Agenda — Temecula City Council, February 13, 2024 (part 1 of 3)

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 13, 2024 - 6:00 PM
CLOSED SESSION - 4:30 PM
CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the acquisition of certain property interests, including permanent easements and temporary construction easements on five properties described below in connection with the public improvements required for the Altair Specific Plan Community ("Project"). The negotiators for the City are Patrick Thomas and Ron Moreno. The negotiators for the respective real property interests are set forth below. (i) The acquisition of certain property interests from the real property located at 28481 Rancho California Road in the City of Temecula (APN 921-281-011). Specifically, the City seeks to acquire an approximate 5,487 square foot permanent easement and an approximate 3,757 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner GGG Partnership, LP. Under negotiations are price and terms of the acquisition of these property interests. (ii) The acquisition of certain property interests from the real property located in the City of Temecula (No Situs Address) (APN 921-280-002). Specifically, the City seeks to acquire an approximate 1,016 square foot permanent easement and an approximate 427 square foot temporary construction easement.

The negotiating parties are the City of Temecula and the property owner SPX Investment, LLC. Under negotiations are price and terms of the acquisition of these property interests. (iii) The acquisition of certain property interests from the real property located at 28751 Rancho California Road in the City of Temecula (APN 921-280-003). Specifically, the City seeks to acquire an approximate 414 square foot permanent easement and an approximate 396 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner First & Center, LLC. Under negotiations are price and terms of the acquisition of these property interests. (iv) The acquisition of certain property interests from the real property located at 28545 Felix Valdez Avenue in the City of Temecula (APN 921-281-006). Specifically, the City seeks to acquire an approximate 402 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owners Richard M. Alvarez and Linda Lopez -Alvarez. Under negotiations are price and terms of the acquisition of these property interests. (v) The acquisition of certain property interests from the real property located at 28381 Vincent Moraga

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City Council Agenda February 13, 2024
in the City of Temecula (APN 921-281-021). Specifically, the City seeks to acquire an approximate 4,237 square foot permanent easement and an approximate 16,335 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner Westcore Gemini VM, LLC. Under negotiations are price and terms of the acquisition of these property interests.

CONFERENCE WITH LEGAL COUNSEL — INITIATION OF LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(4) with respect to two matters of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City and the City Council will decide whether to initiate litigation.

LABOR NEGOTIATIONS The City Council will meet in closed session with its designated representatives to discuss labor negotiations pursuant to Government Code Section 54957.6. The City's designated representatives are City Manager Aaron Adams, City Attorney Peter Thorson, Assistant City Manager Kevin Hawkins, Director of Finance Jennifer Hennessy, Director of Human Resources and Risk Management Isaac Garibay, Deputy City Manager Luke Watson and Senior Human Resources Analyst Becky Obmann. The employee organization is the California Teamsters Public, Professional and Medical Employees Union Local 911.

CITY MANAGER ANNUAL PERFORMANCE EVALUATION. The City Council will meet in closed session pursuant to Government Code Sections 54957 and 54957.6 to evaluate the performance of the City Manager and establish goals and performance objectives for the next year as required by the City Manager's Employment Agreement.

CALL TO ORDER: Mayor James Stewart
INVOCATION: Bishop Terrence Hundley of The Place City of Miracles FLAG SALUTE: Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

PRESENTATIONS
Presentation of 2024 Community Leader Award of Distinction for Ed Morel Presentation by Gillian Larson Regarding Reality Rally

BOARD / COMMISSION REPORTS
Planning Commission and Traffic Safety Commission

PUBLIC SAFETY REPORT
County of Riverside, Riverside County Sheriffs Department

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

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City Council Agenda February 13, 2024
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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

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

CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the City Council on matters 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. Speaker cards will be called in the order received. Still images maybe displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected].

All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

1. Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda Recommendation: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda.

Attachments: Agenda Report

2. Approve Action Minutes of January 23, 2024 and February 6, 2024 Recommendation: That the City Council approve the action minutes of January 23, 2024 and February 6, 2024.

Attachments: 01/23/2024 Action Minutes
02/06/2024 Joint CC and PC 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

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City Council Agenda February 13, 2024

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

4. Adopt Resolution Approving Agreement Pursuant to Government Code Section 66462.5 Between City of Temecula and SB Altair, LLC and Brookfield Temecula, LLC Regarding Acquisition of Property Interests in Connection with Vincent Moraga Improvements 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 AGREEMENT PURSUANT TO
GOVERNMENT CODE SECTION 66462.5 BETWEEN SB ALTAIR,

LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF

TEMECULA FOR ACQUISITION OF CERTAIN PROPERTY

INTERESTS (VINCENT MORAGA IMPROVEMENTS)

2. Authorize the City Manager to execute all necessary documents and take all steps necessary to effectuate the purposes of the Agreement.

Attachments: Agenda Report
Resolution
Acquistion Agreement

5. Approve Landscape Maintenance Agreement with State of California Department of Transportation for Maintenance of I-15/SR-79 South Interchange Enhanced Landscaping_, PW17-19
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING A LANDSCAPE MAINTENANCE

AGREEMENT BETWEEN THE STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION AND THE CITY OF
TEMECULA FOR THE MAINTENANCE OF THE I-15/SR-79 SOUTH

INTERCHANGE ENHANCED LANDSCAPING

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City Council Agenda February 13, 2024
Attachments: Agenda Report
RPcnlntinn
Agreement
Project Description
Project Location Map

6. Approve Grant of Easement on Portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison for Electric Vehicles Charging Station Project, PW21-09
Recommendation: That the City Council:

1. Approve a Grant of Easement on a portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison; and

2. Authorize the Mayor to sign the Grant of Easement.

Attachments: Agenda Report
Grant of Easement
Exhibit - Easement Location Aerial

7. Approve Plans and Specifications and Authorize Solicitation of Construction Bids for the Southside Parking Lot Reconfiguration, PW 15-07
Recommendation: That the City Council approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Southside Parking Lot Reconfiguration, PW 15-07.

Attachments: Agenda Report
Project Description
Project Location Map

8. Establish All -Way Stop Control at the Intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta
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 CAMINO PIEDRA ROJO AND PAROWN

DRIVE/AVENIDA BICICLETA AND FINDING THAT THE ACTION

IS EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY
ACT (CEQA) UNDER SECTION 15301(C) OF THE CEQA

GUIDELINES

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City Council Agenda February 13, 2024

9. 10.

Attachments: Agenda Report
Resolution
Exhibit A - Location Map
Multi -Way Stop Warrant Analysis
Receive and File Temnorary Road Closure and Detour for Nicolas Road at Calle Girasol Recommendation: That the City Council receive and file the temporary road closure and detour for Nicolas Road at Calle Girasol.

Attachments: Agenda Report
Exhibit A - Proposed Nicolas Road Detour
Receive and File Temnorary Street Closures for Temecula Sunset Market Recommendation: That the City Council receive and file the temporary closure of certain streets for the Temecula Sunset Market.

Attachments: Agenda Report
Exhibit A - Street Closure Man

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

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City Council Agenda February 13, 2024

TEMECULA COMMUNITY SERVICES DISTRICT MEETING
CALL TO ORDER: President Zak Schwank
ROLL CALL: Alexander, Kalfus, 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

11. Approve Action Minutes of January 23, 2024
Recommendation: That the Board of Directors approve action minutes of January 23, 2024.

Attachments: Action Minutes

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, February 27, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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City Council Agenda February 13, 2024

SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY - NO

MEETING

TEMECULA HOUSING AUTHORITY - NO MEETING

JOINT MEETING - TEMECULA PUBLIC FINANCING AUTHORITY / CITY COUNCIL CALL TO ORDER: Chair James Stewart
ROLL CALL: Alexander, Kalfus, 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. 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

TPFA / COUNCIL 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

12. Approve Joint Action Minutes of January 23, 2024
Recommendation: That the Board of Directors approve the joint action minutes of January 23, 2024.

Attachments: Joint Action Minutes

13. Adopt Resolutions of Intention to Form CFD 23-01 (Altair), Authorize the Levy of Special Taxes on Property in CFD 23-01 (Altair), Incur Bonded Indebtedness for CFD 23-01 (Altair) and Approve Related Documents and Agreements

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City Council Agenda February 13, 2024
Recommendation: That the Board of Directors and the City Council adopt the resolutions entitled:

RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS

INTENTION TO ESTABLISH A COMMUNITY FACILITIES

DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES

THEREIN - ALTAIR
RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS

INTENTION TO INCUR BONDED INDEBTEDNESS OF THE

PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR)
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING JOINT COMMUNITY FACILITIES

AGREEMENT RELATING TO THE FINANCING OF PUBLIC

IMPROVEMENTS AND IMPLEMENTATION OF AN ACQUISITION

AGREEMENT
Attachments: Agenda Report
TPFA Resolution - Intention to Establish
TPFA Resolution - Incur Bonded Indebtedness
CC Resolution - JCFA and Acquisition Agreement
Petition
City - JCFA
Acauisition AL-reement

EMWD - JCFA
Boundary Map
Annexation Map

TPFA / 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

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City Council Agenda February 13, 2024
included into the record. 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.

14. Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms)
Recommendation: That the City Council hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms), and that the Board of Directors and the City Council adopt the resolutions entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY

TEMECULA MAKING FINDINGS

APPROVING THE ISSUANCE OF

PUBLIC FINANCING AUTHORITY
RESOLUTION NO. TPFA

COUNCIL OF THE CITY OF

WITH RESPECT TO AND

BONDS BY THE TEMECULA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING

THE ISSUANCE OF SPECIAL TAX BONDS FOR COMMUNITY
FACILITIES DISTRICT NO. 20-01 (HEIRLOOM FARMS), AND

APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
Attachments: Agenda Report
CC Resolution - Issuance of Bonds
TPFA Resolution - Issuance of Special Tax Bonds
Fiscal Agent greement
Preliminary Official Statement
Bond Purchase Agreement
First Amendment to JCFA
First Amendment to Acquisition Agreement

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City Council
Agenda February 13, 2024

TPFA EXECUTIVE DIRECTOR REPORT

TPFA BOARD OF DIRECTOR REPORTS

TPFA ADJOURNMENT
The next regular meeting of the Temecula Public Financing Authority will be held on Tuesday, February 27, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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RECONVENE TEMECULA CITY COUNCIL

DEPARTMENTAL REPORTS (RECEIVE AND FILE)

15. City Council Travel/Conference Report
Attachments: Agenda Report
Itinerary

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. No substantive discussion on the subject of the motion may occur. 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, February 27, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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

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Item No. 1

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 13, 2024
SUBJECT: Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda
PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda.

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. In accordance with Government Code Section 34934, the title of each ordinance is included on the published agenda and a copy of the full ordinance has been available to the public online on the City's website and will be available in print at the meeting prior to the introduction or passage of the ordinance. Unless otherwise required, the full reading of the title and text of all 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
JANUARY 23, 2024 - 6:00 PM

COUNCIL MEMBER ZAK SCHWANK

TO PARTICIPATE ELECTRONICALLY
VIA ZOOM FROM: HOLIDAY INN
300 J STREET

SACRAMENTO, CALIFORNIA
CLOSED SESSION - 5:30 PM
CONFERENCE WITH LEGAL COUNSEL - PENDING LITIGATION. The City Council convened in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to one matter of pending litigation: Solana Winchester, LLC v. City of Temecula, et al. (Riverside Superior Court Case No. CVRI2304109).

CALL TO ORDER at 6:00 PM: Mayor James Stewart
INVOCATION: Pastor Cale Fauver of Southwest Christian Church FLAG SALUTE: Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank (virtual), Stewart

PRESENTATIONS
Presentation by Riverside County Transportation Commission Regarding Draft Traffic Relief Plan

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

PUBLIC SAFETY REPORT
County of Riverside, Fire Department (CAL FIRE)

PUBLIC COMMENTS - NON -AGENDA ITEMS
The following individual(s) addressed the City Council:
• Thomas Lashley
• Janette Chun
• Laurel LaMont
• Melissa Bourbonnais
• Jackie Legg
• Ron Larson
• Slim Killens
• Amarissa Cubana
• Jack Marston
• Francisco J. Urbina
• Greg Langworthy
• Hanon Rickard

PUBLIC COMMENTS - AGENDA ITEMS
The following individual(s) addressed the City Council:
• Eddie Daher (Item #4)

CITY COUNCIL REPORTS

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

Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval.

2. Approve Action Minutes of January 9, 2024
Recommendation: That the City Council approve the action minutes of January 9, 2024.

3. Approve List of Demands
Recommendation:

That the City Council adopt a resolution entitled:

RESOLUTION NO. 2024-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS

SET FORTH IN EXHIBIT A

4. Award Construction Contract to California Waters Development, Inc., dba California Waters for Community Recreation Center Splash Pad & Shade Structure Project, PW21-07 Recommendation: That the City Council:

1. Approve the transfer of $820,000 of Measure S funds from the Community Recreation Center Renovations project, PW19-07 to the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and

2. Award a construction contract to California Waters Development, Inc., dba California Waters, in the amount of $1,840,406 for the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and

3. Authorize the City Manager to approve construction contract change 2 orders up to 10% of the contract amount, $184,040.60; and

4. Make a finding that the Community Recreation Center Splash Pad & Shade Structure project is exempt from Multiple Species Habitat Conservation Plan fees.

Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval.

5. Approve Second Amendment to the Agreement with Mike's Precision Welding, Inc., for Welding Maintenance Services
Recommendation: That the City Council approve the second amendment to the agreement with Mike's Precision Welding, Inc., for welding maintenance services, in the amount of $50,000, for a total agreement amount of $150,000.

RECESS:

At 7:18 PM, the City Council recessed and convened as the Temecula Community Services District Meeting and Joint Temecula Public Financing Authority and City Council Meeting. At 7:21 PM the City Council resumed with the remainder of the City Council Agenda.

RECONVENE TEMECULA CITY COUNCIL

DEPARTMENTAL REPORTS (RECEIVE AND FILE)

8. Community Development Department Monthly Report

9. Fire Department Monthly Report

10. Police Department Monthly Report

11. Public Works Department Monthly Report

ITEMS FOR FUTURE CITY COUNCIL AGENDAS

CITY MANAGER REPORT

CITY ATTORNEY REPORT
The City Attorney reported that Council considered the case of Solano Winchester, LLC v. City of Temecula in closed session and the Council voted 4-0 to direct the City Attorney's Office to defend the City in this litigation

ADJOURNMENT
At 7:25 PM, the City Council meeting was formally adjourned to Tuesday, February 13, 2024, at 5:00 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

ACTION MINUTES

TEMECULA CITY COUNCIL

SPECIAL MEETING - WORKSHOP

CONFERENCE CENTER
41000 MAIN STREET

TEMECULA, CALIFORNIA
FEBRUARY 6, 2024 - 9:00 AM
CALL TO ORDER at 9:00 AM: Mayor James Stewart
FLAG SALUTE: Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

PUBLIC COMMENTS - AGENDA ITEMS
The following individual(s) addressed the City Council and Planning Commission:
• Bob Quaid (Item # 1) Julie Ngo-Otta (Item # 1)
• Andrew Doty (Item # 1)

JOINT MEETING OF THE CITY COUNCIL AND PLANNING COMMISSION

RIJSINESS

1. Continue General Discussion on Citywide Alcohol Policies Recommendation:

That the City Council and Planning Commission receive a presentation from staff and provide general discussion on citywide alcohol policies.

Workshop with discussion and general direction only; no action taken.

ADJOURNMENT
At 11:47 AM, the City Council meeting was formally adjourned to Tuesday, February 13, at 4:30 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, 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 13, 2024
SUBJECT: Approve List of Demands
PREPARED BY: Tricia Hawk, Finance Manager
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS

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

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

ATTACHMENTS: 1. Resolution

2. List of Demands

RESOLUTION NO.2024-

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 $4,186,228.66.

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 13th day of February, 2024.

James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, 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
1/8/2024 - 1/26/2024 TOTAL CHECK RUN:
1/18/2024 TOTAL PAYROLL RUN:
3,458,518.96
727,709.70
TOTAL LIST OF DEMANDS FOR 2/13/2024 COUNCIL MEETING: $ 4,186,228.66

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601305
01/18/2024
2948
ACT 1 CONSTRUCTION INC
8 COMMUNITY RECREATION CENTER RENOVATIONS -PHASE 1
$134,558.91
301247
01/11/2024
1772

ADAME LANDSCAPE INC
525214
PARKING GARAGE SWEEPING/CLEANING: PW
$540.00
601258
01/11/2024
3387

AGUILERA EMMANUEL
00005
PHOTOGRAPHY SVCS: TCSD
$315.00
601259
01/11/2024
2555

AIRWAVE COMMUNICATIONS ENTERPRISES
11975
EMPG GRANT: RADIO EQUIPMENT
$24,867.29
301249
01/11/2024
1236

ALL AMERICAN ASPHALT
1169917

ASPHALT SUPPLIES, PW STREET MAINTENANCE
$218.95
601306
01/18/2024
IS12

ALLEGRO MUSICAL VENTURES INC
27231
PIANO SVCS: THEATER: TCSD
$560.00
601307
01/18/2024
1609

ALLIED TRAFFIC AND EQUIPMENT RENTALS INC
91764
LIGHT TOWER RENTALS: TCSD
$460.00
601260
01/11/2024
1418
AMAZON.COM, INC
11GY-1T3X-FDCP
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601260
01/11/2024
1418
AMAZON.COM, INC
1HQQ-K9F4-DXQJ
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601260
01/11/2024
1418
AMAZON.COM, INC
1QJT-N6YP-FH1J
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601260
01/11/2024
1418
AMAZON.COM, INC
1VTG-YLRG-CK4M
MISC SUPPLIES: PD
$96.37
601260
01/11/2024
1418
AMAZON.COM, INC
1FKV-139R-FCXW
MISC SUPPLIES: TVM: TCSD
$106.25
601260
01/11/2024
1418
AMAZON.COM, INC
1KPT-6FC9-RHTJ
MISC SUPPLIES: MPSC AND MRC: TCSD
$222.30
601260
01/11/2024
1418
AMAZON.COM, INC
1MHK-KCNM-T61C
OFFICE SUPPLIES: FIRE
$130.49
601261
01/11/2024
1418
AMAZON.COM, INC
1XRQ-1F34-HYHQ
MISC SUPPLIES: CRC
$10.86
601260
01/11/2024
1418
AMAZON.COM, INC
11CC-YVCH-GWTD
MISC SUPPLIES: WORKFORCE DEV
$125.98
601261
01/11/2024
1418
AMAZON.COM, INC
1WGC-H4CR-QHVG
MISC SUPPLIES: FINANCE
$63.48
601260
01/11/2024
1418
AMAZON.COM, INC
16F7-XLVM-W4DW
MISC SUPPLIES: LIBRARY
$67.67
601260
01/11/2024
1418
AMAZON.COM, INC
193C-DMTF-7GPC
MISC SUPPLIES: TVM: TCSD
$300.55
601261
01/11/2024
1418
AMAZON.COM, INC
14MP-KMQV-MNPX
MISC SUPPLIES: INFO TECH
$40.18
601308
01/18/2024
1418
AMAZON.COM, INC
1F3R-1VWG-MM16
MISC SUPPLIES: CRC
$149.88
601308
01/18/2024
1418
AMAZON.COM, INC
13QV-1DKH-PJK3
REFRESHMENT SUPPLIES: CITY HALL & FOC: PW
$297.56
601308
01/18/2024
1418
AMAZON.COM, INC
1GL1-6WWH-KT1W
MISC SUPPLIES: COMM DEV
$118.44
601308
01/18/2024
1418
AMAZON.COM, INC
17R1-LP7J-1FCW
MISC SUPPLIES: AQUATICS: TCSD
$185.28
601308
01/18/2024
1418
AMAZON.COM, INC
1LXQ-4YFI-CRPJ
OFFICE SUPPLIES/EQUIP: PD
$39.54
601308
01/18/2024
1418
AMAZON.COM, INC
1G1L-HTV3-HLKD
REFRESHMENT SUPPLIES: CITY HALL & FOC: PW
$34.99
601308
01/18/2024
1418
AMAZON.COM, INC
171G-K1V3-G7RD
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601308
01/18/2024
1418
AMAZON.COM, INC
1H6L-NFJL-G1J3
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601389
01/25/2024
1418
AMAZON.COM, INC
1LR4-3YJM-F9DV
OFFICE SUPPLIES:COMDEV
$22.82
601389
01/25/2024
1418
AMAZON.COM, INC
1P33-3FL9-FQY6
SMALL TOOLS & EQUIPMENT: FIRE
$36.43
601389
01/25/2024
1418
AMAZON.COM, INC
1KQX-JTLY-J6XH
OFFICE SUPPLIES: FIRE
$539.84
601389
01/25/2024
1418
AMAZON.COM, INC
16XD-CCPC-QPRP
MISC SUPPLIES/EQUIP:PW
$266.19
601389
01/25/2024
1418
AMAZON.COM, INC
19FG-VTCY-GT37
MISC SUPPLIES:COMSP
$86.99
601389
01/25/2024
1418
AMAZON.COM, INC
1NHM-PF9Y-DTGR
MISC SUPPLIES: LIBRARY
$13.85
601309
01/18/2024
1334

AMERICAN ASPHALT SOUTH INC
2023-1518

CITYWIDE SLURRY SEAL
$361,614.92
601309
01/18/2024
1334

AMERICAN ASPHALT SOUTH INC
2023-1482

CITYWIDE SLURRY SEAL
$121,153.75
601310
01/18/2024
1261

AMERICAN FORENSIC NURSES
78397
FEB STAND BY FEE: POLICE
$1,485.90
601390
01/25/2024
1261

AMERICAN FORENSIC NURSES
78420
DRUG ALCOHOL ANALYSIS: PD
$1,432.96
601391
01/25/2024
1080

AMERICAN RED CROSS
22652575
STAFF/LIFEGUARDS CERTS: AQUATICS
$897.60
601311
01/18/2024
1000

APPLEONE INC
S9719548
TEMPORARY STAFFING SVCS: FINANCE
$5,962.88
601311
01/18/2024
1000

APPLEONE INC
S9633090
TEMPORARY STAFFING SVCS: FINANCE
$5,483.72
601311
01/18/2024
1000

APPLEONE INC
59719547
TEMPORARY STAFFING: COMM DEV
$4,324.32
601311
01/18/2024
1000

APPLEONE INC
59633089
TEMPORARY STAFFING: COMM DEV
$1,392.30
601311
01/18/2024
1000

APPLEONE INC
59692260
TEMPORARY STAFFING: COMM DEV
$1,998.36
601311
01/18/2024
1000

APPLEONE INC
S9692259
TEMPORARY STAFFING: COMM DEV
$1,998.36
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075723
DRINKING WATER SYSTEM MAINT: TCC
$28.55
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075724
DRINKING WATER SYSTEM MAINT: AQUATICS: CRC
$69.60
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075746
DRINKING WATER SYSTEM MAINT: PARKS
$96.52
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075717
DRINKING WATER SYSTEM MAINT: PARKS
$156.56
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075785
DRINKING WATER SYSTEM MAINT: NM
$28.55
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075783
DRINKING WATER SYSTEM MAINT: THEATER
$28.55
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075782
DRINKING WATER SYSTEM MAINT: LIBRARY
$28.55
601313
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075791
DRINKING WATER SYSTEM MAINT: JRC
$28.55
601313
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075788
DRINKING WATER SYSTEM MAINT: FOC
$28.55
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075790
DRINKING WATER SYSTEM MAINT: SPORTS PARK
$69.60
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075789
DRINKING WATER SYSTEM MAINT: CIVIC CTR
$213.97
601313
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075781
DRINKING WATER SYSTEM MAINT: PARKS
$28.56
601312
01/18/2024
1805

AQUA CHILL OF SAN DIEGO
20075773
DRINKING WATER SYSTEM MAINT: AULD: POLICE
$62.53
601392
01/25/2024
1805

AQUA CHILL OF SAN DIEGO
20075787
DRINKING WATER SYSTEM MAINT: MALL PD
$62.53
301250
01/11/2024
2777

ARAMARK SERVICES INC
8008901
BEVERAGE SERVICES: FACILITIES
$111.00
301306
01/18/2024
2502
ARTHUR 1 GALLAGHER RISK MANAGMENT SRVCS 14963130
BROKER FEE: RISK
$2,015.91
301307
01/18/2024
2442

ASCENT ENVIRONMENTAL INC
20210169.02 -19
PA22-0105 TEMECULA VALLEY HOSP
$540.00
301308
01/18/2024
2242
AT&T
489741
LOCATION/ACTIVATION FEES: POLICE
$300.00
601314
01/18/2024
2381

AYERS WILLIAM BRIAN
2942
ELECTRICAL MAINTENANCE: FIRE STATIONS
$300.00
601314
01/18/2024
2381

AYERS WILLIAM BRIAN
2937
ELECTRICAL LABOR: SENIOR CENTER
$500.00
601314
01/18/2024
2381

AYERS WILLIAM BRIAN
2945
SCOREBOARD ELECTRICAL: RRSP: PW
$100.00
601315
01/18/2024
2073

AZTEC LANDSCAPING INC
J1675
DEC RESTROOM MAINT: PARKS: PW
$9,580.39
601317
01/18/2024
1980

B G P RECREATION INC
4005-4010.1011st

TCSD INSTRUCTOR EARNINGS
$3,074.40
601393
01/25/2024
1980

B G P RECREATION INC
4045.102-4045.103

TCSD INSTRUCTOR EARNINGS
$191.10
601262
01/11/2024
1405

B&H FOTO & ELECTRONICS CORP
219731152
MISC AV EQUIPMENT:PEG
$977.72
301310
01/18/2024
1909

BAMM PROMOTIONAL PRODUCTS INC
12625
UNIFORMS: CODE ENFORCEMENT
$228.38
301310
01/18/2024
1909

BAMM PROMOTIONAL PRODUCTS INC
12630
UNIFORMS: CRC: TCSD
$664.98
301252
01/11/2024
2224

BATTERY SYSTEMS INC
28592312181326
TRAFFIC EQUIP BATTERIES: PW
$11,482.53
601263
01/11/2024
3122

BEARD RYAN
2220.101

TCSD INSTRUCTOR EARNINGS
$840.00
601316
01/18/2024
3122

BEARD RYAN
2225.101

TCSD INSTRUCTOR EARNINGS
$672.00
301311
01/18/2024
3516

BENNECKEADAM
TE231520246

BALANCE ADJ
$1,000.00
601264
01/11/2024
1101

BLUETRITON BRANDS INC
03L0036263176

HELP CENTER WATER SERVICE
$2.60
601264
01/11/2024
1101

BLUETRITON BRANDS INC
031.6705212167
WATER DELIVERY SVCS: PW
$11.95
601264
01/11/2024
1101

BLUETRITON BRANDS INC
03L0035623057
WATER DELIVERY SVCS: PW
$21.74
601264
01/11/2024
1101

BLUETRITON BRANDS INC
13L0028662112
WATER DELIVERY SVCS: PW
$111.58

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601318
01/18/2024
2047

BOB CALLAHANS POOL SERVICE
0183

JAN POOL AND FOUNTAIN MAINTENANCE
$1,400.00
601318
01/18/2024
2047

BOB CALLAHANS POOL SERVICE
0184

JAN POOL AND FOUNTAIN MAINTENANCE
$1,200.00
601318
01/18/2024
2047

BOB CALLAHANS POOL SERVICE
0181

DEC POOL AND FOUNTAIN MAINTENANCE
$1,610.00
301253
01/11/2024
1181

BOYS AND GIRLS CLUB OF SOUTHWEST COUNTY
CSF Ck Req 12/21/23
CSF: REINVEST IN TEMECULA PRGM
$36,511.90
301312
01/18/2024
3182

BRAGG INVESTMENT COMPANY INC
237869
NYE GRAPE DROP CRANE: TCSD
$7,692.30
601319
01/18/2024
2612

BRAND ASSASSINS
22705
WALL OF RECOGNITION PHOTO TILE: CC
$80.19
601265
01/11/2024
2415

BRAUN PETER
4076
PLANT MAINTENANCE: FACILITIES: PW
$200.00
601320
01/18/2024
2415

BRAUN PETER
4101
PLANT MAINTENANCE: PW FACILITIES
$500.00
601321
01/18/2024
2541
BRIGHTON HILL ACADEMY SPORTS AND LEARNIN( 12/28/23
CSF: REINVESTMENT IN TEMECULA
$42,709.89
601266
01/11/2024
2622

BROWN JAMAL DEON
2300.101-2360.101

TCSD INSTURCTOR EARNINGS
$3,742.90
601322
01/18/2024
2622

BROWN JAMAL DEON
2345.101

TCSD INSTRUCTOR EARNINGS
$1,400.07
601267
01/11/2024
2836

BRYANT ROBERT
1401.215-1405.208

TCSD INSTRUCTOR EARNINGS
$4,012.68
301251
01/11/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038000974
BOOK COLLECTIONS: RHRTPL TCSD
$22.27
301251
01/11/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
203800097E
BOOK COLLECTIONS: RHRTPL TCSD
$88.61
301251
01/11/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038000976
BOOK COLLECTIONS: RHRTPL TCSD
$94.64
301309
01/18/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038014539
BOOK COLLECTIONS: RHRTPL TCSD
$15.41
301309
01/18/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038014538
BOOK COLLECTIONS: RHRTPL TCSD
$12.73
301309
01/18/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038014540
BOOK COLLECTIONS: RHRTPL TCSD
$65.33
301309
01/18/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2038014537
BOOK COLLECTIONS: RHRTPL TCSD
$10.84
301366
01/25/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037998362
BOOK COLLECTIONS: RHRTPL TCSD
$240.87
301366
01/25/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037998363
BOOK COLLECTIONS: RHRTPL TCSD
$189.03
301254
01/11/2024
3157

CAHALAN JASON
3846
BAY DOOR MAINTENANCE: FIRE STATIONS
$3,735.20
301254
01/11/2024
3157

CAHALAN JASON
3833
BAY DOOR MAINTENANCE: FIRE STATIONS
$2,874.00
301255
01/11/2024
1190

CAL MAT
73881352
ASPHALT SUPPLIES: STREET MAINT: PW
$205.10
301255
01/11/2024
1190

CAL MAT
73879867
ASPHALT SUPPLIES: STREET MAINT: PW
$378.13
301313
01/18/2024
2465

CALIF NEWSPAPERS PARTNERSHIP
0000578449A
ADVERTISING PUBLIC NOTICES: PLANNING
$1,347.18
301313
01/18/2024
2465

CALIF NEWSPAPERS PARTNERSHIP
0000578449B
LEGAL NEWSPAPER PUBLICATIONS: CITY CLERK
$4,105.84
301367
01/25/2024
2465

CALIF NEWSPAPERS PARTNERSHIP
0000580158A
LEGAL NEWSPAPER PUBLICATIONS: CITY CLERK
$3,838.55
301314
01/18/2024
2285
EE # 526
Reimb Dept Team Bldg
REIMB: HR HOLIDAY TEAM BLDG
$48.04
301256
01/11/2024
1332

CANON FINANCIAL SERVICES INC
31755795
CANON COPIERS LEASE:TEM PUB LIBRARY
$671.56
301257
01/11/2024
2063

CASC ENGINEERING AND, CONSULTING INC
0050150
MISC ENGINEERING SVS: PW - CIP
$270.00
601268
01/11/2024
1280

CDW LLC
NV37882
MISC SMALL TOOLS & EQUIP: INFO TECH
$653.73
601268
01/11/2024
1280

CDW LLC
NW10744
MISC SMALL TOOLS& EQUIP: INFO TECH
$276.23
601268
01/11/2024
1280

CDW LLC
NV89061
KEYBOARD & MOUSE REPLACEMENT: INFO TECH
$993.72
601268
01/11/2024
1280

CDW LLC
NW66802
MISC SMALL TOOLS& EQUIP: INFO TECH
$956.88
601268
01/11/2024
1280

CDW LLC
NN21346
MISC SMALL TOOLS& EQUIP: INFO TECH
$104.17
601268
01/11/2024
1280

CDW LLC
NP33327
MISC SMALL TOOLS& EQUIP: INFO TECH
$110.49
601268
01/11/2024
1280

CDW LLC
NR66070
MISC SMALL TOOLS& EQUIP: INFO TECH
($203.06)
301368
01/25/2024
1528

CERTIFION CORP
1223EP31197
SOFTWARE SUBSCRIPTION: PD
$200.00
301315
01/18/2024
1942

CHRISTIAN STITCHERY INC
COT 83

CRC STAFF SWEATSHIRTS AND CAPS
$1,725.59
301316
01/18/2024
1347
CINTAS
8406608162
FIRST AID SERVICES: RM
$121.96
301316
01/18/2024
1347
CINTAS
8406608164
FIRST AID SERVICES: RM
$229.17
301316
01/18/2024
1347
CINTAS
8406608163
FIRST AID SERVICES: RM
$116.87
301316
01/18/2024
1347
CINTAS
8406608167
FIRST AID SERVICES: RM
$959.50
301316
01/18/2024
1347
CINTAS
8406608166
FIRST AID SERVICES: RM
$219.59
301316
01/18/2024
1347
CINTAS
8406608165
FIRST AID SERVICES: RM
$136.32
301316
01/18/2024
1347
CINTAS
8406608161
FIRST AID SERVICES: RM
$61.49
301317
01/18/2024
1701

CLEAR IMAGE ENTERPRISES INC
18972
WINDOW CLEANING: CITY FACILITIES: PW
$585.00
301317
01/18/2024
1701

CLEAR IMAGE ENTERPRISES INC
18937
WINDOW CLEANING: MPSC
$550.00
301369
01/25/2024
1701

CLEAR IMAGE ENTERPRISES INC
18969
WINDOW PAINT REMOVAL: TVM: TCSD
$195.00
601269
01/11/2024
2681

CLEARSTAR INC
1481023

EMPLOYMENT SCREENINGS-HR
$229.36
601323
01/18/2024
2681

CLEARSTAR INC
1482120
EMPLOYMENT SCREENINGS: HR
$27.48
601324
01/18/2024
2316

CNS ENGINEERS INC
18025-24

MURRIETA CREEK BRIDGE AT OVERLAND
$73,758.67
601270
01/11/2024
1345
EE # 212
Reimb: 11/28/23
REIMB: UNIFORMS: CODE ENFORCEMENT
$133.99
601271
01/11/2024
3060

COMPLETE OFFICE LLC
4108304-0
OFFICE SUPPLIES: FIRE
$27.49
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4104781-0
MISC OFFICE SUPPLIES: PLANNING
$314.23
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4107679-1
MISC OFFICE SUPPLIES: PLANNING
$10.74
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4107679-0
MISC OFFICE SUPPLIES: PLANNING
$68.16
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4103897-0
MISC OFFICE SUPPLIES: PLANNING
$111.63
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4109890-0
MISC OFFICE SUPPLIES: PLANNING
$4.39
601394
01/25/2024
3060

COMPLETE OFFICE LLC
4112152-0
OFFICE SUPPLIES: COMM DEV
$21.70
301318
01/18/2024
1172

CONSOLIDATED ELECTRICAL DIST
8750-1037873
ELECTRICAL SUPPLIES: IWTCM
$104.68
601325
01/18/2024
1666

CORELOGIC INC
82197395
DEC SOFTWARE SUBSCRIPTION: CODE ENFORCEMENT
$400.00
601326
01/18/2024
1771

COSSOU, CELINE
1650.101-1665.101

TCSD INSTRUCTOR EARNINGS
$1,662.50
301319
01/18/2024
1849

COSTAR REALTY INFORMATION INC
120555561
JAN'24 WEB SUBSCRIPTION: ECO DEV
$1,296.00
301258
01/11/2024
1098
COSTCO TEMECULA 491
3540
SUPPLIES: AQUATICS: TCSD
$155.77
301370
01/25/2024
1098
COSTCO TEMECULA 491
3545

RECREATION & BUILDING SUPPLIES- CONTRACT CLASSES
$76.68
301259
01/11/2024
1268
COSTCO TEMECULA 491
3539
SUPPLIES: MRC, MPSC & SFSP
$196.76
301259
01/11/2024
1268
COSTCO TEMECULA 491
3542
MISC SUPPLIES: MRC, MPSC AND SFSP
$154.56
301371
01/25/2024
1268
COSTCO TEMECULA 491
3544
SUPPLIES: MRC, MPSC AND SFSP
$120.72
601327
01/18/2024
1592

CRAFTSMEN PLUMBING & HVAC INC
003803
PLUMBING SVCS: CRC: PW
$6,847.00
601327
01/18/2024
1592

CRAFTSMEN PLUMBING & HVAC INC
003716

A/C UNITS FOR PARKING GARAGE AND POLICE SUBSTATION
$30,413.03
601327
01/18/2024
1592

CRAFTSMEN PLUMBING & HVAC INC
003654
SVC CALLS: CIVIC CTR
($270.00)
601272
01/11/2024
1195

DAISYECO INC
4064544
PRINTER AND PLOTTER SUPPLIES: INFO TECH
$4,066.86
601328
01/18/2024
1105

DATA TICKET INC
159209
NOV'23 CITATION PROCESSING: PD
$1,322.19
301260
01/11/2024
1699

DAVID EVANS AND ASSOCIATES INC
551438
ENGINERING SERVICES: PW - CIP, PWO8-04
$32.50
301260
01/11/2024
1699

DAVID EVANS AND ASSOCIATES INC
551437
DIAZ ROAD EXPANSION: CIP
$3,940.25
301261
01/11/2024
1177

DAVID TURCH AND ASSOCIATES
Nov'23
FEDERAL LEGISLATIVE CONSULTANT SVCS: CM
$5,500.00
301261
01/11/2024
1177

DAVID TURCH AND ASSOCIATES
Oct'23
FEDERAL LEGISLATIVE CONSULTANT SVCS: CM
$5,500.00
601329
01/18/2024
2528

DE LA SECURA INC
21007-025

MARGARITA REC CTR DSGN BUILD
$332,793.18

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601329
01/18/2024
2528

DE LA SECURA INC
STP NTC: CONCRETE Pl.

STP NTC: CONCRETE PLACEMENT INC
($7,594.71)
601395
01/25/2024
1586

DEERE & COMPANY
117561430
GATOR UTILITY CART: STREET MAINTENANCE: PW
$14,281.83
301320
01/18/2024
1491

DEPT OF GENERAL SERVICES (DGS)
000000IS49771
CASE FILINGS: MASSAGE: CITY CLERK
$11,599.75
601273
01/11/2024
2227
DG INVESTMENT HOLDINGS 2 INC
IN00133394
MAINT & REPAIR OF SECURITY SYSTEM:IT
$1,282.50
601396
01/25/2024
2227
DG INVESTMENT HOLDINGS 2 INC
IN00135447
ACCESS CONTROL & CAMERAS: MRC CIP PW 17-21
$70,882.94
601396
01/25/2024
2227
DG INVESTMENT HOLDINGS 2 INC
IN00133907
AUTOMATIC DOOR OPENER CONNECTION: PW-CIP
$2,463.33
601330
01/18/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
Credit 0004960S97
TEMPORARY ADA RESTROOMS: TES POOL
($279.21)
601330
01/18/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
0005146730
PORTABLE RESTROOMS: LA SERENA WY
$110.88
601330
01/18/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
0005146732
PORTABLE RESTROOMS: N GENERAL KEARNY RD
$110.88
601330
01/18/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
0005146731
PORTABLE RESTROOMS: RIVERTON LN
$110.88
601331
01/18/2024
2137

DIVERSIFIED WATERSCAPES INC
1006889
DEC WTR QUALITY MAINT: DUCK POND/HARV
$7,800.00
601274
01/11/2024
2040

DOKKEN ENGINEERING
44994
DSGN SVCS: SOUTHSIDE PARKING LOT RECONFIGURATION
$17,137.50
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL20906
FUEL FOR CITY VEHICLES: COMDV
$77.27
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL20910
FUEL FOR CITY VEHICLES: INFO TECH
$27.62
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL21532
FUEL FOR CITY VEHICLES: FIRE DEPT
$67.35
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL22132
FUEL FOR CITY VEHICLES: STREET MAINT
$482.52
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL22129
FUEL FOR CITY VEHICLES: POLICE DEPT
$26.94
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL22147
FUEL FOR CITY VEHICLES: TRAFFIC: PW
$193.24
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL22148
FUEL FOR CITY VEHICLES: TCSD
$94.84
601275
01/11/2024
1254

DOWNS ENERGY FUEL
CL19535
FUEL FOR CITY VEHICLES: TRAFFIC: PW
$183.81
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL20907
FUEL FOR CITY VEHICLES: PARK MAINT: BLDG & SAFETY
$358.74
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL22131
FUEL FOR CITY VEHICLES: BLDG & SAFETY
$69.14
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL22130
FUEL FOR CITY VEHICLES: CODE ENFORCEMENT
$74.86
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL22128
FUEL FOR CITY VEHICLES: PARK MAINT: PW
$1,456.33
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL23588
FUEL FOR CITY VEHICLES: POLICE
$11.43
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL23586
FUEL FOR CITY VEHICLES: PARK MAINT: PW
$1,824.43
601332
01/18/2024
1254

DOWNS ENERGY FUEL
CL23589
FUEL FOR CITY VEHICLES: CODE ENFORCEMENT
$125.23
601397
01/25/2024
1254

DOWNS ENERGY FUEL
CL22949
FUEL FOR CITY VEHICLES: FIRE DEPT
$199.68
601397
01/25/2024
1254

DOWNS ENERGY FUEL
CL23608
FUEL FOR CITY VEHICLES: TCSD
$88.88
601397
01/25/2024
1254

DOWNS ENERGY FUEL
CL23605
FUEL FOR CITY VEHICLES: EOC
$83.15
601397
01/25/2024
1254

DOWNS ENERGY FUEL
CL23592
FUEL FOR CITY VEHICLES: CIP: PW
$298.22
601397
01/25/2024
1254

DOWNS ENERGY FUEL
CL23591
FUEL FOR CITY VEHICLES: CITY MGR
$62.99
301262
01/11/2024
2689

DS SERVICES OF AMERICA INC, SPARKLETTS
22116432 121523
CC WATER DELIVERY SERVICES: CMO
$75.13
601333
01/18/2024
1678
DUDEK
202310367
CONSTRUCTION MGTSVCS: PW-CIP, PW20-13, ON -CALL
$4,680.00
601333
01/18/2024
1678
DUDEK
202310605

CITYWIDE DRAINAGE MASTER PLAN
$30,312.50
601398
01/25/2024
2385

EIDE BAILLY LLP
E101607431
AUDIT SERVICES: DEC'23: FINANCE
$2,500.00
601334
01/18/2024
2031

ELITE CLAIMS MANAGEMENT INC
2023-690
DEC'23 3RD PARTY CLAIM ADMIN: WC
$1,250.00
601335
01/18/2024
1156

ENGINEERING RESOURCES OF SOUTHERN CA INC
59729
ENGINEERING CONSULTANT SVCS: PW -CIP
$2,832.90
301263
01/11/2024
1338

ENTERPRISE HOLDINGS INC
2PYT3S

RENTAL CAR FEES FOR SISTER CITY VISIT
$696.61
301321
01/18/2024
1004

ESGIL LLC
139228 Revised
OCT PLAN REVIEW SVCS: BLDG & SAFETY
$17,446.56
301264
01/11/2024
1366

EXHIBIT ENVOY
1409E

BLACK & WHITE IN BLACK & WHITE
$2,025.00
301265
01/11/2024
2469

EXP US SERVICES INC
135977

SANTA GERTRUDIS CREEK PHASE II
$3,478.69
301266
01/11/2024
1005

FEDERAL EXPRESS INC
8-356-17508
EXPRESS MAILING SVCS: CIP: PW
$7.18
301266
01/11/2024
1005

FEDERAL EXPRESS INC
8-363-07080b
EXPRESS MAIL SVCS: CIP
$11.55
301322
01/18/2024
1005

FEDERAL EXPRESS INC
8-363-07080a
EXPRESS MAIL SVCS:HR
$8.17
301322
01/18/2024
1005

FEDERAL EXPRESS INC
8-369-95448a
EXPRESS MAILING SVCS: CODE ENFORCEMENT
$20.68
301322
01/18/2024
1005

FEDERAL EXPRESS INC
8-369-95448b
EXPRESS MAILING SVCS: TCSD
$7.32
601337
01/18/2024
1600

FEHR AND PEERS
170663

OLD TOWN TECHNOLOGY BASED PARKING DATA COLLECTIC
$210.00
601336
01/18/2024
1600

FEHR AND PEERS
170675
COMPLETE STREETS POLICY: PLANNING
$2,299.88
601336
01/18/2024
1600

FEHR AND PEERS
166939
COMPLETE STREETS POLICY: PLANNING
$8,154.41
601336
01/18/2024
1600

FEHR AND PEERS
170374
COMPLETE STREETS POLICY: PLANNING
$4,988.79
601336
01/18/2024
1600

FEHR AND PEERS
167771
COMPLETE STREETS POLICY: PLANNING
$8,683.52
601336
01/18/2024
1600

FEHR AND PEERS
168540
COMPLETE STREETS POLICY: PLANNING
$5,833.14
301323
01/18/2024
3507

FICK RITA
Refund:12/23/23
REFUND: TICKETING: THEATER
$108.00
601338
01/18/2024
2643

FORENSIC NURSES OF SOCAL INC
2463
SART EXAMS: PD
$800.00
601339
01/18/2024
1978
EE#472
Reimb: Training
REIMB: STAFF TRAINING & EDUCATION
$750.00
601339
01/18/2024
1978
EE # 472
Reimb: 01/15/24
REIMB: HELI THREAD KIT: PW
$70.68
301324
01/18/2024
1932

FUN EXPRESS LLC
72918501901

MISC SUPPLIES SPECIAL EVENTS
$7,367.27
601276
01/11/2024
2374

GEORGE HILLS COMPANY INC
INV1027030
CLAIMS TPA: RM
$68.50
601340
01/18/2024
2374

GEORGE HILLS COMPANY INC
inv1027103
SUBROGATION RECOVERY FEE:GHC0052956/61428/63442
$2,721.18
601340
01/18/2024
2374

GEORGE HILLS COMPANY INC
INV1027286
CLAIMS TPA: RM
$388.00
601399
01/25/2024
2374

GEORGE HILLS COMPANY INC
INV1027164
SUBROGATION RECOVERY FEE:GHC0061006: RM
$2,520.25
601277
01/11/2024
2359

GILLIS AND PANICHAPAN ARCHITECTS INC
108649J
ARCHITIECTURAL SVCS: PW-CIP, PW19-14, ON -CALL ARGM
$4,670.00
601400
01/25/2024
2359

GILLIS AND PANICHAPAN ARCHITECTS INC
108675J
ARCHITIECTURAL SVCS: PW-CIP, PW19-14
$640.00
301267
01/11/2024
1813

GODS FAN CLUB
FY 23/24 CSF

COMMUNITY SERVICE FUNDING REINVESTMENT
$28,679.11
301325
01/18/2024
1523

GOLDEN VALLEY MUSIC SOCIETY
Procurement

PROCUREMENT OF MUSICAL SERVICE
$7,600.00
601278
01/11/2024
1664

GONZALEZ GUSTAVO
Reimb: 12/11/23
REIMB: UNIFORMS: CODE ENFORCEMENT
$147.64
301271
01/11/2024
3095

GONZALEZJAVIER I
1495
HVAC SUPPLES: FACILITY MAINT
$2,302.90
301271
01/11/2024
3095
GONZALEZJAVIER 1
1494
HVAC SUPPLES: FACILITY MAINT
$265.33
301271
01/11/2024
3095
GONZALEZJAVIER 1
1487
HVAC SUPPLES: FACILITY MAINT
$271.88
301271
01/11/2024
3095
GONZALEZJAVIER 1
1476
HVAC SUPPLES: FACILITY MAINT
$179.44
301333
01/18/2024
3095
GONZALEZJAVIER 1
1506
HVAC SUPPLES: FACILITY MAINT
$28.66
601341
01/18/2024
1225

GRAINGER
9949118179
MISC SMALL TOOLS: PW PARKS
$405.15
601342
01/18/2024
3345

HAAKER EQUIPMENT COMPANY
M1AOG7
PRESSURE WASHER: STREET MAINTENANCE: PW
$18,840.94
301268
01/11/2024
1009

HANKS HARDWARE INC
2670/Nov-A
FLAGPOLE: MRC
$4,143.13
301326
01/18/2024
1009

HANKS HARDWARE INC
2716/Dec
SMALL TOOLS/EQUIP: CHILDREN'S MUSEUM
$78.61
301326
01/18/2024
1009

HANKS HARDWARE INC
2734/Dec
SMALL TOOLS/EQUIP:TPL
$58.23
301326
01/18/2024
1009

HANKS HARDWARE INC
2671/Dec
SMALL TOOLS/EQUIP: M FAC
$184.16
301327
01/18/2024
1009

HANKS HARDWARE INC
2702/Dec
SMALL TOOLS/EQUIP: MUSEUM
$15.09
301326
01/18/2024
1009

HANKS HARDWARE INC
2706/Dec
SMALL TOOLS/EQUIP: AQUATICS
$108.74

Check#
Check Date
Vendor # Vendor
Invoice #
Description
Invoice Net
301326
01/18/2024
1009 HANKS HARDWARE INC
2646/Dec
SMALL TOOLS/EQUIP: CRC & MRC
$353.61
301326
01/18/2024
1009 HANKS HARDWARE INC
2641/Dec
SUPPPLIES: STREETS & TRAFFIC MAINT
$363.34
301326
01/18/2024
1009 HANKS HARDWARE INC
2649/Dec
HARDWARE SUPPLIES: PARKS
$1,852.47
301327
01/18/2024
1009 HANKS HARDWARE INC
2648/Dec
HARDWARE SUPPLIES: COMM DEV
$28.55
301326
01/18/2024
1009 HANKS HARDWARE INC
2634/Dec-a
SMALL TOOLS & EQUIP: FIRE
$92.83
301326
01/18/2024
1009 HANKS HARDWARE INC
2634/Dec-b
SMALL TOOLS & EQUIPMENT: TCC
$171.75
301326
01/18/2024
1009 HANKS HARDWARE INC
2644/Dec-a
SMALL TOOLS/EQUIP: CIVIC CTR & MRC
$2,150.93
301269
01/11/2024
2225 HASA INC
934811
POOL SANITIZING CHEMICALS: CITY POOLS
$547.88
301328
01/18/2024
2225 HASA INC
936164
POOL SANITIZING CHEMICALS: CITY POOLS
$860.95
301248
01/11/2024
1110 HEALTH AND HUMAN RESOURCE CENTER INC
E0305807

EAP-HR-BENEFITS
$1,864.55
601343
01/18/2024
1093 HEALTHPOINTE MEDICAL GROUP INC
42612-4200380
VIED EMPLOYMENT SCREENING: HR
$165.00
301329
01/18/2024
1083 HINDERLITER DE LLAMAS & ASSOC
SIN034662
SALES TAX CONSULTING: TRANSACTION TAX (OCT-DEC)
$300.00
301330
01/18/2024
1192 HOME DEPOT
3973500
SUPPLIES: FACILITIES MAINT: PW
$86.66
301330
01/18/2024
1192 HOME DEPOT
4354608
MISC SUPPLIES: THEATER: TCSD
$194.66
301330
01/18/2024
1192 HOME DEPOT
0294324
SUPPLIES: TRAFFIC & STREETS: PW
$364.95
601344
01/18/2024
2564 INLAND FLEET SOLUTIONS INC
6874

VEHICLE AND EQUIPMENT REPAIR, STREET MAINTENANCE
$233.88
301270
01/11/2024
1921 INSIGHT PUBLIC SECTOR INC
1101113865
TV REPLACEMENT: CITY HALL
$7,102.94
301332
01/18/2024
3035 INTERFLEX PAYMENT LLC
Ben349951

CHILD CARE REIMBURSEMENT FSA PAYMENT
$24,164.65
601345
01/18/2024
1719 JACOBS HOUSE INC
Ben349939

EMPLOYEE CHARITY DONATIONS
$40.00
601279
01/11/2024
1660 JOE RHODES MAINT SERVICE INC
B1348
FUEL PUMP REPAIR: STATION 92
$706.43
601401
01/25/2024
1660 JOE RHODES MAINT SERVICE INC
CO26
FUEL PUMP REPAIR: STATION 84
$359.80
301334
01/18/2024
3513 JORDAN SHEREEN
Refund: 63940076
REFUND: WATER SAFETY: TCSD
$150.00
601346
01/18/2024
2475 1P HANDMADE CORP
68529
BUSINESS CARDS: PW LAND DEV
$154.26
601346
01/18/2024
2475 JP HANDMADE CORP
68528
BUSINESS CARDS: PW LAND DEV
$87.14
601346
01/18/2024
2475 JP HANDMADE CORP
68572
CC BUSINESS CARDS: CM
$111.21
601347
01/18/2024
1090 KEYSER MARSTON ASSOCIATES INC
0038335
KMA SB-9 FISCAL ANALYSIS : LR22-0158
$7,611.25
601402
01/25/2024
1090 KEYSER MARSTON ASSOCIATES INC
0038409
KMA SB-9 FISCAL ANALYSIS: LR22-0158
$2,235.00
601403
01/25/2024
1975 KRACH BREE B
200139
KAREL LINDEMANS MEMORIAL BRIDGE SIGN: PW
$2,390.33
601403
01/25/2024
1975 KRACH BREE B
200136
SIGN/PLAQUE: CITY CNL
$479.59
301335
01/18/2024
1136 LAKE ELSINORE ANIMAL FRIENDS
DEC'23
DEC'23 ANIMAL CONTROL SERVICES
$10,762.50
301336
01/18/2024
2177 LANDSCAPE STRUCTURES INC
INV-137823E

PLAYGROUND EQUIP ENHANCEMENT -LONG CANYON PRK
$228,736.00
301272
01/11/2024
3517 EE # 467
Comptr Loan Prgm

COMPUTER LOAN PROGRAM
$2,000.00
601348
01/18/2024
1050 LEIGHTON AND ASSOCIATES INC
60907
GEOTECHNICAL SVCS: CRC GW TESTING
$4,800.00
601349
01/18/2024
1320 LIEBERT CASSIDY WHITMORE
254045
ATTORNEY SERVICES: HR
$13,762.50
601349
01/18/2024
1320 LIEBERT CASSIDY WHITMORE
253574
ATTORNEY SERVICES: HR
$1,020.00
601280
01/11/2024
1216 LIFE ASSIST INC
1389710
PARAMEDIC PROGRAM SUPPLIES: MEDIC
$1,888.88
601280
01/11/2024
1216 LIFE ASSIST INC
1389711
PARAMEDIC PROGRAM SUPPLIES: MEDIC
$802.90
601280
01/11/2024
1216 LIFE ASSIST INC
1385302
PARAMEDIC PROGRAM SUPPLIES: MEDIC
$1,163.08
601280
01/11/2024
1216 LIFE ASSIST INC
1385203
CPR PROGRAM SUPPLIES: MEDIC
$1,748.49
601350
01/18/2024
3353 LOAMIC BUILDERS INC
1 PW22-17
ADD'L STREETLIGHTS: MORENO & MERCEDES ST
$101,680.00
601351
01/18/2024
3353 LOAMIC BUILDERS INC
1 PW23-17

CITYWIDE CONCRETE REPAIRS
$18,526.00
301372
01/25/2024
3198 LOOMIS ARMORED US LLC
13399948
ARMORED CAR SVCS: FINANCE
$1,150.54
301372
01/25/2024
3198 LOOMIS ARMORED US LLC
13408381
ARMORED CAR SVCS: FINANCE
$46.09
301337
01/18/2024
3344 LOVE PRODUCTIONS RECORDS LLC
Ck Req O1/08/24
PERFORMING ARTS AGREEMENT 2-10
$8,000.00
601367
01/18/2024
3218 LUCAS PRETI
2401A

VIDEOGRAPHY PRODUCTION
$20,200.00
301273
01/11/2024
1302 M AND 1 PAUL ENTERPRISES INC
123123 City of Temec

JUMPER GAME RENTALS- SPECIAL EVENTS
$995.00
301274
01/11/2024
1806 M C I COMM SERVICE
DEC 7DK89878
DEC 7DK89878 XXX-0714 USAGE MALL PD
$37.22
301274
01/11/2024
1806 M C I COMM SERVICE
DEC 7DK90589
DEC 7DK90589 XXX-3046 GEN USAGE
$35.99
601352
01/18/2024
3313 MAHMOOD MADIHA
12/27/23

PERFORMING ARTS AGREEMENT
$300.00
301338
01/18/2024
1224 MAIN STREET SIGNS
43530
MISC SIGNS: FACILITIES: PW
$3,365.81
301338
01/18/2024
1224 MAIN STREET SIGNS
43528
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$325.43
301338
01/18/2024
1224 MAIN STREET SIGNS
43524
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$734.06
301338
01/18/2024
1224 MAIN STREET SIGNS
43523
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$358.71
301338
01/18/2024
1224 MAIN STREET SIGNS
43527
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$717.10
301338
01/18/2024
1224 MAIN STREET SIGNS
43531
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$3,257.06
301338
01/18/2024
1224 MAIN STREET SIGNS
43525
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$163.07
301338
01/18/2024
1224 MAIN STREET SIGNS
43526
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$1,130.46
301338
01/18/2024
1224 MAIN STREET SIGNS
43529
VARIOUS SIGNS & SUPPLIES: STREET MAINT
$1,734.56
601353
01/18/2024
3031 MAKELELE SYSTEMS LANDSCAPE & MAINTENANCI 2772

RCWD RECYCLED WATER ACCELERATE
$8,600.00
601281
01/11/2024
2619 MARIPOSA TREE MANAGEMENT INC
3228
TREE TRIMMING AND REMOVAL: STA 84 & STA 92
$6,913.58
601281
01/11/2024
2619 MARIPOSA TREE MANAGEMENT INC
3227
TREE TRIMMING AND REMOVAL: STA 84 & STA 92
$3,654.36
601354
01/18/2024
2619 MARIPOSA TREE MANAGEMENT INC
3176
TREE TRIMMING: SENIOR CENTER: PW
$2,425.98
601354
01/18/2024
2619 MARIPOSA TREE MANAGEMENT INC
3226

ANNUAL TREE TRIM MING,REMOVALS & PLANTING AT PARK
$1,083.70
601354
01/18/2024
2619 MARIPOSA TREE MANAGEMENT INC
3232

ANNUAL RIGHT OF WAY TREE TRIMMING, REMOVALS & PLP
$4,009.87
601354
01/18/2024
2619 MARIPOSA TREE MANAGEMENT INC
3231

ANNUAL TREE TRIM MING,REMOVALS & PLANTING AT PARK
$1,622.08
601355
01/18/2024
2376 MARK THOMAS AND COMPANY INC
49730
1-15 CONGESTION RELIEF
$1,097.58
601355
01/18/2024
2376 MARK THOMAS AND COMPANY INC
49267
1-15 CONGESTION RELIEF
$3,546.95
601282
01/11/2024
2057 MDG ASSOCIATES INC
18084

MARY PHILLIPS SENIOR CENTER ENHANCEMENT
$485.63
601282
01/11/2024
2057 MDG ASSOCIATES INC
18083

AMERICAN WITH DISABILITIES ACT
$538.13
601356
01/18/2024
2057 MDG ASSOCIATES INC
18081
CDBG ADMINISTRATION SVCS: COMM DEV
$5,420.13
601356
01/18/2024
2057 MDG ASSOCIATES INC
18082
CDBG ADMINISTRATION SVCS: COMM DEV
$316.50
301275
01/11/2024
1185 MET LIFE INSURANCE COMPANY
Ben349927

DENTAL PAYMENT
$15,674.57
601283
01/11/2024
2042 MICHAEL BAKER INTERNATIONAL
1199181
ENGR & SURVEY SERVICES - CIP, PW17-28, ON -CALL
$2,280.00
601283
01/11/2024
2042 MICHAEL BAKER INTERNATIONAL
1193159

TRAFFIC SIGNAL- PARK & RIDE AC
$4,666.00
601283
01/11/2024
2042 MICHAEL BAKER INTERNATIONAL
1198890

TRAFFIC SIGNAL- PARK & RIDE ACCESS
$7,800.00
601357
01/18/2024
2259 MICHELLE MEDINA
1040.1011st Half

TCSD INSTRUCTOR EARNINGS
$1,483.49
301339
01/18/2024
1082 MIRACLE RECREATION EQUIPMENT
869700

WINCHESTER CREEK PARK IMPROVEMENT
$1,951.18
601358
01/18/2024
1241 MISSION ELECTRIC SUPPLY INC
518810-00
ELECTRICAL SUPPLIES:TVE2
$922.77
601358
01/18/2024
1241 MISSION ELECTRIC SUPPLY INC
518774-00
ELECTRICAL SUPPLIES: PENNY PICKLE
$558.80
601358
01/18/2024
1241 MISSION ELECTRIC SUPPLY INC
518978-00
ELECTRICAL SUPPLIES: PENNY PICKLE
$20.26

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601358
01/18/2024
1241

MISSION ELECTRIC SUPPLY INC
518907-00
ELECTRICAL SUPPLIES: PENNY PICKLE
$227.92
601358
01/18/2024
1241

MISSION ELECTRIC SUPPLY INC
519019-00
ELECTRICAL SUPPLIES:TPL
$33.48
601358
01/18/2024
1241

MISSION ELECTRIC SUPPLY INC
518252-00
ELECTRICAL SUPPLIES: CITY HALL
$480.36
601359
01/18/2024
1241

MISSION ELECTRIC SUPPLY INC
519324-00
ELECTRICAL SUPPLIES, FACILITIES: PW
$59.15
601359
01/18/2024
1241

MISSION ELECTRIC SUPPLY INC
519467-00
ELECTRICAL SUPPLIES: DUCK POND: PW
$2,963.85
601405
01/25/2024
1241

MISSION ELECTRIC SUPPLY INC
519582-00
ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM
$35.67
601405
01/25/2024
1241

MISSION ELECTRIC SUPPLY INC
519359-00
ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM
$925.87
601405
01/25/2024
1241

MISSION ELECTRIC SUPPLY INC
519610-00
ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM
$22.84
601405
01/25/2024
1241

MISSION ELECTRIC SUPPLY INC
516661-00
ELECTRICAL SUPPLIES: PARKS
$1,448.94
601405
01/25/2024
1241

MISSION ELECTRIC SUPPLY INC
519316-00
ELECTRIC SUPPLIES: RANCHO HIGHLANDS SLOPE: PW
$13.40
601284
01/11/2024
1240

MORAMARCO ANTHONY J
2050.101

TCSD INSTRUCTOR EARNINGS
$1,302.00
601360
01/18/2024
1240

MORAMARCO ANTHONY J
2050.102

TCSD INSTRUCTOR EARNINGS
$759.50
601285
01/11/2024
2020

MYTHOS TECHNOLOGY INC
MSP-21998
JAN-MAR MONITORING SVCS: TVE2
$450.00
301276
01/11/2024
2450

NATIONAL BUSINESS FURNITURE LLC
MK599785-LES

NATIONAL BUSINESS FURNITURE -AQUATICS
$981.55
601361
01/18/2024
3343

NAVY LEAGUE OF THE UNITED STATES IE
FY 23/24 CSF 2nd

COMMUNITY SERVICE FUNDING REINVESTMENT
$5,000.00
601286
01/11/2024
2578

NIEVES LANDSCAPE INC
76476
LANDSCAPE SVCS: PARKS AND MEDIANS
$77,622.00
601286
01/11/2024
2578

NIEVES LANDSCAPE INC
76474

LANDSCAPE MAINTENANCE SERVICES LEVEL C SLOPES
$62,010.00
601286
01/11/2024
2578

NIEVES LANDSCAPE INC
76472
LANDSCAPE SVCS: PARKS AND MEDIANS
$56,141.00
601286
01/11/2024
2578

NIEVES LANDSCAPE INC
76471
LANDSCAPE SVCS: PARKS AND MEDIANS
$23,159.00
601286
01/11/2024
2578

NIEVES LANDSCAPE INC
76469
LANDSCAPE SVCS: FIRE STATIONS
$2,068.00
601363
01/18/2024
2578

NIEVES LANDSCAPE INC
76475

LANDSCAPE MAINTENANCE SERVICES LEVEL C SLOPES
$106.00
601363
01/18/2024
2578

NIEVES LANDSCAPE INC
76537
IRRIGATION MODIFICATIONS: SENIOR CNTR GARDEN: PW
$891.45
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76544
LANDSCAPE SVCS: PARKS
$1,801.25
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76543
LANDSCAPE SVCS: PARKS
$1,842.72
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76542
DRAIN INSTALLATION AT TVE2
$4,008.75
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76539
MEMORIAL TREE INSTALL: VARIOUS PARKS: PW
$1,000.00
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76534
REMEDIAL LANDSCAPE SVCS: VARIOUS MEDIANS: PW
$8,760.00
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76536
REMEDIAL LANDSCAPE SVCS: HARVESTON LAKE PARK: PW
$4,600.00
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76535

LANDSCAPE ENHANCEMENT AT CIVIC CENTER
$3,877.50
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76538
REMEDIAL LANDSCAPE SERVICES AT SENIOR CENTER: PW
$2,654.00
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76533

REMEDIAL LANDSCAPE SERVICES AT DUCK POND
$5,898.00
601362
01/18/2024
2578

NIEVES LANDSCAPE INC
76541

LANDSCAPE IMPROVEMENTS AT MURRIETA CREEK TRAIL
$2,215.00
601363
01/18/2024
2578

NIEVES LANDSCAPE INC
76526
LANDSCAPE REPAIR: PW
$975.00
601364
01/18/2024
1819

NPG INC
25769
STREET MAINTENANCE SUPPLIES: PW
$3,066.75
601364
01/18/2024
1819

NPG INC
1122520
ASPHALT REPAIRS: VARIOUS LOCATIONS: PW
$36,625.00
601364
01/18/2024
1819

NPG INC
1122519
ASPHALT REPAIRS: VARIOUS LOCATIONS: PW
$42,805.00
301340
01/18/2024
1013

NUTRIEN AG SOLUTIONS INC
53072704

TOOL & EQUIP STREET MAINTENANCE
$3,572.13
601365
01/18/2024
1511
NV5 INC
365906

MARGARITA RECREATION CENTER
$28,375.79
301341
01/18/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
172439

VEHICLE REPAIR/ MAINTENANCE
$245.36
301341
01/18/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
172784

VEHICLE REPAIR / MAINTENANCE
$81.79
601366
01/18/2024
2496

OLD TOWN TIRE AND SERVICE INC
73537
VEHICLE MAINT: PW - CIP
$73.78
601366
01/18/2024
2496

OLD TOWN TIRE AND SERVICE INC
73525

VEHICLE MAINTENANCE - PARKS & FACILITIES
$426.75
601366
01/18/2024
2496

OLD TOWN TIRE AND SERVICE INC
73586

VEHICLE MAINTENANCE - PARKS & FACILITIES
$861.41
601366
01/18/2024
2496

OLD TOWN TIRE AND SERVICE INC
73448

VEHICLE MAINTENANCE - PARKS & FACILITIES
$1,213.18
601406
01/25/2024
2496

OLD TOWN TIRE AND SERVICE INC
73725

BUILDING INSPECTOR VEHICLE MAINTENANCE
$48.78
601406
01/25/2024
2496

OLD TOWN TIRE AND SERVICE INC
73735
VEHICLE MAINT: PW - CIP
$566.23
301342
01/18/2024
1492

PANERA BREAD
60125523748809
REFRESHMENTS: WORKSHOPS/MEETINGS: TVE2
$184.44
301343
01/18/2024
3462

PECHANGA RESORTS INCORPORATED
1700.101-1705.101

TCSD INSTRUCTOR EARNINGS
$840.00
301344
01/18/2024
2179

PLAYCORE WISCONSIN INC
PJI-0225599
PLAYGROUND EQUIP ENHANCEMENTS: CALLE ARAGON
$1,130.00
601287
01/11/2024
3457

PONDER JACKIE L
20455
TRANSMISSION REPAIR: STREET MAINTENANCE PW
$7,081.85
301373
01/25/2024
1363

PRE PAID LEGAL SERVICES INC
Ben349941
PREPAID LEGAL SERVICES: PAYMENT
$206.45
601288
01/11/2024
1721

PRO ACTIVE FIRE DESIGN & CONSULTING
2053
PLAN CHECKING SVCS: FIRE
$12,917.40
601407
01/25/2024
1721

PRO ACTIVE FIRE DESIGN & CONSULTING
2054
PLAN CHECKING SVCS: FIRE
$1,775.10
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132228484
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$9.89
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132228483
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$12.74
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132228497
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$31.45
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132228496
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$14.32
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229223
UNIFORMS: STREET MAINTENANCE
$68.17
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229224
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$10.28
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229221A
UNIFORMS: PARKS AND FACILITIES
$65.64
601370
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
13229221E
UNIFORMS: STREET MAINTENANCE
$5.67
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132228498
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$19.88
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230468
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$10.28
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230467
UNIFORMS: STREET MAINTENANCE
$73.02
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230465A
UNIFORMS: PARKS AND FACILITIES
$65.64
601370
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230465E
UNIFORMS: STREET MAINTENANCE
$5.67
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229750
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$19.88
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229749
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$31.45
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229748
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$14.32
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229738
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$9.89
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229737
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$12.74
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132229731
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$24.52
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230988
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$12.74
601369
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132230989
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$9.89
601368
01/18/2024
1336

PRUDENTIAL OVERALL SUPPLY
132231002
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$31.45
301277
01/11/2024
1837

QUADIENT LEASING USA INC
Q1107141
CERTIFIED MAIL SOLUTION:CENTRAL SERVICES
$1,474.78
301331
01/18/2024
1593

QUALITY CODE PUBLISHING
PG000034864
MUNICIPAL CODE SERVICES: CITY CLERK
$2,503.00
601371
01/18/2024
3136

RAMOS HR CONSULTING INC
1012
PROFESSIONAL SERVICES: HR
$9,250.00
601372
01/18/2024
1537

RANDALL MANAGEMENT GROUP
31544
PUBLIC NOTICE SIGN POSTING SERVICES FY2023-24
$312.25
601372
01/18/2024
1537

RANDALL MANAGEMENT GROUP
31380
PUBLIC NOTICE SIGN POSTING SERVICES FY2023-24
$565.50

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601372
01/18/2024
1537

RANDALL MANAGEMENT GROUP
31520
PUBLIC NOTICE SIGN POSTING SERVICES FY2023-24
$624.50
601372
01/18/2024
1537

RANDALL MANAGEMENT GROUP
31460
PUBLIC NOTICE SIGN POSTING SERVICES FY2023-24
$312.25
301278
01/11/2024
3171

RAYMOND ALLYN BUSINESS SUPPLIES INC
TK4580
CRC LOBBY CHAIRS: TCSD
$3,864.98
601373
01/18/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172431-01
MISC HVAC SUPPLIES: TVE: PW
$243.24
601373
01/18/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172431-00
MISC HVAC SUPPLIES:TVE
$1,713.01
601373
01/18/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172567-00
MISC HVAC SUPPLIES: TVE2: PW
($147.01)
601373
01/18/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172071.00
MISC HVAC SUPPLIES: FACILITIES:PW
$34.17
601408
01/25/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172862-00
MISC HVAC SUPPLIES: CRC:PW
$54.54
601408
01/25/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172621-00
MISC HVAC SUPPLIES: TVE2: PW
$1,542.42
601408
01/25/2024
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172669-00
MISC HVAC SUPPLIES: TVE2: PW
$71.24
601409
01/25/2024
2203

REMOTE SATELLITE SYSTEMS INTL
00126263

PHONE SERVICE FOR EOC
$505.05
601289
01/11/2024
1150

RICHARDS WATSON AND GERSHON
245433
NOV 2023 LEGAL SERVICES
$14,386.69
601289
01/11/2024
1150

RICHARDS WATSON AND GERSHON
245445
NOV 2023 LEGAL SERVICES
$1,363.00
601289
01/11/2024
1150

RICHARDS WATSON AND GERSHON
245461
NOV 2023 LEGAL SERVICES
$9,892.30
601289
01/11/2024
1150

RICHARDS WATSON AND GERSHON
245478
NOV 2023 LEGAL SERVICES
$2,730.85
601289
01/11/2024
1150

RICHARDS WATSON AND GERSHON
245472
NOV 2023 LEGAL SERVICES
$3,258.50
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245885
DEC 2023 LEGAL SERVICES
$1,798.98
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245882
DEC 2023 LEGAL SERVICES
$12,142.28
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245881
DEC 2023 LEGAL SERVICES
$3,821.00
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245880
DEC 2023 LEGAL SERVICES
$15,096.11
601375
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245890
DEC 2023 LEGAL SERVICES
$27.50
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245889
DEC 2023 LEGAL SERVICES
$1,050.00
601375
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245892
DEC 2023 LEGAL SERVICES
$240.00
601375
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245901
DEC 2023 LEGAL SERVICES
$333.50
601375
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245467
NOV 2023 LEGAL SERVICES
$904.02
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245463
NOV 2023 LEGAL SERVICES
$1,142.50
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245475
NOV 2023 LEGAL SERVICES
$1,811.30
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245477
NOV 2023 LEGAL SERVICES
$2,435.45
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245476
NOV 2023 LEGAL SERVICES
$7,335.10
601374
01/18/2024
1150

RICHARDS WATSON AND GERSHON
245479
NOV 2023 LEGAL SERVICES
$3,460.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245884
DEC 2023 LEGAL SERVICES
$329.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245883
DEC 2023 LEGAL SERVICES
$376.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245887
DEC 2023 LEGAL SERVICES
$210.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245891
DEC 2023 LEGAL SERVICES
$210.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245898
DEC 2023 LEGAL SERVICES
$810.00
601410
01/25/2024
1150

RICHARDS WATSON AND GERSHON
245896
DEC 2023 LEGAL SERVICES
$1,770.00
601290
01/11/2024
3464

RIGHT HAND CYBER SECURITY INC
INV-COTEM001
E-MAIL SECURITY TRAINING: IT
$6,750.00
301345
01/18/2024
1045

RIVERSIDE CO CLERK & RECORDER
23-327645
CEQA FILINGS: PLANNING
$50.00
301345
01/18/2024
1045

RIVERSIDE CO CLERK & RECORDER
23-326338
CEQA FILLINGS: PLANNING
$50.00
301346
01/18/2024
1597

RIVERSIDE CO EXECUTIVE OFFICE
2024-03TEM
JAN-MAR'24 ANIMAL SHELTER OPERATIONS
$54,921.00
301279
01/11/2024
2635

RIVERSIDE CO PUB SAFETY ENTERPRISE COMMUN
PE0000001422B
NOV EMERG RADIO RENTALS: EOC
$102.62
301347
01/18/2024
2635

RIVERSIDE CO PUB SAFETY ENTERPRISE COMMUN
PE0000001422A
NOV EMERG RADIO RENTALS: CODE ENF
$513.10
301280
01/11/2024
1042

RIVERSIDE CO SHERIFFS DEPT
SH0000044283
07/01/23-09/30/23 TOWING SVCS: POLICE
$2,799.99
301348
01/18/2024
1042

RIVERSIDE CO SHERIFFS DEPT
SH0000044771
09/01/23-12/31/23 TOWING SVCS: POLICE
$1,126.98
301365
01/25/2024
1035

RIVERSIDE COUNTY
JUL'23
JUL'23 PRKG CITATION ASSESSMENTS
$4,601.00
301365
01/25/2024
1035

RIVERSIDE COUNTY
AUG'23
AUG'23 PRKG CITATION ASSESSMENTS
$6,602.00
301365
01/25/2024
1035

RIVERSIDE COUNTY
SEP'23
SEP'23 PRKG CITATION ASSESSMENTS
$5,062.50
301365
01/25/2024
1035

RIVERSIDE COUNTY
OCT'23
OCT'23 PRKG CITATION ASSESSMENTS
$4,976.00
301365
01/25/2024
1035

RIVERSIDE COUNTY
NOV'23
NOV'23 PRKG CITATION ASSESSMENTS
$5,187.50
301281
01/11/2024
1304

RIVERSIDE TRANSIT AGENCY
87169
TROLLEY ROUTE 55 TRANSPORTATION SERVICES
$2,375.80
301374
01/25/2024
2882
EE# 606
01/08/24
REIMB:ICC CERTIFICATION
$330.00
301282
01/11/2024
1025

SAN DIEGO UNION -TRIBUNE
10093646469C
2024 SUBSCR:PW 10093646469
$259.59
601412
01/25/2024
1552

SANBORN GWYNETH A CO TEMECULA MUSIC ACP
PERF: 01/06/24
USER LICENSE AGREEMENT: COUNTRY LIVE O1/06/24
$461.25
601292
01/11/2024
2008

SARNOWSKI SHAWNA PRESTON
12122023

PHOTOGRAPHY SERVICES -CITY COUNCIL
$275.00
601292
01/11/2024
2008

SARNOWSKI SHAWNA PRESTON
12312023

PHOTOGRAPHY SERVICES -SPECIAL EVENTS
$400.00
601292
01/11/2024
2008

SARNOWSKI SHAWNA PRESTON
11282023

PHOTOGRAPHY SERVICES -CITY COUNCIL
$275.00
601413
01/25/2024
2008

SARNOWSKI SHAWNA PRESTON
01092024

PHOTOGRAPHY SERVICES -CITY MANAGER
$275.00
301283
01/11/2024
2360

SB&O INC
1223021
ENGINEERING CONSULTANT SVCS: PW21-13
$189.25
301283
01/11/2024
2360

SB&O INC
1223020
ENGINEERING &SURVEY SVCS: PW-CIP, PW22-15
$6,104.00
301283
01/11/2024
2360

SB&O INC
1223019
ENGINEERING &SURVEY SVCS: PW-CIP, PW22-16
$1,074.00
301283
01/11/2024
2360

SB&O INC
1223023
DESIGN, ENVIRO & SURVEY SVS: PW-CIP
$924.04
301283
01/11/2024
2360

SB&O INC
1223022
ENGINEERING &SURVEY SVCS: PW-CIP, PW23-24
$3,151.00
301349
01/18/2024
2360

SB&O INC
1223018
ENGINEERING & LAND SURVEY SVCS: PW - CIP
$9,829.00
301349
01/18/2024
2360SB&OINC
1223024
ENGINEEIRNG & SURVEY SVCS: PWSW02-02
$2,240.75
301284
01/11/2024
2817

SCP DISTRIBUTORS LLC
AL510518
POOL SUPPLIES: AQUATICS
$795.98
301284
01/11/2024
2817

SCP DISTRIBUTORS LLC
AL510519
POOL SUPPLIES: AQUATICS
$61.99
301284
01/11/2024
2817

SCP DISTRIBUTORS LLC
AL510664
POOL SUPPLIES: AQUATICS
($200.00)
301350
01/18/2024
2817

SCP DISTRIBUTORS LLC
AL511563
POOL SUPPLIES: AQUATICS
$533.91
301350
01/18/2024
2817

SCP DISTRIBUTORS LLC
AL511750
POOL SUPPLIES: AQUATICS
($100.00)
301285
01/11/2024
1896

SEASIDE ICE LLC
1798

SKATING RINK IN OLD TOWN
$19,042.50
601293
01/11/2024
1509

SHERRY BERRY MUSIC
PERF: 12/28/23
TICKET SERVICES AGREEMENT: JAZZ@THE MERC 12/28/23
$695.00
601414
01/25/2024
1509

SHERRY BERRY MUSIC
PERF:01/04/24
TICKET SERVICES AGREEMENT: JAZZ@THE MERC 1/4/24
$665.00
301351
01/18/2024
1787
SHRED IT US 1V LLC
8005654997
SHRED SERVICES: CITYWIDE
$269.54
301351
01/18/2024
1787
SHRED IT US 1V LLC
8005655101
DOCUMENT SHREDDING: PD
$46.58
601294
01/11/2024
2617

SIDI SEBASTIAN
111923
2024 PROMOTIONAL VIDEOS: ED
$1,600.00
601415
01/25/2024
1780

SILVERMAN ENTERPRISES INC
1924
SECURITY SVCS: ROTATION PARKS
$5,795.00
301375
01/25/2024
3596
EE # 547

COMPUTER LOAN PRGM

COMPUTER LOAN PROGRAM
$1,812.71
601416
01/25/2024
1061

SMART & FINAL INC
O1/16/24
MISC EVENT SUPPLIES: MPSC: TCSD
$173.63
601417
01/25/2024
3170
SMER RESEARCH 1 LLC
50028
DEC SOLAR GENERATION: VARI LOCATIONS
$24,565.74
601418
01/25/2024
2217

SOCIAL WORK ACTION GROUP
12312023A

OUTREACH SERVICES
$38,230.60

Check#
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601418
01/25/2024
2217

SOCIAL WORK ACTION GROUP
12312023B

OUTREACH SERVICES
$9,166.67
301286
01/11/2024
1153

SOUTH COAST AIR QUALITY MANAGEMENT DISTR
4277725
FY 23/24 FLAT FEE: LAST FY EMISSIONS: TPL
$160.35
301286
01/11/2024
1153

SOUTH COAST AIR QUALITY MANAGEMENT DISTR
4275508
FY 23/24 1 C E ELEC GEN DIESEL: TPL
$504.91
601295
01/11/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290001
ROUTINE PEST CONTROL: FACILITIES: PW
$52.00
601295
01/11/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290525
ROUTINE PEST CONTROL: FACILITIES: PW
$29.00
601295
01/11/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290589
ROUTINE PEST CONTROL: FACILITIES: PW
$59.00
601295
01/11/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290815
PEST CONTROL SERVICES: FIRE STATIONS
$74.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290462
PEST CONTROL SVCS: PARKS: PW
$49.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290975
PEST CONTROL SVCS: PARKS: PW
$70.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291566
PEST CONTROL SVCS: PARKS: PW
$49.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291368
ROUTINE PEST CONTROL: FACILITIES: PW
$90.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291045
ROUTINE PEST CONTROL: FACILITIES: PW
$123.00
601378
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291023
ROUTINE PEST CONTROL: FACILITIES: PW
$32.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291325
ROUTINE PEST CONTROL: FACILITIES: PW
$42.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291210
ROUTINE PEST CONTROL: FACILITIES: PW
$74.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291033
ROUTINE PEST CONTROL: FACILITIES: PW
$120.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291043
ROUTINE PEST CONTROL: FACILITIES: PW
$90.00
601377
01/18/2024
1055

SOUTH COUNTY PEST CONTROL INC
0290773
EMERGENCY PEST CONTROL SVCS: PARKS: PW
$94.00
601419
01/25/2024
1055

SOUTH COUNTY PEST CONTROL INC
0291129
PEST CONTROL SERVICES: FIRE STATIONS
$80.00
301287
01/11/2024
1704

SOUTHERN CALIFORNIA TELEPHONE COMPANY
45949240101
JAN GEN USAGE: 0141,0839,0978,0979
$343.90
301288
01/11/2024
1028

STADIUM PIZZA INC
1148
RFRSHMNTS: MTG: ECON DEV
$598.74
301290
01/11/2024
1708

STANDARD INSURANCE COMPANY
Ben349935

VOLUNTARY SUPP LIFE INSURANCE PAYMENT
$2,006.63
301289
01/11/2024
1431

STANDARD INSURANCE COMPANY
Ben349929

BASIC LIFE INSURANCE PAYMENT
$12,064.13
301291
01/11/2024
1452

STAPLES BUSINESS CREDIT
7620281028-0-1
MISC OFC SUPPLIES: PW
$137.39
601379
01/18/2024
1263

STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
693429a
OCT FINGERPRINTING SVCS: VOLUNTEERS: TCSD
$343.00
601379
01/18/2024
1263

STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
693429b
OCT FINGERPRINTING SVCS: CONTRACT CLASSES: TCSD
$49.00
601379
01/18/2024
1263

STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
693429c
OCT FINGERPRINTING SVCS: POLICE
$4,015.00
301352
01/18/2024
1179

STATE WATER RESOURCES CONTROL BOARD
WD-0263174
STORM WATER PERMIT: 115/FVP: PW16-01
$2,509.00
301376
01/25/2024
1179

STATE WATER RESOURCES CONTROL BOARD
WD-0263012
STORM WATER PERMIT: NICOLAS-CALLE GIRASOL
$2,509.00
301376
01/25/2024
1179

STATE WATER RESOURCES CONTROL BOARD
WD-0263216
STORM WATER PERMIT: SANTA GERTRUDIS: PW08-04
$2,509.00
301376
01/25/2024
1179

STATE WATER RESOURCES CONTROL BOARD
SW-0286987
STORM WATER PERMIT: MARGARITA REC CTR: PW17-21
$548.00
301376
01/25/2024
1179

STATE WATER RESOURCES CONTROL BOARD
WD-0263178
STORM WATER PERMIT: DIAZ ROAD IMPROVEMENT: PW17
$1,935.00
301353
01/18/2024
1912

STEIN ANDREW
29232

MISC MARKETING MERCHANDISE
$3,198.91
601380
01/18/2024
1376

STENO SOLUTIONS TRANSCRIPTION SERVICES INC
43706
TRANSCRIPTION SVCS: TEM SHERIFF
$49.14
601381
01/18/2024
1231

STRONG GARY
12/14/23
PAINTING SVCS: STREET CLOSURE GATES: PW
$1,800.00
601382
01/18/2024
1712

STUART JENNIFER
3400-3450.2013rd

TCSD INSTRUCTOR EARNINGS
$12,240.00
301354
01/18/2024
1445

SUN CITY GRANITE INC
27770
PLAQUE: MRC: PW
$727.54
301355
01/18/2024
3528

SUNSHINE HEALTH
O1/05/24
REFUND: APPEAL FEE DEPOSIT
$2,719.00
301292
01/11/2024
2261

T MOBILE USA INC
9555495115
GPS LOCATE: TEM SHERIFF
$100.00
301292
01/11/2024
2261

T MOBILE USA INC
9556031033
TIMING ADVANCE: TEM SHERIFF
$25.00
301356
01/18/2024
2261

T MOBILE USA INC
9556234871
GPS LOCATE: TEM SHERIFF
$50.00
301293
01/11/2024
3491
EE # 629
12/14/23
REIMB: PROMOTIONAL PROGRAM
$54.74
601420
01/25/2024
1113
TEAMSTERS LOCAL911
5015.00

UNION MEMBERSHIP DUES PAYMENT
$5,015.00
601296
01/11/2024
3355

TECH DATA CORPORATION
S1636613
AUTOCAD RENEWAL:PUBLIC WORKS
$7,182.26
601383
01/18/2024
1257

TEMECULA SUNRISE ROTARY FOUNDATION
O1/02/24
BUS BENCH PLACEMENT & MAINT: PW
$2,030.62
601291
01/11/2024
1265

TEMECULA VALLEY SECURITY CENTER
54682
SAFE: MPSC: TCSD
$977.66
601376
01/18/2024
1265

TEMECULA VALLEY SECURITY CENTER
54669
LOCKSMITH SERVICES: FACILITY MAINTENANCE
$46.22
601411
01/25/2024
1265

TEMECULA VALLEY SECURITY CENTER
54686
LOCKSMITH SERVICES: FACILITY MAINTENANCE
$241.43
301294
01/11/2024
1234

TEMECULA WINNELSON COMPANY
29991101
PLUMBING SUPPLIES: PARKS
$1,137.80
301294
01/11/2024
1234

TEMECULA WINNELSON COMPANY
300175 01
PLUMBING SUPPLIES: PARKS
$169.53
301294
01/11/2024
1234

TEMECULA WINNELSON COMPANY
300505 01
PLUMBING SUPPLIES: PW FACILITIES
$46.01
301357
01/18/2024
1234

TEMECULA WINNELSON COMPANY
301243 01
PLUMBING SUPPLIES: PARKS
$220.02
301295
01/11/2024
2668

THE MEADOWS INC
12/13/23
VOLUNTEER APPRECIATION DINNER: TEM SHERIFF
$4,428.00
601297
01/11/2024
3351

THEATER FOUNDATION THE
FY 23/24 CSF 2ND PMT

COMMUNITY SERVICE FUNDING REINVESTMENT
$16,250.00
301296
01/11/2024
1434

THESSALONIKA FAMILY SRVCS AKA RANCHO DAM
FY 23/24 CSF

COMMUNITY SERVICE FUNDING REINVESTMENT
$45,000.00
301303
01/11/2024
1033

THOMSON REUTERS
849517490
SOFTWARE SUBSCRIPTION: PO
$1,179.86
601298
01/11/2024
1936

TIERCE NICHOLAS
NTOTTCCT-2024-01
GRAPHIC DESIGN: THEATER: TCSD
$4,980.00
601299
01/11/2024
2421

TITAN RENTAL GROUP INC
47680
GENERAL: EVENT RENTALS: TEAM PACE
$2,646.39
601421
01/25/2024
2421

TITAN RENTAL GROUP INC
47179
CANOPIES & EQUIP RENTAL: SPECIAL EVENTS: TCSD
$959.35
601300
01/11/2024
2089

TNT ENTERTAINMENT GROUP LLC
23667
DJ/MC/SOUND SERVICES: SPECIAL EVENTS: TCSD
$22,000.00
601384
01/18/2024
1152

TOP LINE INDUSTRIAL SUPPLY LLC
464622
MAINTENANCE SUPPLIES: STREET MAINTENANCE: PW
$92.89
301358
01/18/2024
1362

TORRES BENJAMIN
10/20/23
VAN UPHOLSTERY REPAIR: PW FACILITIES
$595.12
601385
01/18/2024
2410
EE # 534
REIMB: 10/26-10/27
REIMB: CCAC CONF: 10/26-10/27/23
$601.10
301297
01/11/2024
2006

TRAFFIC MANAGEMENT INC
1067425
TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD
$30,906.75
301297
01/11/2024
2006

TRAFFIC MANAGEMENT INC
1064750
TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD
$1,000.00
301297
01/11/2024
2006

TRAFFIC MANAGEMENT INC
1066304
TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD
$12,400.00
301297
01/11/2024
2006

TRAFFIC MANAGEMENT INC
1050432
TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD
$8,400.00
601422
01/25/2024
1555

TV CONVENTION AND VISITORS BUREAU
NOV'23
NOV'23 BUS. IMPRV DISTRICT ASMNTS
$204,099.94
601301
01/11/2024
1876

TWM ROOFING INC
12/14/23 FIRE
ROOF MAINTENANCE: FIRE STATIONS
$12,850.00
601302
01/11/2024
2340

TWOS COMPANY INC
2409403
MISC SUPPLIES GIFT SHOP: TCSD
$282.00
601303
01/11/2024
1003

TYLER TECHNOLOGIES INC
045-449898
FINANCIAL SOFTWARE UPGRADE: FINANCE
$1,400.00
301298
01/11/2024
1350
U S BANK CM-9690
7164758
TRUSTEE ADMIN FEES:'17 BONDS
$3,880.00
301359
01/18/2024
3222

ULTRA SHINE INC
1689A

JANITORIAL SVCS FACILITIES MAINT
$26,483.53
301359
01/18/2024
3222

ULTRA SHINE INC
1689C
JANITORIAL SVCS FACILITIES MAINT: PARKS
$719.83
301359
01/18/2024
3222

ULTRA SHINE INC
1750E

JANITORIAL SVCS FACILITIES MAINT
$881.21
301359
01/18/2024
3222

ULTRA SHINE INC
1695
CLEANING SVCS: SENIOR CENTER: PW
$3,735.00
601386
01/18/2024
1432

UNDERGROUND SERVICE ALERT OF SOUTHERN CF
23-242371
DEC DIG SAFE BILLABLE TIX: PW
$87.04
601386
01/18/2024
1432

UNDERGROUND SERVICE ALERT OF SOUTHERN CF
1220230743
DEC DIG SAFE BRD BILLABLE TIX: PW
$230.50
301299
01/11/2024
1131

UNITED RENTALS NORTH AMERICA INC
226666421-001
FORKLIFT RENTAL, PARKING GARAGE: PW
$14.31
301360
01/18/2024
1131

UNITED RENTALS NORTH AMERICA INC
228621157-001

LIGHT TOWERS FOR PW STREET MAINTENANCE
$31,657.13

Check#
Check Date
Vendor # Vendor
Invoice #
Description
Invoice Net
301300
01/11/2024
3498 EE # 628
12/18/23
REFUND: RFRSHMNTS: COM DEV
$340.00
601387
01/18/2024
2941 VAN OTTERLOO INC
178484

VEHICLE MAINTENANCE -STREET MAINTENANCE
$215.85
601423
01/25/2024
1498 VISION ONE, INC.

INV-75064
TICKETING SERVICES: THEATER: TCSD
$3,781.60
601304
01/11/2024
2034 WADDLETON JEFFREY L
1178
HIGH HOPES DJ SVCS: TCSD
$525.00
601304
01/11/2024
2034 WADDLETON JEFFREY L
1183
HIGH HOPES DJ SVCS: TCSD
$525.00
601304
01/11/2024
2034 WADDLETON JEFFREY L
1184
HIGH HOPES DJ SVCS: TCSD
$525.00
301301
01/11/2024
1439 WALMART
O1/03/24
MISC SUPPLIES: CRC: TCSD
$97.77
301301
01/11/2024
1439 WALMART
12/06/23B
MISC SUPPLIES: CRC: TCSD
$217.28
301361
01/18/2024
1439 WALMART
O1/05/24
MISC SUPPLIES: TVM: TCSD
$93.24
301361
01/18/2024
1439 WALMART
O1/12/24
HOSPITALITY SUPPLIES: THEATER: TCSD
$237.47
601424
01/25/2024
1119 WATER SAFETY PRODUCTS INC
F3304531
CPR SUPPLIES: AQUATICS: TCSD
$1,148.41
301362
01/18/2024
1102 WAXIE SANITARY SUPPLY INC
82184534
JANITORIAL SVCS FACILITY MAINT: PW
$190.53
301302
01/11/2024
2230 WEBB MUNICIPAL FINANCE LLC
ARIV0000086
QTR 1 FY 23/24 CFD ADMIN SVCS
$13,415.86
601388
01/18/2024
3318 WEILAND DESIGN GROUP INC
23-050 #3
LANDSCAPE CONCEPT PLAN/DESIGN: PARKS: PW
$90.30
601425
01/25/2024
1782 WESTERN AV
19994
AV EQUIP:OLD TOWN & VARIOUS FACILITIES-CIP IT20-01
$1,572.53
601426
01/25/2024
1782 WESTERN AV
19960

PURCHASE AND INSTALL TV IN CLASSROOM AT MRC - CIP
$6,045.84
301304
01/11/2024
2322 WEX BANK
94369921
12/07-01/06 FUEL USAGE: POLICE
$2,378.42
301363
01/18/2024
2175 WHITE CAP LP
50024970481
ASPHALT SUPPLIES: STREET MAINT
$510.02
301305
01/11/2024
2069 WONDER SCIENCE
1850.101-1850.102

TCSD INSTRUCTOR EARNINGS
$1,568.00
301364
01/18/2024
2069 WONDER SCIENCE
1850.103-1850.104

TCSD INSTRUCTOR EARNINGS
$4,060.00
Total
$3,458,518.96

Item No. 4

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Adopt Resolution Approving Agreement Pursuant to Government Code Section 66462.5 Between City of Temecula and SB Altair, LLC and Brookfield Temecula, LLC Regarding Acquisition of Property Interests in Connection with Vincent Moraga Improvements
PREPARED BY: Ron Moreno, Assistant Director of Public Works Anissa Sharp, Management Analyst
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 AGREEMENT PURSUANT TO
GOVERNMENT CODE SECTION 66462.5 BETWEEN SB

ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND

CITY OF TEMECULA FOR ACQUISITION OF CERTAIN

PROPERTY INTERESTS (VINCENT MORAGA

IMPROVEMENTS)

2. Authorize the City Manager to execute all necessary documents and take all steps necessary to effectuate the purposes of the Agreement.

BACKGROUND: On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan #15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049,

940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007.

On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company (collectively, the "Developer") are the successors to the interests of Temecula West Village, LLC in connection with the Development Agreement ("Altair Project") on that certain real property owned by the Developer and described more particularly in ATTACHMENT 1 to the Development Agreement ("Developer Property").

The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan # 15 and the Development Agreement, including, without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44 and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping. The City originally approved the Development Agreement between the City of Temecula and Temecula West Village, LLC pursuant to Ordinance No. 18-01. The Development Agreement was recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. Developer SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company and SB Altair LLC's operation manager (collectively "Developer") are the successors to certain of these approved applications for development and propose to construct the Altair Project ("Altair Project" or "Development Project").

To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to certain conditions set forth on the Final Conditions of Approval, approved by City Council at the January 9, 2018 meeting. Specifically, Condition 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain off -site public improvements in connection with the Rancho California Road and Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements").

Construction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or the City (hereby referenced as "Off -site Properties") described in the Exhibits to the attached Agreement Pursuant to Government Code Section 66462.5 Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements) ("Agreement"). The property interests required from the Off -site Properties include certain temporary construction easements, permanent easements, and right of way dedications in connection with the Vincent Moraga Improvements.

Pursuant to Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on off -site

property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire the necessary off -site property interests by eminent domain or such off -site improvement conditions will be waived. Pursuant to Government Code Section 66462.5(c), a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property interests. The City and the Developer negotiated the terms of the attached Agreement Pursuant to Government Code Section 66462.5.

The Agreement includes the following terms:
• It outlines the steps the City will follow to acquire the Off -site Property Interests.

Under the Agreement, the City has exclusive control of the acquisition of the Off - site Property Interests, and the sole and exclusive discretion to adopt a resolution of necessity to authorize the acquisition of said property interests by eminent domain.
• It provides that the City and the Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off -site Property Interests. • It provides that the Developer is solely responsible for all costs relating to the acquisition of the Off -site Property Interests.
• It provides that the Developer will deposit $80,000 with the City. The City will deposit said sum in a Separate Fund that will be used towards the acquisition costs.

Developer is required to maintain the balance in the Separate Fund at $20,000. • It also provides that if the Devleoper independently acquires any of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by the City, the Developer will immediately notify the City. In such case, the City will take steps to abandon all or any unnecessary part of the proceeding(s).

The Developer is responsible for any and all costs relating to any such abandonment, including all costs, expenses, and/or damages related thereto, including but not limited to condemnee's recoverable costs and/or recoverable attorneys' fees under Code of Civil Procedure Seciton 1268.610 et seq.

Acquisition of the specified Off -site Property Interests are necessary to construct the Vincent Moraga Improvements.

FISCAL IMPACT: SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company are responsible for all of the City's acquisition costs pursuant to that certain Agreement Pursuant to Government Code Section 66462.5.

ATTACHMENTS: 1. Resolution

2. Acquisition Agreement

RESOLUTION NO.2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING AGREEMENT PURSUANT
TO GOVERNMENT CODE SECTION 66462.5 BETWEEN SB

ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND

CITY OF TEMECULA FOR ACQUISITION OF CERTAIN

PROPERTY INTERESTS (VINCENT MORAGA

IMPROVEMENTS)

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

Section 1. Findings.

A. The City of Temecula (the "City") is a municipal corporation, located in the County of Riverside, State of California.

B. On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan # 15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049, 940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007.

C. On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals
D. SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company (collectively, the "Developer") are the successors to the interests of Temecula West Village, LLC in connection with the Development Agreement ("Altair Project") on that certain real property owned by the Developer and described more particularly in ATTACHMENT I to the Development Agreement ("Developer Property").

E. The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan #15 and the Development Agreement, including, without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44

and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping.

F. To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to certain conditions set forth on the Final Conditions of Approval, approved by City Council at the January 9, 2018 meeting. Specifically, Conditions 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain off -site public improvements in connection with the Rancho California Road and Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements").

G. Construction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or the City (hereby referenced as "Off -site Property Interests") described in the Exhibits to the attached Agreement Pursuant to Government Code Section 66462.5 Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements) ("Agreement"). The Off -site Property Interests include certain temporary construction easements, permanent easements, and right of way dedications in connection with the Vincent Moraga Improvements.

H. Pursuant to California Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on off -site property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire off -site property by eminent domain or such off -site improvement conditions will be waived. Pursuant to Government Code Section 66462.5(c), a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property.

The City and the Developer negotiated the terms of the attached Agreement pursuant to Government Code Section 66462.5.

L Code of Civil Procedure, Section 1240.010 provides that "[t]he power of eminent domain may be exercised to acquire property only for a public use. Where the Legislature provides by statute that a use, purpose, object, or function is one for which the power of eminent domain may be exercised, such action is deemed to be a declaration by the Legislature that such use, purpose, object, or function is a public use." Government Code Section 66462.5(c) authorizes a city and a developer of a project, for which the construction of offsite improvements are required, to enter into an agreement requiring the developer to complete the improvements pursuant to Government Code Section 66462 at such time as the city acquires an interest in the land that will permit such improvements to be constructed. Government Code Section 66462.5(a) provides that a city or county may "acquire by negotiation or commence eminent domain proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article (commencing with Section 1255.410) of Chapter 6 of that title."
J. Under the Agreement, the City will follow the pre -acquisition steps for acquisition of the Off -site Property Interests. The Agreement provides that the City has exclusive

control of the acquisition of the Off -site Property Interests, and the sole and exclusive discretion to adopt a resolution of necessity to authorize the acquisition of said property interests by eminent domain. The Agreement also provides that the City and the Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off -site Property Interests. It provides that the Developer is solely responsible for all costs relating to the acquisition of the Off -site Property Interests. It provides that the Developer will deposit $80,000 with the City. The City will deposit said sum in a Separate Fund that will be used towards the acquisition costs. The Developer is required to maintain the balance in the Separate Fund at $20,000. It also provides that if the Developer independently acquires any of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by the City, the Developer will immediately notify the City. In such case, the City will take steps to abandon all or any unnecessary part of the proceeding. Developer is responsible for any and all costs relating to any such abandonment, including all costs, expenses, and/or damages related thereto, including but not limited to condemnee's recoverable costs and/or recoverable attorneys' fees under Code of Civil Procedure Section 1268.610 et seq.

Section 2. Approval of Agreement. The City hereby approves that Government Code Section 66462.5 Agreement Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements).

Section 3. City Manager Authority. The City Manager is authorized to execute the Agreement in substantially the form attached hereto to take necessary steps to effectuate the purposes of the Agreement.

Section 4. 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 13t" day of February, 2024.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5

BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC

AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN REAL

PROPERTY INTERESTS (RANCHO CALIFORNIA ROAD AND

VINCENT MORAGA IMPROVEMENTS)
This Agreement Pursuant to Government Code Section 66462.5 BETWEEN SB ALTAIR,

LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR

ACQUISITION OF CERTAIN REAL PROPERTY INTERESTS (VINCENT MORAGA IMPROVEMENTS) (the "Agreement") is entered into between SB ALTAIR, LLC, a Delaware limited liability company and BROOKFIELD TEMECULA, LLC, a Delaware limited liability company (collectively hereinafter called "Developer"), on the one hand, and the CITY OF TEMECULA, a municipal corporation ("City"), on the other hand. This Agreement is effective on the date it is fully executed (the "Effective Date"). Developer and City are sometimes jointly referred to in this Agreement as the "Parties."
In consideration of the Recitals below, the mutual covenants set forth in this Agreement, and for the further consideration described in this Agreement, the Parties agree as follows:

1. Recitals. The Parties hereto acknowledge and agree that this Agreement is made with respect to the following facts and purposes that each of the parties agrees to be true and correct.

A. On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan #15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049, 940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007.

B. On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals.

C. Developer is the successor to the interests of Temecula West Village, LLC in connection with the Development Agreement on that certain real property owned by Developer and described more particularly in ATTACHMENT 1 to the Development Agreement ("Developer Property").

D. The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan 415 and the Development Agreement, including, -1-

without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44 and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping.

E. To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to the construction of certain Off -Site Improvements consisting of improvements to certain portions of Vincent Moraga, Rancho California Road and Western Bypass Road. Specifically, Conditions 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain Off -Site public improvements in connection with the Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements"):

Description of Public Improvements. Complete engineering design and construct full Vincent Moraga Improvements.

Condition 171. Developer, at its sole cost, shall design and improve Vincent Moraga Road to ensure that all driveways providing access from the right-of-way to adjoining properties shall be allowed for safe ingress and/or egress. Improvements may include, but not be limited to, truck deceleration, acceleration, and turn -in lanes. The improvements shall conform to the standards adopted by the City of Temecula for public roadway and rights of way consistent with the Specific Plan and the Tentative Tract Map.

Condition 172. Developer, at its sole cost, shall fund the acquisition and installation of traffic signals and related roadway and right of way improvements, when warranted. The design and installation shall conform to the standards adopted by the City of Temecula, consistent with the Specific Plan and the Tentative Tract Map.

Condition 204. Acquisition of right-of-way on the east side of Vincent Moraga between Felix Valdez and Rancho California Road and construction of the designed Western Bypass Corridor northbound right turn lane improvements within this road segment.

Condition 205. Acquisition of right-of-way on the south side of Rancho California Road between Vincent Moraga Drive and the Murrieta Creek Bridge and construction of all intersection improvements within this road segment including an additional westbound left turn lane on Rancho California Road to Vincent Moraga Drive.

Condition 206. Traffic signal and utility relocation where needed and construction of the ultimate build -out of the Rancho California Road, Diaz Road and Vincent Moraga Drive intersection.
-2-

Condition 207. Construction of the designed onsite Western Bypass Corridor Phase 1 improvements from the project's northern property line to the future Altair Vista intersection.

Condition 211. Acquisition of right-of-way on the west side of Vincent Moraga Drive between Felix Valdez and Rancho California Road and construction of the designed Western Bypass Corridor improvements within this road segment.

Condition 212. Acquisition of right-of-way on the east side and west side of Vincent Moraga Drive between Felix Valdez and Ridge Park Drive and construction of the designed Western Bypass Corridor improvements within this road segment.

F. Satisfaction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or City (hereby referenced as "Off -site Property Interests"). The Off -site Property Interests required to satisfy the Final Conditions of Approval consist of certain real property interests more particularly described and depicted collectively on Exhibit 1 through Exhibit 17, which are attached hereto and incorporated herein by this reference. Developer has negotiated the acquisition of the necessary property interests from four (4) of the parcels required for the Vincent Moraga Improvements.

G. Pursuant to California Government Code Section 66462.5, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on off -site property not owned or controlled by a developer, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire off -site property by eminent domain or such off -site improvement conditions will be waived. Pursuant to said Section 66462.5, a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property.

H. Developer has requested that City acquire the Off -site Property Interests pursuant to Government Code Section 66462.5 or waive such conditions.

I. Developer has provided credible evidence that Developer has made a good faith effort to acquire the Off -site Property Interests but has been unable to do so by negotiated purchase.

J. City is authorized to acquire property by eminent domain for public use, namely for public street purposes and all uses necessary or convenient thereto, pursuant to Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 37353, 40401, and 40404, Code of Civil Procedure Section 1230.010 et seq., and other provisions of law. Code of Civil Procedure, Section 1240.010 provides that "[t]he power of eminent domain may be exercised to acquire property only for a public use. Where the Legislature provides by statute that a use, purpose, object, or function is one for which the power of eminent domain may be exercised, such action is deemed to be a declaration by the Legislature that such use, purpose, object, or function is a public use." Government Code Section 66462.5(c) authorizes a city and a developer of a project, for which the construction of offsite improvements are required, to enter into an agreement requiring the developer to complete the improvements pursuant to Government -3-

Code Section 66462 at such time as the city acquires an interest in the land that will permit such improvements to be constructed. Government Code Section 66462.5(a) provides that a city or county may "acquire by negotiation or commence eminent domain proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article (commencing with Section 1255.410) of Chapter 6 of that title."
K. City must comply with the Relocation Assistance Act, Government Code Section 7260 et seq., and the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.), and their implementing regulations, in acquiring property for public improvements ("Public Land Acquisition Statutes").

L. To facilitate the satisfaction of the condition of approval, City and Developer now mutually desire to enter into this Agreement under Government Code Section 66462.5 concerning acquisition of the Off -site Property Interests and to allocate responsibility between the respective Parties.

M. This Agreement is solely made in furtherance of the authority granted under Government Code Section 66462.5. The Parties recognize that City cannot exercise its power of eminent domain until City has satisfied all legally required preconditions under the Public Land Acquisition Statutes, including the adoption of a Resolution of Necessity by the City Council in accordance with applicable law. This Agreement is neither a commitment nor an announcement of an intent by City to acquire any or all of the Off -site Property Interests that may be identified in this Agreement. In the event the City Council, in its sole discretion, adopts a Resolution of Necessity after the required public hearing authorizing the acquisition of the Off -site Property Interests by eminent domain, and elects to commence an eminent domain proceeding, then City will cause the eminent domain proceeding for the acquisition of the Off -site Property Interests (whether fee, leasehold, easement, or otherwise) in and to the Off -site Property Interests to be filed and expeditiously processed to completion by and through the use of City's power of eminent domain.

2. City Acquisition of Off -site Property Interests.

A. Developer agrees that City will exercise exclusive control of the acquisition of the Off -site Property Interests and, if necessary, any eminent domain proceeding filed to acquire the Off -site Property Interests.

B. Subject to Developer's timely and continuous performance of all elements of this Agreement, City will proceed with the following steps in connection with the proposed acquisition of the Off -site Property Interests:
(1) City will obtain an appraisal of the Off -site Property Interests in accordance with the requirements of the Public Land Acquisition Statutes. (2) City will, in good faith, negotiate with the current owners of the Off -site Property Interests to attempt to acquire the Off -site Property Interests without the necessity of an eminent domain proceeding.

(3) If such negotiations prove unsuccessful, City Staff will schedule a hearing for the City Council to consider the adoption of a resolution of necessity for acquisition of the Off - Site Property Interests in accordance with applicable law. The City Attorney's Office will file condemnation proceedings for the purpose of acquiring the Off -site Property Interests by eminent domain if. (1) the City Council, in its sole and exclusive discretion, determines that the City has complied with the Public Land Acquisition Statutes; (2) the City Council considers all of the facts presented at any hearing scheduled for the consideration of the adoption of a resolution of necessity; (3) the City Council, in its sole and exclusive discretion, makes the findings necessary for adoption of a resolution of necessity under the Eminent Domain Law; and (4) the City Council, in its sole and exclusive discretion, determines to adopt a resolution of necessity by the required votes.
(4) If the City Council adopts a resolution of necessity, the City Attorney's office will file, on behalf of the City, an eminent domain proceeding promptly following the adoption of such resolution of necessity and will diligently prosecute such proceeding.

C. City and Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off - site Property Interests.

D. Developer agrees that City will exercise exclusive control of the acquisition of the Off -site Property Interests and, if necessary, any eminent domain proceeding filed to acquire the Off -site Property Interests, including but not limited to, exclusive control regarding the selection of consultants, experts, litigation, and settlement. Notwithstanding the foregoing, Developer shall be presented with any settlement demand provided by any party associated with the Off -site Property Interests., and City shall reasonably consider Developer's input on whether to accept any such settlement demand.

E. Developer agrees that the City Attorney's Office and any experts or consultants retained on behalf of City in connection with any such eminent domain proceeding do not represent Developer in any capacity and further that Developer is not a third -party beneficiary.

F. The Parties further agree that this Agreement can be terminated by City if the court determines in any condemnation proceeding that City does not have the right to take the Off -site Property Interests by eminent domain in accordance with the Eminent Domain Law, or if City determines, in its sole and exclusive discretion, not to adopt a resolution of necessity.

3. Developer Responsible for All Costs of Acquisition. Developer is solely responsible for all actual direct and indirect out-of-pocket costs (indirect costs shall include, for example, postage and other miscellaneous expenses, but shall not include items such as overhead, salaries, or other ordinary costs of doing business) of the Off -site Property Interest acquisitions, which include, but are not limited to, the costs of title reports and/or litigation guarantees, appraisal costs, litigation expenses, costs for experts and consultants, court costs, attorneys' fees, deposits necessary to take immediate possession of the Off -site Property Interests, deposits reflecting settlement of any suit filed by the City pursuant to a stipulation for entry of judgment and final order of condemnation or settlement agreement, compensation required by a jury verdict as to the value of said Off -site Property Interests, payments for land and improvements on the land, severance damages, fixtures -5-

and equipment payments, payments for loss of business goodwill, relocation benefits, precondemnation damages, relocation expenses, abandonment costs or damages, the statutory costs and litigation expenses of the owners of the Off -site Property Interests authorized by the Eminent Domain Law and Public Land Acquisition Statutes, and any and all fees, costs, and expenses arising from or related to any of the foregoing items, actions, and proceedings. The City's attorneys, paralegals, and other legal staff or consultants shall not charge Developer a higher hourly rate than what the City is charged for similar work.

4. Limitations on City's Ability to Acquire Of -site Property Interests; Time Waiver. The Parties hereto recognize that if the City Council, in its discretion, adopts a resolution of necessity or resolutions of necessity and authorizes the filing of an eminent domain proceeding, City may not be able to obtain title to the Off -site Property Interests within the time set forth in Government Code Section 66462.5. In recognition of this potential circumstance, the Parties hereby waive the time requirements for action by City as set forth in Government Code Section 66462.5.

5. Deposit of Costs. Concurrently with the execution of this Agreement, Developer will deliver to City the sum of $80,000 (Eighty Thousand Dollars). City agrees to deposit said sum in a separate City account ("Separate Fund") and to use the principal sum, and any interest earned thereon, in furtherance of satisfying the costs specified in this Agreement.

A. City will, on a monthly basis, or as often as City deems necessary, provide Developer with an accounting of disbursements from the Separate Fund established pursuant to this Section. In the event disbursements reduce the balance of the fund to $5,000 (Five Thousand Dollars) or less, Developer, within ten (10) business days following a written request by City, will deliver to City such additional monies as are necessary to maintain the balance in the separate fund at $20,000.

B. Developer agrees to deliver to City, promptly upon demand by City, the entire amount City determines is required by the Eminent Domain Law ("Deposit Amount"), which amount City will deposit with the State Condemnation Fund under Code of Civil Procedure Section 1255.010 et seq. if City and Developer agree that City should seek prejudgment possession of the Off -Site Property Interests. The Deposit Amount may be paid from the Separate Fund, subject to the terms of 5.A above. If during the course of the eminent domain proceeding, City's expert valuation witness or the court determines that the fair market value of the Off -site Property Interests is higher than the Deposit Amount, Developer will deliver this additional amount to City for deposit in the Separate Fund upon ten (10) business days following a written request by City or as ordered by any court of competent jurisdiction. City will promptly deposit this additional amount with the State Condemnation Fund or as ordered by the court.

C. If for any reason Developer fails to maintain the Separate Fund balance referenced in this Section, or fails to provide the monies as required herein, City may utilize and draw down all or any portion of the improvement security deposited with City to ensure completion of the Vincent Moraga Improvements to pay any of the costs and expenses referenced herein for acquisition of the Off -site Property Interests. City will not commence any activity under or in furtherance of this Agreement until Developer provides City and City agrees with and approves a written acknowledgment from both the Developer and the person, firm, or entity who has provided

the referenced security that: (i) City may make a demand on the security for the purposes described in this Agreement; (ii) the surety will promptly pay such monies to City upon City's demand.

D. When any and all eminent domain proceedings that were commenced pursuant to this Agreement are concluded, City will remit to Developer the balance of the Separate Fund within sixty (60) days after full payment of just compensation, costs, and all applicable litigation expenses have been made in connection with the acquisition of said Off -site Property Interests. In addition, City will expeditiously withdraw any funds remaining on deposit with the State Condemnation Fund if any eminent domain proceeding is dismissed or abandoned. In the event Developer contests any portion of the final accounting, the Parties shall work together in an effort to resolve the issues raised within thirty (30) days from the transmittal of the objection by Developer. If the Parties are unable to resolve the issues concerning the final accounting, the Parties agree to participate in at least one mediation session within ninety (90) days of the transmittal of the written objection by Developer before filing any lawsuit. Unless otherwise agreed upon, the costs of any such mediation shall be the sole responsibility of Developer.

6. Developer Acquisition of Off -Site Property Interests. If Developer should independently acquire all or any portion of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by City, Developer will immediately notify City of the acquisition. In such case, City will move to abandon or otherwise cooperate in the dismissal of all or any unnecessary part of the eminent domain proceeding relating to any portion of the Off - site Property Interests acquired by Developer by negotiation when title to said property is vested in Developer or City. If a complete or partial abandonment is filed, Developer will bear any and all costs, expenses, and/or damages related thereto, including, but not limited to, any condemnee's recoverable costs and/or recoverable attorneys' fees pursuant to Code of Civil Procedure Section 1268.610 et seq.

7. Miscellaneous.

A. Notices. All notices and demands will be given in writing by certified or registered mail, postage prepaid, and return receipt requested, or by overnight carrier. Notices will be considered given upon the earlier of (a) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (b) one (1) business day following deposit with an overnight carrier service. The Parties will address such notices as provided below or as may be amended by written notice:

City: CITY OF TEMECULA
41000 Main Street
Temecula, CA 92590
Attention: City Manager
Copy to: RICHARDS, WATSON & GERSHON
350 South Grand Avenue, 37th Floor
Los Angeles, CA 90071
Attention: Peter M. Thorson, City Attorney
Developer: SB ALTAIR, LLC
-7-

Copy to:
-.ZZeo
5F'-4 Z!o
Attention: Grp• rev[
and
BROOKFIF..LD TEMECULA LLC
Attention: orc..-'v �.y

NOSSAMAN LLP
18101 Von Karman Ave., Suite 1800
Irvine, CA 92612
Attention: Brad Kuhn
B. Further Cooperation. Each party to this Agreement agrees to cooperate by performing any further acts and by executing and delivering any and all additional monies, items, or documents which may be reasonably necessary to carry out the terms and provisions of this Agreement, and each party to this Agreement agrees that it will not act in any manner whatsoever which would hinder, impede, interfere, or prohibit, or make more onerous or difficult the performance of the other party hereto under this Agreement.

C. Amendments. Any amendments to this Agreement will be effective only by a writing executed by the Parties to this Agreement.

D. 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.

E. Entire Agreement. This Agreement contains the entire agreement between the City and Developer regarding the subject matter of this Agreement.

F. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, successors -in -interest, and assigns of the Parties hereto.

G. Counterparts, Facsimile and Electronic Signatures, This Agreement may be executed in whole or in counterparts, which together will constitute the entire Agreement.

Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered.

H. Legal_ Representation. Each of the Parties acknowledge that in connection with the negotiation and execution of this Agreement, they have each been represented by independent counsel of their own choosing and the Parties executed this Agreement after review by such independent counsel. The Parties further acknowledge that, prior to executing this Agreement, each of the Parties has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters that are the subject of said Agreement.

I. Attorneys' Fees. If either of the Parties hereto incurs attorneys' fees in order to enforce, defend, or interpret any of the terms, provisions, or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration, or settlement will be entitled to recover reasonable attorneys' fees from the other party.

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

K. No Agency or Joint Venture. The terms and provisions of this Agreement will not cause the Parties hereto or any of each Parties' agents, consultants, contractors, or other providers of professional services to be construed in any manner whatsoever as partners, joint venturers, or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge, or expense of the other party to this Agreement.

L. Time of Essence. Time is expressly made of the essence of each and every provision of this Agreement.

M. Remedies. No remedy or election hereunder will be deemed to be exclusive but will, wherever possible, be cumulative with all other remedies at or in equity.

N. Venue. Venue for any action arising directly or indirectly under this Agreement will be in the Superior Court of Riverside County, California. [SIGNATURES ON NEXT PAGE]
562

IN WITNESS WHEREOF, the Parties hereof have executed and entered into this Agreement as of the date set forth below.

Developer

SB ALTAIR, LLC,
a Delaware limited liability company
By: BROOKFIELD TEMECULA LLC
a Delaware limited liability company
Its: Operations Member
1-7,3-2,4
By: (" - ---
Nicole Burdette
Title: President
ent

DEVELOPER'S SIGNATURES MUST BE

NOTARIZED
CITY OF TEMECULA, a municipal
corporation
Date:

By:

James Stewart
e4wa", Mayor
Attest:

Randi Johl, City Clerk
Approved as to form:

Peter M. Thorson, City Attorney

ACKNOWLEDGMENT
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 j 0 nM M 9-1) 1202 before me, YU pN PA _r NUM IM... PMM i C (insert name a d title of the icer)
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.

JENNA MW PAPA
WITNESS my and and official seal. Notary Public - California Orange County
Commission N 2370117
*my Comm. Expires Aug 7, 2029

EXHIBIT 1

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 1 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD AND VINCENT MORAGA DRIVE
BEING A PORTION OF PARCEL 1 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1, BEING THE BEGINNING OF A 1499.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15°29'50" EAST (SOUTH 15°29'26" EAST PER SAID PARCEL MAP 12549); THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1 AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 07028" 5" A DISTANCE OF 195.45 FEET TO THE EASTERLY LINE OF VINCENT MORAGA DRIVE AS DEDICATED TO PUBLIC USE PER SAID PARCEL MAP; THENCE LEAVING SAID NORTHERLY LINE ALONG SAID EASTERLY LINE SOUTH 41 °05'49" WEST, 34.16 FEET; THENCE SOUTH 06°55'41" EAST, 204.41 FEET TO A POINT IN THE NORTHERLY LINE OF FELIX VALDEZ AVENUE AS DEDICATED TO PUBLIC USE PER SAID PARCEL MAP; THENCE LEAVING SAID EASTERLY LINE ALONG SAID NORTHERLY LINE SOUTH 51055'41" EAST, 22.63 FEET; THENCE NORTH 83004'19" EAST, 9.26 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 51055'41" WEST, 32.90 FEET TO A LINE LYING 2.00 FEET EASTERLY OF AND PARALLEL WITH SAID EASTERLY LINE OF VINCENT MORAGA DRIVE; THENCE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 125.19 FEET TO THE BEGINNING OF A 1240.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE LEAVING SAID PARALLEL

LINE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02056'28" A DISTANCE OF 63.65 FEET; THENCE NORTH 38049'17" EAST, 36.19 FEET TO THE BEGINNING OF A 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY AND LYING 6.00 FEET SOUTHERLY OF AND CONCENTRIC WITH SAID NORTHERLY LINE OF PARCEL 1, A RADIAL LINE TO SAID POINT BEARS SOUTH 08°10'50" EAST; THENCE

EASTERLY ALONG SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF PAGE 1 OF 2
M:\2591\15\Legal Descriptions\A08 PCL 1 ROW MANDERSCHEID FAMILY TRUST.docx EXHIBIT 1

07016'57" A DISTANCE OF 191.29 FEET TO THE EASTERLY LINE OF SAID PARCEL 1;

THENCE LEAVING SAID CONCENTRIC CURVE ALONG SAID EASTERLY LINE NORTH 06056'59" EAST A DISTANCE OF 6.07 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 2,053 SQUARE FEET (0.047 ACRES), MORE OR LESS.

Ir-3-ZvZ3
JIM J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
y�0 LAND3.

SCR
0 L.S.8483
OF CAL1
PAGE 2OF2
M:\2591\15\Legal Descriptions\A08 PCL 1 ROW MANDERSCHEID FAMILY TRUST.docx EXHIBIT 1

EXHIBIT B -MAP SHEET 1 OF 2

PERMANENT STREET EASEMENT
VICINITY MAP �AA&
NOT TO SCALE 15

N SITES

RIDGE PARK ,OQ
DRIVE F1�L1X T M CU
EZ

WNCENT MORAGA AVE
DRIVE
LEGEND
®AREA OF RIGHT OF WAY DEDICATION
AREA=2, 053 SQ. FT. (0.047 ACRES), MORE OR LESS.
0 SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT PER INST. NO.

A 53382 REC. 412611973, O.R.

Q UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO. 25891 REC. 21711980, O.R.

A MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R.

EASEMENT FOR CONSTRUCTION AND MAINTENANCE RESERVED BY KAISER D DEVELOPMENT COMPANY PER INST. NO. 84-236042 REC. 7013111984, O.R.

QEASEMENT FOR ELECTRICAL FACILITIES TO SOUTHERN CALIFORNIA EDISON E COMPANY PER INST NO. 85-202439 REC, 91911985, O.R.

QEASEMENT FOR UTILITY PIPELINES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO. 2015-0535943 REC. 1211012015, O.R.

P.O.B. POINT OF BEGINNING
( ) INDICATES RECORD INFORMATION PER PM 12549.

THE LOCATIONS OF THE FOLLOWING EASEMENTS CANNOT BE DETERMINED FROM RECORD INFORMATION AND ARE NOT PLOTTED HEREON:

EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14.

BASIS OF 8F_ARINGS

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON LAND N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE

COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE
COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859
L.S.8483
HUNSAKER - 2C� ��
� A A SANS
DOI E G O,INC. SCIATS~M4'. ELMORE _____T-^-^—DATE r� of DA%-tF�� 9707 Waples Street (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R: \ 1745\&Map\Easements\Offsite ROW\EX Manderscheid Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 F.Tii H RIT 1

Y
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HUNSAKER
1 & ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121

EXHIBIT B -MAP

PERMANENT STREET EASEMENT
1 Ln
0 I A ROAP,---
lag C_AL1005029 9�2s"W(R))
PER F CEIR}
DEDICATED 1y�51 ~\
_ - A C ■
� usc— r-
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1 FM ,2549
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SHEET 2 OF 2
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\N 15"27'47"W2�
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AV
_IX VALDE� ER—
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92s.

F+' �'�' — PAR�t�AP 12549.
— DEDICATED PER15
0 50 100 150
SCALE 1" =50'
R. \ 1745 \&Map \Easements \Offsite ROW\EX Manderscheid Acquisition Exhibit SHT 02.dwg EXHIBIT 1

EXHIBIT 2

EXHIBIT A- LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 1 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 1 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 1; THENCE ALONG THE EASTERLY LINE THEREOF; SOUTH 06056'59" EAST A DISTANCE OF 6.07 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15027'47" EAST; THENCE LEAVING SAID EASTERLY LINE AND

WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 07°16'57" A DISTANCE OF 191.29 FEET; THENCE SOUTH 38149" 7" WEST, 36.19 FEET TO THE BEGINNING OF A NON -TANGENT 1240.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 86°00'47" EAST; THENCE

SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02056'29" A DISTANCE OF 63.66 FEET; THENCE SOUTH 06°55'41" EAST, 125.19 FEET; THENCE SOUTH 51 °55'41" EAST, 27.58 FEET; THENCE NORTH 06°55'41" WEST, 10.03 FEET; THENCE SOUTH 83'04'19" WEST, 2.50 FEET; THENCE NORTH 06°55'41" WEST,

62.00 FEET; THENCE NORTH 83°04'19" EAST, 7.50 FEET; THENCE NORTH 06°55'41" WEST, 57.25 FEET; THENCE SOUTH 83°04'19" WEST, 14.50 FEET; THENCE NORTH 06055'41" WEST, 13.75 FEET TO THE BEGINNING OF A NON -TANGENT 61.50 FOOT

RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 51026'38" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 27023'26" A DISTANCE OF 29.40 FEET; THENCE NORTH 81 °21'26" EAST, 2.02 FEET; THENCE NORTH 09°52'58" WEST, 2.73 FEET; THENCE SOUTH 83051'46" WEST, 1.50 FEET; THENCE NORTH 06°21'48" WEST, 3.54 FEET; THENCE NORTH 83°03'44" EAST, 1.56 FEET; THENCE NORTH 06°56'16" WEST,

1.92 FEET TO THE BEGINNING A 55.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE PAGE 1 OF 2
M:\2591\15\Legal Descriptions\Private TCE\A08 PCL 1 TCE MANDERSCHEID FAMILY TRUST.docx

THROUGH A CENTRAL ANGLE OF 59058'41" A DISTANCE OF 57.57 FEET; THENCE NORTH 53002'25" EAST, 2.33 FEET; THENCE NORTH 61 °21'58" EAST, 5.32 FEET; THENCE NORTH 70032'22" EAST, 7.77 FEET; THENCE NORTH 80007'15" EAST, 34.80 FEET; THENCE NORTH 79015-39" EAST, 48.84 FEET; THENCE NORTH 78°30'44" EAST, 15.16 FEET; THENCE NORTH 7702352" EAST, 16.96 FEET; THENCE NORTH 75018'34" EAST,

15.93 FEET; THENCE NORTH 75016'28" EAST, 34.25 FEET; THENCE NORTH 16034'57" WEST, 0.58 FEET; THENCE NORTH 73031'46" EAST, 2.40 FEET; THENCE SOUTH 16020'53" EAST, 0.38 FEET; THENCE NORTH 74010'06" EAST, 5.54 FEET TO THE EASTERLY LINE OF SAID PARCEL 1; THENCE LEAVING SAID EASTERLY LINE NORTH 06°56'59" EAST,

2.26 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 3,574 SQUARE FEET (0.082 ACRES), MORE OR LESS.
/ /-9 - Zoz3
MY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 2OF2
LAND 5�4
L.S.8483
0r CA\ L
M:\2591\15\Legal Descriptions\Private TCE\A08 PCL 1 TCE MANDERSCHEID FAMILY TRUST.docx

EXHIBIT B -MAP SHEET 1 OF 3 SHEETS

TEMPORARY CONSTRUCTION EASEMENT

VICINITY MAP LEGEND
NOT TO SCALE 15 AREA OF TEMPORARY CONSTRUCTION
® EASEMENT AREA = 3,574 SQ. FT. (0.082
ACRES), MORE OR LESS.

N a P.O.C. POINT OF COMMENCEMENT
SITE �T.P.O.B. TRUE POINT OF BEGINNING
cai]FBMS OF BEARINGS
-� L J BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE RIDGE PARK O\D COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH DRIVE FELIX WN 2010.0000), BASED LOCALLY ON N.G.S. CORS STA110NS VAL EZ ECU "BILL" AND "P474" DISTANCES DERIVED FROM THE

WNCENT MORAGA COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES,

DRIVE AS THE COORDINATES HAVE BEEN SCALED TO GROUND
VALUES. COMBINED SCALE FACTOR IS 0.9999059859

CURVE TABLE
DELTA
RADIUS
LENGTH
Cl
59'58'41"

55.00'
5Z57'
0 50 100 150
SCALE 1" =50'
�A ROAD
P 0
G pRCEL
OEO I CA �Eo P�� 191.29'
o R-1505 p0 L
�0 s
tea. _ 's-
4�1
p=07'1-6 57
��V
V
M znL
m
r� 1(n r`i
w
� SEE DETAIL "B'
SHEET 3
---R=61.50' L=29.40'
6-27023'26"
�6'3a"�
q m
OOV
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.�
�V W
WZ
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m
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2.26�
15°27'47"W R)
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Ln
Lwz P I
0 Us 0) � Z
t'sC m 01
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NI
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SEE SHEET 2
w
SAND
L.S.8483HUNSAKER
& ASSOCIATESDATE F o 1F�
SAN DIEGO, INC. F CAS
9707 Waples Street (858)558-4500 P.L. S. N0. 8483
San Diego, CA 92121
R:\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT O1.dwg w.o. 2591-0015

EXHIBIT B -MAP SHEET 2 OF 3 SHEETS

TEMPORARY CONSTRUCTION EASEMENT
I
I
I
v �
a�
I y
� o
I � � r
d
N
I Ln
33'-
I
35'
I

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
SEE SHEET 1
N51'zs'3�"EM
��No65541 W
�4 504'19 0 20 40 60
SCALE 1" =20'
1 FAIJ 12549
N83 �04'1911E

7.50 19"E
Np 035141 W
S�
VALDEz AVENUE
FRA)k 12549. '
DEDICATED PER PARCEL MAP w
R.\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT 02.dwg

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
i y
i

HUNSAKER
` & ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
I
I
DETAIL "A"

NO SCALE
SHEET 3 OF 3
I
N06056'16'W 1.92'
I
N63003'440E 1.56'
I
N06021'48"W 3.54'
I
N83051'46"E 1.50'
PM
12 54 9
N09'52'58"W

2.73'
I
N81 '21'260E
I
I
2, 02'
I
IN78650'04"E
R
I
DETAIL "B"

NO SCALE
R.\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT 03.dwg

EXHIBIT 3

EXHIBIT A— LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 2 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD
THE NORTHERLY 6.00 FEET OF PARCEL 2 OF PARCEL MAP 12549, IN THE CITY OF

TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 74 OF PARCEL MAPS, PAGES 84 THROUGH 89, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,016 SQUARE FEET (0.023 ACRES), MORE OR LESS.

JIMMY J. ELMORE
P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

LAND SUR
�w ] E4M 1-
L.S. 8483
OF
PAGE 1 OF 1
M:\2591\15\Legal Descriptions\A03 PCL 02 ROW SPX INVESTMENT LLC.docx EXHIBIT 3

LEGEND
F77
EXHIBIT B —MAP

PERMANENT STREET EASEMENT

AREA OF RIGHT OF WAY DEDICATION
ARE4=1,016 SQ. FT. (0.023 ACRES), MORE OR LESS.

SEWER EASEMENT TO EASTERN MUNICIPAL WATER
DISTRICT PER INST. NO, 53382 REC. 412611973,
O.R.
0 DRAINAGE EASEMENT OFFERED TO THE COUNTY OF
B RIVERSIDE AND REJECTED PER PM 12549.
0 UTILITY EASEMENT RESERVED BY KACOR REALTY, INC.,
PER INST. NO, 25891 REC. 21711980, O.R.

SITE

RIDGE PARK
DRIVE
MAINTENANCE EASEMENT PER INST. NO.83463 REC. WNCENT MORAGA DRIVE D 412311984, O.R. VICINITY MAP

QEASEMENT FOR CONSTRUCTION AND MAINTENANCE NOT TO SCALE

E RESERVED BY KAISER DEVELOPMENT COMPANY PER
INST. NO. 85-87772 REC. 412611985, O.R.

THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, ANCHORS,

AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS,
PAGE 14 CANNOT BE DETERMINED FROM RECORD
INFORMATION AND IS NOT PLOTTED HEREON.

NI
A RpAD r _
CAS,,IF0 - /
g�N Cep , �
1 f�
2 PM 1254J
0 50 100 150
SCALE 1 " = 50'

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS �p LAND SG STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM

HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 ;
L.S.8483

HUNSAKER
& ASSOCIATES __��_�__A*e
S A N D I E G 0, INC. IMMY J. ELMORE DATE rfi OE cp,%- � 9707WaplesStreet (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R:\ 1745\&Map\Easements\Offsite ROW\EX SPX Acquisition Exhibit,dwg mo. 2591-0015 EXHIBIT 3

.EXHIBIT 4

EXHIBIT A— LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 2 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 2 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE ALONG THE WESTERLY LINE THEREOF SOUTH 06056'59" EAST (NORTH 06056'07" WEST PER SAID PARCEL MAP 12549) 6.07 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15027'47" EAST; THENCE

LEAVING SAID WESTERLY LINE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 06027'59" A DISTANCE OF 169.86 FEET TO THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID EASTERLY LINE, SOUTH 17105'56" EAST, 2.47 FEET; THENCE LEAVING SAID EASTERLY LINE, SOUTH 681146'28" WEST, 53.07 FEET; THENCE SOUTH 70033'06" WEST, 38.26 FEET; THENCE SOUTH 73003'55" WEST, 43.60 FEET; THENCE SOUTH 74010'06" WEST, 35.35 FEET TO THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID WESTERLY LINE, NORTH 06056'59" WEST, 2.26 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 427 SQUARE FEET (0.010 ACRES), MORE SS.
l �-9-2023
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

LAND sUR
v
� ^tip ern A
L.S. 8483 y.►�
eA
vF CA%,
PAGE 1 OF 1
M:\2591\15\Legal Descriptions\Private TCE\A03 PCL 02 TCE SPX INVESTMENT LLC.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
LEGEND

AREA OF TEMPORARY CONSTRUCTION EASEMENT
AREA= 427 SQ. FT. (0.010 ACRES), MORE OR LESS.

P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING
INDICATES RECORD INFORMATION PER PM 12549.
lll�Q1
N "'
SITE►
RIDGE PARK h

DRIVE FELIX

VINCENT MORAGA DRIVE AVE EZ

VICINITY MAP

NOT TO SCALE

A READ /
vloopl /
Ko CAL ,
o
` 3450^,5Rp106"E
� o IN7
0,� I
�UD I
`"N I
�a
w 41
aL'i
Li, 2m
PM 1254 J
61 S 466
1 3
�O 0 50 100 150
SCALE 1" =50'

BASIS OF BEARINGS
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM �p i AND SU (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS `y5 E RL STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM

HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859
L.S.8483
HUNSAKER �,
A & ASSOCIATES _ I j =C3 -ZO ?n
S A N D I E G 0, INC. JIMMY J. ELMORE DATE TF of cp,JF
9707 Waples Street (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R:\ 1745\&Map\Easements\Private TCE\EX SPX Acquisition Exhibit.dwg w.o. 2591-0015

1 *41,41 1-1-opim

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 16 OF PARCEL MAP 12549

VINCENT MORAGA DRIVE
BEING A PORTION OF PARCEL 16 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 16; THENCE ALONG THE WESTERLY LINE THEREOF NORTH 07056'07" WEST (NORTH 07°56'33" WEST PER SAID PARCEL MAP 12549), 511.05 FEET TO A POINT IN A NON -TANGENT 47.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 36-03-58" EAST;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 08046'11" A DISTANCE OF 7.19 FEET; THENCE LEAVING SAID WESTERLY LINE SOUTH 08147'21" EAST, 246.03 FEET TO THE BEGINNING OF A 4045.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 131.39 FEET; THENCE SOUTH 061155'41" EAST, 138.56 FEET TO THE BEGINNING OF A 189.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00010'32" A DISTANCE OF 0.58 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID SOUTHERLY LINE NORTH 85017'32" WEST, 7.28 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 4,395 SQUARE FEET (0.101 ACRES), MORE OR LESS.

JIMMY J. ELMORE
r_ze-zoz3
P. L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

LAND SCR
0 L.S.8483
OF CALZFO4
PAGE 1 OF 1
M:\2591\15\Legal Descriptions\A04 PCL 11,16 ROW KORNLAND BUILDING.docx EXHIBIT 5

LEGEND EXHIBIT B -MAP

PERMANENT STREET EASEMENT
SHEET 1 OF 1

LAAREA OF RIGHT OF WAY DEDICATION
AREA=4,395 SQ. FT. (0.101 ACRES), MORE OR LESS.

A I.O.D. FOR ROAD PURPOSES REC. 21511996 PER FILE

CURVE TABLE
# DELTA
RADIUS
LENGTH
C1 1 00010'32"
189.00'

0.58'
y NO. 1996-041638, O.R. y
BB A'
UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., I � I rya PER INST. NO. 25891 REC. 21711980, O.R. 1 ��''6,1 0 1
1 DRAINAGE EASEMENT DEDICATED PER PARCEL MAP NO. aa? J - csr �
C 12549, 1 ' - yV �`-15,
AD
UTILITY EASEMENT RESERVED PER INST. NO. 1984-2655981 \ a B REC. 1211211984, O.R.

AEASEMENT FOR SEWER FACILITIES TO EASTERN MUNICIPAL I
WATER DISTRICT PER INST. NO. 1990-05636 REC. / I DI
0110511990, O.R. I I
II a
AEASEMENT FOR LANDSCAPE MAINTENANCE TO EASTERN II 4
F MUNICIPAL WATER DISTRICT PER INST. NO. 1991-198529 I I , 4 REC. 0611311991, O.R. �.

OEASEMENT FOR SEWER FACILITIES TO EASTERN MUNICIPAL II
G WATER DISTRICT PER INST. NO.2018-70929 REC. rn
0212612018, O.R. II o
16 � 39`
P.O.B. POINT OF BEGINNING 71 I j -�A LAa PM 12549
w�
INDICATES RECORD INFORMATION PER PM 12549. f�
I �

THE EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14 CANNOT BE I o b w �, DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. I I oL"- O I 10mac
BASIS OF BEAR1Nt�S � j I �
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE I r- SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON 1 N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM N06°55'41low THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE I` ` 138,56' COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED ►� I I 1 E SCALE FACTOR IS 0.9999059859 I C
VICINITY MAP 39'
.... IPA F �-
NOT TO SCALE — — B�
o N85°17'32"W 7,28•
G
N ��,, •
0 )100 II 200 e 300
SITE
RANCHO SCALE 1" =100'
D LAND SO.

DRIVE RIDGE PARK � !X FE!OLD
C}k'��`� Lfi�
VINCENT MORAGA AVE EZ ECu _;�
DRIVE
j HUNSAKER L.S.8483
5 s,.
1 & ASSOCIATES
S A N D I E G 0, INC. -- J. ELMORE -^^ - -- DATE - 9rF j'i 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 OF cp, San Diego, CA 92121
R:\ 1745\&Map\Easements\Offsite ROW\EX Komland Acquisition Exhibit.dwg

EXHIBIT 5

EXHIBIT A- LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 16 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 16 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 16; THENCE ALONG THE SOUTHERLY LINE THEREOF, SOUTH 85°17'32" EAST ( NORTH 85°16'07" WEST PER SAID PARCEL MAP 12549), 7.28 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A 189.00 FOOT NON -TANGENT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 83014'51" EAST; THENCE LEAVING SAID SOUTHERLY

LINE AND NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00010'32" A DISTANCE OF 0.58 FEET; THENCE NORTH 06155'41" WEST 138.56 FEET TO THE BEGINNING OF A 4045.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 131.39 FEET; THENCE NORTH 08147'06" WEST, 246.04 FEET TO A POINT IN VINCENT MORAGA DRIVE AS DEDICATED PER SAID PARCEL MAP; SAID POINT BEING THE BEGINNING OF A 47.00

FOOT NON -TANGENT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 44051'50" EAST; THENCE NORTHERLY ALONG SAID VINCENT MORAGA DRIVE AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 52009'19" A DISTANCE OF 42.78 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID NORTHERLY LINE NORTH 82058'51" EAST, 28.00 FEET TO A POINT IN A 75.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 56043'28" A DISTANCE OF 74.25 FEET; THENCE SOUTH 06030'42" EAST, 9.43 FEET; THENCE SOUTH 07014'12" EAST, 63.03 FEET; THENCE SOUTH 09057'17" EAST, 4.97 FEET; THENCE SOUTH 06039'12" EAST, 17.18 FEET; THENCE SOUTH 07004'31" EAST, 32.80 FEET; THENCE SOUTH 07142'22" EAST, 27.52 FEET; THENCE 'SOUTH 07019'49" EAST, 22.20 FEET; THENCE NORTH 81012'54" EAST, 17.81 FEET; THENCE SOUTH 07020'08" EAST, 137.32 FEET; THENCE NORTH 83104'19" EAST, 5.84 FEET; THENCE SOUTH 06058'02" EAST, 74.40 FEET; THENCE SOUTH 83104'19" WEST, 15.69 FEET; THENCE SOUTH 06055'41" EAST, 87.59 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID SOUTHERLY LINE NORTH 85017-32" WEST, 12.66 FEET TO THE TRUE POINT OF BEGINNING.

PAGE 1 OF 2
M:\2591\15\Legal Descriptions\Private TCE\A04 PCL TCE 11,16 KORN LAND BUILDING.docx

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 9,799 SQUARE FEET (0.225 ACRES), MORE OR LESS.

JIMMY J. ELMORE
P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 2OF2
LAND SG�
0 L.S. 1
S� T
r9T� OF CALZFQ�
M:\2591\15\Legal Descriptions\Private TCE\A04 PCL TCE 11,16 KORNLAND BUILDING.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
LEGEND
AREA OF TEMPORARY CONSTRUCTION EASEMENT SEE SHEET 2
AREA = '9, 799 SQ. FT. (0.225 ACRES), MORE OR LESS. , , x A P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING

INDICATES RECORD INFORMATION
PER PM 12549.
a4SIS OF BFARIl�GS
I
4p//
\ �1./
1C� a /
cn
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE UN •
COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH
2010.0000), BASED LOCALLY ON N.G.S. CORS STATIONS
"BILL" AND "P474" DISTANCES DERIVED FROM THE o \

COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS I I

THE COORDINATES HAVE BEEN SCALED TO GROUND
VALUES. COMBINED SCALE FACTOR IS 0.9999059859
I �
I � i

VICINITY MAP

NOT TO SCALE
o
SITE

RIDGE PARK
DRIVE

VINCENT MO GA
DRIVE
ALDEZ
0 40 80 120
SCALE 1 " = 40'
0 cn
I v
a
I
C

7.28'
T.P.O.B.'
SHEET 1 OF 3
N83-a4' 19"E16

5.84 s
N5 6.94'19'E
I —SEE DETAIL
'A" SHEET 3
N85017'32"W 130.25'
(N85°16'07"W 130.00)^
V.AND SUR
HUNSAKER L.S.8483
& ASSOCIATES _ __
9707 Waple Street D I(85G O, 4 0o �JFIMMrJ.ELMORE`—�Y--Y---Y— DATE T 9TF DP CA-1F�4 San Diego, CA92121 P.L.S. N0. 8483
R.\1745\&Mop\Easements\Private TCE\EX Kornland Acquisition Exhibit SHT 01.dwg

EXHIBIT B -MAP SHEET 2 OF 3

TEMPORARY CONSTRUCTION EASEMENT
IEXISTING R.ON
1 a= R�4 01 I
L
N44051'50"W(R)
�__.T.

N
m '7 I
n C7
A
I 70 IC>M
N
o
o
N ? �
CT �
rn
N I N
I
I \
I-�
l�
t
0 ' Im
l�
I I
I
I
it Z71 l at W
0 40 80 120
gplSCALE 1 " = 40'

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
N82'58'51 E(R) 28.00' —
— — N'LY LINE
PARCEL 16
06'30'42"W 9.43'
16 PM 12549
7171W 4.97'
39' 12"W 17.18'
N07'04'31 "W 32.80'
N07042'22"W 27.52'
ND7'26'07"W 12.36'
N06.5115311W 5.19'
.N07'19'49"W 2 8�',
r N81'12 54 E
r
SEE SHEET 1
R.\1745\&Mop\E'asements\Private TCE\EX Kornland Acquisition Exhibit SHT 02.dwg

EXHIBIT B -MAP SHEET 3 OF 3

TEMPORARY CONSTRUCTION EASEMENT
i I
I I � � I
I o 7i C
Z
I 16 I
�I
I Cn °
I I o C31 ,0 I
I IqLn
p--- 28 12.66' I
S. WO OR.° J N85°17'32"W 130.25'
PARCEL 16 ° �, 5"E(R), (N85° 16'07"W 130.00')
i
I I

L- --- -- J
DETAIL "A"

NO SCALE

HUNSAKER
` & ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
R.\ 1745\&Map\Easements\Pr9vate TCE\EX Kornland Acquisition Exhibit SHT 03.dwg

EXHIBIT 7

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 3 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD
BEING A PORTION OF PARCEL 3 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 3, BEING THE BEGINNING OF A 1499.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 21 °56'56" EAST (SOUTH 21 °56'27" EAST PER SAID PARCEL MAP 12549); THENCE NORTHEASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 3 AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02033'37" A DISTANCE OF 66.99 FEET; THENCE SOUTH 18°26'55" WEST, 4.40 FEET; THENCE NORTH 71 °33'05" EAST, 14.79 FEET TO A 1505.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, LYING 6.00 FEET SOUTHEASTERLY OF AND CONCENTRIC WITH THE HEREINABOVE DESCRIBED 1499.00 FOOT RADIUS CURVE, A RADIAL LINE TO SAID POINT BEARS SOUTH 25°03'05" EAST; THENCE LEAVING SAID NORTHERLY LINE OF PARCEL 3 ALONG SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF 03007'19" A DISTANCE OF 82.01 FEET TO THE WESTERLY LINE OF SAID PARCEL 3; THENCE ALONG SAID WESTERLY LINE NORTH 17°05'56" WEST,

6.02 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 414 SQUARE FEET (0.010 ACRES), MORE OR LESS.
9-zz-2v23
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
/p SAND 5�R
]
►t L.S.8483
9�F OF CA4ZF0�
PAGE 1 OF 1
MA2591 \1 5\Legal Descriptions\A07 PCL 3 ROW FIRST & CENTER LLC.docx EXHIBIT 7

LEGEND EXHIBIT B —MAP

PERMANENT STREET EASEMENT
AREA OF RIGHT OF WAY DEDICATION AREA =414 S4. FT. (0.010 ACRES), MORE OR LESS.

AA SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT PER INST. NO. 53382 REC. 412611973, O.R.

QB UTILITY EASEMENT RESERVED BY KACOR 'REALTY, INC., PER INST. NO. 25891 REC. 21711980, O.R.

Q MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R.EASEMENT

MAINTENANCE T D RANCHOCONSTRUC CALIFORNIA I AND
Cjp ❑ �v ��Tv
p ka
QINDUSTRIAL PARK ASSOCIATION PER �,AZ� LV �
INST. NO, 91996 REC. 51211984, O.R.I �, r 9
EASEMENT FOR ELECTRIC FACILITIES TO ��y ° 1 3'4511E
QSOUTHERN CALIFORNIA EDISON I C ' �� 11 a ID0 R
COMPANY PER INST NO. 316206 REC W . �3"I° 6'- [�
1211111986, D.R. (N2i °5s'27"W(R)} �'- _�2° 3 �o �•a3 a� --� N21'56W'S6"Rjj
P.Q.B. POINT OF BEGINNING
P.Q.e.

INDICATES RECORD INFORMATION PER NW COR.

PM 12549. I PARCEL 3 �8'�OA C D
VICINITY MAP 2'
x- a
NOT TO SCALE a to
lT E � o�° I
� 0 40 80 120 I
u�a
DETAIL
L _ SCALE 1 40'RIDGE LD
DRIVE PARK Tqqi9N � n
FELIX kf
ECU Yr o Y
VINCENT MORAGA AVEVALDF7 a rV
DRIVE �i�
Y
THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, C� C ❑ ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC , f
TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN 8 I f� BOOK 470 OF DEEDS, PAGE 14 CANNOT BE DETERMINED
FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. L , C` WIS of BRRINGS SEE DETAIL
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE \ , SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON \ 3 \ N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM \ \ THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE PAIJ 12549 COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED \ \ SCALE FACTOR IS 0.9999059859 `
�rGD LAND S{�R \ /
ECM L� 9-2�-2023
AM Y EL ORE, P.L.S. WE 8483\ DATE A
L.S. 8483 HUNSAKER
& ASSOCIATES vALDEZ ` o
SAN DIEGO, INC .� UE E 2
DF Cp,%- San Diego,es Street CA 92121 (858)558 4500 ApEN \ \ a 1\,16
R. \ 1745\&Map \Easements\ Offsite ROW\EX First & Center Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 7

EXHIBIT 8

EXHIBIT A- LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 3 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 3 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 3, THENCE ALONG THE WESTERLY LINE THEREOF; SOUTH 17°05'56" EAST, 6.02 FEET, TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT

RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 21°55'46" EAST; THENCE LEAVING SAID WESTERLY LINE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03007'19" A DISTANCE OF 82.01 FEET; THENCE NORTH 71 °33'05" EAST, 11.50 FEET; THENCE SOUTH 18026'55" EAST, 5.83 FEET; THENCE SOUTH 69°12'30" WEST, 33.52; THENCE SOUTH 69013'15" WEST, 53.19 FEET; THENCE SOUTH 68°46'28" WEST, 6.61 FEET TO THE WESTERLY LINE OF SAID PARCEL 3, THENCE ALONG SAID WESTERLY LINE NORTH 17005'56" WEST, 2.47 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 396 SQUARE FEET (0.009 ACRES), MORE OR LESS.

JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 1 OF 1
LANDI.

SUR
D
L.S.8483
%P �,yQ
9�F OF CA\
W2591 \1 5\Legal Descriptions\Private TCE\A07 PCL 3 TCE FIRST & CENTER LLC.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
LEGEND
® AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA — 396 SQ. FT. (0.009 ACRES), MORE OR LESS.

P.O.C. POINT OF COMMENCEMENT
r,P,Q.B. TRUE POINT OF BEGINNING

VICINITY MAP

NOT TO SCALE
Q
N
ITE
RpnrcNo

RIDGE PARK
{
DRIVE
FEt1X I

VINCENT MORAGA
ALDEZ
V
AVE
DRIVE
a
IRA A
'I
O _ � N�155S 05
C 11• ,�
N21°55'46"WLR �.P OQ3 01'19�
P.O.C. 0 K�9
INW COR.

PARCEL 3 S15"E
A. �t6
2 ao 0.
1 0 40 ' 80 120
-- SCALE 1"=40---_
F01i
BASIS OF BF�RINt;S \ SEE

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE 2 f M f 2:

COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED \ SCALE FACTOR IS 0.9999059859
�p LAND 5UL7�5 I / - -3 —
\
.,ti��'�, P JI LMORE, P.L.S. NO. 8483 DATE
A. C_ MR3 J. HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
FELIX VALD bzj
3 PM 12549
DETAIL

DETAIL '
1 �rj 9 1
1 0
\ E
R. \ 1745\&Map\Easements\Private TCE\EX Flrst & Center Acquisition ExhibiLdwg w.o. 2591-0015

EXHIBIT 9

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549

VINCENT MORAGA DRIVE
BEING A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549, IN THE CITY OF

TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF SAID COUNTY, SAID PARCELS BEING PURSUANT TO CERTIFICATE OF PARCEL MERGER NO. PA95-0032 RECORDED JUNE 30, 1995 AS INSTRUMENT NO. 1995-213082 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 19; THENCE ALONG THE NORTHERLY LINE THEREOF SOUTH 83004'19" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549), 6.00 FEET TO A POINT ON THE WESTERLY SIDELINE OF THAT CERTAIN OFFER OF DEDICATION FOR ROAD PURPOSES RECORDED FEBRUARY 5, 1996 AS FILE NO. 1996-041638 OF OFFICIAL RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID WESTERLY SIDELINE SOUTH 06055'41" EAST, 222.93 FEET TO A POINT IN THE EASTERLY LINE OF SAID PARCEL 18; THENCE LEAVING SAID WESTERLY SIDELINE ALONG SAID EASTERLY LINE SOUTH 05021'13" WEST, 32.55 FEET TO THE BEGINNING OF A 47.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 46012,17" A DISTANCE OF 37.90 FEET TO A POINT ON THE WESTERLY SIDELINE OF SAID OFFER OF DEDICATION; THENCE LEAVING SAID EASTERLY LINE ALONG SAID WESTERLY SIDELINE SOUTH 06055'41" EAST, 262.10 FEET; THENCE LEAVING SAID WESTERLY SIDELINE NORTH 08047'21" WEST, 334.83 FEET TO THE BEGINNING OF A 4031.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 130.93 FEET TO A LINE LYING 13.00 FEET WESTERLY OF AND PARALLEL WITH SAID WESTERLY SIDELINE; THENCE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 87.50 FEET TO THE NORTHERLY LINE OF SAID PAGE 1 OF 2
MA2591\15\Legal DescriptionsW01 PCL 17-19 ROW WESTCORE GEMINI VM, LLC.docx EXI=IIBIT 9

PARCEL 19; THENCE ALONG SAID NORTHERLY LINE NORTH 83104'19" EAST, 13.00 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 4,237 SQUARE FEET (0.097 ACRES), MORE OR LESS.
-Zs-Zo2
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
�0 \.AND
L.S.8483

OF CALZ
PAGE 2OF2
M:\2591\15\Legal Descriptions\A01 PCL 17-19 ROW WESTCORE GEMINI VM, LLC.docx EXHIBIT 9

EXHIBIT B -MAP

PERMANENT STREET EASEMENT

VICINITY MAP

NOT TO SCALE
N � Q
SITE
RIDGE PARK ` 0
DRIVE FELIXE�Ct1

VINCENT MORAGA AVE EZ
DRIVE
LEGEND
®AREA OF RIGHT OF WAY DEDICATION
AREA=4,237 SQ. FT. (0.097 ACRES), MORE OR LESS.

EASEMENT FOR DRAINAGE PURPOSES PER PARCEL MAP NO. 12549 RECORDED A IN BOOK 74 PAGES 84 THROUGH 89 OF PARCEL MAPS,
QUTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO, 25891 B REC. 21711980, O.R.

QROAD AND UTILITY EASEMENT RESERVED BY JOHN ANDERS SVENNINGSEN PER A INST. NO. 186850 REC. 812711984, O.R.

Q EASEMENT FOR PIPELINES AND INCIDENTAL PURPOSES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO, 1995-328433 REC. 101211995, O.R.

Q EASEMENT FOR PIPELINES AND INCIDENTAL PURPOSES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO. 1996-005830 REC. 11811996, O.R.

QI.O.D. FOR ROAD PURPOSES REC. 2/5/1996 PER FILE NO. 1996-041638, F O.R.

P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING
INDICATES RECORD INFORMATION PER PM 12549.

THE ACCESS EASEMENT GRANTED TO LARRY STRASBAUGH PER INST. NO. 2004-0059048 REC. 112712004, O.R, CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON..

IS OF BEARINGS
SHEET 1 OF 2

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON LAND
N.G.S. CORS STATIONS BILL AND P474 DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE W ,� 3. 64 �Lfi COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE ��` 0. P FACTOR IS 0.9999059859
L.S.8483

HUNSAKER
& ASSOCIATES JI Y J. ELMOREDATE OF CA.L.ZF�4-
S A N D I E G 0, INC. P.L.S. NO. 8483
9707 Waples Street (858)558-4500
San Diego, CA 92121
R., \ 1745 \&Map \Easements\ Offsite ROW\EX Westcore Acquisition Exhibit SHT 01.dwg w.o. 2591-0015

EXHIBIT B -MAP SHEET 2 OF 2

PERMANENT STREET EASEMENT
I L
N. E. COR. P * 19 I I I14
of
r.P1o.e. In �----- VE
Q°' 1� E2 A .
,� FELL _
� 83°4p4 L00._ — _ 1 , l _ VALD -
E \
I 39' I u I I \
I � � I \
19 � II ►'A i 3'
I t w s� \
I N

32.55'
I —
1 r
PARCEL A* n � ��3�.�
as
rah' rl�l r, rF- or ,5 '� �[! i
PARCEL MERGER z/
I l\lJ. F��1 J5—JO� �y 37
1995-2130
82 w Icn
1Q
I�
l�
\ 17 I
PM 1254 9 I
PM 74184 — 89 I
l
A

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
lk
100 200 300 1-
SCALE 1 " =100'
1F)
RIDGE PARK DR.

RA 1745\&Map\Easements\Offsite R0W\EX Westcore Acquisition Exhibit SHT 02.dwg w.o. 2591-0015 T V1rTT77TT a

EXHIBIT 10

EXHIBIT A- LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549 BEING A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549, IN THE CITY OF

TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE

COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 19; THENCE ALONG THE NORTHERLY LINE THEREOF, SOUTH 83-04-19" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549),19.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 06055'41" EAST, 87.50 FEET TO THE BEGINNING OF A 4031.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 130.93 FEET; THENCE SOUTH 08147'21" EAST, 334.83 FEET; THENCE SOUTH 06155'41" EAST, 249.10 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 17; THENCE ALONG SAID SOUTHERLY LINE, NORTH 85017'32" WEST, 5.10 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 06055'41" WEST, 247.99 FEET; THENCE NORTH 08047'21" WEST,

39.20 FEET; THENCE SOUTH 82102'41" WEST, 14.98 FEET; THENCE NORTH 08148'36" WEST,

47.76 FEET; THENCE SOUTH 81112'39" WEST, 6.99 FEET; THENCE NORTH 08147'35" WEST,

69.76 FEET; THENCE NORTH 81012'39" EAST, 12.20 FEET: THENCE NORTH 07100'22" WEST, 123.40 FEET; THENCE SOUTH 82158'12" WEST, 8.86 FEET: THENCE NORTH 06156'55" WEST,

29.96 FEET; THENCE NORTH 39146'39" EAST, 14.84 FEET; THENCE NORTH 50113'21" WEST,

3.44 FEET; THENCE NORTH 08147'21" WEST, 11.85 FEET TO THE BEGINNING OF A 4041.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00044'24" A DISTANCE OF 52.19 FEET; THENCE SOUTH 83°57'36" WEST, 32.62 FEET; THENCE NORTH 07003'24" WEST, 105.92 FEET; THENCE SOUTH 83001'00" WEST, 34.64 FEET; THENCE NORTH 07007'37" WEST, 60.17 PAGE 1 OF 2
MA\2591\15\Legal Descriptions\Private TCE\A01 PCL 17-19 TCE WESTCORE GEMINI VM, LLC.docx

FEET TO THE NORTHERLY LINE OF SAID PARCEL 19; THENCE ALONG SAID NORTHERLY LINE NORTH 83004'19" EAST, 76.93 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 16,335 SQUARE FEET (0.375 ACRES), MORE OR LESS.

ID-ICo-ZDZ3
MMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

LAND SU
L.S.8483
OF cALi1 a
PAGE 2OF2
M:\2591\15\Legal Descriptions\Private TCE\A01 PCL 17-19 TCE WESTCORE GEMINI VM, LLC.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
VICINITY MAP % ) �\

NOT TO SCALE
5 SITE

RIDGE PARK

DRIVE FEUX
ALDEZ
VINCENT MORAG4 V

DRIVE AVE
�
LEGEND

AREA OF TEMPORARY CONSTRUCTION EASEMENT
AREA=16,335 SQ. FT. (0.375 ACRES), MORE OR LESS.

P.O.C. POINT OF COMMENCEMENT
T. P.O.B. TRUE POINT OF BEGINNING
INDICATES RECORD INFORMATION PER PM 12549.

BASIS OF BEARINGS

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE

COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE
COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
SHEET 1 OF 2
yrGD LAND 5UR
I. E��D LfiD
L.S.8483
�Y _ LMORE DATE OF CA_ZF()
P.L.S. NO. 8483
R.\ 1745\&Mop\Easements\Private TCE\EX Westcore Acquisition Exhibit SHT 01.dwg w.o. 2591-0015

EXHIBIT B -MAP SHEET 2 OF 2

TEMPORARY CONSTRUCTION EASEMENT
I ti I P.O. C.-
E. N.COR. PH 19
` 21 2O 19.00',-, _ 1
I I T.P.O.B.

I I (S8N3°�03'53"W).345 076.93,
83°p¢1�� z
¢
oo
N07°076307171
cn
IN83°0100"E 3�4.0 a_„ 39'
I19 wlo
I 4V'i
N83°57'36"E 32.62'
Q O0 44'24 ;
R�4p41.OQ' Lr52•19
r r Nos",47'21 'W 11.85
1 Fj N5Q 13'21 "W 3.44.

N39°46'39"E
[' 14.84'
PARCEL L_ "A" N06°56'55"W
r'Fi� r11�� OF' 82°58'126E

PARCEL MERGER
NO, PA95-0032
I 1995— 2 1 3082 N 1 12'39 E 2

12.2p 2c
I
I
I
I 17
I PM 1254 9
n
IX VALD A=
f�l
� � 1
FIE
13' 1 J
1 '
l � !
16 081°12'39"E b..

N08°4636"w 47
PM 74184-89
I
v
N82°02'41 "E 14.98'..e
N08° ¢ 3912 ,

CURVE TABLE
#
DELTA

RADIUS LENGTH
Cl
01 °51'40"
1 4031.00' 130.93'

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
N85.17'32"W
�.10'
0 100
200
300 RIDGE
PARK
"'DR.

SCALE
1" =100'
R.\1745\&Map\Easements\Private TCE\EX Westcore Acquisition Exhibit SHT 02.dwg w.o. 2591-0015

EXHIBIT 11

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 20 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD AND VINCENT MORAGA DRIVE
BEING A PORTION OF PARCEL 20 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 20; THENCE ALONG THE NORTHERLY AND EASTERLY LINES THEREOF NORTH 83003'16" EAST (NORTH 83°03'53" EAST PER SAID PARCEL MAP 12549), 147.00 FEET; THENCE SOUTH 55°25'54" EAST, 34.44 FEET; THENCE SOUTH 06055'41" EAST, 217.13 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL; THENCE LEAVING SAID EASTERLY LINE ALONG THE SOUTHERLY LINE THEREOF SOUTH 83004'19" WEST, 19.00 FEET TO A LINE LYING 19.00 FEET WESTERLY OF AND PARALLEL WITH SAID EASTERLY LINE; THENCE LEAVING SAID SOUTHERLY LINE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 206.16 FEET; THENCE LEAVING SAID PARALLEL LINE NORTH 51056'13" WEST, 39.31 FEET TO A LINE LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH SAID NORTHERLY LINE; THENCE ALONG SAID PARALLEL LINE SOUTH 83°03'16" WEST, 126.00 FEET TO THE WESTERLY LINE OF SAID PARCEL 20; THENCE LEAVING SAID PARALLEL LINE ALONG SAID WESTERLY LINE NORTH 06°55'41" WEST, 6.00 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 5,572 SQUARE FEET (0.128 ACRES), MORE OR LESS.

J MY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
►.AND
* L.S.8483
�T� OF CA1.�F�4
PAGE 1 OF 1
MA2591\15\Legal Descriptions\A06 PCL 20 ROW THE GGG PARTNERSHIP.docx EXHIBIT 11

EXHIBIT B -MAP

PERMANENT STREET EASEMENT

VICINITY MAP
NOT TO SCALE.,
SITE
RIDGE PARK \OLD
DRIVE FEUX r ECULA
WNCENT MORAGA AVE p x
DRIVE
LEGEND
F/77 AREA OF RIGHT OF WAY DEDICATION
ARE4=5,572 SQ. FT. (0.128 ACRES), MORE OR LESS,
UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO. 25891 A REC. 21711980, O.R.

AB MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R.

QEASEMENT FOR VEHICULAR INGRESS AND EGRESS TO KACOR DEVELOPMENT COMPANY PER INST. NO. 192542 REC. 912111983, O.R.

QEASEMENT FOR ACCESS PURPOSES TO TWO GUYS PARTNERS PER INST. NO.

A 213573 REC. 912311985, O.R.

QEASEMENT FOR UTILITY PURPOSES TO SOUTHERN CALIFORNIA EDISON E COMPANY PER INST. NO. 34689 REC. 211311986, O.R.

P.O.B. POINT OF BEGINNING
INDICATES RECORD INFORMATION PER PM 12549

THE LOCATIONS OF THE FOLLOWING EASEMENTS CANNOT BE DETERMINED FROM RECORD INFORMATION AND ARE NOT PLOTTED HEREON:

EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGR4PH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14.

EASEMENT FOR CONSTRUCTION AND MAINTENANCE RESERVED BY KACOR DEVELOPMENT COMPANY PER INST. NO, 192541 REC. 912111983, O.R.

SHEET 1 OF 2
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE Ed LAND SV SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON ��' 3 .

N.G.S. COBS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE

COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE
COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S. 8483

HUNSAKER
& ASSOCIATES __ _ OF CALIF
S A N Q I E G Q, INC.

J^ J, tMORE DATE
9707 Waples Street (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R:\ 1745\&Map\Easements\Offsite ROW\EX GGG Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 1117 YAT72 T'T 1 1

EXHIBIT B -MAP SHEET 2 OF 2

PERMANENT STREET EASEMENT
— !

CALIFORNIA ROAD
AD
RANC
13'-
pMrEL M
D_CATE0 PER
- �
I
I
Q
P.O.B. w
NW COR.o5'53,
PARCEL 20 �14$°03'1 6"E} 147.00'

6.00' N83603_ pp
I B 39' ---A r m
1 24' B x
16' 1
C
24' f 1 \ j 15'
~'I \ 1 rn
�112; 19, 20' 13P
zI 20
\
I
1I D
E A 33Ln
D 39'
52' I
N C r - 19' I

19.00' I
f
— N83'0419 E I I I
I I
I I
I I
19 I I �
HUNSAKER o 40 so 120 �
& ASSOCIATES
S A N 4 I E G O, INC. SCALE 1"— 40'
9707 Waples Street (858)558-4500
San Diego, CA 92121
R.\1745\&Map\Easements\0ff9ite ROW\IX GGG Acquisition Exhibit SHr 02.dwg w.o. 2591-0015 FYI=KTRTT 11

EXHIBIT 12

EXHIBIT A- LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASMENT
A PORTION OF PARCEL 20 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 20 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 20 TO A POINT LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH THE NORTHERLY LINE OF SAID PARCEL 20, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE, NORTH 83°03'16" EAST, 126.00 FEET; THENCE SOUTH 51 °56'13" EAST, 39.31 FEET; THENCE SOUTH 06055-41" EAST, 206.16 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 20; THENCE ALONG SAID SOUTHERLY LINE SOUTH 83°04'19" WEST, 27.50 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 06°55'41" WEST, 68.00 FEET TO A LINE LYING

68.00 FEET NORTHERLY AND PARALLEL WITH SAID SOUTHERLY LINE; THENCE ALONG SAID PARALLEL LINE NORTH 83004'19" EAST, 24.83 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 06055'41" WEST, 115.84 FEET; THENCE NORTH 51 °56'13" WEST,

63.09 FEET; THENCE SOUTH 83°09'10" WEST, 12.30 FEET; THENCE SOUTH 83°13'45" WEST, 30.70 FEET; THENCE SOUTH 82°47'49" WEST, 29.19 FEET; THENCE SOUTH 82°22'45" WEST, 34.31 FEET TO THE WESTERLY LINE OF SAID PARCEL 20; THENCE ALONG SAID WESTERLY LINE NORTH 06°55'41" WEST, 5.92 FEET TO THE T RUE POINT OF BEGINNING.

PAGE 1 OF 2
M:\2591\15\Legal Descriptions\Private TCE\A06 PCL 20 TCE THE GGG PARTNERSHIP.docx

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 3,757 SQUARE FEET (0.086 ACRES), MORE OR LESS.

JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 2OF2
�0 LAND SO
64 Leo
L.S.8483
9�F OF CAS-��G¢
M:\2591\15\Legal Descriptions\Private TCE\A06 PCL 20 TCE THE GGG PARTNERS H I P.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT

VICINITY MAP

NOT TO SCALE
b
SITE

RIDGE PARK
X
DRIVE
FELIX

VINCENT MORAGA
DEZ
AVE
DRIVE
LEGEND

AREA OF TEMPORARY CONSTRUCTION EASEMENT
AREA = 3,757 SQ. FT. (0.086 ACRES), MORE OR LESS.

P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING

BASIS OF BEARINGS

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10,0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE

COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE
COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859
HUNSAKER r2023
.Q. ASSOCIATES JI^MY J. ELMORE DATE
S A N D I E G 0, INC. P.L.S. NO. 8483
9707 Waples Street (858)558-4500
San Diego, CA 92121
SHEET 1 OF 2
/gyp LANDJ.
50�
L.S. 8483 1
1p; �tiQ
Op CAS-��4
R:\1745\&Map\Easements\Private TCE\EX GGG Acquisition Exhibit SHT 01.dwg w.o. 2591-0015

EXHIBIT B -MAP SHEET 2 OF 2 SHEETS

TEMPORARY CONSTRUCTION EASEMENT
OEpICATE0 PER PARCEL MAP 12549. - —

HO CALIFORNIAROAD
RANC� CALIFORNIA
O
P.O.C.

NW COR. I
PARCEL 20 I
.P.0.19. N83 031 s E 12 as .00 � ss
N8

6.00, iJi T

5.92z sfs� I
z oo
0o I co `'' o `�� 19' I
� Ln p ❑g
I � m m
cr, '-a
rn
I
A
W v 22 1 � o w � I
o
I api api I rn
ML }
1�
20 I PM 12549 Lm 0) m I ��
ti l 2.67' , q-,
l
33a
I' I �
I N83.04' 19"E 24.8380'
I Ch 47' I
�-
ICh
a 27.5' I
I
I f 0'
,� 27.5
N83'0419 E , 72.80
I
l
I
HUNSAKER 0 40 8o 120 I
& ASSOCIATES \
SAN DIEGO, INC. SCALE 1" =40'
9707 Waples Street j858I558-4500
San Diego, CA 92121
R:\1745\&Mop\Easements\Private TCE\EX GGG Acquisition Exhibit SHT 02.dwg w.o. 2591-0015

EXHIBIT 13

EXHIBIT A- LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 21 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD
BEING A PORTION OF PARCEL 21 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 74, PAGES 84 TO 89 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 21; THENCE ALONG THE NORTHERLY LINE THEREOF NORTH 83003'16" EAST (NORTH 83°03'53" EAST PER SAID PARCEL MAP 12549), 172.20 FEET TO THE NORTHEAST CORNER OF SAID PARCEL;

THENCE LEAVING SAID NORTHERLY LINE ALONG THE EASTERLY LINE THEREOF SOUTH 06055'41" EAST, 6.00 FEET TO A LINE LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH SAID NORTHERLY LINE; THENCE LEAVING SAID EASTERLY LINE ALONG SAID PARALLEL LINE SOUTH 83003'16" WEST, 56.00 FEET TO THE BEGINNING OF A 4036.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE LEAVING SAID

PARALLEL LINE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01 008'45" A DISTANCE OF 80.72 FEET; THENCE SOUTH 84'12'02" WEST, 35.50 FEET TO THE WESTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID WESTERLY LINE NORTH 06055'41" WEST, 4.48 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 970 SQUARE FEET (0.022 ACRES), MORE OR LESS.
9-zz _ zoz3
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 1 OF 1

D LAND SGR
L.S.8483
k�kl�
OF CAL"FOB
M:125911151Legal DescriptionsW05 PCL 21 ROW ELWELL FAMILY TRUST.docx EXHTRTT 11

EXHIBIT B -MAP

LE END PERMANENT STREET EASEMENT
E=AREA OF RIGHT OF WAY DEDICATION Oat ,
AREA=.970 SQ. FT. (0.022 ACRES), MORE OR LESS. �,
N
0 UTILITY EASEMENT RESERVED BY ICACOR REALTY, INC., PER SITE, A INST. NO. 25891 REC. 21711980, O.R.

AB
MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 1-
412311984, O.R. CHO

EASEMENT FOR VEHICULAR INGRESS AND EGRESS TO L' J OLD
Q VINCENT PROPERTIES PER INST. NO. 192542 REC. RIDGE DRIVE PARK FELIX 9/21/1983, O.R. NNCENT MOR,4GA DRIVE AVEE EZ �rEct

QEASEMENT RESERVED BY KACOR DEVELOPMENT VICINITY MAP
COMPANY PER INST. NO. 225803 REC. 1013111983, O.R.

P.O.B. POINT OF BEGINNING NOT TO SCALE
INDICATES RECORD INFORMATION PER PM 12549.

THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14 CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON.

I ROAD
RANCHO CALIFORNIA n
RAN t. ► � "- 6.00'
P.O.B.-
NW COR.

PARCEL 21

4.4 (N83°03'53"E) 172.20'
i N83°0316 E J
B
cn
21 PM 12549
0 40 80 120
SCALE 1" =40'

CURVE TABLE
DELTA
RADIUS
LENGTH
CI
01 '08'45"
4036, 00'

80. 72'

LINE TABLE
#

BEARING

DISTANCE
L 1
N83'03' 16'E

56.00'
L2
N84' 12'02"E

35.50'

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
IA.ND
0 L.S. 8483 1 *
s9T� 0 1Fo��tiQ
fil,iqguf a; i ►

BEARINGS ARE BASED ON THE CALIFORNIA
STATE PLANE COORDINATE SYSTEM (CCS83),
ZONE 6, (EPOCH 2O10.0000), BASED
LOCALLY ON N.G.S. CORS STATIONS "BILL"
AND "P474" DISTANCES DERIVED FROM THE

COORDINATE SYSTEM HEREIN ARE GROUND

DISTANCES, AS THE COORDINATES HAVE BEEN
SCALED TO GROUND VALUES. COMBINED
SCALE FACTOR IS 0.9999059859

J ELMORE DATE
P.L.S. NO. 8483
R.\ 1745\&Map\Easements\Offsite ROW\EX Elwell Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 13

EXHIBIT 14

EXHIBIT A — LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 21 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 21 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 74, PAGES 84 TO 89 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 21; THENCE ALONG THE WESTERLY LINE THEREOF, SOUTH 06°55'41" EAST, 4.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE, NORTH 84°12'02" EAST, 35.50 FEET TO THE BEGINNING OF A 4036.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01008'46" A DISTANCE OF 80.73 FEET; THENCE NORTH 83°03'16" EAST, 56.00 FEET TO THE EASTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID EASTERLY LINE, SOUTH 06-55-41" EAST, 24.96 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 83°03'16" WEST, 24.00 FEET; THENCE NORTH 06°55'41" WEST, 15.61 FEET; THENCE SOUTH 83034" 1" WEST, 26.32 FEET; THENCE SOUTH 83029'39" WEST, 52.34 FEET; THENCE SOUTH 83029'24" WEST, 69..55 FEET; TO THE WESTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID WESTERLY LINE NORTH 06055'41" WEST, 9.70 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,959 SQUARE FEET (0.045 ACRES), MORE OR LESS.

LAND SG�
D
I.
►. L.S.8483
/1-3-�aZ3
JIMMY J. ELMORE P.L.S. 8483 F of cALlF
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 1 OF 1
M:\2591\15\Legal Descriptions\Private TCE\A05 TCE 21 TCE ELWELL FAMILY TRUST.docx

EXHIBIT B -MAP

TEMPORARY CONSTRUCTION EASEMENT
LEGEND 0 a
®AREA OF TEMPORARY CONSTRUCTION EASEMENT nj
AREA = 1,959 SQ. FT. (0.045 ACRES), MORE OR LESS. SITE
P.O.C. POINT OF COMMENCEMENT
T° P• O. B° TRUE POINT OF BEGINNING
naucrro r

BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE
COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10,0000),
BASED LOCALLY ON N.G.S. CORS STATIONS 'BILL" AND "P474"

DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN

ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN
SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS

0.9999059859
r_ J "

RIDGE PARK

DRIVE FEZIX

VINCENT MORAGA DRIVE AVE EZ

VICINITY MAP

NOT TO SCALE
� r
�CALIFOFNIA
_
ROAD
o
RANCHO
P.O.C.
021
T•P•0•B•
L1
N
PARCEL
C 1

4.48'
24'
z

9. 0
fi9.55'
52 34'
N83 2 9'39"E
oNivo
Loc w 24,00
U01
�cn
�4
�][

0. N83°29'24E
N83°03'16
•
�N I�20
Lh
o
a O
m rn
cn
Ln
I
0 40
80 120
°'
SCALE
1 " = 40'

LINE TABLE

CURVE TABLE
# DELTA RADIUS T LENGTH
CI 01-08-46" 4036.00' 1 80.73'
#

BEARING

DISTANCE
L1
N83'03'16"E

56.00'
L2
N84'12'02"E

35.50'

HUNSAKER
& ASSOCIATES
SAN DIEGO, INC.
9707 Waples Street (858)558-4500
San Diego, CA 92121
�y�❑ LAND S�RL
LMo� �0
� � m Q�
L.S.8483
& FAQ
vYi ELMORE DATE —
P.L.S. NO. 8463
R:\1745\&Map\Easements\Pr1vate TCE\EX Elwell Acquisition Exhibit.dwg w.o. 2591-0015

EXHIBIT 45

EXHIBIT A— LEGAL DESCRIPTION

PERMANENT STREET EASEMENT
A PORTION OF PARCEL 22 OF PARCEL MAP 12549

RANCHO CALIFORNIA ROAD
BEING A PORTION OF PARCEL 22 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 74, PAGES 84 THROUGH 89, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 22; THENCE ALONG THE NORTHERLY LINE THEREOF SOUTH 83003'16" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549), 224.12 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 84°12'02" EAST, 224.16 FEET TO THE EASTERLY LINE OF SAID PARCEL 22; THENCE ALONG SAID EASTERLY LINE NORTH 06055'41" WEST, 4.48 FEET TO THE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 502 SQUARE FEET (0.012 ACRES), MORE OR LESS.

LAND SUR
c9_ZZ_ZD23 L.S.8483
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC. OF CpLZ�p4
PAGE 1 OF 1
M:\2591\15\Legal Descriptions\A09 PCL 22 ROW CUBESMART LP.docx EXHIBIT 15

VICINITY MAP
NOT TO SCALE ,�
S

EXHIBIT B -MAP
PERMANENT STREET EASEMENT I J _�j
A-HALIR�RNIA _-
I�C F.N
SITE
RANCHO
J OLD

RIDGE PARK
DRIVE FELIJ!�cu

VINCENT MORAGA V L EZ
DRIVE
LEGEND
AREA OF RIGHT OF WAY DEDICATION AREA = 502
SQ. FT. (0.012 ACRES), MORE OR LESS.
0 ❑ �ll 2J

SEEI DETAIL
PM Y 2549 l
\ POR. 22
119
o \ PARCEL 'A"

LOT LINE ADJUSTMENT I
REC, 415189,
1 \INST. NO. 106858
�1 Fj
cc)1 I 0 I
d A17
I
P.O.B. POINT OF BEGINNING
INDICATES RECORD INFORMATION PER PM 12549.

I
SCALE 1 " = 40'
SAD o I
I �~ H� CALI�'ORNIA R �.

EASEMENT PER PM
12549. ��m I
STREET PU (03 UTILITY
E) 37.00'
�N83°0315 E 5 4.48
224.12'
—� N84' i 2'02"E 224.16'
POR. 22 I
THE ACCESS EASEMENT GRANTED TO LARRY STRASRAUGH PER INST NO. 2004-0059048 REC. 112712004, O.R, CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON..

A
A
0 DRAINAGE EASEMENT OFFERED TO THE COUNTY OF
RIVERSIDE AND REJECTED PER PM 12549.

UTILITY EASEMENT RESERVED BY KACOR REALTY,
INC., PER INST. NO. 25891 REC. 21711980, O.R
MAINTENANCE EASEMENT PER INST. NO. 83463
REC. 412311984, O.R.

UTILITY EASEMENT RESERVED BY JOHN ANDERS
SVENNINGSEN PER INST. NO. 186850 REC.
812711984, O.R.

BASIS OF ti0 LAND SO
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL' AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND ern DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S. 8483

HUNSAKER
& ASSOCIATES
5 A N d I E G Q, INC. _ MY ELMORE DATE 0CAL1"0
9707 Waples Street (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R. \ 1745\&Map\Easements\Offsite ROW\EX Cubesmart Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 15

EXHIBIT 16

EXHIBIT A— LEGAL DESCRIPTION

TEMPORARY CONTRUCTION EASEMENT
A PORTION OF PARCEL 22 OF PARCEL MAP 12549
BEING A PORTION OF PARCEL 22 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 74, PAGES 84 THROUGH 89, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 22; THENCE ALONG THE EASTERLY LINE THEREOF, SOUTH 06°55'41" EAST, 4.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EASTERLY LINE SOUTH 84°12'02" WEST, 224.16 FEET; THENCE SOUTH 05047'58" EAST, 5.00 FEET; THENCE NORTH 84°12'02" EAST, 119.02 FEET; THENCE SOUTH 05047'58" EAST, 15.50 FEET; THENCE NORTH 84°12102" EAST, 39.33 FEET; THENCE NORTH 05°47'58" WEST, 15.50 FEET; THENCE NORTH 84°12'02" EAST, 65.90 FEET TO THE EASTERLY LINE OF SAID PARCEL 22; THENCE ALONG SAID EASTERLY LINE NORTH 06055'41" WEST, 5.00 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,730 SQUARE FEET (0.040 ACRES), MORE OR LESS.

JIMMY J. ELMORE
►D— 25— zD 23
P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
�ID LAND SUR
L.S.8483 •�
�rF DF CAL�F��
PAGE 1 OF 1
M:\2591\15\Legal Descriptions\Private TCE\A09 PCL 22 TCE CUBESMART LP.docx

VICINITY MAP

NOT TO SCALE ,
SITEi �-
I
EXHIBIT B -MAP _
TEMPORARY CONSTRUCTION EASEMENT — — - AD
- �H p ALf NIA _ _
BAN ,
RIDGE PARK \ 1

DRIVE FEUXVALD
T C[lffl
VINCENT MORAGA o t�
DRIVE
LEGEND
®AREA OF TEMPORARY CONSTRUCTION EASEMENT
AREA = 1, 730 SQ. FT. (0.040 ACRES), MORE C
LESS.

P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING
G
a
7SEE2J � DETAIL
� FivJJ 2 J�1 9 l _
J \
\ POR. 22
I 19
o \ PARCEL "A"
Z L07 LINE ADJUS7'MEN-r I _
REC. 415189,
\ INS7. NO. 106858
r
QC)
� \ I
I 0 40 ITOT 120
I
SCALE 1 " = 40' — 3 m
--� m
EASEMENT PER PM 12549. o
Nm P.O.C.

STREET AND PUBLIC UTILITY T•P•O•B' N
- 5.00' I
I N84°12'02E 221 ti' N84.12'02„E 65.90'Do
-
too
1III °N4'
l� pla
105S8"w
02 E 119.02' 5o�n
N8N5°47'5580!
5N842"E
5O07 #0POR. 22n

BASIS OF BEARINGS
BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), i-AND S.

ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S.

CORS STATIONS "BILL" AND
"P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND

DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO
GROUND VALUES. COMBINED
SCALE FACTOR IS 0,9999059859
L.S.8483

HUNSAKER
&ASSOCIATES
S A N D I E G O, INC. �— Y J. ELMORE
DATE
OF
�A►-iF�
9707 Waples Street (858)558-4500 P.L.S. NO. 8483
San Diego, CA 92121
R.\1745\&Map\Easements\Private TCE\EX Cubesmart Acquisition Exhibit.dwg w.o. 2591-0015

EXHIBIT 17

EXHIBIT A - LEGAL DESCRIPTION

TEMPORARY CONSTRUCTION EASEMENT
A PORTION OF PARCEL 15 OF PARCEL MAP 12549
THAT PORTION OF PARCEL 15 OF PARCEL MAP NO. 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT OF INTERSECTION OF THE SOUTHERLY LINE OF FELIX

VALDEZ AVENUE AND THE EASTERLY LINE OF VINCENT MORAGA DRIVE AS

DEDICATED FOR PUBLIC USE PER SAID PARCEL MAP, SAID POINT ALSO BEING A POINT IN THE WESTERLY LINE OF SAID PARCEL 15; THENCE ALONG SAID WESTERLY LINE SOUTH 06055'41" EAST, 99.62 FEET TO THE BEGINNING OF A 100.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12016'54" A DISTANCE OF 21.44 FEET; THENCE 19012'35" EAST, 32.64 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE NORTH 86004'19" EAST, 17.73 FEET; THENCE SOUTH 07001'09" EAST, 26.87 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 15; THENCE ALONG SAID SOUTHERLY LINE SOUTH 82058'51" WEST, 13.00 FEET TO SAID WESTERLY LINE; SAID POINT BEING THE BEGINNING OF A 47.00 FOOT NON -TANGENT RADIUS CURVE CONCAVE WESTERLY; A RADIAL LINE TO SAID POINT BEARS NORTH 82058'51" EAST;

THENCE ALONG SAID WESTERLY LINE AND ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12011'26" A DISTANCE OF 10.00 FEET; THENCE NORTH 19112'35" WEST, 17.36 FEET TO THE TRUE POINT OF BEGINNING.

THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 402 SQUARE FEET (0.009 ACRES), MORE OR LESS.
1 1-c- - zo2
IMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.

PAGE 1 OF 1
�D LAND 5�R
jk�r' L.S.8483►
OF CpL1
M:\2591\15\Legal Descriptions\Private TCE\A02 PCL 15 TCE ALVAREZ.docx

EXHIBIT B - MAP

LEGEND TEMPORARY CONSTRUCTION EASEMENT
®AREA OF TEMPORARY CONSTRUCTION EASEMENT
AREA= 402 SQ. FT. (0.009 ACRES), MORE OR
LESS.

P.O.C. POINT OF COMMENCEMENT
T.P.O.B. TRUE POINT OF BEGINNING
111
N
SITE
�A CHV
i

RIDGE PARK J

DRIVE FELIX

VINCENT MORAGA DRIVALDEZ
E AVE

VICINITY MAP I

NOT TO SCALE

LINE TABLE
#

BEARING

DISTANCE
L 1
N83°04' 19"E

17.73'
L2
N82°58'51 "E

13.00'
L3
N19°12'35"W

17.36'
0 40 80 120
SCALE 1" =40'

HUNSAKER
& ASSOCIATES

SAN DIEGO, INC
9707 Waples Street (858)558-4500
San Diego, CA 92121
SHEET 1 OF 1
_\LIX VALDEZ 1 AVE
I (DEDICATED pl=
I I
I I
P.O.C.
41n
I m
a
o �
I
I �
m 15
I ° t Q FM 12549
m r��
1 C7 Q�
I I b �A
I U
I tL i I 32.642"W
`35
l a
I . P.O.B.
lr r L
I L3 N067-011091,W
C1
I L2
` \N62_58'51 "E(R)
�p LAND S0
J.

P�M Leo
L.S.8483 J*

CURVE TABLE
#
DELTA
RADIUS
LENGTH
C 1
12' 11 '26"
1 47.00'

10.00'
(:�! I I-& - zoo!,
-----------------------
J. ELMORE DATE
P.L.S. NO. 5483
R.\ 1745\&Map\Easements\Private TCE\EX Alvarez Acquisition Exhibit.dwg w.o. 2591-0015

Item No. 5

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Approve Landscape Maintenance Agreement with State of California Department of Transportation for Maintenance of the I-15/SR-79 South Interchange Enhanced Landscaping, PW 17-19
PREPARED BY: Avlin R. Odviar, Principal Civil Engineer
Shawna Bennetts, Associate Civil Engineer
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING A LANDSCAPE MAINTENANCE

AGREEMENT BETWEEN THE STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION AND THE CITY OF
TEMECULA FOR THE MAINTENANCE OF THE I-15/SR-79

SOUTH INTERCHANGE ENHANCED LANDSCAPING
BACKGROUND: During construction of the Interstate 15/State Route 79 South Ultimate Interchange project, the City proposed to forego installation of planned landscaping and irrigation within the interchange areas west of Interstate 15. We proposed beautifying this key gateway into the City by designing and installing enhanced landscaping and hardscape elements.

The I-15/SR 79 South Interchange Enhanced Landscaping project will provide these elements.

The project generally consists of planting, irrigation, and hardscape in patterns which evoke regional symbols, such as native basketry and/or pottery.

The design uses species, colors, and patterns that embrace our regional history, foster connections to the land, and embody the culture of native inhabitants. It is based on the I-15 Branding & Visioning Plan to beautify the I-15 corridor and Temecula interchanges with themes and monumentation consistent with our community's identity. The design represents a collaboration among stakeholders including the Pechanga Band of Luiseno Indians, Caltrans, and the City.

Caltrans has agreed that the City can proceed with the Enhanced Landscaping project, subject to the terms of the Landscape Maintenance Agreement. Caltrans requires that the City enter into the

Agreement to set forth the City's obligations with respect to the Enhanced Landscaping project.

Pursuant to the Agreement, the City shall be responsible for maintaining the enhanced landscaping in the subject areas in perpetuity. The terms of the Agreement are in accordance with Caltrans policies on freeway landscaping and have been reviewed by City staff and the City Attorney's Office.

FISCAL IMPACT: The I-15/SR 79 South Interchange Enhanced Landscaping project is included in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2024-28.

There is no cost associated with signing the agreement. The cost of maintaining the enhanced landscaping, irrigation, and hardscaped will be programmed into future year Public Works Maintenance budgets.

ATTACHMENTS: 1. Resolution

2. Agreement

3. Project Description

4. Project Location Map

RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING A LANDSCAPE

MAINTENANCE AGREEMENT BETWEEN THE STATE OF

CALIFORNIA DEPARTMENT OF TRANSPORTATION

AND THE CITY OF TEMECULA FOR THE
MAINTENANCE OF I-15/SR-79 SOUTH INTERCHANGE

ENHANCED LANDSCAPING

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

Section 1. Findings. The City Council finds, determines, and declares that:

A. The Interstate 15/State Route 79 South Ultimate Interchange project eliminated the landscaping along several areas, including the parcel comprised of the former southbound off ramp, slopes on either side of the former ramp, within the new loop off ramp, and a large wedge- shaped area that separates the southbound off and on ramps.

B. The Interstate 15 Branding and Visioning - I-15/SR 79 South Interchange Enhanced Landscaping project ("Enhanced Landscaping project") will provide the landscaping in these areas. The Enhanced Landscaping project generally consists of plantings, irrigation, and hardscape patterns to evoke regional symbols, such as native basketry and/or pottery.

C. The State of California Department of Transportation ("Caltrans") owns the subject area. The City of Temecula and Caltrans have agreed that the City can proceed with the Enhanced Landscaping project, subject to the terms of the attached Landscape Maintenance Agreement ("Agreement").

D. Caltrans requires that the City enter into the Agreement to set forth the City's obligations with respect to the Enhanced Landscaping project.

E. Pursuant to the Agreement, the City is responsible for maintaining the enhanced landscaping in the subject area in perpetuity.

Section 2. Approval of the Landscape Maintenance Agreement. Based on the findings set forth above and the terms and conditions of the Agreement, the City Council hereby approves the Landscape Maintenance Agreement between the State of California Department of Transportation and the City of Temecula for the Maintenance of I-15/SR-79 South Interchange Enhanced Landscaping, and authorizes the City Manager to execute said Agreement.

Section 3. 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 13th day of February, 2024.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

LANDSCAPE MAINTENANCE AGREEMENT

WITH THE CITY OF TEMECULA
THIS AGREEMENT is made effective this day of , 20_, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as "STATE" and the CITY of TEMECULA; hereinafter referred to as "CITY" and collectively referred to as "PARTIES." The PARTIES hereto mutually desire to identify the maintenance responsibilities of CITY for newly constructed improvements within STATE's right of way by Cooperative Agreement(s) number 08-1515 dated March 1, 2012.

2. This Agreement addresses CITY's responsibility for the planting, mulches, hydroseeding, irrigation systems, hardscaping (rock blanket), and litter and weed removal (collectively the "LANDSCAPING") placed within State Highway right of way on Interstate 15, as shown on Exhibit A, attached to and made a part of this Agreemeni.

3. Maintenance responsibilities that include, but are not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A."

4. The degree or extent of maintenance work to be performed, and the standards, therefore, shall be in accordance with the provisions of Section 27 of the Streets and Highways Code and the then current edition of the State Maintenance Manual.

5. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein described which affects PARTIES' division of maintenance responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede the attached original Exhibit "A" to thereafter become a part of this Agreement.

5.1. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives.

No formal amendment to this Agreement will be required.

6. CITY agrees, at CITY expense, to do the following:

6.1. CITY will MAINTAIN or have authorized licensed contractor with appropriate class of license in the State of California, to MAINTAIN

LANDSCAPING conforming to those plans and specifications (PS&E) pre -approved by STATE. CITY will have in place a valid necessary encroachment permit prior to the start of any work within STATE'S right of way.

6.1.1. An Encroachment Permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way

6.2. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance including providing for water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement.

6.2.1. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public.

6.2.2. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required.

6.2.3. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING system component that has become unsafe or unsightly.

6.3. To furnish electricity for irrigation system controls, and lighting system controls for all street lighting systems installed by CITY.

6.4. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel.

6.5. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. All chemical spray operations shall be reported quarterly (Form LA17) to the STATE to: District 08 Maintenance at 464 W. 4th Street San Bernardino Ca 92401.

6.6. CITY shall ensure LANDSCAPING within the Agreement limits provide an acceptable walking and riding surface, and will provide for the repair

and removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about the LANDSCAPING in an expeditious manner.

6.7. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING.

6.8. To remove LANDSCAPING and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein.

7. STATE may provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement.

8. STATE shall issue encroachment permits to CITY at no cost to it.

9. LEGAL RELATIONS AND RESPONSIBILITIES:

9.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not party to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law.

9.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING —to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY's expense or direct CITY to remove or itself remove LANDSCAPING at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure.

9.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions

of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY.

9.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement.

9.5. PREVAILING WAGES:

9.5.1. Labor Code Compliance- If the work performed under this Agreement is done under contract and falls within the Labor Code section 1720(a) (1) definition of a "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7.

CITY agrees to include prevailing wage requirements in its contracts for public works. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements.

9.5.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a) (1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts.

10.INSURANCE.

10.1. SELF -INSURED - CITY is self -insured. CITY agrees to deliver evidence of self -insured coverage providing general liability insurance, coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents and employees as the additional insured in an

amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certification of self-insurance letter ("Letter of Self -Insurance"), satisfactory to STATE, certifying that CITY meets the coverage requirements of this section. This Letter of Self -Insurance shall also identify the landscaped area location as depicted in EXHIBIT A. CITY shall deliver to STATE the Letter of Self -Insurance with a signed copy of this AGREEMENT. A copy of the executed Letter of Self -Insurance shall be attached hereto and incorporate as Exhibit B.

10.2. SELF -INSURED using Contractor - If the work performed under this AGREEMENT is done by CITY 's contractor(s), CITY shall require its contractor(s) to maintain in force, during the term of this AGREEMENT, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement.

11. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE.

12.TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause.

PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement.

IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written.

THE CITY OF TEMECULA
By:

James Stewart
Mayor
ATTEST:

By:

Randi Johl
City Clerk
LM
Peter M. Thorson
City Attorney

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
M
Jim A. Rogers
Deputy District Director
Maintenance District 08

LEGEND:
® LANDSCAPED AREA TO BE MAINTAINED BY THE CITY

CALTRANS R/W
ROUTE 15 AND ROUTE 79
COOP AGREEMENT NO. 08-1515
EXHIBIT ''A"
POST MILE 3.2 - 3.6

BEGIN LANDSCAPE IMPROVEMENTS
Sta 173+50
01111-m-
.- �. F FONj STRESS
a : •1�� gLVI..
�---------- ---- - -- -
SO ,

END LANDSCAPE IMPROVEMENTS-
Sta 192+37
I-15/SR-79 SB OFF RAMP (SEP)
Br No. 56-O653K
SR-79 UC

EXHIBIT B - LETTER OF CERTIFICATE OF CITY TEMECULA STATEMENT OF SELF

INSURANCE
District 08 Maintenance
464 w 4th
Street San Bernardino Ca 92401 June 8, 2023
ATTN: David Gilbert
City of Temecula
Department of Finance
RE: Statement of Self Insurance for City of Temecula Related to Landscape Maintenance Agreement with State of California Department of Transportation ("STATE") for the Landscape Area along Interstate 15 at PM 3.2-

3.E
Dear Mr. Gilbert
The purpose of this letter is to certify that the CITY is self -insured and self -funded covering third -party claims arising out of its general operations (for example, commercial general liability and automobile liability insurance). Further the CITY is self -insured covering workers' compensation claims and has received the consent of the State Department of Industrial Relations to do so.

Each fiscal year, as a part of its budgetary process, the CITY appropriates funds specifically to satisfy valid third -party claims and workers' compensation claims, which may be brought against the CITY.

The CITY certifies its self -insured, general liability coverage for bodily injury liability and property damage liability, meets the required coverage amounts in section

10.1 (INSURANCE) of the Landscape Maintenance Agreement, specifically general liability insurance, coverage of bodily injury liability and property damage liability in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. The CITY further represents that regarding any claims made in connection with the Maintenance Agreement by the STATE, the STATE will be first -in -line regarding the reserved, self -insured amounts.

If you need any additional information regarding this letter, please direct those inquires through my office.

Sincerely,
Nicole Flores

RISK MANAGER

f
ANk
The Heart aF Sauthern Cali{arnia
Wine Country
City of Temecula
Fiscal Years 2023-27
Capital Improvement Program
I-15/STATE ROUTE 79 SOUTH INTERCHANGE ENHANCED LANDSCAPING Infrastructure Project
Project Description: The project includes the landscape beautification of the west side of the Interstate 15/State Route 79 South (Temecula Parkway) interchange with enhanced landscaping & hardscape inspired by the 1-15 Branding & Visioning Plan.

Benefit: This project meets the City-wide long-term goals as identified in the Quality of Life Master Plan to include a Healthy and Livable City and Economic Prosperity.

Core Value: Healthy and Livable City
Project Status: This project is in the design phase with construction scheduled for FY 2022-23.

Department: Public Works - Account No. 210.265.999.690 / PW17-19 Level: I
Project Cost:

Prior Years
Actuals
2022-23
2021-22 Adopted 2023-24 2024-25 2025-26 2026-27
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
Administration
79,315
123,263
202,578
Construction
2,480,000
2,480,000
Construction Engineering
350,000
350,000
Design & Environmental
311,661
214,244
525,905
Total Expenditures
i 390,976
337,507 2,830,000
3,558,483
Source of Funds:

Measure 5
Reim bursement-Pechanga IGA
441,350
287,133 330,000
2,500,000
1,058,483
2,500,000
Total Funding
441,350
2,787,133 330,000
3,558,483
Future Operating & Maintenance Costs:

Total Operating Costs 1 56,240 58,490 60,830 62,046
Notes :

1. Operating & Maintenance costs reflect the ongoing irrigation and landscape maintenance required by CalTrans. 140

I P711ECITYOF I-15/SR 79 South Interchange Enhanced
-TEMECUL` Landscaping PW17-19
752.3 0 Distance / 2 752.3 Feet
W GS_1984_W eb_Mercator_Auxiliary_Sphere
© Latitude Geographics Group Ltd.

Legend
City of Temecula Boundary
Street Names
Highways
HWY

INTERCHANGE
. INTERSTATE

OFFRAMP
ONRAMP
. USHWY
❑ Cities
Streets

PAVED
-- PROPOSED

UNPAVED
1: 9,028 0
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.

THIS MAP IS NOT TO BE USED FOR NAVIGATION

Item No. 6

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Approve Grant of Easement on Portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison for Electric Vehicles Charging Station Project, PW21-09
PREPARED BY: Avlin Odviar, Principal Civil Engineer
Samantha Preciado, Assistant Engineer II
RECOMMENDATION: That the City Council:

1. Approve a Grant of Easement on a portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison; and

2. Authorize the Mayor to sign the Grant of Easement.

BACKGROUND: The Electric Vehicles Charging Station Project, PW21-09 is a CIP project to install electric vehicle (EV) charging stations at various City owned facilities. The City has been successful leveraging Southern California Edison Company's (SCE) Charge Ready Program, specifically the "Charging Infrastructure and Rebate" option to help execute installations. Under this option SCE designs and installs, at their cost, the electrical infrastructure between the utility and the service meter, and from the meter to the EV charging stations. Additionally, this option provides a small rebate for program participants to partially offset the cost of the EV chargers. For their part, program participants shall operate the EV chargers for at least 10 years and grant an easement to SCE for the associated electrical infrastructure and access to maintain.

The subject project will install EV chargers inside the Field Operations Center (FOC) for employee and fleet use only. Four (4) dual port, wall mounted chargers, which can charge a total of eight (8) vehicles simultaneously, will be installed along the adjacent wall running southeast near the gated entrance of the FOC. The subject easement provides for the SCE electrical infrastructure and maintenance access needed to support these vehicle chargers.

The easement is comprised of three (3) sections to cover the electrical switchboard, transformer, and electrical conduit/feed. The total area of the easement is approximately 958 square feet and will not impact existing operations at the FOC.

The easement is a requirement of the SCE Charge Ready Program. The City is a voluntary participant in the program and requested the electrical infrastructure for the corresponding EV chargers, therefore, the City is not seeking compensation in exchange for the grant of easement.

Staff recommends the City Council approve the Grant of Easement to SCE.

FISCAL IMPACT: There is no fiscal impact associated with approving the Grant of Easement to SCE.

ATTACHMENTS: 1. Grant of Easement

2. Exhibit - Easement Location Aerial

RECORDING REQUESTED BY
SOU IH❑1N CALIIORNIA
EDISON
\n LMS0 r \ i ER v, u_ C0111.

WHEN RECORDED MAIL TO

SOUTHERN CALIFORNIA EDISON COMPANY
2 INNOVATION WAY, 2nd FLOOR
POMONA, CA 91768
Attn: Title and Real Estate Services
SCE Doc No.:

GRANT OF

EASEMENT
Vehicle Charging Station

SPACE ABOVE THIS LINE FOR RECORDER'S USE
DOCUMENTARY TRANSFER TAX $ NONE (VALUE
Wildomar
TD2,130675
-
AND CONSIDERATION LESS THAN 5100.001
SCE Company
F170
SIG. OF DECLARANT OR AGENT DETERMINING TAX FIRM NAME
APN 921-020-079

VEGETATION&
LAND
SLS/CG
12/19/23

MANAGEMENT
CITY OF TEMECULA, a general law city (hereinafter referred to as "Grantor"), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as "Grantee"), an easement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time overhead and underground electrical supply systems and internal communication systems for SCE's sole use (hereinafter referred to as "systems"), consisting of poles, guys and anchors, crossarms, wires, underground conduits, cables, vaults, manholes, handholes, and including above -ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means, solely for the purpose of providing electrical power to vehicle charging stations, in, on, over, under, across and along that certain real property in the City of Temecula, County of Riverside, State of California, described as follows:

FOR LEGAL DESCRIPTION, SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.

Grantor agrees for itself, its heirs and assigns, not to erect, place or maintain, nor to permit the erection, placement or maintenance of any building, planter boxes, earth fill or other structures except walls and fences on the hereinbefore described easement area. The Grantee, and its contractors, agents and employees, shall have the right to trim or top such trees and to cut such roots as may endanger or interfere with said systems and shall have free access to said systems and every part thereof, at all times, for the purpose of exercising the rights herein granted; provided, however, that in making any excavation on said property of the Grantor, the Grantee shall make the same in such a manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to such excavation as is practicable.

Upon written request, Grantee shall relocate its facilities installed hereunder to another mutually approved area on Grantor's property and provided that Grantee has first been given an easement over such new area on terms identical to those set forth herein. Such relocation shall be at Grantor's sole cost and expense. Upon completion of the relocation, Grantee shall execute a quitclaim of this easement on terms reasonably acceptable to Grantor and Grantee.

To the extent Grantor removes the vehicle charging stations, and such removal is not part of a relocation, Grantor may, upon sixty (60) days written notice, terminate this easement and Grantee shall execute a quitclaim on a mutually acceptable form.

However, in no event will the vehicle charging stations be removed for a period of ten (10) years from the date of execution below. Upon termination, Grantee shall have a limited right to access the property for the purpose of removing its facilities or Grantee may abandon its systems in place. In addition, upon written request, Grantee will execute a quitclaim of this easement on terms reasonably acceptable to Grantee and Grantor.

EXECUTED this 1344'day of FG6 rya 20 2y.

GRANTOR
CITY OF TEMECULA, a general law city
M
Name Ta.w"t.S S+eA,-�arIr _
Title Mo-.0 or
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,
a 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.

S ignature
(Seal)
DCR802335188
TD2130675

EXHIBIT "A"
VARIOUS STRIPS OF LAND LYING WITHIN PARCEL 9 OF PARCEL MAP 19580, AS PER MAP FILED IN BOOK 154, PAGES 92 THROUGH 96 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, THE CENTERLINES OF SAID STRIPS ARE DESCRIBED AS FOLLOWS:

STRIP #I (15.00 FEET WIDE)
COMMENCING AT THE SOUTHERLY CORNER OF SAID PARCEL 9; THENCE ALONG THE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 9, NORTH 45°40'14" EAST 214.50 FEET; THENCE NORTH 44°19'46" WEST 98.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 44019'46" WEST 10,00 FEET TO A POINT OF ENDING, SAID POINT TO BE HEREINAFTER REFERRED TO AS POINT "A".

STRIP #2 (20.00 FEET WIDE)
COMMENCING AT SAID POINT "A"; THENCE NORTH 45040' 14" EAST 2.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 44019'46" WEST 14.00 FEET TO A POINT OF ENDING, SAID POINT TO BE HEREINAFTER REFERRED TO AS POINT `B".
�LP #3 (6.00 FEET WIDE)
COMMENCING AT SAID POINT "B' ; THENCE SOUTH 45°40' 14" WEST 7.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 44°19'46" WEST 88.00 FEET TO A POINT OF ENDING.

FOR SKETCH TO ACCOMPANY LEGAL DESCRIPTION, SEE EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF.

Prepared by me or under my supervision:

Dated:. 10 .2024
em2 M. Bakke 1Z. 186 9 �Exp06-30-2025
�FtOF SSJpyq�
LLI
"I. C-18619 ,
OF

POR. PARCEL 9
EXHIBIT "B"
STRIP #3 —
6' WIDE
0 ° R6'
TPOB STRIP #3
O
POR. PARCEL 9
PARCEL MAP 19580
P.M.B. 154/92-96
PARCEL 3
PARCEL MAP 20873
P.M.B. 131/58-59
40 0 40 80
scale .I _ 40'
feet
LEGEND_
SHEET 1 OF 1
r --- ' DENOTES
L___.J SCE EASEMENT AREA
POC = POINT OF COMMENCEMENT
TP06 = TRUE POINT OF BEGINNING
/
f
,1-*
NIK
�O
4x�
PT. "B" &
POC STRIP #3
PT. "A" & - —�
POC STRIP #2
STRIP #1
15' WIDE
TPOB STRIP #1
POC STRIP #1
N44°19'46"W 14.00'
STRIP #2
20' WIDE
TPOB STRIP #2
.` s 9 0
t 0,
� 1
PARCEL 10
�y,�F IDS S110
M.
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Co !q f %.
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No. C-18619
Expo
vi�
OF
Dated , 2024
Glenn M. Bakke R.C.E.# 18619 Exp. 6-30-25

APPROXIMATE

EASEMENT

LOCATION
000\�,q
rli
Approximate Location of Proposed SCE Easement at
Field Operations Center (FOC)
Not To Scale

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,� -�-
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Item No. 7

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works / City Engineer DATE: February 13, 2024
SUBJECT: Approve Plans and Specifications and Authorize Solicitation of Construction Bids for the Southside Parking Lot Reconfiguration, PW 15-07 PREPARED BY: Nino Abad, Senior Civil Engineer
Chris White, Associate Engineer
RECOMMENDATION: That the City Council approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Southside Parking Lot Reconfiguration, PW 15-07.

BACKGROUND: Construction of the Southside Parking Lot Reconfiguration, PW 15- 07 (Project), includes reconfiguring the Southside Parking Lot due to the impacts by the Riverside County Flood Control's acquisition of a portion of the parking lot.

The project generally consists of the removal and/or replacement of parking lot lights, retaining walls, trees, handrail, and existing pavement to accommodate a new parking lot configuration.

The project also includes asphalt grinding, overlay, slurry seal and restriping of the parking lot to the new configuration.

The plans and specifications are complete. The contract documents are available for review in the Director of Public Works' office.

The Engineer's estimate of construction cost is $1,250,750 and estimate of construction duration is 120 working days (approximately 6 months).

This project is categorically exempt from the California Environmental Quality Act (CEQA) per CEQA exemption section number 15301, Class 1, Existing Facilities. A CEQA exemption letter was submitted to the County of Riverside and was approved and recorded on November 13, 2015.

FISCAL IMPACT: The Southside Parking Lot Reconfiguration Project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2024-2028, and is funded with General, Measure S, Reimbursements and TEAM Funds. There is no Fiscal Impact for soliciting bids.

ATTACHMENTS: 1. Project Description

2. Project Location Map

City of Temecula
Fiscal Years 2024-28
Capital Improvement Program
The Heart of Southern California
Wine Country

MURRIETA CREEK IMPROVEMENTS
Infrastructure Project
Project Description: This project reflects the United States Army Corps of Engineers (USACE) and Riverside County Flood Control (RCFC) improvements to Murrieta Creek within City limits. This project also include the study, design, and construction of alternatives to reconfigure the existing Southside Parking Lot which has been impacted by the Riverside County Flood Control's acquisition of a portion of the parking lot. Lighting will be added to the trail on the east side of Murrieta Creek between First Street and Rancho California Road. The installation of a RCFC Storm Drain Catch Basin No.100 on Pujol Street was added.

Benefit: This project helps prevent flooding of Old Town Temecula.

Core Value: A Safe and Prepared Community
Project Status: Murrieta Creek Flood Control Project Phase 2A (South of First Street Bridge to just south of Rancho California Road) was completed in 2018. Design for the Southside parking lot reconfiguration is on -going.

Construction is anticipated in FY 2023-24. The RCFC Storm Drain Catch Basin No. 100 on Pujol Street was completed.

Department: Public Works - Account No. 210.265.999.5800.PW15-07 / 735 Level: I
Project Cost:

Prior Years
Actuals
2023-24
2022-23 Adopted 2024-25 2025-26 2026-27 2027-28
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
5801-Administration
64,582
72,545 50,000
187,128
5804-Construction
7,248
805,701 100,000
912,949
5802-Design & Environmental
192,754
32,904 30,000
255,657
5601-Furnishings & Equipment
129,387
613
130,000
Total Expenditures
393,971
911,762 180,000
1,485,734
Source of Funds:
4001-General Fund
135,858
135,858
4002-Measure S
53,791
180,000
233,791
4438-Reimbursements
857,585
58,500
916,085
4145-TEAM
200,000
200,000
Total Funding
1,047,234
258,500 180,000 -
1,485,734
Future Operating & Maintenance Costs:

Total Operating Costs
137

PW 15-07 - Southside Parking Lot Reconfiguration
%
Its i S
n
I
It A
1 11,12801

1.1 0 94.04 188.1 Feet This map is a user generated static output from an Internet mapping site is for reference only. Data layers that appear on this map may or may nc S_1984_Web_Mercator_Auxiliary_Sphere accurate, current, or otherwise relic atitude Geographics Group Ltd. THIS MAP IS NOT TO BE USED FOR NAVIGAT OF PEAgt�
G
o�ti Coo
` o
�o 1989 002
Legend
❑ Parcels
City of Temecula Boundary
Notes

Item No. 8

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Establish All -Way Stop Control at the Intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta
PREPARED BY: Nick Minicilli, Senior Traffic Engineer
Erick Escobedo, Associate Engineer II
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 CAMINO PIEDRA

ROJO AND PAROWN DRIVE/AVENIDA BICICLETA AND

FINDING THAT THE ACTION IS EXEMPT FROM

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
UNDER SECTION 15301(C) OF THE CEQA GUIDELINES
BACKGROUND: In late 2022, City of Temecula staff received a public comment at Traffic Safety Commission meeting with a request to consider the feasibility of implementing all - way stop controls to address concerns of excessive speeding and pedestrian crossing conditions at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta (Exhibit A). The citizen referenced concerns with speeding and uncontrolled pedestrian crossings at this intersection specifically during pickup and drop-off times for nearby middle school as there are no convenient controlled pedestrian crossings nearby. The request for an all -way stop and pedestrian controls at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta would provide additional controlled access for students heading to/from Vail Ranch Middle School. In 2023, several field reviews were performed by staff at this intersection and, based on vehicular and pedestrian activity observed, it was determined that the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta warranted further analysis for stop and pedestrian controls.

Camino Piedra Rojo is a forty-four (44) foot wide residential collector roadway providing access to numerous single-family residences between Butterfield Stage Road and Vail Ranch Parkway.

The posted speed limit on Camino Piedra Rojo is 25 MPH due to several residential homes fronting this roadway and the Average Daily Traffic (ADT) volume on is approximately 4,380 ADT.

Recent speed data collection confirmed an 85th percentile speed of 33 MPH for this stretch of Camino Piedra Rojo.

Parown Drive is a forty (40) foot wide local residential roadway that provides access to Camino Piedra Rojo for numerous single-family residences located within the area. Parown Drive has a speed limit of 25 MPH and carries approximately 278 ADT.

Avenida Bicicleta is a forty (40) foot wide local residential roadway that provides access to Camino Piedra Rojo for numerous single-family residences located within the neighborhood.

Avenida Bicicleta has a speed limit of 25 MPH and carries approximately 201 ADT.

In August 2023, staff generated speed and volume data during the school semester from January 2023 through May 2023 using Streetlight Data software. Over this five (5) month period, review of prevailing (851h percentile) speeds indicates that speeds vary from 30 to 33 miles per hour during peak AM and PM hours on posted 25 MPH segments of Camino Piedra Rojo. The results of the speed data review indicate that most speeding is occurring during peak AM and PM hours.

The collected volume data was used to evaluate entering volumes and prevailing speeds for the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. In addition to the data collection, a review of intersection characteristics and conditions were performed, which included an evaluation of sight distance, collision history, and completion of a multi -way stop warrant analysis at both intersections.

An evaluation of sight distance was performed at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. A minimum unobstructed sight distance of 150 feet is required for the posted 25 mph speed limit on Camino Piedra Rojo. The results of the evaluation are shown in the table below:

Location
Sight Distance
Required Visibility
(Posted 25 MPH)
Parown Drive (Southbound)
• Looking East
300'
150'
• Looking West
220'
150,
Avenida Bicicleta (Northbound)
225'
150,
• Looking East
• Looking West
200'
150,
As shown, the visibility at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta is more than adequate for the posted speed limit.

A review of the collision history for the three (3) year period from June 1, 2020 to May 31, 2023, indicates there were no (0) reported collisions at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta.

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

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

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

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

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

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

5. The need to control left -turn conflicts.

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

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

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

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

The multi -way stop warrant analysis performed found that the required Warrants 1, 2 & 3 were not satisfied and all -way stop controls are not justified at the intersection based on quantitative data.

The Policy does however provide the flexibility to consider the need to control vehicle and pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers. During field reviews, staff noticed elevated amounts of vehicular and pedestrian traffic at the existing uncontrolled striped crosswalk at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta which provides access to Vail Ranch Middle School. Staff observed that many of these school age pedestrians were crossing the uncontrolled crosswalk without an available crossing guard and were dependent on vehicles yielding for them to cross safely. Staff observed elevated speeds and volumes on Camino Piedra Rojo during morning school drop-off and afternoon pickup while witnessing several close calls with distracted pedestrians. Based on the review of the intersection under these criteria, and the fact that it acts as a suggested school route to a school for residents in the area, staff has determined there is justification for all -way stop controls at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta.

At the meeting on October 26, 2023, the Traffic Safety Commission considered the all -way stop with striped pedestrian crosswalks and approved (5-0) the staff recommendation that the City Council adopt an Ordinance establishing the all -way stop at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta.

Staff recommend establishing all -way stop controls and striped pedestrian crosswalks at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta.

FISCAL IMPACT: Minor cost associated with the recommended action.

ATTACHMENTS: 1. Resolution

2. Exhibit A - Location Map

3. Multi -Way Stop Warrant Analysis

RESOLUTION NO.2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA, ESTABLISHING AN ALL -WAY STOP

CONTROL AT THE INTERSECTION OF CAMINO PIEDRA

ROJO AND PAROWN DRIVE/AVENIDA BICICLETA AND

FINDING THAT THE ACTION IS EXEMPT FROM

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
UNDER SECTION 15301(C) OF THE CEQA GUIDELINES

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

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

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

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

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

Camino Piedra Rojo and Parown Drive/Avenida Bicicleta
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of February, 2024.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

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MULTI -WAY STOP WARRANT (Residential Streets)
Major Street: Camino Piedra Rojo Critical Approach Speed 25 MPH Minor Street: Parown Drive/Avenida Bicicleta Critical Approach Speed 25 MPH Wararnts 1, 2, and 3 Must Be Satisfied

1. Minimum Vehicular Volume Satisfied Yes No X�
MINIMUM REQUIREMENTS I 7:00 AM 8:00 AM1 1:00 PM1 2:00 PM1 3:00 PM1 4:00 PM1 5:00 PM1 6:00 PM1 Hour Total All
Approaches
300
207
195
325
403
385
437
509
396
Combined Vehicular
Ped Volume
Minor Street
100
4 3
16 19
12 13
18 13

2. Collision History Satisfied

MINIMUM REQUIREMENTS NUMBER OF ACCIDENTS
3 OR MORE 0

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

Options (Other Criteria That May Be Considered)

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

5. The need to control left -turn conflicts.

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

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

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

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

Yes No X�
Yes No �X
Yes No
Yes No
Yes No �X
Yes No
Satisfied
Yes No
Yes F____] No �X
Yes No
Yes No
Yes No �X
Yes No

Item No. 9

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Receive and File Temporary Road Closure and Detour for Nicolas Road at Calle Girasol
PREPARED BY: Nick Minicilli, Senior Traffic Engineer
Erick Escobedo, Associate Engineer II
RECOMMENDATION: That the City Council receive and file the temporary road closure and detour for Nicolas Road at Calle Girasol.

BACKGROUND: The Nicolas Road Extension and Improvement Project is currently in construction and proposes widening a portion of Nicolas Road and providing a connection from Butterfield Stage Road to Joseph Road. This proposed segment of the Nicolas Road extension project has been designed as a Modified Secondary Arterial Roadway and will construct public improvements consisting of public street, drainage, residential access, utility, and other related items consistent with the Roadway Plan of the City's General Plan.

To aid in the construction of major road and drainage improvements, the intersection of Nicolas Road and Calle Girasol will need to be temporarily closed and traffic detoured. The road closure is necessary to expedite construction and to provide safe travel for the public and a safe working environment for the contractor. The proposed detour route is referenced in Exhibit A and is anticipated to be in effect from February 24, 2024 to December 31, 2024.

As part of the detour, City staff is recommending the installation of a temporary all -way stop at the intersection of Nicolas Road and Calle Medusa-Liefer Road. This all -way stop will be in effect for the remainder of the construction for the Project and will be reevaluated after project completion to determine if the all -way stop should remain permanent.

At the meeting on January 25, 2024, the Traffic Safety Commission considered the proposed closure and detour route and approved (5-0) the staff recommendation of the closure and detour.

Staff recommends the approval of the proposed detour route for the temporary closure of Nicolas Road at Calle Girasol.

FISCAL IMPACT: None
ATTACHMENTS: Exhibit A - Proposed Nicolas Road Detour

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Item No. 10

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024
SUBJECT: Receive and File Temporary Street Closures for Temecula Sunset Market PREPARED BY: Anissa Sharp, Management Assistant
Nick Minicilli, Senior Traffic Engineer
RECOMMENDATION: That the City Council receive and file the temporary closure of certain streets for the Temecula Sunset Market.

BACKGROUND: A special event is scheduled between February 2024 and November 2024 which necessitates the physical closure of all or portions of certain streets within the Old Town area and other streets throughout Temecula. These closures are necessary for event operation as well as to protect participants and viewers. The associated street closures are as follows:
1) TEMECULA SUNSET MARKET — February to November 2024
(Bi-Monthly Afternoon Market in Old Town)
The Temecula Sunset Market will be open for public use the 2nd and 41h Wednesday of each month with the last market occurring November, 27, 2024 in the Town Square Park. The street closures necessary are as follows:

Main Street
February to November 2024
from the easterly driveway edge of
2"d and 4th Wednesday
28636 Old Town Front Street
12:00 p.m. to 11:00 p.m.
at Be Good Restaurant to Mercedes Street
February to November 2024
Mercedes Street
2nd and 4th Wednesday
Third Street to Fourth Street
12:00 p.m. to 11:00 p.m.

Street closures for the Temecula Sunset Market event are shown on Exhibit "A" attached hereto.

Street closures are allowed by the California Vehicle Code upon approval by the local governing body for certain conditions. Under Vehicle Code Section 21101, "Regulation of Highways," local authorities, for those highways under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other instances, "temporary closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of local

authorities having jurisdiction, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing." Chapter 12.12 of the Temecula Municipal Code, Parades and Special Events, provides standards and procedures for special events on public streets, highways, sidewalks, or public right of way and authorizes the City Council or City Manager to temporarily close streets, or portions of streets, for these events.

FISCAL IMPACT: The costs of police services, as well as services provided by the City Public Works Maintenance Division (for providing, placing and retrieving of necessary warning and advisory devices), are appropriately budgeted within the City's operating budget.

ATTACHMENTS: 1. Exhibit A — Street Closure Map - Temecula Sunset Market 2024

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Item No. 11

ACTION MINUTES

TEMECULA COMMUNITY SERVICES DISTRICT MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 23, 2024

COUNCIL MEMBER ZAK SCHWANK

TO PARTICIPATE ELECTRONICALLY
VIA ZOOM FROM: HOLIDAY INN
300 J STREET

SACRAMENTO, CALIFORNIA
CALL TO ORDER at 7:18 PM: President Zak Schwank
ROLL CALL: Alexander, Kalfus, Schwank (virtual), Stewart CSD PUBLIC COMMENTS -None

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

Approved the Staff Recommendation (4-0): Motion by Stewart, Second by Alexander. The vote reflected unanimous approval.

6. Approve Action Minutes of January 9, 2024
Recommendation: That the Board of Directors approve action minutes of January 9, 2024.

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTORS REPORTS

CSD ADJOURNMENT
At 7:20 PM, the Community Services District meeting was formally adjourned to Tuesday, February 13, 2024 at 5:00 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

Zak Schwank, President
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 12

ACTION MINUTES

JOINT TEMECULA PUBLIC FINANCING AUTHORITY AND

CITY COUNCIL MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 23, 2024

COUNCIL MEMBER ZAK SCHWANK

TO PARTICIPATE ELECTRONICALLY
VIA ZOOM FROM: HOLIDAY INN
300 J STREET

SACRAMENTO, CALIFORNIA
CALL TO ORDER at 7:20 PM: Chair/Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank (virtual), Stewart TPFA PUBLIC COMMENTS — None

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

Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval.

7. Approve and Adopt Resolutions of Intention to Form CFD 23-02 (Prado), Authorize the Levy of Special Taxes on Property in CFD No. 23-02, Incur Bonded Indebtedness for CFD No. 23-02 and Approve Related Documents and Agreements
Recommendation: That the Board of Directors/City Council adopt resolutions entitled:

RESOLUTION NO. TPFA 2024-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENTION TO ESTABLISH A

COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE

THE LEVY OF SPECIAL TAXES THEREIN - PRADO
RESOLUTION NO. TPFA 2024-020

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING

ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF

THE PROPOSED TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-02
(PRADO)
RESOLUTION NO. 2024-07

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING A JOINT COMMUNITY

FACILITIES AGREEMENT RELATING TO THE FINANCING

OF PUBLIC IMPROVEMENTS AND MUNICIPAL SERVICES,

AND IMPLEMENTATION OF AN ACQUISITION
AGREEMENT - CFD 23-02 (PRADO)

TPFA/COUNCIL EXECUTIVE DIRECTOR REPORT

TPFA/COUNCIL BOARD OF DIRECTORS REPORTS

TPFA/COUNCIL ADJOURNMENT
At 7:21 PM, the Joint Temecula Public Financing Authority and City Council meeting was formally adjourned to Tuesday, February 13, 2024 at 5:00 PM, for a Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, Chair/Mayor
ATTEST:

Randi Johl, Secretary
[SEAL]
N

Item No. 13

TEMECULA PUBLIC FINANCING AUTHORITY/CITY COUNCIL

AGENDA REPORT
TO: Executive Director/Board of Directors
City Manager/City Council Members
FROM: Aaron Adams, Authority Executive Director/City Manager DATE: February 13, 2024
SUBJECT: Adopt Resolutions of Intention to Form CFD 23-01 (Altair), Authorize the Levy of Special Taxes on Property in CFD 23-01 (Altair), Incur Bonded Indebtedness for CFD 23-01 (Altair) and Approve Related Documents and Agreements PREPARED BY: Jennifer Hennessy, City Director of Finance/Authority Treasurer RECOMMENDATION: That the Board of Directors and City Council adopt resolutions entitled:

RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING

ITS INTENTION TO ESTABLISH A COMMUNITY

FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF
SPECIAL TAXES THEREIN — ALTAIR
RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING

ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF

THE PROPOSED TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01
(ALTAIR)
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING JOINT COMMUNITY FACILITIES

AGREEMENT RELATING TO THE FINANCING OF PUBLIC

IMPROVEMENTS AND IMPLEMENTATION OF AN

ACQUISITION AGREEMENT
BACKGROUND: In April of last year, in response to a request by SB Altair, LLC (the

"Developer"), the Temecula Public Financing Authority (the "Authority") adopted Resolution No. 2023-02 and the City Council adopted Resolution No. 2023-35, pursuant to which they approved a Deposit/Reimbursement Agreement, subsequently executed by the Authority, the City and the Developer, whereby the Developer agreed to pay the costs of the Authority and the City in connection with the formation of a community facilities district. The Resolution of the Authority also designated various consultants to assist with the formation of the community facilities district.

The Authority has now received a petition (including waivers) (the "Petition") from the Developer requesting that it move forward with the formation of the community facilities district, designate an improvement area therein and a future annexation area for the community facilities district, all for the purpose of financing public facilities, providing funds for an annual conservation fee, and to fund the costs of certain municipal services in connection with the planned Altair development project. The community facilities district is to be designated as the "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "CFD"). The initial improvement area of the CFD is to be designated "Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" ("Improvement Area No. I") and the name for the territory proposed to be annexed into the CFD in the future is "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (Future Annexation Area)" (the "Future Annexation Area").

The CFD is generally located west of Old Town Temecula. The territory to be included within the boundaries of the CFD includes several County Assessor's parcels identified in the Petition.

Community facilities district financing is a commonly used method of financing public infrastructure, certain governmental fee obligations, and municipal services for new development in California. Commonly referred to as "Mello -Roos Financing" this type of land -secured financing permits the local agency to levy special taxes and issue bonds to pay for the public facilities and infrastructure costs and municipal services necessitated by new development. The costs of authorized facilities, the fee obligations, and municipal services are, and debt service on any bonds issued for the CFD is, paid from special taxes levied only on real property within the CFD boundary. The bonds typically are issued on a tax-exempt basis.

The Authority will consider the adoption of two resolutions related to the formation of the proposed CFD. The CFD will only include land owned by the Developer as delineated in the Petition. In the Petition, the Developer has requested that the CFD levy special taxes and issue bonds to provide funds to fund various public improvements identified as the "Facilities" on Exhibit A in the Petition and to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund annual wildlife conservation fee and the costs of municipal services identified in Exhibit A of the Petition.

The Authority proposes to use bond proceeds to finance costs of certain public improvements, including related incidental expenses. These facilities will become the property of and will be maintained by the City, the Eastern Municipal Water District (EMWD) and the Rancho California Water District (RCWD), as appropriate. To benefit future residents within CFD, the Authority

expects to enter into a Joint Community Facilities Agreement with EMWD and a separate one with the City in connection with the formation of the CFD. The Authority expects to enter into a Joint Community Facilities Agreement with RCWD in the future, prior to any issuance of bonds for the CFD.

SPECIFIC ACTIONS: In order to initiate the process to form the CFD, the Board of Directors of the Authority will consider adoption of two resolutions of intention relative to the proposed CFD. These resolutions call for a public hearing on March 26, 2024 on the formation of the CFD and designation of Improvement Area No. 1 and Future Annexation Area, and the future issuance of bonds for the CFD. These resolutions also specify the boundaries of the CFD (by reference to a map on file with the City Clerk, as Secretary of the Authority), the rate and method of apportionment of special taxes to be levied solely on land in Improvement Area No. 1 to pay for CFD authorized facilities, an annual conservation fee required by the Development Agreement for the project, municipal services and to repay any bonds that may be issued for the CFD, describe the improvements to be financed, the conservation fee, and the municipal services to be funded by the new CFD, and express the intent to issue up to $25,000,000 of special tax bonds for Improvement Area No. 1 and not to exceed $70,000,000 for the portion of the CFD that is not in Improvement Area No. 1 to finance authorized facilities. For one or more future improvement areas formed to include territory that annexes into the CFD from the Future Annexation Area, a different rate and method of apportionment of special tax may be adopted if the annexed territory is designated as a separate improvement area. Parcels within the Future Annexation Area will be annexed to the CFD only with the unanimous approval of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings by the Board of Directors.

The resolution of intention to form the CFD also authorizes the Executive Director of the Authority to enter into in joint community facilities agreements with the City (described below) and with EMWD and RCWD with respect to facilities to be financed by the CFD but to be owned by the City, EMWD and RCWD, respectively, approves an Acquisition Agreement between the Authority and the Developer whereby the Authority agrees to use proceeds of special taxes levied on property in the CFD and proceeds of bonds issued for the CFD to pay costs of certain CFD authorized facilities to be constructed by the Developer.

The City Council will consider adoption of a resolution approving Joint Community Facilities Agreement with the Authority whereby it agrees to own and operate certain facilities financed by the CFD, to provide the municipal services to be funded by the CFD, to collect and administer special taxes levied to pay the annual conservation fee, and to assist the Authority administer the Acquisition Agreement. The Joint Community Facilities Agreement allows for a credit against (or a return of) development impact fees and Quimby Act fees otherwise applicable to the construction of residential units in the Altair Development, from the proceeds of bonds issued for the CFD or special taxes levied on the property in the CFD.

FISCAL IMPACT: The Developer has agreed to pay all expenses relative to the proposed formation of the new CFD and the issuance of bonds for the CFD. Costs of issuance of the proposed bond issue will be paid from the proceeds of the bonds to be issued by the Authority for the CFD. All annual costs of administering the new CFD and the bonds issued for the CFD

will be paid from special taxes levied on the properties in the CFD. The bonds, if issued by the Authority for the new CFD, would be payable solely from special taxes levied on land in Improvement Area No. 1 and on land annexed to the CFD in the future. All costs of the City and the Authority to administer the Acquisition Agreement and the Joint Community Facilities Agreement will be paid for with proceeds of special taxes levied on property in Improvement Area No. 1 and on land annexed to the CFD in the future.

ATTACHMENTS: 1. TPFA Resolution — Intention to Establish

2. TPFA Resolution — Incur Bonded Indebtedness

3. City Council Resolution — Joint Community Facilities Agreement and Acquistion Agreement

4. Petition

5. City — Joint Community Facilities Agreement

6. Acquisition Agreement

7. EMWD — Joint Community Facilities Agreement

8. Boundary Map

9. Annexation Map

RESOLUTION NO. TPFA 2024-

A RESOLUTION OF THE BOARD OF DIRECTORS OF

THE TEMECULA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENTION TO ESTABLISH A

COMMUNITY FACILITIES DISTRICT AND TO
AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN —
ALTAIR

THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Under the Mello -Roos Community Facilities Act of 1982, constituting Section 53311 et seq. of the California Government Code (the "Law"), this Board of Directors may commence proceedings for the establishment of a community facilities district.

Section 2. There has been submitted to this Board of Directors a Petition (Including Waivers) (the "Petition") of SB Altair, LLC (the "Developer"), requesting the formation by this Board of Directors of a community facilities district under the Law to be known as the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District"), and requesting that the Board of Directors designate an improvement area therein and a future annexation area for the District.

Section 3. Under the Law, this Board of Directors is the legislative body for the proposed District and is empowered with the authority to establish the District, designate an improvement area therein and conduct proceedings for a future annexation area for the District.

Section 4. This Board of Directors proposes to begin the proceedings necessary to establish the District pursuant to the Law, to designate an improvement area of the District and to provide for the future annexation of property to the District. Receipt of the Petition to form the District is hereby acknowledged. In furtherance of the formation of the District, it is also acknowledged that the Authority, the City of Temecula (the "City") and the Developer are parties to a Deposit/Reimbursement Agreement, pursuant to which the Developer has agreed to deposit funds with City to pay the costs of conducting the proceedings to establish the District and the possible issuance by the Authority of bonds for the District, subject to reimbursement from the proceeds of bonds issued for the District, all as more specifically provided in the Deposit/Reimbursement Agreement.

Section 5. The name proposed for the District is Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair).

Pursuant to Section 53350 of the Law the territory to be initially included in the District as shown on the map described in Section 6 hereof is hereby designated to be an improvement area designated "Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" ("Improvement Area No. I").

This Board of Directors hereby determines that public convenience and necessity require that territory be added to the District in the future, and that this Resolution shall constitute a resolution of intention to annex territory to the District pursuant to Sections 53339.2 and 53339.3 of the Law. The name for the territory proposed to be annexed into the District in the future, as used in this Resolution, is "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (Future Annexation Area)" (the "Future Annexation Area").

Section 6. The proposed boundaries of the District and Improvement Area No. 1, and the proposed boundaries of the Future Annexation Area, are as shown on respective maps on file with the Secretary, which boundaries are hereby preliminarily approved. The Secretary is hereby directed to record, or cause to be recorded, the maps of the boundaries of the District and Improvement Area No. 1, and the Future Annexation Area, in the office of the Riverside County Recorder as soon as practicable after the adoption of this Resolution.

Parcels within the Future Annexation Area shall be annexed to the District only with the unanimous approval (each, a "Unanimous Approval") of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings by this Board of Directors.

Section 7. The types of public facilities (the "Facilities"), the conservation fee (the "Conservation Fee") and the types of municipal services (the "Services") proposed to be eligible for funding by the District, Improvement Area No. 1 and the Future Annexation Area (including any area therein designated to be annexed as a separate improvement area (each, including Improvement Area No. 1, an "Improvement Area")), in each case pursuant to the Law, shall consist of those items listed on Exhibit A hereto under the headings "Facilities," "Conservation Fee" and "Municipal Services," respectively, which Exhibit is by this reference incorporated herein.

The Services shall be in addition to those provided in the territory of the District, Improvement Area No. 1 and the Future Annexation Area as of the date hereof and shall not supplant services already available within the territory of the District, Improvement Area No. 1 and the Future Annexation Area as of the date hereof. This Board of Directors intends to provide the Services on an equal basis in the original territory of the District and Improvement Area No. 1 and, when it has been annexed to the District, the Future Annexation Area (including any area therein designated to be annexed as a separate Improvement Area).

This Board of Directors hereby determines that the Facilities, the Conservation Fee and the Services to be financed by the District, Improvement Area No. 1 and the Future Annexation Area are necessary to meet increased demands placed upon local agencies as a result of development occurring and expected to occur in the territory included in the District, Improvement Area No. 1 and the Future Annexation Area.

This Board of Directors hereby expresses its opinion that the public interest will not be served by allowing property owners to enter into contracts as contemplated by Section 53329.5(a) of the Law, and does not intend to let property owners avail themselves of the actions otherwise permitted by said Section 53329.5(a).

The Executive Director is hereby authorized and directed to enter into a joint community facilities agreement with the City of Temecula, the Eastern Municipal Water District, the Rancho California Water District and any other public entity that will own and/or operate any of the Facilities, or that will provide any of the Services, with any such agreements to be in a form provided by Bond Counsel.

Section 8. Except to the extent that funds are otherwise available to the District to pay for the Facilities, the Conservation Fee and the Services, and/or pay the principal and interest as it becomes due on bonds of the Authority for the District or any Improvement Area thereof issued to finance the Facilities, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non-exempt real property in the District and any Improvement Area thereof, will be levied within the District and any Improvement Area thereof and collected in the same manner as ordinary ad valorem property taxes or in such other manner as this Board of Directors or its designee shall determine, including direct billing of the affected property owners. The proposed rate and method of apportionment of the special tax among the parcels of real property within the Improvement Area, in sufficient detail to allow each landowner within the proposed Improvement Area to estimate the maximum amount such owner will have to pay, and which specifies the tax year after which no further special tax will be levied on land used for private residential purposes and which otherwise complies with applicable provisions of the Law is described in Exhibit B attached hereto which Exhibit is by this reference incorporated herein.

For one or more future Improvement Areas formed to include territory that annexes into the District from the Future Annexation Area (each, a "Future Improvement Area"), a different rate and method of apportionment of special tax may be adopted if the annexed territory is designated as a separate Improvement Area. No supplements to the rate and method of apportionment of special tax for any of the Future Improvement Areas and no new rate and method of apportionment of special tax will cause the maximum special tax rates in the then - existing territory of the District (including Improvement Area No. 1) to increase. The designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness and other debt for such Improvement Area, the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by the property owner or the property owners in connection with the respective annexation to the District. The annexation and related matters described in the Unanimous Approval shall be implemented and completed without the need for approval by this Board of Directors as long as the following conditions are met:
(i) The rate and method of apportionment of special tax for the new Improvement Area is prepared by a special tax consultant retained by the Authority; and (ii) The rate and method of apportionment of special tax for the new Improvement Area complies with the Authority's Local Goals and Policies for Community Facilities Districts in effect on the date of formation of the District, unless otherwise required by law.
3 This Board of Directors finds that the provisions of Section 53313.6, 53313.7 and 53313.9 of the Law (relating to adjustments to ad valorem property taxes and schools financed by a community facilities district) are inapplicable to the District, Improvement Area No. 1 and the Future Annexation Area.

As required by Section 53339.3(d) of the Law, this Board of Directors hereby determines that the special tax proposed to pay for the Facilities to be supplied within the Future Annexation Area will be equal to the special taxes levied to pay for the same Facilities in previously -existing areas of the District and Improvement Area No. 1, except that (i) a higher special tax may be levied within the Future Annexation Area to pay for the same Facilities to compensate for the interest and principal previously paid from special taxes in the original area of the District and Improvement Area No. 1, less any depreciation allocable to the financed Facilities, and (ii) a higher Special Tax may be levied in the Future Annexation Area to pay for new or additional Facilities, with or without bond financing. As required by Section 53339.3(d) of the Law, this Board of Directors hereby further determines that the Special Tax proposed to pay for Services to be supplied within the Future Annexation Area and the Conservation Fee shall be equal to any Special Tax levied to pay for the same Services and the Conservation Fee in the existing District and Improvement Area No. 1, except that a higher or lower tax may be levied within the Future Annexation Area to the extent that the actual cost of providing the Services in the Future Annexation Area is higher or lower than the cost of providing those Services in the existing District and Improvement Area No. 1. In so finding, this Board of Directors does not intend to limit its ability to levy a Special Tax within the Future Annexation Area to provide new or additional municipal services beyond those supplied within the existing District and Improvement Area No. 1.

Section 9. It is the intention of this Board of Directors, acting as the legislative body for Improvement Area No. 1, to cause bonds of the Authority to be issued for the District pursuant to the Law to finance the costs of the Facilities. If so issued, the bonds shall be in the aggregate principal amount of not to exceed $25,000,000, shall bear interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and shall mature not to exceed 40 years from the date of the issuance thereof.

It is the intention of this Board of Directors, acting as the legislative body of the District, to cause bonds of the Authority to be issued for that portion of the District that is not included in Improvement Area No. 1 to finance costs of the Facilities. The bonds shall be in the aggregate principal amount of not to exceed $70,000,000, shall be issued in such series and bear interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of each series of bonds and other debt, and shall mature not to exceed 40 years from the date of the issuance thereof.

In the event all or a portion of the Future Annexation Area is annexed as one or more Future Improvement Areas, the designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness for such Improvement Area (not to 4 exceed for all such Future Improvement Areas and any other territory in the District not included in Improvement Area No. 1, $70,000,000), the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by property owners in connection with their annexation to the District.

Section 10. This Board of Directors reserves to itself the right and authority to allow any interested owner of property in the District, subject to the provisions of Section 53344.1 of the Law and such requirements as it may otherwise impose, and any applicable prepayment penalties as prescribed in the indenture or fiscal agent agreement for any bonds of the Authority for the District, to tender to the Treasurer of the Authority in full payment or part payment of any installment of special taxes or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, in the manner described in Section 53344.1 of the Law.

Section 11. The levy of said proposed special tax in Improvement Area No. I shall be subject to the approval of the qualified electors of Improvement Area No. 1 at a special election.

The proposed voting procedure shall be by mailed or hand -delivered ballot among the landowners in the proposed Improvement Area No. 1, with each owner having one vote for each acre or portion of an acre of land such owner owns in Improvement Area No. 1.

A special tax shall be levied in the Future Annexation Area only with the Unanimous Approval of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed to the District, without any requirement for further public hearings or additional proceedings by this Board of Directors. The designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness and other debt for such Improvement Area, the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by the property owner or property owners in connection with the respective annexation to the District.

Section 12. Except as may otherwise be provided by the Law or the rate and method of apportionment of the special tax for Improvement Area No. 1 or any portion of the Future Annexation Area, all lands owned by any public entity, including the United States, the State of California and/or the City of Temecula, or any departments or political subdivisions of any thereof, shall be omitted from the levy of the special tax to be made to cover the costs and expenses of the Services, the Conservation Fee, the Facilities, the issuance of bonds by the Authority for Improvement Area No. I or any portion of the Future Annexation Area and any expenses of Improvement Area No. I or any portion of the Future Annexation Area.

Section 13. The Director of Public Works of the City of Temecula is hereby directed to study the Facilities, the Conservation Fee and the Services and to make, or cause to be made, and file with the Secretary a report in writing, presenting the following:
5 (a) A brief description of the Facilities, the Conservation Fee and the Services eligible to be funded by the District, Improvement Area No. 1 and the Future Annexation Area.
(b) An estimate of the fair and reasonable cost of providing for the Facilities, the Conservation Fee and the Services, including the incidental expenses in connection therewith, including the costs of the proposed bond financing, any Authority or City of Temecula administrative costs and all other related costs.

Said report shall be made a part of the record of the public hearing provided for below.

Section 14. Tuesday, March 26, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District and Improvement Area No. 1, will conduct a public hearing on the establishment of the District and Improvement Area No. 1, and said hearing shall be combined with the public hearing required by Section 53339.3(f) of the Law with respect to the Future Annexation Area, and following said hearing this Board of Directors expects to consider and finally determine whether the public interest, convenience and necessity require the formation of the District, Improvement Area No. 1 and the Future Annexation Area and the levy of said special tax in Improvement Area No. 1.

Section 15. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District. The publication of said notice shall be completed at least seven days before the date herein set for said hearing. Said notice shall be substantially in the form of Exhibit C hereto. Said notice is being given pursuant to Section 53322 of the Law with respect to the District and Improvement Area No. 1, and pursuant to Section 53339.4 of the Law with respect to the Future Annexation Area.

Section 16. This Board of Directors may in the future, by resolution, approve an agreement pursuant to Section 53314.9 of the Law, to accept an advance or advances of funds or work -in -kind from one or more landowners in the District or related entities, which advances may be repaid and work -in -kind may be reimbursed to the person or entity which advanced the funds or work -in -kind subject to compliance with the applicable provisions of Section 53314.9 of the Law.

Section 17. This Board of Directors hereby finds and determines that no further environmental review is required for the funding of the Facilities, the Conservation Fee and the Services.

A. On December 17, 2017, the City Council adopted Resolution No. 17-86 certifying the Final Environmental Impact Report (" BIR") for the Altair Project, Resolution No. 17-87 approving the General Plan Amendment for the Altair Project and Resolution No. 17-88 approving Tentative Tract Map 36959 for the Altair Project, and on r�

January 9, 2018, the City Council adopted Ordinance No. 18-01 approving the Altair Specific Plan No. 15 (the "Altair Project Approvals").

B. All of the Facilities, the Conservation Fee and the Services that are proposed to be funded by the proposed District, Improvement Area No. 1 and the Future Annexation Area were included as development standards or conditions of approval in the Altair Project Approvals and were considered and approved as in accordance with the California Environmental Quality Act ("CEQA") as part of the Altair Project Approvals.

C. This Board of Directors, therefore, hereby finds and determines that the Facilities, the Conservation Fee and the Services are exempt from CEQA pursuant to CEQA Guidelines Section 15182 as the Facilities, the Conservation Fee and the Services are in conformity with the Altair Project Approvals. This Board of Directors further finds and determines that the funding of the Facilities, the Conservation Fee and the Services does not require the preparation of a Subsequent Environmental Impact Report as none of the conditions described in Section 15162 of the CEQA Guidelines (14 Cal. Code Regs. 15162) exist. Specifically, there are no substantial changes proposed by the funding of the Facilities, the Conservation Fee and the Services that will require major revisions of the previous EIR approved by City Council Resolution No. 17-86 due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Additionally, no substantial changes have occurred with respect to the circumstances under which the proposed project are undertaken that will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and there is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was adopted, showing that: (a) the proposed project will have one or more significant effects not discussed in the EIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the EIR; (c) there are mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the proposed project, but the City declined to adopt the mitigation measure or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but the City declined to adopt the mitigation measure or alternative. The Facilities, the Conservation Fee and the Services for the Altair Project are consistent with the Altair Project Approvals that was analyzed by the EIR. The Facilities, the Conservation Fee and Services are required to meet all requirements and mitigation contained in the EIR.

Section 18. The Acquisition Agreement to be entered into by Authority, for and on behalf of the District, and the Developer, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized to execute and deliver the Acquisition Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority's General Counsel 7 and Formation Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Acquisition Agreement.

Section 19. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 13th day of February, 2024.

James Stewart, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 2024- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 13th day of February, 2024, by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

I_ : W: I :T97_11 to] 07L1aL10.1a C�
ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

EXHIBIT A

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-01
(ALTAIR)

DESCRIPTION OF FACILITIES AND SERVICES

TO BE FUNDED BY THE DISTRICT

FACILITIES
It is proposed that the District be eligible to finance all or a portion of the costs of the following facilities:
• The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the District; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances.
• Landscaping improvements in the public right of way, including related appurtenances.
• Amenities for parks located within and in the vicinity of the District. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program.
• Sewer system improvements to be designated by the Eastern Municipal Water District.
• Water system improvements to be designated by the Rancho California Water District. • School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more.

The Facilities include the acquisition of land or real property interests, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, the cost of any required environmental mitigation and any required noise mitigation measures, landscaping and irrigation, soils testing, permits, plan check and inspection fees, a-1

insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing.

CONSERVATION FEE
It is proposed that the District be eligible to fund the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC.

MUNICIPAL SERVICES
It is proposed that the District be eligible to fund all or a portion of the costs of the following municipal services:
• Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services.
• Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the District, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the District. • Maintenance of storm protection and drainage systems within or serving the area of the District, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection.
• Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the District, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping.
• Maintenance of street lighting located within or in the vicinity of the District, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the District, and including but not limited to electrical, LED replacement, maintenance and replacement. • Graffiti removal from public improvements within and in the area of the District. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of A-2

powers agreement adopted pursuant to Section 53316.2 of the California Government Code.

The District may fund any of the following related to the services described above: the furnishing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses. The District may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof.

The services to be financed by the District shall be in addition to those provided in the territory of the District before the date of creation of the District, and will not supplant services already available within that territory when the District is created.

ADMINISTRATIVE EXPENSES
The administrative expenses to be financed by the District include the direct and indirect expenses incurred by the Authority and the City in carrying out their respective duties with respect to the District (including, but not limited to, the levy and collection of the special taxes) including the fees and expenses of attorneys, any fees of the County of Riverside related to the District or the collection of special taxes, an allocable share of the salaries of the Authority and City staff directly related thereto and a proportionate amount of the Authority's and the City's general administrative overhead related thereto, any amounts paid by the Authority and the City from its respective general fund with respect to the District or the facilities, conservation fee and services authorized to be financed by the District, and expenses incurred by the Authority and the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the Authority and City in any way related to the District.

OTHER
The District may also finance any of the following:

1. Bond related expenses, including underwriters discount, appraisal and price point study costs, reserve fund, capitalized interest, bond and disclosure counsel fees and expenses, landowner counsel fees and expenses, and all other incidental expenses related to any special tax bonds (the "Bonds") issued for the District.

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2. Administrative fees of the Bond trustee or fiscal agent related to the District and the Bonds.

3. Reimbursement of costs related to the formation of the District advanced by the Authority, the City of Temecula, any landowner in the District, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the Authority, the City of Temecula, any landowner in the District or any party related to any of the foregoing, for facilities, conservation fees, services or other purposes or costs of the District.

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EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
FOR IMPROVEMENT AREA NO. 1 OF

THE TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.23-01
(ALTAIR)
The following sets forth the Rate and Method of Apportionment of Special Tax for the levy and collection of an Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C in Improvement Area No. 1 of the Temecula Public Financing Authority ("Authority") Community Facilities District No. 23-01 (Altair) ("CFD No. 23-01 IA No. 1"). An Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C shall be levied on property in CFD No. 23-01 IA No. 1 and collected in CFD No. 23-01 I.A. No. 1 each Fiscal Year, in an amount determined through the application of the Rate and Method of Apportionment of Special Tax described below. All of the real property within CFD No. 23-01 IA No. 1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.

SECTION A

DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on the Assessor's Parcel Map, the land area as shown on the applicable Final Map, or if the land area is not shown on the applicable Final Map, the land area as calculated by the CFD Administrator or City Engineer. "Act" means the Mello -Roos Community Facilities Act of 1982 as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 23-01 IA 1, including but not limited to the following:
(i) the costs of computing Special Tax A, Special Tax B, and Special Tax C (collectively, the "Special Taxes") and of preparing the annual Special Tax A, Special Tax B, and Special Tax C collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the Authority, County, City, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Tax A; (v) the costs of the fiscal agent or trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the Authority, City, or designee of complying with arbitrage rebate, mandated reporting and disclosure requirements of applicable federal and State of California laws, and responding to property owner or Bond owner inquiries regarding the Special Taxes; (vii) the costs associated with the release of funds from any escrow account; (viii) the costs of the Authority, City, or designee related to any appeal of a Special Tax; B-1

and (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing. Administrative Expenses shall also include amounts advanced by the City or the Authority for any administrative purposes of CFD No. 23-01 IA No.

1. "Annual Special Tax A" means for each Assessor's Parcel, the Special Tax A actually levied in a given Fiscal Year on any Assessor's Parcel.
"Annual Special Tax B" means for each Assessor's Parcel, the Special Tax B actually levied in a given Fiscal Year on any Assessor's Parcel.
"Annual Special Tax C" means for each Assessor's Parcel, the Special Tax C actually levied in a given Fiscal Year on any Assessor's Parcel.
"Approved Property" means all Assessor's Parcels of Taxable Property other than Provisional Exempt Property: (i) that are included in a Final Map that was recorded prior to the January 1st immediately preceding the Fiscal Year in which the Special Tax A is being levied, and (ii) that have not been issued a building permit on or before the April 1st immediately preceding the Fiscal Year in which the Special Tax A is being levied. "Assessor" means the County Assessor of the County.
"Assessor's Parcel" means a lot or parcel of land designated on an Assessor's Parcel Map with an assigned Assessor's Parcel Number within the boundaries of CFD No. 23-01 IA No. 1. "Assessor's Parcel Map" means an official map of the Assessor designating parcels by Assessor's Parcel Number.
"Assessor's Parcel Number" means that number assigned to a lot or parcel of land by the Assessor for purposes of identification.
"Assigned Annual Special Tax A" means the Special Tax A as described in Section D below. "Authority" means the Temecula Public Financing Authority. "Authorized Facilities" means the public facilities authorized to be financed, in whole or in part, by CFD No. 23-01, as identified in the list of authorized facilities approved by the Resolution of Formation of CFD No. 23-01 adopted by the Board of Directors when CFD No. 23-01 was formed.
"Authorized Services" means the services authorized to be funded, in whole or in part, by CFD No. 23-01, as identified in the list of authorized services approved by the Resolution of Formation of CFD No. 23-01 adopted by the Board of Directors when CFD No. 23-01 was formed.
"Attached Residential Property" means Residential Property that shares at least one common wall with one or more Units of Residential Property.

B-2

"Backup Annual Special Tax A" means the Special Tax A as described in Section E below. "Board of Directors" means the Board of Directors of the Temecula Public Financing Authority, acting as the legislative body of CFD No. 23-01, or its designee. "Bonds" means any bonds or other indebtedness (as defined in the Act), whether in one or more series, the repayment of which is secured by a pledge of the proceeds of the levy of Special Tax A on Assessor's Parcels within CFD No. 23-01 IA No. 1. "Boundary Map" means a recorded map of CFD No. 23-01 which indicates the boundaries of CFD No. 23-01 IA No. 1.
"Building Permit" means the first legal document issued by the City giving official permission for new construction. For purposes of this definition, "Building Permit" may or may not include any subsequent building permits issued or changed after the first issuance, as determined by the CFD Administrator.
"Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the building permit application for such Assessor's Parcel and subject to verification by the CFD Administrator.
"Calendar Year" means the period commencing January 1 of any year and ending the following December 31.
"CFD No. 23-01" means the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) formed by the Authority under the Act. "CFD No. 23-01 IA No. 1" means Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) formed by the Authority under the Act.
"CFD Administrator" means the Finance Director of the City, or designee thereof, responsible for, among other things, determining the Special Tax A Requirement, the Special Tax B Requirement, and the Special Tax C Requirement and providing for the levy and collection of Special Tax A, Special Tax B, and Special Tax C. "City" means the City of Temecula, California.
"Conservation Fee" means the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC.
"Consumer Price Index" or "CPI" means, for each Fiscal Year, the Consumer Price Index published by the U.S. Bureau of Labor Statistics for "All Urban Consumers: in the Los Angeles — Anaheim — Riverside Area", measured as of the month of December in the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Consumer B-3

Price Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Consumer Price Index for the City of Los Angeles. "County" means the County of Riverside.
"Detached Residential Property" means Residential Property that is not classified as Attached Residential Property.
"Developed Property" means all Assessor's Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to January 1st preceding the Fiscal Year in which Special Tax A, Special Tax B, and Special Tax C are being levied, and (ii) for which a building permit was issued on or before April 1st preceding the Fiscal Year in which any or all of the Special Taxes are being levied.
"Exempt Property" means all Assessor's Parcels designated as being exempt from the Special Taxes provided for in Section P.
"Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 4285 that creates individual lots that do not need, and are not expected, to be further subdivided prior to the issue of a building permit.
"Fiscal Year" means the period commencing July 1 of any year and ending the following June

30. "Improvement Area No. 1" or "IA No. 1" means the property in CFD No. 23-01 designated as Improvement Area No. 1 on the Boundary Map.
"Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Type" means Residential Property or Non -Residential Property. "Maximum Special Tax A" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax A, determined in accordance with Section C that can be levied in any Fiscal Year on such Assessor's Parcel.
"Maximum Special Tax B" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax B, determined in accordance with Section I that can be levied in any Fiscal Year on such Assessor's Parcel.
"Maximum Special Tax C" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax C, determined in accordance with Section L that can be levied in any Fiscal Year on such Assessor's Parcel.

B-4

"Non -Residential Property" means all Assessor's Parcels of Developed Property for which a building permit was issued for any type of non-residential use. "Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax A obligation for an Assessor's Parcel, as described in Section H. "Prepayment Amount" means the amount required to prepay the Special Tax A obligation in full for an Assessor's Parcel, as described in Section G. "Proportionately" means for Special Tax A that the ratio of the Annual Special Tax A levy to the applicable Assigned Annual Special Tax A is equal for all applicable Assessor's Parcels. In the case of Special Tax B and Special Tax C, "Proportionately" means that the ratio of the Annual Special Tax B levy to the applicable Maximum Special Tax B and the Annual Special Tax C to the applicable Maximum Special Tax C, respectively, is equal for all applicable Assessor's Parcels. In the case of Developed Property subject to the apportionment of the Annual Special Tax A under Step Four of Section F, "Proportionately" means that the quotient of (a) Annual Special Tax A less the Assigned Annual Special Tax A divided by (b) the Backup Annual Special Tax A less the Assigned Annual Special Tax A, is equal for all applicable Assessor's Parcels.
"Provisional Exempt Property" means all Assessor's Parcels of Taxable Property subject to Special Tax A that would otherwise be classified as Exempt Property pursuant to the provisions of Section P, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property within the applicable Zone below the required minimum Acreage set forth in Section P.
"Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units.
"Special Tax(es)" means any of the Special Taxes authorized to be levied on Taxable Property within and for CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax A Requirement, Special Tax B Requirement, and/or the Special Tax C Requirement. "Special Tax A" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax A Requirement.
"Special Tax B" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax B Requirement.
"Special Tax C" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax C Requirement.
"Special Tax A Requirement" means, subject to the Maximum Special Tax A, the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding B-5

Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B), (iii) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (iv) the collection or accumulation of funds for the acquisition or construction of Authorized Facilities or payment of fees authorized by CFD No. 23-01 IA No. 1 by the levy on Developed Property of the Assigned Annual Special Tax A provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property as set forth in Step Two and Three of Section F., less (v) any amount available to pay debt service or other periodic costs on the Bonds pursuant to any applicable Indenture. "Special Tax B Requirement" means, subject to the Maximum Special Tax B, that amount to be collected in any Fiscal Year to pay for Authorized Services as required to meet the needs of CFD No. 23-01 IA No. 1. The costs of services to be covered shall be the direct costs for (i) Authorized Services, and (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B); less (iii) a credit for funds available to reduce the Annual Special Tax B levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax B Requirement include funds for Bonds.
"Special Tax C Requirement" means, subject to the Maximum Special Tax C, that amount to be collected in any Fiscal Year to pay for the Conservation Fee as required to meet the needs of CFD No. 23-01 IA No. 1. The costs of the Conservation Fee to be covered shall be the direct costs for (i) the Conservation Fee, and (ii) Administrative Expenses; less (iii) a credit for funds available to reduce the Annual Special Tax C levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax C Requirement include amounts needed to repay Bonds.
"Taxable Property" means all Assessor's Parcels within CFD No. 23-01 1A No. 1, which are not Exempt Property.
"Temecula Public Financing Authority" or "PFA" or "Authority" means the Temecula Public Financing Authority or its designee.
"Undeveloped Property" means all Assessor's Parcels of Taxable Property which are not Developed Property, Approved Property or Provisional Exempt Property. "Unit" means any residential structure.
"Zone(s)" means Zone 1 or Zone 2.
"Zone 1" means all Taxable Property located within lots 1 — 4 of Tentative Tract Map No. 36959-1.
"Zone 2" means all Taxable Property located within lots 5 and 6 of Tentative Tract Map No. 36959-1.

B-6

SECTION B

CLASSIFICATION OF ASSESSOR'S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2024-25, each Assessor's Parcel within CFD No. 23-01 IA No. 1 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property, or Provisional Exempt Property. In addition, each Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property and Provisional Exempt Property shall be classified as being within Zone 1 or Zone 2. If an Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Exempt Property is located within more than one Zone, it shall be deemed to be entirely within the Zone in which the largest portion of its Acreage is located. In addition, each Assessor's Parcel of Developed Property shall further be classified as Residential Property or Non -Residential Property. Assessor's Parcels of Residential Property shall be further be classified as Attached Residential Property or Detached Residential Property and categorized based on the Building Square Footage of each such Assessor's Parcel.

SECTION C

MAXIMUM SPECIAL TAX A

1. Developed Property
The Maximum Special Tax A for each Assessor's Parcel of Residential Property or Non - Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Annual Special Tax A or (ii) the Backup Annual Special Tax A.

2. Approved Property, Undeveloped Property, and Provisional Exempt Property The Maximum Special Tax A for each Assessor's Parcel classified as Approved Property, Undeveloped Property, or Provisional Exempt Property in any Fiscal Year shall be the Assigned Annual Special Tax A.

SECTION D

ASSIGNED ANNUAL SPECIAL TAX A

1. Developed Property
Each Fiscal Year, each Assessor's Parcel of Residential Property or Non -Residential Property shall be subject to an Assigned Annual Special Tax A.

The Assigned Annual Special Tax A applicable to an Assessor's Parcel of Developed Property shall be determined using the Tables below.

B-7

TABLE 1

ASSIGNED ANNUAL SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 1
Land Use Type
Building Square Footage
Rate
Attached Residential Property
Less than 1,750
$5,310 per Unit
Attached Residential Property
1,750 -1,849
$5,590 per Unit
Attached Residential Property
1,850 -1,949
$5,870 per Unit
Attached Residential Property
Greater than 1,949
$6,150 per Unit
Detached Residential Property
Less than 2,000
$6,040 per Unit
Detached Residential Property
2,000 - 2,099
$6,290 per Unit
Detached Residential Property
Greater than 2,099
$6,540 per Unit
Non -Residential Property
N/A
$61,251 per Acre
TABLE 2

ASSIGNED ANNUAL SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 2
Land Use Type
Building Square Footage
Rate
Attached Residential Property
Less than 1,800
$5,685 per Unit
Attached Residential Property
1,800 - 1,899
$5,835 per Unit
Attached Residential Property
Greater than 1,899
$5,985 per Unit
Detached Residential Property
Less than 2,000
$6,040 per Unit
Detached Residential Property
2,000 - 2,099
$6,290 per Unit
Detached Residential Property
Greater than 2,099
$6,540 per Unit
Non -Residential Property
N/A
$59,860 per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property Each Fiscal Year, each Assessor's Parcel of Approved Property, Undeveloped Property and Provisional Exempt Property shall be subject to an Assigned Annual Special Tax A.

The Assigned Annual Special Tax A rate for an Assessor's Parcel classified as Approved Property, Undeveloped Property or Provisional Exempt Property shall be determined pursuant to Table 3 below:

TABLE 3

ASSIGNED ANNUAL SPECIAL TAX RATES

FOR APPROVED PROPERTY, UNDEVELOPED PROPERTY,

AND PROVISIONAL EXEMPT PROPERTY
Zone
Rate
Zone 1
$61,251 per Acre
Zone 2
$59,860 per Acre
B-8

SECTION E

BACKUP ANNUAL SPECIAL TAX A
At the time a Final Map is recorded, the CFD Administrator shall determine which Zone the Final Map area lies within and the Backup Annual Special Tax A for all Assessor's Parcels classified or reasonably expected to be classified as Residential Property within such Final Map area shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone by the total Acreage of Taxable Property, excluding the Provisional Exempt Property Acreage or Non -Residential Property Acreage if any, in such Final Map area and any Acreage reasonably expected to be classified as Exempt Property, and dividing such amount by the total number of such Assessor's Parcels of Residential Property.

If the Final Map area described in the preceding paragraph lies within more than one Zone, the Backup Annual Special Tax A for Assessor's Parcels of Residential Property or Assessor's Parcels expected to be classified as Residential Property shall be determined by calculating a Backup Special Tax A rate based upon the weighted average of the Maximum Special Tax A rate for Undeveloped Property for the Zones which the Assessor's Parcel overlaps using the acreage of the Assessor's Parcel that lies within each overlapping Zone and multiplying that weighted average Maximum Special Tax A rate by the total Acreage of the subject Assessor's Parcel.

The Backup Annual Special Tax A rate for Non -Residential Property shall be its Annual Assigned Special Tax A rate.

Notwithstanding the foregoing, if Assessor's Parcels which are classified or to be classified as Residential Property or Non -Residential Property are subsequently changed by recordation of a lot line adjustment, Final Map amendment, new Final Map or similar instrument, then the Backup Annual Special Tax A shall be recalculated within the area that has been changed to equal the amount of Backup Annual Special Tax A that would have been generated if such change did not take place.

SECTION F

METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX A
Commencing Fiscal Year 2024-25 and for each subsequent Fiscal Year, the Board of Directors shall levy Annual Special Tax A in accordance with the following steps:

Step One: The Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Annual Special Tax A rates in Tables 1, 2, and 3 to satisfy the Special Tax A Requirement.

Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the applicable Assigned Annual Special Tax A to satisfy the Special Tax A Requirement.

Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Annual Special Tax A shall be levied B-9

Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Assigned Annual Special Tax A for Undeveloped Property applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.

Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Annual Special Tax A on each Assessor's Parcel of Developed Property for which the Maximum Special Tax A is the Backup Annual Special Tax A shall be increased Proportionately from the Assigned Annual Special Tax A up to 100% of the Backup Annual Special Tax A as needed to satisfy the Special Tax A Requirement.

Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Provisional Exempt Property up to 100% of the Assigned Annual Special Tax A applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.

Notwithstanding the above, under no circumstances will the Special Tax A levied in any Fiscal Year against any Assessor's Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax A applicable to any other Assessor's Parcel be increased by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default.

SECTION G

PREPAYMENT OF ANNUAL SPECIAL TAX A
The following definitions apply to this Section G:
"CFD Public Facilities Amount" means $17,265,000 expressed in 2024 dollars, which shall increase by the Construction Inflation Index on July 1, 2025, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the public facilities under the authorized bonding program, or (ii) shall be determined by the Board of Directors concurrently with a covenant that the CFD will not issue any more Bonds. "Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the City of Los Angeles, measured as of the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles. "Future Facilities Costs" means the CFD Public Facilities Amount minus (i) Bond proceeds deposited in Improvement Funds and accounts and (ii) other amounts (special taxes, interest earnings, etc.) allocated to Improvement Funds and accounts that were available to fund such CFD Public Facilities Amount prior to the date of prepayment. "Improvement Fund" means, collectively, an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct public facilities B-10

eligible under the Act and any account established prior to the issuance of Bonds for such purpose.
"Outstanding Bonds" means all previously issued Bonds, which will remain outstanding after the payment of principal from the amount of Special Tax A that have been levied, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Special Tax A.

Prepayment in Full
The Maximum Special Tax A obligation may be prepaid and permanently satisfied for (i) Assessor's Parcels of Developed Property, (ii) Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved or Undeveloped Property for which a Building Permit has not been issued, and (iv) Assessor's Parcels of Provisional Exempt Property that are not Exempt Property pursuant to Section P. The Maximum Special Tax A obligation applicable to a Assessor's Parcel may be fully prepaid and the obligation to pay the Special Tax A for such Assessor's Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Tax A with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Maximum Special Tax A obligation for such Assessor's Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor's Parcel.

Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor's Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below):

Bond Redemption Amount
plus
Redemption Premium
plus
Future Facilities Amount
plus
Defeasance Amount
plus
Administrative Fees and Expenses
less
Reserve Fund Credit
Equals:

Prepayment Amount
The Prepayment Amount shall be determined by the CFD Administrator as of the proposed prepayment date as follows:

1. Confirm that no Special Tax A delinquencies apply to such Assessor's Parcel.

2. For an Assessor's Parcel of Developed Property, compute the Maximum B-11

Special Tax A for the Assessor's Parcel. For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel.

For an Assessor's Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued or Provisional Exempt Property, to be prepaid, compute the Maximum Special Tax A for the Assessor's Parcel.

3. Divide the Maximum Special Tax A derived pursuant to paragraph 2 by the total amount of Special Tax A that could be levied at the Maximum Special Tax A for all Assessor's Parcels of Taxable Property based on the applicable Maximum Special Tax A, including for Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property, not including any Assessor's Parcels for which the Special Tax A obligation has been previously prepaid.

4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount").

5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium").

6. Determine the Future Facilities Costs.

7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount").

8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments.

9. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which have not yet been paid.

10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the B-12

Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the "Defeasance Amount").

12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Maximum Special Tax A obligation for the Assessor's Parcel and the redemption of Outstanding Bonds (the "Administrative Fees and Expenses").

13. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of. (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit.

15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Improvement Fund. The Administrative Fees and Expenses shall be retained by the CFD.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds.

In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax A prepayments of Outstanding Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year's Special Tax A levy as determined pursuant to paragraph 9 above, if applicable and possible, the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for the Assessor's Parcel from the County tax roll.

With respect to any Assessor's Parcel for which the Maximum Special Tax A obligation is prepaid, the Board shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax A obligation and the release of the Special B-13

Tax A lien for the Assessor's Parcel, and the obligation to pay the Special Tax A for such Assessor's Parcel shall cease.

Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on all Assessor's Parcels of Taxable Property, excluding all Provisional Exempt Property and all Assessor's Parcels with delinquent Special Taxes, after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses.

Tenders of Bonds in prepayment of the Maximum Special Tax A obligation may be accepted upon the terms and conditions established by the Board of Directors pursuant to the Act.

However, the use of Bond tenders shall only be allowed on a case -by -case basis as specifically approved by the Board of Directors.

SECTION H

PARTIAL PREPAYMENT OF ANNUAL SPECIAL TAX A
The Maximum Special Tax A obligation for an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of determining the partial prepayment amount, the provisions of Section G shall be modified as provided by the following formula:

PP = ((PE —A) x F) +A
These terms have the following meaning:

PP= Partial Prepayment
PE = the Prepayment Amount calculated according to Section G F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum Special Tax A obligation
A = the Administrative Fees and Expenses determined pursuant to Section G The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax A obligation for the Assessor's Parcel shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax A obligation, (ii) the percentage of the Maximum Special Tax A obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 business days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment for the Assessor's Parcel. A Partial Prepayment must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment.

With respect to any Assessor's Parcel for which the Maximum Special Tax A obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment as provided in B-14

Paragraph 15 of Section G and (ii) indicate in the records of the CFD that there has been a Partial Prepayment for the Assessor's Parcel and that a portion of the Special Tax A obligation equal to the remaining percentage (1.00 - F) of Special Tax A obligation will continue on the Assessor's Parcel pursuant to Section F.

SECTION I

MAXIMUM SPECIAL TAX B

1. Developed Property
Maximum Special Tax B
Each Fiscal Year, each Assessor's Parcel of Residential Property or Non -Residential Property shall be subject to a Maximum Annual Special Tax B.

The Maximum Annual Special Tax B applicable to an Assessor's Parcel of Developed Property shall be determined using Table 4 below.

TABLE 4

MAXIMUM SPECIAL TAX B RATES

FOR DEVELOPED PROPERTY
FISCAL YEAR 2023-24
Land Use Type
Rate
Residential Property
$237 per Unit
Non -Residential Property
$2,398 per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax B shall be levied on Approved Property, Undeveloped Property, and Provisional Exempt Property.

3. Increase in the Maximum Special Tax B
On each July 1, commencing July 1, 2024, the Maximum Special Tax B shall be increased by an amount equal to five and six -tenths percent (5.6%) of the amount in effect for the previous Fiscal Year.

B-15

SECTION J

METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX B
Commencing with Fiscal Year 2024-25 and for each following Fiscal Year, the City shall levy the Special Tax B at up to 100% of the applicable Maximum Special Tax B, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax B equals the Special Tax B Requirement.

SECTION K

PREPAYMENT OF ANNUAL SPECIAL TAX B
No prepayments of Annual Special Tax B are permitted.

SECTION L

MAXIMUM SPECIAL TAX C

1. Developed Property
Maximum Special Tax C
Each Fiscal Year, each Assessor's Parcel of Residential Property or Non -Residential Property shall be subject to a Maximum Annual Special Tax C.

The Maximum Annual Special Tax C applicable to an Assessor's Parcel of Developed Property shall be determined using Table 5 below.

TABLE 5

MAXIMUM SPECIAL TAX C RATES

FOR DEVELOPED PROPERTY
FISCAL YEAR 2023-24
Land Use Type
Rate
Residential Property
$43 per Unit
Non -Residential Property
$435 per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax C shall be levied on Approved Property, Undeveloped Property, and Provisional Exempt Property.

3. Increase in the Maximum Special Tax C
On each July 1, commencing July 1, 2024, the Maximum Special Tax C shall be increased by an amount equal to two percent (2.0%) of the amount in effect for the previous Fiscal Year.

B-16

SECTION M

METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX C
Commencing with Fiscal Year 2024-25 and for each following Fiscal Year, the City shall levy the Special Tax C at up to 100% of the applicable Maximum Special Tax C, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax C equals the Special Tax C Requirement.

SECTION N

PREPAYMENT OF ANNUAL SPECIAL TAX C
No prepayments of Annual Special Tax C are permitted.

SECTION O

TERM OF THE SPECIAL TAX A, SPECIAL TAX B, AND SPECIAL TAX C The Annual Special Tax A shall be levied on all Assessor's Parcels subject to the Annual Special Tax A commencing in Fiscal Year 2024-25 and in each Fiscal Year thereafter as necessary to satisfy the Special Tax A Requirement. If any delinquent Annual Special Tax A amounts remain uncollected prior to or after all Bonds are retired, the Annual Special Tax A may be levied to the extent necessary to reimburse CFD No. 23-01 IA No. 1 for uncollected Annual Special Tax A amounts associated with the levy of such Annual Special Tax A amounts, but not later than the 2067-68 Fiscal Year.

For each Fiscal Year, Special Tax B and Special Tax C shall be levied in perpetuity as long as the Authorized Services and the Conservation Fee, respectively, are being provided or required, as applicable.

SECTION P

EXEMPT PROPERTY
The CFD Administrator shall classify as Exempt Property within the applicable Zone, (i) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor's Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor's Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor's Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) other types of public uses determined by the CFD Administrator. The CFD Administrator shall classify such Assessor's Parcels as Exempt Property in the chronological order in which property becomes Exempt.

Notwithstanding the foregoing, the CFD Administrator for purposes of levying the Special Tax shall not classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in B-17

Table 6 below. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in Table 6 will be classified as Provisional Exempt Property, and will be subject to the levy of Special Tax pursuant to Step Five in Section F.

TABLE 6

MINIMUM TAXABLE ACRES
Zone
Acres
Zone 1

14.04 Zone 2

11.16 SECTION Q

APPEALS AND INTERPRETATIONS
Any property owner claiming that the amount or application of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C is not correct may file a written notice of appeal with the CFD Administrator in any Fiscal Year not later than twelve months after having paid the first installment of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C that is disputed for the applicable Fiscal Year. The CFD Administrator shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C, and rule on the appeal. If the CFD Administrator's decision requires that the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C for an Assessor's Parcel be modified or changed in favor of the property owner, a cash refund shall not be made (except for the last year of levy in the case of the Annual Special Tax A), but an adjustment shall be made to the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C on that Assessor's Parcel in the subsequent Fiscal Year(s).

The Board of Directors may interpret this Rate and Method of Apportionment of Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C for purposes of clarifying any ambiguity and make determinations relative to the amount of Administrative Expenses.

SECTION R

MANNER OF COLLECTION
The Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 23-01 IA No. 1 may collect the Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C at a different time or in a different manner if necessary to meet its financial obligations.

B-18

EXHIBIT C

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-01
(ALTAIR)

NOTICE OF PUBLIC HEARING
Notice is hereby given that the Board of Directors of the Temecula Public Financing Authority will conduct a public hearing on Tuesday, March 26, 2024 at 6:00 p.m. or as soon thereafter as practicable, in the Temecula City Council chambers located at 41000 Main Street, Temecula, California, to consider the following:

INTENT TO FORM

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO 23-01
(ALTAIR)
On February 13, 2024, the Board of Director's of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein — Altair" (the "Resolution of Intention").

Reference is hereby made to the Resolution of Intention on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars.

In the Resolution of Intention, the Board of Directors declared its intention to establish (i) the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District"), (ii) Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) ("Improvement Area No. 1"), and (iii) a future annexation area for the District (the "Future Annexation Area"), all in order to fund costs of certain public improvements, a conservation fee and municipal services identified in an exhibit to the Resolution of Intention. The proposed boundaries of the District, Improvement Area No. 1 and the Future Annexation Area were identified, and the Resolution of Intention identified a proposed special tax to be levied on real property to be included in Improvement Area No. 1 to fund costs of the public improvements, the conservation fee and the municipal services, and/or to pay debt service on bonds to be issued, in a principal amount not to exceed $25,000,000, for Improvement Area No. 1 and not to exceed $70,000,000 for property in the Future Annexation Area that may be annexed to the CFD, in order to finance costs of the public improvements.

In the Resolution of Intention, the Board of Directors provided that the levy of the special tax will be subject to a mailed ballot election among the landowners in Improvement Area No. 1.

The Board of Directors authorized the Executive Director of the Temecula Public Financing Authority to execute a joint community facilities agreement with each of the City of Temecula, the Eastern Municipal Water District, the Rancho California Water District and any other public entity that will own and/or operate any of the public improvements, or that will provide any of c-1

the services, to be funded by the community facilities district; the Board of Directors ordered the Director of Public Works of the City to prepare a report on the District, the Improvement Area No. 1 and the Future Annexation Area, and called for a public hearing on the District, the Improvement Area No. 1 and the Future Annexation Area. The Resolution of Intention also authorized the Executive Director of the Temecula Public Financing Authority to execute an Acquisition Agreement with SB Altair, LLC relative to the construction and financing of improvements authorized to be financed by the District, in the form on file with the Secretary of the Authority.

At the hearing, the testimony of all interested persons or taxpayers, including all persons owning property within the District, including Improvement Area No. 1, for or against the establishment of the District and Improvement Area No. 1, the Special Tax to be levied in Improvement Area No. 1, the extent of the District and Improvement Area No. 1 and the furnishing of the specified Facilities and Services and the Conservation Fee, will be heard. Any person interested may file a protest in writing. Any protests pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularities and defects to which objection is made. All written protests must be filed with the Secretary of the Authority at or before the time fixed for the hearing.

If 50% or more of the registered voters, or six registered voters, whichever is more, residing in the territory proposed to be included in Improvement Area No. 1, or the owners of one-half or more of the area of land in the territory proposed to be included in Improvement Area No. 1 and not exempt from the Special Tax to be levied in Improvement Area No. 1, file written protests against the establishment of the District and Improvement Area No. 1 and the protests are not withdrawn to reduce the value of the protests to less than a majority, the Board of Directors shall take no further action to create the District and Improvement Area No. 1 or levy the Special Tax in Improvement Area No. 1 for a period of one year from the date of decision of the Board of Directors, and, if the majority protests of the registered voters or landowners are only against the furnishing of a type or types of Facilities or Services or the Conservation Fee within the District and Improvement Area No. 1, or against levying a specified part of the Special Tax in Improvement Area No. 1, those types of Facilities or Services or the Conservation Fee, or the specified part of the Special Tax to be levied in Improvement Area No. 1 will be eliminated from the proceedings to form the District and Improvement Area No. 1.

In addition, at the hearing, the testimony of all interested persons for and against the establishment of the Future Annexation Area or the levying of special taxes within any portion of the Future Annexation Area annexed in the future to the District will be heard. If 50% or more of the registered voters, or 6 registered voters, whichever is more, residing within the proposed territory of the District, or if 50% or more of the registered voters, or 6 registered voters, whichever is more, residing in the territory proposed to be included in the Future Annexation Area, or the owners of 50% or more of the area of land in the territory proposed to be included in the District or in the Future Annexation Area, file written protests against the establishment of the Future Annexation Area and the protests are not withdrawn to reduce the value of the protests to less than a majority, the Board of Directors shall take no further action to create the Future Annexation Area for a period of one year from the date of decision of the Board of Directors. c-2

Any person interested in these matters is invited to comment either for or against the above item. If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Secretary of the Authority at or prior to the public hearing.

If there is no majority protest, the Board of Directors may submit the levy of the Special Tax in Improvement Area No. 1 for voter approval at a special election. The voting procedure shall be by mail ballot among the property owners in Improvement Area No. 1. The Special Tax requires the approval of 2/3rds of the votes cast at a special election by the property owner voters of Improvement Area No. 1, with each owner having one vote for each acre or portion thereof such owner owns in Improvement Area No. 1 not exempt from the Special Tax. /s/ Randi Johl
Secretary, Temecula
Public Financing Authority
C-3

RESOLUTION NO. TPFA 2024-

A RESOLUTION OF THE BOARD OF DIRECTORS OF

THE TEMECULA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENTION TO INCUR BONDED

INDEBTEDNESS OF THE PROPOSED TEMECULA

PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO.23-01 (ALTAIR)

THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. This Board of Directors has this date adopted its Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and To Authorize the Levy of Special Taxes Therein — Altair," stating its intention to form a community facilities district (the "District") pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Law"), and to designate an improvement area therein ("Improvement Area No. I") and to identify a future annexation area for the District (the "Future Annexation Area"), all for the purpose of financing the costs of certain public improvements (the "Facilities"), a conservation fee, and the costs of providing certain municipal services.

Section 2. This Board of Directors estimates that in order to finance the Facilities, it is necessary to incur bonded indebtedness of the proposed Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District") in the amount of not to exceed $25,000,000 for Improvement Area No. 1 (the "Improvement Area No. 1 Indebtedness Limit") and not to exceed $70,000,000 for the property in the Future Annexation Area when and if it annexes to the District (the "Future Area Indebtedness Limit").

However, in the event all or a portion of the Future Annexation Area is annexed as one or more Future Improvement Areas, the maximum indebtedness of each such Future Improvement Area shall be identified in the unanimous approval of the property owner or property owners of the property to be annexed at the time of the annexation, and the amount of the maximum indebtedness for the Future Improvement Area shall be subtracted from the Future Area Indebtedness Limit.

Section 3. The bonded indebtedness is proposed to be incurred for the purpose of financing all or a portion of the costs of the Facilities, including costs incidental to or connected with the accomplishment of said purposes and of the financing thereof.

Section 4. This Board of Directors, acting as legislative body for the District, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount of not to exceed the Improvement Area No. 1 Bonded Indebtedness Limit, bearing interest payable semi- annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale

of such bonds, and maturing not to exceed forty (40) years from the date of the issuance of said bonds.

This Board of Directors, acting as legislative body for the District, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount with respect to the Future Improvement Areas to be determined at the time of annexation (not to exceed the Future Area Indebtedness Limit in the aggregate), bearing interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of each series of bonds and other debt, and maturing not to exceed 40 years from the date of the issuance of said bonds.

Section 5. Tuesday, March 26, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District, will conduct a public hearing on the proposed debt issue and consider and finally determine whether the public interest, convenience and necessity require the issuance of bonds of the Authority for Improvement Area No. 1 and the Future Improvement Areas.

Section 6. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper of general circulation circulated within the District.

The publication of said notice shall be completed at least seven (7) days before the date herein set for said public hearing. The notice shall be substantially in the form of Exhibit A hereto.

Section 7. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 13th day of February, 2024.

ATTEST:

Randi Johl, Secretary
[SEAL]
James Stewart, Chair
N

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

I_ : W: I :T97_11 to] 07L1aL10.1a C�
ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

EXHIBIT A

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-01
(ALTAIR)

INTENT TO INCUR INDEBTEDNESS

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO 23-01
(ALTAIR)
On February 13, 2024, the Board of Directors of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention To Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "Resolution of Intention to Incur Indebtedness"). Reference is hereby made to the Resolution of Intention to Incur Indebtedness on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars.

In the Resolution of Intention to Incur Indebtedness, the Board of Directors declared its intention to authorize the issuance and sale of bonds in the maximum principal amount of $25,000,000 for Improvement Area No. 1 the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair), and in the maximum principal amount of $70,000,000 for the possible Future Improvement Areas of the District, as described therein, to finance costs of public improvements authorized to be funded by the District. The testimony of all interested persons, including all persons owning property in the area included in the proposed community facilities district, in Improvement Area No. 1, or in the Future Annexation Area described in the Resolution of Intention to Incur Indebtedness, for or against the proposed debt issuance will be heard at the public hearing.

Any person interested in these matters is invited to attend and present testimony either for or against the above item. If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Secretary of the Authority at or prior to the public hearing.
/s/ Randi Johl
Secretary, Temecula
Public Financing Authority
A-1

RESOLUTION NO.2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING JOINT COMMUNITY

FACILITIES AGREEMENT RELATING TO THE

FINANCING OF PUBLIC IMPROVEMENTS AND

IMPLEMENTATION OF AN ACQUISITION AGREEMENT

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

Section 1. The Board of Directors of the Temecula Public Financing Authority (the "Authority") is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "CFD"), to designate an improvement area therein and to identify a future annexation area for the CFD, all pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance, among other improvements, the costs of public improvements (the "Improvements") to be owned and/or operated by the City of Temecula (the "City") described in the proceedings to form the CFD.

Section 2. The CFD, the improvement area and the future annexation area are also expected to be authorized to fund certain municipal services (the "Services") and an annual wildlife conservation fee (the "Conservation Fee"), both as described in the proceedings to form the CFD.

Section 3. In order to enable the CFD, the improvement area and the future annexation area to finance the Improvements, the Services and the Conservation Fee, Section 53316.2 of the California Government Code requires that the City and the Authority enter into a joint community facilities agreement prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds, with respect to the portion of the Improvements to be owned or operated, and with respect to the Services to be provided by the City for the CFD, and with respect to the Conservation Fee to be administered by the City for the CFD.

Section 4. The Conservation Fee is expected to be included in the annual special tax levy by the Authority for the CFD and will be remitted by the Authority to the City to be accumulated and disposed of by the City as provided in Section 4.4.5(v) of the Development Agreement, entered into as of January 1, 2018 (the "Development Agreement"), between the City and Temecula West Village, LLC, which agreement has been subsequently assigned to SB Altair, LLC, as the developer of the property in the CFD.

Section 5. A form of joint community facilities agreement, by and between the City and the Authority relating to the Improvements to be owned or operated by the City, with respect to the Services to be provided by the City for the CFD, and with respect to the Conservation Fee to be administered by the City for the CFD (the "Joint Community Facilities Agreement") has been filed with the City Clerk.

Section 6. The City Council, with the assistance of City staff, has reviewed the Joint Community Facilities Agreement, and the City Council now desires to approve the Joint Community Facilities Agreement and direct its execution and delivery.

Section 7. The Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with the developer of the land in the CFD, whereby developer will construct some of the Improvements to be acquired with the proceeds of the Bonds.

Section 8. The implementation of the Acquisition Agreement will involve actions by the Director of Public Works of the City and certain other City officials, and the City Council now desires to authorize City officials to assist in the implementation of the Acquisition Agreement.

Section 9. The City Council hereby approves the Joint Community Facilities Agreement in the form on file with the City Clerk, and hereby authorizes and directs the City Manager to execute and deliver the Joint Community Facilities Agreement in such form together with any changes therein deemed advisable by the City Manager upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the City Manager of the Joint Community Facilities Agreement. The City Council hereby declares that the Joint Community Facilities Agreement (a) will be beneficial to the residents residing within the boundaries of the City, and (b) the Joint Community Facilities Agreement will apply to the CFD, the Improvement Area and all or any portion of the Future Annexation Area that annexes to the CFD.

Section 10. The City Council hereby authorizes the Director of Public Works and all other appropriate officials of the City to assist the Authority in the implementation of the Acquisition Agreement, and to perform those functions described in the Acquisition Agreement as to be performed by officials of the City.

Section 11. The Mayor, City Manager, Director of Finance, the Director of Public Works and City Clerk, and all other officers of the City, are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder to implement the Joint Community Facilities Agreement, to assist the Authority in implementing the Acquisition Agreement and to assist with the disposition and use of the Conservation Fee in accordance with the Development Agreement, including but not limited to the execution and delivery of any and all agreements, certificates, documents and other instruments which they, or any of them, deem necessary or desirable and not inconsistent with the purposes of this Resolution and such agreements.

Section 12. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of February, 2024.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

Quint & Thimmig LLP

PETITION
(Including Waivers)
To Create a Community Facilities District and
With Respect to Related Matters
To the Board of Directors of the
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
Dear Directors:
11/8/23
1/19/24
1/24/24
This is a petition to create a community facilities district, and with respect to related matters, under Sections 53311 and following of the California Government Code (the "Act"), and the undersigned hereby states as follows:

1. Petitioner. This petition is submitted by the entity identified below (the "Petitioner") as the prospective owner, or the owner, of the parcels of land identified below (the "Land"). By submitting this petition, the Petitioner represents to the Temecula Public Financing Authority (the "Authority") that it is or will be the sole owner of the Land, and that the person executing this Petition is authorized to execute it for the Petitioner.

2. Proceedings Requested. The Petitioner hereby asks that the Board of Directors of the Authority undertake proceedings under the Act to create a community facilities district to be designated "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "CFD"), to designate an initial improvement area of the CFD (the "Improvement Area No. 1") and to allow for a future annexation area for the CFD (the "Future Annexation Area"). Petitioners ask that the proceedings provide for the levy special taxes on property included in Improvement Area No. 1 and to authorize special tax bonds for Improvement Area No. 1 in an amount of not to exceed $25,000,000; and allow for special tax bonds for property in the Future Annexation Area, when annexed to the District, in an amount not to exceed $70,000,000.

3. Boundaries of CFD. The Petitioner hereby asks that the territory to be included within the boundaries of the CFD and Improvement Area No. 1 include the portion of the Land identified as the "Initial Property" identified below, and that the territory to be included in the Future Annexation Area include the portion of the Land identified as the "Potential Additional Property" identified below.
20009.23:J 18864

4. Purpose of CFD. The Petitioner hereby asks that the CFD be created, the special taxes be levied and the bonds be issued (a) to finance costs of the public improvements identified as the "Facilities" on Exhibit A hereto, and (b) to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund an annual wildlife conservation fee and costs of certain municipal services identified on Exhibit A.

5. Election. The Petitioner hereby asks that the special election to be held under the Act to authorize the levy of the special taxes and the issuance of the bonds and to establish an appropriations limit for the Improvement Area be consolidated into a single election and that the election be conducted by the Authority and its officials, using mailed or hand -delivered ballots and that such ballots be opened and canvassed and the results certified at the same meeting of the Board of Directors of the Authority as the meeting at which the public hearings on the CFD under the Act are to be held, or as soon thereafter as possible.

6. Waivers. To expedite the completion of the proceedings for the formation of the CFD, the Petitioner hereby waives all notices of hearings and all notices of election, applicable waiting periods under the Act for the election and all ballot analysis and arguments for the election. The Petitioner also waives (a) any requirement as to the specific form of the ballot or wording of the ballot proposition to be used for the election, whether under the California Elections Code, the California Constitution or otherwise, and (b) any notice with respect to the special taxes to be levied on property in the CFD otherwise required by California Government Code Section 54930.

This Petition is dated January 29, 2024.

The property that is the subject
of this Petition is identified as,
with respect to the Initial
Property, Riverside County
Assessor Parcel Nos.:
940-310-013 (portion)
940-310-015
940-310-016
940-310-044
940-310-045
940-310-046
940-310-047
940-310-048

SB ALTAIR, LLC,
a Delaware limited liability company
By: Brookfield Temecula, LLC, a
Delaware limited liability company,
its Operations Manager
By: J_kt��
Name: N( W t'v 9yYLbyTrr
Its: g-f-5 in qoov
By:

Name: `� n M. Ogren
Vice President
Its:
-2-

and with respect to the Potential
Additional Property, Riverside
County Assessors Parcel Nos.:
940-310-013 (portion)
940-320-001
940-320-002
940-320-003
940-320-004
940-320-005
940-320-006
940-320-007
-3-

EXHIBIT A

DESCRIPTION OF FACILITIES AND MUNICIPAL SERVICES TO BE FUNDED BY THE CFD

FACILITIES
It is proposed that the CFD be eligible to finance all or a portion of the costs of the following facilities:
• The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances.
• Landscaping improvements in the public right of way, including related appurtenances.
• Amenities for parks located within and in the vicinity of the CFD. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program.
• Sewer system improvements to be designated by the Eastern Municipal Water District.
• Water system improvements to be designated by the Rancho California Water District.
• School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more.

insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing.

CONSERVATION FEE
It is proposed that the CFD be eligible to fund the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC.

MUNICIPAL SERVICES
It is proposed that the CFD be eligible to fund all or a portion of the costs of the following municipal services:
• Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services.
• Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the CFD.
• Maintenance of storm protection and drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection.
• Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping.
• Maintenance of street lighting located within or in the vicinity of the CFD, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including but not limited to electrical, LED replacement, maintenance and replacement. • Graffiti removal from public improvements within and in the area of the CFD. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the A-2

Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of powers agreement adopted pursuant to Section 53316.2 of the California Government Code.

The CFD may fund any of the following related to the services described above: the furnishing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses. The CFD may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof.

The services to be financed by the CFD shall be in addition to those provided in the territory of the CFD before the date of creation of the CFD, and will not supplant services already available within that territory when the CFD is created.

ADMINISTRATIVE EXPENSES
The administrative expenses to be financed by the CFD include the direct and indirect expenses incurred by the Authority and the City in carrying out their respective duties with respect to the CFD (including, but not limited to, the levy and collection of the special taxes) including the fees and expenses of attorneys, any fees of the County of Riverside related to the CFD or the collection of special taxes, an allocable share of the salaries of the Authority and City staff directly related thereto and a proportionate amount of the Authority's and the City's general administrative overhead related thereto, any amounts paid by the Authority and the City from its respective general fund with respect to the CFD or the facilities, conservation fee and services authorized to be financed by the CFD, and expenses incurred by the Authority and the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the Authority and City in any way related to the CFD.

OTHER
The CFD may also finance any of the following:

1. Bond related expenses, including underwriters discount, appraisal and price point study costs, reserve fund, capitalized interest, bond and disclosure counsel fees and expenses, A-3

landowner counsel fees and expenses, and all other incidental expenses related to any special tax bonds (the "Bonds") issued for the CFD.

2. Administrative fees of the Bond trustee or fiscal agent related to the CFD and the Bonds.

3. Reimbursement of costs related to the formation of the CFD advanced by the Authority, the City of Temecula, any landowner in the CFD, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the Authority, the City of Temecula, any landowner in the CFD or any party related to any of the foregoing, for facilities, conservation fees, services or other purposes or costs of the CFD.

A-4

Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered.

H. Legal Representation. Each of the Parties acknowledge that in connection with the negotiation and execution of this Agreement, they have each been represented by independent counsel of their own choosing and the Parties executed this Agreement after review by such independent counsel. The Parties further acknowledge that, prior to executing this Agreement, each of the Parties has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters that are the subject of said Agreement.

K. No Agency or Joint Venture.. The terms and provisions of this Agreement will not cause the Parties hereto or any of each Parties' agents, consultants, contractors, or other providers of professional services to be construed in any manner whatsoever as partners, joint venturers, or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge, or expense of the other party to this Agreement.

L. Time of Essence. Time is expressly made of the essence of each and every provision of this Agreement.

M. Remedies._ No remedy or election hereunder will be deemed to be exclusive but will, wherever possible, be cumulative with all other remedies at or in equity.

N. Venue. Venue for any action arising directly or indirectly under this Agreement will be in the Superior Court of Riverside County, California. in

Quint & Thimmig LLP 1 / 29 / 24
JOINT COMMUNITY FACILITIES AGREEMENT — CITY

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.23-01
(ALTAIR)
This Joint Community Facilities Agreement — City (the "Agreement"), dated for convenience as of February 13, 2024, is by and between the Temecula Public Financing Authority (the "Authority") and the City of Temecula, California (the "Participating Agency").

RECITALS:

WHEREAS, the Authority is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "CFD") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"); and WHEREAS, in the proceedings to form the CFD, the Authority will, as permitted by Section 53350 of the Act, designate the property initially included in the CFD as Improvement Area No. 1 of the CFD ("Improvement Area No. 1"), and will provide for a future annexation area for the CFD that identifies property that may in the future be annexed to the CFD; and WHEREAS, the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance various public improvements some of which are expected to be acquired and constructed in the City of Temecula; and
WHEREAS, the improvements to be financed with the proceeds of the Bonds may include the improvements described in Attachment A hereto (the "Improvements"), which Attachment is, by this reference, incorporated herein; and WHEREAS, the CFD will also be authorized to finance certain municipal services (the "Services") and a wildlife conservation fee (the "Conservation Fee"), and the Participating Agency is willing to provide the Services to the extent it is reimbursed for the costs thereof by the CFD and to accumulate and dispose of the Conservation Fee as funds in respect thereof are provided by the CFD to the Participating Agency; and
WHEREAS, some of the Improvements designated as the CFD Designated Facilities on Attachment A (the "CFD Designated Facilities") are to be constructed by SB Altair, LLC, the initial owner of the land in the CFD (the "Developer"), and the Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with the Developer, whereby the Authority will use proceeds of the Bonds to acquire the CFD Designated Facilities from the Developer; and
WHEREAS, the parties hereto expect that the Participating Agency will own and operate the CFD Designated Facilities if they comply with the standards and have been completed to the satisfaction of the Participating Agency; and
WHEREAS, the implementation of the Acquisition Agreement will involve actions by officials of the Participating Agency, and the Participating Agency is willing to provide the services of its officials as necessary to implement the provisions of the Acquisition Agreement; and
20009.23:J19366

WHEREAS, the Improvements designated as the City Designated Facilities on Attachment A (the "City Designated Facilities") will be determined, constructed, and owned and operated by the Participating Agency, costs of which will be funded with Bond proceeds; and
WHEREAS, Section 53316.2 of the Act requires that the Authority enter into a joint community facilities agreement with the Participating Agency, prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds in respect of the Improvements which Improvements are to be financed with the proceeds of the Bonds, and, upon completion, are to be owned and operated by the Participating Agency, and in respect to the Services to be provided by the Participating Agency and the Conservation Fee to be included in special tax levies on property in the CFD to be accumulated and administered by the Participating Agency; and
WHEREAS the Authority and the Participating Agency now desire to enter into this Agreement to satisfy the requirements of Section 53316.2 of the Act and to memorialize their understanding with respect to the proceeds of the Bonds, the Improvements, the Services, the Conservation Fee and the Acquisition Agreement, all as more particularly set forth below.

NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto do hereby agree as follows:

Section 1. Reservation of Bond Funds. If and when it issues the Bonds, the Authority intends to deposit a portion of the proceeds of the Bonds in an Acquisition Account (the "Acquisition Account") of an Improvement Fund (the "Improvement Fund") for the CFD to be available to finance a portion of the costs incurred in connection with the acquisition and construction of the CFD Designated Facilities, and to deposit a portion of the proceeds of the Bonds to a City Account (the "City Account") of the Improvement Fund to finance costs of the City Designated Facilities. Amounts in the Improvement Fund, including in the accounts therein, together with any investment earnings thereon, shall be held in the Improvement Fund for the sole and exclusive benefit of the CFD, and such amount shall in no way be pledged as security for the Bonds.

Other than the funds described in the preceding paragraph, the Authority shall have no obligation to pay for any of the costs of the Improvements, including but not limited to any costs of planning, acquisition, construction, installation or inspection of the Improvements. Any costs of the CFD Designated Facilities listed in Attachment A hereto in excess of the proceeds of the Bonds in the Acquisition Account and any earnings thereon while in the Acquisition Account available to pay such costs will be paid by or on behalf of the Developer. Any costs of the City Designated Facilities in excess of the proceeds of the Bonds in the City Account and any earnings thereon while in the City Account available to pay such costs will be paid by the Participating Agency.

The Participating Agency shall provide a credit against its development impact fees and Quimby Act fees (together, the "City Development Fees") otherwise payable with respect to the construction of attached and detached residential dwelling units in the territory of the CFD, on a dollar for dollar basis, equal to amounts disbursed to the Participating Agency from the City Account.

In the event that the Developer pays to the Participating Agency either a public facility contribution (the "Developer Contribution") or any of the City Development Fees prior to the issuance of any Bonds, the Participating Agency shall, following the issuance of the Bonds, rebate to the Developer an amount equal to the lesser of (a) the aggregate of the Developer -2-

Contribution and any City Development Fees so paid, or (b) the amount deposited from the Bond proceeds to the Acquisition Account. Any such payment to the Developer shall be made upon the written request of the Developer setting forth the amounts to be rebated, and shall be made solely from (i) to the extent not yet expended by the City, the Developer Contribution and the City Development Fees so paid by the Developer, (ii) proceeds of annual special taxes levied on property in the CFD after providing for Bond debt service and CFD administrative expenses, or (iii) the proceeds of the Bonds to the extent approved by bond counsel to the Authority, in any event without interest.

Section 2. Construction of Improvements. (a) The CFD Designated Facilities have been or will be constructed pursuant to plans and specifications approved by the Participating Agency. The Participating Agency shall not have any liability whatsoever in respect of any work performed in connection with the CFD Designated Facilities; provided that this sentence shall in no way limit any rights the Participating Agency may have against any persons or entities in respect of the acquisition or construction of the CFD Designated Facilities once the Participating Agency accepts title to and control over the CFD Designated Facilities.

To the extent that the Participating Agency incurs expenses incident to reviewing and approving design plans and specifications, conducting construction field inspections and otherwise in connection with the design, construction and acceptance of the CFD Designated Facilities, such expenses may be reimbursed to the Participating Agency upon presentation of invoices as to the nature and amount of such costs and expenses, from available amounts in the Acquisition Account, or if there are no such available funds, then from one of the owners of the land in the CFD (as may be required in any applicable subdivision improvement agreements pertaining thereto) or from any other legally available funds. (b) The Participating Agency (i) shall determine the specific City Designated Facilities to be funded in whole or in part with funds in the City Account, each of which shall have a useful life of five years or longer, shall be owned by the Participating Agency or a governmental entity (other than the federal government) in which no nongovernmental entity (or the federal government) has any special legal entitlements; (ii) shall proceed with due diligence to complete the improvements and to pay costs thereof from amounts in the City Account within three years of the date of issuance of the Bonds; and (iii) reasonably expects to draw and expend all amounts in the City Account within three years of the date of issuance of the Bonds. The Participating Agency shall be responsible for the construction of the City Designated Facilities, cost of which shall be paid from amounts in the City Account or from other lawfully available funds of the Participating Agency.

Section 3. Inspection and Acceptance; Ownership. (a) The Participating Agency shall cause inspections to be made during the construction of the CFD Designated Facilities in accordance with its customary procedures for construction projects of a similar nature. Upon completion of construction of the CFD Designated Facilities to the satisfaction of the Participating Agency, the Participating Agency shall accept dedication of the CFD Designated Facilities in accordance with its customary procedures, and shall accept ownership, and responsibility for operation of the CFD Designated Facilities conditioned upon the passage to the Participating Agency of fee title clear of all encumbrances and easements not otherwise acceptable to the Participating Agency in its sole discretion. The Participating Agency shall have no responsibility with respect to the ownership or operation of the CFD Designated Facilities unless and until construction has been completed to the satisfaction of the Participating Agency. The Authority shall have no obligation to at any time own or operate any of the CFD Designated Facilities.
-3-

(b) The Participating Agency shall own all of the City Designated Facilities during their construction and upon their completion. The Authority shall have no obligation to at any time own or operate any of the City Designated Facilities.
(c) The Participating Agency shall not sell or lease all or any portion of the Improvements, or grant any special legal entitlements to any of the Improvements, that would cause the Authority to be in breach of its covenants related to the tax-exempt status of the interest on the Bonds.

Section 4. Provision of Services. The Authority agrees to include in the levy of special taxes on property in Improvement Area No. 1 a Special Tax B to pay costs of the Services, as provided in the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 1, and to include a similar Special Tax B in the Rate and Method of Apportionment of Special Taxes for any property annexed to the CFD. The Participating Agency hereby agrees to provide, or cause to be provided, the Services authorized to be financed by the CFD and otherwise identified in Attachment A hereto, but only to the extent and so long as proceeds of the Special Tax B and any similar special tax levied in the CFD are made available to the Participating Agency for such purpose.

Section 5. Conservation Fee. The Authority shall cause the levy of special taxes on property in Improvement Area No. 1 and on property annexed to the CFD in the amount needed to satisfy the annual Conservation Fee consistent with the requirements of Section

4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between the Participating Agency and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC (as originally executed and as it may be amended from time to time in accordance with its terms, the "Development Agreement").

The Authority shall remit, or cause to be remitted, to the Participating Agency the proceeds of the special taxes so levied promptly following the receipt thereof by or on behalf of the Authority. The Participating Agency shall take all necessary actions to accumulate the amounts so remitted to it by or on behalf of the Authority, and to use the funds so accumulated in the manner and consistent with the provisions of Section 4.4.5(v) of the Development Agreement. The Authority shall have no responsibility with respect to the Conservation Fee other than as set forth in this paragraph and the prior paragraph.

The Participating Agency shall advise the Authority of any changes to Section 4.4.5(v) of the Development Agreement, and the Authority shall take such action in connection with any such changes as may affect the Authority's obligations under this Section 5 as reasonably requested by the Participating Agency.

Section 6. Assistance with Acquisition Agreement. The Participating Agency hereby agrees to assist the Authority in connection with the implementation of the Acquisition Agreement by making its Director of Public Works and other officials available for the purposes, on the terms and as otherwise provided for in the Acquisition Agreement with respect to any actions to be performed by Participating Agency officials under the Acquisition Agreement.

Section 7. Limited Obligations. All obligations of the Authority under and pursuant to this Agreement shall be limited (a) with respect to the Improvements, to the amounts on deposit in the Acquisition Account and the City Account of the Improvement Fund and described in Section 1 above, and (b) with respect to the Services and the Conservation Fee, to levy special taxes for such purposes on property in Improvement Area No. 1 and on property annexed to the CFD, and to the proceeds of special taxes levied in Improvement Area No. 1 and property annexed to the CFD for such purposes and collected from the property owners in Improvement -4-

Area No. 1 and property annexed to the CFD. No Boardmember, officer or employee of the Authority shall in any event be personally liable hereunder.

The sole obligation of the Participating Agency hereunder with respect to the CFD Designated Facilities shall be to inspect and accept the CFD Designated Facilities as described above, and as otherwise provided in Section 3(c) above. The Participating Agency shall have no responsibility or obligation with respect to the CFD Designated Facilities for any action occurring prior to acceptance by the Participating Agency. If, for any reason whatsoever, there are insufficient funds to complete the CFD Designated Facilities or any portion thereof, the Participating Agency shall have no obligation under this Agreement to fund any such shortfall.

The sole obligation of the Participating Agency with respect to the City Designated Improvements shall be as set forth in Sections 2(b) and 3(b) and (c) above.

The sole obligation of the Participating Agency hereunder with respect to the Services shall be to provide all or such portion of the Services as the Participating Agency shall determine can be provided for in respect of any special tax revenue from the CFD made available to the Participating Agency for such purpose.

The sole obligation of the Participating Agency hereunder with respect to the Conservation Fee shall be to use amounts remitted to it as described in Section 5 above in accordance with Section 4.4.5(v) of the Development Agreement and to advise the Authority of any changes to such section as may affect the actions of the Authority described in Section 5 above.

The sole obligation of the Participating Agency hereunder with respect to the Acquisition Agreement shall be to make available officials of the Participating Agency specifically referenced in, and for the tasks specifically to be undertaken by such officials under the terms of, the Acquisition Agreement.

If the Participating Agency shall fail to perform any of its obligations hereunder, the sole remedy of the Authority shall be the commencement of an action in the Superior Court for specific performance by the Participating Agency of such obligations.

Section 8. Application of this Agreement to Improvement Area No. 1 and to Property Annexed to the CFD. This Agreement shall apply to the CFD, to Improvement Area No. 1 and to any property annexed to the CFD.

Section 9. Termination. Notwithstanding any other provision of this Agreement, this Agreement shall cease to be effective and shall terminate if the Bonds are not issued by December 31, 2035. If not earlier terminated pursuant to the preceding sentence, this Agreement shall terminate: (a) as to the Improvements, upon acceptance of the ownership and operation of the CFD Designated Facilities by the Participating Agency, and disbursement of all amounts from the Improvement Fund to pay costs of the Improvements, and (b) as to the Services, when the special taxes are no longer levied on the property owners in the CFD.

Section 10. No Obligation to Form CFD; Agreement of Benefit to Residents. The provisions of this Agreement shall in no way obligate the Authority to form the CFD or to issue the Bonds. Notwithstanding the foregoing, by their respective execution of this Agreement, the Authority and the Participating Agency each declare that this Agreement is beneficial to the residents within the jurisdiction of their respective entities in assuring the provision of financing for a portion of the costs of the Improvements and the Services in furtherance of the purposes of the Act.
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Section 11. Partial Invalidity. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 12. Successors and Assigns; Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

This Agreement is for the benefit of the Authority and the Participating Agency and their successors and assigns, and no other person or entity shall be deemed to be a beneficiary hereof or have an interest herein; provided, however, that notwithstanding the foregoing SB Altair, LLC is a third party beneficiary of the third and fourth paragraphs of Section 1 above and shall have the right to enforce such provision against the Participating Agency, but solely by an action for specific performance.

Section 13. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

**********
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written alongside their signature below.
20009.23:J19366
CITY OF TEMECULA (the "Participating
Agency")
By:

Aaron Adams,
City Manager

TEMECULA PUBLIC FINANCING
AUTHORITY (the "Authority")
By:

Aaron Adams,
Executive Director
[signature page to CFD 23-01- Joint Community Facilities Agreement - City] S-1

ATTACHMENT A

DESCRIPTION OF THE IMPROVEMENTS
CFD Designated Facilities
Streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

Landscaping improvements in the public right of way, including related appurtenances.

Amenities for parks located within and in the vicinity of the CFD.

City Designated Facilities
• Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2024-2028.

DESCRIPTION OF THE SERVICES
• Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services.
• Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the CFD.
• Maintenance of storm protection and drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping.
• Maintenance of street lighting located within or in the vicinity of the CFD, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including but not limited to electrical, LED replacement, maintenance and replacement.
• Graffiti removal from public improvements within and in the area of the CFD. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of powers agreement adopted pursuant to Section 53316.2 of the California Government Code.

A-1

Quint & Thimmig LLP
11/8/23
1/25/24

ACQUISITION AGREEMENT
by and between the

TEMECULA PUBLIC FINANCING AUTHORITY
and

SB ALTAIR, LLC
dated as of February 13, 2024
relating to:

Temecula Public Financing Authority
Community Facilities District No. 23-01
(Altair)
20009.23:J19367

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS
Section1.01.

Definitions....................................................................................................................................................... 1

ARTICLE II

RECITALS
Section2.01.

The CFD........................................................................................................................................................... 4 Section2.02.

The Development........................................................................................................................................... 4 Section2.03.

The Facilities................................................................................................................................................... 4 Section2.04.

The Financing................................................................................................................................................. 5 Section2.05.

The Bonds........................................................................................................................................................ 5 Section 2.06.

No Advantage to Authority Construction.................................................................................................. 5 Section2.07.

Agreements..................................................................................................................................................... 5

ARTICLE III

FUNDING
Section3.01.

Authority Proceedings................................................................................................................................... 5 Section3.02.

Bonds............................................................................................................................................................... 6 Section3.03.

Bond Proceeds................................................................................................................................................ 6 Section3.04.

Special Taxes................................................................................................................................................... 7 Section3.05.

Refunding Bonds............................................................................................................................................ 7 Section3.06.

Fee Credits....................................................................................................................................................... 7

ARTICLE IV

CONSTRUCTION OF FACILITIES
Section4.01.

Plans................................................................................................................................................................. 8 Section 4.02.

Construction of Facilities............................................................................................................................... 8 Section 4.03.

Relationship to Public Works; Bidding Requirements.............................................................................. 8 Section 4.04.

Independent Contractor; No Joint Venture..............................................................................................10 Section 4.05.

Performance and Payment Bonds..............................................................................................................10 Section 4.06.

Contracts and Change Orders....................................................................................................................10 Section4.07.

Time for Completion....................................................................................................................................11

ARTICLE V

ACQUISITION AND PAYMENT
Section5.01.

Inspection...................................................................................................................................................... 11 Section 5.02.

Agreement to Sell and Purchase Facilities................................................................................................ 11 Section5.03.

Payment Requests........................................................................................................................................ 11 Section 5.04.

Processing Payment Requests.....................................................................................................................12 Section5.05.

Payment.........................................................................................................................................................12 Section 5.06.

Restrictions on Payments............................................................................................................................13 Section 5.07.

Acquisition of Additional Facilities...........................................................................................................16 Section 5.08.

Defective or Nonconforming Work...........................................................................................................16 Section 5.09.

Right of City to Make Withdrawals From Improvement Fund.............................................................16

ARTICLE VI

OWNERSHIP AND TRANSFER OF FACILITIES
Section 6.01.

Facilities to be Owned by the City - Conveyance of Land and Easements to City .............................17 Section 6.02.

Facilities to be Owned by the City - Title Evidence................................................................................17 Section 6.03.

Facilities Constructed on Private Lands....................................................................................................17 Section 6.04.

Facilities Constructed on City Land...........................................................................................................18 Section 6.05.

Facilities to be Acquired by Other Public Agencies.................................................................................18 Section 6.06.

Maintenance and Warranties......................................................................................................................18 20 ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Section 7.01. Liability Insurance Requirements..............................................................................................................18 Section 7.02. Responsibility for Damage.......................................................................................................................... 21

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.01.

Representations, Covenants and Warranties of RVR.............................................................................. 22 Section 8.02.

Indemnification and Hold Harmless......................................................................................................... 24 ARTICLE IX

TERMINATION
Section 9.01.

Termination of Funding Obligations......................................................................................................... 25 Section9.02.

Mutual Consent............................................................................................................................................ 25 Section 9.03.

Authority Election for Cause...................................................................................................................... 25 Section9.04.

Force Majeure............................................................................................................................................... 27 Section 9.05.

Survival of Certain Provisions.................................................................................................................... 27 ARTICLE X

MISCELLANEOUS
Section 10.01.

Limited Liability of Authority.................................................................................................................... 27 Section10.02.

Excess Costs.................................................................................................................................................. 27 Section10.03.

Audit.............................................................................................................................................................. 28 Section10.04.

Attorney's Fees............................................................................................................................................. 28 Section10.05.

Notices........................................................................................................................................................... 28 Section10.06.

Severability.................................................................................................................................................... 28 Section 10.07.

Successors and Assigns............................................................................................................................... 28 Section10.08.

Other Agreements........................................................................................................................................ 29 Section10.09.

Waiver............................................................................................................................................................ 29 Section10.10.

Merger............................................................................................................................................................ 29 Section10.11.

Parties in Interest.......................................................................................................................................... 29 Section10.12.

Amendment.................................................................................................................................................. 29 Section10.13.

Counterparts................................................................................................................................................. 30 Section10.14.

Governing Law............................................................................................................................................. 30 EXHIBIT A DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM THE DEVELOPER

EXHIBIT B FACILITIES AND RELATED BUDGETED COSTS

EXHIBIT C FORM OF PAYMENT REQUEST

THIS ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated as of February 13, 2024, is by and between (i) the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), for and on behalf of the Authority's Community Facilities District No. 23-01 (Altair) (the "CFD"), and (ii) SB Altair, LLC, a Delaware limited liability company (the "Developer").

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. The following capitalized terms shall have the meanings given to them in this Section 1.01 for purposes of this Acquisition Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings given to them in the Fiscal Agent Agreement (as hereinafter defined), and as described in the last paragraph of Section 3.01.
"Acceptable Title" means title to land or interest therein, in form acceptable to the Director of Public Works, which title or interest is free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the Director of Public Works as not interfering with the actual or intended use of the land or interest therein. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute land with an "Acceptable Title" if: (i) such offer is necessary to satisfy a condition to a tentative or final parcel map, (ii) such offer is in a form acceptable to the Director of Public Works, (iii) the Director of Public Works has no reason to believe that such offer of dedication will not be accepted by the applicable public agency, and (iv) the Developer commits in writing not to allow any liens to be imposed on such property prior to its formal acceptance by the applicable public agency.
"Acceptance Date" means the date the City Council of the City (or other public entity which is to own a Facility) takes final action to accept dedication of or transfer of title to a Facility.
"Acquisition Agreement" means this Acquisition Agreement, together with any Supplement hereto.
"Act" means the Mello -Roos Community Facilities Act of 1982, Section 53311 et seq. of the California Government Code, as amended.
"Actual Cost" means the substantiated cost of a Facility, which costs may include: (i) the costs (evidenced by payments to parties unrelated to the Developer, or, in the event that the Developer avails itself of the provisions of Section 4.03(C), determined by reference to the written contract to be entered into with the Developer as referenced in said Section) incurred by the Developer for the construction of such Facility, (ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility and the related costs of design, engineering and environmental evaluations of the Facility, (iii) the fees paid to governmental agencies for -1-

obtaining permits, licenses or other governmental approvals for such Facility, (iv) professional costs incurred by the Developer associated with such Facility, such as engineering, architecture, landscape architecture, legal, accounting, inspection, construction staking, materials testing and similar professional services; (v) costs directly related to the construction and/or acquisition of a Facility, such as costs of payment, performance and/or maintenance bonds, and insurance costs related to Facilities (including costs of any title insurance required hereunder, but not including the cost of any insurance described in Section 7.01 of this Acquisition Agreement); and (vi) the out-of-pocket cost to the Developer of any real property or interest therein that the Developer must acquire from one or more entities that are not Affiliates of the Developer and which acquisition is required for the construction of a Facility and which real property or interest therein is required to be conveyed to the public entity that will own or operate such Facility. Actual Cost may include an amount not in excess of five percent (5%) of the cost described in clause (i) of the preceding sentence in respect of any construction, project management or other similar fee payable to the Developer or any party related thereto. Actual Cost shall not include any financing fees, costs or charges, or any interest, cost of carry or other similar charges.
"Affiliate" means any entity with respect to which fifty percent (50%) or more of the ownership or voting power is held individually or collectively by the Developer and any other entity owned, controlled or under common ownership or control by or with, as applicable, the Developer, and includes the managing member of any entity that is a limited liability company, and includes all general partners of any entity which is a partnership. Control shall mean ownership of fifty percent (50%) or more of the voting power of or ownership interest in the respective entity.
"Authority" means the Temecula Public Financing Authority, a joint exercise of powers agency duly created and existing under the laws of the State. "Bonds" means any bonds issued by the Authority under the Act for the CFD, proceeds of which are deposited to the Improvement Fund to be used to pay costs of the Facilities. "Budgeted Cost" means the estimated cost of a Facility as shown on Exhibit B hereto, as such Exhibit may be amended, modified or supplemented from time to time as allowed by Section 10.12.
"CFD" means the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair), formed by the Board of Directors of the Authority under the Act. "City" means the City of Temecula, California.
"City Attorney" means the attorney, or firm of attorneys, serving in the capacity of City Attorney for the City.
"Conditions of Approval" means the conditions of approvals and mitigation measures imposed in connection with the granting of the land use entitlements for the development of land in the CFD, and any subdivision improvement, development or other agreement with the City relating to the development of the land in the CFD or the installation of the Facilities. -2-

"County" means the County of Riverside, California.
"Developer" means SB Altair, LLC, a Delaware limited liability company, and its successors and assigns to the extent permitted under Section 10.07 hereof. "Director of Public Works" means the Director of Public Works of the City, or his written designee acting as such under this Acquisition Agreement. "Facilities" means the public facilities described in Exhibit A hereto which are eligible to be financed by the CFD.
"Fiscal Agent" means an entity acting as fiscal agent under a Fiscal Agent Agreement, or any successor thereto acting as fiscal agent under a Fiscal Agent Agreement. "Fiscal Agent Agreement" means any agreement by that name, between the Authority for the CFD and the Fiscal Agent, providing for, among other matters, the issuance of the Bonds and the establishment of the Improvement Fund, as executed and as it may thereafter amended and supplemented in accordance with its terms.
"Future Annexation Area" means the area described as such in the Resolution of Formation.
"Improvement Area No. 1" means Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair). "Improvement Fund" means (a) prior to the date of issuance of any Bonds, a fund maintained by the Authority into which it will deposit Special Taxes in accordance with section

3.04 hereof; and (b) from and after the issuance of any Bonds, an Acquisition Account within the Improvement Fund established by a Fiscal Agent Agreement. During the period in which the Improvement Fund is to be maintained by the Authority, it may be maintained as a component of any other fund maintained by the Authority and funds therein may be commingled with other Authority funds for investment and safekeeping purposes, so long as the Authority maintains separate records for the amounts deposited thereto, any investment earnings thereon, and any amounts withdrawn therefrom.
"Payment Request" means a document, substantially in the form of Exhibit C hereto, to be used by the Developer in requesting payment of a Purchase Price. "Plans" means the plans, specifications, schedules and related construction contracts for the Facilities approved pursuant to the applicable standards of the City or other entity that will own, operate or maintain the Facilities when completed and acquired. As of the date of this Acquisition Agreement, the City standards for construction incorporate those set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), adopted by Public Works Standards, Inc., as modified by any applicable City Special Provisions. -3-

"Purchase Price" means the amount paid by the Authority for a Facility determined in accordance with Article V hereof, being an amount equal to the Actual Cost of such Facility, but subject to the limitations and reductions provided for in Article V. "Resolution of Formation" means Resolution No. TPFA 24-_, providing for the formation of the CFD, designating Improvement Area No. 1 and identifying the Future Annexation Area.
"Risk Manager" shall mean the person acting in the capacity of Risk Manager for the City.
"Special Tax" when used in this Acquisition Agreement, means "Special Tax A" as defined in the Rate and Method of Apportionment.
"State" means the State of California.
"Supplement" means a written document amending, supplementing or otherwise modifying this Acquisition Agreement and any exhibit hereto, including any amendments to the list of Facilities in Exhibit B, and/or the addition to Exhibit B of additional Facilities to be financed with the proceeds of the Bonds deposited in the Improvement Fund.

ARTICLE II

RECITALS
Section 2.01. The CFD. The Board of Directors of the Authority is conducting proceedings to form the CFD under the Act for the financing of, among other things, the acquisition, construction and installation of public facilities identified in the proceedings to form the CFD, which include the Facilities listed in Exhibit A hereto.

Section 2.02. The Development. The Developer, together with other entities, is developing land located within the CFD.

Section 2.03. The Facilities. The Facilities are within or in the vicinity of the CFD, and the Authority and the Developer will benefit from a coordinated plan of design, engineering and construction of the Facilities and the development of the land that is located within the CFD. The Developer acknowledges that the inclusion of Facilities in Exhibit A hereto in no way, in itself, obligates the Authority to use any funds in the Improvement Fund to finance the Facilities or implies that the Authority has in any way engaged the Developer to construct the Facilities, except as specifically provided in this Acquisition Agreement. The Facilities which are the subject of acquisition from the Developer under this Acquisition Agreement are only the Facilities listed in Exhibit B hereto, as such Exhibit may be amended and/or supplemented by any Supplement; however, this Acquisition Agreement shall in no way, by itself, obligate the Developer to construct any of the Facilities.
-4-

Section 2.04. The Financing. The Developer and the Authority wish to finance the acquisition, construction and installation of some of the Facilities and the payment therefor by entering into this Acquisition Agreement for the acquisition of the Facilities and therefor as shown in Exhibit B hereto (as it may be amended and supplemented) with funds deposited to the Improvement Fund.

Section 2.05. The Bonds. The Authority is proceeding with the authorization and issuance of the first series of the Bonds for the CFD under the Act and the Fiscal Agent Agreement, the proceeds of which Bonds shall be used, in part, to finance the acquisition of all or a portion of the Facilities. The execution by the Authority of this Acquisition Agreement in no way obligates the Authority to form the CFD, to issue any Bonds, or the City to acquire any Facilities financed with proceeds of any Bonds issued; except, when and if the CFD is formed and the Bonds are issued, the Facilities listed in Exhibit B hereto which are to be acquired subject to the terms and conditions set forth in this Agreement.

Section 2.06. No Advantage to Authority Construction. The Authority, by its approval of this Acquisition Agreement, has determined that it will obtain no advantage from undertaking the construction by the Authority directly of the Facilities, and that the provisions of this Acquisition Agreement require that any Facilities to be constructed by the Developer be so constructed by the Developer as if they had been constructed under the direction and supervision of the Authority. The Developer hereby represents that it has experience in the supervision of the construction of public facilities of the character of the Facilities.

Section 2.07. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Authority and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein.

ARTICLE III

FUNDING
Section 3.01. Authority Proceedings. The Authority shall conduct all necessary proceedings under the Act for the issuance, sale and delivery of one or more of the Bonds for the CFD; provided, however, that nothing herein shall be construed as requiring the Authority to form the District or issue any of the Bonds for the CFD, as the Developer acknowledges that such formation is subject to public hearings by the Board of Directors of the Authority.

In any event, it is acknowledged that the Resolution of Formation designates Improvement Area No. 1 and identifies a Future Annexation Area for the CFD. The Authority agrees to process the annexations of property to the CFD, after and if the CFD has been formed, from the property in the Future Annexation Area upon receipt of one or more consents and ballots each in a form provided by the Authority's Bond Counsel, each of which shall identify the property to be so annexed to the CFD, any improvement area to be designated by the Authority for such property and the Tax Zone (as defined in the Rate and Method of Apportionment for Improvement Area No. 1) in which the property is to be included, or -5-

specifying a new tax zone for the property; provided that the Developer is the sole owner of the property to be so annexed as of the date of the applicable consent and ballot.

It is hereby acknowledged and agreed that, when used in this Acquisition Agreement, the terms Special Tax, Special Taxes, Bonds and Rate and Method of Apportionment are intended to include such terms as are applicable to Improvement Area No. 1 and to any future improvement area identified when property in the Future Annexation Area is annexed to the District.

Section 3.02. Bonds. Upon the written request of the Developer, the Developer and the Authority staff shall meet regarding the amount, timing and other material aspects of the Bonds for the CFD, but the legal proceedings and the principal amount, interest rates, terms and conditions and timing of the sale of the Bonds for the CFD shall be in all respects subject to the approval of the Board of Directors of the Authority.

The Authority shall not be obligated to pay the Purchase Price of the Facilities except from amounts on deposit in the Improvement Fund. The Authority makes no warranty, express or implied, that the proceeds of the Bonds deposited and held in the Improvement Fund, and any investment earnings thereon deposited to the Improvement Fund, will be sufficient for payment of the Purchase Price of all of the Facilities.

The Developer agrees to assist the Authority in the preparation of any disclosure document or continuing disclosure agreement deemed necessary by the Authority to issue the Bonds, including but not limited to the submission of information reasonably requested by the Authority's disclosure counsel, any appraiser or any market absorption consultant in connection with the preparation of disclosure materials for the sale of the Bonds, and the provision of such continuing disclosure obligations, certifications and legal opinions as may be reasonably required by the underwriter of the Bonds.

Section 3.03. Bond Proceeds. The proceeds of each series of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the Fiscal Agent Agreement.

A portion of the proceeds of the Bonds will be set aside under the Fiscal Agent Agreement in the Improvement Fund. Moneys in the Improvement Fund shall be withdrawn therefrom in accordance with the provisions of the Fiscal Agent Agreement and the provisions hereof for payment of all or a portion of the costs of construction and/or acquisition of the Facilities, all as herein provided.

The Developer agrees that the Authority alone shall direct the investment of the funds on deposit in the funds and accounts established by or pursuant to the Fiscal Agent Agreement, including the Improvement Fund, and that the Developer has no right whatsoever to direct investments under the Fiscal Agent Agreement. The Authority shall have no responsibility whatsoever to the Developer with respect to any investment of funds made by the Fiscal Agent under the Fiscal Agent Agreement, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Improvement Fund to pay the Purchase Price of Facilities hereunder.

The Developer further acknowledges that the obligation of any owner of real property in the CFD, including the Developer to the extent it owns any real property in the CFD, to pay special in

taxes levied in the CFD is not in any way dependent on: (i) the availability of amounts in the Improvement Fund to pay for all or any portion of the Facilities hereunder, or (ii) the alleged or actual misconduct of the Authority in the performance of its obligations under this Acquisition Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto or any other agreement to which the Developer and the City or the Authority are signatories.

The Developer acknowledges that any lack of availability of amounts in the Improvement Fund to pay the Purchase Price of Facilities shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for public facilities required by this Acquisition Agreement, the Conditions of Approval or any development or other agreement to which the Developer is a party, or any governmental approval to which the Developer or any land within the CFD is subject.

Section 3.04. Special Taxes. The Authority agrees, when and if the CFD is formed, to levy the Special Taxes on property in the CFD in accordance with the Rate and Method of Apportionment; provided that prior to the issuance of Bonds Special Taxes shall be levied solely on Developed Property (as defined in the Rate and Method of Apportionment) pursuant to Step One in Section F of the Rate and Method of Apportionment. The Authority agrees to deposit any Special Taxes received by it prior to the issuance of any Bonds, after deducting any Administrative Expenses (as defined in the Rate and Method of Apportionment) theretofore incurred and expected to be incurred in the then Fiscal Year, in the Improvement Fund.

On the date of issuance of the first series of the Bonds, the Authority shall transfer all amounts then held by it in the Improvement Fund maintained by it as described in clause (a) of the definition of "Improvement Fund" in Section 1.01 hereof to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund established under the Fiscal Agent Agreement for such Bonds. Proceeds of Bonds in any Improvement Fund shall be used for payments to the Developer hereunder prior to the use of Special Taxes deposited thereto, except as may otherwise be provided in any Fiscal Agent Agreement pursuant to which the Bonds were issued.

Section 3.05. Refunding Bonds. The Authority may, in its sole and absolute discretion, determine at any time to issue bonds the net proceeds of which are used to refund any outstanding Bonds (the term "refund" as used in this sentence, and the term "refunding" as used in the next sentence, includes any purchase in lieu of redemption of any Bonds). The Developer shall have no right whatsoever in connection with any such refunding bond issue, including but not limited to any right to any reduction in special taxes levied or to be levied by the CFD, or to any additional funds whether pursuant to this Acquisition Agreement or otherwise as a consequence of any such refunding.

Section 3.06. Fee Credits. The Authority and the City are parties to a Joint Community Facilities Agreement - City, dated as of March 1, 2021 (the "City JCFA"), with respect to certain matters pertaining to the CFD. The Authority hereby acknowledges the provisions of the third and fourth paragraphs of Section 1 of the City JCFA and agrees with the provisions thereof. -7-

ARTICLE IV

CONSTRUCTION OF FACILITIES
Section 4.01. Plans. The Developer shall obtain the written approval of the Plans to be prepared for the Facilities listed in Exhibit B in accordance with applicable ordinances and regulations of the City and/or the public entity that will own and operate the Facilities. Copies of all Plans shall be provided by the Developer to the Director of Public Works upon request therefor, and, in any event, as built drawings and a written assignment of the Plans for any Facility listed in Exhibit B shall be provided to the City prior to its acceptance of the Facility.

Section 4.02. Construction of Facilities. All Facilities to be acquired hereunder specified in Exhibit B hereto, as amended from time to time, shall be constructed by or at the direction of the Developer in accordance with the approved Plans and the Conditions of Approval. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of Facilities in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall require that each general contractor performing work in connection with the Facilities employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Facilities to be acquired from the Developer hereunder. The Developer shall at all times have adequate staff or consultants with the requisite experience and licenses to discharge its obligations under this Acquisition Agreement.

As a condition to the acquisition of the Facilities to be completed by the Developer, the Developer shall: (i) construct and cause conveyance to the City (or other applicable governmental agency) all Facilities listed in Exhibit B hereto in accordance with the provisions of this Acquisition Agreement and the Conditions of Approval, and (ii) use its own funds to pay all costs thereof in excess of the Purchase Prices thereof to be paid therefor hereunder, except as may otherwise expressly provided in the Conditions of Approval.

The Developer hereby acknowledges that (i) because of the limitations imposed by Section 5.06 hereof, the Purchase Price for any Facility may be less than the Actual Cost, or cost to the Developer, of such Facility, and (ii) there may be insufficient funds in the Improvement Fund to pay the Purchase Prices of all of the Facilities listed in Exhibit B, and, in any event, this Acquisition Agreement shall not affect any obligation of any owner of land in the CFD under the Conditions of Approval with respect to the public improvements required in connection with the development of the land within the CFD.

Section 4.03. Relationship to Public Works; Bidding Requirements. The following shall apply to all contracts applicable to the Facilities acquired with funds withdrawn from the Improvement Fund:
in

A. General. This Acquisition Agreement is for the acquisition of the Facilities listed in Exhibit B hereto from moneys in the Improvement Fund and is not intended to be a public works contract. The Authority and the Developer agree that the Facilities are of local, and not state-wide concern, and that the provisions of the California Public Contract Code shall not apply to the construction of the Facilities. The Authority and the Developer agree that the Developer shall award all contracts for the construction of the Facilities listed in Exhibit B hereto and that this Acquisition Agreement is necessary to assure the timely and satisfactory completion of such Facilities and that compliance with the Public Contract Code with respect to such Facilities would work an incongruity and would not produce an advantage to the Authority or the CFD. The Developer acknowledges that State prevailing wage laws apply to any contracts and any subcontracts for the construction of the Facilities, and that it shall at all times assure compliance with Section 8.01 G. hereof.

B. Bidding Procedures. Notwithstanding the foregoing, the Developer shall award all contracts for construction of the Facilities listed in Exhibit B, and materials related thereto, by means of a bid process consistent with this Section 4.03 B. or otherwise acceptable to the Director of Public Works, in each case consistent with applicable City regulations. The Developer shall establish a list of written criteria acceptable to the Director of Public Works (including experience, ability to perform on schedule and financial ability) to determine qualified contractors for any contract. Such general contractors shall comply with any applicable City regulations. Formal bids shall be requested from those entities on the list of qualified contractors.

The Developer shall prepare bid packages, including engineering reports and estimates, for each of the Facilities, and shall submit such packages to the Director of Public Works, reasonably in advance of the anticipated bid, for review. Upon agreement by the Director of Public Works and the Developer on the content of such bid packages and a schedule of bid prices, plus an acceptable margin of variance, the Developer may proceed to take bids on the applicable Facilities. At the reasonable request of the Developer, the Director of Public Works shall also meet with the qualified general contractors to discuss the requirements of the particular contract to be bid.

Bids for each Facility shall be submitted to the Director of Public Works prior to the time and date prescribed for bid opening. If a bid is within the constraints of the approved bid package, the Developer shall award the applicable contract to the lowest responsible bidder; provided, however, that the Developer shall have the right to reject all bids and to rebid the work for any Facility. If all bids are in excess of the bid parameters, the Developer shall obtain the consent of the Director of Public Works prior to awarding the contract. Upon written request of the Director of Public Works, the Developer shall provide an analysis of bids for construction and materials for the Facilities, indicating how the winning bid was determined and how it was consistent with the applicable bid package. The Developer shall promptly publish notice of the award of any contract in such paper as the Director of Public Works shall specify.

C. Scheduling. The Developer shall develop or cause to be developed and shall maintain or cause to be maintained a schedule, using the critical path method, for in

the construction of the Facilities to be acquired hereunder. The Developer shall provide the Director of Public Works with a complete copy of the schedule and with each update to the schedule for the review by the Director of Public Works.

D. Periodic Meetings. From time to time (expected to be at least every two weeks) at the request of the Director of Public Works, representatives of the Developer shall meet and confer with City staff, consultants and contractors regarding matters arising hereunder with respect to the Facilities, and the progress in constructing and acquiring the same, and as to any other matter related to the Facilities or this Acquisition Agreement. The Developer shall advise the Director of Public Works in advance of any coordination and scheduling meetings to be held with contractors relating to the Facilities, in the ordinary course of performance of an individual contract. The Director of Public Works or the Director of Public Worlds designated representative shall have the right to be present at such meetings, and to meet and confer with individual contractors if deemed advisable by the Director of Public Works to resolve disputes and/or ensure the proper completion of the Facilities.

Section 4.04. Independent Contractor; No Joint Venture. In performing this Acquisition Agreement, the Developer is an independent contractor and not the agent or employee of the Authority, the City or the CFD. None of the Authority, the City or the CFD shall be responsible for making any payments directly or otherwise to any contractor, subcontractor, agent, consultant, employee or supplier of the Developer.

The Developer hereby acknowledges and agrees that the City, the Authority and the CFD, on the one hand, and the Developer, on the other, are not joint venturers or partners in the construction, acquisition, and/or installation of the Facilities, and nothing in this Acquisition Agreement shall be construed as implying any sort of joint venture or partnership relationship between the City, Authority and/or the CFD, and the Developer or any other entity involved in the construction, acquisition and/or installation of any of the Facilities.

Section 4.05. Performance and Payment Bonds. The Developer agrees to comply with all applicable performance and payment bonding requirements of the Authority (and other applicable public entities and/or public utilities) with respect to the construction of the Facilities listed in Exhibit B hereto. Performance and payment bonds shall not be required of the Developer to the extent moneys are available in the Improvement Fund to pay the Purchase Price of a Facility (and consistent with the Budgeted Costs therefore shown in Exhibit B and the limitations expressed in Section 5.06 hereof); provided that all contractors and/or subcontractors employed by the Developer in connection with the construction of Facilities shall provide a labor and materials and performance bonds which name the Authority and the City as additional insureds.

Section 4.06. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (commonly referred to as "change orders") required for the construction of the Facilities listed in Exhibit B hereto, as amended from time to time, and all such contracts and supplemental agreements shall be submitted to the Director of Public Works. Prior approval of supplemental agreements by the Director of Public Works shall only be required for such change orders which in any way materially alter the -10-

quality or character of the subject Facilities, or which involve an amount greater than $25,000.00.

The Authority expects that such contracts and supplemental agreements needing prior approval by the Director of Public Works will be approved or denied (any such denial to be in writing, stating the reasons for denial and the actions, if any, that can be taken to obtain later approval) within ten (10) business days of receipt by the Director of Public Works thereof. Any approval by the Director of Public Works of a supplemental agreement shall in no way affect the Budgeted Costs listed in Exhibit B for any related Facility, but to the extent that it increases the Actual Cost of a Facility, such increased cost may be payable as part of the Purchase Price of the related Facility as provided in Section 5.06A. hereof.

Section 4.07. Time for Completion. The Developer agrees that this Acquisition Agreement is for the benefit of the Authority and the Developer and, therefore, the Developer represents that it expects to complete the Facilities and to have requested payment for the Facilities under this Acquisition Agreement within thirty-six (36) months of the date of issuance of any of the Bonds. Any failure to complete the Facilities within such time period shall not, however, in itself, constitute a breach by the Developer of the terms of this Acquisition Agreement.

ARTICLE V

ACQUISITION AND PAYMENT
Section 5.01. Inspection. No payment hereunder shall be made by the Authority to the Developer for a Facility until the Facility has been inspected and found to be completed in accordance with the approved Plans by the City or other applicable public entity or utility. The Authority shall cause the City to make periodic site inspections of the Facilities to be acquired hereunder; provided that in no event shall the Authority incur any liability for any delay in the inspection of any Facilities. For Facilities to be acquired by other public entities or utilities, the Developer shall be responsible for obtaining such inspections and providing written evidence thereof to the Director of Public Works. The Developer agrees to pay all inspection, permit and other similar fees of the City applicable to construction of the Facilities, subject to reimbursement therefor as an Actual Cost of the related Facility.

Section 5.02. Agreement to Sell and Purchase Facilities. The Developer hereby agrees to sell the Facilities listed in Exhibit B hereto to the City (or other applicable public agency that will own a Facility), and the Authority hereby agrees to use amounts in the Improvement Fund to pay the Purchase Prices thereof to the Developer, subject to the terms and conditions hereof.

The Authority shall not be obligated to finance the purchase of any Facility until the Facility is completed and the Acceptance Date for such Facility has occurred. In any event, the Authority shall not be obligated to pay the Purchase Price for any Facility except from the moneys in the Improvement Fund.

Section 5.03. Payment Requests. In order to receive the Purchase Price for a completed Facility, inspection thereof under Section 5.01 shall have been made and the Developer shall deliver to the Director of Public Works: (i) a Payment Request in the form of Exhibit C hereto for such Facility, together with all attachments and exhibits required by Exhibit C and this Section -11-

5.03 to be included therewith (including, but not limited to Attachments 1 and 2 to Exhibit C), and (ii) if payment is requested for a completed Facility, (a) if the property on which the Facility is located is not owned by the City (or other applicable public agency that will own the Facility) at the time of the request, a copy of the recorded documents conveying to the City (or other applicable public agency that will own the Facility) Acceptable Title to the real property on, in or over which such Facility is located, as described in Section 6.01 hereof, (b) a copy of the recorded notice of completion of such Facility (if applicable), (c) to the extent paid for with the proceeds of the Bonds, an assignment to the CFD of any reimbursements that may be payable with respect to the Facility, such as public or private utility reimbursements, and (d) an assignment of the warranties and guaranties for such Facility, as described in Section 6.05 hereof, in a form acceptable to the Authority.

Section 5.04. Processing Payment Requests. Upon receipt of a Payment Request (and all accompanying documentation), the Director of Public Works shall conduct a review in order to confirm that such request is complete, that such Facility identified therein was constructed in accordance with the Plans therefor, and to verify and approve the Actual Cost of such Facility specified in such Payment Request. The Director of Public Works shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request.

The Developer agrees to cooperate with the Director of Public Works in conducting each such review and to provide the Director of Public Works with such additional information and documentation as is reasonably necessary for the Director of Public Works to conclude each such review. For any Facilities to be acquired by another public entity or utility, the Developer shall provide evidence acceptable to the Director of Public Works that such Facilities are acceptable to such entity or utility. Within ten (10) business days of receipt of any Payment Request, the Director of Public Works expects to review the request for completeness and notify the Developer whether such Payment Request is complete, and, if not, what additional documentation must be provided. If such Payment Request is complete, the Director of Public Works expects to provide a written approval or denial (specifying the reason for any denial) of the request within 30 days of its submittal. If a Payment Request seeking reimbursement for more than one Facility is denied, the Director of Public Works shall state whether the Payment Request is nevertheless approved and complete for any one or more Facilities and any such Facilities shall be processed for payment under Section 5.05 notwithstanding such partial denial. If multiple payment requests are submitted simultaneously, the Developer shall designate the order in which they are to be reviewed.

Section 5.05. Payment. Upon approval of the Payment Request by the Director of Public Works, the Director of Public Works shall sign the Payment Request and forward the same to the City's Finance Director. Upon receipt of the reviewed and fully signed Payment Request, the City's Finance Director shall, within the then current City financial accounting payment cycle but in any event within thirty (30) days of receipt of the approved Payment Request, cause the same to be paid by the Fiscal Agent to the extent of funds then on deposit in the Improvement Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund, shall be paid promptly following the deposit into the Improvement Fund of proceeds of any investment earnings or other amounts transferred to an Improvement Fund under the terms of the Fiscal Agent Agreement. -12-

The parties hereto acknowledge that (i) the Developer may be constructing Facilities prior to the issuance of Bonds for the CFD, (ii) the Developer may be submitting Payment Requests to the City in advance of such an issuance of Bonds for the CFD, with knowledge that, other than as described in Section 3.04, there will not be funds available in the Improvement Fund for reimbursement until the Bonds for the CFD are issued, (iii) the Facilities that are the subject of the Payment Requests submitted when there are no funds or insufficient funds in the Improvement Fund will be inspected and reviewed by the Director of Public Works as set forth in this Article V and that such Payment Requests will be reviewed by the Director of Public Works and, if appropriate, submitted in the manner set forth in Sections 5.03, 5.04 and 5.05, and (iv) the payment for any Payment Requests approved in the preceding manner will be deferred until the date, if any, on which there are sufficient amounts in the Improvement Fund to make such payment, at which time the Director of Public Works will forward the approved Payment Requests to the City's Finance Director, who will then arrange for payment from the Improvement Fund in the manner set forth above.

The Purchase Price paid hereunder for any Facility shall constitute payment in full for such Facility, including, without limitation, payment for all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of such Facility, as specified in the Plans.

Section 5.06. Restrictions on Payments. Notwithstanding any other provisions of this Acquisition Agreement, the following restrictions shall apply to any payments made to the Developer under Sections 5.02 and 5.05 hereof:

A. Amounts of Payments. Subject to the following paragraphs of this Section

5.06, payments for each Facility will be made only in the amount of the Purchase Price for the respective Facility; however, if the Actual Cost exceeds the Budgeted Cost for a Facility, the excess shall be borne by the Developer until such time as a Budgeted Cost for another Facility is greater than the Actual Cost therefore, in which event the savings shall be applied to reduce any excess of Actual Cost over Budgeted Cost previously paid for any Facility by the Developer. Any savings attributable to the Actual Cost being less than Budgeted Cost which are not disbursed under the previous sentence to cover unreimbursed Actual Costs or as otherwise consented to by the Developer shall be carried forward to be credited against future cost overruns, or costs related to supplemental agreements (change orders), or if not needed for either of the foregoing purposes, to be disposed of as provided in the Fiscal Agent Agreement for excess monies in the Improvement Fund.

Nothing herein shall require the Authority in any event (i) to pay more than the Actual Cost of a Facility, (ii) to make any payment beyond the available funds in the Improvement Fund, or (iii) to pay for any roadway improvements that are not generally accessible to the public (i.e. behind gates that impede the free flow of traffic). The parties hereto acknowledge and agree that all payments to the Developer for the Purchase Prices of Facilities are intended to be reimbursements to the Developer for monies already expended or for immediate payment by the Developer (or directly by the Authority) to third parties in respect of such Facilities. -13-

No payment shall be made for the Purchase Price of any Facility if (i) the Developer fails to fully provide any information requested pursuant to the second sentence of Section 8.01G. related thereto, or (ii) if the Authority or the City determines that the provisions of Section 8.01G. hereof were violated in connection with the work related to such Facility and such violation has not been remedied to the satisfaction of the City Attorney.

B. Joint or Third Party Payments. The Authority may make any payment jointly to the Developer and any mortgagee or trust deed beneficiary, contractor or supplier of materials, as their interests may appear, or solely to any such third party, if the Developer so requests the same in writing (including, but not limited to, any financial institution providing financing to the Developer or any Affiliate thereof) or as the Authority otherwise determines such joint or third party payment is necessary to obtain lien releases.

Notwithstanding the foregoing, in the event that the City, the CFD and/or the Authority has been in any way threatened with legal action or named in any legal action by any contractor, subcontractor, supplier or other entity that has, or allegedly has, provided any labor or materials for any Facility for which the Developer has submitted a payment request, unless and until the Developer provides an unqualified lien release from each such entity in a form acceptable to the City Attorney, the Authority, at its sole and exclusive option, may either: (i) require the filing of an interpleader or similar action in Superior Court with respect to payments for such Facility and make payment to an escrow subject to approval of disbursement by the Court; or (ii) make payments directly to the entity or entities that have filed liens or as otherwise demonstrated to the reasonable satisfaction of the City Attorney that they are owed amounts in respect of the respective Facility or District Components, up to the amount of such lien or amount owed.

The provisions of this Section 5.06C. shall prevail over any assignment, or purported assignment, by the Developer of its rights to payment under this Acquisition Agreement.

C. Withholding Payments. The Authority shall be entitled, but shall not be required, to withhold any payment hereunder for a Facility if the Developer or any Affiliate is delinquent in the payment of ad valorem real property taxes, special assessments or taxes, or special taxes in each case as levied on property located in the CFD. In the event of any such delinquency, the Authority shall only make payments hereunder, should any be made at the Authority's sole discretion, directly to contractors or other third parties employed in connection with the construction of the Facilities or to any assignee of the Developer's interests in this Acquisition Agreement (and not to the Developer or any Affiliate), until such time as the Developer provides the Director of Public Works with evidence that all such delinquent taxes and assessments have been paid.
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The Authority shall be entitled to withhold any payment hereunder for a Facility that is the subject of a Payment Request until it is satisfied that any and all claims for labor and materials have been paid by the Developer for the Facility that is the subject of a Payment Request, or conditional lien releases have been provided by the Developer for such Facility. The Authority, in its discretion, may waive this limitation upon the provision by the Developer of sureties, undertakings, securities and/or bonds of the Developer or appropriate contractors or subcontractors and deemed satisfactory by the Director of Public Works to assure payment of such claims.

The Authority shall be entitled to withhold payment for any Facility hereunder to be owned by the City until: (i) the Director of Public Works determines that the Facility is ready for its intended use, (ii) the Acceptance Date for the Facility has occurred and the requirements of Section 6.01, if applicable to such Facility, have been satisfied, and (iii) a Notice of Completion executed by the Developer, in a form acceptable to the Director of Public Works, has been recorded for the Facility and general lien releases conditioned solely upon payment from the proceeds of the Bonds to be used to acquire such Facility have been submitted to the Director of Public Works for the Facility. The Authority hereby agrees that the Developer shall have the right to post or cause the appropriate contractor or subcontractor to post a bond with the City to indemnify it for any losses sustained by the City or the Authority because of any liens that may exist at the time of acceptance of such a Facility, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works. The Authority shall be entitled to withhold payment for any Facility to be owned by other governmental entities, until the Developer provides the Director of Public Works with evidence that the governmental entity has accepted dedication of and/or title to the Facility. If the Director of Public Works determines that a Facility is not ready for intended use under (i) above, the Director of Public Works shall so notify the Developer as soon as reasonably practicable in writing specifying the reason(s) therefor.

Nothing in this Acquisition Agreement shall be deemed to prohibit the Developer from contesting in good faith the validity or amount of any mechanics or materialmans lien nor limit the remedies available to the Developer with respect thereto so long as such delay in performance shall not subject the Facilities to foreclosure, forfeiture or sale. In the event that any such lien is contested, the Developer shall only be required to post or cause the delivery of a bond in an amount equal to twice the amount in dispute with respect to any such contested lien, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works.

D. Retention. The Authority shall withhold in the Improvement Fund an amount equal to ten percent (10%) of the Purchase Price of each Facility to be paid hereunder. Any such retention will be released to the Developer upon final completion and acceptance of the related Facility and the expiration of a maintenance period consistent with applicable City policy thereafter (currently a one year warranty period for any landscaping, and upon receipt of a maintenance bond acceptable to the Director of Public Works to remain in effect for one year as to other Facilities). -15-

Notwithstanding the foregoing, the Developer shall be entitled to payment of any such retention upon the completion and acceptance of a Facility, if a maintenance or warranty bond is posted in lieu thereof in accordance with Section 6.06 hereof. Payment of any retention shall also be contingent upon the availability of monies in the Improvement Fund therefor. No retention shall apply if the Developer proves to the Director of Public Work's satisfaction that the Developer's contracts for the Facilities provide for the same retention as herein provided, so that the Purchase Price paid for the Facility is at all times net of the required retention.

E. Frequency. Unless otherwise agreed to by the Director of Public Works, no more than one Payment Request shall be submitted by the Developer in any calendar month.

F. Right -of -Way. Payments for any right-of-way described in Exhibit B hereto shall be based upon appraisals of the respective land to be acquired in a form acceptable to the Director of Public Works, or upon such other basis as the Director of Public Works shall, in his sole and absolute discretion, determine is appropriate in the circumstances.

Section 5.07. Acquisition of Additional Facilities. If the construction and acquisition of all the Facilities theretofore listed in Exhibit B have been completed and the Purchase Prices (including any retentions described in 5.06D. above) with respect thereto have been paid, and funds remain on deposit in any of the Improvement Fund, the Authority shall notify the Developer in writing of the amount of funds remaining in the Improvement Fund and shall allow the Developer thirty (30) calendar days to submit a proposed amendment to Exhibit B to this Acquisition Agreement to include Facilities not theretofore funded by the CFD. If such amendment is approved by the Director of Public Works, the Authority shall retain the excess funds in the Improvement Fund as necessary to pay the Purchase Prices of the Facilities so added to Exhibit B, subject to the provisions of this Acquisition Agreement. If such proposed amendment is not so approved, or if the remaining funds are in excess of what is needed to pay the Actual Costs of such Facilities added to Exhibit B, such excess funds will be disposed of as provided in the Fiscal Agent Agreement.

Section 5.08. Defective or Nonconforming Work. If any of the work done or materials furnished for a Facility listed in Exhibit B are found by the Director of Public Works to be defective or not in accordance with the applicable Plans: (i) and such finding is made prior to payment for the Purchase Price of such Facility hereunder, the Authority may withhold payment therefor until such defect or nonconformance is corrected to the satisfaction of the Director of Public Works, or (ii) and such finding is made after payment of the Purchase Price of such Facility, the Authority and the Developer shall act in accordance with the City's standard specification for public works construction (which are set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), by Public Works Standards, Inc., as modified by applicable City Special Provisions.

Section 5.09. Right of City to Make Withdrawals From Improvement Fund. The Developer acknowledges that the City may withdraw or cause to be withdrawn amounts from the Improvement Fund for payment to the City as necessary to pay costs of the City, the Authority or the CFD (i) in the event that the construction of the Facilities is substantially -16-

delayed, (ii) in the event that the plans for or any other aspect of such construction are substantially altered without the consent of the City, (iii) as provided in the last paragraph of Section 8.02, or (iv) otherwise in the amount of any costs that the Director of Public Works determines that the City has incurred or reasonably expects to incur in connection with the performance of the obligations of the City (including the Director of Public Works) under this Acquisition Agreement. The City shall give written notice of the amount of any such expected withdrawal from the Improvement Fund for a purpose described in any of clauses (i), (ii), (iii) or (iv) of the preceding sentence and the purpose(s) thereof to the Developer, prior to implementing a withdrawal from the Improvement Fund for such a purpose. The Developer acknowledges that any transfer described in the first sentence of this Section 5.09 will reduce the amount available to pay the Purchase Prices of the Facilities hereunder.

ARTICLE VI

OWNERSHIP AND TRANSFER OF FACILITIES
Section 6.01. Facilities to be Owned by the City - Conveyance of Land and Easements to City. Acceptable Title to all property on, in or over which each Facility to be acquired by the City will be located, shall be deeded over to the City by way of grant deed, quitclaim, or dedication of such property, or easement thereon, if such conveyance of interest is approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such Facility located therein, thereon or thereover, and to permit the Developer to perform its obligations as set forth in this Acquisition Agreement. The Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title.

Completion of the transfer of title to land shall be accomplished prior to the payment of the Purchase Price for a Facility and shall be evidenced by recordation of the acceptance thereof by the City Council or the designee thereof.

Section 6.02. Facilities to be Owned by the City - Title Evidence. Upon the request of the City, the Developer shall furnish to the City, with respect to Facilities to be acquired by the City and not previously dedicated or otherwise conveyed to the City: (i) a preliminary title report for land for review and approval at least fifteen (15) calendar days prior to the transfer of Acceptable Title to a Facility to the City, and (ii) a written certification to the effect that the Developer is not aware of any promises or other arrangements with or for the benefit of the owner or any previous owner of the respective land to be conveyed, and there are no known impediments to the conveyance of such land to the City. The Director of Public Works shall approve the preliminary title report unless it reveals a matter which, in the judgment of the City, could materially affect the City's use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to such Facility and the Authority shall not be obligated to pay the Purchase Price for such Facility until the Developer has cured such objections to title to the satisfaction of the City.

Section 6.03. Facilities Constructed on Private Lands. If any Facilities to be acquired are located on privately -owned land, the owner thereof shall retain title to the land and the completed Facilities until acquisition of the Facilities under Article V hereof. Pending the -17-

completion of such transfer, the Developer shall not be entitled to receive any payment for any such Facility.

Section 6.04. Facilities Constructed on City Land. If the Facilities to be acquired are on land owned by the Authority, the Authority shall cause the City to grant to the Developer a license to enter upon such land for purposes related to the construction (and maintenance pending acquisition) of the Facilities. The provisions for inspection and acceptance of such Facilities otherwise provided herein shall apply.

Section 6.05. Facilities to be Acquired by Other Public Agencies. With respect to any Facility to be acquired by a public entity other than the City, the Developer shall comply with such entities rules and regulations regarding title and conveyance of property, and provide the Director of Public Works with evidence of such compliance, prior to the payment of the Purchase Price for any such Facility.

Section 6.06. Maintenance and Warranties. The Developer shall maintain each Facility in good and safe condition until the Acceptance Date of the Facility. Prior to the Acceptance Date, the Developer shall be responsible for performing any required maintenance on any completed Facility. On or before the Acceptance Date of the Facility, the Developer shall assign to the Authority all of the Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such Facility. The Developer shall maintain or cause to be maintained each Facility to be owned by the City (including the repair or replacement thereof) for a period of one year from the Acceptance Date thereof, or, alternatively, shall provide a bond reasonably acceptable in form and substance to the Director of Public Works for such period and for such purpose (specifically, a one-year maintenance period for landscaping improvements, and for the posting of a warranty bond to remain in effect for one year as to other Facilities), to insure that defects, which appear within said period will be repaired, replaced, or corrected by the Developer, at its own cost and expense, to the satisfaction of the Director of Public Works. During any such one- year period, the Developer shall commence to repair, replace or correct any such defects within thirty (30) days after written notice thereof by the Authority, the City or other public entity that took ownership of the respective Facility to the Developer, and shall complete such repairs, replacement or correction as soon as practicable. After such one-year period, the City (or other public entity that has accepted title to the Facility) shall be responsible for maintaining such Facility. Any warranties, guarantees or other evidences of contingent obligations of third persons with respect to the Facilities to be acquired by the City shall be delivered to the Director of Public Works as part of the transfer of title.

ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Section 7.01. Liability Insurance Requirements. The Developer shall provide to the Director of Public Works evidence of insurance and endorsements thereto on forms acceptable to the Risk Manager within 10 working days of execution by it of this Acquisition Agreement and prior to any physical work on the Facilities being performed. go

The Developer shall procure and maintain for the duration of this Acquisition Agreement the following minimum insurance coverage and limits against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work covered by this Acquisition Agreement by the Developer, its agents, representatives, employees or subcontractors:
(a) Premises, operation and mobile equipment.
(b) Products and completed operations.
(c) Explosion, collapse and underground hazards.
(d) Personal injury.
(e) Contractual liability.
(f) Errors and omissions for work performed by design professionals.

COVERAGE PER OCCURRENCE ISO FORM
Commercial General
Liability (Primary)
Umbrella Liability
(Over Primary, if required)
Business Auto
Workers' Compensation
Employers' Liability
Errors and Omissions
CG 00 011185 or 88 Rev.
$2,000,000
GL 00 011185 or 88 Rev.
$1,000,000
CA 00 0106 92 $1,000,000
Statutory
$1,000,000
$1,000,000
Combined single limit per occurrence shall include coverage for bodily injury, personal injury, and property damage for each accident and a five million dollar ($5,000,000) general aggregate.

Insurance shall be placed with insurers that are admitted to the State of California and with an AM Best's Rating of no less than A:VII.

The Developer shall furnish to the Risk Manager certificates of insurance and endorsements on forms specified by the Risk Manager, duly authenticated, giving evidence of the insurance coverage required in this contract and other evidence of coverage or copies of policies as may be reasonably required by the Risk Manager from time to time. Each required insurance policy coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after fifteen (15) days written notice by certified mail, return receipt requested, has been given to the Risk Manager.

Liability coverage shall not be limited to the vicarious liability or supervising role of any additional insured nor shall there be any limitation with the severability clause. Coverage shall contain no limitation endorsements and there shall be no endorsement or modification limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage or employment related practices.

Any umbrella liability coverage shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall include a "drop down' provision providing primary coverage above a maximum $25,000.00 self -insured retention for liability not covered by primary polices not covered by the umbrella policy. Coverage shall be following form to any -19-

other underlying coverage. Coverage shall be on a "pay on behalf" basis, with defense costs payable in addition to policy limits. There shall be no cross policy exclusion and no limitation endorsement. The policy shall have starting and ending dates concurrent with the underlying coverage.

All liability insurance shall be on an occurrence basis. Insurance on a claims made basis will be rejected. Any deductibles or self -insured retentions shall be declared to and approved by the Risk Manager. The insurer shall provide an endorsement to the City eliminating such deductibles or self -insured retentions as respects the Authority, and its consultants, and each of its Boardmembers, officials, employees and volunteers.

All subcontractors employed on the work referred to in this Acquisition Agreement shall meet the insurance requirements set forth in this Section 7.01 for the Developer. The Developer shall furnish certificates of insurance and endorsements for each subcontractor at least five days prior to the subcontractor entering the job site, or the Developer shall furnish the Risk Manager an endorsement including all subcontractors as insureds under its policies.

Neither the City nor the Authority shall be liable for any accident, loss, or damage to the work prior to its completion and acceptance, and the Developer shall save, keep and hold harmless the Authority, the City and their consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees, agents and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be claimed because of damages to property, or personal injury received by reason of or in the course of performing work, which may be caused by any willful or negligent act or omission by the Developer or any of the Developer's employees, or any subcontractor.

The cost of insurance required by this subsection shall be borne by the Developer and its subcontractors and no compensation for purchasing insurance or additional coverage needed to meet these requirements will be paid for by the Authority.

In the event that any required insurance is reduced in coverage, canceled for any reason, voided or suspended, the Developer agrees that the Authority may arrange for insurance coverage as specified, and the Developer further agrees that administrative and premium costs may be deducted from any deposits or bonds the Authority may have, or from the Improvement Fund. A reduction or cancellation will be grounds for termination of this Acquisition Agreement and will cause a halt to payment for any work on the Facilities until the insurance is reestablished.

Liability policies shall contain, or be endorsed to contain the following provisions:
(a) General Liability and Automobile Liability: The Authority, the City and their respective consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be covered as additional insureds using ISO form CG 00 01 11 85 or 88 as it respects: liability arising out of activities performed by or on behalf of the Developer; products and completed operations of the Developer premises owned, occupied or used by the Developer; or automobiles owned, leased, hired or borrowed by the Developer. The coverage shall contain no special limitations -20-

on the scope or protection afforded to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, or volunteers.

The Developer's insurance coverage shall be primary insurance with respect to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be excess of the Developer's insurance and shall not contribute to it.

Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Authority, the City, and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, and volunteers.

The Developer's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(b) Workers' Compensation and Employer's Liability: The Developer and all subcontractors shall have workers' compensation for all employees in conformance with the requirements in Section 3700 of the Labor Code.
(c) Error and Omissions Liability: The Developer and all subcontractors who are design professionals shall have and maintain errors and omissions insurance.

Section 7.02. Responsibility for Damage. The Developer shall take and assume all responsibility for the work performed as part of the Facilities constructed pursuant to this Acquisition Agreement. The Developer shall bear all losses and damages directly or indirectly resulting to it, to the Authority, to the City, and their respective consultants, and their respective Boardmembers, Councilmembers, officers, employees and agents, or to others on account of the performance or character of the work, unforeseen difficulties, accidents of any other causes whatsoever.

The Developer shall assume the defense of and indemnify and save harmless the Authority, the City, and their respective consultants, their respective Boardmembers, Councilmembers, officers, employees, and agents, from and against any and all claims, losses, damage, expenses and liability of every kind, nature, and description, directly or indirectly arising from the performance of the work, and from any and all claims, losses, damage, expenses, and liability, howsoever the same may be caused, resulting directly, or indirectly from the nature of the work covered by this Acquisition Agreement, to the fullest extent permitted by law and regardless (except as provided in the next sentence) of responsibility for any negligence. In accordance with Civil Code section 2782, nothing in this Section 7.02 shall require defense or indemnification for death, bodily injury, injury to property, or any other loss, damage or expense arising from the sole negligence or willful misconduct of the Authority, the -21-

City, and their respective consultants, and their respective Boardmembers, Councilmembers, agents, servants or independent contractors who are directly responsible to the Authority or the City, or for defects in design furnished by such persons. Moreover, nothing in this Section 7.02 shall apply to impose on the Developer, or to relieve the Authority or the City from, liability for active negligence of the Authority, the City, or their respective consultants or their respective Boardmembers, Councilmembers, officers, employees or agents as delineated in Civil Code Section 2782. Any relief for determining the Authority's or the City's sole or active negligence shall be determined by a court of law.

The Authority does not, and shall not, waive any rights against the Developer which it may have by reason of the aforesaid hold harmless agreements because of the acceptance by the Authority or the City, or deposit with the Authority by the Developer of any insurance policies described in Section 7.01. The aforesaid hold harmless agreement by the Developer shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered by reasons of any of the aforesaid operations of the Developer, or any subcontractor, regardless of whether or not such insurance policies are determined to be applicable to any of such damages or claims for damages.

No act by the City, or its representatives in processing or accepting any plans, in releasing any bond, in inspecting or accepting any work, or of any other nature, shall in any respect relieve the Developer or anyone else from any legal responsibility, obligation or liability it might otherwise have.

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the Authority as follows:

A. Organization. The Developer is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is in compliance with all applicable laws of the State, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in this Acquisition Agreement.

B. Authori . The Developer has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered by the Developer.

C. Binding Obligation. This Acquisition Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. -22-

D. Compliance with Laws. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the CFD or the Facilities in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the CFD or the Facilities.

E. Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Authority for the acquisition of any improvements that are not part of the Facilities, and (ii) it will diligently follow all procedures set forth in this Acquisition Agreement with respect to the Payment Requests.

F. Financial Records. Until the date which is one year following the date of the final acceptance of the Facilities, the Developer covenants to maintain proper books of record and account for the construction of the Facilities and all costs related thereto.

Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the Authority or its agent at any reasonable time during regular business hours on reasonable notice.

G. Prevailing Wages. The Developer covenants that, with respect to any contracts or subcontracts for the construction of the Facilities listed in Exhibit B to be acquired from the Developer hereunder, it will assure complete compliance with any applicable law or regulation for the payment of prevailing wages. The Developer shall provide, at the written request of the Director of Public Works, evidence satisfactory to the Director of Public Works that the Developer has complied with the provisions of this Section 8.01G. with respect to any Facilities to be funded under this Acquisition Agreement.

H. Plans. The Developer represents that it has obtained or will obtain approval of the Plans for the Facilities listed in Exhibit B to be acquired from the Developer hereunder from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that the Facilities listed in Exhibit B to be acquired from the Developer hereunder have been or will be constructed in full compliance with such approved plans and specifications and any supplemental agreements (change orders) thereto, as approved in the same manner.

I. Land Owners. The Developer agrees that in the event that it sells any land owned by it within the boundaries of the CFD other than to an individual prospective homeowner, the Developer will (i) notify the Authority within 30 days of the sale, in writing, identifying the legal name of and mailing address for the purchaser, the applicable County Assessor's parcel number or numbers for the land sold and the acreage of the land sold, (ii) notify the purchaser in writing prior to the closing of any such sale of the existence of this Acquisition Agreement and, in general, the Developer's rights and obligations hereunder with respect to the construction of and payment for the Facilities, and (iii) notify the purchaser (including for purposes of this clause (iii) any prospective homeowner buying property from the Developer) in writing of the existence -23-

of the CFD and the special tax lien in connection therewith, and otherwise comply with any applicable provision of Section 53341.5 of the Act.

J. Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the original purchasers of the Bonds or the Authority related to the status of construction of improvements required by the Conditions of Approval, the anticipated completion dates for future improvements, and any other matter material to the investment quality of the Bonds.

K. Continuing Disclosure. The Developer agrees to comply with all of its obligations under any continuing disclosure agreement executed by it in connection with the offering and sale of any of the Bonds for the CFD.

L. Ownership By Affiliates. The Developer agrees to provide to the City's Finance Director on the date of issuance of the Bonds, on (or within five (5) business days of) July 1 of each year so long as the Bonds are outstanding and the Developer or any Affiliate thereof owns property in the CFD, and on any other date upon three business days notice from the City's Finance Director, a written list of all Affiliates of the Developer which own or control the ownership of land located within the CFD, or which have options on land within the CFD, indicating the parcels of land by County Assessor's Parcel number of all such land so owned or optioned.

M. Allocation of Sales Taxes to Authority. The Developer shall use reasonable efforts, with respect to any construction contract for a contract price of $5,000,000 or more and related to any construction by the Developer within the geographical boundaries of the City, to have the installing contractor obtain a sub -permit from the California Board of Equalization under the Bradley -Burns Uniform Local Sales and Use Tax law for the job site on which the work is to be performed.

Section 8.02. Indemnification and Hold Harmless. The Developer shall assume the defense of, indemnify and save harmless the Authority, the City and the CFD, the members of the Authority, the members of the Board of Directors of the Authority and of the City Council of the City, their respective officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from (i) the breach of any provision of this Acquisition Agreement by the Developer; (ii) the Developer's or any other entity's design, engineering and/or construction of any of the Facilities acquired from the Developer hereunder; (iii) the Developer's non-payment under contracts between the Developer and its consultants, engineer's, advisors, contractors, subcontractors and suppliers in the provision of the Facilities, including but not limited to any claim, lien or action by any such entity against the City, the Authority or the CFD for money or damages; or (iv) any claims of persons employed by the Developer or its agents to construct the Facilities. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional acts or negligence of the Authority, the CFD or the City, or their respective Boardmembers, Councilmembers, officers, officials, directors, employees or agents hereunder.
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No provision of this Acquisition Agreement shall in any way limit the Developer's responsibility for payment of damages resulting from the operations of the Developer, its agents, employees or its contractors.

The Developer shall assume the defense of (with counsel satisfactory to the Authority), indemnify and save harmless the Authority, the City and the CFD, members of the governing board of the Authority and of the City Council of the City, their officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from, any alleged or actual material misstatements or omissions of facts necessary to make the statements with respect to the development by the Developer of the land in the CFD, or the Developer, not misleading under the circumstances made in any disclosure materials published in connection with the Bonds. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional misstatements of material facts or material omissions in any such disclosure materials with respect to the Authority or the City.

In the event that the Developer fails to discharge its obligations under any of the foregoing provisions of this Section 8.02, the Authority shall be entitled, following prior written notice of such failure to the Developer, to draw upon funds in the Improvement Fund as it deems necessary for the defense, indemnity or hold harmless otherwise to be provided by the Developer hereunder.

ARTICLE IX

TERMINATION
Section 9.01. Termination of Funding Obligations. Unless otherwise agreed to in writing by the parties hereto, this Acquisition Agreement shall terminate on December 31, 2035, if the Bonds have not been issued by that date. If Bonds are issued before such date, this Acquisition Agreement shall terminate on the date that no funds remain in the Improvement Fund and the Authority has determined that no further Bonds will be issued for the CFD (other than possible refunding bonds as described in Section 3.05). From and after the date of termination of this Acquisition Agreement, the Authority shall have no further obligation to pay the Purchase Price of any Facilities hereunder.

Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the mutual, written consent of the Authority and the Developer, in which event the Authority may let contracts for any remaining work related to the Facilities not theretofore acquired from the Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay for same, and the Developer shall have no claim or right to any further payments for the Purchase Price of Facilities hereunder, except as otherwise may be provided in such written consent.

Section 9.03. Authority Election for Cause. The following events shall constitute grounds for the Authority, at its option, to suspend payments to the Developer hereunder as -25-

provided in the second succeeding paragraph, or terminate this Acquisition Agreement as described in the succeeding paragraph, in each case without the consent of the Developer:
(a) The Developer shall voluntarily file for reorganization or other relief under any Federal or State bankruptcy or insolvency law.
(b) The Developer shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of the Developer, or shall suffer an attachment or levy of execution made against the property it owns within the CFD unless, in any of such cases, such circumstance shall have been terminated or released within thirty (30) days thereafter.
(c) The Developer shall abandon construction of the Facilities. Failure for a period of ninety (90) consecutive days to undertake substantial work related to the construction of the Facilities, other than for a reason specified in Section 9.04 hereof, shall constitute a noninclusive example of such abandonment. (d) The Developer shall breach any material covenant or default in the performance of any material obligation hereunder.
(e) The Developer shall transfer any of its rights or obligations under this Acquisition Agreement without the prior written consent of the Authority. (f) The Developer shall have made any material misrepresentation or omission in any written materials furnished in connection with any preliminary official statement, official statement or bond purchase contract used in connection with the sale of the Bonds for the CFD.
(g) The Developer or any of its Affiliates shall at any time challenge the validity of the CFD, or any of the Bonds, or the levy of special taxes within the CFD, other than on the grounds that such levy was not made in accordance with the terms of the Rate and Method of Apportionment of the Special Taxes for the CFD.

If any such event occurs, the Authority shall give written notice of its knowledge thereof to the Developer, and the Developer agrees to meet and confer with the Director of Public Works and other appropriate City staff and consultants within thirty (30) days of receipt of such notice as to options available to assure timely completion of the Facilities listed in Exhibit B.

Such options may include, but not be limited to the termination of this Acquisition Agreement by the Authority. If the Authority elects to terminate this Acquisition Agreement, the Authority shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the Authority to receive such notice) of the grounds for such termination and allow the Developer a minimum of thirty (30) days to eliminate or mitigate to the satisfaction of the Director of Public Works the grounds for such termination. Such period may be extended, at the sole discretion of the Authority, if the Developer, to the satisfaction of the Authority, is proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined solely by -26-

the Authority, the Developer has not eliminated or completely mitigated such grounds, to the satisfaction of the Authority, the Authority may then terminate this Acquisition Agreement.

Notwithstanding the foregoing provisions of this paragraph, if an event described in clause (a) or (b) of the preceding paragraph occurs, the Authority need not comply with any of the foregoing provisions of this paragraph and may, in its sole and absolute discretion, terminate this Acquisition Agreement upon twenty (20) days prior written notice to the Developer of such termination.

Notwithstanding the foregoing paragraph, so long as any event listed in any of clauses (a) through and including (g) above has occurred, notice of which has been given by the Authority to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the Authority may in its discretion cease making payments for the Purchase Price of Facilities under Article V hereof.

Nothing in this Section 9.03 shall in any way prohibit the Authority, the City or the CFD from drawing funds from the Improvement Fund for any of the purposes described in Section

5.09. Section 9.04. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes or other acts of God, war, pandemic, terrorist attacks, civil commotion, riots, strikes, picketing, or other labor disputes, damage to work in progress by casualty, or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused.

Section 9.05. Survival of Certain Provisions. The provisions of Sections 7.02, 8.02 and

10.01 of this Acquisition Agreement shall survive the termination of this Acquisition Agreement, and the obligations of the Developer under said Sections shall remain in effect following any such termination.

ARTICLE X

MISCELLANEOUS
Section 10.01. Limited Liability of Authority. The Developer agrees that any and all obligations of the Authority arising out of or related to this Acquisition Agreement are special and limited obligations of the Authority and the Authority's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Improvement Fund and from no other source. No member of the Authority's Board of Directors, or Authority staff member, employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.

Section 10.02. Excess Costs. The Developer will be responsible for any and all costs of the Facilities that it is obligated to construct pursuant to the Conditions of Approval in excess of the moneys available therefor in the Improvement Fund.
-27-

Section 10.03. Audit. The Director of Public Works and/or the City's Finance Director shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer in to any of the Facilities, and any bids taken or received for the construction thereof or materials therefor.

Section 10.04. Attorney's Fees. In the event that any action or suit is instituted by either party against the other arising out of this Acquisition Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees.

Section 10.05. Notices. Any notice, payment or instrument required or permitted by this Acquisition Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered, or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within twenty-four hours after such transmission), or seventy-two hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

Authority or CFD: Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
Attention: Director of Public Works
Developer: SB Altair, LLC
c/o Brookfield Properties
3200 Park Center Drive, Suite 1000
Costa Mesa, CA 92626
Attention: Colin Koch
Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.

Section 10.06. Severability. If any part of this Acquisition Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Acquisition Agreement shall be given effect to the fullest extent possible.

Section 10.07. Successors and Assigns. This Acquisition Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Acquisition Agreement shall not be assigned by the Developer, except in whole to an Affiliate, without the prior written consent of the Authority, which consent shall not be unreasonably withheld or delayed. In connection with any such consent of the Authority, the Authority may condition its consent upon the acceptability of the relevant experience and financial condition of the proposed assignee, the assignee's express assumption of all obligations of the Developer hereunder, and/or upon any other factor which the Authority deems relevant in the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the ma

scope of the rights and/or obligations assigned, and shall not be effective until approved in writing by the Authority. No assignment, whether or not consented to by the Authority, shall release the Developer from its obligations and liabilities under this Acquisition Agreement.

Notwithstanding the foregoing, the Developer may assign its rights to payment hereunder, without the prior consent of the Authority, to any financial institution providing financing to the Developer or an Affiliate of the Developer.

Section 10.08. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the CFD. Nothing herein shall be construed as affecting the Authority's or the Developer's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development of the land in the CFD. This Acquisition Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party.

Section 10.09. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Acquisition Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Acquisition Agreement thereafter.

Section 10.10. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Acquisition Agreement shall be binding.

Section 10.11. Parties in Interest. Nothing in this Acquisition Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the Authority, the CFD, the City, and the Developer any rights, remedies or claims under or by reason of this Acquisition Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Acquisition Agreement contained by or on behalf of the Authority or the Developer shall be for the sole and exclusive benefit of the Authority, the CFD, the City, and the Developer. The City is an intended third party beneficiary of this Agreement.

No provision of this Acquisition Agreement shall in any way be construed to provide any right whatsoever to any contractor, subcontractor, supplier or other party involved in the acquisition, construction or maintenance of any of the Facilities against the Authority, the City or the CFD, including but not limited to any right to payment or damages of any nature, in law or in equity.

Section 10.12. Amendment. This Acquisition Agreement may be amended, from time to time, by written Supplement hereto and executed by both the Authority and the Developer.

Notwithstanding any other provisions of this Acquisition Agreement, the Director of Public Works, acting alone and without the need for approval by the Board of Directors of the -29-

Authority, may approve and execute from time to time Supplements on behalf of the Authority and the CFD, that amend, modify or supplement Exhibit B to this Acquisition Agreement.

Section 10.13. Counterparts. This Acquisition Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 10.14. Governing Law. The provisions of this Acquisition Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State. -30-

IN WITNESS WHEREOF, the parties hereto have executed this Acquisition Agreement as of the day and year first -above written.
20009.23:J19367

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO.23-01 (ALTAIR)
an
Aaron Adams,
Executive Director

SB ALTAIR, LLC,
a Delaware limited liability company
By: Brookfield Temecula, LLC, a
Delaware limited liability company,
its Operations Manager
Name:

Its:

S-1

EXHIBIT A

DESCRIPTION OF FACILITIES ELIGIBLE FOR

ACQUISITION FROM THE DEVELOPER
• The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

Exhibit A

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Temecula City CouncilFebruary 13, 2024

Temecula City Council
February 13, 2024