Wildomar City Council
August 9, 2023

Project: City of Wildomar
Date: Thu 8/3/23
454

RIV #4814-7282-0706 v1
B-1
EXHIBIT "B"

COMPENSATION

Note: In the event there are any conflicts between the terms of this Agreement and the terms of the attached compensation schedule prepared by Service Provider, the language in this Agreement shall control.

I. Service Provider shall use the following rates of pay in the performance of the Services:

A. Per Exhibit “A”, Scope of Services.

II. Service Provider may utilize sub-contractors as indicated in this Agreement.

The hourly rate for any subcontractor shall be per Exhibit “A”, Scope of Services, or as otherwise agreed to by the City provided the total compensation of the Services shall not exceed what is shown in Section IV of this exhibit.

IV. The total compensation for the Services shall not exceed $500,000, as provided in Section 4 “Compensation and Method of Payment” of this Agreement. 455

RIV #4814-7282-0706 v1
Exhibit C
Insurance Requirements
Service Provider shall procure and maintain, for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Service Provider, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Service Provider has no owned autos, Code 8 (hired) and 9 (non - owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if Service Provider provides written verification, it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriate to the Service Provider’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. The Retroactive Date must be shown and must be before the date o f the Agreement or the beginning of Agreement work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work. If coverage is canceled or non -renewed, and not replaced wi th another claims -made policy form with a Retroactive Date prior to the Agreement effective date, the Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work. A copy of the claims reporting requirements must be submitted to the City for review.

If the Service Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
456

RIV #4814-7282-0706 v1
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Service Provider including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Service Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or bot h CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this Agreement, the Service Provider’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Service Provider’s insurance and shall not contribute with it.

Notice of Cancellation
Service Provider shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Service Provider shall forthwith obtain and submit proof of substitute insurance.

Waiver of Subrogation
Service Provider hereby grants to Cit y a waiver of any right to subrogation which any insurer of said Service Provider may acquire against the City by virtue of the payment of any loss under such insurance. Service Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Service Provider, its employees, agents and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Service Provider to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
457

RIV #4814-7282-0706 v1
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
Service Provider shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Service Provider’s obligation to provide them. The City reserves the right to requi re complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider shall ensure that City is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

458

CITY OF WILDOMAR

CC - REGULAR MEETING

GENERAL BUSINESS
Agenda Staff Report # 3.1
Meeting Date: August
9, 2023
SUBJECT:

Purchase of commercial property occupied by City Hall located at 23873 Clinton Keith Road and identified as Assessor Parcel Number APN 380-240-048-3 from CFT NV Development, LLC
SUBMITTED BY:

Daniel A York
PREPARED BY:

Thomas D Jex

ACTION:
(1) Authorize the City Manager to sign the Purchase and Sale Agreement and all ancillary agreements and documents related to the purchase of commercial property occupied by City Hall located at 23873 Clinton Keith Road and identified as Assessor Parcel Number APN 380- 240-048-3 from CFT NV Development, LLC.

(2) Adopt a Resolution entitled:

RESOLUTION NO. 2023 - ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA,

AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE

AGREEMENT AND OTHER RELATED DOCUMENTS FOR REAL PROPERTY LOCATED AT 23873 CLINTON KEITH ROAD APN 380-240-048-3

(3) Find that the approval of the Purchase and Sale Agreement and proposed purchase of the property will not have an impact on the environment and is therefore exempt from California Environmental Quality Act (CEQA) review pursuant to CEQA Guidelines Sections 15061(b)(3) and 15301.

DISCUSSION:

The City proposes to purchase the commercial property occupied by City Hall, located at 23873 Clinton Keith Road and identified as Assessor Parcel Number APN 380-240-048-3.

The Seller is CFT NV Development, LLC. The Seller owns several other properties located in the shopping center of which the property is a part.

459
The proposed purchase price is $5.31 million and the purchase includes the land, the building and any other improvements on the land, any easements that benefit the land, and any personal property not owned by tenants. The purchase price is commensurate with the appraisal of the Property, dated June 16, 2023, that Santolucito Dore Group prepared for the City. The appraisal report is on file with the city clerk.

The City currently occupies Suites 102, 103, 105-107, 109, 110, 201-203, and 209-211. Three other tenants occupy the building. If City closes escrow, City will assume the leases and act as landlord. The leases require the landlord to maintain the common areas of the building (hallways, exterior walls, doors, roof). Tenants pay base rent plus their proportionate share of operating costs. Two of the three tenants are only required to pay a percentage of the difference between current operating costs and operating costs from the a previous year called a base year, and the third tenant is required to pay a percentage of all operating costs.

Operating costs includes HVAC maintenance and other capital repairs, utilities, insurance costs, landscaping services, janitorial services and compensation for attorneys, accountants, and property managers, and cost of maintaining easements on the property. There will be a post-closing adjustment between City and CFT pertaining to the operating costs incurred during the year 2023 no later than May 2024.

The Purchase and Sale Agreement requires Seller to perform certain repairs before the close of escrow, and if the work is not done at the close of escrow, a portion of the purchase price representing the cost of the work will be held back in escrow. The seller will lose those funds if the work is not done before December 31, 2023.

Because some of the service contracts for the property also require the service provider to provide services to other properties in the shopping center that Seller owns, it would be impractical for seller to partially assign these contracts to City. Accordingly, the Purchase and Sale Agreement requires the parties to negotiate an agreement during the due diligence period whereby the seller must continue providing these services to the property and invoice the City for City’s share until March 31, 2024. During this time, City will go through a process to secure these services.

After signing the Purchase and Sale Agreement, City will have about 35 days to review title and analyze any association documents to understand City’s responsibility for paying a portion of the costs to maintain the commercial center that the property is part of. City will also have a period of 60 days to conduct inspections to verify the physical and environmental condition of the property is acceptable. Before close of escrow, City will also obtain estoppel certificates from tenants or seller and review and decide whether to assume the service contracts pertaining to the property.

FISCAL IMPACT:
460
FY 2023-24 appropriations are adequate to execute the Purchase and Sales Agreement.

Funded by American Rescue Plan Account, $6,500,000 was appropriated for FY 2023-24.

Additional future expenses are expected from this account for furniture, workstations, carpet, window coverings and minor tenant improvements.

Lease revenue has not been identified as a revenue source in the current operating budget and will be included in a quarterly budget update.

Lease expenses and savings associated with property ownership is not identified in the current operating budget and will be included in a quarterly budget update

ACCOUNT CODE:
115-410-4800-58150

ATTACHMENTS:

Reso- City Hall purchase.docx
Wildomar- City Hall Purchase and Sale Agreement.docx
Certificate of Acceptance to Deed to Wildomar - City Hall Purchase Agreement.docx 461
4886-2424-4595 v1
RESOLUTION NO. 2023-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WILDOMAR, CALIFORNIA, AUTHORIZING THE CITY MANAGER

TO EXECUTE A PURCHASE AND SALE AGREEMENT AND

OTHER RELATED DOCUMENTS FOR REAL PROPERTY
LOCATED AT 23873 CLINTON KEITH ROAD APN 380-240-048-3
WHEREAS, the City desires to purchase property located at 23873 Clinton Keith Road and identified as Assessor Parcel Number 380-240-048-3 (the “Property”); WHEREAS, the Property is improved with an office building (the “Building”). The City occupies a majority of the Building and uses the space it occupies as City Hall and as office space for City staff. The Building is also occupied by three (3) other tenants; WHEREAS, the City Manager and CFT NV Developments, LLC, a Nevada limited liability company (“CFT”) have negotiated the terms of an Agreement of Purchase and Sale and Joint Escrow Instructions (“Purchase and Sale Agreement”) whereby the City would buy and CFT would sell the Property;
WHEREAS, City desires to assume CFT’s leases with the three (3) other tenants occupying the Building and allow those tenants to continue occupancy; WHEREAS, CFT is a party to several service contracts pertaining to the Building that City desires to assume;
WHEREAS, CFT causes some maintenance and security services to be provided to the portion of the Property outside of the Building pursuant to contracts that cover both the Property and other parcels in the shopping center that CFT owns. It would be impractical for CFT to terminate its existing contracts, enter into new contracts pertaining to the Property only, and assign those contracts to City; WHEREAS, prior to the close of escrow, the Purchase and Sale Agreement requires City and CFT to negotiate and enter into a Post-Closing Maintenance Agreement to require CFT to continue to provide the maintenance and security services described above for approximately five (5) or six (6) months after close of escrow while City obtains its own vendors, consistent with the key business terms identified on Exhibit I to the Purchase and Sale Agreement;
WHEREAS, section 3.28.030 (f) of the City’s municipal code allows the City to enter into contracts for services without following the City’s standard procurement process when there is an immediate need to protect public health and welfare and when the contract term is only for so long as is reasonably necessary; WHEREAS, section 3.28.040 of the City’s municipal code allows the City to dispense with its procurement procedures when it would be advantageous for the City to do so;
462
4886-2424-4595 v1
WHEREAS, the Purchase and Sale Agreement provides the City with a sixty (60) day due diligence period to inspect and review the condition of the Property; WHEREAS, within 2 business days after both parties sign the Purchase and Sale Agreement, the City is required to post a $50,000 deposit, in cash or by a certified cashier’s check or wire transfer, into an escrow account. The deposit will be applied to the final purchase of the Property unless the City terminates the Purchase and Sale Agreement before the end of the due diligence period;
WHEREAS, the City is also required to post a $100 deposit into an escrow account, which is independent consideration for the due diligence period and is nonrefundable to City;
WHEREAS, upon the expiration of the due diligence period, City must deposit the balance of the purchase price into escrow and close escrow; WHEREAS, at close of escrow, the parties must sign and record a Grant Deed and sign an Assignment and Assumption of Leases, an Assignment and Assumption of Contracts, an Escrow Holdback Agreement, and a Post-Closing Maintenance Agreement; WHEREAS, it is within the authority of the City Council to delegate to the City Manager the authority to execute a purchase agreement for real property, deeds, certificates of acceptance for deeds, assignments of leases, assignment of contracts and other related documents to effectuate the transaction contemplated by the Purchase and Sale Agreement; and
WHEREAS, it is within the authority of the City Council to delegate to the City Manager the authority to negotiate and execute a post-closing maintenance agreement; WHEREAS, Staff has reviewed the proposed purchase of the Property in accordance with the California Environmental Quality Act and determined that the purchase itself will not have an impact on the environment and is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “common sense” exemption, which states that, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is exempt from CEQA. The proposed action would only transfer ownership of the Property and does not involve changes to the use of the Property. The City has been leasing the Property as a tenant and now will become the owner. The proposed purchase of the Property is also exempt from CEQA under CEQA Guidelines Section 15301 as the operation of an existing public structure involving negligible or no expansion of existing or former use. The proposed action transfers ownership of the Property which the City has been leasing as a tenant.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Wildomar, California as follows:

1. The City Council hereby approves the Purchase and Sale Agreement, substantially in the form attached hereto as Exhibit “1”, with modest adjustments as approved by the City Manager and City Attorney.
463
4886-2424-4595 v1

2. The City Council delegates to the City Manager the authority to execute the Purchase and Sale Agreement and negotiate amendments to the terms of the Purchase and Sale Agreement, including but not limited to purchase price reductions and time extensions for deadlines, due to new information discovered during the due diligence period or title review.

3. The City Council delegates to the City Manager the authority to negotiate a Post- Closing Maintenance Agreement consistent with the terms outlined in Exhibit I to the Purchase and Sale Agreement.
a. Section 3.28.030 (f) of the City’s municipal code allows the City to enter into contracts for services without following the City’s standard procurement process when there is an immediate need to protect public health and welfare and when the contract term is only for so long as is reasonably necessary. The City needs to ensure security at the City Hall building and provide on-going maintenance services to make sure the building and premises are safe and secure for the public to enter and receive City services. The City will enter into separate contracts for these services as quickly as is reasonably practicable.
b. Section 3.28.040 of the City’s municipal code allows the City to dispense with its procurement procedures when it would be advantageous for the City to do so. CFT’s existing agreements for services cover both the Property and other parcels in the shopping center that CFT owns. It is advantageous for the City to continue these service agreements which cover the Property as a portion of the other parcels in the shopping center which receive maintenance and service under these agreements. The Post Closing
Maintenance Agreement will allow for a seamless transition and allow the City to provide these services to its tenants and the community using the City Hall building.

4. The City Council delegates to the City Manager the authority to execute the following documents at the close of escrow:
a. A certificate of acceptance, in substantially the same form as attached as Exhibit “2,” to accept the Grant Deed attached as Exhibit B to the Purchase and Sale Agreement;
464
4886-2424-4595 v1
b. An Assignment and Assumption of Leases in substantially the same form attached to the Purchase and Sale Agreement as Exhibit G; c. An Assignment and Assumption of Contracts in substantially the same form attached to the Purchase and Sale Agreement as Exhibit H. This delegation of authority shall allow the City Manager to elect whether to assume or require CFT to terminate service contracts that pertain to the Building; d. A Post-Closing Maintenance Agreement as described in Section 3 above, to be negotiated by the City Manager, City Attorney, CFT’s representative, and CFT’s legal counsel after the execution of the Purchase and Sale Agreement;
e. A Holdback Agreement in substantially the same form as Exhibit K to the Purchase and Sale Agreement, in the event that the Repair Work is not completed at the close of escrow; and
f. Any other documents that, upon consultation with the City Attorney, he deems necessary or advisable to effectuate the transactions contemplated by this Resolution.

5. The City Manager may also take any other actions necessary to complete the purchase, including but not limited to executing escrow instructions and depositing the $50,000 deposit, $100 independent consideration, and the balance of the purchase price into escrow.

6. The City Council finds that this delegation of authority is in the best interest of the City because it will allow the acquisition to be timely processed.

7. The proposed purchase of the Property will not have an impact on the environment and is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “common sense” exemption, which states that, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is exempt from CEQA. The proposed action would only transfer ownership of the Property and does not involve changes to the use of the Property. The City has been leasing the Property as a tenant and now will become the owner. The proposed purchase of the Property is also exempt from CEQA under CEQA Guidelines Section 15301 as the operation of an existing public structure involving negligible or no expansion of existing or former use. The proposed action transfers ownership of the Property which the City has been leasing as a tenant. 465
4886-2424-4595 v1
PASSED, APPROVED, AND ADOPTED this 9th day of August, 2023. ________________________
Joseph Morabito
Mayor
APPROVED AS TO FORM: ATTEST:
_______________________ _______________________
Thomas D. Jex Janet Morales
City Attorney City Clerk
466
1 4858-3959-5864 v14

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (“ Agreement”) is entered into as of ______________, 2023 (“ Effective Date”), by and between CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (“Seller”), and CITY OF WILDOMAR, a California municipal corporation (“Buyer”).

RECITALS
Seller is the owner of that certain Property (as defined below), located in the City of Wildomar, Riverside County, California, with an address of 23873 Clinton Keith Road, Wildomar, CA (APN 380-240-048-3). Seller desires to sell and Buyer desires to purchase the Property upon the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

AGREEMENT

1. Agreement to Sell and Buy the Property. Seller agrees to sell and Buyer agrees to buy, upon the terms and conditions set forth herein, (i) that certain parcel of land located in the City of Wildomar, Riverside County, California, as more particularly described as Parcel A in Exhibit A attached hereto and incorporated herein by reference (the “Fee Parcel”), together with all rights, privileges, rights of way and easements, if any, appurtenant to such land, including those easements described as Parcel B and C in Exhibit A attached hereto (all of the foregoing, the “Real Property ”), (ii) all buildings and other improvements located on the Fee Parcel (the “Improvements”); and (iii) all personal property used in connection with the Fee Parcel and/or Improvements, if any, with the exception of any personal property located on the Fee Parcel that is the property of any of the Tenants, which personal property shall remain the property of those Tenants (the “Personal Property”). All items referred to in clauses (i), (ii) and (iii) are sometimes collectively referred to herein as the “Property”.

2. Purchase Price. The purchase price (“Purchase Price”), for the Property shall be Five Million Three Hundred and Ten Thousand Dollars ($5,310,000). All references herein to dollars shall mean immediately available United States Dollars.

3. Payment of Purchase Price and Independent Consideration. The Purchase Price and Independent Consideration (as defined below) for the Property shall be payable by Buyer as follows:

3.1 Deposit.
(a) Within two (2) business days after the full execution of this Agreement, Buyer shall deposit with Escrow Holder (as defined in Section 4.1 below), in cash, by certified or bank cashier’s check made payable to Escrow Holder, or a confirmed wire transfer of 467
2 4858-3959-5864 v14
funds, the sum of Fifty Thousand Dollars ($50,000) (the “ Deposit”). The Deposit shall be deposited in an interest-bearing escrow account and all interest thereon shall be deemed part of the Deposit.
(b) If the transaction contemplated herein does not close due to Buyer’s disapproval or deemed disapproval of any matters pertaining to the Property prior to the expiration of the Due Diligence Period, then the Deposit shall be refunded to Buyer, this Agreement and the Escrow shall terminate and the parties shall have no further obligations to one another with respect to this Agreement, except as otherwise expressly provided for herein.

3.2 Independent Consideration. Upon the Opening of Escrow, Buyer shall deposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or a confirmed wire transfer of funds, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration ”). Buyer and Seller have bargained for and agree that the Independent Consideration is consideration for Buyer’s rights under this Agreement and for Seller providing the Due Diligence Period (defined in Section 7.1(a)(i) below) to Buyer. Upon receipt, the Escrow Holder shall immediately release the Independent Consideration to Seller, and notwithstanding any provision in this Agreement to the contrary, the Independent Consideration shall be nonrefundable to Buyer in all circumstances.

3.3 Purchase Price Balance. Provided all of the other conditions precedent to Buyer’s obligation to purchase the Property are timely satisfied, then prior to the Close of Escrow, Buyer shall deposit with Escrow Holder by cash, cashier’s check, or other immediately available funds the difference between (i) the Purchase Price and (ii) the Deposit (the “ Purchase Price Balance”).

4. Escrow.

4.1 Opening of Escrow. Within one (1) business day of the Effective Date, Buyer and Seller shall open an escrow (the “Escrow”) with Corner Escrow, Inc., 25220 Hancock Ave., Suite 250, Murrieta, CA 92562, Attn: Jennifer Underwood; Tel 951-239-3019 (“ Escrow Holder”), and Buyer and Seller shall each provide to Escrow Holder an executed counterpart of this Agreement (the “ Opening of Escrow ”). Escrow Holder shall notify Buyer and Seller, in writing, that the Escrow has been opened. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control.

4.2 Close of Escrow. For purposes of this Agreement, the “ Close of Escrow” shall be defined as the date that the grant deed (“ Grant Deed”), the form of which is attached hereto as Exhibit B, conveying the Real Property and Improvements to Buyer, is recorded in the Official Records of the Recorder of Riverside County, California. The date upon which the Close of Escrow actually occurs shall sometimes be referred to herein as the “ Closing Date ”. The Closing Date shall be five (5) days following satisfaction or waiver of all conditions set forth in Section 7.1 and Section 7.2, but no later than October 31, 2023 (“Outside Closing Date.”) 468
3 4858-3959-5864 v14

5. Condition of Title. At the Close of Escrow, title to the Property shall be conveyed to Buyer by Seller subject only to the following matters (collectively the “Approved Conditions of Title”):

5.1 a lien to secure payment of real estate taxes and assessments, not delinquent;

5.2 the lien of supplemental taxes;

5.3 matters affecting title to the Property created by or with the written consent of Buyer or which are waived or deemed approved by Buyer pursuant to Section 7.1(a) hereof;

5.4 all matters which would be disclosed by an inspection or survey of the Real Property as approved by Buyer pursuant to Section 7.1(a) hereof;

5.5 all exceptions which are disclosed by the Title Report (as defined in Section

7.1(b)(i)), and which are approved by Buyer in accordance with this Agreement; and

5.6 the Tenant Leases (as defined in Section 7.1(a)) and which are approved by Buyer in accordance with this Agreement.

It is acknowledged and agreed by Seller and Buyer that the listing of the foregoing matters in this Section 5 shall be subject to Buyer’s approval during the Due Diligence Period, which approval shall be deemed withheld if Buyer (a) terminates (or is deemed to have terminated) this Agreement at or prior to the end of the Due Diligence Period as provided under Section 7.1(a) hereof or (b) otherwise objects thereto as set forth in any Buyer’s Title Notice given by Buyer to Seller as set forth in Section 7.1(b)(ii).

6. Title Policy. As a condition to the Close of Escrow, title shall be evidenced by the willingness of First American Title Company, 3633 Inland Empire Blvd, Suite 130, Ontario, CA 91764, Attention: Tammy Kerr, (909) 380-8726 (“ Title Company”) to issue its ALTA Owner’s Policy of Title Insurance with extended coverage, if requested by Buyer, inclusive of any endorsements requested or required by Buyer (“Title Policy”), in the amount of the Purchase Price showing title to the Property vested in Buyer upon conveyance of the Grant Deed subject to the Approved Conditions of Title (it being acknowledged and agreed by Buyer that it has elected to obtain the Title Policy at the Close of Escrow) and such other exceptions to title as may be set forth in the Title Report (as defined in Section 7.1(b)(i)) and not objected to by Buyer. Buyer shall obtain from the Title Company a Title Policy commitment with all endorsements required by Buyer or its lender prior to expiration of the Due Diligence Period.

7. Conditions to Close of Escrow.

7.1 Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the dates designated below for the satisfaction of such conditions:
469
4 4858-3959-5864 v14
(a) Buyer’s Review of the Physical Condition of Property and Books & Records.
(i) Buyer shall have a period of sixty (60) days following the Effective Date (the “Due Diligence Period”), to satisfy itself in its sole and absolute discretion, with all physical, legal and investment aspects of the Property and its condition and suitability for Buyer (including, without limitation, zoning, the environmental and physical condition of the Real Property, the Improvements and any other portion of the Property; compliance with any laws, ordinances, codes, statutes, rules, orders, decisions and/or regulations with respect to the Real Property, the Improvements and any other portion of the Property (collectively the “ Due Diligence”).
(ii) If Buyer fails to notify Seller of its approval or disapproval, Seller shall provide notice to Buyer of its failure to provide notice of Buyer’s approval or disapproval, and Buyer shall have two (2) business days from receipt of Seller’s notice to provide notice of Buyer’s approval or disapproval. If Buyer notifies Seller and Escrow Holder in writing of Buyer’s disapproval of the Property prior to the expiration of the Due Diligence Period or within the time set forth in the preceding sentence, or fails to timely respond to Seller’s notice described in the preceding sentence (which shall be deemed Buyer’s disapproval of the Property), such disapproval shall act to terminate this Agreement and the Escrow created pursuant hereto, in which event Buyer and Seller hereby direct Escrow Holder to pay the Deposit (together with accrued interest thereon) to Buyer and this Agreement shall have no further force and effect (except for any provision hereof expressly providing that the provision survives termination hereof), and Buyer and Seller shall have no liability or obligation hereunder whatsoever, except as otherwise expressly provided for herein. Buyer shall also have the right, on or before the expiration of the Due Diligence Period, to request in writing that Seller cure, to Buyer’s reasonable satisfaction prior to the Close of Escrow, any condition related to the Property to which Buyer objects, and in the event that Seller notifies Buyer in writing that Seller is unable or unwilling to cure any such disapproved condition, Buyer shall have five (5) days after receipt of Seller’s notice to either waive Buyer’s prior objection to the disapproved condition or terminate this Agreement. If, prior to the expiration of the Due Diligence Period, Buyer notifies Seller and Escrow Holder in writing of Buyer’s approval of the Property, such approval shall satisfy this condition. Upon Escrow Holder’s receipt of Buyer’s written approval of the Property, the Deposit shall be nonrefundable to Buyer.
(iii) Within five (5) days after the Effective Date, Seller shall provide Buyer with true and correct copies of the following documents, to the extent such documents are currently existing, and are within Seller’s possession, custody, or control (collectively the “Property Documents”):
(1) All lease agreements together with any and all
amendments and/or modifications thereof, listed on Exhibit C (collectively, the “ Tenant Leases”), by and between Seller, as landlord, and the tenants of the Property (each a “Tenant”); (2) All service contracts, maintenance agreements,
management agreements, parking agreements, agreements for janitorial services, agreements for 470
5 4858-3959-5864 v14
landscaping services, and all other contracts and agreements related to the operation and management of the Property (“Service Contracts”);
(3) All title reports, easements, and covenants,
conditions and restrictions (CC&Rs) pertaining to the Property; (4) All permits, documents and information pertaining to zoning and entitlements, conditional use permits, licenses, development plans, construction agreements, warranties, building plans and specifications, certificates of occupancy, building condition reports, inspection reports, pest control inspection reports, compliance notices and reports (including notices of violation or any correspondence from any government agency with jurisdiction over the Property), geological and soils reports, surveys, environmental reports (including any Phase I and Phase II reports), structural reports and other written agreements and notices that affect the ownership, operation, maintenance, repair, improvement or development of the Property;
(5) Any claims, litigation, actions or other legal
proceedings affecting the Property;
(6) Income and expense statements for the Property for
the years 2021 and 2022;
(7) Monthly utility bills for 2021 and 2022;
(8) A complete and current rent roll, including a
schedule of all tenant rents, security deposits (including any deductions made therefrom as of the date of the rent roll) and fees; and
(9) A Natural Hazard Disclosure Report provided at
Seller’s sole cost and expense.
(iv) Buyer agrees not to disclose any confidential or proprietary information contained in any Property Documents reviewed by or provided to Buyer except to the extent that such disclosure is permitted by the Confidentiality Agreement between Buyer and Seller dated on or about the Effective Date. Buyer’s obligation under the immediately preceding sentence shall survive any termination of this Agreement. Buyer shall have until the end of the Due Diligence Period to satisfy itself as to the review and approval of the Property Documents and the condition and suitability of the Property. Buyer acknowledges and agrees that Seller specifically disclaims any responsibility for and opinions, conclusions or work product contained within the Property Documents. Nothing in this Section 7 shall in any manner be construed as any representation, assurance or warranty of any kind by Seller. (v) During regular business hours within the Due Diligence Period, upon at least twenty-four (24) hours prior written notice and subject to rights of Tenants under the Tenant Leases and Seller’s right to accompany Buyer at all times, Buyer, its agents, employees, architects, engineers, consultants and contractors shall have the right to enter the Real Property and Improvements to conduct any non-intrusive investigations, inspections and tests of the Real Property and Improvements, at Buyer’s sole cost and expense, as Buyer deems reasonably 471
6 4858-3959-5864 v14
necessary to evaluate the condition and suitability of the Property. Buyer shall use care and consideration in connection with all of its inspections or tests, and shall not interfere with the business operations of the Tenants located on the Real Property and Improvements. Buyer shall also have the right to enter upon the Property for purposes of conducting any invasive inspections including, but not limited to, a Phase 2 Environmental Site Assessment. Buyer shall restore the Real Property and Improvements as near as reasonably possible to its condition prior to any intrusive or invasive tests and/or inspections. Prior to any entry on the Real Property or Improvements by Buyer or any of its agents, employees, consultants or contractors, Buyer shall secure and maintain the following insurance policies: (a) a comprehensive commercial general liability and property damage policy in an amount of not less than One Million Dollars ($1,000,000) per occurrence, that will cover the activities of Buyer and its agents, employees, consultants and contractors on the Property and shall deliver to Seller an additional insured endorsement naming Seller an additional insured thereunder, and (b) workers’ compensation and employer’s liability insurance in accordance with the provisions of California law. On request by Seller, Buyer shall provide a certificate of insurance to Seller evidencing the insurance required herein. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller) and hold Seller harmless from and against any and all loss, expense, claim, damage, liability and injury to person or property resulting from the acts of Buyer, Buyer’s employees, agents, consultants, architects, engineers, contractors and/or subcontractors on the Real Property or Improvements in connection with the performance of any investigation or other activities upon the Real Property or Improvements as contemplated herein. The foregoing indemnity, defense and hold harmless obligations do not apply to (a) any loss, liability cost, claim, damage, injury or expense to the extent arising from the negligent acts or omissions of Seller, (b) any diminution in value in the Property arising from or relating to matters discovered by Buyer during its investigation of the Property, (c) any latent defects in the Property discovered by Buyer, and (d) the release or spread of any Hazardous Material (as defined in Section 13.12 herein) that are discovered (but not deposited) on or under the Real Property or Improvements by Buyer unless caused by the negligence of Buyer or its agents or contractors. The indemnification and defense obligations of Buyer in this Section 7.1(a)(v) shall survive the termination of this Agreement. (vi) Prior to the expiration of the Due Diligence Period, Buyer shall provide Seller with Notice of any Service Contracts that Buyer desires to assume (“Buyer’s Contract Election Notice .”) Those Service Contracts identified in Buyer’s Contract Election Notice (“Approved Contracts ”) shall be listed on Attachment 1 of Exhibit H . Any Service Contracts not identified in Buyer’s Contract Election Notice shall be terminated by Seller on or before the Close of Escrow and Seller shall be responsible for payment of any termination fees due to third parties as a result of terminating such Service Contracts. (b) Buyer’s Review of Title.
(i) Buyer shall receive a standard preliminary title report (the “Title Report”) issued by the Title Company with respect to the Property within ten (10) business days following the Effective Date, along with a copy of all documents referenced in the Title Report. Buyer shall have until the date (“Title Approval Date”) which is ten (10) business days following the receipt of the Title Report to give Seller, Escrow Holder, and Title Company written notice (“Buyer’s Title Notice”) of Buyer’s disapproval or conditional approval of any matters shown in the Title Report. Seller shall provide notice to Buyer of its failure to provide notice of 472
7 4858-3959-5864 v14
Buyer’s approval or disapproval of matters shown in the Title Report, and Buyer shall have two (2) business days from receipt of Seller’s notice (“ Second Notice Date ”) to provide notice of Buyer’s approval or disapproval of any matters shown in the Title Report. The failure of Buyer to give Buyer’s Title Notice on or before the Second Notice Date shall be deemed to constitute Buyer’s disapproval of the condition of title to the Property subject to all matters of record and to all state of facts that would be shown on a current accurate survey of the Property. (ii) If Buyer disapproves or conditionally approves any matter of title shown in the Title Report, then on or before the expiration of ten (10) business days from the date of Seller’s receipt of Buyer’s Title Notice, Seller may elect to eliminate or ameliorate to Buyer’s satisfaction the disapproved or conditionally approved title matters. Seller shall give Buyer written notice (“Seller’s Title Notice”) not later than ten (10) business days after Seller’s receipt of Buyer’s Title Notice of those disapproved or conditionally approved title matters, if any, which Seller agrees to either eliminate from the Title Policy as exceptions to title to the Property or to ameliorate to Buyer’s satisfaction by the Closing Date. If Seller does not elect to eliminate or ameliorate to Buyer’s satisfaction any disapproved or conditionally approved title matters, or if Buyer disapproves of Seller’s Title Notice, or if Seller is unable to eliminate or ameliorate to Buyer’s satisfaction all such disapproved matters prior to the Closing Date, then Buyer shall elect by written notice to Seller, Title Company, and Escrow Holder on or before the date which is five (5) days after Buyer’s receipt of Seller’s Title Notice, to: (1) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (2) terminate this Agreement and the Escrow created pursuant hereto, in which event, Escrow Holder shall disburse the Deposit, together with any interest accrued thereon, to Buyer.
(c) No Material Adverse Change. There shall be no Material Adverse Change.
(d) No Material Representation Change. There shall be no Material Representation Change.
(e) Termination of Allstate Lease. Seller shall have terminated the Allstate Lease.
(f) Repair Work. Escrow Holder shall have received confirmation that Buyer has provided written approval of all of the Repair Work, or the Parties shall have entered into a Holdback Agreement for any uncompleted Repair Work pursuant to Section 18.2. The Parties shall have entered into an amendment for any credit for items 9 and 15 on Exhibit J. (g) Seller’s Obligations. As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, including Seller’s obligations to timely deliver Estoppel Certificates as set forth in Section 8.1. (h) Seller’s Representations and Warranties. All of Seller’s representations and warranties set forth in Section 13 (as modified or supplemented by Seller during the Escrow period, if applicable, as provided in Section 13) shall be true and correct in all material respects as of the Close of Escrow.
473
8 4858-3959-5864 v14

7.2 Conditions to Seller’s Obligations. For the benefit of Seller, the Close of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the following conditions (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions, in its sole and absolute discretion):
(a) Buyer’s Obligations. As of the Close of Escrow, Buyer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer including, without limitation, the timely deposit of all monies required to be deposited by Buyer under this Agreement.
(b) Buyer’s Representations and Warranties. All of Buyer’s representations and warranties set forth in Section 15 hereof shall be true and correct in all material respects as of the Close of Escrow.

8. Deposits by Seller.

8.1 Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to provide Buyer, no fewer than five (5) days prior to the Close of Escrow, with an estoppel certificate from each Tenant, in the form attached hereto and incorporated herein as Exhibit D. If no estoppel certificate is received from a particular Tenant or Tenants, Seller shall deliver to Buyer an estoppel certificate executed by Seller for such Tenant Lease, containing the same information as is set forth in Exhibit D.

8.2 Additional Deposits by Seller. At least one (1) day prior to the Close of Escrow, Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:
(a) Grant Deed. The Grant Deed, duly executed by Seller and acknowledged, in the form attached hereto as Exhibit B. (b) Assignment and Bill of Sale. An assignment and bill of sale pursuant to which Seller will assign to Buyer certain personal and intangible property as described therein (collectively, the “ Personal Property”) in the form attached hereto as Exhibit E, duly executed by Seller.
(c) Seller’s Certificate. A certificate of non-foreign status (“ Seller’s Certificate”), duly executed by Seller, in the form attached hereto as Exhibit F. (d) Lease Assignments. Not less than two (2) original counterparts of the Assignment and Assumption Agreement for the assignment and assumption of all of the Tenant Leases, in form and content, as attached as Exhibit G (“Lease Assignments”) duly executed by Seller. The Lease Assignments shall provide that, subsequent to the Close of Escrow, Buyer agrees to assume Tenant Leases and Buyer agrees to indemnify and hold Seller harmless from and against any and all claims and liabilities (including attorneys’ fees) arising from or on account of Tenant Leases accruing after the Close of Escrow and that Seller agrees to indemnify and hold Buyer harmless from and against any and all claims and liabilities (including attorneys’ fees) arising from or on account of Tenant Leases accruing on or prior to the Close of Escrow. 474
9 4858-3959-5864 v14
(e) Assignment of Contracts. Two (2) original counterparts of an assignment and assumption of contracts affecting the Property in the form attached hereto as Exhibit H (“Assignment of Contracts”), duly executed by Seller. (f) Holdback Agreement. Two (2) original counterparts of the Holdback Agreement, duly executed by Seller, if Escrow Holder has not received confirmation from Buyer that the work described in Section 18 has been completed by the Close of Escrow. (g) Post-Closing Maintenance Agreement. Two (2) original counterparts of the Post-Closing Maintenance Agreement, duly executed by Seller. (h) Settlement Statement. A closing statement prepared (or approved) by the Title Company and approved by Seller and Buyer (“Closing Statement”), signed by Seller. (i) A Completed California Form 593.
(j) An Owner’s Affidavit.
(k) Other Documentation. Such other documentation and/or instruments required hereunder or reasonably required by Buyer, Escrow Holder, or the Title Company for the Close of Escrow (it being understood that Seller and Buyer shall not be required to execute or deliver any document or instrument that materially increases any of either party’s obligations or materially decreases either party’s rights under the terms and provisions of this Agreement).

9. Deposits by Buyer. At least one (1) day prior to the Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder the following monies, documents and instruments:

9.1 The Purchase Price Balance, plus funds to cover Buyer’s share of the Costs and Expenses set forth in Section 10 below.

9.2 The Certificate of Acceptance, in the form attached to the Grant Deed attached hereto as Exhibit B.

9.3 Not less than two (2) original counterparts of the Lease Assignments, duly executed by Buyer.

9.4 Not less than two (2) original counterparts of the Assignment of Contracts, duly executed by Buyer.

9.5 Two (2) original counterparts of the Holdback Agreement, duly executed by Buyer.

9.6 Two (2) original counterparts of the Post-Closing Maintenance Agreement, duly executed by Buyer.

9.7 The Closing Statement, signed by Buyer.
475
10 4858-3959-5864 v14

9.8 Any transfer tax form, affidavit or declaration required by any laws with respect to the transfer of title to the Property, signed by Buyer in form for filing with the applicable governmental authority.

9.9 Such other sums required hereunder or reasonably required by the Title Company or Escrow Holder for the Close of Escrow and such other documentation and/or instruments required hereunder or reasonably required by Seller, Escrow Holder, or the Title Company for the Close of Escrow.

10. Costs and Expenses.

10.1 The cost and expense of the Title Report, the premium and all other costs and expenses for the issuance of the standard owner’s CLTA policy shall be paid by Seller.

10.2 The cost and expense of any surveys that Buyer elects to obtain or update and the cost and expense for the title premiums for an ALTA’s owner’s policy, any lender’s title policies and any title insurance endorsements shall be paid by Buyer.

10.3 Buyer and Seller shall each pay one-half (1/2) of the escrow fees of Escrow Holder.

10.4 No documentary transfer tax shall be due because Buyer is a public entity.

10.5 No recording fees shall be due because Buyer is a public entity.

10.6 All other Closing Costs shall be paid in the manner customary in Riverside County.

10.7 If, as a result of no fault of Buyer or Seller, Escrow fails to close, Buyer and Seller shall each pay one-half (1/2) of the Escrow Holder’s fees and charges.

10.8 Each party shall be responsible for their respective legal fees and disbursements.

11. Prorations. The following prorations shall be made between Seller and Buyer on the Closing Date, computed as of the Closing Date:

11.1 No Proration of Property Taxes. The portion of current property taxes which would otherwise be allocable to the period after the close of Escrow shall not be allocated, as Purchaser is exempt from payment of property taxes. Accordingly, Escrow Agent shall pay and charge Seller for that portion of current property taxes and assessments and any penalties and interest thereon allocable to the period prior to the close of Escrow. Escrow Agent shall pay and charge Seller for any unpaid delinquent property taxes and/or penalties and interest thereon, and for any delinquent assessments or bonds against the Property. Seller shall have the sole right, after Close of Escrow, to apply to the Riverside County Tax Collector for refund of any excess property taxes which have been paid by Seller with respect to the Property. This refund would apply to the period after Buyer's acquisition of the Property, pursuant to Revenue and Taxation Code Section 5096.7.
476
11 4858-3959-5864 v14

11.2 Rents, Additional Rents and Other Charges. Rent, operating expense reimbursements, additional rent and other charges payable to the Seller, as landlord under the Tenant Leases (collectively, “ Rent”) shall be prorated as of the Close of Escrow based upon a thirty (30) day month and a three hundred sixty (360) day year. Buyer shall receive a credit against the Purchase Price for Rent, including Rent that Buyer may have paid to Seller, paid in advance to Seller for the period from and after the Close of Escrow. Seller shall assign Rent arrears to Buyer whereupon Buyer shall pay Rent arrears to Seller within thirty (30) days after collection, less Buyer’s attorneys’ fees or collection agency charges. Within three (3) business days following the Effective Date and at the Close of Escrow, Seller shall provide to Buyer an updated schedule of any and all past due or delinquent Rent owing in connection with the Property. Notwithstanding the foregoing, on or before May 31 of the calendar year immediately following the calendar year in which the Close of Escrow occurs, Seller and Buyer shall make a final adjustment in accordance with the provisions of this Section 11.2 (the “Final Closing Adjustment”) of any additional rents due under the Tenant Leases for which final adjustments or prorations could not be determined at the Close of Escrow, if any, because of the lack of actual statements, bills or invoices for the current period, the year-end adjustment of common area maintenance, taxes and like items or any other reason. Any net adjustment in favor of Buyer or Seller is to be paid in cash by the other no later than thirty (30) days after the Final Closing Adjustment. The provisions of this paragraph shall survive the Closing of Escrow.

11.3 Security Deposits. Security deposits paid by Tenants, including the unused portion of the security deposit paid to Seller by Buyer, shall be fully credited to Buyer on the Close of Escrow. At Buyer’s election, Buyer may receive a credit against the Purchase Price for such security deposits.

11.4 Adjustments. If any errors or omissions are made regarding adjustments and prorations as aforesaid, the parties shall make the appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto. The provisions of this Section 11 shall survive the Close of Escrow and delivery of the Grant Deed.

12. Disbursements and Other Actions by Escrow Holder. Upon the Close of Escrow, the Escrow Holder shall promptly undertake all of the following in the manner indicated:

12.1 Prorations. Prorate all matters referenced in Section 11 based upon the statement delivered into Escrow signed by the parties.

12.2 Recording. Cause the Grant Deed and any other documents which the parties hereto may mutually direct, to be recorded in the Official Records of the Recorder of Riverside County, California, in the order set forth in this Agreement.

12.3 Funds. Disburse from funds deposited by Buyer with Escrow Holder toward payment of all items chargeable to the account of Buyer pursuant hereto in payment of such costs including, without limitation, the payment of the Purchase Price to Seller, and disburse the balance of such funds, if any, to Buyer.
477
12 4858-3959-5864 v14

12.4 Document Delivery. Deliver originals and conformed copies of all documents to Seller and Buyer as appropriate.

12.5 Title Policy. Direct the Title Company to issue the Title Policy to Buyer.

13. Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to buy the Property from Seller, Seller makes the following representations and warranties to Buyer, each of which is material and is being relied upon by Buyer, and the accuracy of which, in all material respects, as of the Close of Escrow, constitutes a condition precedent to Buyer’s obligation to consummate the Close of Escrow:

13.1 Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Nevada and which is authorized to transact business under the laws of the State of California. Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and the execution, delivery and performance of this Agreement on the part of Seller have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement by Seller.

13.2 The entry by Seller into this Agreement and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreement relating to the Property to which Seller is a party or by which it is bound.

13.3 There are no (a) pending actions, suits or proceedings which would materially and adversely affect Tenant Leases or the Property or the Seller’s ability to consummate the transactions contemplated by this Agreement or (b) pending or threatened proceedings in eminent domain which would adversely affect the Property.

13.4 There are no agreements affecting the right to possession of the Property other than Tenant Leases, the Property Documents and/or any other instrument or document that is part of the Approved Conditions of Title.

13.5 There are no maintenance, service or other agreements (other than Tenant Leases) affecting or relating to the Property that cannot be terminated or cancelled by giving not more than thirty (30) days’ notice.

13.6 The Tenant Leases, as provided to Buyer, are true and correct, complete and in full force and effect, and subject to no offsets for the benefit of the Tenants; no rent has been prepaid nor concessions given to Tenants other than as specified in the Tenant Leases or as disclosed to Buyer in writing; except Nolasco Consolidated, Inc., a California corporation, dba Allstate Insurance, no Tenant is in default under the Tenant Lease to which it is a party; and the Seller is not in default under any Tenant Lease. Seller has received no written notice of any actions, whether voluntary or otherwise, pending against any Tenant under any insolvency, bankruptcy or other debtor relief laws of the United States or of any state.

13.7 The Property Documents provided to Buyer are each complete originals or copies, do not contain any untrue statement of a material fact, do not omit to state a material fact 478
13 4858-3959-5864 v14
making the statements contained therein misleading, and are all of the Property Documents in Seller’s possession, custody, or control. The documents provided to Buyer pursuant to Section

7.1(a)(iii)(6) and to Santolucito Dore Group in connection with the appraisal of the Property have been prepared in conformity with generally accepted accounting principles consistently applied, and accurately reflect the financial position of the Property.

13.8 Any brokerage commission or similar fee that is due or unpaid by Seller for any Tenant Lease at the time of the execution of this Agreement shall be the obligation of the Seller to pay prior to the Close of Escrow. There is no written or oral agreement that will obligate Buyer, as Seller’s assignee, to pay any commission under any current Tenant Lease.

13.9 Neither Seller nor any entity or person that owns or controls Seller is bankrupt or insolvent under any applicable Federal or state standard, has filed for protection or relief under any applicable bankruptcy or creditor protection statute, or has been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. No general assignment for the benefit of creditors has been made by Seller and no trustee or receiver of Seller's property has been appointed. Seller is not entering into the transactions described in this Agreement intending to defraud any creditor or to prefer the rights of one creditor to any other. Seller and Buyer have negotiated this Agreement at arm’s length and the consideration paid represents fair value for the assets being transferred.

13.10 Seller is not a “ foreign person ” within the meaning of 26 U.S.C.A. §1445(f)(3) and Seller is not, nor is any person who owns a controlling interest in or otherwise controls Seller, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“ OFAC”), Department of the Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “ OFAC Laws and Regulations ”); or (b) a person either (i) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (ii) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Seller nor any of its principals or affiliates is (x) a person or entity with which Buyer is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders, or (y) is affiliated or associated with a person or entity listed in the preceding clause (x). To the actual knowledge of Seller, neither Seller nor any of its principals or affiliates, nor any brokers or other agents acting in any capacity in connection with the transactions contemplated herein (I) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders or (II) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. As used herein, “ Anti-Terrorism Law ” means the OFAC Laws and Regulations, the Executive Orders and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended.
479
14 4858-3959-5864 v14

13.11 The rent roll to be provided per Section 7.1(a)(iii)(8) above to Buyer by Seller is, to Seller’s actual knowledge, true and correct as of the Effective Date and conforms to the Tenant Leases.

13.12 Except as may be disclosed in the Property Documents, neither Seller nor any Tenant or third party, has used, generated, transported, discharged, released, manufactured, stored, or disposed any Hazardous Material from, into, at, on, under, or about the Property.

Additionally, Seller has not received any written notice that the Property has been or is in violation of any Environmental Law or any other Law.

The term “ Hazardous Material ” as used herein shall mean any hazardous or toxic substances, materials, chemicals, or wastes in any form and in any concentration that is or becomes, prior to the Close of Escrow, regulated by the United States or any state or local government authority having jurisdiction over the Property (including any present order or agreement imposing liability or standards concerning any such substances, materials, chemicals, or wastes and any future such order or agreement that becomes effective prior to the Close of Escrow), and includes without limitation: any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); any “hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); petroleum products; volatile organic compounds; radioactive materials; asbestos and lead paint, in any form or condition; and substances or compounds containing PCBs.

The term “ Environmental Law” as used herein shall mean any federal, state, or local law, ordinance or regulation, or any order, demand or guidance document of any governmental agency, relating to Hazardous Material.

13.13 To Seller’s best knowledge, there is no active owner’s association governing the Property and no Common Area Maintenance fees in relation to any Reciprocal Easement Agreement or Declaration of Covenants, Conditions and Restrictions covering the Property (including without limitation Instrument Nos. 89-235583, 99-448329, 99-502892, 02- 263061, and 04-0452407 of Official Records of the Recorder of Riverside County) have been assessed against or charged to Seller during Seller’s ownership of the Property by any owner’s association or any other property owner.

13.14 Survival; Limitation Period. Anything to the contrary notwithstanding, the representations and warranties in this Section 13 and Seller’s representation in Section 20 hereof are the only representations and/or warranties of any kind made under this Agreement or otherwise in connection with the sale of the Property and such representations and warranties contained in this Section 13 shall be deemed to survive the Close of Escrow and the delivery of the Grant Deed for a period not to exceed two (2) years after the Closing Date (“ Limitation Period”) and no action, proceeding, suit or claim of any kind may be commenced or asserted by virtue of any of the representations or warranties contained in this Section 13 after the Limitation Period has expired. No claim for breach of a representation or warranty by Seller shall be actionable or payable by Seller if the breach in question results from or is based on a condition, state of facts or other matter which was actually known to Buyer prior to the Close of Escrow. If Buyer has actual knowledge of the incorrectness of any representation or warranty by Seller and fails to so notify 480
15 4858-3959-5864 v14
Seller prior to the Close of Escrow, then such representation or warranty shall be deemed to be stricken from this Agreement and shall be of no further force or effect.

13.15 Material Change. If, prior to the Closing Date, Seller becomes aware of any fact or circumstance that would (i) materially change a representation or warranty of Seller in this Agreement (“Material Representation Change”) or (ii) constitute a material adverse change in the Property or its future use or operation (“ Material Adverse Change ”), then Seller shall promptly, and in all events at least five (5) days prior to the Closing Date (and the Closing Date shall be extended if necessary to give Buyer five days to review such Material Adverse Change), give written notice of such Material Representation Change or Material Adverse Change to Buyer.

14. Seller’s Covenants. Seller agrees as follows:

14.1 Payment of All Obligations. Seller shall have discharged all mechanics’ and materialmens’ liens arising from labor and materials furnished prior to the Close of Escrow.

Seller will discharge all of Seller’s obligations and liabilities under the Property Documents arising prior to the Close of Escrow.

14.2 Seller Pre-Closing Maintenance and Contracts. Between Seller’s execution of this Agreement and the Closing Date, Seller shall (i) maintain the Property in good order, condition and repair, reasonable wear and tear, condemnation and casualty damage excepted; (ii) not make any material physical changes to the Improvements; (iii) continue to manage the Property in the manner in which it is being managed; and (iv) not enter into any contracts or agreements affecting the Property unless such contracts can be completed or terminated prior to the Closing or Buyer, in its sole discretion, agrees to assume such contract or agreement as of the Closing Date, in which case such contracts shall be included within the term "Service Contracts."

14.3 Tenant Leases. Except as provided in Section 14.4, Seller shall not materially modify, cancel, or amend any Tenant Lease, or enter into any new Tenant Lease between the Effective Date and the earlier of Close of Escrow or termination of this Agreement without Buyer’s prior written approval.

14.4 Allstate Lease. Landlord shall, as soon as reasonably feasible and no later than five (5) days prior to Closing, terminate the Tenant Lease by and between Seller and Nolasco Consolidated, Inc., a California corporation dba Allstate Insurance dated July 25, 2022 (the “Allstate Lease”) and provide notice to Buyer of the termination of the Allstate Lease. As of the Effective Date, Landlord shall withdraw any listing of and cease all efforts to market for lease the premises described in the Allstate Lease. Landlord reserves the right to seek any claims or demands against said Tenant that arose prior to the Closing Date.

14.5 Litigation. Seller shall immediately notify Buyer of any lawsuits, condemnation proceedings, rezoning, or other governmental order or action, or any threat thereof, known to Seller which might affect the Property or any interest of Buyer.

14.6 Seller’s Indemnity. Seller hereby indemnifies and holds Buyer harmless from any and all losses, damages, costs, liabilities and expenses, including, without limitation, reasonable attorneys’ fees (and those fees incurred upon any appeals) incurred or suffered by Buyer as a result of the breach by Seller of any of the representations and warranties contained in this 481
16 4858-3959-5864 v14
Agreement (subject to the Limitation Period set forth in Section 13.14), the failure by Seller to comply with any of the covenants contained in this Agreement or any other default by Seller under the terms of this Agreement. Section 16.2 only limits Buyer’s rights hereunder for Seller’s failure to close Escrow and this Section applies to all other breaches or defaults by Seller. Seller further agrees to defend, indemnify and hold Buyer harmless from and against liabilities arising (including reasonable attorney’s fees and cost in defending against claims) out of the ownership, operation or maintenance of the Property during Seller’s period of ownership.

15. Buyer’s Representations and Warranties; No Liability of Seller; Indemnity and Release and Waiver.

15.1 Buyer Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the Close of Escrow:
(a) Buyer has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and this Agreement has been duly authorized and executed by Buyer and, upon delivery to and execution by Seller, shall be a valid and binding Agreement of Buyer. (b) Buyer is not bankrupt or insolvent under any applicable federal or state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute and has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. Buyer is not entering into the transactions described in this Agreement intending to defraud any creditor or to prefer the rights of one creditor to any other. Buyer and Seller have negotiated this Agreement at arm’s-length and the consideration paid represents fair value for the assets to be transferred. (c) Buyer has or will inspect, review and become familiar with all matters that it believes pertinent to its ownership, operation and maintenance of the Property.

Buyer has or will make such independent investigations, inspections, analyses and research as Buyer has deemed necessary or appropriate (or, in the alternative, Buyer has elected at its risk not to make such investigations, inspections, analyses and research), concerning the condition, ownership, use and operation of the Property, including, but not limited to, investigations, inspections, analyses and research of: (A) present and future Laws, including, without limitation, zoning, subdivision, environmental and other such Laws; (B) the obligations of the owner of the Property under all documents disclosed in the Title Report; (C) the necessity and availability of any entitlements or development approvals and permits; (D) the necessity or existence of any and all development costs, dedications, fees, charges or assessments that may be imposed or required to be paid in connection with any Laws or the obtaining of any development approvals, permits or entitlements or otherwise in connection with the development of the Property, all of which shall be the responsibility of Buyer; (E) the economic value of the Property; (F) the seismic and structural integrity of the Improvements constructed or installed on the Property; (G) the size, dimensions, location and topography of the Property; (H) any surface, soil, subsoil, geologic or ground water conditions or other physical conditions of or affecting the Property, such as aircraft overflight, traffic, climate, drainage and air; (I) the extent or condition of title to the Property and the extent of existing liens and encumbrances against the Property; (J) the possibility of future fees and assessments or increases in existing fees and assessments by one or more governmental 482
17 4858-3959-5864 v14
authorities; (K) the presence, use, transportation or storage of Hazardous Material on, over, under or nearby the Property; (L) the presence on the Property of threatened and endangered species under the Endangered Species Act; (M) the availability, character, quality, composition and/or adequacy of access to the Property; (N) the location on or near the Property of any earthquake faults; and (O) the availability or quality of reclaimed water provided by any utility company or governmental authority. The term “Laws” means all federal, state and local laws, statutes, codes, ordinances, rules, regulations, restrictions and limitations as they may be amended from time to time (each, individually, a “Law”). The term “Laws” shall include Environmental Laws. (d) Each of the representations and warranties made by Buyer in this Agreement, shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement, are conditions precedent to the Close of Escrow. Buyer shall notify Seller immediately of any facts or circumstances that are contrary to the foregoing representations and warranties contained in this Section 15. (e) Buyer represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any breach of the terms of, conditions of, or constitute a default under, any instrument or obligation by which Buyer is bound, or violate any order, writ, injunction or decree of any court in any litigation to which Buyer is a party.
(f) Buyer represents and warrants that each person executing this Agreement is legally competent and is duly authorized so as to fully and legally bind Buyer.

15.2 No Liability of Seller; AS-IS Sale. Except for the representations and warranties of Seller expressly set forth in Section 13 and the covenants and agreements of Seller expressly set forth in this Agreement: (a) Buyer accepts the Property “AS-IS, WHERE-IS, WITH ALL FAULTS” in its existing state and condition at the Closing; (b) Buyer accepts the Property subject to any and all Laws which are now or may hereafter be imposed on or against the Property by any governmental authority; (c) Except as provided in Section 14, Seller is not obligated to do any processing, grading, restoration, repairs or other work of any kind or nature whatsoever on or with respect to the Property and, without limiting the generality of the foregoing, Seller is not responsible for any work on or Improvement of the Property necessary to cause the Property to meet any applicable Laws, to be suitable for any particular use, or to repair, retrofit or support any portion of the Improvements constructed on the Property due to the seismic or structural integrity (or any deficiencies therein) of such Improvements; (d) Buyer accepts the Property in the condition, and state of repair or lack of repair of the Improvements or any other portion of the Property; (e) Buyer accepts all of Tenant Leases and/or other restrictions, obligations, rights of way or conditions affecting the ownership, use, operation, development or operation of the Property; and (f) Buyer acknowledges that Seller has not warranted and does not hereby warrant that the Improvements will meet or comply with the requirements of any health, fire, building, zoning, or safety code, ordinance or regulation of the state of California, or City of Wildomar, or any other authority or jurisdiction and that Seller has not warranted and does not hereby warrant that the Property will meet or satisfy any particular use, purpose, development or operation. 483
18 4858-3959-5864 v14

15.3 Indemnity. Buyer hereby indemnifies and holds Seller harmless from any and all losses, damages, costs, liabilities and expenses, including, without limitation, reasonable attorneys’ fees (and those fees incurred upon any appeals) incurred or suffered by Seller as a result of the material breach by Buyer of any of the representations and warranties contained in this Agreement, the failure by Buyer to comply with any of the covenants contained in this Agreement or any other default by Buyer under the terms of this Agreement; provided however, no such default will be deemed to have occurred unless and until Seller has given Buyer written notice describing the nature of the default, and Buyer has failed to cure such default within five (5) days after the receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing). Section 16.1 hereof sets forth the damages which Seller is entitled to receive as a result of Buyer’s failure to close Escrow and this Section 15.3 applies only to other breaches by Buyer. Section 16.1 hereof only limits Seller’s rights hereunder for Buyer’s failure to close Escrow.

15.4 Survival of Buyer Representations, Warranties, Covenants and Indemnities.

All the representations, warranties, covenants, agreements and indemnities of Buyer and Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement, and shall be deemed to be repeated at and as of Closing and shall survive Closing.

16. Default.

16.1 Liquidated Damages; Limitation on Liability . IF CLOSE OF ESCROW

DOES NOT OCCUR DUE TO BUYER COMMITTING A DEFAULT UNDER THIS

AGREEMENT, THEN IN ANY SUCH EVENT, PROVIDED THAT SELLER IS NOT IN

DEFAULT OF ITS OBLIGATIONS FOR THE CLOSE OF ESCROW, THE ESCROW

HOLDER MAY BE INSTRUCTED BY SELLER, AND SELLER SHALL BE ENTITLED

TO SO INSTRUCT ESCROW HOLDER, TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER.

BUYER AND SELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW

EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER’S DAMAGE BY REASON OF BUYER’S DEFAULT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN THE

EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER “LIQUIDATED DAMAGES”

EQUAL TO THE AMOUNT REPRESENTED BY THE DEPOSIT, AND SELLER SHALL

BE ENTITLED TO RETAIN THE DEPOSIT, TOGETHER WITH ANY INTEREST ACCRUED THEREON AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW AND EQUITY.

16.2 Seller’s Default- Failure to Close. In the event the sale of the Property as contemplated hereunder is not consummated due to Seller’s default hereunder, including the failure of any condition set forth in Section 7.1, Buyer shall be entitled, as its sole remedy, either (i) to be reimbursed by Seller for expenses incurred in conducting its Due Diligence up to a maximum amount of $20,000 and to receive the return of the Deposit, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller’s obligation to convey the Property to Buyer in accordance with the terms of this Agreement, provided that Buyer files suit for specific performance as set forth in the 484
19 4858-3959-5864 v14
last sentence of this Section 16.2 on or before thirty (30) days following the date upon which Closing was to have occurred, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer expressly waives its rights to seek damages in the event the sale as contemplated hereunder is not consummated due to Seller’s default hereunder, however, no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice thereof, describing the nature of the default, and Seller has failed to cure such default within five days after receipt of such notice (and the Close of Escrow shall be extended, if necessary, to allow the Seller the full five day period).

16.3 Non-Liability of Seller Officials. None of the principals, members, officers, directors, agents, or employees of Seller shall be personally or individually liable under this Agreement and Buyer shall not look to any of the principals, members, officers, directors, agents, or employees of Seller personally or individually for the satisfaction of any claim under this Agreement.

16.4 Non-Liability of Buyer Officials. None of the elected officials, employees, agents, servants, contractors, or representatives of Buyer shall be personally or individually liable under this Agreement and Seller shall not look to any of the elected officials, employees, agents, servants, contractors, or representatives of Buyer personally or individually for the satisfaction of any claim under this Agreement.

17. Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding of which Seller has received written notice or which has commenced or occurred prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property or if as a result of such damage or proceeding, such that any Tenant Lease provides any Tenant the right to terminate its Tenant Lease (unless such Tenant has waived such right), then Buyer shall, at its option, elect in writing to Seller and Escrow Holder not later than two (2) days prior to the scheduled date for the Close of Escrow as determined pursuant to Section 4 hereof, either to: (a) terminate this Agreement, in which event all funds deposited by Buyer into and remaining in Escrow together with any interest accrued thereon shall be returned to Buyer and neither party shall have any further rights or obligations hereunder (except those obligations of this Agreement that by their terms survive termination); or (b) continue the Agreement in effect without adjustment to the Purchase Price and Seller shall have no obligation for any repair or restoration to the Property, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation, insurance proceeds, awards or other payments or relief resulting from such casualty or condemnation proceeding relating to the Property and Buyer shall be credited at the Close of Escrow with the amount of any deductible under the applicable insurance policies in the event of any such casualty.

18. Post-Closing Maintenance; Pre-Closing Repairs or Holdback.

18.1 Post-Closing Maintenance. In addition to the Property, Seller owns several parcels in the shopping center of which the Property is a part, including Assessor Parcel Numbers 380-240-050-4, 380-240-051-5, 380-240-038-4, 380-240-037-3, and 380-240-027-4, and will continue to own these parcels after Close of Escrow. Seller is currently a party to several services 485
20 4858-3959-5864 v14
contracts with independent contractors who provide maintenance or security services to both the Property and the additional parcels listed in this Section 18 above, including landscaping services, parking lot sweeping, sidewalk cleaning, security services, and pest control services. Because these contracts address the provision of services to both the Property and these other parcels that Seller will continue to own, it is impractical for Seller to partially assign these contracts to Buyer at Closing. Promptly following the Effective Date, the Parties shall negotiate and draft a comprehensive post-closing maintenance agreement (“Post Closing Maintenance Agreement”) to include, among other terms and provisions, the key terms set forth in the Post-Closing Maintenance Agreement Terms attached hereto as Exhibit I. The Parties agree to enter into the comprehensive Post-Closing Maintenance Agreement at Closing, to ensure that the Property continues to receive these maintenance and security services until such time as Buyer is able to enter into its own contracts for the provision of some or all of these services to the Property. For the avoidance of doubt, pursuant to the Post-Closing Maintenance Agreement or otherwise, Buyer shall not be responsible for paying any of Seller’s costs to maintain those other parcels that Seller owns (as listed above) accruing after the Close of Escrow.

18.2 Pre-Closing Repairs or Holdback Agreement. Seller shall complete the repairs and replacements described in Exhibit J (“Repair Work”) and obtain Buyer’s written approval of the Repair Work prior to the Close of Escrow, which approval shall not be unreasonably withheld. The Parties shall negotiate a credit for items 9 and 15 and execute an amendment to confirm the amount of the credits at least five (5) days prior to Close of Escrow. If Escrow Holder has not received confirmation from Buyer that all of the Repair Work has been completed by the Close of Escrow, the parties shall enter into an Escrow Holdback Agreement in the form attached as Exhibit K and Escrow Holder shall withhold from the Purchase Price the cost of the uncompleted Repair Work as stated on Exhibit J and Seller shall complete those uncompleted items of the Repair Work following the Close of Escrow but no later than December 31, 2023.

19. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall sent by certified mail, postage prepaid, return receipt requested or by a recognized overnight courier and shall be deemed received upon the date of delivery to the address of the person to receive such notice as evidenced by the return receipt or proof of delivery slip of such overnight courier. In addition, notice may be provided by electronic transmission (email), in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by certified mail, postage prepaid, return receipt requested, or sent by express delivery or overnight courier service. Any notice given by email shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a non-business day.

To Seller: CFT NV DEVELOPMENTS, LLC
Attention: David Luo
1120 N. Town Center Drive
Suite 150
Las Vegas, NV 89144
Email: [email protected]/ [email protected]
486
21 4858-3959-5864 v14
With a Copy To: CFT NV DEVELOPMENTS, LLC
Attention: CFT RE Legal
1120 N. Town Center Drive
Suite 150
Las Vegas, NV 89144
Email: [email protected]
To Buyer: City of Wildomar
Attention: City Manager
23873 Clinton Keith Road
Suite 201
Wildomar, CA 92595
Email: [email protected]
With a Copy To: City of Wildomar
Attention: City Attorney
23873 Clinton Keith Road
Suite 201
Wildomar, CA 92595
Email: [email protected]
Escrow Holder: Corner Escrow, Inc.
25220 Hancock Ave.

Suite 250
Murrieta, CA 92562
Attn: Jennifer Underwood
Email: [email protected]
Title Company: First American Title Company
3633 Inland Empire Blvd
Suite 130
Ontario, CA 91764
Attention: Tammy Kerr
Notice of change of address or email address shall be given by written notice in the manner detailed in this Section 19. Rejection or other refusal to accept or the inability to deliver because of changed address or email address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

20. Brokers. Buyer and Seller both agree that there are no brokers involved in this transaction. Each party represents that no person, corporation, or partnership acting as a real estate broker, finder or real estate agent has brought about this Agreement. Buyer hereby agrees to indemnify, save harmless, protect and defend Seller from and against any claims for brokers’ or finders’ fees for the consummation of this Agreement if such claims shall be based upon any statement or representation or agreement by Buyer. Seller hereby agrees to indemnify, save 487
22 4858-3959-5864 v14
harmless, protect and defend Buyer if such claims shall be based upon any statement, representation or agreement made by Seller. The provisions of this Section 20 shall survive the termination of this Agreement and Close of Escrow and delivery of the Grant Deed.

21. Buyer’s Lease. The Parties acknowledge and agree that the Lease by and between Buyer and Seller shall merge with Buyer’s fee interest acquired upon Close of Escrow, and that no termination fee or penalty shall be owed by Buyer to Seller. Buyer shall have no further obligations under the Lease except the obligation to pay any Rent (as defined in the Lease) that accrued prior to the Close of Escrow.

22. Legal Fees. Should any litigation be commenced between the parties hereto or their representatives concerning any provision of this Agreement or the rights and duties of any person or entity in relation thereto, the party prevailing in such litigation, whether by out-of-court settlement or final judgment, shall be entitled, in addition to such other relief as may be granted, to the actual sum as and for reasonable attorneys’ fees incurred in such litigation and any appeals in connection therewith. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit including, without limitation, actual attorneys’ fees reasonably incurred and costs and expenses incurred in connection with (a) enforcing, perfecting and executing such judgment; (b) post judgment motions; (c) contempt proceedings; (d) garnishment, levee, and debtor and third-party examinations; (e) discovery; and (f) bankruptcy litigation.

23. Assignment. Except as set forth in this Section 23, Buyer shall not assign, transfer or convey its rights and/or obligations under this Agreement and/or with respect to the Property without the prior written consent of Seller, which consent Seller may withhold in its sole and absolute discretion. Any attempted assignment without the prior written consent of Seller shall be void and Buyer shall be deemed in default hereunder. The foregoing notwithstanding, Buyer may, without Seller’s consent, assign its rights and/or obligations under this Agreement to an entity in which Buyer or its principal has a majority ownership interest (“Permitted Assignee”), provided that Buyer is not in default hereunder and the assignee assumes all of the obligations and liabilities hereunder of Buyer in writing before the assignment becomes effective. Upon such assignment, the Permitted Assignee shall be deemed to be the Buyer hereunder. Anything to the contrary notwithstanding, any permitted assignment(s) shall not relieve the assigning party from its liability under this Agreement nor shall consent to one assignment be construed to be consent to any further assignment.

24. Miscellaneous.

24.1 Required Actions of Buyer and Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake all actions pursuant to the provisions hereof in order to consummate the purchase and sale herein contemplated and shall use their commercially reasonable efforts to accomplish the Close of Escrow in accordance with the provisions hereof; provided, however, Seller and Buyer shall not be required to execute or deliver any document or instrument that materially increases any of either party’s obligations or materially decreases either party’s rights under the terms and provisions of this Agreement. 488
23 4858-3959-5864 v14

24.2 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof.

24.3 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. All executed counterparts shall constitute one agreement and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Agreement had been delivered. Seller and Buyer (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Agreement based on the foregoing forms of signatures.

24.4 Captions. Any captions to, or headings of, the sections, subsections, paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

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

24.6 Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference.

24.7 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.

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

24.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its choice of laws rules, and venue shall be in Riverside County.

24.10 Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement.

24.11 Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby.
489
24 4858-3959-5864 v14

24.12 Partial Invalidity. If any portion of this Agreement as applied to either party or to any circumstances shall be adjudged by a court to be void or unenforceable, such portion shall be deemed severed from this Agreement and shall in no way effect the validity or enforceability of the remaining portions of this Agreement.

24.13 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.

24.14 Preparation of Agreement. Buyer and Seller acknowledge that the provisions and language of this Agreement have been negotiated, and agree that no provision of this Agreement shall be construed against either party by reason of such party having drafted such provision or this Agreement.

24.15 Execution of Agreement. This Agreement is transmitted for examination only and does not constitute an offer, and the Agreement shall not become effective until a fully executed original hereof shall be delivered to Buyer and Seller.

24.16 No Recording. Buyer shall not submit this Agreement or any memorandum or “short-form” hereof for recording in any place or office of public record or otherwise seek to have same recorded, and any action in violation of this provision shall be deemed to be a default hereunder and shall permit Seller to terminate this Agreement by notice delivered to Buyer.

24.17 No Equitable Ownership. Prior to the conveyance of title to the Property to Buyer, Buyer shall not acquire, assume or otherwise obtain any equitable ownership claim or interest in the Property in any manner whatsoever.

24.18 Next Succeeding Business Day. In the event the date on which Buyer or Seller is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.

24.19 Tax Deferred Exchange. If requested by a party, Seller and Buyer shall cooperate in structuring this transaction to accommodate a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “ Code”). This cooperation shall include execution of all documents reasonably required to accomplish the exchange, including participation with an exchange intermediary. No exchange cooperation is required if it will delay the close of this transaction or will impose any material additional expense on a cooperating party. [Signatures are on the following page]
490
25 4858-3959-5864 v14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first-above written.
“SELLER”

CFT NV DEVELOPMENTS, LLC,
a Nevada limited liability company
By: ___________________________
Name: David Luo
Its: Manager
Approved as to form: _____________
“BUYER”

CITY OF WILDOMAR,
a California municipal corporation
By: ___________________________
Dan York, City Manager
APPROVED AS TO FORM:
_______________________________
Thomas D. Jex, City Attorney
Acceptance by Escrow Holder:

Corner Escrow, Inc. hereby acknowledges that it has received a fully-executed counterpart of the foregoing Agreement of Purchase and Sale and Joint Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder.

Corner Escrow, Inc.

By:_________________________
Print Name: _________________
Its: _________________________
491
4858-3959-5864 v14 Exhibit A
IRV #4858-3959-5864 v2

EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of Wildomar, County of Riverside, State of California, described as follows:

PARCEL A:

IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF PARCELS 12, 13 AND 14 OF LOT LINE ADJUSTMENT NO. 4131, AS SHOWN IN DOCUMENT RECORDED AUGUST 27, 1999 AS INSTRUMENT NO. 1999-385985, TOGETHER WITH A PORTION OF PARCEL A OF LOT LINE ADJUSTMENT NO. 4877, AS SHOWN IN DOCUMENT RECORDED JUNE 27, 2006 AS INSTRUMENT NO. 2006-0462441, OF OFFICIAL RECORDS, BOTH IN THE OFFICE

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

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL A; THENCE ALONG THE EAST LINE OF SAID PARCEL A AND SAID PARCEL 14 SOUTH 01º 16’ 18” EAST, 437.85 FEET; THENCE LEAVING SAID EAST LINE SOUTH 51º 33’ 48” WEST, 52.73

FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 92.50 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37º 09’ 53” AN ARC LENGTH OF 60.00 FEET; THENCE SOUTH 88º 43’ 41” WEST, 148.10 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL A; THENCE ALONG THE EASTERLY LINE AND ITS NORTHERLY PROLONGATION NORTH 01º 16’ 18” WEST, 160.73 FEET; THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 88º 43’ 41” EAST, 129.10 FEET; THENCE NORTH 01º 16’ 18” WEST, 327.76 FEET TO THE NORTH LINE OF SAID PARCEL A; THENCE ALONG SAID NORTH LINE NORTH 88º 43’ 42” EAST, 116.90 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL B ON THE CERTAIN NOTICE OF LOT LINE ADJUSTMENT NO. 5140 RECORDED MARCH 28, 2007 AS INSTRUMENT NO. 2007- 0210921 OF OFFICIAL RECORDS.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS 9 THROUGH 12, AND LOTS “A” AND “Q” (OAK SPRINGS ROAD) OF “AMENDED” PARCEL MAP 22776, AS SHOWN ON MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCELS “B”, “G”, AND “J” OF LOT LINE ADJUSTMENT NO. 3959 BY DOCUMENT RECORDED AUGUST 12, 1998 AS FILE NO. 337999, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID 492
Exhibit A
4858-3959-5864 v14
“AMENDED” PARCEL MAP 22776, A DISTANCE OF 1247.51 FEET; THENCE SOUTH 73º 10’ 49” WEST, A DISTANCE OF 41.00 FEET FOR THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 73º 10’ 49” WEST A DISTANCE OF 70.12 FEET; THENCE SOUTH 88º 43’ 42” WEST A DISTANCE OF 323.86 FEET TO THE BEGINNING

OF A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF

20.00 FEET; THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF

20.80 FEET; THENCE NORTH 31º 40’ 21” WEST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 170.00 FEET; THENCE NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 90.20 FEET; THENCE NORTH 01º 16’ 18” WEST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 214.77 FEET;

THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF 93.46 FEET; THENCE NORTH 26º 12’ 18” WEST TANGENT TO SAID CURVE A DISTANCE OF 18.88

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 186.00 FEET; THENCE NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 148.37 FEET; THENCE NORTH 19º 29’ 56” EAST TANGENT TO SAID CURVE A DISTANCE OF 96.61 FEET; THENCE NORTH 26º 41’ 15” EAST A DISTANCE OF 55.11 FEET; THENCE NORTH 26º 19’ 34” EAST A DISTANCE OF 157.62

FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1046.23 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 67º 29’ 32” WEST; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 06º 47’ 57” AN ARC DISTANCE OF 128.90 FEET; THENCE NORTH 29º 18’ 24” WEST TANGENT TO SAID CURVE, A DISTANCE OF 46.69 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 40.00 FEET; THENCE

NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 46º 14’ 42” AN ARC DISTANCE OF 32.29 FEET TO

A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CLINTON KEITH ROAD,

55.00 FEET HALF WIDTH AS SHOWN ON SAID “AMENDED” PARCEL MAP 22776,

SAID POINT BEING A POINT OF CUSP WITH A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1745.00 FEET THE RADIAL LINE FROM SAID POINT BEARS SOUTH 27º 57’ 03” EAST, A RADIAL LINE FROM SAID POINT HAVING A RADIUS OF 40.00 FEET BEARS SOUTH 73º 03’ 43” EAST; THENCE

SOUTHWESTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE AND ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 03º 27’ 09” AN ARC DISTANCE OF 105.15 FEET TO A POINT OF CUSP, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 31º 24’ 12” EAST; THENCE SOUTH 76º 31’ 48” EAST, A DISTANCE OF 33.84 FEET; THENCE SOUTH 29º 18’ 24” EAST, A DISTANCE OF 51.94

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1018.23 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 05º 07’ 57” AN ARC 493
Exhibit A
4858-3959-5864 v14
DISTANCE OF 91.21 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 75.00 FEET, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 65º 49’ 33” WEST; THENCE SOUTHEASTERLY, SOUTHERLY

AND SOUTHWESTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 50º 30’ 01” AN ARC DISTANCE OF 66.10 FEET; THENCE SOUTH 26º 19’ 34” WEST TANGENT TO SAID CURVE A DISTANCE OF 67.82 FEET; THENCE SOUTH 26º 41’ 15” WEST, A DISTANCE OF 57.31 FEET; THENCE SOUTH 19º 29’ 56” WEST A DISTANCE OF 99.12 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 226.00 FEET; THENCE SOUTHERLY

AND SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 180.28 FEET; THENCE SOUTH 26º 12’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 18.88 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST HAVING A RADIUS OF 174.77 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF

76.05 FEET; THENCE SOUTH 01º 16’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 210.00 FEET; THENCE SOUTHERLY AND

SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 111.42 FEET; THENCE SOUTH 31º 40’ 21” EAST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE

BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 60.00 FEET; THENCE SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF 62.41 FEET; THENCE NORTH 88º 43’ 42” EAST TANGENT TO SAID CURVE A DISTANCE OF 329.32 FEET; THENCE NORTH 70º 09’ 32” EAST, A DISTANCE OF 95.32 FEET TO A POINT OF CUSP ON A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET THE RADIAL LINE FROM SAID POINT BEARS NORTH 14º 38’ 01” EAST; THENCE WESTERLY, NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 58º 32’ 48” AN ARC DISTANCE OF 41.90 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE FROM SAID POINT BEARS NORTH 73º 10’ 49” EAST.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

PARCEL C:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT “A” (OAK SPRINGS ROAD) OF “AMENDED PARCEL MAP 22776”, AS SHOWN BY MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTION BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID “AMENDED” PARCEL MAP 22776, A DISTANCE OF 23.51 FEET FOR THE TRUE POINT 494
Exhibit A
4858-3959-5864 v14
OF BEGINNING; THENCE SOUTH 80º 54’ 45” WEST, A DISTANCE OF 34.96 FEET; THENCE SOUTH 06º 00’ 34” EAST, A DISTANCE OF 116.66 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANCE 25.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG SAID PARALLEL LINE A DISTANCE OF 1019.25 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 108.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 13º 38’ 40” AN ARC DISTANCE OF

25.72 FEET; THENCE SOUTH 12º 22’ 22” WEST TANGENT TO SAID CURVE, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET; THENCE SOUTHERLY,

SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 103º 38’ 40” AN ARC DISTANCE OF 74.17 FEET TO SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE NORTH 01º 16’ 18” WEST ALONG SAID EAST LINE, A DISTANCE OF 1265.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

APN: 380-240-048-3
495
4858-3959-5864 v14 Exhibit B
147926\1066533
IRV #4858-3959-5864 v2

EXHIBIT B

FORM OF GRANT DEED

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:

City of Wildomar
Attention: City Clerk
23873 Clinton Keith Road
Suite 201
Wildomar, CA 92595

EXEMPT FROM REOCRDING FEES
PER GOVERNMENT CODE §27383

THE UNDERSIGNED GRANTOR(S) DECLARE(S):

This transaction is exempt from documentary transfer tax pursuant to Revenue & Taxation Code Section §11922.

City of Wildomar, an exempt agency, is acquiring title.

Exempt from the Building Homes and Jobs Act Fee per
Government Code §27388.1(A)(2)(D). This document
is being recorded by a municipality.

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is acknowledged, CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company, GRANTS to CITY OF WILDOMAR, a California municipal corporation, the following described real property located in the City of Wildomar, County of Riverside, State of California, as described on Attachment 1 attached hereto.

GRANTOR
CFT NV Developments, LLC,
a Nevada limited liability company
By: _______________________
Its: ________________________
496
4858-3959-5864 v14 Acknowledgment
IRV #4858-3959-5864 v2

ACKNOWLEDGMENT
State of California
County of ___________________
On ____ _____ before me, _________________ Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to me 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.
______________________________
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.
497
Attachment 1 to Exhibit B
4858-3959-5864 v14
ATTACHMENT 1 to GRANT DEED
Legal Description
Real property in the City of Wildomar, County of Riverside, State of California, described as follows:

PARCEL A:

IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF PARCELS 12, 13 AND 14 OF LOT LINE ADJUSTMENT NO. 4131, AS SHOWN IN DOCUMENT RECORDED AUGUST 27, 1999 AS INSTRUMENT NO. 1999-385985, TOGETHER WITH A PORTION OF PARCEL A OF LOT LINE ADJUSTMENT NO. 4877, AS SHOWN IN DOCUMENT RECORDED JUNE 27, 2006 AS INSTRUMENT NO. 2006-0462441, OF OFFICIAL RECORDS, BOTH IN THE OFFICE

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

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL A; THENCE ALONG THE EAST LINE OF SAID PARCEL A AND SAID PARCEL 14 SOUTH 01º 16’ 18” EAST, 437.85 FEET; THENCE LEAVING SAID EAST LINE SOUTH 51º 33’ 48” WEST, 52.73

FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 92.50 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37º 09’ 53” AN ARC LENGTH OF 60.00 FEET; THENCE SOUTH 88º 43’ 41” WEST, 148.10 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL A; THENCE ALONG THE EASTERLY LINE AND ITS NORTHERLY PROLONGATION NORTH 01º 16’ 18” WEST, 160.73 FEET; THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 88º 43’ 41” EAST, 129.10 FEET; THENCE NORTH 01º 16’ 18” WEST, 327.76 FEET TO THE NORTH LINE OF SAID PARCEL A; THENCE ALONG SAID NORTH LINE NORTH 88º 43’ 42” EAST, 116.90 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL B ON THE CERTAIN NOTICE OF LOT LINE ADJUSTMENT NO. 5140 RECORDED MARCH 28, 2007 AS INSTRUMENT NO. 2007- 0210921 OF OFFICIAL RECORDS.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS 9 THROUGH 12, AND LOTS “A” AND “Q” (OAK SPRINGS ROAD) OF “AMENDED” PARCEL MAP 22776, AS SHOWN ON MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCELS “B”, “G”, AND “J” OF LOT LINE ADJUSTMENT NO. 3959 BY DOCUMENT RECORDED AUGUST 12, 1998 AS FILE NO. 337999, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID 498
Attachment 1 to Exhibit B
4858-3959-5864 v14
“AMENDED” PARCEL MAP 22776, A DISTANCE OF 1247.51 FEET; THENCE SOUTH 73º 10’ 49” WEST, A DISTANCE OF 41.00 FEET FOR THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 73º 10’ 49” WEST A DISTANCE OF 70.12 FEET; THENCE SOUTH 88º 43’ 42” WEST A DISTANCE OF 323.86 FEET TO THE BEGINNING

OF A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF

20.00 FEET; THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF

20.80 FEET; THENCE NORTH 31º 40’ 21” WEST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 170.00 FEET; THENCE NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 90.20 FEET; THENCE NORTH 01º 16’ 18” WEST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 214.77 FEET;

THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF 93.46 FEET; THENCE NORTH 26º 12’ 18” WEST TANGENT TO SAID CURVE A DISTANCE OF 18.88

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 186.00 FEET; THENCE NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 148.37 FEET; THENCE NORTH 19º 29’ 56” EAST TANGENT TO SAID CURVE A DISTANCE OF 96.61 FEET; THENCE NORTH 26º 41’ 15” EAST A DISTANCE OF 55.11 FEET; THENCE NORTH 26º 19’ 34” EAST A DISTANCE OF 157.62

FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1046.23 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 67º 29’ 32” WEST; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 06º 47’ 57” AN ARC DISTANCE OF 128.90 FEET; THENCE NORTH 29º 18’ 24” WEST TANGENT TO SAID CURVE, A DISTANCE OF 46.69 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 40.00 FEET; THENCE

NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 46º 14’ 42” AN ARC DISTANCE OF 32.29 FEET TO

A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CLINTON KEITH ROAD,

55.00 FEET HALF WIDTH AS SHOWN ON SAID “AMENDED” PARCEL MAP 22776,

SAID POINT BEING A POINT OF CUSP WITH A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1745.00 FEET THE RADIAL LINE FROM SAID POINT BEARS SOUTH 27º 57’ 03” EAST, A RADIAL LINE FROM SAID POINT HAVING A RADIUS OF 40.00 FEET BEARS SOUTH 73º 03’ 43” EAST; THENCE

SOUTHWESTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE AND ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 03º 27’ 09” AN ARC DISTANCE OF 105.15 FEET TO A POINT OF CUSP, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 31º 24’ 12” EAST; THENCE SOUTH 76º 31’ 48” EAST, A DISTANCE OF 33.84 FEET; THENCE SOUTH 29º 18’ 24” EAST, A DISTANCE OF 51.94

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1018.23 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 05º 07’ 57” AN ARC 499
Attachment 1 to Exhibit B
4858-3959-5864 v14
DISTANCE OF 91.21 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 75.00 FEET, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 65º 49’ 33” WEST; THENCE SOUTHEASTERLY, SOUTHERLY

AND SOUTHWESTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 50º 30’ 01” AN ARC DISTANCE OF 66.10 FEET; THENCE SOUTH 26º 19’ 34” WEST TANGENT TO SAID CURVE A DISTANCE OF 67.82 FEET; THENCE SOUTH 26º 41’ 15” WEST, A DISTANCE OF 57.31 FEET; THENCE SOUTH 19º 29’ 56” WEST A DISTANCE OF 99.12 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 226.00 FEET; THENCE SOUTHERLY

AND SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 180.28 FEET; THENCE SOUTH 26º 12’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 18.88 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST HAVING A RADIUS OF 174.77 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF

76.05 FEET; THENCE SOUTH 01º 16’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 210.00 FEET; THENCE SOUTHERLY AND

SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 111.42 FEET; THENCE SOUTH 31º 40’ 21” EAST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE

BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 60.00 FEET; THENCE SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF 62.41 FEET; THENCE NORTH 88º 43’ 42” EAST TANGENT TO SAID CURVE A DISTANCE OF 329.32 FEET; THENCE NORTH 70º 09’ 32” EAST, A DISTANCE OF 95.32 FEET TO A POINT OF CUSP ON A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET THE RADIAL LINE FROM SAID POINT BEARS NORTH 14º 38’ 01” EAST; THENCE WESTERLY, NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 58º 32’ 48” AN ARC DISTANCE OF 41.90 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE FROM SAID POINT BEARS NORTH 73º 10’ 49” EAST.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

PARCEL C:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT “A” (OAK SPRINGS ROAD) OF “AMENDED PARCEL MAP 22776”, AS SHOWN BY MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTION BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID “AMENDED” PARCEL MAP 22776, A DISTANCE OF 23.51 FEET FOR THE TRUE POINT 500
Attachment 1 to Exhibit B
4858-3959-5864 v14
OF BEGINNING; THENCE SOUTH 80º 54’ 45” WEST, A DISTANCE OF 34.96 FEET; THENCE SOUTH 06º 00’ 34” EAST, A DISTANCE OF 116.66 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANCE 25.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG SAID PARALLEL LINE A DISTANCE OF 1019.25 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 108.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 13º 38’ 40” AN ARC DISTANCE OF

25.72 FEET; THENCE SOUTH 12º 22’ 22” WEST TANGENT TO SAID CURVE, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET; THENCE SOUTHERLY,

SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 103º 38’ 40” AN ARC DISTANCE OF 74.17 FEET TO SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE NORTH 01º 16’ 18” WEST ALONG SAID EAST LINE, A DISTANCE OF 1265.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

APN: 380-240-048-3
501
Certificate of Acceptance
4858-3959-5864 v14

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated _______________ from CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company to CITY OF WILDOMAR, a California municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of City Council pursuant to authority conferred by resolution of the City Council adopted on _______ and the grantee consents to recordation thereof by its duly authorized officer.

Dated ____________________
By________________________
Dan York, City Manager
502
4858-3959-5864 v14 Exhibit C
IRV #4858-3959-5864 v2

EXHIBIT C

TENANT LEASES
Leases with the following Tenants:

1. Nolasco Consolidated, Inc. dba Allstate Insurance

2. City of Wildomar

3. Core Tree Care, Inc.

4. Edward D. Jones & Co. L.P.

5. Guild Mortgage Company LLC
503
4858-3959-5864 v14 Exhibit D
147926\1066533
IRV #4858-3959-5864 v2

EXHIBIT D

FORM OF TENANT ESTOPPEL CERTIFICATE
[Date]
City of Wildomar
Attention: City Manager
23873 Clinton Keith Rd
Suite 201
Wildomar, CA 92595
RE: 23873 Clinton Keith Road, Wildomar, CA (the “Property”) Ladies and Gentlemen:

The undersigned (“Tenant”) has been advised you may purchase the above Property, and we hereby represent, warrant and certify to you that:

1. The undersigned is the Tenant of CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (“Landlord”), in the above Property, and is currently in possession and paying rent on premises known as 23873 Clinton Keith Road, Suite __, Wildomar, CA, and containing approximately [number of square feet] square feet (the “Premises”), under the terms of that certain lease dated [date of lease] (as the same may have been amended, the “Lease”). There are no amendments or modifications to the Lease except as follows: [ identification of lease amendments]. Except as set forth in this paragraph 1, there are no other written or oral agreements between Tenant and Landlord. Tenant neither expects nor has been promised any inducement, concession or consideration for entering into the Lease, except as stated therein, and there are no side agreements or understandings between Landlord and Tenant.

2. As of the date of this Certificate, the Lease is in full force, has not been terminated, and is enforceable in accordance with its terms, subject only to any offsets, counterclaims, or defenses set forth in Section 8 hereof.

3. Tenant has accepted and is currently occupying the Premises.

4. The term of the Lease commenced on [ date of commencement ], and expires on [date of termination]. Tenant has [ specify of remaining options ] remaining options to extend of [text number of years] ([number of years]) years each.

5. Tenant has given [ no security deposit/a security deposit of $[dollar amount of deposit]].

6. No payments by Tenant under the Lease have been made for more than one (1) month in advance, and minimum rents and other charges under the Lease are current.

7. All obligations of the Landlord under the Lease, including but not limited to those of an inducement nature and those concerning the construction of the Tenant's premises and 504
4858-3959-5864 v14 Exhibit D
147926\1066533
IRV #4858-3959-5864 v2
development of the Property have been performed by Landlord, except as follows: [ specification of exceptions].

8. No default exists on the part of either Landlord or Tenant under the Lease, and no circumstances exist, which, with notice or the passage of time, or both, would constitute a default on the part of either Landlord or Tenant under the Lease, except as follows: [ specification of exceptions].

9. The undersigned has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Lease or the Premises except as follows:
[specification of exceptions]

10. A true and correct copy of the Lease and all amendments thereto is attached hereto as Exhibit 1.

The undersigned makes this statement for your benefit and protection with the understanding that you intend to rely upon this statement in connection with your intended purchase of the above described Property from Landlord. The undersigned agrees that it will, upon receipt of written notice from Landlord, commence to pay all rents to you or to any agent acting on your behalf.

Very truly yours,
__________________________
[Name of tenant]
[Address of tenant]
By:
___________________________
[Name of authorized
representative]
[Title of authorized representative]
505
4858-3959-5864 v14
Exhibit E-1
IRV #4858-3959-5864 v2

EXHIBIT E

FORM OF ASSIGNMENT AND BILL OF SALE

ASSIGNMENT AND BILL OF SALE
This Assignment and Bill of Sale is made this ___________ day of 2023. Reference is made to that certain property located in the County of Riverside, State of California and described in more detail on Attachment 1 attached hereto and made a part hereof and the improvements located thereon and the rights, privileges and entitlements incident thereto (the “Property”).

For good and valuable consideration, receipt of which is acknowledged, the undersigned, _______________ (“ Seller”), sells, transfers, assigns, conveys and delivers to CITY OF WILDOMAR, a California municipal corporation (“Buyer”), all of Seller’s right, title and interest in all assets, materials used or held in connection with the ownership, use, management, development or enjoyment of the Property, including, without limitation: (i) all items of personal property used in connection with the Property and/or Improvements; (ii) all entitlements, permits, subdivision agreements and other agreements relating to the development of Property; (iii) all plans, specifications, maps, drawings and other renderings relating to the Property; (iv) all warranties relating to and benefiting the Property or the assets transferred hereby; (v) all intangible rights, goodwill and similar rights benefiting the Property; (v) all development rights benefiting the Property; and (vi) all rights under any covenants, conditions and restrictions affecting the Property.

This Assignment and Bill of Sale specifically excludes any and all refunds, remittances or claims due or owing to Seller from any contractors or any other third parties pertaining to the development of the Property, and stemming from circumstances, events or obligations arising prior to the date hereof.

SELLER:

CFT NV DEVELOPMENTS, LLC,
a Nevada limited liability company
By: ___________________________
Name: _________________________
Its: ___________________________
Approved as to form: _____________
506
4858-3959-5864 v14 Attachment 1 to Exhibit E
147926\1066533
IRV #4858-3959-5864 v2
ATTACHMENT 1 TO ASSIGNMENT AND BILL OF SALE

LEGAL DESCRIPTION
Real property in the City of Wildomar, County of Riverside, State of California, described as follows:

PARCEL A:

IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF PARCELS 12, 13 AND 14 OF LOT LINE ADJUSTMENT NO. 4131, AS SHOWN IN DOCUMENT RECORDED AUGUST 27, 1999 AS INSTRUMENT NO. 1999-385985, TOGETHER WITH A PORTION OF PARCEL A OF LOT LINE ADJUSTMENT NO. 4877, AS SHOWN IN DOCUMENT RECORDED JUNE 27, 2006 AS INSTRUMENT NO. 2006-0462441, OF OFFICIAL RECORDS, BOTH IN THE OFFICE

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

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL A; THENCE ALONG THE EAST LINE OF SAID PARCEL A AND SAID PARCEL 14 SOUTH 01º 16’ 18” EAST, 437.85 FEET; THENCE LEAVING SAID EAST LINE SOUTH 51º 33’ 48” WEST, 52.73

FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 92.50 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37º 09’ 53” AN ARC LENGTH OF 60.00 FEET; THENCE SOUTH 88º 43’ 41” WEST, 148.10 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL A; THENCE ALONG THE EASTERLY LINE AND ITS NORTHERLY PROLONGATION NORTH 01º 16’ 18” WEST, 160.73 FEET; THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 88º 43’ 41” EAST, 129.10 FEET; THENCE NORTH 01º 16’ 18” WEST, 327.76 FEET TO THE NORTH LINE OF SAID PARCEL A; THENCE ALONG SAID NORTH LINE NORTH 88º 43’ 42” EAST, 116.90 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL B ON THE CERTAIN NOTICE OF LOT LINE ADJUSTMENT NO. 5140 RECORDED MARCH 28, 2007 AS INSTRUMENT NO. 2007- 0210921 OF OFFICIAL RECORDS.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS 9 THROUGH 12, AND LOTS “A” AND “Q” (OAK SPRINGS ROAD) OF “AMENDED” PARCEL MAP 22776, AS SHOWN ON MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCELS “B”, “G”, AND “J” OF LOT LINE ADJUSTMENT NO. 3959 BY DOCUMENT RECORDED AUGUST 12, 1998 AS FILE NO. 337999, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID 507
4858-3959-5864 v14 Attachment 1 to Exhibit E
147926\1066533
IRV #4858-3959-5864 v2
“AMENDED” PARCEL MAP 22776, A DISTANCE OF 1247.51 FEET; THENCE SOUTH 73º 10’ 49” WEST, A DISTANCE OF 41.00 FEET FOR THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 73º 10’ 49” WEST A DISTANCE OF 70.12 FEET; THENCE SOUTH 88º 43’ 42” WEST A DISTANCE OF 323.86 FEET TO THE BEGINNING

OF A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF

20.00 FEET; THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF

20.80 FEET; THENCE NORTH 31º 40’ 21” WEST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 170.00 FEET; THENCE NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 90.20 FEET; THENCE NORTH 01º 16’ 18” WEST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 214.77 FEET;

THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF 93.46 FEET; THENCE NORTH 26º 12’ 18” WEST TANGENT TO SAID CURVE A DISTANCE OF 18.88

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 186.00 FEET; THENCE NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 148.37 FEET; THENCE NORTH 19º 29’ 56” EAST TANGENT TO SAID CURVE A DISTANCE OF 96.61 FEET; THENCE NORTH 26º 41’ 15” EAST A DISTANCE OF 55.11 FEET; THENCE NORTH 26º 19’ 34” EAST A DISTANCE OF 157.62

FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1046.23 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 67º 29’ 32” WEST; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 06º 47’ 57” AN ARC DISTANCE OF 128.90 FEET; THENCE NORTH 29º 18’ 24” WEST TANGENT TO SAID CURVE, A DISTANCE OF 46.69 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 40.00 FEET; THENCE

NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 46º 14’ 42” AN ARC DISTANCE OF 32.29 FEET TO

A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CLINTON KEITH ROAD,

55.00 FEET HALF WIDTH AS SHOWN ON SAID “AMENDED” PARCEL MAP 22776,

SAID POINT BEING A POINT OF CUSP WITH A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1745.00 FEET THE RADIAL LINE FROM SAID POINT BEARS SOUTH 27º 57’ 03” EAST, A RADIAL LINE FROM SAID POINT HAVING A RADIUS OF 40.00 FEET BEARS SOUTH 73º 03’ 43” EAST; THENCE

SOUTHWESTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE AND ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 03º 27’ 09” AN ARC DISTANCE OF 105.15 FEET TO A POINT OF CUSP, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 31º 24’ 12” EAST; THENCE SOUTH 76º 31’ 48” EAST, A DISTANCE OF 33.84 FEET; THENCE SOUTH 29º 18’ 24” EAST, A DISTANCE OF 51.94

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1018.23 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 05º 07’ 57” AN ARC 508
4858-3959-5864 v14 Attachment 1 to Exhibit E
147926\1066533
IRV #4858-3959-5864 v2
DISTANCE OF 91.21 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 75.00 FEET, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 65º 49’ 33” WEST; THENCE SOUTHEASTERLY, SOUTHERLY

AND SOUTHWESTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 50º 30’ 01” AN ARC DISTANCE OF 66.10 FEET; THENCE SOUTH 26º 19’ 34” WEST TANGENT TO SAID CURVE A DISTANCE OF 67.82 FEET; THENCE SOUTH 26º 41’ 15” WEST, A DISTANCE OF 57.31 FEET; THENCE SOUTH 19º 29’ 56” WEST A DISTANCE OF 99.12 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 226.00 FEET; THENCE SOUTHERLY

AND SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 180.28 FEET; THENCE SOUTH 26º 12’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 18.88 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST HAVING A RADIUS OF 174.77 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF

76.05 FEET; THENCE SOUTH 01º 16’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 210.00 FEET; THENCE SOUTHERLY AND

SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 111.42 FEET; THENCE SOUTH 31º 40’ 21” EAST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE

BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 60.00 FEET; THENCE SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF 62.41 FEET; THENCE NORTH 88º 43’ 42” EAST TANGENT TO SAID CURVE A DISTANCE OF 329.32 FEET; THENCE NORTH 70º 09’ 32” EAST, A DISTANCE OF 95.32 FEET TO A POINT OF CUSP ON A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET THE RADIAL LINE FROM SAID POINT BEARS NORTH 14º 38’ 01” EAST; THENCE WESTERLY, NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 58º 32’ 48” AN ARC DISTANCE OF 41.90 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE FROM SAID POINT BEARS NORTH 73º 10’ 49” EAST.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

PARCEL C:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT “A” (OAK SPRINGS ROAD) OF “AMENDED PARCEL MAP 22776”, AS SHOWN BY MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTION BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID “AMENDED” PARCEL MAP 22776, A DISTANCE OF 23.51 FEET FOR THE TRUE POINT 509
4858-3959-5864 v14 Attachment 1 to Exhibit E
147926\1066533
IRV #4858-3959-5864 v2
OF BEGINNING; THENCE SOUTH 80º 54’ 45” WEST, A DISTANCE OF 34.96 FEET; THENCE SOUTH 06º 00’ 34” EAST, A DISTANCE OF 116.66 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANCE 25.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG SAID PARALLEL LINE A DISTANCE OF 1019.25 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 108.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 13º 38’ 40” AN ARC DISTANCE OF

25.72 FEET; THENCE SOUTH 12º 22’ 22” WEST TANGENT TO SAID CURVE, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET; THENCE SOUTHERLY,

SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 103º 38’ 40” AN ARC DISTANCE OF 74.17 FEET TO SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE NORTH 01º 16’ 18” WEST ALONG SAID EAST LINE, A DISTANCE OF 1265.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

APN: 380-240-048-3
510
4858-3959-5864 v14 Exhibit F
IRV #4858-3959-5864 v2

EXHIBIT F

FORM OF CERTIFICATE OF NONFOREIGN STATUS
To inform City of Wildomar, a California municipal corporation (“ Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1954, as amended (“Code”) will not be required by CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (the “ Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor’s U.S. employer or tax (social security) identification number is:
_______________.

The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

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

TRANSFEROR

CFT NV DEVELOPMENTS, LLC,
a Nevada limited liability company
By: ___________________________
Name: _________________________
Its: ___________________________
Approved as to form: ____________
511
4858-3959-5864 v14 Exhibit G-1

EXHIBIT G

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”), made as of __________________, 202__ (“Effective Date”), by and between CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (“ Seller”), and CITY OF WILDOMAR, a California municipal corporation (“Buyer”).

WITNESSETH:

WHEREAS, contemporaneously with the execution and delivery hereof, Seller has conveyed to Buyer all that tract or parcel of land more particularly described in Attachment 1 attached hereto and incorporated herein by reference (referred to as the “Real Property”); WHEREAS, the purchase and sale of the Real Property is being made pursuant to the terms of that certain Agreement of Purchase and Sale and Joint Escrow Instructions (“ Purchase Agreement”) dated as of _________________, 2023, by and between Seller and Buyer; WHEREAS, in connection with such conveyance of the Real Property, Seller and Buyer have agreed that Seller shall transfer and assign to Buyer all right, title and interest of Seller in and to all leases demising spaces to tenants on the Real Property, which leases are listed on Attachment 2 attached hereto and incorporated herein by reference (collectively, the “Leases”); and WHEREAS, Seller and Buyer have further agreed that Buyer shall expressly assume by executing this Assignment all of the obligations of Seller, from and after the date hereof, under each of the Leases;
NOW THEREFORE, for and in consideration for the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge by each party hereto, Seller and Buyer hereby agree as follows:

1. Transfer and Assignment. Seller hereby sells, transfers, assigns, delivers and conveys to Buyer, its successors and assigns, all right, title and interest of Seller in, to and under the Leases. Seller agrees to indemnify, defend and hold Buyer harmless with respect to any and all liabilities, claims, demands, obligations, assessments, losses, costs, damages, and expenses of any nature whatsoever (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and court costs) (“Claims”) arising under the Leases out of occurrences prior to the Effective Date. By its assumption hereof as evidenced in the following paragraph, Buyer hereby agrees to indemnify, defend and hold Seller harmless with respect to all Claims arising under the Leases out of occurrences from and after the Effective Date.

2. Assumption of Obligations. Buyer hereby assumes and agrees to observe, perform, carry out and discharge on time and in full all of the obligations and duties of Seller under each of the Leases listed on Attachment 2 attached hereto for that period of time from and after the date hereof, including without limitation (a) all covenants, obligations and liabilities of the 512
4858-3959-5864 v14 Exhibit G-2
lessor and landlord under or with respect to the Leases; and (b) all of Seller’s covenants and obligations with respect to the security deposits made under the Leases or imposed by applicable law, to the extent that such security deposits have been this day transferred and assigned by Seller to Buyer and received by Buyer.

3. Governing Law. This Assignment shall be construed and enforced in accordance with and governed by the laws of the State of California.

4. Binding Effect. This Assignment shall be binding upon the parties hereto and their respective successors and assigns and, except as otherwise set forth herein, shall inure to the benefit of only the parties hereto.

5. Counterparts. This Assignment may be executed in one or more counterparts and the signature of any party to any counterpart may be appended to any other counterpart, all of which counterparts when taken together shall equal one Assignment. Seller and Buyer hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so- called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Assignment had been delivered. Seller and Buyer (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Assignment based on the foregoing forms of signatures.

IN WITNESS WHEREOF, Seller and Buyer have caused this instrument to be executed as of the day and year first above written.
[Signature Pages Follow]
513
4858-3959-5864 v14 Exhibit G-3
“SELLER”

CFT NV DEVELOPMENTS, LLC,
a Nevada limited liability company
By: ___________________________
Name: _________________________
Its: ____________________________
Approved as to form: ______________
514
4858-3959-5864 v14 Exhibit G-4
“BUYER”
CITY OF WILDOMAR, a California
municipal corporation
By: ___________________________
Dan York, City Manager
APPROVED AS TO FORM:
___________________________
Thomas D. Jex, City Attorney
515
4858-3959-5864 v14 Attachment 1 to Exhibit G
ATTACHMENT 1 TO ASSIGNMENT AND ASSUMPTION OF LEASES
Real Property
Real property in the City of Wildomar, County of Riverside, State of California, described as follows:

PARCEL A:

IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF PARCELS 12, 13 AND 14 OF LOT LINE ADJUSTMENT NO. 4131, AS SHOWN IN DOCUMENT RECORDED AUGUST 27, 1999 AS INSTRUMENT NO. 1999-385985, TOGETHER WITH A PORTION OF PARCEL A OF LOT LINE ADJUSTMENT NO. 4877, AS SHOWN IN DOCUMENT RECORDED JUNE 27, 2006 AS INSTRUMENT NO. 2006-0462441, OF OFFICIAL RECORDS, BOTH IN THE OFFICE

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

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL A; THENCE ALONG THE EAST LINE OF SAID PARCEL A AND SAID PARCEL 14 SOUTH 01º 16’ 18” EAST, 437.85 FEET; THENCE LEAVING SAID EAST LINE SOUTH 51º 33’ 48” WEST, 52.73

FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 92.50 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37º 09’ 53” AN ARC LENGTH OF 60.00 FEET; THENCE SOUTH 88º 43’ 41” WEST, 148.10 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL A; THENCE ALONG THE EASTERLY LINE AND ITS NORTHERLY PROLONGATION NORTH 01º 16’ 18” WEST, 160.73 FEET; THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 88º 43’ 41” EAST, 129.10 FEET; THENCE NORTH 01º 16’ 18” WEST, 327.76 FEET TO THE NORTH LINE OF SAID PARCEL A; THENCE ALONG SAID NORTH LINE NORTH 88º 43’ 42” EAST, 116.90 FEET TO THE POINT OF BEGINNING.

SAID LAND IS ALSO SHOWN AS PARCEL B ON THE CERTAIN NOTICE OF LOT LINE ADJUSTMENT NO. 5140 RECORDED MARCH 28, 2007 AS INSTRUMENT NO. 2007- 0210921 OF OFFICIAL RECORDS.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF PARCELS 9 THROUGH 12, AND LOTS “A” AND “Q” (OAK SPRINGS ROAD) OF “AMENDED” PARCEL MAP 22776, AS SHOWN ON MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ALSO BEING A PORTION OF PARCELS “B”, “G”, AND “J” OF LOT LINE ADJUSTMENT NO. 3959 BY DOCUMENT RECORDED AUGUST 12, 1998 AS FILE NO. 337999, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTIONS BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 516
4858-3959-5864 v14 Attachment 1 to Exhibit G
22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID “AMENDED” PARCEL MAP 22776, A DISTANCE OF 1247.51 FEET; THENCE SOUTH 73º 10’ 49” WEST, A DISTANCE OF 41.00 FEET FOR THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 73º 10’ 49” WEST A DISTANCE OF 70.12 FEET; THENCE SOUTH 88º 43’ 42” WEST A DISTANCE OF 323.86 FEET TO THE BEGINNING

OF A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF

20.00 FEET; THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF

20.80 FEET; THENCE NORTH 31º 40’ 21” WEST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 170.00 FEET; THENCE NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 90.20 FEET; THENCE NORTH 01º 16’ 18” WEST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 214.77 FEET;

THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF 93.46 FEET; THENCE NORTH 26º 12’ 18” WEST TANGENT TO SAID CURVE A DISTANCE OF 18.88

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 186.00 FEET; THENCE NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 148.37 FEET; THENCE NORTH 19º 29’ 56” EAST TANGENT TO SAID CURVE A DISTANCE OF 96.61 FEET; THENCE NORTH 26º 41’ 15” EAST A DISTANCE OF 55.11 FEET; THENCE NORTH 26º 19’ 34” EAST A DISTANCE OF 157.62

FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1046.23 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 67º 29’ 32” WEST; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 06º 47’ 57” AN ARC DISTANCE OF 128.90 FEET; THENCE NORTH 29º 18’ 24” WEST TANGENT TO SAID CURVE, A DISTANCE OF 46.69 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 40.00 FEET; THENCE

NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 46º 14’ 42” AN ARC DISTANCE OF 32.29 FEET TO

A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CLINTON KEITH ROAD,

55.00 FEET HALF WIDTH AS SHOWN ON SAID “AMENDED” PARCEL MAP 22776,

SAID POINT BEING A POINT OF CUSP WITH A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1745.00 FEET THE RADIAL LINE FROM SAID POINT BEARS SOUTH 27º 57’ 03” EAST, A RADIAL LINE FROM SAID POINT HAVING A RADIUS OF 40.00 FEET BEARS SOUTH 73º 03’ 43” EAST; THENCE

SOUTHWESTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE AND ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 03º 27’ 09” AN ARC DISTANCE OF 105.15 FEET TO A POINT OF CUSP, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 31º 24’ 12” EAST; THENCE SOUTH 76º 31’ 48” EAST, A DISTANCE OF 33.84 FEET; THENCE SOUTH 29º 18’ 24” EAST, A DISTANCE OF 51.94

FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 1018.23 FEET; THENCE SOUTHEASTERLY ALONG SAID 517
4858-3959-5864 v14 Attachment 1 to Exhibit G
CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 05º 07’ 57” AN ARC DISTANCE OF 91.21 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 75.00 FEET, THE RADIAL LINE FROM SAID POINT BEARS SOUTH 65º 49’ 33” WEST; THENCE SOUTHEASTERLY, SOUTHERLY

AND SOUTHWESTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 50º 30’ 01” AN ARC DISTANCE OF 66.10 FEET; THENCE SOUTH 26º 19’ 34” WEST TANGENT TO SAID CURVE A DISTANCE OF 67.82 FEET; THENCE SOUTH 26º 41’ 15” WEST, A DISTANCE OF 57.31 FEET; THENCE SOUTH 19º 29’ 56” WEST A DISTANCE OF 99.12 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF 226.00 FEET; THENCE SOUTHERLY

AND SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 45º 42’ 14” AN ARC DISTANCE OF 180.28 FEET; THENCE SOUTH 26º 12’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 18.88 FEET TO THE

BEGINNING OF A TANGENT CURVE, CONCAVE TO THE WEST HAVING A RADIUS OF 174.77 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 24º 56’ 00” AN ARC DISTANCE OF

76.05 FEET; THENCE SOUTH 01º 16’ 18” EAST TANGENT TO SAID CURVE, A DISTANCE OF 117.17 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 210.00 FEET; THENCE SOUTHERLY AND

SOUTHEASTERLY ALONG SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 30º 24’ 02” AN ARC DISTANCE OF 111.42 FEET; THENCE SOUTH 31º 40’ 21” EAST TANGENT TO SAID CURVE, A DISTANCE OF 201.22 FEET TO THE

BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 60.00 FEET; THENCE SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE, TO THE LEFT, THROUGH A CENTRAL ANGLE OF 59º 35’ 58” AN ARC DISTANCE OF 62.41 FEET; THENCE NORTH 88º 43’ 42” EAST TANGENT TO SAID CURVE A DISTANCE OF 329.32 FEET; THENCE NORTH 70º 09’ 32” EAST, A DISTANCE OF 95.32 FEET TO A POINT OF CUSP ON A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET THE RADIAL LINE FROM SAID POINT BEARS NORTH 14º 38’ 01” EAST; THENCE WESTERLY, NORTHWESTERLY AND

NORTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 58º 32’ 48” AN ARC DISTANCE OF 41.90 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE FROM SAID POINT BEARS NORTH 73º 10’ 49” EAST.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

PARCEL C:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT “A” (OAK SPRINGS ROAD) OF “AMENDED PARCEL MAP 22776”, AS SHOWN BY MAP ON FILE IN BOOK 158 OF PARCEL MAPS AT PAGES 37 THROUGH 41,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LOCATED IN SECTION 1, TOWNSHIP 7 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, SAID PORTION BEING DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG THE EAST LINE OF SAID 518
4858-3959-5864 v14 Attachment 1 to Exhibit G
“AMENDED” PARCEL MAP 22776, A DISTANCE OF 23.51 FEET FOR THE TRUE POINT OF BEGINNING; THENCE SOUTH 80º 54’ 45” WEST, A DISTANCE OF 34.96 FEET; THENCE SOUTH 06º 00’ 34” EAST, A DISTANCE OF 116.66 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANCE 25.00 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE SOUTH 01º 16’ 18” EAST ALONG SAID PARALLEL LINE A DISTANCE OF 1019.25 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 108.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 13º 38’ 40” AN ARC DISTANCE OF

25.72 FEET; THENCE SOUTH 12º 22’ 22” WEST TANGENT TO SAID CURVE, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 41.00 FEET; THENCE SOUTHERLY,

SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 103º 38’ 40” AN ARC DISTANCE OF 74.17 FEET TO SAID EAST LINE OF “AMENDED” PARCEL MAP 22776; THENCE NORTH 01º 16’ 18” WEST ALONG SAID EAST LINE, A DISTANCE OF 1265.00 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL A.

APN: 380-240-048-3
519
4858-3959-5864 v14 Attachment 2 to Exhibit G
147926\1066533
ATTACHMENT 2 TO ASSIGNMENT AND ASSUMPTION OF LEASES
Leases with the following Tenants:

1. City of Wildomar

2. Core Tree Care, Inc.

3. Edward D. Jones & Co. L.P.

4. Guild Mortgage Company LLC
520
4858-3959-5864 v14 Exhibit H

EXHIBIT H

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This Assignment and Assumption of Contracts (“Assignment”) is made as of the ____ day of ______________, 2023 (“Assignment Date”), CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (the “Assignor”), and CITY OF WILDOMAR, a California municipal corporation (the “Assignee”).

A. Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of ______________, 2023 by and between Assignor and Assignee (the “Purchase Agreement”), Assignee has this day acquired from Assignor the Property. Capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement.

B. Under the Purchase Agreement, Assignor is obligated to assign to Assignee all of Assignor’s right, title and interest in and to those contracts set forth in Attachment 1 attached hereto and made a part hereof (collectively, the “Contracts”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment. Effective as of the Assignment Date, Assignor hereby grants, transfers, conveys, assigns and delegates to Assignee all of its rights and interests of Assignor in, to and under the Contracts; provided, however, such assignment, transfer and sale shall not include any rights or claims arising prior to the Assignment Date which Assignor may have against any party to the Contracts. Assignee hereby accepts such assignment and delegation by Assignor.

2. Assumption. Assignee hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor as owner under the Contracts, in each case, accruing or arising on or after the Assignment Date.

3. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall taken together be deemed one document. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Assignment had been delivered. Assignor and Assignee (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Assignment based on the foregoing forms of signatures.

4. Successors and Assigns. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.

5. No Third Party Beneficiaries. Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third- party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a party to this Assignment. 521
4858-3959-5864 v14 Exhibit H

6. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California.

7. Limited Liability. This Assignment is made without any express or implied representation or warranty of any kind or nature other than those representations and warranties expressly made by Assignor in the Purchase Agreement, which representations and warranties by Assignor shall survive only for the period provided in, and are subject to all of the limitations set forth in, the Purchase Agreement.

IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be executed the day and year first above written.
[Signature Pages Follow]
522
4858-3959-5864 v14 Exhibit H

ASSIGNOR
CFT NV DEVELOPMENTS, LLC, a
Nevada limited liability company
By:__________________________
Name:________________________
Title:_________________________
Approved as to form: __________
523
4858-3959-5864 v14 Exhibit H

ASSIGNEE
CITY OF WILDOMAR, a California
municipal corporation
By:__________________________
Dan York, City Manager
APPROVED AS TO FORM:
__________________________
Thomas D. Jex, City Attorney
524
Attachment 1 to Exhibit H
147926\1066533
IRV #4858-3959-5864 v2
4858-3959-5864 v14
ATTACHMENT 1

SERVICE CONTRACTS
[TO BE INSERTED PRIOR TO CLOSING]
525
4858-3959-5864 v14 Exhibit I

EXHIBIT I

POST-CLOSING MAINTENANCE AGREEMENT TERMS
This Exhibit includes key terms for a Post-Closing Maintenance Agreement to be entered into between the Parties at closing whereby CFT NV Developments, LLC, a Nevada limited liability company (“Seller”) will, notwithstanding the sale and transfer of ownership of the Property to City of Wildomar, a California municipal corporation (“ Buyer”), continue to provide specified maintenance and security services to the Property following the Close of Escrow.

Capitalized terms that are used but not defined in this exhibit shall have the meaning given to such terms in the Agreement of Purchase and Sale and Joint Escrow Instructions dated _________, 2023, by and between Buyer and Seller (“Purchase and Sale Agreement”).

I. Term
The term of the Post-Closing Maintenance Agreement shall begin on the Close of Escrow and expire on March 31, 2024 (the “ Term”), provided that Buyer may extend the expiration date of the Term by up to 60 days upon at least thirty (30) days prior written notice to Seller.

II. Services to be Provided
Seller agrees to maintain in full force and effect Seller’s existing contracts with independent contractors providing the services listed below, and cause the services listed below (each, a “Service”) to continue to be provided to the Property:

A. Hillside Heating & Air, Inc.: quarterly maintenance of heating, ventilation, and air conditioning equipment and thermostats (including but not limited to air filters, condensers, drain pan, drain line, coils, ductwork, fins, and fans) (“ HVAC Service”);
B. Team Patrol: security services (“Security Service”); C. Adco: landscape maintenance (“ Landscape Service ”), parking lot sweeping (“Parking Lot Service”), and sidewalk steam cleaning services (“ Sidewalk Service”);
D. American Jetting: hydro jetting the main lateral sewer lines semi-annually (“Sewer Lateral Service”);
E. Pestgon: insect and rodent control (“Pest Control”); and F. GMR: onsite property management services including coordinating as-needed maintenance services with the vendors provided herein (“ Property Management Service”).

G. Exterior Products Corp.: lighting maintenance services including parking lot lighting and interior and exterior building lighting (“Lighting Service”).

III. Monthly Cost of Services
The estimated monthly cost for each Service is set forth below. Seller shall use reasonable, good faith efforts to avoid incurring costs in excess of the monthly estimated cost for each Service set forth in this Section III.

A. HVAC Service: $361.67 per month ($1,085 per quarter) B. Security Service: $2,320/month. Security Service is billed at the rate of $26.30/regular hour and $39.45/holiday hour, and 32% of the contract invoice is attributable to the Property
C. Parking Lot Service: $100/month
526
4858-3959-5864 v14 Exhibit I
D. Landscape Service: $200/month
E. Sidewalk Service: $100/month
F. Sewer Lateral Service: $400/month
G. Pest Service: $18.63/month
H. Property Management Service: $656/month
I. Lighting Service: $1,014/month
IV. Actual Costs in Excess of Estimated Monthly Costs
If the actual monthly cost for any Service exceeds the estimated monthly cost set forth in Section III by 10% or less, Buyer shall pay such additional cost following receipt of the invoice within the times provided in Section V below.

If the actual monthly cost for any Service exceeds the estimated monthly cost set forth in Section III by more than 10% due to a price increase demanded by the vendor, Seller shall provide Buyer with advance written notice of the increase within five (5) business days after Seller’s receipt of notice of the price increase, accompanied by supporting documentation for the increase. Buyer shall have the right to approve or disapprove the increase in its reasonable discretion, and shall provide Seller written notice of its approval or disapproval within ten (10) days after Seller’s notice and supporting documentation. If Buyer disapproves the cost increase and Seller has the right to terminate the contract that is subject to the price increase, Seller shall obtain price quotes from at least two (2) alternate service providers and provide Buyer with a copy of each the price quotes.

Buyer shall select one (1) of the alternative service providers with a lower rate than the increased price demanded by the vendor, or approve the cost increase if none of the two (2) alternate service providers offers a lower rate than the current contract that is subject to the price increase.

If the actual monthly cost for any Service will exceed the estimated monthly cost set forth in Section III by more than 10% for any other reason (a “Significant Overage”), Seller shall provide Buyer with advance written notice of the work that is anticipated to cause a Significant Overage within five (5) business days after Seller’s receipt of any price quote for work that will result in a Significant Overage, accompanied by supporting documentation for the Significant Overage.

Buyer shall have the right to approve or disapprove the price quote that will result in the Significant Overage in its reasonable discretion, and shall provide Seller written notice of its approval or disapproval within seven (7) days after receipt of Seller’s notice, price quote, and supporting documentation. If Buyer disapproves the price quote, Seller shall obtain price quotes from at least two (2) alternate service providers and provide Buyer with a copy of each the price quotes. Buyer shall select one (1) of the alternative service providers offering a lower price quote for the work than the original price quote, or approve the cost increase if none of the two (2) alternate service providers offers a lower rate than Seller’s original price quote.

If unanticipated work that must be performed immediately or within two (2) days will result in a Significant Overage, Seller shall have the right to perform the work and include the cost of the work in the monthly invoice provided under Section V if Seller provides Buyer with advance telephonic and/or email notice of the work. If Buyer disputes the monthly invoice due to unanticipated work that needed to be performed immediately or within two (2) days, Buyer shall pay 110% of the monthly estimate for the Service that the work falls within. The parties shall meet and confer in good faith to resolve any dispute concerning the difference between the actual monthly cost of the Service and 110% of the monthly estimate of the Service.

V. Payment
Within seven (7) business days after Seller’s receipt of all vendor invoices from the Services Seller shall provide Buyer with an invoice itemizing the total cost of each Service performed during the prior month, a description of the work performed as part of each Service, and the monthly total cost of all Services for the prior month. Buyer shall pay the invoice within ten (10) business days after Buyer’s receipt of Seller’s invoice.
527
4858-3959-5864 v14 Exhibit I
If the actual cost of a Service in a given month exceeds the estimated monthly cost for a Service by more than ten percent (10%) and Seller has failed to provide Buyer with notice (except in case of an emergency) or obtain Buyer’s approval of the additional cost as set forth in Section IV, Buyer shall only be obligated to pay the estimated monthly cost for that Service. 528
4858-3959-5864 v14 Exhibit J

EXHIBIT J

REPAIR WORK

1. Clear slow draining sink/tub/shower and snake if needed, as referenced in Section 3.2.2 of the Property Condition Assessment Report prepared by Real Estate Inspection Company dated May 3, 2023 (“Report”) with a cost of $187.50;

2. Replace laundry room faucet with same or similar model, as referenced in Section 3.3.3 of the Report with a cost of $281.25;

3. Install new bathroom faucet of same or similar model and replace two (2) angle stops and supply lines to correct low flow or corrosion issues as referenced in Section 3.3.5 of the Report with a cost of $975;

4. Install new sink that is of the same or similar model as referenced in Section 3.3.6 of the Report with a cost of $1,412.50;

5. Replace wax ring, reseal and secure toilet as referenced in Section 3.3.7 of the Report with a cost of $212.50;

6. Replace the hose spigot as referenced in section 3.4.1 of the Report with a cost of $187.50;

7. Provide a 1-year warranty from Closing for any repair/replacement deemed required during the 1-year period;

8. Replace burned out light bulb and troubleshoot fixture as referenced in Section 4.7.1 of the Report with a cost of $18.75;

9. Inspect existing heat pump system as referenced in Section 5.2.2 of the Report and engage in good faith negotiations with Buyer for partial Seller credit based on findings.

10. Replace the insulation on the refrigerate lines at the AC condenser unit referenced in Section 5.3.2 of the Report with a cost of $268.75;

11. Repair the condensate drain line in Section 5.4.1 of the Report with a cost of $687.50;

12. Provide mold test in the area referenced in Section 7.2.1 of the Report with a cost of $512.50;

13. Provide fog and anti-microbial treatment for mold remediation as referenced in Section

7.4.3 of the Report with a cost of $937.50;

14. Replace the cracked tile where noted in Section 7.5.2 of the Report with a cost of $687.50;

15. Inspect section (100 sf) of flat roof where noted in Sections 9.2.1, 9.2.3, and 9.2.5 of the Report and repair as needed in Seller’s reasonable discretion. Thereafter, the parties shall engage in good faith negotiations for partial Seller credit based on findings.

16. Correct the slipped, misaligned, or broken tile so no roofing paper is exposed, as referenced in Section 9.3.1 of the Report with a cost of $2,993.75;

17. Replace section (10 sf) of damaged or incorrectly installed asphalt shingles as referenced in Section 9.3.2 of the Report with a cost of $562.50;
529
4858-3959-5864 v14 Exhibit J

18. Reseal around flashings and roof penetrations as referenced in Section 9.4.1 of the Report with a cost of $281.25;

19. Paint ABS plumbing and metal flashings on the roof where noted in the report as referenced in 9.4.2 of the Report with a cost of $187.50;

20. Repair the downspout where noted in section 9.7.2 of the Report with a cost of $93.75; and

21. Remove debris and clean all gutters where noted in section 9.7.3 of the Report with a cost of $312.50.
530
4858-3959-5864 v14 Exhibit K

EXHIBIT K

ESCROW HOLDBACK AGREEMENT
This ESCROW HOLDBACK AGREEMENT (this “Agreement”) is entered into effective the ____ day of _________________, 2023 (“ Effective Date ”) by and among CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company (“ Seller”), CITY OF WILDOMAR, a California municipal corporation (“ Buyer”), and CORNER ESCROW, INC. (“Escrow Agent’’).

RECITALS
A. Buyer and Seller are parties to that certain Purchase and Sale Agreement and Escrow Instructions, dated effective ______ (the “Purchase Agreement”).

B. Buyer, Seller and Escrow Agent now desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties agree as follows:

AGREEMENTS

1. Appointment of Agent. Buyer and Seller hereby appoint and designate Corner Escrow, Inc. to act as “Escrow Agent” under this Agreement. Escrow Agent agrees to act as Escrow Agent in strict accordance with the terms and provisions of this Agreement. The appointment of Escrow Agent shall commence on the Closing Date and shall terminate on the earlier of three (3) months from the Closing Date, or the date that all Escrowed Funds have been disbursed pursuant to the terms and conditions of this Agreement to the party entitled to receive the same pursuant to the terms of this Agreement (the “ Escrow Period”). During the Escrow Period, Escrow Agent agrees to hold and disburse the Escrowed Funds pursuant to the terms and conditions of this Agreement.

2. Establishment of the Escrow Account. On the Closing Date, Buyer and Seller instructed Escrow Agent to withhold from the Purchase Price and retain in escrow (the “ Escrow Account”) the amount of ___________________ Dollars ($________), the amount agreed upon by Buyer and Seller pursuant to the terms and conditions of Section 18.2 of the Purchase Agreement (“Escrowed Funds”).

3. Disbursement of the Escrowed Funds. During the Escrow Period, Escrow Agent shall disburse the Escrowed Funds to Seller as follows:
(a) In connection with the completion of the Repair Work, Seller shall provide Buyer and Escrow Agent with written notice of the same, and photographs confirming the completion of such Repair Work (the “ Completion Notice”). Upon receipt of the Completion Notice and evidence of completion as set forth above, Buyer shall have the right to inspect the Repair Work. Buyer shall confirm that the Repair Work has been completed to Buyer’s reasonable satisfaction within ten (10) business days after Seller’s Completion Notice by providing written notice to Seller and Escrow Agent (“ Completion Confirmation Notice .”) Escrow Agent shall 531
4858-3959-5864 v14 Exhibit K
disburse the Escrowed Funds within one (1) business day of the Completion Confirmation Notice.

Escrow Agent shall send any payments released to Seller directly to Seller’s bank account pursuant to wire (or other written) instructions provided by Seller. (b) If, at the expiration of the Escrow Period, Seller has not provided the Completion Notice to Buyer and undisbursed Escrowed Funds remain in the Escrow Account, all such undisbursed Escrowed Funds shall be immediately disbursed directly to Buyer’s bank account pursuant to wire (or other written) instructions provided by Buyer and Seller shall have no further right to the Escrowed Funds.
(c) If, at the expiration of the Escrow Period, Seller has timely submitted the Completion Notice but Buyer has not provided the Completion Confirmation Notice due to Buyer’s dissatisfaction of the Repair Work, Escrow Agent shall retain the Escrowed Funds and the procedure under Section 5 below shall govern, provided that Buyer and Seller must meet and confer in good faith for a period of at least thirty (30) days to resolve the controversy before proceeding with any litigation or arbitration.

4. Escrow Matters. Escrow Agent shall invest the Escrowed Funds in a federally insured interest bearing account such that all Escrowed Funds are federally insured. All interest earned on the Escrowed Funds shall be allocated/taxed to Buyer for all income tax purposes.

Escrow Agent is acting in the capacity of a depository only with respect to the Escrowed Funds and shall not be liable or responsible to anyone for any damages, losses or expenses unless the same shall be caused by Escrow Agent’s negligence or willful malfeasance. Escrow Agent may rely upon any information furnished by Seller and Buyer, without any duty of investigation, and Escrow Agent shall have no liability for any action taken in reliance upon such information, unless it shall have actual knowledge that such information is false. Escrow Agent agrees to maintain consistent, detailed and accurate accounting records of the Escrowed Funds, any disbursements thereof and any interest earned thereon, and to provide copies of such records to Seller or Buyer from time to time upon either’s written request, but not more than once every thirty (30) days.

5. Controversies. In the event any controversy arises between the parties hereto or with any third person, Escrow Agent shall not be required to make any determination of the same or take any action with regard to the same, but may await settlement of the controversy by mutual instructions of the parties or by appropriate legal or arbitration proceedings. Buyer and Seller mutually agree that in the event of any controversy regarding the Escrowed Funds, unless mutual written instructions are received by the Escrow Agent directing the Escrowed Funds’ disposition, the Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Escrowed Funds or, at the Escrow Agent’s option, the Escrow Agent may interplead all parties and deposit the Escrowed Funds with a court of competent jurisdiction in which event the Escrow Agent may recover all of its court costs and reasonable attorneys’ fees.

Buyer or Seller, whichever is not the prevailing party in any such interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent, as well as the reasonable attorneys’ fees of the prevailing party in accordance with the other provisions of this Agreement.

6. Manner of Giving Notice. All notices and demands which any party is required or desires to give to the others shall be given in writing in accordance with the provisions of the Purchase Agreement.
532
4858-3959-5864 v14 Exhibit K

7. Charges. Buyer and Seller promise and agree to pay promptly on demand and to indemnify and hold harmless Escrow Agent from and against all costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of every kind which in good faith are incurred or suffered by the Escrow Agent in connection with or arising out of this Agreement. Except for charges and expenses of Escrow Agent incurred as contemplated in Section 8 below, which charges and expenses shall be borne by the non-prevailing party, the charges and expenses of Escrow Agent, not to exceed $500.00 in the aggregate, shall be shared equally by Buyer and Seller and paid by the parties at Closing.

8. Costs and Attorneys’ Fees. If any legal action or proceeding is brought for the enforcement of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding (together with costs of enforcing any judgments or rulings), in addition to any other relief to which it may be entitled.

9. Further Assurances. Seller and Buyer agree to execute such further instructions to Escrow Agent and such other instruments as may be reasonably necessary to carry out the provisions of this Agreement.

10. Counterparts. This Agreement may be executed in faxed or similar electronic counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11. Assignment. Buyer shall not assign this Agreement without the prior written consent of Seller and any such prohibited assignment shall be void. Seller may assign its rights and obligations hereunder to an entity in which Seller has an ownership interest.

12. Capitalized Terms. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Purchase Agreement. [Signatures appear on next page]
533
4858-3959-5864 v14 Exhibit K
SELLER:

CFT NV DEVELOPMENTS, LLC,
a Nevada limited liability company
By: ___________________________
Name: _________________________
Its: ___________________________
Approved as to form: _____________
BUYER:

CITY OF WILDOMAR,
a California municipal corporation
By: ___________________________
Dan York, City Manager
APPROVED AS TO FORM:
___________________________
Thomas D. Jex, City Attorney
ESCROW AGENT:

CORNER ESCROW, INC.

By: ___________________________
Name: _________________________
Its: ___________________________
534
4883-0737-2661 v1

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated _______________ from CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company to CITY OF WILDOMAR, a California municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of City Council pursuant to authority conferred by resolution of the City Council adopted on _______ and the grantee consents to recordation thereof by its duly authorized officer.

Dated ____________________
By________________________
Dan York, City Manager
535

CITY OF WILDOMAR

CC - REGULAR MEETING

GENERAL BUSINESS
Agenda Staff Report # 3.2
Meeting Date: August
9, 2023
SUBJECT:

SB 329 Adjustment in Council Compensation
SUBMITTED BY:

Thomas D Jex
PREPARED BY:

Thomas D Jex

ACTION:

Discuss and provide direction to staff with respect to SB 329 which amends the Government code to allow an adjustment in Council compensation.

BACKGROUND:

SB 329: Increase In Salary Cap For Council Members
On June 29, 2023 Governor Newsom signed into law Senate Bill 329 (“SB 329”) which increases the maximum amount of salary that council members may receive.

This legislation was intended to increase the compensation schedule for council members in general law cities, which had not been adjusted since 1984. SB 329 allows cities to increase the compensation to adjust for inflation in order to help keep city councils more diverse by allowing people from across different income levels to serve the public and support their families.

DISCUSSION:

Currently, Government Code section 36516 authorizes a city council to enact an ordinance to provide each member of the city council a salary, with a maximum limit based upon the population of the city in accordance with a specific schedule. Any increases in salary are also limited and cannot exceed 5% for each calendar year from the operative date of the last adjustment of the salary that is in effect when the increase is enacted.

SB 329 amends Government Code section 36516 to increase the maximum amount of salaries identified in the schedule. For example, for cities up to and including 35,000 in population, the salary for each council member has been increased from $300 per month to up to $950 per month.
536
SB 329 also authorizes the salary of council members to be increased beyond the specified maximum to an amount not exceeding the greater of either 5% for each calendar year from the operative date of the last adjustment of the salary or an amount equal to inflation since January 1, 2024, based on the California Consumer Price Index (not to exceed 10% per calendar year).

No ordinance can be enacted or amended to provide automatic future increases in salary and the electors can consider the question of whether city council members should receive a salary and the amount of the salary may be submitted to the electors. Any retirement, health and welfare, federal social security benefits, or reimbursement for actual and necessary expenses are not included for purposes of determining salary under section 36516.

SB 329 requires that an ordinance to increase council member compensation be considered in an open session with at least two regular meetings. The ordinance must include findings demonstrating the need for the increased compensation and there must be a least seven days between the introduction and adoption of the ordinance.

SB 329 goes into effect on January 1, 2024. However, it is important to note that pursuant to Government Code section 36516.5, any council salary increase may take effect only when at least one member of the council commences a new term.

The City’s current municipal code section regarding Council compensation reads as follows:

2.04.040 Compensation.

Beginning on July 1, 2017, pursuant to Government Code Section 36516(a)(1), each member of the City Council shall receive a salary of $400.00 per month. Any amounts paid by the City to reimburse a Councilmember for actual and necessary expenses pursuant to Government Code Section 36514.5 shall not be included for purposes of determining salary pursuant to this section. (Ord. 125 § 1, 2016; Ord. 08-02 § 1)

FISCAL IMPACT:

Based on the City's current population, the new law will allow Council salary to increase from $400 per month for each Council member to a maximum of $1,275 per month. This agenda item is only to discuss how to proceed, not to make any changes. However, if the decision is to pursue a salary adjustment, the eventual impact could be an increase of up to $52,500 per year.

ATTACHMENTS:

1. SB 329
537
Senate Bill No. 329
CHAPTER 27
An act to amend Section 36516 of the Government Code, relating to local government.
[Approved by Governor June 29, 2023. Filed with Secretary of State June 29, 2023.]
legislative counsel’s digest
SB 329, Dodd. Cities: city council members: compensation.

Existing law authorizes a city council to enact an ordinance to pro vide each member of the city council a salary based upon the population of the city, as specified. Existing la w authorizes that amount to be increased by the city council by an amount that does not e xceed 5% for each calendar year from the operati ve date of the last adjustment of the salary that is in effect when the increase is enacted. Existing law provides for the procedures by which a city may enact ordinances.

This bill would increase the maximum amount of salary, based upon the population of the city, that may be approved by an ordinance passed by the city council, as specified. The bill w ould authorize the salary of council members to be increased beyond the specified maximums to an amount not exceeding the greater of either 5% for each calendar year from the operative date of the last adjustment of the salary in ef fect when the ordinance or amendment is enacted, or an amount equal to inflation since January 1, 2024, based upon the California Consumer Price Inde x, which shall not exceed 10% for each calendar year. The bill would require the city council to consider the adoption of an ordinance to increase council member compensation in open session during at least 2 regular meetings of the city council.

The people of the State of California do enact as follows:

SECTION 1. The Legislature finds and declares all of the following:
(a)  The compensation schedule for general la w cities has not been adjusted since 1984, meaning that city council compensation has not k ept pace with inflation.
(b)  Allowing cities to adjust their compensation for inflation since 1984 may help city councils become more diverse because increased compensation can help individuals from across different income levels receive sufficient income from their service to help ensure that they can continue to serve the public and support their families.

SEC. 2. Section 36516 of the Government Code is amended to read:

96 538740
36516. (a)  (1)  A city council may enact an ordinance pro viding that each member of the city council shall recei ve a salary based on the population of the city as set forth in paragraph (2).
(2)  The salaries approved by ordinance under paragraph (1) shall be as follows:
(A)  In cities up to and including 35,000 in population, up to and including nine hundred fifty dollars ($950) per month.
(B)  In cities over 35,000 up to and including 50,000 in population, up to and including one thousand two hundred seventy-five dollars ($1,275) per month.
(C)  In cities over 50,000 up to and including 75,000 in population, up to and including one thousand six hundred dollars ($1,600) per month. (D)  In cities over 75,000 up to and including 150,000 in population, up to and including one thousand nine hundred dollars ($1,900) per month. (E)  In cities over 150,000 up to and including 250,000 in population, up to and including two thousand five hundred fifty dollars ($2,550) per month. (F)  In cities over 250,000 population, up to and including three thousand two hundred dollars ($3,200) per month.
(3)  For the purposes of this subdivision, the population of a city shall be determined by the last preceding federal census, or a subsequent census, or estimate validated by the Department of Finance.
(4)  The salary of council members may be increased beyond the amount provided in this subdi vision by an ordinance or by an amendment to an ordinance, but the amount of the increase shall not e xceed the greater of either of the following:
(A)  An amount equal to 5 percent for each calendar year from the operative date of the last adjustment of the salary in ef fect when the ordinance or amendment is enacted.
(B)  An amount equal to inflation since January 1, 2024, based upon the California Consumer Price Inde x, which shall not e xceed 10 percent for each calendar year.
(5)  No ordinance shall be enacted or amended to provide automatic future increases in salary.
(b)  Notwithstanding subdi vision (a), at an y municipal election, the question of whether city council members shall receive a salary for services, and the amount of that salary, may be submitted to the electors. If a majority of the electors v oting at the election f avor it, all of the council members shall receive the salary specified in the election call. The salary of council members may be increased beyond the amount provided in this section or decreased below the amount in the same manner.
(c)  Unless specifically authorized by another statute, a city council may not enact an ordinance providing for compensation to city council members in excess of that authorized by the procedures described in subdivisions (a) and (b). For the purposes of this section, compensation includes payment for service by a city council member on a commission, committee, board, authority, or similar body on which the city council member serv es. If the other statute that authorizes the compensation does not specify the amount 96 — 2 — Ch. 27

539741
of compensation, the maximum amount shall be one hundred fifty dollars ($150) per month for each commission, committee, board, authority , or similar body.
(d)  Any amounts paid by a city for retirement, health and welf are, and federal social security benefits shall not be included for purposes of determining salary under this section, pro vided that the same benefits are available and paid by the city for its employees.
(e)  Any amounts paid by a city to reimburse a council member for actual and necessary expenses pursuant to Section 36514.5 shall not be included for purposes of determining salary pursuant to this section. (f)  A city council member may w aive any or all of the compensation permitted by this section.
(g)  (1)  For the purposes of this section, a city council shall consider the adoption of an ordinance to increase compensation in open session during at least two regular meetings of the city council.
(2)  At the first meeting, the city council shall present the proposed ordinance, which shall include findings demonstrating the need for the increased compensation. The ordinance shall not be adopted at the first meeting.
(3)  At least seven days after the first meeting, the city council shall hold a second meeting to consider whether to adopt the ordinance.

O
96 Ch. 27 — 3 —

540742

CITY OF WILDOMAR

CC - REGULAR MEETING

GENERAL BUSINESS
Agenda Staff Report # 3.3
Meeting Date: August
9, 2023
SUBJECT:

Multi-Family Residential Design Standards & Guidelines - Amendment #1
SUBMITTED BY:

Matthew Bassi
PREPARED BY:

Matthew Bassi

ACTION:

Adopt a Resolution entitled:

RESOLUTION NO. 2023 - ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA,

APPROVING AN AMENDMENT TO THE CITY OF WILDOMAR MULTI-FAMILY OBJECTIVE

DESIGN STANDARDS AND GUIDELINES DOCUMENT FOR MULTI-FAMILY RESIDENTIAL

DEVELOPMENT PROJECTS
FISCAL IMPACT:

The cost to prepare the Amendment #1 to the adopted Multi-Family Design Standards is covered by the City's SB 2 grant approved by HCD. thus, there is no impact to the General Fund.

PROJECT DESCRIPTION:

Background
The Planning Commission reviewed the original Multi-Family Objective Design Standards and Guidelines booklet at its August 19, 2020 meeting and recommended approval to the City Council. The City Council reviewed and adopted the original design standards and guidelines booklet at its September 9, 2020 meeting. The design standards and guidelines document provides developers, builders, and architects a clear statement of the desired architectural and site design themes and characteristics for new multi-family residential development in the city that enhances our community’s unique character and raises the quality of design within the city.

541
City Council requested that the Planning Department (i.e., Benoit, future agenda item) review and if appropriate amend the design guidelines booklet to provide cost saving options while still maintaining the integrity and quality of the approved design themes.

Staff identified over the past three (3) years of implementing the multi-family design guidelines that Applicants consistently requested revisions to offset the increasing costs of building materials. As a result, the planning department has had to review and ultimately approve minor architectural revisions for construction materials that offered similar aesthetic features matching wood, sidings and window treatments. Given these factors, it seemed practical to modify the existing design guidelines to allow comparable materials.

Staff proposes a number of revisions to the adopted multi-family objective design standards and guidelines booklet that aim to maintain the high quality standards Council approved in 2020 without compromising the integrity of the existing requirements. The updated multi- family design guidelines are provide in Attachment A, Exhibit 1 for Council consideration. Staff has provided a redline version of the proposed changes and a copy of the September 2020 adopted version for comparison purposes (Attachment B & C).

Planning Commission Action:

The Planning Commission reviewed the proposed revisions to the multi-family objective design standards and guidelines booklet at its meeting of July 19, 2023. There were no speakers either for or against the proposed changes. After Commission deliberations, the Commission voted 5 - 0 to adopt PC Resolution No. 2023-19 recommending City Council approval of amended multi-family objective design standards and guidelines booklet.

The Planning Commission believes the revisions proposed by Staff maintain the original intent and vision of high quality architectural design standards for multi-family project while balancing the reality of higher construction costs. Further, they agreed with Staff that the amendments will allow for greater flexibility for architects to be more creative in implementing the design standards while not negatively impacting aesthetics and quality.

PROJECT ANALYSIS:

Overview:

The amended design standards and guidelines booklet is provided in Attachment B, for Commission consideration. The amended booklet reflects important feedback from developers and staff in order to further streamline the design review process and provide a simpler way to comply with our guidelines without stymieing future development.

The proposed changes to the Multi-family Objective Design Standards and Guidelines booklet are minor in nature and serve to further streamline the document and make it easier to follow and use. A few of the proposed changes include the following:
542

The addition of a new “User’s Guide” providing better guidance to architects on how to use the document (pg. 6);
Minor changes to allowed architectural design materials that provide design flexibility and a more cost effective approach to meeting the standards (pgs. 11, 12, 16, 18, 19, 22, 31); and
Addition of a design standards checklist (pg. 43) for applicants that make for simpler implementation and review of proposed design standards.

Staff has provided a redline/strikeout version as well as a clean version of the amended booklet for Planning Commission’s review. As with the original document, the cost to prepare the amended Multi-Family Objective Design Standards and Guidelines document is fully covered by our existing SB 2 grant funds; thus, there is no fiscal impact to the City’s General Fund for this effort.

Conclusion:

Staff believes implementation of the amended multi-family design standards and guidelines will maintain (and in some cases increase) the high quality architectural design features for our multi-family residential development projects that will continue to create successful projects.

Further, the amended guidelines will also provide additional flexibility within the design theme framework so as not to stymie the creativity of future development. To this end, staff recommends the Planning Commission recommend City Council approval of the amended “Wildomar Multi-Family Objective Design Standards and Guidelines” document.

ATTACHMENTS:

Attach A - CC Resolution No 2023-xx.pdf
Attach A-Ex 1 - MRF Design Guidelines Doc [8-9-23].pdf
Attach B - MFR Design Standards-Booklet-redline version [June 2023].pdf Attach C - Adopted MFR Design Standards Booklet [9-9-20].pdf 543

ATTACHMENT A

Resolution No. 2023-xx

544
RESOLUTION NO. 2023 - xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WILDOMAR, CALIFORNIA, APPROVING AN

AMENDMENT TO THE CITY OF WILDOMAR MULTI -

FAMILY OBJECTIVE DESIGN STANDARDS AND

GUIDELINES DOCUMENT FOR MULTI -FAMILY

RESIDENTIAL DEVELOPMENT PROJECTS
WHEREAS, the Planning Dep artment, based on feedback from City Council, project applicants and observations of staff implementing the multi -family design guidelines over the past 3 years , is proposing an amendment to the adopted “Wildomar Multi-Family Objective Design Standards & Guidelines” booklet for Commission and Council adoption; and
WHEREAS, in accordance with the City policy, the Planning Commission has the authority to review the proposed amendments to the Wildomar Multi -Family Objective Design Standards & Guidelines booklet, and make a recommendation to the City Council; and
WHEREAS, the Planning Commission held a public meeting on July 19, 2023 to review the amended Wildomar Multi- Family Objective Design Standards & Guidelines booklet, at which time all interested persons had an opportunity to provide feedback and ideas in support of, or opposition to the proposed design guidelines amendments, and at which time the Planning Commission made a final decision.

WHEREAS, the City Council held a public meeting on August 9, 2023 to review the amended Wildomar Multi-Family Objective Design Standards & Guidelines booklet, at which time all interested persons had an opportunity to provide feedback and ideas in support of, or opposition to the proposed design guidelines amendments, and at which time the City Council made a final decision.

NOW THEREFORE , the City Council of the City of Wildomar, California does hereby resolve, determine and order as follows:

SECTION 1. CITY COUNCIL ACTION
The City Council hereby adopts and approves an amendment to the “Wildomar Multi-Family Objective Design Standards and Guidelines ” booklet as illustrated herein, and attached hereto this Resolution, as Exhibit 1 of this resolution.

PASSED, APPROVED AND ADOPTED this 9th day of August, 2023

545

_____________________________
Joseph Morabito
Mayor

APPROVED AS TO FORM: ATTEST:

___________________________ ________________________ Thomas D. Jex Janet Morales, CMC
City Attorney City Clerk

546
EXHIBIT 1

“Wildomar Multi-Family Objective Design Standards and Guidelines” booklet 547
City of Wildomar

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
Adopted September 9, 2020
Amendment #1 - Adopted August 9, 2023
548

CITY COUNCIL CITY STAFF

CONSULTANTPLANNING COMMISSION
Dustin Nigg (Mayor)
Bridgette Moore (Mayor Pro Tem)
Ben J. Benoit
Joseph Morabito
Marsha Swanson
Matthew C. Bassi (Community Development Director)
Abdu Lachgar, AICP (Associate Planner)
PlaceWorks
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
Contact: Karen Gulley
John Lloyd (Chairman)
Kim Strong (Vice-Chair)
Eric Filar
Brianna Bernard
Arrin Banks
Special thanks to Wildomar residents for their participation and input.

ACKNOWLEDGEMENTS
549

ADOPTED
September 9, 2020 - Council Resolution #2020-61

AMENDED
August 9, 2023 - Council Resolution #2023-XX

ADOPTION / AMENDMENT HISTORY
550
City of Wildomar
Multi-Family Residential Objective Design Standards

TABLE OF CONTENTS
A. CRAFTSMAN
P. 9 P. 15 P. 27
P. 33 P. 37 P. 41
C. FRENCH D. COLONIAL REVIVAL
E. GENERAL BUILDING

DESIGN STANDARDS
F. SITE DESIGN
STANDARDS G. DEFINITIONS
B. FARM CHIC
P. 21
P. 43
H. CHECKLIST
551
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS

PURPOSE
The Multi-Family Residential
Objective Design Standards
are intended to provide
developers, builders, and
architects with a clear
statement of the desired
architectural and site
design characteristics for
new multi-family residential
development in Wildomar
that enhances the area’s unique character and raises the quality of design within the city. Drawn from regional vernacular and contemporary styles, the Craftsman, Farm Chic, French and Colonial Revival descriptions and guidelines included herein are intended to establish a strong, consistent design image and direction that reflects the desires, aspirations and vision of the City of Wildomar.

The standards for the selected architectural styles respond to local architectural precedents, regional climate conditions, and local building practices and materials.

Site Design Standards are outlined to ensure that buildings contribute to creating high-quality neighborhoods and desirable places to live.

OVERVIEW AND APPLICATIONS
The standards are structured to create an easily understandable document using accessible language and imagery to convey architectural and site planning concepts. Precedent images, descriptive text and illustrative diagrams are utilized to communicate the essential features of each style. Within each style, required design elements relating to form and massing, roofs, walls and windows, materials and colors and architectural features are outlined. Additional treatments to heighten visual interest and design integrity are noted as well.

Site Design Standards outline best practices for the placement of buildings, the orientation of building entrances, the design of convenient pedestrian pathways, the use of landscape, and the design of outdoor spaces.

The intent of these standards is to establish a baseline of quality and uniformity to enhance the area’s built environment. The City of Wildomar encourages individual creativity in interpreting how to apply these standards to create unique and exemplary buildings and places. The Community Development Director may allow deviations from these design standards on a case by case basis. If the project requires Planning Commission approval, then deviations will be reviewed and approved by the Planning Commission.
552
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
USER’S GUIDE
The Wildomar Multi-Family Development Standards are a manual for developers and builders, architects and designers, and City staff involved in review and approval of multi-family development.

We suggest the following steps as a quick way to understand the different sections of the standards and how best to determine compliance with the Standards.

Step 1: Review the Site Plan Design Standards (Section F).

Site Planning involves a careful analysis of the opportunities and constraints of the site, including existing features such as mature trees, topography, and drainage patterns. The components of site development extend beyond building placement and configuration, including surrounding uses, retaining walls, landscape design, hardscape considerations, and parking. The Site Plan Design Standards outline a number of requirements on these topics.

Step 2: Review the General Building Design Standards (Section E). While new projects need not copy existing development, their mass and scale should respect adjacent building context. The General Building Design Standards establish requirements on these issues. Standards related to garage doors and entries are also established here. These standards apply no matter which stylistic precedent is being utilized for the project design.

Step 3: Review the Architectural Style Standards (Sections A-D).

The design and detailing of buildings is paramount to a quality environment. Architectural design elements and materials should be consistent throughout the project, recognizing that a building is 3-dimensional and must be well designed on all sides. Detailing, choice of materials, window and door choices should reinforce the overall project design. To provide guidance on architectural detailing, the Standards offer a menu of four architectural traditions individual buildings may be designed in. These styles are: Craftsman, Farm Chic, French, and Colonial Revival. Within each style description, various elements related to roof forms, windows, decorative details, and other topics are enumerated. The Architectural Style Standards require certain elements, while other elements may be selected from a menu of options. To encourage variety in design, projects that propose more than 15 individual buildings must utilize more than one architectural style. However, styles may not be mixed within a single building.
553
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
Step 4: Review the Wildomar Zoning Code and Complete the ODS Checklist
All developments must comply with the standards of the Wildomar Municipal Code Title 17 (Zoning).

To summarize requirements, this document includes a checklist of the standards as they relate to product type and location. The checklist should be reviewed and completed prior to project submittal to ensure all requirements are met and all guidelines have been considered.

Step 5: Consult with the Planning Department
It is highly recommended for prospective applicants to meet with planning staff and obtain and become familiar with the application and submittal requirements for a project, prior to a formal submittal. Additionally, the Planning Department recommends a Pre-Application Service required for all projects. A pre-application allows applicants to receive staff review from various departments prior to a formal application submittal. Formal submittal will also include the signed checklist to be reviewed by planning staff, approval will not be given or determined without a signed checklist.

Applicants shall follow application procedures as directed by staff. The City of Wildomar Municipal Code (WMC) establishes required procedures for submitting and reviewing development applications.
554
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS

ARCHITECTURAL STYLES
Architectural design elements and materials shall be consistent throughout the project, recognizing that a building is
3-dimensional and must be well designed on all sides. Detailing, choice of materials, window and door choices shall reinforce the overall project design. To provide guidance on architectural styles, the standards offer a menu of architectural traditions individual buildings may be designed in. The styles are as follows:
• Craftsman
• Farm Chic
• French
• Colonial Revival
Within each style description, various elements related to roof forms, windows, decorative details, and other topics are enumerated. The Architectural Style Standards require certain elements, while other decorative elements may be selected from a menu of options. To encourage variety in design, projects proposed with more than 15 individual residential buildings must utilize more than one of the defined architectural styles. However, styles may not be mixed within a single building.
a. Residential complex developments with 8-14 buildings1 shall provide a minimum of two (2) distinct color schemes. A single- color scheme shall be dedicated to no less than 30% of all residential buildings.
b. Residential complex developments with 15-29 buildings shall provide the following.
i. Two distinct different color schemes, and;
ii. Two architectural styles as described in this document (The number of buildings in single style shall be no less than 30% of the total buildings).
c. Residential complex developments with 30 or more buildings shall provide the following.
i. Three distinct different color schemes, and;
ii. Three architectural styles as described in this document (The number of buildings in single style shall be no less than 30% of the total buildings).
1 Excluding non-residential buildings such as commons buildings, carports, ser- vice structures, etc.
555

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
A. CRAFTSMAN
A.1 STYLE DESCRIPTION
The contemporary Craftsman or California Bungalow style is derived from the influential residential style that emerged in the early 20th century out of the Arts and Crafts movement. In Wildomar, this style is deployed to create a visually rich residential environment with allusions to regional history. As indicated in the accompanying precedent images and illustrative diagram, recognizable elements include the artful use of wood and natural materials, low-pitched gabled or hipped roofs, horizontal orientation and earth-toned colors. Common design elements also include exposed rafters and beams under eaves, decorative brackets and fasteners, full- or partial-width porches and large columns or piers. Though this style exhibits a horizontal emphasis, vertical architectural elements are often deployed to accentuate corners and entrances. Period Craftsman residences often featured exterior cladding of wood shingles or clapboard siding and details such as extended lintels and decorative lighting with geometric detailing.

CONTINUOUS MOLDING EMPHASIZES HORIZONTALITY

OVERHANGING EAVES WITH EXPOSED

RAFTER TAILS

WINDOW WITH MULLION AND

DIVIDED LITES

FIGURE A

DECORATIVE LIGHT FIXTURE

PARTIAL-WIDTH PORCH
WOOD 4-POST COLUMN WITH

STONE PIER

WOOD SHINGLES

LOW PITCHED GABLE ROOF

WINDOW BOX

BALCONY

TRELLIS
556

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.2.1 Multiple roof planes
A.2.2 Porches or balconies
A.2.3 Design elements that
emphasize horizontal orientation
A.2.4 Articulated facades with
frequent massing breaks
A.2.5 Low- to moderate-pitched roofs
with overhanging eaves
A.2 FORM & MASSING
557

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.3.1 Low- to moderate-pitched
gable or hipped roofs (maximum
6:12 slope)
A.3.2 Overhanging eaves (minimum
24 inches along primary elevation)
with exposed rafter tails or beams
A.3.3 Brackets or knee braces at
gabled ends
A.3.4 Use of wood or asphalt shingle
(cement or synthetic imitation
shingles may be used on a case-by-
case basis)
A.3 ROOF DESIGNS
558

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.4.1 At least 75 percent of windows
across the project shall Windows
have mullion and divided lites
A.4.2 Use of wood, engineered wood,
or fiber cement shingles or clapboard
siding
A.4.3 Utilize 4”-6” wood, engineered,
wood, cement fiber or similar
material trim around windows and
doors
A.4.4 Window and door trim color
shall contrast with color of walls
A.4 WALLS & WINDOW DESIGNS
559

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.5.1 Extensive use of wood and
natural materials such as arroyo
stone
A.5.2 Use of dark, neutral or earth-
toned colors
A.5 MATERIALS & COLORS
560

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
A.6.1 Porches with battered, square,
double post or 4-post columns of
stone or wood
A.6.2 Decorative lighting with
geometric detailing
A.6.3 Decorative downspouts
A.6.4 Use of moldings or extended
lintels to emphasize horizontality
A.6.5 Decorative joinery
A.6.6 Trellis
A.6.7 Window boxes
A.6.8 Decorative gable vents
A.6.9 Stained glass accents
A.6 DECORATIVE ACCENTS & DETAILS
561
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
B. FARM CHIC
B.1 STYLE DESCRIPTION
Farm Chic, or Modern Farmhouse, is a contemporary interpretation of traditional rural residential forms and materials. This style reflects Wildomar’s agricultural and ranching history and regional context. As indicated in the accompanying precedent images and illustrative diagram, the style utilizes elements such as vertical or horizontal wood siding, monochrome colors with contrasting accents and sparse or simple ornamentation.

Roofs are typically medium to high-pitched. Minimal detailing often includes awnings, porches and wall-mounted gooseneck lights.

FIGURE B

HIGH PITCHED ROOF ACCENTUATED VERTICAL

ORIENTATION

DORMERS

MONOCHROME COLOR WITH

CONTRASTING ACCENTS

HORIZONTAL AND VERTICAL

WOOD BOARD AND BATTEN
SIDING

MULTIPLE ROOF PLANES

FIXED AWNING

WITHOUT SIDES

CASEMENT WINDOWS

WITH MUNTINS
562
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.2.1 Multi-story with medium-
to high-pitched roof forms
accentuating vertical orientation
B.2.2 Incorporate farm and ranch
forms inspired by barns, silos, sheds,
tank houses and granary towers
B.2.3 Multiple gable and shed roof
planes
B.2.4 Covered porches and awnings
to break up volumes between lower
and upper floors
B.2 FORM & MASSING
563
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.3.1 Medium to high-pitched
(minimum 6:12 slope)
B.3.2 Front and/or side facing gables
B.3.3 Variation in heights and/or
planes
B.3.4 Asphalt shingle and metal roofs
B.3 ROOF DESIGNS
564
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.4.1 Utilize board and batten siding,
corrugated panels to give texture
and variation to exterior walls
B.4.2 Minimal molding (4”-6”) around
window and door openings
B.4.3 At least 60 percent of windows
shall be double hung or casement
windows with muntins
B.4.4 Contrast color of window sash
with color of the body of the building
B.4 WALLS & WINDOW DESIGNS
565
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.5.1 Unadorned materials: metal,
wood, masonry
B.5.2 Neutral or muted colors should
be predominant
B.5.3 Monochrome accents of doors,
windows or architectural features
encouraged
B.5.4 Stucco shall not exceed 40
percent of the surface area on
elevations that face public streets,
private streets or common open
spaces. For the purposes of this
requirement, window glazing is
considered a contrasting material.

B.5 MATERIALS & COLORS
566
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements (2 or more)
B.6.1 Wall-mounted gooseneck lights
B.6.2 Fixed wood or metal awning
without sides
B.6.3 Porches with ceiling fans
B.6.4 Exposed rafter tails and
brackets
B.6.5 Dormers
B.6 DECORATIVE ACCENTS & DETAILS
567
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
C. FRENCH
C.1 STYLE DESCRIPTION
Residential architecture in the French style draws on that country’s long tradition of domestic building forms. As indicated in the accompanying precedent images and illustrative diagram, multi-family variants of the French style typically display a symmetrical facade dominated by a steeply-pitched hipped or mansard roof with dormers. This variant exhibits formal renaissance detailing, distinguishing it from the asymmetrical varieties that draw on French farmhouse, cottage or chateau precedents.

Brick, stone and stucco cladding are typical. Stylistic details often include segmental arches around doors and windows, quoins at corners, and open terraces, porches and balconies with balustrades or metal railings.

SYMMETRICAL FAÇADE

STEEPLY PITCHED ROOF

WITH SHINGLES

STUCCO AND BRICK CLADDING

STUCCO AND BRICK

CLADDING

RECESSED ENTRYQUOINS AT CORNERS

DECORATIVE METAL LIGHT FIXTURE

TRIM CONTRASTS WITH

CLADDING BALCONY WITH BALUSTRADE

DECORATIVE JULIET

BALCONY

OVERHANGING EAVES

GABLE DORMER

FIGURE C
568
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.2.1 Symmetrical organization of
compositional elements
C.2.2 Porches and balconies
C.2.3 Prominent roof form
C.2.4 At least 60 percent of windows
and doors shall have a vertical
orientation with a proportion 2x or
more taller than wide
C.2 FORM & MASSING
569
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.3.1 Hipped or Mansard roof with
dormers
C.3.2 High-pitched roof (minimum
6:12 slope)
C.3.3 Asphalt shingles
C.3.4 Moderately overhanging eaves
(maximum 12 inches)
C.3 ROOF DESIGNS
570
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.4.1 Vertically-oriented rectangular
windows arranged in symmetrical
patterns
C.4.2 Articulated lintels and sills
C.4.3 Window trim that contrasts
with the color of body of the building
C.4.4 Windows shall be recessed no
deeper than 3 inches from outer wall
C.4 WALLS & WINDOW DESIGNS
571
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.5.1 Brick, stone or smooth stucco
cladding
C.5.2 Off-white and earth tones
C.5.3 White or contrasting trim
C.5.4 Asphalt shingles
C.5 MATERIALS & COLORS
572
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
C.6.1 Quoins at corners; color should
contrast with body of the building
C.6.2 Entry accents with real or faux
stone
C.6.3 Recessed entries
C.6.4 Open terraces, porches and
balconies with balustrades or metal
railings
C.6.5 Horizontal moulding accents
C.6.6 Decorative metal light fixtures
C.6.7 Arched windows, dormers or
doors
C.6 DECORATIVE ACCENTS & DETAILS
573

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
D. COLONIAL REVIVAL
D.1 STYLE DESCRIPTION
The Colonial Revival and New Traditional styles of multi-family housing incorporate elements of American domestic architecture dating back to the early English and Dutch houses built in the first century of colonial settlement. These precedents have been interpreted and re-interpreted during successive waves of residential design and development over the past 140 years, and presently incorporate an eclectic mixture of elements. Common characteristics of new Colonial Revival and New Traditional buildings include materials such as wood and brick; front entrances accentuated with pediments and pilasters; windows with double-hung sashes and articulated lintels and sills; and porches supported by thin columns.

FIGURE D

DECORATIVE ROOF VENT

DENTIL MOLDING

SIDE-GABLED MEDIUM-PITCHED

ROOF WITH ASPHALT SHINGLES

ALTERNATING COLORS

AND MATERIALS

MAIN ENTRY ACCENTUATED WITH

PEDIMENT AND PILASTERS SHALLOW PORCH WITH SLENDER

COLUMNS
FLAT FAÇADE

RECTANGULAR DOUBLE-

HUNG WINDOWS WITH

LINTEL AND SILL DETAIL

SHUTTERS CONTRAST

WITH BODY COLOR
574

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.2.1 Accentuated front entrance
D.2.2 Flat facades
D.2.3 Porches and shallow
projections allowed
D.2.4 Side-gabled and front-gabled
roof forms
D.2 FORM & MASSING
575

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.3.1 Side-gabled, with added front-
gables allowed
D.3.2 Medium to High-pitched roof
(minimum 6:12 slope)
D.3.3 Asphalt shingles
D.3 ROOF DESIGNS
576

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.4.1 Rectangular windows oriented
vertically
D.4.2 Windows detailed with arched
or flat lintels and sills
D.4.3 Double-hung sashes with
muntins
D.4 WALLS & WINDOW DESIGNS
577

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.5.1 Brick cladding, wood or vinyl
siding shall be applied to at least
50 percent of the surface area on
elevations that face public streets,
private streets or common open
spaces. For the purposes of this
requirement, window glazing is
considered a contrasting material.

D.5.2 Attached townhomes shall
alternate color and cladding from
one unit to the next
D.5.3 Off-white and earth tones,
muted colors
D.5.4 Asphalt shingles
D.5.5 When shutters are utilized, their
color shall contrast with the body of
the building
D.5 MATERIALS & COLORS
578

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
D.6.1 Front doors with fanlights or
sidelights
D.6.2 Front doors accented with
pediments and pilasters
D.6.3 Shallow porches with slender
columns
D.6.4 Arched windows, dormers or
doors
D.6.5 Decorative attic vents
D.6.6 Dentil molding at roofline
D.6.7 Dormers
D.6 DECORATIVE ACCENTS & DETAILS
579

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E.1 NEIGHBORHOOD COMPATIBILITY
E.1.1 Duplexes, triplexes, and fourplexes abutting
single-family neighborhoods shall include
individual front doors and interior stairs (when
stairs are needed).

This section describes the general building design standards that are intended to ensure a minimum standard of design and construction quality in the development of new multi-family residential projects in Wildomar. These standards apply no matter which stylistic precedent is being utilized for the project design. They are intended to work in concert with the standards for multi-family residential buildings described in the City’s zoning code. If there is any conflict between the two, the zoning standards shall take precedence.

E. GENERAL BUILDING DESIGN STANDARDS
E.2 BUILDING DESIGN
E.2.1 Buildings shall carry the same approach
to form and massing, roof design, wall and
window design, and materials and colors on
all elevations. Decorative accents and details
are optional for side and rear elevations.

E.2.2 Blank walls (facades without doors,
windows, landscaping treatments) shall be
less than 30 feet in length.

NOT Recommended: Building has different form and
elements that cause loss of unity.

NOT Recommended: Building has a long blank or plain
facade.
580

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E.2.3 Buildings over three stories must
provide a ground floor elevation that
is distinctive from the upper stories by
providing a material change between the
first floor and upper floors along at least 75%
of the building façade with frontage upon a
street, adjacent public park or public open
space.

E.2.4 Trim surrounds shall be provided at all
exterior window and door openings. In lieu
of exterior window trim, windows can be
recessed from wall plane by a minimum of
three inches.

E.2.5 Special architectural treatments (i.e.,
feature entry location, feature window
detail, tower, etc.) shall be provided at street
corners and other important focal points.

E. GENERAL BUILDING DESIGN STANDARDS
(CONT.)
Recommended: Buildings over three stories must provide a ground floor elevation that is distinctive from the upper stories.

Recommended: Trim shall be provided
at all exterior window and door
openings
Recommended: Special architectural
treatments shall be provided at street
corners.

MIN 3”
RECESS
WINDOW

HAS TRIMS
581

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E. GENERAL BUILDING DESIGN STANDARDS
(CONT.)
Recommended: Front doors shall
orient towards and be visible from
the street.

Recommended: Parking in on
the back of the building.

Recommended: Building articulation helps to break up building mass and add visual interest
NOT Recommended: Parking is
visible from the street.

E.2.6 Front doors shall orient towards and be visible
from the street.

E.2.7 Building front elevations shall emphasize
entries, porches and other living areas. No garages
shall be forward of architecture and no more than
50% of front facing garages shall be located within
20’ of the property line.

E.3 MASSING/ARTICULATION
E.3.1 Buildings over three stories tall shall have
major massing breaks at least every 100 feet along
any street frontage, adjacent public park, publicly
accessible outdoor space, or designated open space,
through the use of varying setbacks and/or building
entries. Major breaks shall be a minimum of 30
inches deep and four feet wide and extend the full
height of the building.

E.3.2 Buildings shall have minor massing breaks
at least every 50 feet along the street frontage,
through the use of varying setbacks, building entries
and recesses, or structural bays. Minor breaks shall
be a minimum of 12 inches deep and four feet wide
and extend the full height of the building.

E.3.3 Rooflines shall be vertically articulated at least every 50 feet along the street frontage, through
the use of architectural elements such as parapets,
varying cornices, reveals, clerestory windows, and
varying roof height and/or form.
582
City of Wildomar
Multi-Family Residential Objective Design Standards

OPEN SPACE AND LANDSCAPINGBUILDING AND PARKING
F. SITE DESIGN STANDARDS
F.1 OVERVIEW
The design of a project on the site is as important as the design of the building itself. The placement of buildings and pedestrian connectivity to open spaces affect quality of life as much as landscape, building shape, and materials. People live both in and around buildings so the outside living space should be as well designed as the inside.

These site design standards should be used in conjunction with the zoning standards found in the Wildomar Municipal Code.

F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.2.1 Building entries shall face the primary public
street with pedestrian access provided from
sidewalks to all building entries, parking areas,
and publicly accessible open spaces. For larger
sites with multiple buildings, building entries may
also be oriented to face internal open spaces,
paseos, and recreation amenities.

F.2.2 A minimum of 60% of the street frontage
shall be devoted to buildings located between
the minimum and maximum front setback lines.

The remaining 40% may be devoted to parking.

F.2.3 Parking areas, covered and uncovered,
shall be screened from public street frontages.

Screening may be accomplished through
building placement, landscaping, fencing, or
some combination thereof. Landscaping for
screening purposes shall be no less than four feet
tall. Fencing shall comply with the WMC.

F.2.4 For multifamily projects located across
the street from a single-family residential zone,
parking lot areas and carports shall not be located
along the single-family neighborhood street
frontages.

F.2 BUILDING AND PARKING
Building entries face
common open space
or paseos
Building entries face
public street
A minimum of 60% of
the street frontage shall
be devoted to buildings
584
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.3 BUILDING AND PARKING
Building have views to the open space.

Ground floor shall be elevated
from the street to protect
pravicy.

Parking shall be screened from
public street frontages.

MIN. 21”
F.2.5 A minimum of one window from each
residential unit shall be located to overlook a
landscaped private or common open space
area.

F.2.6 If adjacent to a single-family residential
zone, windows, balconies or similar openings
shall be oriented so as not to have a direct
line-of-sight into adjacent units or onto private
patios or backyards adjoining the property line.

This can be accomplished through: stepbacks
of upper stories; window placement; use of
clerestory windows, glass block or opaque
glass; or mature landscaping within the rear or
side setback areas.

F.2.7 Controlled entrances to parking facilities
(gates, doors, etc.) shall be located a minimum
of 18 feet from the back of sidewalk, in order
to accommodate a minimum of one vehicle
entering the facility.

F.2.8 Ground floor residential fronting or siding
onto an arterial roadway shall be elevated at
least 21 inches above the finished grade of the
sidewalk.
585
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.4.1 Minimum Requirements for Recreational-Leisure Areas (RLA):

F.4.1.1 400 square feet per dwelling unit
F.4.1.2 Minimum Dimensions (in either direction)
○ Private areas:7 feet
○ Common areas: 20 feet
○ Pedestrian walkway width: 6 feet
○ Courtyard internal to a project, or enclosed on at least three sides:
40 feet
F.4.1.3 Outdoor recreational-leisure areas may be provided by private areas, common areas, or a combination of both.

F.4.1.4 Depending on the number of dwelling units, common outdoor recreational-leisure area shall be provided to the meet the following criteria per dwelling unit:
○ Ten (10) to fifty (50) dwelling units: minimum of one (1) space, twenty (20) feet minimum dimension (four hundred square feet total, minimum);
○ Fifty-one (51) to one hundred (100) dwelling units: minimum of one (1) space, thirty (30) feet minimum dimension (nine hundred square feet total, minimum);
○ One hundred one (101) or more dwelling units: minimum of two (2) spaces, forty (40) feet minimum dimension (three thousand two hundred square feet total).

F.4 OPEN SPACE AND RECREATION
F.4.1.5 The common recreational-leisure area may be composed of active or passive facilities, and may incorporate any required setback areas other than street setback areas and required landscape setbacks, but shall not include or incorporate any driveways, street side sidewalks, or parking areas, trash pickup or storage areas or utility areas.

F.4.1.6 All common RLAs shall be improved as either active (child play areas, pools, recreation facilities, etc.) or passive facilities (gardens, barbeque facilities, seating areas, etc.) with landscaping or hardscape elements designed to serve the residents of the project.

F.4.1.7 All common open spaces shall interface with adjacent buildings via direct connections through doors, windows, and entryways. Any security fencing shall comply with WMC Section 17.172.205.

F.4.1.8 No more than 25 percent of common recreational-leisure area can be in hardscape.

F.4.1.9 All common areas shall be developed and professionally maintained in accordance with approved landscape and irrigation plans.
586
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
ALLEY
ALLEY

PUBLIC STREET
587
G. DEFINITIONS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
G. DEFINITIONS
A WNING: An architectural fabric or metal projection that provides weather protection, building identity, or decoration, and is wholly supported by the building to which it is attached. An awning is comprised of a lightweight frame structure over which a cover is attached.

BALUSTRADE: An entire railing system, as along the edge of a balcony, including a top rail, bottom rail and balusters.

BATTERED: Those forms that slope from a true vertical plane from bottom to top, as in the outside surface of a wall.

BOARD AND BATTEN: a form of sheathing for wood frame
buildings consisting of wide boards, usually placed vertically, whose joints are covered by narrow strips of wood over joints or cracks.

BRACKETS: A projection from a vertical surface providing structural or visual support under cornices, balconies, windows, or any other overhanging member.

CLERESTORY: An upper story or row of windows rising above the adjoining parts of the roof, designed to admit increased light into the inner space of the building.

CORNICE: The uppermost division of an entablature; a projecting shelf along the top of a wall supported by a series of brackets; the exterior trim at the meeting of a roof and wall, consisting of soffit, fascia and crown molding.

CORRUGATED PANELS: Panels shaped into folds of parallel and alternating ridges and valleys, either to provide additional strength, or to vary the surface pattern.

DECORATIVE GABLE VENTS: A non-venting louver mounted in the top of the gable.

DECORATIVE JOINERY: Embellishments or ornamental features used for decoration at the juncture of structural elements.

DENTIL: A series of closely spaced ornamental rectangular blocks resembling teeth, used as moldings most often in continuous bands just below the cornice.

DIVIDED LITE: Individual panes of glass held in place by wood or synthetic material to create a pattern.

DORMER: A structure projecting from a sloping roof usually housing a vertical window that is placed in a small gable, or containing a ventilating louver.

DOWNSPOUT: a vertical pipe that carries water from the roof gutters to the ground or cistern.

FANLIGHT: A semicircular window, usually over a door with radiating bars suggesting an open fan.

FRONT-GABLED ROOF: A gabled-roof that faces the road or main entrance.

GABLE: The entire triangular end of a wall, above the level of eaves, the top of which conforms to the slope of the roof which abuts against it, sometimes stepped and sometimes curved in a scroll shape.

GABLE ROOF: A roof having a gable at one or both ends; a roof sloping downward in two opposite directions from a central ridge, so as to form a gable at each end.
588
G. DEFINITIONS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
GOOSENECK LIGHTS: A type of light fixture in which a lamp or lightbulb is attached to a flexible, adjustable shaft to allow the user to position the light source without moving the fixture or item to be illuminated.

HIPPED ROOF: A roof which slopes upward from all four sides of a building, requiring a hip rafter at each corner.

JULIET BALCONY: A pseudo balcony; a low ornamental railing to a window, projecting but slightly beyond the plane of the window, threshold or sill, having the appearance of a balcony when the window is fully open.

KNEE BRACE: A diagonal corner member for bracing the angle between two jointed members; being joined to each other partway along its path serves to stiffen and strengthen the joint.

LINTEL: The horizontal beam that forms the upper structural member of an opening for a window or door and supports part of the structure above it.

MANSARD ROOF: A roof with a steep lower slope and a flatter upper slope on all sides, either of convex or concave shape.

MULLION: A dividing piece between the lights of windows, usually taking on the characteristics of the style of the building.

MUNTIN: A secondary framing member to hold panes in a
window, window wall, or glazed door; an intermediate vertical member that divides panels of a door.

OVERHANGING EA VES: The projecting overhang at the lower edge of a roof that sheds rainwater.

PARAPET: A low protective wall or railing along the edge of a roof, balcony, or similar structure; in an exterior wall, the part entirely above the roof.

PEDIMENTS: A low-pitched triangular gable above the doorway or above a window; a triangular gable end of the rood above the horizontal cornice, often with sculpture.

PILASTER: A partial pier or column, often with a base, shaft and capital, that is embedded in a flat wall and projects slightly; may be constructed as a projection of the wall itself.

QUOIN: One of a series of stones or bricks used to mark or visually reinforce the exterior corners of a building; often through a contrast of size, shape, color or material, which may be imitated in non-load- bearing material.

RAFTER TAILS: The portion of the rafter that hangs over the wall.

REVEAL: The visible side of an opening for a window or doorway between the framework and outer surface of the wall; where the opening is not filled with a door or window, the whole thickness of the wall.

SHUTTER: Each of a pair of hinged panels, often louvered, fixed inside or outside a window that can be closed for security or privacy or to keep out light.

SIDE-GABLED ROOF: A gabled-roof that faces either side of the main entrance.

SILL: The horizontal exterior member at the bottom of a window or door opening, usually sloped away from the bottom of the window or door for drainage of water and overhanging the wall below.

TOWNHOME: An urban building without side yards, containing one residence on one or more floors.

TRELLIS: A structural frame supporting an open latticework or grating constructed of either metal or wood, used to support plants or vines or left exposed.

WINDOW SASH: The moveable part of a window made up of the vertical and horizontal frame that holds the glass.
589
City of Wildomar
Multi-Family Residential Objective Design Standards

H. DESIGN STANDARDS CHECKLIST
This Checklist is intended as an overview of the requirements for Multifamily development projects in the City of Wildomar. Additional information and plans may be required to evaluate your application following initial review by staff. A copy of this list will be used to check your application for completeness after it is submitted. Applications not containing the necessary information as shown on this Checklist will not be accepted for review.

To use the checklist correctly, follow the steps below:

Step 1: Review the Site Plan Design Standards (Section F). Site Planning involves a careful analysis of the opportunities and constraints of the site, including existing features such as mature trees, topography, and drainage patterns. The components of site development extend beyond building placement and configuration, including surrounding uses, retaining walls, landscape design, hardscape considerations, and parking. The Site Plan Design Standards outline a number of requirements on these topics.

Step 2: Review the General Building Design Standards (Section E).

While new projects need not copy existing development, their mass and scale should respect adjacent building context. The General Building Design Standards establish requirements on these issues. Standards related to garage doors and entries are also established here. These standards apply no matter which stylistic precedent is being utilized for the project design.

Step 3: Review the Architectural Style Standards (Sections A-D). The design and detailing of buildings is paramount to a quality environment.

Architectural design elements and materials should be consistent throughout the project, recognizing that a building is 3-dimensional and must be well designed on all sides. Detailing, choice of materials, window and door choices should reinforce the overall project design. To provide guidance on architectural detailing, the Standards offer a menu of four architectural traditions individual buildings may be designed in. These styles are: Craftsman, Farm Chic, French, and Colonial Revival.

Within each style description, various elements related to roof forms, windows, decorative details, and other topics are enumerated. The Architectural Style Standards require certain elements, while other elements may be selected from a menu of options. Projects composed of multiple buildings may utilize multiple styles.

As you go through the checklist, check each “Complete” box under “Applicant” to indicate that the information has been provided and sign below once Checklist is complete. If you believe an item is not applicable to your application, check the “N/A” box under “Applicant” and provide justification why the standard does not apply. 590
Design Standards Checklist
Site Design Standards (Section F) Applicant City Use Only Yes No N/A Yes No N/A
Building and Parking (see Sections F.2-F.3)
F.2.1: Do building entries face the primary public street (or on site with multiple buildings, internal open spaces, paseos, or recreation amenities) with pedestrian access provided from sidewalks to all building entries, parking areas, and publicly accessible open spaces? F.2.2: Is at least 60% of the street frontage located between the minimum and maximum front setback lines devoted to buildings? The remaining 40% may be devoted to parking? F.2.3: Are parking areas, covered and uncovered, screened from public street frontages? Screening may be accomplished through building placement, landscaping, fencing, or some combination thereof.

Landscaping for screening purposes shall be no less than four feet tall. Fencing shall comply with the WMC.

F.2.4: If located across the street from a single-family residential zone, are parking lot areas and carports located away from the single-family neighborhood street frontages? F.2.5: Is at least one window from each residential unit located to overlook a landscaped private or common open space area?
F.2.6: If adjacent to a single-family residential zone, are windows, balconies or similar openings oriented so as not to have a direct line-of sight into adjacent units or onto private patios or backyards adjoining the property line? This can be accomplished through: stepbacks of upper stories; window placement; use of clerestory windows, glass block or opaque glass; or mature landscaping within the rear or side setback areas.

F.2.7: Are controlled entrances to parking facilities (gates, doors, etc.) located a minimum of 18 feet from the back of sidewalk, in order to accommodate a minimum of one vehicle entering the facility? F.2.8: Is the residential ground floor facing an arterial roadway elevated at least 21 inches above the finished grade of the sidewalk?
591
Design Standards Checklist
Site Design Standards (Section F) Applicant City Use Only Yes No N/A Yes No N/A
Open Space and Recreation (See Section F.4) Is the proposed project consistent with the following minimum standards for Recreational-Leisure Areas? F.4.1.1: 400 square feet per dwelling unit
F.4.1.2: Minimum Dimensions (in either direction)?
• Private areas:7 feet
• Common areas: 20 feet
• Pedestrian walkway width: 6 feet
• Courtyard internal to a project, or enclosed on at least three sides: 40 feet F.4.1.3: Outdoor recreational-leisure areas may be provided by private areas, common areas, or a combination of both
F.4.1.4: Depending on the number of dwelling units, common outdoor recreational-leisure area shall be provided to the meet the following criteria per dwelling unit:
• Ten (10) to fifty (50) dwelling units: minimum of one (1) space, twenty (20) feet minimum dimension (four hundred square feet total, minimum);
• Fifty-one (51) to one hundred (100) dwelling units: minimum of one (1) space, thirty (30) feet minimum dimension (nine hundred square feet total, minimum); • One hundred one (101) or more dwelling units: minimum of two (2) spaces, forty (40) feet minimum dimension (three thousand two hundred square feet
F.4.1.5: The common recreational-leisure area may be composed of active or passive facilities, and may incorporate any required setback areas other than street setback areas and required landscape setbacks, but shall not include or incorporate any driveways, street side sidewalks, or parking areas, trash pickup or storage areas or utility areas
F.4.1.6: All common RLAs shall be improved as either active (child play areas, pools, recreation facilities, etc.) or passive facilities (gardens, barbeque facilities, seating areas, etc.) with landscaping or hardscape elements designed to serve the residents of the project.

F.4.1.7: All common open spaces shall interface with adjacent buildings via direct connections through doors, windows, and entryways. Any security fencing shall comply with WMC Section 17.172.205.

F.4.1.8: No more than 25 percent of common recreational-leisure area can be in hardscape.

F.4.1.9: All common areas shall be developed and professionally maintained in accordance with approved landscape and irrigation
592
Design Standards Checklist
General Building Design Standards (Section E) Applicant City Use Only Yes No N/A Yes No N/A
Neighborhood Compatibility
E.1.1: Do duplexes, triplexes, and fourplexes abutting single-family neighborhoods include individual front doors and interior stairs (when stairs are needed)? Building Design
E.2.1: Do buildings carry the same approach to form and massing, roof design, wall and window design, and materials and colors on all elevations? Decorative accents and details are optional for side and rear elevations.

E.2.2: Are blank walls (facades without doors, windows, landscaping treatments) less than 30 feet in length?
E.2.3: Do buildings over three stories provide a ground floor elevation that is distinctive from the upper stories by providing a material change between the first floor and upper floors along at least 75% of the building façade with frontage upon a street, adjacent public park or public open space? E.2.4: Are trim surrounds provided at all exterior window and door openings? In lieu of exterior window trim, windows can be recessed from wall plane by a minimum of three inches.

E.2.5: Are special architectural treatments (i.e., feature entry location, feature window detail, tower, etc.) provided at street corners and other important focal points? E.2.6: Are front doors oriented towards and visible from the street? E.2.7: Do the front elevations of buildings emphasize entries, porches and other living areas? No garages shall be forward of architecture and no more than 50% of front facing garages shall be located within 20’ of the property line.

Massing / Articulation
E.3.1: Do buildings over three stories tall have major massing breaks at least every 100 feet along any street frontage, adjacent public park, publicly accessible outdoor space, or designated open space, through the use of varying setbacks and/or building entries? Major breaks shall be a minimum of 30 inches deep and four feet wide and extend the full height of the building.

E.3.2: Do the buildings have a minor massing breaks at least every 50 feet along the street frontage, through the use of varying setbacks, building entries and recesses, or structural bays? Minor breaks shall be a minimum of 12 inches deep and four feet wide and extend the full height of the building.

E.3.3: Are rooflines vertically articulated at least every 50 feet along the street frontage, through the use of architectural elements such as parapets, varying cornices, reveals, clerestory windows, and varying roof height and/or form?
593
Design Standards Checklist
Architectural Style Standards - Craftsman (Section A) Applicant City Use Only Yes No Yes No
A.2 Form & Massing – Does the proposed project include the following? Multiple roof planes
Porches or balconies
Design elements that emphasize horizontal orientation
Articulated facades with frequent massing breaks
Low- to moderate-pitched roofs with overhanging eaves
A.3 Roof Designs – Does the proposed project include the following? Low- to moderate-pitched gable or hipped roofs (maximum 6:12 slope) Overhanging eaves (minimum 24 inches along primary elevation) with exposed rafter tails or beams Brackets or knee braces at gabled ends
Use of wood or asphalt shingle
A.4 Wall & Window Designs – Does the proposed project include the following? Windows have mullion and divided lites
Use of wood shingles or clapboard siding
Utilize wooden trim around windows and doors
Window and door trim color shall contrast with color of walls A.5 Materials & Colors – Does the proposed project include the following? Extensive use of wood and natural materials such as arroyo stone Use of dark, neutral or earth-toned colors
A.6 Decorative Accents & Details – Does the proposed project include at least 3 of the following? Porches with battered, square, double post or 4-post columns of stone or wood Decorative lighting with geometric detailing
Decorated downspouts
Use of moldings or extended lintels to emphasize horizontality Decorative joinery
Trellis
Window boxes
Decorative gable vents
Stained glass accents
594
Design Standards Checklist
Architectural Style Standards - Farm Chic (Section B) Applicant City Use Only Yes No Yes No
B.2 Form & Massing – Does the proposed project include the following? Multi-story with medium- to high- pitched roof forms accentuating vertical orientation Incorporate farm and ranch forms inspired by barns, silos, sheds, tank houses and granary towers Multiple gable roof planes
Covered porches and awnings break up volumes between lower and upper floors B.3 Roof Designs – Does the proposed project include the following? Medium to high-pitched (minimum 6:12 slope)
Front and/or side facing gables
Variation in heights and/or planes
Asphalt shingle and metal roofs
B.4 Wall & Window Designs – Does the proposed project include the following? Utilize board and batten siding, corrugated panels to give texture and variation to exterior walls Minimal molding around window and door openings
Double hung or casement windows with muntins
Contrast color of window sash with color of the body of the building B.5 Materials & Colors – Does the proposed project include the following? Unadorned materials: metal, wood, masonry
Neutral or muted colors should be predominant
Monochrome accents of doors, windows or architectural features encouraged Stucco shall not exceed 40% of the facade
B.6 Decorative Accents & Details – Does the proposed project include at least 2 of the following? Wall-mounted gooseneck lights
Fixed wood or metal awning without sides
Porches with ceiling fans
Exposed rafter tails and brackets
Dormers
595
Design Standards Checklist
Architectural Style Standards - French (Section C) Applicant City Use Only Yes No Yes No
C.2 Form & Massing – Does the proposed project include the following? Symmetrical organization of compositional elements
Porches and balconies
Prominent roof form
Windows and doors that emphasize vertical orientation
C.3 Roof Designs – Does the proposed project include the following? Hipped or Mansard roof with dormers
High-pitched roof (minimum 6:12 slope)
Asphalt shingles
Moderately overhanging eaves (maximum 12 inches)
C.4 Wall & Window Designs – Does the proposed project include the following? Vertically-oriented rectangular windows arranged in symmetrical patterns Articulated lintels and sills
Window trim that contrasts with the color of body of the buildin Windows shall be recessed no deeper than 3 inches from outer wall C.5 Materials & Colors – Does the proposed project include the following? Brick, stone or smooth stucco cladding
Off-white and earth tones
White or contrasting trim
Asphalt shingles
C.6 Decorative Accents & Details – Does the proposed project include at least 3 of the following? Quoins at corners; color should contrast with body of the building Entry accents with real or faux stone
Recessed entries
Open terraces, porches and balconies with balustrades or metal railings Horizontal molding accents
Decorative metal light fixtures
Arched windows, dormers or doors
596
Design Standards Checklist
Architectural Style Standards - Colonial Revival (Section D) Applicant City Use Only Yes No Yes No
D.2 Form & Massing – Does the proposed project include the following? Accentuated front entrance
Flat facades
Porches and shallow projects allowed
Side-gabled and front-gabled roof forms
D.3 Roof Designs – Does the proposed project include the following? Side-gabled, with added front-gables allowed
Medium to high-pitched roof (minimum 6:12 slope)
Asphalt shingles
D.4 Wall & Window Designs – Does the proposed project include the following? Rectangular windows oriented vertically
Windows detailed with arched or flat lintels and sills
Double-hung sashes with muntins
D.5 Materials & Colors – Does the proposed project include the following? Brick cladding, wood or vinyl siding
Attached townhouses shall alternate color and cladding from one unit to the next Off-white and earth tones, muted colors
Asphalt shingles
When shutters are utilized, their color shall contrast with the body of the building D.6 Decorative Accents & Details – Does the proposed project include at least 3 of the following? Front doors with fanlights or sidelights
Front doors accented with pediments and pilasters
Shallow porches with slender columns
Arched windows, dormers or doors
Decorative attic vents
Dentil molding at roofline
Dormers
597
City of Wildomar

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
Adopted September 9, 2020
DRAFT AMENDMENTS June 22, 2023
Attach C - Redline Version
598

CITY COUNCIL CITY STAFF

CONSULTANTPLANNING COMMISSION
Dustin Nigg (Mayor)
Bridgette Moore (Mayor Pro Tem)
Ben J. Benoit
Joseph Morabito
Marsha Swanson
Matthew C. Bassi (Planning Community Development
Director)
Abdu Lachgar, AICP (Associate Planner)
PlaceWorks
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
Contact: Karen Gulley
John Lloyd (Chairman)
Kim Strong (Vice-Chair)
Eric Filar
Brianna Bernard
Arrin Banks
Special thanks to Wildomar residents for their participation and input.

ACKNOWLEDGEMENTS
599

ADOPTED
September 9, 2020 - Council Resolution #2020-61

AMENDED
August 9, 2023 - Council Resolution #20-2023-XX

ADOPTION / AMENDMENT HISTORY
600
City of Wildomar
Multi-Family Residential Objective Design Standards

TABLE OF CONTENTS
A. CRAFTSMAN
P. 9 P. 15 P. 27
P. 33 P. 37 P. 41
C. FRENCH D. COLONIAL REVIVAL
E. GENERAL BUILDING

DESIGN STANDARDS
F. SITE DESIGN
STANDARDS G. DEFINITIONS
B. FARM CHIC
P. 21
P. 43
H. CHECKLIST
601
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS

PURPOSE
The Multi-Family Residential
Objective Design Standards
are intended to provide
developers, builders, and
architects with a clear
statement of the desired
architectural and site
design characteristics for
new multi-family residential
development in Wildomar
that enhances the area’s unique character and raises the quality of design within the city. Drawn from regional vernacular and contemporary styles, the Craftsman, Farm Chic, French and Colonial Revival descriptions and guidelines included herein are intended to establish a strong, consistent design image and direction that reflects the desires, aspirations and vision of the City of Wildomar.

The standards for the selected architectural styles respond to local architectural precedents, regional climate conditions, and local building practices and materials.

Site Design Standards are outlined to ensure that buildings contribute to creating high-quality neighborhoods and desirable places to live.

OVERVIEW AND APPLICATIONS
The standards are structured to create an easily understandable document using accessible language and imagery to convey architectural and site planning concepts. Precedent images, descriptive text and illustrative diagrams are utilized to communicate the essential features of each style. Within each style, required design elements relating to form and massing, roofs, walls and windows, materials and colors and architectural features are outlined. Additional treatments to heighten visual interest and design integrity are noted as well.

Site Design Standards outline best practices for the placement of buildings, the orientation of building entrances, the design of convenient pedestrian pathways, the use of landscape, and the design of outdoor spaces.

The intent of these standards is to establish a baseline of quality and uniformity to enhance the area’s built environment. The City of Wildomar encourages individual creativity in interpreting how to apply these standards to create unique and exemplary buildings and places. The Planning Community Development Director may allow deviations from these design standards on a case by case basis , as approved by the Planning Commission .

The deviations shall be limited to design elements related to solar panel installation, wood siding and/or window type . If the project requires Planning Commission approval, then deviations will be reviewed and approved by the Planning Commission. 602
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
USER’S GUIDE
The Wildomar Multi-Family Development Standards are a manual for developers and builders, architects and designers, and City staff involved in review and approval of multi-family development.

We suggest the following steps as a quick way to understand the different sections of the standards and how best to determine compliance with the Standards.

Step 1: Review the Site Plan Design Standards (Section F).

Site Planning involves a careful analysis of the opportunities and constraints of the site, including existing features such as mature trees, topography, and drainage patterns. The components of site development extend beyond building placement and configuration, including surrounding uses, retaining walls, landscape design, hardscape considerations, and parking. The Site Plan Design Standards outline a number of requirements on these topics.

Step 2: Review the General Building Design Standards (Section E). While new projects need not copy existing development, their mass and scale should respect adjacent building context. The General Building Design Standards establish requirements on these issues. Standards related to garage doors and entries are also established here. These standards apply no matter which stylistic precedent is being utilized for the project design.

Step 3: Review the Architectural Style Standards (Sections A-D).

The design and detailing of buildings is paramount to a quality environment. Architectural design elements and materials should be consistent throughout the project, recognizing that a building is 3-dimensional and must be well designed on all sides. Detailing, choice of materials, window and door choices should reinforce the overall project design. To provide guidance on architectural detailing, the Standards offer a menu of four architectural traditions individual buildings may be designed in. These styles are: Craftsman, Farm Chic, French, and Colonial Revival. Within each style description, various elements related to roof forms, windows, decorative details, and other topics are enumerated. The Architectural Style Standards require certain elements, while other elements may be selected from a menu of options. To encourage variety in design, projects that propose more than 15 individual buildings must utilize more than one architectural style. However, styles may not be mixed within a single building.
603
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS
Step 4: Review the Wildomar Zoning Code and Complete the ODS Checklist
All developments must comply with the standards of the Wildomar Municipal Code Title 17 (Zoning).

To summarize requirements, this document includes a checklist of the standards as they relate to product type and location. The checklist should be reviewed and completed prior to project submittal to ensure all requirements are met and all guidelines have been considered.

Step 5: Consult with the Planning Department
It is highly recommended for prospective applicants to meet with planning staff and obtain and become familiar with the application and submittal requirements for a project, prior to a formal submittal. Additionally, the Planning Department recommends a Pre-Application Service required for all projects. A pre-application allows applicants to receive staff review from various departments prior to a formal application submittal. Formal submittal will also include the signed checklist to be reviewed by planning staff, approval will not be given or determined without a signed checklist.

Applicants shall follow application procedures as directed by staff. The City of Wildomar Municipal Code (WMC) establishes required procedures for submitting and reviewing development applications.
604
City of Wildomar
Multi-Family Residential Objective Design Standards

MULTI-FAMILY RESIDENTIAL

OBJECTIVE DESIGN STANDARDS

ARCHITECTURAL STYLES
Architectural design elements and materials shall be consistent throughout the project, recognizing that a building is
3-dimensional and must be well designed on all sides. Detailing, choice of materials, window and door choices shall reinforce the overall project design. To provide guidance on architectural styles, the standards offer a menu of architectural traditions individual buildings may be designed in. The styles are as follows:
• Craftsman
• Farm Chic
• French
• Colonial Revival
Within each style description, various elements related to roof forms, windows, decorative details, and other topics are enumerated. The Architectural Style Standards require certain elements, while other decorative elements may be selected from a menu of options. To encourage variety in design, projects proposed with more than 15 individual residential buildings must utilize more than one of the defined architectural styles. However, styles may not be mixed within a single building.
a. Residential complex developments with 8-14 buildings1 shall provide a minimum of two (2) distinct color schemes. A single- color scheme shall be dedicated to no less than 30% of all residential buildings.
b. Residential complex developments with 15-29 buildings shall provide the following.
i. Two distinct different color schemes, and;
ii. Two architectural styles as described in this document (The number of buildings in single style shall be no less than 30% of the total buildings).
c. Residential complex developments with 30 or more buildings shall provide the following.
i. Three distinct different color schemes, and;
ii. Three architectural styles as described in this document (The number of buildings in single style shall be no less than 30% of the total buildings).
1 Excluding non-residential buildings such as commons buildings, carports, ser- vice structures, etc.
605

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
A. CRAFTSMAN
A.1 STYLE DESCRIPTION
The contemporary Craftsman or California Bungalow style is derived from the influential residential style that emerged in the early 20th century out of the Arts and Crafts movement. In Wildomar, this style is deployed to create a visually rich residential environment with allusions to regional history. As indicated in the accompanying precedent images and illustrative diagram, recognizable elements include the artful use of wood and natural materials, low-pitched gabled or hipped roofs, horizontal orientation and earth-toned colors. Common design elements also include exposed rafters and beams under eaves, decorative brackets and fasteners, full- or partial-width porches and large columns or piers. Though this style exhibits a horizontal emphasis, vertical architectural elements are often deployed to accentuate corners and entrances. Period Craftsman residences often featured exterior cladding of wood shingles or clapboard siding and details such as extended lintels and decorative lighting with geometric detailing.

CONTINUOUS MOLDING EMPHASIZES HORIZONTALITY

OVERHANGING EAVES WITH EXPOSED

RAFTER TAILS

WINDOW WITH MULLION AND

DIVIDED LITES

FIGURE A

DECORATIVE LIGHT FIXTURE

PARTIAL-WIDTH PORCH
WOOD 4-POST COLUMN WITH

STONE PIER

WOOD SHINGLES

LOW PITCHED GABLE ROOF

WINDOW BOX

BALCONY

TRELLIS
606

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.2.1 Multiple roof planes
A.2.2 Porches or balconies
A.2.3 Design elements that
emphasize horizontal orientation
A.2.4 Articulated facades with
frequent massing breaks
A.2.5 Low- to moderate-pitched roofs
with overhanging eaves
A.2 FORM & MASSING
607

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.3.1 Low- to moderate-pitched
gable or hipped roofs (maximum
6:12 slope)
A.3.2 Overhanging eaves (minimum
24 inches along primary elevation)
with exposed rafter tails or beams
A.3.3 Brackets or knee braces at
gabled ends
A.3.4 Use of wood or asphalt shingle
(cement or synthetic imitation
shingles may be used on a case-by-
case basis)
A.3 ROOF DESIGNS
608

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.4.1 At least 75 percent of windows
across the project shall Windows
have mullion and divided lites
A.4.2 Use of wood, engineered wood,
or fiber cement shingles or clapboard
siding
A.4.3 Utilize 4”-6” wood, engineered,
wood, cement fiber or similar
material wooden trim around
windows and doors
A.4.4 Window and door trim color
shall contrast with color of walls
A.4 WALLS & WINDOW DESIGNS
609

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements
A.5.1 Extensive use of wood and
natural materials such as arroyo
stone
A.5.2 Use of dark, neutral or earth-
toned colors
A.5 MATERIALS & COLORS
610

CITY OF WILDOMAR
A. CRAFTSMAN

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
A.6.1 Porches with battered, square,
double post or 4-post columns of
stone or wood
A.6.2 Decorative lighting with
geometric detailing
A.6.3 Decorative downspouts
A.6.4 Use of moldings or extended
lintels to emphasize horizontality
A.6.5 Decorative joinery
A.6.6 Trellis
A.6.7 Window boxes
A.6.8 Decorative gable vents
A.6.9 Stained glass accents
A.6 DECORATIVE ACCENTS & DETAILS
611
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
B. FARM CHIC
B.1 STYLE DESCRIPTION
Farm Chic, or Modern Farmhouse, is a contemporary interpretation of traditional rural residential forms and materials. This style reflects Wildomar’s agricultural and ranching history and regional context. As indicated in the accompanying precedent images and illustrative diagram, the style utilizes elements such as vertical or horizontal wood siding, monochrome colors with contrasting accents and sparse or simple ornamentation.

Roofs are typically medium to high-pitched. Minimal detailing often includes awnings, porches and wall-mounted gooseneck lights.

FIGURE B

HIGH PITCHED ROOF ACCENTUATED VERTICAL

ORIENTATION

DORMERS

MONOCHROME COLOR WITH

CONTRASTING ACCENTS

HORIZONTAL AND VERTICAL

WOOD BOARD AND BATTEN
SIDING

MULTIPLE ROOF PLANES

FIXED AWNING

WITHOUT SIDES

CASEMENT WINDOWS

WITH MUNTINS
612
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.2.1 Multi-story with medium-
to high-pitched roof forms
accentuating vertical orientation
B.2.2 Incorporate farm and ranch
forms inspired by barns, silos, sheds,
tank houses and granary towers
B.2.3 Multiple gable and shed roof
planes
B.2.4 Covered porches and awnings
to break up volumes between lower
and upper floors
B.2 FORM & MASSING
613
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.3.1 Medium to high-pitched
(minimum 6:12 slope)
B.3.2 Front and/or side facing gables
B.3.3 Variation in heights and/or
planes
B.3.4 Asphalt shingle and metal roofs
B.3 ROOF DESIGNS
614
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.4.1 Utilize board and batten siding,
corrugated panels to give texture
and variation to exterior walls
B.4.2 Minimal molding (4”-6”) around
window and door openings
B.4.3 At least 60 percent of windows
shall be double hung or casement
windows with muntins
B.4.4 Contrast color of window sash
with color of the body of the building
B.4 WALLS & WINDOW DESIGNS
615
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
B.5.1 Unadorned materials: metal,
wood, masonry
B.5.2 Neutral or muted colors should
be predominant
B.5.3 Monochrome accents of doors,
windows or architectural features
encouraged
B.5.4 Stucco prohibited shall not
exceed 40 percent of the surface
area on elevations that face public
streets, private streets or common
open spaces. For the purposes of
this requirement, window glazing is
considered a contrasting material.

B.5 MATERIALS & COLORS
616
B. FARM CHIC

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements (2 or more)
B.6.1 Wall-mounted gooseneck lights
B.6.2 Fixed wood or metal awning
without sides
B.6.3 Porches with ceiling fans
B.6.4 Exposed rafter tails and
brackets
B.6.5 Dormers
B.6 DECORATIVE ACCENTS & DETAILS
617
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
C. FRENCH
C.1 STYLE DESCRIPTION
Residential architecture in the French style draws on that country’s long tradition of domestic building forms. As indicated in the accompanying precedent images and illustrative diagram, multi-family variants of the French style typically display a symmetrical facade dominated by a steeply-pitched hipped or mansard roof with dormers. This variant exhibits formal renaissance detailing, distinguishing it from the asymmetrical varieties that draw on French farmhouse, cottage or chateau precedents.

Brick, stone and stucco cladding are typical. Stylistic details often include segmental arches around doors and windows, quoins at corners, and open terraces, porches and balconies with balustrades or metal railings.

SYMMETRICAL FAÇADE

STEEPLY PITCHED ROOF

WITH SHINGLES

STUCCO AND BRICK CLADDING

STUCCO AND BRICK

CLADDING

RECESSED ENTRYQUOINS AT CORNERS

DECORATIVE METAL LIGHT FIXTURE

TRIM CONTRASTS WITH

CLADDING BALCONY WITH BALUSTRADE

DECORATIVE JULIET

BALCONY

OVERHANGING EAVES

GABLE DORMER

FIGURE C
618
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.2.1 Symmetrical organization of
compositional elements
C.2.2 Porches and balconies
C.2.3 Prominent roof form
C.2.4 At least 60 percent of windows
and doors that emphasize shall
have a vertical orientation with a
proportion 2x or more taller than
wide
C.2 FORM & MASSING
619
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.3.1 Hipped or Mansard roof with
dormers
C.3.2 High-pitched roof (minimum
6:12 slope)
C.3.3 Asphalt shingles
C.3.4 Moderately overhanging eaves
(maximum 12 inches)
C.3 ROOF DESIGNS
620
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.4.1 Vertically-oriented rectangular
windows arranged in symmetrical
patterns
C.4.2 Articulated lintels and sills
C.4.3 Window trim that contrasts
with the color of body of the building
C.4.4 Windows shall be recessed no
deeper than 3 inches from outer wall
C.4 WALLS & WINDOW DESIGNS
621
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements
C.5.1 Brick, stone or smooth stucco
cladding
C.5.2 Off-white and earth tones
C.5.3 White or contrasting trim
C.5.4 Asphalt shingles
C.5 MATERIALS & COLORS
622
C. FRENCH

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
C.6.1 Quoins at corners; color should
contrast with body of the building
C.6.2 Entry accents with real or faux
stone
C.6.3 Recessed entries
C.6.4 Open terraces, porches and
balconies with balustrades or metal
railings
C.6.5 Horizontal moulding accents
C.6.6 Decorative metal light fixtures
C.6.7 Arched windows, dormers or
doors
C.6 DECORATIVE ACCENTS & DETAILS
623

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
D. COLONIAL REVIVAL
D.1 STYLE DESCRIPTION
The Colonial Revival and New Traditional styles of multi-family housing incorporate elements of American domestic architecture dating back to the early English and Dutch houses built in the first century of colonial settlement. These precedents have been interpreted and re-interpreted during successive waves of residential design and development over the past 140 years, and presently incorporate an eclectic mixture of elements. Common characteristics of new Colonial Revival and New Traditional buildings include materials such as wood and brick; front entrances accentuated with pediments and pilasters; windows with double-hung sashes and articulated lintels and sills; and porches supported by thin columns.

FIGURE D

DECORATIVE ROOF VENT

DENTIL MOLDING

SIDE-GABLED MEDIUM-PITCHED

ROOF WITH ASPHALT SHINGLES

ALTERNATING COLORS

AND MATERIALS

MAIN ENTRY ACCENTUATED WITH

PEDIMENT AND PILASTERS SHALLOW PORCH WITH SLENDER

COLUMNS
FLAT FAÇADE

RECTANGULAR DOUBLE-

HUNG WINDOWS WITH

LINTEL AND SILL DETAIL

SHUTTERS CONTRAST

WITH BODY COLOR
624

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.2.1 Accentuated front entrance
D.2.2 Flat facades
D.2.3 Porches and shallow
projections allowed
D.2.4 Side-gabled and front-gabled
roof forms
D.2 FORM & MASSING
625

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.3.1 Side-gabled, with added front-
gables allowed
D.3.2 Medium to High-pitched roof
(minimum 6:12 slope)
D.3.3 Asphalt shingles
D.3 ROOF DESIGNS
626

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.4.1 Rectangular windows oriented
vertically
D.4.2 Windows detailed with arched
or flat lintels and sills
D.4.3 Double-hung sashes with
muntins
D.4 WALLS & WINDOW DESIGNS
627

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements
D.5.1 Brick cladding, wood or vinyl
siding shall be applied to at least
50 percent of the surface area on
elevations that face public streets,
private streets or common open
spaces. For the purposes of this
requirement, window glazing is
considered a contrasting material.

D.5.2 Attached townhomes shall
alternate color and cladding from
one unit to the next
D.5.3 Off-white and earth tones,
muted colors
D.5.4 Asphalt shingles
D.5.5 When shutters are utilized, their
color shall contrast with the body of
the building
D.5 MATERIALS & COLORS
628

CITY OF WILDOMAR
D. COLONIAL REVIVAL

Multi-Family Residential Objective Design Standards
Required Elements (3 or more)
D.6.1 Front doors with fanlights or
sidelights
D.6.2 Front doors accented with
pediments and pilasters
D.6.3 Shallow porches with slender
columns
D.6.4 Arched windows, dormers or
doors
D.6.5 Decorative attic vents
D.6.6 Dentil molding at roofline
D.6.7 Dormers
D.6 DECORATIVE ACCENTS & DETAILS
629

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E.1 NEIGHBORHOOD COMPATIBILITY
E.1.1 Duplexes, triplexes, and fourplexes abutting
single-family neighborhoods shall include
individual front doors and interior stairs (when
stairs are needed).

This section describes the general building design standards that are intended to ensure a minimum standard of design and construction quality in the development of new multi-family residential projects in Wildomar. These standards apply no matter which stylistic precedent is being utilized for the project design. They are intended to work in concert with the standards for multi-family residential buildings described in the City’s zoning code. If there is any conflict between the two, the zoning standards shall take precedence.

E. GENERAL BUILDING DESIGN STANDARDS
E.2 BUILDING DESIGN
E.2.1 Buildings shall carry the same approach
to form and massing, roof design, wall and
window design, and materials and colors on
all elevations. Decorative accents and details
are optional for side and rear elevations.

E.2.2 Blank walls (facades without doors,
windows, landscaping treatments) shall be
less than 30 feet in length.

NOT Recommended: Building has different form and
elements that cause loss of unity.

NOT Recommended: Building has a long blank or plain
facade.
630

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E.2.3 Buildings over three stories must
provide a ground floor elevation that
is distinctive from the upper stories by
providing a material change between the
first floor and upper floors along at least 75%
of the building façade with frontage upon a
street, adjacent public park or public open
space.

E.2.4 Trim surrounds shall be provided at all
exterior window and door openings. In lieu
of exterior window trim, windows can be
recessed from wall plane by a minimum of
three inches.

E.2.5 Special architectural treatments (i.e.,
feature entry location, feature window
detail, tower, etc.) shall be provided at street
corners and other important focal points.

E. GENERAL BUILDING DESIGN STANDARDS
(CONT.)
Recommended: Buildings over three stories must provide a ground floor elevation that is distinctive from the upper stories.

Recommended: Trim shall be provided
at all exterior window and door
openings
Recommended: Special architectural
treatments shall be provided at street
corners.

MIN 3”
RECESS
WINDOW

HAS TRIMS
631

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
E. General Building Design Standards
E. GENERAL BUILDING DESIGN STANDARDS
(CONT.)
Recommended: Front doors shall
orient towards and be visible from
the street.

Recommended: Parking in on
the back of the building.

Recommended: Building articulation helps to break up building mass and add visual interest
NOT Recommended: Parking is
visible from the street.

E.2.6 Front doors shall orient towards and be visible
from the street.

E.2.7 Building front elevations shall emphasize
entries, porches and other living areas. No garages
shall be forward of architecture and no more than
50% of front facing garages shall be located within
20’ of the property line.

E.3 MASSING/ARTICULATION
E.3.1 Buildings over three stories tall shall have
major massing breaks at least every 100 feet along
any street frontage, adjacent public park, publicly
accessible outdoor space, or designated open space,
through the use of varying setbacks and/or building
entries. Major breaks shall be a minimum of 30
inches deep and four feet wide and extend the full
height of the building.

E.3.2 Buildings shall have minor massing breaks
at least every 50 feet along the street frontage,
through the use of varying setbacks, building entries
and recesses, or structural bays. Minor breaks shall
be a minimum of 12 inches deep and four feet wide
and extend the full height of the building.

E.3.3 Rooflines shall be vertically articulated at least every 50 feet along the street frontage, through
the use of architectural elements such as parapets,
varying cornices, reveals, clerestory windows, and
varying roof height and/or form.
632
City of Wildomar
Multi-Family Residential Objective Design Standards

OPEN SPACE AND LANDSCAPINGBUILDING AND PARKING
F. SITE DESIGN STANDARDS
F.1 OVERVIEW
The design of a project on the site is as important as the design of the building itself. The placement of buildings and pedestrian connectivity to open spaces affect quality of life as much as landscape, building shape, and materials. People live both in and around buildings so the outside living space should be as well designed as the inside.

These site design standards should be used in conjunction with the zoning standards found in the Wildomar Municipal Code.

F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.2.1 Building entries shall face the primary public
street with pedestrian access provided from
sidewalks to all building entries, parking areas,
and publicly accessible open spaces. For larger
sites with multiple buildings, building entries may
also be oriented to face internal open spaces,
paseos, and recreation amenities.

F.2.2 A minimum of 60% of the street frontage
shall be devoted to buildings located between
the minimum and maximum front setback lines.

The remaining 40% may be devoted to parking.

F.2.3 Parking areas, covered and uncovered,
shall be screened from public street frontages.

Screening may be accomplished through
building placement, landscaping, fencing, or
some combination thereof. Landscaping for
screening purposes shall be no less than four feet
tall. Fencing shall comply with the WMC.

F.2.4 For multifamily projects located across
the street from a single-family residential zone,
parking lot areas and carports shall not be located
along the single-family neighborhood street
frontages.

F.2 BUILDING AND PARKING
Building entries face
common open space
or paseos
Building entries face
public street
A minimum of 60% of
the street frontage shall
be devoted to buildings
634
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.3 BUILDING AND PARKING
Building have views to the open space.

Ground floor shall be elevated
from the street to protect
pravicy.

Parking shall be screened from
public street frontages.

MIN. 21”
F.2.5 A minimum of one window from each
residential unit shall be located to overlook a
landscaped private or common open space
area.

F.2.6 If adjacent to a single-family residential
zone, windows, balconies or similar openings
shall be oriented so as not to have a direct
line-of-sight into adjacent units or onto private
patios or backyards adjoining the property line.

This can be accomplished through: stepbacks
of upper stories; window placement; use of
clerestory windows, glass block or opaque
glass; or mature landscaping within the rear or
side setback areas.

F.2.7 Controlled entrances to parking facilities
(gates, doors, etc.) shall be located a minimum
of 18 feet from the back of sidewalk, in order
to accommodate a minimum of one vehicle
entering the facility.

F.2.8 Ground floor residential fronting or siding
onto an arterial roadway shall be elevated at
least 21 inches above the finished grade of the
sidewalk.
635
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR

Multi-Family Residential Objective Design Standards
F.4.1 Minimum Requirements for Recreational-Leisure Areas (RLA):

F.4.1.1 400 square feet per dwelling unit
F.4.1.2 Minimum Dimensions (in either direction)
○ Private areas:7 feet
○ Common areas: 20 feet
○ Pedestrian walkway width: 6 feet
○ Courtyard internal to a project, or enclosed on at least three sides:
40 feet
F.4.1.3 Outdoor recreational-leisure areas may be provided by private areas, common areas, or a combination of both.

F.4.1.4 Depending on the number of dwelling units, common outdoor recreational-leisure area shall be provided to the meet the following criteria per dwelling unit:
○ Ten (10) to fifty (50) dwelling units: minimum of one (1) space, twenty (20) feet minimum dimension (four hundred square feet total, minimum);
○ Fifty-one (51) to one hundred (100) dwelling units: minimum of one (1) space, thirty (30) feet minimum dimension (nine hundred square feet total, minimum);
○ One hundred one (101) or more dwelling units: minimum of two (2) spaces, forty (40) feet minimum dimension (three thousand two hundred square feet total).

F.4 OPEN SPACE AND RECREATION
F.4.1.5 The common recreational-leisure area may be composed of active or passive facilities, and may incorporate any required setback areas other than street setback areas and required landscape setbacks, but shall not include or incorporate any driveways, street side sidewalks, or parking areas, trash pickup or storage areas or utility areas.

F.4.1.6 All common RLAs shall be improved as either active (child play areas, pools, recreation facilities, etc.) or passive facilities (gardens, barbeque facilities, seating areas, etc.) with landscaping or hardscape elements designed to serve the residents of the project.

F.4.1.7 All common open spaces shall interface with adjacent buildings via direct connections through doors, windows, and entryways. Any security fencing shall comply with WMC Section 17.172.205.

F.4.1.8 No more than 25 percent of common recreational-leisure area can be in hardscape.

F.4.1.9 All common areas shall be developed and professionally maintained in accordance with approved landscape and irrigation plans.
636
F. SITE DESIGN STANDARDS

CITY OF WILDOMAR