Agenda — Temecula City Council, February 22, 2022 (part 2 of 3)

Requested By: LTINA08, Printed: 9/19/2019 8:46 PM

F�CHInIT "(IL"
LEGAL DES!CRIPTION CIF RF.,A1, PROPERTY
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THOSE PORTIONS OF PARCEL 2 AND PARCEL 3, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BGOR 135 PAGES 85 An 96, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

C014MENCING AT THE MOST EASTERLY CORNER OF SAID PARCEL 2, SAID POI21T ALSO LIES ON THE WESTERLY RIGHT OF WA_ OF YNEZ ROAD, 100.00 FEET WIDE, AS SHOWN ON SAID PARCEL MAP 19677;
THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41 DEGREES 51' -
27" WEST 67.00 FEET TO THE BEGINNING OF A TAQNGEMT CURVE, CONCAVE NORTHEASTERLY AND IIAVIN►, A :RADIUS OF 1725.00 FEET)
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12 a
DEGREES 29' 20" AkM A224 ARC LENGTH OF 376.00 FEET TO THE "TRUE POINT dP BEGINNINa";
THENCE. LEAVING SAID CURVE SOUTH 6.7 DEGREES 20' 59" WEST, 717.63 _
FEET; TO A POINT. ON THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SAID POINT ALSO BEING A POINT ON THE. NORTHEASTERLY RIGHT OF WAY OF 114TERS'TATE 15 )
THENCE NORTHWESTERLY ALONG SAID SOUTH ZSTERLY BOUNDARY NORTH 47 DEGREES 44' 4S" WEST, 11.99 FEET;
THENCE NORTH 28 DEGREES 05' 37" WEST, 300.01 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2;
THENCE NORT11 51 DEGREES 04' 05" EAST, 709.0.3 FEET TO THE

INTERSECTION WITH THE WESTERLY SIDELINE OF YNEZ ROAD, SAID .

INTERSECTION BEING A POINT ON A CURVE, CONCAVE TO THE EAST AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO WHICH 132ARS SOUTH 76 a
DEGREES .13' SO" WEST;

THENCE SOUTHEASTERLY ALONG SAID WESTERJ,Y SYDELINZ OF YNEZ ROAD AN ARC DISTANCE OF 469.71 FEET THROUGH A CENTRAL ANGLE OF 15 DEGREES 36' 04" TO TEE "TRUE POINT OF BCGINNIN's .
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Order: 92010839 Page 3 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

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TOGETHER WITH THE FOLLOWING EASEMENT:

AN EASEMENT FOR ACCESS PURPOSES OVER DRXVEWAYS AM AN EASEMENT FOR PARKING WITHIN PJIRFING SPACES OVER PORTIONS OF WAIVED PA14CEL fW 21925 DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL 2, AS SHOWN BY PARCEL MAP 19677, ON FILE IN HOOK 135 PAGES 65 AND 86, OF PARCEL MAP11, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE MUST EASTERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF WAY OF YNEZ ROAD, 100.00 FEET WIDE, AS SHOWN ON SAID PARCEL MAP 19677;
THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41 DZaRLES 51' 27" WEST, 67.00 FEET TO THE BEGINNING OF A TANGENT' CURVE, CONCAVE NORTHEASTERLY AND IIAVING A RADIUS OF 1725.00 FEET;
THENCE PIORTRWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12 DEGREES 29' 20" AND AN ARC LENGTH OF 376,00 FEET TO THE "TRUE POINT OF BEGINNING";
THENCE LEAVING SAID CURVE SOUTH 62 DEGREES 20' 59" WEST, 698.00 FEET;
THENCE SOUTIT 52 DEGREES 05' 33" CAST, 60.42 PEST;
THENCE NORTH 62 DEGREE:' 20' 59N EAST, 180.00 FLETi
THENCE NORTH 27 DEGRERG 39' D1" WEST, 25.00 FEET;
THENCE NORTH 32 DEGREES 12' 30" EAST, 35.85 FEET;
nrENCE NORTH 62 DEGREES 20' 59" E%ST, 73,00 FEET;
THENCE SOLMI 83 DCOREES 16' 12" FAST, 23.02 FEET;
THENCE NORTH G2 DEGREES 20' 5°N EAST, 370.93 FEET TO A POINT, SAID

BEING A POINT ON A NOW-TANOENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 59 DEGREES 40' 02• 1+IEST;
THENCE NORTHERLY ALONG SAID CURVZP THROUGH A CEITTRAL ANGLE OF 00 DEGREES 49' 51" AND AM ARC LENGTH OF 25.02 FEET TO THE "TRUE POINT OF BEGINNING".
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Order: 92010839 Page 4 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

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PXSERVING UNTO GRANTOR THE FOLLOWING EASEMENT:

An easement for access purposes over driveways and an easement for parking within parking spaces over portions of Parcel 2 )f Waived Parcel Map 21925.

State OF Cidif0mia,
That portion rd d Parcel ooParcel, s 85 andln the County of 96 of Parcel Maps, n the,Office of the County as
per map recorded �
Recorder of said County, described as follows:

Beginning at the most (Easterly corner of said Parcel 2, said point also lies on the Westerly right of way of Ynex Road, 100,00 feet wide, as shown on said Parcel Map 19677, thence Northwesterly on f and having aNorth lradiu's of 1,725.00 feetest 67.00 ; the beginning of
tangent curve, concave Northeasterly
thence Northwesterly on said curve through a central angle of 12° 29' 20" and an arc length of 376.00 feet to the true point of beginning;
thence leaving said curve South 62" 20' 59" West 69a,00 feet; thence North 271 39'0t" West 20,00 feet;
thence North 44149' 27" East 39,85 feet,
thence North 62120' 59" Bast 203,00 feet;
thence South 27' 39' 01" East 20,00 feet;
thence South 62120' 59" East 42.00 feet;
thence North 46' t4' 11" East 46.84 feet;
thence North fat" 10' 59" East 369.43 feet to a point, said point being a point on a non -tangent curve concave Easterly and having a radius of 1,725,00 feet, a radial to said corner bears South 61" 27' 43" West;
thence Southerly on said curve through a central angle of 000 49' S0" and an are length of 25.01 feet to the true point of beginning.

Page 3 of 3 ends

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Order: 92010839 Page 5 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

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Order: 92010839 Page 6 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

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Order: 92010839 Page 7 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

Exhibit "C-1"
Legal Description of 2,240 Square Foot Fee Area
(Caltrans Parcel 24616-1, Portions of APN 910-271-002)
EXHIBIT "A"

LEGAL DESCRIPTION
That portion of land described in Grant Deed recorded December 5, 1994 as Instrument No_ 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A
COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 133 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63`31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54° West 934 93 feet to the POINT OF BEGINNING of said LINE 'A:' - thence departing said northwesterly line South 28°40'57° East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239, thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29'26'03A East 454.52 feet to the southwesterly comer of Parcel 4 of said Parcel Map No_ 27239; thence departing said right of way South 30°4746" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45" West 479.92 feet in said deed, said terminus bears North 47`44'29" West 431.95feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 fled in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 2,240 square feet, more or less.

Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway.

This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway_ The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances_
48-Riv-15-PM G.8 112
SJD\ 30150-0002\ 768962.2 2/10/2022

EXHIBIT "A"

LEGAL DESCRIPTION
This real property descnphon has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

Signature=
Professional Land Surveyor
Date: September 14, 2021
08-Riv- I5-PM 6.8
EXP. 12/31 / -1
2J2
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-2"
Legal Description of 8,142 Square Foot Fee Area
(Caltrans Parcel 24617-1, Portions of APN 910-271-005)
EXHIBIT "A"

LEGAL DESCRIPTION
That portion of Parcel 3 and Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of Califomia, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying southwesterly of the following described LINE "A"=
COMMENCING at the northerly most comer of Parcel Map Na. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46AE 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31' 54" West 934.93 feet to the POINT OF BEGINNING of said LINE `X-1 thence departing said northwesterly line South 28°4D'5T' East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239, thence along said southeasterly line South 63°31'57A West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'D3'° East 454.52 feet to the southwesterly comerof Parcel 4 of said Parcel Map No_ 27239; thence departing said right of way South 30AT46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A'° in the most northeasterly line of Parcel 1 of grant deed to the State of Califomia recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45° West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle pointof said northeasterly line as shown on Parcel Map No_ 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_
Containing 8,142 square feet, more or less.

Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway_
This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRAINTO R's remaining property, in and to the freeway.

The bearings and distances used in the above description are based on the California Coordinate System of 1963, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances_
08-Riv-15-PM 7_0 112
SJD\ 30150-0002\ 768962.2 2/10/2022

1:11=f � Illlif�W

LEGAL DESCRIPTION
This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature: /:71`�
Professional Land Surveyor
Date: September 14, 2021
08-Riv-15-PM 7.0
2!2
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-3"
Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2, Portions of APN 910-271-002)
EXH1Brr "A"

LEGAL DESCRIPTION
An easement for footing purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "AA:

COMMENCING at the northerly most comer of Parcel Map No. 21239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office cf the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46AE t349.87feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.03 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28'40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57' West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29"26'03A East 223.13 feet; thence departing said right of way North 62'08'09'East 10.00 feet; thence South 29°26'03' East 231.00 feet; thence South 30'47'46" East 37B.24 feet to the POINT OF TERMIN US of said LINE "AA in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1074 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47"44'45'° West 479.02 feet in said deed, said terminus bears North 47°44'29" West 397.64 feet along said northeasterly line from the southeasterly angle paint of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages B5 and B6, in said Office of the County Recorder.

Containing 3,127 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act_
Signature:

Professional Land Surveyor
Date: September 14, 2021
08-Rn+-15-PM 6.8
AL *NDV-1 I
EXP. 12/31 /21
x
ill
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-4"
Legal Description of 2,304 Square Foot Footing Easement (Caltrans Parcel 24617-2, Portions of APN 910-271-006)
EXHIBIT "A"

LEGAL DESCRIPTION
An easement for footing purposes in and to that portion of Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying northeasterly of the freeway and southwesterly of the following described LINE "Au:

COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comerbeing the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63"31'46'E 849.87 feet) of Parcel Map No. 36336filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63'3154A West 934.93 feet to the POINT OF BEGINNING of said LINE 'N'- thence departing said northwesterly line South 28'40'57° East 318.23 feet to the southeasterly fine of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63"31'57" Vlest 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'03" East 223.13 feet, thence departing said right of way North 6708'09'East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30'47'46A East 378.24 feet to the POINT OF TERMINUS of said LINE "A° in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45A West 479.92 feet in said deed, said terminus bears North 47'44'29° West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 2,304 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's
Act LAN p s
Signature
Professional Land Surveyor � � EXP. 12/31 /21
T
Date: September 14, 2021 ` c
08-Riv- 15-PM 6.9 111
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-5"
Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616-3, Portions of APN 910-271-002)
EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows:

COMMENCING atthe southwesterly comer of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said Couno; thence along the southeasterly line cf said Parcel 4 North 51°04'12' East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51"04'12° East, 10.14 feet; thence departing said southeasterly line South 2926'03" East 3.11 feet; thence South 30°4746' East, 312.57 feet to the southeasterly line of land per said Grant Deed; thence along the southeasterly line of said land South 62°20'56A West, 10.02 feet; thence departing said southeasterly line North 30"47'46" West, 312.13 feet, thence North 29°26'03' West 1.55` to the POINT OF BEGINNING_
Containing 3,147 square feet, more or less_
The bearings and distances used in the above description are based an the California Coordinate System of 1983, Zene 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in ccinform ance with the Professional Land Surveyor's Act.

Signature: fte4� A
Professional Land Surveyor
Date: September 14, 2021
08-Riv-15-PM 6.8
1/1
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-6"
Legal Description of 4,615 Square Foot Temporary Construction Easement (Caltrans Parcel 24617-3, Portions of APN 910-271-006)
EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Parcel 4 of Parcel Map No_ 27239 in the City of Temecula. County of Riverside, State of Cal ifomia, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows:

COMMENCING at the southwesterly corner of said Parcei 4; thence along the southeasterly line of said Parcel 4 North 51'04'12' East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51°04'12" East,

10.14 feet; thence departing said southeasterly line North 29"26'03'° West, 237.50 Beet; thence South 62°u8'09" West 10.00 feet; thence North 29°26'03" West 212.89 Beet to the northwesterty line of said Parcel 4, thence along said nortInwesterty line South 63031'57" West, 10.01 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09'° East 10.00 feet; thence South 29026'03" East 229.44 feet to the POINT OF BEGINNING.

Containing 4,615 square feet, more or less.

The bearingsand distances used in the above description are based on the California Coordinate S� stem of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act_
1-AND
Signature:

ProfessionEd Land Surveyor
EXP_ 12f31f21
Date. September 14„ 2021
08-Riv-1E�-PM 6.9
1}1
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-7"
Legal Description of 600 Square Foot Temporary Construction Easement (Caltrans Parcel 24617-4, Portions of APN 910-271-005)
EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Parcel 3 of Parcel Map No_ 27239 in the City of Temecula, County of Riverside, State of Cal ifomia, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Of lice of the County Recorder of said County, described as follows:

COMMENCING at the northwesterly comer of said Parcel 3; thence along the northerly line of said Parcel 3 North 63'31'54" East, 27.70 feet; thence South 28°40'57" East, 107.79 feet to the POINT OF BEGINNING; thence continuing South 28°40'57" East, 30.00 feet; thence North 61"19'03'East, 20.00 feet; thence North 28°40'57" West, 30.00 feet; thence South 61a19'03" West, 20.00 feet to the POINT OF BEGINNING.

Containing 600 square feet, more or less_
The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

Signature: �
Professional Land Surveyor
Date: September 14, 2021
08-Riv-1 -PM 7_0
1I1
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-8"
Legal Description of 500 Square Foot Footing Easement (Caltrans Parcel 25216-2) Dominant estate interest in 1 SF portion of Caltrans Parcel 25216-2 on APN 910-281-001 EXHIBIT "A"

LEGAL QESCRIPMON
An easement for footing purposes in and to that portion of land descrl bed in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE `A"_
COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 163 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63-31'46"E 849.87 feet) of Parcel Map No_ 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder, thence along the northwesterly line of said Parcel Map No_ 27239 South 63031'54" West 934.93 feet to the POINT OF BEGil NNING of said LINE "A'; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63°31 '57" West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29°26'03" East 223.13 fleet; thence departing said right of way North 62008'09'East 10A0 feet; thence South 29026'03" East 231.00 feet; thence South 3004746" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'46" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 500 square feet, more or less_
The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature:

Professional Land Surveyor
Date: September 14, 2021
08-Riv-16-Pf416-8
1}t
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "C-9"
Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216-3)
Dominant estate interest in 152 SF portion of Caltrans Parcel 25216-3 on APN 910-281-001 EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of land described in PARCEL Ain Grant Deed recorded September27, 2018, Document No. 2DlM386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows:

COMMENCING at the southwesterly comer of Parcel 4 of Parcel Map No_ 27239 filed in Book 163 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51'04'12" East, 20.26 feet; thence departing said Southeasterly line South 29'26'QX East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 30"4746" East

98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47'44'29" West 34.31 feet, thence departing said right of way North 30°4746" West 66.11 feet to said northwesterly line of PARCEL A, thence along said northwesterly line North 62°20'56" East 10.02 feet to the POINT DF BEGINNING.

Containing 822 square feet, more or less_
The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature:

Professional Land Surveyor
Date. September 14, 2021
08-Riv-15-PM 6.8
1I1
SJD\ 30150-0002\ 768962.2 2/10/2022

Exhibit "D"
Rough Depiction of Caltrans Parcels 24616-1 (see page B-2), 24616-2, and 24616-3 on APN 910-271-002; Caltrans Parcels 24617-1, 24617-2, 24617-3, and 24617-4 (see Page B-3) on APNs 910-271-005 and 910-271-006
-- 360 1 2 3 4 35 G 7 8- 9 370

68.53" .7 "CD2" N 27 51+21 yy 3 N 3233.19 W l�

70.2E Rr CDz
378+20.76 381+21.70 3233.19' -L-� 84.00' RT CD2"
° 50.04'� 388+92.52 FXI
3 9 38C I- 2 3 �4-ti 2 ,W- fi17-1 r 6 1149.9*
12�1553
N 28°07"19" W 299.94 f�159 -- — 31 a,�L _ --�--�
MITT 7 Cr
J/ ' 107.79'
4E16-3 TC +-_ -No-- 710FI,0-0,�o
T 17-3 T i'--PROPOSED�ILL l I
-\ 1 I� _9 R/W i 9
! I D' Tc � - - �YING �
} p' FDCTING _
�I I N `- _ _' EASEMENT - - -- � 21 I-20'
REDtEAS® N II�- 24f17-2 --�n==��t�-
C DIRT ROAD N I i 385+D74 30 CD2" �N + 9. PAR
I N >� 91 0-271 -005 �` !
ACCESS AND PARKING I N38° 56'26"W �- PAR 4 m
EASEMENT PER INSTR. 32.94' 910-271-006 9°1 z 2 \
REC. 5/17/1990 AS o 0 4
DDC. NO. 181869 ❑. R. a° N 26°27'73" W 36L2fl'--1--^-�ti 17 i 1 N 2E°26'59" W` 317.99' 1
hI yyr r]r 1 = N 15 1559 ----= 1547 I F------
1541 I
\COMPL. NO. 2259
PARCEL MAP 219Z5)
EC850112717969 D.R.
c/L olRr Rona I I
REC. 511711990 D.R. PAR 5 l l PAR 2 I! I
l� 910-271-007LI
¢ I 1 e
j M I I A
P/L
POR'S PAR 2 & PAR 3
5� 910-271-OD2
w I I
w w 1 I.
1 5' j �I
! n=15°35'56" o I
R=}724.86, 49 PAR 6
L=469.60� f 910-271-005 x ?
L I
1544 —`1.. i , (N 8 e°r3.
3" 1 5'08"
�1 :�~ 3p. 81 13, s, C'
R 674 1 s4 (C.285 T4" RED ] £ PAR ]
B 6`
� rs°
jYN�� D L c Lse es h cR 00. 886,k1j rob
D�
GU
h
Bq ``"dAvT 151
PARCEL#
TITLE
OWE

GRANTOR
AREAS (square feet or as noted)

REMARKS
TOTAL
RE7QUIRED [UF1
EXCESS [UF1

REMAINCER
25216-1
F
BRE 26201 iNEZ OWNER
320.131
177
119.954

PARTIAL TAKE IN FEE
25216-2
E
BRE 26201 YNEZ OWNER
500

FOOTING EASEMENT
25216-3
TEE
BRE 26201 YNEZ OWNER
022

TEMPORARY CONSTRUCTION EASEMENT
24616-1
F
YNE7 APES I[
203.501
2,240
201,261
P6RT[AL TAKE IN FEE
24616-2
E
YAE7 42RES I[
3,127

FOOTING EASEMENT
2461E-3
TEE
YNEZ ACRES I[
3,147
TEMPORARY CONSTRUCTION EASE6ENT
24617-1
F

YNEZ ACRES
3E7,027
0,142
3TS,8E5

PARTIAL TAKE IN FEE
24617-2
E
YNE2 ACRES
2,304

FOOTING EASEMENT
24617-3
T.

YNEZ ACRES
4,615

TEMPORARY CONSTRUCTION EASDENT
24617-4
TCE

YNEZ ACRES
600

TEMPORARY CONSTRUCTION EASE -ENT
SJD\ 30150-0002\ 768962.2 2/10/2022 B- 1

Depiction of Dominant Estate Interest in Portions of Caltrans Parcels 25216-2 and 25216-3 Seller has Dominant Estate Interest in an approximate 1 square foot portion of Caltrans Parcel 25216-2, which is a total of 500 square feet in size, and in an approximate 152 square foot portion of Caltrans Parcel 25216-3, which is a total of 822 square feet in size.

Caltrans Parcels 25216-2 and 25216-3 on
BRE 26201 Parcel
Detail of Caltrans Parcels 25216-2 and
25216-3 (Note 25216-1 is fee interest in BRE
26201 Parcel, which does not overlap access
and parking easement
3 4 375 6 7 8

72.46' RT "CD2"- - - -
378+09.38

84.21' RT "CD2" / 1539
— — — — — — — -
377+75.38
EXIST R/W A19.
/ 2 5 21 6 -1

29. W q3N•95 7-I-
N A7° AA 82.96' RT "C62'I'
/
378+09.19 /
55'
—1
6-
/ Oj
A'l g °♦ g�'�
w 35°
1538 SEE DETAIL 'B'-`�
153
� I/ Ab, �

60.09' THIS SHEET
1N 1s°oo'39" w(R1 `� I
Al
I��N 3A 31� 33.84w
CITY OF TFD'IFCULA �
1 3�
F1�J1� I
J
\ �3A °— 66 ° 1 1
— - - �-
APPROX. 15' WIDE CERT. OF 1
1 SEWER EASEMENT PER (& WAIVER OF /
—
\
INSTR. REC MAY 16, 1991 LLA NO. 1
Iz AS DOC. NO. 163366 O.R. INSTR. 4#27790 & 277911 I
7 1 7 ° 4 2'
o i�
�1m INSTR. #1878591
25216-3 TCE S 62 20 56 W
POR PAR 2
'p„ �0 1w
A
° 910-281-001 1`D�
Detail of Caltrans Parcels 24616-1, 24616-2, and 24616-3 on APN 910-271-002 (located adjacent to BRE 26201 Parcel)
_ - ! FOR EXISTING EASEMENT IN SEE PLAN VIEW AND DETAIL B1" FOR 25 -THIS AREA SEE DETAIL "B1" EXISTING EASEMENT LOCATIONS N / 12.04' /
96/%1200 1 EXIST R/W i
A4 g1 24�93,5'��5g' .�TT� TTTf TIT T7T7• llT� ITTF ITTr 299.94' __ 1_�40� 2 10.50' _ _ _ _
311.70' -
{N 33 84' - _ - ----- ---- --- 345.54'-- ------ -
N 30°47'46' W-�'-------
3� -o ---- 312.13' _ -- 378 24'�
\ A. -_ 66. 7'4 W - -- - 312.57' 3
410.94' 10' FOOTING 3.11'

98.3��7.42' o o N 30°47'46° W-24616-3 T 10' TEMPORARY EASEMENT PROPOSED 24616-2 CONSTRUCTION EASEMENT _

R/W - - - -- ---- ------
SJD\ 30150-0002\ 768962.2 2/10/2022 B-2

Detail of Caltrans Parcels 24617-2, 24617-3, and 24617-4 on APNs 910-271-005, and 910-271-006
---oe——---------
10' TEMPORARY
_
�
o
10' TEMPORARY
70 FOOTING
CONSTRUCTION EASEMENT 24617-1

CONSTPUCTION EASEMENT
2gg17-2 N 29°26'03" W
z

EASEMENT
1149.91'
EX15T R/W 1553�
�� - 2i'>•TT
231 .39'
223.13'
_
1 - ----
_ _ _ _229.44'
--- -----
N 29----' W 231 .00

10.C1'
212.69N 23.52' /
1�
N 29°26'03' W
�10.00'
--_
- -- ------237.50'---------
N 29°26'03 W 240.61
°
N 62 08'09' E
262.97E f17TITRTTI�
63°31'S7'
1 788.63
N51°04'12"E DETAIL B"
n
-A

NO SCALE
—
24617-1 N28°40'57"W _
O 30.00' N28"40'57"
107.79'-4--
N 61'19'06" E-= N 61°19'03" E
l

20.00' --- 20.0o'
24617-4 TC
�
N28°40'57"VJ DETAIL C 30.00'
SCALD 1" = 50'
SJD\ 30150-0002\ 768962.2 2/10/2022 B-3

Exhibit "E"
Form of Grant Deeds
SJD\ 30150-0002\ 768962.2 2/10/2022

RECORDING REQUESTED BY
When Recorded Mail To

THE CITY OF TEMECULA
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of The State of
California, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-002

GRANT DEED
(CORPORATION)
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
08-Riv-15-PM 6.8

Dated this day of , 20_
YNEZ ACRES II, a California general partnership
NAME:

ITS:

BY
NAME:

ITS:

BY
NAME:

ITS:

BY
NAME:

ITS:
08-Riv-15-PM 6.8
Number

EXHIBIT "A"

LEGAL DESCRIPTION
That portion of land described in Grant Deed recorded December 5, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A":

COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 454.52 feet to the southwesterly corner of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30°47'46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 2,240 square feet, more or less.

Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.
08-Riv-15-PM 6.8 1/2

EXHIBIT "A"

LEGAL DESCRIPTION
This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature: � �� ANOy��S'
Professional Land Surveyor o
Date: September 14, 2021 12/31 /21
%,EXP.
� �N�
TF OF CAO- 11
08-Riv-15-PM 6.8 2/2

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

STATE OF CALIFORNIA

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

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
08-Riv-15-PM 6.8

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF GRANT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-002)
This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:
am
Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
an
Aaron Adams, City Manager

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-005

GRANT DEED
(COORPORATION)
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 7.0
YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
08-Riv-15-PM 7.0

Dated this day of , 20_
YNEZ ACRES, a general partnership
BY
NAME:

ITS:

BY:

NAME:

ITS
08-Riv-15-PM 7.0
Number

EXHIBIT "A"

LEGAL DESCRIPTION
That portion of Parcel 3 and Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, lying southwesterly of the following described LINE "A":

Containing 8,142 square feet, more or less.

Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining freeway.

EXHIBIT "A"

LEGAL DESCRIPTION
This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature: � AN°ti
Professional Land Surveyor ��'��PF 4 o
- g F� 3
Date: September 14, 2021 EXP. 12/31 /21
08-Riv-15-PM 7.0 2/2

STATE OF CALIFORNIA

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
08-Riv-15-PM 7.0

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF GRANT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-005)
This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
an
Aaron Adams, City Manager

Exhibit "F"
Form of Easement Deeds
SJD\ 30150-0002\ 768962.2 2/10/2022

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of the city of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-002

FOOTING EASEMENT
DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, an easement for footing, upon, over, under and across that real property in City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
08-Riv-15-PM 6.8

Dated this day of , 20_
YNEZ ACRES II, a California general
partnership
BY:

NAME:

ITS:

BY:

NAME:

ITS:

Number
08-Riv-15-PM 6.8

EXHIBIT "A"

COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 3,127 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature:

Professional Land Surveyor
Date: September 14, 2021
I- ANDy
o
EXP. 12/31 /21
08-Riv-15-PM 6.8 1/1

STATE OF CALIFORNIA

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

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
08-Riv-15-PM 6.8
(Seal)

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-002)
This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
an
Aaron Adams, City Manager

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn City Clerk
FREE RECORDING:

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-006

FOOTING EASEMENT
DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.9
YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, an easement for Footing, upon, over and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
08-Riv-15-PM 6.9

Dated this day of , 20_
YNEZ ACRES, a general partnership
m
NAME:

ITS
BY:

NAME:

ITS:
08-Riv-15-PM 6.9
Number

EXHIBIT "A"

COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47044'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 2,304 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's
Act
LAND
A.
o
g F� 13
Signature: "
Professional Land Surveyor EXP. 12/31 /21
�T9T No . 73
Date: September 14, 2021 F of CPA-M
08-Riv-15-PM 6.9 1/1

STATE OF CALIFORNIA

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
08-Riv-15-PM 6.9

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-006)
This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
an
Aaron Adams, City Manager

Exhibit "G"
Form of Temporary Construction Easement Deeds
SJD\ 30150-0002\ 768962.2 2/10/2022

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-002

TEMPORARY

CONSTRUCTION

EASEMENT DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
YNEZ ACRES II, a California general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
It is understood and agreed that included in the purchase price per the Purchase and Sale agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on
and terminate on
(Expiration Date).

Grantors shall be provided at least 30 (thirty) days advance written notice before any entry on Grantor's property, and, unless extended, the TCE shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no longer needs the Temporary Construction Easement, or (b) twenty-eight (28) months from the commencement date of the Temporary Construction Easement ("Expiration Date").

The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 6.8

Number
IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below.

Dated this day of 20
YNEZ ACRES Il, a California general partnership
BY:

NAME:

ITS:

BY:

NAME:

ITS:
08-Riv-15-PM 6.8

EXHIBIT "A"

COMMENCING at the southwesterly corner of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51 °04'12" East, 10.14 feet; thence departing said southeasterly line South 29°26'03" East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the southeasterly line of land per said Grant Deed; thence along the southeasterly line of said land South 62°20'56" West, 10.02 feet; thence departing said southeasterly line North 30°47'46" West, 312.13 feet; thence North 29°26'03" West 1.55' to the POINT OF BEGINNING.

Containing 3,147 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.
b LAND
Signature:

Professional Land Surveyor -;0
EXP. 12/31 /21
Date: September 14, 2021TgT 'Vo. 735�
F �F CA1-�F�/
08-Riv-15-PM 6.8 1/1

STATE OF CALIFORNIA

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
08-Riv-15-PM 6.8
(Seal)

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF TEMPORARY

CONSTRUCTION EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-002)
This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:
an
Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
M.

Aaron Adams, City Manager

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-006

TEMPORARY

CONSTRUCTION

EASEMENT DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.9
YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

SEE EXHIBIT "A" ATTACHED
It is understood and agreed that included in the purchase price per the Purchase and Sale Agreement Section 3 is compensation in full for the actual possession and use of the Temporary Construction Easement for a period of 28 months. Said period to commence on
and terminate on
(Expiration Date).

The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 6.9

Number
IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below.

Dated this day of 20
YNEZ ACRES, a general partnership
BY:

NAME:

ITS:

BY:

NAME:

ITS:
08-Riv-15-PM 6.9

EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Parcel 4 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows:

COMMENCING at the southwesterly corner of said Parcel 4; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 10.14 feet to the POINT OF BEGINNING; thence continuing along said southeasterly line North 51004'12" East,

10.14 feet; thence departing said southeasterly line North 29°26'03" West, 237.50 feet; thence South 62008'09" West 10.00 feet; thence North 29°26'03" West 212.89 feet to the northwesterly line of said Parcel 4, thence along said northwesterly line South 63°31'57" West, 10.01 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 223.13 feet; thence departing said right of way North 62°08'09" East 10.00 feet; thence South 29°26'03" East 229.44 feet to the POINT OF BEGINNING.

Containing 4,615 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

LAN[ SCi
Signature: y o
Professional Land Surveyor `�' z
EXP. 12/31 /21
Date: September 14, 2021 � �q� No 735�
F OF- CA1 \Fo
08-Riv-15-PM 6.9 1/1

STATE OF CALIFORNIA

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
08-Riv-15-PM 6.9
(Seal)

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF TEMPORARY

CONSTRUCTION EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-006)
This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:
an
Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
M.

Aaron Adams, City Manager

RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-271-005

TEMPORARY

CONSTRUCTION

EASEMENT DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 7.0
YNEZ ACRES, a general partnership, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

The covenants contained in this Instrument shall run with the land. 08-Riv-15-PM 7.0

ENumber 11
IN WITNESS WHEREOF, Grantor has caused this Instrument to be executed on the date set forth below.

Dated this day of , 20
YNEZ ACRES, a general partnership
BY:

NAME:

ITS:

BY:

NAME:

ITS:
08-Riv-15-PM 7.0

EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Parcel 3 of Parcel Map No. 27239 in the City of Temecula, County of Riverside, State of California, as shown on map filed in Book 183, pages 79 and 80 of Parcel Maps in the Office of the County Recorder of said County, described as follows:

COMMENCING at the northwesterly corner of said Parcel 3; thence along the northerly line of said Parcel 3 North 63031'54" East, 27.70 feet; thence South 28°40'57" East, 107.79 feet to the POINT OF BEGINNING; thence continuing South 28°40'57" East, 30.00 feet; thence North 61 °19'03"East, 20.00 feet; thence North 28°40'57" West, 30.00 feet; thence South 61019'03" West, 20.00 feet to the POINT OF BEGINNING.

Containing 600 square feet, more or less.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.
ki
Signature:

Professional Land Surveyor
EXP. 12/31 /21
Date: September 14, 2021
T9 Ho . 735�
TF OF CA1-�F�/
08-Riv-15-PM 7.0 1/1

STATE OF CALIFORNIA

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
08-Riv-15-PM 7.0
(Seal)

CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590

CERTIFICATE OF ACCEPTANCE OF TEMPORARY

CONSTRUCTION EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-271-005)
This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:
an
Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
M.

Aaron Adams, City Manager

YNEz ACRES ANDYNEZ ACRES II APNs 910-271-002, 005, 006, 007, AND 008 INTERSTATE 15
1T
-------------- -----------
ROPOSEDFASFYFN7
I Sg
F�w
1 9110-271-005
Exrsr Rnr
irFc�mvriii9sa es 910-271-006
�l I DOC. h1�. i8i869 O.R.

I I�
I' jjI
I I
I
I I 910--271-007
I 1 I
1 f j
I I
5� 91D-271 -002—
�25
I I ijl
1 , , 910-2P1-OOB
14 ✓ Fee— 2,240 SF and 8, i42 SF
✓ Footing Easement — 3,127 SF and 2,304 SF
✓ TCE - 3,147 SF, 4,615 SF, and 600 SF

Alft
c7"
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program
FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II
Circulation Project
Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215.

Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system.

Core Value: Transportation Mobility and Connectivity
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22.

Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I
Project Cost:

Prior Years
Actuals
2020-21
Adjusted
2021-22
Adopted
Budget
2022-23
Projected
2023-24 2024-25
Projected Projected
2025-26
Projected
Total Project
Cost
Administration
2,552,128
251,670
227,000
227,000
227,000
3,484,799
Construction
88,950,000
88,950,000
Construction Engineering
1,279
10,899,721
10,901,000
Design & Environmental
17,898,086
1,221,217
19,119,303
Land Acquisition
9,393,251
5,826,900
743,100
15,963,251
Utilities
1,993
1,993
Total Expenditures
29,846,738
107,149,508
970,100
227,000
227,000
138,420,346
Source of Funds:

CFD 01-02 (Harveston)
1,005,840
1,005,840
DIF-Street Improvements
75,360
75,360
General Fund
4,236,174
4,236,174
INFRA Grant
50,000,000
50,000,000
Measure A
1,627,914
1,627,914
Measure S
454,000
3,837,485 970,100 227,000 227,000
5,715,585
Reimbursements
6,008,000
6,008,000

SAFETEA-LU
1,602,360
1,602,360
STIP-Surface Transportation
47,600,000
47,600,000
Improvement Program

TUMF (CETAP/RCTC)
472,841
999,668
1,472,509

TUMF (RCTC)
2,343,000
2,343,000

TUMF (WRCOG)
11,450,112
5,283,492
16,733,604
Total Funding
27,673,241
109,323,005 970,100 227,000 227,000
138,420,346
Future Operating & Maintenance Costs:
71 Alk
c7"
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program
FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II
Circulation Project
2021-22
Prior Years
2020-21 Adopted 2022-23 2023-24 2024-25 2025-26
Total Project
Project Cost:

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Total Operating Costs
Notes :

1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds.

2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000).

3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW.

4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II.

5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II.

6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I.

7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match).
72 pF TF.q£C
G" French Valley Parkway/I-15 Improvements - Phase 11
Circulation Project Location
0 400 800 Feet
Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 10

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve Possession and Use Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-100-018 in Connection with I-I5/French Valley Parkway Improvements — Phase II, PW 16-01 PREPARED BY: Amer Attar, Engineering Manager
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN POSSESSION AND

USE AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA
D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES,
TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE
FINANCIAL SOLUTIONS, INC., STEVEN WILLIAMS AND

BRENDA JORDON, SUCCESSOR CO -TRUSTEES, AND
HOWARD OMDAHL IN CONNECTION WITH I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS
OF APN 910-100-018)

2. Authorize the City Manager to approve and execute all necessary documents, including those in substantially the form attached to the Agenda Report, with such changes as mutually agreed to between the City Manager and the Owners of APN 910-100-018 that are approved by the City Attorney's office, and take all necessary actions to effectuate the possession and use of the approximate 11,516 square foot fee area from and the approximate 6,741 square foot temporary construction easement and 6,901 square foot temporary construction easement on APN 910-100-018 more particularly described in the Exhibits to the

Possession and Use Agreement attached to the Agenda Report, including applicable escrow documents.

BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements - Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements.

On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II. In addition, Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed that the City may acquire properties located in the City of Murrieta in connection with Phase II.

The City seeks to acquire the Subject Fee Property and Temporary Construction Easements (collectively "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II.

Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interest at the fair market value as determined by the City's independent appraiser based on a February 19, 2021 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests.

The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 11, 2021 to the record owners of the Property, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees ("Owners"), to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. During the course of negotiations, the City learned that there is a pending action between Foursquare Financial Solutions, Inc. and Howard Omdahl ("Omdahl") in connection with the one-fourth recorded interest of Foursquare Financial Solutions, Inc. in the Property. The Parties agreed that it would be necessary to wait for the issues in the pending action to be resolved to proceed with a Purchase and Sale Agreement for the Subject Property Interests. Accordingly, the Parties agreed to enter into the attached Possession and Use Agreement ("Agreement"), subject to the approval of the N

City Council, to authorize the City to use and possess the Subject Property Interests. The Parties contemplate entering into a Purchase and Sale Agreement after the pending action is resolved.

Pursuant to the Agreement, the Owners grant to the City, its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests as of the date the Agreement is fully executed by the Parties. Omdahl consents to the Owner's grant of possession. The term of the City's use of the Temporary Construction Easements is thirty-four (34) months from the Effective Date.

The Agreement provides that the City will deposit with Escrow the sum of $196,300 ("Compensation Amount") for the benefit of the Owners and/or Omdahl (as to a one-fourth interest). Said Compensation Amount is the all-inclusive Purchase Price that the City and Owners agreed to for the City's purchase of the Subject Property Interests. As noted above, however, the parties cannot proceed with a Purchase and Sale Agreement until the pending action is resolved.

In consideration for the Owner's irrevocable grant to the City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225 ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for undisputed three -fourths (3/4) interest in and to the Property. The sum of $49,075, which represents one-fourth of the Compensation Amount, will remain on deposit in Escrow pending resolution of the pending action between Foursquare Financial Solutions, Inc. and Omdahl regarding the disputed one-fourth (1/4) interest in and to the Property.

The Agreement also provides that if the Parties are not able to enter into a Purchase and Sale Agreement and clear the encumbrances on title within 240 days of the Effective Date, the City may commence an eminent domain proceeding to acquire the Subject Property Interests by eminent domain. The Parties agree that the only issue in any such eminent domain proceeding shall be the issue of just compensation. In such case, if the City fails to file an eminent domain proceeding within 450 days of the Effective Date and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. The only issue in any such inverse condemnation proceeding shall be the amount of just compensation for the Subject Property Interests. Pursuant to the Agreement, the Parties will record a Memorandum of Possession and Use to provide record notice regarding the City's rights to possess and use the Subject Property Interests.

The environmental effects of the acquisition and proposed use of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition and proposed use of the Subject Property Interests. A re -validation of the 3 Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition and use of the Subject Property Interests.

FISCAL IMPACT: The French Valley Parkway/ I-15 Improvements — Phase II project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26.

The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $520,000 for the City's purchase of the two partial fee acquisitions, the three temporary construction easements, and the two footing easements plus any escrow -related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts.

ATTACHMENTS: 1.

Resolution

2. Possession and Use Agreement with Exhibits
Exhibit "A" — Legal Description of Subject Fee Property (Caltrans Parcel 24623-1)
Exhibit "A-l" — Legal Description of 6,741 square foot
temporary construction easement (Caltrans Parcel 24623-2) Exhibit "A-2" — Legal Description of 6,901 square foot
temporary construction easement (Caltrans Parcel 24623-3) Exhibit `B"— Rough Depiction of Subject Property Interests

3. Property Description

4. Project Description

5. Project Location
4 RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING THAT CERTAIN

POSSESSION AND USE AGREEMENT BETWEEN CITY OF
TEMECULA AND LINDA D. HUDDLESTON, TRUSTEE,
ROXANNA M. HODGES, TRUSTEE, SUSAN D. RENNO,
TRUSTEE, FOURSQUARE FINANCIAL SOLUTIONS, INC.,

STEVEN WILLIAMS AND BRENDA JORDAN,

SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN
CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF
APN 910-100-018)

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the 1-15/I-215 junction with connectors to I-15 and I-215.

B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26.

C. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant to Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the property interests needed for Phase II.

D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire

real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19).

E. Phase II requires the acquisition in fee of an approximate 11,516 square foot fee area ("Subject Fee Area") from that certain vacant property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta, California identified as Riverside County Tax Assessor's Parcel Number 910-100-018 ("Property") described more particularly on Exhibit "A" to the attached Possession and Use Agreement. The City also needs to use that certain approximate 6,741 square foot temporary construction easement and the approximate 6,901 square foot temporary construction easement on APN 910-100-018 for a term of thirty-four months described on Exhibit "A-l" and Exhibit "A-2" (collectively "Temporary Construction Easements"), respectively, to facilitate the construction of Phase II.

F. The City seeks to acquire the Subject Fee Property and Temporary Construction Easements (collectively "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II.

G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser based on a February 19, 2021 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 11, 2021 to the record Owners of the Property, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees ("Owners") to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. During the course of negotiations, the City learned that there is a pending action between Foursquare Financial Solutions, Inc. and Howard Omdahl ("Omdahl") in connection with the one-fourth recorded interest of Foursquare Financial Solutions, Inc. in the Property. The Parties agreed that it would be necessary to wait for the issues in the pending action to be resolved to proceed with a Purchase and Sale Agreement for the Subject Property Interests.

Accordingly, the Parties agreed to enter into the attached Possession and Use Agreement ("Agreement"), subject to the approval of the City Council, to authorize the City to use and possess the Subject Property Interests. The Parties contemplate entering into a Purchase and Sale Agreement after the pending action is resolved.

H. Pursuant to the Agreement, the Owners grant to the City, its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests as of the date the Agreement is fully executed by the Parties. Omdahl consents to the Owner's grant of possession.

The term of the City's use of the Temporary Construction Easements is thirty-four (34) months from the Effective Date.

I. The Agreement provides that the City will deposit with Escrow the sum of $196,300 ("Compensation Amount") for the benefit of the Owners and/or Omdahl (as to a one- fourth interest). Said Compensation Amount is the all-inclusive Purchase Price that the City and Owners agreed to for the City's purchase of the Subject Property Interests. As noted above, however, the Parties cannot proceed with a Purchase and Sale Agreement until the pending action is resolved. In consideration for the Owner's irrevocable grant to the City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225 ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for the undisputed three -fourths (3/4) interest in and to the Property. The sum of $49,075, which represents one- fourth of the Compensation Amount, will remain on deposit in Escrow pending resolution of the pending action between Foursquare Financial Solutions, Inc. and Omdahl regarding the disputed one-fourth (1/4) interest in and to the Property.

J. The Agreement also provides that if the Parties are not able to enter into a Purchase and Sale Agreement and clear the encumbrances on title within 240 days of the Effective Date, the City may commence an eminent domain proceeding to acquire the Subject Property Interests by eminent domain. The Parties agree that the only issue in any such eminent domain proceeding shall be the issue of just compensation. In such case, if the City fails to file an eminent domain proceeding within 450 days of the Effective Date and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. The only issue in any such inverse condemnation proceeding shall be the amount of just compensation for the Subject Property Interests. Pursuant to the Agreement, the Parties will record a Memorandum of Possession and Use to provide record notice regarding the City's rights to possess and use the Subject Property Interests.

K. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA.

Section 2. Approval of Possession and Use Agreement. The City Council hereby approves the Possession and Use Agreement Between City of Temecula, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees, and Howard Omdahl in Connection with I-15/17rench Valley Parkway Improvements — Phase II (Portions of APN 910- 100-018) in substantially the form attached, with such changes as the City Manager and Owners may mutually agree to that are approved by the City Attorney's Office.

Section 3. Environmental Analysis. The environmental effects of the acquisition and proposed use of the Subject Property Interests were studied as an integral part of the Mitigated 3 Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition and proposed use of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition and use of the Subject Property Interests.

Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager the Owners and Omdahl may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, Memorandum of Possession and Use, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein.

Section 5. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22"d day of February, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

POSSESSION AND USE AGREEMENT BETWEEN CITY OF TEMECULA
AND LINDA D. HUDDLESTON, TRUSTEE, ROXANNA M. HODGES,
TRUSTEE, SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL
SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDAN,

SUCCESSOR CO -TRUSTEES, AND HOWARD OMDAHL IN
CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY
IMPROVEMENTS — PHASE 1I (PORTIONS OF APN 910-100-018)
This Possession and Use Agreement Between City of Temecula, Linda D. Huddleston, Trustee, Roxanna M. Hodges, Trustee, Susan D. Renno, Trustee, Foursquare Financial Solutions, Inc., Steven Williams and Brenda Jordon, Successor Co -Trustees, and Howard Omdahl in Connection with I-15/French Valley Parkway Improvements — Phase 11 (Portions of APN 910- 100-018) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("City"), on the one hand, and Linda D. Huddleston, Trustee of the Linda D.

Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D.

Renno Revocable Living Trust, dated May 20, 2015, as to an undivided one-half (1 /2) interest; Foursquare Financial Solutions, Inc., a California non-profit corporation, as to an undivided one - quarter (1/4) interest and Steven Williams and Brenda Jordan, Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986, as to an undivided (1/4) interest (collectively "Owner"), and Howard Omdahl ("Omdahl") and constitutes an agreement to authorize the City to possess and use the property interests described below in connection with the I-15/French Valley Parkway Improvements Phase II ("Project").

The City, Owner, and Omdahl are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties ("Effective Date"),

RECITALS
A. Owner is the record owner of that certain real property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta, California, and identified as Riverside County Tax Assessor's Parcel Number 910-100-018 ("Larger Parcel"). The Larger Parcel is a vacant parcel which is encumbered by a utility and roadway easement along Jackson Avenue.

B. Pursuant to Riverside County Superior Court Case Number MCC1901776 ("Pending Action"), Omdahl claims an interest in and to a 25% undivided interest in the Larger Parcel that is currently vested in Foursquare Financial Solutions, Inc., a California non-profit corporation. The interest of Omdahl is disputed by Foursquare Financial Solutions, Inc. Court hearings/proceedings in connection with said Pending Action have been continued by the -Court.

Accordingly, the Pending Action has not been resolved.

C. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I- 15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue.

As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system 11086-0204\2613831v Ldoc I

along I-15 from the Winchester Road/1- 15 interchange northerly on -ramps to just north of the I- 15/1-215 junction with connectors to I-15 and 1-215.

D. Pursuant to Cooperative Agreement 08-1667, City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II.

E. City extended to Owner a written offer dated October 11, 2021 pursuant to Government Code Section 7267.2 to purchase certain real property interests for their fair market value based on an independent appraisal that used a date of value of February 19, 2021.

Specifically, the City seeks to acquire in fee an approximate 11,516 square foot portion of the Larger Parcel ("Subject Fee Property") for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II. The approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee is identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A" attached hereto and incorporated herein by this reference. The City also seeks to acquire (i) an approximate 6,741 square foot temporary construction easement on the Larger Parcel with a term of thirty-four (34) months and (ii) an approximate 6,901 square foot temporary construction easement on the Larger Parcel for a term of thirty-four (34) months to facilitate the construction of Phase II. The approximate 6,741 square foot temporary construction easement is identified as Caltrans Parcel No. 24623-2 and described more particularly on Exhibit "A-1" attached hereto and incorporated herein by this reference. The approximate 6,901 square foot temporary construction easement is identified as Caltrans Parcel No. 24623-3 and described more particularly on Exhibit "A-2" attached hereto and incorporated herein by this reference. The approximate 11,516 square foot Subject Fee Property (Caltrans Parcel No. 24623-1), the approximate 6,741 square foot temporary construction easement (Caltrans Parcel No. 24623-2) and the approximate 6,901 square foot temporary construction easement (Caltrans Parcel No. 24623-3) are referred to below collectively as "Subject Property Interests". The Subject Property Interests are roughly depicted on Exhibit "B" attached hereto and incorporated herein by this reference.

F. City and Owner negotiated the City's purchase of the Subject Property Interests and agreed to the terms of an agreement for the City's purchase of the Subject Property Interests, but have not entered into a Purchase and Sale Agreement due to the Pending Action.

G. The City, Owners, and Omdahl wish to enter into this Agreement to authorize the City to use and possess the Subject Property interests in connection with Phase II. Nothing in this Agreement is meant to impact in any way the claims or interests of Omdahl or Foursquare Financial Solutions, Inc., in and to the undivided one-fourth (1/4) interest in the Larger Parcel that is the subject of the Pending Action. The Owners and Omdahl agree that the Pending Action involves only the one-fourth (1/4) undivided interest in the Larger Parcel vested in Foursquare Financial Solutions, Inc. and that the remaining three -fourths (3/4) undivided interest of the remaining owners in and to the Larger Parcel is not impacted by the Pending Action.

H. The Parties recognize that any delay in the start of construction of Phase II is contrary to public interest. Accordingly, the Parties have agreed to enter into this Agreement to allow City to proceed with construction of Phase II and to authorize City's possession and use of the Subject Property Interests.
11086-0204\2613831v Ldoc 2

NOW, THEREFORE, in consideration of City's payment into Subject Escrow (defined below) for the benefit of Owner as set forth in this Agreement and in consideration of the above Recitals and mutual promises, covenants and other conditions set forth herein, City, Owner, and Omdahl agree as follows:

OPERATIVE PROVISIONS

1. RIGHT TO POSSESSION OF SUBJECT PROPERTY INTERESTS.
a. Owner grants to City and its contractors, agents, representatives, employees and all others reasonably deemed necessary by City, the irrevocable right to exclusive possession, use and occupancy of the Subject Property Interests, including but not limited to, the right to conduct any hazardous materials testing required by City; the right to remove and dispose of any and all improvements within the areas of the Subject Property Interests; and the right to construct Phase II in the areas of the Subject Property Interests. b. City shall have the right to possess, occupy and use the Subject Property Interests on the date this Agreement is fully executed by the Parties ("Effective Date of Possession").

C. Omdahl consents to the grant to the City of the possession and use of the Subject Property Interests subject to the terms of this Agreement.

2. JUST COMPENSATION AND APPRAISAL. The Parties acknowledge that they negotiated the City's purchase of the Subject Property Interests for the sum of $196,300.00 (One Hundred Ninety -Six Thousand Three Hundred Dollars) ("Compensation Amount"), which is the total compensation for the Subject Property Interests set forth in the Purchase Agreement. The Parties agree that City's deposit of the Compensation Amount into an escrow account pursuant to Operative Provision 3 of this Agreement shall be equivalent to a deposit and payment under California Code of Civil Procedure Section 1255.010 and that the basis for such deposit and payment, including but not limited to any appraisal, shall be governed by Code of Civil Procedure Section 1255.060. Accordingly, the Parties agree that the Compensation Amount may not be admissible as evidence in any trial on the issue of compensation and further agree that any appraiser who prepared City's independent appraisal report or any statement concerning the deposit of the Compensation Amount into escrow may not be called to testify at any such trial on the issue of compensation unless the City designates said appraiser as its expert witness.

Furthermore, Foursquare Financial Solutions, Inc. and Omdahl specifically agree that neither this Agreement, the existence or contents of this Agreement, the Compensation Amount, nor any other information related to City's efforts to acquire the Subject Property Interests are admissible in the Pending Action, and that no person or entity may be called to testify at the Pending Action on the aforementioned matters.

3. DEPOSIT AND WITHDRAWAL OF JUST COMPENSATION IN ESCROW. a. City agrees to open an escrow ("Subject Escrow") with Fidelity National Title Company ("Escrow Holder") in connection with City's proposed purchase of the Subject Property Interests within five (5) business days of the Effective Date of this Agreement. City will 11086-020412613831vLdoc

provide to Owner and Omdahl the escrow number as soon as it is available. City shall deposit the Compensation Amount into the Subject Escrow within fifteen (15) business days of the Effective Date of this Agreement.
b. In consideration for Owner's irrevocable grant to City of possession and use of the Subject Property Interests and Omdahl's consent to said grant of possession, City will consent to the Owner's withdrawal and release of $147,225.00 (One Hundred Forty -Seven Thousand Two Hundred Twenty -Five Dollars) ("Partial Compensation Withdrawal"), which represents seventy-five percent (75%) of the Compensation Amount for the undivided one-half (112) interest of Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015 in and to the Larger Parcel and the undivided one-fourth (1/4) interest of Steven Williams and Brenda Jordan, Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986 in and to the Larger Parcel.

C. The Parties agree that $49,075.00 (Forty -Nine Thousand Seventy -Five Dollars) will remain in Escrow ("Escrow Holdback Amount") pending resolution of the Pending Action. The $49,075.00 represents one-fourth (1/4) of the Compensation Amount based on the one-fourth (114) undivided recorded interest of Foursquare Financial Solutions, Inc. in and to the Larger Parcel.
d. Owner agrees to provide written notice to City when it requests the Partial Compensation Withdrawal from the Subject Escrow. Omdahl hereby consents to said withdrawal.

Owner's withdrawal from the Subject Escrow of any portion of the Compensation Amount shall constitute the Owner's waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The payment and withdrawal from the Subject Escrow of any portion of the Compensation Amount shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in an eminent domain proceeding filed by City to acquire the Subject Property Interests. Omdahl agrees that the retention in Escrow of the $49,075.00 Escrow Holdback Amount pending the outcome of the Pending Litigation shall constitute the waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260

4. LIENS AND ENCUMBRANCES. Except for the Pending Action, Owner represents that title to the approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee, identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A" is free and clear of all liens and encumbrances (other than shown on the existing title report) or that Owner will obtain proper releases from Parties that have an interest in said areas before Owner withdraws any portion of the Compensation Amount from the Subject Escrow. If Owner is not able to obtain such releases, Owner will cooperate with City to obtain through the Subject Escrow proper releases from parties that have an interest in the Subject Fee Property.

Omdahl represents and warrants that, except for the claims and interest in and to a twenty-five percent (25%) interest in the Larger Parcel that are the subject of the Pending Action, Omdahl has 11086-0204U613831v1.doc 4

no knowledge of any other party that has or claims to have an interest in and to any portions of the Subject Property Interests.
a. Partial Reconveyance or Subordination of Deeds) of Trust. Owner agrees to obtain a partial reconveyance or subordination of deed(s) of trust from the beneficiary or beneficiaries of any deed(s) of trust recorded against the approximate 11,516 square foot Subject Fee Property that the City seeks to acquire in fee, identified as Caltrans Parcel No. 24623-1 and described more particularly on Exhibit "A", so that the City's interest in said Fee area are free and clear of any monetary encumbrances. Omdahl agrees to cooperate in obtaining such partial reconveyance or subordination of deed(s) of trust if it is determined that Omdahl's cooperation is reasonably necessary.
b. Interests of Any Parties in and to Subject Property Interests. Owner and Omdahl warrant that as of the Effective Date of Possession, except for the interests claimed by Omdahl in the Pending Action, no other parry, including any lessees, haves or claims to have any interest in the Subject Property Interests or a right to compensation for the Subject Property Interests, and that Owner will indemnify City (1) up to the amount of Compensation Amount provided by the City pursuant to this Agreement if any other party claims any such interest to the Compensation Amount or to the Subject Property Interests if Foursquare Financial Solutions, Inc. is deemed the prevailing party in the Pending Action or (2) up to the Partial Compensation Amount if Omdahl is deemed the prevailing party in the Pending Action. If it is determined that Omdahl is the prevailing party in the Pending Action, Omdahl agrees to indemnify the City up to the Escrow Holdback Amount in accordance with this Operative Provision 4.b. if any other party haves or claims an interest in or to the one-fourth (114) undivided interest claimed by Omdahl in and to the Subject Property Interests.

5. TEMPORARY CONSTRUCTION EASEMENTS.
a. Term. City's use of the Temporary Construction Easements consisting of (i) an approximate 6,741 square foot temporary construction easement on the Larger Parcel with a term of thirty-four (34) months identified as Caltrans Parcel No. 24623-2 and described more particularly on Exhibit "A-1" and (ii) an approximate 6,901 square foot temporary construction easement on the Larger Parcel for a term of thirty-four (34) months identified as Caltrans Parcel No. 24623-3 and described more particularly on Exhibit "A-2" located on the Property identified as APN 910-100-018 to facilitate the construction of Phase II will commence on the Effective Date of Possession as defined above in Operative Provision Lb. b. The term of the above temporary construction easements is for thirty-four (34) months from the Effective Date of Possession. The term of the temporary construction easements will expire on the earlier of (i) thirty-four(34) months from the Effective Date of Possession, or (ii) the date on which City records a Notice of Termination of the temporary construction easements in the Official Records of the County of Riverside and provides written notice to Owner and to Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), of same if Grants of Temporary Construction Easements were previously recorded by the Parties against any portion of the Larger Parcel in connection with said temporary construction easements in the Official Records of the County of Riverside. Upon the expiration of the temporary construction easements as provided above, City agrees to take such actions as reasonably required to evidence 1 1096-0204\2613831 v Ldoc 5

and give effect to the extinguishment of said temporary construction easements and the relinquishment of City's rights and interests in the temporary construction easements pursuant to this Agreement.

C. Improvements in Area of the Temporary Construction Easements. City agrees that any work done in the area comprising the temporary construction easements described above in Operative Provisions 5.a. and 5.b. will be performed in a good and workmanlike manner.

The Parties agree that the City will cause its contractor to replace with material of like kind and quality any improvements located in the area of the temporary construction easements that are impacted by Phase II.

6. INDEMNIFICATION & LIEN WAIVERS.
a. City, to the maximum extent allowed by law, will indemnify, defend and hold Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), as a result of the City's use of the Subject Property Interests in connection with the construction of Phase II.
b. Upon receipt of a written request from Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), City will provide Owner and Omdahl with lien waivers following completion of the construction of Phase lI from each and every contractor, subcontractor, supplier, engineer, architect and surveyor who might have lien rights as a result of City's use and possession of the Subject Property Interests. Such lien waivers will be in the form and substance reasonably satisfactory to Owner, Omdahl, if applicable, and its counsel, if any. To the extent permitted by applicable law, City hereby indemnifies Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), from and against any claims or demands for payment, or any liens or lien claims made against Owner, and Omdahl, if applicable, or the Property as a result of City's use of the Subject Property Interests in connection with Phase II.

7. SALE OR ASSIGNMENT OF SUBJECT PROPERTY INTERESTS. From and after the Effective Date, any sale, assignment, encumbrance or other transfer of all or any portion of the Subject Property Interests by Owner and/or Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be subject to this Agreement. Owner and Omdahl, if applicable, agree that any agreement to sell, assign, encumber or transfer all or any portion of the Subject Property Interests to a third -party will include that such sale, assignment, encumbrance or transfer is subject to this Agreement. Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), agree that they shall notify the City within fifteen (15) business days of any sale, assignment, encumbrance or transfer and confirm that Owner and Omdahl, if applicable, have complied with this Operative Provision 7.
11086-020412613831vLdoc 6

8. EMINENT DOMAIN.
a. The Parties acknowledge that City is authorized to acquire real property by eminent domain for a public use, including public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II, pursuant to the authority conferred upon the City of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by other provisions of law. b. This Agreement is made with the understanding that the Parties will continue to work at clearing the encumbrances on title in connection with the Subject Property Interests. This Agreement shall continue in effect until either (i) the Subject Property Interests are transferred to City by recording of the Grant Deed and Temporary Construction Deeds for the Subject Property Interests through escrow opened in connection with a Purchase and Sale Agreement entered into by the City and Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), or (ii) a Final Order of Condemnation under Code of Civil Procedure Section 1268.030 is entered by the court and recorded by City.

C. The Parties agree and acknowledge that in the event the Parties are not able to clear the encumbrances on title within 240 (two hundred forty) days of the Effective Date of this Agreement, City may commence an eminent domain proceeding. Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), reserve all of their rights regarding the payment of just compensation for the Subject Property Interests in any such eminent domain proceeding. Owner and Omdahl, however, agree not to object to City's filing of any such eminent domain proceeding to acquire the Subject Property Interests by eminent domain. In any such proceeding, Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty- five percent (25%) undivided interest in the Larger Parcel) will not challenge City's right to take or assert that City's use of the Subject Property Interests for the construction of Phase II is an unlawful taking. The Owner and Omdahl, if applicable, agree that the only issue in any such proceeding will be the amount of just compensation that City will pay for the Subject Property Interests, including, but not limited to any claims for cost -to -cure damages, severance damages, and the fair market value of the Subject Property Interests. d. If City fails to file an eminent domain proceeding within 450 (four hundred fifty) days of the Effective Date of the Agreement and the Parties have not reached a negotiated agreement for the City's purchase of the Subject Property Interests, then Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), shall be entitled to file an inverse condemnation proceeding. City agrees that in any such inverse condemnation proceeding under this Operative Provision 8.d., the only issue shall be the amount of just compensation owed by City to Owner, if applicable, and City shall not challenge liability. This provision, however, does not impact City's rights on the issue of liability for precondemnation damages or to dispute the entitlement of Owner and Omdahl, if applicable, to such damages in any such inverse condemnation proceeding. l 1086-020412613831v1.doc 7

9. DATE OF VALUATION. The Parties agree that in any eminent domain proceeding filed by City to acquire the Subject Property Interests, the date of valuation for determining the amount of just compensation for the Subject Property Interests will be the date on which City files the Complaint in Eminent Domain.

10. INTEREST. If City files an eminent domain proceeding to acquire the Subject Property Interests, any compensation awarded in an eminent domain proceeding shall draw interest as prescribed by California Code of Civil Procedure Section 1268.310, et seq. The Owner and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty- five percent (25%) undivided interest in the Larger Parcel) would be entitled to receive interest on any sum received as just compensation whether pursuant to this Agreement, a subsequent settlement or court judgment, beginning on the Effective Date of Possession described above in Operative Provision 1.b. and ending on the earliest of the dates as provided in Code of Civil Procedure Section 1268.320. The Parties, agree and acknowledge, however, that the interest on any portion of the Partial Compensation Withdrawal that is withdrawn by Owner will end on the date on which Owner withdraws such portion of the Partial Compensation Withdrawal from the Subject Escrow because Owner is entitled to use said funds on the date of withdrawal. Interest shall accrue on the Partial Compensation Withdrawal from the date of deposit to the date of withdrawal as prescribed by California Code of Civil Procedure Section 1268.310, et seq. As to the Escrow Holdback Amount that remains on deposit in connection with the 25% undivided interest of Foursquare Financial Solutions, Inc. and Omdahl's claimed interest, if applicable, the interest shall accrue on said portion from the date of deposit to the date of withdrawal pursuant to California Code of Civil Procedure Section 1268.310, et seq.

11. MEMORANDUM OF POSSESSION AND USE. The Parties agree that City is authorized to record in the Official Records of the County of Riverside a Memorandum of Possession and Use Agreement in a form mutually acceptable to the Parties.

12. NOTICES. All notices and demands will be given in writing by personal delivery, certified mail, postage prepaid, and return receipt requested, or by Federal Express or other overnight carrier. Notices will be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with Federal Express or other overnight carrier. A copy of all notices will be sent to Escrow Holder. The Parties will address such notices as provided below or as may be amended by written notice:

OWNER: Linda D. Huddleston, Trustee
Roxanna M. Hodges, Trustee
Susan D. Renno, Trustee
11588 Trailway Drive
Riverside, California 92505
Foursquare Financial Solutions, Inc.
3901 Foothill Boulevard
La Crescenta, California 91214
Attention: Joshua Best, Esq.

Steven Williams and Brenda Jordan,
Successor Co -Trustees
32808 Central Street
Wildomar, California 92595
OMDAHI_,: Howard Omdahl
9 Country Glen Road
Fallbrook, California 92028
ESCROW Fidelity National Title Company
HOLDER: 555 S. Flower Street, Suite 4420
Los Angeles, CA 90071
Telephone No. 213.452.7151
Attention: JB Jennings, Sr. Commercial Escrow Officer
Electronic Mail: jbjenningsteam@fn£com

13. MISCELLANEOUS.
a. Amendments. Any amendments to this Agreement will be effective only when duly executed by City, Owner, and Omdahl (if it is determined in the Pending Action that Omdahl has an interest in and to a twenty-five percent (25%) undivided interest in the Larger Parcel), and deposited with Escrow Holder.
b. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose.

C. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered.
d. Time of the Essence. Time is of the essence of this Agreement. 11086-0204\2613831v1.doc 9

C. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California.
f. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement, including the Memorandum of Agreement referenced in Operative Provision 11 above.
g. Authority of City Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Memorandum of Agreement, and any such documents or instruments that are necessary to effect the possession and use of the Subject Property Interests contemplated by this Agreement.
h. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
i. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. j. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid.
k. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference.

1. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in the Superior Court of the County of Riverside.
11086-0204\2613831vI.doc 10

M. Sueeessors and Assigns. This Agreement, and any right or obligation herein and therein, shall inure to the benefit of the successors and assigns of the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [SIGNATURES ON NEXT PAGE]
11086-0204\261383Iv1.doc 11

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below.

Dated: ,� _. % I �.;
Dated: jC._ -K
Dated: --�� - / / - �-.

Dated:

Owner
Linda D. Huddleston, Trustee of the
Linda D. Huddleston Revocable Living
Trust, dated August 12, 2019, Roxanna
M. Hodges, Trustee of The Hodges
Family Trust, dated September 10, 2014,
and Susan D. Renno, Trustee of the Susan
D. Renno Revocable Living Trust, dated
May 20, 2015, as to an undivided one-half
(1/2)interest
BY:

Linda D. Huddleston, Trustee
By:

Roxanna M. Hodges, rustee
1 _
By;
Susan D. Renno, Trustee
Foursquare Financial Solutions, Inc., a
California nonprofit corporation, as to an
undivided one-fourth (1/4) interest
Title:
1 1086-0204\261383 1 v l .doc 12

Datn,d:;_ 1 I C) f .) ?-
Dated: - P - o
Dated:

Title:cs�.r�er
Steven Williams and Brenda Jordan, sus
SuccessorCo-Trustees of the Mtrital
Trust Shure One created under the Blake
Family Living Trust, dated November
1936, as to an undivided (114) interest
BV: q'�
Ste wr:Wi11iarnS. Successor CO -Trustee
"�
F3reeid,'i Jordan, Suc�essnr -Trustee
Howard Omdahl, Plaintiff in riverside
County Superior Court Case Number
MCC1901776 regarding 25% undivided
interest claimed in the Larger ParvO
By -
Howard Omdahl
i 109&-020AIS 1393 iv I A&. 13

Dated:

Lo
Title:

Steven Williams and Brenda Jordan, as
Successor Co -Trustees of the Marital
Trust Share One created under the Blake
Family Living Trust, dated November 26,
1986, as to an undivided (1/4) interest
Steven Williams, Successor Co -Trustee
By: _
Brenda Jordan, Successor Co -Trustee
Howard Omdahl, Plaintiff in Riverside
County Superior Court Case Number
MCC1901776 regarding 25% undivided
interest claimed in the Larger Parcel
By: �1// 01 A
Howaf OmTdahl
11086-0204\2613831v1.doc 13

Dated:

City
City of Temecula, a municipal corporation
Aaron Adams, City Manager
ATTEST:
an
Randi Johl, City Clerk
APPROVED AS TO FORM:

In
Peter M. Thorson, City Attorney
11086-020412613831v1,doc 14

Exhibit "A"
Legal Description of Subject Fee Property (Caltrans Parcel 24623-1) EXHIBIT "A"

LEGAL DESCRIPTION
That portion of Lot 123 per MAP of the TEMECULA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Murrieta, County of Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, said portion lying northeasterly of the freeway and southwesterly of the following described LINE "A":

COMMENCING at the corner common to Lot 123 and Lot 124, of said map, in the centerline of Jackson Avenue as shown on map filed in Book 142 of Records of Survey, pages 89 through 104, in the Office of the County Recorder of Riverside County; thence along the line common to said lots South 48017'42' West 494.16 feet to the freeway right of way and the northerly most comer of that certain parcel of land described in deed to the State of California recorded September 29. 1975, in Book 1975, page 118840 in Official Records of said County, said comer being the northerly terminus of the segment of line described as South 04°03'57" East 192.05 feet in said deed, said comer also being the POINT OF BEGINNING of said LINE "A", thence departing said common line and proceeding along said freeway right of way and said segment of tine South 04°03'46" East 37.94 feet; thence departing said freeway right of way South 25"00'07" East 77.65 feet; thence South 16034'30" East 95.53 feet; thence South 25°00'07' East 2355.33 feet to a point in said freeway right of way and the segment of line described as South 48°49'09" East 159.77 feet in said deed:
thence South 48a48'58" East 89.82 feet along said freeway right of way to the southerly terminus of last said segment of line, last said terminus also being the POINT OF TERMINUS of said LINE "A".

Containing 11,516 square feet, more or less.

Together with underlying fee interest, if any, contiguous to the above described property in and to the adjoining free►%oy-
This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutters rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway.

The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances Shown by 0.99991351 to obtain ground level distances.
08-Riv-15-PM 8.1
Exhibit "A"
112
11086-020412613831v1.doc

EXHIBIT "A"
LEGAL. DESCRIPTION
This real property description has been prepared by me, or under my direction, in confomeance with the Professional Land Surveyors Act.
signature: Mt*A
Proressmal Land Surveyor
Date: September 14, 2021
0$-Riw-15-PM 8.1
Exhibit "A"
FTC
11086-02041261383lvl.doc

Exhibit "A-1"
Legal Description of 6,741 Square Foot Temporary Construction Easement (Caltrans Parcel 24623-2)
EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Lot 123 per MAP of the TEMECULA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Murrieta, County of Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, described as follows:

COMMENCING at the centerline intersection of Jackson Ave and Elm St as shown on Parcel Map No. 30001 filed in Book 199, pages 35 through 37, inclusive, of Parcel Maps in Office of the County Recorder of Riverside County; thence along the centerline of Elm St South 4 W 16'05" West, 902.64 feet to the easterly right of way of the freeway; thence along said bight of way North 28°40'49" West, 30.80 feet to an intersection with the northwesterly right of way of Elm St (30_00 feet half width) and the POINT OF BEGINNING; thence continuing along said freeway right of way North 28040'49" West, 275.30 feet: thence continuing along said freeway right of way North 20m24"17" West, 277.87 feet; thence departing said freeway right of way South 24m59'23" East, 550.36 feet to said northwesterly right of way of Elm St; thence along said northwesterly right of way South 48'16'05a West, 4.69 feet to the POINT OF BEGINNING.

Containing 6,741 square feet, more or less.

The hearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

This real property descnptiion has been prepared by me, or under my direction, in conformance with the Professional Land Surveyor's Act.

Signature:
� LA
Professional Land Surveyor
Date_ September, 14.2021
084;bv-15-PM 7.9
ill
Exhibit "A-1 "
l 1086-0204\261383ly Ldoc

Exhibit "A-2"
Legal Description of 6,901 Square Foot Temporary Construction Easement (Caltrans Parcel 24623-3)
EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of Lot 123 per MAP of the TEMECUtA LAND AND WATER COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of Mumieta, County or Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, described as follows, COMMENCING at the comer common to Lot 123 and Lot 124, of said map, in the centerline of Jackson Avenue as shown on map filed in Boots 142 of Records of Survey, pages 89 through 104, in the Office of the County Recorder of Riverside County; thence along the line common to said lots South 4801 T42" +1Nest 494.16 feet to the easterly right of way of the freeway-, thence departing said common line and proceeding along said right of way South 04003'46" East 21.15 feet to the POINT OF BEGINNING; thence departing said right of Dray South 25000'0T' East 468.47 feet to said easterly right of way of the freeway: thence along said right of way North 4W48'59' West 49.53 feet; thence departing said right of way North 25000'07West 235.33 feet: thence North 16°34'30 West 95.53 feet; thence North 25°00107' West

77.65 feet to said easterly right of way of the freeway; thence along said right of way North 4'03'45' West 16.79 feet to the POINT OF BEGINNING.

Containing 6,901 square feet, more or less.

The parings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.
signature_ Mr"r' A 1 �
Ptofessionat Land Surveyor
Date: September 14, 2021
08-Rig-15-PM 8. i
uAND
EXP 12/31/21
111
Exhibit "A-2"
�>ir��:ra�>ia��►v�alks!:x3r�rna

Exhibit "B"
Rough Depiction of 11,516 SF Subject Fee Area, 6,741 SF TCE & 6,901 SF TCE (Caltrans Parcels 24623-1, 24623-2, & 24623-3)
1 =.i ^ 20.4E 1 ■
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Exhibit " B75
L1Nt OAIA IAULt
Lir•E N 4p[r.:. LE'. -�TH

LINDA D. HUDDLESTON, FOUR SQUARE FINANCIAL

SOLUTIONS, AND HOWARD OMDAHL
APN 9:Lo-:Loo-o3.8
INTERSTATE 15

EXIST RIMY FEE
✓ Fee — ii, 5i6 SF
✓ TCE — 6,743. SF and 6,9o3. SF

Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system.

Core Value: Transportation Mobility and Connectivity
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22.

Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I
Project Cost:

SAFETEA-LU
1,602,360
1,602,360
STIP-Surface Transportation
47,600,000
47,600,000
Improvement Program

TUMF (CETAP/RCTC)
472,841
999,668
1,472,509

TUMF (RCTC)
2,343,000
2,343,000

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Total Operating Costs
Notes :

1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds.

2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000).

5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II.

6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I.

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement in Connection with I-15/French Valley Parkway Improvements — Phase II, PW 16-01 PREPARED BY: Amer Attar, Engineering Manager
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN SETTLEMENT,

DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT

AGREEMENT BETWEEN THE CITY OF TEMECULA AND

LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH
THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS —

PHASE II

2. Authorize the City Manager to approve and execute all necessary documents, including approval of the subject Agreement in substantially the form attached to the Agenda Report, with such changes as the City Manager and Lamar Central Outdoor, LLC may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the settlement, dismantle costs, and loss of advertising rent for Sign Number 33321 and Sign Number 33322 located on the west side of Jackson Avenue in the City of Murrieta on APN's 910-060-002 and 910-060-004.

BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the French Valley Parkway/ I-15 Improvements — Phase II, (Phase II) to alleviate traffic congestion and improve operational

efficiency within the limits of the French Valley Parkway/ I-15 Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements.

The City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties located in the City of Murrieta identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910-060-004 (the "Property Interests"). The City's acquisition of the Property Interests and construction of Phase II will impact two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Subject Signs") located on a portion of the Property Interests. The Subject Signs are owned by Lamar Central Outdoor, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Lamar").

Pursuant to Government Code Section 7260, et seq., the City of Temecula obtained fair market value appraisals for Lamar's interests in and to the Subject Signs, including compensation for the structures, leasehold interests in connection with the Subject Signs, easement interests, if any, in connection with the use of the portions of the Property Interests on which the Subject Signs are located, and goodwill relating to said Subject Signs. The City set just compensation for the Subject Property Interests in accordance with the fair market values.

The City extended to Lamar a written offer dated October 22, 2021 pursuant to Government Code Section 7267.2. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs.

The Parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs.

On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021- 69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 2 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain").

The Parties continued their negotiations after the City's adoption of the Resolution of Necessity, and have reached a settlement, subject to approval by the City Council. The City has not served the Complaint in Eminent Domain on Lamar based on the agreement reached by the Parties.

Pursuant to the Agreement, Lamar agrees to take steps to relocate the Subject Signs. In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs within thirty (30) days written notice from the City. This allows the City to proceed with construction of Phase II.

The Agreement provides that the City will compensate Lamar for expenses associated with the reasonable, necessary costs for dismantling of the Subject Signs, the rebuilding of the Subject Signs, and the loss of advertising rental income resulting from the required removal of the Subject Signs. The payment for loss of advertising rental income is based on the weekly rate of $3,451.25, representing the weekly rental amount currently received by Lamar less the lease payment paid by Lamar to owners of the Property Interests the City is acquiring.

The Agreement recognizes that if, despite Lamar's commercially reasonable efforts, the Subject Signs are not replaced in a timely manner, Lamar will continue to incur losses with respect to advertising revenue. Accordingly, the City agrees, that in such event, City will deposit into Escrow for the benefit of Lamar an additional advertising loss compensation at the above weekly rate for a period of up to twenty-six (26) weeks. Under the Agreement, the City will deposit into Escrow for the benefit of Lamar up to $812,027.50, consisting of estimated Dismantle Costs ($10,000); the Estimated Rebuilding Costs ($450,000); the Lost Rent Costs for a period up to 78 weeks ($269,197.50), and the Additional Lost Rent Costs, if applicable, for up to an additional 26 weeks ($82,830).

Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement.

Under Section 5, upon payment of the Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent as set forth in the Agreement, Lamar waives any and all claims, remedies and causes of action for damages, liabilities, losses or injuries related to Phase II of the Project and in connection with the City's acquisition of the Property Interests, including any and all claims and damages resulting to Lamar in connection with the Subject Signs and Lamar's interests in and to said Subject Signs. Upon Close of Escrow, Lamar, on behalf of itself, its successors and assigns, hereby fully releases City, its successors, agents, representatives and assigns, and all other persons and associations, known and unknown, from all claims and causes of action with respect to Phase II of the Project, City's acquisition of the Property Interests, and any compensation due to Lamar in connection with the Subject Signs and replacement signs. The waiver of claims, remedies and causes of action in Section 5 shall not apply to Lamar if Lamar is unable to relocate the Subject Signs. In such case, Lamar will maintain its right to seek greater compensation for the Subject

Signs, and the total compensation paid to Lamar if the Subject Signs cannot be relocated will be reduced by the amount paid by the City in connection with the Agreement.

The environmental effects of the acquisition of the Property Interests and impact to the Subject Signs were studied as an integral part of the Mitigated Negative Declaration approved for the I- 15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Property Interests and impacts to the Subject Signs. A re- validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Property Interests and impacts of Phase II on the Subject Signs.

FISCAL IMPACT: The French Valley Parkway/ I-15 Improvements — Phase II project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26.

The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $812,028 for settlement, dismantle costs, and loss of advertising rent plus any escrow -related costs, which are not expected to exceed $15,000.

Sufficient funds are available in the Project accounts.

ATTACHMENTS: 1. Resolution

2. Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement with Exhibit "A"
Exhibit "A" — Estimated Dismantle Sign Costs and Loss of Advertising Rent

3. Billboards Location

4. Project Description

5. Project Location

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING THAT CERTAIN

SETTLEMENT, DISMANTLE COSTS, AND LOSS OF

ADVERTISING RENT AGREEMENT BETWEEN THE CITY

OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC
IN CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS — PHASE II

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements — Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215.

B. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal Years 2022-26.

E. The City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties located in the City of Murrieta identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910-060-004 (the "Property Interests"). The City's acquisition of the Property Interests and construction of Phase II will impact two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Subject Signs") located on a portion of the Property Interests. The Subject Signs are owned by Lamar Central Outdoor, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Lamar").

F. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the interests of Lamar in and to the Subject Signs, including compensation for the structures, leasehold interests in connection with the Subject Signs, easement interests, if any, in connection with the use of the portions of the Property Interests on which the Subject Signs are located, and goodwill relating to said Subject Signs at the fair market value estimates as determined by the City's independent appraisers. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of said interests of Lamar in and to the Subject Signs.

G. The City extended to Lamar a written offer dated October 22, 2021 pursuant to Government Code Section 7267.2. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs. The Parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs.

H. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the 1-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain").

I. The Parties continued their negotiations after the City's adoption of the Resolution of Necessity. The City has not served the Complaint in Eminent Domain on Lamar based on the agreement reached by the Parties.

J. Pursuant to the Agreement, Lamar agrees to take steps to relocate the Subject Signs.

In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs within thirty (30) days written notice from the City. This allows the City to proceed with construction of Phase II. The Agreement provides that the City will compensate Lamar for expenses associated with the reasonable, necessary costs for dismantling of the Subject Signs, the rebuilding of the Subject Signs, and the loss of advertising rental income resulting from the required removal of the Subject Signs. The N

payment for loss of advertising rental income is based on the weekly rate of $3,451.25, representing the weekly rental amount currently received by Lamar less the lease payment paid by Lamar to owners of the Property Interests the City is acquiring. The Agreement recognizes that if, despite Lamar's commercially reasonable efforts, the Subject Signs are not replaced in a timely manner, Lamar will continue to incur losses with respect to advertising revenue. Accordingly, under the Agreement, the City agrees, that in such event, City will deposit into Escrow for the benefit of Lamar an additional advertising loss compensation at the above weekly rate for a period of up to twenty-six (26) weeks. Under the Agreement, the City will deposit into Escrow for the benefit of Lamar up to $812,027.50, consisting of estimated Dismantle Costs ($10,000); the Estimated Rebuilding Costs ($450,000); the Lost Rent Costs for a period up to 78 weeks ($269,197.50), and the Additional Lost Rent Costs, if applicable, for up to an additional 26 weeks ($82,830).

K. Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement.

L. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA.

Section 2. Approval of Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement. The City Council hereby approves the Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement and Joint Escrow Instructions Between the City of Temecula and Lamar Central Outdoor, LLC in Connection with the French Valley Parkway/I-15 Improvements — Phase II, in substantially the form attached, with such changes as the City Manager and Lamar may mutually agree to that are approved by the City Attorney's Office.

Section 3. Environmental Analysis. The environmental effects of the acquisition of the Property Interests and impact to the Subject Signs were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Property Interests and impacts to the Subject Signs. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental 3 analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Property Interests and impacts of Phase II on the Subject Signs.

Section 4. City Manager's Authority. The City Manager is authorized to execute the Agreement in substantially the form attached, with such changes as the City Manager and Lamar may mutually agree to that are approved by the City Attorney's Office. A copy of the final Agreement shall be placed on file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to escrow instructions, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to effectuate the transaction contemplated therein.

Section 5. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

PROJECT: I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS PHASE II APN: 910-060-002, 910-060-004

SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING

RENT AGREEMENT BETWEEN CITY OF TEMECULA AND LAMAR
CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II
This SETTLEMENT, DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT

AGREEMENT BETWEEN CITY OF TEMECULA AND LAMAR CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE I-I5/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE I1 ("Agreement") is entered into by and between THE CITY OF TEMECULA, a municipal corporation ("City") and LAMAR CENTRAL OUTDOOR, LLC, a Delaware limited liability company dba Lamar Advertising Company ("Sign Owner" or "Lamar"). City and Sign Owner are hereafter described as "Party" or the "Parties." This Agreement is effective on the date it is fully executed by the Parties ("Effective Date").

RECITALS
A. City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). City possesses eminent domain authority in connection with Phase II pursuant to the authority conferred upon the City by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by other provisions of law.

B. City is acquiring for the construction of Phase II certain real property interests in fee for right of way purposes, footing easements, and temporary construction easements from the real properties identified as Riverside County Tax Assessor Parcel Numbers 910-060-002 and 910- 060-004 (the "Property Interests"). Sign Owner needs to remove the two outdoor advertising structures identified as Sign Number 33321 and Sign Number 33322 ("Removed Signs") located on a portion of the Property Interests based on the City's acquisition of said Property Interests for the construction of Phase II.

C. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 and 910-060-004) by at least four -fifths vote of all its members ("Resolution of Necessity"). On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Sign Page I of 7
2618860v1

Owner in and to Sign Number 33321 and Sign Number 33322 ("Complaint in Eminent Domain").

The City has not served the Complaint in Eminent Domain on Sign Owner as of the Effective Date.

The Parties continued their negotiations after the City's adoption of Resolution No. 2021-69 and have reached a settlement memorialized in this Agreement.

D. Sign Owner is in the process of applying to the City of Murrieta ("Murrieta") and the State of California Department of Transportation ("Caltrans") for the construction of the outdoor advertising structures ("Replacement Signs") to relocate the Removed Signs.

E. Based on the impact of Phase II on the Removed Signs, City has agreed to compensate Sign Owner for expenses associated with the dismantling of, the rebuilding of, and the loss of advertising rental income resulting from the required removal of the Removed Signs.

Such dismantle expenses ("Dismantle Costs"), rebuilding expenses ("Rebuilding Costs") and loss of advertising rental income ("Lost Rent") are more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference.

F. In consideration for the payment by City of Dismantle Costs, Rebuilding Costs, and Lost Rent, Lamar agrees to dismantle and remove the Removed Signs pursuant to the terms of this Agreement.

G. The purpose of this Agreement is to confirm the terms of settlement between the City and Sign Owner regarding the Dismantle Costs, Rebuilding Costs and Lost Rent in connection with Phase II, and the payment thereof; and to memorialize that Lamar will dismantle and remove the Removed Signs upon thirty (30) days written notice from City.

NOW, THEREFORE, in consideration of City's payment to Lamar of the Dismantle Costs, Rebuilding Costs, and Lost Rent as set forth in this Agreement, and in consideration of the above Recitals and mutual promises, covenants and other conditions set forth herein and to minimize the litigation costs of the parties in connection with the Complaint in Eminent Domain, City and Sign Owncr agree as follows:
l . Ageement. City agrees to pay the Dismantle Costs, Rebuilding Costs and Lost Rent through the Escrow described in Section 2, below.

1.1 Estimated Dismantle Costs and Rebuilding. The reasonable and necessary Dismantle Costs and Rebuilding Costs as estimated in Exhibit "A", shall be disbursed by Escrow Holder to vendors based upon receipt by Escrow Holder of vendor invoices approved by Sign Owner. Approval of such invoices by Sign Owner, its agents, vendors, contractors, subcontractors or other representatives, shall certify that the work associated with each such Dismantle Cost category and Rebuilding Cost category has been completed to Sign Owner's satisfaction. Sign Owner will provide copies of said invoices to City's Senior Project Manager with OPC Services (the "Relocation Agent"), who will then submit said invoices to Escrow Holder and City. Eligible Rebuilding Costs include the costs relating to the rebuilding of new "non - digital" signs as approved by the governing agency where the Replacement Signs are to be located, whether Murrieta or elsewhere.

1.2 Lost Rent. City shall pay to Sign Owner Lost Rent for the Removed Signs,

Page 2 of 7 ends

26188600

for a period of up to seventy-eight (78) weeks (approximately eighteen (18) months) following the removal of the Removed Signs ("Sign Removal Date") at a weekly rate of $3,451.25, as described in "Advertising Loss of Rent Per Week" on Exhibit "A". The Lost Rent represents the weekly rental amount currently received by Sign Owner less the lease payment paid by Sign Owner to owners of the Property Interests the City is acquiring. Escrow Holder is authorized to disburse to Sign Owner the Lost Rent designated in Exhibit "A" every four weeks commencing on the Sign Removal Date until the Replacement Sign is installed and fully operational or up to a maximum of seventy-eight (78) weeks. Completion of each Replacement Sign will be confirmed in writing by Sign Owner to Relocation Agent and Escrow Holder. City shall deposit the sum of $269,197.50 representing the estimated Lost Rent Amount for a period of seventy-eight (78) weeks, calculated as follows $3,451.25 (a, 78 weeks.

1.3 Additional Lost Rent. City and Sign Owner acknowledge that if, despite Sign Owner's commercially reasonable efforts, the Replacement Signs are not replaced in a timely manner, Sign Owner will continue to incur losses with respect to advertising revenue. City and Sign Owner agree that, in such event, additional advertising loss compensation will be paid to Sign Owner for a period of up to twenty-six (26) weeks (approximatey six (6) months), beginning on the nineteenth (19th) month following the Sign Removal Date, at the following weekly rate:
$3,451.25; provided, however, that Sign Owner has submitted a permit application for the Replacement Signs prior to the sixteenth (16th) month following the date of removal of the Removed Signs and provided a copy of such permit application to City within said time frame. In such case, the City agrees that it will deposit with Escrow Holder, within fifteen (15) business days of the beginning of the nineteenth (19th) month following the Sign Removal Date, the sum of $89,732.50 towards the Additional Lost Rent Amount, which amount represents the weekly rent of $3,451.25 for a period of twenty-six (26) weeks. Escrow Holder is authorized to issue to Sign Owner the Additional Lost Rent every four weeks based on the status of Sign Owner's replacement of the Replacement Sign.

Upon the expiration of twenty-four (24) months following the Sign Removal Date, Sign Owner waives any right to compensation for any additional Lost Rent or Additional Lost Rent. Should the Removed Signs be replaced prior to the expiration of such twenty-four (24) month period, completion of the Replacement Signs will be confirmed in writing by Sign Owner to City.

1.4 Removal of Signs. Lamar agrees to ensure that it will remove the Removed Signs upon thirty (30) days' written notice from City. Compensation for Lost Rent will begin on the date the Removed Signs are removed. City shall also have the right to proceed with construction on the Property Interests within thirty (30) days' written notice and shall have the right to remove the Removed Signs if Lamar has not removed them within thirty (30) days of the date of the City's written notice to Sign Owner.

2. Escrow. City will deposit the estimated Dismantle Costs, Rebuilding Costs and Lost Rent funds in an escrow administered by First American Title Insurance Company ("Escrow" and "Escrow Holder") within fifteen (15) business days of the Opening of Escrow (as defined below). City shall pay all escrow fees payable with respect to this transaction. This Agreement will constitute instructions to Escrow Holder with respect to the holding and disbursement of the Dismantle Costs, Rebuilding Costs, and Lost Rent and any other funds, including the Additional

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Lost Rent described in Section 1.2 above, and documents described herein, supplemented by such "general provisions" or supplemental instructions as Escrow Holder may deem necessary or appropriate. In the event of any discrepancy between such supplemental instructions and this Agreement, the terms and provisions of this Agreement will govern. Escrow will be deemed open ("Opening of Escrow"/"Opening Date") as of the date on which Escrow Holder receives a copy of this Agreement signed by both Parties. The Escrow Instructions may be amended by written instrument executed by both Parties.

3. Disbursement of Dismantle Sian Costs, Lost Rent, and Additional Lost Rent. The Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent funds will be disbursed by Escrow Holder in accordance with the provisions of Section 1 above. Escrow will be deemed closed ("Close of Escrow"/"Closing Date") upon disbursement by Escrow Holder of all of the expense categories described in Exhibit "A" attached hereto, and the payment by City of all costs of Escrow. Any funds remaining in Escrow as of the Closing Date shall be returned to City.

Escrow Holder will provide a final Escrow Closing Statement to both Parties, setting forth the amount and payee of all disbursements hereunder.

4. Rescission of Resolution of Necessity and Dismissal of Complaint in Eminent Domain. City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of this Agreement.

5. Waiver of Claims. Upon disbursement to vendors or payment to Sign Owner through Escrow, upon payment of the Dismantle Costs, Rebuilding Costs, Lost Rent, and Additional Lost Rent; a,, set forth in this Agreement, Sign Owner waives any and all claims, remedies and causes of action for damages, liabilities, losses or injuries related to Phase II of the Project and in connection with the City's acquisition of the Property Interests, including any and all claims and damages resulting to Sign Owner in connection with the Removed Signs and Sign Owner's interests in and to Said Removed Signs. Upon Close of Escrow described herein, Sign Owner, on behalf of itself, its successors and assigns, hereby fully releases City, its successors, agents, representatives and assigns, and all other persons and associations, known and unknown, from all claims and causes of action with respect to Phase II of the Project, City's acquisition of the Property Interests, and any compensation due to Sign Owner in connection with the Removed Signs and Replacement Signs. The waiver of claims, remedies and causes of action in this Section 5 shall not apply to Sign Owner if Sign Owner is unable to relocate the Removed Signs. Sign Owner will maintain its right to seek greater compensation for the Removed Signs if Sign Owner is unable to relocate the Removed Signs. In such case, the total compensation to Sign Owner will be reduced by the amount paid by the City in connection with this Agreement.

6. Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is

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deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

CITY: City of Temecula
41000 Main Street
Temecula, California 92590
Attention: Aaron Adams, City Manager
COPY TO: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Peter M. Thorson, City Attorney
LAMAR: Lamar Outdoor Advertising
c/o Lamar Outdoor Advertising Signs
449 East Parkcenter Circle South
San Bernardino, California 92408
Attention: Brian Smith, Regional Real Estate Director
Electronic mail: [email protected]
COPY TO: Stream Kim Hicks Wrage & Alfaro, PC
3403 Tenth Street, Suite 700
Riverside, CA 92501
Attention: Theodore K. Stream
Electronic Mail: [email protected]
ESCROW First American Title Insurance Company
HOLDER: One Ridgegate Drive Suite 225
Temecula, California 92590
Telephone No. 951.296.2948
Attention: Debbie Fritz, Escrow Officer
Electronic Mail: [email protected]

7. Miscellaneous Provisions.

7.1 Electronic Signatures. City, Sign Owner and Escrow Holder agree that each will accept electronically signed documents (signed documents sent by facsimile or scanned and sent by e-mail).

7.2 Successors and Assigns. This Agreement shall also extend to and bind the devisees, executors, administrators, legal representatives, successors and assigns of the Parties hereto.

7.3 Attorney Fees. Should legal action be required in order to construe or

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enforce any provision of this Agreement, the Party prevailing in such action shall be entitled, in addition to such other relief as may granted, to its attorneys' fees and costs, including any costs of appeal.

7.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

7.5 Governing Law/venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in the Superior Court of the County of Riverside.

7.6 Time of Essence. Time is of the essence with respect to all terms and provisions of this Agreement.

7.7 Amendments. Any amendments to this Agreement will be effective only when duly executed by both Parties and deposited with Escrow Holder.

7.8 Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose.

7.9 Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

7.10 Authority ofQyManager. The City Manager may give any and all notices hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement and any such documents or instruments that are necessary to effect the transaction contemplated by this Agreement.

7.11 Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement.

7.12 Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid.

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7.13 Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures.

Date:

CITY OF TEMECULA, a municipal corporation
LIM
Aaron Adams, City Manager
/;v eI M*1lid
IN
Randi Johl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson
City Attorney

LAMAR CENTRAL OUTDOOR LLC,
A Delaware Limited Liability Corporation
dba Lamar Advertising Company
Date:

By:

Its: V P �— r,Al,

Page 7 of 7 ends

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EXHIBIT "A"

ESTIMATED DISMANTLE SIGN COSTS AND LOSS OF ADVERTISING RENT Description
Amount
Estimated Dismantle Costs of Removed Signs
$10,000.00
Estimated Rebuilding Costs (costs relating to the
$450,000.00
rebuilding of new "non -digital" signs similar to the
Removed Signs impacted by Phase II)
Lost Rent —Advertising Loss of Rent
Lost Rent Initial Deposit — $269,197.50
$3,451.25 Per Week*1, 2
representing the estimated Lost Amount
for a period of 78 weeks (approximately
18 months)
* 1 Monthly Loss of Advertising Rent, calculation to be based on actual removal date of sign:
*2 All Loss of Advertising Rent Payments to be paid monthly Additional Lost Rent at $3,451.25 Per Week
Additional Lost Rent Deposit —
$82,830.00 representing the estimated
Loss of Rent Amount for period of 24
weeks at a weekly rate of $3,451.25

LAMAR CENTRAL OUTDOOR, INC. BILLBOARDS ON
APNs 9:Lo-o6o-002 AND 004
INTERSTATE 215
i "CI)4" LINE � -
01F2T-

JACKSON AVENUE
✓ Billboards Signs 33321 and 33322
✓ Easement Interests on APNs gio-
o6o-002 and 004
vw r?
AP

Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system.

Core Value: Transportation Mobility and Connectivity
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22.

Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I
Project Cost:

SAFETEA-LU
1,602,360
1,602,360
STIP-Surface Transportation
47,600,000
47,600,000
Improvement Program

TUMF (CETAP/RCTC)
472,841
999,668
1,472,509

TUMF (RCTC)
2,343,000
2,343,000

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Total Operating Costs
Notes :

1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds.

2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000).

5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II.

6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I.

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Establish All -Way Stop Control at the Intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive
PREPARED BY: Anissa Sharp, Office Specialist II
Nick Minicilli, Senior Civil Engineer
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, ESTABLISHING AN ALL -WAY STOP

CONTROL AT THE INTERSECTION OF WOLF CREEK DRIVE

SOUTH AND TETON TRAIL/FIRESIDE DRIVE AND FINDING

THAT THE ACTION IS EXEMPT FROM CEQA UNDER
SECTION 15301(c) OF THE CEQA GUIDELINES
BACKGROUND: In September 2021, City of Temecula staff received a citizen request to consider the feasibility of implementing all way stop controls to address concerns of excessive speeding and unsafe pedestrian conditions at various intersections of Wolf Creek Drive South between Wolf Valley Road and Pechanga Parkway (Exhibit A). The citizen referenced concerns with speeding on this segment of Wolf Creek Drive South specifically during pickup and drop-off times for nearby schools as there are no convenient controlled pedestrian crossings nearby. The intersections requested for an all way stop and pedestrian controls included Wolf Creek Drive South at Live Oak Drive/Alto Vista Way, Wolf Creek Drive South at Teton Trail/Fireside Drive and Wolf Creek Drive South at Rocky Bar Drive. In October 2021, field reviews were performed at the three (3) intersections and based on vehicular and pedestrian activity observed, the intersection of Wolf Creek Drive South at Teton Trail/Fireside Drive warranted further analysis for stop and pedestrian controls.

Wolf Creek Drive South is a forty-four (44) foot wide residential collector roadway providing access to numerous single-family residences between Wolf Valley Road and Pechanga Parkway.

The posted speed limit on Wolf Creek Drive South is 35 MPH and the Average Daily Traffic (ADT) volume on is approximately 3,723 ADT. Recent speed data collection confirmed an 85th percentile speed of 37 MPH for this stretch of Wolf Creek Drive South.

Teton Trail and Fireside Drive are both thirty-six (36) foot wide local residential roadway that provides access to Wolf Creek Drive South for numerous single-family residences located within the neighborhood. Teton Trail and Fireside Drive both have a speed limit of 25 MPH and carries approximately 889 ADT.

In November 2021, staff collected volume data over a three (3) day period, which included entering volume data and pedestrian/bicycle volume data at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. The volume data was used to establish vehicular circulation patterns and pedestrian activity during peak morning and afternoon hours. In addition to the data collection, a review of intersection characteristics and conditions was performed, which included an evaluation of sight distance, collision history, and completion of a multi -way stop warrant analysis at the Wolf Creek Drive South and Teton Trail/Fireside Drive intersection.

An evaluation of sight distance was performed at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive. A minimum unobstructed sight distance of 250 feet is required for the posted 35 mph speed limit on Wolf Creek Drive South. The results of the evaluation are shown in the table below:

Location
Sight Distance
Required Visibility
(Posted 35 MPH)
Teton Trail (Eastbound)
• Looking South
227'
250'
• Looking North
200'
250'
Fireside Drive (Westbound)
• Looking South
520'
250'
• Looking North
420'
250'
As shown, the visibility at the intersection is not adequate for the Eastbound approach at Wolf Creek Drive South and Teton Trail/Fireside Drive.

A review of the collision history for the three (3) year period from January 1, 2018 to November 30, 2021, indicates there were 2 reported collisions at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive.

The Multi -Way Stop Sign Installation Policy for Residential Streets' warrant criteria was used to evaluate the need for multi -way stop signs at the intersection. The warrants allow for the installation of multi -way stop signs when the following conditions are satisfied:

1. Minimum Traffic Volumes
a. The total vehicular volume entering the intersection from all approaches is equal to or greater than three hundred (300) vehicles per hour for any eight (8) hours of an average day; and
b. The combined vehicular volume and pedestrian volume from the minor street is equal to or greater than one hundred (100) per hour for the same eight (8) hours.

2. Collision History
a. Three (3) or more reported collisions within a twelve (12) month period of a type susceptible to correction by a multi -way stop installation. Such accidents include right and left -turn collisions as well as right-angle collisions.

3. Roadway Characteristics
a. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day,
b. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs. c. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%) split; and
d. Both streets are 44 feet wide or narrower.

Warrants for Minimum Traffic Volumes, Collision History and Roadway Characteristics must be met to justify the installation of a multi -way stop. Other criteria that may be considered when evaluating the need for multi -way stop signs include:

4. Visibility
a. The intersections sight distance is less than:
■ 150 feet for 25 MPH
■ 200 feet for 30 MPH
■ 250 feet for 35 MPH

5. The need to control left -turn conflicts.

6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks, and activity centers.

7. The roadways and intersection appear on a Suggested Route to School plan.

8. There are no traffic signals or all -way stop controls located within 600 feet of the intersection.

9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area.

The multi -way stop warrant analysis performed found that the required Warrants 1, 2 & 3 were not satisfied and all -way stop controls are not justified at the intersection based on quantitative data. The Policy does however provide the flexibility to consider the need to control vehicle and pedestrian conflicts near locations where visibility constraints occur. An evaluation of the intersection sight distance criteria indicates there is justification for all -way stop controls at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive due to limited sight i

distance. An evaluation of the intersection pedestrian activity during am/pm peak hours determined that the 197 ADT is justification for installation of striped intersection crosswalks.

Staff recommends establishing all -way stop controls and striped pedestrian crosswalks at the intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive.

FISCAL IMPACT: Minor cost associated with the recommended action.

ATTACHMENTS: 1. Resolution

2. Location Map (Exhibit A)

3. Multi -Way Stop Warrant Analysis

4. Collision Summary Report

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA, ESTABLISHING AN ALL -WAY STOP

CONTROL AT THE INTERSECTION OF WOLF CREEK

DRIVE SOUTH AND TETON TRAIL/FIRESIDE DRIVE

AND FINDING THAT THE ACTION IS EXEMPT FROM
CEQA UNDER SECTION 15301(C) OF THE CEQA

GUIDELINES

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council has considered the facts justifying the need for stop signs at the location described in this resolution.

A. The City Council hereby finds and determines the installation of the stop signs pursuant to this resolution will enhance public health, safety, and general welfare at the intersection.

B. The City Council hereby finds the proposed stop signs will not create any adverse conditions in the area and the action is exempt from California Environmental Quality Act under Section 15301(c) of the CEQA Guidelines.

Section 2. Pursuant to Section 10.12.100 of the Temecula Municipal Code, the following All -Way Stop Intersection is hereby established in the City of Temecula:

Wolf Creek Drive South and Teton Trail/Fireside Drive
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22"d day of February, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

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MULTI -WAY STOP WARRANT (Residential Streets)
Major Street: Wolf Valley Creek Drive South Critical Approach Speed 35 MPH Minor Street: Teton Trail/Fireside Dr Critical Approach Speed 25 MPH Wararnts 1, 2, and 3 Must Be Satisfied

1. Minimum Vehicular Volume Satisfied Yes No X�
MINIMUM REQUIREMENTS I 7:00 AM 8:00 AM1 2:00 PM1 3:00 PM1 4:00 PM1 5:00 PM1 6:00 PM1 7:00 PM1 Hour Total All
Approaches
300
545
192
507 268
355
395
268
199
Combined Vehicular
Ped Volume
(Minor Street)
100
128
76 76 64
59 60
37 30

2. Collision History Satisfied

MINIMUM REQUIREMENTS NUMBER OF ACCIDENTS
3 OR MORE 2

3. Roadway Characteristics Satisfied
(All Parts Below Must Be Satisfied)
A. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day,
B. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs, C. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%) split, and
D. Both streets are 44 feet wide or narrower.

Options (Other Criteria That May Be Considered)

4. Visibility
The intersection sight distance is less than:
155 feet for 25 MPH
200 feet for 30 MPH
250 feet for 35 MPH

5. The need to control left -turn conflicts.

6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers.

7. The roadways and intersection appear on a Suggested Route School plan.

8. There are no traffic signal or all -way stop controls located within 600 feet of the intersection.

9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area.

Yes No X�
Yes No �X
Yes No
Yes No
Yes No �X
Yes No
Satisfied
Yes No
Yes No �X
Yes No
Yes No �X
Yes No
Yes No

City of Temecula
Public Works Traffic Division
From 01/01/2018 to 12/31/2021
Total Collisions: 2 Collision Summary Report 1/11/22
Injury Collisions: 1
Fatal Collisions: 0

WOLF CREEK DR S & TETON TR

Page 1 of 1 ends

TE200930136
04/02/2020
15:15 Thursday

WOLF CREEK DR S - FIRESIDE DR
43' Direction: SOUTH Daylight Clear
Pty at Fault:1
Vehicle - Pedestrian
Pedestrian
Not Stated
21954A Hit & Run: No Property Damage Only # Inj: 1
# Killed: 0
Party 1 Pedestrian
WEST
Entering Traffic
M Age:

Pedestrian
Veh Type:

Sobriety: HNBD
Assoc Factor: None Apparent
Cell Phone Not In Use
Party 2 Driver
NORT
Proceeding Straight
F Age: 2014 MAZDA
CX-5 Sport Utility Vehicle
Veh Type:

Sobriety: HNBD
Assoc Factor: None Apparent
Lap/Shoulder Harness Used Cell Phone Not In Use
TE211870194
07/06/2021
19:33 Tuesday

WOLF CREEK DR S - TETON TR
0' Direction: Not Stated Dusk - Dawn Clear
Pty at FauIt: 1
Head -On
Other Motor
Vehicle Auto R/W Violation
21804A Hit & Run: No Other Visible Injury # Inj: 2
# Killed: 0
Party 1 Driver
NORT
Making Left Turn
M Age: 34 2016 SCION
i A Passenger Car, Station Wagon, Jeep
Veh Type:

Sobriety: HNBD
Assoc Factor: Vision Obscureme
Lap/Shoulder Harness Used Cell Phone Not In Use
Party 2 Driver
SOUT
Proceeding Straight
F Age: 49 2014 MERCEDES-BENZ M-CLASS Sport Utility Vehicle Veh Type:

Sobriety: HNBD
Assoc Factor: None Apparent
Lap/Shoulder Harness Used Cell Phone Not In Use
Settings for Query:

Start Date: 01/01/2018, End Date: 11/30/2021 (on PD Data) Street: WOLF CREEK DR S
Cross Street: TETON TR
Intersection Related: True
City: Temecula
Sorted By: Date and Time

Item No. 13

ACTION MINUTES

TEMECULA COMMUNITY SERVICES DISTRICT MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 8, 2022
CALL TO ORDER at 7:59 PM: President James Stewart
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart
CSD PUBLIC COMMENTS — None

CSD CONSENT CALENDAR
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.

Approved the Staff Recommendation (5-0): Motion by Rahn, Second by Edwards. The vote reflected unanimous approval.

12. Approve Action Minutes of January 25, 2022
Recommendation: That the City Council approve the action minuets of January 25, 2022.

13. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund and Rescinding Resolution No. CSD 04-01
Recommendation: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. CSD 2022-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY

OF TEMECULA AUTHORIZING INVESTMENT OF MONIES IN

THE LOCAL AGENCY INVESTMENT FUND AND RESCINDING
RESOLUTION NO. CSD 04-01

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTORS REPORTS

CSD ADJOURNMENT
At 8:06 PM, the Community Services District meeting was formally adjourned to Tuesday, February 22, 2022 at 5:30 PM for a Closed Session, with a regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, President
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 14

TEMECULA COMMUNITY SERVICES DISTRICT

AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Erica Russo, Director of Community Services
DATE: February 22, 2022
SUBJECT: Consider Update Regarding Proposed Temecula CultureFest and Provide General Direction Regarding the Same
PREPARED BY: Dawn Adamiak, Community Services Manager
RECOMMENDATION: That the Board of Directors consider an update regarding the proposed Temecula CultureFest and provide general direction regarding the same.

BACKGROUND: In July 2020 the Council adopted its REDI Initiative. While Phase I of the initiative was internal facing, Phase II is external facing with community involvement and engagement. On August 23, 2021, staff met with then REDI Commission Liaisons Mayor Edwards and Mayor Pro Tem Rahn to provide a status update on the initiative. The subcommittee provided direction to seek input and recommendations from the REDI Commission regarding an annual multi -cultural event hosted by the City. The questions to be considered were type of event, time and location of event, types of activities to be incorporated, and efforts to be undertaken to ensure inclusion of all segments of the community. The REDI Commission met on September 9, 2021 and January 13, 2022 on this topic and solidified its broader recommendations around four main thoughts as follows:
(1) The single day event could be a festival held annually on the weekend closest to May 21St coinciding with World Cultural Diversity Day;
(2) All segments of the community should be made aware of the event and encouraged to attend or actively participate (i.e., individuals, children, families, etc.) based on current demographic data of the community;
(3) Activities could include food, drink, entertainment, and education tied to cuisine, history, and awareness of different cultures and related norms; and (4) There could be an economic, tourism, and resource tie in with the event for local businesses, service providers, and non -profits.

Based on this conceptual framework, the Special Events Team has begun tentatively planning for this annual event pending the Board of Directors providing additional general direction.

FISCAL IMPACT: Total budget is estimated at $40,000 and has been requested during the mid -year budget process.

ATTACHMENTS: None

Item No. 15

ACTION MINUTES

SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 8, 2022
CALL TO ORDER at 8:06 PM: Chair Matt Rahn
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart
SARDA PUBLIC COMMENTS - None

SARDA CONSENT CALENDAR
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.

Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Stewart. The vote reflected unanimous approval.

14. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund and Rescinding Resolution No. RDA 04-01
Recommendation: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. SARDA 2022-03

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT

AGENCY AUTHORIZING INVESTMENT OF MONIES IN THE

LOCAL AGENCY INVESTMENT FUND AND RESCINDING
RESOLUTION NO. RDA 04-01

SARDA EXECUTIVE DIRECTOR REPORT

SARDA BOARD OF DIRECTOR REPORTS

SARDA ADJOURNMENT
At 8:07 PM, the Successor Agency to the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, February 22, 2022, at 5:30 PM for a Closed Session, with a regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

Matt Rahn, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 16

ACTION MINUTES

TEMECULA PUBLIC FINANCING AUTHORITY MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 8, 2022
CALL TO ORDER at 8:07 PM: Chair Matt Rahn
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart
TPFA PUBLIC COMMENTS — None

TPFA CONSENT CALENDAR
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.

Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Stewart. The vote reflected unanimous approval.

15. Approve and Adopt Resolution to Appoint the Consultants to Assist with the Refunding of the 2012 Bonds for CFD No. 03-1 (Crowne Hill)
Recommendation: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. TPFA 2022-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

APPOINTING CONSULTANTS IN CONNECTION WITH THE

PROPOSED ISSUANCE OF SPECIAL TAX REFUNDING

BONDS, AND AUTHORIZING AND DIRECTING ACTIONS

WITH RESPECT THERETO - COMMUNITY FACILITIES
DISTRICT NO. 03-1 (CROWNE HILL)

16. Approve and Adopt Resolution to Appoint the Consultants to Assist with the Refunding of the 2012 Bonds for CFD No. 03-03 (Wolf Creek)
Recommendation: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. TPFA 2022-02

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

APPOINTING CONSULTANTS IN CONNECTION WITH THE

PROPOSED ISSUANCE OF SPECIAL TAX REFUNDING

BONDS, AND AUTHORIZING AND DIRECTING ACTIONS

WITH RESPECT THERETO - COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)

TPFA EXECUTIVE DIRECTOR REPORT

TPFA BOARD OF DIRECTORS REPORTS

TPFA ADJOURNMENT
At 8:11 PM, the Temecula Public Financing Authority meeting was formally adjourned to Tuesday, February 22, 2022, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

Matt Rahn, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 17

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Luke Watson, Deputy City Manager
DATE: February 22, 2022
SUBJECT: Approve the Second Amendment to the Disposition and Development Agreement for Vine Creek Apartments Affordable Housing Development Between the City of Temecula, as Housing Successor to the Former Temecula Redevelopment Agency, and Temecula Pacific Associates
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING

SUCCESSOR AND IN ITS CAPACITY AS THE CITY

APPROVING A SECOND AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT WITH
TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE
CREEK" 60 UNIT APARTMENT PROJECT
PROJECT DESCRIPTION: Vine Creek Apartments (Project) is a three-story, 100% affordable, multi -family project, totaling sixty units, with fifteen units available for special needs occupants (twelve units for autism and three units for sensory). The Project is located on three parcels, approximately 130 feet north of the intersection of Main Street and Pujol Street, on the east side of Pujol Street. Two of the parcels are owned by the City, as Housing Successor to the Redevelopment Agency.

BACKGROUND: In 2015, the City as Housing Successor to the Former Redevelopment Agency obtained clearance from the Department of Finance to spend the remaining 2010 and 2011 affordable housing tax allocation bond proceeds for their originally intended purpose — for the creation of affordable housing. As a result, the Supportive Housing/Services Ad Hoc Subcommittee, then consisting of Council Members Naggar and Washington, directed staff to create a Request for Proposals (RFP) to solicit proposals from interested developers for the construction of affordable housing developments.

In February 2016, with input from the Subcommittee (then consisting of Council Members McCracken and Naggar), staff issued an RFP to solicit development proposals that address one or more of the following housing needs: seniors, veterans, special needs, transitional, or supportive.

In response to the RFP, the City received twenty proposals from thirteen developers on eight different sites.

On February 28, 2017, staff presented all twenty proposals to the Supportive Housing/Services Ad Hoc Subcommittee, now consisting of Council Member Rahn and Mayor Naggar. The Subcommittee considered many facets of each project including the number of units, cash assistance, City land donation request, target population, service provider, and program description. The Subcommittee recommended that staff present the entire City Council with all of the proposals.

On April 11, 2017, City Council recommended that eight proposals move forward to the next round of analysis. On September 12, 2017, the Supportive Services/Housing Subcommittee selected five development teams to interview with the Subcommittee and staff. On January 16, 2018, the Subcommittee made the final decision, and selected two projects to move forward with, one of which is Vine Creek Apartments (Project).

Due to the timing of the 9% Low Income Housing Tax Credits (LIHTC) applications, Temecula Pacific Associates (then Pacific West Communities), requested to enter into a Land Use Entitlement Processing Agreement with the City, allowing them to move forward with the entitlement process. This agreement allowed Temecula Pacific Associates (Developer) to simultaneously pursue critical financing for the Project. The Project was approved by Planning Commission on February 20, 2019.

Disposition and Development Agreement
On June 25, 2019, the City Council approved a Disposition and Development Agreement (DDA) with Temecula Pacific Associates to establish the terms and conditions surrounding the development of the Project, including a $2.7 million financial contribution and land donation.

First Amendment to the DDA
On November 10, 2020, the developer requested an amendment to the DDA by extending the term of the agreement, in order to allow for additional applications for tax credit financing through the State. The Developer will apply for tax credits through 2024, or until awarded.

Second Amendment to the DDA
Since the adoption of the DDA in 2019, the developer has submitted five (5) tax credit applications to the State Tax Credit Allocation Committee (TCAC) as required by the DDA. Unfortunately, the Project did not score as high as the other project applications in each of those five tax credit application rounds. Tax credit financing is a critical source of funding for the Project. After the fifth unsuccessful tax credit round, the developer approached the City and requested additional funding in the amount of $4 million. The Developer explained that the additional funds would increase the Project's tax credit score to a level that would make it much more competitive in future tax credit rounds.

City staff engaged Keyser Marston Associates (KMA) to analyze and test the developers claim that the additional City funds were necessary to make the Project more competitive in future tax credit rounds. KMA's analysis revealed that with the additional City financial contribution of $4 million, the Project's tax credit tie -breaker score would rise from 48.1% currently, to 67.8%. Over the last two tax credit rounds for the inland valley area, projects the had scores between 60-70% won tax credits in those rounds. Therefore, KMA's analysis did reveal that an additional

contribution of $4 million to the Project significantly increased the likelihood that the Project would win a future tax credit round.

FISCAL IMPACT: The Second amendment to the DDA propose to increase the financial contribution from the City by a total of $4 million. Thereby bringing the City's new total financial contribution to the Project to:
• Deferred Fee Loan of $698,281 consisting of Development Impact Fees (DIF), Quimby fees, permit fees, Public Works fees, and Fire fees
• Permanent Loan up to $5,301,719
• Purchase Money Loan of $710,000
As part of the Pandemic Community Reinvestment Program (PCRP), the proposed additional $4 million in Project funding would come from the General Fund.

ATTACHMENTS: 1. Resolution

2. Second Amendment to the Disposition and Development
Agreement

3. First Amendment to the Disposition and Development
Agreement

4. Disposition and Development Agreement

5. Final Summary 33433 Report

RESOLUTION NO.2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA, ACTING IN ITS CAPACITY AS THE

HOUSING SUCCESSOR AND IN ITS CAPACITY AS THE

CITY APPROVING A SECOND AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT WITH
TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE
CREEK" 60 UNIT APARTMENT PROJECT

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that:
(a) The City of Temecula entered into a Disposition and Development Agreement (DDA) dated June 25, 2019 providing for the conveyance of two parcels of real property to Temecula Pacific Associates, generally located approximately 130 feet north of the Main Street and Pujol Street intersection, on the east side of Pujol Street, for development as specified in the DDA.

Section 2. The City Council entered into a First Amendment to the Disposition and Development Agreement dated November 10, 2020, providing the developer the ability to extend the term of the DDA and to apply for additional tax credits in all tax credit rounds through 2024.

Section 3. The City Council hereby approves the "SECOND AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT WITH TEMECULA PACIFIC ASSOCIATES, FOR THE "VINE CREEK" 60 UNIT APARTMENT PROJECT" and authorizes the Mayor to execute said Second Amendment on behalf of the City in substantially the form presented to the City Council.

Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

Attachment A

SECOND AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT

THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (the "Amendment") is dated as of February 22, 2022 and is entered into by and between the CITY OF TEMECULA, as successor of the housing assets of the former Temecula Redevelopment Agency (the "City"), and TEMECULA PACIFIC ASSOCIATES, a California limited partnership ("Developer").

RECITALS
A. City and Developer entered into that certain Disposition and Development Agreement as of June 25, 2019, which was amended by a First Amendment to Disposition and Development Agreement dated November 10, 2020 ("Agreement").

B. City and Developer desire to further amend the Agreement to increase the amount of the permanent loan to be made by City under the Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Amendment, the parties hereto agree as to amend the Agreement as follows:

1. Increase in City Permanent Loan Amount. The City's permanent loan amount is hereby increased by $4,000,000 (from $1,301,719 to $5,301,719), and the first two paragraphs of Section 2.2 of the DDA are deleted and are replaced with the following:
"City shall make loans to Developer in the amount of (i) the Purchase Price; (ii) $698,281.00 of deferred City fees (consisting of development impact fees, Quimby fees, building permit fees, public works fees, fire dept. fees); and (iii) $5,301,719 as a permanent loan (the " City Permanent Loan"), all on the terms set forth in the promissory note ("City Loan Promissory Note") attached hereto as Exhibit "C"."

2. Conflict. Except as amended herein, the Agreement remains in full force and effect. To the extent of any conflict between this Amendment and the Agreement, this Amendment shall govern.

3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the day and year first above written.
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DEVELOPER:

TEMECULA PACIFIC ASSOCIATES
By: TPC Holdings IX, LLC
an Idaho limited liability company
By: Pacific West Communities, Inc.,
an Idaho corpo tion, its manager
By:

Caleb oape, President and CEO
CITY:

CITY OF TEMECULA
Mayor
ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Bruce Galloway of Richards,
Watson & Gershon, counsel to City
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11086-0111 \2614820v l .doc

FIRST AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT

THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") is dated as of November 10, 2020 and is entered into by and between the CITY OF TEMECULA, as successor of the housing assets of the former Temecula Redevelopment Agency (the "City"), and TEMECULA PACIFIC ASSOCIATES, A California limited partnership ("Developer").

RECITALS
A. City and Developer entered into that certain Disposition and Development Agreement as of June 25, 2019 ("Agreement").

B. City and Developer desire to amend the Agreement to provide Developer with additional time and support to identify additional subsidies and receive an award of tax credits.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Amendment, the parties hereto agree as to amend the Agreement as follows:

1. Additional Tax Credit Applications.
(A) Section 5.1.8 of the Agreement is hereby amended and restated in its entirety as follows:
"The failure of Developer to apply for 9% tax credits in both rounds for 2021 or 2022 until awarded (provided that Developer, in its discretion, may apply for 4% tax credits instead of 9% tax credits after two unsuccessful 9% rounds); the failure of Developer to apply for California state tax credits in both rounds for 2023 or 2023 until awarded; or the failure to deliver to City evidence of an application for tax credits after the application is submitted within ten (10) days of written request from City."
(B) The Schedule of Performance that is attached to the Agreement is hereby amended to reflect that the Developer will apply for tax credits in 2021, 2022, 2023 and 2024, until awarded.

2. Additional Funds. City will cooperate in good faith with Developer to secure additional funding sources for the Project of up to $2,800,000, including without limitation a PHLA grant, funds available from Riverside County, or other funds available to the City for use on housing or redevelopment projects.
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3. Conflict. Except as amended herein, the Agreement remains in full force and effect. To the extent of any conflict between this Amendment and the Agreement, this Amendment shall govern.

4. Counteroarts. This Amendment may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the day and year first above written.

DEVELOPER:

TEMECULA PACIFIC ASSOCIATES
By: TPC Holdings VII, LLC
an Idaho limited liability company,
a general partner
By:
---
CalW Roope, Manager
CITY:

CITY OF TEMECULA
Flo, Qyy! t
or
AT T:

Ran i 3ohl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney
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SCHEDULE OF PERFORMANCE
This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

Action
Date / Deadline
Items 1 — 10 Relate to Developer Actions
and Requirements Prior to or through/at the
Close of Escrow

1. Opening of Escrow. The Parties shall
Within five (5) business days after the award of
open escrow with the Escrow Holder.
tax credits.

2. Preliminary Project Bud et. The
Prior and as a condition to Close of Escrow.

Developer shall submit a preliminary
Project Budget for the Improvements.

3. .Final Plans and Specifications. The
Prior and as a condition to Close of Escrow.

Developer shall submit the Final Plans
and Specifications for City approval.

4. Building Permits. The Developer shall
Prior and as a condition to the Close of Escrow.
obtain the Building Permit for the
construction of the Improvements.

5. Construction Contract. The Developer
Prior and as a condition to the Close of Escrow.
shall submit the construction contract for
the construction of the Improvements to
the City for approval.

6. Performance and Payment Bonds. The
Prior and as a condition to the Close of Escrow.

Developer shall deliver to the City
copies of the required performance and
payment bonds.

7. Insurance. The Developer shall submit
Prior and as a condition to the Close of Escrow.
evidence of insurance to the City.

8. Project Budget. The Developer shall
Prior and as a condition to the Close of Escrow.
submit the Project Budget to City
together with reasonable evidence that
all equity required will be available at
the Closing.
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Action
Date / Deadline

9. Tax Credit Applications/Award.

Developer must apply for 9% tax credits in the
second record for 2019, both records for 2020,
2021, 2022, 2023, 2024 (until awarded) and must
provide evidence thereof to City, and form a
limited partnership to provide for investment of
tax credit -based equity, and deliver a copy of the
partnership agreement to City. Developer must
be awarded tax credits and must provide evidence
thereof to City prior (and as a condition) to Close
of Escrow.

10. Tax Credit Equity. All tax credit equity
Prior and as a condition to Close of Escrow.
must have been invested in the
Developer entity and available for
Project Costs, as shown by reasonable
evidence delivered to City
Items 11 — 15 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow

11. Close of Escrow. The Developer shall
Within seven (7) months after award of tax
purchase the Land from the City and
credits, but not later than July 1, 2025.
shall concurrently close the
Construction Loan.

12. Commencement of Construction.

No later than 30 days after the Close of Escrow.

Developer shall substantially commence
the hn rovements.

13. Completion of Grading. Developer shall
Not later than six (6) months following the
substantially complete the grading for
commencement of construction.
the Project.

14. Commencement of Vertical
Not later than eight (8) months after the
Construction. Developer shall
commencement of construction.
commence vertical construction.

15. Co m letionQualification for
No later than fourteen (14) calendar months after
Certificate of Completion. The Project
the commencement of construction.
shall be completed and shall qualify for
a Certificate of Completion.
0 DISPOSITION AND DEVELOPMENT AGREEMENT
by and between the

CITY OF TEMECULA
WTU4J

TEMECULA PACIFIC ASSOCIATES,
a California limited partnership
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TABLE OF CONTENTS
Page

1. DEFINITIONS..................................................................................................................I

1.1 Definitions.............................................................................................................I

2. PURCHASE AND SALE OF THE PROPERTY.............................................................6

2.1 Purchase and Sale................................................................................................. 6 2.2
Purchase Money Loan ........................................................................................... 7 2.3
Opening and Closing of Escrow........................................................................... 8 2.4
Condition of Title.................................................................................................. 8 2.5
City Conditions to Close of Escrow......................................................................9

2.6 Developer Conditions to Close of Escrow..........................................................10

2.7 Costs....................................................................................................................10

2.8 Condition of the Property ....................................................................................11

2.9 Deposits into Escrow by City.............................................................................13

2.10 Deposits into Escrow by Developer....................................................................14

2.11 Authorization to Record Documents and Disburse Funds..................................14

2.12 Escrow's Closing Actions...................................................................................15

3. DEVELOPMENT AND RESERVES COVENANTS...................................................15

3.1 Development of the Project................................................................................15

3.2 City's Right to Review Plans and Specifications...............................................16

3.3 Construction Contract.........................................................................................16

3.4 Costs of Entitlement, Development and Construction........................................16

3.5 Rights of Access and Inspection.........................................................................16

3.6 Local, State and Federal Laws............................................................................17

3.7 City and Other Governmental City Permits and Approvals...............................17

3.8 No Discrimination During Construction.............................................................17

3.9 Taxes, Assessments, Encumbrances and Liens..................................................17

3.10 No Agency Created.............................................................................................17

3.11 Certificate of Completion...................................................................................17

3.12 Capital Replacement Reserve.............................................................................17

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ............................18

4.1 Restriction on Transfer of Developer's Rights and Obligations .........................18

4.2 Holders of Deeds of Trust...................................................................................18

4.3 Rights of Holders................................................................................................18

4.4 Noninterference with Holders.............................................................................19

4.5 Right of City to Cure...........................................................................................19

4.6 Right of City to Satisfy Other Liens...................................................................19

5. DEFAULT, REMEDIES AND TERMINATION..........................................................19

5.1 Defaults...............................................................................................................19

5.2 Remedies.............................................................................................................20

5.3 No Speculation....................................................................................................22

5.4 No Personal Liability.......................................................................................... 22

5.5 Rights and Remedies are Cumulative................................................................. 22 -1-
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TABLE OF CONTENTS (cont.)
Page

5.6 Inaction Not a Waiver of Default........................................................................22

5.7 Force Majeure.....................................................................................................23

6. INSURANCE.................................................................................................................. 23

6.1 Insurance............................................................................................................. 23

6.2 Indemnity............................................................................................................ 24

7. REPRESENTATIONS AND WARRANTIES...............................................................25

7.1 Developer Representations.................................................................................25

7.2 City Representation.............................................................................................25

8. GENERAL PROVISIONS.............................................................................................25

8.1 Notices................................................................................................................25

8.2 Construction........................................................................................................26

8.3 Interpretation....................................................................................................... 26 8.4
Time of the Essence............................................................................................ 26 8.5
Warranty Against Payment of Consideration for Agreement .............................26

8.6 Attorneys' Fees................................................................................................... 26 8.7
Entire Agreement................................................................................................ 27 8.8
Severability......................................................................................................... 27 8.9
No Third Party Beneficiaries..............................................................................27

8.10 Governing Law...................................................................................................27

8.11 Survival...............................................................................................................27

8.12 City Actions........................................................................................................27

8.13 Counterparts........................................................................................................27

TABLE OF EXHIBITS
EXHIBIT "A"

LEGAL DESCRIPTION OF LAND OWNED BY CITY
EXHIBIT "A-l"

DESCRIPTION OF LAND OWNED BY DEVELOPER
EXHIBIT `B"

FORM OF GRANT DEED
EXHIBIT "C"

FORM OF CITY LOAN PROMISSORY NOTE
EXHIBIT "D"

FORM OF CITY LOAN DEED OF TRUST
EXHIBIT "E"

SCHEDULE OF PERFORMANCE
EXHIBIT "F"

SCOPE OF DEVELOPMENT
EXHIBIT "G"

FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS
EXHIBIT "H"

FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY
AGREEMENTS (2)
EXHIBIT "I"

FORM OF CERTIFICATE OF COMPLETION
EXHIBIT "J"

BASE PRO -FORMA
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DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is dated as of June 25, 2019 and is entered into by and between the CITY OF TEMECULA, as successor of the housing assets of the former Temecula Redevelopment Agency (the "City"), and TEMECULA PACIFIC ASSOCIATES, A California limited partnership ("Developer").

RECITALS
A. City believes it owns the land described on Exhibit "A" (the "Property"), having acquired the Property from the former redevelopment agency as a housing asset. The City is the successor to the housing assets of the former redevelopment agency, which initially acquired the Property using low/mod housing set -aside funds.

B. Developer desires to acquire the Property from City for the purpose of developing a sixty (60) unit apartment complex (the "Project") on both the Property and on adjacent property already owned by Developer that is described on Exhibit "A- I".

A material inducement to the City to enter into this Agreement is the agreement by Developer to develop the Project as provided herein, and not convey any portion of the Project until it is complete.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS.

1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below:

1.1.1 "Affiliated Person" means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member.

1.1.2 "Agreement" means this Disposition and Development Agreement.

1.1.3 "Approved Title Exceptions" is defined in Section 2.4.1.

1.1.4 "Base Pro Forma" means the Project pro forma (with projections of Operating Expenses, Gross Revenues and Housing Rent) attached hereto as Exhibit "J".

1.1.5 "Building Permit" means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City. 11086-0001 \2304251 v3.doc

1.1.6 "Capital Replacement Reserve" means a reserve fund to be established by the Developer pursuant to Section 3.12 hereof.

Section 3.11.

1.1.7 "Certificate of Completion" means the certificate described in

1.1.8 "City" means the City of Temecula, a municipal corporation.

1.1.9 "City Manager" means the City Manager of the City.

1.1.10 "Close of Escrow" is defined in Section 2.3.

1.1.11 "Construction Contract" is defined in Section 3.3.

1.1.12 "Debt Service" means required debt service payments and reserve deposits under the Senior Project Loan.

Greer.

1.1.13 "Default" is defined in Section 5.1.

1.1.14 "Deposit" is defined in Section 2.2.

1.1.15 "Disapproved Title Exceptions" is defined in Section 2.4.1.

1.1.16 "Escrow" is defined in Section 2.3.

1.1.17 "Escrow Holder" means Commonwealth Land Title Attn: Cheryl

1.1.18 "FIRPTA Affidavit" is defined in Section 2.9.1.3.

1.1.19 "Force Majeure Delay" is defined in Section 5.7.

1.1.20 "General Contractor" is defined in Section 3.3.

1.1.21 "Grant Deed" is defined in Section 2.4.2.

1.1.22 "Gross Revenues" means the sum of. the total rental income and all other revenues or income received by the Developer or its successors or assigns in connection with the Project, including without limitation Housing Rent, laundry charges or consideration received from an entity that contracts to provide laundry services, payments in connection with Section 8 certificates, if any (including payments under such certificates that are in excess of the restricted rents provided for herein), cable income or consideration received from an entity that contracts to provide cable services, each of (i) amounts paid to Developer or any Affiliated Person on account of Operating Expenses for further disbursement by Developer or such affiliate to a third party or parties, including, without limitation, grants received to fund social services or other housing supportive services at the Project; (ii) late charges and interest paid on rentals; (iii) rents and receipts from licenses, concessions, vending machines, coin laundry, and similar sources; (iv) other fees, charges, or payments not denominated as rental but payable to Developer in connection with the rental of office, retail, storage, or other space in the Project; (v) -2-
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consideration received in whole or in part for the cancellation, modification, extension or renewal of leases; (vi) interest and other investment earnings on security deposits, reserve accounts and other Project accounts to the extent disbursed, and (vii) all other income from the Project, but does not include insurance proceeds applied to reconstruct or repair the Project.

1.1.23 "Hazardous Materials" means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Land, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. ("RCRA") The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection City as hazardous substances (40 CFR. Part 302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Land, to adjacent properties, or to persons on or about the Land, (ii) which causes the Land to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Land requires investigation, reporting or remediation under any such laws or regulations.

1.1.24 "Holder" is defined in Section 4.2.

1.1.25 "Housing Rent" means the total of payments by the tenants of the Project for (a) use and occupancy of their rental unit and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits (until they are applied), (c) a reasonable allowance for utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity and gas, provided that the rent charged as to any affordable unit shall not exceed the affordable rent described in the Regulatory Agreement.

1.1.26 "Improvements" means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Land, as described in the Scope of Development.
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1.1.27 "Institutional Lender" means US Bank, Wells Fargo, Citibank, Chase, Rabobank, Pacific Western Bank, or if reasonably acceptable to City, any other reputable and established bank (State or Federal), savings bank (State or Federal), trust company, insurance company, credit union, pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or Fortune 500 company, or any combination of, any one or more of the entities described above.

1.1.28 "Land" means the land described on Exhibits "A" and "A-l" attached hereto.

1.1.29 "Lender" means the holder of any Security Instrument and such holder's successors and assigns.

1.1.30 "Operating Expenses" means actual, reasonable and customary costs, fees and expenses directly incurred and for which payment has been made and which are attributable to the operation, maintenance, and management of the Project (but not any capital replacement reserves or other reserves, expenditures or capital, including without limitation the following (to the extent actual, reasonable and customary, and attributable to the operation, maintenance or management of the Project): painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; sewer charges; real and personal property taxes and assessments; insurance premiums; security; advertising, promotion and publicity; office, janitorial, cleaning and building supplies; actual and customary salary payable to an on -site manager which directly and exclusively benefits residents of the Project; reasonable partnership management fees if required by Developer's partnership agreement but not to exceed $6,000 a year, increased by 2% a year, for the general partner, and not to exceed $5,000 increased by 2% a year for lease years 1-15, for limited partners; a management fee ("Management Fee") to a third party property manager of not to exceed six percent (6%) of Gross Revenues; purchase, repairs, servicing and installation of appliances, equipment, fixtures and furnishings; reasonable and customary fees and expenses of accountants, attorneys, consultants and other professionals as incurred commencing after the completion of the Project (as evidenced by the issuance by City of a certificate of occupancy) in connection with the operation of the Project; payments of deductibles in connection with casualty insurance claims not normally paid from reserves; and payment of any tax credit adjuster payments and deferred developer fees. The Operating Expenses shall not include non -cash expenses, including without limitation, depreciation.

Operating Expenses shall also exclude all of the following: (i) salaries of employees of Developer or Developer's general overhead expenses, or expenses, costs and fees paid to an Affiliated Person; (ii) any amounts paid directly by a tenant of the Project which, if incurred by Developer, would be Operating Expenses; (iii) optional or elective payments with respect to the Senior Project Loan; (iv) any payments with respect to any loan or financing other than the Senior Project Loan or a Refinancing; (v) expenses, expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to completion of the Project, or any portion thereof, including, without limitation, all predevelopment and preconstruction activities conducted by Developer in connection with the Project, including, without limitation, the preparation of all plans and the performance of any tests, studies, investigations or other work, and the construction of the Project and any on site or off site work in connection therewith; (vi) -4-
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depreciation, amortization, and accrued principal and interest expense on deferred debt; and (vii) any partnership internal fees except as set forth above. The Operating Expenses shall be reported in the Annual Financial Statement and Residual Receipts Report and shall be broken out in line - item detail.

1.1.31 "Party" means any party to this Agreement, and "Parties" means all parties to this Agreement.

1.1.32 "Permitted Exceptions" is defined in Section 2.4.2.

1.1.33 "Permitted Security Instrument" means any Security Instrument (a) that encumbers only the Project; (b) a copy of which, together with the related loan documents, is promptly after execution delivered to City, (c) that is held by a Lender that is an Institutional Lender, and (d) only secures the repayment of money used to pay or reimburse the Total Development Costs or any Refinancing permitted by this Agreement.

1.1.34 "Plans and Specifications" means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project.

1.1.35 "Project" means the Land and Improvements.

1.1.36 "Project Budget" is defined in Section 2.5.1.

1.1.37 "Purchase Price" is defined in Section 2.1.

1.1.38 "Refinancing" means any loan secured by a Permitted Security Instrument that Developer obtains to pay off all or a portion of an existing loan secured by a Permitted Security Instrument and costs in connection the loan.

1.1.39 "Released Parties" is defined in Section 2.8.3.

1.1.40 "Residual Receipts" for a particular Operating Year means Gross Revenues for the corresponding Operating Year less (i) Debt Service payments made during such Operating Year on the Senior Project Loan in amounts not in excess of the amounts due and payable during such Operating Year (i.e. not including prepayments); and (ii) Operating Expenses. All calculations of Residual Receipts shall be made annually, on or before April 15 for the preceding Operating Year, on a cash (and not accrual) basis and the components thereof shall be subject to verification and approval, on an annual basis, based upon conformity with the terms of this Agreement and the City Loan Promissory Note, by City.

1.1.41 "Schedule of Performance" means the schedule attached hereto as Exhibit `B".

1.1.42 "Scope of Development" means the description attached hereto as Exhibit "C".

1.1.43 "Senior Project Loan" means the loan or loans that Developer obtains from an Institutional Lender in an amount that is sufficient to pay and the proceeds of -5-
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which are to be used and applied solely to pay (a) the reasonable costs of obtaining such loan, and (b) the Total Project Costs. Such loan shall provide for normal and customary disbursement controls for the payment of Total Project Costs as construction of the Project progresses and normal and customary fees and expenses for a loan of similar size and purpose. Such loan may also provide for a portion of the loan to convert to a permanent loan status following completion of the Project. Any refinancing of a Senior Project Loan that either (i) does not exceed the outstanding principal balance of the loan refinanced plus refinancing loan closing costs or (ii) has Debt Service which does not exceed the Debt Service on the loan being refinanced shall also be a Senior Project Loan

1.1.44 "Title Company" shall mean the Escrow Holder (i.e., the Title Company and the Escrow Holder are the same).

1.1.45 "Total Project Costs" means all hard and soft costs of the construction of the Project, including land costs and carry costs, as set forth in the Project Budget.

1.1.46 "Transfer" is defined in Section 4.1.1.

1.1.47 "Transferee" is defined in Section 4.1.2.

1.1.48 "Withholding Affidavit" is defined in Section 2.8.1.2.

2. PURCHASE AND SALE OF THE PROPERTY; PURCHASE PRICE;
DEPOSIT.

2.1 Purchase and Sale; Purchase Price; Deposit.

2.1.1 Purchase and Sale Purchase. In accordance with and subject to the terms and conditions hereinafter set forth, the City agrees to sell the Property to Developer, and Developer agrees to purchase the Property from the City.

2.1.2 Purchase Price. The purchase price for the Property to be paid by Developer (the "Purchase Price") shall be the fair market value of the Property based on an appraisal (or appraisal update) obtained by City from a reputable MAI appraiser at Developer's cost that is dated no earlier than six (6) months prior to the Closing Date. Said fair market value as of the date hereof is $710,000.00. (Developer shall reimburse City for the costs of the appraisal and any update within ten days after written demand from City with evidence of the costs.) Notwithstanding anything to the contrary contained herein, the Close of Escrow shall not occur until such time as the Closing Conditions, as defined in Section 2.7 hereof, have been satisfied. At the Close of Escrow, the City shall convey title to the Property to Developer by grant deed in the form attached hereto as Exhibit `B" (the "Grant Deed").

2.1.3 Deposit. Within ten (10) business days after the date this Agreement is executed by the City and delivered to Developer, the Developer shall deposit the sum of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) with City (the "Deposit").

The Deposit shall be held by City in a non -interest bearing account. In the event the Close of Escrow does not occur due to a default by Developer, the Deposit shall be delivered to and -6-
11086-0001 \2304251 v3.doc

retained by the City as liquidated damages for such default. If this Agreement is terminated by Developer pursuant to its terms prior to the Close of Escrow, or if the Close of Escrow occurs, then the Deposit shall be returned to Developer. DEVELOPER AND CITY AGREE THAT

BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT

WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH CITY'S

DAMAGES BY REASON OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW. ACCORDINGLY, DEVELOPER AND CITY AGREE THAT IN THE EVENT OF

A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW, CITY SHALL BE ENTITLED TO THE DEPOSIT AS LIOUIDA-EED DAMAGES.

Developer Initials: � // City

2.2 Purchase Money N6; Deferred Fee Loan; Cdhtingent'Permanent Loan.

City shall make loans to Developer in the amount of (i) the Purchase Price; (ii) $698,281.00 of deferred City fees (consisting of development impact fees, Quimby fees, building permit fees, public works fees, fire dept. fees); and (iii) $1,301,719 as a permanent loan (the " City Permanent Loan") on the terms set forth in the promissory note ("City Loan Promissory Note") attached hereto as Exhibit "C"; however, the Developer acknowledges and agrees that: (a) the City's obligation to fund the City Permanent Loan is limited to funds received by the City from SERAF Repayments (as defined below) and not any other funds of the City, and (b) if the SERAF Repayments (as defined below) received by the City during fiscal years 2019-20 and 2020-21 total less than $1,301,719, then the principal amount of the City Permanent Loan will be reduced to the actual amount of SERAF Repayments received by the City during fiscal years 2019-20 and 2020-21.

As used herein, the term "SERAF Repayments" shall mean funds to be received by the City from the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), which in turn shall have been received by the Successor Agency from the Riverside County Auditor -Controller's disbursements from the Redevelopment Property Tax Trust Fund pursuant to Line Item No. 4 of the Successor Agency's annual Recognized Obligation Payment Schedule as approved by the California State Department of Finance (for repayments under the Health and Safety Code Sections 33690(a), 33690.5 and 34171(d)(1)(G)).

The City Loan Promissory Note shall be secured by a deed of trust on the Project in the form attached hereto as Exhibit "D" ("City Loan Deed of Trust"). The City shall reasonably subordinate the City Loan Deed of Trust to the deed of trust securing the Senior Project Loan by a reasonable subordination agreement approved by the City Manager. The City loan shall be repaid with Residual Receipts, as described in the City Loan Promissory Note.

On or before April 15 of each calendar year, Developer shall provide the City with an annual Residual Receipts report in form and substance reasonably acceptable to City that include annual financial statements with respect to the Project that have been reviewed by an independent certified public accountant, together with an express written opinion of such independent certified public accountant that such report presents the financial position, results of operations and cash flows of the Project accurately and in accordance with tax accounting principles ("Annual Financial Report"). In the event the Residual Receipts reported or paid deviate by three percent (3%) or more from that amount determined to be owing upon review of -7-
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Developer's submittal and, an audit (and the City shall have the right to audit), Development shall reimburse City for its cost to review and shall pay the amounts owing.

2.3 Opening and Closing of Escrow. Within five (5) business days after tax credits are awarded, the City and the Developer shall cause an escrow (the "Escrow") to be opened with Escrow Holder for the sale of the Property by the City to Developer and for the closing of Senior Project Loan. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the escrow instructions for the Escrow. The City and Developer shall provide such additional instructions as shall be necessary and consistent with this Agreement. Provided that each of the conditions to closing described in Section 2.7 have been satisfied, Escrow shall close (the "Close of Escrow") within seven (7) months after the award of tax credits, but not later than March 1, 2021. If the Close of Escrow does not occur by such date, any party not then in default may terminate this Agreement by written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer.

2.4 Condition of Title; Title Insurance.

2.4.1 Title Exceptions; Survey. Upon City's delivery to Developer of a copy of this Agreement executed by City, City shall obtain a preliminary title report for the Property (the "PTR") from the Title Company and shall deliver it (or cause it to be delivered to) Developer which shall include hyperlinks to copies of the title exception documents. Developer shall have thirty (30) days after delivery of the PTR to Developer to review and approve or disapprove any title exceptions in the PTR, and notify City in writing of any such title exceptions to which Developer objects.] Upon the execution of this Agreement, Developer may cause an ALTA survey ("Survey") to be performed within thirty (30) days and shall promptly deliver a copy of the Survey to the City together with any objections (if any) to any title exceptions shown on the Survey. City shall have twenty (20) days after delivery by Developer to City of a written objection to a title exception to notify Developer in writing that City will: (a) remove one or more of the applicable exception(s) or cause them to be removed by the end of the Due Diligence Period (as defined in Section 2.8.2 below) or reasonably insured over by the Title Company; (b) decline to remove exceptions (or to cause them to be reasonably insured). Failure by City to so notify Developer shall be deemed to be City's election not to remove or otherwise address the applicable title exception(s). If City notifies Developer that City will remove (or cause to be removed) one or more of such title exceptions, then City shall do so on or before the Close of Escrow (unless this Agreement is terminated by Developer under this Section or Section 2.8.2 below). If City fails to so notify Developer as to any exception, or declines to remove or insure over title exceptions, then Developer may terminate this Agreement by written notice to City. If Developer fails to so terminate this Agreement, Developer shall be deemed to have approved and accepted the applicable title exceptions (which, together with any title exceptions approved or created by Developer, are hereinafter referred to as the "Approved Title Exceptions"). As used herein, the term "Disapproved Title Exceptions" shall mean any title exceptions that City has agreed to remove, cause to be removed or cause to be "insured over".

2.4.2 At the Close of Escrow, the City shall convey title to the Property to Developer by grant deed in the form attached hereto as Exhibit `B" (the "Grant Deed"). Title to the Property shall be conveyed subject to: (i) non -delinquent current real property taxes and -8-
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assessments not yet due for the tax year during which the conveyance occurs, (ii) all Approved Title Exceptions, and (iii) the terms of this Disposition and Development Agreement and other covenants included in the Grant Deed (collectively, the "Permitted Exceptions"). After the date of the PTR, City shall not further encumber the Property without Developer's prior written consent.

2.5 City Conditions to Close of Escrow. The obligation of the City to close Escrow shall be subject to the satisfaction (or express written waiver by the City Manager) of each of the following conditions (collectively, the "City Conditions"):

2.5.1 Developer shall have submitted to the City Manager, and the City Manager shall have approved, a comprehensive project budget, showing line items for each type of expenditure and the applicable sources of funds (the "Project Budget"), together with a copy of all commitments obtained by the Developer for construction financing, permanent financing, and other financing from external sources (including tax credit equity) to assist in financing the development of the Development, certified by the Developer to be true and correct, and an audited financial statement (or other evidence in a form satisfactory to the City) demonstrating that the Developer has sufficient additional capital funds (i.e., "equity") available and is committing such funds to cover the difference, if any, between costs of development of the Development and the funds available to the Developer (the "Project Budget").

2.5.2 The Developer shall have delivered to the City a copy of the construction loan documents, financial terms of which must be consistent with the Project Budget.

2.5.3 The Senior Project Loan shall close prior to or concurrently with the Close of Escrow.

2.5.4 The City Manager shall have approved the executed Construction Contract for the Project, as provided in Section 3.3 hereof.

2.5.5 The Developer shall have submitted to the City Manager a description of the legal and ownership structure of the Developer and any assignee (and its organizational documents) and the City Manager shall have approved such entity and documents.

2.5.6 The City shall have received evidence acceptable to the City Manager that the construction -related insurance required by Section 6.1 of this Agreement shall be in effect.

2.5.7 All conditions to the issuance of the Building Permit shall have been approved/issued.

2.5.8 The Developer shall have provided evidence to the City that the Developer's general contractor is experienced, creditworthy and able to construct and complete the Project (pursuant to the Construction Contract) and, unless such bonds are waived (i.e., and not required) by the lender of the Senior Project Loan, evidence that the obligations of Developer's general contractor to construct the Project have been bonded, for the express benefit of Developer, Developer's construction lender and the City. If the bonding requirement applies, -9-
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Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AIA form A311 or A312), issued by a surety admitted to issue insurance in the State of California and otherwise acceptable to the City Manager, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall name the City as a co -obligee and may also name Developer and Developer's construction lender as co obligees. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular. All of the foregoing shall be satisfactory in form and substance to the City Manager.

2.6 Developer Conditions to Close of Escrow. The obligations of the Developer to close escrow shall be subject to the satisfaction (or waiver by Developer) of the following conditions (the "Developer Conditions"):

2.6.1 There shall have been no change to the physical condition of the Property and no new title exceptions after the date of the PTR that, in either case, would materially and adversely affect the development, use or operation of the Project.

2.6.2 City's removal (or Title Company's reasonably insuring over) all Disapproved Title Exceptions.

2.6.3 The representation of the City contained in Section 7.2 of this Agreement being true and correct.

2.6.4 The delivery by City of all documents and funds required to be delivered pursuant to Section 2.9 hereof.

2.6.5 The Title Company shall have committed to issue at the Close of Escrow an owner's title insurance policy, with any extended coverage and endorsements requested by Developer, showing fee simple title to the Land vested in Developer (or Developer's assignee as permitted by this Agreement), subject only to the Permitted Exceptions.

2.6.6 City shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow.

2.7 Costs; Escrow Holder Settlement Statement.

2.7.1 Developer shall be solely responsible for all costs and expenses related to the Survey, the costs of extended title insurance coverage and any title insurance endorsements (other than those obtained by City to "insure -over" a title exception), and fifty percent (50%) of the Escrow fees. City shall be responsible for the other fifty percent (50%) of the Escrow Fees, the costs of the standard Owner's policy of title insurance, documentary transfer taxes, and any endorsements obtained by City to "insure -over" title exceptions. -10-
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2.7.2 Escrow Holder is authorized on the Close of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval.

2.8 Condition of the Property.

2.8.1 "As -Is" Sale. Developer acknowledges and agrees that, except as expressly set forth herein, Developer is acquiring the Land in its "AS IS" condition, WITH ALL

FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED and neither City nor any agents, representatives, officers, or employees of City have made any representations or warranties, direct or indirect, oral or written, express or implied, to Developer or any agents, representatives, or employees of Developer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws, and Developer is not aware of and does not rely upon any such representation to any other party. Except as expressly set forth herein, neither City nor any of its representatives is making or shall be deemed to have made any express or implied representation or warranty, of any kind or nature, as to (a) the physical, legal or financial status of the Property, (b) the Land's compliance with applicable laws, (c) the accuracy or completeness of any information or data provided or to be provided by City, or (d) any other matter relating to the Property.

2.8.2 Delivery of Document by Ci1y; Inspections by Developer; Due Diligence Period. Within ten (10) business days after the date of this Agreement, City shall deliver to Developer copies of all material, non -privileged documents in the possession of City that pertain to the Property (the "Documents"). Upon the execution of this Agreement until the date that is ninety (90) days after the date of this Agreement (the "Due Diligence Period"), Developer and its contractors and consultants who are designated in writing to City ("Developer Designee's") shall have the right to enter onto the Property (without disturbing any occupants thereof) for the purpose of performing the Survey, hazardous materials inspections, soils inspections and other physical inspections and investigations; provided, however, that: (a) Developer shall deliver copies of all inspection reports to City; (b) no inspections or investigations shall damage the Property or any improvements thereon or shall be "invasive" unless the City has received a plan describing the scope of the inspection or investigation and has approved such plan in writing, which approval shall not be unreasonably withheld; (c) Developer shall immediately repair all damage caused by or related to its inspections; and (d) neither Developer nor any of Developer's Designees shall enter the Property unless Developer has provided City reasonable written evidence (such as insurance certificates and/or copies of policies) that the activities of Developer and the Developer Designees are covered by reasonable liability insurance naming City as an additional insured. Developer shall defend, indemnify and hold City harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys' fees and cost) resulting from the entry onto the Property for such purposes or for purposes of performing the Survey. If Developer disapproves to any condition of the Property or any Document, then Developer may terminate -11-
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this Agreement by written notice to City given on or prior to the end of the Due Diligence Period that describes the basis for the disapproval.

2.8.3 Releases alid Waivers. Developer acknowledges and agrees that in the event Developer does not approve of the condition of the Property under Section 2.8.2, Developer's sole right and remedy shall be to terminate this Agreement under and in accordance with Section 2.8.2. Consequently, Developer hereby waives any and all objections to or complaints regarding the Property and its condition, including, but not limited to, federal, state or common law based actions and any private right of action under state and federal law to which the Land is or may be subject, including, but not limited to, CERCLA (as defined in Section

1.1.19), RCRA (as defined in Section 1.1.19), physical characteristics and existing conditions, including, without limitation, structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property. Developer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigations.

Developer and anyone claiming by, through or under Developer also hereby waives its right to recover from and fully and irrevocably releases City and its council members, board members, employees, officers, directors, representatives, agents, servants, attorneys, successors and assigns ("Released Parties") from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (i) the condition (including any defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws regulations or guidelines), valuation, salability or utility of the Land, or its suitability for any purpose whatsoever, and (ii) any information furnished by the Released Parties under or in connection with this Agreement. This release includes claims of which Developer is presently unaware or which Developer does not presently suspect to exist which, if known by Developer, would materially affect Developer's release to City. Developer specifically waives the provision of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO

EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE

RELEASE, WHICH IF KNOWN TO HIM MUST HAVE

MATERIALLY AFFECTED THE SETTLEMENT WITH THE
DEBTOR."
In this connection and to the extent permitted by law, Developer hereby agrees, represents and warrants that Developer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, -12-
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unanticipated and unsuspected, and Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Developer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to City by Developer in exchange for City's performance hereunder.

Developer hereby agrees that, if at any time after the Close of Escrow any third party or any governmental agency seeks to hold Developer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials in, on, above or beneath the Property or emanating therefrom, then Developer waives any rights it may have against City in connection therewith, including, without limitation, under CERCLA (as defined in Section

1.1.19 and Developer agrees that it shall not (i) implead the City, (ii) bring a contribution action or similar action against City, or (iii) attempt in any way to hold City responsible with respect to any such matter. The provisions of this Section 2.8.3 shall survive the Close of Escrow.

City has given Developer material concessions regarding this transaction in exchange for Developer agreeing to the provisions of this Section 2.8.3. City and Developer have each initialed this Section 8.3 to further indicate their awareness and acceptance of each and every provision hereof
&/L'

AGENCUTIALS DEVELOPER'S INITIALS

2.8.4. Environmental Indemnity. From or after the Close of Escrow, Developer shall indemnify, protect, defend and hold harmless the City, and the City's officials, officers, attorneys, employees, consultants, agents and representatives, from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising directly or indirectly out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, or for the cost of cleaning up the Land and removing Hazardous Materials or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean up of any Hazardous Materials caused by or resulting from any Hazardous Material, or toxic substances or waste existing on or under, any portion of the Property acquired by Developer or other portion of the Land.

2.9 Deposits into Escrow by City.

2.9.1 The City hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow:

2.9.1.1 A Grant Deed duly executed and acknowledged by the City, in the form attached hereto as Exhibit `B".

2.9.1.2 If required by Escrow Holder, the affidavit as
contemplated by California Revenue and Taxation Code 590 ("Withholding Affidavit"); -13-
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2.9.1.3 If required by Escrow Holder, a Certification of Non Foreign Status in accordance with I.R.C. Section 1445 (the "FIRPTA Certificate');

2.9.1.4 A Subordination Agreement subordinating the City Deed of Trust and the Affordability Restrictions and Regulatory Agreement (Low/Mod Set Aside Fund) (but not the Affordability Restrictions and Regulatory Agreement (Density Bonus)) to the Construction Loan deed of trust, in a form reasonably approved by the City Manager.

2.9.1.5 A counterpart of a Notice of Affordability Restrictions in the form attached hereto as Exhibit "G", executed by City and acknowledged (the "Notice").

2.9.1.6 A counterpart of two (2) Affordability Restrictions and Regulatory Agreements in the forms attached hereto as Exhibit "H", duly executed by City and acknowledged ("Regulatory Agreements").

2.9.1.7 A Request for Notice, duly executed by the City and acknowledged (with respect to the Construction Loan deed of trust) (the "Request").

2.9.1.8 Such proof of the City's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue Developer's policy of title insurance.

2.10 Deposits into Escrow by Developer.

2.10.1 The Developer hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents duly executed and acknowledged where appropriate, the delivery of each of which shall be a condition of the Close of Escrow:

2.10.1.1 The City Loan Deed of Trust, duly executed by
Developer and acknowledged.

2.10.1.2 Counterparts of the Regulatory Agreements, duly executed by Developer and acknowledged.

2.10.1.3 A counterpart of the Notice, duly executed by
Developer and acknowledged.

2.11 Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
(i) The Title Company is unconditionally committed to issue in favor of Developer an owner's Policy of Title Insurance, with liability equal to the Purchase Price (or such lesser amount as shall have been requested by Developer), showing the Land vested in Developer subject only to the Permitted Title Exceptions. -14-
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(ii) The City and the Developer shall have deposited in Escrow the documents and funds required pursuant to Sections 2.9 and 2.10, and the City has confirmed that Developer shall have delivered to City an executed original of the Promissory Note in the form attached hereto as Exhibit "C". (iii) The City and Developer have confirmed to Escrow Holder that all other City Conditions and Developer Conditions have been satisfied or expressly waived in writing by the Party benefited thereby.

Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of Developer's title insurance policy.

2.12 Escrow's Closing Actions. On the Close of Escrow, Escrow Holder shall:

2.12.1 Record the Grant Deed, then the Regulatory Agreements, then the Notice, then the deed of trust securing the Senior Project Loan, then the City Loan Deed of Trust, then the Request, and finally the Subordination Agreement in the Official Records of Riverside County;

2.12.2 Issue the Title Policy (or cause the Title Company to issue the Title Policy);

2.12.3 Prorate assessments, rents, and other charges as of the Close of Escrow in accordance with the settlement statements approved by the Parties and pay the costs shown thereon;

2.12.4 From funds deposited by Developer, pay costs payable by Developer as shown on the approved preliminary settlement statement approved by City and Developer settlement statement, and return any excess to Developer;

2.12.5 Prepare and deliver to both Developer and the City one signed copy of Escrow Holder's final settlement statement showing all receipts and disbursements of the Escrow; and

2.12.6 If applicable, deliver the FIRPTA Certificate and the Withholding Affidavit to Developer.

3. DEVELOPMENT AND RESERVES COVENANTS.

3.1 Development of the Project. Developer shall develop the Project in accordance with the Scope of Development, the Schedule of Performance, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City in its governmental capacity), the Plans and Specifications, and all other terms, conditions and requirements of this Agreement. Developer shall comply with the Schedule of Performance in a timely manner, provided that the obligations of Developer set forth therein which are to be performed after the Close of Escrow shall be delayed by Force Majeure Delays, if applicable. Until a Certificate of Completion is issued, the -15-
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Developer shall promptly provide the City with written, detailed progress reports, as reasonably requested by the City, regarding the status of the construction of the Improvements.

3.2 City's Right to Review Plans and Specifications. In connection with construction of the Project, Developer shall comply in all respects with Plans and Specifications approved by the City. The City in its proprietary capacity (i.e., its capacity as a party to this contract, as opposed to its governmental capacity) shall have the right to review all Plans and Specifications for the Improvements prior to their submission to the City in its governmental capacity to ensure that the Improvements are constructed in accordance with the Scope of Development and the other applicable provisions of this Agreement.

3.3 Construction Contract. Developer shall retain one or more reputable and financially responsible general contractors (each, a "General Contractor") to undertake the construction of the Project. Each General Contractor shall be acceptable to and approved in writing by the City Manager (in the exercise of his sole and absolute discretion), licensed in California, shall have any other licenses required by the City, and shall be experienced in constructing the type of improvements constituting the Improvements, provided that Pacific West Builders, Inc. is hereby approved as General Contractor. On or before the date set forth in the Schedule of Performance, Developer shall enter into a written contract, in form and substance reasonably acceptable to the City Manager (the "Construction Contract"), with the General Contractor(s) for performing the work constituting the construction of all of the Project. Each such Construction Contract shall be a guaranteed maximum cost contract or stipulated sum insuring construction of the improvements for a fixed or maximum price, and shall obligate the General Contractor to commence and complete such construction in accordance with this Agreement and all applicable federal, state and local laws, rules and regulations. Each such Construction Contract shall provide for retention of at least ten percent (10%) (reduced to 5% retainage following 50% Project completion) from each progress payment (except there shall be no retention for any items excused from retention as specified in the Construction Contract) until the final payment, and said final payment shall not be paid to the General Contractor until the portion of the Project covered by such Construction Contract shall have been completed to Developer's satisfaction, and Developer shall have obtained all appropriate lien waivers from the General Contractor and its subcontractors, or bonds acceptable to Developer in form and amount, insuring against loss arising from any mechanics', laborers', materialmen's or similar liens filed against the Project.

3.4 Costs of Entitlement, Development and Construction. The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition costs and governmental permits and approvals) shall be borne by Developer.

3.5 Rights of Access and Inspection. In addition to those rights of access to and across the Land to which the City and the City may be entitled by law, members of the staffs of the City and the City shall have a reasonable right of access to the Land, without charge or fee, at any reasonable time, upon reasonable notice to Developer (which may be telephonic notice to 208-461-0022) to inspect the work being performed at the Land in connection with the initial development of the Project but shall not be obligated to do so and City shall not be liable for any failure to disclose any information discovered by City (or that could or should have been -16-
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discovered by any City inspection). The City shall also have the right at all reasonable times to inspect and copy the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement.

3.6 Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Land in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards.

3.7 City and Other Governmental City Permits and Approvals. Before commencement of construction or development of any work of improvement on the Land, Developer shall (at Developer's expense) secure, or cause to be secured, the Building Permit.

3.8 No Discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements.

3.9 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition.

3.10 No Agency Created. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City is not an agent of Developer. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors. Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City.

3.11 Certificate of Completion. Upon Developer's completion of the construction of the Project, Developer will apply to the City for a Certificate of Completion (which shall be substantially in the form attached hereto as Exhibit "I"). The City's issuance of the Certificate of Completion shall constitute the acknowledgement of the City that Developer has complied in all respects with its development obligations (and only the development obligations) set forth in this Article 3. Promptly following the City's issuance of a certificate of occupancy for the entire project, and provided that Developer is then in full compliance with all of its obligations under Article 3 of this Agreement, the City Manager shall execute, acknowledge and deliver the Certificate of Completion, which shall be recorded in the Official Records of Riverside County and shall include, in form reasonably acceptable to Developer, an express termination or reconveyance of the City's rights under Section 6.2.2(ii) of this Agreement and the Grant Deed. If the City Manager believes that the Developer is not in compliance with its obligations under this Article 3, the City Manager shall promptly specify the nature of such non-compliance by written notice to Developer.

3.12 Capital Replacement Reserve. Upon completion of the Project, Developer shall annually set aside $250 per unit or such greater amount as may be required by the Senior Project Loan documents delivered to City, from the gross rents received by the Project into a separate capital replacement reserve account identified in writing to City. Funds in the Capital Replacement Reserve shall be used only for capital repairs, improvements and replacements to the accepted accounting principles. The non -availability of funds in the Capital Replacement -17-
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Reserve does not in any manner relieve or lessen Developer's obligations to undertake any and all necessary capital repairs, improvements or replacements and to continue to maintain the Project in the manner prescribed in this Agreement or the Regulatory Agreements.

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.

4.1 Restriction on Transfer of Developer's Rights and Obligations. Prior to issuance of a Certificate of Completion for the Project, Developer shall not sell, assign, transfer, mortgage, lease (except for leases/rental agreement that comply with the Regulatory Agreement, and that are conditioned upon Project completion), hypothecate, or convey (collectively, a "Transfer") the Project or any part thereof or any of Developer's rights or obligations hereunder, or agree to do so, or transfer fifty percent (50%) or more of the ownership interests in Developer in a single transaction or series of transactions, without the City's prior written consent, which consent may be granted or withheld in the City's sole and absolute discretion, except that the City's consent shall not be required for the admission of one or more tax credit limited partner(s) or execution of one or more deeds of trust and related instruments securing Developer's construction loan (provided a copy is given to City), a conveyance of the Project resulting from the foreclosure thereof (or a deed in lieu of such a foreclosure). Developer acknowledges that the identity of Developer is of particular concern to the City, and it is because of Developer's identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, and except for any Holder (defined in Section

4.2) Project, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement prior to the issuance of a Certificate of Completion. No transfer or assignment of Developer's interest hereunder without the City's prior written approval shall be deemed to release Developer from the obligations of Developer hereunder.

4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.2 to the contrary, Developer shall have the right to hypothecate its interest in the Land and the Project pursuant to one or more deeds of trust from an institutional lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the construction financing with permanent financing. Any institutional lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City referred to herein as a "Holder."

4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Holder. Such Holder shall have the right at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest. If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure. Such Holder shall not undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or complete the Improvements. Any Holder completing the Improvements must assume all rights and obligations of Developer under -18-
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this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City.

4.4 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Project, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Project, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. In the event of (i) a foreclosure sale under any such mortgage, deed of trust or other lien or encumbrance, (ii) a sale pursuant to any power of sale contained in any such mortgage or deed of trust, or (iii) a deed or other conveyance in lieu of any such sale, the purchaser or purchasers and their successors and assigns, and such portions of the Project shall be, and shall continue to be, subject to all of the conditions, restrictions and covenants of all documents and instruments recorded pursuant to this Agreement, including, without limitation, the restrictions set forth in the grant deed on such property from the City to Developer. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the City Manager.

4.5 Right of City to Cure. In the event of a default or breach by the Developer of a loan by a Holder prior to the completion of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Project or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any lien in favor of a Holder, and the City shall execute from time to time any and all documentation reasonably requested by the Developer to effect such subordination.

4.6 Right of City to Satisfy Other Liens. After the Close of Escrow and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Project or any portion thereof, and has failed to do so, in whole or in part, the City shall, upon prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; however, nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Land or any portion thereof to forfeiture or sale.

5. DEFAULT, REMEDIES AND TERMINATION.

5.1 Defaults. The occurrence of any or all of the following shall constitute a default ("Default") under this Agreement:

5.1.1 Developer's failure to perform its obligations on a timely basis as contained in the Schedule of Performance (as extended pursuant to Section 5.7), or any breach of this Agreement by any Party involving the payment of money, and the continuance of such -19-
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breach for a period of ten (10) days after the non defaulting Party has given written notice to the defaulting Party;

5.1.2 Except as otherwise provided in Section 5.1.1 hereof, a breach of any other term of this Agreement by any Party not involving the payment of money and failure of such Party to cure such breach within thirty (30) days after the non defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion;

5.1.3 Developer's violation of Section 4.1;

5.1.4 Developer's failure or refusal to keep in force and effect any material permit or approval with respect to construction of the Project, and Developer's failure to cure such breach within thirty (30) calendar days after notice from the City of Developer's breach; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then Developer shall be deemed in Default only if Developer does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; or

5.1.5 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to cause such petition, appointment, or assignment to be removed or discharged within 180 days.

5.1.6 The failure to comply with any of the material requirements of Section 6 below;

5.1.7 If applicable under Section 2.5.18, the failure to maintain, or the cancellation of, any of the bonds described in Section 2.5.18 prior to the issuance of a Certificate of Completion.

5.1.8 The failure of Developer to apply for 9% tax credits in the second round for 2019 and both rounds for 2020 until awarded, or the failure to deliver to City evidence of an application for tax credits after the application is submitted within ten (10) days of written request from City

5.2 Remedies.

5.2.1 Remedies Prior to the Close of Escrow. In the event of a Default by any Party prior to the Close of Escrow, the nondefaulting Party shall have the right to terminate this Agreement (provided it is not in Default of its obligation under this Agreement), by delivering written notice thereof to the defaulting Party. Such Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to, the right -20-
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to receive damages (excluding damages for lost profits) or to pursue an action for specific performance.

5.2.2 Remedies for Default After the Close of Escrow. In the event of a Default by any Party after the Close of Escrow, a non defaulting party shall be entitled to the following remedies, as applicable:
(i) A defaulting Party shall be liable to the non defaulting Party for all damages, costs and losses incurred by the non defaulting Party, and the non defaulting Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to the right to receive damages or to pursue an action for specific performance; and
(ii) Prior to the issuance of the Certificate of Completion, the City shall have the following right of reversion in the event that that Developer fails to timely complete grading, timely commence vertical construction, or timely complete the Improvements, all as required by the Schedule of Performance, subject to Force Majeure Delays.

If Developer fails to timely complete grading, fails to timely commence restricted construction, or fails to timely complete the Improvements by the applicable deadlines in the Schedule of Performance (as extended by Force Majeure Delays), the City may terminate this Agreement and reenter and take possession of the Land and all Improvements thereon, and revest in the City title to the Property theretofore conveyed to the Developer (or its successors in interest) and the Improvements, take any and all actions necessary to commence and complete the enforcement of its reversionary interest, and in such event the Developer agrees to promptly take all actions and to execute all documents necessary to revert title to the Land and Improvements to the City free and clear of all liens and encumbrances created by or with the consent of Developer.

City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.The City Manager shall, however, execute (and cause to be duly acknowledged and delivered for recordation) a reasonable subordination agreement required by the lender of the Senior Project Loan subordinating such right of reversion to the deed of trust securing the Senior Project Loan.

Upon re -vesting in the City of title to the Land and Improvements as provided in this Section, the City shall, use good faith efforts to resell the same pursuant to a disposition and development agreement, and upon such resale, the proceeds thereof shall be applied as follows:

1. First, to reimburse the City for any payment made
by City to any holder of a lien on the Project or any parties thereof or interest therein to cause such lien to be released or reconveyed; -21-
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2. Second, to reimburse the City for all costs and
expenses incurred by the City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture, management, and resale of the Land and Improvements and (but less any income derived by the City from any part of the Land in connection with such management); all taxes, installments of assessments payable prior to resale, and applicable water and sewer charges with respect to the Land and Improvements or any portion thereof; and expenditures made or obligations incurred with respect to the making or completion of the Project; and any amounts otherwise owed to the City by the Developer.

3. Third, to reimburse the City for other damages by
reason of the Developer's default.

4. Fourth, to reimburse the Developer for:
(a) The lesser of the reasonable cost or the fair
market value of the improvements the
Developer has placed on the Land or
applicable portion thereof at the Developer's
cost (i.e., using equity and not loan funds);
less
(b) The gains or income withdrawn or made by
the Developer from the Land and
Improvements.

5. Fourth, any balance remaining after such
reimbursements shall be retained by the City as its property.

5.3 No Speculation. The rights established in this Article are to be interpreted in light of the fact that the City will convey the Land to Developer for development and operation of the Project thereon and not for speculation in undeveloped land or for construction of different improvements.

5.4 No Personal Liability. No representative, agent, attorney, consultant, or employee of the City shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement.

5.5 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the non defaulting Party; provided, however, that liquidated damages specified herein shall constitute the sole damages recoverable for the default giving rise to such liquidated damages. -22-
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5.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Parry's right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction.

5.7 Force Majeure. Following the Close of Escrow, and notwithstanding anything to the contrary in this Agreement, nonperformance shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party (a "Force Majeure Delay"): (i) failure to perform by Developer attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; or (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance of the party affected for a period of time equal to any such prevention, delay or stoppage (except the obligations of either party to pay money to the other party or to close escrow) provided that the Party claiming the Force Majeure Delay notifies the other Party of the Force Majeure Delay within a reasonable time (not to exceed ten business days) after the commencement of the Force Majeure Delay.

6. INSURANCE; INDEMNITY.

6.1 Insurance.

6.1.1 From and after the Close of Escrow and for so long as title to the Land has not reverted to by the City, Developer shall obtain and maintain at no cost or expense to the City, with a reputable and financially responsible insurance company reasonably acceptable to the City, (i) after the opening of the Project for business, commercially reasonable casualty insurance for the Improvements in an amount not less than the replacement cost of the Improvements (subject to commercially reasonable deductibles) with a reasonable inflation rider; (ii) commercial broad form general liability insurance, insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Land, which liability insurance shall provide combined single limit protection of at least $2,000,000 and shall include a reasonable inflation rider, contractual liability coverage and products and completed operations coverage, and (iii) commercial automobile liability insurance of at least $1,000,000 combined single limit. Such liability insurance policies shall name the City and their council members, board members, officers, agents and employees as additional insureds.

6.1.2 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) "all risk" builder's risk insurance, including coverage -23-
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for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the City, and (ii) workers' compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Land by Developer, such builder's risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors', subcontractors', and construction managers' tools and equipment and property owned by contractors' and subcontractors' employees.

6.1.3 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00).

6.1.4 Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that any contractor with whom it has contracted for the performance of work on the Land or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law.

6.1.5 With respect to each policy of insurance required above, Developer and each of Developer's general contractors, engineers and architects shall furnish to the City a certificate on the insurance carrier's form setting forth the general provisions of the insurance coverage promptly after written request by City showing the additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements.

6.1.6 All such policies required by this Section shall contain (i) language to the effect that the policies cannot be cancelled or materially changed except after thirty (30) days' written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights of subrogation against the City and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable.

6.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and officers of the City, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys' fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with:
(i) the validity of this Agreement;
(ii) the development and construction by Developer of the Improvements on the Land or the use, ownership, management, occupancy, or possession of the Land during Developer's period of ownership of the Land; (iii) any breach or Default by Developer hereunder (subject to any liquidated damages provisions otherwise contained in this Agreement); -24-
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(iv) any of Developer's activities on the Land (or the activities of Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Land), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City. The City may in its discretion, and at their own cost, participate in the defense of any legal action naming the City. The provisions of this Section shall survive the Close of Escrow or the termination of this Agreement; or
(v) claims for prevailing wages under or violation of California Labor Code Sections 1720 et seq.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement and as of the Close of Escrow that:
(i) Developer is a limited partnership validly existing and in good standing under the laws of the State of California.
(ii) Developer has duly authorized the execution and performance of this Agreement and the execution and performance of all of the closing documents set forth herein.
(iii) Developer's execution and performance of this Agreement and the closing documents will not violate any provision of the Developer's partnership agreement or any deed of trust, lease, contract, agreement, instrument, order, judgment or decree by which Developer is bound.
(iv) The Developer has not engaged a broker with respect to the purchase of the Land contemplated herein.

7.2 City Representation. The City hereby represents and warrants to the Developer that the City has not engaged a broker with respect to the purchase of the Land as contemplated herein.

8. GENERAL PROVISIONS.

8.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger.

Notices shall be considered given upon the earlier of (a) one business day following deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (b) upon delivery or attempted delivery as shown on the return receipt if sent by certified mail. Notices shall be addressed as provided below for the respective Party; provided that if any Party gives notice in writing of a change of name or address, notices to such Party shall thereafter be given as demanded in that notice:
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11086-0001 \2304251 v3.doc

Cam: City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Manager
Developer: Temecula Pacific Associates
430 East State Street, Suite 100
Eagle, ID 83616
Attn: Caleb Roope
City hereby agrees to provide copies of any written notices to Developer's limited partners who shall have been identified in writing by Developer to City. City further agrees that any cure of any default made or tendered by any such limited partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments

8.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.

8.3 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where ever the context so requires.

Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days.

8.4 Time of the Essence. Time is of the essence of this Agreement.

8.5 Warranty Against Payment of Consideration for Agreement. Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys.

8.6 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If the City is made a party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the City against, and save them harmless from, all costs, expenses (including reasonable attorneys' fees), claims, liabilities, -26-
1 1086-M1\2304251 v3.doc

damages and losses incurred by the City in connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City.

8.7 Entire Agreement. This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof.

8.8 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

8.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties, and there are no third party beneficiaries of this Agreement.

No other person shall have any right of action based upon any provision of this Agreement.

8.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Riverside. If any legal action is commenced by Developer against the City, or by City against Developer, service of process on the City shall be made by personal service upon the executive director or secretary of the City, or in such other manner as may be provided by law. If any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service on the City Clerk at the City's address for notices, or in such other manner as may be provided by law.

8.11 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder (including, without limitation, the delivery and recordation of the Grant Deed) and the delivery of all consideration.

8.12 City Actions. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the City provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not change the fundamental business transaction between the Developer and the City, as determined by the City Manager in his reasonable discretion).

8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.
-27-
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IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written.

DEVELOPER:

TEMECULA PACIFIC ASSOCIATES
By: TPC Holdings VII, LLC
an Idaho limited liability company
a general partn
By:

Cal b Roope, Manager
[NEED COPIES OF LP-1 AND

PARTNERSHIP AGT, AND DESIRED SIG
BLOCK]
CITY:

CITY OF TEMECULA
By: —k ��—
Michael S. Naggar, Mayor
ATT
Randi Joh , ity Clerk
APPROVED AS TO FORM:

By:
> a�ceUallowa*.of Richards,
Watson & Gershon, counsel to City
11086-0001 \2304251 vl doc
-28-

EXHIBIT "A"

LEGAL DESCRIPTION OF LAND OWNED BY CITY
Real property in the City of Temecula, County of Riverside, State of California, described as follows:

PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA.

EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE

COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, A BODY POLITIC, BY DOCUMENT RECORDED JANUARY 14, 2015 AS INSTRUMENT NO. 2015- 0016730 OF OFFICIAL RECORDS
Assessor's Parcel Numbers: 922-053-021-2 & 922-053-048-7 A-1
11086-0001\2304251vldoc

EXHIBIT "A-1"

DESCRIPTION OF LAND OWNED BY DEVELOPER

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

THE NORTHWESTERLY 255 FEET OF THE FOLLOWING DESCRIBED PROPERTY:

THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS

RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUKE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF

RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE

TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA;

THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE

NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP;

THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP;
THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF.

ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP.

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE

RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS

SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO. 2010-0477535 OF OFFICIAL RECORDS.

Assessor's Parcel Number: 922-053-047-6
11086-000] \2304251 v3.doc

EXHIBIT "B"

FORM OF GRANT DEED

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO,
AND MAIL TAX STATEMENTS TO:

Temecula Pacific Associates
430 East State Street, Suite 100
Eagle, ID 83616
Attn: Caleb Roope
APN(s): 922-053-021-2; 922-053-048-7
(Space above for Recorder's Use) Exempt From Recording Fee Per Government Code Section 27383 Documentary transfer tax is $ , based on the full value of the property conveyed.

GRANT DEED
The undersigned grantor(s) declare(s):

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF TEMECULA "Grantor") hereby GRANTS to TEMECULA PACIFIC ASSOCIATES, a California limited partnership ("Grantee") the land (the "Land") located in the City of Temecula, County of Riverside, State of California described on Exhibit "A".

SUBJECT TO, all matters of record and all matters visible upon inspection.

1. This grant of the Land is subject to the terms of a Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of June , 2019 (the "Agreement") the terms of which are incorporated herein by reference (and which include maintenance covenants, as well as the matters described in Section 2 and 3 below). A copy of the Agreement is available for public inspection at the offices of the Grantor at 41000 Main Street, Temecula, California 92590.

2. As provided in, and subject to the provisions contained in, Section 5.2.2 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Land hereby conveyed, with all improvements thereon and to terminate and revest in Grantor the Land hereby conveyed to the Grantee (or its successors in interest).

3. The Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the DDA, or the Land and the Improvements thereon or any part thereof, or of ownership interests in the Grantee in violation of the DDA, which contains restrictions on the assignment of the DDA and the transfer of interests in the Land.

B-1
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4. Grantee agrees, for itself, its successors and assigns, to refrain from restricting the rental, sale or lease of the land on any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land or Improvements, nor shall the Developer himself or any such person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land. The foregoing covenants shall run with the land.

All deeds, leases or contracts entered into by Grantee, its successors and assigns, or any successor -in -interest to all or any portion of or interest in the land shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses:

1. In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.

Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,

51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens.

Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph."

2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions:

That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of B-2
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discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased.

51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens.

Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph."

3. In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land.

51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens.

Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph."

5. All covenants contained in this Grant Deed shall be covenants running with the land. Every covenant contained in this Grant Deed against discrimination contained in Section 4 of this Grant Deed shall remain in perpetuity.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.

Dated: .201

CITY OF TEMECULA
By:

Print Name:

Title:
11086-0001\2304251vldoc

ATTEST:

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

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

WITNESS my hand and official seal.

Signature
(Seal)
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EXHIBIT A TO GRANT DEED
Real property in the City of Temecula, County of Riverside, State of California, described as follows:

PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA.

EXCEPT THEREFROM TIIAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE

EXHIBIT "C"

FORM OF CITY LOAN PROMISSORY NOTE

SECURED PROMISSORY NOTE
, 201
Temecula, California
FOR VALUE RECEIVED, the undersigned TEMECULA PACIFIC ASSOCIATES, a California partnership ("Maker" or "Developer"), having its principal place of business at , promises to pay to the order of the CITY OF TEMECULA, a municipal corporation ("Payee" or "City"), at 41000 Main Street, Temecula, CA 92590, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of ($� [PURCHASE PRICE AMOUNT; PLUS $698,281 OF DEFERRED CITY FEES; PLUS PERM.

LOAN OF $1,301,719] (the "Original City Principal Amount'), together with interest on the unpaid principal amount of this promissory note (the "City Loan Note") from time to time outstanding at the "Applicable Interest Rate," as defined below, in lawful money of the United States of America. This City Loan Note is being delivered, and the loans evidenced hereby are being made, pursuant to the terms of a Disposition and Development Agreement between Developer and City ("DDA"). All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the DDA.

As of the date of this City Loan Note, the sum of $ [PURCHASE PRICE PLUS DEFERRED FEES] of principal is outstanding; the remainder of the loan shall be disbursed by City upon or after completion of the project described in the DDA, upon the written request of Developer, as permanent financing to repay then -existing construction financing, subject to the terms and conditions in Section 2.2 of the DDA. "Applicable Interest Rate" means three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of. (i) seven percent (7%) per annum, simple interest, or (ii) the maximum rate permitted by applicable law.

1. Payments. Payments under this City Loan Note shall be due and payable as follow: Payments of fifty percent (50.00%) of all Residual Receipts ("City Portion") payable on April 15 after the first anniversary of completion of construction of the Project pursuant to the DDA, and each anniversary thereafter until this City Loan Note has been satisfied in full.

Payments shall first be applied to accrued interest, then to the first $698,281.00 of principal (representing deferred City fees), then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of (i) a default under the DDA, the Regulatory Agreement entered pursuant to the DDA, or the deed of trust securing this City Loan Note not cured within the applicable cure period after delivery of required notice; (ii) as provided in Section 4 below; (iii) with respect to the first $698,281.00 of principal, thirty (30) years after the date of this City Loan Note; and (iv) fifty-five (55) years after the date of this City Loan Note (the "City Maturity Date").

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2. Secured by Deed of Trust. Repayment of this City Loan Note is secured by a deed of trust (the "City Loan Deed of Trust") of this date executed by Maker for the benefit of Payee encumbering the property described in the City Loan Deed of Trust (the "Property" or "Site").

3. Prepayment. Maker shall have the right to prepay amounts owing under this City Loan Note at any time, without penalty or premium.

4. Due on Sale or Encumbrance. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term "Transfer" means and includes the direct or indirect sale, transfer, conveyance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or the lease of all or substantially all of the Property or of all or substantially all of the improvements located thereon. Transfer shall not include the sale, transfer, assignment, pledge, hypothecation or encumbrance by Developer's limited partner of its partnership interest to the extent permitted by the DDA, nor shall Transfer include the removal of any general partner of Developer by the limited partner for cause and the replacement of such removed general partner by another person or entity in accordance with the terms of Developer's partnership agreement to the extent permitted by the DDA. "Transfer" shall not include a Transfer permitted in the DDA so long as Trustor complies with the provisions of the Regulatory Agreement relating to such leasing activity. "Transfer" shall not include the leasing of individual Units on the Property. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

5. Miscellaneous.
(a) Governing Law. All questions with respect to the construction of this City Loan Note and the rights and liabilities of the parties to this City Loan Note shall be governed by the laws of the State of California.
(b) Binding on Successors. This City Loan Note shall inure to the benefit of, and shall be binding upon, the successors and assigns of each of the parties to this City Loan Note.
(c) Attorneys' Fees.
(i) Maker shall reimburse Payee for all reasonable attorneys' fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee's rights under this City Loan Note, including, without limitation, reasonable attorneys' fees, costs and expenses for trial, appellate proceedings, out -of -court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys' fees, costs and expenses incurred to protect Payee's security and attorneys' fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term "expenses" means any C-2
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expenses incurred by Payee in connection with any of the out -of -court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding.
(ii) Payee shall also be entitled to its attorneys' fees, costs and expenses incurred in any post judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this City Loan Note into any judgment on this City Loan Note.
(d) Entire Agreement. This City Loan Note and the relevant provisions of the DDA constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written. (e) Time of the Essence. Time is of the essence with respect to every provision hereof.
(f) Waivers by Maker. Except as otherwise provided in any agreement executed in connection with this City Loan Note, Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this City Loan Note or in any proceeding against any of the rights or interests in or to properties securing payment of this City Loan Note. (g) Non -waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this City Loan Note or the City Loan Deed of Trust shall constitute a waiver of any breach, default, or failure of condition under this City Loan Note, the City Loan Deed of Trust or the obligations secured thereby. A waiver of any term of this City Loan Note, the City Loan Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this City Loan Note and the terms of any other document related to the loan evidenced by this City Loan Note, the terms of this City Loan Note shall prevail.
(h) Non -Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the DDA, Regulatory Agreement or Deed of Trust shall be a non - recourse obligation of Borrower, such that neither Borrower nor any partner of Borrower shall have any personal obligation to make any payments or perform any other obligations of Borrower.
(i) Cure by Limited Partners. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited 11086-M 1 \2304251 v3.doc

partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.

MAKER:

TEMECULA PACIFIC ASSOCIATES
By: TPC Holdings VII, LLC
an Idaho limited liability company
a general partner
Caleb Roope, Manager
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EXHIBIT "D"

FORM OF CITY LOAN DEED OF TRUST
WHEN RECORDED MAIL TO:

City of Temecula
41000 Main Street
Temecula, CA 92590
Attention: City Clerk
with a copy to:

Temecula Pacific Associates
430 East State Street, Suite 100
Eagle, ID 83616
Attn: Caleb Roope
APN(s): 922-053-021-2; 922-053-048-7;
922-053-047-6

SPACE ABOVE THIS LINE FOR RECORDER'S USE

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, dated as of , 201_, among TEMECULA PACIFIC ASSOCIATES, a California limited partnership, herein called TRUSTOR, whose address is:
430 East State Street, Suite 100, Eagle, ID 83616
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and
the CITY OF TEMECULA, a municipal corporation, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Temecula, County of Riverside, State of California, described as:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing payment of the sum of $ with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof. A breach or default under the promissory note or a breach or default under the Affordability Restrictions and Regulatory Agreement between Beneficiary and Trustor ("Regulatory Agreement"), or under any obligation to which this deed of trust is subordinated, shall be deemed to constitute a default hereunder.

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To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in San Bernardino County in Book 3778, Page 347 in the Official Records of said County, shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.

TRUSTOR:

TEMECULA PACIFIC ASSOCIATES
By: TPC Holdings VII, LLC
an Idaho limited liability company
a general partner
I0
Caleb Roope, Manager
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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, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

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

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

WITNESS my hand and official seal.

Signature
(Seal)
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EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of Temecula, County of Riverside, State of California, described as follows:

PARCELS 1 AND 2 OF PARCEL MAP 9839, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 61, PAGE 14 OF PARCEL MAPS, RECORDS OF SAID COUNTY, CALIFORNIA.

EXCEPT THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE RIVERSIDE

THE NORTHWESTERLY ONE-HALF OF THAT TRACT OF LAND FORMERLY USED AS

RAILROAD RIGHT OF WAY AND STATION GROUND OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD COMPANY, CONVEYED TO N.R. VAIL, ET AL., BY DEED RECORDED JUNE 11, 1940 IN BOOK 464, PAGE 505 OF OFFICIAL RECORDS OF

RIVERSIDE COUNTY, CALIFORNIA, SAID PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 27 OF THE

TOWN OF TEMECULA, IN THE CITY OF TEMECULA, SHOWN BY MAP ON FILE IN BOOK 15, PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA;

THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO THE MOST EASTERLY CORNER OF LOT 1, BLOCK 36, AS SHOWN BY SAID MAP; THENCE

NORTHWESTERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF LOT 10, BLOCK 37, AS SHOWN BY SAID MAP;

THENCE NORTHEASTERLY ON A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 22, BLOCK 25 ON SAID MAP;
THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE NORTHWESTERLY 595 FEET THEREOF.

ALSO EXCEPT THEREFROM THOSE PORTIONS INCLUDED IN RIVER AND PUJOL STREETS AS SHOWN ON SAID MAP.

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND CONDEMNED BY THE

RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT AS

SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 05, 2010 AS INSTRUMENT NO.2010-0477535 OF OFFICIAL RECORDS.

Assessor's Parcel Number: 922-053-047-6
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EXHIBIT B

RIDER TO DEED OF TRUST
Exhibit B to Deed of Trust with Assignment of Rents dated as of , 201_, executed by TEMECULA PACIFIC ASSOCIATES, a California limited partnership, as "Trustor", to First American Title Insurance Company, a California corporation, as Trustee, for the benefit of the City of Temecula, a municipal corporation, as "Beneficiary" ("Deed of Trust").

1. DUE ON SALE OR ENCUMBRANCE. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term "Transfer" means and includes the direct or indirect sale, transfer, conveyance, mortgage, further encumbrance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract, sales agreement or similar instrument affecting all or a portion of the Property, granting of an option to purchase any portion of or interest in the Property or any interest therein, or the lease of all or substantially all of the Property or of all or substantially all of the improvements situated on the Property. "Transfer" shall not include a Transfer permitted in the DDA so long as Trustor complies with the provisions of the Agreement relating to such activity and such transfers are permitted under the Regulatory Agreement. "Transfer" shall not include the leasing of individual dwelling units on the Property. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

2. NOTICE AND CURE RIGHTS BY LIMITED PARTNERS. City hereby agrees that any cure of any default made or tendered by Developer's limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments.

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CERTIFICATE OF ACCEPTANCE
(for Deed of Trust)
This is to certify that the fee interest in real property conveyed under the foregoing Deed of Trust by TEMECULA PACIFIC ASSOCIATES, a California limited partnership. is hereby accepted by the City Manager of the City of Temecula (the "City") on behalf of the City Council of the City pursuant to authority conferred by action of the City Council on , 2019, and the Grantee consents to recordation thereof by its duly authorized officer.

CITY OF TEMECULA,
a municipal corporation
, City Manager
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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.

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)
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EXHIBIT "E"

Action
Date / Deadline
Items 1 — 10 Relate to Developer Actions and Requirements Prior to or through/at the Close
of Escrow

1. Opening of Escrow. The Parties shall
Within five (5) business days after the award of
open escrow with the Escrow Holder.
tax credits.

2. Preliminary Project Budget. The
Prior and as a condition to Close of Escrow.

Developer shall submit a preliminary
Project Budget for the Improvements.

3. Final Plans and Specifications. The
Prior and as a condition to Close of Escrow.

Developer shall submit the Final Plans
and Specifications for City approval.

4. Building Permits. The Developer shall
Prior and as a condition to the Close of Escrow.
obtain the Building Permit for the
construction of the Improvements.

5. Construction Contract. The Developer
Prior and as a condition to the Close of Escrow.
shall submit the construction contract for
the construction of the Improvements to
the City forapproval.

6. Performance and Payment Bonds. The
Prior and as a condition to the Close of Escrow.

Developer shall deliver to the City
copies of the required performance and
payment bonds.

7. Insurance. The Developer shall submit
Prior and as a condition to the Close of Escrow.
evidence of insurance to the City.

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Action
Date / Deadline

9. Tax Credit Applications/Award.

Developer must apply for 9% tax credits in the
second round for 2019 and both rounds for 2020
(until awarded) and must provide evidence
thereof to City, and form a limited partnership to
provide for investment of tax credit -based equity,
and deliver a copy of the partnership agreement
to City. Developer must be awarded tax credits
and must provide evidence thereof to City prior
(and as a condition) to Close of Escrow.

10. Tax Credit Equity. All tax credit equity
Prior and as a condition to Close of Escrow.
must have been invested in the
Developer entity and available for
Project Costs, as shown by reasonable
evidence delivered to City
Items 11-15 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow

11. Close of Escrow. The Developer shall
Within seven (7) months after award of tax
purchase the Land from the City and
credits, but not later than March 1, 2021.
shall concurrently close the Construction
Loan.

12. Commencement of Construction.

No later than 30 days after the Close of Escrow.

Developer shall substantially commence
the Improvements.

13. Completion of Grading. Developer shall
Not later than six (6) months following the
substantially complete the grading for
commencement of construction.
the Project.

14. Commencement of Vertical
Not later than eight (8) months after the
Construction. Developer shall
commencement of construction.
commence vertical construction.

15. Completion; Qualification for Certificate
No later than fourteen (14) calendar months after
of Completion. The Project shall be
the commencement of construction.
completed and shall qualify for a
Certificate of Completion.

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DRAFT
EXHIBIT "F"

SCOPE OF DEVELOPMENT
[Sixty (60) apartment rental homes, 3-story building(s) with elevator, 1,650 SF community room to include property management office, tot lot, space for service provider, space for Family gathering, games, etc., bathrooms for residents and management employees, washer/dryer per TCAC requirements, pool, plaza with BBQ, maintenance storage/working area for property management.

Seven (7) one -bedrooms and Thirty -Two (32) two -bedrooms and Twenty -One (21) three - bedrooms. One unit for the on -site manager.

At least 102 parking spaces.

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EXHIBIT "G"

FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS
(Attached.)
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Temecula
41000 Main Street
Temecula, CA 92590
Attention: City Clerk
with a copy to:

APN(s): 922-053-021-2, 922-053-048-7, and
922-053-047-6
Exempt From Recording Fee Pursuant to Government Code § 27383

NOTICE OF AFFORDABILITY RESTRICTIONS

ON TRANSFER OF PROPERTY
Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the "Site") which require that the Site be developed as an affordable rental housing development (the "Project") and that all of the units be rented to and occupied by persons and households of limited income at affordable rents.

Title of Document Containing Affordable Housing Restrictions: Affordability Restrictions and Regulatory Agreement (Low/Mod Set -Aside Funds) ("Agreement").

Parties to Agreement: ("Developer") and the City of Temecula ("City").

The Agreement is recorded concurrently with this Notice, in the Official Records of Riverside County.

Legal Description of Site: See Exhibit "A" attached hereto and incorporated herein by this reference.

Site Location:

Assessor's Parcel Number of Site: 922-053-021-2, 922-053-048-7 and 922-053-047-6 Summary of Agreement:

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o The Agreement requires Developer to develop a sixty (60) unit (each, a "Unit") rental housing project on property being acquired by Developer from the City. o The Agreement restricts the rental of
10 Units ("Required Affordable Units"), which are required to be rented to and occupied by Extremely Low Income Households, Very Low Income Households and Low Income households, whose annual income generally cannot exceed 30%, 50% or 60% (respectively) of Area Median Income for the Riverside County area, adjusted for household size.
o The Agreement requires that a preference be provided for 12 Units to households with Special Needs, meaning households with at least one autistic child, to the extent not in violation with any state or federal law (including any fair housing or equal protection laws).
o Area Median Income limits (or "AMI") are all as established and as published periodically by the California Department Of Housing and Community Development.
o The Agreement restricts the rents that may be charged to households occupying Required Household Units to the following maximum rents ("Affordable Rent"):
• Affordable Rent for Extremely Low Income Households shall be 30% x 30% of AMI for a household size appropriate to the unit, including a reasonable utility allowance;
• Affordable Rent for Very Low Income Households shall be 30% x 50% of AMI for a household size appropriate to the unit, including a reasonable utility allowance;
• Affordable Rent for Low Income Households shall be 30% x 60% of AMI for a household size appropriate to the unit, including a reasonable utility allowance;
• Household size appropriate to the unit shall be two persons for a one bedroom unit, three persons for a two bedroom unit, and 4 persons for a three bedroom unit.
• The term of the Agreement is fifty-five (55) years from the date of the City's issuance of a Final Certificate of Occupancy for the Project.

This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Site.

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This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4), and shall be indexed against Developer.

Date: , 201
1010WKIIaIQUT10*0W.11
By:

Print Name:

City Manager
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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)
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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Temecula, County of Riverside, State of California, described as follows: