Temecula City Council
February 22, 2022

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title 11].

AGENDA

TEMECULA CITY COUNCIL

REGULAR MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 22, 2022 - 7:00 PM
CALL TO ORDER: Mayor Matt Rahn
INVOCATION: Pastor Terrence L. Hundley of The Place City of Miracles Cathedral FLAG SALUTE: Mayor Matt Rahn
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart

PRESENTATIONS
Presentation of Certificate of Recognition to Former Board and Commission Members Presentation by Gillian Larson Regarding Reality Rally
Presentation by David Preciado Regarding Annual Comprehensive Financial Report

BOARD / COMMISSION REPORTS
Community Services Commission and Race, Equity, Diversity and Inclusion Commission

PUBLIC SAFETY REPORT
California Department of Forestry and Fire Protection (CAL FIRE)

PUBLIC COMMENTS - NON -AGENDA ITEMS
A total of 30 minutes is provided for members of the public to address the City Council on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

City Council Agenda February 22, 2022

CITY COUNCIL REPORTS
Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten minutes will be devoted to these reports.

CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the City Council on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

1. Waive Reading of Standard Ordinances and Resolutions Recommendation: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code.

Attachments: Agenda Report

2. Approve Action Minutes of February 8, 2022
Recommendation: That the City Council approve the action minutes of February 8, 2022.

Attachments: Action Minutes

3. Approve List of Demands
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS

SET FORTH IN EXHIBIT A
Attachments: Agenda Report
Resolution
List of Demands

4. Approve hicrease to the Contingency for the Sam Hicks Monument Park Perimeter Fencing Project, PW20-12

City Council Agenda February 22, 2022
Recommendation: That the City Council:

1. Approve an increase to the contingency for the Sam Hicks Monument Park Perimeter Fencing project in the amount of $7,934; and

2. Increase the City Manager's authority to approve construction contract change orders in the amount of $7,934.

Attachments: Agenda Report
Project Location
Project Description

5. Authorize the Purchase of a Vermeer Vacuum Extractor for the Public Works Street Maintenance Division
Recommendation: That the City Council authorize the purchase of a Vermeer Vacuum Extractor for the Public Works Streets Maintenance Division, from RDO Equipment Company, a local authorized Vermeer Dealer, Vermeer LLC-Riverside, in the amount of $74,860.71, including freight and handling, and applicable sales tax and fees.

Attachments: Agenda Report

6. Approve the Cumulative Purchase of Materials, Equipment and Supplies to Exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022
Recommendation: That the City Council approve the purchase of materials, equipment and supplies to exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022.

Attachments: Agenda Report

7. Approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc. for the I-15 Congestion Relief Project, PW 19-02
Recommendation
Attachments:

That the City Council approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc., in the amount of $100,000, for additional contingency in support of the professional design and environmental services of the I-15 Congestion Relief Project, PW 19-02 and increase the City Manager's authority to approve extra work authorizations by the same amount.

Agenda Report
Amendment
Project Description

8. Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-281-001 in Connection with I-15/French Valley ParkwaX Improvements - Phase II, PW 16-01

City Council Agenda February 22, 2022
Recommendation: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE

AND SETTLEMENT AGREEMENT AND JOINT ESCROW
INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE 26201
YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF
APN 910-281-001)

2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN 910-281-001.

Attachments: Agenda Report
Resolution
Purchase and Sale Agreement
Property Description
Project Description
Project Location

9. Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008 in Connection with I-15/French Valley Parkway Improvements - Phase II, PW16-01
Recommendation: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN PURCHASE AND SALE

AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN

City Council
Agenda February 22, 2022

CITY OF TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN
CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY
IMPROVEMENTS — PHASE II (PORTIONS OF APN's 910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271-008)

2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 2,240 square foot and 8,142 square foot fee area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN's 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008.

Attachments: Agenda Report
Resolution
Purchase and Sale Agreement
Property Description
Project Description
Project Location

10. Approve Possession and Use Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-100-018 in Connection with 1-15/French Valley Parkway Improvements - Phase II, PW 16-01
Recommendation: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN POSSESSION AND USE
AGREEMENT BETWEEN CITY OF TEMECULA AND LINDA D.

HUDDLESTON, TRUSTEE, ROXANNA M. HODGES, TRUSTEE,
SUSAN D. RENNO, TRUSTEE, FOURSQUARE FINANCIAL
SOLUTIONS, INC., STEVEN WILLIAMS AND BRENDA JORDON,

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

2. Authorize the City Manager to approve and execute all necessary

City Council Agenda February 22, 2022

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

Attachments: Agenda Report
R esnlutinn
Possession and Use Agreement
Property Description
Project Description
Project Location
Approve Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement in Connection with I-15/French Valley ParkwaIprovements - Phase II, PW 16-01 Recommendation: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN SETTLEMENT,

DISMANTLE COSTS, AND LOSS OF ADVERTISING RENT

AGREEMENT BETWEEN THE CITY OF TEMECULA AND LAMAR

CENTRAL OUTDOOR, LLC IN CONNECTION WITH THE
I-I5/FRENCH VALLEY PARKWAY IMPROVEMENTS - PHASE II

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

City Council Agenda February 22, 2022
Attachments: Agenda Report
RPcnlntinn
Agreement
Billboards Location
Project Description
Project Location

12. Establish All -Way Stop Control at the Intersection of Wolf Creek Drive South and Teton Trail/Fireside Drive
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT

THE INTERSECTION OF WOLF CREEK DRIVE SOUTH AND

TETON TRAIL/FIRESIDE DRIVE AND FINDING THAT THE
ACTION IS EXEMPT FROM CEQA UNDER SECTION 15301(C) OF

THE CEQA GUIDELINES
Attachments: Agenda Report
Resolution
Location Map
Multi -Way Stop Warrant Anal
Collision Summary Report

RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA

COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA

REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND/OR THE

TEMECULA PUBLIC FINANCING AUTHORITY

City Council Agenda February 22, 2022

TEMECULA COMMUNITY SERVICES DISTRICT MEETING
CALL TO ORDER: President James Stewart
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart

CSD PUBLIC COMMENTS - NON -AGENDA ITEMS
A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

CSD CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Community Services District request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

13. Approve Action Minutes of February 8, 2022
Recommendation: That the Board of Directors approve the action minutes of February 8, 2022.

Attachments: Action Minutes

CSD BUSINESS
Any member of the public may address the Board of Directors on items that appear on the Business portion of the agenda. Each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on

City Council Agenda February 22, 2022
all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

14. Consider Update Regarding Proposed Temecula CultureFest and Provide General Direction Regarding the Same
Recommendation: That the Board of Directors consider an update regarding the proposed Temecula CultureFest and provide general direction regarding the same.

Attachments: Agenda Report

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTOR REPORTS

CSD ADJOURNMENT
The next regular meeting of the Temecula Community Services District will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

City Council Agenda February 22, 2022

SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY
CALL TO ORDER: Chair Matt Rahn
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart

SARDA PUBLIC COMMENTS - NON -AGENDA ITEMS
A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

SARDA CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Successor Agency to the Redevelopment Agency request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

15. Approve Action Minutes of February 8, 2022
Recommendation: That the Board of Directors approve the action minutes of February 8, 2022.

Attachments: Action Minutes

SARDA EXECUTIVE DIRECTOR REPORT

SARDA BOARD OF DIRECTOR REPORTS

City Council
Agenda February 22, 2022

SARDA ADJOURNMENT
The next regular meeting of the Successor Agency to the Redevelopment Agency will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

City Council Agenda February 22, 2022

TEMECULA HOUSING AUTHORITY - NO MEETING

TEMECULA PUBLIC FINANCING AUTHORITY
CALL TO ORDER: Chair Matt Rahn
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart

TPFA PUBLIC COMMENT
A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

TPFA CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Temecula Public Financing Authority request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

16. Approve Action Minutes of February 8, 2022
Recommendation: That the Board of Directors approve the action minutes of February 8, 2022.

Attachments: Action Minutes

TPFA EXECUTIVE DIRECTOR REPORT

TPFA BOARD OF DIRECTOR REPORTS

City Council
Agenda February 22, 2022

TPFA ADJOURNMENT
The next regular meeting of the Temecula Public Financing Authority will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

City Council Agenda February 22, 2022

RECONVENE TEMECULA CITY COUNCIL

PUBLIC HEARING
Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of a project at the time of the hearing. If you challenge a project in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at or prior to the public hearing. For public hearings each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected]. Email comments on all matters, including those not on the agenda, must be received prior to the time the item is called for public comments. At public hearings involving land use matters, the property owner and/or applicant has the burden of proof and, therefore, shall be allowed 15 minutes for an initial presentation, and an additional 10 minutes for rebuttal by its development team following other comments on the matter. An appellant, other than the property owner and/or applicant, and the spokesperson for an organized group of residents residing within the noticed area of the property, which is the subject of the public hearing, shall be allowed 15 minutes to present the appellant's position to the Council. The Mayor may allow more time if required to provide due process for the property owner, applicant or appellant. All other members of the public may speak during the public hearing for a maximum period of 5 minutes each. Deferral of one speaker's time to another is not permitted. In the event of a large number of speakers, the Mayor may reduce the maximum time limit for members of the public to speak. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

17. Approve the Second Amendment to the Disposition and Development Agreement for Vine Creek Apartments Affordable Housing Development Between the City of Temecula, as Housing Successor to the Former Temecula Redevelopment Agency, and Temecula Pacific Associates Recommendation
That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING

SUCCESSOR AND IN ITS CAPACITY AS THE CITY APPROVING A

SECOND AMENDMENT TO THE DISPOSITION AND

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

PROJECT
Attachments: Agenda Report
R PcnhItinn
Second Amendment
First Amendment
Disposition and Development Agreement
Final Summary 33433 Report

City Council Agenda February 22, 2022

BUSINESS
Any member of the public may address the City Council on items that appear on the Business portion of the agenda. Each speaker is limited to 5 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk or by submitting an email to be read aloud into the record at the meeting. Email comments must be submitted to [email protected].

Speaker cards for in -person comments will be called in the order received by the City Clerk and then, if time remains, email comments will be read. Email comments on all matters must be received prior to the time the item is called for public comments. All public participation is governed by the Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

18. Adopt an Interim Urgency Ordinance of the City Council of the City of Temecula Enacted Pursuant to Government Code Section 65858 Establishing Emergency Regulations Related to Urban Lot Splits and Housing Units Built in Accordance With Senate Bill 9, Declaring the Urgency Thereof and Making a Determination of Exemption Under the California Environmental Quality Act (CEQA) Guidelines Section 15061(B)(3) and Government Code Section 65852.21(J)
Recommendation: That the City Council adopt by a 4/5 vote the urgency ordinance entitled:

Attachments:

ORDINANCE NO.

AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF

THE CITY OF TEMECULA ENACTED PURSUANT TO
GOVERNMENT CODE SECTION 65858 ESTABLISHING

EMERGENCY REGULATIONS RELATED TO URBAN LOT SPLITS

AND HOUSING UNITS BUILT IN ACCORDANCE WITH SENATE
BILL 9, DECLARING THE URGENCY THEREOF AND MAKING A

DETERMINATION OF EXEMPTION UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES
SECTIONS 15061(B)(3) AND GOVERNMENT CODE SECTION
65852.21(J)
Agenda Report
Ordinance
Senate Bill 9

JOINT MEETING - CITY COUNCIL / COMMUNITY SERVICES DISTRICT

19. Approve Fiscal Year 2021-22 Mid -Year Budget Adjustments Recommendation
That the City Council/TCSD Board of Directors adopt the following resolutions entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, AMENDING THE FISCAL YEAR 2021-22 ANNUAL

City Council Agenda February 22, 2022

OPERATING BUDGET
RESOLUTION NO. CSD

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF
TEMECULA AMENDING THE FISCAL YEAR 2021-22 ANNUAL

OPERATING BUDGETS
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA AMENDING THE CAPITAL IMPROVEMENT
PROGRAM FISCAL YEARS 2022-26 AND AMENDING THE
CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2021-22
Attachments: Agenda Report
Resolution
- City
Exhibit A -
General / Measure S
Exhibit B -
Special Revenue / Debt Service Funds
Exhibit C -
Internal Service Funds
Exhibit D -
Schedule of Authorized Positions
Resolution
- Community Services District
Exhibit A - Community Services District Funds
Resolution
- Capital Improvement Program
Exhibit 1 - Capital Improvement Program

DEPARTMENTAL REPORTS

20. Community Development Department Monthly Report
Attachments: Agenda Report
Planning Activity Report

21. Fire Department Monthly Report
Attachments: Agenda Report
Fire Department Report

22. Police Department Monthly Report
Attachments: Agenda Report
Incident Summaries

23. Public Works Department Monthly Report

City Council Agenda February 22, 2022
Attachments: Agenda Report
Project Status Report

ITEMS FOR FUTURE CITY COUNCIL AGENDAS
Any Council Member, including the Mayor, may request an item be placed on a future agenda. Any such request will be discussed under this section. In making the request, a Council Member may briefly describe the topic of the proposed agenda item and any timing associated with the placement of the item on the agenda. This description shall not exceed 3 minutes unless extended by a majority vote of the City Council. No substantive discussion on the subject of the motion may occur. General discussion amongst the City Council on items listed under this section of the agenda shall be limited to 15 minutes.

Items may only be placed on the agenda by Council Members pursuant to policy or by the City Manager based on administrative or operational needs of the City. Public comments on the placement of these agenda items shall be limited to a maximum of 30 minutes. Individual comments shall not exceed 3 minutes. All public participation is governed by the Council Policy regarding Public Participation at Meetings and Agenda Placements by Council Members adopted by Resolution No. 2021-54.

CITY MANAGER REPORT

CITY ATTORNEY REPORT

ADJOURNMENT
The next regular meeting of the City Council will be held on Tuesday, March 8, 2022, at 5:30 p.m., for a Closed Session, with regular session commencing at 7:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

NOTICE TO THE PUBLIC
The full agenda packet (including staff reports, public closed session information, and any supplemental material available after the original posting of the agenda), distributed to a majority of the City Council regarding any item on the agenda, will be available for public viewing in the main reception area of the Temecula Civic Center during normal business hours at least 72 hours prior to the meeting. The material will also be available on the City's website at TemeculaCa.gov. and available for review at the respective meeting. If you have questions regarding any item on the agenda, please contact the City Clerk's Department at (951) 694-6444.

Item No. 1

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 22, 2022
SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code.

BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived.

FISCAL IMPACT: None
ATTACHMENTS: None

Item No. 2

ACTION MINUTES

TEMECULA CITY COUNCIL

REGULAR MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 8, 2022 - 7:00 PM
CLOSED SESSION - 6:00 P.M.

CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council convened in closed session pursuant to Government Code Section 54956.8 regarding the acquisition of certain property interests, including certain fee interests, permanent footing easements, and temporary construction easements with a term of 28 months on two properties, and the acquisition of the interests in two outdoor advertising signs described below in connection with the French Valley Parkway/I-15 Improvements Phase II. Negotiators for the City are Patrick Thomas and Kendra Hannah-Meistrell. The negotiators for the respective property interests are set forth below.
(i) The acquisition of certain property interests from the real property located at 26201 Ynez Road, Temecula, and identified as APN 910-281-001 and certain easement interests that benefit APN 910-281-001 and encumber the adjacent parcel located at 26155 Ynez Road, Temecula, and identified as APNs 910-271-002, -005 & -006 (referred to as Project Parcel 24616). Specifically, the City seeks to acquire an approximate 178 square foot area in fee (Project Parcel 25216-1) on APN 910-281-001; an approximate 500 square foot permanent footing easement (Project Parcel 25216-2) on APN 910-281-001; an approximate 823 square foot temporary construction easement (Project Parcel 25216-3) on APN 910-281-001; an approximate 11 square foot portion of the total 500 square foot permanent footing easement is located on the easement that benefits APN 910-281-001 and burdens Project Parcel 24616, which is owned in fee by Ynez Acres, a general partnership (as to APNs 910-271-005 and -006) and Ynez Acres II, a California general partnership (as to APN 910-271-002) (said 11 square foot permanent footing easement area is comprised of an approximate 10 square foot permanent footing easement and an approximate 1 square foot permanent footing easement); an approximate 367 square foot portion of the total 823 square foot temporary construction easement is located on the easement that benefits APN 910-281-001 and burdens Project Parcel 24616 (said 367 square foot temporary construction easement area is comprised of an approximate 215 square foot temporary construction easement and an approximate 152 square foot temporary construction easement). The negotiating parties are the City of Temecula and the property owner BRE 26201 Ynez Owner, LLC, a Delaware limited liability company. Under negotiations are price and terms of the acquisition of these property interests. (ii) The acquisition of an approximate 11,517 square foot area in fee (Project Parcel 24623-1) from, an approximate 6,901 square foot temporary construction easement (Project Parcel 24623-3) on, and an approximate 6,741 square foot temporary construction easement (Project Parcel 24623-2) on the vacant real property located on the northwest corner of Elm Street and Jackson Avenue in Murrieta and identified as APN 910-100-018. The negotiating parties are the City of Temecula and the property owners Linda D. Huddleston, Trustee of the Linda D. Huddleston Revocable Living Trust, dated August 12, 2019, Roxanna M. Hodges, Trustee of The Hodges Family Trust, dated September 10, 2014, and Susan D. Renno, Trustee of the Susan D. Renno Revocable Living Trust, dated May 20, 2015, as to an undivided one-half (1/2) interest; Foursquare Financial Solutions, Inc., a California non-profit corporation, as to an undivided one -quarter (1/4) interest and Steven Williams and Brenda Jordan,

Successor Co -Trustees of the Marital Trust Share One created under the Blake Family Living Trust, dated November 26, 1986, as to an undivided (1/4) interest. Under negotiations are price and terms of the acquisition of these property interests.
(iii) The acquisition of the interests in and to two outdoor advertising signs/billboards identified as Sign Number 33321 and Sign Number 33322 located on the east line of I-15 and I-215, approximately 1.8 miles north of Winchester Road in Murrieta along the property line of APN 910-060-002 and 910-060-004. The billboards are subject to two ground lease agreements. One ground lease agreement involves APN 910-060-002 and is dated December 19, 2006 between Lamar Advertising Company and Judith A. Blake. The second ground lease agreement involves APN 910-060-004 and is dated November 1, 2014 between Lamar Advertising Company and Don Vernon Tiss. The negotiating parties are the City of Temecula and Lamar Advertising Company. Under negotiations are price and terms of the acquisition of these property interests.

CALL TO ORDER AT 7:01 PM: Mayor Matt Rahn
PRELUDE MUSIC: Josh Jurkosky
INVOCATION: Buck Longmore, Retired Firefighter
FLAG SALUTE: Boy Scouts Troop 148
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart

PRESENTATIONS
Proclamation for African American History Month
Proclamation for American Heart Month
Presentation by Horsewomen of Temecula

BOARD / COMMISSION REPORTS
Planning Commission and Public/Traffic Safety Commission

PUBLIC SAFETY REPORT
Riverside County Sheriffs Department

PUBLIC COMMENTS - NON -AGENDA ITEMS
The following individual(s) addressed the City Council:
• Bob Kowell • Ira Robinson

PUBLIC COMMENTS - AGENDA ITEMS
The following individual(s) addressed the City Council:
• Bob Kowell (Item #19) Dario Bianchi (Item #19)
• Skylar Tempel (Item # 19)
The following individual(s) submitted an electronic comment:
• Julia & Laszlo Nemeth (Item #19) • Cindy Kennedy (Item #19) • Tom Bilek (Item #19) • Tisha Barela (Item #19)

CITY COUNCIL REPORTS

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

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

1. Waive Reading of Standard Ordinances and Resolutions Recommendation:

That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code.

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

3. Approve List of Demands
Recommendation:

That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-09

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS

SET FORTH IN EXHIBIT A

4. Adopt Ordinance 2022-01 Amending Title 15 and Title 17 of the Temecula Municipal Code Pertaining to 1) Large Family Daycare Homes, (2) Clarify the Standards that Apply to Senior Housing, Transitional Housing, Supportive Housing Emergency Shelters, Trash Enclosures, Self -Storage or Mini -Warehouse Facilities and to Projects Using the Affordable Housing Overlay Zone, (3) Establish Standards and Requirements for Dedications and Improvements for Developments Without a Subdivision, (4)Update How Development Impact Fees Can Be Used, (5) Clarify Where Artificial Turf Can Be Installed, and (6) Make Minor Typographical Edits and Finding the Ordinance to be Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15061 (b)(3) (Second Reading] Recommendation: That the City Council adopt an ordinance entitled:

ORDINANCE NO. 2022-01

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AMENDING TITLES 15 AND 17 OF THE TEMECULA
MUNICIPAL CODE TO (1) COMPLY WITH STATE LAW
CHANGES TO LARGE FAMILY DAYCARE HOMES, (2) CLARIFY

THE STANDARDS THAT APPLY TO SENIOR HOUSING,

TRANSITIONAL HOUSING, SUPPORTIVE HOUSING,

EMERGENCY SHELTERS, TRASH ENCLOSURES,

SELF -STORAGE OR MINI -WAREHOUSE FACILITIES AND TO

PROJECTS USING THE AFFORDABLE HOUSING OVERLAY
ZONE, (3) ESTABLISH STANDARDS AND REQUIREMENTS FOR

DEDICATIONS AND IMPROVEMENTS FOR DEVELOPMENTS
WITHOUT A SUBDIVISION, (4) UPDATE HOW DEVELOPMENT
IMPACT FEES CAN BE USED, (5) CLARIFY WHERE ARTIFICIAL
TURF CAN BE INSTALLED, AND (6) MAKE MINOR

TYPOGRAPHICAL EDITS AND FINDING THAT THIS

ORDINANCE IS EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA
GUIDELINES SECTION 15061 (13)(3)
Approved the Staff Recommendation (4-1): Motion by Edwards, Second by Stewart. The vote reflected unanimous approval with Alexander opposing.

5. Adopt Ordinance 2022-02 Amending Title 17 (Zoning) of the Temecula Municipal Code to Revise the Multi -Family Definition and Require that Multi -Family and Mixed -Use Developments Comply with Objective Design Standards (Second Reading) Recommendation: That the City Council adopt an ordinance entitled:

ORDINANCE NO. 2022-02

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AMENDING TITLE 17 (ZONING) OF THE

TEMECULA MUNICIPAL CODE TO REVISE THE MULTI -FAMILY

DEFINITION AND REQUIRE THAT MULTI -FAMILY AND

MIXED -USE DEVELOPMENTS COMPLY WITH OBJECTIVE

DESIGN STANDARDS AND MAKE THE FINDING THAT THIS

ORDINANCE IS EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA
GUIDELINES SECTION 15061(B)(3) AND GOVERNMENT CODE
SECTION 65852.21(J) AND 66411.7(N) (LONG-RANGE PROJECT
NO. LR18-1684)

6. Adopt a Resolution Authorizing Investment of Monies in the Local Agency Investment Fund And Rescinding Resolution No. 04-02
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-10

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA AUTHORIZING INVESTMENT OF MONIES IN THE

LOCAL AGENCY INVESTMENT FUND AND RESCINDING
RESOLUTION NO. 04-02
4 7. Approve Improvement and SecurityAgreement between the City of Temecula as Housing Successor and Warehouse at Creekside, LLC, FI Third Street 34, LP and FI ADCO 16, LLC Recommendation: That the City Council approve the Improvement and Security Agreement between the City of Temecula as Housing Successor and Warehouse at Creekside, LLC, FI Third Street 34, LP, and FI ADCO, LLC.

8. Approve Specifications and Authorize Solicitation of Construction Bids for Pavement Rehabilitation Program - Ynez Road, Solana Way, Nicolas Road and Winchester Road, PW21-10
Recommendation: That the City Council:

1. Approve the specifications and authorize the Department of Public Works to solicit construction bids for the Pavement Rehabilitation Program - Ynez Road, Solana Way, Nicolas Road and Winchester Road, PW21-10; and

2. Make a finding that this project is exempt from CEQA per Article 19, Categorical Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines.

9. Approve First Amendment to the Annual Agreement with NPG, Inc., for Paving Maintenance Services
Recommendation: That the City Council approve the first amendment to the annual agreement with NPG, Inc., for paving maintenance services in the amount $250,000.

10. Accept Sports Ranch at Sommers Bend into the City -Maintained Park System Located on the Southeast Corner of Butterfield Stage Road and Sommers Bend Road) Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-11

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, ACCEPTING THE SPORTS RANCH AT SOMMERS

BEND INTO THE CITY -MAINTAINED PARK SYSTEM AND

AUTHORIZE THE CITY MANAGER TO SIGN THE GRANT DEED

11. Receive and File Temporary Street Closures for the Pawliday and Vegan Market Event Recommendation: That the City Council receive and file the temporary closure of certain streets for the Pawliday and Vegan Market event.

RECESS:

At 7:59 PM, the City Council recessed and convened as the Temecula Community Services District Meeting, the Successor Agency of the Temecula Redevelopment Agency, and the Temecula Public Financing Authority Meeting. At 8:11 PM the City Council resumed with the remainder of the City Council Agenda.

RECONVENE TEMECULA CITY COUNCIL

PUBLIC HEARING

17. Adopt Resolution to Approve the Amended 2021-2029 Housing Element Update (6th Cycle) and Environmental Impact Report Addendum to the General Plan (Long Range Planning Project Number LR18-1620)
Recommendation: That the City Council conduct a public hearing and adopt a resolution entitled:

RESOLUTION NO. 2022-12

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADOPTING THE UPDATED 2021-2029 HOUSING

ELEMENT OF THE GENERAL PLAN (LONG RANGE PLANNING
PROJECT NO. LR18-1620) AND APPROVING ENVIRONMENTAL
IMPACT REPORT ADDENDUM NO. 2021-01 TO THE GENERAL
PLAN
Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Edwards. The vote reflected unanimous approval.

BUSINESS

18. Review Fiscal Year 2022-23 Budget Policies and Priorities Recommendation: That the City Council review the Fiscal Year 2022-23 budget policies and priorities and provide feedback on fiscal policy metrics.

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

19. Consider Term Limits for City Council Members (At the Request of Council Member Jessica Alexander
Recommendation: That the City Council consider term limits for City Council Members and provide general direction regarding the same.

Motion to create subcommittee compromised of Council Members Alexander and Edwards for further discussion (5-0): Motion by Schwank, Second by Stewart. The vote reflected unanimous approval.

ITEMS FOR FUTURE CITY COUNCIL AGENDAS

CITY MANAGER REPORT

CITY ATTORNEY REPORT

ADJOURNMENT
At 10:27 PM, the City Council meeting was formally adjourned to Tuesday, February 22, 2022, at 5:30 PM for Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

Item No. 3

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Jennifer Hennessy, Director of Finance
DATE: February 22, 2022
SUBJECT: Approve the List of Demands
PREPARED BY: Pam Espinoza, Accounting Technician I
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS

AS SET FORTH IN EXHIBIT A
BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting.

FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures.

ATTACHMENTS: 1. Resolution

2. List of Demands

RESOLUTION NO.2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA ALLOWING CERTAIN CLAIMS AND

DEMANDS AS SET FORTH IN EXHIBIT A

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

Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $ 7,619,055.01.

Section 2. The City Clerk shall certify the adoption of this resolution.

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

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

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

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

CITY OF TEMECULA

LIST OF DEMANDS
01/27/2022 TOTAL CHECK RUN:
02/03/2022 TOTAL CHECK RUN:
02/03/2022 TOTAL PAYROLL RUN:
$693,226.31
$6,296,670.61
$629,158.09
TOTAL LIST OF DEMANDS FOR 02/22/2022 COUNCIL MEETING: $ 7,619,055.01

CITY OF TEMECULA

LIST OF DEMANDS
DISBURSEMENTS BY FUND:

CHECKS:
001

GENERAL FUND
$ 1,030,404.45
125

PEG PUBLIC EDUCATION & GOVERNMENT
149.00
140

COMMUNITY DEV BLOCK GRANT
6,257.00
165

AFFORDABLE HOUSING
7,048.99
190

TEMECULA COMMUNITY SERVICES DISTRICT
224,296.79
192
TCSD SERVICE LEVEL "B" STREET LIGHTS
23,605.09
194

TCSD SERVICE LEVEL D REFUSE RECYCLING
4,344,787.80
196
TCSD SERVICE LEVEL "L" LAKE PARK MAINT.
6,108.94
197

TEMECULA LIBRARY FUND
12,689.29
210

CAPITAL IMPROVEMENT PROJECTS FUND
1,093,107.60
300

INSURANCE FUND
14,148.82
305

WORKERS' COMPENSATION
2,003.35
320

INFORMATION TECHNOLOGY
88,500.24
330

SUPPORT SERVICES
15,132.11
340

FACILITIES
56,571.93
350

FACILITY REPLACEMENT FUND
38,522.50
472
CFD 01-2 HARVESTON A&B DEBT SERVICE
1,693.87
473
CFD 03-1 CROWNE HILL DEBT SERVICE FUND
1,693.87
475
CFD03-3 WOLF CREEK DEBT SERVICE FUND
1,725.12
476
CFD 03-6 HARVESTON 2 DEBT SERVICE FUND
1,693.87
477
CFD 03-02 RORIPAUGH DEBT SERVICE FUND
1,725.23
478
CFD 16-01 RORIPAUGH PHASE II
1,709.58
479
CFD 19-01 CYPRESS RIDGE
1,147.50
501
SERVICE LEVEL"C"ZONE I SADDLEWOOD
412.26
502
SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK
451.79
503
SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS

0.38 504
SERVICE LEVEL"C"ZONE 4 THE VINEYARDS

91.90 505
SERVICE LEVEL"C"ZONE 5 SIGNET SERIES
770.82
506
SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY
253.40
507
SERVICE LEVEL"C"ZONE 7 RIDGEVIEW
401.75
508
SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE
2,412.70
509
SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA
113.05
510
SERVICE LEVEL"C"ZONE 10 MARTINIQUE
193.95
511
SERVICE LEVEL"C"ZONE I I MEADOWVIEW

55.48 512
SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS
2,194.03
513
SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP.

9.74 514
SERVICE LEVEL"C"ZONE 14 MORRISON HOMES
419.02
515
SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES

0.01 516
SERVICE LEVEL"C"ZONE 16 TRADEWINDS
126.37
517
SERVICE LEVEL"C"ZONE 17 MONTE VISTA

42.35 518
SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS
767.64
519
SERVICE LEVEL"C"ZONE 19 CHANTEMAR
234.84
520
SERVICE LEVEL"C"ZONE 20 CROWNE HILL
1,930.45
521
SERVICE LEVEL"C"ZONE 21 VAIL RANCH
368.83
522
SERVICE LEVEL"C"ZONE 22 SUTTON PLACE
135.91
523
SERVICE LEVEL"C"ZONE 23 PHEASENT RUN

0.84 524
SERVICE LEVEL"C"ZONE 24 HARVESTON
155.33
525
SERVICE LEVEL"C"ZONE 25 SERENA HILLS
2,882.81
526
SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION

47.04 527
SERVICE LEVEL"C"ZONE 27 AVONDALE
267.38
528
SERVICE LEVEL"C"ZONE 28 WOLF CREEK
388.10
529
SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT

45.81 $ 6,989,896.92

CITY OF TEMECULA

LIST OF DEMANDS
PAYROLL:
001
GENERAL FUND $
344,047.57
140

COMMUNITY DEV BLOCK GRANT
909.12
165

AFFORDABLE HOUSING
5,320.83
190

TEMECULA COMMUNITY SERVICES DISTRICT
146,399.23
194

TCSD SERVICE LEVEL D REFUSE RECYCLING
1,394.89
196
TCSD SERVICE LEVEL "L" LAKE PARK MAINT.
512.74
197

TEMECULA LIBRARY FUND
3,389.44
300

INSURANCE FUND
2,537.50
305

WORKERS' COMPENSATION
2,195.51
320

INFORMATION TECHNOLOGY
37,225.32
330

SUPPORT SERVICES
4,394.15
340

FACILITIES
9,079.96
501
SERVICE LEVEL"C"ZONE 1 SADDLEWOOD

0.03 502
SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK

0.45 503
SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS

0.45 504
SERVICE LEVEL"C"ZONE 4 THE VINEYARDS

0.45 505
SERVICE LEVEL"C"ZONE 5 SIGNET SERIES

0.45 506
SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY

0.45 507
SERVICE LEVEL"C"ZONE 7 RIDGEVIEW

0.03 508
SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE
240.99
509
SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA

0.03 510
SERVICE LEVEL"C"ZONE 10 MARTINIQUE

0.45 511
SERVICE LEVEL"C"ZONE 11 MEADOWVIEW

0.03 512
SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS
120.48
513
SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP.

12.01 514
SERVICE LEVEL"C"ZONE 14 MORRISON HOMES

0.03 515
SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES

0.03 516
SERVICE LEVEL"C"ZONE 16 TRADEWINDS

12.01 517
SERVICE LEVEL"C"ZONE 17 MONTE VISTA

0.03 518
SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS

72.25 519
SERVICE LEVEL"C"ZONE 19 CHANTEMAR
101.17
520
SERVICE LEVEL"C"ZONE 20 CROWNE HILL
240.94
521
SERVICE LEVEL"C"ZONE 21 VAIL RANCH
457.95
522
SERVICE LEVEL"C"ZONE 22 SUTTON PLACE

0.03 523
SERVICE LEVEL"C"ZONE 23 PHEASENT RUN

0.97 524
SERVICE LEVEL"C"ZONE 24 HARVESTON
192.75
525
SERVICE LEVEL"C"ZONE 25 SERENA HILLS

24.08 526
SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION

0.03 527
SERVICE LEVEL"C"ZONE 27 AVONDALE

0.45 528
SERVICE LEVEL"C"ZONE 28 WOLF CREEK
481.98
529
SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT
(0.01)
700
CERBT CALIFORNIA EE RETIREE-GASB45
69,790.84
TOTAL BY FUND:
$ 629,158.09
$ 7,619,055.01

apChkLst Final Check List Page: 1
01/25/2022 4:37:28PM CITY OF TEMECULA
Bank: eunion EFT UNION BANK
Check # Date
Vendor
Description
501700 1/27/2022
004240 AMERICAN FORENSIC NURSES
DRUG/ALCOHOL ANALYSIS: TEM
AFN

SHERIFF
DRUG/ALCOHOL ANALYSIS: TEM SHERIF
501701 1/27/2022
002187 ANIMAL FRIENDS OF THE
OCT & NOV ANIMAL CNTRL SVCS:

VALLEYS

TEMECULA
501702 1/27/2022
021670 ANLIND OF TEMECULA INC,
VEH REPAIR/MAINT: TRAFFIC: POLICE

TEMECULA HARLEY-DAVIDSON
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
VEH REPAIR/MAINT: TRAFFIC: POLICE
501703 1/27/2022
012951 APPLIED DEVELOPMENT
QUALITY OF LIFE MASTER PLAN:

ECONOMICS

PLANNING
501704 1/27/2022
013950 AQUA CHILL OF SAN DIEGO
JAN DRINKING WTR SYS MAINT: CIVIC
CTR
JAN DRINKING WTR MAINT: AQUATICS
JAN DRINKING WTR SYS MAINT: MPSC
JAN DRINKING WTR SYS MAINT: THEATE
JAN DRINKING WTR SYS MAINT: TCC
JAN DRINKING WTR SYS MAINT: TPL
JAN DRINKING WTR SYS MAINT: FOC
JAN DRINKING WTR SYS MAINT: PW
JAN DRINKING WTR SYS MAINT: TVM
JAN DRINKING WTR SYS MAINT: JRC
501705 1/27/2022
001445 ASSISTANCE LEAGUE OF
FY 21/22 COMMUNITY SRVC FUNDING

TEMECULA, VALLEY
501706 1/27/2022 022651 BRANDASSASSINS
501707 1/27/2022 021588 BRAUN PETER, DBA

TEMECULA PLANTSCAPE
501708 1/27/2022 022596 CITYGATE ASSOCIATES LLC
501709 1/27/2022 022506 DESIGN PATH STUDIO
501710 1/27/2022 020648 DG INVESTMENT HOLDINGS 2

INC, CONVERGINT

TECHNOLOGIES
Citywide Banner Program: Econ Dev
Citywide Banner Program: Econ Dev
JAN PLANTSCAPE SVCS: CIVIC CTR
JAN PLANTSCAPE SVCS: TPL
PROF SVCAGREEMENT: PD

ASSESSMENT

PERMIT READY ACCESSORY

DWELLING UNIT

CITYWIDE SURVEILLANCE
PROJ:SOMMERS BEND
Amount Paid Check Total
273.70
120.40
20,000.00
1,522.81
1,359.23
449.47
358.95
358.95
318.45
293.74

81.14 2,132.01
212.00

67.34 34.75

28.28 28.28

28.28 28.28

28.28 28.28

28.28 5,000.00
1,909.05
310.42
500.00
200.00
5,168.63
912.50
18,900.44
394.10
20,000.00
4,742.74
2,132.01
512.05
5,000.00
2,219.47
700.00
5,168.63
912.50
18,900.44
Page:1

apChkLst Final Check List Page: 2
01/25/2022 4:37:28PM CITY OF TEMECULA
Bank:
eunion EFT UNION BANK
(Continued)
Check #
Date
Vendor
Description
501711
1/27/2022
019720

DIVERSIFIED WATERSCAPES
JAN WTR QUALITY MAINT: DUCK
INC
PNG/HARV.
501712
1/27/2022
002577

ENGINEERING RESOURCES,
ENG SVCS: BIKE TRAIL PGM: PW19-11:

OF SOUTHERN CALIF., INC.

CIP
ENG CONSULT SVCS: OVERLAND: PW2C
501713
1/27/2022
010804

FEHR AND PEERS
TRANSP
DISCOVERY/BENCHMARKING: PLAN
TRANSP DISCOVERY/BENCHMARKING:

MAR CEQA TRAFFIC ANALYSIS UPDATE-
501714
1/27/2022
000177

GLENNIES OFFICE PRODUCTS
MISC OFC SUPPLIES: BLDG & SAFETY
INC
MISC OFC SUPPLIES: STREET MAINT: P1
MISC OFC SUPPLIES: FIRE STA 73
501715
1/27/2022
003342

HABITAT FOR HUMANITY,
FY 21/22 COMMUNITY SRVC FUNDING

INLAND VALLEY INC
501716
1/27/2022
020628

HASA INC
POOL SANITIZING CHEMICALS:

VARIOUS POOLS
501717
1/27/2022
006914

INNOVATIVE DOCUMENT
NOV COPIER MAINT/USAGE/REPAIR:

SOLUTIONS

CITYWIDE
DEC COPIER MAINT/USAGE/REPAIR: CI1
NOV COPIER MAINT/USAGE/REPAIR: CI1
DEC COPIER MAINT/USAGE/REPAIR: CI1
501718
1/27/2022
019085

INTERPRETERS UNLIMITED
INTERPRETER SRVCS: TEM SHERIFF
INC
501719
1/27/2022
012285

JOHNSTONE SUPPLY
MISC SUPPLIES: CIVIC CTR
501720
1/27/2022
021370

MARK THOMAS AND COMPANY
DSGN & ENVIRO SVCS: CONG
INC
RELIEF,PW19-02
501721
1/27/2022
019823

MERCHANTS BLDG MAINT LLC
ENHANCED COVID CLEANING: CIVIC
CTR
ENHANCED COVID CLEANING: CIVIC CT
501722
1/27/2022
013827

MIKO MOUNTAINLION INC
GUARDRAIL REPAIR: RAINBOW CNYN
RD
501723
1/27/2022
004043

MISSION ELECTRIC SUPPLY
ELECTRICAL SUPPLIES: PW PARKS
INC
ELECTRICAL SUPPLIES: CIVIC CTR
Amount Paid Check Total
7,213.00
7,213.00
5,882.50
445.50
6,328.00
6,734.50
5,525.00
4,260.61
16,520.11
276.85

29.02 10.73
316.60
5,000.00
5,000.00
916.46
916.46
5,385.57
3,926.88
428.03
299.45
10,039.93

33.75 33.75
288.19
288.19
2,403.75
2,403.75
270.00
270.00
540.00
10,560.00
10,560.00
533.18
192.16
725.34
Paget

apChkLst
01/25/2022
4:37:28PM
Final Check List

CITY OF TEMECULA
Page: 3
Bank:
eunion EFT UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
501724
1/27/2022
021998

OLD TOWN TIRE AND SERVICE
VEHICLE REPAIR/MAINT: PW STREETS
1,672.83
INC
VEHICLE MAINT: PARKS: PW
1,137.41
VEHICLE MAINT: PARKS: PW
1,134.96
VEHICLE MAINTENANCE: PW STREET
722.90
VEHICLE REPAIR/MAINT: TEM SHERIFF
312.94
VEHICLE MAINT: PARKS: PW
186.49
VEHICLE REPAIR/MAINT: BLDG & SAFET

38.12 5,205.65
501725
1/27/2022
020544

PARKHOUSE TIRE SERVICE
TIRE SERVICE: STREET MAINT: PW
1,056.46
INC
MISC AUTO PARTS: PW STEET MAINT
669.05
1,725.51
501726
1/27/2022
004274

SAFE AND SECURE
LOCKSMITH SVCS: PW PARKS

54.00 54.00

LOCKSMITH SRVC
501727
1/27/2022
009746

SIGNS BY TOMORROW
AUG PUBLIC NTC POSTING PA21-0433:
855.00
PLNG
PUBLIC NTC POSTINGS PA21-0743-46: P
855.00
NOV PUBLIC NTC PA21-0918: PLNG
855.00
NEW SIGNAGE: PLANNING
855.00
PUBLIC NTC POSTING PA21-0648: PLNG
427.50
PUBLIC NTC POSTING PA21-0763: PLNG
427.50
NOV PUBLIC NTC PA21-0881: PLNG
427.50
NOV PUBLIC NTC PA21-0823: PLNG
427.50
MISC SIGNAGE: PLANNING
427.50
MISC SIGNAGE: PLANNING
427.50
NEW SIGNAGE: PLANNING
427.50
PUBLIC NTC POSTING PA21-0968: PLNG
213.75
PUBLIC NTC POSTING PA21-0384: PLNG
213.75
INSTALLATION SVCS: PLANNING
213.75
MISC SIGNAGE: PLANNING
213.75
7,267.50
501728
1/27/2022
001546

STRAIGHT LINE GLASS AND
WINDOW REPLACE: HARVESTON: PW
517.17
517.17

MIRROR, COMPANY INC
501729
1/27/2022
016676

WAVES PROJECT INC
ANNUAL CSF FY21-22
5,000.00
5,000.00
501730
1/27/2022
008402

WESTERN RIVERSIDE CO
NOV'21 MSHCP PAYMENT
11,012.00
11,012.00

REG, CONSERVATION

AUTHORITY
Grand total for EFT UNION BANK: 152,348.90
Page:3

apChkLst Final Check List Page: 4
01/25/2022 4:37:28PM CITY OF TEMECULA
checks in this report.

Grand Total All Checks: 152,348.90
Page:4

apChkLst
01/27/2022
3:18:48PM
Final Check List

CITY OF TEMECULA
Page: 1
Bank: union UNION BANK
Check #
Date
Vendor
Description
Amount Paid
Check Total
12555
1/3/2022
000537

SO CALIF EDISON
DEC 700034047650 44270 MEADOWS

18.19 18.19
PKWY
12556
1/3/2022
000537

SO CALIF EDISON
DEC 700034500823 32932 LEENA WAY

18.36 18.36
12557
1/3/2022
000537

SO CALIF EDISON
DEC 700035621070 42335 MEADOWS

18.36 18.36
PKWY
12558
1/3/2022
000537

SO CALIF EDISON
DEC 700035691903 43487

20.16 20.16

BUTTERFIELD STG
12559
1/3/2022
000537

SO CALIF EDISON
DEC 700079543781 30153 TEMECULA

24.20 24.20
PKWY
12560
1/3/2022
000537

SO CALIF EDISON
DEC 700374361541 29429 TEMECULA

50.33 50.33
PKWY
12561
1/3/2022
000537

SO CALIF EDISON
DEC 700278695390 332329 OVERLAND
117.03
117.03
TRL
12562
1/3/2022
000537

SO CALIF EDISON
DEC 700619156906 32364 OVERLAND
1,868.07
1,868.07
TRL
12584
1/5/2022
000537

SO CALIF EDISON
DEC 700025366655 41955 4TH ST

15.46 15.46
12585
1/5/2022
000537

SO CALIF EDISON
DEC 700230816695 28077 DIAZ RD

16.65 16.65
12586
1/5/2022
000537

SO CALIF EDISON
DEC 700451136031 41702 MAIN ST

17.58 17.58
12587
1/5/2022
000537

SO CALIF EDISON
DEC 700404123666 41638

17.63 17.63

WINCHESTER RD
12588
1/5/2022
000537

SO CALIF EDISON
DEC 700230666549 28079 DIAZ RD

17.80 17.80
12589
1/5/2022
000537

SO CALIF EDISON
DEC 700390915502 27991 DIAZ RD

18.45 18.45
12590
1/5/2022
000537

SO CALIF EDISON
DEC 700369097471 27407 DIAZ RD

18.64 18.64
12591
1/5/2022
000537

SO CALIF EDISON
DEC 700541167387 30027 FRONT ST

32.25 32.25
12592
1/5/2022
000537

SO CALIF EDISON
DEC 700170354373 28402 MERCEDES

33.04 33.04
ST
Page-1

apChkLst
01/27/2022
3:18:48PM
Final Check List

CITY OF TEMECULA
Page: 2
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
12593
1/5/2022
000537

SO CALIF EDISON
DEC 700171448958 33451 S HWY 79

36.81 36.81
12594
1/5/2022
000537

SO CALIF EDISON
DEC 700021560619 28300 MERCEDES
165.30
165.30
ST
12596
1/5/2022
000537

SO CALIF EDISON
DEC 700169846034 41902 MAIN ST
357.35
357.35
12597
1/5/2022
000537

SO CALIF EDISON
DEC 700395923227 28314 MERCEDES
511.22
511.22
ST
12599
1/5/2022
000537

SO CALIF EDISON
DEC 700338442744 43210 BUS PARK
582.55
582.55
DR
12600
1/5/2022
000537

SO CALIF EDISON
DEC 700618295727 41952 6TH ST
728.56
728.56
12603
1/5/2022
000537

SO CALIF EDISON
DEC 700024603688 41845 6TH ST
1,060.99
1,060.99
12604
1/5/2022
000537

SO CALIF EDISON
DEC 700169903325 41904 MAIN ST
1,435.43
1,435.43
12605
1/5/2022
000537

SO CALIF EDISON
DEC 700395478239 30013 RANCHO CAL
1,486.04
1,486.04
RD
12606
1/5/2022
000537

SO CALIF EDISON
DEC 700350108713 43230 BUS PARK
2,409.35
2,409.35
DR
12607
1/5/2022
000537

SO CALIF EDISON
DEC 700000050665 43200 BUS PARK
2,491.15
2,491.15
DR
12608
1/5/2022
000537

SO CALIF EDISON
DEC 700168560580 28690 MERCEDES
2,851.17
2,851.17
ST
12609
1/5/2022
000537

SO CALIF EDISON
DEC 700474429468 41000 MAIN ST
18,618.93
18,618.93
12636
1/10/2022
010276

TIME WARNER CABLE
JANUARY INTERNET SVCS: 32211
194.34
194.34
WOLF
12637
1/10/2022
010276

TIME WARNER CABLE
JANUARY INTERNET SVCS: 30755
739.07
739.07

AULD RD
12639
1/10/2022
010276

TIME WARNER CABLE
JANUARY INTERNET SVCS: 41000
3,457.95
3,457.95

MAIN ST
12731
1/14/2022
000246

PERS (EMPLOYEES'
REPLACEMENT: BENEFIT FUND
93,446.88
93,446.88

RETIREMENT)

CONTRIBUTION
Paget

apChkLst
01/27/2022
3:18:48PM
Final Check List

CITY OF TEMECULA
Page: 3
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
102110
1/25/2022
022815

CAPITAL CONSTRUCTION INC
REFUND: INCORRECT PERMIT ISSUED
452.00
452.00
B21-5672
207957
1/27/2022
022816
3270 W LINCOLN LLC
LAND ACQUISITION:
5,500.00
5,500.00

NICOLAS/BUTTERFIELD
207958
1/27/2022
013387

ADAME LANDSCAPE INC, DBA
JAN SWEEPING SVC: PRKG
540.00

SWEEPING UNLIMITED

STRUCTURE
DEC SWEEPING SVC: PRKG STRUCTUR
540.00
1,080.00
207959
1/27/2022
003951

ALL AMERICAN ASPHALT
ASPHALT SUPPLIES: STREET MAINT:
3,584.31
PW
ASPHALT SUPPLIES: STREET MAINT: PN
2,718.30
ASPHALT SUPPLIES: STREET MAINT: PN
717.69
ASPHALT SUPPLIES: STREET MAINT: PVA
505.88
ASPHALT SUPPLIES: STREET MAINT: PVA
449.48
7,975.66
207960
1/27/2022
007282

AMAZON CAPITAL SERVICES
MISC OFC SUPPLIES: CITY CLERK

87.36 INC
MISC OFC SUPPLIES: CMO

27.17 CREDIT: MISC SMALL TOOLS/EQPMNT: E
-36.96

77.57 207961
1/27/2022
000747

AMERICAN PLANNING
MEMBERSHIP RENEWAL: RABIDOU, B.
365.00
365.00

ASSOCIATION
207962
1/27/2022
004623

AQUA SOURCE INC
VARIOUS SUPPLIES: AQUATICS
2,446.88
2,446.88
207963
1/27/2022
017149

B G P RECREATION INC

TCSD INSTRUCTOR EARNINGS
5,917.80
5,917.80
207964
1/27/2022
011954

BAKER AND TAYLOR INC
BOOK COLLECTIONS: RHRPTL: TCSD
966.22
BOOK COLLECTIONS: RHRPTL: TCSD
555.91
BOOK COLLECTIONS: RHRPTL: TCSD
235.72
BOOK COLLECTIONS: RHRPTL: TCSD
202.05
BOOK COLLECTIONS: RHRPTL: TCSD
112.94
BOOK COLLECTIONS: RHRPTL: TCSD

62.64 BOOK COLLECTIONS: RHRPTL: TCSD

61.49 BOOK COLLECTIONS: RHRPTL: TCSD

44.23 BOOK COLLECTIONS: RHRPTL: TCSD

35.93 BOOK COLLECTIONS: RHRPTL: TCSD

21.65 BOOK COLLECTIONS: RHRPTL: TCSD

21.24 BOOK COLLECTIONS: RHRPTL: TCSD

20.11 BOOK COLLECTIONS: RHRPTL: TCSD

20.05 BOOK COLLECTIONS: RHRPTL: TCSD

18.40 BOOK COLLECTIONS: RHRPTL: TCSD

18.37 BOOK COLLECTIONS: RHRPTL: TCSD

8.27 2,405.22
207965
1/27/2022
015592

BAMM PROMOTIONAL
Embroidery: uniforms: Bldg & Safety

43.50 43.50

PRODUCTS INC
Page:3

apChkLst
01/27/2022
3:18:48PM
Final Check List

CITY OF TEMECULA
Page: 4
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
207966
1/27/2022
004262

BIO TOX LABORATORIES
PHLEBOTOMY SVCS: TEM SHERIFF
3,009.00
PHLEBOTOMY SVCS: TEM SHERIFF
2,239.00
PHLEBOTOMY SVCS: TEM SHERIFF
573.00
5,821.00
207967
1/27/2022
001323

BLUETRITON BRANDS INC,
12/11-01/22 WTR DLVRY SVC: FOC

92.06 DBA READYREFRESH
12/23-01/22 WTR DLVRY SVC: SKATE PAI

9.15 101.21
207968
1/27/2022
003138

CAL MAT, DBA VULCAN
ASPHALT SUPPLIES: STREET MAINT:
562.11
562.11

MATERIALS CO
PW
207969
1/27/2022
020754

CALIFORNIALAND
MEMBERSHIP RENEWAL: MORENO, R.
270.00
270.00

SURVEYORS, ASSOCIATION
207970
1/27/2022
022652

CHICAGO MULTI -CULTURAL,
PERFADV: HIPLET BALLERINAS
7,440.00
7,440.00

DANCE CENTER
2/19/22
207971
1/27/2022
021230

CONSOLIDATED ELECTRICAL
ELECTRICAL COVERS: STREET
1,827.00

DISTR, DBA CALIF ELECTRIC
LIGHTS: PW
SUPPLY
ELECTRICAL SUPPLIES: PARKS: PW
109.29
1,936.29
207972
1/27/2022
011922

CORELOGIC INC, DBA
DEC PROP ID SFTWR: CODE
301.00
301.00

CORELOGIC SOLUTIONS

ENFORCEMENT
207973
1/27/2022
002631

COUNTS UNLIMITED INC
TRAFFIC COUNT DATA COLLECTION:
1,200.00
1,200.00
TRAFFIC:
207974
1/27/2022
022796

CULTIVATING INCLUSION INC
FY 21/22 COMMUNITY SRVC FUNDING
5,000.00
5,000.00
207975
1/27/2022
003561

D F M ASSOCIATES
CA ELECTIONS CODE BOOK: CITY

65.25 65.25
CLERK
207976
1/27/2022
012600

DAVID EVANS AND
DSGN CONSULT SVCS: PICKLEBALL
4,492.00

ASSOCIATES INC
COURTS 21-
DSGN SVCS: RECYCLED WATER PROJE
227.00
4,719.00
207977
1/27/2022
022798

IDS SERVICES OF AMERICA
WATER DELIVERY: CMO

48.90 48.90

INC, SPARKLETTS
207978
1/27/2022
021859

EXP US SERVICES INC
CONSULT SVCS: SANTAGERTRUDIS
10,547.70
10,547.70

CRK TRAIL
207979
1/27/2022
002982

FRANCHISE TAX BOARD
CREDIT: TAX WITHHOLDING CASE

8.57 8.57
603016103
207980
1/27/2022
014865

FREIZE UHLER KIMBERLY DBA,
PROMOTIONAL ITEMS: ECO DEV
1,801.47
1,801.47

CLEAR BLUE PROMOTIONS
207981
1/27/2022
012066

GEOCON WEST INC
GEOTECH SVCS: SIDEWALKS: 5TH ST
3,705.50
CIP
GEOTECH REVIEW PRADO PA21-0838
2,500.00
6,205.50
Page:4

apChkLst Final Check List Page: 5
01/27/2022 3:18:48PM CITY OF TEMECULA
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
207982
1/27/2022
000186

HANKS HARDWARE INC
MISC HRDWR SUPPLIES: CODE

ENFORCEMENT
207983
1/27/2022
020698

HICKS AND HARTWICK INC
ENG PLAN CK SVCS: LAND DEV:

SOLANA
207984
1/27/2022
003198

HOME DEPOT
MISC HRDWR SUPPLIES: CIVIC CTR
207985
1/27/2022
022757

HYDROLOGY GROUP INC
INSTALL SPLASH PAD EQUIPMENT:

PW
207986
1/27/2022
010530
1 P C INDUSTRIES INC, DBA:

GOLF CART RENTALS: SPECIAL

PRESTIGE GOLF CARS
EVENTS: TCSD
GOLF CART RENTALS: SPECIAL EVENTS:
207987
1/27/2022
013286

INTRADO LIFE & SAFETY INC
JAN ENTERPRISE 911 SVC: IT
207988
1/27/2022
022817

JOYCE, TRACY
REFUND: ACRYLIC PAINTING

TECHNIQUES
207989
1/27/2022
021896

JP HANDMADE CORP, DBA
ADMIN CITATION BOOKLETS: CODE

MINUTEMAN PRESS

ENFORCEMEN
PRINT MEDIA: SPECIAL EVENTS-TCSD
207990
1/27/2022
001091

KEYSER MARSTON
ON CALL CONSULT SVCS: LAS

ASSOCIATES INC

HACIENDAS
207991
1/27/2022
022585
NORMAN A. TRAUB &
WORKPLACE INVESTIGATIONS: HR

ASSOCIATES, LLC
207992
1/27/2022
022623

OLD TOWN RESTAURANT
RFRSHMNTS: TVM EVENTS: TCSD

GROUP LLC, DBA CRUSH &
BREW
207993
1/27/2022
022812

PK I PALOMAR VILLAGE SC LP
REFUND: ENG DEPOSIT LD18-3819

PALOMAR
207994
1/27/2022
020774

RADIANT GLOBAL LOGISTICS
EXHIBIT FREIGHT FEE: SMALL

INC, DBAAIRGROUP CORP
WONDERS: TCSD
207995
1/27/2022
000418

RIVERSIDE CO CLERK AND,
NOE LONG RANGE PROJ: LR18-1684

RECORDER
207996
1/27/2022
000418

RIVERSIDE CO CLERK AND,
NOE LONG RANGE PROJ: LR20-1223

RECORDER
207997
1/27/2022
000268

RIVERSIDE CO HABITAT,
DEC'21 K-RAT PAYMENT

CONSERVATION AGENCY
Amount Paid Check Total

55.91 55.91
1,530.00
1,530.00

81.63 81.63
38,522.50
38,522.50
7,268.38
1,759.00
9,027.38
300.00
300.00

30.00 30.00
2,885.88
270.06
3,155.94
4,750.00
4,750.00
6,325.00
6,325.00
652.50
652.50
24,000.00
24,000.00
2,008.66
2,008.66

50.00 50.00

50.00 50.00
1,255.00 1,255.00
Page:5

apChkLst
01/27/2022
3:18:48PM
Final Check List

CITY OF TEMECULA
Page: 6
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
207998
1/27/2022
000406

RIVERSIDE CO SHERIFFS
10/12-12/31/21 TOWING SRVCS:
1,431.25
1,431.25
DEPT
POLICE
207999
1/27/2022
004822

RIVERSIDE TRANSIT AGENCY
DEC ROUTE 55 TROLLEY SVCS
1,736.22
1,736.22
208000
1/27/2022
016778
ROW TRAFFIC SAFETY, INC.

SIGN BARRICADES: PARKS
1,579.59
1,579.59
208001
1/27/2022
022814

RTA RANCHO HIGHLANDS LLC
REFUND: ENG DEPOSIT LD19-2585 PAT
2,000.00
2,000.00
& OSCAR'S PKG LOT
208002
1/27/2022
015457
SHAW HR CONSULTING, INC.

SEP-OCT CONSULTING SVCS: HR
225.00
225.00
208003
1/27/2022
022804

SINGH, SOHAN
REFUND: ENG DEPOSIT LD17-1034
3,000.00
3,000.00
SINGH
208004
1/27/2022
002503

SOUTH COAST AIR QUALITY,
FY21-22 FEE -LAST F-YR EMISSIONS
142.59
142.59

MANAGEMENT DISTRICT
208005
1/27/2022
000519

SOUTH COUNTY PEST
PEST CTRL SVCS: TCC
246.00

CONTROL INC
PEST CTRL SERVICES: LIBRARY
180.00
PEST CTRL SVCS: MRC

94.00 PEST CTRL SVCS: THEATER

90.00 PEST CTRL SVCS: JRC

74.00 PEST CTRL SVCS: TVE2

56.00 PEST CTRL SVCS: WEST WING

40.00 PEST CTRL SVCS: IWTCM

36.00 PEST CTRL SERVICES: WEDDING

32.00 CHAPEL PEST CTRL SVCS: MPSC

29.00 877.00
208006
1/27/2022
003000

STATE WATER RESOURCE
STORM WATER PERMIT: REGIONAL
323.00
323.00

CONTROL, BOARD
GENE
208007
1/27/2022
021031

TIRADO, CARLOS
REIMB: UNIFORMS: BLDG & SAFETY
106.25
106.25
208008
1/27/2022
010046

TV CONVENTION &VISITORS
NOV'21 BUS. IMPRV DISTRICT
221,906.18
221,906.18

BUREAU, DBA VISIT TEMECULA
ASMNTS
VALLEY
208009
1/27/2022
020963

UPTOWN TEMECULAAUTO
NOV VEHICLE DETAILING SVCS: CODE

4.00 4.00

SPA LLC
ENF
208010
1/27/2022
020670

WEBB MUNICIPAL FINANCE
SPECIAL TAXADMIN: TCSD SRVC
9,885.66
9,885.66
LLC
LEVELS
208011
1/27/2022
020193

WHITE CAP LP
MISC SUPPLIES: STREET MAINT: PW
679.23
679.23
Pagefi

apChkLst Final Check List Page: 7
01/27/2022 3:18:48PM CITY OF TEMECULA
Grand total for UNION BANK: 540,877.41
Page:?

apChkLst Final Check List Page: 8
01/27/2022 3:18:48PM CITY OF TEMECULA
go checks in this report.

Grand Total All Checks: 540,877.41
Page:8

apChkLst Final Check List Page: 1
02/01/2022 4:23:20PM CITY OF TEMECULA
Bank:
eunion EFT UNION BANK
Check #
Date
Vendor
Description
501731
2/3/2022
009374

ALLEGRO MUSICAL VENTURES
PIANO TUNING/MAINT. THEATER

DBA, ALLEGRO PIANO

SERVICE
501732
2/3/2022
013015

ALWAYS RELIABLE
BACKFLOW REPAIR: SLOPES:

BACKFLOW, AKA NANETTE

AVONDALE
SEMAN
BACKFLOW REPAIRS: VARIOUS PARKS
BACKFLOW TESTING: SLOPES: AVONDA
BACKFLOW TESTING: VARIOUS MEDIAN
501733
2/3/2022
004240

AMERICAN FORENSIC NURSES
DRUG/ALCOHOL ANALYSIS: TEM
AFN

SHERIFF
DRUG/ALCOHOL ANALYSIS: TEM SHERIF
501734
2/3/2022
000936

AMERICAN RED CROSS,
STAFF/LIFEGUARDS CERTS:

HEALTH AND SAFETY SVCS

AQUATICS
501735
2/3/2022
018408

BOB CALLAHAN'S POOL
JAN POOL MAINT SVC: CRC & TESC

SERVICE
JAN FOUNTAIN MAINT SVC: OLD TOWN
501736
2/3/2022
022670

BROWN, JAMAL DEON

TCSD INSTRUCTOR EARNINGS
501737
2/3/2022
004248

CALIF DEPT OF
SEP BLOOD & ALCOHOL ANALYSIS: PD

JUSTICE-ACCTING
NOV FINGERPRINT SVCS: WORKFORCE
DEC BLOOD & ALCOHOL ANALYSIS: PD
501738
2/3/2022
016688

CALIFORNIA WATERSHED ENG
DSGN SVCS: FLOOD CONTROL

CORP, DBACWE
CHANNEL PW11-10
501739
2/3/2022
010650

CRAFTSMEN PLUMBING &
APPLICANCE REPAIR: FIRE STA 84

HVAC INC
PLUMBING REPAIRS: FIRE STA84
501740
2/3/2022
011870

CRIME SCENE STERI CLEAN
BIO-HAZARD CLEAN UP: TEM SHERIFF
LLC
501741
2/3/2022
020436

CRONBERG, RICHARD N

TCSD INSTRUCTOR EARNINGS
501742
2/3/2022
003945

DIAMOND ENVIRONMENTAL
TEMPORARY FENCING: JRC
SRVCS
PORTABLE RESTROOM/SINK RENTAL: P
Amount Paid Check Total
225.00 225.00
240.00
896.00

27.00 54.00 1,217.00

60.20 60.20 120.40
219.00 219.00
1,100.00
950.00 2,050.00
1,650.60 1,650.60

35.00 98.00
1,190.00 1,323.00
2,126.00 2,126.00
1,260.00
846.94 2,106.94
850.00 850.00

28.00 28.00

95.00 122.61 217.61
Page:1

apChkLst
02/01/2022
4:23:20PM
Final Check List

CITY OF TEMECULA
Page: 2
Bank:
eunion EFT UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
501743
2/3/2022
004192

DOWNS ENERGY FUEL
FUEL FOR CITY VEHICLES: POLICE

56.75 DEPT
FUEL FOR CITY VEHICLES: STREET MAI
1,558.84
FUEL FOR CITY VEHICLES: TRAFFIC: PN
424.03
FUEL FOR CITY VEHICLES: EOC

90.53 FUEL FOR CITY VEHICLES: CODE ENFOI

39.77 FUEL FOR CITY VEHICLES: FIRE DEPT
108.86
FUEL FOR CITY VEHICLES: LAND DEV: F
148.47
FUEL FOR CITY VEHICLES: CIP: PW

46.49 FUEL FOR CITY VEHICLES: PARK MAINT
1,598.30
FUEL FOR CITY VEHICLES: TCSD
358.38
4,430.42
501744
2/3/2022
020904

ECONOMIC ALTERNATIVES INC
JAN CONDENSER WTR SYS PM: CIVIC
538.67
538.67
CTR
501745
2/3/2022
002577

ENGINEERING RESOURCES,
ENG SVCS: BIKE TRAIL PGM: PW19-11:
32,933.39
32,933.39
OF SOUTHERN CALIF., INC.

CIP
501746
2/3/2022
021365

GEORGE HILLS COMPANY INC
12/ CLAIMS RECOVERY SVCS: RISK

85.95 MGMT
12/21 CLAIMS RECOVERY SVCS: RISK M
277.17
12/21 CLAIMS RECOVERY SVCS: RISK M
277.17
12/31 CLAIMS RECOVERY SRVCS: RISK
2,814.99
12/8 CLAIMS RECOVERY SVCS: RISK MC

85.95 12/21 CLAIMS RECOVERY SVCS: RISK M
150.00
3,691.23
501747
2/3/2022
004890

GOLDEN STATE FIRE
EMERGENCY REPAIR SVCS: FIRE STA
944.00
944.00

PROTECTION
73 501748
2/3/2022
000482

LEIGHTON CONSULTING INC
GEOTECH PEER REVIEW: TV
3,831.00
3,831.00

HOSPITAL
501749
2/3/2022
003726

LIFE ASSIST INC
EMERGENCY RESPONSE EQUIP:
1,022.25
1,022.25
TCSD
501750
2/3/2022
018675

MDG ASSOCIATES INC

DEC CDBG-CV EMERGENCY RENTAL
1,245.00

ASSIST PGM
DEC CDBG PRGM ADMIN: COM DEV
3,140.75
DEC LABOR COMPLIANCE: MPSC PW20-

48.75 DEC CDBG-CV EMERGENCY RENTAL AS
1,220.00
5,654.50
501751
2/3/2022
019823

MERCHANTS BLDG MAINT LLC
DEC JANITORIAL SVCS: FACILITIES
26,606.25
26,606.25
501752
2/3/2022
013827

MIKO MOUNTAINLION INC
REPLACE GUARDRAIL: DE PORTOLA
2,771.00
2,771.00
RD
501753
2/3/2022
004043

MISSION ELECTRIC SUPPLY
ELECTRICAL SUPPLIES: CIVIC CTR
251.82
251.82
INC
Paget

apChkLst Final Check List Page: 3
02/01/2022 4:23:20PM CITY OF TEMECULA
Bank: eunion EFT UNION BANK
(Continued)
Check # Date
Vendor
Description
501754 2/3/2022
004040

MORAMARCO ANTHONY J,
ART EVENTS: TVM: TCSD

DBA BIGFOOT GRAPHICS
501755 2/3/2022
020946

MUSSON THEATRICAL INC
SOUND/LIGHTING SUPPLIES:

THEATER
501756 2/3/2022
009337
NV5 INC
DEC PROJ MGT SVCS: MRC, PW17-21
501757 2/3/2022
021121

OCCUPATIONAL HEALTH CTR
Medical Screenings: HR

OF CA, DBA CONCENTRA

MEDICAL CTR
501758 2/3/2022
022553

PAL GENERAL ENGINEERING
12/20 PARK & RIDE ACCESS IMPRVS,
INC
18-11
501759 2/3/2022
003591

RENES COMMERCIAL
NOV SHOPPING CART CLEANUP: CITY

MANAGEMENT
R-O-WS
CLEAN-UP SERVICES: SPECIAL EVENTS
501760 2/3/2022
002412

RICHARDS WATSON AND
DEC 2021 LEGAL SERVICES

GERSHON
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
DEC 2021 LEGAL SERVICES
501761 2/3/2022
020922

SHARP, ANISSA
REIMB: RFRSHMNTS: PTSC

COMMISSION
Amount Paid Check Total
250.00
250.00
283.99
283.99
6,682.50
6,682.50

70.00 70.00
89,398.13
89,398.13
1,774.00
7,975.00
9,749.00
1,182.44
130.00
180.00
1,950.00
3,566.00
662.00
7,626.72
11, 047.88

90.00 519.00

53.00 551.00
1,363.00
476.00
1,682.00
5,249.00
203.00
1,305.00
337.50
406.00
15, 777.52
212.00
361.50
54,930.56

78.75 78.75
Page:3

apChkLst
02/01/2022
4:23:20PM
Final Check List

CITY OF TEMECULA
Page: 4
Bank:
eunion EFT UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
501762
2/3/2022
009213

SHERRY BERRY MUSIC
JAZZ @ THE MERC 1/20/22
304.50
JAZZ @ THE MERC 1/13
336.00
JAZZ @ THE MERC 12/16/21
635.00
1,275.50
501763
2/3/2022
009746

SIGNS BY TOMORROW
CITYWIDE CLEANUP BANNER: PW
531.90
531.90
501764
2/3/2022
021603

TITAN RENTALS GROUP INC,
HEATER RENTAL: ART OFF THE
634.10
634.10

TITAN TENT & EVENT RENTAL
WALLS: TCSD
501765
2/3/2022
008977

VALLEY EVENTS INC
SANTA VISITS: SPECIAL EVENTS:
3,240.00
3,240.00
TCSD
Grand total
for EFT UNION BANK:
261.932.51
Page:4

apChkLst Final Check List Page: 5
02/01/2022 4:23:20PM CITY OF TEMECULA
35 checks in this report.

Grand Total All Checks: 261,932.51
Page:5

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 1
Bank:
union UNION BANK
Check #
Date
Vendor
Description
Amount Paid
Check Total
12542
12/24/2021
000262

RANCHO CALIF WATER
VARIOUS NOV WATER 3044894 LA
17,531.49
17,531.49

DISTRICT

SERENA WAY
12565
12/31/2021
000262

RANCHO CALIF WATER
3031158 NACKE DR
16,128.56
16,128.56

DISTRICT
12581
2/2/2022
000246

PERS (EMPLOYEES'

PERS RETIREMENT PAYMENT
118,401.26
118,401.26

RETIREMENT)
12663
1/11/2022
006887

UNION BANK OF CALIFORNIA
013338

APPLE STORE
MH IPHONE PRO 13
1,412.66
022787
CUSTOM LANYARD. NET
MH LANYARDS/POUCHES:
382.75
CONTRACTORS: IT
005805
URISA
MH MEMBERSHIP RENEWAL:
195.00
MATTHEWS, A.
022786

AEJUICE LLC
MH MEDIAASSETS: INFO TECH
149.00
008567
GODADDY.COM INC.

MH DOMAIN RENEWAL:

95.85 2,235.26
TEMECULACA.NET
12665
1/11/2022
006887

UNION BANK OF CALIFORNIA
021599

ELTORITO
JH RFRSHMNTS: CALPELRACONF:

74.38 FINANCE
001256

MARRIOTT HOTEL
JH PARKING: CALPELRA CONF

54.00 006952
PAYPAL

JH VERISIGN PAYFLOW PRO

25.00 TRANSACTION
021599

ELTORITO
JH RFRSHMNTS: CALPELRACONF:

21.14 FINANCE
017736

FEAST CALIFORNIA CAFE LLC,
JH TEAM PACE EVENT: TREE
803.11

DBA CORNER BAKERY CAFE

TRIMMING
017736

FEAST CALIFORNIA CAFE LLC,
JH RFRSHMNTS: VETERANS DAY
3,150.99
4,128.62

DBA CORNER BAKERY CAFE
EVENT
12682
2/2/2022
000246

PERS (EMPLOYEES'

PERS RETIREMENT PAYMENT
119,670.07
119,670.07

RETIREMENT)
12740
12/17/2021
002390

EASTERN MUNICIPAL WATER
NOV WATER SVCS 32131 S LOOP RD

49.20 49.20
DIST
12754
1/31/2022
003577

CALIF DEPT OF TAX AND, FEE
JAN-DEC'21 SALES & USE TAX
9,567.00
9,567.00

ADMINISTRATION
RETURN
12755
1/27/2022
000444

INSTATAX (EDD)
4TH QTR 2021 UI & ETT PAYMENT
17,907.44
17,907.44
12756
2/1/2022
001035

C RAND R INC
JUL- DEC'21 TRASH HAULING SVCS
4,343,088.96
4,343,088.96
Page:1

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 2
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
12757
1/27/2022
000166

FIRST AMERICAN TITLE
LAND ACQUISITION: APN 916-400-061
182,077.00
182,077.00

COMPANY
12758
1/27/2022
000166

FIRST AMERICAN TITLE
LAND ACQUISITION: 40955 TEMECULA
285,747.85
285,747.85

COMPANY
CTR
12761
1/27/2022
001065

NATIONWIDE RETIREMENT

NATIONWIDE RETIREMENT PAYMENT
4,173.79
4,173.79

SOLUTION
12762
2/3/2022
010349

CALIF DEPT OF CHILD

SUPPORT PAYMENT
411.17
411.17

SUPPORT
12763
2/3/2022
017429

COBRAADVANTAGE INC, DBA

FSA REIMBURSEMENT PAYMENT
22,336.74
22,336.74

THE ADVANTAGE GROUP
12764
2/3/2022
021301

I C M A RETIREMENT -PLAN
ICMA- 401(A) RETIREMENT PLAN
384.62
384.62
106474

PAYMENT
12765
2/3/2022
000194

I C M A RETIREMENT -PLAN
ICMA-RC RETIREMENT TRUST 457
16,628.63
16,628.63
303355

PAYMENT
12766
2/3/2022
000444

INSTATAX (EDD)

STATE TAX PAYMENT
31,578.23
31,578.23
12767
2/3/2022
000283

INSTATAX (IRS)

FEDERAL TAX PAYMENT
99,261.72
99,261.72
12768
2/3/2022
001065

NATIONWIDE RETIREMENT

NATIONWIDE RETIREMENT PAYMENT
14,047.21
14,047.21

SOLUTION
12769
2/3/2022
019088

NATIONWIDE RETIREMENT

NATIONWIDE LOAN REPAYMENT
344.39
344.39

SOLUTION

PAYMENT
12770
2/3/2022
000389

NATIONWIDE RETIREMENT

OBRA- PROJECT RETIREMENT
2,915.62
2,915.62

SOLUTION

PAYMENT
12779
2/2/2022
001986

MUZAK LLC
FEB DISH NETWORK 41952 6TH ST

59.16 59.16
12782
2/2/2022
001986

MUZAK LLC
FEB DISH NETWORK 32131
175.38
175.38

BUTTERFIELD STG
Paget

apChkLst Final Check List Page: 3
02/03/2022 4:02:57PM CITY OF TEMECULA
Bank: union UNION BANK
Check # Date Vendor
208012 2/3/2022 019307 ADVANCED AUTOMOTIVE
SMOG
208013 2/3/2022 010905 ALLIED TRAFFIC &

EQUIPMENT, RENTALS INC
208014 2/3/2022 022808 AMOS, TJ
208015 2/3/2022 022703 ATOM ENGINEERING

CONSTRUCTION
208016 2/3/2022 022762 AWE ACQUISITION INC, AWE

LEARNING
208017 2/3/2022 011954 BAKER AND TAYLOR INC
208018 2/3/2022 001323 BLUETRITON BRANDS INC,

DBA READYREFRESH
208019 2/3/2022 021502 BUCHER, BRET PHILLIP
(Continued)
Description
ANNUAL SMOG CHECK: BLDG &
SAFETY
ANNUAL SMOG CHECK: STREETS: PW
ANNUAL SMOG CHECK: CIP: PW
ANNUAL SMOG CHECK: CIP: PW
ANNUAL SMOG CHECK: PARKS: PW
ANNUAL SMOG CHECK: PARKS: PW
ANNUAL SMOG CHECK: POLICE
ANNUAL SMOG CHECK: BLDG & SAFETY
ANNUAL SMOG CHECK: BLDG & SAFETY
ANNUAL SMOG CHECK: TCSD
ANNUAL SMOG CHECK: PARKS: PW
ANNUAL SMOG CHECK: PARKS: PW
ANNUAL SMOG CHECK: STREETS: PW
ANNUAL SMOG CHECK: STREETS: PW
LIGHT TOWER RENTAL: SPEC
EVENTS:TCSD
LIGHT TOWER RENTAL: SPEC EVENTS:'
LIGHT TOWER RENTAL: SPEC EVENTS:'
REFUND: ENG DEPOSIT LD20-0804
BARRON
CONST. CONTRACT SVCS: FLOOD

CONTROL REPA
EARLY LITERACY BILINGUAL STATION:

TPL
BOOK COLLECTIONS: RHRPTL: TCSD
BOOK COLLECTIONS: RHRPTL: TCSD
BOOK COLLECTIONS: RHRPTL: TCSD
BOOK COLLECTIONS: RHRPTL: TCSD
12/15-01/14 WTR DLVRY SVC: TVE2
12/23-01/22 WTR DLVRY SVC: AQUATICS
12/23-01/22 WTR DLVRY SVC: PBSP
12/23-01/22 WTR DLVRY SVC: HELP CTR
12/23-01/22 WTR DLVRY SVC: MRC

TCSD INSTRUCTOR EARNINGS
208020 2/3/2022 021851 CALIF NEWSPAPERS DEC PUBLIC NTC AD: CITY CLERK

PARTNERSHIP, DBA SO CALIF

NEWS GROUP
DEC PUBLIC NTC ADS: PLANNING
208021 2/3/2022 004971 CANON FINANCIAL SERVICES JAN COPIER LEASE - CIVIC CTR INC
Amount Paid Check Total

50.00 80.00

50.00 50.00

50.00 50.00

50.00 50.00

50.00 50.00

50.00 50.00

50.00 50.00
2,075.00
575.00
330.00
3,000.00
189,401.50
4,775.04
1,599.35
162.34
119.23

68.27 42.97

17.39 17.22

16.30 8.69
1,427.13
1,597.80
810.00
671.56
730.00
2,980.00
3,000.00
189,401.50
4,775.04
1,949.19
102.57
1,427.13
2,407.80
671.56
Page:3

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 4
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
208022
2/3/2022
004462

CDW LLC, DBA CDW
MISC SMALL TOOLS & EQUIP: INFO
216.41

GOVERNMENT LLC
TECH
MISC SMALL TOOLS & EQUIP: INFO TECI

82.87 299.28
208023
2/3/2022
009640

CERTIFION CORP DBA
JAN ONLINE DATABASE SUBSCR:
200.00
200.00

ENTERSECT
POLICE
208024
2/3/2022
022790

CLEARSTAR INC
PRE -EMPLOYMENT SCREENINGS: HR

93.31 93.31
208025
2/3/2022
013379

COSSOU, CELINE

TCSD INSTRUCTOR EARNINGS
315.00
315.00
208026
2/3/2022
004329
COSTCO TEMECULA491
RFRSHMNTS & SUPPLIES: MPSC:

74.22 TCSD
RFRSHMNTS - EVENTS/PRGRM: MPSC:'

22.01 96.23
208027
2/3/2022
022823

DAOUD, RAMI
REFUND: SUMMER DAY CAMP
260.00
260.00
SESSION 3
208028
2/3/2022
012600

DAVID EVANS AND
DEC DSGN SVCS: DIAZ RD PROJ
20,010.27

ASSOCIATES INC
PW17-25
NOV CONST BID SUPPORT: SANTA GER"
6,570.00
DEC DSGN SVCS: DLR SIDEWALKS. PW'
411.00
26,991.27
208029
2/3/2022
020416

DICK'S SPORTING GOODS INC,
PITCHING MOUNDS: TCSD
11,220.00
11,220.00

DBA AD STARR
208030
2/3/2022
022822

ELLGARD, AMY
REFUND: TEEN ANIME CLUB

48.00 48.00
208031
2/3/2022
022807

EMPIRE BUILT INC
REFUND: ENG DEPOSIT LD19-1521
3,000.00
3,000.00

PUTHWALA
208032
2/3/2022
017432

EYEMED VISION CARE

VISION PLAN PAYMENT
1,596.00
1,596.00
208033
2/3/2022
019469

FALCON ENGINEERING
CNSTRCTN MGMT SVCS: SANTA
36,350.00
36,350.00

SERVICES

GERTRUDIS CRK
208034
2/3/2022
000165

FEDERAL EXPRESS INC
EXP MAIL SVCS: HR

16.87 16.87
208035
2/3/2022
022806

FLECK, RICHARD
REFUND: ENG DEPOSIT LD18-3778
3,000.00
3,000.00
FLECK
208036
2/3/2022
021527

GIANT DESIGN
GRAPHIC DSGN, GOODS & SVCS:
10,291.45
10,291.45

SPEC EVENTS
208037
2/3/2022
000175

GOVERNMENT FINANCE
MEMBERSHIP FEE: SNIDER, JORDAN
150.00
150.00

OFFICERS, ASSOCIATION,
GFOA
Page:4

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 5
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
208038
2/3/2022
003792

GRAINGER
MISC MAINT SUPPLIES: OLD TOWN
1,426.74
1,426.74
208039
2/3/2022
000186

HANKS HARDWARE INC
MISC MAINT SUPPLIES: HARVESTON
272.69
272.69
LAKE
208040
2/3/2022
013749

HELIXSTORM INC
VMWARE RENEWAL: DATACTR: INFO
13,721.78
TECH
SERVER WARRANTY: LIBRARY: INFO TECH
2,224.00
15,945.78
208041
2/3/2022
003198

HOME DEPOT
MISC HRDWR SUPPLIES: CIVIC CTR
172.83
MISC HRDWR SUPPLIES: STREETS: PW
2,169.40
MISC HRDWR SUPPLIES: CIVIC CTR
663.79
MISC HRDWR SUPPLIES: CIVIC CTR
511.41
MISC HRDWR SUPPLIES: CIVIC CTR
275.93
3,793.36
208042
2/3/2022
022824

KISER, REBECCA
REIMB: TEAM PACE
518.21
518.21
208043
2/3/2022
019293

KITTRICH CORPORATION
K9 FOOD: POLICE
133.40
133.40
208044
2/3/2022
017118

KRACH BREE B, DBA
ART PLATE AWARDS: PLEIN AIR: TCSD

34.26 TEMECULA TROPHY & DES
CREDIT:
-8.57

25.69 REL STP NTC: RED HAWK SVCS:
208045
2/3/2022
019884

LEONIDA BUILDERS INC
PW08-04
184,672.73
REL STP NOTICE: SAVALA EQUIP: PW08-04
REL STP NTC: ROBERTSON'S: PW08-04
63,489.10
STP NTC: DEXTERITY PLACING: PW08-04
14,155.00
-83, 385.90
178, 930.93

DEC HR LEGAL SVCS FOR
208046
2/3/2022
004905

LIEBERT, CASSIDYAND
TE060-00011
1,846.50

WHITMORE
DEC HR LEGAL SVCS FOR TE060-00001
141.00
1,987.50
JAN 7DK89878 XXX-0714 GEN USAGE
208047
2/3/2022
013982

M C I COMM SERVICE

MALL PD

37.25 JAN 7DK90589 XXX-0346 GEN USAGE

35.41 72.66
Workplace Investigations: HR
208048
2/3/2022
022585
NORMAN A. TRAUB &
6,970.80

ASSOCIATES, LLC
Workplace Investigations: HR
5,904.81
Workplace Investigations: HR
2,098.16
14,973.77
208049
2/3/2022
014173

NPG INC DBA, GOLDSTAR
STREET MAINT SUPPLIES: STREETS:
1,668.45
1,668.45

ASPHALT PRODUCTS
PW
208050
2/3/2022
022810

OILAND WATER PECHANGA
REFUND: ENG DEPOSIT LD18-0803
15,500.00
15,500.00
PKWY

CIRCLE K
208051
2/3/2022
003663

PECHANGA BAND OF
NOV PROF SVCS: PALA PARK,
2,400.00
2,400.00

LUISENO, MISSION INDIANS
PW11-10: CIP
Page:5

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 6
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
208052
2/3/2022
022809

PITZEK, MARLA
REFUND: ENG DEPOSIT LD20-1347
3,000.00
3,000.00
PITZEK
208053
2/3/2022
005820

PRE -PAID LEGAL SERVICES

PREPAID LEGAL SERVICES PAYMENT
191.35
191.35

INC, DBA LEGALSHIELD
208054
2/3/2022
005075

PRUDENTIAL OVERALL
UNIFORM SVC: STREET MAINT: PW
152.49
SUPPLY
FLOOR MATS/TOWEL RENTALS: VAR FA(

95.70 FLOOR MATS/TOWEL RENTALS: VAR FA(

95.70 FLOOR MATS/TOWEL RENTALS: VAR

95.70 UNIFORM SVC: STREET MAINT: PW

73.61 UNIFORM SERVICES: PW STREET MAIN-

60.06 UNIFORM SVC: STREET MAINT: PW

56.09 629.35
208055
2/3/2022
022813

QUICK BURGER INC
REFUND: ENG DEPOSIT LD19-1473
3,000.00
3,000.00
QUICK
208056
2/3/2022
001364

R C P BLOCK & BRICK INC
MASONRY SUPPLIES: VARIOUS PARKS

22.63 22.63
208057
2/3/2022
022805

RANCHO VISTA
REFUND: ENG DEPOSIT LD18-1463
3,000.00
3,000.00

CONSTRUCTION
MARTIN
208058
2/3/2022
007817

RCM CAPITAL PARTNERS LLC
REFUND: ENG DEPOSIT LD18-0873
3,500.00
3,500.00

CHAPARRAL
208059
2/3/2022
010777

RIVERSIDE CO EXECUTIVE

JAN-MAR ANIMAL SHELTER
47,788.00
47,788.00
OFFICE
OPERATIONS FY21-2
208060
2/3/2022
022715

RIVERSIDE CO PUBLIC
OCT EMERG RADIO RENTALS: POLICE
1,970.28

SAFETY, ENTERPRISE

COMMUNICATION
NOV EMERG RADIO RENTALS: POLICE
1,970.28

SEPT BILLING ADJ EMERG RADIO RENT,
410.40
4,350.96
208061
2/3/2022
001365

RIVERSIDE, COUNTY OF,
RENEW PERMIT: FOC
1,782.00

ENVIRONMENTAL HEALTH
DEPT
RENEW PERMIT: MARG PARK SPLASH P
406.00
2,188.00
208062
2/3/2022
017699

SARNOWSKI SHAWNA M
PHOTOGPRAHY SVCS: ECO DEV
1,500.00

PRESTON
PHOTO SVCS: YOUNG WOMEN'S CONF:
220.00
HUMAN SVCS EVENTS: MPSC: TCSD
170.00
HUMAN SVCS EVENTS: MPSC: TCSD
170.00
PHOTOGRAPHY SVCS: CITY COUNCIL
170.00
PHOTOGRAPHY SVCS: STUDENT MURA
170.00
HUMAN SVCS EVENTS: MPSC: TCSD
150.00
2,550.00
208063
2/3/2022
011511

SCUBA CENTER TEMECULA

TCSD INSTRUCTOR EARNINGS
588.00
588.00
Page6

apChkLst
02/03/2022
4:02:57PM
Final Check List

CITY OF TEMECULA
Page: 7
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
208064
2/3/2022
000537

SO CALIF EDISON
JAN 700116137841 VARIOUS
33,403.31

LOCATIONS
JAN 700276704365 VARIOUS LOCATION
482.29
JAN 700039423268 VARIOUS LOCATION
448.88
34,334.48
208065
2/3/2022
002503

SOUTH COAST AIR QUALITY,
GENERATOR DIESEL: TVE2
440.15
440.15

MANAGEMENT DISTRICT
208066
2/3/2022
000519

SOUTH COUNTY PEST
PEST CNTRL SRVCS: TESC POOL
118.00

CONTROL INC
PEST CTRL SVCS: STATION 95

80.00 198.00
208067
2/3/2022
012652

SOUTHERN CALIFORNIA,
FEB GEN USAGE: 0141,0839,0978,0979
739.38
739.38

TELEPHONE COMPANY
208069
2/3/2022
007762

STANDARD INSURANCE

BASIC LIFE INSURANCE PAYMENT
9,588.85
9,588.85

COMPANY
208070
2/3/2022
012723

STANDARD INSURANCE

VOLUNTARY SUPP LIFE INSURANCE
1,323.31
1,323.31

COMPANY

PAYMENT
208071
2/3/2022
003000

STATE WATER RESOURCE

STORM WATER
2,031.00

CONTROL, BOARD
PERMIT:NICOLAS-CALLE GIRASOL
STORM WATER PERMIT: SANTA GERTRL
2,031.00
4,062.00
208072
2/3/2022
008373

SUNBELT RENTALS INC
TOWER/POWER RENTALS: SPEC
10,391.85
EVENTS:TCSD
TOWER/POWER RENTALS: SPEC EVENT
3,461.24
TOWER/POWER RENTALS: SPEC EVENT
1,170.88
TOWER/POWER RENTALS: SPEC EVENT
-1,013.53
14,010.44
208073
2/3/2022
003941

TEMECULA WINNELSON
MISC PLUMBING SUPPLIES: MPSC

52.56 COMPANY
MISC PLUMBING SUPPLIES: MPSC

33.11 85.67
208074
2/3/2022
022811

THARALDSON HOSPITALITY,
REFUND: ENG DEPOSIT LD17-2052
27,000.00
27,000.00

DEVELOPMENT
208075
2/3/2022
022819

THOMASON, DONALD
REFUND: LIBRARY SMARTPAY

17.99 17.99
208076
2/3/2022
017415

TK ELEVATOR CORPORATION
JAN-MAR ELEVATOR MAINT SRVCS:
5,359.20
5,359.20

CITY FACS
208077
2/3/2022
000161

TYLER TECHNOLOGIES, INC
MUNIS MIGRATION: FINANCE
2,800.00
MUNIS MIGRATION SVCS: FINANCE
1,400.00
4,200.00
208078
2/3/2022
020963

UPTOWN TEMECULAAUTO
NOV VEHICLE DETAILING SVCS: BLDG

16.00 16.00

SPA LLC
& SFTY
208079
2/3/2022
014486

VERIZON WIRELESS
12/11-1/10 TASK FORCE TABLETS
466.33
466.33
POLICE
Page:?

apChkLst Final Check List Page: 8
02/03/2022 4:02:57PM CITY OF TEMECULA
Bank:
union UNION BANK
(Continued)
Check #
Date
Vendor
Description
208080
2/3/2022
022692

VERSA PRODUCTS INC
Ergo Equipment: Anissa Sharp
208081
2/3/2022
007987

WALMART
REC SUPPLIES: CRC: TCSD
208082
2/3/2022
001342

WAXIE SANITARY SUPPLY INC
CLEANING SUPPLIES: ADD'L

JANITORIAL SUPP
208083
2/3/2022
020670

WEBB MUNICIPAL FINANCE
SPECIAL TAXADMIN: TCSD SRVC
LLC
LEVELS
208084
2/3/2022
021148

WEX BANK
12/07-01/06 FUEL USAGE: POLICE
Amount Paid Check Total
461.61
461.61

1.85 1.85
309.83
309.83
11,216.76 11,216.76
2,227.21 2,227.21
Grand total for UNION BANK: 6,034,738.10
Page:8

apChkLst Final Check List Page: 9
02/03/2022 4:02:57PM CITY OF TEMECULA
96 checks in this report.

Grand Total All Checks: 6,034,738.10
Page9

Item No. 4

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works / City Engineer DATE: February 22, 2022
SUBJECT: Approve Increase to the Contingency for the Sam Hicks Monument Park Perimeter Fencing Project, PW20-12
PREPARED BY: Amer Attar, Engineering Manager
Stacy Fox, Maintenance Superintendent
RECOMMENDATION: That the City Council:

1. Approve an increase to the contingency for the Sam Hicks Monument Park Perimeter Fencing project in the amount of $7,934; and

2. Increase the City Manager's authority to approve construction contract change orders in the amount of $7,934.

BACKGROUND: On March 25, 2021, the City Manager, under the authority delegated by the City Council of the City of Temecula in Resolution 2020-83, awarded the construction contract to Lightning Fence Co., Inc., in the amount of $195,210 and change orders up to $19,521, which is 10% of the contract amount, for the Sam Hicks Monument Park Perimeter Fencing project, PW20-12.

The Sam Hicks Monument Park Perimeter Fencing project includes the administration, design and construction of decorative fencing surrounding the perimeter of Sam Hicks Monument Park. The decorative fence will be composed of a combination of High Density Polyethylene (HDPE) pipe split rail fence, wrought iron picket fence, concrete veneer pilaster columns and gates.

Staff is recommending that work be expanded to include additional wrought -iron fencing and a gate on the north side of the museum, as well as an increase to the height of the wrought -iron fence to complete this project. The cost of these additions exceeds the remaining contingency amount and necessitates an increase to the contingency in the amount of $7,934.

FISCAL IMPACT: The Sam Hicks Monument Park Perimeter Fencing project is included in the City's Capital Improvement Program (CIP) Fiscal Years 2022-26 and is funded with Measure S. Previous encumbrances included the contract amount of $195,210 and the 10% contingency amount of $19,521, for a total of $214,731. The additional requested contingency of $7,934 will bring the total encumbrance to $222,665. There are sufficient funds available in the project account to cover the contingency increase.

ATTACHMENTS: 1. Project Location

2. Project Description

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TCity of Temecula
Fiscal Years 2022-26
Capital Improvement Program
The Heart of Southern California
Wine Country
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Parks and Recreation Projects
Map Number
Description
1 Children's Museum Enhancement Project
2 Community Recreation Center Splash Pad & Shade Structures 3 Dog Park Renovation
4 Eagle Soar Splash Pad Control System Renovation
5 Ronald H. Roberts Temecula Public Library Enhancement & Renovation 6 Ronald Reagan Sports Park Channel Silt Removal
7 Ronald Reagan Sports Par stroom Expansion & Renovation 8 Sam Hicks Monument Park Perimeter Fencing

f
Adk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program

SAM HICKS MONUMENT PARK PERIMETER FENCING
Parks/Recreation Project
Project Description: This project includes the design, purchase and installation of perimeter fencing at the Sam Hicks Monument Park site.

Benefit: This project will enhance the appearance of the park site with ornamental perimeter fencing.

Core Value: Healthy and Livable City
Project Status: This project is to be complete in FY 2020-21.

Department: Public Works - Account No. 210.290.999.220 / PW20-12 Level: I
2021-22
Prior Years
2020-21 Adopted 2022-23 2023-24 2024-25 2025-26
Total Project
Project Cost:

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Administration
5,400
5,400
Construction
227,850
227,850
Design & Environmental
17,750
17,750
Total Expenditures
251,000
251,000
Source of Funds:

Measure S 251,000 251,000
Total Funding 251,000 - - 251,000
Future Operating & Maintenance Costs:

Total Operating Costs
163

Item No. 5

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Authorize the Purchase of a Vermeer Vacuum Extractor for the Public Works Street Maintenance Division
PREPARED BY: Stacey Biddle, Management Assistant
Julie Tarrant, Principal Management Analyst
RECOMMENDATION: That the City Council authorize the purchase of a Vermeer Vacuum Extractor for the Public Works Streets Maintenance Division, from RDO Equipment Company, a local authorized Vermeer Dealer, Vermeer LLC-Riverside, in the amount of $74,860.71, including freight and handling, and applicable sales tax and fees.

BACKGROUND: The Vermeer vacuum extractor is used by the Public Works Street Maintenance Division to clean debris from city maintained catch basins. This equipment will replace the current Vactron that was purchased in 2000 and is now obsolete. As a National Joint Powers Alliance (NJPA) member, the City will utilize a competively solicited cooperative contract through Sourcewell, Contract Award RFP#012418 with Vermeer Corporation. The Vermeer Corporation has met all the requirements necessary to provide sales and services, and offers competetive pricing for the purchase of this specialized maintenance equipment. The purchase of the vacuum extractor will be facilitating through the local authorized Vermeer Dealer, RDO Equipment Company.

FISCAL IMPACT: Adequate funds are available to purchase the Vermeer Vacuum Extractor as identified in the Fiscal Year 2021-22 Annual Operating Budget, Capital Outlay, Vehicles and Equipment Replacement Fund.

ATTACHMENTS: None

Item No. 6

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve the Cumulative Purchase of Materials, Equipment and Supplies to Exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022
PREPARED BY: Julie Tarrant, Principal Management Analyst RECOMMENDATION: That the City Council approve the purchase of materials, equipment and supplies to exceed $60,000 with McCain, Inc., for Fiscal Year 2021-2022.

BACKGROUND: Pursuant to Resolution No's. 2021-33 and 2021-32, the City Manager may authorize expenditures of funds in amounts up to sixty thousand dollars ($60,000), and any expenditure of funds in excess of $60,000 requires City Council action. Throughout each year, multiple City departments purchase various materials, equipment and supplies from the same vendors, therefore the cumulative purchases citywide from these vendors may exceed the threshold.

McCain, Inc., provides traffic equipment, including controllers, battery cabinets, signal heads, various mounting equipment, and support software necessary for the functionality of signalized intersections throughout the city. Staff hereby requests the City Council authorize the cumulative purchase of materials, equipment and supplies that exceed the $60,000 threshold for Fiscal Year 2021-2022 to an amount not to exceed $200,000.

FISCAL IMPACT: Adequate funds are available in the Fiscal Year 2021-2022 Annual Operating Budget (AOB) and Capital Improvement Program (CIP) Fiscal Years 2022-2026.

ATTACHMENTS: None

Item No. 7

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc. for the I-15 Congestion Relief Project, PW 19-02 PREPARED BY: Amer Attar, Engineering Manager
Avlin R. Odviar, Senior Civil Engineer
RECOMMENDATION: That the City Council approve the Second Amendment to the Agreement with Mark Thomas & Company, Inc., in the amount of $100,000, for additional contingency in support of the professional design and environmental services of the I-15 Congestion Relief Project, PW19-02 and increase the City Manager's authority to approve extra work authorizations by the same amount.

BACKGROUND: On September 10, 2019, the City Council approved the agreement for consultant services with Mark Thomas & Company, Inc. to provide professional design and environmental services for the I-15 Congestion Relief Project, PW19-02. The agreement, as amended, is for $1,001,568.00, plus $200,156.80 under the City Manager's authority.

Several extra work authorizations have been issued for services including additional geotechnical investigations and reporting, preparation and application for grant funding, design of additional retaining walls, additional environmental noise analysis and NEPA disqualification, additional water quality and traffic analyses, and development of the project paleontological mitigation plan.

This additional work has depleted 85% of the contingency, while additional costs have been incurred for extensive project management, project coordination, and plan checks which will exceed the contingency balance.

This Second Amendment adds $100,000 in contingency and allows for bringing additional services into the agreement through extra work authorizations. Approval of the Second Amendment results in an agreement amount of $1,001,568.00 and a contingency amount of $300,156.80, for a total encumbrance of $1,301,724.80.

FISCAL IMPACT: The I-15 Congestion Relief Project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal years 2022-26, and is funded by the General Fund, Caltrans State Highway Operation and Protection Program (SHOPP), and the Pechanga Tribe

through an executed Intergovernmental Agreement (IGA). There are sufficient project funds to cover the $100,000.00 associated with the Second Amendment.

ATTACHMENTS: 1. Amendment

2. Project Description

SECOND AMENDMENT TO AGREEMENT BETWEEN
CITY OF TEMECULA AND MARK THOMAS AND COMPANY, INC.

PW19-02 1-15 CONGESTION RELIEF
THIS SECOND AMENDMENT is made and entered into as of February 22, 2022 by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Mark Thomas and Company, Inc., a Corporation (hereinafter referred to as "Consultant'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

This Amendment is made with the respect to the following facts and purposes:
a. On September 10, 2019, the City and Consultant entered into that certain Agreement entitled "Agreement for Consultant Services Between City of Temecula and Mark Thomas and Company, Inc., PW19-02 1-15 Congestion Relief," in the amount of $1,001,568.00, plus contingency in the amount of $100,156.80.
b. On December 23, 2020, the City and Consultant entered into the First Amendment to the Agreement to increase the contingency in the amount of $100,000.00.

C. The parties now desire to increase the contingency in the amount of $100,000.00 and to amend the Agreement as set forth in this Amendment.

2. Section 6 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows:

The City agrees to pay Consultant monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The SECOND Amendment amount shall not exceed One Hundred Thousand Dollars and No Cents ($100,000.00) for Contingency for a total Agreement amount of One Million Three Hundred One Thousand Seven Hundred Twenty -Four Dollars and Eighty Cents ($ 1,301,724.80).

3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 08/09/2021

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF TEMECULA
By:

Matt Rahn, Mayor
ATTEST:

By:

Randi Johl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney
Mark Thomas and Company, Inc.
(Two Signatures of corporate officers required unless
corporate documents authorize only one person to sign
the agreement on behalf of the corporation.)
By: t?. " .

Matt Brogan, Secretary
By:

Rob Himes, Vice President

CONSULTANT
Mark Thomas and Company, Inc.

Bo Burick, Project Manager
16795 Von Karman Avenue, Suite 240
Irvine, CA 92606
949-677-7348
bburick markthomas.com
City Purchasing Mgr.

Initials and Date:
'L
08/09/2021

Alk
C70'
f
The Heart of Southern California
Wine Country
1-15 CONGESTION RELIEF
Circulation Project
Project Description: This project includes the design and construction of a single auxiliary lane, northbound Interstate 15 (1-15) connecting the Temecula Parkway on -ramp to the Rancho California Road off -ramp.

Benefit: This project provides an operational improvement to relieve congestion on northbound 1-15. It represents one of several operational improvements identified by the Move 1-15 Regional Task Force to address congestion on 1-15.

Core Value: Transportation Mobility and Connectivity
Project Status: Project is in the design and environmental clearance phase.

Department: Public Works - Account No. 210.265.999.609 / PW19-02 Level: I
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program
— THROUGH-
TE fE UL
VALLEY
Project Cost:

Prior Years
Actuals
2020-21
Adjusted
2021-22
Adopted 2022-23
Budget Projected
2023-24
Projected
2024-25 2025-26
Projected Projected
Total Project
Cost
Administration
70,087
79,398
90,542
150,000
29,958
419,985
Construction
6,100,000
6,100,000
Construction Engineering
560,000
560,000
Design & Environmental
413,114
789,126
100,000
1,302,240
Total Expenditures
483,201
868,524
190,542 -
6,810,000
29,958
8,382,225
Source of Funds:

General Fund
1,351,725
190,542 79,443
1,621,710
Reim bursement-Pechanga IGA
2,500,000
2,500,000
Reimbursements
100,000
100,000
SHOPP
1,250,000
1,250,000
Unspecified
2,880,557 29,958
2,910,515
Total Funding
1,351,725
- 2,690,542 - 4,310,000 29,958
8,382,225
Future Operating & Maintenance Costs:

Total Operating Costs
Notes :

1. SHOPP - State Highway Operation and Protection Program and Minor Program 74 Item No. 8

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Number 910-281-001 in Connection with I-I5/French Valley Parkway Improvements — Phase II, PW16-01 PREPARED BY: Amer Attar, Engineering Manager
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN PURCHASE AND

SALE AND SETTLEMENT AGREEMENT AND JOINT ESCROW

INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE
26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS
OF APN 910-281-001)

2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN 910-281-001.

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

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

BRE 26201 Ynez Owner, LLC, a Delaware limited liability company ("Owner"), is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910-281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi - tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910-271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Owner uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Owner's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel".

Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II:
(i) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001 and described on Exhibit "A -I" to the Agreement. 2 (ii) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001 and described on Exhibit "A-2 to the Agreement. (iii) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001 and described on Exhibit "A-3" to the Agreement.
(iv) Owner's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" to the Agreement. Owner's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement".

Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the approximate 177 square foot fee area, 822 square foot temporary construction easement, and two separate footing easements of 500 square foot and 10 square foot of BRE 26201 Ynez Owner, LLC (collectively "Subject Property Interests") at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value.

The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests.

The City and its consultant, Overland, Pacific & Cutler, hand -delivered a written offer dated October 11, 2021, to BRE 26201 Ynez Owner, LLC to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser.

The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel. As of December 14, 2021, the parties did not reached an agreement for the City's purchase of the Subject Property Interests. On December 14, 2021, the City Council of the City of Temecula held a hearing in accordance with the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.) and adopted Resolution No. 2021-68, A Resolution of the City Council of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the French Valley Parkway/I-15 Improvements — Phase II (Certain Property Interests on APNs 910-281-001 AND 910-271-002.

The parties resumed their negotiations after the City Council adopted Resolution No. 2021-68, and

have reached an agreement on the terms of the City's purchase of the Subject Property Interests.

The Purchase and Sale Agreement describes the details of the acquisition of the Subject Property Interests. It provides that the City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-70 within thirty (30) business days of the close of escrow.

The total Purchase Price the City will pay for the Subject Property Interests is the sum of $71,250 (Seventy -One Thousand Two Hundred Fifty Dollars) ("Purchase Price") for the fair market value of the Subject Property Interests described above, including use of the Temporary Construction Easement and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase I1, and severance damages resulting to the remainder parcel, if any.

The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase 11 project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase 11 project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests.

FISCAL IMPACT: The French Valley Parkway/ 1-15 Improvements — Phase 11 project is identified in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2022-26.

The project is funded with Measure S, TUMF (WRCOG), TUMF (CETAP/RCTC), SAFETEA- LU, STIP, and INFRA Grant. The City will pay $71,250 for the City's purchase of the partial fee acquisition, the temporary construction easement, and the two footing easements plus any escrow - related costs, which are not expected to exceed $15,000. Sufficient funds are available in the Project accounts.

ATTACHMENTS: 1. Resolution

2. Purchase and Sale Agreement with Exhibits
Exhibit "A- I" — Legal Description of 177 Square Foot Fee Area (Caltrans Parcel 25216-1, Portions of APN 910-281- 001)
Exhibit "A-2" — Legal Description of 500 Square Foot
Footing Easement (Caltrans Parcel 25216-2, Portions of
APN 910-281-001)
Exhibit "A-3" — Legal Description of 822 Square Foot

Temporary Construction Easement
(Caltrans Parcel 25216-3, Portions of APN 910-281-001)
Exhibit "A-4" — Legal Description of 3,127 Square Foot
Footing Easement (Caltrans Parcel 24616-2)
Dominant estate interest in 10 SF portion of Caltrans Parcel 24616-2 on APN 910-271-002
Exhibit "A-5" — Legal Description of 3,147 Square Foot
Temporary Construction Easement
(Caltrans Parcel 24616-3)
Dominant estate interest in 215 SF portion of Caltrans
Parcel 24616-3 on APN 910-271-002
Exhibit "B" — Rough Depiction of Caltrans Parcels 25216-1, 25216-2, and 25216-3 on APN 910-281-001
Exhibit "C" — Form of Grant Deeds
Exhibit "D" — Form of Easement Deeds
Exhibit "E" — Form of Temporary Construction Easement
Deeds

3. Property Description

4. Project Description

5. Project Location

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING THAT CERTAIN

PURCHASE AND SALE AND SETTLEMENT AGREEMENT

AND JOINT ESCROW INSTRUCTIONS BETWEEN CITY
OF TEMECULA AND BRE 26201 YNEZ OWNER IN
CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF
APN 910-281-001)

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

Section 1. Findings.

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

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

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

D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase 11. Murrieta agreed and acknowledged that the City could acquire property located in the City of Murrieta. The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19).

E. BRE 26201 Ynez Owner, LLC, a Delaware limited liability company ("Owner"), is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910-281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi -tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910- 271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Owner uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Owner's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel".

F. Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II:
(i) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001, and described on Exhibit "A- I" to the Agreement. (ii) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001, and described on Exhibit "A-2 to the Agreement.
(iii) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001, and described on Exhibit "A-3" to the Agreement.
(iv) Owner's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described N

on Exhibit "A-5" to the Agreement. Owner's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement".

G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 21, 2021 to the Owner of the Property to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The Parties negotiated the City's acquisition and use of the Subject Property Interests but had not reached an agreement regarding the terms of the purchase as of December 14, 2021.

H. Accordingly, based on the timing of Phase II and the status of negotiations, on December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-68, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I- 15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APN 910-281- 001 and Certain Interests in Dominant Estate Interest on APN 910-271-002) ("Resolution of Necessity") by at least four -fifths vote of all its members. On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case Number CVSW2200255 ("Complaint in Eminent Domain") to condemn the Subject Property Interests.

I. The Parties continued their negotiations after the adoption of the Resolution of Necessity and have reached an agreement, subject to ratification by the City Council, regarding the terms of the City's Purchase of the Subject Property Interests, any improvements thereon, impact to parking, and impact of the acquisition of the Subject Property Interests and Phase II on the remainder portions of the Larger Parcel. The City has not served the Complaint in Eminent Domain on Owner. The Parties agreed to enter into the Agreement as an all-inclusive settlement in consideration of the mutual promises and conditions set forth in this Agreement and to minimize the litigation expenses, costs relating to experts, and attorneys' fees in connection with the filed Eminent Domain Proceeding, subject to the terms and conditions set forth herein.

J. The total Purchase Price the City will pay for the Subject Property Interests is the sum of $71,250 ("Purchase Price") for the fair market value of the Subject Property Interests described above in Recital 1.F., including use of the Temporary Construction Easement and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase II, and severance damages resulting to the remainder parcel, if any.

K. Under the Agreement, the City agrees that it will dismiss the Complaint in Eminent Domain and that the City Staff will present to the City Council for adoption a Resolution rescinding Resolution No. 2021-69 within thirty days of the Effective Date of the Agreement. 3 L. At its meeting of February 23, 2010, the City Council approved the Mitigated Negative Declaration for the I-15/17rench Valley Parkway Improvements Project. The City Council found that based on the record before it (1) the Mitigated Negative Declaration was prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with CEQA.

Section 2. Approval of Purchase and Sale Agreement The City Council hereby approves the Purchase and Sale and Settlement Agreement and Joint Escrow Instructions between the City of Temecula and BRE 26201 Ynez Owner in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APN 910-281-001) in substantially the form attached, with such changes as the City Manager and Owner may mutually agree to that are approved by the City Attorney's Office.

Section 3. Environmental Analysis. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/17rench Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re- validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests.

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

Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. 4 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

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

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

PURCHASE AND SALE AND SETTLEMENT AGREEMENT AND JOINT

ESCROW INSTRUCTIONS BETWEEN CITY OF TEMECULA AND BRE
26201 YNEZ OWNER IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF
APN 910-281-001)
This Purchase and Sale and Settlement Agreement and Joint Escrow Instructions between the City of Temecula and BRE 26201 Ynez Owner in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APN 910-281-001) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("Buyer" or "City") and BRE 26201 Ynez Owner LLC, a Delaware limited liability company, and constitutes a settlement agreement and an agreement to purchase and sell certain real property interests between Seller and Buyer and the joint escrow instructions directed to First American Title Company ("Escrow Holder"). Seller and Buyer are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties ("Effective Date").

RECITALS
A. Seller is the record owner of that certain real property located at 26201 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 910- 281-001 ("Property"). The Property is approximately 320,131 square feet (7.35 acres) in size and is improved with a multi -tenant Class B industrial warehouse totaling approximately 100,938 square feet. The Property is encumbered by, and thus has a servient estate in, an approximate 21,754 square foot non-exclusive access and parking easement located along the northern boundary of the Property adjacent to the property located at 26155 Ynez Road, Temecula, identified as APN 910-271-002, which is owned by Ynez Acres II, a California general partnership (referred to as "Ynez Acres II Parcel"). The Property also benefits from, and thus has a dominant estate in, an approximate 18,033 square foot non-exclusive access and parking easement on the Ynez Acres II Parcel. Seller uses the approximate 18,033 square foot dominant estate for parking for the warehouse improvements on the Property. The Property and Seller's dominant estate interest in the non-exclusive access and parking easement on the Ynez Acres II Parcel are referred to collectively as the "Larger Parcel".

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

As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along 1-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I- 15/I-215 junction with connectors to I-15 and I-215.
-1-
11086-0207\2620464v 1. doc

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

D. City extended to Seller a written offer dated October 211 2021 pursuant to Government Code Section 7267.2 to purchase for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II the following real property interests described below:
(1) A fee interest in an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-1 located on the Property identified as APN 910-281-001, and described on Exhibit "A-1" (referred to below as "Subject Fee Property").
(2) A permanent footing easement on an approximate 500 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216-2 located on the Property identified as APN 910-281-001, and described on Exhibit "A-2" (referred to below as "Footing Easement").
(3) An approximate 822 square foot temporary construction easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 located on the Property identified as APN 910-281-001, and described on Exhibit "A-3" (referred to below as the "Temporary Construction Easement").
(4) Seller's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A-4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" attached hereto and incorporated herein by this reference.

Seller's interest in the approximate 10 square foot footing easement and in the approximate 215 square foot temporary construction easement that the City seeks to acquire on the Ynez Acres II Parcel is referred to below as "Dominant Estate Interest in Access and Parking Easement".

The Subject Fee Property, Footing Easement, Temporary Construction Easement, and Dominant Estate Interest in Access and Parking Easement are referred to below collectively as the "Subject Property Interests". There are no structures in the area of the Subject Fee Property, Footing Easement, or Temporary Construction Easements. Phase II, however, will impact certain site -2-
11086-0207\2620464v 1. doc

improvements located on the portions of the Subject Property Interests the City seeks to acquire including a masonry wall with stucco finish, three parking stalls, and a parking light with pole.

E. The Parties negotiated City's purchase in fee of the Subject Fee Property, Footing Easement, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the Temporary Construction Easement, and have reached an agreement regarding the terms of City's purchase of the Subject Fee Property, Footing Easement, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the Temporary Construction Easement, subject to ratification by the City Council but had not reached an agreement regarding the terms of the purchase as of December 14, 2021. During the negotiations, the City informed Seller that it is also negotiating the acquisition of certain property interests needed for Phase II with the adjacent owner, including the rights to use portions of the access and parking easement referenced above that both benefits and burdens portions of the Ynez Acres II Parcel and that the City's proposed use of the Footing Easements is compatible with the use of the Access and Parking Easement by Seller and the owner of the Ynez Acres II Parcel.

F. At its regular meeting on December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-68, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APN 910-281-001 and Certain Interests in Dominant Estate Interest on APN 910-271-002) ("Resolution of Necessity") by at least four - fifths vote of all its members. Resolution No. 2021-68 found and determined that the public interest and necessity require Phase II; that Phase II is planned and located in a manner that will be most compatible with the greatest public good and the least private injury; and that the Subject Property Interests described in the Exhibits to Resolution No. 2021-68 are necessary for Phase II.

Resolution No. 2021-68 found and determined that the public interest and necessity require that the City acquire the real property interests described in said Resolution of Necessity for a public use, namely for public street and state highway purposes, and all uses necessary or convenient thereto in connection with the proposed construction of Phase II. It also found that the City is authorized to acquire by eminent domain said real property interests for such uses by virtue of the authority conferred on the City by Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010, et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, 1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law. Resolution No. 2021-68 authorized and directed the City Attorney's Office to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire by eminent domain the real property interests described in Resolution No. 2021-68.

G. On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case Number CVSW2200255 ("Eminent Domain Proceeding") to condemn the Subject Property Interests. The Parties continued their negotiations after the adoption of the Resolution of Necessity and have reached an agreement, subject to ratification by the City Council, regarding the terms of the City's Purchase of the Subject Property Interests, any improvements thereon, impact to parking, and impact of the acquisition of the Subject Property -3-
11086-0207\2620464v 1. doc

Interests and Phase II on the remainder portions of the Larger Parcel. The City has not caused the Eminent Domain Proceeding to be served on any named defendant.

H. The Parties have agreed to enter into this Agreement as an all-inclusive settlement in consideration of the mutual promises and conditions set forth in this Agreement and to minimize the litigation expenses, costs relating to experts, and attorneys' fees in connection with the filed Eminent Domain Proceeding, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above Recitals and for other valuable consideration, the sufficiency of which is hereby acknowledged, City and Seller agree as follows.

1. Purchase and Sale. On the Close of Escrow, as defined in Section 2 below, Seller agrees to sell and City agrees to purchase the Subject Property Interests described below, subject to the terms and conditions set forth in this Agreement:
(1) A fee interest in the Subject Fee Property consisting of an approximate 177 square foot portion of the Larger Parcel identified as Caltrans Parcel 25216- 1 described on Exhibit "A-1" attached hereto and incorporated herein by this reference.
(2) An approximate 500 square foot permanent Footing Easement on the portion of the Larger Parcel identified as Caltrans Parcel 25216-2 and described on Exhibit "A-2" attached hereto and incorporated herein by this reference.
(3) An approximate 822 square foot Temporary Construction Easement with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II on the portion of the Larger Parcel identified as Caltrans Parcel 25216-3 and described in Exhibit "A-3" attached hereto and incorporated herein by this reference.
(4) Seller's Dominant Estate Interest in Access and Parking Easement, consisting of Seller's interest in and to (i) an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and (ii) an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel. Caltrans Parcel 24616-2 is described on Exhibit "A- 4" attached hereto and incorporated herein by this reference. Caltrans Parcel 24616-3 is described on Exhibit "A-5" attached hereto and incorporated herein by this reference.

Seller expressly consents to the City's acquisition of the approximate 10 square foot portion of the footing easement on the access and parking -4-
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easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and the City's acquisition and use of the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel.

The Subject Property Interests are roughly shown on Exhibit `B" hereto.

2. Opening and Close of Escrow. Within five (5) business days after the Effective Date, City will deliver a copy of the fully -executed Agreement to Escrow Holder. Opening of Escrow means the date on which Escrow Holder receives a copy of the fully -executed Agreement.

The Parties can execute the Agreement in counterparts as set forth in Section 21.d. below. This Agreement shall serve as the instructions to Escrow Holder for consummation of the transactions contemplated hereby. City and Seller agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. For the purposes of this Agreement, "Close of Escrow" shall be the date on which the Grant Deed for the Subject Fee Property, the Easement Deed for the Footing Easement, and the Temporary Construction Easement Deed for the Temporary Construction Easement in favor of City are recorded in the Official Records of the Riverside County Recorder's Office. Provided all of Seller's and City's obligations to be performed on or before Close of Escrow have been performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied, escrow shall close thirty (30) calendar days after the Opening of Escrow ("Closing Date"). All risk of loss or damage with respect to the Subject Fee Property and Footing Easement shall pass from Seller to City at the Close of Escrow.

Possession of the Subject Fee Property, Footing Easement, and the Temporary Construction Easement shall be delivered to Buyer upon the Close of Escrow.

3. Purchase Price. The total purchase price that City will pay to Seller for the Subject Property Interests is the sum of $71,250.00 (Seventy -One Thousand Two Hundred Fifty Dollars) ("Purchase Price") for the fair market value of the (i) Subject Fee Property, (ii) Footing Easement, (iii) use of the Temporary Construction Easement for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including compensation for City's acquisition of the 10 square foot portion of the footing easement included within Caltrans Parcel 24616-2 and to the City's acquisition and use of the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months included within Caltrans Parcel 24616-3, and any improvements thereon, including a masonry wall with stucco finish, temporary impact to parking spaces in said areas, impact to three parking stalls, one parking light eight foot pole, entrepreneurial profit for Seller's costs in replacing said items after the construction of Phase II, and severance damages resulting to the remainder parcel, if any. No attempt has been made to assign value to the lesser interest in the Subject Property Interests. Thus, the Purchase Price is the total price for the Subject Property Interests without distinction or separation for various interests that may be held in the Subject Property Interests. Seller is responsible for any apportionment or allocation of the Purchase Price if required for any separately -5-
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held interests that may exist in the Subject Property Interests. Seller, however, is not responsible for any apportionment of the Purchase Price for any portion of the Parking and Access Easement Areas that overlap the Property and the Ynez Acres II Parcel that Phase II may impact. Buyer is solely responsible for obtaining any necessary consents or rights needed from the owner of the the Ynez Acres II Parcel in connection with the rights sought by the City in and to the portions of the Access and Parking Easement impacted by Phase II. No portion of the Purchase Price is intended to be apportioned by Seller to Ynez Acres II for any interests in connection the Access and Parking Easement.

4. Title and Title Insurance.
a. Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a title commitment for the Subject Fee Property and Footing Easement. Escrow Holder will also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder will deliver these instruments and the title commitment to City and Seller. Escrow Holder will insure City's fee interest in the Subject Fee Property described in Exhibit "A-l" and the City's easement interest in the Footing Easement described in Exhibit "A-2" to this Agreement at the Close of Escrow by a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance (or an ALTA Extended Coverage Form of Title Policy ("Alta Extended Policy") if the City elects such coverage as provided below in Section 4.b.) in the amount of the Purchase Price ("Title Policy"), with liability in the full amount of the Purchase Price, insuring the City's fee title to the Subject Fee Property and the City's easement interest in the Footing Easement as vested in City, free and clear of all monetary liens and encumbrances and other matters affecting title to the Subject Fee Property and Footing Easement, except for the permitted title exceptions defined below and any permitted conditions of title that City approves in writing (collectively "Permitted Title Exceptions):
i. General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; ii. The applicable zoning, building, and development regulations of any municipality, county, state, or federal jurisdiction affecting the Larger Parcel; iii. Such other non -monetary exceptions listed in the Preliminary Title Report that City has approved within ten (10) business days after the date the City receives the title commitment and legible copies of instruments noted as exceptions therein. If City conditionally disapproves any exceptions, then Seller will use good faith efforts to seek to cause such exceptions to be removed by the Close of Escrow. In no event will Seller be required to file any legal action to seek to remove any exception conditionally disapproved by the City. If such conditionally disapproved non -monetary exceptions are not removed by the Close of Escrow, the City may, at the City's option, either accept the Subject Fee Property subject to such encumbrances or terminate the Escrow. In the event Escrow is terminated, within ten (10) business days of the written notice of termination to Escrow, Escrow will disburse the City any funds deposited into Escrow by City less any escrow cancellation charges.
iv. Any exceptions directly or indirectly caused by City or City's agents, employees or contractors.
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b. The City will have the option of obtaining an ALTA Extended Policy or a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance. If the City, in its sole discretion, determines to obtain an ALTA Extended Policy, the City will, at its expense, procure an ALTA survey. The City will also pay for the cost of any such ALTA Extended Policy.

C. Acts After Date of Agreement. During the period from the date of this Agreement through the Close of Escrow, Seller shall not encumber the Subject Property Interests, record or permit to be recorded any document or instrument relating to the Subject Property Interests, or physically alter the Subject Property Interests, or permit or cause said interests to be altered without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion.

5. Escrow.
a. Deposit of Funds in Escrow. City covenants and agrees to deposit with Escrow Holder the Purchase Price and any such escrow funds that are required within five (5) business days of receiving written notice from Escrow Holder regarding the confirmation of the completion of the conditions required herein for the Close of Escrow. b. Deposit of Documents in Escrow by Seller. Seller covenants and agrees to deposit with Escrow Holder the following documents within ten (10) business days of the Opening of Escrow:
i. Grant Deed. The Grant Deed for the conveyance of the Subject Fee Property described in Exhibit "A-l" in the form attached as Exhibit "C" hereto ("Grant Deed") duly executed and acknowledged by Seller. Exhibit "C" is attached hereto and incorporated herein by this reference.
ii. Easement Deed. The Easement Deed for the grant of the permanent Footing Easement described in Exhibit "A-2" in the form attached as Exhibit "D" hereto ("Easement Deed") duly executed and acknowledged by Seller. Exhibit "D" is attached hereto and incorporated herein by this reference.
iii. Temporary Construction Easement Deed. Temporary Construction Easement Deed in the form attached as Exhibit "E" hereto authorizing the City to use the Temporary Construction Easement described in Exhibit "A-3" for a term of twenty-eight (28) months. Exhibit "E" is attached hereto and incorporated herein by this reference. iv. California 593 Certificate. A California 593 certificate and federal non -foreign affidavit.

V. Other Documents. Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Seller to carry out this escrow.

C. Deposit of Documents in Escrow by City.
i. Certificate(s) of Acceptance. Executed Certificates of Acceptance in the form attached to the Grant Deed (attached hereto as Exhibit "C" ), Easement Deed (attached -7-
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hereto as Exhibit "D"), and attached to the Temporary Construction Easement Deed (attached hereto as Exhibit "E" ).
iii. Any other documents reasonably required by Escrow Holder to be deposited by Buyer to carry out this escrow.
d. Recordation of Grant Deed, Easement Deed, and Temporary Construction Easement Deed; Delivery of Funds and Possession. Upon receipt of the funds and instruments described in Section 5, Escrow Holder shall cause the Grant Deed, Easement Deed, and the Temporary Construction Easement Deed to be recorded in the Office of the County Recorder of Riverside County, California. Thereafter, Escrow Holder shall deliver the proceeds of this escrow (less appropriate charges as shown on a preliminary Settlement Statement executed by City and Seller) to Seller, and Seller shall deliver to City possession of the Subject Fee Property, Footing Easement, and the Temporary Construction Easement free and clear of all occupants. e. Prorations. Real property taxes for the Subject Fee Property shall not be prorated, but must be paid by Seller for the current tax period. Seller may apply for a refund of property taxes in the event any property taxes paid are allocable to the period after the Close of Escrow and City shall reasonably cooperate therewith. City, as a municipal corporation acquiring property for Phase II, is exempt from property taxes pursuant to Revenue and Taxation Code Section 11922, and other provisions of law. All property assessments shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations for such assessments shall be determined on the basis of a 365-day year. Escrow Holder is authorized to pay from the Purchase Price any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds recorded against the Subject Fee Property.
f. Costs of Escrow. City will pay for the cost of the Title Policy (or ALTA Extended Policy if City elects to obtain such extended coverage). City will also pay for escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone calls, etc. City will pay for recording the Grant Deed, Easement Deed, Temporary Construction Easement Deed, and any documentary or other local transfer taxes, if any, and for any recording costs (if any). City will also pay for the costs of an ALTA survey if it determines to obtain an ALTA Extended Policy.
g. Escrow Cancellation Charges. If escrow fails to close through no fault of either parry, City will pay all escrow and title cancellation charges. In the event that this escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges.

6. Conditions to the Close of Escrow. Escrow shall not close unless and until both Parties have deposited with Escrow Holder all sums and documents required to be deposited as provided in Section 5. Additionally, City's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for City's benefit and may be waived only by City:
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a. Seller shall have performed all obligations to be performed by Seller hereunder.
b. Title Company shall have issued or shall have committed to issue the Title Policy to City, for the amount of the Purchase Price, showing fee title to the Subject Fee Property and the City's easement interest in the Footing Easement to be vested in City subject only to the Permitted Title Exceptions. Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of any monetary liens encumbering the Subject Fee Property and Footing Easement, so that said Subject Fee Property and Footing Easement are free and clear of monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain final approval from Seller regarding the disbursement of the proceeds prior to disbursing any such proceeds to the holder(s) of the monetary liens encumbering the Subject Fee Property and Footing Easement.

C. If any of the conditions to Close of Escrow are not timely satisfied for a reason other than a default of City or Seller under this Agreement, and this Agreement is terminated, then upon termination of this Agreement, Escrow Holder will promptly return to City all funds (and all interest accrued thereon, if any) and documents deposited by City in escrow and return to Seller the documents deposited by Seller in escrow that are held by Escrow Holder on the date of the termination (less any escrow cancellation charges).

7. Permission to Enter/Due Diligence Testing. During the period commencing on the Effective Date ("commencement date") and ending at 5:00 p.m. fifteen (15) business days after said commencement date (referred to as the "Due Diligence Period"), City may inspect the Subject Property Interests as necessary for the purpose of making inspections and other examinations of the Subject Property Interests, including, but not limited to, the right to perform soil and geological tests of said Subject Property Interests, and an environmental site assessment thereof. City will give Seller written notice twenty-four (24) hours before going on the Subject Property Interests to conduct such due diligence testing. City's physical inspection of the Subject Property Interests shall be conducted during normal business hours. No invasive testing or boring shall be done by City without the prior written notification to Seller and obtaining Seller's written permission of the same, which permission shall not be unreasonably withheld. City does hereby indemnify and forever save Seller, Seller's heirs, successors and assigns free and harmless from and against any and all liability, loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising from or occurring out of any damage to the Subject Property Interests in connection with any accident or other occurrence at the Subject Property Interests in connection with City's due diligence testing and environmental site assessments involving entrance onto the Subject Property Interests pursuant to this Section. If City fails to acquire the Subject Property Interests due to City's default, this license/permission to enter will terminate upon the termination of City's right to purchase said Subject Property Interests. In such event, City will remove or cause to be removed any personal property, facilities, tools, and equipment from the Subject Property Interests left in the area comprising the Subject Property Interests in connection with the due diligence testing and restore said area to as close as possible to the condition of said area prior to City's due diligence testing.

8. Representation and Warranties of Seller. Seller hereby represents and warrants to City the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow:
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a. That to the best of Seller's knowledge on the Close of Escrow (i) the Subject Fee Property and Footing Easement will be free and clear of Hazardous Materials (defined in Section 14.a. below) or toxic substances and waste, including, but not limited to, asbestos; (ii) businesses, if any, on the Subject Fee Property and Footing Easement have disposed of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iii) Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Subject Fee Property, Footing Easement, or alleged violation of Environmental Laws (defined in Section 14.b. below), health or safety statutes, ordinance, or regulations. b. That Seller is the sole owner of the Subject Fee Property and Footing Easement free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Subject Fee Property or Footing Easement onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment. Seller will not further encumber the Subject Fee Property, Footing Easement, or allow the Subject Fee Property or Footing Easement to be further encumbered prior to the Close of Escrow.

C. Neither this Agreement nor anything provided to be done hereunder, including the transfer of the Subject Fee Property and Footing Easement to City, violates or will violate any contract, agreement, or instrument to which Seller is a parry, or which affects the Subject Fee Property, and the Seller's grant to City of the Subject Fee Property and Footing Easement pursuant to this Agreement does not require the consent of any party not a signatory hereto.
d. Except as disclosed in the title commitment referred to in Section 4.a, there are no claims or liens presently claimed or that will be claimed against the Subject Fee Property or Footing Easement by contractors, subcontractors, or suppliers, engineers, architects, surveyors or others that may have lien rights for work performed or commenced prior to the Effective Date.

Seller agrees to hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including reasonable attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Subject Fee Property and Footing Easement and arising from work performed or commenced prior to the Close of Escrow.
e. Except for any rights of the owners of the Ynez Acres II Parcel in any overlapping areas of the access and parking easements described in Recital A, including the approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and the approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel, there are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights, or interest of any nature in and to the Subject Property Interests, or any part thereof, and no persons have any right of possession to the Subject Property Interests, or any part thereof. Seller agrees to hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including attorneys' fees, arising from or relating to any claims by any person or entity claiming rights to possession of any portion of the Subject Property Interests.
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f. Seller has no knowledge of any pending, threatened or potential litigation, action or proceeding against Seller or any other parry before any court or administrative tribunal that involves the Subject Property Interests.

9. Representations and Warranties of City. City hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow:
a. City has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement.
b. City has the power and authority to execute and deliver this Agreement and carry out its obligations hereunder and consummate the transaction contemplated herein.

10. Total Consideration. City's payment to Seller of the Purchase Price set forth in this Agreement is an all-inclusive settlement and is the full and complete consideration and payment of just compensation for the fair market value of the Subject Fee Property described in Exhibit "A-1", the Footing Easement described in Exhibit "A-2", City's use of the Temporary Construction Easement described in Exhibit "A-3" for a term of twenty-eight (28) months to facilitate the construction of Phase II, Seller's dominant estate interest in and to the approximate 10 square foot portion of the footing easement on Caltrans Parcel 24616-2 described in Exhibit "A-4" and the 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on Caltrans Parcel 24616-3 described in Exhibit "A-5", any improvements located on the Subject Fee Property (including but not limited to a masonry wall with stucco finish, impact to three parking stalls, and one parking light eight foot pole), entrepreneurial profit for Seller's costs in replacing said impacted site improvements after the construction of Phase II, cost -to -cure damage, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the Property or within the 10 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 24616-2 described in Exhibit "A-4" and use of the 215 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 24616-3 described in Exhibit "A-5", any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Fee Property, Footing Easement, use of the Temporary Construction Easement, the City's acquisition of an approximate 10 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-2 and City's use of an approximate 215 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the Ynez Acres II Parcel included within the legal description of Caltrans Parcel 24616-3 that the City seeks to acquire on the Ynez Acres II Parcel described above, and Phase II for which City is acquiring the Subject Property Interests, and all costs and expenses whatever in connection therewith.

11. Business Goodwill and Relocation Assistance.
a. No Loss of Business Goodwill. Seller agrees and acknowledges that Seller will not suffer any loss of business goodwill under Code of Civil Procedure Section 1263.510 as -11-
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a result of City's acquisition of the Subject Property Interests for the construction of Phase II.

Phase II will not impact the structure or business on the Property. Under Code of Civil Procedure Section 1263.510, the owner of a business conducted on the property taken, or on the remainder if the property is part of a larger parcel, will be compensated for loss of goodwill if the owner proves that (i) the loss is caused by City's acquisition of the property or the injury to the remainder; (ii) the loss cannot reasonably be prevented by a relocation of the business or by taking steps and adopting procedures that a reasonably prudent person would take and adopt in preserving the goodwill; (iii) compensation for the loss will not be included in payments under Government Code Section 7262; and (iv) compensation for the loss will not be duplicated in the compensation otherwise awarded to the owner.
b. No Relocation Assistance. The Larger Parcel is approximately 320,131 square feet (7.35 acres) in size and is improved with an industrial warehouse totaling approximately 100,938 square feet. The City's acquisition of the Subject Property Interests for Phase II will not result in the displacement of any person or business. Accordingly, no relocation assistance and benefits pursuant to applicable federal or state relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations) are triggered as a result of the City's acquisition of the Subject Property Interests.

12. Releases.
a. This Agreement is a voluntary agreement and Seller on the Close of Escrow, on behalf of Seller, Seller's successors and assigns, fully releases City, its Councilmembers, officers, counsel, employees, representatives and agents, from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of City's efforts to acquire the Subject Property Interests, or any preliminary steps thereto. Seller further releases and agrees to hold City harmless from any and all claims and causes of action asserted by any party claiming to have rights to possession of any portion of the Subject Property Interests. b. Seller acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that Seller may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12, or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
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AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Seller's Initials:

BRE 26201 Ynez Owner LLC:

City's Initials:

Seller's waiver of rights and release of claims set forth above in Section 12.a. and Section

12.b. will not extend to and is not intended to extend to claims related to or alleged to arise out of negligence on the part of City, its agents or contractors, in connection with the physical construction of Phase II.

This Section 12 will survive the Close of Escrow.

13. City's Contingencies. For the benefit of City, the Close of Escrow and City's obligation to consummate the purchase of the Subject Property Interests is contingent upon and subject to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City can waive any or all such contingencies) on or before the Close of Escrow:
a. That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct;
b. The delivery to Escrow Holder of all documents pursuant to Section 5 of this Agreement;
C. Escrow Holder's commitment to issue, in favor of City, the Policy with liability equal to the Purchase Price showing City's fee interest in the Subject Fee Property and easement interest in the Footing Easement, subject only to the Permitted Title Exceptions; and d. City's approval prior to the Close of Escrow of any due diligence testing, environmental site assessment, soils or geological reports, or other physical inspections of the Subject Property Interests that City might perform prior to the Close of Escrow.

14. Certain Definitions.
a. The term "Hazardous Materials" will mean and include the following, including mixtures thereof. any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the -13-
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OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental Laws.
b. The term "Environmental Laws" will mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on or prior to the Effective Date relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C.

Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the Effective Date.

15. Evidence in Court Proceeding. The Parties agree that the total Purchase Price of $71,250.00 or any inference of per square foot value of the Subject Property Interests on said Purchase Price will not be admissible as evidence of the fair market value of the Subject Property Interests in any eminent domain or other proceeding or litigation concerning the Subject Property Interests, or any portion thereof.

16. Default. In the event of a breach or default under this Agreement by either City or Seller, the non -defaulting party will have, in addition to all rights available at law or equity, the right to terminate this Agreement and the Escrow for the purchase and sale of the Subject Property Interests, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if City is the non -defaulting party, City will thereupon promptly receive a refund of all of the deposits it deposited with Escrow Holder, if any, less City's share of any escrow cancellation charges. Such termination of the escrow by a non -defaulting party will be without prejudice to the non -defaulting parry's rights and remedies at law or equity.

17. Special Possession and Use Provisions. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Subject Property Interests by the City, including the right to remove and dispose of improvements, if any, in the area of Subject Property Interests, shall commence on the date on which the City deposits the Purchase Price in Escrow ("Effective Date of Possession"). The Effective Date of Possession will be deemed the commencement date for purposes of the TCE -14-
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Easement Deed and the termination date will be twenty-eight (28) months from said Effective Date of Possession.
a. Right to Withdrawal of Purchase Price. In consideration for Seller's irrevocable grant to City of possession and use of the Subject Property Interests as of the Effective Date, City will consent to Seller's withdrawal of the Purchase Price from Escrow. Seller will provide written notice to the City and Escrow Holder regarding its decision to withdraw the Purchase Price from Escrow and Escrow will provide to the Parties the date on which any portion of the Purchase Price is withdrawn.
b. If Escrow fails to close on the Closing Date or such other date as mutually agreed to by the Parties, the Parties agree and acknowledge that the City Council may proceed with the Eminent Domain Proceeding to acquire the Subject Property Interests or to clear any encumbrances in accordance with applicable law. In such case, the Effective Date of Possession set forth in this Escrow will be considered the Effective Date of Possession in the Eminent Domain Proceeding. The withdrawal of the Purchase Price from Escrow by Seller shall constitute Seller's waiver, by operation of law, of all claims and defenses in said Eminent Domain Proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The payment and withdrawal from Escrow of any portion of the Purchase Price shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in the Eminent Domain Proceeding filed by City to acquire the Subject Property Interests, or any portions thereof.

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

BUYER: City of Temecula
41000 Main Street
Temecula, California 92590
Attention: Aaron Adams, City Manager
COPY TO: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Peter M. Thorson, City Attorney
SELLER: BRE 26201 Ynez Owner LLC, a Delaware
limited liability company
233 S. Wacker Drive, Suite 4700
Chicago, Illinois 60606
-15-
11086-0207\2620464v 1. doc

ESCROW First American Title Insurance Company
HOLDER: One Ridgegate Drive Suite 225
Temecula, California 92590
Telephone No. 951.296.2948
Attention: Debbie Fritz, Escrow Officer
Electronic Mail: [email protected]

19. Broker Commissions. No brokers represented the Parties in connection with this transaction. Seller will be solely responsible for the payment of any and all broker's commissions or similar compensation due to any broker representing Seller, if any, and Seller will defend, indemnify and hold the City harmless from and against any and all claims for any broker's commissions or similar compensation that may be payable to any broker claiming it represented Seller in connection with this transaction. Each party will defend, indemnify and hold harmless the other party from and against all claims of any agent, broker, finder or other similar party based upon such party's own acts in connection with this transaction. The provisions of this Section 18 will survive the Close of Escrow.

20. Rescission of Resolution No. 2021-68 and Dismissal of Eminent Domain Proceeding. The City agrees that within thirty (30) business days of Close of Escrow, City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-68 and that the City will dismiss the Eminent Domain Proceeding.

21. Miscellaneous.
a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both City and Seller and deposited with Escrow Holder. b. Attorneys' Fees. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses.

C. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose.
d. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered.
e. Time of the Essence. Time is of the essence of this Agreement. -16-
11086-0207\2620464v 1. doc

f. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California.
g. Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. h. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. i. Authori . of Ci . Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Certificate of Acceptance, escrow documents, and any such documents or instruments that are necessary to effect the transfer of property interests contemplated herein.
j. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
k. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies.

1. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid.
in. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference.
-17-
11086-0207\2620464v 1. doc

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

Dated:

Dated:

SELLER
BRE 26201 Ynez Owner LLC, a
Delaware limited liability company
By: _
Title:

BUYER
City of Temecula, a municipal corporation
By:

Aaron Adams, City Manager
ATTEST:

By:

Randi Johl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney
-18-
11086-0207\2620464v 1. doc

Exhibit "A-1"
Legal Description of 177 Square Foot Fee Area
(Caltrans Parcel 25216-1, Portions of APN 910-281-001)
EXHIBIT "A"

LEGAL DESCRIPTION
That portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of Califomia, lying southwesterly of the following described LINE 'A"_
COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the Counter Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63'31'46'E 949.87 feet) of Parcel Map No. 36336 f led in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A'; thence departing said northwesterly line South 28°40'5T' East 318.23 feet to the southeasterly Iline of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03A East 454.52 feet to the southwesterly comer of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30°4746' East 345.54 feet to the POINT OF TERMINUS of said LINE W' in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'46' West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle paint of said northeasterly line as shown on Parcel Map No_ 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_
Containing 177 square feet, more or less.

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

This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway.

The bearings and distances used in the above description are based on the California Coordinate System of 19B3, Zone 6. Divide distances shown by 0.99991351 to obtain ground level distances.
08-Riv-15-PM 6.8 112
11086-0207\2620464v 1. doc

EXHIBIT " V

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

Professional Land Surveyorw
Date: September 14, 2021
08-Riv-15-PM 6.8
EM 12/31 /21
CAO
212
11086-0207\2620464v l . doc

Exhibit "A-2"
Legal Description of 500 Square Foot Footing Easement
(Caltrans Parcel 25216-2, Portions of APN 910-281-001)
EXHIBIT "A"

LEGAL DESCRIPTION
An easement for footing purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the fallowing described LINE "A":

COMMENCING at the northerly most comer of Parcel Map No. 27239 filed in Book 163 of Parcel Mlaps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the nattherly terminus of the southeasterly line of Parcel 17 (recordedthereon as M63031'46"E 849.87 feet)of Parcel Map No_ 36336filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder, thence along the northwesterly line of said Parcel Map No_ 27239 South 63031'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "AA; thence departing said northwesterly line South 28°40'57'° East 31 B-23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29"26'03'° East 223.13 feet; thence departing said right of way North 62°08'09"East 1DAD feet; thence South 29°26'03" East 231.00 feet; thence South 30"4746'° East 378.24 feet to the POINT OF TERMINUS of .said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47°44'45" West 479.92 feet in said deed, said terminus bears North 47°44'29' West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 500 square feet, more or less_
The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone 6_ Divide distances shown by 0.99991351 to obtain ground level distances.

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

Signature:

Professional Land surveyor
Date: September 14, 2021
08-Riv-15-PM 6.8
9f1
11086-0207\2620464v l . doc

Exhibit "A-3"
Legal Description of 822 Square Foot Temporary Construction Easement (Caltrans Parcel 25216-3, Portions of APN 910-281-001)
EXHIBIIT "fin

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the Oily of Temecula, County of Riverside, State of Calfomia. described as follows - COMMENCING at the southwesterly comerof Parcel 4 of Parcel Map No_ 27239filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 D04'12" Easy 20.28 feet; thence departing said southeasterly line South 29D26'03'° East 3.11 fleet; thence South 3DD47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 3004746" East

98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47°44'29" West 34.31 feet, thence departing said right of way North 30D4746" West 66.11 feet to said northwesterly line of PARCEL A; thence along said northwesterly line North 62020'56': East 10.02 feet to the POINT OF BEGINNING.

Containing 822 square feet, more or less.

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

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

Signature:

Professional Land Surveyor
Date: September 14, 2021
08-Riv-I&PM 6.8
III
11086-0207\2620464v 1. doc

Exhibit "A-4"
Legal Description of 3,127 Square Foot Footing Easement (Caltrans Parcel 24616-2) Dominant estate interest in 10 SF portion of Caltrans Parcel 24616-2 on APN 910-271-002 EXHIBIT "A"

LEGAL DESCRIPTION
An easement for footing purposes in and to that portion of land described in Grant Deed recorded December S, 1994 as Instrument No. 455103 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "A'
COMMENCING at the northerly most comer of Parcel Map No. 2_09 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said comer being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E B49.37 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31' 54" West 934.93 feet to the POINT OF BEGINNING of said' LINE "A�; thence departing said northwesterly line South 28'40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No_ 27239, thence along said southeasterly line South 63'31'57A West 23.52 feet to the easterly right of way of the freeway, thence along said right of way South 29"26'03° East 223.13 feet; thence departing said right of way North 62"08'09'East 10.00 feet; thence South 29°26'03A East 231.00 feet, thence South 30'47'46' East 376.24 feet to the POINT OF TERMINUS of said LINE "AA in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47'44'45' West 479.92 feet in said deed, said terminus bears North 4744'29A West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown an Parcel Map No. 19677 fled in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder_ Containing 3,127 square feet, more or less.

The bearings and distances used in the above description are based an the California Coordinate System of 1983. Zone 6_ divide distances shown by 0.99991351 to obtain ground level distances_
This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyo's Act.

Signature: A7'A h4q-�
Professional Land Surveyor
Date: September 14, 2021
08-Riv-16--PM 6.8
1!1
11086-0207\2620464v 1. doc

Exhibit "A-5"
Legal Description of 3,147 Square Foot Temporary Construction Easement (Caltrans Parcel 24616-3)
Dominant estate interest in 215 SF portion of Caltrans Parcel 24616-3 on APN 910-271-002 EXHIBIT "A'

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

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

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

Signature: fte4� A
Professional Land Surveyor
Date: September 14, 2021
08-Riv-15-PM 6.8
111
11086-0207\2620464v 1. doc

Exhibit `B"
Rough Depiction of Caltrans Parcels 25216-1, 25216-2, and 25216-3 on APN 910-281-001 (highlighted in Pink);and Dominant Estate Interest in Portions of Caltrans Parcels 24616-2 and 24616-3 on APN 910-271-002 (highlighted in Purple); Detail shown on Page B-2 —F i- �w
3 4 375 6 7 8 9 39G 9 2

72.46' RT "CD2"-----L---- - — — —� — — —-
1---
--
378+09.38 2D0"- N 28' 07' 1 9" Yi 299.94

84.21' RT "CD2" 153
EXIST R/W q1 -
g5 � _ _—�Y 24G16-3 TC _--o-- -
29 A3� T� I !p" TCE -..-- -
44 I 10" FODTIN N --#�

82.96' RT "CD2" PROP05-E0 EASEMENT
378+09.19 32'� R/H' N I' -
55,
C/L DRT ROAD N I 2
1538 SEE DETAIL B -� ACCESS AND PARKING ` N38'56'2

60.09' THIS SHEET I 4 EASRECEMENT
PER INSTR, I 32.94'
++N 79.Q0,39" r
w�i L r I DOC. NO. 181869 D.R. ab N+
I
A CITY -OF 7`]F,A'ilE-'L� ,
� 9• —
� fILT� ,� 15 1559 —
N I -Pl\1Ja
J APPROX. 15' WIDE CERT. "F)
`COMPL. NO. 2259 /f
SEWER EASEMENT PER (& WAIVER OF ! PARCEL MAP 01929) f/
INSTR. REC MAY 16, 1991 LLA NO. � 2785 �
AS DOC. NO. 163366 Q.R. INSTR. #27790 & 277311 I REC. 0112717969 O.R. OIRTROAO ao e INSTR. #187869 1 + REC. 511711990 Q.R.
o POR PAR 2 w �/
91 0-281 -001
y POR 'S PAR 2 & PAR 3 0.
910-271-002 w
I Irt' -
o �m UTILITY EASEMENT PER �2
,s o INSTR. REC. 51611988 AS "
DOC. NO. 121369 ❑. R. m
}724.86' S
rn m L�3T6.04,
w / 1544
❑=53" 15'08- � ~�
PARCEL#
TITLE
CODE

GRANTOR
AREAS Is uare feet or as noted)

REMARKS
TOTAL
REOUIRED [UF1
EXCESS [UF]

REMAINDER
25216-1
F
BRE 26201 YNE2 OWNER
320,131
177
319.954

PARTIAL TARE IN FEE
25216-2
E
BRE 26201 YNE2 OWNER
500

FOOTING EASEMENT
25216-3
TCE
BRE 26201 YNE2 OWNER
822

TEMPORARY CONSTRUCTION EASEWENT
24G16-1
F
YNE2 ACRES I[
203.501
2,240
201,261
�AFTI-L TAKE IN FEE
24616-2
E
YNE2 ACRES I[
3,127

FOOTING EASEMENT
2461E-3
TCE
YtU ACRES I[
3,147

TEMPORARY CONSTRUCTION EASEIENT
24617-1
F

YNEZ ACRES
3S7,027
B.142
3T9,88S

PARTIAL TAKE IN FEE
24617-2
E
YNE2 ACRES
7,.50,
i
i

FOOTING EASEMENT
24617-3
TCE
YNE2 ACRES

TEMPORARY CONSTRUCTION EASEMENT
24617-4
TCE
YNE2 ACRES

TEMPORARY CONSTRUCTIOH EASEMENT

Depiction of Detail in Caltrans Parcels 25216-1, 25216-2 and 25216-3 Caltrans Parcels 25216-1, 25216-2, and
25216-3 on APN 910-281-001
Detail of Caltrans Parcels 25216-1 (fee
interest), 25216-2 (footing easement) and
25216-3 (temporary construction easement
3 4 375 6 7 8

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

84.21' RT "02"-
377+75.38
EXIST R/W A19;
w A3N 95 Ti
/ 6 1
AZ9'
A
N Al° 82.96' RT "CD2'
378+09.19
// -.Z
55'
1538 SEE DETAIL 'B'
o gq'29 1 53

60.09' THIS SHEET'n�
=N iN 19° 00'39" W(R) L��
I�MN 3q 3 33.84'
n
)P °° CITY OF TEMECULA
:�N I PIvi
J I APPROX. 15' WIDE CERT. OF I
9 8, 3 8 —

SEWER EASEMENT PER (& WAIVER OF
I INSTR. REC MAY 16, 1991 LLA NO. I
\ 71 7.42'
�Z AS DOC. NO. 163366 O.R. INSTR. *27790 & 277911
o ii
— CE S 62 20 56 W
� INSTR, #181869I
'0o POR PAR 2
—
— — — —
1W
t' 910-281-001 I�
Detail of Caltrans Parcels 24616-2, and 24616-3 on APN 910-271-002 (BRE 26201 Ynez Owner LLC has dominant estate interest in 10 square foot portion of Caltrans Parcel 24616-2 and 215 square foot portion of Caltrans Parcel 24616-3 located on Ynez Acres II Parcel APN 910-271- 002)
---------------------------------------------
FOR EXISTING EASEMENT IN SEE PLAN VIEW AND DETAIL B1" FOR -THIS AREA SEE DETAIL "B1' EXISTING EASEMENT LOCATIONS Ln G 9�►j�/��+/EXIST R/W i
419g120 _N299.94' I 1540/
3y.�rTT4T rrr-7RT Tr"
AlAAZ153
A j1 r� 10.50' ° 73 45_5 4_--
3 2.13'
3�"�
` A. ° YI- - 312.57' 410.94' ." FOOTING

3.11 98.3N30 47'4
717.42• o o °6" W 10' TEMPORARY EASEMENT
S 62°20'56" W o o PROPOSED - CONSTRUCTION EASEMENT
- - - R/W - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -' i

Exhibit "C"
Form of Grant Deeds
11086-0207\2620464v 1. doc

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

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-281-001

GRANT DEED
(COORPORATION)
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, that real property in the City of Temecula, County of Riverside, State of California, described as follows:

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

Dated this day of , 20_
BRIE 26201 YNEZ Owner, LLC, a Delaware limited liability company M
NAME:

ITS:

BY:

NAME:

ITS
Number
08-Riv-15-PM 6.8

EXHIBIT "A"

LEGAL DESCRIPTION
That portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying southwesterly of the following described LINE "A":

COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63031'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28°40'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29°26'03" East 454.52 feet to the southwesterly corner of Parcel 4 of said Parcel Map No. 27239; thence departing said right of way South 30047'46" East 345.54 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 431.95 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 177 square feet, more or less.

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

This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway.

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

EXHIBIT "A"

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

Professional Land Surveyor
EXP. 12/31 /21
Date: September 14, 2021
�T9 No . 735�
TF OF CA1-�F�/
08-Riv-15-PM 6.8 2/2

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

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

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

CERTIFICATE OF ACCEPTANCE OF GRANT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-281-001)
This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

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

Exhibit "D"
Form of Easement Deeds
11086-0207\2620464v 1. doc

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

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-281-001

FOOTING EASEMENT
DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, an easement for Footing, upon, over and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

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

Number
Dated this day of 120
BRE 26201 Ynez Owner, LLC, a Delaware limited liability company BY:

NAME
ITS:

BY:

NAME:

ITS:
08-Riv-15-PM 6.8

EXHIBIT "A"

LEGAL DESCRIPTION
An easement for footing purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, lying northeasterly of the freeway and southwesterly of the following described LINE "A":

COMMENCING at the northerly most corner of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County, said corner being the northerly terminus of the southeasterly line of Parcel 17 (recorded thereon as N63°31'46"E 849.87 feet) of Parcel Map No. 36336 filed in Book 239 of Parcel Maps, pages 33 through 39, in said Office of the County Recorder; thence along the northwesterly line of said Parcel Map No. 27239 South 63°31'54" West 934.93 feet to the POINT OF BEGINNING of said LINE "A"; thence departing said northwesterly line South 28040'57" East 318.23 feet to the southeasterly line of Parcel 3 of said Parcel Map No. 27239; thence along said southeasterly line South 63°31'57" West 23.52 feet to the easterly right of way of the freeway; thence along said right of way South 29026'03" East 223.13 feet; thence departing said right of way North 62°08'09"East 10.00 feet; thence South 29°26'03" East 231.00 feet; thence South 30°47'46" East 378.24 feet to the POINT OF TERMINUS of said LINE "A" in the most northeasterly line of Parcel 1 of grant deed to the State of California recorded October 31, 1974 in Book 1974, Page 140387 in Official Records of Riverside County, said northeasterly line described as North 47044'45" West 479.92 feet in said deed, said terminus bears North 47°44'29" West 397.64 feet along said northeasterly line from the southeasterly angle point of said northeasterly line as shown on Parcel Map No. 19677 filed in Book 135 of Parcel Maps, pages 85 and 86, in said Office of the County Recorder.

Containing 500 square feet, more or less.

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

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

Signature
Professional Land Surveyor
Date: September 14, 2021
0�- ANDy
F�
� g
o
F� 3
EXP.
12/31 /21
�T9T No .

F ofi
7 3` N
cAOFo
08-Riv-15-PM 6.8 1/1

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

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

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

CERTIFICATE OF ACCEPTANCE OF FOOTING EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-281-001)
This is to certify that the attached Footing Easement Deed, which conveys an easement for footing to the City of Temecula upon, over, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Footing Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

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

Exhibit "E"
Form of Temporary Construction Easement Deed
11086-0207\2620464v 1. doc

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

This instrument is for the benefit of the City of Temecula, and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-281-001

TEMPORARY

CONSTRUCTION

EASEMENT DEED
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08 Riv
15 6.8
BRE 26201 Ynez Owner, LLC, a Delaware limited liability company, hereinafter called GRANTOR hereby grants to CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, a temporary easement for construction purposes in, on, upon, over, under and across that real property in the City of Temecula, County of Riverside, State of California, described as follows:

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

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

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

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

Dated this day of , 20_
BRE 26201 Ynez Owner, LLC, a Delaware limited liability company BY:

NAME:

ITS
BY:

NAME:

ITS:
08-Riv-15-PM 6.8

EXHIBIT "A"

LEGAL DESCRIPTION
A temporary easement for construction purposes in and to that portion of land described in PARCEL A in Grant Deed recorded September 27, 2018, Document No. 2018-0386765 in Official Records of Riverside County, situated in the City of Temecula, County of Riverside, State of California, described as follows:

COMMENCING at the southwesterly corner of Parcel 4 of Parcel Map No. 27239 filed in Book 183 of Parcel Maps, pages 79 and 80, in the Office of the County Recorder of said County; thence along the southeasterly line of said Parcel 4 North 51 °04'12" East, 20.28 feet; thence departing said southeasterly line South 29°26'03" East 3.11 feet; thence South 30°47'46" East, 312.57 feet to the northwesterly line of said PARCEL A and the POINT OF BEGINNING; then continuing South 30°47'46" East

98.38 feet to the easterly right of way of the freeway; thence along said right of way North 47°44'29" West 34.31 feet; thence departing said right of way North 30°47'46" West 66.11 feet to said northwesterly line of PARCEL A; thence along said northwesterly line North 62°20'56" East 10.02 feet to the POINT OF BEGINNING.

Containing 822 square feet, more or less.

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

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

LAN[ SCi
Signature: y o
Professional Land Surveyor `�' z
EXP. 12/31 /21
Date: September 14, 2021 � �q� No 735�
F OF- CA1 \Fo
08-Riv-15-PM 6.8 1/1

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

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

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

CERTIFICATE OF ACCEPTANCE OF TEMPORARY

CONSTRUCTION EASEMENT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number 910-281-001)
This is to certify that the attached Temporary Construction Easement Deed, which conveys a temporary easement for construction purposes to the City of Temecula in, on, upon, under and across that certain real property located in the City of Temecula, County of Riverside described more particularly in Exhibit "A" to said Temporary Construction Easement Deed, is hereby accepted under the authority of the City Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by its duly authorized officer.

Dated:

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

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

Aaron Adams, City Manager

BRE 26201YNEZ OWNER, LLC —
APNs 910-281-001 AND 910-271-002
INTERSTATE 1b
.tCCSS5 A45'J Dv+�
j FA.F5/7 YFR {/lAsFr_
R£E�. Sff il9 194 AS
I I
I I
9+4-2B1 -OE1 I I
1 fj
I I I
I 25� �
—1 oil a
-
I
✓ Fee —177 SF
✓ TC E — 822 SF
✓ Footing Easement — 5oo SF and io 5r

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match).
72 pF TF.q£C
G" French Valley Parkway/I-15 Improvements - Phase 11
Circulation Project Location
0 400 800 Feet
Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 Item No. 9

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 22, 2022
SUBJECT: Approve Purchase and Sale Agreement for Acquisition of Certain Property Interests on Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007, and 910-271-008 in Connection with 1-15/French Valley Parkway Improvements — Phase II, PW16-01
PREPARED BY: Amer Attar, Engineering Manager
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council take the following actions:

1. Adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THAT CERTAIN PURCHASE AND

SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

BETWEEN CITY OF TEMECULA, YNEZ ACRES, AND YNEZ
ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APN'S
910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271- 008)

2. Authorize the City Manager to approve and execute all necessary documents, including approval of the respective Agreement in substantially the form attached to the Agenda Report with such changes as the City Manager and owners may mutually agree to that are approved by the City Attorney's office, and take all necessary actions to effectuate the purchase of the approximate 2,240 square foot and 8,142 square foot fee area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot on the real property located on the west side of Ynez Road in the City of Temecula, California, and identified as APN's 910-271-002, 910-271-005, 910- 271-006, 910-271-007, and 910-271-008.

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

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

Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Owner") is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910- 271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910-271-008.

Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 (`BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto (`BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel" Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase IL• (i) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617-1. Caltrans Parcel a

24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" to the Agreement. Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" to the Agreement. The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties".

A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" to the Agreement. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" to the Agreement. The permanent footing easements described in Caltrans Parcel 24616- 2 and Caltrans Parcel 24617-2 are referred to below collectively as the "Footing Easements".

Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II: (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" to the Agreement.

Caltrans Parcel 24617-3 is located on APN 910-271-006 and is described on Exhibit "C-6" to the Agreement. Caltrans Parcel 24617-4 is located on APN 910- 271-005 and is described on Exhibit "C-7" to the Agreement. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs".
(iv) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty- eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" to the Agreement. Caltrans Parcel 25216-3 is described on Exhibit "C-9" to the Agreement. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement" 3 Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the approximate 2,240 square foot and 8,142 square foot area, 3,147 square foot, 4,615 square foot, and 600 square foot temporary construction easements, and two separate footing easements of 2,240 square foot and 2,304 square foot (collectively "Subject Property Interests") at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests.

The City and its consultant, Overland, Pacific & Cutler, hand -delivered a written offer dated October 8, 2021, to Ynez Acres and Ynez Acres II to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser.

The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel. The City and the property owners have reached an agreement on the terms of the City's purchase of the Subject Property Interests. The Purchase and Sale Agreement describes the details of the acquisition of the Subject Property Interests. It provides that the City Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-70 within thirty (30) business days of the close of escrow.

Under the Agreement, the total Purchase Price the City will pay for the Subject Property Interests is the sum off $520,00 (Five Hundred Twenty Thousand Dollars) ("Purchase Price") for the (i) Subject Fee Properties, (ii) Footing Easements, (iii) use of the three TCEs for a term of twenty- eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" to the Agreement, and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C-9" to the Agreement, any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith.

The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the Mitigated Negative Declaration approved for the I-15/French Valley Parkway Improvements Project. The findings made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re -validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Phase II project, including, but not limited to, the re -validation of the Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report related to the approval of the Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Phase II project and that the City has obtained no new information of substantial importance that would require further environmental 4 analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests.

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

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

ATTACHMENTS: 1. Resolution

2. Purchase and Sale Agreement with Exhibits
Exhibit "A" — Legal Description of Property
Exhibit `B" — BRE 26021 Easement Area
Exhibit "C-l" — Legal Description of 2,240 Square Foot
Area (Caltrans Parcel 24616-1, Portions of APN 910-271- 002)
Exhibit "C-2" — Legal Description of 8,142 Square Foot
Area (Caltrans Parcel 24617-1, Portions of APN 910-271- 005)
Exhibit "C-3" — Legal Description of 3,127 Square Foot
Footing Easement (Caltrans Parcel 24616-2, Portions of
APN 910-271-002)
Exhibit "C-4" — Legal Description of 2,304 Square Foot
Footing Easement (Caltrans Parcel 24617-2, Portions of
APN 910-271-006)
Exhibit "C-5" — Legal Description of 3,147 Square Foot
Temporary Construction Easement (Caltrans Parcel 24616- 3, Portions of APN 910-271-002)
Exhibit "C-6" — Legal Description of 4,615 Square Foot
Temporary Construction Easement (Caltrans Parcel 24617- 3, Portions of APN 910-271-006)
Exhibit "C-7" — Legal Description of 600 Square Foot
Temporary Construction Easement (Caltrans Parcel 24617- 4, Portions of APN 910-271-005)
Exhibit "C-8" — Legal Description of 500 Square Foot
Footing Easement (Caltrans Parcel 25216-2) Dominant
estate interest in 1 SF portion of Caltrans Parcel 25216-2 on APN 910-281-001
Exhibit "C-9" — Legal Description of 822 Square Foot
Temporary Construction Easement (Caltrans Parcel 25216- 3); Dominant estate interest in 152 SF portion of Caltrans Parcel 25216-3 on APN 910-281-001
5 Exhibit "D" — Rough Depiction of Caltrans Parcels 24616- 1 (see page B-2), 24616-2, and 24616-3 on APN 910-271-
002; Caltrans Parcels 24617-1, 24617-2, 24617-3, and
24617-4 (see Page B-3) on APNs 910-271-005 and 910-271- 006
Exhibit "E" — Form of Grant Deeds
Exhibit "F" — Form Easement Deeds
Exhibit "G" — Form of Temporary Construction Easement
Deeds

3. Property Description

4. Project Description

5. Project Location

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING THAT CERTAIN

PURCHASE AND SALE AGREEMENT AND JOINT

ESCROW INSTRUCTIONS BETWEEN CITY OF

TEMECULA, YNEZ ACRES, AND YNEZ ACRES II IN
CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF
APN'S 910-271-002, 910-271-005, 910-271-006, 910-271-007, AND 910-271-008)

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

Section 1. Findings.

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

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

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

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

just compensation to the owner or into the court for the benefit of the owner. (California Constitution, Article 1, Section 19).

E. Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Owner") is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910-271-008. Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 (`BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto (`BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel" F. Phase II requires the acquisition of the following real property interests from the Larger Parcel (referred to below collectively as the "Subject Property Interests") for public use, namely public street and highway purposes, retaining wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II:
(i) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617-

1. Caltrans Parcel 24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" to the Agreement. Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" to the Agreement. The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties".
(ii) A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" to the Agreement. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" to the Agreement. The permanent footing easements described in Caltrans Parcel 24616-2 and Caltrans Parcel 24617- 2 are referred to below collectively as the "Footing Easements".

(iii) Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase II: (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" to the Agreement.

Caltrans Parcel 24617-3 is located on APN 910-271-006 and is described on Exhibit "C-6" to the Agreement. Caltrans Parcel 24617-4 is located on APN 910-271-005 and is described on Exhibit 11C-7" to the Agreement. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs". (iv) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" to the Agreement. Caltrans Parcel 25216-3 is described on Exhibit "C-9" to the Agreement. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement".

G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City Council set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests. The City and its consultant, Overland, Pacific & Cutler, extended a written offer dated October 8, 2021 to the Owner of the Property to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser. The Parties negotiated the City's acquisition and use of the Subject Property Interests and have reached an Agreement, subject to ratification by the City Council.

H. Under the Agreement, the total Purchase Price the City will pay for the Subject Property Interests is the sum off $520,00 ("Purchase Price") for the (i) Subject Fee Properties, (ii) 3 Footing Easements, (iii) use of the three TCEs for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" to the Agreement, and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C- 9" to the Agreement, any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith..

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

Section 2. Approval of Purchase and Sale Agreement The City Council hereby approves the Purchase and Sale Agreement and Joint Escrow Instructions between the City of Temecula, Ynez Acres, and Ynez Acres II in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APNs 910-271-002, 910-271-005, 910-271-006, 910-271- 007 & 910-271-008) in substantially the form attached, with such changes as the City Manager and Owner may mutually agree to that are approved by the City Attorney's Office.

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

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

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

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

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

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

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS BETWEEN CITY OF TEMECULA, YNEZ ACRES, AND
YNEZ ACRES II IN CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY IMPROVEMENTS — PHASE II (PORTIONS OF APNs 910-271- 002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008) This Purchase and Sale Agreement and Joint Escrow Instructions between the City of Temecula, Ynez Acres, and Ynez Acres II in Connection with I-15/French Valley Parkway Improvements — Phase II (Portions of APNs 910-271-002, 910-271-005, 910-271-006, 910-271- 007 & 910-271-008) ("Agreement") is entered into by and between the City of Temecula, a municipal corporation ("Buyer" or "City"), on the one hand, and Ynez Acres, a general partnership and Ynez Acres II, a California general partnership (collectively "Seller"), on the other hand, and constitutes an agreement to purchase and sell certain real property interests between Seller and Buyer and the joint escrow instructions directed to First American Title Company ("Escrow Holder"). Seller and Buyer are referred to below collectively as the "Parties". The Agreement is effective on the date it is fully executed by the Parties as reflected on the signature pages of this Agreement ("Effective Date").

RECITALS
A. Seller is the record owner of that certain vacant real property located at 26155 Ynez Road, in Temecula, California, and identified as Riverside County Tax Assessor's Parcel Numbers 910-271-002, 910-271-005, 910-271-006, 910-271-007 & 910-271-008 and more fully described on Exhibit "A" hereto (collectively "Property"). The Property is a vacant parcel that is approximately 692,282 square feet (15.893 acres) in size. Ynez Acres, a general partnership owns the portion of the Property identified as APNs 910-271-005, 910-271-006, 910-271-007, and 910- 271-008. Ynez Acres II, a California general partnership owns the portion of the Property identified as APN 910-271-002. The Property is encumbered by, and thus has a servient estate in, an approximate 18,033 square foot non-exclusive access and parking easement located along the southern boundary of the Property adjacent to the property located at 26201 Ynez Road, Temecula, identified as APN 910-281-001 ("BRE 26201 Property"), which is owned by BRE 26201 Ynez Owner, LLC. The Property also benefits from, and thus has a dominant estate in, an approximate 21,754 square foot non-exclusive access and parking easement on the BRE 26201 Property as shown on Exhibit B hereto ("BRE 26021 Easement Area"). The Property and BRE 26201 Easement Area are referred to collectively as the "Larger Parcel".

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

As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system along 1-15 from the Winchester Road/1-15 interchange northerly on -ramps to just north of the I- 15/I-215 junction with connectors to I-15 and I-215.

SJD\ 30150-0002\ 768962.2 2/10/2022 Page I 1
2623063v1

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

D. City extended to Seller a written offer dated October 8, 2021 pursuant to Government Code Section 7267.2 to purchase for public use, namely public street and highway purposes, retention wall construction, drainage, public utilities, and all uses necessary or convenient thereto in connection with the City's proposed construction of Phase II the following real property interests described below:
(1) A fee interest in an approximate 2,240 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-1 and in an approximate 8,142 square foot portion of the Larger Parcel identified as Caltrans Parcel 24617-

1. Caltrans Parcel 24616-1 is located on APN 910-271-002 and is described on Exhibit "C-1" attached hereto and incorporated herein by this reference.

Caltrans Parcel 24617-1 is located on APN 910-271-005 and is described on Exhibit "C-2" attached hereto and incorporated herein by this reference.

The partial fee areas the City seeks to acquire described in Caltrans Parcel 24616-1 and in Caltrans Parcel 24617-1 are referred to below collectively as "Subject Fee Properties". The Subject Fee Properties are governed by the applicable "Grant Deeds" as defined below.
(2) A permanent footing easement on an approximate 3,127 square foot portion of the Larger Parcel identified as Caltrans Parcel 24616-2 and an approximate 2,304 square foot permanent footing easement on the portion of the Larger Parcel identified as Caltrans Parcel 24617-2. Caltrans Parcel 24616-2 is located on APN 910-271-002 and is described on Exhibit "C-3" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-2 is located on APN 910-271-006 and is described on Exhibit "C-4" attached hereto and incorporated herein by this reference. The permanent footing easements described in Caltrans Parcel 24616-2 and Caltrans Parcel 24617-2 are referred to below collectively as the "Footing Easements" which shall be created and governed by applicable "Easement Deeds" as defined below.
(3) Three temporary construction easements with a term of twenty-eight (28) months to help facilitate the City's construction of Phase IL• (i) An approximate 3,147 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24616-3; (ii) An approximate 4,615 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-3; and (iii) An approximate 600 square foot temporary construction easement with a term of twenty-eight (28) months on the portion of the Larger Parcel identified as Caltrans Parcel 24617-4. Caltrans Parcel 24616-3 is located on APN 910-271-002 and is described on Exhibit "C-5" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-3 is located on SJD\ 30150-0002\ 768962.2 2/10/2022 Page 12
2623063v1

APN 910-271-006 and is described on Exhibit "C-6" attached hereto and incorporated herein by this reference. Caltrans Parcel 24617-4 is located on APN 910-271-005 and is described on Exhibit "C-7" attached hereto and incorporated herein by this reference. The three temporary construction easements with a term of twenty-eight (28) months described in Caltrans Parcel 24616-3, Caltrans Parcel 24617-3, and Caltrans Parcel 24617-4 are referred to below collectively as the "TCEs" and shall be created and governed by the applicable Easement Deeds.
(4) Seller's interest in and to (i) an approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate interest) located on the portion of the BRE 26201 Property included within the legal description of Caltrans Parcel 25216-2 that benefits the Property and (ii) an approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area that benefits the Property. Caltrans Parcel 25216-2 is described on Exhibit "C-8" attached hereto and incorporated herein by this reference. Caltrans Parcel 25216-3 is described on Exhibit "C-9" attached hereto and incorporated herein by this reference. Seller's interest in the approximate 1 square foot footing easement and in the approximate 152 square foot temporary construction easement that the City seeks to acquire on the BRE 26201 Easement Area is referred to below as "Dominant Estate Interest in Access and Parking Easement" and shall be created and governed by the applicable Easement Deeds.

The Subject Fee Properties, Footing Easements, TCEs, and Dominant Estate Interest in Access and Parking Easement are referred to below collectively as the "Subject Property Interests". There are no structures in the area of the Subject Fee Properties, Footing Easements, or TCEs.

E. The Parties negotiated City's purchase in fee of the Subject Fee Properties, Footing Easements, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the TCEs, and have reached an agreement regarding the terms of City's purchase of the Subject Fee Properties, Footing Easements, Seller's Dominant Estate Interest in Access and Parking Easement and the City's use of the TCEs, subject to ratification by the City Council. The City has also informed Seller that it is negotiating the acquisition of certain property interests needed for Phase II with the adjacent owner, including the rights to use portions of the access and parking easement referenced above that burden the BRE 26201 Property and that the City's proposed use of the Footing Easements is compatible with the use of the Access and Parking Easement by Seller and the owner of the BRE 26201 Property.

F. The Parties acknowledge that it is City's position that (i) City is authorized to acquire real property by eminent domain for a public use, including public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities, pursuant to the authority conferred upon the City SJD\ 30150-0002\ 768962.2 2/10/2022 Page 13
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of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law); (ii) Phase II is a public use for which City has the authority to exercise the power of eminent domain.; (iii) pursuant to Section 41 of the Cooperative Agreement, City, as the implementing Agency, is responsible for hearing any resolutions of necessity for Phase II; (iv) the City Council of the City of Temecula, as City's governing body, has sole discretion to make the findings required by Code of Civil Procedure Section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure Section 1245.220); (v) if Seller and City had not reached agreement for the City's purchase of the Subject Property Interests, City Staff would have recommended that the City Council consider the adoption of a resolution of necessity authorizing the initiation of eminent domain proceedings to acquire the Subject Property Interests in accordance with the Eminent Domain Law; (vi) the City Council, however, has the exclusive discretion to adopt a resolution of necessity; (vii) the adoption of any such resolution of necessity would require City's compliance with applicable law, including Government Code Section 7260 et seq. and the Eminent Domain Law. This Agreement is not a commitment or announcement of intent to acquire any other real property interests that City may need for Phase II. Seller is solely responsible for consulting its tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Seller's sale to the City of the Subject Property Interests in connection with the Phase II. City makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction. City and Seller agree that this agreement is entered into under threat of condemnation.

G. City intends to transfer its interest in the Subject Fee Properties and the Footing Easements to Caltrans after it completes the construction of Phase II.

H. Seller desires to sell to City the Subject Property Interests and City desires to purchase from Seller the Subject Property Interests, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above Recitals and for other valuable consideration, the sufficiency of which is hereby acknowledged, City and Seller agree as follows.

1. Purchase and Sale. On the Close of Escrow, as defined in Section 2 below, Seller agrees to sell and City agrees to purchase the Subject Property Interests described below, subject to the terms and conditions set forth in this Agreement:
(1) A fee interest in the Subject Fee Properties.
(2) The permanent Footing Easements.
(3) The Temporary Construction Easements.
(4) Seller's Dominant Estate Interest in Access and Parking Easement. Seller expressly consents to the City's acquisition of the approximate 1 square foot portion of the footing easement on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-2 and the City's acquisition SJD\ 30150-0002\ 768962.2 2/10/2022 Page 14
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and use of the approximate 152 square foot portion of the temporary construction easement with a term of twenty-eight (28) months on the access and parking easement (dominant estate) portion of the BRE 26201 Easement Area included within the legal description of Caltrans Parcel 25216-3 that the City seeks to acquire on the BRE 26201 Easement Area.

The Subject Property Interests are roughly shown on Exhibit "D" hereto.

2. Opening and Close of Escrow. Within five (5) business days after the Effective Date, City will deliver a copy of the fully -executed Agreement to Escrow Holder for the opening of an escrow ("Escrow"). As used in this Agreement, "Opening of Escrow" means the date on which Escrow Holder receives a copy of the fully -executed Agreement. The Parties can execute the Agreement in counterparts as set forth in Section 20.d. below. This Agreement shall serve as the instructions to Escrow Holder for consummation of the transactions contemplated hereby. City and Seller agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. For the purposes of this Agreement, "Close of Escrow" shall be the date on which the Grant Deeds for the Subject Fee Properties and Easement Deeds for the Footing Easements, and TCEs ("Easements") in favor of City are recorded in the Official Records of the Riverside County Recorder's Office. Provided all of Seller's and City's obligations to be performed on or before Close of Escrow have been performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied, Escrow shall close on the date which is thirty (30) calendar days after the Opening of Escrow ("Closing Date"). All risk of loss or damage with respect to the Subject Fee Properties and Easements shall pass from Seller to City at the Close of Escrow. Possession of the Subject Fee Properties be delivered to Buyer upon the Close of Escrow and at the Close of Escrow Buyer shall be able to exercise all of its rights regarding the Easements under the Easement Deeds.

3. Purchase Price. The total purchase price that City will pay to Seller for the Subject Property Interests is the sum of $520,000.00 (Five Hundred Twenty Thousand Dollars) ("Purchase Price") for the (i) Subject Fee Properties, (ii) Footing Easements, (iii) use of the three TCEs for a term of twenty-eight (28) months and (iv) Seller's Dominant Estate Interest in Access and Parking Easement, including compensation for City's acquisition of the 1 square foot portion of the footing easement included within Caltrans Parcel 25216-2 and to the City's acquisition and use of the approximate 152 square foot portion of the temporary construction easement with a terms of twenty-eight (28) months included within Caltrans Parcel 25216-3, and any impact to the parking spaces, if any, located within Seller's Dominant Estate Interest in Access and Parking Easement.

No attempt has been made to assign value to the lesser interest in the Subject Property Interests.

Thus, the Purchase Price is the total price for the Subject Property Interests without distinction or separation for various interests that may be held in the Subject Property Interests. Seller is responsible for any apportionment or allocation of the Purchase Price if required for any separately held interests that may exist in the Subject Property Interests. Buyer is solely responsible for obtaining any necessary consents or rights needed from the owner of the BRE 26201 Property in connection with the rights sought by the City in and to the portions of the Access and Parking Easement impacted by Phase II. Portions of the areas of the Property over which Buyer is to SJD\ 30150-0002\ 768962.2 2/10/2022 Page 15
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acquire easements hereunder ("Third Parry Easement Areas") may be subject to existing easements in favor of third parties. Seller makes no representation or warranty that Buyer's proposed use of the Third Party Easement Areas is consistent with or permitted by such third party easements.

Buyer is solely responsible for obtaining any necessary consents from such third parties to permit Buyer's use of the Third Party Easement Areas. No portion of the Purchase Price is intended to be apportioned by Seller to BRE 26201 Ynez Owner, LLC for any interests in connection the Access and Parking Easement.

4. Title and Title Insurance.
a. Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a Preliminary Title Report for the Subject Fee Properties and Footing Easements ("Report"). Escrow Holder will deliver the Report to City and Seller as soon as it is available.

Escrow Holder will insure City's fee interest in the Subject Fee Properties and the City's easement interest in the Footing Easements at the Close of Escrow by a CLTA or ALTA Owners Standard Coverage Policy of Title Insurance in the amount of the Purchase Price ("Title Policy") (subject to the City's right to request an ALTA Extended Coverage Form of Title Policy as provided below in Section 4.b.), insuring the City's fee title to the Subject Fee Properties and the City's easement interest in the Footing Easements as vested in City, subject only to the following (collectively "Permitted Title Exceptions"):
i. General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; ii. The applicable zoning, building, and development regulations of any municipality, county, state, or federal jurisdiction affecting the Larger Parcel; iii. All Exceptions (other than those listed in i and ii above) listed in the Report. However, the City shall be entitled to disapprove Exceptions (other than those listed in i and ii above) ("Disapproved Exceptions") by delivery to Seller of written notice listing the Disapproved Exceptions within ten (10) days after the date the City receives the Report. City's failure to deliver written disapproval shall be deemed City's approval of all Exceptions in the Report. If City delivers written notice with Disapproved Exceptions, as provided above, Seller shall, by delivery of written notice to City within five (5) days after receipt of City's notice of Disapproved Exceptions be entitled to elect, in its sole discretion, to remove any or all of the Disapproved Exceptions from title on or before the Close of Escrow. If Seller fails to deliver such notice to City, Seller shall be deemed to have elected not to remove any Disapproved Exceptions.

If Seller fails to deliver written notice responding to City's notice of Disapproved Exceptions or if Seller does so respond but does not elect to remove all Disapproved Exceptions then City's sole remedies, to be exercised by written notice delivered to Seller within five (5) days after the earlier to occur of receipt of Seller's response to the City's Disapproved Exception notice or the expiration of the Seller response period above, shall be to (1) terminate this Agreement and the parties shall thereafter have no liability or responsibility to each other under this Agreement (other than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement), or (2) waive the Disapproved Exceptions that Seller has elected or deemed to have elected not to remove and such Disapproved Exceptions shall be Permitted Title Exceptions.

Buyer's failure to provide such election notice to Seller shall be deemed an election under (1) SJD\ 30150-0002\ 768962.2 2/10/2022 Page 16
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above. If, in accordance with the foregoing terms, Seller elects to remove any Disapproved Exception, it shall do so by the Close of Escrow, and if Seller fails to do so, the City's sole remedies shall be those specified in items (1) and (2) above. In the event Escrow is terminated, within ten (10) business days of the written notice of termination to Escrow, Escrow will disburse to the City any funds deposited into Escrow by City less any escrow cancellation charges. If necessary, the Closing Date shall be extended to the date which is three (3) business days after the process described in this Section 4(a)(iii) has been completed
iv. Any exceptions directly or indirectly caused by City or City's agents, employees or contractors.

V. Items and exceptions created by or with the consent of Buyer, including, without limitation, any documents or instruments to be recorded pursuant to this Agreement and any other matters authorized by this Agreement. vi. Items, exceptions or conditions that could reasonably be discovered by a physical inspection and/or survey of the Subject Property Interests. b. City will have the option of obtaining an ALTA Owner's Extended Policy; however, City's ability to obtain an ALTA Owner's Extended Coverage Policy shall not be a condition to City's obligation to close Escrow nor shall it delay the Close of Escrow. Seller makes no representation or warranty to City regarding the availability of title insurance for City's interest in the Footing Easements or other easement acquired by City hereunder. It shall not be a condition to Close of Escrow that such easement interests be insured in the Title Policy. In any event, City shall look solely to the Title Policy with respect to defects of title, if any, with respect to the Subject Property Interests and Seller shall have no liability, and City shall have no recourse against Seller, in connection therewith whatsoever.

C. Acts After Effective Date. During the period from the Effective Date through the Close of Escrow, Seller shall not encumber the Subject Property Interests, record or permit to be recorded any document or instrument relating to the Subject Property Interests, or physically alter the Subject Property Interests or permit or cause said interests to be altered without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion. However, if after the Effective Buyer obtains actual knowledge of or the Title Company discloses to Buyer in writing any exception to title of the Subject Property Interests (other than any exception shown on a survey prepared by Buyer) which: (i) does not constitute a Permitted Title Exception and (ii) will have a material adverse effect on Buyer's ability to own, use and/or develop the Subject Property Interests ("New Exception"), then the following shall apply. If the New Exception was created by Seller or arose as a result of the voluntary action or consent of Seller, Seller shall remove the New Exception, at its cost, on or before the Close of Escrow. If the New Exception was not created by Seller and did not arise as a result of the voluntary action or consent of Seller, then except as otherwise provided below, Buyer's sole remedy shall be to elect, by providing Seller and Escrow Holder with written notice of such election ("New Exception Notice"), to (1) complete the purchase of the Subject Property Interests in accordance with this Agreement subject to such New Exception, or (2) terminate this Agreement and cancel Escrow (subject to Seller's right to remove such New Exception provided below) in which case the Parties shall have no further obligations to each other under this Agreement (other SJD\ 30150-0002\ 768962.2 2/10/2022 Page 17
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than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement). Buyer shall provide Seller and Escrow Holder with the New Exception Notice no later than five (5) days after Buyer's discovery of the New Exception, and the Closing Date shall be extended as necessary to accommodate such time frame and Seller's response time frame as provided below. Buyer's failure to so provide a New Exception Notice (regardless of Seller's knowledge of the New Exception) shall be deemed Buyer's election to proceed under (1) above. Notwithstanding the foregoing, upon receipt of a New Exception Notice, Seller may, within five (5) days after receipt of the New Exception Notice, elect, in its sole discretion, by written notice to Buyer ("Seller Election Notice") to remove, at its sole cost and expense, such New Exception from title to the Real Property prior to the Close of Escrow, in which case this Agreement shall not terminate. Seller's failure to provide a Seller Election Notice shall be deemed an election by Seller not to remove the New Exception. If Seller elects or is deemed to have elected not to remove a New Exception, Buyer shall have three (3) days after the date on which Seller gave or should have given the Seller Notice to elect, by delivery of written notice to Seller and Escrow Holder ("Final Notice"), to waive removal of the New Exception, in which case the New Exception shall be a Permitted Exception, or terminate this Agreement in accordance with (2) above in this Section. If Buyer fails to give the Final Notice, this Agreement shall terminate as provided in (2) above in this Section.

5. Escrow.
a. Deposit of Funds in Escrow. City covenants and agrees to deposit with Escrow Holder the Purchase Price on or before the business day immediately prior to the Closing Date.
b. Deposit of Documents in Escrow by Seller. Seller covenants and agrees to deposit with Escrow Holder executed and acknowledged copies of the following documents on or before the business day immediately before the Closing Date:
i. Grant Deeds. One (1) copy of each of the Grant Deeds for the conveyance of the Subject Fee Properties in the forms attached collectively as Exhibit "E" hereto ("Grant Deeds") duly executed and acknowledged by Seller. Exhibit "E" is attached hereto and incorporated herein by this reference.
ii. Easement Deeds. One (1) copy of each of the Easement Deeds for the grant of the permanent Footing Easements in the forms attached collectively as Exhibit "F" hereto and the Temporary Construction Easement in the form attached collectively as Exhibit "G" hereto authorizing the City to use the TCEs for a term of twenty-eight (28) months (individually an "Easement Deed" and collectively the "Easement Deeds"). Exhibit "F" and Exhibit "G" are attached hereto and incorporated herein by this reference. iii. California 593 Certificate. A California 593 certificate and federal non -foreign affidavit.
iv. Other Documents. Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Seller to carry out this escrow.

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C. Deposit of Documents in Escrow by City. City covenants and agrees to deposit with Escrow Holder executed and acknowledged copies of the following documents on or before the business day immediately before the Closing Date:
i. Certificate(s) of Acceptance. Executed Certificates of Acceptance in the form attached to the Grant Deeds (attached hereto as Exhibit "C"), Easement Deeds (attached hereto as Exhibit "D" ), and attached to the Temporary Construction Easement Deeds (attached collectively hereto as Exhibit "E").
ii. Any other documents reasonably required by Escrow Holder to be deposited by Buyer to carry out this escrow.
d. Recordation of Grant Deeds, Easement Deeds, and Temporary Construction Easement Deeds; Delivery of Funds and Possession. Upon receipt of the funds and instruments described in Section 5, Escrow Holder shall cause the Grant Deeds and Easement Deeds to be recorded in the Office of the County Recorder of Riverside County, California. Thereafter, Escrow Holder shall deliver the proceeds of this Escrow (less appropriate charges as shown on a preliminary Settlement Statement executed by City and Seller) to Seller. e. Prorations. Real property taxes for the Subject Fee Properties shall not be prorated, but must be paid by Seller for the current tax period. Seller may apply for a refund of property taxes in the event any property taxes paid are allocable to the period after the Close of Escrow and City shall reasonably cooperate therewith. City, as a municipal corporation acquiring property for Phase II, is exempt from property taxes pursuant to Revenue and Taxation Code Section 11922, and other provisions of law. All property assessments shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations for such assessments shall be determined on the basis of a 365-day year. Escrow Holder is authorized to pay from the Purchase Price any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds recorded against the Subject Fee Property.
f. Costs of Escrow. City will pay for the cost of the Title Policy (or Owner's ALTA Extended Policy if City elects to obtain such extended coverage). City will also pay for Escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone calls, etc. City will pay for recording the Grant Deed and Easement Deeds, and any documentary or other local transfer taxes, if any, and for any recording costs (if any). City will also pay for the costs of an ALTA survey if it determines to obtain an ALTA Owner's Extended Coverage Policy.
g. Escrow Cancellation Charges. If Escrow fails to close through no fault of either party, City will pay all Escrow and title cancellation charges. In the event that this Escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all Escrow and title cancellation charges.

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6. Conditions to the Close of Escrow.
a. City Conditions. City's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for City's benefit and may be waived only by City:
i. Seller shall have performed all obligations to be performed by Seller hereunder.
ii. Title Company shall have issued or shall have committed to issue the Title Policy to City, showing fee title to the Subject Fee Properties and the City's easement interest in the Footing Easements to be vested in City subject only to the Permitted Title Exceptions. Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of deeds of trust, mechanics or judgement liens (not created by the City) encumbering the Subject Fee Properties and Footing Easements, so that said Subject Fee Properties and Footing Easements are free and clear of any such monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain final approval from Seller regarding the disbursement of the proceeds prior to disbursing any such proceeds to the holder(s) of the monetary liens encumbering the Subject Fee Properties and Footing Easements. iii. That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct in all material respects; iv. Escrow Holder's commitment to issue, in favor of City, the Title Policy with liability equal to the Purchase Price showing City's fee interest in the Subject Fee Property and easement interest in the Footing Easements, subject only to the Permitted Title Exceptions; and
If any of the City's conditions to Close of Escrow are not timely satisfied for a reason other than a default of City under this Agreement, City's sole remedies shall be (i) to terminate this Agreement in which case Escrow Holder will promptly return to City all funds (and all interest accrued thereon, if any) and documents deposited by City in escrow and return to Seller the documents deposited by City in Escrow that are held by Escrow Holder on the date of the termination (less any escrow cancellation charges) and the Parties shall have no further obligation to each other under this Agreement (other than their respective indemnity obligations and any other obligations which expressly survive termination of this Agreement) or (ii) waive such unsatisfied condition and close Escrow. If City fails to make such election in writing within three (3) days after the Closing Date, City shall be deemed to have elected to terminate this Agreement. If any of City's conditions are not satisfied due to a default of City, City's sole remedies shall be those remedies, if any, available under Section 13 below.
b. Seller Conditions. Seller's obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for Seller's benefit and may be waived only by Seller:
i. City shall have performed all obligations to be performed by City hereunder;
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ii. That as of the Close of Escrow the representations and warranties of City contained in this Agreement are all true and correct in all material respects; and iii. City shall have approved pursuant to Temecula Municipal Code Section 15.15.100.A a waiver of the requirement for any parcel map or other subdivision map with respect to the remainder of the Property not to be conveyed to Buyer hereunder such that such remainder shall be legally transferable without further approval under the Subdivision Map Act.

7. Permission to Enter/Due Diligence Testing. During the period commencing on the Effective Date ("commencement date") and ending at 5:00 p.m. fifteen (15) business days after the Effective Date (referred to as the "Due Diligence Period"), City may inspect the Subject Property Interests (all references in this Section 7 exclude the BRE 26201 Property) as necessary for the purpose of making inspections and other examinations of the Subject Property Interests, including without limitation environmental and geological studies. City will give Seller written notice twenty-four (24) hours before going on the Subject Property Interests to conduct such due diligence testing. City's physical inspection of the Subject Property Interests shall be conducted during normal business hours. No invasive testing or boring shall be done by City without the prior written notification to Seller and obtaining Seller's written permission of the same, which may be granted or withheld in Seller's sole and absolute discretion. City does hereby release, indemnify and forever save Seller, Seller's heirs, successors and assigns free and harmless from and against any and all liability, loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising from or occurring out of any damage to the Subject Property Interests and/or BRE 262021 Property and/or damage to personal property and/or injury to persons in connection with any accident or other occurrence at the Subject Property Interests and/or BRE 262021 Property in connection with City's due diligence testing and environmental site assessments involving entrance onto the Subject Property Interests pursuant to this Section. If this Agreement terminates, the City will remove or cause to be removed any personal property, facilities, tools, and equipment from the Subject Property Interests left in the area comprising the Subject Property Interests in connection with the due diligence testing and restore said area to as close as possible to the condition of said area prior to City's due diligence testing. If prior to expiration of the Due Diligence Period, Buyer, in its sole and absolute discretion, for any reason or no reason, elects not to purchase the Subject Property Interests, Buyer may terminate this Agreement with the exception of the City's indemnity obligations under this Section and cancel Escrow by delivering written notice ("Disapproval Notice") to Seller and the Escrow Holder prior to 5:00 p.m. on the last day of the Due Diligence Period, in which case all funds deposited into Escrow by the Buyer shall be promptly returned to Buyer. Upon such termination by Buyer, Buyer shall pay all Escrow and title fees and cancellation charges. If Buyer elects to go forward with the purchase of the Subject Property Interests, then prior to 5:00 p.m. on the last day of the Due Diligence Period, Buyer shall deliver written notice ("Approval Notice") of such election to Seller and Escrow Holder, in which case this Agreement shall remain in full force and effect subject to its terms and conditions. If Buyer does not so deliver a Disapproval Notice or an Approval Notice prior to 5:00 p.m. on the last day of the Due Diligence Period , Buyer shall be deemed to have delivered a Disapproval Notice and the above provisions regarding Buyer's delivery of a Disapproval Notice shall apply.

8. Representation and Warranties of Seller. Seller hereby represents and warrants to City the following:

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a. To Seller's knowledge (i) the Subject Fee Properties and Footing Easements will be free and clear of Hazardous Materials (defined in Section 14.a. below) and (ii) Seller has no written notice of any pending or threatened action or proceeding arising out of the condition of the Subject Fee Properties, Footing Easements, or alleged violation of Environmental Laws (defined in Section 14.b. below).
b. That Seller is the sole owner of the Subject Fee Properties and Footing Easements. Seller will not further encumber the Subject Fee Properties, Footing Easements, or voluntarily allow the Subject Fee Properties or Footing Easements to be further encumbered prior to the Close of Escrow.

C. Neither this Agreement nor anything provided to be done hereunder, including the transfer of the Subject Fee Properties and Footing Easements to City, violates or will violate any contract, agreement, or instrument to which Seller is a party, or which affects the Subject Fee Property, and the Seller's grant to City of the Subject Fee Properties and Footing Easements pursuant to this Agreement does not require the consent of any party not a signatory hereto.
d. Except as reflected in the Report, there are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights, or interest of any nature in and to the Subject Fee Properties and Footing Easements , or any part thereof, and no persons have any right of possession to the Subject Fee Properties and Footing Easements , or any part thereof. Seller's representation in this Section does not extend to any portions of the BRE 26201 Property or the Third Party Easement Areas.
e. Seller has not received written notice of any pending, threatened or potential litigation, action or proceeding against Seller or any other party before any court or administrative tribunal that would preclude Seller from satisfying its obligations under this Agreement.

As used in Section 8 the term "Seller's knowledge" or words of similar import shall mean the actual knowledge of Paula Dougherty without duty of inquiry or investigation. If, prior to the Close of Escrow, (i) City has knowledge that any representation or warranty of Seller is, for any reason, untrue or incomplete in any respect and (ii) such untruth or inaccuracy would, in City's reasonable discretion, have a material and adverse effect on Buyer's ability to own, use, maintain, operate and develop the Subject Fee Properties and Footing Easements ("Inaccurate Matter"), City's shall give Seller written notice of same and Seller shall have thirty (30) days from the date of receipt of such notice (and the Closing Date shall be extended to permit the running of such thirty (30) day period) ("Seller Cure Period") to correct any fact or circumstance that makes such Inaccurate Matter materially untrue or inaccurate. If for any reason Seller, in its sole discretion, fails or elects not to make such correction within the Seller Cure Period, then City's sole remedies, exercisable by written notice to Seller within three (3) days after the expiration of the Seller Cure Period, shall be (1) to terminate this Agreement (with the exception of City's indemnity obligations and other obligations which expressly survive termination of this Agreement) or (2) waive the Inaccurate Matter and continue this Agreement in full force and effect with no change in terms and, notwithstanding any other provision of this Agreement to the contrary, Buyer shall be deemed to have released all claims against Seller with respect to such Inaccurate Matter.

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Seller's representations and warranties under this Section 8 shall survive the Close of Escrow for ninety (90) days. If Buyer does not file and serve legal action against Seller with respect to any representation(s) and warranty(ies) within such ninety (90) days period, the provisions of this Section 8 shall terminate and be of no further force or effect as to such representation(s) and warranty(ies).

9. Representations and Warranties of City. City hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow:
a. City has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement.
b. City has the power and authority to execute and deliver this Agreement and carry out its obligations hereunder and consummate the transaction contemplated herein.

10. Total Consideration. City's payment to Seller of the Purchase Price set forth in this Agreement is an all-inclusive settlement and is the full and complete consideration and payment of just compensation for the Subject Property Interests, severance damages, inverse condemnation, precondemnation damages, attorneys' fees, interest, appraisal costs, loss of rents, lost profits, impact to any parking spaces located within the 1 square foot portion of the footing easement City seeks to acquire on Caltrans Parcel 25216-2 described in Exhibit "C-8" and use of the 152 square foot portion of the temporary construction easement City seeks to acquire on Caltrans Parcel 25216-3 described in Exhibit "C-9", any other damages of every kind and nature suffered by Seller by reason of City's acquisition of the Subject Property Interests, and all costs and expenses whatever in connection therewith.

11. Business Goodwill and Relocation Assistance.
a. No Loss of Business Goodwill. Seller agrees and acknowledges that Seller will not suffer any loss of business goodwill under Code of Civil Procedure Section 1263.510 as a result of City's acquisition of the Subject Property Interests for the construction of Phase II. The Property is a vacant parcel and no business operates on the Property. Under Code of Civil Procedure Section 1263.510, the owner of a business conducted on the property taken, or on the remainder if the property is part of a larger parcel, will be compensated for loss of goodwill if the owner proves that (i) the loss is caused by City's acquisition of the property or the injury to the remainder; (ii) the loss cannot reasonably be prevented by a relocation of the business or by taking steps and adopting procedures that a reasonably prudent person would take and adopt in preserving the goodwill; (iii) compensation for the loss will not be included in payments under Government Code Section 7262; and (iv) compensation for the loss will not be duplicated in the compensation otherwise awarded to the owner.
b. No Relocation Assistance. The Property is approximately 692,282 square feet (15.893 acres) in size. The Property does not have any buildings or structures on it. The City's acquisition of the Subject Property Interests will not result in the displacement of any person or business. Accordingly, no relocation assistance and benefits pursuant to applicable federal or SJD\ 30150-0002\ 768962.2 2/10/2022 Page 113
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state relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations) are triggered as a result of the City's acquisition of the Subject Property Interests.

12. Releases.
a. By Seller. This Agreement is a voluntary agreement and Seller on the Close of Escrow, on behalf of Seller, Seller's successors and assigns, fully releases City, its Councilmembers, officers, counsel, employees, representatives and agents, from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of City's efforts to acquire the Subject Property Interests, or any preliminary steps thereto. Seller acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that Seller may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12.a., or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Seller's Initials:

Ynez Acres, a general partnership:

Ynez Acres II, a California general partnership:

City's Initials:

Seller's waiver of rights and release of claims set forth above in Section 12.a. will not extend to and is not intended to extend to claims related to or alleged to arise out of the Easement Deeds, City's indemnity obligations under this Agreement and/or the negligence on the part of City, its agents or contractors, in connection with the physical construction of Phase II. b. By City. This Agreement is a voluntary agreement and City, on the Close of Escrow, on behalf of City, City's successors and assigns, fully releases Seller, its principals and their respective members, representatives and agents, from all claims and causes of action of any SJD\ 30150-0002\ 768962.2 2/10/2022 Page 114
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kind and whenever arising relating to the Subject Property Interests. City acknowledges that it may have sustained damage, loss, costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses that may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, City hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights that City may have under California Civil Code Section 1542 as it relates to the releases set forth in this Section 12.b., or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Seller's Initials:

Ynez Acres, a general partnership:

Ynez Acres II, a California general partnership:

City's Initials:

City's waiver of rights and release of claims set forth above in Section 12.b. will not extend to and is not intended to extend to claims related to the Easement Deeds and/or any breach of a Seller representation or warranty that City discovers is materially inaccurate after the Close of Escrow subject to the limitations of this Agreement.

C. AS -IS Sale. Except for Seller's representations and warranties set forth in Section 8, in entering into this Agreement (a) Buyer is relying, and will rely, solely upon its own inspection, investigation and analyses of the Property and all aspects thereof and is not relying in any way upon any representations or warranties of Seller or information or material furnished by or at the request of Seller, whether oral or written, express or implied, of any nature whatsoever, (b) Buyer will acquire the Property, if at all, "AS IS," in its condition existing at the Close of Escrow, and without representation, warranty or assurance by Seller as to any matter and (c) no patent or latent condition affecting the Property in any way, whether or not known or discoverable or hereafter discovered, shall affect Buyer's obligations contained in this Agreement, or shall give rise to any cause of action, whether for damages, rescission or otherwise, against Seller, its principals and/or any related parties. Without limiting the generality of the foregoing, Buyer waives the effect of any and all implied warranties in the Grant Deed and the Easement Deeds, statutory or otherwise, all of which are hereby disclaimed by Seller. Buyer shall indemnify, defend and hold Seller harmless from any loss, claim or damage (including without limitation reasonable attorneys' fees and costs of legal proceedings), arising out of any claim asserted by Buyer or any successor of Buyer based on any such implied warranties.

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d. Nonrecourse Parties. "Nonrecourse Parties" means, collectively, any direct or indirect affiliate, partner, shareholder, member, manager, officer, director, trustee, agent or employee of Seller or any of the foregoing named entities. Nonrecourse Parties shall not be liable in any manner or to any extent under or in connection with this Agreement or the Property, and neither Buyer nor any successor, assignee, partners, officer, director or employee of Buyer shall have any recourse to any assets of a Nonrecourse Party other than such party's interest (if any) in Seller to satisfy any liability, judgment or claim that may be obtained or made against any such Nonrecourse Party under this Agreement or in enforcement of any claims arising hereunder or related to this Agreement or the Subject Property Interests, and waives any claim against each of the Nonrecourse Parties, irrespective of the compliance or noncompliance now or in the future with any requirements relating to the limitation of liability of members or managers of limited liability companies, shareholders, officers or directors of corporations, general partners of a general partnership or limited partners of limited partnerships. The terms of this Section are a material consideration and inducement to Seller to enter into this Agreement and, but for the inclusion of such provision in this Agreement, Seller would not enter in to this Agreement. The limitation of liability provided in this Section is in addition to, and not in limitation of, any limitation on liability applicable to a Nonrecourse Party provided by law or by this Agreement or any other contract, agreement or instrument.

This Section 12 will survive the Close of Escrow.

13. City/Buyer Remedies.
a. On Seller Default. It shall be a default of Seller ("Seller Default") if Seller fails to perform any material act to be performed by Seller, or fails to refrain from performing any material prohibited act, prior to the Close of Escrow, where such failure is not cured by Seller within five (5) days after receipt by Seller of written notice by Buyer ("Buyer Default Notice"); provided, however, that if such failure is of such a nature that it cannot reasonably be cured within such five (5) day period, then, except as otherwise provided in this Agreement, a Seller Default shall not occur if Seller shall commence a cure within such five (5) day period and shall diligently pursue such cure to completion not later than the earlier to occur of (a) the Closing Date or (b) fifteen (15) days following receipt by Seller of the Buyer Default Notice. AS A MATERIAL

PART OF SELLER'S CONSIDERATION, WITHOUT WHICH SELLER WOULD NOT

HAVE ENTERED INTO THIS AGREEMENT, BUYER HEREBY AGREES THAT

BUYER'S SOLE AND ONLY REMEDIES FOR A SELLER DEFAULT SHALL BE (I) TO

TERMINATE THIS AGREEMENT BY WRITTEN NOTICE DELIVERED TO SELLER AND ESCROW HOLDER NO LATER THAN THIRTY (30) DAYS FOLLOWING THE

DATE ON WHICH BUYER HAS KNOWLEDGE OF THE ALLEGED SELLER

DEFAULT GIVING RISE TO SUCH REMEDY TO TERMINATE THIS AGREEMENT

IN WHICH CASE THE DEPOSIT SHALL BE PROMPTLY REFUNDED TO BUYER

AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER (EXCEPT FOR THEIR RESPECTIVE INDEMNITY OBLIGATIONS AND OTHER

OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION OF THIS
AGREEMENT) OR (II) TO SEEK SPECIFIC PERFORMANCE; PROVIDED,

HOWEVER, BUYER'S RIGHT TO SPECIFIC PERFORMANCE IS CONDITIONED ON THE FOLLOWING: (1) ESCROW HAS NOT BEEN CANCELED BY BUYER; (2) BUYER

HAS PERFORMED OR TENDERED PERFORMANCE OF ALL OF ITS OBLIGATIONS SJD\ 30150-0002\ 768962.2 2/10/2022 Page 116
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UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE DEPOSIT OF THE PURCHASE PRICE AND DOCUMENTS INTO ESCROW AND (3) BUYER

FILES THE ACTION SEEKING SUCH SPECIFIC PERFORMANCE AND PERFECTS SERVICE ON SELLER IN SUCH ACTION NO LATER THAN FORTY-FIVE (45) DAYS

FOLLOWING THE DATE ON WHICH BUYER HAS KNOWLEDGE OF THE
ALLEGED SELLER DEFAULT GIVING RISE TO SUCH REMEDY. BUYER SHALL

NOT BE ENTITLED TO CLAIM, ALLEGE OR RECEIVE ANY DIRECT,

CONSEQUENTIAL, SPECIAL OR ANY OTHER DAMAGES IN CONNECTION WITH

A SELLER DEFAULT WHETHER OCCURRING BEFORE OR AFTER THE CLOSE OF

ESCROW, AND BUYER EXPRESSLY, INTENTIONALLY AND KNOWINGLY WAIVES ANY RIGHT TO SUCH DAMAGES.
b. Limitation on Seller Liability. Notwithstanding anything to the contrary contained in this Agreement, after the Close of Escrow: (i) the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Buyer for any Seller Default and/or breach of any representation or warranty of Seller asserted by Buyer after the Close of Escrow ("Buyer Claim") shall, under no circumstances whatsoever exceed ten percent (10%) of the Purchase Price and (ii) Seller shall not be liable for any Buyer Claim, unless and until such Buyer Claim is for an aggregate amount in excess of five percent (5%) of the Purchase Price ("Floor Amount"). If a Buyer Claim is in excess of the Floor Amount, but a final judgment on such Buyer Claim is equal to or less than the Floor Amount, Seller shall have no liability in connection therewith. However, notwithstanding the foregoing or anything in this Agreement to the contrary, if prior to the Close of Escrow Buyer obtains actual knowledge or constructive knowledge, from any source that (1) any representation or warranty of Seller is not true or correct or (2) Seller has failed to perform any covenant and agreement under this Agreement (as applicable, a "Pre Closing Seller Default"), and Escrow actually closes notwithstanding such Pre -Closing Seller Default, Buyer shall be deemed to have waived and released Seller from any claims for such Pre -Closing Seller Default and shall not be entitled to commence any action of any kind against Seller due to such Pre -Closing Seller Default. The provisions of this Section shall survive the Close of Escrow.

14. Certain Definitions.
a. The term "Hazardous Materials" will mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil SJD\ 30150-0002\ 768962.2 2/10/2022 Page 117
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Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental Laws.
b. The term "Environmental Laws" will mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on or prior to the Effective Date relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C.

Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the Effective Date.

15. Evidence in Court Proceeding. The Parties agree that the total Purchase Price of $520,000.00 or any inference of per square foot value of the Subject Property Interests on said Purchase Price will not be admissible as evidence of the fair market value of the Subject Property Interests in any eminent domain or other proceeding or litigation concerning the Subject Property Interests, or any portion thereof.

16. Default. In the event of a breach or default under this Agreement by either City or Seller, the non -defaulting party will have, in addition to all rights available at law or equity but subject to the limitations of Section 13, the right to terminate this Agreement and the Escrow for the purchase and sale of the Subject Property Interests, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if City is the non -defaulting party, City will thereupon promptly receive a refund of all of the deposits it deposited with Escrow Holder, if any, less City's share of any escrow cancellation charges.

17. Special Possession and Use Provisions. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Subject Property Interests by the City, including the right to remove and dispose of improvements, if any, in the area of Subject Property Interests, shall commence on the date on which the City deposits the Purchase Price in Escrow ("Effective Date of Possession"). The Effective Date of Possession will be deemed the commencement date for purposes of the TCE Easement Deed and the termination date will be twenty-eight (28) months from said the Effective Date of Possession.
a. Right to Withdraw Purchase Price. In consideration for Seller's irrevocable grant to City of possession and use of the Subject Property Interests as of the Effective Date, the SJD\ 30150-0002\ 768962.2 2/10/2022 Page 118
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City will consent to Seller's withdrawal of the Purchase Price from Escrow. Seller will provide written notice to the City and Escrow Holder regarding its decision to withdraw the Purchase Price from Escrow and Escrow will provide to the Parties the date on which any portion of the Purchase Price is withdrawn.
b. Potential Adoption of Resolution of Necessity. The City has informed Seller that based on the possession requirements and deadlines for right-of-way certification for Phase II, it may be necessary for the City Council to consider the adoption of a Resolution of Necessity to ensure that the City satisfies right-of-way certification requirements. Accordingly, the Parties agree and acknowledge that the City Council, in its sole discretion, may determine to adopt a Resolution of Necessity and file an eminent domain proceeding to acquire the Subject Property Interests or clear any encumbrances in accordance with applicable law. In such case, the withdrawal of the Purchase Price from Escrow by Seller shall constitute Seller's waiver, by operation of law, of all claims and defenses in any eminent domain proceeding for the acquisition of the Subject Property Interests, except for a claim for greater compensation, consistent with Code of Civil Procedure Section 1255.260. The City covenants that compensation in any such proceeding shall be not less than the Purchase Price. The payment and withdrawal from Escrow of any portion of the Purchase Price shall be credited to City in relation to the final compensation amount that City pays pursuant to any negotiated agreement or settlement between the Parties for City's acquisition of the Subject Property Interests, or stipulated judgment, award or verdict of just compensation in any eminent domain proceeding filed by City to acquire the Subject Property Interests, or any portions thereof.

C. Date of Valuation. The Parties agree that in any eminent domain proceeding filed by City to acquire the Subject Property Interests, or any portions thereof, the date of valuation for determining the amount of just compensation for the Subject Property Interests will be the date on which the City files the Complaint in Eminent Domain. d. Interest. If City files an eminent domain proceeding to acquire the Subject Property Interests, any compensation awarded in an eminent domain proceeding shall draw interest as prescribed by California Code of Civil Procedure Section 1268.310, et seq. Seller would be entitled to receive interest on any sum received as just compensation whether pursuant to this Agreement, a subsequent settlement or court judgment, beginning on the Effective Date of Possession and ending on the earliest of the dates as provided in Code of Civil Procedure Section 1268.320. The Parties, agree and acknowledge, however, that the interest on any portion of the Purchase Price that is withdrawn by Seller will end on the date on which Seller withdraws such portion from Escrow because Seller is entitled to use said funds on the date of withdrawal. e. Failure of City to File Eminent Domain Proceeding Within Six Months of Effective Date of Possession. If Escrow fails to close within six months of the Opening of Escrow and City fails to file an eminent domain proceeding within said six-month period, Seller shall be entitled to file an inverse condemnation proceeding in connection with the Subject Property Interests. City agrees that in any such inverse condemnation proceeding, the only issue shall be the amount of just compensation owed by City to Seller (which compensation shall be not less than the Purchase Price) and City shall not challenge liability. This provision, however, does not impact City's rights on the issue of liability for precondemnation damages or to dispute the entitlement of Seller to such damages in any such inverse condemnation proceeding.

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

BUYER: City of Temecula
41000 Main Street
Temecula, California 92590
Attention: Aaron Adams, City Manager
COPY TO: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Peter M. Thorson, City Attorney
SELLER: Ynez Acres, a general partnership
Ynez Acres II, a California general partnership
26755 Calle Maria
Capistrano Beach, California 92624
COPY TO: Dzida, Carey & Steinman
3 Park Plaza, Suite 750
Irvine, California 92614
Attention: Steven J. Dzida, Esq.

ESCROW First American Title Insurance Company
HOLDER: One Ridgegate Drive Suite 225
Temecula, California 92590
Telephone No. 951.296.2948
Attention: Debbie Fritz, Escrow Officer
Electronic Mail: [email protected]

19. Broker Commissions. No brokers represented the Parties in connection with this transaction. Seller will be solely responsible for the payment of any and all broker's commissions or similar compensation due to any broker representing Seller, if any, and Seller will defend, indemnify and hold the City harmless from and against any and all claims for any broker's commissions or similar compensation that may be payable to any broker claiming it represented Seller in connection with this transaction. Each party will defend, indemnify and hold harmless the other party from and against all claims of any agent, broker, finder or other similar party based upon such party's own acts in connection with this transaction. The provisions of this Section 19 will survive the Close of Escrow.

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20. Miscellaneous.
a. Amendments. Any amendments to this Agreement will be effective only when duly executed by both City and Seller and deposited with Escrow Holder. b. Attorneys' Fees. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses.

C. Entire Agreement. This Agreement contains all of the agreements of the Parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose.
d. Counterparts, Facsimile, and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered.
e. Time of the Essence. Time is of the essence of this Agreement. f. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California.
g. Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. h. Additional Documents. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. i. Authori . of Ci . Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may execute the Agreement, Certificate of Acceptance, escrow documents, and any such documents or instruments that are necessary to effect the transfer of property interests contemplated herein.

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j. Interpretation and Construction. Each of the Parties has reviewed the Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
k. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies.

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

M. Exhibits. The Exhibits attached hereto are incorporated in this Agreement by this reference.
n. Assignment. Buyer shall not voluntarily or by operation of law assign, transfer or encumber any right, interest or obligation under this Agreement without Seller's express prior written consent, which consent may be granted or withheld by Seller in its sole discretion.

The Parties acknowledge, however, that the City intends to transfer to Caltrans the City's interest in the Subject Fee Properties and the Footing Easements after it completes the construction of Phase II and that no further consent is required from Seller for said transfer. o. Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days and all references to times of day shall mean California time. In the event that the final date ("Performance Date") for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday or holiday on which banks in California are not required to be open for business, such payment may be made or act performed on the next succeeding business day. All time periods for performance shall be deemed to have expired at 5:00 p.m. on the applicable Performance Date Signatures on following page
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below.

SELLER
Ynez Acres, a general partnership
Dated: 6 ' By -
Dated: Z - I LA ' -�v Z Z
Title: �7e (n 4194 0A iS , h L , 0
Ynez Acres II, a California general
partnership
Title: Gey\t4. �yq C �-- 0

Dated:

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

Peter M. Thorson, City Attorney
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order No: 9201083 9-920-CMM-CM&
Exhibit "A"
(Legal Description of Property)
EXHIBIT "X'
ALL THAT CERTAIN REAL. PROPERTY SITUATED IN THE CITY OF TEMECUL.A, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1: (APNS: 910-271-005 and 910-271-006)
PARCELS 3 AND 4 OF PARCEL MAP NO. 27239, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 183, PAGES 79 AND 80, OF PARCEL MAPS, RECORDS OF RIVERSIDE C IU TTY, CALIFORNIA.

EXCEPTING UVTO KAISER DEVFLOPM= COMPANY ITS SUCCESSORS AND ASSIGNS, TOGETHER Tb'TIH THE RIGHT OT GRANT TO OTHERS ALL MLVERAL OIL AND GAS RIGHTS BELOW THE DEPTH OF 500 FEET BELOW THE .SURFACE OF SAID LAND V=OUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN GR iT RECORDED ]UNE 29, 1988 AS INSTRUMI-TT NO. 1988-180337, OF DEED PARCEL 2: (APN: 910-271-002}
THOSE PORTIONS OF PARCEL 2 AND PARCEL 3, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BOOK_135 PAGES 85 AND 86, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL. 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF WAY OF YNEZ ROAD, 1W-M FEET WIDE, AS SHOWN ON PARCEL MAP 19677; A� THENCE NORTHESTEILY ALONG SAID RIGHT OF WAY NORTH 41' 5I' 27" VEST 67.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1725_00 FEET.

THENCE NORTHWESTERLY ALONG SAID CURATE THROUGH A CENTRAL ANGLE OF 12` 29' 20" AND AN ARC LENGTH OF 3 7b_00 FEET TO THE `TRUE POINT OF BEGINNNG"; THENCE LEAVING SAID CURVE SOUTH 62' 20' 59' NEST, 717.63 FEET; TO A POINT ON THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SAID POINT ALSO BEING A POINT ON THE NORTHEASTERLY RIGHT OF WAY OF INTER -STATE 15,
THENCE NORTHV4'FSTERLY ALONG SAID SOUTHWESTERLY BOUVDARY NORTH 47 44' 45': WEST, 11.99 FEET;
THENCE NORTH 28' 06' 37' WEST, 3M-01 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2; THENCE NORTH 51' 04' 05" EAST, 789.03 FEET TO THE 17TTE ECTION WITH THE WESTERLY SIDELINE OF

YNEZ ROAD, SAID INTERSECTION BEING A POINT ON A CURVE, CONCAVE TO THE EAST AND HAVING A RADIUS OF 1725.00 FEET, A RADIAL TO WHICH BEARS SOUTH 76° 13' 58" WEST;

THENCE SOUTHEASTERLY ALONG SAID WESTERLY SIDELINE OF YNEZ ROAD AN ARE DISTANCE OF 469.71 FEET THROUGH A CENTRAL ANGLE OF 15' 36 ` OW'TO THE "TRUE POL'4T OF BEGINNING' - SAID DESCRIPTION IS MADE PURSUANT TO W-AnED PARCEL MAP NO. 21925 AND LOT LINE ADJUSTMENT NO. 2785 AS EVIDENCED BY GRANT DEEDS RECORDED JANUARY 27, 1989 AS INSTRUMENT NOS. 1989-27790 AND 1989-27791 AND GRANT DEED RECORDED MAY 17, 1990 AS INSTRUMENT NO. 19N-181869_ ALL. OF OFFICIAL RECORDS.

PARCEL 3:

AN EASEMENT FOR ACCESS PURPOSES OVER DRI4TWA.YS AND AN EASEMENT FOR PARYING V'II'HIN PA=G SPACES OLTR PORTIONS OF WAIVED PARCEL MAP 21925;
THAT PORTION OF PARCEL 2, AS SHOWN BY PARCEL MAP 19677, ON FILE IN BOOK _135_PAGES _85 AND 86, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO LIES ON THE WESTERLY RIGHT OF RAY OF Y1~TEZ ROAD, 1 N_00 FEET WIDE, A , SHOWN ON SAID PARCEL MAP I M77; THENCE NORTHWESTERLY ALONG SAID RIGHT OF WAY NORTH 41' 5 Y 27 WEST, 67.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1725A0 FEET; SJD\ 30150-0002\ 768962.2 2/10/2022 Page 125
2623063v1

Order No: 92010839-920-CMM-CM8
THENCE NORTHR'E.STERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE. OF 12` 29' 20" AND AN ARC LENGTH OF 3 76.40 FEET TO THE TRUE POINT OF BEGINNING"; THENCE LEAVING SAID CURL'E. SOUTH 62` 20' 59F WEST, 698.00 FEET; THENCE SOUTH 52' 05' 39" EAST, 60.42 FEET;
THENCE NORTH 62' 20' 59' EAST, 180.00 FEET;
THENCE NORTH 27 39' 01' WEST, 25.00 FEET;
THENCE NORTH 32' 12' 30' EAST, 35.85 FEET;
THENCE NORTH 62' 20' 59' EAST, 73.00 FEET;
THENCE S01.7- F 83' 16' 12" EAST, 23.02 FEET;
THENCE NORTH 62' 20' 59' EAST, 37093 FEET TO A POLhTT, SAID BEL`TG A POINT ON A TON -TANGENT CURVE CONCAVE. EASTERLY AND HAVING A. RADIUS OF 1725.00 FEET, A RADIAL TO SAID POM BEARS SOUTH 59' 48' 02" R'EST;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ,ANGLE OF 00° 49' 51' AND AN ARC LENGTH OF 25.02 FEET TO THE 'TRUE POINT OF BEGRTNNGF.

Assessor's Ru-cel Nimiber: 910-271-00 , 910-271-00-5 and 910=271-006 SJD\ 30150-0002\ 768962.2 2/10/2022 Page 126
2623063v1

Exhibit `B"
(Description of BRE 26021 Easement Area)
SJD\ 30150-0002\ 768962.2 2/10/2022

= ' Recording Requested By
First Ameri"n Vile Insurance Company
RECORDING REQUESTED BY:

J AND WHEN RECORDED RETURN TO:
=YNEZ Ac;riES-11_
'25792 OI1Ai0 i2D
EMISSION VIEJO, CA 92691
MAIL TAX STATEMENTS TO:

BAH+ AS 4"1e�"-------
a
(Above Space Above For Recorder's Usc Only) "I
r
GRANT .D) ED
Documentary transfer ax is �� 5
() computed on I value of property conveyed, or
() computed on f6li'valpe, less value of liens and encumbrances remaining at time of sale,
Signature of declarant or agent determining tax
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, MIDDLESEX DEVELOPMENT CORPORATION, a California corporation, hereby GRANTS to YNEZ ACRES 11, a California general partnership, the following described real property in the City of Temecula, County of Riverside, State of California:

See i ' " " attached hereto and incorForated herein by this reference.

Subject to all matters of record or apparent.
9432 0WT.SDI /C I9934K 4/11.16.9.1/dmf
a
w
Ln
Order: 92010839 Page 1 of 7 Requested By: LTINA08, Printed: 9/19/2019 8:46 PM Doc: RV:1994 00455103

IN %vITNESS WHEREOF, the undersigned grantor has caused this Grint Deed to be executed as of the _ day of November, 1994,
14i1DDLf:SEX DE`IEI
CORPORATION, a C
By: ---�
Name:

Title:

STATE OF _,I rN irsr-n ? ss
M.M COUNTY OFron
AawC—
'� 7'jvtz-1
t.-- , bcfar e, a
Notary PLtblir. in and for said state, personal y appeared personalty
known to me (or proved to me on the basis ot'satisfactory evidence) to a the person whose name -- is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the inssttru ent, VVITNESS my hand and official(
otary Pu lie in and for said State
r
J. IN, AFab,
.2.

Order: 92010839
Doc: RV:1994 00455103