HomeMy WebLinkAbout2022-07 CC ResolutionRESOLUTION NO.2022-07
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA APPROVING THAT CERTAIN
PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS BETWEEN CITY OF
TEMECULA AND LARCHMONT PARK, LLC IN
CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS - PHASE II (PORTIONS OF
APN'S 910-020-077, 910-060-002, 910-060-003, 910-060-009,
910-060-015)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. Findings.
A. The City of Temecula (City), in cooperation with the California Department of
Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements -
Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the
limits of the I-15/French Valley Parkway Improvements Project (Project). City completed Phase
I of the Project, which was designed to provide interim relief by widening the existing southbound
off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley
Parkway and construction of the westbound portion of French Valley Parkway between the new
off -ramp and Jefferson Avenue. As part of Phase II, City proposes to construct a two-lane
northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange
northerly on -ramps to just north of the I-15/1-215 junction with connectors to I-15 and I-215.
B. Larchmont Park, LLC, a California limited liability company is the record owner
of that certain vacant real property located on the west side of Jackson Avenue in the City of
Murrieta, California, and identified as Riverside County Tax Assessor's Parcel Number 910-020-
077, 910-060-002, 910-060-003, 910-060-009 and 910-060-015 ("Larger Parcel"). The Larger
Parcel is approximately 209,944 square feet (4.82 acres) in size. The Larger Parcel is not improved
with any buildings. An outdoor advertising structure/ billboard ("subject billboard") is located on
the property line of the portion of the Larger Parcel identified as APN 910-060-002 that abuts the
adjacent parcel identified as APN 910-060-004. Seller receives income from the subject
billboard's north advertising side based on a ground lease dated December 19, 2006 between
Lamar Advertising Company (successor to the interests of Lamar Companies) and Judith A. Blake.
Seller is the successor to the interests of Judith A. Blake in connection with said ground lease.
Said ground lease is a month -to -month lease and provides for a flat rent of $1,200 per month or
$14,400 per year. APNs 910-020-077 and 910-060-002 are herein collectively called the
"Northerly Parcels" and APNs 910-060-003 and 910-060-009 are herein collectively called the
"Southerly Parcels".
C. Phase II is identified in the City's Capital Improvement Program Budget for Fiscal
Years 2022-26.
D. On May 28, 2019, the City Council adopted Resolution No. 19-30 approving a
Cooperative Agreement, Agreement 08-1667, with Caltrans for the design of Phase II. Pursuant
to Agreement 08-1667, City is the implementing agency for right of way and is responsible for
acquisition of the property interests needed for Phase II.
E. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The
City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula
and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements
Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City
of Murrieta on July 28, 2021 ("Temecula-Munieta Cooperative Agreement"). Pursuant to the
Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to
cooperate on right-of-way issues in connection with Phase II. Murrieta agreed and acknowledged
that the City could acquire property located in the City of Murrieta. The City and Murrieta also
agreed and acknowledged that each City may exercise the power of eminent domain to acquire
real property for a public use if each City meets all legal requirements, including the payment of
just compensation to the owner or into the court for the benefit of the owner. (California
Constitution, Article 1, Section 19).
F. Phase II requires the acquisition in fee of an approximate 52,090 square foot portion
of the Larger Parcel ("Subject Fee Property") for public use, namely public street and highway
purposes, retaining wall construction, drainage, public utilities, and all uses necessary or
convenient thereto in connection with the City's proposed construction of Phase II. The
acquisition of the Subject Fee Property and construction of Phase II will impact the subject
billboard and Larchmont Park LLC's interest in and to the ground lease in connection with the
subject billboard. The approximate 52,090 square foot Subject Fee Property, the loss of ground
lease rent for the affected billboard, and all interests of Larchmont Park, LLC in and to the subject
billboard are referred to collectively as the "Subject Property Interests".
G. Pursuant to Government Code Section 7267.2, on August 10, 2021, the City
Council set just compensation for the Subject Property Interests at the fair market value as
determined by the City's independent appraiser based on an October 7, 2020 date of value. The
City Council also authorized the Director of Public Works/City Engineer to make offers and
negotiate the acquisition of the Subject Property Interests.
H. The City and its consultant, Overland, Pacific & Cutler, hand -delivered a written
offer dated October 11, 2021 to Larchmont Park, LLC to purchase the Subject Property Interests
at the fair market value established by the City's independent appraiser.
I. The parties negotiated in good faith the City's purchase of the Subject Property
Interests, including severance damages to the remainder portions of the Larger Parcel. As of
December 14, 2021, the parties had not reached an agreement for the City's purchase of the Subj ect
Property Interests. Accordingly, based on the timing of Phase II and status of negotiations, on
December 14, 2021, the City Council of the City of Temecula held a hearing in accordance with
the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.) and adopted
Resolution No. 2021-70, A Resolution of the City Council of Temecula Declaring Certain Real
Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in
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Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Property
Interests on APNs 910-020-077, 910-060-002, 910-060-003, 910-060-009, & 910-060-015).
J. The parties resumed their negotiations after the City Council adopted Resolution
No. 2021-70, and have reached an agreement on the terms of the City's purchase of the Subject
Property Interests, subject to ratification by the City Council. The Purchase and Sale Agreement
describes the details of the acquisition of the Subject Property Interests. It provides that the City
Staff will present to the City Council for approval a Resolution rescinding Resolution No. 2021-
70 within thirty (30) business days of the close of escrow.
K. The total purchase price the City will pay for the Subject Property Interests is the
sum of $1,600,498.00 (One Million Six Hundred Thousand Four Hundred and Ninety Eight
Dollars) ("Purchase Price") for the fair market value of the 52,090 square foot Subject Fee Property
described in the Exhibits to the Purchase and Sale Agreement, the compensation for the impact of
Phase II on the remainder portions of the Larger Parcel, impact of the acquisition of the 52,090
square foot Subject Fee Property and Phase II on the subject billboard, including loss of the ground
lease rent in connection with said subject billboard, and any and all damages related thereto. The
total Purchase Price reflects a negotiated agreement for the value of the of the 52,090 square foot
Subject Fee Property for the total compensation of $781,350.00. The difference between the total
Purchase Price of $1,600,498.00 and said $781,350.00 represents the compensation for all interests
of Larchmont Park, LLC in and to the billboard impacted by Phase II, including the ground lease,
loss of ground lease rent, and severance damages for the impact of Phase II and the acquisition of
the Subject Property Interests. The Purchase and Sale Agreement provides that Larchmont Park,
LLC is responsible for any apportionment or allocation of the Purchase Price if required for any
separately held interests that may exist in the Subject Fee Property, including any compensation
due by Larchmont Park, LLC to BWTB Jackson Street, LLC in connection with any interest that
BWTB Jackson Street, LLC may have in connection with any portions of the Larger Parcel.
BWTB Jackson Street, LLC will submit a Consent and Disclaimer of Interest into Escrow as part
of this transaction. Accordingly, the Purchase Price represents the total all-inclusive just
compensation for the Subject Property Interests, the compensation for the impact of Phase II on
the remainder portions of the Larger Parcel, impact of the acquisition of the 52,090 square foot
Subject Fee Property and Phase II on the subject billboard, including loss of the ground lease rent
in connection with said subject billboard, and any and all damages related thereto.
L. At its meeting of February 23, 2010, the City Council approved the Mitigated
Negative Declaration for the I-15/French Valley Parkway Improvements Project. The City
Council found that based on the record before it (1) the Mitigated Negative Declaration was
prepared in compliance with California Environmental Quality Act (CEQA); (2) there is no
substantial evidence that the Project will have a significant effect on the environment that cannot
be adequately and feasibly mitigated; and (3) the Mitigated Negative Declaration reflects the
independent judgment and analysis of the City Council. The City duly filed the Notice of
Determination in accordance with CEQA.
Section 2. ApproN,al of Purchase and Sale Agreement. The City Council hereby
approves the Purchase and Sale Agreement and Joint Escrow Instructions between the City of
Temecula and Larchmont Park, LLC in Connection with I 15/French Valley Parkway
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Improvements - Phase II (Portions of APNs 910-020-077, 910-060-002, 910-060-003, 910-060-
009 and 910-060-015).
Section 3. Environmental Analysis. The environmental effects of the acquisition of
the Subject Property Interests were studied as an integral part of the Mitigated Negative
Declaration approved for the 1-15/French Valley Parkway Improvements Project. The findings
made by the City Council at its meeting on February 23, 2010 in approving the Mitigated Negative
Declaration are the appropriate findings for the acquisition of the Subject Property Interests. A re-
validation of the Mitigated Negative Declaration was approved on July 9, 2021. In connection
with the attached Agreement, City staff reviewed all of the environmental documentation prepared
in connection with the Phase II project, including, but not limited to, the re -validation of the
Mitigated Negative Declaration, the Mitigated Negative Declaration, the initial environmental
study, the mitigation monitoring program and agenda report relating to the approval of the
Mitigated Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines
and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes
have occurred in the Phase II project and that the City has obtained no new information of
substantial importance that would require further environmental analysis. These environmental
findings are the appropriate findings with respect to the proposed acquisition of the Subject
Property Interests.
Section 4. City Manager's Authority. The City Manager is authorized to execute the
Agreement in substantially the form attached. A copy of the final Agreement shall be placed on
file in the Office of the City Clerk. The City Manager (or the City Manager's designee), is hereby
authorized, on behalf of the City, to take all actions necessary and convenient to carry out and
implement the Agreement, and to administer the City's obligations, responsibilities and duties to
be performed under the Agreement, including but not limited to, execution of the Certificate of
Acceptance, escrow instructions, and other similar agreements and documents as contemplated by
or described in the Agreement or as necessary and convenient to effectuate the transaction
contemplated therein.
Section 5. Certification. The City Clerk shall certify the adoption of this Resolution.
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PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula
this 25`" day of January, 2022.
ATTES .
Randi , ity Clerk
[SEAL]
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1
Matt Rahn, Mayor
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing
Resolution No. 2022-07 was duly and regularly adopted by the City Council of the City of
Temecula at a meeting thereof held on the 25`h day of January, 2022, by the following vote:
AYES: 5 COUNCIL MEMBERS: Alexander, Edwards, Rahn, Schwank,
Stewart
NOES: 0 COUNCIL MEMBERS: None
ABSTAIN: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
4--)
Randi Johl, City Clerk
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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS BETWEEN CITY OF TEMECULA AND LARCHMONT
PARK, LLC IN CONNECTION WITH THE I-15/FRENCH VALLEY
PARKWAY IMPROVEMENTS - PHASE II (PORTIONS OF APNs 910-020-
077, 910-060-002, 910-060-003, 910-060-009 and 910-060-015)
This Agreement for Purchase and Sale and Joint Escrow Instructions between the City of
Temecula and Larchmont Park, LLC, a California limited liability company in Connection with
I-15/French Valley Parkway Improvements - Phase II (Portions of APNs 910-020-077, 910-060-
002, 910-060-003, 910-060-009 and 910-060-015) ("Agreement") is entered into by and between
the City of Temecula, a municipal corporation ("Buyer" or "City") and Larchmont Park, LLC, a
California limited liability company ("Seller") and constitutes an agreement to purchase and sell
certain real property interests between Seller and Buyer and the joint escrow instructions directed
to First American Title Company ("Escrow Holder"). Seller and Buyer are referred to below
collectively as the "Parties". The Agreement is effective on the date it is fully executed by the
Parties ("Effective Date").
RECITALS
A. Seller is the record owner of that certain vacant real property located on the west
side of Jackson Avenue near Fig Street in the City of Murrieta, California, and identified as
Riverside County Tax Assessor's Parcel Number 910-020-077, 910-060-002, 910-060-003, 910-
060-009 and 910-060-015 ("Larger Parcel"). The Larger Parcel is approximately 209,944 square
feet (4.82 acres) in size. The Larger Parcel is not improved with any buildings. An outdoor
advertising structure/ billboard ("subject billboard") is located on the property line of the portion
of the Larger Parcel identified as APN 910-060-002 that abuts the adjacent parcel identified as
APN 910-060-004. Seller receives income from the subject billboard's north advertising side
based on a ground lease dated December 19, 2006 between Lamar Advertising Company
(successor to the interests of Lamar Companies) and Judith A. Blake. Seller is the successor to
the interests of Judith A. Blake in connection with said ground lease. Said ground lease is a month -
to -month lease and provides for a flat rent of $1,200 per month or $14,400 per year. APNs 910-
020-077 and 910-060-002 are herein collectively called the "Northerly Parcels" and APNs 910-
060-003 and 910-060-009 are herein collectively called the "Southerly Parcels".
B. City, in cooperation with the California Department of Transportation ("Caltrans"),
seeks to construct the I-15/French Valley Parkway Improvements - Phase II ("Phase II") to
improve traffic congestion and improve operational efficiency within the limits of the I-I5/French
Valley Parkway Improvements Project ("Project"). City completed Phase I of the Project, which
was designed to provide interim relief by widening the existing southbound off -ramp at Winchester
Road, construction of the southbound off -ramp at the French Valley Parkway and construction of
the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue.
As part of Phase II, City proposes to construct a two-lane northbound collector/distributor system
along 1-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-
15/1-215 junction with connectors to 1-15 and 1-215.
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C. Pursuant to Cooperative Agreement 08-1667 ("Cooperative Agreement"), City is
the implementing agency for right of way and is responsible for acquisition of the property interests
needed for Phase II.
D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta"). The
City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula
and the City of Murrieta in Connection with the French Valley Parkway/1-15 Improvements
Project — Phase 11, which was executed by the City of Temecula on May 13, 2021 and by the City
of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). Pursuant to the
Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to
cooperate on right-of-way issues in connection with Phase II. They recognized that public
agencies may jointly exercise any power common to them pursuant to Government Code Section
6502 and Code of Civil Procedure Section 1240.140(b). Government Code Section 6502 provides
that "[i]f authorized by their legislative or governing bodies, two or more public agencies by
agreement may jointly exercise any power common to the contracting parties". California Code
of Civil Procedure Section 1240.140(b) provides that "[t]wo or more public agencies may enter
into an agreement for the joint exercise of their respective powers of eminent domain, whether or
not possessed in common, for the acquisition of property as a single parcel." The City and Murrieta
also agreed and acknowledged that each City may exercise the power of eminent domain to acquire
real property for a public use if each City meets all legal requirements, including the payment of
just compensation to the owner or into the court for the benefit of the owner. (California
Constitution, Article 1, Section 19).
E. City extended to Seller a written offer dated October 11, 2021 pursuant to
Government Code Section 7267.2 to purchase in fee an approximate 52,090 square foot portion of
the Larger Parcel ("Subject Fee Property") for public use, namely public street and highway
purposes, retention wall construction, drainage, public utilities, and all uses necessary or
convenient thereto in connection with the City's proposed construction of Phase II. The
approximate 52,090 square foot Subject Fee Property that the City seeks to acquire in fee is
identified as Caltrans Parcel No. 24624-1 and described more particularly on Exhibit "A" hereto
and depicted on Exhibit "B" hereto, which are incorporated herein by this reference. The
approximate 52,090 square foot Subject Fee Property consists of the following areas from four of
the parcels that are part of the Larger Parcel:
(1) An approximate 3,044 square foot portion of APN 910-020-077 and an
approximate 12,939 square foot portion of APN 910-060-002 comprising
an approximate 15,983 square foot portion of the Northerly Parcels.
(2) An approximate 23,076 square foot portion of APN 910-060-003 and an
approximate 13,031 square foot portion of APN 910-060-009 comprising
an approximate 36,107 square foot portion of the Southerly Parcels.
A rough depiction of the subject billboard impacted by Phase II is attached as Exhibit "B-1" hereto
and incorporated herein by this reference. The City's offer letter also included compensation for
the impact of Phase 11 on the subject billboard. It is the understanding of the Parties that the subject
billboard cannot be relocated due to the City of Murrieta's sign regulations and thus the lease for
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the subject billboard for which Seller receives rent will be impacted by Phase II and the acquisition
of the Subject Fee Property.
F. The Parties negotiated City's purchase in fee of the Subject Fee Property. During
negotiations, Larchmont Park, LLC informed City that BWTB Jackson Street, LLC may have an
interest in portions of the Larger Parcel. Any such interest of BWTB Jackson Street, LLC,
however, is not recorded against the parcels comprising the Larger Parcel. The Parties continued
their negotiations, but, as of December 14, 2014, the Parties had not reached an agreement
regarding the terms of City's purchase of the Subject Fee Property, improvements thereon, and
impact to the ground lease in connection with the subject billboard. Based on the timing of Phase
II and critical right-of-way certification deadlines, it was necessary for the City Council of the City
of Temecula to consider the adoption of a Resolution of Necessity authorizing the acquisition of
the Subject Fee Property by eminent domain.
G. On December 14, 2021, the City Council of the City of Temecula held a hearing in
accordance with the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.) and
adopted Resolution No. 2021-70, A Resolution of the City Council of Temecula Declaring Certain
Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in
Connection with the I-15/French Valley Parkway Improvements —Phase II (Certain Property
Interests on APNs 910-020-077, 910-060-002, 910-060-003, 910-060-009, & 910-060-015).
Pursuant to Resolution No. 2021-70, the City Council found that the City is authorized to acquire
the Subject Fee Property by eminent domain for public street and state highway purposes, and all
uses necessary or convenient thereto, including, but not limited to, public street, highway, retention
walls, drainage, and utilities in connection with the proposed construction of Phase II by virtue of
the authority conferred on the City by Section 19 of Article 1 of the California Constitution,
California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California
Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not
limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, 1240.120, 1240.140, 1240.510,
1240.610, 1240.650, and other provisions of law.
H. After the adoption of the Resolution No. 2021-70, the Parties resumed their
negotiations and have reached an agreement, subject to ratification by the City Council, regarding
the terms of City's purchase of the Subject Fee Property, any improvements thereon, and impact
of the acquisition of the Subject Fee Property and Phase II on the remainder portions of the Larger
Parcel and on the ground lease in connection with the subject billboard.
I. Seller desires to sell to City the Subject Fee Property, and City desires to purchase
the Subject Fee Property, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above Recitals and for other valuable
consideration, the sufficiency of which is hereby acknowledged, City and Seller agree as follows.
1. Purchase and Sale. On the Close of Escrow, as defined in Section 2 below, Seller
agrees to sell in fee the Subject Fee Property (Caltrans Parcel 24624-1) described in Exhibit "A"
and roughly shown on Exhibit "B" to the City and City agrees to purchase the Subject Fee Property
in fee from Seller on the terms and conditions set forth in this Agreement.
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2. Opening and Close of Escrow. Within five (5) business days after the Effective
Date, City will deliver a copy of the fully -executed Agreement to Escrow Holder. Opening of
Escrow means the date on which Escrow Holder receives a copy of the fully -executed Agreement.
The Parties can execute the Agreement in counterparts as set forth in Section 20.d. below. This
Agreement shall serve as the instructions to Escrow Holder for consummation of the transactions
contemplated hereby. City and Seller agree to execute such additional and supplementary escrow
instructions as may be appropriate to enable Escrow Holder to comply with the terms of this
Agreement; provided, however, that in the event of any conflict between the terms and provisions
of this Agreement and the terms and provisions of any supplementary escrow instructions, the
terms and provisions of this Agreement shall control. For the purposes of this Agreement, "Close
of Escrow" shall be the date on which the Grant Deed for the Subject Fee Property in favor of City
is recorded in the Official Records of the Riverside County Recorder's Office. Provided all of
Seller's and City's obligations to be performed on or before Close of Escrow have been performed
and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied,
escrow shall close thirty (30) calendar days after the Opening of Escrow ("Closing Date"). All
risk of loss or damage with respect to the Subject Fee Property shall pass from Seller to City at the
Close of Escrow. Possession of the Subject Fee Property shall be delivered to Buyer upon the
Close of Escrow.
3. Purchase Price. The total purchase price that City will pay to Seller for the Subject
Fee Property is the sum of $1,600,498.00 (One Million Six Hundred Thousand Four Hundred and
Ninety Eight Dollars) ("Purchase Price") for the fair market value of the Subject Fee Property, the
compensation for the impact of Phase II on the remainder portions of the Larger Parcel, impact of
the acquisition of the Subject Fee Property and Phase II on the subject billboard, including loss of
the ground lease rent in connection with said subject billboard, and any and all damages related
thereto. The total Purchase Price reflects a negotiated agreement for the value of the of the 52,090
square foot Subject Fee Property for the total compensation of $781,350. The difference between
the total Purchase Price of $1,600,498 and said $781,350 represents the compensation for all
interests of Larchmont Park in and to the billboard impacted by Phase 11, including the ground
lease, loss of ground lease rent, and severance damages for the impact of Phase 11 and the
acquisition of the Subject Property Interests on the Northerly Parcels.
a. The Purchase Price is the total price for the Subject Fee Property without
distinction or separation for various interests that may be held in the Subject Fee Property, except
for any compensation due by the City to Lamar Advertising Company in connection with the
impact of Phase Il on the subject billboard structure. The billboard structure is owned by Lamar
Advertising Company. The Purchase Price does not include any compensation that is owed to
Lamar Advertising Company in connection with the impact of Phase 11 on said subject billboard
structure. Except as otherwise provided herein, Seller is responsible for any apportionment or
allocation of the Purchase Price if required for any separately held interests that may exist in the
Subject Fee Property, including any compensation due by Seller to BWTB Jackson Street, LLC in
connection with any interest that BWTB Jackson Street, LLC may have in connection with any
portions of the Larger Parcel. As a matter which is not to concern the Buyer or Escrow Holder,
Seller represents that Seller will apportion $541,605 of the total Purchase Price to the Southerly
Parcels and the remaining $1,058,893 portion of the Purchase Price to the Northerly Parcels
outside of this Escrow. Seller expressly agrees and acknowledges that Buyer and Escrow Holder
will have no responsibility or liability in connection with said apportionment or disbursement of
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the Purchase Price by Seller and will indemnify and hold Buyer and Escrow Holder harmless for
any claims, causes of action, or damages arising in connection with said apportionment or Seller's
disbursement of any portion of the Purchase Price.
4. Title and Title Insurance.
a. Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain
and issue a title commitment for the Subject Fee Property. Escrow Holder will also request two
copies each of all instruments identified as exceptions on said title commitment. Upon receipt of
the foregoing, Escrow Holder will deliver these instruments and the title commitment to City and
Seller. Escrow Holder will insure City's interest in the Subject Fee Property described in Exhibit
"A" and depicted on Exhibit "B" to this Agreement at the Close of Escrow by a CLTA Standard
Coverage Policy of Title Insurance (or an ALTA Extended Coverage Form of Title Policy ("Alta
Extended Policy") if the City elects such coverage as provided below in Section 4.b.) in the amount
of the Purchase Price ("Title Policy"), with liability in the full amount of the Purchase Price,
insuring title to the Subject Fee Properly as vested in City, free and clear of all monetary liens and
encumbrances and other matters affecting title to the Subject Fee Property, except for the permitted
title exceptions defined below and any permitted conditions of title that Buyer approves in writing
(collectively "Permitted Title Exceptions):
i. General and special real property taxes and assessments for the then
current tax fiscal year which are a lien not then due and payable;
ii. The applicable zoning, building, and development regulations of
any municipality, county, state, or federal jurisdiction affecting the Larger Parcel;
iii. Such other non -monetary exceptions listed in the Preliminary Title
Report that City has approved within ten (10) business days after the date the City receives the
title commitment and legible copies of instruments noted as exceptions therein. If City
conditionally disapproves any exceptions, then Seller will use good faith efforts to seek to cause
such exceptions to be removed by the Close of Escrow. In no event will Seller be required to file
any legal action to seek to remove any exception conditionally disapproved by the City. If such
conditionally disapproved non -monetary exceptions are not removed by the Close of Escrow, the
City may, at the City's option, either accept the Subject Fee Property subject to such encumbrances
or terminate the Escrow. In the event Escrow is terminated, within ten (10) business days of the
written notice of termination to Escrow, Escrow will disburse the City any funds deposited into
Escrow by City less any escrow cancellation charges.
iv. Any exceptions directly or indirectly caused by City or City's
agents, employees or contractors.
b. The City will have the option of obtaining an ALTA Extended Policy or a
CLTA Standard Coverage Policy of Title Insurance. If the City, in its sole discretion, determines
to obtain an ALTA Extended Policy, the City will, at its expense, procure an ALTA survey. The
City will also pay for the cost of any such ALTA Extended Policy.
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C. Acts After Date of Agreement. During the period from the date of this
Agreement through the Close of Escrow, Seller shall not encumber the Subject Fee Property,
record or permit to be recorded any document or instrument relating to the Subject Fee Property,
or physically alter the Subject Fee Property or permit or cause to be altered without the prior
written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion.
Escrow.
a. Deposit of Funds in Escrow. City covenants and agrees to deposit with
Escrow Holder the Purchase Price and any such escrow funds that are required within five (5)
business days of receiving written notice from Escrow holder regarding the confirmation of the
completion of the conditions required herein for the Close of Escrow.
b. Deposit of Documents in Escrow by Seller. Seller covenants and agrees to
deposit with Escrow Holder the following documents within ten (10) business days of the Opening
of Escrow:
i. Grant Deed. The Grant Deed in the form attached as Exhibit "C"
hereto ("Grant Deed") duly executed and acknowledged by Seller. Exhibit "C" is attached hereto
and incorporated herein by this reference.
ii. A California 593 certificate and federal non -foreign affidavit.
iii. Any other documents reasonably required by Escrow Holder or the
Title Company to be deposited by Seller to carry out this escrow.
iv. Consent & Disclaimer. Consent and Disclaimer of Interest of
BWTB Jackson Street, LLC in and to the Subject Fee Property and to the just compensation that
the City will pay for the Subject Fee Property in the form attached as Exhibit "D" hereto ("Consent
and Disclaimer").
V. Assignment of Ground Lease. Seller agrees to execute and deposit
with Escrow Holder an Assignment of the Ground Lease for the subject billboard in the form
acceptable to Buyer.
C. Deposit of Documents in Escrow by City.
i. Certificate of Acceptance. An executed Certificate of Acceptance
in the form attached to the Grant Deed (attached hereto as Exhibit "C").
ii. Any other documents reasonably required by Escrow Holder to be
deposited by Buyer to carry out this escrow.
d. Recordation of Grant Deed and Consent & Disclaimer; Delivery of Funds
and Possession. Upon receipt of the funds and instruments described in Section 5, Escrow Holder
shall cause the Grant Deed and the Consent and Disclaimer to be recorded in the Office of the
County Recorder of Riverside County, California. Thereafter, Escrow Holder shall deliver the
proceeds of this escrow (less appropriate charges as shown on a preliminary Settlement Statement
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executed by City and Seller) to Seller, and Seller shall deliver to City possession of the Subject
Fee Property free and clear of all occupants.
e. Prorations. Real property taxes for the Subject Fee Property shall not be
prorated, but must be paid by Seller for the current tax period. Seller may apply for a refund of
property taxes in the event any property taxes paid are allocable to the period after the Close of
Escrow and City shall reasonably cooperate therewith. City, as a municipal corporation acquiring
property for Phase II, is exempt from property taxes pursuant to Revenue and Taxation Code
Section 11922, and other provisions of law. All property assessments shall be prorated between
Buyer and Seller as of the Close of Escrow based on the latest available tax information. All
prorations for such assessments shall be determined on the basis of a 365-day year. Escrow Holder
is authorized to pay from the Purchase Price any unpaid delinquent taxes and/or penalties and
interest thereon, and for any delinquent or non -delinquent assessments or bonds recorded against
the Subject Fee Property.
f. Costs of Escrow. City will pay for the cost of the Title Policy (or ALTA
Extended Policy if City elects to obtain such extended coverage). City will also pay for escrow
fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance
telephone calls, etc. City will pay for recording the Grant Deed, and any documentary or other
local transfer taxes, if any, and for any recording costs (if any). City will also pay for the costs of
an ALTA survey if it determines to obtain an ALTA Extended Policy.
g. Escrow Cancellation Char es. If escrow fails to close through no fault of
either party, City will pay all escrow and title cancellation charges. In the event that this escrow
shall fail to close by reason of the default of either party hereunder, the defaulting party shall be
liable for all escrow and title cancellation charges
6. Conditions to the Close of Escrow. Escrow shall not close unless and until both
Parties have deposited with Escrow Holder all sums and documents required to be deposited as
provided in Section 5. Additionally, City's obligation to proceed with the transaction
contemplated by this Agreement is subject to the satisfaction of all of the following conditions
precedent, which are for City's benefit and may be waived only by City:
a. Seller shall have performed all obligations to be performed by Seller
hereunder.
b. Title Company shall have issued or shall have committed to issue the Title
Policy to City, for the amount of the Purchase Price, showing fee title to the Subject Fee Property
to be vested in City subject only to the Permitted Title Exceptions. Escrow Holder will use the
proceeds of the Purchase Price to obtain a full reconveyance of any monetary liens encumbering
the approximate 52,090 square foot Subject Fee Property, so that said Subject Fee Property is free
and clear of monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain
final approval from Seller regarding the disbursement of the proceeds prior to disbursing any such
proceeds to the holder(s) of the monetary liens encumbering the Subject Fee Property.
C. If any of the conditions to Close of Escrow are not timely satisfied for a
reason other than a default of City or Seller under this Agreement, and this Agreement is
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1 1086-0204\2610497 v2.doc
terminated, then upon termination of this Agreement, Escrow Holder will promptly return to City
all funds (and all interest accrued thereon, if any) and documents deposited by City in escrow and
return to Seller the documents deposited by Seller in escrow that are held by Escrow Holder on
the date of the termination (less any escrow cancellation charges).
7. Permission to Enter/Due Diligence Testing. During the period commencing on
the Effective Date ("commencement date") and ending at 5:00 p.m. fifteen (15) business days after
said commencement date (referred to as the "Due Diligence Period"), City may inspect the Subject
Fee Property as necessary for the purpose of making inspections and other examinations of the
Subject Fee Property, including, but not limited to, the right to perform soil and geological tests of
said Subject Fee Property and an environmental site assessment thereof. City will give Seller
written notice twenty-four (24) hours before going on the Subject Fee Property to conduct such
due diligence testing. City's physical inspection of the Subject Fee Property shall be conducted
during normal business hours. No invasive testing or boring shall be done by City without the
prior written notification to Seller and obtaining Seller's written permission of the same, which
permission shall not be unreasonably withheld. City does hereby indemnify and forever save
Seller, Seller's heirs, successors and assigns free and harmless from and against any and all
liability, loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising
from or occurring out of any damage to the Subject Fee Property in connection with any accident
or other occurrence at the Subject Fee Property in connection with City's due diligence testing and
environmental site assessments involving entrance onto the Subject Fee Property pursuant to this
Section. If City fails to acquire the Subject Fee Property due to City's default, this
license/permission to enter will terminate upon the termination of City's right to purchase said
Subject Fee Property. In such event, City will remove or cause to be removed any personal
property, facilities, tools, and equipment from the Subject Fee Property left in the area comprising
the Subject Fee Property in connection with the due diligence testing and restore said area to as
close as possible to the condition of said area prior to City's due diligence testing. The Parties
agree that the City will provide to Seller a copy of any studies, reports, or other written documents
in connection with such due diligence testing. The City will also provide copies of any such
studies, reports, or other written documents in connection with such due diligence testing to its
attorneys, Caltrans, FHWA, if applicable, the City of Murrieta, and consultants for Phase II. The
Parties will not distribute or disclose to third parties said studies, reports, or other written
documents in connection with such due diligence testing unless such disclosure is required by
applicable law, the Public Records Act, or other pertinent statutory, or constitutional requirement.
8. Representation and Warranties of Seller. Seller hereby represents and warrants
to City the following, it being expressly understood and agreed that all such representations and
warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow:
a. That to the best of Seller's knowledge on the Close of Escrow (i) the Subject
Fee Property will be free and clear of Hazardous Materials (defined in Section 14.a. below) or
toxic substances and waste, including, but not limited to, asbestos; (ii) businesses, if any, on the
Subject Fee Property have disposed of their waste in accordance with all applicable statutes,
ordinances, and regulations; and (iii) Seller has no notice of any pending or threatened action or
proceeding arising out of the condition of the Subject Fee Property or alleged violation of
Environmental Laws (defined in Section 14.b. below), health or safety statutes, ordinance, or
regulations.
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1 1086-0204\2610497v2.doc
b. That other than the BWTB Jackson Street, LLC interest, as has been
disclosed, Seller is the sole owner of the Subject Fee Property free and clear of all liens, claims,
encumbrances, easements, encroachments from adjacent properties, encroachments by
improvements or vegetation on the Subject Fee Property onto adjacent property, or rights of way
of any nature, other than those that may appear on the title commitment. Seller will not further
encumber the Subject Fee Property or allow the Subject Fee Property to be further encumbered
prior to the Close of Escrow.
C. Neither this Agreement nor anything provided to be done hereunder,
including the transfer of the Subject Fee Property to City, violates or will violate any contract,
agreement, or instrument to which Seller is a party, or which affects the Subject Fee Property, and,
except for the Consent and Disclaimer discussed in Section 5.b.iv., the Seller's grant to City of the
Subject Fee Property pursuant to this Agreement does not require the consent of any party not a
signatory hereto.
d. Except as disclosed in the title commitment referred to in Section 4.a, there
are no claims or liens presently claimed or that will be claimed against the Subject Fee Property
by contractors, subcontractors, or suppliers, engineers, architects, surveyors or others that may
have lien rights for work performed or commenced prior to the Effective Date. Seller agrees to
hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including reasonable
attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the
Subject Fee Property and arising from work performed or commenced prior to the Close of Escrow.
e. Except as disclosed in the title commitment referred to in Section 4.a., there
are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy
possession, rights, or interest of any nature in and to the Subject Fee Property, or any part thereof,
and no persons have any right of possession to the Subject Fee Property, or any part thereof. Seller
agrees to hold City harmless from all costs, expenses, liabilities, losses, charges, fees, including
attorneys' fees, arising from or relating to any claims by any person or entity claiming rights to
possession of any portion of the Subject Fee Property.
f. Seller has no knowledge of any pending, threatened or potential litigation,
action or proceeding against Seller or any other party before any court or administrative tribunal
that involves the Subject Fee Property.
9. Representations and Warranties of City. City hereby represents and warrants to
Seller the following, it being expressly understood and agreed that all such representations and
warranties are to be true and correct as of the Close of Escrow and will survive the Close of Escrow:
a. City has taken all required action to permit it to execute, deliver, and
perform its obligations under this Agreement.
b. City has the power and authority to execute and deliver this Agreement and
carry out its obligations hereunder and consummate the transaction contemplated herein.
10. Total Consideration. City's payment to Seller of the Purchase Price set forth in
this Agreement is an all-inclusive settlement and is the full and complete consideration and
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payment of just compensation for the fair market value of the Subject Fee Property, any
improvements thereon, severance damages, inverse condemnation, precondemnation damages,
attorneys' fees, interest, appraisal costs, loss of rents, lost profits, ground lease interest in
connection with subject billboard, impact to subject billboard, any other damages of every kind
and nature suffered by Seller by reason of City's acquisition of the Subject Fee Property, or Phase
II for which City is acquiring the Subject Fee Property, and all costs and expenses whatever in
connection therewith.
11. Business Goodwill.
a. No Loss of Business Goodwill. Seller agrees and acknowledges that Seller
will not suffer any loss of business goodwill under Code of Civil Procedure Section 1263.510 as
a result of City's acquisition of the Subject Fee Property or the construction of Phase II because
Seller does not operate a business on the Larger Parcel. The Larger Parcel is not improved with a
structure or building and no business operates on said Larger Parcel. Under Code of Civil
Procedure Section 1263.510, the owner of a business conducted on the property taken, or on the
remainder if the property is part of a larger parcel, will be compensated for loss of goodwill if the
owner proves that (i) the loss is caused by City's acquisition of the property or the injury to the
remainder; (ii) the loss cannot reasonably be prevented by a relocation of the business or by taking
steps and adopting procedures that a reasonably prudent person would take and adopt in preserving
the goodwill; (iii) compensation for the loss will not be included in payments under Government
Code Section 7262; and (iv) compensation for the loss will not be duplicated in the compensation
otherwise awarded to the owner.
12. Releases.
a. This Agreement is a voluntary agreement and Seller on the Close of Escrow,
on behalf of Seller, Seller's successors and assigns, fully releases City, its Councilmembers,
officers, counsel, employees, representatives and agents, from all claims and causes of action by
reason of any damage that has been sustained, or may be sustained, as a result of City's efforts to
acquire the Subject Fee Property, or any preliminary steps thereto. Seller further releases and
agrees to hold City harmless from any and all claims and causes of action asserted by any party,
including BWTB Jackson Street, LLC, claiming to have an interest in or rights to possession of
any portion of the Subject Fee Property or to any just compensation paid by City to Seller in
connection with the Subject Fee Property.
b. Seller acknowledges that it may have sustained damage, loss, costs or
expenses that are presently unknown and unsuspected, and such damage, loss, costs or expenses
that may have been sustained, may give rise to additional damages, loss, costs or expenses in the
future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and
agreed upon in light of that situation, and hereby expressly waives any and all rights that Seller
may have under California Civil Code Section 1542 as it relates to the releases set forth in this
Section 12, or under any statute or common law or equitable principle of similar effect. California
Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
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KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED RTY.
Seller's Initials: City's Initials:
Seller's waiver of rights and release of claims set forth above in Section 12.a. and Section
12.b. will not extend to and is not intended to extend to claims related to or alleged to arise out of
negligence on the part of City, its agents or contractors, in connection with the physical
construction of Phase II.
This Section 12 will survive the Close of Escrow.
13. City's Contingencies. For the benefit of City, the Close of Escrow and City's
obligation to consummate the purchase of the Subject Fee Property is contingent upon and subject
to the occurrence of all of the following (or City's written waiver thereof, it being agreed that City
can waive any or all such contingencies) on or before the Close of Escrow:
a. That as of the Close of Escrow the representations and warranties of Seller
contained in this Agreement are all true and correct;
b. The delivery to Escrow Holder of all documents pursuant to Section 5 of
this Agreement;
C. Escrow Holder's commitment to issue, in favor of City, the Policy with
liability equal to the Purchase Price showing City's interest in the Subject Fee Property, subject
only to the Permitted Title Exceptions; and
d. City's approval prior to the Close of Escrow of any due diligence testing,
environmental site assessment, soils or geological reports, or other physical inspections of the
Subject Fee Property that City might perform prior to the Close of Escrow.
14. Certain Definitions.
a. The term "Hazardous Materials" will mean and include the following,
including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product
or constituent regulated under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural
gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the
Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and
asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances
Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by-product
material and any other radioactive materials or radioactive wastes, however produced, regulated
under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the
OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process
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and pollution control wastes, whether or not hazardous within the meaning of the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a
"hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil
Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental
Laws.
b. The term "Environmental Laws" will mean and include all federal, state and
local statutes, ordinances, regulations and rules in effect on or prior to the Effective Date relating
to environmental quality, health, safety, contamination and clean-up, including, without limitation,
the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251
et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide
Act 7 U.S.C. Section 136 etseq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C.
Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the
Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29
U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901
et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response,
Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund
Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know
Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act
15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the
Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local
environmental statutes and ordinances, with implementing regulations and rules in effect on or
prior to the Effective Date.
15. Evidence in Court Proceeding. The Parties agree that the total Purchase Price of
$1,600,498 or any inference of per square foot value of the Subject Fee Property on said Purchase
Price will not be admissible as evidence of the fair market value of the Subject Fee Property in any
eminent domain or other proceeding or litigation concerning the Subject Fee Property, or any
portion thereof.
16. Default. In the event of a breach or default under this Agreement by either City or
Seller, the non -defaulting party will have, in addition to all rights available at law or equity, the
right to terminate this Agreement and the Escrow for the purchase and sale of the Subject Fee
Property, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if
City is the non -defaulting party, City will thereupon promptly receive a refund of all of the deposits
it deposited with Escrow Holder, if any, less City's share of any escrow cancellation charges. Such
termination of the escrow by a non -defaulting party will be without prejudice to the non -defaulting
party's rights and remedies at law or equity.
17. Notices. All notices and demands will be given in writing by personal delivery,
certified mail, postage prepaid, and return receipt requested, or by Federal Express or other
overnight carrier. Notices will be considered given upon the earlier of (a) personal delivery, (b)
two (2) business days following deposit in the United States mail, postage prepaid, certified or
registered, return receipt requested, or (c) one (1) business day following deposit with Federal
Express or other overnight carrier. A copy of all notices will be sent to Escrow Holder. The Parties
will address such notices as provided below or as may be amended by written notice:
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11086-0204\26l 0497v2.doc
BUYER: City of Temecula
41000 Main Street
Temecula, California 92590
Attention: Aaron Adams, City Manager
COPY TO: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Peter M. Thorson, City Attorney
SELLER: Larchmont Park, LLC,
a California limited liability company
Post Office Box 2467
Temecula, California 92593-2467
Attention: Stephen Wheeler, Manager
ESCROW First American Title Insurance Company
HOLDER: One Ridgegate Drive Suite 225
Temecula, California 92590
Telephone No. 951.296.2948
Attention: Debbie Fritz, Escrow Officer
Electronic Mail: dfritz@firstam.com
18. Broker Commissions. No brokers represented the Parties in connection with this
transaction. Seller will be solely responsible for the payment of any and all broker's commissions
or similar compensation due to any broker representing Seller, if any, and Seller will defend,
indemnify and hold the City harmless from and against any and all claims for any broker's
commissions or similar compensation that may be payable to any broker claiming it represented
Seller in connection with this transaction. Each party will defend, indemnify and hold harmless
the other party from and against all claims of any agent, broker, finder or other similar party based
upon such party's own acts in connection with this transaction. The provisions of this Section 18
will survive the Close of Escrow.
19. Rescission of Resolution No. 2021-70. The City agrees that within thirty (30)
business days of Close of Escrow, City Staff will present to the City Council for approval a
Resolution rescinding Resolution No. 2021-70.
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20. Miscellaneous.
a. Amendments. Any amendments to this Agreement will be effective only
when duly executed by both City and Seller and deposited with Escrow Holder.
b. Attorneys' Fees. In any action between Buyer and Seller seeking
enforcement of any of the terms and provisions of this Agreement, the prevailing party in such
action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and
expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert
witnesses.
C. Entire Agreement. This Agreement contains all of the agreements of the
Parties hereto with respect to the matters contained herein, and all prior or contemporaneous
agreements or understandings, oral or written, pertaining to any such matters are merged herein
and shall not be effective for any purpose.
d. Counterparts, Facsimile, and Electronic Signatures. This Agreement may
be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument. Facsimile or electronic
signatures/counterparts to this Agreement will be effective as if the original signed counterpart
were delivered.
e. Time of the Essence. Time is of the essence of this Agreement.
f. Governing Law. This Agreement is deemed to have been prepared by each
of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the
drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the
applicable rules of interpretation of contracts under the laws of the State of California, and not the
substantive law of another state or the United States or federal common law. This Agreement will
be deemed to have been executed and delivered within the State of California, and the rights and
obligations of the Parties will be governed by, and construed and enforced in accordance with, the
laws of the State of California.
g. Third Parties. Nothing contained in this Agreement, expressed or implied,
is intended to confer upon any person, other than the Parties hereto and their successors and
assigns, any rights or remedies under or by reason of this Agreement.
h. Additional Documents. Each party hereto agrees to perform any further
acts and to execute, acknowledge, and deliver any further documents that may be reasonably
necessary to carry out the provisions of this Agreement.
i. Authority of City Manager. The City Manager may give any and all notices,
consents, and terminations hereunder on behalf of the City provided they are in writing. The City
Manager may execute the Agreement, Certificate of Acceptance, escrow documents, and any such
documents or instruments that are necessary to effect the transfer of property interests
contemplated herein.
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1 1086-0204\26 l 0497v2.doc
j. Interpretation and Construction. Each of the Parties has reviewed the
Agreement and each has had the opportunity to have its respective counsel and real estate advisors
review and revise this Agreement and any rule of construction to the effect that ambiguities are to
be resolved against the drafting party will not apply in the interpretation of this Agreement or any
amendments or exhibits thereto. The recitals and captions of the Sections and Subsections of this
Agreement are for convenience and reference only, and the words contained therein will in no way
be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the
provisions of this Agreement.
k. Remedies Not Exclusive and Waivers. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any other remedy and each
and every remedy will be cumulative and will be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one
or more remedies will not constitute a waiver of the right to pursue other available remedies.
1. Severability. If any part, term or provision of this Agreement is held by a
court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining
provisions will not be affected, and the rights and obligations of the Parties will be construed and
enforced as if this Agreement did not contain the particular part, term, or provision held to be
invalid.
in. Exhibits. The Exhibits attached hereto are incorporated in this Agreement
by this reference.
[SIGNATURES ON NEXT PAGE]
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1 l 086-0204\2610497v2.doc
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set forth below.
Dated: l 4 — Lr
Dated:
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] 1086-0204\2610497v2.doc
SELLER
Larchmont Park, LLC, a California limited
liability company
f
By:
Title:
lilt!G' 20 C�I)A /4 I -It 41l11Q1
s7e v e 4 eIe lee el
BUYER
City of Temecula, a municipal corporation
Aaron Adams, City Manager
ATTEST:
Randi Johl, City Clerk
APPROVED AS TO FORM:
Peter M. Thorson, City Attorney
Exhibit "A"
Legal Description of Subject Fee Property (Caltrans Parcel 24624-1)
EXHIBIT "A"
LEGAL DESCRIPTION
Those portions of Lots 124 and 125 per MAP of the TEMECULA LAND AND WATER
COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated
in the City of Munieta, County of Riverside, State of California, said map recorded in
Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego,
said portions lying northeasterly of the freeway and southwesterly of the fallowing
described LINE "A"..
COMMENCING at the comer common to Lot 123 and Lot 124, of said map, in the
centerline of Jackson Avenue as shown on map filed in Book 142 of Records of
Survey, pages 89 through 104, in the Office of the County Recorder of Riverside
County.- thence along the line common to said lots South 48017'42' West 494-16 feet
to the freeway right of way and the southeasterly most corner of that certain Parcel
of land described in deed to the Stale of California recorded October 21, 1974, in
Book 1974, page 134994 in Official Records of said Riverside County, said comer
being the southerly terminus of the segment of fine described as
South 31047'59' East 856-15feet in said deed, said comer- also being the
POINT OF BEGINNING of said LINE mA!'-, thence departing said common line and
proceeding along said freeway right of way and said segment of line
North 31047'58' West 207.48 feet- thence departing said freeway right of way and
said segment North 25000'07° West 457.28 feet to the beginning of a curve concave
southwesterly and having a radius of 3550.00 feet-, thence along said curve through
a central angle of 7008'21' a distance of 442.34 feet- thence North 23'59'5:1'West
175.08 feet; thence North 33028'38'West 212-63 feet; thence
South 6215113' West 23-24 feet to the freeway Fight of way and the northeasterly
line of that certain parcel of land described in deed to the State of California recorded
February 24, 1975 in Book 1975„ Page 21238 in said Official Records; thence along
said freeway right of way and said northeasterly line North 27'08'47'West
143.81 feet to the northerly most angle point of said northeasterly line, and the
southerly most comer of that certain parcel of land described by Directors Deed
recorded October 18, 1982 in Book 1982, Page 179874 in said Official Records. -
thence North 27008'47"West 396.65 feet along said freeway right of way and the
southwesterly fine of said Director's Deed to the POINT OF TERMINUS of said LINE
"A", said terminus being the intersection of said freeway right of way and the
southwesterly Fight of way line of said Jackson Avenue.
Containing 52,090 square feet, more or less.
Together with underlying fee interest, if any, contiguous to the above described
prop" in and to the adjoining freeway.
08-Rri- I 5-PM 8.3
Exhibit "All
I I 086-0204\2610497v2.doc
EXHIBIT "A"
LEGAL DESCRIPTION
This conveyance is made for the purpose of a freeway and the GRANTOR hereby
releases and relinquishes to the STATE any and all abutter's. rights including access
rights, appurtenant to GRANTOR's remaining property, in and to the freeway.
The bead ngs and distances used in the above description are based on the California
Coordinate System of -1983, Zone 6. Divide distances shown by Q.99991351 to obtain
ground level distances.
This real property description has been prepared by me, or under my direction, in
conformance with the Professional Land Surveyor's Act.
X.T
signature, �'f r " ✓L '�'v`^'f AFc-
AND
Prof
essional Land Survsyur A.
Date. September 14 2021
08-Rig-15-PM 83
Exhibit "A"
EXP. 12/31 /21
CALL
1i
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11086-0204\2610497v2.doc
Exhibit `B"
Depiction of Subject Fee Property (Caltrans Parcel 24624-1)
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Exhibit `B"
II086-0204\2610497v2.doc
Exhibit "B-1"
Rough Depiction of Subject Billboard Impacted by Phase 1I
JIM
\
North Face
Exhibit "B-1"
11086-0204\2610497v2.doc
Exhibit "C"
Form of Grant Deed
Exhibit "C"
11086-0204\2610497v2.doc
RECORDING REQUESTED BY
When Recorded Mail To
City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: City Clerk
FREE RECORDING:
This instrument is for the benefit of the City of Temecula,
and is entitled to be recorded without
fee or tax. (Govt. Code 6103, 27383 and Rev. &
Tax Code 11922)
APN: 910-020-077, 910-060-002, 910-060-003, 910-060-009
GRANT DEED
(CORPORATION)
Space above this line for Recorder's Use
District
County
Route
Postmile
Number
08
Riv
15
8.3
Larchmont Park, LLC, a California limited liability company, hereinafter called GRANTOR hereby grants to
CITY OF TEMECULA, a municipal corporation
hereinafter called GRANTEE, that real property in the City of Murrieta, County of Riverside, State of California,
described as follows:
SEE EXHIBIT "A" ATTACHED
08-Riv-15-PM 8.3
Number
Dated this day of 20_
Larchmont Park, LLC, a California limited liability company
BY
NAME:
ITS:
BY
NAME:
ITS:
08-Riv-15-PM 8.3
EXHIBIT "A"
LEGAL DESCRIPTION
Those portions of Lots 124 and 125 per MAP of the TEMECULA LAND AND WATER
COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated
in the City of Murrieta, County of Riverside, State of California, said map recorded in
Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego,
said portions lying northeasterly of the freeway and southwesterly of the following
described LINE "A":
COMMENCING at the corner common to Lot 123 and Lot 124, of said map, in the
centerline of Jackson Avenue as shown on map filed in Book 142 of Records of
Survey, pages 89 through 104, in the Office of the County Recorder of Riverside
County; thence along the line common to said lots South 48017'42" West 494.16 feet
to the freeway right of way and the southeasterly most corner of that certain parcel
of land described in deed to the State of California recorded October 21, 1974, in
Book 1974, page 134994 in Official Records of said Riverside County, said corner
being the southerly terminus of the segment of line described as
South 31 °47'59" East 856.15 feet in said deed, said corner also being the
POINT OF BEGINNING of said LINE "A"; thence departing said common line and
proceeding along said freeway right of way and said segment of line
North 31 °47'58" West 207.48 feet; thence departing said freeway right of way and
said segment North 25000'07" West 457.28 feet to the beginning of a curve concave
southwesterly and having a radius of 3550.00 feet; thence along said curve through
a central angle of 7008'21" a distance of 442.34 feet; thence North 23°59'51" West
175.08 feet; thence North 33028'38" West 212.63 feet; thence
South 62051'13" West 23.24 feet to the freeway right of way and the northeasterly
line of that certain parcel of land described in deed to the State of California recorded
February 24, 1975 in Book 1975, Page 21238 in said Official Records; thence along
said freeway right of way and said northeasterly line North 27008'47" West
143.81 feet to the northerly most angle point of said northeasterly line, and the
southerly most corner of that certain parcel of land described by Director's Deed
recorded October 18, 1982 in Book 1982, Page 179874 in said Official Records;
thence North 27008'47" West 396.65 feet along said freeway right of way and the
southwesterly line of said Director's Deed to the POINT OF TERMINUS of said LINE
"A", said terminus being the intersection of said freeway right of way and the
southwesterly right of way line of said Jackson Avenue.
Containing 52,090 square feet, more or less.
Together with underlying fee interest, if any, contiguous to the above described
property in and to the adjoining freeway.
08-Riv-15-PM 8.3 1/2
EXHIBIT "A"
LEGAL DESCRIPTION
This conveyance is made for the purpose of a freeway and the GRANTOR hereby
releases and relinquishes to the STATE any and all abutter's rights including access
rights, appurtenant to GRANTOR's remaining property, in and to the freeway.
The bearings and distances used in the above description are based on the California
Coordinate System of 1983, Zone 6. Divide distances shown by 0.99991351 to obtain
ground level distances.
This real property description has been prepared by me, or under my direction, in
conformance with the Professional Land Surveyor's Act.
Signature
Professional Land Surveyor
Date: September 14 2021
LAND 9L��
EXP. 12/31 /21
IMCAL�Fb
08-Riv-15-PM 8.3 2/2
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On before me, , Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
08-Riv-15-PM 8.3
(Seal)
CITY OF TEMECULA
Office of the City Clerk
41000 Main Street
Temecula, CA 92590
CERTIFICATE OF ACCEPTANCE OF GRANT DEED
(Govt. Code § 27281)
(Assessor's Parcel Number(s) 910-020-077, 910-060-002, 910-060-003, 910-060-009)
This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula that
certain real property located in the City of Murrieta, County of Riverside described more
particularly in Exhibit "A" to said Grant Deed, is hereby accepted under the authority of the City
Council of the City of Temecula, and the City of Temecula consents to the recordation thereof by
its duly authorized officer.
Dated:
ATTEST:
Randi Johl, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney
CITY OF TEMECULA, a municipal corporation
Aaron Adams, City Manager
Exhibit "D"
Form of Consent and Disclaimer of Interest of BWTB Jackson Street, LLC
Exhibit "D"
11086-0204\2610497v2.doe
RECORDING REQUESTED BY
WHEN RECORDED RETURN TO:
CITY OF TEMECULA
41000 Main Street
Temecula, California 92590
Attention: City Clerk's Office
Space Above for Recorder's Use
Assessor's Parcel Nos. [X] Portions 910-020-077, 910-060-002, 910-060-003, 910-060-009 and 910-060-015
Documentary Transfer Tax $0.00
This Instrument is for the benefit of the City of Temecula and is exempt from Recording Fees (Govt. Code § 27383),
Filing Fees (Govt. Code § 6103), and Documentary Transfer Tax (Rev & Tax Code § 11922).
CONSENT AND DISCLAIMER OF INTEREST OF BWTB JACKSON STREET LLC
Larchmont Park, LLC, a California limited liability company ("Owner") is the record fee owner
of that certain vacant real property located on the west side of Jackson Avenue near Fig Street in
the City of Murrieta, California, and identified as Riverside County Tax Assessor's Parcel
Numbers 910-020-077, 910-060-002, 910-060-003, 910-060-009 and 910-060-015 ("Property").
Owner intends to sell to the City of Temecula, a municipal corporation in fee an approximate
52,090 square foot portion of the Property ("Subject Fee Property") for public use, namely public
street and highway purposes, retention wall construction, drainage, public utilities, and all uses
necessary or convenient thereto in connection with the City's proposed construction of the
I- I5/French Valley Parkway Improvements — Phase II ("Phase II") and described more particularly
in Exhibit "A" hereto, which is incorporated herein by this reference. The Subject Fee Property
includes any interests of Owner in and to a ground lease in connection with the outdoor advertising
structure/ billboard ("subject billboard") located on the property line of the portion of the Larger
Parcel identified as APN 910-060-002 that abuts the adjacent parcel identified as APN 910-060-
004.
BWTB Jackson Street, LLC, a California limited liability company (`BWTB Jackson Street,
LLC") claims to have an interest in portions of the Property. Owner has informed BWTB Jackson
Street, LLC of Owner's intent to sell to the City the Subject Fee Property in connection with Phase
II.
BWTB Jackson Street, LLC hereby consents to Owner's sale to the City of the Subject Fee
Property and hereby disclaims any right, title or interest in or to the Subject Fee Property more
particularly described in Exhibit "A" hereto, including any interests in and to the subject billboard.
Further, BWTB Jackson Street, LLC also disclaims any right or interest in and to the just
compensation that the City may pay to Owner for the Subject Fee Property.
BWTB Jackson Street, LLC, a California
limited liability company
Date: By:
Title:
Exhibit "A"
Legal Description of Subject Fee Property
EXHIBIT "A!'
LEGAL DESCRIPTION
Those portions of Lots 124 and 125 per MAP of the TEMECULA LAND AND WATER
COMPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated
in the City of Murrieta, County of Riverside, State of California, said map recorded in
Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego,
said portions lying northeasterly of the freeway and southwesterly of the following
described LINE 'A':
COMMENCING at the comer common to Lot 123 and Lot 124, of said map, in the
centerline of Jackson Avenue as shown on map riled in Book 142 of Records of
Survey, pages 89 through 104, in the Office of the County Recorder of Riverside
County- thence along the line common to said lots South 48'17'42'West 494-16 feet
to the freeway right of way and the southeasterly most comer of that certain parcel
of land described in deed to the State of Calffomla recorded October 21, 1974, in
Book 1974, page 134994 in Official Records of said Riverside County, said comer
being the southerly terminus of the segment of line described as
South 31'47'59" East 856.15 feet in said deed, said comer also being the
POINT OF BEGINNING of said LINE 'W'; thence departing said common line and
proceeding along said freeway right of way and said segment of line
North 31'47'58' West 207.48 feet,- thence departing said freeway right of way and
said segment North 25100'0T West 45728 feet to the beginning of a curve concave
southwesterly and having a radius of 3550-00 feet-, thence along said curve through
a central angle of 7"08'21' a distance of 442.34 feet, thence Noah 23'5951'West
175,013 feet" thence North 33'28'38' West 212-63 feet; thence
South 62'51'13' West 23-24 feet to the freeway right of way and the northeasterty
line of that certain parcel of landdescribed in deed to the State of California recorded
February 24, 1975 in Book 1975, Page 21238 in said Official Records-, thence along
said freeway right of way and said northeasterly line North 27'08'47'West
143-81 feet to the northerly most angle point of said northeasterly line, and the
southerly most comer of that certain parcel of land described by Directors Deed
recorded October 18, 1982 in Book 1982, Page 179874 in said Official Records-,
thence North 27'08'47'West 396.65 feet along said freeway right of way and the
southwesterly line of said Director's Deed to the POINT OF TERMINUS of said LINE
"A', said terminus being the intersection of said freeway right of way and the
southwesterly right of way line of said Jackson Avenue,
Containing 52, G90 square feet, more or less_
Togetherwith underlying fee interest if any, contiguous to the above described
property in and to the adjoining freeway-
08-Riv-1 5-PM 83 1/2
EXHIBIT "AH
LEGAL DESCRIPTION
This conveyance is made for the purpose of a freeway and the GRANTOR hereby
releases and relinquishes to Me STATE any and all abutter's rights including access
rights, appurtenant to GRANTOR's remaining property, in and to the freeway.
The bean ngs and distances used in the above description are fused on the California
Coordinate System of 1983, Zone 6_ Divide distances shown by 0 99991351 to obtain
ground Ievel distances.
This real property description has been prepared by me, or under my direction, in
conformance with the Professional Land Surveyors Act.
signature: 4aN
Pm`ession.al Land Surveyor H�L;�Fj.
Date September 14. 202
EXP. 12 f 31 /21
P
08-Riv-15-PM 8.3 2/2
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On
before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)