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the City with an application for the California Natural Resources Agency (CNRA) Urban Greening Grant Program by providing a letter indicating they were a “willing seller” of the property.

The CNRA Urban Greening Grant Program focuses on reducing greenhouse gas emissions while enhancing underserved communities. The Sun City Greenspace project meets these criteria based on population served and existing community access to greenspace. Being a community comprised primarily of retirement-aged residents; Sun City is generally considered to be low- income and/or underserved. Sun City also lacks community access to open greenspace due to the prevalence of easier-to-maintain drought tolerant landscaping located throughout the area and lack of a City-maintained public park.

CNRA Grant Funding Available for Acquisition
In March 2023, the City was notified by CNRA that its grant application for land acquisition of the

1.94-acre lot portion, was approved for funding in the total amount of $524,700. The CNRA grant funds cover purchase of the property at the appraised value of $446,500 as well as costs related to the acquisition such as appraisal, title, escrow, insurance, state appraisal review, direct costs, and contingency. A funding match from the City is not required under this grant program. A description of the current grant budget is provided in Table 1.

TABLE 1: CNRA GRANT BUDGET
Item Description Grant
Costs
City
Costs Total
Fair Market Value of Property $446,500 $446,500
Preliminary Title Reports, Appraisals $5,000 $5,000
Escrow Fees, Title Insurance, Closing Costs $20,000 $20,000 Direct Costs (Staff and Consultants) $10,000 $10,000
Contingency $38,200 $38,200
State approval of appraisal/transaction $10,000 $10,000 Funding Acknowledgment Sign $500 $500
Totals $524,700 $5,500 $530,200
Acceptance of the CNRA grant award in the amount of $524,700, along with the associated Budget Amendment Resolution (BAR) for related costs, was approved by City Council on June 21, 2023. As such, an updated BAR is not required as part of the recommended action.

Upon approval of this purchase agreement, a reimbursable retention of 5% of the purchase price (totaling $26,566.15) would be paid by the City to escrow as part of the closing process required by the grant. This retention amount, along with any other qualified grant-related expenses, will be submitted to CNRA for reimbursement prior to the end of the grant term. Staff will request a budget modification to the grant as needed to ensure that all available grant funds have been expended.

Faith Lutheran Covenants, Conditions, Restrictions (CC&R) and Easement Agreement Following notification of the grant award, Community Services negotiated with Faith Lutheran Church on various terms including a lot line adjustment to divide the existing parcel, church parking lot access, purchase agreement terms, and responsibilities of each party. After a thorough Item Title: 10.6
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negotiation process, both parties have agreed to the terms of the purchase agreement as well as the accompanying CC&R and Easement Agreement.

Key highlights of the CC&R are as follows:
Access & Parking: Park visitors will use street parking; only emergency and maintenance access is allowed through the church lot.
Design & Use Restrictions: The park is intended for passive use—no restrooms, sports fields, or playgrounds; features like open fencing and limited hardscape support safety and visibility.
Landscaping & Maintenance: The City will remove select trees and maintain the park to City standards, including security.
Long-Term Use & Coordination: The site is deed-restricted as parkland, with mutual notice required for any future work impacting either property.

In compliance with CNRA grant requirements, both the purchase agreement and property appraisal have been reviewed and approved by the California Department of General Services (DGS). Escrow services will be facilitated by Palm Tree Escrow, Inc. and closing process supported by Dokken Engineering.

Sun City Greenspace Development of Public Amenities (1.94 Acres) Funding for design and construction of parkland within the Sun City area was approved under the Fiscal Year (FY) 2023-24 Capital Improvement Program (CIP) under project number CIP 24-11.

Community Services awarded a contract for design services to BMLA, authorized through the City’s short-list master agreement on September 6, 2023. BMLA has since completed an extensive community outreach effort and complete project design.

On March 4, 2024, a community meeting was held at the Faith Lutheran Church which welcomed approximately 100 attendees primarily comprised of senior residents from the surrounding community. Based on public feedback, and stipulations of the grant award, the 1.94-acres would be constructed as a passive green space focused on serving the unique needs of senior residents with age-appropriate amenities. The space would be an ideal destination for short-term group activities such as exercise classes or short walks along a variety of trails and gardens.

Some unique features of this green space would include:
Age-appropriate workout stations
Rose garden
Habitat gardens
Shaded picnic area/gathering space
Art exhibition area
Hedge buffer at the property line as separation for surrounding homes With the design phase nearing its completion, the initial engineer estimates project approximately $1.5 million would be required to complete the construction of this project. As such, additional funding would be necessary to fully implement the approved design. A resolution for Community Services staff to apply to the Land and Water Conservation Fund (LWCF) 2025 grant cycle in the amount of $750,000 was approved at the July 16, 2025 Council Meeting. The LWCF supports Item Title: 10.6
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the acquisition, or development, of parks and open space, with an emphasis on supporting underserved or park-deficient communities.

The list of awarded projects is scheduled to be announced in January 2026. If awarded, the LWCF grant program would require a 50% local match, bringing the total available construction budget to $1,500,000. The City’s match would be funded through CIP 24-11. If the grant application is unsuccessful, staff would work with BMLA to produce a phased design approach. Additional funds for construction may be available in the existing Quimby Local Park fund balance following approval of City Council. A copy of the Sun City Greenspace design has been attached to this report for review.

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure

FISCAL IMPACT
The property acquisition is fully funded through a $524,700 grant from the California Natural Resources Agency, with no City match required. As part of the grant requirements, the City will deposit a 5% retention ($26,566.15) into escrow at closing. This amount will be paid to the seller as part of the total purchase price and later reimbursed to the City by CNRA upon successful completion of the grant close-out process. Expenses for the $26,566.15 and $4,627.15 closing costs will be funded by available budget within Account 4320-PWD-CIPC-906-17002-690010.

The remainder of the acquisition costs will be directly paid with the State moving the funds to the escrow account. All related acquisition costs were previously approved by City Council on June 21, 2023; therefore, no new Budget Amendment Resolution is needed.

Design and construction are currently funded under CIP 24-11, with $600,000 in existing allocations. To support full build-out, staff has submitted a $750,000 grant application to the Land and Water Conservation Fund, which requires a 50% local match. If awarded, this match would be covered through CIP 24-11 funds and supplemented by the Quimby Local Park fund balance, if needed.

Future maintenance of the Sun City Greenspace will be incorporated into the General Fund operating budget in upcoming fiscal years.

ATTACHMENTS

1. Purchase and Sale Agreement

2. Covenants, Conditions, Restrictions and Easement Agreement

3. Conceptual Park Design
Item Title: 10.6
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ( “Agreement”) is entered into as of ____________ (“Effective Date ”), by and between CITY OF MENIFEE, a California municipal corporation (“Buyer”), and FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA a California nonprofit religious corporation (“Seller”), with reference to the Recitals set forth below. This Agreement shall also constitute the joint escrow instructions of Buyer and Seller to PALM TREE ESCROW, INC., a _____________________, Attention: Monica Carnathan (“Escrow Holder”).

Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. Seller desires to sell the Property (as defined below) to Buyer, and Buyer desires to purchase the Property from Seller upon the terms and conditions set forth in this Agreement.

B. The Property (as defined below) consists of approximately 1.94 acres of land located in the City of Menifee (“City”), County of Riverside (“County”) in the State of California and is designated to be a park.

C. The Property is designated to be an approximately 84,500 square foot park.

F. The Parties desire to enter into this Agreement to document the purchase and sale of the Property between Seller and Buyer on all of the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings set forth here, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:

AGREEMENT

1. Purchase and Sale of Property. Seller hereby exclusively agrees to sell, grant , and convey to Buyer, and Buyer hereby agrees to purchase from Seller, conditioned upon an approved division of Seller ’s property, the cost of which shall be paid in full by the City, the hereinafter collectively described Property:

1.1 Real Property. That certain land located in the City of Menifee, County of Riverside, State of California, and more particularly described on Exhibit “A” attached hereto and made a part hereof (the “Property”), together with any and all easements, rights-of-way, privileges, rights and appurtenances, improvements, appertaining or belonging to the Property , including, without limitation, any and all streets and roads (whether opened or proposed) abutting the Property, riparian rights, water or water rights and stock evidencing any such water rights, and/or oil, gas or other minerals laying under the Property (collectively, the “Real Property”); Item Title: 10.6
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1.2 Intangible Property. To the extent applicable or in existence, All of Seller’s right, title and interest in, to and arising out of, the Real Property and/or development entitlements related to the Real Property, including, but not limited to, all rights and obligations under Conditions, Covenants & Restrictions, applications, reports, studies, permits, licenses, plans, maps, site plans, drawings, specifications, surveys, consultant work product, warranties, guaranties, agreements, contracts, development agr eements, subdivision improvement agreements, utility rights, development rights, approvals, entitlements, indemnities, claims, actions or defenses, prepaid development fees, credits, rights of reimbursement, governmental permits, certifications, licenses, variances, specific plan amendments, general plan amendments, maps, negative declarations, environmental impact reports, CEQA findings and determinations, will serve letters and all similar rights related to the Real Property, whether granted by government al or quasi -governmental authorities or private persons or entities (collectively, the “ Intangible Property”).

1.3 Purchase Price.

1.3.1 The total purchase price (the “Purchase Price”) is FOUR HUNDRED AND FORTY-SIX THOUSAND, FIVE HUNDRED DOLLARS ($446,500). The Purchase Price shall be fixed and based upon a final appraisal conducted by Buyer. The Purchase Price is payable by wire transfer of immediately available funds in U.S. dollars via the federal bank wire transfer system delivered no later than 12:00 p.m. Pacific Standard Time on the Closing Date (as defined in Section 8 below) to Escrow Holder.

1.3.2 Within three (3) Business Days after the Agreement Date, Buyer shall deposit into escrow with the Escrow Holder the sum of Ten Thousand and No/100 Dollars ($10,000.00) as the earnest money deposit (the “Deposit”). The Escrow Holder shall deposit the Deposit into an interest -bearing account. All interest earned on such funds shall be added to the original principal amount of the Deposit and be considered part of the same. The Deposit shall be refundable to Buyer prior to the end of the Due Diligence Period (defined herein) and nonrefundable upon the conclusion of the Due Diligence Period. Upon the Close of Escrow, the Deposit shall be credited toward the Purchase Price and paid to the Seller as part of the Purchase Price. Should Escrow fail to close after the Due Diligence Period because of an uncured default or breach of this Agreement by Seller, because of Seller’s termination of its obligation to sell the Property pursuant to this Agreement, or because of an event of Force Majeure (defined herein) that prevents the Parties from performance indefinitely, the Deposit shall be forfeited by Seller and shall be returned to Buyer upon the cancelation of Escrow in accordance with this Agreement. If Escrow fails to close aft er the Due Diligence Period because of an uncured default or breach of this Agreement by Buyer, the Deposit shall be disbursed to Seller, and Buyer shall have forfeited any right under this Agreement to a return of the Deposit, upon the cancelation of Escr ow in accordance with this Agreement; in explanation of the preceding sentence, it is the expressed intent and agreement of the Parties that the payment and disbursement of the Deposit to Seller shall be Seller’s exclusive remedy in monetary damages available against Buyer for any uncured default or breach of this Agreement.

1.3.3 For purposes of this Agreement, “Force Majeure” means any accident, casualty, act of God, war or civil commotion, strike or labor troubles, earthquake, floods, invasion, insurrection, riot, mob violence, sabotage, terrorism (or threat thereof), quarantine, Item Title: 10.6
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mandatory business closures, failure of transportation, strikes, lockouts, requisition, laws, orders of government or civil or military or naval authorities, or any cause whatsoever beyond the reasonable control of the Parties , including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, a widespread epidemic or pandemic, or a public health emergency.

2. Title.

2.1 Title Review. Prior to the Effective Date, Buyer has reviewed and approved title to the Real Property as set forth in the Title Proforma in Exhibit “F” attached hereto (“Title Proforma”).

2.2 Additional Exceptions. In the event any supplement to or update from the Escrow Holder that would disclose additional title exceptions to the Title Performa , Buyer shall have an additional ten (10) day period following Buyer’s receipt of such supplement or update to approve or disapprove such item in its sole and absolute discretion. Any disapproval will be subject to the same notice/response provisions and right to a refund of the Deposit.

3. Due Diligence Investigations.

3.1 For purposes of this Agreement, the “Due Diligence Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. PST on the date that is thirty (30) days after the Effective Date

3.2 Delivery of Due Diligence Materials. Within five (5) days of the Effective Date or as otherwise provided below, if not previously delivered to Buyer by Seller, Seller shall deliver to Buyer , to the extent such exists or is actually known by Seller to exist, copies of all documents, reports, agreements, or other items in its possession or control relating to the Property, including without limitation the following (collectively, the “Due Diligence Materials” attached as Exhibit “B”):
(a) Environmental Reports. To the extent such exists or is actually known by Seller to exist, all environmental reports (including any Phase 1 or Phase 2 report), soils reports, engineering data, and other information and data in the possession of Seller pertaining to the environmental condition of the Property (or any portion thereof). (b) Rental and Service Agreements : To the extent such exists or is actually known by Seller to exist (i) All current licenses, rental agreements, leases, subleases, rights of first refusal, and other agreements pertaining to the right of use, possession and/or occupancy of the Property (or any portion thereof) by any person or entity, if any (collectively referred to herein as the “Leases”); and (ii) All service contracts, property management contracts, property maintenance contracts, and other agreements pertaining to the maintenance or operation of the Property (or any portion thereof) by any person, if any (collectively referred to herein as the “Property Maintenance Contracts”).
(c) Tenant Estoppel Certificates: If there are any Leases for the Property , then by the end of the Due Diligence Period, Seller shall deliver to Buyer tenant estoppel certificates in a form approved by the Buyer in its reasonable discretion (“ Tenant Estoppel Certificate”) for all Item Title: 10.6
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Leases required to be delivered pursuant to Section 5.3(b) above, completed by Seller or Seller’s agent, and signed by all tenants and subtenants, acknowledging among other items set forth in the Tenant Estoppel Certificate: (i) that tenants’ or subtenan ts’ rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. (d) Surveys, Plans and Engineering Documents: To the extent such exists or is actually known by Seller to exist, copies, if any, of surveys, plans, specifications, and engineering documents, in Seller’s possession or control.
(e) Permits: If in Seller’s possession, copies of all permits and approvals concerning the Property, obtained from any governmental entity, including, but not limited to, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property.
(f) Violation Notices: Any notic e of violations of any la w f iled or issued against the Property and known to Seller.
(g) Litigation Documents. Seller’s Litigation Documents as provided for in Section 3.4 of this Agreement.
(h) Miscellaneous Items: Any of the following, if actually known to Seller: (i) Any unsatisfied mechanic’s or materialman’s lien(s) affecting the Property; (ii) Any notice or notices relating to bankruptcy or receivership that touch and concern Seller or the Property; and (iii) any other documents that Buyer may reasonably request based on mutual agreement of the Parties that said documents are material to the Buyer’s review and inspection of the Property.

3.3 Inspection of Real Property. Buyer and its representatives, agents, engineers, consultants, contractors, and designees shall have the right at Buyer’s sole cost and expense to exercise the Right of Entry for, among other inspections consistent with this Agreement, the inspection of the site, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of toxic substances, hazardous materials or wastes, if any, and, at Buyer’s sole and absolute discretion, determining whether the Property is acceptable to Buyer, including to confirm availability and suitability of utilities to the Property and to verify zoning and intended uses of the Property.

3.4 Litigation Documents . Within five (5) days of the Effective Date, if not previously delivered to Buyer by Selle r, to the extent such exists or is actually known to exist, Seller shall deliver to Buyer’s designated legal counsel any and all documents and materials that are not protected by any applicable privilege that relate to pending or threatened litigation, or litigation that was pending or threatened within the last eighteen (18) months involving the Property (or any portion thereof) and/or Seller’s ownership thereof, including but not limited to correspondence that is not privileged, complaints, court orders, settlements, and judgments (the “Seller’s Litigation Documents”). Seller shall have the obligation until the Close of Escrow to have the Property free and clear, unencumbered, or otherwise subject to any matter that would subject the Property to litigation and thereby fall within Seller’s Litigation Documents. In the event that Seller becomes aware of any Seller’s Litigation Documents, Buyer shall complete or cause to be Item Title: 10.6
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completed the review of said litigation documents no later than the expiration of the Due Diligence Period, and Buyer shall have the right to terminate the Escrow and this Agreement if after review of the Seller’s Litigation Documents the Buyer determines, in its sole and absolute discretion, that Buyer cannot or should not be obligated to assume a risk of litigation that may currently be or was pending or threatened against Seller or the Property (or any portion thereof). For any Seller’s Litigation Documents delivered to Buyer no later than ten (10) days prior to the expiration of the Due Diligence Period, Buyer’s failure to deliver to Seller written notice of its approval or disapproval on or before the expiration of the Due Diligence Period shall be conclusively deemed Buyer’s approval of the assumption of the risk of litigation as evidenced by the Seller’s Litigation Documents. For any Seller’s Litigation Documents delivered to Buyer within ten (10) days prior to the expiration of the Due Diligence Period or after the end of the Due Diligence Period, Buyer shall have the right to cancel the escrow after the conclusion of the Due Diligence Period until the anticipated Closing (as defined in Section 8 below) Date; provided, however, that if Buyer, in its sole and absolute discretion, instructs the Escrow Holder to proceed to close the Escrow, notwithstanding the Seller’s Litigation Documents delivered to Seller within ten (10) days of the end of the Due Diligence Period or after the end of the Due Diligence Period, then Buyers shall be deemed to have approved the assumption of the risk of litigation as evidenced by said Seller’s Litigation Documents.

3.5 Buyer’s Disapproval During Due Diligence; Right to Termination. Buyer shall notify Seller and Escrow Holder in writing (“ Buyer’s Due Diligence Notice” ) on or before the expiration of the Due Diligence Period of Buyer’s approval or disapproval of the Due Diligence Materials, the condition of the Property (or any portion thereof), and Buyer’s investigations with respect thereto. Except as otherwise provided in this Agreement, Buyer’s disapproval of any of the Due Diligence Materials shall constitute Buyer’s election to terminate this Agreement and cancel the Escrow. Buyer’s failure to deliver Buyer’s Due Diligence Notice before the expiration of the Due Diligence Period shall be deemed Buyer’s approval thereof . If Buyer does elect to terminate under this Section, Escrow shall refund to Buyer the Earnest Money Deposit, together with interest earned thereon within five (5) business days of receipt of Buyer ’s termination notice without the necessity of further instructions from Seller and this Agreement shall terminate , and Escrow Holder shall cancel the Escrow and return any and all documents and materials received by Escrow Holder to the Party that had submitted said documents and materials . If no election to terminate the Escrow is made by Buyer by the end of the Due Diligence Period, Buyer’s due diligence investigations will be deemed complete , and the Escrow Holder may proceed to Closing of the Escrow

3.6 Buyer Due Diligence Review . Prior to the Effective Date, Buyer acknowledges that Seller has delivered or made available to Buyer the documents described in Exhibit “B” and that Buyer has performed its physical due diligence review of the Real Property and approved Due Diligence Materials).

4. Conditions Precedent . The following shall be the conditions precedent to the Parties’ obligations to consummate the purchase and sale transaction contemplated herein:

4.1 Conditions to Buyer ’s Obligations . Buyer’s obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for Item Title: 10.6
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herein, are subject to the satisfaction of each of the following conditions, each of which is for the sole benefit of Buyer and may only be waived by Buyer in writing:

4.1.1 City Council Approval Delegated to City Manager or Their Designee. The City Council’s formal vote regarding the purchase of the Property is not required as the City Council has approved the purchase and development of the Property and the City Manager or their designee are authorized to complete all documentations required for the purchase of the Property.

4.1.2 California Natural Resource Agency Approval. Approval by the California Natural Resources Agency and disbursement of grant funds allocated for the purchase of the Property pursuant to this Agreement.

4.1.3 Owner’s Policy. Escrow Holder shall be irrevocably committed to issue, at the Closing a title policy in the form of the Title Proforma, including a mechanic’s lien endorsement (the “Owner’s Policy ”). Seller shall be under no obligation to sign an indemnity request by a title company as a condition to this Sale.

4.1.4 Due Performance. Seller shall not be in default under this Agreement, and shall have duly performed each and every covenant, undertaking and agreement to be performed by Seller prior to the Close of Escrow hereunder.

4.1.5 Seller’s Representations and Warranties . Each representation and warranty made in this Agreement by Seller shall be true and correct , to the best of Sellers actual knowledge, at the time as of which the same is made and as of the Close of Escrow.

4.1.6 No Pending Action. There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, a gainst the Seller that would materially and adversely affect the Seller’s ability to unconditionally perform its obligations under this Agreement.

4.1.7 Non-Foreign Affidavit. Seller shall submit to Escrow Holder a Non-Foreign Affidavit, attached as Exhibit “G” indicating that Seller is not a foreign entity.

4.1.8 Escrow Holder Receipt of Instruments. Escrow Holder holds all instruments, including the fully executed and acknowledged Grant Deed, and has all funds required for the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement

4.2 Buyer’s Waiver of Conditions. Buyer may at any time or times on or before the Close of Escrow, in its sole and absolute discretion, waive any of the conditions precedent to Buyer’s obligations under Section 4.1 or otherwise and consummate the sale, but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller. In the event any of the conditions precedent for the benefit of Buyer that are contained in this Agreement are not completely fulfilled and satisfied, then in addition to any other rights or remedies Buyer may have, Buyer may terminate its obligation to purchase the Property, and (a) the Deposit and all accrued interest thereon shall immediately be returned to Buyer by Escrow Holder without the Item Title: 10.6
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necessity of any further instructions from the Parties (excluding the Independent Consideration), less any amounts due to Escrow Holder from Buyer pursuant to this Agreement, (b) Buyer ’s obligation to purchase, and Seller’s obligation to sell, the Property shall terminate, and (c) neither Party shall have any further obligation to the other except as otherwise provided in this Agreement.

4.3 Conditions to Seller ’s Obligations . Seller’s obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction, in Seller ’s sole and absolute discretion, of each of the following conditions, each of which is for the sole benefit of Seller and may be waived by Seller in writing:

4.3.1 Buyer’s Deposit. Buyer shall Deposit Purchase Price to Escrow Holder as outlined in this Agreement.

4.3.2 Due Performance. Buyer shall not be in default under this Agreement and shall have duly performed each and every covenant, undertaking and agreement to be performed by Buyer prior to the Close of Escrow hereunder.

4.4 Notice and Cure. Notwithstanding anything contained in this Agreement to the contrary, if a Party is in breach under this Agreement (“Defaulting Party”) the other Party (“Non-defaulting Party”) shall deliver written notice to the Defaulting Party of such breach, and (a) the Defaulting Party shall have until 5:00 p.m. Californi a time on the date that is ten (10) business days after the Defaulting Party’ s receipt of such written notice to cure the breach, and (b) the Defaulting Party shall not be in default under this Agreement if the Defaulting Party cures such breach on or prior to 5:00 p.m. California time on the date that is ten (10) business days after the Defaulting Party’s receipt of such written notice.

5. Seller’s Representations, Warranties, and Covenants.

5.1 Representations, Warranties, and Covenants of Seller. Seller hereby makes the following representations, warranties, and covenants to Buyer (which Buyer is relying upon), which representations are true in all respects as of the Effective Date and shall remain true in all respects as of the Closing.

5.1.1 Due Authorization. The execution, delivery and performance of this Agreement by Seller have been duly authorized by the requisite action on the part of Seller, and no other authorization or consent is required therefor. No approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in connection with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid, and binding obligation of Seller, and is enforceable in accordance with its terms against Seller.

5.1.2 Litigation. There is no adverse claim, litigation or administrative proceeding or investigation pending or, to Seller’s actual knowledge, threatened, that does or will affect the Seller or the Property.

5.1.3 Violations of Law. To Seller’s actual knowledge, the operation, use, development, and ownership of the Property does not violate any ordinance, rule, law, Item Title: 10.6
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regulation, requirement, or order of any governmental or quasi -governmental authority or any agency, body, or subdivision thereof and no investigation has been commenced or is contemplated respecting such possible violation. No notices of any current violation of governmental regulations, ordinances, or laws relating to the Property have been received by Seller or, to Seller’s knowledge, entered against Seller, and, to Seller’s knowledge, no such violations exist.

5.1.4 Violation of Agreements. Neither this Agreement nor anything provided to be done hereunder, including but not limited to, the transfer, assignment, and sale of the Property, violates or shall violate any contract, agreement or instrument to which Seller is a party or that affects the Property or any part thereof.

5.1.5 Defaults. Seller is not in default under, nor has Seller received, any notice that any event has occurred which with the giving of notice or the passage of time, or both, would constitute a default under, any agreement, obligation, liability, covenant, condition, restriction, easement, or encumbrance pertaining to any of the Property.

5.1.6 Hazardous Materials . Neither Seller, nor to Seller’s actual knowledge, nor any other person, has ever caused or permitted any hazardous material regulated by any Federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material to be placed, held, located or disposed of on, under or at the Property, and to Seller’s knowledge, the Property has never been used (whether by Seller or by any other person) as a treatment, storage or disposal site (whether permanent or temporary) for any such hazardous material.

5.1.7 Bankruptcy. To Seller’s actual knowledge, no attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or threatened against Seller or concerning all or part of the Property, nor are any of such pro ceedings contemplated by Seller, nor has Seller ever been a debtor under any case commenced under the United States Bankruptcy Code.

5.1.8 Due Diligence Materials. To Seller’s actual knowledge, and to the extent any exist, the Due Diligence Materials delivered to or inspected by Buyer pursuant to the terms hereof are complete and true and correct copies of such documents or original counterparts thereof and Seller is aware of no material inaccuracy in or material misrepresentation of the matters contained therein.

5.1.9 Agreements Affecting the Real Property . To Seller’s actual knowledge, there are no commitments to or agreements with any federal, state or local governmental agencies, public utilities, predecessor owners, adjacent landowners or other parties affecting the Real Property, except as reflected in the Title Proforma or Due Diligence Materials, which would impose any improvement, financial or other, obligations on Buyer.

5.1.10 Pending Actions . To Sellers actual knowledge, t here are no pending or, to the best of Seller’s actual knowledge, threatened zoning changes or variances with respect to the Project; nor has anyone initiated any request or application for a zoning change or variance with respect to the Property. There are no pending or, to the best of Seller’s knowledge, Item Title: 10.6
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threatened changes in access to the Property. There are no pending or, to the best of Seller’s knowledge, threatened reassessments or special tax assessments against the Property.

5.2 Representative. The phrase “actual knowledge” as used in this Section 5 shall mean the present and conscious awareness of Mike McGavran without any investigation or duty of investigation. Seller’s knowledge does not include constructive knowledge, imputed knowledge, or knowledge Seller does not have but could have obtained through further investigation or inquiry. Seller hereby represents and warrants that Mike McGavran is the person with the most knowledge of the Property.

5.3 Operation of the Property Prior to Close of Escrow. From the Effective Date until the earlier of the Closing or the termination by Buyer or Seller of its obligation to complete the transfer of the Property, Seller covenants and agrees to all of the following:

5.3.1 Operations. Seller shall (A) maintain property and liability insurance related to the Property at the level and with the insurance companies that Seller currently maintains, and (B) comply with all federal, state, local and other laws, ordinances, rules, regulations and orders affecting or governing the use, occupancy, ownership or maintenance of the Property and promptly furnish Buyer with copies of any and all written notices or communications that it receives from any person, governmental or quasi -governmental entities regarding any violation by Seller of any such laws. Seller shall not (except as otherwise specifically permitted or required pursuant to this Agreement, or as otherwise agreed or permitted by Buyer in writing in Buyer’s sole and absolute discretion) do any of the following: (i) grant, create , allow, cause or consent to the creation of any easement, right-of-way, encumbrance, lien, restriction, or assessment on title that affects the Property, (ii) amend, extend or otherwise modify the terms of any existing lease, easement, right -of-way, encumbrance, lien, restriction or assessment that affects the Property, (iii) sell, transfer or otherwise convey or terminate, amend or otherwise modify any Intangible Property, (iv) enter into any further or amend any existing agreements, contracts or leases with respect to the Property, (v) default under any contract, agreement, lease or obligation with respect to the Property and shall promptly furnish Buyer with copies of any and all written notices or communications that it receives from any tenants, lenders or governmental or quasi - governmental entities regarding any claim of violation or default by Seller with respect to the use, occupancy, ownership or physical condition of the Property, or (vi) not cause, consent to or allow any material adverse change to the physical condition of the Real Property.

5.4 Additional Disclosures. Seller shall promptly advise Buyer in writing of any material adverse change in the condition of any of the Property, the occurrence of any event or the discovery of any fact which would render any representation or warranty of Seller to Buyer in this Agreement untrue or materially misleading, and any written notice or other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement.

5.5 Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to Buyer.

Item Title: 10.6
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5.6 In addition to any other indemnification obligations set forth in this Agreement, Seller agrees, to the extent of percentage of Sellers fault, to indemnify, protect and hold harmless Buyer, its officers, employees and agents from and against all claims, damages, costs, liabilities and expenses of any kind whatsoever paid, incurred or suffered by or asserted against the Property, or any indemnified party directly or indirectly arising from or attributable to any breach by Seller of any of its warr anties or representations set forth in this Agreement. This provision shall survive Close of Escrow or any termination of this Agreement.

5.7 Survival of Representations , Warranties, and Covenants . The express representations, warranties, and covenants made in this Agreement shall survive the Close of Escrow and shall not merge into any instrument or conveyance delivered at the Close of Escrow.

5.7.1 Remedies and Cure Rights . Seller shall give Buyer immediate written notice of any representations, warranties, or covenants of Seller that become untrue during the term of this Agreement. In the event that, prior to the Closing, Buyer has actual knowledge of any breach by Seller of any representation or warranty under this Agreement (which representation Seller has not intentionally caused to become untrue and was true when made on the Effe ctive Date), then (a) prior to the Closing, Buyer shall have no right or remedy against Seller for such breach of which Buyer has actual knowledge, unless such inaccuracy or breach is material, continues to exist on the Closing Date, in which case Buyer may elect (as its sole right and remedy) not to consummate the Closing and, instead, elect to terminate this Agreement in which case the Deposit shall be immediately returned to Buyer by Escrow Holder without the need for any additional instructions from the parties or extend the Closing Date for up to thirty (30) days to allow Seller to cure such breach; and (b) if, notwithstanding Buyer having actual knowledge of such breach prior to Closing Date, the Closing occurs then, after such Closing, Buyer shall have no right or remedy against Seller on account of such breach. In the event that Buyer elects to terminate this Agreement pursuant to the preceding sentence, Buyer shall be required to first deliver a written notice to Seller which shall set forth the nature of the breach. Notwithstanding the foregoing or anything herein t o the contrary, in the event that Seller intentionally causes a representation to become untrue and/or a Seller representation was untrue when made on the Effective Date, Buyer shall have all rights and remedies available at law or in equity as a result of such breach, including without limitation the right to an immediate return of its Deposit without the need for any additional instructions from the parties

6. Seller’s Closing Deliveries . Not less than three (3) business days prior to the Closing Date, Seller shall deliver or cause to be delivered to Escrow Holder the following items:

6.1 One (1) fully executed and acknowledged grant deed conveying the Real Property in the form attached hereto as Exhibit “C” (“Grant Deed”) with all documentary transfer tax information to be inserted on the Grant Deed by Escrow Holder;

6.2 A Certificate of Non-Foreign Status duly executed by Seller certifying that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, together with the equiva lent California form (Form 593) confirming that Seller is not subject to withholding of any portion of the Purchase Price by Buyer pursuant to the California Revenue & Taxation Code (collectively, the “Non-Foreign Affidavits”); Item Title: 10.6
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6.3 One (1) fully executed original of an assignment agreement (the “Assignment”) conveying to Buyer t he Intangible Property in the form attached hereto as Exhibit “D”.

6.4 One (1) fully executed original of a bill of sale (the “ Bill of Sale ”) in the form attached hereto as Exhibit “E”;

6.5 An owner ’s affidav it, in favor of the Escrow Holder , and any other document, instrument or agreement necessary to consummate the transactions contemplated herein reasonably requested by Buyer or Escrow Holder.

6.6 All other funds, items, and instruments required from Seller, Escrow Holder, or Title Company (executed and acknowledged where appropriate) as may be reasonably necessary, and agreed to by Seller, in order for the Escrow Holder to comply with the provisions of this Agreement and consummate the transaction.

6.7 All applicable state and federal tax documents as required by law.

7. Buyer’s Closing Deliveries . On or before the Closing Date in order to effectuate the Closing on the Closing Date, Buyer shall deliver to Escrow Holder the following items:

7.1 The balance of the Purchase Price.

7.2 Certificate of Acceptance in substantially the same form as attached to the Grant Deed.

7.3 Any other documents, instruments, or agreements necessary to consummate the transactions contemplated herein reasonably requested by Seller or Escrow Holder.

8. Escrow and Closing.

8.1 Escrow Instructions . When this Agreement or counterparts hereof shall have been executed by Seller and Buyer and delivered to Escrow Holder, it shall constitute Escrow Holder’s escrow instructions. Any standard form escrow instructions submitted by Escrow Holder or any other clarification or addition to the instructions contained herein shall, when executed by Buyer and Seller, constitute additional escrow instructions. In the event of any conflict between such additional instructions and this Agreement, the terms of this Agreement shall prevail.

8.2 Closing. The “Close of Escrow” or “Closing” means the date on which the Grant Deed conveying title to the Property to Buyer is recorded. The Close of Escrow shall occur on the date that is forty-five (45) days after Final Completion (“Closing Date”). Notwithstanding anything contained in this Agreement to the contrary, Buyer shall have the right, at any time and in its sole and absolute dis cretion, to designate a Closing Date earlier than the Closing Date otherwise described in this Section 8.2 by giving Seller and Escrow Holder written notice of Buyer’s earlier-designated Closing Date at least ten (10) days in advance of such earlier-designated Closing Date (“Early Closing Notice”). Buyer shall also have the right, in its sole and absolute discretion to revoke an Early Closing Notice by giving Seller written notice within five (5) days of delivery of the Early Closing Notice.

Item Title: 10.6
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8.3 Close of Escrow . Provided that Escrow Holder shall not have received written notice in a timely manner from Buyer or Seller of the failure of any condition to the Close of Escrow or of the termination of this Agreement, and if and when Buyer and Seller have deposited into Escrow the funds and documents required by this Agreement, and Escrow Holder is irrevocably committed to issue the Owner ’s Policy concurrently with the Close of Escrow, Escrow Holder shall:

8.3.1 Record Documents. Cause the Grant Deed to be recorded in the Official Records of the County in which the Property is located;

8.3.2 Deliver to Buyer. Immediately upon the recording of the Grant Deed, deliver to Buyer: (i) a conformed copy of the Grant Deed; (ii) the Non-Foreign Affidavits; (iii) a fully executed original of the Assignment; (iv) a fully executed original of the Bill of Sale; (v) any funds deposited by Buyer, and any interest earned thereon, in excess of the amount required to be paid by Buyer hereunder; and (vi) the Owner’s Policy issued by Escrow Holder.

8.3.3 Deliver to Seller. Immediately upon the recording of the Grant Deed, deliver to Seller the balance of the Purchase Price, after satisfying the closing costs, prorations and adjustments to be paid by Sell er, upon Seller ’s approval, pursuant to this Agreement.

9. Closing Costs. Buyer shall pay all Escrow Holder’s escrow fee, any charges for extended title coverage and any additional title endorsements requested by Buyer , all of the city, county and/or other documentary transfer stamps, taxes and/or fees; and all other closing costs and charges, including for all of Escrow Holder ’s charges for endorsements to the Owner ’s Policy required to cure Title Objections that Seller has agreed to cure pursuant to Section 3 hereof and Escrow Holder’s charges for the Owner’s Policy including a mechanic’s lien endorsement . The foregoing provisions of this Section 9 notwithstanding, should the obligations of Buyer to purchase, and Seller to sell, the Property be terminated in accordance with this Agreement, Buyer and Seller shall each pay one -half (1/2) of the cost of the escrow cancellation fees and other amounts due Escrow Holder and the Escrow Holder; provided, however, that should this Escrow be terminated as a result of the default by one of the Parties hereto, the defaulting Party shall pay the entire amount of the cancellation fees and other amounts due Escrow Holder and the Escrow Holder, and the non-defaulting Party shall have no liability therefor. Buyer and Seller shall each pay their own attorneys’ fees in connection with the preparation and negotiation of this Agreement and in connection with the consummation of the transactions contemplated hereby.

10. Prorations. All non-delinquent taxes and assessments applicable to the Property, including, without limitation, all property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the actual number of days of the month that have elapsed as of the Close of Escrow and based upon a three hundred sixty- five (365) day year. Taxes before and after Closing shall be paid by Buyer.

11. Further Assurances. Seller will, whenever and as often as it shall be requested by Buyer, and Buyer will, whenever and as often as it shall be requested by Seller to do any and all acts and to execute, acknowledge and deliver any and all documents as so reasonably requested in order to carry out the intent and purpose of this Agreement, including without limitation, execution Item Title: 10.6
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of any easement agreements with adjacent real property owners reasonably necessary for the Project.

12. Buyer Default; Liquidated Damages . If the sale of the Property fails to close as a result of a default by Buyer, Seller’s sole remedy at law and in equity shall be to declare a default, terminate the Agreement by delivery of written notice to Buyer, and retain the Deposit and all interest earned thereon pursuant to this Agreement as liquidated damages.

BUYER RECOGNIZES THAT SELLER’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT.

WITH THE FLUCTUATION IN LAND VAL UES, THE UNPREDICTABLE STATE OF

THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING

MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER

FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF

THE PROPERTY, IT IS REALIZED BY THE PARTIES THAT IT IS EXTREMELY

DIFFICULT AND IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF

CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY

SELLER IN THE EVENT BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING

UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES SELLER

WOULD SUFFER IN SUCH EVENT, HAVE DETERMINED THAT THE AMOUNT OF

THE EARNEST MONEY DEPOSIT SHALL BE DISBURSED TO SELLER BY ESCROW

HOLDER AND SHALL BE DEEMED FULLY EARNED AS LIQUIDATED DAMAGES, AND THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BY INITIALING

BELOW, THE PARTIES AGREE TO THE PROVISIONS OF THIS SECTION AND

ACKNOWLEDGE THAT SUCH REMEDY OF SELLER AS SET FORTH HEREIN

SHALL BE THE EXCLUSIVE REMEDY OF SELLER, AT LAW AND IN EQUITY, BY

REASON OF SUCH DEFAULT OF BUYER, EXCEPT ANY RIGHTS OF SELLER THAT

BY THEIR TERMS SPECIFICALLY SURVIVE THE TERMINATION OF THIS

AGREEMENT, AND EXCEPT FOR ALL RIGHTS AND REMEDIES WHICH SELLER

MAY HAVE AT LAW OR EQUITY OR UNDER THIS AGREEMENT IN CONNECTION WITH SELLER’S ENFORCEMENT OF THIS SECTION 11.2 INCLUDING, WITHOUT LIMITATION, SELLER’S RIGHT TO RECOVER ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION THEREWITH.

Initials:

Seller Buyer

13. Risk of Physical Loss. Buyer shall be obligated to acquire the Property pursuant to this Agreement, notwithstanding that the Property is damaged by fire or other casualty prior to the Closing Date, provided that (i) the Property can be repaired for less than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), (ii) the cost to repair such damage is covered by insurance maintained by or for Seller, (iii) Seller transfers and assigns to Buyer all insurance proceeds and all rights to receive insurance proceeds by reason of such damage, and (iv) Seller credits to the account of Buyer in Escrow the amount of any deductible under Seller’s insurance.

Any such casualty is hereinafter referred to as a “non -material insured casualty.” In the event of any such non-material insured casualty, the Closing shall be postponed for a reasonable period of Item Title: 10.6
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time, not to exceed thirty (30) days to determine the cost to repair such damage. In the event of (a) the inability of Seller and Buyer to agree upon the cost to repair a non- material insured casualty by the date that is thirty (30) days after the scheduled Closing Date or (b) a casualty damage to the Property other than a non-material insured casualty, Buyer may, at its option, either terminate this Agreement by giving written notice of such termination to Seller within ten (10) days of the lapse of the aforementioned thirty (30) day period or of Buyer’s receipt of written notice of such casualty from Seller (which notice must include Seller’s certification as to whether or not Seller’s insurance plus Seller’s deductible will be sufficient to cover the cost to repair such casualty), as applicable, or elect to proceed with its purchase of the Property, in which event Seller shall transfer and assign to Buyer all insurance proceeds and all rights to receive insurance proceeds by reason of such damage and shall credit Buyer’s account in Escrow the amount of any deductible under Seller’s insurance. If the right to receive any such insurance proceeds to be assigned to Buyer is not assignable by Seller to Buyer, Buyer may nevertheless elect to close the Escrow, in which event Seller shall credit to Buyer at the Close of Escrow the amount of insurance S eller is entitled to receive following the Close of Escrow. If Buyer proceeds or is obliged to proceed with Closing following any casualty, Buyer shall be obligated to promptly repair the damage, and following the completion of the repair and the payment of all costs incurred thereby (including lost rent and other income), Buyer shall pay to Seller any insurance proceeds assigned to Buyer (or any amount credited to Buyer) to the extent the same exceeds the final cost of the repair. In the event that Buyer has the right and elects to terminate this Agreement, this Agreement and the Escrow established hereunder shall terminate and Escrow Holder shall immediately return the Deposit to Buyer, after which the parties shall have no further obligations to each other (except for those obligations of Buyer hereunder which survive termination).

14. Notices. Any notice, request, demand, instruction, or other document (each of which is herein called a “Notice”) to be given hereunder to any Party shall be in writing and shall be delivered to the person at the appropriate address set forth below by personal service (including express or courier service), by electronic communication, or by certified mail, postage prepaid, return receipt requested, as follows:

If to Seller, to:

Faith Lutheran Church of Sun City, California
28200 Portsmouth Dr.

Menifee, CA 92586
Attention: Michael McGavran
Email: [email protected]
Telephone: 949-500-7986
With a copy to:

Diane Swarts
[email protected]
949-500-7986
If to Buyer, to: City of Menifee
29844 Haun Rd
Menifee, CA 92586
Attention: Community Services Director
Telephone: 951-723-3880
E-Mail: [email protected]
Item Title: 10.6
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With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Menifee, CA 92612
Attention: Jeffrey T. Melching, Esq.

Telephone: (714) 641-3422
E-mail: [email protected]
If to Escrow
Holder, to:
__________________________
__________________________
Palm Tree Escrow, Inc.

Attention: Monica Carnathan
Telephone: 951-698-7902
E-Mail: [email protected]
A copy of any Notice given by Buyer or Seller to the other prior to the Close of Escrow shall also be given to Escrow Holder as above provided. Notices so submitted shall be deemed to have been given (i) on the date personally served, if by personal service, (ii) on the date of confirmed dispatch, if by electronic communication, (iii) the next day if delivered by overnight delivery via Federal Express or another reputable overnight delivery service ; or (iv) forty-eight (48) hours after the deposit of same i n any United States Post Office mailbox in the state to which the Notice is addressed, or seventy -two (72) hours after deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written Notice of change is received, the last address and addr essee stated by written Notice, or provided herein if no such written Notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. Buyer and Seller hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by Buyer’s or Seller’s counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.

15. Condemnation. In the event that, prior to the Close of Escrow, any governmental entity (other than the City of Menifee) shall commence an y proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, this Agreement shall terminate, and Buyer’s Deposit shall be returned.

16. Miscellaneous Provisions.

16.1 No Waiver. The waiver by one Party of the performance of any covenant, condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise hereunder. The waiver by either or both Parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or identical act required to be performed at a later time. The exercise of any remedy provided by law and the provisions of this Agreeme nt for any remedy shall not exclude other consistent remedies unless they are expressly excluded.

Item Title: 10.6
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16.2 Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party hereto, has reviewed and revised this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation or construction of this Agreement. This document shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within the State of California.

16.3 Merger/Integration. The Parties intend this paragraph to be a conclusive recital of fact pursuant to Section 622 of the California Evidence Code. This Agreement and the Exhibits attached hereto supersede any prior agreement, oral or written, and contain the entire agreement between the Parties on the subject matter hereof. This Agreement (including the Exhibits attached hereto) is intended to be a final expression of the agreement of the Parties and is an integrated agreement within the meaning of Section 1 856 of the California Code of Civil Procedure. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party shall be of any effect unless it is in writing and executed by the Party to be bound thereby. There are no contemporaneous separate written or oral agreements between the Parties in any way related to the subject matter of this Agreement.

16.4 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled, or terminated, except by written instrument signed by the Parties hereto.

16.5 Counterparts. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart. The Parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement except to the extent such was not accurate (digital fraud). At the request of either party, the Parties will confirm signatures by signing and delivering an original document.

16.6 Survival. All covenants and agreements made herein shall survive the execution and delivery of this Agreement, the Close of Escrow, the recording of the Grant Deed conveying the Property to Buyer and all deliveries contemplated herein.

16.7 Computation of Periods. All periods of time referred to in this Agreement shall inc lude all Saturdays, Sundays and State or Federal holidays, unless the period of time specifies “business days,” in which case such period of time shall exclude Saturdays, Sundays and State and Federal holidays; provided that if the date or last date to perform any act or give any Item Title: 10.6
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notice with respect to this Agreement shall fall on a Saturday, Sunday or State or Federal holiday, such act or notice may be timely performed or given on the next succeeding day that is not a Saturday, Sunday or State or Federal holiday. For purposes of this Agreement, the phrase “ State and Federal holiday” shall refer to any day in which the Escrow Holder, Escrow Holder and/or the Office of the County Recorder for the County of Riverside is/are closed for business.

16.8 Exclusive Agreement . Notwithstanding the Covenants, Conditions, and Restrictions entered into by the Seller and buyer, this Agreement is an exclusive arrangement between the Parties and, after execution, neither Seller nor its agents, affiliates, or employees shall negotiate or otherwise deal in the sale of the Property with anyone other than Buyer until this Agreement is terminated in accordance with its terms.

16.9 No Obligation to Third Parties . Except as expressly set forth in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the Parties hereto, to any person or entity other than each other.

16.10 Legal Fees. If either Buyer or Seller brings any action or suit against the other for any matter relating to or arising out of this Agreement, then the prevailing party in such action or dispute, whether by final judgment or settlement, shall be entitled to recover from the other party all costs and expenses of suit, including actual attorneys’ fees and expert witness fees.

Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expe nses of suit, including actual attorneys ’ fees incurred in enforcing, perfecting and executing such judgment.

16.11 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16.12 Venue and Choice of Law. This Agreement shall be interpreted pursuant to the laws of the State of Calif ornia. This agreement was made and entered into in the County of Riverside.
[Signature page follows.]
Item Title: 10.6
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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative

BUYER:

CITY OF MENIFEE,
a California municipal corporation

By:

Name: Armando Villa
Title: City Manager

Attest:

By: ________________________
City Clerk

Approved as to form:

By:_________________________
City Attorney
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 22

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August 6, 2025
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CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement, (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended, and (iv) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this consent or otherwise, unless and until said Agreement, fully signed by the Parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is delivered to the undersigned.

Dated: ______________

By:

Name:

Title:

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 23

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August 6, 2025
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EXHIBIT “A”
-1-
EXHIBIT “A” TO AGREEMENT

LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the City of Menifee, County of Riverside , State of California, more particularly described as:

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 24

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August 6, 2025
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EXHIBIT “A”
-2-

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 25

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August 6, 2025
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EXHIBIT “A”
-3-

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 26

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August 6, 2025
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2731/031858-2007
21286942.2 a07/11/25
EXHIBIT “B”
-1-
EXHIBIT “B” TO AGREEMENT

DUE DILIGENCE MATERIALS
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 27

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August 6, 2025
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21286942.2 a07/11/25
EXHIBIT “C”
-1-
EXHIBIT “C” TO AGREEMENT

GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Menifee

Attention:

AND MAIL TAX STATEMENTS TO:

Same as above.

(Space Above Line For Recorder’s Use Only)
DOCUMENTARY TRANSFER TAX IS $ _________________________ …..Computed on the consideration or value of property conveyed, OR …..Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax – Firm Name

GRANT DEED

FOR VALUE RECEIVED, FAITH LUTHERAN CHURCH OF SUN CITY,
CALIFORNIA a California nonprofit religious corporation (“Grantor”), hereby grants to CITY OF MENIFEE, a California municipal corporation (“Grantee”), all that certain real property situated in the City of Menifee, County of Riverside, State of California, described on Exhibit “A” attached hereto (the “Property”), together with (a) all improvements owned by Grantor and located on the Property and all fixtures contained in any such improvements, and (b) any and all easements, rights-of-way, privileges, rights and appurtenances benefiting, appertaining or belonging to the Property, including, without limitation, any and all streets and roads (whether opened or proposed) abutting the Property, riparian rights, water or water rights and stock evidencing any such water rights, and/or oil, gas or other minerals laying under the Property. [Signature page follows.]
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 28

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August 6, 2025
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2731/031858-2007
21286942.2 a07/11/25
EXHIBIT “C”
-2-
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ______________, 2025 but to be effective upon recordation.

GRANTOR:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 29

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August 6, 2025
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EXHIBIT “C”
-3-
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 30

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August 6, 2025
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EXHIBIT “C”
-4-
Exhibit “A” to Grant Deed
Description of Property

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 31

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August 6, 2025
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21286942.2 a07/11/25
EXHIBIT “C”
-5-
Exhibit “A” to Grant Deed

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 32

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August 6, 2025
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EXHIBIT “C”
-6-
Exhibit “A” to Grant Deed

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 33

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August 6, 2025
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EXHIBIT “C”
-7-

Exhibit “B” to Grant Deed

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 34

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August 6, 2025
Page
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2731/031858-2007
21286942.2 a07/11/25
EXHIBIT “C”
-8-
Exhibit “B” to Grant Deed
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 35

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August 6, 2025
Page
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2731/031858-2007
21286942.2 a07/11/25
EXHIBIT “D”
-1-
EXHIBIT “D” TO AGREEMENT

GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT ( “Agreement”) is entered into as of this _____ day of ______________, 2025, by FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA, a California nonprofit religious corporation (“Assignor”), in favor of CITY OF MENIFEE, a California municipal corporation ( “Assignee”), in connection with that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between Assignor as the “Seller” and Assignee as the “Buyer” dated as of _____________ ___, 2025, as the same has been or may be amended (the “ Purchase Agreement”) pursuant to which Assignor agreed to sell to Assignee the “Property” described therein. All terms with initial capital letters shall have the meaning ascribed thereto in the Purchase Agreement except as otherwise defined herein.

NOW, THEREFORE, in consideration of the covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Assignment. Assignor hereby unconditionally assigns and transfers to Assignee all of Assignor’s right, title and interest in, to and arising out of the Property and/or development entitlements related to the Property (including any pending applications), including, but not limited to, all reports, studies, permits, licenses, rights of way, plans, maps, site plans, drawings, specifications, surveys, consultant work product, warranties, guaranties, agreements, c ontracts, development agreements, subdivision improvement agreements, utility rights, development rights, approvals, entitlements, indemnities, claims, actions or defenses, prepaid development fees, credits, rights of reimbursement, governmental permits, certifications, licenses, variances, specific plan amendments, variances, site plans, general plan amendments, maps, negative declarations, environmental impact reports, CEQA findings and determinations, will serve letters and all similar rights related to the Property, whether granted by governmental or quasi-governmental authorities or private persons or entities and all Due Diligence Materials (as defined in the Purchase Agreement).

2. Further Assurances . Assignor shall execute and deliver to the Assignee any additional instrument or other document that Assignee reasonably requests to evidence the assignment of the assigned rights hereunder promptly upon request. Assignor shall cooperate and assist Assignee in obtaining any consents required to effectuate this Agreement. [Signature page follows.]
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 36

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August 6, 2025
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EXHIBIT “D”
-2-
IN WITNESS WHEREOF, the Assignor has executed this Agreement as of the year and date first above written.

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA,
a California nonprofit religious corporation
By:

Name: Mike McGavran
Title: Authorized Representative
By:

Name: Diane Swarts
Title: Authorized Representative
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 37

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August 6, 2025
Page
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EXHIBIT “E” TO AGREEMENT

BILL OF SALE
THIS BILL OF SALE ( “Bill of Sale ”) is made as of _____________________, 20__, (“Effective Date ”), by FAITH LUTHERAN CHURCH OF SUN CITY, CALIFORNIA, a California nonprofit religious corporation (“Seller”), in favor of CITY OF MENIFEE, a California municipal corporation, (“Buyer”), with reference to the following facts:

WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions, dated as of August ___, 2025, by and between Seller and Buyer, as the same has been or may be amended (the “Purchase Agreement”), respecting the sale of certain Property, which includes any personal property. All capitalized terms used herein, unless indicated to the contrary, have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, Seller hereby grants, sells, transfers, assigns, conveys and delivers to Buyer any personal property benefitting, appertaining, or belonging to the Property.

Seller shall, upon request by Buyer, execute and deliver to Buyer such additional documents as Buyer may reasonably request in order to assign and transfer fully to and vest in Buyer all rights, title or interest in and to any personal property, or to enable Buyer to realize upon or otherwise enjoy such rights and property.

This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Buyer and Seller.IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the Effective Date of this Bill of Sale.

SELLER:

FAITH LUTHERAN CHURCH OF SUN CITY,

CALIFORNIA,
a California nonprofit religious corporation
By:

Name:

Title:

By:

Name:

Title:

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 38

Menifee Mayor and City Council
August 6, 2025
Page
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EXHIBIT “F” TO AGREEMENT

TITLE PROFORMA
[PROVIDED BY THE TITLE COMPANY]

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 39

Menifee Mayor and City Council
August 6, 2025
Page
184 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

This is a ProForma Policy, which provides no insurance coverage, furnished to or on behalf of the proposed insured. This ProForma does not reflect the present status or condition of title and is not a commitment to insure the estate or interest or to provide any affirmative coverage shown herein. Any commitment must be an expressly written undertaking issued on the appropriate forms of the Company. This ProForma Policy solely indicates the form and content of the Policy which the Company may issue if all necessary documents are furnished, all acts are performed, and all requirements set forth in the title commitment covering this property (or that may be required by underwriting) are met to the satisfaction of the Company CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

ISSUED BY

STEWART TITLE GUARANTY COMPANY
This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation (the “Company”), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. The Title being vested other than as stated in Schedule A.

2.Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from:
a. a defect in the Title caused by:
i. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; v. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law;
vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law.

Authorized Countersignature
Stewart Title of California, Inc.
11870 Pierce Street, Ste 100
Riverside, CA 92505
Agent ID: 05020A
For coverage information or assistance resolving a complaint, call (800) 729-1902 or visit www.stewart.com. To make a claim, furnish written notice in accordance with Section 3 of the Conditions.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 40

Menifee Mayor and City Council
August 6, 2025
Page
185 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

b. the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. c. the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been disclosed by an accurate and complete land title survey of the Land.

3.Unmarketable Title.

4.No right of access to and from the Land.

5.A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to:
a. the occupancy, use, or enjoyment of the Land;
b. the character, dimensions, or location of an improvement on the Land; c. the subdivision of the Land; or
d. environmental remediation or protection on the Land.

6.An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice.

7.An exercise of the power of eminent domain, but only to the extent:
a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge.

8.An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice.

9.The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy:
a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a:
i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors’ rights law; or
ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors’ rights law by reason of the failure:
i. to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or
ii. of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records.

DEFENSE OF COVERED CLAIMS
The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1.a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2.Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 41

Menifee Mayor and City Council
August 6, 2025
Page
186 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

3.Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4.Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5.Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6.Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7.Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

CONDITIONS

1.DEFINITION OF TERMS
In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires:
a. “Affiliate”: An Entity:
i. that is wholly owned by the Insured;
ii. that wholly owns the Insured; or
iii. if that Entity and the Insured are both wholly owned by the same person or entity. b. “Amount of Insurance”: The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. c. “Date of Policy”: The Date of Policy stated in Schedule A. d. “Discriminatory Covenant”: Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e. “Enforcement Notice”: A document recorded in the Public Records that describes any part of the Land and:
i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation;
ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or
iii. asserts a right to enforce a PACA-PSA Trust.
f. “Entity”: A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located.
g. “Insured”:
i. (a). The Insured named in Item 1 of Schedule A;
(b). the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;
(c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization;
(d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 42

Menifee Mayor and City Council
August 6, 2025
Page
187 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

(e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is:
(1). an Affiliate;
(2). a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured;
(3). a spouse who receives the Title because of a dissolution of marriage; (4). a transferee by a transfer effective on the death of an Insured as authorized by law; or (5). another Insured named in Item 1 of Schedule A.
ii. The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured.
h. “Insured Claimant”: An Insured claiming loss or damage arising under this policy. i. “Knowledge” or “Known”: Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j. “Land”: The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term “Land” does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. k. “Mortgage”: A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law.
l. “PACA-PSA Trust”: A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law.
m. “Public Records”: The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term “Public Records” does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters.
n. “State”: The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term “State” also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. o. “Title”: The estate or interest in the Land identified in Item 2 of Schedule A. p. “Unmarketable Title”: The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2.CONTINUATION OF COVERAGE
This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured:
a. retains an estate or interest in the Land;
b. owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or c. has liability for warranties given by the Insured in any transfer or conveyance of the Insured’s Title.

Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured.

3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured must notify the Company promptly in writing if the Insured has Knowledge of:
a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title as Unmarketable Title.

If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under this policy is reduced to the extent of the prejudice.

4.PROOF OF LOSS
The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage.

5.DEFENSE AND PROSECUTION OF ACTIONS
a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 43

Menifee Mayor and City Council
August 6, 2025
Page
188 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company’s exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently.
c. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6.DUTY OF INSURED CLAIMANT TO COOPERATE
a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose.

When requested by the Company, the Insured, at the Company’s expense, must give the Company all reasonable aid in:
i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured.

If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company’s liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim.

7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options:
a.To Pay or Tender Payment of the Amount of Insurance
To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option provided for in Condition 7.a., the Company’s liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. b.To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either option provided for in Condition 7.b., the Company’s liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation.

8.CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title.
a. The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of:
i. the Amount of Insurance; or
ii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy.
b. Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 44

Menifee Mayor and City Council
August 6, 2025
Page
189 of 308

© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. c. If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii.
d. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured:
i. the Amount of Insurance will be increased by 15%; and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition

8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii.
e. In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys’ fees, and expenses incurred in accordance with Conditions 5 and 7.

9.LIMITATION OF LIABILITY
a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner:
i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land; or iii. cures the claim of Unmarketable Title,
all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company’s consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title.
c. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d. The Company is not liable for the content of the Transaction Identification Data, if any.

10.REDUCTION OR TERMINATION OF INSURANCE
All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, reduce the Amount of Insurance by the amount of the payment.

11.LIABILITY NONCUMULATIVE
The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy.

12.PAYMENT OF LOSS
When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within 30 days.

13.COMPANY’S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.
b. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. c. The Company’s subrogation right includes the Insured’s rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights.

14. POLICY ENTIRE CONTRACT
a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not:
i. modify any prior endorsement,
ii. extend the Date of Policy,
iii. insure against loss or damage exceeding the Amount of Insurance, or Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 45

Menifee Mayor and City Council
August 6, 2025
Page
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© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

iv. increase the Amount of Insurance.

15.SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect.

16.CHOICE OF LAW AND CHOICE OF FORUM
a.Choice of Law
The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located.

The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law.
b.Choice of Forum
Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction.

17.NOTICES
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Stewart Title Guaranty Company; Attention: Claims Department, P. O. Box 2029, Houston, Texas 77252- 2029.

18.CLASS ACTION

ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER

MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM

OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

19.ARBITRATION
a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is $2,000,000 or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than $2,000,000, any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“ALTA Rules”). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). The AAA Rules are available online at www.adr.org. b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS

PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance.
c.If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 19.
d. The Company will pay all AAA filing, administration, and arbitrator fees of the consumer when the arbitration seeks relief of $100,000 or less. Other fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties.

The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 46

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE A

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.:

Issuing Agent: Stewart Title of California, Inc.

Issuing Office: 11870 Pierce Street, Ste 100, Riverside, CA 92505 Issuing Office’s ALTA® Registry ID:

Issuing Office File Number: 2615760
Property Address: 28200 Portsmouth Drive, Menifee, CA 92586 Name and Address of Title Insurance Company Stewart Title Guaranty Company P.O. Box 2029
Houston, TX 77252-2029
Policy No.: ProForma File No.: 2615760
Amount of Insurance: $446,500.00 Premium: $1,325.00
Date of Policy:

1.The Insured is:

City of Menifee, a California municipal corporation

2.The estate or interest in the Land insured by this policy is:

Fee

3.The Title is vested in:

City of Menifee, a California municipal corporation

4.The Land is described as follows:

See Exhibit “A” Attached Hereto
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 47

Menifee Mayor and City Council
August 6, 2025
Page
192 of 308

CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

File No.: 2615760 Policy No.: Proforma
The land referred to herein is situated in the State of California, County of Riverside, City of Menifee and described as follows:

Being a portion of Lot 176 of Tract No. 3424, as shown by Map recorded in Book 55, Page 52 through 57, inclusive, in the City of Menifee, County of Riverside, State of California, lying with Section 29, Township 5 South, Range 3 West, San Bernardino Base and Meridian, being more particularly described as follows:

Beginning at the northwesterly corner of said Lot 176 as shown on said Map; Thence easterly along the northerly line of said Lot 176, South 87°45'45" East, a distance of 81.04 feet; Thence continuing easterly along said northerly line of said Lot 176 the following seven (7) courses:

1. South 78°32'56" East, a distance of 75.87 feet;

2. South 69°29'01" East, a distance of 75.87 feet;

3. South 60°25'04" East, a distance of 75.87 feet;

4. South 52°47'51" East, a distance of 80.19 feet;

5. South 55°26'34" East, a distance of 88.68 feet;

6. South 60°02'32" East, a distance of 88.68 feet;

7. South 64°38'30'' East, a distance of 88.68 feet to the most easterly line of said Lot 176; Thence South 23°03'31" West, a distance of 48.45 feet to the southerly line of said Lot 176; Thence South 64°01'33" West along said southerly line, a distance of 270.87 feet to the beginning of a non-tangent curve concave southerly with a Radius of 598.42 feet and a radial bearing of North 10°01'00" East; Thence northwesterly leaving said southerly line along said curve through a central angle of 02°59'02'' an arc distance of

31.16 feet to the beginning of a reverse curve concave easterly with a Radius of 3.45 feet and a radial bearing of South 13°00'01" west;
Thence northerly along said curve through a central angle of 151°03'38", an arc distance of 9.10 feet; Thence North 56°58'01'' East, a distance of 23.32 feet; Thence North 07°33'52'' West, a distance of 60.99 feet; Thence South 86°22'13" West, a distance of 6.27 feet to the beginning of a non-tangent curve concave northeasterly with a Radius of 12.90 feet and a radial bearing of South 14°52'09'' East; Thence westerly along said curve through a central angle of 95°53'38'', an arc distance of 21.59 feet; Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 48

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Thence North 08°03'10" West, a distance of 6.88 feet;
Thence North 03°46'55" West, a distance of 13.82 feet;
Thence North 06°31'12" West, a distance of 45.10 feet;
Thence North 24°11'05" West, a distance of 130.41 feet; Thence South 84°30'21'' West, a distance of 81.81 feet; Thence North 49°35'43" West, a distance of 48.15 feet;
Thence North 06°00'39'' West, a distance of 51.00 feet; Thence South 42°15'57" West, distance of 11.22 feet to the beginning of a non-tangent curve concave northerly with a Radius of 59.89 feet and a radial bearing of South 47°37'25" East; Thence westerly along said curve through a central angle of 08°01'14", an arc distance of 8.38 feet to the beginning of a compound curve concave northeasterly with a Radius of 1.54 feet and a radial bearing of South 31°55'57" East; Thence northwesterly along said curve through a central angle of 110°27'30", an arc distance of 2.97 feet; Thence North 14°04'41" West, a distance of 1.96 feet;
Thence North 07°54'06" West, a distance of 15.35 feet to the beginning of a non-tangent curve concave southwesterly with a Radius of 39.79 feet and a radial line bearing North 86°53'34" East; Thence along said curve through a central angle of 49°18'25", an arc distance of 34.24 feet to the beginning of a compound curve concave southwesterly with a Radius of 68.75 feet and a radial bearing of North 37°35'09" East; Thence northwesterly along said curve through a central angle of 22°13'50", an arc distance of 26.67 feet; Thence North 74°38'41'' West, a distance of 10.80 feet to the beginning of a tangent curve concave northeasterly with a Radius of 47.94 feet;
Thence westerly along said curve through a central angle of 20°17'50'', an arc distance of 16.98 feet; Thence South 83°38'19" West, a distance of 11.97 feet to the beginning of a non-tangent curve concave easterly with a Radius of 3083.92 feet and a radial bearing of North 86°08'47" East, said point also being a point on the easterly right of way line of Portsmouth Drive;
Thence northerly along said easterly right of way line and said curve through a central angle of 00°26'58", an arc distance of 24.19 feet to the point of beginning.

Excepting therefrom, an undivided 52% interest in the oil and mineral rights, in, on and under the property without any right of ingress or egress or to enter upon the surface for the purpose of taking or mining any of such reserved oil or Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 49

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22) EXHIBIT “A”

LEGAL DESCRIPTION

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

minerals, as reserved by George D. Newport and Dorothea K. Newport, husband and wife, in deed recorded November 29, 1957 in Book 2185, Page 189 of Official Records.

APN: 339-072-013
(End of Legal Description)
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 50

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

File No.: 2615760 Policy No.: Proforma

EXCEPTIONS FROM COVERAGE
Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

PART I

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

PART II
Taxes:

A. Intentionally deleted.

B. Intentionally deleted.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 51

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

C. Intentionally deleted.

D. Intentionally deleted.

Exceptions:

1. Intentionally deleted.

2. Intentionally deleted.

3. Intentionally deleted.

4. Intentionally deleted.

5. Intentionally deleted.

6. Intentionally deleted.

7. Intentionally deleted.

8. Intentionally deleted.

9. Easement and rights incidental thereto for construction, repair, replacement, and removal of electric lines and telephone lines and cables and from time to time in the future require upon and by means of one line of poles on and along such of the right of ways herein granted, with supporting structures, crossarms, wires, guys, anchors, fixtures and appurtenances to California Electric Power Company, as set forth in a document recorded June 21, 1950, in Book 1183 Page 37, of Official Records.

10. A reservation of an undivided 52% interest in all oil and mineral rights, by George D. Newport and Dorothea K.

Newport, husband and wife in deed recorded November 29, 1957 in Book 2185, Page 189, of Official Records.

Stewart Title Guaranty Company and its issuing agent make no representation as to the present ownership of any such interests. There may be leases, grants, assignments, exceptions, or reservations of interests that are not listed.

11. Easement and rights incidental thereto for overhead electric and telephone lines, or underground conduits and lines, or both overhead and underground lines and conduits, with supporting poles, crossarms, wires, guys, anchors, conduits, cables, boxes to California Electric Power Company, a corporation and California Water & Telephone Company, a corporation, as set forth in a document recorded August 9, 1963, as Instrument No. 83962 in Book 3461 Page 532, of Official Records.

12. Matters as shown on the Tract Map No. 3424 filed in Book 55, Page(s) 52 through 57, of Maps together with any provisions and recitals contained therein.

13. Covenants, conditions, restrictions, easements, matters, charges and assessments as set forth in a document, recorded February 16, 1966 as Instrument No. 17658, of Official Records.

Said covenants, conditions and restrictions have been modified by a document, recorded March 11, 1997 as Instrument No. 80348, of Official Records.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 52

Menifee Mayor and City Council
August 6, 2025
Page
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CLTA STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE (02-04-22)

SCHEDULE B

ISSUED BY

STEWART TITLE GUARANTY COMPANY
© 2021 California Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association..

File No: 2615760
CLTA Standard Coverage Owners Policy 02-04-2022
Policy Serial No.: Proforma

Annexation of the covenants, conditions and restrictions as disclosed by a document recorded October 14, 1997, as Instrument No. 372156, of Official Records.

Annexation of the covenants, conditions and restrictions as disclosed by a document recorded September 15, 1998, as Instrument No. 391619, and re-recorded on November 16, 1998, as Instrument No. 494348, both of Official Records.

Said covenants, conditions and restrictions have been modified by a document, recorded September 17, 2001, as Instrument No. 2001-448597, of Official Records.

14. Easement and rights incidental thereto for provision and delivery of water to Eastern Municipal Water District, a municipal corporation, as set forth in a document recorded May 2, 1966, as Instrument No. 45718, of Official Records.

15. Easement and rights incidental thereto for construct, use, maintain, alter, add to, repair, replace, reconstruct, inspect and/or remove at any time and from time to time, an electric system consisting of underground conduits, preformed cable in ducts, vaults, manholes, pull boxes, and including above-ground transformers, pedestals, markers, and concrete pads and other appurtenant fixtures or equipment, together with the wires, cables, switches and appurtenances to Southern California Edison Company, a corporation, and California Water & Telephone Company, a corporation, as set forth in a document recorded November 23, 1966, as Instrument No. 113720, of Official Records.

16. Intentionally deleted.

17. Easement and rights incidental thereto for underground electrical supply systems and communication systems, consisting of wires, underground conduits, cables, vaults, manholes, handholes, and including above-ground enclosures, markers, and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means to Southern California Edison Company, a corporation, as set forth in a document recorded May 27, 2015, as Instrument No. 2015-0219280, of Official Records.

18. Intentionally deleted.

19. Intentionally deleted.

20. Intentionally deleted.

21. Intentionally deleted.

End of Exceptions
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 53

Menifee Mayor and City Council
August 6, 2025
Page
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EXHIBIT “G” TO AGREEMENT

AFFIDAVIT OF NON-FOREIGN ENTITY
TO: CITY OF MENIFEE (“Buyer”)
The Internal Revenue Code of 1954 (“Code”) (26 U.S.C. Sections 1445, 7701) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

To inform the transferee that withholding of tax is not required upon transfer of that certain U.S. real property interest described on Exhibit “A” hereto, and incorporated herein by reference (“Property”), that the undersigned (“Seller”) hereby certifies the following:

1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and

2. The U.S. taxpayer identification number for Seller is _____________________; and

3. The address for mailing purposes of Seller is: __________________________________; and

4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller.

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 54

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August 6, 2025
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

_______________________
_______________________
_______________________
_______________________

(Space Above For Recorder's Use)

COVENANTS, CONDITIONS, RESTRICTIONS AND

EASEMENT AGREEMENT

THIS COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENT
AGREEMENT (this “Agreement”) is dated for reference purposes only as of [______________, 2025], by CITY OF MENIFEE, a California municipal corporation (“City”), and Faith Lutheran Church of Sun City, California, a California religious nonprofit corporation (“Faith Lutheran”).

R E C I T A L S
A. Faith Lutheran is the owner of certain real property situated in the City of Menifee, County of Riverside (the “County”), State of California, as more particularly described as; Lot 176 of Tract 3424, Filed with the Riverside County California Recorder on July 5, 1962.

B. The City seeks to purchase in fee the Park Site, as depicted in Exhibit “A,” subject to covenants and easements recorded against the Church Site, also depicted in Exhibit “A ,” (collectively referred to herein as the “Sites” and individually as a “Site”).

C. Faith Lutheran intends to sell or otherwise convey the Park Site as shown on Exhibit “A” to the City.

D. As a condition of acquisition of the Park Site, the City requires and Faith Lutheran desires to grant certain ingress, egress, maintenance, and emergency access easements over certain portions of the Church Site (collectively, the “Easement Areas”) for the benefit of and appurtenant to the Park Site (collectively, the “ Easements”), as further described in Section 1 of this Agreement, which shall constitute servitudes upon the Church Site in favor of the Park Site and the present and future record owners of fee simple title to the Church Site or any portion thereof, for the purpose of developing, improving, enhancing and protecting the value and desirability of the Park Site as public open space. The Easements and the covenants set forth in this Agreement shall run with the land and be binding upon each of the successors in interest to Faith Lutheran as the Owner of the Church Site and inure to the benefit of each of the successors in interest to the City as the Owner of the Park Site (each Faith Lutheran and the City an “Owner”; collectively, the “Owners”).

NOW, THEREFORE, incorporating the foregoing recitals, and for other fair and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Faith Lutheran hereby agrees and declares as follows:

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 55

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August 6, 2025
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1. Grant of Easement Over Faith Lutheran Site. Faith Lutheran hereby grants to the City, its representatives, agents, employees, and contractors, the following perpetual, mutual, non-exclusive Easements in, on, and over the Church Site for the benefit of and appurtenant to the Park Site, for the following purposes:
a. an easement (the “Maintenance and Emergency Access Easement”) in, on, over, under, across and through the Church Site for the purpose of maintaining the Park Site or any easements granted by Faith Lutheran to the City related to the Park Site or the Church Site as depicted on Exhibit “ A” attached hereto and incorporated herein by reference. The Church Site shall be open and available for access by emergency vehicles to the Park Site at all times.

2. Maintenance of Easement Areas and Related Improvements . Faith Lutheran shall, at its sole cost and expense, maintain all Easement Areas on the Church Site (or portions thereof) so as to keep the Easement Areas in good condition and repair pursuant to the terms of this Agreement and pursuant to all requirements of the applicable governing authorities.

3. City Covenants. The City hereby agrees to the following covenants, conditions and restrictions on the Park Site development and maintenance, to ensure the original intent of the Park Site is maintained for the benefit of both users of the Park Site and those with proper ty adjoining the Park Site.
a. Wrought iron or similar fencing along the property line separating the Sites which permits clear sight lines between the Sites.
b. No restroom facilities, other than water stations, fountains, or similar water features.
c. No playgrounds, related equipment, sports fields, or similar installations. d. No publicly accessible electrical outlets.
e. Limited hard surfaces to discourage skateboarding or similar activities. f. Seating areas designed to discourage illegal activities. g. City to remove existing cypress trees at southern end of the Park Site. h. City to remove existing trees on the eastern end of the Church Site. i. The Park Site will be maintained according to City standards. j. Security for the Park Site shall be provided in a manner consistent with City standards.
k. The Park Site shall be deed restricted to be parkland in perpetuity unless otherwise agreed to in writing by Faith Lutheran and the California Natural Resources Agency.

4. Performance of Work by the Owners . While on the Church Site, the City will comply with and cause all of its employees, consultants, contractors, agents, and representatives Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 56

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August 6, 2025
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to comply with all applicable laws and governmental regulations and the conditions of approval applicable to the Church Site. The City agrees to return areas used by them on the Park Site or Church Site, including for maintenance and construction, to the Park Site or Church Site’s original condition. Faith Lutheran hereby covenants not to unreasonably interfere with the business conducted on the Easements at any time during the City’s use of the Easements. The City hereby covenants not to unreasonably interfere with the business conducted on the Church Site at any time during Faith Lutheran’s use of the Church Site.

5. Retained Rights of Owners. Faith Lutheran shall retain all rights in the Church Site which are not inconsistent with the Easements granted herein, including, but not limited to: (a) the right to make any repairs, alterations , or improvements to the Easement Areas on the portion of the Church Site or any improvements thereon as Faith Lutheran reasonably deems appropriate from time to time that do not unreasonably interfere with the use of the Easement Areas as permitted pursuant to this Agreement; and (b) the right to alter the location of the Easement Areas on the Church Site as Faith Lutheran reasonably deems appropriate from time to time , provided such alterations do not materially and adversely affect the City’s rights to the Easements benefitting the Park Site. The City shall retain all rights in the Park Site which are not inconsistent with the Easements granted herein, including, but not limited to: (a) the right to make any repairs, alterations, or improvements to the Park Site or any improvements thereon as the City reasonably deems appropriate from time to time that do not unreasonably interfere with the use of the Easement Areas on the Church Site as permitted pursuant to this Agreement ; and (b) the right to alter the Park Site as the City reasonably deems appropriate from time to time , provided such alterations do not materially and adversely affect Faith Lutheran’s rights to the Church Site.

6. Insurance. During any period that the City or its employees, consultants, contractors, agents, licensees, invitees, or representatives enter upon the Easement Areas, the City, at its sole cost and expense, shall keep and maintain commercial general liability insurance protecting and indemnifying itself and Faith Lutheran against any and all claims for damages to persons or property or for loss of life or of property arising out of the use of the Easement Areas by the City and its employees, consultants, contractors, agents, licensees, invitees, or representatives such insurance to be in commercially reasonable amounts per occurrence and in no event less than $1,000,000 million per occurrence. Any insurance provided for in this Section shall be effected under standard form policies issued by insurers of recognized r esponsibility, authorized to do business in the State of California. The policy of insurance shall name the City as an insured, and shall name Faith Lutheran as an additional insured. Executed copies of such policies of insurance or certificates thereof shall be delivered to Faith Lutheran following the execution of this Agreement and thereafter at least thirty (30) days before the expiration of the term of each such policy. The City waives any rights it may have against Faith Lutheran on account of any loss or damage occasioned to the Church Site to the extent of the insurance coverage therefore, and the City , on behalf of its respective insurance companies insuring its property against any such loss , waives any right of subrogation that it may have against Faith Lutheran .

Nothing in this Section shall limit the liability of the City for any matter to the amount of any insurance coverage maintained or otherwise.

7. Indemnification. The City hereby agrees to indemnify, protect, save, defend, and hold Faith Lutheran harmless from any and all loss, damage, liability, claims, actions, procedures, cost, or expense, including court costs and reasonable attorneys’ fees, which Faith Lutheran may sustain, incur or become liable for, including loss of or damage to property or injury to or death of Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 57

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August 6, 2025
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persons and fines arising in any manner out of or in connection with the City ’s: (i) use of the Easements and the Easement Areas by the City, its employees, officers, agents, invitees, licensees, representatives, consultants, or contractors; (ii) the performance by the City of the terms, covenants, or conditions contained herein to be performed by the City ; or (iii) the negligence or willful misconduct of the City, its employees, officers, agents, invitees, licensees, representatives, consultants, or contractors in, on, or about the Easements and the Easement Areas.

8. Breach Shall Not Permit Termination; Self-Help. No breach of this Agreement shall entitle any Owner subject to this Agreement to cancel, rescind, or otherwise terminate this Agreement, but such limitation shall not affect in any manner any other rights or remedies which such Owner may have hereunder by reason of any breach of this Agreement. If any Owner breaches any of its obligations under this Agreement (the “Defaulting Owner”), any other Owner (the “Curing Owner”) shall have a right to any and all rights and remedies available at law or in equity other than the right to terminate this Agreement or the Easements granted herein, including without limitation, damages, injunctive relief, specific performance, or the right, but not the obligation, to cure such Defaulting Owner’s breach if upon at least thirty (30) days’ prior written notice, that if the nature of the breach is such that more than thirty (30) days are reasonably required for its cure, then the Defaulting Owner shall not be deemed to be in default if it commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion (except in the case of any dangerous condition or emergency, in which case no notice shall be required) to perform or cause to be performed such obligations on behalf and at the expense of such Defaulting Owner. In the event of a breach, the Curing Owner’s costs and expenses incurred with respect thereto shall, upon demand, be paid for by such Defa ulting Owner, together with an administrative fee of ten percent (10%) of such costs and expenses. The performance by the Curing Owner of any such obligation shall not constitute a release or waiver of any of the Defaulting Owner’s obligations under this Agreement or any of the Curing Owner’s other rights or remedies.

9. Late Payments. If all or any portion of any payment to be paid under this Agreement is not paid when due, the same shall be deemed delinquent, and, if not paid within thirty (30) days of receipt of a written notice of such delinquency, the amount thereof shall bear interest thereafter at the rate of ten percent (10%) per annum until paid.

10. Mortgage Protection. Any breach of any of said covenants or restrictions, however, shall not defeat or render invalid the lien of any mortgage or deed of trust (in each case, a “Mortgage”) made in good faith for value, but such covenants or restrictions shall be binding upon and effective against the owner of any of said property or any portion thereof whose title thereto is acquired by foreclosure, trustee sale, or otherwise.

11. Successors and Assigns; Covenants Running With the Land. The rights and obligations of the Owners hereunder shall constitute covenants, benefits, and burdens which run with the land, and which shall be binding upon, and inure to the benefit of, the successors and assigns of each Owner hereto as the owners of the Sites. Each Owner shall, from and after the transfer of all or a portion of the real property owned by that Owner, which is subject to the terms hereof, be released from all obligations hereunder which accrue with respect to the real property so transferred after the date of such transfer.
a. Should Faith Lutheran seek to sell the Church Site, prior to the close of escrow of the sale of the Church Site, Faith Lutheran shall provide the City with a notice Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 58

Menifee Mayor and City Council
August 6, 2025
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20052093.2 a10/23/24

signed by the third- party buyer indicating that the buyer is aware of this Agreement and that the rights and obligations hereunder run with the land. b. Should the City seek to sell the Park Site, prior to the close of escrow of the sale of the Park Site, the City shall provide Faith Lutheran with a notice signed by the third-party buyer indicating that the buyer is aware of this Agreement and that the rights and obligations hereunder run with the land.

12. Notices. Any notice permitted or required to be delivered as provided for herein shall be in writing and may be delivered either personally or by certified mail, return receipt requested. If delivery is made by certified or registered mail, it shall be deemed to have been delivered seventy-two (72) hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed to:

City of Menifee
Attn: Community Services Director
29844 Haun Road
City of Menifee, CA 92586

Faith Lutheran Church of Sun City, California
Attn: Congregational President
28200 Portsmouth Dr
Menifee, CA 92586

13. Modification. This Agreement contains the entire agreement between the parties and shall be amended, modified, or supplemented only by recording an instrument duly executed and acknowledged by all the Owners hereto and recorded in the Official Records of the County of Riverside, California. This Agreement may not be amended or terminated by the parties without the express written permission of both parties . This Agreement inures to the benefit of the City.

The City may, but is not obligated to enforce its provisions.

14. Further Instruments and Assurances. At any time requested by an Owner, and from time to time thereafter, the other Owner shall, without the need of further consideration, execute and deliver such instruments and documents and take such other actions as may be reasonably requested by such Owner to carry out the purpose and intent of this Agreement, provided that the other Owner shall not be required to incur any costs or expenses in connection with such cooperation.

15. Attorneys’ Fees. In the event that a dispute arises between the parties under this Agreement, the prevailing party in such dispute shall be entitled to recover from the other party its reasonable attorneys’ fees and out-of-pocket costs.

16. Severability. If any provision of this Agreement, or the application thereof to any party or to any person or circumstance, shall be held invalid, void, or illegal, the remaining provisions hereof and the application of such provisions nevertheless shall remain in full force and effect and shall not be affected thereby.

17. Integration; Governing Law. This Agreement shall be construed in accordance with its fair meaning and as if prepared by both Owners hereto. This Agreement shall be construed in accordance with the laws of the State of California. Venue shall be in the Superior Court of Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 59

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August 6, 2025
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California, County of Riverside. Titles and captions are for convenience only and shall not constitute a portion of this Agreement.

18. Counterparts; Exhibits . This Agreement may be executed in any number of counterparts which, when taken together, shall constitute a fully executed original. All exhibits attached hereto and referred to herein are expressly incorporated herein as though set forth at length.

19. Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party; (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement; and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties.
[Signature Page Follows]
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 60

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August 6, 2025
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I N WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

FAITH LUTHERAN CHURCH OF SUN CITY,
CALIFORNIA, a Religious Nonprofit
Corporation in the State of California
B
y: _______________________________
Name: Diane Swarts
Its: Congregational President
CITY O F M ENIFEE, a Municipal
Corporation in the State of California
By:
______________________________
Armando Villa, City Manager
ATTEST:
_________________________________
Stephanie Roseen, City Clerk, City of
Menifee
APPROVED AS TO FORM:
_________________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 61

Menifee Mayor and City Council
August 6, 2025
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On , before me, , Notary Public,
(here insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/th eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (seal)

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On , before me, , Notary Public,
(here insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (seal)
Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 62

Menifee Mayor and City Council
August 6, 2025
Page
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20052093.2 a10/23/24

Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 63

Menifee Mayor and City Council
August 6, 2025
Page
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681&,7<&5((.

CONCRETE WALKWAY (10’ WIDE)

DECOMPOSED GRANITE

WALKWAY WITH CONCRETE
MOW CURB (5’ WIDE)

DRY CREEK BED WITH ACCENT

BOULDERS

COMMUNITY ART EXHIBITION
AREA

GROUP FITNESS AREA WITH

SHADE TREES

BOOK/PUZZBLE LIBRARY

CENTRAL GATHERING SPACE

WITH SHADE STRUCTURE

FORMAL ROSE GARDEN

BIRD HOUSE DISTRICT

NATIONAL WILDLIFE

FEDERATION CERTIFIED

WILDLIFE HABITAT GARDEN

CACTI/SUCCULENT GARDEN

LANDSCAPE BUFFER WITH

DENSE HEDGE AT PROPERTY
LINE
NOTE: SOLAR POLE LIGHTING

TO BE PROVIDED ALONG

WALKWAYS PER CITY MUNICIPAL
CODE.

EXISTING TREES TO REMAIN, TYPICAL
1 2
3 4
5 6
7 8
9 LEGEND
1 2
3 4
5 6
7 8
9 2
10 11
12 4
12 12
12 11
10 310 North Joy Street I Corona, CA 92879
T: 951.737.1124 I F: 951.737.6551
www.bmla.net

PREPARED FOR THE CITY OF MENIFEE - COMMUNITY SERVICES DEPARTMENT 29995 EVANS ROAD MENIFEE, CALIFORNIA T: (909) 937-3270 APRIL 22 , 2024
2 Item Title: 10.6
Agreement with Faith Lutheran Church for the Purchase of Real Property for the Sun City Greenspace Project Item Page Number: 64

Menifee Mayor and City Council
August 6, 2025
Page
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CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with CO Brothers, LLC. for Construction Services for the Fire Station No.76 Living Area Improvements Project
MEETING DATE: August 6, 2025
TO: Mayor and City Council
PREPARED BY: Michael To, Project Manager
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Award bid and authorize the City Manager to execute a Contract Services Agreement with CO Brothers, LLC. for construction services for Fire Station No.76 Living Area Improvements Project, Capital Improvement Program (CIP) Project No. 24-05, located at 29950 Menifee Road, in a total amount not-to-exceed $434,625.

DISCUSSION
The Fire Station No.76 Living Area Improvements Project, CIP 24-05 (Project) is located north of Newport Road, on the east side of Menifee Road, south of Camino Cristal. As eastern areas of the City experience residential and commercial growth, the Project is necessary to support the staffing levels required to respond to the increased call volumes. The Project proposes to remodel and retrofit the existing living area and kitchen and construct two additional bedrooms in the dormitory area. The proposed improvements would enable the station to accommodate additional fire personnel, supporting the City’s Strategic Plan goal of maintaining a safe and vibrant community by enhancing response times and providing exceptional public safety.

On June 17, 2025, an electronic bid opening was held following the administration of a formal competitive bid process for construction services for the Project. The bid opening resulted in the receipt of eight bid submissions with several bids submitted in amounts lower than the engineer’s estimate, as summarized in Table 1 on the following page.

Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 1

Menifee Mayor and City Council
August 6, 2025
Page
210 of 308

City of Menifee Staff Report
CIP 24-05 Bid Award
August 6, 2025

2 8
2 1
TABLE 1 – BID RESULTS SUMMARY
Firm Name Total Base Bid
Amount
Lowest and
Responsible Bidder
Engineers Estimate $517,000.00
CO Brothers, LLC. $434,625.00 X
YMC $485,817.50
Harbor Coating & Restoration $496,545.00
Developers General Contracting, Inc. $546,055.00
LOENGREEN INC $589,900.00
Elegant Construction Inc $597,400.00
LM Rasmussen Construction Inc $649,095.00
Blackstone Builders Inc. $843,203.00
Staff reviewed the lowest bid and determined that CO Brothers, LLC. (Contractor) met the requirements for recommendation as the lowest responsive and responsible bidder. The total cost for construction services submitted by the Contractor is $434,625. Construction management and inspection services would be provided by City staff, and ancillary services, such as labor compliance and materials testing, would be procured separately.

The total estimated construction cost is $522,000, which would include construction services, ancillary services such as labor compliance and materials testing, as well as other unforeseen costs that may arise during construction.

If approved by the City Council, the tentative Project schedule would be as follows:

Projected Construction Start: September 2025
Projected Construction End: February 2026
City Council Acceptance: March 2026
The timeline above assumes no delays due to weather or unforeseen conditions.

The amount of the proposed agreement exceeds the City Manager’s signing authority. Pursuant to Resolution No. 24-1569 and Menifee Municipal Code §3.12.060, any contract amount that exceeds the City Manager’s signing authority shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed Contract with CO Brothers, LLC. is in a total amount not-to- exceed $434,625. The total anticipated fiscal impact for the construction phase of the Project is $522,000, which includes the cost of the Contract, ancillary services such as materials testing and labor compliance, as well as unforeseen costs that may arise during construction. Funding for the proposed Contract is available in the fiscal year 2025/2026 budget within the Capital Projects Fund (4320-PWD-CIPS-905-02521-690050), as summarized in Table 2 on the following page.

Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 2

Menifee Mayor and City Council
August 6, 2025
Page
211 of 308

City of Menifee Staff Report
CIP 24-05 Bid Award
August 6, 2025

2 8
2 1
TABLE 2 – PROJECT BUDGET
Fund Project String No. Available Budget Anticipated Cost DIF Citywide –
Fire Facilities CIP24-05.2521.CON.CAE $555,588 $434,625 No additional budget appropriation action is required.

ATTACHMENTS

1. Project Location Map

2. Agreement
Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 3

Menifee Mayor and City Council
August 6, 2025
Page
212 of 308

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Path: E:\Project_Specific_Maps\Engineering_PublicWorks\FireStation76_LivingAreaImprovements\FireStation76_LivingAreaImprovements.aprx Date: 10/5/2023 Fire Station No. 76 Living Area Improvements
(CIP 24-05)
Project Location Map
Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 4

Menifee Mayor and City Council
August 6, 2025
Page
213 of 308

2905/031858-0001
19201719.4 a02/20/25

CITY OF MENIFEE

CONTRACT SERVICES AGREEMENT
CIP 24-05 FIRE STATION NO. 76 LIVING AREA IMPROVEMENTS
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this _________ day of ___________, 2025 by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and CO BROTHERS, LLC, a Limited Liability Company (LLC) (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

City sought, by issuance of a Request for Proposals or Invitation for Bids, for the performance of the services defined and described particularly in this Agreement. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in this Agreement, was selected by City to perform those services. Pursuant to the City of Menifee’s Municipal Code, City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in this Agreement and desire that the terms of that performance be as particularly defined and described herein.

SECTION 1. SERVICES.

1.1 Scope of Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Services, attached hereto as Exhibit B, “Scope of Services” and incorporated herein by this reference (the “Services”).

Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. The Scope of Services incorporates Contractor’s scope of work or bid for the Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, this Agreement shall prevail. The Services may be further set forth in the Special Provisions incorporated into Exhibit A, if any (the “Special Provisions”). In the event of a conflict in or inconsistency between the terms of this Agreement and the Special Provisions, the Special Provisions shall prevail.

1.2 Term of Services. The term of this Agreement shall begin on August 6, 2025.

Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until final written approval and acceptance of the work performed under this Agreement by the Contract Administrator. The time provided to Contractor to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 5

Menifee Mayor and City Council
August 6, 2025
Page
214 of 308

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herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials, parts, and equipment furnished by the Contractor in the performance of the Services shall be new, high grade, and free from defects. Used or secondhand materials, parts, and equipment may be used only if so specified in the Special Provisions. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator. b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non- conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 6

Menifee Mayor and City Council
August 6, 2025
Page
215 of 308

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associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment
Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 7

Menifee Mayor and City Council
August 6, 2025
Page
216 of 308

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and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier, hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance. The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.4 Assignment of Personnel. Contractor shall assign only competent personnel to perform the Services. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services.

Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.5 Time. Time is of the essence in the performance of this Agreement.

Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder. Contractor 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 Scope of Services. When requested by Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Administrator.

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 8

Menifee Mayor and City Council
August 6, 2025
Page
217 of 308

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Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

1.7 Suspension of Services. The City Engineer of City (“Engineer”) shall have the authority to suspend the Services, wholly or in part, for such period as the Engineer may deem necessary, due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Services, or for such time as the Engineer may deem necessary due to the failure on the part of Contractor to carry out orders given or to perform any provisions of the Services. Contractor shall immediately comply with the written order of the Engineer to suspend the Services wholly or in part and shall not resume the Services until ordered to do so in writing by the Engineer. Such suspension shall be without liability to Contractor on the part of City. In the event a suspension of work is ordered because of failure on the part of Contractor to carry out orders given or to perform any provisions of the Services, such suspension of the Services shall not relieve Contractor of responsibility to complete the Services within the time limit set forth herein and shall not be considered cause for extension of the time for completion and, further, such suspension of the Services shall not entitle Contractor to any additional compensation.

1.8 Familiarity with Work and Worksite. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the Services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Contractor shall immediately inform City of such fact and shall not proceed until written instructions are received from the Contract Administrator.

1.9 Further Responsibilities of the Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless otherwise specified in this Agreement, neither Party shall be responsible for the service of the other.

1.10 Special Provisions. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Provisions” attached hereto as Exhibit A and incorporated herein by this reference. In the event of a conflict between the Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 9

Menifee Mayor and City Council
August 6, 2025
Page
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provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 10

Menifee Mayor and City Council
August 6, 2025
Page
219 of 308

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SECTION 1. COMPENSATION.

1.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed FOUR

HUNDRED THIRTY FOUR THOUSAND SIX HUNDRED TWENTY FIVE DOLLARS AND ZERO CENTS ($434,625.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

1.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Contractor’s rates as specified in the Scope of Services, provided that time estimates are provided for the performance of subtasks, or (iv) such other methods as may be specified in the Scope of Services. In no event shall compensation exceed the amount set forth in Subsection 2.1.

1.3 Invoices. Contractor shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Subcontractor charges shall also be detailed by such categories. Invoices shall contain:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit B; f. Receipts for expenses to be reimbursed;
g. The Principals’ signatures.

Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 11

Menifee Mayor and City Council
August 6, 2025
Page
220 of 308

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Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.4 City Payment of Invoices. City shall independently review each invoice submitted by Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Pursuant to California Public Contract Code Section 20104.50, Contractor is notified that for public works Services, City’s failure to pay undisputed and properly submitted invoices within thirty (30) days shall be subject to interest at the legal rate set forth in Code of Civil Procedure Section 685.010. Any invoice for public works Services determined not to be a proper invoice suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. An invoice returned pursuant to the foregoing shall be accompanied by a writing stating the reasons why the invoice is not proper.

2.5 Retention of Funds, Final Payment.
a. Contractor hereby authorizes City, in the sole discretion of the Contract Administrator, to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement. b. Notwithstanding Paragraph a, California Public Contract Code Section 22300 permits the substitution of securities for any retention monies withheld by City for public works Services. At the request and expense of Contractor, securities equivalent to the monies withheld shall be deposited with City, or with a state or federally chartered bank in California as the escrow agent, who shall then pay such monies to Contractor. City retains the sole discretion to approve the bank selected by Contractor to serve as escrow agent. Upon satisfactory completion of the Services, the securities shall be returned to Contractor. Securities eligible for investment shall include those listed in Government Code Section 16430. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. In the alternative, under California Public Contract Code Section 22300, Contractor may request City to make payment of earned retention monies directly to the escrow agent at the expense of Contractor. Also at Contractor’s expense, Contractor may direct investment of the payments into securities, and Contractor shall receive interest earned on such investment upon the Item Title: 10.7
Bid

Award

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Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 12

Menifee Mayor and City Council
August 6, 2025
Page
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same conditions as provided for securities deposited by Contractor. Upon satisfactory completion of the
Item Title: 10.7
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Award

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Agreement

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CO

Brothers,

LLC.

for

Construction

Services

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Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 13

Menifee Mayor and City Council
August 6, 2025
Page
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Services, Contractor shall receive from the escrow agent all securities, interest and payments received by escrow agent from City pursuant to the terms of California Public Contract Code Section 22300.

2.6 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.7 Hourly Fees. Fees for the Services performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit B.

2.8 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. Reimbursable expenses not listed in Exhibit B must be approved in advance by the Contract Administrator, in his or her sole discretion. Contractor shall not be entitled to any additional compensation for the attendance of meetings reasonably deemed necessary by City for the execution of the Services.

2.9 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.10 Payment upon Termination. In the event that City or Contractor terminates this Agreement pursuant to Section 8, City shall compensate Contractor for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

2.11 No Waiver. Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 3. FACILITIES AND EQUIPMENT.

3.1 Contractor Provides Facilities and Equipment. Except as otherwise provided, Contractor shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense.

3.2 Utility Relocation. Where applicable, pursuant to California Government Code Section 4215, City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, repairing damage not caused by Contractor, and removing or relocating such unidentified utility facilities.

Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

Item Title: 10.7
Bid

Award

and

Agreement

with

CO

Brothers,

LLC.

for

Construction

Services

for

the

Fire

Station

No.76

Living

Area

Improvements
Project
Item Page Number: 14

Menifee Mayor and City Council
August 6, 2025
Page
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3.3 Trenches or Excavations. Pursuant to California Public Contract Code Sections 6705 and 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. a. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
b. If the Services involve the excavation of any trench or trenches five (5) feet or more in depth, Contractor shall submit for acceptance by the City Engineer, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.
c. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue an order or amendment for additional services pursuant to Subsection 8.4 or 8.5 of this Agreement. d. If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor’s compensation. Contractor shall not allow any subcontractor, Contractor or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the required Item Title: 10.7
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Brothers,

LLC.

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Services

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No.76

Living

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Improvements
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Item Page Number: 15

Menifee Mayor and City Council
August 6, 2025
Page
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bonds to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter- Item Title: 10.7
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No.76

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Item Page Number: 16

Menifee Mayor and City Council
August 6, 2025
Page
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insured suits between City and other insureds. Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator in the Contract Administrator’s sole discretion. If this Agreement continues for more than three (3) years duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator. Notwithstanding the forgoing, any provision of the Special Provisions shall replace and take precedence over any subsection of this Section 4 relating to insurance.

4.1 Workers’ Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. Pursuant to California Labor Code Section 1860, Contractor is required to secure the payment of compensation to Contractor’s employees. Pursuant to California Labor Code Section 1861, Contractor hereby submits to City the following:

I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance.

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a. General Requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in
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an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, leased, and non-owned automobiles. b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9 including “any auto” and endorsement CA 0025 or equivalent). No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General Requirements. Contractor, at its own expense, shall maintain professional liability insurance appropriate to Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to the Services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the Services or the expiration or termination of this Agreement. During this additional five (5)- year period, Contractor shall annually and upon request of City submit written evidence of this continuous coverage.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:

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(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Contractor must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Contractor’s sole cost and expense, any extended reporting provisions of the policy, if Contractor cancels or does not renew the coverage.
(iii) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 Pollution Liability Insurance. Contractor, at its own expense, shall maintain pollution liability insurance written on a per occurrence for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per pollution incident and ONE MILLION DOLLARS ($1,000,000.00) in the general aggregate. The policy shall apply to any incidents at or from any location on which Contractor performs the Services under this Agreement. The insurance must be maintained for at least one (1) year following the completion of Contractor’s services or the expiration or termination of this Agreement.

4.5 All Policies Requirements.
a. Verification of Coverage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 24- 05 FIRE STATION NO. 76 LIVING AREA IMPROVEMENTS. The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Contractor. b. Notice of Reduction in or Cancellation of Coverage. Contractor shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.

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c. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of
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the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self-Insured Retentions. Contractor shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Contractor may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Contractor procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.6 Payment and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade “A” or better in the most Item Title: 10.7
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recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial
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category Class VII or better, unless such requirements are waived by the Contract Administrator due to unique circumstances, and shall be authorized to write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor. Without limiting the foregoing, Contractor understands that Civil Code Section 9550 requires a payment bond for all public works contracts involving an expenditure of more than Twenty-Five Thousand Dollars ($25,000).

4.7 Remedies. In addition to any other remedies at law or equity City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or Item Title: 10.7
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subcontractors of Contractor. Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder.

5.3 Subcontractors. Contractor shall incorporate similar indemnity agreements with its subcontractors. Contractor shall be fully responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.4; however, otherwise City shall not have the right to control the means by which Contractor accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

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7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States.

Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.

7.3 Prevailing Wages. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Contractor shall bear all risks of payment or non-payment of state and/or federal prevailing wages and/or the implementation of California Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Contractor’s failure to pay prevailing wages. b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(ii) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.

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(iii) Pursuant to California Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to California Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the California Labor Code.
(vi) Contractor is aware of and will comply with the provisions of California Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices.

Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement.
(vii) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations.

Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Services to
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provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.4 Licenses and Permits, Fees, and Assessments. Contractor represents, warrants, and covenants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Contractor represents, warrants, and covenants to City that Contractor and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.

7.5 Conflicts of Interest. Contractor represents, warrants, and covenants that Contractor presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement.

7.6 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

7.7 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall Item Title: 10.7
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pay to City as liquidated damages the amount set forth in Exhibit B, including the Bid Package or Request
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for Proposals referenced therein, if any, or if no amount is set forth therein, the sum of ONE THOUSAND DOLLARS ($1,000.00), for each consecutive calendar day in excess of the time specified for completion of the Work. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 1. TERMINATION AND MODIFICATION.

1.1 Termination. City may terminate this Agreement at any time and without cause upon thirty (30) days’ written notification to Contractor. City may also terminate this Agreement pursuant to Subsection 8.8.

1.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

1.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation for the Services satisfactorily performed up to the date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all materials provided to Contractor or prepared by or for Contractor or City in connection with this Agreement. Upon receipt of any notice of termination, Contractor shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Administrator.

1.4 Administrative Change Orders. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. All other extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

1.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. The Contract Administrator shall have the authority to execute amendments to this Agreement which do not materially change the terms hereof, in the Contract Administrator’s discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

1.6 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination Item Title: 10.7
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of Contractor’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the Scope of Services, without prior written approval of the Contract Administrator. In the event of any unapproved assignment, including in connection with any bankruptcy proceeding, this Agreement shall be void. No approved assignment shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the expiration or termination of this Agreement.

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

8.9 Claims by Contractor. Claims, as that term is defined in California Public Contract Code Section 9204, by Contractor and, where applicable, any subcontractor, in connection with a public works project shall by subject to the mediation procedure in California Public Contract Code Section 9204.

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SECTION 1. KEEPING AND STATUS OF RECORDS.

1.1 Documents and Data. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use.

Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Notwithstanding the forgoing, Contractor is also responsible for complying with the provisions Special Provisions related to Documents and Materials.

1.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials.

Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials. Contractor makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

1.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Item Title: 10.7
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Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

9.4 Reports. Contractor shall periodically prepare and submit to the Contract Administrator such reports concerning the performance of the Services required by this Agreement as the Contract Administrator shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Administrator of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. Any and all reports prepared pursuant to this Subsection are in addition to the reports required by the Special Provisions, if any.

9.5 Confidentiality. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to Item Title: 10.7
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any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Contractor Principals and Representatives. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
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It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Item Title: 10.7
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Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, Michael N. To, Project Manager (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, the Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Contractor shall be sent to:

CO BROTHERS, LLC
Attn: An Bang Luo, CEO
6640 Doolittle Avenue
Riverside, CA 92503
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Michael N. To, Project Manager
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the Item Title: 10.7
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time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

10.10 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.13 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.14 Nondiscrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.15 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.16 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

10.17 No Undue Influence. Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of Item Title: 10.7
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coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Contractor, or from any officer, employee, or agent of
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Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.18 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:

Stephanie Roseen, City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONTRACTOR
An Bang Luo, CEO

An Bang Luo, Secretary

[Note: 2 officer’s signatures required if
Contractor is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A

EXHIBIT A

SPECIAL PROVISIONS
INTENTIONALLY OMITTED.

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EXHIBIT B

EXHIBIT B

SCOPE OF SERVICES
Services shall include CIP 24-05 FIRE STATION NO. 76 LIVING AREA IMPROVEMENTS services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed FOUR HUNDRED THIRTY FOUR

THOUSAND SIX HUNDRED TWENTY FIVE DOLLARS AND ZERO
CENTS ($434,625.00) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services shall include the work contemplated by the entire “Bid Package” or “Request for Proposals” for the Services, including all plans, addenda, documentation, and specifications attached thereto. A copy of the Bid Package and/or Request for Proposals, as applicable shall be retained with a copy of this Agreement.

Contractor shall keep a copy of the same for at least three (3) years following termination of this Agreement.

The numerical reference for the Bid Package or Request for Proposals is: NIB 2025-11.

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EXHIBIT B
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2905/031858-0001
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CITY OF MENIFEE
SUBJECT: Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings
MEETING DATE: August 6, 2025
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst II
REVIEWED BY: Mariana Mitchell, Community Services Director APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute two lease agreements and any other necessary lease documents with Pacific Mobile Structures, Inc. for the rental of two modular buildings used by the Menifee Police Department, in a total not-to-exceed amount of $373,870.80 through April 3, 2030; and

2. Authorize the Finance Department to issue a purchase order against the contract for each corresponding fiscal year.

DISCUSSION
On October 24, 2019, the City entered into a 60-month lease agreement with Pacific Mobile Structures, Inc. for the rental of two modular units used by the Menifee Police Department as dedicated men’s and women’s locker room facilities. Each unit includes restrooms, showers, and locker space, along with OSHA-compliant steps for access. These facilities have served as essential infrastructure since the Department’s formation, supporting daily operations and officer readiness.

With the original lease term concluded on March 31, 2025, staff engaged Pacific Mobile to negotiate a new five-year lease agreement to ensure uninterrupted access to these critical support spaces. The proposed agreement would establish a lease term through April 3, 2030, with a monthly base rate of $2,869.00 for the women’s unit and $2,860.87 for the men’s unit plus applicable tax.

A new agreement would allow staff to maintain the modular facilities in their current location, minimize disruption, provide secure and convenient access for police personnel, and support ongoing growth in Department staffing and services. As the City continues to evaluate long-term Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 1

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August 6, 2025
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City of Menifee Staff Report
PD Locker Room Agreement
August 6, 2025

2 8
2 7
facility needs, the proposed lease agreement provides the flexibility to adapt without committing to immediate capital expenditures or premature relocation. By securing these units for another five years, the City reinforces its support for public safety operations while maintaining cost control and preserving future planning options.

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The current fiscal impact of the proposed lease agreement totals a not-to-exceed amount of $373,870.80 for a total of five years. Funding in the amount of $74,774.16 for year one is available within the Fiscal Year 2025/2026 approved budget within account 1116-51-MPD-PDAM-652060.

Funding for the remaining $299,096.64 in years two through five would be budgeted as part of their respective year’s budget. The breakdown of the annual cost is detailed in Table 1.

TABLE 1 – LEASE EXTENSION COST BY YEAR
Year Monthly Rent &
Applicable Tax
Total Annual Cost &
Applicable Tax
Year 1 - FY 25/26 $6,231.18 $74,774.16
Year 2 - FY 26/27 $6,231.18 $74,774.16
Year 3 - FY 27/28 $6,231.18 $74,774.16
Year 4 - FY 28/29 $6,231.18 $74,774.16
Year 5 - FY 29/30 $6,231.18 $74,774.16
Total $373,870.80

ATTACHMENTS

1. Women's Locker Room Lease Agreement

2. Men's Locker Room Lease Agreement
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 2

Menifee Mayor and City Council
August 6, 2025
Page
259 of 308

[email protected]
RO013820-202538260538 Page 1 of 2
Lease Agreement #RO013820
Date: 6/26/2025 LEASEAGREEMENT_SALESORDER
Company:

City of Menifee
29844 Haun Rd
Menifee, CA 92586-6539
Contact:

Site Location:

City of Menifee
29714 Haun Rd
Menifee, CA 92586-6540
Site Contact:

Michael Thompson
Cell: 951.816.0977
Office: 951.784.8990
Term: 60 Months Start: 4/2/2025 End: 4/3/2030 Delivery: 4/2/2020 PO/Job#:

Rental Costs Per Month Eff. Date Qty Rate Extended Tax
Rental - Mobile Unit - Women's RR/Shower/Locker –
Unit# 6236 4/2/2020 1 $2,859.00 $2,859.00 $0.00
Rental - OSHA Step 12/1/2023 1 $10.00 $10.00 $0.00
Subtotals $2,869.00 $0.00
Total Due Each Month $2,869.00
Estimated Removal Costs* Eff. Date Qty Rate Extended Tax Break, Remove - Skirting 168 $0.00
Break, Remove - Standard 1 $0.00
Break, Remove - Tiedown 18 $0.00
Return - Freight 2
*Calculated at return using current market rates for lease terms greater than 12 mo. Subtotals Total Due at End of Lease Rate in Effect
End of Lease Term
RRR..R
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 3

Menifee Mayor and City Council
August 6, 2025
Page
260 of 308

[email protected]
RO013820-202538260538 Page 2 of 2
Lease Agreement #RO013820
By signing below, the Lease Agreement becomes a binding contract between Pacific Mobile Structures (Lessor) and City of Menifee (Lessee) in accordance with the terms and conditions set forth on the proceeding pages. Payment is due upon receipt of the first invoice. Lessee is to provide site improvements, utility connections, and handicap accessibility to the building. Building permits/fees and prevailing wages are not included. Site needs to be dry, compacted with minimum 1,500 PSF, level to +/- 6” difference in grade, and accessible by normal truck delivery. All costs to roll, crane or forklift building are not included. Ramping quoted assumes a grade difference of 30” to 36” from door threshold to ramp entrance. Standard setup does not include removal of axles, tires, and tow bars (available upon request). Extra trip charges may occur if Lessee stops work in progress. Removal costs are based on original term end date; after this date, costs will be based on prevailing rates at the date of termination. Physical Damage & Commercial Liability insurance coverage is required beginning on the date of delivery. Before the return of the building, two weeks' notice is required.

Company Name: City of Menifee
[Signer-PrintedName] [Signer-Title]
Printed Name Title of Authorized Corporate Signer
[Signer-Signature] [Signer-Date]
Signature Date
Invoicing Options
Please use the following email addresses for electronic delivery:

A/P email address on file: [email protected] New A/P email address: [Signer-APEmailAddress]
City of Menifee is opting out of electronic delivery.

Invoices will be mailed to: New billing address:
[Signer-NewPhysicalAddressLine1]
29844 Haun Rd
Menifee, CA 92586-6539
[Signer-NewPhysicalAddressLine2]
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 4

Menifee Mayor and City Council
August 6, 2025
Page
261 of 308

Lease Agreement - Terms and Conditions
Rev. Mar 24

1. Lease
The transaction is a lease and not a sale. LESSEE does not acquire through this Lease or by payment of rental amounts, any right, title or interest in leased equipment, or any right to purchase such leased equipment. LESSEE acknowledges that the leased equipment is personal property and shall not, at any time, constitute real property, an improvement thereon or a fixture.

2. Rental Period
The rental period shall commence upon the date of delivery of the equipment by LESSOR to the LESSEE and continue until the termination date set forth in each Rental Order, or as earlier terminated as provided herein.

3. Determination of Rental Charges; Leased Equipment
LESSEE shall pay rent, on a monthly basis, in the amounts set forth in the Rental Order issued by LESSOR reflecting the negotiated rental rate and describing the leased equipment.

4. Payment
Payments are due on the first of each month in the amount described in each Rental Order and shall be deemed late if not paid by the 10th of each month, at which time a finance charge of 1% per month will be assessed until paid. Invoices issued by LESSOR are solely for LESSEE’s convenience and payment is due regardless of timely delivery of any invoice.

5. Access, Site Conditions, Utility Service
LESSEE shall provide free and clear access for delivery and return of leased equipment by standard mobile transport vehicles. LESSEE shall provide site that is dry, compacted with minimum 1,500 PSF, and level ground on no more than six-inch slope from one end to the other for safe installation and removal of the leased equipment. Site selection is the sole responsibility of LESSEE and LESSOR shall have no liability for determining the adequacy of any site. Furthermore, LESSOR solely reserves the right, for any reason, to refuse to release delivery and/or provide removal at any site it deems inadequate for use, installation and/or removal. LESSEE shall be
responsible for obtaining any permits required to install, remove and operate the equipment. LESSEE shall provide at LESSEE’s expense site improvements, adequate electrical power, water and other utility services with proper connection to leased equipment and handicap accessibility to the building. LESSEE shall provide at LESSEE’s
expense the disconnection of electrical power, water and other utility services prior to LESSOR’s pick up of the leased equipment.

6. Other Fees, Expenses and Taxes
In addition to the rental payments provided for herein, LESSEE shall pay all expenses, fees, charges, and fuel surcharges incurred in connection with the leased equipment
during its delivery, use and return. Additional charges include, but are not limited to, the following instances: (1) where travel permits and/or pilots are required for delivery/return; (2) where the delivery site is not a level, compacted and accessible site; (3) where tie downs are required. The number of seismic tie-downs is estimated with assumptions to site surface and seismic zone. If engineering is requested, then the quantities will be adjusted to the engineered plans. If the tie down option is not taken, LESSEE assumes liability; (4) where alternate steps are needed (temporary steps furnished but steps may not meet all local codes); (5) where state/federal prevailing wages are required (unless quoted otherwise); (6) where axles, tires and tow bars need to be removed; (7) where extra trip charges are needed if LESSEE stops work in progress; (8) where grade for ramping is different than 30” to 36” from door threshold to ramp entrance; (9) where LESSEE delays the delivery of the equipment greater than 30 days from proposed delivery date. If LESSOR is unable to deliver the leased equipment due to LESSEE's site delays, a storage fee will begin thirty (30) days after the predetermined delivery date. LESSEE agrees to pay a pro-rated monthly storage fee at a rate of $1.00 per square foot of each floor until LESSEE is able to take delivery. If space is unavailable, LESSEE must either transport to an alternative site or LESSOR will do so unilaterally and pass the expense to LESSEE. If the leased equipment remains undeliverable after four months, the contracted rental rate will commence at that time; (10) where lease is cancelled prior to delivery of equipment and LESSOR has made modifications to the building or performed scope of work items. LESSEE also agrees to pay any fines, servicing costs, sales taxes, use taxes, personal or real property taxes and other use taxes, and all assessments and other governmental charges whatsoever payable on LESSEE’s use, possession, rental, shipment, transportation, delivery or operation thereof. If a lease is terminated early, the remaining contractual balance shall be immediately due and payable, unless waived by LESSOR in its sole discretion.

7. Delivery and Return of Leased Equipment
LESSOR shall not be liable to LESSEE for any failure or delay in delivering the leased equipment. By taking delivery thereof, LESSEE acknowledges that the leased equipment is in good working condition, free of any physical defect or damage, and is fit for the purpose for which it is leased. Further, the leased equipment shall remain at the delivery site until the termination of the lease, at which time LESSOR shall pick up the leased equipment. The leased equipment shall not be moved without LESSOR’s prior written consent. Two weeks’ notice is required prior to equipment return date. Rent is required to be paid until the leased equipment is picked up. Delivery and return costs will be quoted at time of rental. However, return costs are to be at the prevailing rate at termination of lease, thus they are subject to change depending on special circumstances such as fuel costs and delivery routes.

8. Eligible Use, Assignment, and Subletting
LESSEE shall use or permit the use of the leased equipment only for lawful purposes and operate in compliance with all laws. LESSEE shall use the interior of the equipment only for typical office, storage or restroom purposes and shall not in any scenario use the interior of the equipment for agriculture purposes. If the leased equipment is used by LESSEE or by any party in association with unlawful or ineligible purposes prior to it being returned to LESSOR, this shall result in an immediate DEFAULT of the lease. LESSEE agrees to reimburse LESSOR upon demand for any and all damages and incidental costs LESSOR incurs, including, but not limited to, time and cost expenses associated with participating in governmental administrative or law enforcement processes, attorney fees, and remedial costs. LESSEE shall not assign, transfer, sublet, or in any way assign its rights hereunder, and shall not pledge, permit to be liened, mortgaged, or otherwise encumber its rights or interests hereunder. All third-party claims of possession, interest or ownership by or through LESSEE as stated herein, shall be deemed invalid. LESSOR may assign its rights hereunder without notice to, or consent from, LESSEE.

9. Non-Liability of LESSOR and Indemnification
Unless caused solely by LESSOR’s gross negligence or willful misconduct, LESSOR shall not be liable to LESSEE for any third par ty claims, actions, suits or proceedings
of any kind and nature whatsoever, including any damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees based on, arising out of, connected with or resulting from the leased equipment or by the use, maintenance, operation, handling or storage thereof, for the loss of LESSEE’s business or damages whatsoever or howsoever caused or for LESSEE’s obligations under this Lease (hereinafter “Claim(s)”), including, without limitation, Claims relating to ownership, use, possession or disposal of the leased equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the leased equipment (regardless of whether the same are discoverable by LESSOR or LESSEE), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the leased equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after LESSOR has taken possession of the leased equipment after termination of this Lease, provided that such Claims do not relate to LESSEE’s use, possession or operation of the leased equipment, or (b) any Claims that result from the gross negligence or willful misconduct of LESSOR. If any Claim is made against LESSEE or LESSOR, the party receiving notice of such Claim shall promptly notify the other, as set forth in Section 11, but the failure of such person receiving notice to notify the other shall not relieve LESSEE of any obligation hereunder. LESSEE shall indemnify, defend and hold harmless LESSOR, its employees and agents from any and all losses, damages, claims, demands, or liability of any kind whatsoever, including legal expenses and attorney’s fees arising from the use, condition or operation of the leased equipment.

10. Insurance Requirements
LESSEE, at its sole cost and expense, will obtain and keep in force, from the delivery date until the removal of the equipment, the following policies:
(a) Blanket Commercial General Liability Insurance providing coverage on ISO form CG 00 01 or a substitute providing equivalent coverage, and subject to policy limitations or exclusions reasonably acceptable to LESSOR, in the amount of not less than $1,000,000 per occurrence, naming LESSOR as additional insured and endorsed to state that it shall be primary and non-contributory insurance as respects to LESSOR’s insurance. All insurance held by LESSOR shall be excess, secondary and non-contributory as respects to LESSEE’s insurance. i. If LESSOR does not receive the general liability certificate prior to delivery, then the LESSEE will pay a monthly non-insurance penalty fee for each month that the LE
SSEE fails to provide the required certificate of insurance. Such fees shall be calculated by LESSOR at its then prevailing rate(s) and will not be refunded in arrears. LESS
OR is not an insurance company and the fee is not an insurance policy. (b) Commercial property Insurance, providing coverage under ISO Cp 10 30, Causes of Loss-Special Form or the equivalent, and subject to policy limitations or exclusions reasonably acceptable to LESSOR, for an amount no less than 100% of the replacement cost of the leased equipment as established by LESSOR, with Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 5

Menifee Mayor and City Council
August 6, 2025
Page
262 of 308

Lease Agreement - Terms and Conditions
Rev. Mar 24
LESSOR added as loss payee.
i. If LESSOR does not receive the property insurance certificate as required prior to delivery or if the LESSEE selects the property Damage Waiver, then the LESSEE will automatically be enrolled in the property Damage Waiver program (program). LESSOR is not an insurance company and the program is not an insurance policy. The program only covers damage caused by fire, theft, vandalism and malicious mischief. The LESSEE is responsible for the first $2,000 in damages, per unit/per loss
occurrence. The program only covers the unit itself, and LESSEE is responsible for insuring the contents. The program does not cover property damage caused by any of the following: (a) acts of God (earthquake, seismic activity, high winds, hurricane, tornado, flood), (b) acts of terrorism, (c) building contents, (d) damages caused by LESSEE or its employees , (e) collision damage from vehicles and other equipment, (f) collision damage while bein
g transported or moved, or (g) abuse or neglect by LESSEE. The responsibility for property damage due to these perils is on the LESSEE. either party can cancel the program with ten (10) days prior written notice. If the program is canceled, the LESSEE must provide property insurance as required under section 10(b). All program fees must be paid in order for this option to be valid. If the LESSEE fails to pay their rent or the program fees, the program will be terminated automatically. Fees will not be refunded in arrears. Claims must be reported to LESSOR by fax or email within 48 hours of their occurrence.

LESSEE shall be liable for all deductible portions of all required insurance. LESSEE will deliver certificates evidencing all such insurance to LESSOR prior to delivery of the equipment, provided, however, that LESSOR shall be under no duty either to ascertain the existence of or to examine such insurance policies or to advise LESSEE in the event such insurance coverage shall not comply with the requirements hereof. each insurer shall agree by endorsement to the policy or policies issued by it or by an independent instrument furnished to LESSOR, that it will give LESSOR at least ten (10) days’ prior written notice of cancellation of the policy for nonpayment of premiums and at least thirty (30) days’ prior written notice for alteration or cancellation due to any other reason or for non-renewal of the policy. If the insurers are unable to or unwilling to provide such notice, LESSEE shall provide such notice. All required insurance shall be maintained with insurance companies rated A- X or better by AM Best (or an equivalent rating by another nationally recognized insurance rating agency of similar standing) or with other insurance companies satisfactory to LESSOR.

11. Accidents or Claims
LESSEE shall within 24 hours after any property damage or casualty event involving the leased equipment notify LESSOR by telephone, and within 48 hours notify LESSOR in writing. Said report sh
all state the time, place, and nature of the event, the damage sustained, the names and addresses of persons involved, persons injured and witnesses, and any other information relating to said event and it shall promptly forward to LESSOR all correspondence, notices or documents received in connection with any claim or demand relating to the leased equipment or its operation, and shall aid in the investigation and defense of all such claims and demands.

Nothing herein shall be deemed to modify the provisions of the paragraph herein in which LESSEE holds LESSOR harmless and indemnifies LESSOR against all these matters, and LESSOR shall have no responsibility to take any action whatsoever in the event of such casualty.

12. Maintenance and Damage
LESSEE shall at LESSEE’s own expense, and at all times, keep the equipment in good and efficient working order, condition and repair and shall maintain thereon such identification of ownership as LESSOR may require. LESSOR will maintain and make any repairs required from normal use to the roof, doors, windows, light fixtures, heating, ventilating and air conditioning systems (HVAC), except that LESSEE shall replace HVAC filters, light bulbs and ballasts as required and pay for any damage caused by the LESSEE. LESSEE shall bear the risk of damage, theft or destruction of the leased equipment from every cause, except as outlined in paragraph 10(b) (i), if selected and shall make all replacements, repairs or substitution of parts of equipment thereon at its expense, all of which shall constitute LESSEE’s obligatory maintenance of the leased equipment. If LESSEE does not adequately maintain the equipment or adequately repair any damage for which LESSEE is responsible, LESSOR shall have the option to perform the maintenance or repair at LESSEE’s expense. LESSEE shall at its expense provide adequate janitorial service to keep the leased equipment in good condition, fair wear and tear excepted. On termination of this lease, the leased equipment shall be returned to LESSOR in the same condition as when delivered, fair wear and tear excepted. In the event that the leased equipment is completely destroyed beyond repair, LESSEE shall continue to pay rent to LESSOR, until the LESSOR is made whole through receipt of full payment for the replacement cost of the leased equipment.

13. Inspection by LESSOR
LESSOR may inspect the leased equipment at any reasonable time and may provide a notice of non-responsibility or preservation of LESSOR’s interest.

14. Default
An event of default will have occurred if LESSEE: (a) does not pay rent when due, or otherwise fails to perform as required under this Lease or under any other ag
reement with LESSOR, (b) becomes insolvent, assigns its assets for the benefit of creditors, or enters (voluntary or involuntarily) into a bankruptcy or receivership proceeding, (c) shall suffer an adverse material change in its financial or business condition from the date hereof and as a result LESSOR deems itself insecure or (d) uses the equipment in an ineligible way, such as use of the interior of the equipment for agriculture purposes, which is prohibited.

15. Remedies
Upon the occurrence of an event of default, LESSOR may, in its sole discretion, (a) do one or more or the following with respect to all or part of the leased equipment, concurrently or separately: (i) demand the return of the leased equipment, (ii) enter upon LESSEE’s premises and without any court order or other process of law, repossess and remove all or part of the leased equipment, or render the leased equipment unusable without removal, either with or without notice to LESSEE and with or without terminating this Lease, and LESSEE hereby waives any trespass or other right of action for damages by reason of such entry, removal, or disabling of the leased equipment, (iii) proceed by appropriate court action or actions either at law or in equity to enforce performance by LESSEE of the applicable covenants of the Lease, (b) demand and recover judgment for the remaining balance of all rent due through the remaining term of the lease, and recover all other amounts due hereunder and any other damages caused by such default, and (c) exercise any other remedies available under the Uniform Commercial Code or any other law. All of LESSOR’s rights and remedies hereunder and at law and in equity shall be cumulative; any waiver of such rights or remedies must be in writing, and a waiver of
LESSOR’s rights or remedies on one occasion shall not constitute a waiver of any other existing or future right or remedy. Should LESSOR be required to take possession of the leased equipment, LESSEE agrees to pay the cost of repossession, storing, shipping, and repairing the leased equipment.

16. LESSEE’s Possession on Termination
If LESSEE retains possession of the leased equipment beyond the Rental Order term expiration date without proper written renewal notice, LESSOR shall have the option of (a) deeming this Lease renewed as a month to month tenancy per LESSOR’s standard rental rates at such time, as determined by LESSOR in its sole discretion, or (b) repossessing its leased equipment and other property at any time without notice.

17. Attorney’s Fees, Collection Fees, Interest
If LESSEE defaults on this Lease, LESSOR shall be entitled to recover from LESSEE all items of damages, costs and expenses, including court costs, reasonable attorney’s fees and repossession fees, incurred by LESSOR to enforce its rights and remedies hereunder, whether suit is filed or not, and including all attorneys’ fees and costs incurred in any bankruptcy proceeding. LESSOR shall also be entitled to interest on delinquent invoices at the rate of 1.0% per month or the maximum rate permitted by law until such invoice is paid in full.

18. Miscellaneous; Consent to Jurisdiction; Jury Waiver This Lease shall be construed and interpreted under the laws of the state in which the equipment is located. LESSEE consents to the jurisdiction of state and federal courts located in the state of Washington for the determination of all disputes arising under this Lease. All signed copies shall constitute duplicate originals.

THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY. The Parties shall endeavor to resolve their disputes by first discussing any such disputes in person and in good faith. If the Parties' direct discussions fail to resolv e any and all issues, any controversy or claim arising out of or relating to this Lease, its enforcement or interpretation or because of an alleged breach, default or misr epresentation in connection with any of its provisions, shall be resolved by arbitration pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association.

19. Entire Agreement
This Lease, and any Rental Order issued in connection herewith, contains the entire agreement between the LESSOR and LESSEE and may not be altered, modified, terminated or otherwise changed unless agreed to in writing by LESSOR. This Lease contains the entire understanding of the parties and supersedes any other document from t
he LESSEE or any other agreement, including verbal, among the parties.

20. Notices
All notices required under the terms and provisions of this Lease shall be in writing and shall become effective three (3) days following mailing if mailed by US certified mail, or upon receipt if given in any other manner, addressed to pacific Mobile Structures at PO Box 1404, Chehalis WA 98532, and to LESSEE set forth on the face page hereof, or at such other address as either party may designate in writing. The payment remittance address is to pacific Mobile Structures at PO Box 24747, Seattle WA 98124.

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 6

Menifee Mayor and City Council
August 6, 2025
Page
263 of 308

[email protected]
Insurance Requirements
Date: 6/26/2025
Company:

City of Menifee
29844 Haun Rd
Menifee, CA 92586-6539
Contact:

Site Location:

City of Menifee
29714 Haun Rd
Menifee, CA 92586-6540
Site Contact:

Michael Thompson
Cell: 951.816.0977
Office: 951.784.8990
Thank you for your business!
In accordance with our Lease/Rental Terms and Conditions, under section 9, the RENTER, at its sole cost and expense, will obtain and keep in force, from the delivery date until the removal of the equipment, the following policies:
 Blanket Commercial General Liability Insurance, providing coverage on ISO form CG 00 01, or a substitute providing equivalent coverage, and subject to policy limitations or exclusions reasonably acceptable to Pacific Mobile Structures, Inc. (PMSI), in the amount of not less than $1,000,000 per occurrence, naming PMSI as additional insured and endorsed to state that it shall be primary non-contributory insurance as respects to PMSI’s insurance.
 Commercial Property Insurance, providing coverage under ISO CP 10 30, Causes of Loss-Special Form or the equivalent, and subject to policy limitations or exclusions reasonably acceptable to PMSI, for an amount no less than 100% of the replacement cost of the leased equipment, with PMSI added as loss payee.

Please send this form to your insurance carrier prior to the scheduled delivery date of your building and have the insurance certificate sent directly to Pacific Mobile Structures via email or fax. Please see the attached example of an acceptable insurance certificate.

Unit # Value Manufacturer Year Mfg. Serial #
6236 $312,536.88 Silver Creek 2020 6236
Renter will give PMSI at least ten (10) days' prior written notice of cancellation of the policy for nonpayment of premiums and at least thirty (30) days' prior written notice for alteration or cancellation due to any other reason or for non-renewal of the policy. If the insurers are unable to or unwilling to provide such notice, Renter shall provide such notice. Al required insurance shall be maintained with insurance companies rated A- X or better by AM Best (or an equivalent rating by another nationally recognized insurance rating agency of similar standing) or with other insurance companies satisfactory to PMSI.

Please Note:

If PMSI does not receive the General Liability Insurance Certificate prior to delivery, then the Renter will pay a monthly non-insurance penalty fee for each month that the Renter falls to provide the required certificate of insurance. The fee is calculated as follows: Dollar Value of Rental Unit divided by 100, multiplied by $0.30.

If PMSI does not receive the Property Insurance Certificate as required prior to delivery, then the Renter will automatically be enrolled in the Property Damage Waiver Program, at
the Renter's expense, at a monthly cost of 9% of the current monthly rental fee.

We are here to help! Please contact Franci Wolf for any insurance related questions or concerns Phone: 360.345.1576 Fax: 360.748.0578 Email: [email protected] Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 7

Menifee Mayor and City Council
August 6, 2025
Page
264 of 308

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Enter Policy
Number
Insurance Agent/Broker Name
Insurance Agent/Broker Street Address or P.O. Box
City, State, and Zip Code
Contact and Phone Number
Customer Name
Customer Street Address or P.O. Box
City, State, and Zip Code
Month/Date/Year
Name of Insurance
Name of Insurance Company (if applicable)
Name of Insurance Company (if applicable)
Enter NAIC #
Enter NAIC #
Enter NAIC #
x x
x
Enter Policy Number Enter
Effective
Date
Enter
Expiration
Date
1,000,000
100,000
N/A
1,000,000
2,000,000
1,000,000
Other: Property, Equipment, Inland Marine, etc.

All rental and lease equipment, which shall
include all mobile office and storage containers,
as provided by written contract with lessor/lessee
loss payee
Enter
Effective
Date
Enter
Expiration
Date
Insurance
Coverage Limits
Pacific Mobile Structures, Inc. is named as additional insured for general liability and loss payee on any and all, current and future, leased mobile units and equipment.

Pacific Mobile Structures, Inc.

Attn: Franci Wolf
P.O. Box 1404
Chehalis, WA 98532
Phone: 360.345.1576 Fax: 360.748.0578
[email protected]
A
Sample Certificate
V1 03.19.19
V1 03.19.19
REV. Feb.. 2020
Pacific Mobile Structures, Inc. is named as additional insured for general liability and loss payee under property insurance maintained by RENTER on any and all, current and future, leased mobile units and equipment.

B
X

Pacific Mobile Structures, Inc.

Attn: Franci Wolf
P .O. Box 1404
Chehalis, WA 98532
Phone: 360.345.1576 Fax: 260.748.0578
[email protected]
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 8

Menifee Mayor and City Council
August 6, 2025
Page
265 of 308

Addendum to Lease Agreement #RO013820
with City of Menifee
Dated June 26, 2025

Section 18
In the second sentence replace "Washington" with "California".

Agreed and Accepted by:

______________________________ ________________________________ City of Menifee Pacific Mobile Structures, Inc.

Authorized Signature Authorized Signature
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 9

Menifee Mayor and City Council
August 6, 2025
Page
266 of 308

[email protected]
RO013821-202539260539 Page 1 of 3
Lease Agreement #RO013821
Date: 6/26/2025
Company:

City of Menifee
29844 Haun Rd
Menifee, CA 92586-6539
Contact:

M
ichael Thompson
Cell: 951.816.0977
Office: 951.784.8990
Term: 60 Months Start: 4/2/2025
Site Location:

City of Menifee
29714 Haun Rd
Menifee, CA 92586-6540
Site Contact:

End: 4/3/2025 Delivery: 4/2/2020 PO/Job#:

Rental Costs Per Month Eff. Date Qty Rate Extended Tax
Rental - Mobile Unit - Men's RR/Shower/Locker – Unit#
6237 4/2/2020 1 $2,850.00 $2,850.00 $0.00
Rental - OSHA Step 12/1/2023 1 $10.00 $10.00 $0.87
Subtotals $2,860.00 $0.87
Total Due Each Month $2,860.87
Estimated Removal Costs* Eff. Date Qty Rate Extended Tax Break, Remove - Skirting 168
Break, Remove - Standard 1
Break, Remove - Tiedown 18
Return - Freight 2
*Calculated at return using current market rates for lease terms greater than 12 mo. Rate in Effect End of Lease Term

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 10

Menifee Mayor and City Council
August 6, 2025
Page
267 of 308

[email protected]
RO013821-202539260539 Page 2 of 3

Total Due at End of Lease $6,800.35
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 11

Menifee Mayor and City Council
August 6, 2025
Page
268 of 308

[email protected]
RO013821-202539260539 Page 3 of 3

Lease Agreement #RO013821
By signing below, the Lease Agreement becomes a binding contract between Pacific Mobile Structures (Lessor) and City of Menifee (Lessee) in accordance with the terms and conditions set forth on the proceeding pages. Payment is due upon receipt of the fi rst invoice. Lessee is to provide site improvements, utility connections, and handicap accessibility to the building. Building permits/fees and prevailing wages are not included. Site needs to be dry, compacted with minimum 1,500 PSF, level to +/- 6” difference in grade, and accessible by normal truck delivery. All costs to roll, crane or forklift building are not included. Ramping quoted assumes a grade difference of 30” to 36” from door threshold to ramp entrance. Standard setup does not include removal of axles, tires, and tow bars (available upon request). Extra trip charges may occur if Lessee stops work in progress. Removal costs are based on original term end date; after this date, costs will be based on prevailing rates at the date of termination. Physical Damage & Commercial Liability insurance coverage is required beginning on the date of delivery. Before the return of the building, two weeks' notice is required.

Company Name: City of Menifee
Printed Name Title of Authorized Corporate Signer
Signature Date

Invoicing Options
Please use the following email addresses for electronic delivery:

A/P email address on file: [email protected] New A/P e mail address:

City of Menifee is opting out of electronic delivery.

Invoices will be mailed to: New billing address:

29844 Haun Rd

Menifee, CA 92586-6539

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 12

Menifee Mayor and City Council
August 6, 2025
Page
269 of 308

Rev. Mar 24
Lease Agreement - Terms and Conditions

1. Lease
The transaction is a lease and not a sale. LESSEE does not acquire through this Lease or by payment of rental amounts, any right, title or interest in leased equipment, or any right to purchase such leased equipment. LESSEE acknowledges that the leased equipment is personal property and shall not, at any time, constitute real property, an improvement thereon or a fixture.

2. Rental Period
The rental period shall commence upon the date of delivery of the equipment by LESSOR to the LESSEE and continue until the termination date set forth in each Rental Order, or as earlier terminated as provided herein.

3. Determination of Rental Charges; Leased Equipment
LESSEE shall pay rent, on a monthly basis, in the amounts set forth in the Rental Order issued by LESSOR reflecting the negotiated rental rate and describing the leased equipment.

4. Payment
Payments are due on the first of each month in the amount described in each Rental Order and shall be deemed late if not paid by the 10th of each month, at which time a finance charge of 1% per month will be assessed until paid. Invoices issued by LESSOR are solely for LESSEE’s convenience and payment is due regardless of timely delivery of any invoice.

5. Access, Site Conditions, Utility Service
LESSEE shall provide free and clear access for delivery and return of leased equipment by standard mobile transport vehicles. LESSEE shall provide site that is dry, compacted with minimum 1,500 PSF, and level ground on no more than six-inch slope from one end to the other for safe installation and removal of the leased equipment. Site selection is the sole responsibility of LESSEE and LESSOR shall have no liability for determining the adequacy of any site. Furthermore, LESSOR solely reserves the right, for any reason, to refuse to release delivery and/or provide removal at any site it deems inadequate for use, installation and/or removal. LESSEE shall be responsible for obtaining any permits required to install, remove and operate the equipment. LESSEE shall provide at LESSEE’s expense site improvements, adequate electrical power, water and other utility services with proper connection to leased equipment and handicap accessibility to the building. LESSEE shall provide at LESSEE’s expense the disconnection of electrical power, water and other utility services prior to LESSOR’s pick up of the leased equipment.

6. Other Fees, Expenses and Taxes
In addition to the rental payments provided for herein, LESSEE shall pay all expenses, fees, charges, and fuel surcharges incurred in connection with the leased equipment during its delivery, use and return. Additional charges include, but are not limited to, the following instances: (1) where travel permits and/or pilots are required for delivery/return; (2) where the delivery site is not a level, compacted and accessible site; (3) where tie downs are required. The number of seismic tie-downs is estimated with assumptions to site surface and seismic zone. If engineering is requested, then the quantities will be adjusted to the engineered plans. If the tie down option is not taken, LESSEE assumes liability; (4) where alternate steps are needed (temporary steps furnished but steps may not meet all local codes); (5) where state/federal prevailing wages are required (unless quoted otherwise); (6) where axles, tires and tow bars need to be removed; (7) where extra trip charges are needed if LESSEE stops work in progress; (8) where grade for ramping is different than 30” to 36” from door threshold to ramp entrance; (9) where LESSEE delays the delivery of the equipment greater than 30 days from proposed delivery date. If LESSOR is unable to deliver the leased equipment due to LESSEE's site delays, a storage fee will begin thirty (30) days after the predetermined delivery date. LESSEE agrees to pay a pro-rated monthly storage fee at a rate of $1.00 per square foot of each floor until LESSEE is able to take delivery. If space is unavailable, LESSEE must either transport to an alternative site or LESSOR will do so unilaterally and pass the expense to LESSEE. If the leased equipment remains undeliverable after four months, the contracted rental rate will commence at that time; (10) where lease is cancelled prior to delivery of equipment and LESSOR has made modifications to the building or performed scope of work items. LESSEE also agrees to pay any fines, servicing costs, sales taxes, use taxes, personal or real property taxes and other use taxes, and all assessments and other governmental charges whatsoever payable on LESSEE’s use, possession, rental, shipment, transportation, delivery or operation thereof. If a lease is terminated early, the remaining contractual balance shall be immediately due and payable, unless waived by LESSOR in its sole discretion.

7. Delivery and Return of Leased Equipment
LESSOR shall not be liable to LESSEE for any failure or delay in delivering the leased equipment. By taking delivery thereof, LESSEE acknowledges that the leased equipment is in good working condition, free of any physical defect or damage, and is fit for the purpose for which it is leased. Further, the leased equipment shall remain at the delivery site until the termination of the lease, at which time LESSOR shall pick up the leased equipment. The leased equipment shall not be moved without LESSOR’s prior written consent. Two weeks’ notice is required prior to equipment return date. Rent is required to be paid until the leased equipment is picked up. Delivery and return costs will be quoted at time of rental. However, return costs are to be at the prevailing rate at termination of lease, thus they are subject to change depending on special circumstances such as fuel costs and delivery routes.

8. Eligible Use, Assignment, and Subletting
LESSEE shall use or permit the use of the leased equipment only for lawful purposes and operate in compliance with all laws. LESSEE shall use the interior of the equipment only for typical office, storage or restroom purposes and shall not in any scenario use the interior of the equipment for agriculture purposes. If the leased equipment is used by LESSEE or by any party in association with unlawful or ineligible purposes prior to it being returned to LESSOR, this shall result in an immediate DEFAULT of the lease. LESSEE agrees to reimburse LESSOR upon demand for any and all damages and incidental costs LESSOR incurs, including, but not limited to, time and cost expenses associated with participating in governmental administrative or law enforcement processes, attorney fees, and remedial costs. LESSEE shall not assign, transfer, sublet, or in any way assign its rights hereunder, and shall not pledge, permit to be liened, mortgaged, or otherwise encumber its rights or interests hereunder. All third-party claims of possession, interest or ownership by or through LESSEE as stated herein, shall be deemed invalid. LESSOR may assign its rights hereunder without notice to, or consent from, LESSEE.

9. Non-Liability of LESSOR and Indemnification
Unless caused solely by LESSOR’s gross negligence or willful misconduct, LESSOR shall not be liable to LESSEE for any third party claims, actions, suits or proceedings of any kind and nature whatsoever, including any damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees based on, arising out of, connected with or resulting from the leased equipment or by the use, maintenance, operation, handling or storage thereof, for the loss of LESSEE’s business or damages whatsoever or howsoever caused or for LESSEE’s obligations under this Lease (hereinafter “Claim(s)”), including, without limitation, Claims relating to ownership, use, possession or disposal of the leased equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the leased equipment (regardless of whether the same are discoverable by LESSOR or LESSEE), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the leased equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after LESSOR has taken possession of the leased equipment after termination of this Lease, provided that such Claims do not relate to LESSEE’s use, possession or operation of the leased equipment, or (b) any Claims that result from the gross negligence or willful misconduct of LESSOR. If any Claim is made against LESSEE or LESSOR, the party receiving notice of such Claim shall promptly notify the other, as set forth in Section 11, but the failure of such person receiving notice to notify the other shall not relieve LESSEE of any obligation hereunder. LESSEE shall indemnify, defend and hold harmless LESSOR, its employees and agents from any and all losses, damages, claims, demands, or liability of any kind whatsoever, including legal expenses and attorney’s fees arising from the use, condition or operation of the leased equipment.

10. Insurance Requirements
LESSEE, at its sole cost and expense, will obtain and keep in force, from the delivery date until the removal of the equipment, the following policies:
(a) Blanket Commercial General Liability Insurance providing coverage on ISO form CG 00 01 or a substitute providing equivalent coverage, and subject to policy limitations or exclusions reasonably acceptable to LESSOR, in the amount of not less than $1,000,000 per occurrence, naming LESSOR as additional insured and endorsed to state that it shall be primary and non-contributory insurance as respects to LESSOR’s insurance. All insurance held by LESSOR shall be excess, secondary and non-contributory as respects to LESSEE’s insurance. i. If LESSOR does not receive the general liability certificate prior to delivery, then the LESSEE will pay a monthly non-insurance penalty fee for each month that the LESSEE fails to provide the required certificate of insurance. Such fees shall be calculated by LESSOR at its then prevailing rate(s) and will not be refunded in arrears. LESSOR is not an insurance company and the fee is not an insurance policy. (b) Commercial property Insurance, providing coverage under ISO Cp 10 30, Causes of Loss-Special Form or the equivalent, and subject to policy limitations or exclusions reasonably acceptable to LESSOR, for an amount no less than 100% of the replacement cost of the leased equipment as established by LESSOR, with Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 13

Menifee Mayor and City Council
August 6, 2025
Page
270 of 308

Rev. Mar 24
Lease Agreement - Terms and Conditions

LESSOR added as loss payee.
i. If LESSOR does not receive the property insurance certificate as required prior to delivery or if the LESSEE selects the property Damage Waiver, then the LESSEE will automatically be enrolled in the property Damage Waiver program (program). LESSOR is not an insurance company and the program is not an insurance policy. The program only covers damage caused by fire, theft, vandalism and malicious mischief. The LESSEE is responsible for the first $2,000 in damages, per unit/per loss occurrence. The program only covers the unit itself, and LESSEE is responsible for insuring the contents. The program does not cover property damage caused by any of the following: (a) acts of God (earthquake, seismic activity, high winds, hurricane, tornado, flood), (b) acts of terrorism, (c) building contents, (d) damages caused by LESSEE or its employees, (e) collision damage from vehicles and other equipment, (f) collision damage while being transported or moved, or (g) abuse or neglect by LESSEE. The responsibility for property damage due to these perils is on the LESSEE. either party can cancel the program with ten (10) days prior written notice. If the program is canceled, the LESSEE must provide property insurance as required under section 10(b). All program fees must be paid in order for this option to be valid. If the LESSEE fails to pay their rent or the program fees, the program will be terminated automatically. Fees will not be refunded in arrears. Claims must be reported to LESSOR by fax or email within 48 hours of their occurrence.

LESSEE shall be liable for all deductible portions of all required insurance. LESSEE will deliver certificates evidencing all such insurance to LESSOR prior to delivery of the equipment, provided, however, that LESSOR shall be under no duty either to ascertain the existence of or to examine such insurance policies or to advise LESSEE in the event such insurance coverage shall not comply with the requirements hereof. each insurer shall agree by endorsement to the policy or policies issued by it or by an independent instrument furnished to LESSOR, that it will give LESSOR at least ten (10) days’ prior written notice of cancellation of the policy for nonpayment of premiums and at least thirty (30) days’ prior written notice for alteration or cancellation due to any other reason or for non-renewal of the policy. If the insurers are unable to or unwilling to provide such notice, LESSEE shall provide such notice. All required insurance shall be maintained with insurance companies rated A- X or better by AM Best (or an equivalent rating by another nationally recognized insurance rating agency of similar standing) or with other insurance companies satisfactory to LESSOR.

11. Accidents or Claims
LESSEE shall within 24 hours after any property damage or casualty event involving the leased equipment notify LESSOR by telephone, and within 48 hours notify LESSOR in writing. Said report shall state the time, place, and nature of the event, the damage sustained, the names and addresses of persons involved, persons injured and witnesses, and any other information relating to said event and it shall promptly forward to LESSOR all correspondence, notices or documents received in connection with any claim or demand relating to the leased equipment or its operation, and shall aid in the investigation and defense of all such claims and demands.

Nothing herein shall be deemed to modify the provisions of the paragraph herein in which LESSEE holds LESSOR harmless and indemnifies LESSOR against all these matters, and LESSOR shall have no responsibility to take any action whatsoever in the event of such casualty.

12. Maintenance and Damage
LESSEE shall at LESSEE’s own expense, and at all times, keep the equipment in good and efficient working order, condition and repair and shall maintain thereon such identification of ownership as LESSOR may require. LESSOR will maintain and make any repairs required from normal use to the roof, doors, windows, light fixtures, heating, ventilating and air conditioning systems (HVAC), except that LESSEE shall replace HVAC filters, light bulbs and ballasts as required and pay for any damage caused by the LESSEE. LESSEE shall bear the risk of damage, theft or destruction of the leased equipment from every cause, except as outlined in paragraph 10(b) (i), if selected and shall make all replacements, repairs or substitution of parts of equipment thereon at its expense, all of which shall constitute LESSEE’s obligatory maintenance of the leased equipment. If LESSEE does not adequately maintain the equipment or adequately repair any damage for which LESSEE is responsible, LESSOR shall have the option to perform the maintenance or repair at LESSEE’s expense. LESSEE shall at its expense provide adequate janitorial service to keep the leased equipment in good condition, fair wear and tear excepted. On termination of this lease, the leased equipment shall be returned to LESSOR in the same condition as when delivered, fair wear and tear excepted. In the event that the leased equipment is completely destroyed beyond repair, LESSEE shall continue to pay rent to LESSOR, until the LESSOR is made whole through receipt of full payment for the replacement cost of the leased equipment.

13. Inspection by LESSOR
LESSOR may inspect the leased equipment at any reasonable time and may provide a notice of non-responsibility or preservation of LESSOR’s interest.

14. Default
An event of default will have occurred if LESSEE: (a) does not pay rent when due, or otherwise fails to perform as required under this Lease or under any other agreement with LESSOR, (b) becomes insolvent, assigns its assets for the benefit of creditors, or enters (voluntary or involuntarily) into a bankruptcy or receivership proceeding, (c) shall suffer an adverse material change in its financial or business condition from the date hereof and as a result LESSOR deems itself insecure or (d) uses the equipment in an ineligible way, such as use of the interior of the equipment for agriculture purposes, which is prohibited.

15. Remedies
Upon the occurrence of an event of default, LESSOR may, in its sole discretion, (a) do one or more or the following with respect to all or part of the leased equipment, concurrently or separately: (i) demand the return of the leased equipment, (ii) enter upon LESSEE’s premises and without any court order or other process of law, repossess and remove all or part of the leased equipment, or render the leased equipment unusable without removal, either with or without notice to LESSEE and with or without terminating this Lease, and LESSEE hereby waives any trespass or other right of action for damages by reason of such entry, removal, or disabling of the leased equipment, (iii) proceed by appropriate court action or actions either at law or in equity to enforce performance by LESSEE of the applicable covenants of the Lease, (b) demand and recover judgment for the remaining balance of all rent due through the remaining term of the lease, and recover all other amounts due hereunder and any other damages caused by such default, and (c) exercise any other remedies available under the Uniform Commercial Code or any other law. All of LESSOR’s rights and remedies hereunder and at law and in equity shall be cumulative; any waiver of such rights or remedies must be in writing, and a waiver of LESSOR’s rights or remedies on one occasion shall not constitute a waiver of any other existing or future right or remedy. Should LESSOR be required to take possession of the leased equipment, LESSEE agrees to pay the cost of repossession, storing, shipping, and repairing the leased equipment.

16. LESSEE’s Possession on Termination
If LESSEE retains possession of the leased equipment beyond the Rental Order term expiration date without proper written renewal notice, LESSOR shall have the option of (a) deeming this Lease renewed as a month to month tenancy per LESSOR’s standard rental rates at such time, as determined by LESSOR in its sole discretion, or (b) repossessing its leased equipment and other property at any time without notice.

17. Attorney’s Fees, Collection Fees, Interest
If LESSEE defaults on this Lease, LESSOR shall be entitled to recover from LESSEE all items of damages, costs and expenses, including court costs, reasonable attorney’s fees and repossession fees, incurred by LESSOR to enforce its rights and remedies hereunder, whether suit is filed or not, and including all attorneys’ fees and costs incurred in any bankruptcy proceeding. LESSOR shall also be entitled to interest on delinquent invoices at the rate of 1.0% per month or the maximum rate permitted by law until such invoice is paid in full.

18. Miscellaneous; Consent to Jurisdiction; Jury Waiver This Lease shall be construed and interpreted under the laws of the state in which the equipment is located. LESSEE consents to the jurisdiction of state and federal courts located in the state of Washington for the determination of all disputes arising under this Lease. All signed copies shall constitute duplicate originals.

THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY. The Parties shall endeavor to resolve their disputes by first discussing any such disputes in person and in good faith. If the Parties' direct discussions fail to resolve any and all issues, any controversy or claim arising out of or relating to this Lease, its enforcement or interpretation or because of an alleged breach, default or misrepresentation in connection with any of its provisions, shall be resolved by arbitration pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association.

19. Entire Agreement
This Lease, and any Rental Order issued in connection herewith, contains the entire agreement between the LESSOR and LESSEE and may not be altered, modified, terminated or otherwise changed unless agreed to in writing by LESSOR. This Lease contains the entire understanding of the parties and supersedes any other document from the LESSEE or any other agreement, including verbal, among the parties.

20. Notices
All notices required under the terms and provisions of this Lease shall be in writing and shall become effective three (3) days following mailing if mailed by US certified mail, or upon receipt if given in any other manner, addressed to pacific Mobile Structures at PO Box 1404, Chehalis WA 98532, and to LESSEE set forth on the face page hereof, or at such other address as either party may designate in writing. The payment remittance address is to pacific Mobile Structures at PO Box 24747, Seattle WA 98124.

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 14

Menifee Mayor and City Council
August 6, 2025
Page
271 of 308

[email protected]
Insurance Requirements
Date: 6/26/2025

Company:

City of Menifee
29844 Haun Rd
Menifee, CA 92586-6539

Contact:

Site Location:

City of Menifee
29714 Haun Rd
Menifee, CA 92586-6540

Site Contact:

Michael Thompson
Cell: 951.816.0977
Office: 951.784.8990

Thank you for your business!
In accordance with our Lease/Rental Terms and Conditions, under section 9, the RENTER, at its sole cost and expense, will obtain and keep in force, from the delivery date until the removal of the equipment, the following policies:

• Blanket Commercial General Liability Insurance, providing coverage on ISO form CG 00 01, or a substitute providing equivalent coverage, and subject to policy limitations or exclusions reasonably acceptable to Pacific Mobile Structures, Inc. (PMSI), in the amount of not less than $1,000,000 per occurrence, naming PMSI as additional insured and endorsed to state that it shall be primary non- contributory insurance as respects to PMSI’s insurance.

• Commercial Property Insurance, providing coverage under ISO CP 10 30, Causes of Loss -Special Form or the equivalent, and subject to policy limitations or exclusions reasonably acceptable to PMSI, for an amount no less than 100% of the replacement cost of the leased equipment, with PMSI added as loss payee.

Please send this form to your insurance carrier prior to the scheduled delivery date of your building and have the insurance certificate sent directly to Pacific Mobile Structures via email or fax. Please see the attached example of an acceptable insurance certificate.

Unit # Value Manufacturer Year Mfg. Serial #
6237 $312,536.88 Silver Creek 2020 6237

Renter will give PMSI at least ten (10) days' prior written notice of cancellation of the policy for nonpayment of premiums and at least thirty (30) days' prior written notice for alteration or cancellation due to any other reason or for non-renewal of the policy. If the insurers are unable to or unwilling to provide such notice, Renter shall provide such notice. Al required insurance shall be maintained with insurance companies rated A- X or better by AM Best (or an equivalent rating by another nationally recognized insurance rating agency of similar standing) or with other insurance companies satisfactory to PMSI.

Please Note:

If PMSI does not receive the General Liability Insurance Certificate prior to delivery, then the Renter will pay a monthly non-insurance penalty fee for each month that the Renter falls to provide the required certificate of insurance. The fee is calculated as follows: Dollar Value of Rental Unit divided by 100, multiplied by $0.30.

If PMSI does not receive the Property Insurance Certificate as required prior to delivery, then the Renter will automatically be enrolled in the Property Damage Waiver Program, at the Renter's expense, at a monthly cost of 9% of the current monthly rental fee.

We are here to help! Please contact Franci Wolf for any insurance related questions or concerns Phone: 360.345.1576 Fax: 360.748.0578 Email: [email protected]

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 15

Menifee Mayor and City Council
August 6, 2025
Page
272 of 308

Pacific Mobile Structures, Inc. is named as additional insured for general liability and loss payee on any and all, current and future, leased mobile units and equipment.

JECT

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
Month/Date/Year
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

Insurance Agent/Broker Name
Insurance Agent/Broker Street Address or P.O. Box
City, State, and Zip Code

CONTACT
NAME:

PHONE
(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE

FAX
(A/C, No):

NAIC #
Contact and Phone Number
INSURER A : Name of Insurance Enter NAIC #

INSURED

Customer Name
Customer Street Address or P.O. Box
City, State, and Zip Code
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

Name of Insurance Company (if applicable)
Name of Insurance Company (if applicable)
Enter NAIC #
Enter NAIC #
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY

ADDL SUBR

INSD WVD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

EACH OCCURRENCE
LIMITS
$ 1,000,000
x CLAIMS-MADE x OCCUR X
Enter Policy Number

Enter

Enter

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
$ 100,000
$ N/A
Effective Expiration PERSONAL & ADV INJURY $ 1,000,000

GEN'L AGGREGATE LIMIT APPLIES PER:

Date Date
GENERAL AGGREGATE $ 2,000,000
x POLICY PRO-
OTHER:

LOC

PRODUCTS - COMP/OP AGG $ 1,000,000
$

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

UMBRELLA LIAB

EXCESS LIAB

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY

OCCUR

CLAIMS-MADE

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $

PROPERTY DAMAGE
(Per accident)
$

EACH OCCURRENCE $
AGGREGATE $
DED RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

Y / N

N / A

PER

STATUTE
E.L. EACH ACCIDENT
$
OTH-
ER
$
(Mandatory in NH)
If yes, describe under
E.L. DISEASE - EA EMPLOYEE $
DESCRIPTION OF OPERATIONS below
Other: Property, Equipment, Inland Marine, etc.

All rental and lease equipment, which shall
include all mobile office and storage containers,
as provided by written contract with lessor/lessee
loss payee

Enter Policy

Enter
Effective
Date

Enter
Expiration
Date
E.L. DISEASE - POLICY LIMIT $

Insurance
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

Pacific Mobile Structures, Inc. is named as additional insured for general liability and loss payee under property insurance maintained by RENTER on any and all, current and future, leased mobile units and equipment.

CERTIFICATE HOLDER CANCELLATION

Pacific Mobile Structures, Inc.

Attn: Franci Wolf
P.O. Box 1404
Chehalis, WA 98532
Phone: 360.345.1576 Fax: 360.748.0578
[email protected]

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

V1 03.19.19
REV. Feb.. 2020
Number Coverage Limits
A
$
$
B
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 16

Menifee Mayor and City Council
August 6, 2025
Page
273 of 308

Call 800.225.6539 or visit us at pacificmobile.com

OFFICE PACKAGES

1 Standard Desk 30" x 60"

2 Padded Folding Chairs
1 2-Drawer Metal File Cabinet
1 Executive Rolling Chair 1
1 Chair Mat 1
1 Small Whiteboard 1
1 Small Garbage Can 1
1 Mobile Pedestal (2-Drawer) 1
Height-Adjustable Desk 30" x 60" 1
Stackable Side Chairs 2
Storage Cabinet 72”H x 36”W 1
Standing Anti-Fatigue Mat 1

ACCESS PACKAGES

1 OSHA Steps with Platform 1

1 Boot Scraper 1
1 Entrance Mat 1
Canopy System 1

CONFERENCE/LUNCH ROOM PACKAGES
Each Package Supports Up to 8 People

2 Folding Tables (6')

8 Padded Folding Chairs
1 Large Whiteboard 1
1 Large Garbage Can 1
Training Tables 30” x 60” 2
Stackable Side Chairs 8
CAFÉ PACKAGES

1 Folding Table (6')

1 Mini Refrigerator
1 Coffee Pot
1 Microwave 1
1 Large Garbage Can 1
Training Table 30” x 60” 1
Full-Size Refrigerator 1
Keurig POD Coffee Maker 1
All items are subject to available inventory. The listed prices are monthly rates and apply exclusively to the specified accessories; pricing may vary for different options.

Quantity, availability, finishes/styles, and condition may differ by location. Prices are based on a minimum rental period of 3 months. Shorter rental periods will incur additional fees.

Excessive quantities of furniture may incur additional installation/rental charges.

PRO - $125
PRO - $99
PRO - $65 BASIC - $49
PRO - $135
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 17

Menifee Mayor and City Council
August 6, 2025
Page
274 of 308

Call 800.225.6539 or visit us at pacificmobile.com

OFFICE, BREAKROOM, STORAGE & ACCESSORIES

30” x 60” desk with matching 2-drawer
laminate mobile pedestal and chair mat.
30” x 60” desktop on an electronic height-
adjustable base. Comes with a 2-drawer
laminate mobile pedestal, chair mat, and
anti-fatigue standing mat.

Standard 30” x 60” desk with matching
2-drawer laminate mobile pedestal,
combined with an executive chair and
chair mat.
30” x 60” multi-purpose training table.

Can be used in break areas and kitchens
or combined with other training tables for
conference rooms.

Rectangular gray resin folding table.

Available in 6’ or 8’ lengths, both 30” deep.

Fully adjustable ergonomic mid-back
rolling executive chair for desks,
workstations, and conference tables.

Guest, breakroom, or budget conference
chair made with a comfort-molded plastic
seat and steel frame. Armless, stackable,
and on wheels.

Basic or padded steel folding chair with a
triple-welded cross brace for stability.

Dry-erase whiteboard with aluminum
frame. Dimensions: 24” x 36” or 36” x 48”.

Vertical 2 or 4-drawer heavy-duty file
cabinet.

Heavy-duty large metal free-standing
cabinet. Dimensions: 72” H x 36” W.

Adjustable-shelf laminate bookcase 48”H.

Mini or Full Size refrigerator with top-
freezer.

Standard countertop microwave. Coffee Pot or Keurig POD-based coffee maker.

3.25 or 23 Gallon Garbage Can.

All items are subject to available inventory. The listed prices are monthly rates and apply exclusively to the specified accessories; pricing may vary for different options.

Quantity, availability, finishes/styles, and condition may differ by location. Prices are based on a minimum rental period of 3 months. Shorter rental periods will incur additional fees.

Excessive quantities of furniture may incur additional installation/rental charges.

$40

$85

$50

$25

#1405

$8

#1406
#1407

#1424
#1432

$40
#1423

#1403

#1438
#1422

#1439

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 18

Menifee Mayor and City Council
August 6, 2025
Page
275 of 308

Call 800.225.6539 or visit us at pacificmobile.com

STEP & RAMP SYSTEMS

Aluminum adjustable ramp system with
a high-grip surface, fully customizable to
match your specific needs.

OSHA-compliant aluminum step with a 40”
x 60” platform and an adjustable threshold
ranging from 26” to 40”.

OSHA Clip-On Canopy. Bolt-down boot scraper with heavy-duty bristles. Dimensions: 1.53” L x 6.02” W.

Entrance mat.

SECURITY & CONTAINER ADD-ONS

Security door bars on all exterior doors. Security window bars on all exterior windows.
74 mm Heavy-duty steel padlock. Additional Shelving Racks and Pipe Racks available for rent.

BUILDING ENHANCEMENTS

Price is per linear foot. Our team will work
with you to develop the perfect solution!
Wall-mounted 36” deep plan table. Price and size will vary based on the design. Call us today to customize your
coffee bar!
1-inch horizontal slat light-filtering vinyl
blinds on all windows.

Cost is per square foot. Call us today to
learn more!

#1020

$40

$30

$5

$25

Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 19

Menifee Mayor and City Council
August 6, 2025
Page
276 of 308

Addendum to Lease Agreement #RO013821
with City of Menifee
Dated June 26, 2025

Section 18
In the second sentence replace "Washington" with "California".

Agreed and Accepted by:

______________________________ ________________________________ City of Menifee Pacific Mobile Structures, Inc.

Authorized Signature Authorized Signature
Item Title: 10.8
Agreements with Pacific Mobile Structures, Inc. for Menifee Police Department Modular Buildings Item Page Number: 20

Menifee Mayor and City Council
August 6, 2025
Page
277 of 308

CITY OF MENIFEE
SUBJECT: Agreement and Bonds for Landscape Improvements, Tract Map 37408, Legado by Lennar Homes of California, LLC
MEETING DATE: August 6, 2025
TO: Mayor and City Council
PREPARED BY: Amanda Backlund, Assistant Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Landscape Improvement Agreement and bonds to guarantee the completion of the required public streetscape improvements for Tract Map 37408, Legado Planning Areas 2 and 4, by Lennar Homes of California, LLC., located south of Rouse Road and west of Sherman Road.

DISCUSSION
Tract Map 37391 (TM 37391), also known as Legado (Project), is an approved subdivision that consists of 331 gross acres of land to be subdivided into 18 lots for residential, commercial, and park use, and 28 lots for roads and utilities. TM 37391 was recorded to establish the Project’s planning areas to be further subdivided in the future. The Project is located east of Encanto Drive, south of Rouse Road, west of Antelope Road, and north of Chambers Avenue.

In 2024, Lennar Homes of California, LLC (Developer) purchased the first phase of the Project, entered into improvement agreements with the City for construction of backbone infrastructure, and began preparing the associated tract maps within the first phase. As part of this work, the Developer also prepared landscape improvements for Tract Map No. 37408, located within Planning Areas 2 and 4.

The Developer is now requesting the approval of a Landscape Improvement Agreement (Agreement) and bonds as required by the Project’s conditions of approval. The Agreement requires that the improvement bonds be posted to guarantee the completion of the required improvements within 24 months from the date of City Council approval.

Item Title: 10.9
Agreement and Bonds for Landscape Improvements, Tract Map 37408, Legado by Lennar Homes of California, LLC Item Page Number: 1

Menifee Mayor and City Council
August 6, 2025
Page
278 of 308

City of Menifee Staff Report
Legado – Landscape Improvement Agreement
August 6, 2025