation, boron), recommendation for foundation design, site preparation and other design requirements relevant to the site conditions, geotechnical construction observation and testing during construction and/or renovation for various facility sites.

Such services may also include reviewing background information, conducting field exploration studies, laboratory testing and analysis, coordination with engineers, and attendance of various project meetings. All work performed shall comply with applicable codes and regulations.

Property Assessment and Uses
Provide Property Assessment and Uses services consisting of res earching property information in coordination with a title company. Prepare summary reports for use by the City

Land Surveying and Property Search
Provide Professional Land Surveying and Mapping Services consisting of field survey of property boundaries, topographic surveys and construction staking if necessary.

Plan Checking Support
Provide services to review development plans/permit applications and associated studies including, but not limited to, building permit site plans and subdivision improvements. The type of improvements to be checked include, but are not limited to, street improvements, site improvements, drainage, grading, erosion and sediment control and joint utility plans.

Provide engineering services that include, but are not limited to, peer review of plans, specifications, and estimates prepared for capital improvement projects.

EXHIBIT 'B'

FEE SCHEDULE

CITY OF LAKE ELSINORE ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx

TASK DESCRIPTION FEE
200 ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES (T&M NTE)
$ 100,000
per year

The estimated budget is a maximum for the work proposed based on the direction and information provided by your office. Work performed will be billed monthly on a fixed fee/time-and-materials basis as noted above.

*Reimbursable costs, such as printing, all reproduction blueprinting shall be billed directly to Client’s account at the specified reproduction company. Reimbursables such as travel and lodging (as applicable), and photocopying will be billed, at cost, against the Reimbursable Line Item above.

All extra work shall be performed on a time-and-materials basis per the Standard Fee Schedule

T&M NTE = Time and Materials, Not to Exceed

EXHIBIT 'C'

ASSUMPTIONS AND EXCLUSIONS

CITY OF LAKE ELSINORE ON-CALL CIVIL ENGINEERING AND LAND

SURVEYING SERVICES

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx ASSUMPTIONS:

This proposal was based on the following assumptions related to the proposed project:

• Record information including maps and plans for utilities and facilities associated with proposed projects are available to WMC for use in preparing the project design or analysis requested.

EXCLUSIONS:

Items not specifically identified in the scope of service sect ions of this proposal are to be excluded from this work effort and would be considered additional services. Such services would include, but are not limited to, the following:

• Revisions to work completed or underway due to a change in information or instruction provided to Wilson Mikami Corporation by the Client for Client’s consultant (s).

S:\Proposals\P11132.00 City of Lake Elsinore On-Call Services\P11132.00 City of Lake Elsinore On-Call Civil Engineering Services Proposal_2024-10-14.docx
Wilson Mikami Corporation

FEE SCHEDULE
July 1, 2024 to June 30, 2025

Compensation for work performed on a time and materials basis will be computed as follows:

CIVIL ENGINEERING SERVICES and MAPPING Hourly Rate

Principal $ 300.00
Senior Project Manager $ 235.00
Project Manager $ 230.00
Sr. Project Designer, Sr. Project Engineer, Assistant Project Manager $ 220.00 Project Engineer, Project Designer $ 210.00
Sr. Designer, Sr. Design Engineer $ 195.00
Design Engineer, Designer $ 175.00
Assistant Engineer, Research/Processing Coordinator, Sr. CADD Technician $ 155.00 CADD Technician $ 145.00
Jr. Engineer $ 115.00
Jr. CADD Technician $ 110.00
Engineering Aide, Office Work $ 110.00

LICENSED LAND SURVEYOR and MAPPING SERVICES (Overtime to be billed at 1.35% regular rate and Double Time to be billed at 1.65% regular rate)

Licensed Land Surveyor, Sr. Project Manager $ 250.00
Sr. Project Surveyor/Chief of Parties $ 240.00
Project Surveyor $ 210.00
Survey Analyst $ 185.00
Survey Aide $ 165.00

FIELD SURVEY (Overtime to be billed at 1.45% regular rate and Double Time to be billed at 1.75% regular rate)

One Person Crew $ 243.00
Two Person Crew $ 392.00
Three Person Crew $ 504.00

One Person Crew – Prevailing Wage $ 269.00
Two Person Crew - Prevailing Wage $ 420.00
Three Person Crew - Prevailing Wage $ 538.00

Note: There will be a 4-hour minimum for Field Crew time.

Night work will be billed at overtime rates unless previously agreed upon.

MISCELLANEOUS FEES

The following services are billed at our cost plus 15%:
 Subcontract services. Plan check fees or filing fees advanced by us. Transportation, meals and lodging for overnight travel and incidental travel expenses. Commercial delivery services including Federal Express, Express Mail, and Messenger Services. Plotting and blueprint services and printing (The client is encouraged to arrange for printing, other than prints or plots on our printing machine and plotters, to be contracted directly with an outside blueprint company acceptable to us).

MILEAGE Current rate established by the IRS

16)
Agreements of Purchase and Sale Between Skydive Elsinore, LLC and City of Lake Elsinore for Acquiring Properties Related to the Murrieta Creek Multi-Use Trail Project
Approve and authorize the City Manager to execute two (2) purchase and sale agreements with Skydive Elsinore LLC, a California Limited Liability Company, in amounts of $36,975 and $24,600 for right of way acquisition in such final form as approved by the City Attorney for the Murrieta Creek Multi-Use Trail Project.

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:October 22, 2024
Subject:Agreements of Purchase and Sale Between Skydive Elsinore, LLC and City of Lake Elsinore for Acquiring Properties Related to the Murrieta Creek Multi-Use Trail Project
Recommendation
Approve and authorize the City Manager to execute two (2) purchase and sale agreements with Skydive Elsinore LLC, a California Limited Liability Company, in amounts of $36,975 and $24,600 for right of way acquisition in such final form as approved by the City Attorney for the Murrieta Creek Multi-Use Trail Project.

Background
The Murrieta Creek Trail is a multi-jurisdiction, active transportation trail that is consistent with the City’s General Plan and Eastlake Specific Plan adopted in 2017. The proposed Murrieta Creek Multi-Use Trail extends between Skylark Drive and Lake Levee Trail. The City completed the Planning Approval and Environmental phase in March 2022 and is currently finalizing environmental permitting, right-of-way certifications, and final design.

Discussion
Skydive Elsinore, LLC is the owner of certain real properties located westerly of Corydon Road and northerly of Skylark Drive, which the City desires to purchase. The City will enter into two (2) Purchase and Sale Agreements that allow for the City to purchase approximately 1.94 acres for a total purchase price of $61,575. A breakdown for each agreement is as follows:
•Agreement 1 - $36,975
oPermanent Trail Easement – 32,234 +/- square feet
oTemporary Construction Easement – 19,602 +/- square feet •Agreement 2 - $24,600
oPartial Fee Take for Mitigation – 32,670 +/- square feet

MCT PSA

Page 2 of 2 ends

Fiscal Impact
This action does not have any fiscal impact on the General Fund. Funding for the acquisition of the right-of-way is secured through the Active Transportation Program Grant.

Attachments
Attachment 1 - Purchase and Sale Agreement 1
Attachment 2 - Purchase and Sale Agreement 2
Engineering

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

AGREEMENT FOR PURCHASE AND SALE AND

JOINT ESCROW INSTRUCTIONS

SKYDIVE ELSINORE LLC, A CALIFORNIA LIMITED LIABILITY COMPANY

VACANT LAND, LAKE ELSINORE, CA
APN 370-120-063
This AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into by and between City of Lake Elsinore (“Buyer”), and Skydive Elsinore LLC, a California Limited Liability Company (“Seller”), with reference and respect to the “Recitals” set forth in paragraphs A through E below. Buyer and Seller are sometimes individually referred to herein as “Party” and collectively as “Parties”. The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. This Agreement is effective when it is fully executed by the Parties (“Effective Date”). Buyer may, but need not, confirm the Effective Date to Seller as the later of the date indicated on the signature page below that (i) this Agreement has been approved as to form, executed and dated by Buyer and (ii) Seller has executed and dated this Agreement. Seller hereby agrees that if Seller has not dated this Agreement at the time Seller delivers the same to Buyer or Escrow Agent, then Buyer or Escrow Agent may date the same as of the date of delivery, and/or receipt.

RECITALS
A. Seller is the owner in fee simple of certain real property located at Vacant Land within the City of Lake Elsinore, Riverside County, California, designated as Assessor Parcel Number(s) APN 370-120-063 and more particularly described in EXHIBIT 1 attached hereto and incorporated herein by this reference (“Property”).

B. Buyer desires to acquire certain property interests from the Property for the construction of the Murrieta Creek Multi-Use Trail Project (“Project”). This Agreement is executed with the understanding that Buyer possesses the power of eminent domain. The real property interests Buyer seeks to acquire from the Property are described below:
(i) Permanent Easement . A Permanent Easement interest on the Property for public use in connection with the Project, including right of way, trail use and related appurtenances and uses described more particularly in the Grant of Easement Deed attached as EXHIBIT 2. The Grant of Easement is on that certain portion of the Property consisting of approximately 32,234.40 S.F. (hereinafter referred to as the “Permanent Easement ”) and more fully described and depicted in EXHIBIT A and EXHIBIT B to the Grant of Easement , including, without limitation, any and all improvements located thereon, for the purpose of developing, constructing, operating and maintaining the Project.
(ii) Temporary Construction Easement. A temporary and non-exclusive 1 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ construction easement and right of way (hereinafter referred to as the “Temporary Construction Easement”) pursuant to a Temporary Construction Easement Deed in the form attached as EXHIBIT 3 attached hereto and incorporated herein by this reference (hereinafter referred to as the “TCE Grant”), over, above, on, under, in, across, along and through that certain portion of the Property consisting of approximately 19,602 S.F., more fully described and depicted in EXHIBIT A and EXHIBIT B to the TCE Grant (hereinafter referred to as the “Temporary Construction Easement Area”), including, without limitation, the landscaping and/or improvements thereon, if any.

C. Buyer extended to Seller a written offer dated August 16, 2024 pursuant to Government Code Section 7267.2 to purchase the Permanent Easement and Temporary Construction Easement for the Project.

D. The Parties negotiated Buyer’s purchase of the Permanent Easement and use of the Temporary Construction Easement and have reached an agreement regarding the terms of Buyer’s purchase of the Permanent Easement and Temporary Construction Easement Area.

E. Seller is willing to grant to Buyer the Permanent Easement and Temporary Construction Easement, subject to the terms set forth in this Agreement. Seller and Buyer hereby acknowledge and agree that Buyer is acquiring the Permanent Easement and use of the Temporary Construction Easement for public use in connection with the Project, and that the Permanent Easement and Temporary Construction Easement is necessary for the construction, operation, and/or maintenance of the Project. The Parties further agree and acknowledge that if the Parties had not reached an agreement for Buyer’s purchase of the Permanent Easement and use of the Temporary Construction Easement, buyers staff would have recommended that Buyer’s governing body consider the adoption of a resolution of necessity authorizing the initiation of an eminent domain proceeding to acquire the Permanent Easement and use of the Temporary Construction Easement in accordance with the Eminent Domain Law. Buyer’s governing body has the sole and exclusive discretion to make the findings required by Code of Civil Procedure section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure section 1245.220). This Agreement is not a commitment or an announcement of intent to acquire any other real property interests that Buyer may seek to acquire for the Project. Seller is solely responsible for consulting its tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Seller’s sale of the Permanent Easement and use of the TCE to Buyer in connection with the Project. Buyer makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction.

NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the covenants, agreements, representations and/or warranties contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the Parties, the Parties hereby agree as follows:

TERMS/AGREEMENT

1. PURCHASE AND SALE.
2 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

1.1 Permanent Easement and Temporary Construction Easement. Seller agrees to sell to Buyer the Permanent Easement and to authorize Buyer to use the Temporary Construction Easement, subject to the terms and conditions set forth herein, including, without limitation, the additional terms and conditions related to the Temporary Construction Easement set forth in Section 1.4 below.

1.2 Purchase Price. The total purchase price for the Permanent Easement and use of the Temporary Construction Easement is THIRTY-SIX THOUSAND NINE HUNDRED SEVENTY FIVE DOLLARS AND NO CENTS ($36,975.00.00) (“Purchase Price”). It is understood and agreed between the Parties that payment of the Purchase Price includes, without limitation, payment for all improvements, if any, in or on the Permanent Easement and any improvements demolished as expressly permitted by this Agreement, and/or the TCE Grant, which improvements the Parties acknowledge and agree are considered to be part of the realty or real property and are being acquired by Buyer in this transaction and, therefore, may be removed and disposed of, without the obligation to replace or pay any consideration in addition to that set forth in this Section 1.2.

1.4 Temporary Construction Easement. Seller’s Grant of the Temporary Construction Easement to Buyer is subject to the terms and conditions of the TCE Grant attached hereto, and incorporated herein by this reference.

1.4.1 Seller shall and does hereby grant to Buyer the Temporary Construction Easement pursuant to the terms and conditions described more particularly in the TCE Grant. Pursuant to the TCE Grant, Buyer has the right to access and use the Temporary Construction Easement Area to facilitate the construction of the Project, and for all activities and uses necessary and convenient thereto in connection with the construction and operation of the Project as set forth in the TCE Grant and in accordance with the terms and conditions set forth therein.

1.4.2 The term of the Temporary Construction Easement shall be the period beginning on the commencement date described in the TCE Grant for a period of twelve (12) months with an option for Buyer to extend the term in accordance with the TCE Grant.

1.4.3 A temporary construction barrier may be installed at or near the perimeter of the Temporary Construction Easement Area once the construction is started and the Temporary Construction Easement Area is disturbed by demolition and/or construction. At the expiration of the Temporary Construction Easement, Buyer shall, subject to reasonable wear and tear, restore the Temporary Construction Easement Area to a condition as near as practicable to the condition that existed immediately prior to Buyer’s operations. Buyer shall not, however, be required to restore (i) landscaping or any other improvements for which Seller has been paid under or pursuant to Section 1.2 of this Agreement, or (ii) any other changed condition or 3 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ circumstance not resulting from Buyer’s operations, negligence or greater fault, to the pre- existing condition.

1.4.4 While on the Temporary Construction Easement Area, Buyer will comply with all applicable laws, rules and regulations. Buyer will be responsible and liable for any damage to the Property to the extent the same is both (i) proximately caused by the negligent acts or greater fault of Buyer in connection with its use or occupancy of the Property for the purposes specified herein and (ii) not (a) remedied in accordance with or otherwise resolved or covered as a result of the terms of this Agreement, including, without limitation, the payment(s) to be made hereunder and/or pursuant hereto or (b) permitted, contemplated, waived or released by the terms of this Agreement or the TCE Grant.

2. ESCROW.

2.1 Opening of Escrow. Within ten (10) business days following the Effective Date, Seller and Buyer shall open an escrow (“Escrow”) for the grant of the Permanent Easement and Temporary Construction Easement with Commonwealth (“Escrow Holder”). For purposes of this Agreement, the Escrow shall be deemed open on the first date after the Effective Date that Escrow Holder shall have received a fully-executed copy of this Agreement from Buyer (“Opening of Escrow”). Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow is opened (“Opening Date”).

2.2 Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for grant of the Permanent Easement and Temporary Construction Easement. Buyer and Seller shall execute, deliver and be bound by any reasonable and customary supplemental or additional escrow instructions (“Additional Instructions”) of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. However, any such Additional Instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by both Seller and Buyer. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties.

2.3 Close of Escrow. For purposes of this Agreement, “Closing” means the closing or close of Escrow by the recordation in the Official Records of Riverside County, California, of (i) a Grant of Easement in the form attached as EXHIBIT 2 hereto, including, without limitation, EXHIBIT A and EXHIBIT B thereto, which describe and depict the Permanent Easement and (ii) TCE Grant in the form attached as EXHIBIT 3 hereto, including without limitation, EXHIBIT A and EXHIBIT B thereto, as well as the disbursement of funds and distribution of any other documents by Escrow Holder, all as described in this Agreement.

Subject to the satisfaction of the conditions precedent below, Closing is to occur sixty (60) days following the Opening Date (“Closing Date”); provided, however, that Closing and, therefore, the Closing Date shall be extended as provided in Section 8.6 below; and provided, further, that Closing may occur upon such earlier or later date as the Seller and Buyer mutually agree to in writing or as otherwise provided in this Agreement. Buyer and Seller may mutually agree to change the Closing Date by 4

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ joint written notice to Escrow Holder. The Closing shall be conditioned upon satisfaction, or written waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto. In the event the Escrow is not in a condition for the Closing to occur by the Closing Date for any reason other than the uncured breach of either Buyer or Seller, then any Party who is not then in default of the terms of this Agreement may terminate this Agreement as provided in Article 6. If no (and until a) notice of termination as provided in Article 6 is received by Escrow Holder, Escrow Holder is instructed to proceed with Closing as soon as possible.

2.4 Costs of Escrow. Because of Buyer’s status as a public entity, pursuant to California Revenue and Taxation Code Section 11922, no documentary transfer tax will be payable with respect to the conveyance(s) contemplated by this Agreement. Similarly, pursuant to California Government Code Section 27383, no recording fees will be payable with respect to the recording of the Grant of Easement and TCE Grant. Buyer shall pay the reasonable and customary costs of any Title Policy (defined below). Buyer shall pay the Escrow fees and any notary fees attributable to the Grant of Easement and TCE Grant. Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer.

Escrow Holder shall endeavor to provide an estimated Closing costs statement to Buyer and Seller at least three (3) days prior to the Closing Date.

2.5 Buyer’s Conditions Precedent to Close of Escrow. The Closing and Buyer’s obligation to acquire the Permanent Easement and Temporary Construction Easement and pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions; provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform under this Agreement by Seller not actually known to Buyer on or prior to the Closing Date):

2.5.1 Seller shall have tendered into Escrow all payments, if any, and documents required of Seller pursuant to this Agreement, including the Grant of Easement , TCE Grant and any necessary Consents and Disclaimers from any persons or entities that have a right to use or possession of the Permanent Easement or the Temporary Construction Easement Area.

2.5.2 Seller shall have completed in a timely fashion all of Seller’s obligations which are to be completed prior to the Closing as provided in this Agreement.

2.5.3 Escrow Holder shall have received an irrevocable commitment from the Title Company to issue any Title Policy required pursuant to this Agreement, subject only to the Permitted Exceptions, as set forth in more detail in Article 3 below.

2.5.4 All representations and warranties of Seller hereunder shall be true and correct as of the Effective Date and as of the Closing.

2.5.5 All property taxes and assessments attributable to the Permanent Easement to the date of Closing shall have been paid by Seller before delinquency and shall be current as of the Closing; provided, however, that, to the extent the same are available, the Purchase Price proceeds may be used to make such payments. 5 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

2.5.6 Buyer shall have approved Escrow Holder’s estimated Closing costs statement; such approval shall not be unreasonably withheld, conditioned, or delayed.

2.5.7 Buyer shall have determined that the Permanent Easement and Temporary Construction Easement are suitable for Buyer’s intended use and development, as set forth in more detail in Article 4 below.

2.6 Seller’s Conditions Precedent to Close of Escrow. The Closing and Seller’s obligation to grant the Permanent Easement and Temporary Construction Easement are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date:

2.6.1 Buyer shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.

2.6.2 Buyer shall have completed in a timely fashion all of its obligations, which are to be completed prior to the Closing as provided in this Agreement.

2.6.3 Seller shall have approved Escrow Holder’s estimated Closing costs statement.

2.7 Buyer’s Payments and Documents. Not less than one (1) day prior to Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following-described funds and documents (in recordable form, as necessary or appropriate):

2.7.1 The Purchase Price.

2.7.2 Funds required to pay the Escrow fees, recording fees and notary fees attributable to the Grant of Easement Deed and TCE Grant, as well as the costs of any Title Policy, and the additional costs, if applicable, associated with any title endorsements requested by Buyer payable by Buyer pursuant to Section 2.4 of this Agreement.

2.7.3 Funds required to pay any additional reasonable charges customarily charged to buyers in accordance with common escrow practices in Riverside County.

2.7.4 Certificate accepting the Grant of Easement and TCE Grant.

2.7.5 Such other documents and funds required of Buyer under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance of its contractual or statutory obligations.

2.8 Seller’s Payments and Documents. No less than one (1) day prior to Closing, Seller shall pay or tender (as applicable) to Escrow Holder the following-described funds and documents (in recordable form, as necessary or appropriate):

2.8.1 The fully-executed and acknowledged Grant of Easement and TCE Grant.
6 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

2.8.2 A FIRPTA (Foreign Investment in Real Property Tax Act) Certificate/Non-Foreign Status Affidavit complying with Federal laws, rules and requirements and an appropriate California Form 593 (for example, Form 593-C); Buyer’s failure to provide either instrument shall result in tax withholding, payment and the like in accordance with applicable laws, rules and regulations.

2.8.3 Such other documents and funds required of Seller under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance of its contractual or statutory obligations, including, without limitation, such instruments as are required in connection with the issuance of any Title Policy, such as a seller’s statement, owner’s affidavit, gap indemnity and the like.

2.9 Escrow Holder Responsibilities. Upon the Closing, Escrow Holder is authorized and instructed to:

2.9.1 Obtain consents and subordination agreements from the holders of any liens or encumbrances sufficient to assure that the Permanent Easement is permitted and not junior or subordinate to any lien or encumbrance that, through foreclosure, could cause a loss of the easement rights represented by the Grant of Easement. If Seller elects to satisfy and remove any such exceptions from funds otherwise payable to Seller through Escrow, before such payments or charges are made, Escrow Holder shall notify Seller of the terms necessary to satisfy and remove such monetary liens or encumbrances, and Seller shall approve the disbursement of necessary funds. Obtain consents from any lessees or parties with right to possession confirming that they consent to Buyer’s use of the Temporary Construction Easement Area subject to the terms of the TCE Grant.

2.9.2 Pay, and charge Buyer and/or Seller, as appropriate, for any fees, charges and costs payable under this Agreement, including, but not limited to, Sections 2.7 and

2.8 above. Before such payments or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing.

2.9.3 Record the Grant of Easement and TCE Grant, as well as any other instruments, as appropriate, delivered through Escrow.

2.9.4 Subject to Subsection 2.8.3 above, withhold from funds otherwise payable to Seller at Closing such amount as Buyer is required to withhold therefrom pursuant to the following: (i) California Revenue and Taxation Code Section 18662 (i.e., 3 1/3% of the total sales price) and timely submit such sums to the California Franchise Tax Board, unless Buyer is relieved of such withholding requirements under the provisions of said Section 18662; and (ii) Federal laws, rules and/or regulations, including, without limitation, those identified in Subsection 2.8.2 and timely pay over such funds to the appropriate Federal agency or authority, unless Buyer is relieved of such withholding requirements under the provisions of such laws, rules and regulations by Seller’s provision of (and Seller actually provides) an appropriate affidavit(s) and/or statement(s). Further, deliver to each Party copies of all such withholding forms, affidavits and/or certificates.
7 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

2.9.5 Disburse such other funds and deliver such other documents to the Party or Parties entitled thereto.

2.9.6 Cause any Title Policy to be issued.

2.10 Notices. All communications from Escrow Holder to either Buyer or Seller shall be directed to the addresses and in the manner established in Section 8.1 below for notices, demands, and communications between Buyer and Seller.

3. TITLE.

3.1 Condition of Title; Title Policy. It is a condition to the Closing for Buyer’s benefit that the Permanent Easement be subject only to the Permitted Exceptions and that the Grant of Easement be superior to any lien or encumbrance that, through foreclosure or other enforcement, could cause the easements to be wiped out as a junior encumbrances. At, and as a condition of, Closing for Buyer’s benefit, Commonwealth (“Title Company”) shall be prepared to issue to Buyer, upon Closing, a policy of title insurance (whether a CLTA, ALTA or ALTA extended coverage policy, as determined by Buyer, the “Title Policy”) in an amount equal to the Purchase Price, showing the Permanent Easement subject only to the Permitted Exceptions, and the Grant of Easement , including the easements granted thereunder, as senior to any monetary lien or encumbrance that, through foreclosure or other enforcement, could cause the Grant of Easement, including the easement rights granted thereunder, to be wiped out. Escrow Holder shall cause Title Company to issue the Title Policy to Buyer upon the occurrence of the Closing.

3.2 Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following conditions and exceptions to title or possession:

3.2.1 A lien to secure payment of general and special real property taxes and assessments, not delinquent.

3.2.2 A lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Closing; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, Seller shall be responsible and liable for all taxes that relate to any period prior to the Closing, including, without limitation, supplemental taxes which are not assessed or charged and/or which do not become due or owing until after the Closing.

3.2.3 Matters affecting the condition of title created by or with the consent of Buyer.

3.2.4 Other exceptions to title disclosed by the Title Report (as defined in Section 3.3 below) which have been approved in writing by Buyer prior to the Closing. 8 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

3.2.5 Any other exceptions to title which are or will become subordinate to the Grant of Easement and TCE Grant as reflected in the Title Policy pursuant to subordination agreements acceptable to Buyer and the Title Company.

3.3 Title Report. Buyer shall endeavor to obtain and provide to Seller, within fifteen (15) calendar days following the Opening of Escrow or as soon as reasonably possible thereafter, a standard preliminary report from the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report (collectively, the “Title Report”).

4. SUITABILITY AND CONDITION OF PERMANENT EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT.

4.1 Determination of Suitability and Approval of Environmental and Other Conditions. It is a condition precedent to the Closing for Buyer’s benefit that Buyer has determined that the Permanent Easement and Temporary Construction Easement is suitable for Buyer’s intended use, as determined by Buyer in its sole discretion. Prior to the Closing Date, Buyer shall determine whether the Permanent Easement and Temporary Construction Easement Area are suitable and shall provide to Seller and Escrow Holder its written notice of such determination; provided, however, that any failure of Buyer to provide notice shall be deemed approval; and, in connection with any disapproval, Buyer may, but need not, include its election to extend the Closing Date as provided in Section 8.6 below. In the event Buyer determines that the Permanent Easement and Temporary Construction Easement are suitable, such determination by Buyer shall not alter or diminish Seller’s covenants, agreements, representations and/or warranties made herein or under law, unless a representation or warranty is expressly and specifically waived in writing in whole or in part by Buyer. In the event Buyer determines that the Permanent Easement and/or the Temporary Construction Easement Area are not suitable, then Buyer may terminate this Agreement as provided in Section 6.1 below.

4.2 Inspections, Testing and Right of Entry. Prior to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Permanent Easement and/or Temporary Construction Easement Area, including, without limitation, any improvements thereon, as Buyer may desire or deem appropriate, in Buyer’s sole discretion, to determine the suitability of the Permanent Easement and Temporary Construction Easement Area for Buyer’s intended use. In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Permanent Easement and Temporary Construction Easement Area, as well as any improvements thereon, and shall, in the event the Closing fails to occur as the result of a condition outside of Buyer’s control, return the Permanent Easement and Temporary Construction Easement Area, including any improvements thereon, to their condition prior to the inspections and testing, except that Buyer shall have no responsibility or liability for returning the Permanent Easement and/or Temporary Construction Easement Area to their prior condition to the extent that any change or modification resulted from (i) reasonable wear and tear, (ii) force majeure or (iii) any other cause not within the reasonable control of Buyer, including, without limitation, the acts or omissions of any person or entity other than Buyer and/or its Representatives. Seller hereby grants to Buyer and its Representatives permission and a license 9 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ to enter upon the Permanent Easement and/or Temporary Construction Easement Area at all reasonable times prior to the Closing Date for the purpose of conducting such inspections and testing. In the event the Permanent Easement and/or Temporary Construction Easement Area is occupied by any person(s) other than Seller, Seller shall make arrangements with such person(s) to ensure access by Buyer, including, without limitation, Buyer’s Representatives, in order to conduct the inspections and testing pursuant to this Section 4.2.

5. SELLER’S ACKNOWLEDGMENT AND GENERAL RELEASE.

5.1 Full Satisfaction. Seller acknowledges that, absent the applicable waivers and releases such as those in this Agreement and in accordance with applicable provisions of California law, Seller may be entitled to the payment of relocation expenses, payments for loss of goodwill, inverse condemnation, unlawful pre-condemnation conduct, severance damages, temporary losses, permanent damages and other benefits and reimbursements other than and/or in addition to those expressly provided for in this Agreement (collectively, “Benefits”) in connection with Buyer’s acquisition of the Permanent Easement and use of the Temporary Construction Easement Area as well as the other matters covered herein. Seller acknowledges and agrees that payment and receipt of the Purchase Price includes, without limitation, full payment of, for and with respect to the Benefits, including, without limitation, just compensation, lease bonus value, business goodwill, lost profits, furniture, fixtures and equipment, relocation expenses, precondemnation damages, severance damages, damages from claims of inverse condemnation, attorney fees, appraisal and other expert fees and costs, loss of rents, lost profits, interest, and any and all other damages that can or could be brought against the Buyer in connection with the Project or Buyer’s acquisition of the Permanent Easement and use of the Temporary Construction Easement. The Parties expressly agree that the Purchase Price is for a complete settlement of all claims (known and unknown), causes of action and demands of Seller against Buyer because of Buyer’s purchase of the Permanent Easement and Temporary Construction Easement and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement.

Consistent with the foregoing as well as Section 9.2 below, Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer’s performance under this Agreement constitutes full and complete satisfaction of Buyer’s obligations to provide the Benefits to Seller and to compensate Seller not only for the purchase of the Permanent Easement and use of the Temporary Construction Easement in connection with the Project, but also for construction and/or operation of the Project.

5.2 Waivers and Releases. Seller hereby waives, to the maximum legal extent, any and all claims, demands, remedies and causes of action for damages, liabilities, losses, injuries, costs and/or expenses, including attorney fees, arising out of, resulting from or related to Buyer’s acquisition of the Permanent Easement and use of the Temporary Construction Easement in connection with the Project, whether known or unknown, foreseeable or unforeseeable, including, without limitation, construction and/or operation of the Project. The Parties hereto agree that this Agreement is a settlement of claims in order to avoid litigation and shall not, in any manner, be construed as an admission of the fair market value of the Permanent Easement and/or Temporary Construction Easement, or of any liability by any Party. Seller on 10 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ behalf of Seller as well as Seller’s heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, assigns and Representatives, and all other persons and entities, known and unknown, from any and all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of (i) Buyer’s purchase of the Permanent Easement and use of the Temporary Construction Easement or any preliminary steps thereto or (ii) the construction and/or operation of the Project, including, without limitation, its construction, reconstruction, development, redevelopment, operation, maintenance, repair, existence and use.

5.3 California Civil Code Section 1542. Seller hereby acknowledges that it has consulted or had an opportunity to consult with legal counsel regarding, and represents and warrants that it is familiar with, California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Seller acknowledges that, with respect to the sale of the Permanent Easement under the Grant of Easement and the Temporary Construction Easement Area under or pursuant to the TCE Grant to Buyer or the construction and/or operation of the Project, Seller may have sustained damages, losses, costs and/or expenses which are presently unknown and unsuspected, and such damages, losses, costs and/or expenses which may have been sustained may give rise to additional damages, losses, costs and/or expenses in the future. Nevertheless, Seller hereby represents, warrants, acknowledges and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under said Section 1542 or any other statute or judicial decision of similar effect. _ /
Seller’s Initials
The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant of Easement and TCE Grant.

5.4 Notice to Others. If Seller sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, Seller shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Grant of Easement and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither Buyer nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests, rights and remedies granted to or obtained by Buyer under or pursuant to this Agreement or justifying the Permanent Easement and the Temporary Construction Easement or either of them. 11 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

5.5 Waiver of Any Rights Pursuant to Code of Civil Procedure Section 1245.245. Seller has reviewed Code of Civil Procedure Section 1245.245, a copy of which is attached as EXHIBIT 4 hereto and incorporated herein by this reference. Seller expressly waives any rights that it may have pursuant to Code of Civil Procedure Section 1245.245 to re-purchase the Permanent Easement from Buyer if Buyer has not used the Permanent Easement in connection with the Project within ten (10) years of the sale of the Permanent Easement to Buyer.
/ _
Seller's Initials
This Section 5.5 will survive the Close of Escrow.

6. TERMINATION, DEFAULTS AND REMEDIES.

6.1 Exercise of Rights to Terminate. In the event Buyer elects to exercise its right to terminate this Agreement and the Escrow as provided in Section 2.3, 6.3 or 8.5, then Buyer may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder. In the event Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 2.3 or 6.2, then Seller may so terminate by giving notice, in writing, of such termination to Buyer and Escrow Holder. In either such event, the Party so terminating shall, except as otherwise expressly provided in Section 6.2 or 6.3 below, pay all Escrow Holder and Title Company termination fees and charges (collectively, “Termination Costs”). Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting the obligation of the Party so terminating or breaching, as appropriate, to pay Termination Costs as provided herein and any other obligations which expressly survive termination, shall cease and terminate.

6.2 Buyer’s Breach. In the event Buyer breaches any obligation under this Agreement which Buyer is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Seller, then Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Buyer and Escrow Holder. In such event, Buyer shall pay all Termination Costs. Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting for Buyer’s obligation to pay Termination Costs as provided in this Agreement and any other obligations which expressly survive termination, shall cease and terminate.

6.3 Seller’s Breach. In the event Seller breaches any obligation under this Agreement which Seller is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Buyer, then, (a) in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, including, without limitation, any and all damages resulting from such breach, (b) Buyer may, at Buyer's option, (i) terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Seller and Escrow Holder, or (ii) initiate and prosecute an action for specific 12 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ performance of this Agreement. Should Buyer elect to terminate this Agreement and the Escrow as provided herein, then Seller shall pay all Termination Costs and, upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting (1) Seller’s obligations and liabilities resulting or accruing as a result of or pursuant clause (a) above in this Section 6.3, (2) Seller’s obligation to pay Termination Costs as provided in this Agreement and (3) any other obligations that expressly survive termination, shall cease and terminate.

6.4 Return of Funds and Documents; Release of Liability as to Escrow Holder.

In the event Escrow Holder terminates this Escrow as a result of having received notice, in writing, from Buyer or Seller of its election to terminate the Escrow as provided herein, then Escrow Holder shall terminate the Escrow and return all funds, less Termination Costs, as appropriate, and documents to the Party depositing the same. Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination excepting for Escrow Holder’s obligations to return funds and documents as provided herein.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Seller’s Representations and Warranties. Seller hereby represents, warrants, covenants and agrees to and for the benefit of Buyer that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and Seller acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer’s obligations under this Agreement:

7.1.1 Authority. Seller owns the Property in fee simple, including the Permanent Easement and Temporary Construction Easement, and has full power and authority to sell, transfer and/or otherwise convey to Buyer the Permanent Easement and authorize Buyer to use the Temporary Construction Easement and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Seller to Buyer under or pursuant to this Agreement, at or prior to the Closing, have been, or will be, duly executed and delivered by Seller and are, or will be, legal, valid and binding obligations of Seller, sufficient to convey the Grant of Easement and TCE Grant to Buyer and are enforceable in accordance with their respective terms.

7.1.2 No Unrecorded Possessory Interests; No Agreements or Undertakings. Other than as is disclosed or covered by Subsections 7.1.4 and 7.1.5 below, there are no agreements for occupancy in effect for the Property, including the portions comprising the Permanent Easement and the Temporary Construction Easement Area, and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer’s use of the Permanent Easement and Temporary Construction Easement. Seller will not enter into any agreements or undertake any obligations prior to Closing that will in any way burden, encumber or otherwise affect the Permanent Easement without the prior written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Permanent Easement and/or Temporary Construction Easement Area.
13 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

7.1.3 No Liens or Encumbrances. Other than as is disclosed or covered by Subsections 7.1.4 and 7.1.5 below, the Property, including the portions comprising the Permanent Easement and Temporary Construction Easement Area, is free and clear of and from liens or encumbrances that could interfere with the intended use by Buyer; and, therefore, Buyer shall quietly enjoy its rights in and to the Permanent Easement and Temporary Construction Easement Area granted pursuant to the Grant of Easement and TCE Grant without disturbance or inference by Seller or anyone claiming by, through or under Seller.

7.1.4 No Leases and/or Disclaimers of Interest and Consents. Seller warrants that (i) the Permanent Easement and the Temporary Construction Easement Area are not subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person has any rights of possession or use that conflict with this Agreement, the Grant of Easement or TCE Grant, or that (ii) if the Permanent Easement and Temporary Construction Easement Area are subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person or entity has any rights of possession or use that conflict with this Agreement or the Grant of Easement and TCE Grant. Seller has provided to Buyer the names of said parties that claim any such rights and that Seller has deposited with Escrow a Disclaimer of Interest and Consent for any person or entity that claims any such rights to possession or use of the Permanent Easement and Temporary Construction Easement disclaiming said party’s rights to the Permanent Easement and Temporary Construction Easement, and to any right or interest to the compensation paid by Buyer to Seller for the Permanent Easement and the Temporary Construction Easement.

7.1.5 Mortgage or Deed of Trust. If the Property is encumbered by a mortgage(s), deed(s) of trust and/or other security instrument(s), Seller shall be responsible and liable for payment of any demand under any authority of such security instrument(s) out of Seller’s proceeds or otherwise. Such amounts may include, but are not be limited to, payments of unpaid principal and interest. If the Property is encumbered by a mortgage(s), deed(s) of trust or other security instrument(s), Seller understands that Buyer shall seek and may require the partial release by the holder(s) of the security instrument(s) to the Grant of Easement and TCE Grant, including the subordination of the encumbrance(s) to the Permanent Easement to preserve the permanence and/or survival of the Partial Fee Acquisition. Seller agrees and consents to the subordination of the security instrument(s) and will cooperate with Buyer in seeking the subordination(s); and Seller acknowledges and agrees that, notwithstanding anything contained in this Agreement to the contrary, Buyer’s payment of the consideration set forth herein is subject to Buyer receiving or waiving in writing the requirement of receiving said subordination(s).

7.1.6 Hazardous Materials. Seller is aware of and shall comply with its obligation under California Health and Safety Code Section 25359.7 to disclose information to Buyer regarding the environmental status of the Property. To Seller’s knowledge, the Property and the areas comprising the Permanent Easement and Temporary Construction Easement and any contiguous real property owned by Seller is not in violation of any federal, state or local statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property including, without limitation, soil and groundwater conditions 14 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ underlying the Property that could affect the Property or its use. Neither Seller, nor, to Seller’s knowledge, any other person or predecessor in interest, has used, generated, manufactured, stored or disposed of on, under or about the Property, or transported to or from the Property, any “Hazardous Materials” as defined in any state, federal or local statute, ordinance, rule or regulation applicable to the Property, including, without limitation, any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances, as well as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare.

7.1.7 Litigation. There are no claims, actions, suits or proceedings continuing, pending or, to Seller’s knowledge, threatened (i) against or affecting Seller or the Permanent Easement , or (ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, Buyer or instrumentality. Seller is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, Buyer or instrumentality.

7.1.8 No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, to Seller’s knowledge, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Seller is a party or by which Seller or the Permanent Easement are bound.

7.1.9 No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by Buyer, Seller is not aware of any contemplated condemnation of the Permanent Partial Fee Acquisition, Temporary Construction Easement Area, or any portion thereof by any public agency, authority or entity. Buyer has negotiated in good faith to acquire the Permanent Easement and the Temporary Construction Easement and to pay just compensation for its acquisition. Seller understands that, if the transaction(s), including, without limitation, the acquisition(s), set forth in and/or contemplated by this Agreement had not been (or are not) successful, then staff for Buyer may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Permanent Easement and the Temporary Construction Easement and/or interests therein and/or portions thereof.

7.2 Survival of Representations and Warranties. Seller acknowledges and agrees that the covenants, agreements, representations and warranties of Seller set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing, and Seller’s liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive not only the recordation of the Grant of Easement and TCE Grant, but also the Closing. Seller shall protect, indemnify, defend, and hold Buyer free and 15 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, which Buyer may incur, suffer or sustain by reason of or in connection with any misrepresentation made by Seller pursuant to this Article 7.

8. OTHER.

8.1 Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the address(es) provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

To Buyer: City of Lake Elsinore
Attn: City Manager
130 S. Main Street
Lake Elsinore, CA 92530
Telephone: (951) 674-3124
To Seller: Skydive Elsinore LLC
20701 Cereal St.

Lake Elsinore, CA 92530

8.2 Indemnity by Seller. Seller hereby agrees, after the Closing, at Seller’s sole cost and expense, to indemnify, protect, defend (with counsel of Buyer’s choice), and hold Buyer, its successors and assigns, officers and/or directors, harmless from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys’ and experts’ reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, Buyer, or 16 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ Buyer’s successors and assigns, officers and/or directors relating to or arising from (i) the Permanent Easement or Seller’s ownership or operation thereof on or before the Closing, (ii) the use on or before the Closing of the Permanent Easement by Seller or any third party, including, without limitation, any tenant, invitee or licensee of Seller, (iii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement, (iv) the presence, use, handling, storage, disposal or release on or before the Closing of Hazardous Materials on, under or about the Permanent Easement caused by Seller, and (v) Seller’s violation of any federal, state, or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Permanent Easement prior to the Closing. This indemnity by Seller herein contained shall survive the Closing and the recordation of the Grant of Easement and TCE Grant.

8.3 Entry, Possession, Use, Construction and Operation.

8.3.1 Upon execution of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession and use of the Permanent Easement and the Temporary Construction Easement Area, including, without limitation, the right to remove and dispose of improvements thereon, thereat and/or thereto and construct the Project. The foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Grant of Easement and TCE Grant, or, at Buyer’s election, the termination of this Agreement by either Party (whether Seller or Buyer) for any reason, including, without limitation, a breach by the other Party and/or the return of the Purchase Price deposit by Escrow Holder to Buyer on termination of this Agreement; and, if Buyer elects that the same shall survive, Buyer’s rights shall be as set forth in the right of entry, possession and use provisions attached hereto as EXHIBIT 5.

8.3.2 Upon execution of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall also have the right to enter the Property to connect any utilities or complete any utility reconnections that may be required in connection with the Project. Except for any entry required for emergency purposes in connection with utility connections or reconnections on the Property, Buyer will provide Seller with a minimum of forty-eight (48) hours written notice prior to entering the Property to complete any necessary utility connections or utility reconnections.

8.3.3 Buyer makes no representation, warranty, covenant or agreement that the Project shall be constructed or operated; and Seller acknowledges and agrees that no obligation, liability or duty whatsoever shall exist or be incurred by Buyer or any other person or entity to Seller or any other person or entity as a result of any failure to construct or operate the Project for any reason. The foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Grant Easement and TCE Grant or the termination of this Agreement by either party (whether Seller or Buyer) for any reason, including a breach by the other party.

8.4 Brokers and Sales Commissions. Buyer will not be responsible or liable for, and will not be required to pay, any sales or brokerage commissions and/or finder’s fees for which Seller has incurred any obligation with respect to the transaction which is the subject of this 17 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ Agreement. Seller shall indemnify, protect, defend and hold harmless Buyer and its successors and assigns hereunder from and against any and all claims, demands, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, arising as of, resulting from or in connection with or related to any sales or brokerage commissions, finder’s fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of Buyer. Seller’s obligations, liabilities and duties under this Section 8.4 shall survive the Closing or the termination of this Agreement.

8.5 Damage or Destruction. Should the Permanent Easement be materially damaged or destroyed by fire, earthquake or other event without the fault of either Party, this Agreement may be rescinded and terminated by Buyer; and, in such event, Buyer may reappraise the Permanent Easement or any part of it Buyer desires to acquire and make an offer thereon.

8.6 Extension of Closing and Closing Date. Buyer may, upon written notice to Seller, extend the Closing Date and, therefore, the Closing for a reasonable period in order to satisfy or to provide time for others to satisfy the conditions to Closing in favor of Buyer set forth in this Agreement, including, without limitation, the following: (i) that, in accordance with Subsection 2.5.3 and Article 3 above, the Permanent Easement and TCE Grant are subject only to the Permitted Exceptions and that title to the same is otherwise acceptable to Buyer; (ii) that, in accordance with Subsection 2.5.7 and Article 4 above, Buyer has determined that the Permanent Easement and TCE Grant are suitable for Buyer’s intended use; and (iii) that, in accordance with Subsection 2.5.4 and Article 7 above, Seller’s representations and warranties are true and accurate and Buyer has received any consent(s), release(s) and/or subordination(s) required or contemplated by Subsections 7.1.4 and 7.1.5 above.

9. INCORPORATION OF RECITALS; WHOLE AGREEMENT.

9.1 Recitals. The preamble at the beginning of this Agreement as well as the Recitals set forth in paragraphs A, B and C immediately after the preamble are hereby incorporated into this Agreement as if set forth in full in this Section 9.1.

9.2 Whole Agreement. Consistent with Section 10.17 below, the Parties hereto acknowledge and agree that they have set forth the whole of their agreement in this instrument. Consistent with Sections 5.1, 5.2 and 5.3 above, the performance of this Agreement by Buyer constitutes the entire consideration for the Permanent Easement and Temporary Construction Easement, including, without limitation, the Grant of Easement and TCE Grant, and shall release and relieve Buyer of and from any and all other and further claims, demands, obligations, liabilities and duties on this account or on account of the location, grade, construction, and operation of the Project.

10. MISCELLANEOUS.
18 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

10.1 Survival of Covenants. The covenants, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the Closing as well as the recordation of the Grant of Easement and TCE Grant.

10.2 Required Actions of Buyer and Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement.

10.3 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement.

10.4 Counterparts; Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures.

10.5 Captions. Any captions to, or headings of, the articles, sections, subsections, paragraphs, or subparagraphs or other provisions of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement.

10.6 No Obligations to Third Parties. Except as otherwise expressly provided in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to, any person or entity other than the Parties.

10.7 Exhibits. The Exhibits attached to this Agreement are hereby incorporated into this Agreement by this reference.

10.8 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision of this Agreement.

10.9 Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the County of San Bernardino.

10.10 Buyer’s Assignment. Buyer shall have the right, in its sole discretion, to assign this Agreement, as well as its rights and remedies in, to and under the Permanent Easement /Grant of Easement and the Temporary Construction Easement /TCE Grant , and any right or obligation herein and therein, to any party of its choice without the prior consent or approval of Seller.
19 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

10.11 Successors and Assigns. This Agreement, the Grant of Easement , and the TCE Grant, and any right or obligation herein and therein, shall inure to the benefit of the successors and assigns of the Parties.

10.12 Ratification. This Agreement is subject to the approval and ratification by the Buyer’s governing body or its delegated representative.

10.13 Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

10.14 Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction(s) described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting thereof.

10.15 Legal Fees. Each Party shall be responsible for payment of its own attorneys’ fees with respect to negotiation and preparation of this Agreement and processing of the Escrow. However, in the event of the bringing of any action or proceeding to enforce, interpret or construe any of the provisions of this Agreement, including, without limitation, seeking damages as a result of breach of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including actual attorneys’ fees.

10.16 Entire Agreement; Amendment. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and (together with the Grant of Easement and TCE Grant) contains the entire agreement between Buyer and Seller as to the subject matter hereof. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.

10.17 Special Provisions. The “Special Provisions” attached hereto as EXHIBIT 6, if any, are hereby incorporated into and made a part of this Agreement by this reference as if set forth in full in this Section 10.17. In the event of any conflict or inconsistency between this Agreement and the Special Provisions, the terms of the Special Provisions shall prevail and control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [Signatures on the following pages]
20 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

SIGNATURE PAGE TO

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS
Date: _________________________ BUYER:

CITY OF LAKE ELSINORE "CITY”
By: __________________________________
Jason Simpson, City ManagerATTEST:

By: __________________________________
Candice Alvarez, City Clerk
APPROVED AS TO FORM:

Leibold, McClendon & Mann
By:___________________________________
Barbara Leibold, City Attorney
21 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ SELLER:

Skydive Elsinore LLC, a California Limited
Liability Company
ꢀꢁꢂꢃꢁꢂꢄꢂꢃꢅꢆꢅꢇꢇꢈꢏꢏꢅꢊꢋꢅꢌꢍꢎDate: _________________________ By:

Name: Karl O Gulledge
Title: Manager
ꢀꢁꢂꢃꢁꢂꢄꢂꢃꢅꢆꢅꢇꢄꢈꢄꢉꢅꢊꢋꢅꢌꢍꢎ
Date: _________________________ By:

Name: Joshua Hall
Title: Manager
22 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ

EXHIBIT LIST
Exhibit 1 − Legal Description of Property [APN(s): APN 370-120-063 Exhibit 2 – Grant of Easement Deed – Permanent Easement Exhibit 3 – Temporary Construction Easement Deed
Exhibit 4 − Copy of Code of Civil Procedure Section 1245.245 Exhibit 5 − Entry, Possession and Use Provisions
23 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ EXHIBIT 1 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Legal Description of Property
[APN(s): 370-120-063
[attached behind this page]

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ EXHIBIT 2 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Grant of Easement Deed
[Portion of APN(s): 370-120-063
[attached behind this page]

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ EXHIBIT 3 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Temporary Construction Easement
[Portion of APN(s): 370-120-063
[attached behind this page]

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ EXHIBIT 4 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Copy of Code of Civil Procedure section 1245.245
(a) Property acquired by a public entity by any means set forth in subdivision (e) that is subject to a resolution of necessity adopted pursuant to this article shall only be used for the public use stated in the resolution unless the governing body of the public entity adopts a resolution authorizing a different use of the property by a vote of at least two-thirds of all members of the governing body of the public entity, or a greater vote as required by statute, charter, or ordinance. The resolution shall contain all of the following:
(1) A general statement of the new public use that is proposed for the property and a reference to the statute that would have authorized the public entity to acquire the property by eminent domain for that use.
(2) A description of the general location and extent of the property proposed to be used for the new use, with sufficient detail for reasonable identification. (3) A declaration that the governing body has found and determined each of the following:
(A) The public interest and necessity require the proposed use. (B) The proposed use is planned and located in the manner that will be most compatible with the greatest public good and least private injury. (C) The property described in the resolution is necessary for the proposed use. (b) Property acquired by a public entity by any means set forth in subdivision (e) that is subject to a resolution of necessity pursuant to this article, and is not used for the public use stated in the resolution of necessity within 10 years of the adoption of the resolution of necessity, shall be sold in accordance with the terms of subdivisions (f) and (g), unless the governing body adopts a resolution according to the terms of subdivision (a) or a resolution according to the terms of this subdivision reauthorizing the existing stated public use of the property by a vote of at least two- thirds of all members of the governing body of the public entity or a greater vote as required by statute, charter, or ordinance. A reauthorization resolution under this subdivision shall contain all of the following:
(1) A general statement of the public use that is proposed to be reauthorized for the property and a reference to the statute that authorized the public entity to acquire the property by eminent domain for that use.
(2) A description of the general location and extent of the property proposed to be used for the public use, but not yet in use for the public use, with sufficient detail for reasonable identification.
(3) A declaration that the governing body has found and determined each of the

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ following:
(A) The public interest and necessity require the proposed use. (B) The proposed use is planned and located in the manner that will be most compatible with the greatest public good and least private injury. (C) The property described in the resolution is necessary for the proposed use. (c) In addition to any notice required by law, the notice required for a new or reauthorization resolution sought pursuant to subdivision (a) or (b) shall comply with Section 1245.235 and shall be sent to each person who was given notice required by Section 1245.235 in connection with the original acquisition of the property by the public entity. (d) Judicial review of an action pursuant to subdivision (a) or (b) may be obtained by a person who had an interest in the property described in the resolution at the time that the property was acquired by the public entity, and shall be governed by Section 1085. (e) The following property acquisitions are subject to the requirements of this section:
(1) Any acquisition by a public entity pursuant to eminent domain. (2) Any acquisition by a public entity following adoption of a resolution of necessity pursuant to this article for the property.
(3) Any acquisition by a public entity prior to the adoption of a resolution of necessity pursuant to this article for the property, but subsequent to a written notice that the public entity may take the property by eminent domain.
(f) If the public entity fails to adopt either a new resolution pursuant to subdivision (a) or a reauthorization resolution pursuant to subdivision (b), as required by this section, and that property was not used for the public use stated in a resolution of necessity adopted pursuant to this article or a resolution adopted pursuant to subdivision (a) or (b) between the time of its acquisition and the time of the public entity’s failure to adopt a resolution pursuant to subdivision (a) or (b), the public entity shall offer the person or persons from whom the property was acquired the right of first refusal to purchase the property pursuant to this section, as follows:
(1) At the present market value, as determined by independent licensed appraisers. (2) For property that was a single-family residence at the time of acquisition, at an affordable price, which price shall not be greater than the price paid by the agency for the original acquisition, adjusted for inflation, and shall not be greater than fair market value, if the following requirements are met:
(A) The person or persons from whom the property was acquired certify their income to the public entity as persons or families of low or moderate income. (B) If the single-family residence is offered at a price that is less than fair market value, the public entity may verify the certifications of income in accordance with procedures used for verification of incomes of purchasers and occupants of housing financed by the California Housing Finance Agency.

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ (C) If the single-family residence is offered at a price that is less than fair market value, the public entity shall impose terms, conditions, and restrictions to ensure that the residence will either:
(i) Remain owner-occupied by the person or persons from whom the property was acquired for at least five years.
(ii) Remain available to persons or families of low or moderate income and households with incomes no greater than the incomes of the present occupants in proportion to the area median income for the longest feasible time, but for not less than 55 years for rental units and 45 years for home ownership units.
(D) The Department of Housing and Community Development shall provide to the public entity recommendations of standards and criteria for those prices, terms, conditions, and restrictions.
(g) If after a diligent effort the public entity is unable to locate the person from whom the property was acquired, if the person from whom the property was acquired does not choose to purchase the property as provided in subdivision (f), or if the public entity fails to adopt a resolution as required pursuant to subdivision (a) or (b) but is not required to offer a right of first refusal pursuant to subdivision (f), the public entity shall sell the property as surplus property pursuant to Article 8 (commencing with Section 54220) of Chapter 5 of Part 1 of Division 2 of Title 5 of the Government Code.
(h) If residential property acquired by a public entity by any means set forth in subdivision (e) is sold as surplus property pursuant to subdivision (g), and that property was not used for the public use stated in a resolution of necessity adopted pursuant to this article or a resolution adopted pursuant to subdivision (a) or (b) between the time of its acquisition and the time of its sale as surplus property, the public entity shall pay to the person or persons from whom the public entity acquired the property the sum of any financial gain between the original acquisition price, adjusted for inflation, and the final sale price.
(i) Upon completion of any acquisition described in subdivision (e) or upon the adoption of a resolution of necessity pursuant to this section, whichever is later, the public entity shall give written notice to the person or persons from whom the property was acquired as described in subdivision (e) stating that the notice, right of first refusal, and return of financial gain rights discussed in this section may accrue.
(j) At least 60 days before selling the property pursuant to subdivision (g), the public entity shall make a diligent effort to locate the person from whom the property was acquired. At any time before the proposed sale, the person from whom the property was acquired may exercise the rights provided by this section. As used in this section, “diligent effort” means that the public entity has done all of the following:
(1) Mailed the notice of the proposed sale by certified mail, return receipt requested, to the last known address of the person from whom the property was acquired. (2) Mailed the notice of the proposed sale by certified mail, return receipt requested, to each person with the same name as the person from whom the property was acquired at any

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ other address on the last equalized assessment roll.
(3) Published the notice of the proposed sale pursuant to Section 6061 of the Government Code in at least one newspaper of general circulation within the city or county in which the property is located.
(4) Posted the notice of the proposed sale in at least three public places within the city or county in which the property is located.
(5) Posted the notice of the proposed sale on the property proposed to be sold. (k) For purposes of this section, “adjusted for inflation” means the original acquisition price increased to reflect the proportional increase in the Consumer Price Index for all items for the State of California, as determined by the United States Bureau of Labor Statistics, for the period from the date of acquisition to the date the property is offered for sale. (Amended by Stats. 2007, Ch. 130, Sec. 36. Effective January 1, 2008.)

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ EXHIBIT 5 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Entry, Possession and Use Provisions
[APN(s): 370-120-063
A. Grant of Use. Seller hereby irrevocably grants to Buyer and/or its assignee for no additional monetary consideration beyond the compensation that Seller will receive upon Buyer’s acquisition of the Permanent Easement either through a contract currently being or to be negotiated or, in the event the parties do not negotiate or are unable to agree to the terms of that contract, through a condemnation action, a right of entry, possession and use of the Permanent Easement , on the terms described in item B below.

B. Use of the Acquisition Area. Buyer shall have the right to enter upon and use the Permanent Easement for the following purposes (the “Permitted Activities”): With respect to the Partial Fee Acquisition, for the Permanent Easement purposes set forth in Recital B.(i) appearing after the preamble at the beginning of this Agreement, including, but not limited to, the purposes set forth in the Grant of Easement Deed.

C. Buyer’s Right to Terminate Work. Buyer shall have no obligation to commence or complete any of the Permitted Activities.

D. No Cost to Seller. Buyer shall bear all costs and expenses in connection with Buyer’s use of the Permanent Easement .

E. Eminent Domain. By granting the irrevocable right of entry, possession and use of the Permanent Easement as set forth in this EXHIBIT 5 to Buyer, Seller agrees to the following:
(1) Seller shall not object to the filing of an eminent domain proceeding to acquire the Permanent Easement ; (2) in any eminent domain proceeding filed by Buyer to acquire the Permanent Easement , Seller shall not challenge Buyer’s right to take the Permanent Easement , and the only issue shall be the amount of just compensation for the Permanent Easement ; (3) in the event proceedings in eminent domain are begun, the date of valuation for determining the amount of just compensation for the Permanent Easement shall be the date on which Buyer files the complaint in said proceeding; and (4) this Agreement, including, without limitation, the entry, possession and use provisions set forth in this EXHIBIT 5, shall control and, therefore, Buyer need not obtain a court order for possession in connection with any eminent domain action or proceeding.

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢀꢒꢓꢓꢉꢔꢕꢐꢖꢗꢘꢕꢑꢙꢚꢙꢕꢚꢀꢑꢒꢕꢛꢙꢔꢘꢚꢜꢙꢀꢔꢓꢉꢘ timely manner, and that the rights granted to Buyer in the right of entry, possession and use provisions set forth above in this EXHIBIT 5 to the Agreement are crucial to the Project’s success.

In the event of any dispute concerning the right of entry, possession and use provisions set forth above in this EXHIBIT 5, the Parties agree that monetary damages will not be adequate to make them whole, and intend for the terms of such right of entry, possession and use provisions to be specifically enforceable.

SELLER:

Skydive Elsinore LLC, a California Limited
Liability Company
ꢀꢁꢂꢃꢁꢂꢄꢂꢃꢅꢆꢅꢇꢇꢈꢏꢏꢅꢊꢋꢅꢌꢍꢎ
Date: _________________________ By:

Name: Karl O Gulledge
Title: Manager
ꢀꢁꢂꢃꢁꢂꢄꢂꢃꢅꢆꢅꢇꢄꢈꢄꢉꢅꢊꢋꢅꢌꢍꢎ
Date: _________________________
By:

Name: Joshua Hall
Title: Manager

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

AGREEMENT FOR PURCHASE AND SALE AND

JOINT ESCROW INSTRUCTIONS

SKYDIVE ELSINORE LLC, A CALIFORNIA LIMITED LIABILITY COMPANY

Buyer may, but need not, confirm the Effective Date to Seller as the later of the date indicated on the signature page below that (i) this Agreement has been approved as to form, executed and dated by Buyer and (ii) Seller has executed and dated this Agreement. Seller hereby agrees that if Seller has not dated this Agreement at the time Seller delivers the same to Buyer or Escrow Agent, then Buyer or Escrow Agent may date the same as of the date of delivery, and/or receipt.

B. Buyer desires to acquire a portion of the property in fee, for the construction of the Murrieta Creek Multi-Use Trail Project (“Project”). This Agreement is executed with the understanding that Buyer possesses the power of eminent domain. The real property the Buyer seeks to acquire from the Property are described below:
(i) Partial Fee Acquisition. A Partial Fee Acquisition from the Property for mitigation use in connection with the Project, described more particularly in the Grant Deed attached as EXHIBIT 2. The Partial Fee Acquisition consisting of approximately 32,670 square feet, and more fully described and depicted in EXHIBIT A and EXHIBIT B to the Grant Deed.

C. Buyer extended to Seller a written offer dated September 26, 2024 pursuant to Government Code Section 7267.2 to purchase the portion of the Property in fee for the Project.

D. The Parties negotiated Buyer’s purchase of the of the Partial Fee Acquisition and have reached an agreement regarding the terms of Buyer’s purchase of the Property. 1 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ E. Seller is willing to transfer to Buyer the Property, subject to the terms set forth in this Agreement. Seller and Buyer hereby acknowledge and agree that Buyer is acquiring the Property for public use in connection with the Project, and that the Property is necessary for the construction, operation, and/or maintenance of the Project. The Parties further agree and acknowledge that if the Parties had not reached an agreement for Buyer’s purchase of the Property, buyers staff would have recommended that Buyer’s governing body consider the adoption of a resolution of necessity authorizing the initiation of an eminent domain proceeding to acquire the Property in accordance with the Eminent Domain Law. Buyer’s governing body has the sole and exclusive discretion to make the findings required by Code of Civil Procedure section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure section 1245.220). This Agreement is not a commitment or an announcement of intent to acquire any other real property interests that Buyer may seek to acquire for the Project. Seller is solely responsible for consulting its tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Seller’s sale of the Property to Buyer in connection with the Project. Buyer makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction.

TERMS/AGREEMENT

1. PURCHASE AND SALE.

Property. Seller agrees to sell to Buyer the Property subject to the terms1.1 and conditions set forth herein.

1.2 Purchase Price. The total purchase price for the Property is TWENTY FOUR THOUSAND AND SIX HUNDRED DOLLARS AND NO CENTS ($24,600.00) (“Purchase Price”). It is understood and agreed between the Parties that payment of the Purchase Price includes, without limitation, payment for all improvements, if any, in or on the Property, which improvements the Parties acknowledge and agree are considered to be part of the realty or real property and are being acquired by Buyer in this transaction and, therefore, may be removed and disposed of, without the obligation to replace or pay any consideration in addition to that set forth in this Section 1.2.

1.3 Payment of Purchase Price. At the Closing (defined in Section 2.3 below), Buyer shall pay to Seller through Escrow (defined in Section 2 below) the Purchase Price, payable in cash, by cashier’s or certified check, or by wire transfer. 2 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

2. ESCROW.

Opening of Escrow. Within ten (10) business days following the Effective2.1 Date, Seller and Buyer shall open an escrow (“Escrow”) for the conveyance of the Property with Commonwealth (“Escrow Holder”). For purposes of this Agreement, the Escrow shall be deemed open on the first date after the Effective Date that Escrow Holder shall have received a fully executed copy of this Agreement from Buyer (“Opening of Escrow”). Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow is opened (“Opening Date”).

2.2 Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Property. Buyer and Seller shall execute, deliver and be bound by any reasonable and customary supplemental or additional escrow instructions (“Additional Instructions”) of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. However, any such Additional Instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by both Seller and Buyer. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties.

2.3 Close of Escrow. For purposes of this Agreement, “Closing” means the closing or close of Escrow by the recordation in the Official Records of Riverside County, California, of a Grant Deed in the form attached as EXHIBIT 2 hereto and incorporated herein by this reference (“Grant Deed”), including, without limitation, EXHIBIT A and EXHIBIT B thereto, which describe and depict the Property, as well as the disbursement of funds and distribution of any other documents by Escrow Holder, all as described in this Agreement. Subject to the satisfaction of the conditions precedent below, Closing is to occur sixty (60) days following the Opening Date (“Closing Date”); provided, however, that Closing and, therefore, the Closing Date shall be extended as provided in Section 8.6 below; and provided, further, that Closing may occur upon such earlier or later date as the Seller and Buyer mutually agree to in writing or as otherwise provided in this Agreement. Buyer and Seller may mutually agree to change the Closing Date by joint written notice to Escrow Holder. The Closing shall be conditioned upon satisfaction, or written waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto. In the event the Escrow is not in a condition for the Closing to occur by the Closing Date for any reason other than the uncured breach of either Buyer or Seller, then any Party who is not then in default of the terms of this Agreement may terminate this Agreement as provided in Article 6. If no (and until a) notice of termination as provided in Article 6 is received by Escrow Holder, Escrow Holder is instructed to proceed with Closing as soon as possible.

2.4 Costs of Escrow. Because of Buyer’s status as a public entity, pursuant to California Revenue and Taxation Code Section 11922, no documentary transfer tax will be payable with respect to the conveyance(s) contemplated by this Agreement. Similarly, pursuant to California Government Code Section 27383, no recording fees will be payable with respect to the recording of the Grant Deed. Buyer shall pay the reasonable and customary costs of any Title Policy (defined below). Buyer shall pay the Escrow fees and any notary fees attributable to the 3 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ conveyance of the Property. Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer. Escrow Holder shall endeavor to provide an estimated Closing costs statement to Buyer and Seller at least three (3) days prior to the Closing Date.

2.5 Buyer’s Conditions Precedent to Close of Escrow. The Closing and Buyer’s obligation to acquire the Property and pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions; provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform under this Agreement by Seller not actually known to Buyer on or prior to the Closing Date):

2.5.1 Seller shall have tendered into Escrow all payments, if any, and documents required of Seller pursuant to this Agreement.

2.5.2 Seller shall have completed in a timely fashion all of Seller’s obligations which are to be completed prior to the Closing as provided in this Agreement.

2.5.4 All representations and warranties of Seller hereunder shall be true and correct as of the Effective Date and as of the Closing.

2.5.5 All property taxes and assessments attributable to the Property to the date of Closing shall have been paid by Seller before delinquency and shall be current as of the Closing; provided, however, that, to the extent the same are available, the Purchase Price proceeds may be used to make such payments.

2.5.6 Buyer shall have approved Escrow Holder’s estimated Closing costs statement; such approval shall not be unreasonably withheld, conditioned, or delayed.

2.5.7 Buyer shall have determined that the Property is suitable for Buyer’s intended use and development, as set forth in more detail in Article 4 below.

2.6 Seller’s Conditions Precedent to Close of Escrow. The Closing and Seller’s obligation to convey the Property are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date:

2.6.1 Buyer shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.

2.6.2 Buyer shall have completed in a timely fashion all of its obligations, which are to be completed prior to the Closing as provided in this Agreement. 4 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

2.6.3 Seller shall have approved Escrow Holder’s estimated Closing costs statement.

2.7.1 The Purchase Price.

2.7.2 Funds required to pay the Escrow fees, recording fees and notary fees attributable to the conveyance of the Property as well as the costs of any Title Policy, and the additional costs, if applicable, associated with any title endorsements requested by Buyer payable by Buyer pursuant to Section 2.4 of this Agreement.

2.7.3 Funds required to pay any additional reasonable charges customarily charged to buyers in accordance with common escrow practices in Riverside County.

2.7.4 Certificate accepting the Grant Deed.

2.8.1 The fully-executed and acknowledged Grant Deed.

2.9 Escrow Holder Responsibilities. Upon the Closing, Escrow Holder is authorized and instructed to:

2.9.1 Cause the satisfaction and removal of all exceptions to title to the Property representing monetary liens and encumbrances. If Seller elects to satisfy and remove any such exceptions from funds otherwise payable to Seller through Escrow, before such 5 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ payments or charges are made, Escrow Holder shall notify Seller of the terms necessary to satisfy and remove such monetary liens or encumbrances, and Seller shall approve the disbursement of necessary funds.

2.9.2 Pay, and charge Buyer and/or Seller, as appropriate, for any fees, charges and costs payable under this Agreement, including, but not limited to, Sections 2.7 and

2.8 above. Before such payments or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing.

2.9.3 Record the Grant Deed, as well as any other instruments, as appropriate, delivered through Escrow.

2.9.5 Disburse such other funds and deliver such other documents to the Party or Parties entitled thereto.

2.9.6 Cause any Title Policy to be issued.

3. TITLE.

3.1 Condition of Title; Title Policy. It is a condition to the Closing for Buyer’s benefit that the Property be subject only to the Permitted Exceptions. At, and as a condition of, Closing for Buyer’s benefit, Commonwealth (“Title Company”) shall be prepared to issue to Buyer, upon Closing, a policy of title insurance (whether a CLTA, ALTA or ALTA extended coverage policy, as determined by Buyer, the “Title Policy”) in an amount equal to the Purchase Price, showing the Property subject only to the Permitted Exceptions. Escrow Holder shall cause Title Company to issue the Title Policy to Buyer upon the occurrence of the Closing.

3.2 Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following conditions and exceptions to title or possession:
6 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

3.2.1 A lien to secure payment of general and special real property taxes and assessments, not delinquent.

3.2.3 Matters affecting the condition of title created by or with the consent of Buyer.

3.2.4 Other exceptions to title disclosed by the Title Report (as defined in Section 3.3 below) which have been approved in writing by Buyer prior to the Closing.

4. SUITABILITY AND CONDITION OF PROPERTY.

4.1 Determination of Suitability and Approval of Environmental and Other Conditions. It is a condition precedent to the Closing for Buyer’s benefit that Buyer has determined that the Property is suitable for Buyer’s intended use, as determined by Buyer in its sole discretion. Prior to the Closing Date, Buyer shall determine whether the Property is suitable and shall provide to Seller and Escrow Holder its written notice of such determination; provided, however, that any failure of Buyer to provide notice shall be deemed approval; and, in connection with any disapproval, Buyer may, but need not, include its election to extend the Closing Date as provided in Section 8.6 below. In the event Buyer determines that the Property is suitable, such determination by Buyer shall not alter or diminish Seller’s covenants, agreements, representations and/or warranties made herein or under law, unless a representation or warranty is expressly and specifically waived in writing in whole or in part by Buyer. In the event Buyer determines that the Property is not suitable, then Buyer may terminate this Agreement as provided in Section 6.1 below.

4.2 Inspections, Testing and Right of Entry. Prior to Closing, Buyer may conduct, at Buyer's sole expense, such inspections and testing of the Property, including, without limitation, any improvements thereon, as Buyer may desire or deem appropriate, in Buyer’s sole discretion, to determine the suitability of the Property for the Buyer’s intended use. In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Property, as well as any improvements thereon, and shall, in the event the Closing fails to occur as the result of a condition outside of Buyer’s control, return the Property, including any improvements thereon, to their condition prior to the inspections and testing, except that Buyer 7 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ shall have no responsibility or liability for returning the Property to its prior condition to the extent that any change or modification resulted from (i) reasonable wear and tear, (ii) force majeure or (iii) any other cause not within the reasonable control of Buyer, including, without limitation, the acts or omissions of any person or entity other than Buyer and/or its Representatives. Seller hereby grants to Buyer and its Representatives permission and a license to enter upon the Property at all reasonable times prior to the Closing Date for the purpose of conducting such inspections and testing. In the event the Property is occupied by any person(s) other than Seller, Seller shall make arrangements with such person(s) to ensure access by Buyer, including, without limitation, Buyer’s Representatives, in order to conduct the inspections and testing pursuant to this Section 4.2.

5. SELLER’S ACKNOWLEDGMENT AND GENERAL RELEASE.

5.1 Full Satisfaction. Seller acknowledges that, in accordance with applicable provisions of California law, Seller may be entitled to the payment of relocation expenses, payments for loss of goodwill, inverse condemnation, unlawful pre-condemnation conduct and other benefits and reimbursements other than and/or in addition to those expressly provided for in this Agreement (collectively, “Benefits”) in connection with Buyer’s acquisition of the Property as well as the other matters covered herein. Seller acknowledges and agrees that payment and receipt of the Purchase Price includes, without limitation, full payment of, for and with respect to the Benefits, including, without limitation, just compensation, lease bonus value, business goodwill, furniture, fixtures and equipment, relocation expenses, precondemnation damages, severance damages, damages from claims of inverse condemnation, attorney fees, appraisal and other expert fees and costs, loss of rents, lost profits, interest, and any and all other damages that can or could be brought against the Buyer in connection with the Project or Buyer’s acquisition of the Property. The Parties expressly agree that the Purchase Price is for a complete settlement of all claims (known and unknown), causes of action and demands of Seller against Buyer because of Buyer’s purchase of the Property and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement.

Consistent with the foregoing as well as Section 9.2 below, Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer’s performance under this Agreement constitutes full and complete satisfaction of Buyer’s obligations to provide the Benefits to Seller and to compensate Seller not only for the purchase of the Property in connection with the Project, but also for construction and/or operation of the Project.

5.2 Waivers and Releases. Seller hereby waives, to the maximum legal extent, any and all claims, demands, remedies and causes of action for damages, liabilities, losses, injuries, costs and/or expenses, including attorney fees, arising out of, resulting from or related to Buyer’s acquisition of the Property in connection with the Project, whether known or unknown, foreseeable or unforeseeable, including, without limitation, construction and/or operation of the Project. The Parties hereto agree that this Agreement is a settlement of claims in order to avoid litigation and shall not, in any manner, be construed as an admission of the fair market value of the Property, or of any liability by any Party. Seller on behalf of Seller as well as Seller’s heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, assigns and Representatives, and all other persons and entities, known and unknown, 8 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ from any and all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of (i) Buyer’s purchase of the Property or any preliminary steps thereto or (ii) the construction and/or operation of the Project, including, without limitation, its construction, reconstruction, development, redevelopment, operation, maintenance, repair, existence and use.

5.3 California Civil Code Section 1542. Seller hereby acknowledges that it has consulted or had an opportunity to consult with legal counsel regarding, and represents and warrants that it is familiar with, California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Seller acknowledges that, with respect to the sale of the Property to Buyer or the construction and/or operation of the Project, Seller may have sustained damages, losses, costs and/or expenses which are presently unknown and unsuspected, and such damages, losses, costs and/or expenses which may have been sustained may give rise to additional damages, losses, costs and/or expenses in the future. Nevertheless, Seller hereby represents, warrants, acknowledges and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under said Section 1542 or any other statute or judicial decision of similar effect. /
Seller’s Initials
The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant Deed.

5.4 Notice to Others. If Seller sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, Seller shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Property and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither Buyer nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests, rights and remedies granted to or obtained by Buyer under or pursuant to this Agreement or justifying the Partial Fee Acquisition.

5.5 Waiver of Any Rights Pursuant to Code of Civil Procedure Section 1245.245. Seller has reviewed Code of Civil Procedure Section 1245.245, a copy of which is attached as EXHIBIT 3 hereto and incorporated herein by this reference. Seller expressly waives any rights that it may have pursuant to Code of Civil Procedure Section 1245.245 to re-purchase 9 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ the Property from Buyer if Buyer has not used the Property in connection with the Project within ten (10) years of the sale of the Property to Buyer.
_ /
Seller's Initials
This Section 5.5 will survive the Close of Escrow.

6. TERMINATION, DEFAULTS AND REMEDIES.

Exercise of Rights to Terminate. In the event Buyer elects to exercise its6.1 right to terminate this Agreement and the Escrow as provided in Section 2.3, 6.3 or 8.5, then Buyer may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder. In the event Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 2.3 or 6.2, then Seller may so terminate by giving notice, in writing, of such termination to Buyer and Escrow Holder. In either such event, the Party so terminating shall, except as otherwise expressly provided in Section 6.2 or 6.3 below, pay all Escrow Holder and Title Company termination fees and charges (collectively, “Termination Costs”). Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting the obligation of the Party so terminating or breaching, as appropriate, to pay Termination Costs as provided herein and any other obligations which expressly survive termination, shall cease and terminate.

6.3 Seller’s Breach. In the event Seller breaches any obligation under this Agreement which Seller is to perform prior to the Closing, and fails to cure such breach within five (5) business days of receipt of written notice of such breach from Buyer, then, (a) in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, including, without limitation, any and all damages resulting from such breach, (b) Buyer may, at Buyer's option, (i) terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Seller and Escrow Holder, or (ii) initiate and prosecute an action for specific performance of this Agreement. Should Buyer elect to terminate this Agreement and the Escrow as provided herein, then Seller shall pay all Termination Costs and, upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting (1) Seller’s obligations and liabilities resulting or accruing as a result of or pursuant clause (a) above in this Section 6.3, 10 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ (2) Seller’s obligation to pay Termination Costs as provided in this Agreement and (3) any other obligations that expressly survive termination, shall cease and terminate.

6.4 Return of Funds and Documents; Release of Liability as to Escrow Holder.

7. REPRESENTATIONS AND WARRANTIES.

7.1.1 Authority. Seller owns the Property in fee simple and has full power and authority to sell, transfer and/or otherwise convey the Property to Buyer and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Seller to Buyer under or pursuant to this Agreement, at or prior to the Closing, have been, or will be, duly executed and delivered by Seller and are, or will be, legal, valid and binding obligations of Seller, sufficient to convey the Partial Fee Acquisition to Buyer and are enforceable in accordance with their respective terms.

7.1.2 No Unrecorded Possessory Interests; No Agreements or Undertakings. Other than as is disclosed or covered by Subsections 7.1.4 and 7.1.5 below, there are no agreements for occupancy in effect for the Property and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer’s use of the Property.

Seller will not enter into any agreements or undertake any obligations prior to Closing that will in any way burden, encumber or otherwise affect the Property without the prior written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Property.

7.1.3 No Liens or Encumbrances. Other than as is disclosed or covered by Subsections 7.1.4 and 7.1.5 below, the Property is free and clear of and from liens or encumbrances that could interfere with the intended use by Buyer; and, therefore, Buyer shall quietly enjoy its rights in and to the Property as well as under the Grant Deed without disturbance or inference by Seller or anyone claiming by, through or under Seller.

7.1.4 No Leases and/or Disclaimers of Interest and Consents. Other than the unrecorded tenancies described in Attachment 7.1.2, the Property is not subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person has any rights of possession or use that conflict with the Agreement or the Grant Deed. 11 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

7.1.6 Hazardous Materials. Seller is aware of and shall comply with its obligation under California Health and Safety Code Section 25359.7 to disclose information to Buyer regarding the environmental status of the Property. To Seller’s knowledge, the Property and any contiguous real property owned by Seller is not in violation of any federal, state or local statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property including, without limitation, soil and groundwater conditions underlying the Property that could affect the Property or its use. Neither Seller, nor, to Seller’s knowledge, any other person or predecessor in interest, has used, generated, manufactured, stored or disposed of on, under or about the Property, or transported to or from the Property, any “Hazardous Materials” as defined in any state, federal or local statute, ordinance, rule or regulation applicable to the Property, including, without limitation, any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances, as well as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare.

7.1.7 Litigation. There are no claims, actions, suits or proceedings continuing, pending or, to Seller’s knowledge, threatened (i) against or affecting Seller or the Property, or (ii) involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at Closing, in either case, whether at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, Buyer or instrumentality. Seller is not subject to, or in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, Buyer or instrumentality affecting the Property.

7.1.9 No Condemnation or Other Proceedings. Exclusive of any action proposed or contemplated by Buyer, Seller is not aware of any contemplated condemnation of the Property or any portion thereof by any public agency, authority or entity. Buyer has 12 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ negotiated in good faith to acquire the Property and to pay just compensation for its acquisition.

Seller understands that, if the transaction(s), including, without limitation, the acquisition(s), set forth in and/or contemplated by this Agreement had not been (or are not) successful, then staff for Buyer may have recommended (or may recommend) initiation of eminent domain proceedings to acquire the Property and/or interests therein and/or portions thereof.

Seller shall protect, indemnify, defend, and hold Buyer free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, which Buyer may incur, suffer or sustain by reason of or in connection with any misrepresentation made by Seller pursuant to this Article 7.

8. OTHER.

To Buyer: City of Lake Elsinore
Attn: City Manager
130 S. Main Street
Lake Elsinore, CA 92530
Telephone: (951) 674-3124
To Seller: Skydive Elsinore LLC
20701 Cereal St.

Lake Elsinore, CA 92530
13 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

8.2 Indemnity by Seller. Seller hereby agrees, after the Closing, at Seller’s sole cost and expense, to indemnify, protect, defend (with counsel of Buyer’s choice), and hold Buyer, its successors and assigns, officers and/or directors, harmless from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys’ and experts’ reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, Buyer, or Buyer’s successors and assigns, officers and/or directors relating to or arising from (i) the Property or Seller’s ownership or operation thereof on or before the Closing, (ii) the use on or before the Closing of the Property by Seller or any third party, including, without limitation, any tenant, invitee or licensee of Seller, (iii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement, (iv) the presence, use, handling, storage, disposal or release on or before the Closing of Hazardous Materials on, under or about the Property caused by Seller, and (v) Seller’s violation of any federal, state, or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property prior to the Closing.

This indemnity by Seller herein contained shall survive the Closing and the recordation of the Grant Deed.

8.3 Entry, Possession, Use, Construction and Operation.

8.3.1 Upon execution of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession and use of the Property, including, without limitation, the right to remove and dispose of improvements thereon, thereat and/or thereto and construct the Project. The foregoing agreement of Seller shall survive the Closing, including, without limitation, the recording of the Grant Deed, or, at Buyer’s election, the termination of this Agreement by either Party (whether Seller or Buyer) for any reason, including, without limitation, a breach by the other Party and/or the return of the Purchase Price deposit by Escrow Holder to Buyer on termination of this Agreement; and, if Buyer elects that the same shall survive, Buyer’s rights shall be as set forth in the right of entry, possession and use provisions attached hereto as EXHIBIT 4.

8.3.3 Buyer makes no representation, warranty, covenant or agreement that the Project shall be constructed or operated; and Seller acknowledges and agrees that no obligation, liability or duty whatsoever shall exist or be incurred by Buyer or any other person or entity to Seller or any other person or entity as a result of any failure to construct or operate the Project for any reason. The foregoing agreement of Seller shall survive the Closing, including, 14 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ without limitation, the recording of the Grant Deed or the termination of this Agreement by either party (whether Seller or Buyer) for any reason, including a breach by the other party.

8.4 Brokers and Sales Commissions. Buyer will not be responsible or liable for, and will not be required to pay, any sales or brokerage commissions and/or finder’s fees for which Seller has incurred any obligation with respect to the transaction which is the subject of this Agreement. Seller shall indemnify, protect, defend and hold harmless Buyer and its successors and assigns hereunder from and against any and all claims, demands, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, arising as of, resulting from or in connection with or related to any sales or brokerage commissions, finder’s fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of Buyer. Seller’s obligations, liabilities and duties under this Section 8.4 shall survive the Closing or the termination of this Agreement.

8.5 Damage or Destruction. Should the Property be materially damaged or destroyed by fire, earthquake or other event without the fault of either Party, this Agreement may be rescinded and terminated by Buyer; and, in such event, Buyer may reappraise the Property or any part of it Buyer desires to acquire and make an offer thereon.

8.6 Extension of Closing and Closing Date. Buyer may, upon written notice to Seller, extend the Closing Date and, therefore, the Closing for a reasonable period in order to satisfy or to provide time for others to satisfy the conditions to Closing in favor of Buyer set forth in this Agreement, including, without limitation, the following: (i) that, in accordance with Subsection 2.5.3 and Article 3 above, the Property are subject only to the Permitted Exceptions and that title to the same is otherwise acceptable to Buyer; (ii) that, in accordance with Subsection 2.5.7 and Article 4 above, Buyer has determined that the Property is suitable for Buyer’s intended use; and (iii) that, in accordance with Subsection 2.5.4 and Article 7 above, Seller’s representations and warranties are true and accurate and Buyer has received any consent(s), release(s) and/or subordination(s) required or contemplated by Subsections 7.1.4 and 7.1.5 above.

9. INCORPORATION OF RECITALS; WHOLE AGREEMENT.

Recitals. The preamble at the beginning of this Agreement as well as the9.1 Recitals set forth in paragraphs A, B and C immediately after the preamble are hereby incorporated into this Agreement as if set forth in full in this Section 9.1.

9.2 Whole Agreement. Consistent with Section 10.17 below, the Parties hereto acknowledge and agree that they have set forth the whole of their agreement in this instrument. Consistent with Sections 5.1, 5.2 and 5.3 above, the performance of this Agreement by Buyer constitutes the entire consideration for the Property, including, without limitation, the Grant Deed, and shall release and relieve Buyer of and from any and all other and further claims, demands, obligations, liabilities and duties on this account or on account of the location, grade, construction, and operation of the Project.
15 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

10. MISCELLANEOUS.

10.1 Survival of Covenants. The covenants, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the Closing as well as the recordation of the Grant Deed.

10.3 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement.

10.7 Exhibits. The Exhibits attached to this Agreement are hereby incorporated into this Agreement by this reference.

10.8 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision of this Agreement.

10.10 Buyer’s Assignment. Buyer shall have the right, in its sole discretion, to assign this Agreement, any right or obligation herein and therein, to any party of its choice without the prior consent or approval of Seller.
16 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

10.11 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties.

10.12 Ratification. This Agreement is subject to the approval and ratification by the Buyer’s governing body or its delegated representative.

10.13 Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

10.16 Entire Agreement; Amendment. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter hereof. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.

10.17 Special Provisions. The “Special Provisions” attached hereto as EXHIBIT 5, if any, are hereby incorporated into and made a part of this Agreement by this reference as if set forth in full in this Section 10.17. In the event of any conflict or inconsistency between this Agreement and the Special Provisions, the terms of the Special Provisions shall prevail and control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [Signatures on the following pages]
17 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

SIGNATURE PAGE TO

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS
Date: _________________________ BUYER:

CITY OF LAKE ELSINORE "CITY”
By: __________________________________
Jason Simpson, City ManagerATTEST:

By: __________________________________
Candice Alvarez, City Clerk
APPROVED AS TO FORM:

Leibold, McClendon & Mann
By:___________________________________
Barbara Leibold, City Attorney
18 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ ꢎꢏꢐꢑꢐꢑꢏꢑꢒꢋꢓꢋꢔꢕꢒꢔꢋꢖꢀꢋꢖꢗꢘ
Date: _________________________ SELLER:

Skydive Elsinore LLC, a California Limited
Liability Company
By:
ꢙꢁꢅꢍꢋꢚꢊꢍꢍꢄꢛꢃꢄ
Name:

Title:
ꢀꢁꢂꢁꢃꢄꢅ
By:
ꢆꢇꢈꢉꢊꢁꢋꢌꢁꢍꢍ
ꢀꢁꢂꢁꢃꢄꢅ
Name:

Title:
19 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ

EXHIBIT LIST
Exhibit 1 − Legal Descripꢀon of Property [APN(s): APN 370-120-063 Exhibit 2 – Grant Deed
Exhibit 3 − Copy of Code of Civil Procedure Section 1245.245 Exhibit 4 − Entry, Possession and Use Provisions
20 ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ EXHIBIT 1 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Legal Description of Property
[APN(s): 370-120-063]
[attached behind this page]

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ EXHIBIT 2 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Grant Deed
[Portion of APN(s): 370-120-063]
[attached behind this page]

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ EXHIBIT 3 TO

PURCHASE AND SALE AGREEMENT

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ (3) A declaration that the governing body has found and determined each of the following:
(A) The public interest and necessity require the proposed use. (B) The proposed use is planned and located in the manner that will be most compatible with the greatest public good and least private injury. (C) The property described in the resolution is necessary for the proposed use. (c) In addition to any notice required by law, the notice required for a new or reauthorization resolution sought pursuant to subdivision (a) or (b) shall comply with Section 1245.235 and shall be sent to each person who was given notice required by Section 1245.235 in connection with the original acquisition of the property by the public entity. (d) Judicial review of an action pursuant to subdivision (a) or (b) may be obtained by a person who had an interest in the property described in the resolution at the time that the property was acquired by the public entity, and shall be governed by Section 1085. (e) The following property acquisitions are subject to the requirements of this section:
(1) Any acquisition by a public entity pursuant to eminent domain. (2) Any acquisition by a public entity following adoption of a resolution of necessity pursuant to this article for the property.
(3) Any acquisition by a public entity prior to the adoption of a resolution of necessity pursuant to this article for the property, but subsequent to a written notice that the public entity may take the property by eminent domain.
(f) If the public entity fails to adopt either a new resolution pursuant to subdivision (a) or a reauthorization resolution pursuant to subdivision (b), as required by this section, and that property was not used for the public use stated in a resolution of necessity adopted pursuant to this article or a resolution adopted pursuant to subdivision (a) or (b) between the time of its acquisition and the time of the public entity’s failure to adopt a resolution pursuant to subdivision (a) or (b), the public entity shall offer the person or persons from whom the property was acquired the right of first refusal to purchase the property pursuant to this section, as follows:
(1) At the present market value, as determined by independent licensed appraisers. (2) For property that was a single-family residence at the time of acquisition, at an affordable price, which price shall not be greater than the price paid by the agency for the original acquisition, adjusted for inflation, and shall not be greater than fair market value, if the following requirements are met:
(A) The person or persons from whom the property was acquired certify their income to the public entity as persons or families of low or moderate income. (B) If the single-family residence is offered at a price that is less than fair market value, the public entity may verify the certifications of income in accordance with procedures used for verification of incomes of purchasers and occupants of housing financed by the

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ California Housing Finance Agency.
(C) If the single-family residence is offered at a price that is less than fair market value, the public entity shall impose terms, conditions, and restrictions to ensure that the residence will either:
(i) Remain owner-occupied by the person or persons from whom the property was acquired for at least five years.
(ii) Remain available to persons or families of low or moderate income and households with incomes no greater than the incomes of the present occupants in proportion to the area median income for the longest feasible time, but for not less than 55 years for rental units and 45 years for home ownership units.
(D) The Department of Housing and Community Development shall provide to the public entity recommendations of standards and criteria for those prices, terms, conditions, and restrictions.
(g) If after a diligent effort the public entity is unable to locate the person from whom the property was acquired, if the person from whom the property was acquired does not choose to purchase the property as provided in subdivision (f), or if the public entity fails to adopt a resolution as required pursuant to subdivision (a) or (b) but is not required to offer a right of first refusal pursuant to subdivision (f), the public entity shall sell the property as surplus property pursuant to Article 8 (commencing with Section 54220) of Chapter 5 of Part 1 of Division 2 of Title 5 of the Government Code.
(h) If residential property acquired by a public entity by any means set forth in subdivision (e) is sold as surplus property pursuant to subdivision (g), and that property was not used for the public use stated in a resolution of necessity adopted pursuant to this article or a resolution adopted pursuant to subdivision (a) or (b) between the time of its acquisition and the time of its sale as surplus property, the public entity shall pay to the person or persons from whom the public entity acquired the property the sum of any financial gain between the original acquisition price, adjusted for inflation, and the final sale price.
(i) Upon completion of any acquisition described in subdivision (e) or upon the adoption of a resolution of necessity pursuant to this section, whichever is later, the public entity shall give written notice to the person or persons from whom the property was acquired as described in subdivision (e) stating that the notice, right of first refusal, and return of financial gain rights discussed in this section may accrue.
(j) At least 60 days before selling the property pursuant to subdivision (g), the public entity shall make a diligent effort to locate the person from whom the property was acquired. At any time before the proposed sale, the person from whom the property was acquired may exercise the rights provided by this section. As used in this section, “diligent effort” means that the public entity has done all of the following:
(1) Mailed the notice of the proposed sale by certified mail, return receipt requested, to the last known address of the person from whom the property was acquired.

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ (2) Mailed the notice of the proposed sale by certified mail, return receipt requested, to each person with the same name as the person from whom the property was acquired at any other address on the last equalized assessment roll.
(3) Published the notice of the proposed sale pursuant to Section 6061 of the Government Code in at least one newspaper of general circulation within the city or county in which the property is located.
(4) Posted the notice of the proposed sale in at least three public places within the city or county in which the property is located.
(5) Posted the notice of the proposed sale on the property proposed to be sold. (k) For purposes of this section, “adjusted for inflation” means the original acquisition price increased to reflect the proportional increase in the Consumer Price Index for all items for the State of California, as determined by the United States Bureau of Labor Statistics, for the period from the date of acquisition to the date the property is offered for sale. (Amended by Stats. 2007, Ch. 130, Sec. 36. Effective January 1, 2008.)

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ EXHIBIT 4 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
Entry, Possession and Use Provisions
[APN(s): 370-120-063]
A. Grant of Use. Seller hereby irrevocably grants to Buyer and/or its assignee for no additional monetary consideration beyond the compensation that Seller will receive upon Buyer’s acquisition of the Property either through a contract currently being or to be negotiated or, in the event the parties do not negotiate or are unable to agree to the terms of that contract, through a condemnation action, a right of entry, possession and use of the Property, on the terms described in item B below.

B. Use of the Acquisition Area. Buyer shall have the right to enter upon and use the Property for any purpose whatsoever related to the construction and/or operation of the Project (the “Permitted Activities”).

C. Buyer’s Right to Terminate Work. Buyer shall have no obligation to commence or complete any of the Permitted Activities.

D. No Cost to Seller. Buyer shall bear all costs and expenses in connection with Buyer’s use of the Property.

E. Eminent Domain. By granting the irrevocable right of entry, possession and use of the Property as set forth in this EXHIBIT 4 to Buyer, Seller agrees to the following: (1) Seller shall not object to the filing of an eminent domain proceeding to acquire the Property; (2) in any eminent domain proceeding filed by Buyer to acquire the Property, Seller shall not challenge Buyer’s right to take the Property, and the only issue shall be the amount of just compensation for the Property; (3) in the event proceedings in eminent domain are begun, the date of valuation for determining the amount of just compensation for the Property shall be the date on which Buyer files the complaint in said proceeding; and (4) this Agreement, including, without limitation, the entry, possession and use provisions set forth in this EXHIBIT 4, shall control and, therefore, Buyer need not obtain a court order for possession in connection with any eminent domain action or proceeding.

F. Parties’ Intent to Be Bound. The Parties intend that this Agreement, including, without limitation, the right of entry, possession and use provisions set forth above in this EXHIBIT 4, constitute a binding contract. In particular in this regard, Seller acknowledges and agrees that it is important for Buyer to have assurances that the Project may be constructed in a timely manner, and that the rights granted to Buyer in the right of entry, possession and use provisions set forth above in this EXHIBIT 4 to the Agreement are crucial to the Project’s success.

In the event of any dispute concerning the right of entry, possession and use provisions set forth

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ above in this EXHIBIT 4, the Parties agree that monetary damages will not be adequate to make them whole, and intend for the terms of such right of entry, possession and use provisions to be specifically enforceable.
ꢎꢏꢐꢑꢐꢑꢏꢑꢒꢋꢓꢋꢔꢕꢒꢔꢋꢖꢀꢋꢖꢗꢘ
Date: _________________________ SELLER:

By:

Skydive Elsinore LLC
ꢙꢁꢅꢍꢋꢚꢊꢍꢍꢄꢛꢃꢄ ꢀꢁꢂꢁꢃꢄꢅ
ꢎꢏꢐꢑꢐꢑꢏꢑꢒꢋꢓꢋꢔꢕꢔꢔꢋꢖꢀꢋꢖꢗꢘ
Date: _________________________ SELLER:

By:

S LLC
ꢆꢇꢈꢉꢊꢁꢋꢌꢁꢍꢍ ꢀꢁꢂꢁꢃꢄꢅ

ꢀꢁꢂꢃꢄꢅꢆꢇꢈꢉꢇꢊꢋꢌꢁꢍꢋꢈꢎꢀꢏꢈꢐꢑꢒꢓꢀꢔꢓꢀꢕꢖꢗꢘꢙꢕꢚꢛꢉꢘꢕꢔꢚꢒꢙꢕꢑꢒꢒꢘꢓꢛꢒꢛꢘꢓꢔꢛ 17)
Agreement with SD Flags Banner and Signs for Graphics and Signs Citywide Approve and authorize the City Manager to execute the Contractor Services Agreement with SD Flags Banner and Signs in an amount not to exceed $30,000.00 for Graphics and Signs Citywide in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $3,000.00 for unanticipated costs.

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Lake Elsinore City CouncilOctober 22, 2024

Lake Elsinore City Council
October 22, 2024