HomeMy WebLinkAbout2023-12 CC ResolutionRESOLUTION NO.2023-12
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA APPROVING AGREEMENT BETWEEN
CITY OF TEMECULA AND RANCON COMMERCE
CENTER PHASES 2,3 & 4, INC. IN CONNECTION WITH
OVERLAND DRIVE EXTENSION PROJECT, PW16-06
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. Findings.
A. The City of Temecula ("City") is a municipal corporation, located in the County of
Riverside, State of California.
B. The Overland Drive Extension Project, PW 16-06 ("Overland Drive Extension
Project") is identified in the City's Capital Improvement Program (CIP) Budget. The Overland
Drive Extension Project, which extended Overland Drive from Commerce Center Drive to
Enterprise Circle West, was completed in fall of 2018. The Overland Drive Extension Project
included the demolition of three buildings located between Commerce Center Drive and Enterprise
Circle West. It constructed new roadway improvements, including curbs and gutters, sidewalks,
handicap access ramps, storm drains, adjusted certain utility facilities, and installed landscaping
and irrigation. On December 10, 2019, the City Council accepted the improvements for the
Overland Drive Extension Project and directed the City Clerk to file the Notice of Completion.
On January 15, 2020, the Notice of Completion was recorded as Document Number 2020-0019782
of Official Records of the County of Riverside.
C. The Overland Drive Extension Project required the acquisition of certain real
property interests from five parcels, including the acquisition of three parcels in fee ("Subject
Properties") and certain permanent easements and temporary construction easements on the
remaining two parcels. The Rancon Commerce Center Phases 2, 3 & 4, Inc., a California non-
profit mutual benefit corporation ("Association") has certain interests in the Subject Properties
pursuant to the Declaration of Protective Covenants for Rancon Commerce Center Phases 2, 3 &
4, Inc. recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the
County of Riverside, and any and all amendments and or modifications to said Declaration of
Protective Covenants (collectively referred to as "Declaration of Protective Covenants"). The City
has requested that the Association de -annex certain portions of the Subject Properties from the
Declaration of Protective Covenants. The attached Agreement Between City of Temecula and
Rancon Commerce Center Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension
Project, PW16-06 ("Agreement") is for the completion of the outstanding obligations in
connection with the removal of certain portions of the Subject Properties from the Declaration of
Protective Covenants and the compensation due to the Association for the impact of said removal,
landscape improvement, landscape maintenance, and related costs.
D. Pursuant to Government Code Section 7267.2, the City extended a written offer to
the Association on September 5, 2013 to compensate the Association for the impact to the
Association of the City's acquisition of the Subject Properties in connection with the Overland
Drive Extension Project. The offer included compensation to the Association for the impacts
arising in connection with the City's acquisition of the Subject Properties and construction of the
Overland Drive Extension Project, including compensation relating to the assessments for the
Subject Properties and landscape maintenance costs. During the Parties' good faith negotiations,
the Association informed the City that it wished to defer further negotiations until the City
completed construction of the Overland Drive Extension Project to enable the Association to
analyze all impacts of said Project on the interests of the Association, landscape maintenance areas.
E. The Parties resumed their good faith negotiations after the City completed the
construction of the Project, and have reached an agreement for the total just compensation that the
City will pay to the Association for the impact to the Association of the City's acquisition of the
Subject Properties in connection with the Overland Drive Extension Project, including
compensation to the Association for the impacts arising in connection with the City's acquisition
of the Subject Properties and construction of the Overland Drive Extension Project, assessments
for the Subject Properties and landscape improvement and maintenance costs.
F. At its meeting of September 10, 2013, the City Council approved the Mitigated
Negative Declaration (MND) and Mitigation Monitoring Plan for the Murrieta Creek Overcrossing
and Overland Drive Extension Project (PW00-26). The MND considered the environmental
impacts of Phase I, which consists of the improvements for the Overland Drive Extension Project,
PW 16-06, and demolition of certain structures. The MND also considered the impacts of Phase
2, which will construct Overland Drive between Enterprise Circle West and Diaz Road, including
a bridge over Murrieta Creek. The City Council found that based on the record before it (1) the
MND was prepared in compliance with California Environmental Quality Act ("CEQA"); (2) there
is no substantial evidence that the Murrieta Creek Overcrossing and Overland Drive Extension
Project, of which the Overland Drive Extension Project is a part, will have a significant effect on
the environment that cannot be adequately and feasibly mitigated with the adopted Mitigation
Monitoring Program; and (3) the MND reflects the independent judgment and analysis of the City
Council. The City duly filed the Notice of Determination in accordance with CEQA.
Section 2. Approval of Agreement between City and Association. The City
Council hereby approves the Agreement Between City of Temecula and Rancon Commerce Center
Phases 2, 3 & 4, Inc. in Connection with Overland Drive Extension Project, PW16-06.
Section 3. Environmental Analysis. The environmental effects of the City's
acquisition of the property interests needed for the Overland Drive Extension Project were studied
as an integral part of the MND and Mitigation Monitoring Program for the Murrieta Creek
Overcrossing and Overland Drive Extension Project (PW00-26). The findings made by the City
Council at its meeting on September 10, 2013 in approving the MND and the Mitigation
Monitoring Program are the appropriate findings for the acquisition of the property interests
needed for the Overland Drive Extension Project and impacts of the Project. In connection with
the attached Agreement, City staff reviewed all of the environmental documentation prepared in
connection with the Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-
26), including, but not limited to, the MND, Mitigation Monitoring Program, the initial
environmental study, agenda report relating to the approval of the MND, and the Notice of
Determination. 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 Murrieta Creek Overcrossing and Overland Drive Extension Project (PW00-26),
of which the Overland Drive Extension Project, PW16-06, is a part; no substantial changes have
occurred in the circumstances under which the Murrieta Creek Overcrossing and Overland Drive
Extension Project (PW00-26) is undertaken; and that the City has obtained no new information of
substantial importance that would require further environmental analysis, including the fact that
no mitigation measures previously found not to be feasible would in fact be feasible. These
environmental findings are the appropriate findings with respect to the completion of the
obligations in connection with the City's acquisition of the Subject Properties and impacts of the
Overland Drive Extension Project.
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 Quit Claim Deeds
for the transfer of the Remnant Areas on the remainder portions of two of the Subject Properties
that were created as a result of the construction of the Project, which consist of (i) an approximate
6,859 square foot portion of Lot 25 of Tract Map 16178 and (ii) an approximate 3,917 square foot
portion of Lot 14 of Tract Map 16178, which are described more particularly in the Quitclaim
Deeds attached as Exhibit `B-3" and Exhibit `B-4" to the Agreement, and other similar agreements
and documents as contemplated by or described in the Agreement or as necessary and convenient
to effectuate the transactions contemplated therein.
Section 5. Certification. The City Clerk shall certify the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula
this 14'h day of February, 2023.
ATTES .
Randi Johl, City Clerk
[SEAL]
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ZS4��La,�
Zak Schwank, Mayor
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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. 2023-12 was duly and regularly adopted by the City Council of the City of
Temecula at a meeting thereof held on the 14'' day of February, 2023, by the following vote:
AYES: 5 COUNCIL MEMBERS: Alexander, Brown, Kalfus, Schwank,
Stewart
NOES: 0 COUNCIL MEMBERS: None
ABSTAIN: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
Randi Johl, City Clerk
4
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Agreement Between City of Temecula and Rancon Commerce Center
Phases 2, 3 & 4 Inc. in Connection with Overland Drive Extension
Project, PW16-06
This Agreement Between the City of Temecula, a municipal corporation (“City”)
and the Rancon Commerce Center Phases 2, 3 & 4, Inc., a California non-profit mutual
benefit corporation (“Association”) in Connection with Overland Drive Extension Project,
PW16-06 (“Agreement”) is entered into as of the date this Agreement is fully executed by
the City and the Association (“Effective Date”). The City and the Association may be
referred to below collectively as the “Parties”.
RECITALS
A. The City completed construction of the Overland Drive Extension Project,
PW16-06, which extended Overland Drive from Commerce Center to Enterprise Circle
West (“Overland Drive Extension Project”). The City acquired in fee the following real
properties (referred to below collectively as the “Subject Properties”) in connection with
the Overland Drive Extension Project:
(i) Real property commonly known as 27499 Commerce Center Drive,
Temecula, and identified as Riverside County Tax Assessor’s Parcel
Number (APN) 921-480-031 pursuant to a Grant Deed recorded on
October 15, 2013 as Document No. 2013-0491640 of Official
Records of the County of Riverside.
(ii) Real Property commonly known as 27495 Enterprise Circle West,
Temecula, and identified as APN 921-480-013 pursuant to a Grant
Deed recorded on August 29, 2012 as Document No. 2012-0412158
of Official Records of the County of Riverside.
(iii) Real property commonly known as 27498 Enterprise Circle West,
Temecula, and identified as APN 921-480-020 pursuant to a Grant
Deed recorded on June 8, 2012 as Document No. 2012-0264726 of
Official Records of the County of Riverside.
B. The Subject Properties are subject to that certain Declaration of Protective
Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. recorded on October 14,
1986 as Instrument Number 254851 of Official Records of the County of Riverside, and
any and all amendments and or modifications to said Declaration of Protective Covenants
(collectively referred to as “Declaration of Protective Covenants”), which are incorporated
herein by this reference.
C. The Association, formerly known as the Rancho California Business Center
Phases 2, 3 and 4, Inc., has certain interests in the Subject Properties pursuant to the
Declaration of Protective Covenants. Section 3.5 of the Declaration of Protective
Covenants requires the Association to administer the common affairs and management of
the Rancon Commerce Center, Phases 2, 3 & 4, Inc. Section 4.1 provides that in addition
to the powers, rights, and duties provided elsewhere in the Declaration of Protective
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Covenants, the Articles of Incorporation and the By-laws, the Association has the duty to
(i) enforce and comply with the provisions of the Declaration of Protective Covenants; (ii)
pay taxes, special assessments or other liabilities which are or would become a lien on the
Common Area, or any portion thereof; (iii) levy assessments and perfect and enforce liens;
(iv) enter into contracts and perform the duties set forth in the Declaration of Protective
Covenants, including but not limited to maintenance and repair of the common areas,
landscape maintenance areas, and storm drain systems; and (v) borrow funds to pay the
costs of operation, secured by assignment or pledge of rights against delinquent owners as
provided in said Section 4.1.
D. Pursuant to Sections 12.3 and 13.2 of the Declaration of Protective
Covenants, the Association has certain maintenance easement rights over the Landscape
Maintenance Areas, Common Areas, and Storm Drain System described in the Declaration
of Protective Covenants. The Amendment of Declaration of Protective Covenants for
Rancon Commerce Center Phases 2, 3 & 4, Inc. recorded on May 20, 1987 as Instrument
Number 141902 of Official Records of the County of Riverside amended Section 1.16 of
the Declaration of Protective Covenants recorded on October 14, 1986 as Instrument
Number 254851 of Official Records of the County of Riverside to define Landscape
Maintenance Areas as “all plantings, planted trees, shrubs, irrigation systems, walls,
sidewalks, embellished pavement, monument signs and other landscaping improvements
located (i) within the landscaping easements owned by the Association and (ii) behind the
curb and within the street right of way and described in Exhibit “DA” [to said Amendment].
The Landscape Maintenance Areas are to be maintained by the Association in accordance
with the provisions of this Declaration. The Landscape Maintenance Areas of the Property
are further depicted in the drawings marked Exhibits “DA-1”, “DA-2”, “DA-3”, and “DA-
4” [to said Amendment]. . .” Said Exhibits depicting the Landscape Maintenance Areas are
attached hereto collectively as Exhibit “A” hereto and incorporated herein by this
reference.
E. The City’s construction of the Overland Drive Extension Project will impact
the assessments received by the Association for the Subject Properties and certain
Landscape Maintenance Areas. Accordingly, on September 5, 2013, the City extended a
written offer to the Association to compensate the Association for the impact to the
Association of the City’s acquisition of the Subject Properties in connection with the
Overland Drive Extension Project. The offer included compensation to the Association for
the impacts arising in connection with the City’s acquisition of the Subject Properties and
construction of the Overland Drive Extension Project, including compensation relating to
the assessments for the Subject Properties and landscape maintenance costs.
F. The Parties acknowledge that the City is authorized to acquire real property
interests, including declarations of covenants, conditions and restrictions, by eminent
domain for a public use, including public street purposes, and all uses necessary or
convenient thereto, pursuant to the authority conferred upon the City of Temecula by
California Constitution Article 1, Section 19, California Government Code Sections 37350,
37350.5, 37351, 37353, 40401, and 40404, California Code of Civil Procedure Section
1230.010 et seq. (Eminent Domain Law), including, but not limited to, Code of Civil
Procedure Section 1240.410, and other provisions of law. The Declaration of Protective
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Covenants does not contain a provision that allows the Association’s Board of Directors to
de-annex or remove properties from the Declaration of Protective Covenants in situations
where said properties are acquired by a public entity for a public use, such as the
construction of public street improvements for the Overland Drive Extension Project.
Accordingly, the Parties discussed that it would be necessary to enter into an agreement to
set forth the compensation to the Association and terms and obligations of the Parties and
to set forth the procedures necessary to de-annex the Subject Properties from the
Declaration of Protective Covenants in connection with the City’s construction of the
Overland Drive Extension Project.
G. The City commenced construction of the Overland Drive Extension Project
in 2017 and completed construction in fall 2018. The City Council accepted the Overland
Drive Extension Project and directed the City Clerk to file the Notice of Completion on
December 12, 2019. The Association wished to defer final negotiations until the
construction was completed to confirm the final impacts of the acquisition of the Subject
Properties and construction of the Overland Drive Extension Project on the interests of the
Association. The City and the Association desire to resolve all issues relating to the City’s
compensation to the Association in connection with the Association’s interests in the
Declaration of Protective Covenants, impacts to the assessments the Association will
receive based on the de-annexation or removal of the Subject Properties from the
Declaration of Protective Covenants, and costs and obligations relating to the Landscape
Maintenance Areas, subject to the terms and conditions herein and to set forth the
agreement of the Parties regarding the amendment to the Declaration of Protective
Covenants to de-annex or remove the Subject Properties from the Declaration of Protective
Covenants. It is not the intent of the Parties to de-annex or remove the Remnant Areas
described in Section 6 below from the Declaration of Protective Covenants.
NOW THEREFORE, in consideration of the above Recitals, which are
incorporated herein by this reference, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City and the Association agree to the
following:
1. Impact of Overland Drive Extension Project on Interests of Association.
Pursuant to the Declaration of Protective Covenants, the Association receives certain
quarterly assessments for the Subject Properties acquired by the City in connection with
the Overland Drive Extension Project. The City demolished the buildings on the Subject
Properties and constructed public street improvements on portions of the Subject Properties
in connection with the Overland Drive Extension Project, including public street, sidewalk,
curb, gutter, drainage improvements, landscaping, and irrigation improvements.
2. Construction of Overland Drive Extension Project is a Public Use. The
City’s use of the Subject Properties for public street purposes is a public use. The
construction of the Overland Drive Extension Project will require the de-annexation or
removal of the Subject Properties from the Declaration of Protective Covenants. The
Declaration of Protective Covenants does not contain a provision for the Board of the
Association to remove properties from the Declaration of Protective Covenants when said
properties are acquired by a public entity for a public use, such as a public street
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improvement project. Accordingly, an amendment to the Declaration of Protective
Covenants is necessary to authorize the de-annexation or removal of the Declaration of
Protective Covenants from the chain of title for said Subject Properties. The de-annexation
or removal of the Subject Properties from the Declaration of Protective Covenants will
impact the quarterly assessments received by the Association and certain Landscape
Maintenance Areas.
3. City’s Offer to Association and Negotiations. On September 5, 2013, the
City extended a written offer to the Association based on the City’s independent appraiser’s
valuation analysis of the present value calculations of the quarterly assessment fees of the
Subject Properties and landscape maintenance impacts to the Association in connection
with the Overland Drive Extension Project. The City’s September 2013 offer was based
on the present value calculations based on a discount rate of 5% for 20 years. Based on
the negotiations between the Parties, the City obtained updated present value calculations
in April 2018. The updated present value calculations used a discount rate of 4% for 30
years (120 payments). The City’s independent appraiser based the updated present value
calculations on the following:
a. The appraiser determined that a 4% discount rate was appropriate
for the 30-year period and arrived at a total estimate of compensation of $41,800, which
includes compensation for the lost assessment revenue for the Subject Properties.
APN
Address/ Location
921-480-020
27498 Enterprise
Circle West
921-480-013
27495
Enterprise
Circle West
921-480-031
27499
Commerce
Center Drive
Quarterly Assessment $170.19 $239.08 $190.45
Discount rate 4.0% 4.0% 4.0%
Years to Maturity 30 30 30
Present Values $11,862 $16,664 $13,274
Total Present Value Estimate $41,800
b. The quarterly assessments for the Subject Properties remain the
same.
c. The 4% discount rate used for the calculation is based on the
appraiser’s interpretation of current market trends.
4. Total Compensation. The City shall pay to the Association the Total
Compensation of $112,439.16 (One Hundred TwelveThousand Four Hundred Thirty-Nine
Dollars and Sixteen Cents) (“Total Compensation”). The Total Compensation of
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$112,439.16 consists of the following: (i) Monetary Just Compensation of $41,800 (Forty-
One Thousand Eight Hundred Dollars) described in Section 4.a. below, (ii) the reasonable
replacement costs of the monument signs in the amount of $31,000 described below in
Section 4.b, and (iii) the total sum of $39,639.16 for replacement of damaged landscaping
and the landscape improvement costs described in Section 5.a.
a. Monetary Just Compensation. The total sum of $41,800 (“Monetary
Just Compensation”) as the total monetary compensation for the Association’s interests
pursuant to the Declaration of Protective Covenants recorded against the Subject Properties
acquired by the City in connection with the present value calculations of the quarterly
assessment fees for the Subject Properties.
b.Replacement Costs for Monument Signs. The construction of the
Overland Drive Extension Project impacted two monument signs located on one of the
Subject Properties purchased by the City in fee (27499 Commerce Center Drive, Temecula,
Lot 25 of Tract Map No. 16178). The Parties each obtained estimates for the replacement
costs of the monument signs. The Total Compensation herein includes payment in the
amount of $31,000 for reasonable replacement costs of the monument signs based on the
estimate provided by Miko Mountainlion, Inc. A copy of the estimate for the reasonable
replacement costs of the monument signs and a depiction of the monument signs that were
impacted by the Project are attached collectively as Exhibit “E” hereto and incorporated
herein by this reference.
c.Payment of Total Compensation and Waiver of Right to Take
Objections.
(i) Payment of Total Compensation. Within fourteen business
days of the Effective Date, the City will issue a warrant in the amount of the $112,439.16
Total Compensation payable to Rancon Commerce Center Phases 2, 3 & 4, Inc. and mail
said warrant as follows:
Rancon Commerce Center, Phases 2, 3 & 4, Inc.
Attention: Associa Equity Management & Realty Property Services
42430 Winchester Road
Temecula, California 92590
(ii) Waiver of Objections to Right to Take. In consideration for
the City’s payment to the Association of the Total Compensation, Association agrees that
if it is necessary for the City to file any eminent domain proceeding in connection with the
condemnation of the Declaration of Protective Covenants interests from the Subject
Properties, the Association will not challenge the City’s right to take the interests of the
Association in the Subject Properties pursuant to the Declaration of Protective Covenants
or the City’s right to construct the Overland Drive Extension Project in the area comprising
the Subject Properties that are subject to the Declaration of Protective Covenants. The date
on which the City issues the warrant for the Total Compensation shall be deemed the
“effective date of possession” in any eminent domain proceeding filed by the City to
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condemn the Declaration of Protective Covenants from the Subject Properties in which the
Association is a party.
(iii) Association’s Reasonable Administrative and Legal Costs
Relating to Removal or De-Annexation of Subject Properties from Declaration of
Protective Covenants. The City will also pay to the Association a total sum not to exceed
$10,000.00 (Ten Thousand Dollars) for the reasonable administrative and legal costs
associated with the Association’s work and preparation of documents relating to the de-
annexation of the Subject Properties from the Declaration of Protective Covenants and/or
removal of the Declaration of Protective Covenants from the chain of title for the Subject
Properties, including but not limited to reasonable costs for correspondence, preparation of
documents relating to votes for said de-annexation and necessary meetings of the
membership and Boardmembers in connection with said de-annexation (“Association’s
Reasonable Administrative and Legal Costs”), mailing, and recording costs.
a.Payment of Association’s Reasonable Administrative and Legal
Costs. The City will issue a warrant payable to Rancon Commerce Center, Phases 2, 3 &
4, Inc., in an amount not to exceed $10,000.00 and mail it by first-class mail within 14
business days of receiving an invoice itemizing the Association’s Reasonable
Administrative and Legal Costs discussed above. The City will mail the warrant as
follows:
Rancon Commerce Center, Phases 2, 3 & 4, Inc.
Attention: Associa Equity Management & Realty Property Services
42430 Winchester Road
Temecula, California 92590
5. Landscape Maintenance Areas. The City’s acquisition of the Subject
Properties and construction of the Overland Drive Extension Project removed
approximately 2,319.72 square feet in one section and 1,189.73 square feet in another
section of the Association’s existing Landscape Maintenance Areas within the public right
of way, which are depicted collectively on Exhibit “B-1” hereto. The acquisition of the
Subject Properties and construction of the Overland Drive Extension Project created an
approximate 2,106.50 square feet of Landscape Maintenance Areas within the street right
of way depicted on Exhibit “B-2”. Accordingly, the acquisition of the Subject Properties
and construction of the Overland Drive Extension Project did not result in any net increase
in the total size of the Association’s Landscape Maintenance Areas, in the after condition.
a.Consideration for Landscape Improvements. The City submitted
landscape plans and irrigation plans to the Association for approval prior to constructing
the Overland Drive Extension Project. Based on negotiations with the Association, the
City caused its contractor for the Overland Drive Extension Project to install certain
irrigation improvements and trees in the approximate 2,106.5 square feet of landscape area
created within the public right of way depicted on Exhibit “B-2” hereto. Association
requested that plants and landscape improvements that differed from those described in the
City’s landscape plans for the Overland Drive Extension Project be installed in said area.
The Parties agreed that the City would pay to the Association the portion of the subject
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landscape costs for the Overland Drive Extension Project that the City had allocated for
said landscape improvements. Accordingly, the Parties agree that the City will pay the
Association the sum of $8,112.00 for the Association to install the drought-tolerant plants
and landscape improvements that Association determines are most compatible with
Association’s plans for said areas. In addition, there are landscaped areas that were
distressed during construction. These areas are shown on Exhibit “C”, which is attached to
this Agreement and incorporated herein by this reference. The total distressed area is
approximately 25,221.73 square feet in size. At a cost of $1.25 per square foot, the total
compensation for the landscaping of the distressed areas is $31,527.16. Therefore, the total
compensation for the replacement landscaping and new landscape improvements is
$39,639.16.
b.Replacement of Irrigation Main. As of the Effective Date, the City
has caused Rancho California Water District to replace with material of like kind and
quality a two-inch irrigation main impacted during the construction of the Project. Said
irrigation main benefitted the common areas and/or landscape maintenance areas for which
the Association is responsible. On May 5, 2021, Ray Crain of Total Landcare, LLC, which
provides landscaping services for the Association, inspected and approved the operation of
the two-inch irrigation main.
6. Remnant Areas. The acquisition of the Subject Properties and construction
of the Project resulted in certain Remnant Areas on the remainder portions of two of the
Subject Properties acquired by the City. The Remnant Areas are approximately 10,776
square feet in size and are comprised of (i) an approximate 6,859 square foot portion of
Lot 25 of Tract Map 16178 and (ii) an approximate 3,917 square foot portion of Lot 14 of
Tract Map 16178, which are described more particularly in the Quitclaim Deeds attached
as Exhibit “B-3” and Exhibit “B-4”, respectively free and clear of any liens and taxes.
a.Transfer of Remnant Areas. The City agrees that, within 60 days of
the Effective Date, it will transfer to the Association pursuant to Quitclaim Deeds in the
forms attached as Exhibit “B-3” and Exhibit “B-4” hereto its interest in the Remnant Areas
described therein.
b.No De-Annexation for Remnant Areas. The Parties agree that the
Remnant Areas described in the Quit Claim Deeds attached as Exhibit “B-3” and Exhibit
“B-4” will not be included in the de-annexation of the Subject Properties from the
Declaration of the Protective Covenants.
7. Procedure for De-Annexation. The Association has conducted a meeting of
the members of the Association to conduct a vote to amend the Declaration of Protective
Covenants to facilitate de-annexation or removal of the Subject Properties from the
Declaration of Protective Covenants. Section 9.2.1 of the Declaration of Protective
Covenants provides that the Declaration of Protective Covenants “may be terminated,
extended, modified or amended, with the written consent of the property owners of Lots
comprising 66 2/3% (Sixty-Six and Two-Thirds Percent) of the Net Acres contained in the
Rancon Commerce Center business park.” The Association informed the City that at least
66 2/3% of the membership voted to approve the Second Amendment to the Declaration
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of Protective Covenants, which authorizes the Board of Directors to de-annex certain
properties from said Declaration of Protective Covenants in accordance with the amended
Sections 18.2, 18.3, and 18.4. The Second Amendment to Declaration of Protective
Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. was recorded on March 16,
2021 as Document Number 2021-0166996 of Official Records of the County of Riverside.
Accordingly, the Association and Board of Directors will take necessary actions, including
recording an Amendment to the Declaration of Protective Covenants to remove or de-
annex the Subject Properties from said Declaration of Protective Covenants within 60 days
of the Effective Date. Said removal and/or de-annexation will not include the Remnant
Areas. A copy of the recorded Second Amendment to the Declaration of Protective
Covenants is attached as Exhibit “D” hereto and incorporated herein by this reference.
8. Representation and Warranties of Association. The Association makes the
following representations and warranties to the City:
a. The Association is a non-profit mutual benefit corporation that has
been duly formed and organized and is validly existing and in good standing under the laws
of the State of California.
b. The Association has the power, right, and authority as a corporation
to enter into this Agreement and to undertake the actions contemplated hereby.
c. The Association has taken all requisite action in connection with
entering into this Agreement.
d. Each individual executing this Agreement on behalf of the
Association has the legal power, right, and actual authority to legally bind the Association
to the terms and conditions of this Agreement.
e. The execution and delivery of this Agreement and compliance with
the terms of this Agreement by the Association do not violate the Declaration of Protective
Covenants or other documents that are legally binding on the Association.
f. The Association has all corporate authorizations necessary to
execute and deliver this Agreement.
g. The Association is not aware of any litigation or proceedings by or
against the Association that may affect the Association’s performance of its obligations
under this Agreement.
h. The Association is not aware of any litigation or proceedings by or
against the members of the Association relating to the Overland Drive Extension Project.
9. Representations and Warranties of the City. The City makes the following
representations and warranties to the Association:
a. The City has the power, right, and authority to enter into this
Agreement and to undertake the actions contemplated hereby.
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b. The City has taken all requisite action needed to enter into this
Agreement.
c. The person executing this Agreement on behalf of the City is
authorized to execute the Agreement on behalf of the City.
d. This Agreement is, and all documents required hereby to be
executed by the City, will be valid, legally binding obligations of, and enforceable against,
the City in accordance with their terms.
e. The City is not aware of any litigation or proceedings by or against
the City that may affect the City’s performance of its obligations under this Agreement.
10. Notices. All notices and demands will be given in writing by certified or
registered mail, postage prepaid, and return receipt requested, or by overnight carrier.
Notices will be considered given upon the earlier of (a) two business days following deposit
in the United States mail, postage prepaid, certified or registered, return receipt requested,
or (b) one business day following deposit with an overnight carrier service. The Parties
will address such notices as provided below or as may be amended by written notice:
City: City of Temecula
41000 Main Street
Temecula, California 92590
Attention: Aaron Adams, City Manager
Copy to: Richards, Watson & Gershon
Attention: Peter M. Thorson, City Attorney
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Association: Rancon Commerce Center, Phases 2, 3 & 4, Inc.
Attention: Associa Equity Management &
Realty Services
42430 Winchester Road
Temecula, California 92590
Copy to: Fiore Racobs & Powers
Attention: Dennis M. Burke, Esq.
6820 Indiana Avenue, Suite 140
Riverside, California 92506-7202
11. Miscellaneous.
a.Amendments. Any amendments to this Agreement will be effective
only when duly executed by both the Association and the City.
b.Applicable Law. This Agreement will be construed and interpreted
under, and governed and enforced according to the laws of the State of California.
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11086.0166/2360718v10
c.Entire Agreement. This Agreement supersedes any prior agreement,
oral or written, and together with the Exhibits hereto and any agreements delivered
pursuant hereto, contains the entire agreement between the City and the Association on the
subject matter of this Agreement. No subsequent agreement, representation or promise
made by either party hereto, or by or to any employee, officer, agent or representative of
either party, will be of any effect unless it is in writing and executed by the party to be
bound thereby. No person is authorized to make, and by execution hereof the City and the
Association acknowledge that no person has made, any representation, warranty, guaranty
or promise except as set forth herein; and no such agreement, statement, representation or
promise that is not contained herein will be valid or binding on the City and the
Association.
d. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the heirs, executors, administrators, successors, and assigns of the
Parties hereto.
e. Counterparts and Facsimile and Electronic Signatures. This
Agreement may be executed simultaneously in one or more counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same
instrument. For purposes of this Agreement, facsimile and electronic signatures will be
deemed to be original signatures.
f. 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.
g. Interpretation and Construction. Each party has reviewed this
Agreement and each has had the opportunity to have its respective counsel review and
revise this Agreement and that 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. In this Agreement the neuter gender includes the
feminine and masculine, and singular number includes the plural, and the words “person”
and “party” include corporation, partnership, firm, trust, or association wherever the
context so requires. 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.
h. Attorneys’ Fees. If either party hereto incurs attorneys’ fees in order
to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement
or because of a breach of this Agreement by the other party, the prevailing party, whether
by suit, negotiation, arbitration or settlement will be entitled to recover reasonable
attorneys’ fees from the other party.
-12-
11086.0166/2360718v10
CITY OF TEMECULA, a municipal
corporation
Dated:____________________________
Approved as to form:
RICHARDS, WATSON & GERSHON
______________________________
Peter M. Thorson, City Attorney
By:_______________________________
, Mayor
ATTEST:
________________________________
Randi Johl, City Clerk
Exhibit “A” - Page 1
Exhibit “A”
Landscape Maintenance Areas Described in Amendment to Declaration of
Protective Covenants recorded on October 14, 1986 as Instrument Number 254851
of Official Records of the County of Riverside
Exhibit “A” - Page 2
Exhibit “A” - Page 3
Exhibit “A” - Page 4
Exhibit “B-1” - Page 1
Exhibit “B-1”
Depiction of Existing Landscape Maintenance Areas Removed by Project
Exhibit “B-1” - Page 2
Exhibit “B-2”
Exhibit “B-2”
Depiction of Landscape Areas within Right of Way Created by Proejct
(depicted in yellow)
Exhibit “B-1
Exhibit “B-3”
Form of Quitclaim Deed for 6,869 Square Foot Remnant Area
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
City of Temecula
41000 Main Street
Temecula, California 92590
With a copy to:
Rancon Commerce Center, Phases 2, 3 & 4, Inc.
Attention: Associa Equity Management &
Realty Property Services
42430 Winchester Road
Temecula, California 92590
[SPACE ABOVE FOR RECORDER’S USE ONLY]
Portions of _________________
The undersigned Grantor declares:
(1) The documentary transfer tax is _________, which is computed on the value of the property conveyed,
which is located in the City of Temecula, County of Riverside, State of California.
(2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation;
(3) This property has no separate value and should not be assessed a separate amount as provided in Revenue
& Taxation Code Section 2188.5
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, the CITY OF TEMECULA, a municipal corporation (“Grantor”), does hereby
REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER,
PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation (“Grantee”), without
representation or warranty, express or implied, all of Grantor’s right, title, and interest, if any, in
and to that certain real property located in the City of Temecula, County of Riverside, State of
California, more particularly described on Exhibit “A” and depicted roughly on Exhibit “B” hereto
(“Subject Property”), which are attached hereto and incorporated herein by this reference as if set
forth in full.
Exhibit “B-2
IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set
forth below.
Dated:______________________
Attest:
_______________________________
Randi Johl, City Clerk
CITY OF TEMECULA, a municipal corporation
By:________________________________
Aaron Adams, City Manager
Exhibit “B-3
Exhibit “B-4
Exhibit “B-5
Exhibit “B-6
Exhibit “B-7
Exhibit “B-8
A Notary Public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Riverside )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Exhibit “B-1
Exhibit “B-4”
Form of Quitclaim Deed for 3,917 Square Foot Remnant Area
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
City of Temecula
41000 Main Street
Temecula, California 92590
With a copy to:
Rancon Commerce Center, Phases 2, 3 & 4, Inc.
Attention: Associa Equity Management &
Realty Property Services
42430 Winchester Road
Temecula, California 92590
[SPACE ABOVE FOR RECORDER’S USE ONLY]
Portions of _________________
The undersigned Grantor declares:
(1) The documentary transfer tax is _________, which is computed on the value of the property conveyed,
which is located in the City of Temecula, County of Riverside, State of California.
(2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation;
(3) This property has no separate value and should not be assessed a separate amount as provided in Revenue
& Taxation Code Section 2188.5
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, the CITY OF TEMECULA, a municipal corporation (“Grantor”), does hereby
REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER,
PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation, without representation
or warranty, express or implied, all of Grantor’s right, title, and interest, if any, in and to that
certain real property located in the City of Temecula, County of Riverside, State of California,
more particularly described on Exhibit “A” and depicted roughly on Exhibit “B” hereto (“Subject
Property”), which are attached hereto and incorporated herein by this reference as if set forth in
full.
Exhibit “B-2
IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set
forth below.
Dated:______________________
Attest:
_______________________________
Randi Johl, City Clerk
CITY OF TEMECULA, a municipal corporation
By:________________________________
Aaron Adams, City Manager
Exhibit “B-3
Exhibit “B-4
Exhibit “B-5
Exhibit “B-6
Exhibit “B-7
A Notary Public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Riverside )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
1
Exhibit “C”
Landscaping Distressed During Construction
2
3
4
1
Exhibit “D”
Copy of Recorded Second Amendment to CC&Rs
2
3
4
5
1
Exhibit “E”
Estimate for Replacement of Monument Walls
2
Photographs of Removed Monument Signs