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HomeMy WebLinkAbout081418 CC Agenda In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951)694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA AUGUST 14, 2018–7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. 6:00 PM - The City Council will convene in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matter: CONFERENCE WITH LEGAL COUNSEL—PENDING LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to one matter of pending litigation: Aghapy Group v. City of Temecula, Riverside County Superior Court No. MCC1601065. Next in Order: Ordinance: 18-07 Resolution: 18-55 CALL TO ORDER: Mayor Matt Rahn Prelude Music: George and Darius Fields Invocation: To Be Announced Flag Salute: Council Member Jeff Comerchero ROLL CALL: Comerchero, Edwards, Naggar, Stewart, Rahn PRESENTATIONS/PROCLAMATIONS Presentation of Certificate of Achievement to Justin W. Rhee of Troop #304 for Attaining Eagle Scout Rank PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the City Council on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the City Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the City Council addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. 1 For all Public Hearing or Council Business items on the agenda, a Request to Speak form maybe filed with the City Clerk prior to the City Council addressing that item. Each speaker is limited to five minutes. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, 10 minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Waive Readinq of Standard Ordinances and Resolutions RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of July 24, 2018 RECOMMENDATION: 2.1 That the City Council approve the action minutes of July 24, 2018. 3 Approve the List of Demands RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Authorize Emergency Radio Rental, Maintenance, and Repair for Temecula Police Motorcycle Fleet Services for FY 2018-19 with the County of Riverside, Information Technology Division RECOMMENDATION: 4.1 That the City Council authorize emergency radio rental, maintenance, and repair for Temecula Police Motorcycle Fleet Services for FY 2018-19, in the amount of $35,802, with the County of Riverside, Information Technology Division. 2 5 Grant Easement to Eastern Municipal Water District for Installation of a Sewer Main within City Property Located at Mission Village Apartments at the Southwest Corner of Puiol Street and 6th Street RECOMMENDATION: 5.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TEMECULA AND EASTERN MUNICIPAL WATER DISTRICT IN CONNECTION WITH A GRANT OF EASEMENT FOR EASTERN MUNICIPAL WATER DISTRICT'S SEWER IMPROVEMENTS AND FINDING THE ACTION EXEMPT FROM CEQA (ASSESSOR'S PARCEL NUMBERS 940-310-050, 940-310-051, 922-054-021, 922-054-022, AND 922-054-023) 5.2 Authorize the City Manager to approve and execute any necessary documents, including the Grant of Public Service Easement attached as Attachment"1" to the Purchase and Sale Agreement in substantially the form attached, and to take all necessary actions to complete the grant of the non-exclusive easement to Eastern Municipal Water District, including without limitations, all escrow instructions and related documents. 6 Approve an Agreement for Consultant Services with MDG Associates, Inc. for the Provision of Community Development Block Grant (CDBG) Administration Services RECOMMENDATION: 6.1 That the City Council approve an Agreement for Consultant Services with MDG Associates, Inc. in the amount of $80,600, for the Provision of Community Development Block Grant (CDBG)Administration Services. 7 Approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management for Weed Abatement Maintenance Services for Fiscal Year 2018-2019 RECOMMENDATION: 7.1 That the City Council approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management, in the amount of $200,000, for Weed Abatement Maintenance Services for Fiscal Year 2018-2019. 8 Approve Recycled Water Agreements with the Rancho California Water District for the Interstate 15/ State Route 79 South Interchange Project, PW04-08 RECOMMENDATION: 3 8.1 That the City Council approve two Recycled Water Agreements with Rancho California Water District to provide recycled water for the Interstate 15 / State Route 79 South Interchange Project, PW04-08 and authorize the City Manager to execute any amendments. 9 Refect All Bids for Sidewalks - Old Town Boardwalk Enhancement, PW17-16 and Authorize the Project to be Rebid RECOMMENDATION: 9.1 Reject all Construction Bids for Sidewalks - Old Town Boardwalk Enhancement, PW17-16; 9.2 Authorize the Department of Public Works to re-advertise for Sidewalks - Old Town Boardwalk Enhancement, PW17-16 for Construction Bids. RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY 4 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: CSD 18-01 Resolution: CSD 18-05 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Rahn, Stewart, Comerchero CSD PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board of Directors addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or District Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. CSD CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Temecula Community Services District request specific items be removed from the Consent Calendar for separate action. 10 Approve the Action Minutes of July 24, 2018 RECOMMENDATION: 10.1 That the Board of Directors approve the action minutes of July 24, 2018. 11 Approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management for Homeless Encampment Cleanup Services for Fiscal Year 2018-2019 RECOMMENDATION: 11.1 That the Board of Directors approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management, in the amount of$50,000, for Homeless Encampment Cleanup Services for Fiscal Year 2018-2019. 5 CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, August 28, 2018, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 6 TEMECULA PUBLIC FINANCING AUTHORITY MEETING Next in Order: Ordinance: TPFA 18-01 Resolution: TPFA 18-07 CALL TO ORDER: Chairperson Matt Rahn ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Stewart, Rahn TPFA PUBLIC COMMENTS A total of 15 minutes is provided for members of the public to address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board of Directors addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or Authority Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. TPFA CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Temecula Public Financing Authority request specific items be removed from the Consent Calendar for separate action. 12 Approve the Action Minutes of July 24, 2018 RECOMMENDATION: 12.1 That the Board of Directors approve the action minutes of July 24, 2018. JOINT MEETING OF THE CITY COUNCIL/TEMECULA PUBLIC FINANCING AUTHORITY BUSINESS 13 Approve the Implementation Agreement with Western Riverside Council of Governments (WRCOG) for the Retrofit, Maintenance and Repair of Streetlights Acquired from Southern California Edison and Authorize City Manager to Execute Related Documents RECOMMENDATION: 13.1 That the City Council/Board of Directors adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE IMPLEMENTATION AGREEMENT BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) AND CITY OF TEMECULA TO IMPLEMENT THE RETROFIT, MAINTENANCE AND REPAIR PROGRAM FOR STREETLIGHTS ACQUIRED FROM SOUTHERN CALIFORNIA EDISON; AND MAKING FINDINGS THAT THE CITY'S ACTIONS ARE EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) REQUIREMENTS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT SUBJECT TO CITY ATTORNEY'S FINAL REVIEW 14 Authorize the Execution of Lease Financing Documents to Fund the Margarita Recreation Center Capital Improvement Project and Reduce the Interest Rate Relating to the 2011 Lease Financing RECOMMENDATION: 14.1 Adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 14.2 Adopt a resolution entitled: RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 14.3 Adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL 8 IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS 14.4 Adopt a resolution entitled: RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY OF TEMECULA'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS 15 Approve Amendments to the Fiscal Year 2018-19 Annual Operating Budget and Fiscal Years 2019-23 Capital Improvement Program Budget RECOMMENDATION: 15.1 Approve Amended Capital Improvement Program budgets for the Citywide Streetlight Acquisition and Light Emitting Diode (LED) Retrofit project and the Margarita Recreation Center project. 15.2 Appropriate $731,850 in available Measure S Fund Balance to increase the Operating Transfer Out— CIP. ADJOURNMENT OF JOINT MEETING TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS TPFA ADJOURNMENT Next regular meeting: Tuesday, August 28, 2018, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 9 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY— No Meeting TEMECULA HOUSING AUTHORITY— No Meeting RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 16 Adopt Weed Abatement Lien Resolution for Fiscal Year 2017-18 RECOMMENDATION: 16.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING CONFIRMATION OF THE SPECIAL ASSESSMENTS AGAINST PARCELS OF LAND WITHIN THE CITY OF TEMECULA FOR COSTS OF ABATEMENT AND REMOVAL OF HAZARDOUS VEGETATION FOR FISCAL YEAR 2017-18 CITY COUNCIL BUSINESS 17 Receive Presentation Regarding Cannabis Related Research and Findings with the Concurrence of the Cannabis Ad Hoc Subcommittee RECOMMENDATION: 17.1 That the City Council receive Staff's presentation of research findings and the City Council Cannabis Ad-Hoc Subcommittee's recommendations for cannabis regulations. COMMISSION REPORTS PUBLIC SAFETY REPORT CITY MANAGER REPORT CITY ATTORNEY REPORT 10 ADJOURNMENT Next regular meeting: Tuesday, August 28, 2018, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet(including staff reports and public Closed Session information) will be available for public viewing in the Main Reception area at the Temecula Civic Center (41000 Main Street, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time,the agenda packet may also be accessed on the City's website—TemeculaCA.gov—and will be available for public viewing at the respective meeting. Supplemental material received after the posting of the Agenda Any supplemental material distributed to a majority of the City Council regarding any item on the agenda, after the posting of the agenda,will be available for public viewing in the Main Reception area at the Temecula Civic Center(41000 Main Street,Temecula, 8:00 AM—5:00 PM). In addition,such material will be made available on the City's website—TemeculaCA.gov—and will be available for public review at the respective meeting. If you have questions regarding any item on the agenda for this meeting,please contact the City Clerk's Department,(951)694-6444. 11 PRESENTATIONS City of Temecula Certificate of Achievement The City Council of the City of Temecula commends the outstanding achievement of Justin W. Rhee Of Troop #304 We congratulate Justin W. Rhee for his achievement on receiving the rank of Eagle Scout, which is the highest achievement earned in Scouting. We are proud of Justin's accomplishment and wish him continued success in his promising and bright future. IN WITNESS WHEREOF, 1 have hereunto affixed my hand and official seal this fourteenth day of August,2018. Matt Rahn, Mayor Randi Johl,City Clerk CITY COUNCIL CONSENT Item No . 1 Approvals ?/'�-- City Attorney Director of Finance City Manager i CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Legislative Director/City Clerk DATE: August 14, 2018 SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl, Legislative Director/City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived. FISCAL IMPACT: None ATTACHMENTS: None Item No . 2 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JULY 24, 2018— 7:00 PM 6:00 PM - The City Council convened in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matters: 1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the grant of an easement to Eastern Municipal Water District for a wastewater line at 42360 6th Street and 28493 Pujol Street, Temecula (Assessor Parcel Numbers: 940-310-050, 940-310-051, 922-054-021, 922-054-022, and 922-054-023) to Eastern Municipal Water District on property owned by the City and leased to Temecula Gardens, L.P. The parties to the negotiations for the potential grant of easement are: Eastern Municipal Water District and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Greg Butler, Luke Watson, Peter Thorson, Paula Baeza, and Betsy Lowrey. Under negotiation are price and terms of the potential grant of the easement. 2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the potential conveyance of approximately .88 acres located on the west side of Pujol Street north of Main Street (APN 962-580-092) owned by the City. The parties to the negotiations for the potential conveyance of property are: Pacific West Development and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Peter Thorson, Greg Butler, and Luke Watson. Under negotiation are price and terms of the potential conveyance of the property to Pacific West Development. 3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS. The City Council will meet in closed session pursuant to Government Code Section 54956.8 regarding the potential conveyance of approximately 1.63 acres on the northeast corner of Wolf Valley Road and Daviana Way(APN 922-053-020 and 021)owned by the City. The parties to the negotiations for the potential conveyance of property are: National Core and the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams, Peter Thorson, Greg Butler, and Luke Watson. Under negotiation are price and terms of the potential conveyance of the property to National Core. At 7:01 PM Mayor Rahn called the City Council meeting to order to consider the matters described on the regular agenda. CALL TO ORDER: Mayor Matt Rahn Prelude Music: Cheryl Bretsnyer Invocation: Sylvester Scott of Baha'is of Temecula Flag Salute: Mayor Pro Tem Mike Naggar Action Minutes 072418 1 ROLL CALL: Comerchero, Edwards, Naggar, Stewart (absent), Rahn PUBLIC COMMENTS None CITY COUNCIL REPORTS CONSENT CALENDAR NOTICE TO THE PUBLIC 1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of July 10, 2018 - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 2.1 That the City Council approve the action minutes of July 10, 2018. 3 Approve the List of Demands - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 18-53 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Adopt Resolution to Establish the Amount of the Voter Approved Measure C Annual Special Tax Levy for Fiscal Year 2018-19 - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: Action Minutes 072418 2 4.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 18-54 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE AMOUNT OF THE SPECIAL TAX LEVY FOR FISCAL YEAR 2018-19 TO PROVIDE FOR RECREATION AND HUMAN SERVICES PROGRAMS AND THE OPERATION, MAINTENANCE AND SERVICING OF PUBLIC PARKS AND RECREATIONAL FACILITIES, MEDIAN LANDSCAPING, AND ARTERIAL STREET LIGHTS AND TRAFFIC SIGNALS 5 Receive Report Regarding Status of Upcoming Vacancies on Boards and Commissions -Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 5.1 That the City Council receive the report regarding the status of upcoming vacancies on Boards and Commissions. 6 Approve a Recycled Water Agreement with Rancho California Water District (RCWD) for Recycled Water Service to the Temecula Park and Ride Project Site, PW06-09 - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 6.1 That the City Council approve a Recycled Water Agreement with Rancho California Water District (RCWD) for the Temecula Park and Ride Project landscaping, PW06-09, as attached and authorize the Mayor to execute the agreement. 7 Approve a Grant of Easement on Portion of Assessor's Parcel Number (APN) 922-036-043, Pennypickle's Workshop, to Frontier Communications - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 7.1 That the City Council approve a Grant of Easement on portion of Assessor's Parcel Number (APN) 922-036-043, Pennypickle's Workshop (Temecula Children's Museum), to Frontier Communications and authorize the Mayor to sign the Grant of Easement. Action Minutes 072418 3 8 Accept Improvements and File the Notice of Completion for the Pavement Rehabilitation Program —Winchester Road (Jefferson Avenue to Ynez Road) PW 10-13 Federal Project No. STPL-5459(024) - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Edwards; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 8.1 Accept the improvements for the Pavement Rehabilitation Program —Winchester Road (Jefferson Avenue to Ynez Road) PW10-13, Federal Project No. STPL-5459(024), as complete; 8.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one-year Maintenance Bond; 8.3 Release the Labor and Materials Bond seven months after filing the Notice of Completion, if no liens have been filed. RECESS: At 7:07 PM, the City Council recessed and convened as the Temecula Community Services District Meeting and the Temecula Public Financing Authority Meeting. At 7:14 PM, the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL CITY COUNCIL BUSINESS 12 Receive and File the Pavement Management Program Update Report— Receive and file only. RECOMMENDATION: 12.1 That the City Council receive the Pavement Management Program Update report completed by Infrastructure Management Services, Inc. (IMS). DEPARTMENTAL REPORTS 13 Community Development Department Monthly Report 14 Fire Department Monthly Report 15 Police Department Monthly Report 16 Public Works Department Monthly Report COMMISSION REPORTS PUBLIC SAFETY REPORT CITY MANAGER REPORT Action Minutes 072418 4 CITY ATTORNEY REPORT City Attorney Thorson stated there were no reportable actions under the Brown Act in regards to the Closed Session items. ADJOURNMENT At 7:49 PM, the City Council meeting was formally adjourned to Tuesday, August 14, 2018, at 5:30 PM for Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Action Minutes 072418 5 Item No . 3 Approvals �- City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: August 14, 2018 SUBJECT: Approve the List of Demands PREPARED BY: Pascale Brown, Fiscal Services Manager Jada Shafe, Accounting Technician II RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of$9,480,207.12. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of August, 2018. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August, 2018, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk CITY OF TEMECULA LIST OF DEMANDS 07/12/2018 TOTAL CHECK RUN: $2,748,062.22 07/19/2018 TOTAL CHECK RUN: 2,297,417.40 07/26/2018 TOTAL CHECK RUN: 3,324,232.78 07/12/2018 TOTAL PAYROLL RUN: 595,415.48 07/26/2018 TOTAL PAYROLL RUN: 515,079.24 TOTAL LIST OF DEMANDS FOR 08/14/2018 COUNCIL MEETING: $ 9,480,207.12 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $3,917,060.61 125 PEG PUBLIC EDUCATION&GOVERNMENT 5,333.40 140 COMMUNITY DEV BLOCK GRANT 30,196.70 165 AFFORDABLE HOUSING 16,538.23 190 TEMECULA COMMUNITY SERVICES DISTRICT 662,216.87 192 TCSD SERVICE LEVEL B STREET LIGHTS 74,955.93 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 2,237.01 196 TCSD SERVICE LEVEL"L"LAKE PARK MAINT. 14,234.24 197 TEMECULA LIBRARY FUND 24,432.31 210 CAPITAL IMPROVEMENT PROJECTS FUND 1,970,301.54 300 INSURANCE FUND 522,091.97 305 WORKERS'COMPENSATION 62,838.12 310 VEHICLE AND EQUIPMENT FUND 75,474.84 320 INFORMATION TECHNOLOGY 232,868.45 325 TECHNOLOGY REPLACEMENT FUND 87,040.49 330 CENTRAL SERVICES 23,923.34 340 FACILITIES 60,220.14 380 SARDA DEBT SERVICE FUND 305,000.00 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 29,281.89 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 56,928.53 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 152.59 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 32,944.33 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 11,400.47 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 36,479.79 478 CFD 16-01 RORIPAUGH PHASE II 27,839.57 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,226.68 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 4,814.21 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,680.41 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 369.71 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 1,439.17 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 962.48 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 724.36 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 9,149.57 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 108.06 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 302.55 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 100.76 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 3,728.50 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,315.08 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 584.11 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 617.33 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 1,035.56 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 97.53 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 6,962.42 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 2,441.07 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 6,341.81 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 10,220.24 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 182.03 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 299.59 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 6,614.08 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 6,321.87 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 112.55 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 352.03 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 9,193.35 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 113.93 700 CERBT CALIFORNIA EE RETIREE-GASB45 9,310.00 $ 8,369,712.40 001 GENERAL FUND $ 583,295.33 140 COMMUNITY DEV BLOCK GRANT 1,317.11 165 AFFORDABLE HOUSING 7,194.73 190 TEMECULA COMMUNITY SERVICES DISTRICT 357,582.35 192 TCSD SERVICE LEVEL B STREET LIGHTS 884.82 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 2,639.48 196 TCSD SERVICE LEVEL"L"LAKE PARK MAINT. 660.76 197 TEMECULA LIBRARY FUND 4,299.91 300 INSURANCE FUND 1,423.18 305 WORKERS'COMPENSATION 3,763.85 320 INFORMATION TECHNOLOGY 66,741.77 330 CENTRAL SERVICES 6,939.88 340 FACILITIES 15,950.44 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 210.03 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 210.18 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 210.03 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 210.03 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 210.03 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 210.03 478 CFD 16-01 RORIPAUGH PHASE II 475.48 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 4.52 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 56.82 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 34.96 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 7.92 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 57.00 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 25.00 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 29.42 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 280.00 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 4.83 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 15.86 511 SERVICE LEVEL"C"ZONE 1 I MEADOWVIEW 5.73 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 174.89 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 36.31 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 13.66 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 12.74 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 40.36 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 1.23 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 167.20 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 87.26 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 222.78 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 380.05 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 6.59 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 13.15 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 308.17 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 78.20 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 4.38 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 13.24 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 449.06 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 6.59 700 CERBT CALIFORNIA EE RETIREE-GASB45 53,527.38 1,110,494.72 TOTAL BY FUND: $ 9,480,207.12 apChkLst Final Check List Page: 1 07/12/2018 12:12:42PM CITY OF TEMECULA Bank : union UNION BANK Check# Date Vendor Description Amount Paid Check Total 3865 07/05/2018 014486 VERIZON WIRELESS 5/16-6/15 7.914.72 7,914.72 CELLULAR/BROADBAND:CITYWIDE 3866 06/14/2018 006887 UNION BANK OF CALIFORNIA 020766 HARVARD BUSINESS REVIEW KH SUBSCRIPTION RENEWAL 99.00 007651 FILIPPIS PIZZA GROTTO KH RFRSHMNTS:STAFF TRAINING: 126.15 TCSD 020249 LAUND3R,COM LLC KH LAUNDRY SVC:BANQUET 71 50 TABLECLOTHS 020767 SQUARESPACE INC KH ANNUAL SUBSCRIPTION SISSLER 21600 L. 020597 LAZY DOG RESTAURANT KH RFRSHMNTS:THEATER 89.27 HOSPITALITY 020597 LAZY DOG RESTAURANT KH RFRSHMNTS'THEATER 25.62 HOSPITALITY 009612 BJS RESTAURANTS INC KH RFRSHMNTS:OUTREACH 132.63 DEPUTIES 004822 RIVERSIDE TRANSIT AGENCY KH DIAL-A-RIDE VOUCHER:MPSC 240.00 SPECIAL 006952 PAYPAL KH VERISIGN PAYFLOW PRO 290.40 TRANSACTION 004822 RIVERSIDE TRANSIT AGENCY KH DIAL RIDE.MPSC:SENIOR 390.00 PROGRAMS 017201 STATEFOODSAFETY.COM KH FOOD HANDLER VOUCHERS: 405.00 TRAINING 019825 GETTY IMAGES KH IMAGES FOR PROMOTIONAL 14900 FLYERS 016883 MUNICIPAL MANAGEMENT, KH MEMBERSHIP DUES:GILLILAND,R. 85.00 ASSOCIATION OF SO CALIF 020249 LAUND3R.COM LLC KH DRY CLEANING SVCS:CONF CTR 140.00 001365 RIVERSIDE,COUNTY OF, KH FOOD VENDOR PERMIT SUMMER 640.00 ENVIRONMENTAL HEALTH CONCERT DEPT 001365 RIVERSIDE,COUNTY OF, KH FOOD VENDOR PERMIT SUMMER 543.00 ENVIRONMENTAL HEALTH CONCERT DEPT 001365 RIVERSIDE, COUNTY OF, KH FOOD VENDOR PERMIT SUMMER 12 87 ENVIRONMENTAL HEALTH CONCERT DEPT 001365 RIVERSIDE, COUNTY OF, KH FOOD VENDOR PERMIT SUMMER 15.17 ENVIRONMENTAL HEALTH CONCERT DEPT 020250 GARDENS ALIVE.COM KH FERTILIZER FOR HORTICULTURE 39.93 3,71054 PROGRAM 3867 07/12/2018 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 1,008.45 1.00845 SUPPORT Page:1 apChkLst Final Check List Page: 2 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check 0 Date Vendor Description Amount Paid Check Total 3868 07/12/2018 017429 COBRAADVANTAGE INC,DBA REIMBURSEMENT FSA PAYMENT 15,248.25 15,248.25 THE ADVANTAGE GROUP 3869 07/12/2018 000194 1 C M A RETIREMENT-PLAN ICMA-RC RETIREMENT TRUST 457 8,597.23 8,597.23 303355 PAYMENT 3870 07/12/2018 000444 1NSTATAX(EDD) STATE TAXES PAYMENT 27,736.81 27,736.81 3871 07/12/2018 000283 INSTATAX(IRS) FEDERAL INCOME TAXES PAYMENT 91,252.34 91,252.34 3872 07/12/2018 000389 NATIONWIDE RETIREMENT OBRA-PROJECT RETIREMENT 7,165.14 7,165.14 SOLUTION PAYMENT 3873 07/12/2018 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 13,159.18 13,159.18 SOLUTION 3874 07/12/2018 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT 442.44 442.44 SOLUTION PAYMENT 3875 07/11/2018 000245 PERS-HEALTH INSUR PERS EMPLOYEE HEALTH PAYMENT 129,062.76 PREMIUM PERS EMPLOYEE HEALTH PAYMEN -0.50 129,062 26 3876 07/12/2018 000246 PERS(EMPLOYEES' PERS EMPLOYEE RETIREMENT 100,405.70 100,405.70 RETIREMENT) PAYMENT 3877 07/16/2018 010276 TIME WARNER CABLE JUL HIGH SPEED INTERNET:28922 530.20 530.20 PUJOL ST 3878 07/11/2018 005460 U S BANK CFDS EXCESS ABOVE ADMIN 193,763 59 193,763.59 BALANCE 3879 07/11/2018 000621 WESTERN RIVERSIDE JUNE 2018 TUMF PAYMENT 141,968.00 141,968.00 COUNCIL OF,GOVERNMENTS (WRCOG) 3880 07/12/2018 004236 JP MORGAN TEM GARDENS ANNUAL PLEDGE 305,000.00 305,000.00 CHASENVASHINGTON, FUND PMT MUTUAL BANK 190263 07/12/2018 020539 360 TRAINING.COM VOID-Workforce Development:360 Tmg 0.00 0.00 190264 07/12/2018 012881 41MPRINT INC,DBA:NELSON PUB ED-PREV&ANNUAL 3,115.41 3,115.41 MARKETING 190265 07/12/2018 003552 A F LA C.AFLAC PREMIUM AFLAC ACCIDENT INDEMNITY 3,906.46 3,906.46 HOLDING PAYMENT Page2 apChkLst Final Check List Page: 3 07/12/2018 12:12:42PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190266 07/12/2018 018859 AED SUPERSTORE, TRAINING EQUIPMENT:AQUATICS 4413.08 4,413.08 AEDS.COM,AED,OUTLET, ALLIED MED. PROD. 190267 07/12/2018 010904 AFECO INC DBA FIRE FTC ENGINE EQUIP:STA 12 1,089.00 1,089.00 190268 07/12/2018 003951 ALL AMERICAN ASPHALT ASPHALT PRODUCTS:CITYWIDE 288.59 288.59 190269 07/12/2018 003821 ALLSTAR FIRE EQUIPMENT TRUCK EQUIPMENT:T73 562.24 56224 190270 07/12/2018 017795 ALTA LANGUAGE SERVICES, LANGUAGE TESTING:HR 120.00 120.00 INC 190271 07/12/2018 013015 ALWAYS RELIABLE BACKFLOW SVCS:STA 95 212.00 212.00 BACKFLOW AKA:NANETTE SEMAN 190272 07112/2018 004240 AMERICAN FORENSIC NURSES PHLEBOTOMY SRVCS:TEMECULA 390.00 AFN POLICE PHLEBOTOMY SRVCS:TEMECULA P 855.00 1,245.00 190273 07/12/2018 000101 APPLE ONE INC JUN TEMP STAFFING:COMM DEV 8 6.013.62 6.01362 CITY CLERK 190274 07/12/2018 020772 ARCINIEGA, KAREN REFUND:SEC DEP:PATIO RENTAL:TCC 200.00 REFUND:PATIO RENTAL FEE:TCC 75.00 275.00 190275 07/12/2018 017797 ARTHUR J. GALLAGHER$CO LIABILITY/PROPERTY INS 552,356 41 552.356 41 INSURANCE BROKERS OF CA 7/1/18-6/30/19 190275 07/12/2018 018941 AZTEC LANDSCAPING INC JUN RESTROOMS/SHELTERS MAINT: 7.729 74 7,729.74 VAR PARKS 190277 07/12/2018 011954 BAKER AND TAYLOR INC BOOK COLLECTIONS:LIBRARY 271.84 BOOK COLLECTIONS:LIBRARY 25.82 RECORDS ON TAPE:LIBRARY 3.20 BOOK COLLECTIONS LIBRARY 115.43 BOOK COLLECTIONS:LIBRARY 61 94 BOOK COLLECTIONS:LIBRARY 1928. BOOK COLLECTIONS LIBRARY 138 97 BOOK COLLECTIONS LIBRARY -11,56 BOOK COLLECTIONS:LIBRARY 26.80 BOOK COLLECTIONS:LIBRARY 61.75 713.47 190278 07/12/2018 020770 BALLARD.ADRIENNE REFUND BALANCE ON ACCT TCSD 101 00 101.00 Page 3 apChkLst Final Check List Page: 4 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check 0 Date Vendor Description Amount Paid Check Total 190279 07/12/2018 015592 SAMM PROMOTIONAL UNIFORMS:PARK RANGERS 686 50 PRODUCTS INC UNIFORMS:SPORTS 1,005.11 STAFF UNIFORMS:CRC 2.929.40 TYE-DYE PROJECT SHIRTS SUMME 360.96 4,981 97 190280 07/12/2018 013482 BAS SECURITY JUN SECURITY SERVICES:TCSD 895.00 FACILITIES JUN SECURITY SERVICES:TCSD FA 1,161.00 SECURITY SVCS,VARIOUS SPECIAL 8.086.50 10,142.50 190281 07/12/2018 020574 BATTERY SYSTEMS INC SUPPLIES PW TRAFFIC 3,581.72 3,581.72 190282 07/12/2018 014284 BLAKELYS TRUCK SERVICE, UTILITY MAINT: U-315 348.78 348.78 AKA DONALD W BLAKELY 190283 07/12/2018 020769 BROWN,ALICIA REFUND:LOST MATERIALS 25.50 2550 RETURNED:LIBRARY 190284 07/12/2018 017973 BUSINESS CENTER CENTRAL, JACKETS SAFE DRIVER PROGRAM 265.32 265.32 LLC,DBA PRINTING GALORE 190285 07/12/2018 003138 CAL MAT, DBA VULCAN ASPHALT PURCH:PW STREET MAINT 373.57 MATERIALS CO PW PATCH TRUCK ASPHALT MATER 621 77 995.34 190286 07/12/2018 004462 CDW LLC, DBA CDW MISC SMALL TOOLS&EQUIP INFO 357.83 357.83 GOVERNMENT LLC TECH 190287 07/12/2018 020201 CIRCLE OF SAFE-T INC SART EXAMS XX80068:TEM POLICE 1.100.00 SART EXAMS XX30008:TEM POLICE 1.10000 2,200.00 190288 07/12/2018 012627 CLEAR IMAGE ENTERPRISES WINDOW WASHING SVCS:TVM 346.00 INC, DBA.CLEAR IMAGE WINDOW CL WINDOW WASHING SVCS:MPSC 215.00 WINDOW WASHING SVCS.JRC 330.00 WINDOW WASHING SVCS:CIVIC C1 3965.00 WINDOW WASHING SVCS:CRC 765.00 WINDOW WASHING SVCS:OLD TOb 245.00 WINDOW WASHING SVCS:FOC 350.00 WINDOW WASHING SVCS:TPL 2,995.00 9,211,00 190289 07/12/2018 017429 COBRAADVANTAGE INC,DBA JUN FSA&COBRAADMINSTRATION: 530.00 530.00 THE ADVANTAGE GROUP HR 190290 07/12/2018 004405 COMMUNITY HEALTH EMPLOYEE CHARITY DONATIONS 4.0C 4.00 CHARITIES PAYMENT 190291 07/12/2018 000442 COMPUTER ALERT SYSTEMS ALARM SVC REPAIR:PD OLD TOWN 75.00 75.00 OFC Page 4 apChkLst Final Check List Page: 5 07/12/2018 12:12:42PM CITY OF TEMECULA Bank; union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190292 07/12/2018 014521 COSTAR GROUP JUL 18 WEB SUBSCRIPTION.ECO DEV 453 19 453 19 INFORMATION INC 190293 07/12/2018 001264 COSTCO TEMECULA 491 SUPPLIES:PREVENTION 529.84 529.84 190294 07/12/2018 004329 COSTCO TEMECULA#491 SUPPLIES:CULTURALARTS EVENTS 99.91 MISC SUPPLIES:CRC 963.69 MISC SUPPLIES.MPSC 413.24 1,476.84 190295 07/12/2018 010650 CRAFTSMEN PLUMBING& REMOVAL OF SECTION GYM FLOOR: 600.00 HVAC INC INSPECTION PLUMB REPAIR:STA 92 4,800.00 REPAIR&INSTALL:STA 84 1,100.00 Plumbing Services: TVE2 4,130.91 INTERIOR OFFICE REPAIRS:FUTURI 8,370.00 A/C HEAT PUMP: HELP CENTER 8 200 00 CLEAR MAIN DRAIN,OLD CITY HALL 972.60 PLUMBING REPAIRS:VARI PARKS 6,092.88 Plumbing repair&service,various part 1,00000 Plumbing repair&service,various parl, 289.76 PLUMBING SVC:6TH ST RESTROOA 330.00 Water system&filter,Childrens Musel. 257.68 PLUMBING SVCS: FOC 2,928.34 INSTALL GARBAGE DISPOSAL: CRC 2,54800 PLUMBING REPAIR SVC, LIBRARY 988.00 PLUMBING REPAIR&SVC, LIBRARY 586 OC INSTALL COMMERCIAL DOORS 3,100.00 PLUMBING SRVCS&REPAIRS VAR 185.00 PLUMBING SRVCS&REPAIRS:VAR 1,900.00 48,379.17 190296 07/12/2018 000209 CROP PRODUCTION SERVICES REPAIR&MAINTENANCE: STA 12 213.42 REPAIR&MAINTENANCESTA 12 338.95 552.37 190297 07/12/2018 001393 DATATICKET INC PARKING CITATION 20000 200.00 PROCESSING POLICE 190298 07/12/2018 010543 DEERE&COMPANY UTILITY VEHICLE:PBSP 8,493.97 8,49397 190299 07/42/2018 010461 DEMCO INC TABLES:TVM BREAKROOM 2,070.68 TABLES TVM BREAKROOM 3,177.80 5,24848 190300 07/12/2018 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOMS.CITYWIDE 12020 SRVCS CLEAN-UP APR PORTABLE TOILET SRVC:MAR( 95.00 PORTA POTTY-STA 84 17020 38540 190301 07/12/2018 019720 DIVERSIFIED WATERSCAPES JUN WATER QUALITY MAINT:DUCK 6,76600 6,766.00 INC POND:HARV Page 5 apChkLst Final Check List Page: 6 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190302 07/12/2018 004192 DOWNS ENERGY FUEL& FUEL FOR CITY VEHICLES:TCSD 46464 LUBRICANTS FUEL FOR CITY VEHICLES POLICE 3830 FUEL FOR CITY VEHICLES. BLDG IN 292.27 FUEL FOR CITY VEHICLES: PLAN& 191 56 FUEL FOR CITY VEHICLES: LAND DI 78.76 FUEL FOR CITY VEHICLES: PUBLIC 216.87 FUEL FOR CITY VEHICLES TRAFFIC 323.22 FUEL FOR CITY VEHICLES:TCSD 16518 FUEL FOR CITY VEHICLES: PUBLIC 1,142.81 FUEL FOR CITY VEHICLES:STREET 41978 3,333.39 190303 07/12/2018 019293 E&F PET SUPPLIES INC K-9 FOOD&SUPPLIES TEM POLICE 94.50 94.50 190304 07/12/2018 004068 ECALDRE MANALILI-DE VILLA, TCSD INSTRUCTOR EARNINGS 332.50 AILEEN TCSD INSTRUCTOR EARNINGS 350.00 TCSD INSTRUCTOR EARNINGS 141.75 TCSD INSTRUCTOR EARNINGS 63.00 TCSD INSTRUCTOR EARNINGS 140.00 TCSD INSTRUCTOR EARNINGS 220.50 TCSD INSTRUCTOR EARNINGS 235.20 TCSD INSTRUCTOR EARNINGS 94.50 TCSD INSTRUCTOR EARNINGS 245.00 TCSD INSTRUCTOR EARNINGS 192.50 TCSD INSTRUCTOR EARNINGS 262.50 TCSD INSTRUCTOR EARNINGS 332.50 2,609.95 190305 07il2/2018 015090 EVAPCO PRODUCTS INC,DBA JUN CONDENSER H2O SYS MAINT. 583.50 583.50 DOLPHIN WATERCARE CIVIC CTR 190307 07/12/2018 001056 EXCEL LANDSCAPE INC JUN LDSCP MAiNT:PARKS.MEDIANS 19.085.51 JUN LDSCP MAINT:PARKS:MEDIANS 54,261 63 JUN LDSCP MAINT SVCS: LEVEL C: 23,074.18 LANDSCAPING: STATION 95 2,604.00 JUN LDSCP MAINT SRVCS LEVEL C 36,314.91 TURF CONVERSION&LDSCP IMPR( 25,890.00 IRRIGATION REPAIRS.VARIOUS PAI 4,429.05 JUN LDSCP MAINT:PARKS MEDIAN: 51,049.63 JUN LDSCP MAINT SRVCS:VAR FAC 11,340.40 228,049.31 190308 07112/2018 017432 EYEMED VISION CARE VISION PLAN PAYMENT 1,611.66 1,611.66 190309 07/12/2018 000478 FAST SIGNS Signage for CRC 137.54 137.54 PageB apChkLst Final Check List Page: 7 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check 0 Date Vendor Description Amount Paid Check Total 190310 07/12/2018 000165 FEDERAL EXPRESS INC JUN EXPRESS MAIL SRVCS:SISTER 24.55 CITIES JUN EXPRESS MAIL SRVCS:SISTEF 166.51 JUN EXPRESS MAIL SRVCS:POLICE 24.61 JUN EXPRESS MAIL SRVCS:VAR DE 99.11 316.78 190311 07/12/2018 000380 FIRST STUDENT CHARTER, TRANSPORTATION:SUMMER DAY 446.04 DBA FIRST STUDENT INC CAMP TRANSPORTATION:SUMMER DAY Cj 700.75 1,14679 190312 07/12/2018 020329 FITNESS ARMORY INC.,THE GYM EQUIP:STA 92 1,758.06 1,758.06 190313 07/12/2018 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 260.00 260.00 190314 07/12/2018 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 150.00 150.00 190315 07/12/2018 014865 FREIZE UHLER KIMBERLY DBA, Uniform embroidery-Code Enforcement 270.00 CLEAR BLUE PROMOTIONS PROMOTIONAL:PREVENTION 836.07 PROMO ITEMS:YEPP PGRM 540.76 UNIFORM EMBROIDERY-CODE ENF 43.52 1,690.35 190316 07/12/2018 018858 FRONTIER CALIFORNIA INC JUL INTERNET SVCS:FIRE STN 95 12236 JUL INTERNET SVCS XX-1016085:LIE 8.49 JUL INTERNET SVCS XX-10170851II 8.49 JUL INTERNET SVCS:SKATE PARK 41.94 JUL INTERNET SVCS:EOC 136.03 317.31 190317 07/12/2018 020532 FUJIMOTO,REGINALD A Re-cover card tables:MPSC 506.00 506.00 190318 07/12/2018 016184 FUN EXPRESS,LLC, REC SUPPLIES:CRC 269.54 269.54 SUBSIDIARY OF ORIENTAL TR 190319 07/12/2018 001937 GALLS LLC first aid supplies:Aquatics facilities 36.02 36.02 190320 07/12/2018 010452 GAYLORD BROS INC SUPPLIES:TVM 240.67 240.87 190321 07/12/2018 000177 GLENNIES OFFICE PRODUCTS OFFICE SUPPLIES:BLDG&SAFETY 165.25 INC MISC OFC SUPPLIES-STA12 343.92 OFC SUPPLIES-BC 425.46 OFFICE SUPPLIES:FIRE 521.99 OFFICE SUPPLIES:CRC 319.16 1,775.78 190322 07/12/2018 000175 GOVERNMENT FINANCE MEMBERSHIP RENEWAL:SNIDER, 150.00 150.00 OFFICERS,ASSOCIATION, JORDAN GFOA Page:7 apChkLst Final Check List Page: 8 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190323 07/12/2018 015534 GOVERNMENT JOBS.COM INC, USER LICENSE NEOGOV 18,892.01 18,892.01 DBA NEOGOV RENEWAL:HR 190324 07/12/2018 003792 GRAINGER MISC.SUPPLIES:PW STREET MAINT 660.66 660.66 190325 07/12/2018 000186 HANKS HARDWARE INC MAINT SUPPLIES:PW STREET DIV 800.75 SUPPLIES:AQUATICS FACILITIES 296.76 MAINT SUPPLIES:CONFERENCE CE 4.33 MAINT SUPPLIES:CONFERENCE CE 42.15 SMALL TOOLS&EQUIP:INFORMATI( 172.76 MAINT SUPPLIES:CONFERENCE CE 64.65 MAINT SUPPLIES:CONFERENCE CE 28.23 MAINT SUPPLIES:CONFERENCE CE 103.27 SMALL TOOLS&EQUIP:BBS DEPT 200.60 SUPPLIES:VARIOUS SPECIAL EVEN 223.58 1,937.08 190326 07/12/2018 012748 HARDY&HARPER INC RE-SLURRY PARKING LOTS IN OLD 31,660.00 31,660.00 TOWN 190327 07/12/2018 020628 HASA INC POOL CHEMICAL SUPPLIES:VAR 602.87 602.87 POOLS 190328 07/12/2018 002109 HD SUPPLY CONSTR SUPPLY MISC MAINT SUPPLIES:STREET DIV 326.25 326.25 LTD,DBA HDS WHITECAP CONST T 190329 07/12/2018 013749 HELIXSTORM INC lifecycle replacement of computer 86,155.49 86,155.49 190330 07/12/2018 019017 HEWLETT-PACKARD LEASE/PURCH OF TECH 75,151.94 75,151.94 FINANCIAL,SERVICES INFRASTRUCTURE:IT COMPANY 190331 07/12/2018 003198 HOME DEPOT SUPPLIES:AQUATICS 187.41 187.41 190332 07/12/2018 010210 HOME DEPOT SUPPLY INC, SMALL TOOLS&EQUIP:CRC 1,182.36 1,182.36 THE 190333 07/12/2018 020768 HOODY-FLORES,BLANCA REFUND:PICNIC SHELTER RENTAL 35.00 35.00 FEE 190334 07/12/2018 014435 INLAND EROSION CONTROL EROSION CONTROL SUPPLIES:PW 1,500.00 1,500.00 SRVCS STREETS 190335 07/12/2018 006914 INNOVATIVE DOCUMENT plotter/copier supplies:central services 1,448.44 1,448.44 SOLUTIONS Page:8 apChkLst Final Check List Page: 9 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check 0 Date Vendor Description Amount Paid Check Total 190336 07/12/2018 004119 J T B SUPPLY COMPANY INC TRAFFIC SIGNAL EQUIP:PW TRAFFIC 8,763.00 8,763.00 190337 07/12/2018 012883 JACOB'S HOUSE INC EMPLOYEE CHARITY DONATIONS 40.00 40.00 PAYMENT 190338 07/12/2018 011841 JOE RHODES MAINTENANCE, FUEL PUMP:STA 95 454.29 45429 SERVICE INC 190339 07/12/2018 015358 KELLY PAPER COMPANY INC misc paper,binding&laminating 954.94 954.94 190340 07/12/2018 015378 KELLY-LEHNER,LYNN 2018 ICMA MBRSHIP RENEWAL 200.00 200.00 190341 07/12/2018 020396 KINGDOM CAUSES,DBA CITY 6/14-7113 HOMELESS COLLABORATION 10,000.00 10,000.00 NET CITYWID 190342 07/12/2018 020771 KOCH,ROBERT REFUND:SEC DEP:PICNIC 200.00 200.00 RENTAL:HARVESTON 190343 07/12/2018 017118 KRACH BREE B,DBA RECOGNITION AWARDS& 8.16 TEMECULA TROPHY&DES TROPHIES:MPSC awards:F.I.T.Color Run 395.85 404.01 190344 07/12/2018 003605 LAKE ELSINORE STORM, Admission:Mother/Son date night 3,800.00 3,800.00 PROF.BASEBALL TEAM 190345 07/12/2018 012370 LEADER PROMOTIONS INC, SUPPLIES:CRC EVENTS 683.18 683.18 DBA LEADERPROMOS.COM 190346 07/12/2018 000210 LEAGUE OF CALIF CITIES MBRSHP MTG 7/23118 M.EDWARDS 20.00 20.00 190347 07/12/2018 000482 LEIGHTON CONSULTING INC GEOTECHNICAL REVIEW:PLANNING 1,980.00 Geotechnical review for Harveston II 2,625.00 GEOTECH SRVCS:PLANNING 3,750.00 8,355.00 190348 07/12/2018 004230 LINCOLN EQUIPMENT INC POOL EQUIPMENT:AQUATICS 1,005.47 POOL EQUIPMENT:AQUATICS 121.28 1,126.75 190349 07/12/2018 011351 LUCITY INC Lucity Software Annual Maintenance- 16,020.74 16,020.74 190350 07/12/2018 003782 MAIN STREET SIGNS,DBA SIGNS&SUPPLIES:RIGHT-OF-WAYS 477.23 477.23 ATHACOINC 190351 07/12/2018 003444 MARTIN AND CHAPMAN 2018 ELECTION HANDBOOK-CITY 114.49 114.49 COMPANY CLERK Pagett apChkLst Final Check List Page: 10 07/1212018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190352 07/12/2018 019823 MERCHANTS BLDG MAINT LLC JUN JANITORIAL SVCS:VARI 20,011.00 20,011 00 FACILITIES 190354 07/12/2018 003076 MET LIFE INSURANCE DENTAL PAYMENT 11,179.63 11 179.63 COMPANY 190355 07/12/2018 018314 MICHAEL BAKER APR DSGN SVCS. PECHANGA PKWY 8,314.13 INTERNATIONAL PW15-14 CREDIT EXCEEDED EXTRA WORK i -2,062.60 6.251.53 190356 07/12/2018 004C43 MISSION ELECTRIC SUPPLY ELECTRICAL SUPPLIES: FOC 296.25 INC ELECTRICAL SUPPLIES:MPSC 156.90 ELECTRICAL SUPPLIES:CIVIC CEN- 2341 ELECTRICAL SUPPLIES:CIVIC CTR 246.13 LED CONVERSION BULBS,VARIOU: 3,954.09 ELECTRICAL SUPPLIES: CRC 99.09 ELECTRICAL SUPPLIES:TOWN SQL 99.09 ELECTRICAL SUPPLIES:CIVIC CTR 891.63 5.766.59 190357 07/12/2018 016445 MKB PRINTING& BUSINESS CARDS& 793.57 PROMOTIONAL INC, DBA STATIONERY.TCSD ADMIN MINUTEMAN PRESS BUSINESS CARDS:PUBLIC WORKS 1,118.83 CITY CLERK-BUSINESS CARDS 142.39 BUSINESS CARDS&STATIONERY T 424.19 2,478.98 190358 07,112/2018 004040 MORAMARCO ANTHONY J, TCSD INSTRUCTOR EARNINGS 307.13 DBA BIGFOOT GRAPHICS TCSD INSTRUCTOR EARNINGS 102.37 409.50 190359 07/12/2018 004522 MULLIGANS FAMILY FUN EXCURSION:SUMMER DAY CAMP 2,586.46 2,586,46 CENTER,DBA MULLIGAN GROUP INC 190360 07/12/2018 001986 MUZAK LLC JUL DISH NETWORK PRGM:FIRE,IT 227.50 227.50 190361 07/12/2018 002925 NAPA AUTO PARTS AUTO PARTS: EMS 124.94 12494 190362 07/12/2018 018099 NATIONAL SAFETY DOT TESTING: HR 19790 197.90 COMPLIANCE, INC Page 10 apChkLst Final Check List Page: 11 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190363 07/12/20'8 001323 NESTLE WATERS NORTH 5/23-6/22/18 DRINKING WATER:TVE2 4861 AMERICA, DBA READYREFRESH 5/23-6/22/18 DRINKING WATER CRC 279 19 5/23-6/22 WATER DELIVRY SVC:CIT 4950 5/23-6/22/18 DRINKING WATER:PBS 52.72 5/23-6/22/18 DRINKING WATER. FOC 180.71 5/23-6/22/18 DRINKING WATER:TCC 24.89 5/23-6/22/18 DRINKING WATER AQI, 222.41 5123-6/22/18 DRINKING WATER TVM 69.79 5/23-6/22/18 DRINKING WATER:TPL 117.68 5/23-6/22/18 DRINKING WATER. SKA 8.61 5/23-6/22/18 DRINKING WATER.TCC 51.73 5/23-6/22118 DRINKING WATER:TCM 37.76 5/23-6/22/18 DRINKING WATER:OTT 43.65 5/23-6/22/18 DRINKING WATERAQU 161 53 1,34878 190364 07/12!2018 006140 NORTH JEFFERSON BUSINESS JUL-SEPT'l8 ASSN DUES 3561 #16:FV 51471 PARK JUL-SEPT'18 ASSN DUES 3561#20: 649.93 JUL-SEPT'18 ASSN DUES 3561 #17: 553.36 JUL-SEPT'18 ASSN DUES 3561 #19: 62521 2,343.21 190365 07/12/2018 003964 OFFICE DEPOT BUSINESS SVS OFFICE SUPPLIES HR 3.65 DIV OFFICE SUPPLIES HR 1799 OFFICE SUPPLIES:HR 69.58 OFFICE SUPPLIES:HR 359.64 OFFICE SUPPLIES:HR 316.45 767.31 190366 07/12/2018 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS PW 19926 TRAFFIC CITY VEHICLE MAINT SVCS:PW TRF 4287 242.13 190367 07/12/2018 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS PARK 13837 138.37 RANGER 190368 07/12/2018 006552 PAINTED EARTH EXCURSION:SUMMER DAY CAMP 1,50075 1,500.75 6/14/18 190369 07/12/2018 019334 PARK CONSULTING GROUP JUN CONSULTING/ENTERPRISE 992950 INC SERVICES INFO MAY CONSULTING/ENTERPRISE SR 975.00 10,904 50 190370 07/12/2018 000249 PETTY CASH PETTY CASH RFIMBURSEMFNT 91.41 PETTY CASH REIMBURSEMENT 579.24 670.65 190371 07/12/2018 019859 PGI-PACIFIC GRAPHICS INC PRINTING SRVCS:18-19 THEATER 13,211.90 13,211.90 BROCHURE Page:11 apChkLst Final Check List Page: 12 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190372 07/12/2018 010338 POOL AND ELECTRICAL CHEMICALS AND SUPPLIES:VAR 115.45 PRODUCTS, INC POOLS CHEMICALS AND SUPPLIES:VAR P( 59.08 CHEMICAL SUPPLIES:SPLASH PAD/ 638.27 812.80 190373 07/12/2018 005820 PRE-PAID LEGAL SERVICES PREPAID LEGAL SERVICES PAYMENT 282.05 282,05 INC. DBA LEGALSHIELD 190374 07112/2018 000907 RANCHO TEMECULA CAR VEHICLE DETAILING:MPSC 6/26 28000 280.00 WASH 190375 07/12/2018 001097 ROADLINE PRODUCTS INC TRAFFIC LEGEND SUPPLIES: PW 2,830.76 2.830.76 STREETS 190376 07/12/2018 017549 ROSEN AND ROSEN SAFETY CLOTHING:PW PARK MAINT 1,353.56 INDUSTRIES INC,DBA R i3,R INDUSTRIES INC MISC SUPPLIES PW STREET MAINT 4,900.73 MISC SUPPLIES:PW STREET MAINT 1,400.23 7,654.52 190377 07/12/2018 000278 SAN DIEGO UNION-TRIBUNE SUBSCR THRU 7/17/19 FINANCE 311.45 311.45 47545664 190378 07/12/2018 009980 SANBORN GWYNETH A,CO COUNTRY LIVE!@ THE MERC 7/7/18 485.00 485.00 TEMECULA MUSIC ACADEMY 190379 07112/2018 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 7/5/18 551.00 JAZZ @ THE MERC 6128/18 1.10900 1,660.00 190380 07/12/2018 013695 SHRED-IT US JV,LLC,DBA: 5/15-6/12 DOC SHRED SRVCS:VAR 220.05 SHRED-IT USA LLC DEPT 5/24 5/30 DOC SHRED SRVCS:TEM 36.48 256 53 190381 07/12/2018 009746 SIGNS BY TOMORROW SIGN POSTING SRVCS XX-0471:PLNG 212.75 BANNER:HELP CENTER 133.66 SIGN POSTING SRVCS XX-0319:PLN 425.50 SIGN POSTING SRVCS XX-1793:PLN 212.75 984.66 190382 07/12/2018 000537 SO CALIF EDISON STREET LIGHTS INSTALL& 22.507.22 22,507 22 SRVC:SIDEWALKS Page:12 apChkLst Final Check List Page: 13 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190384 07/'2/20'8 000537 SO CALIF EDISON JUN 2-28-629-0507:30600 PAUBA RD 9,90781 JUN 2-31404-6020:28771 OT FRONT 640.17 JUN 2-29-223-8607:42035 2ND ST PE 512.79 JUN 2-00-397-5042:43200 BUS PARK 4.87874 JUN 2-30-520-4414 32781 TEM PKWI 1,017.84 JUN 2-00-397-5067 TCSD SVC LEV C 2,314.21 JUN 2-39-732-3171:41997 MARGARIT 26.66 JUN 2-35-707-0010.33451 S HWY-79 51,31 JUN 2-29-953-8082.31523 WOLF VLY 31.21 JUN 2-29-657-2563:42902 BUTTERFII 195.85 JUN 2-31-536-3226:28690 MERCEDE' 1,873.75 JUN 2-02-502-8077.43210 BUS PARK 316.25 JUN 2-25-393-4681:41951 MORAGA F 885.44 JUN 2-35-403-6337:41375 MCCABE C 1,202 77 JUN 2-35-664-9053:29119 MARGARIT 949.12 JUN 2-40-380-2424.40750 BUTTERFII 82.23 JUN 2-29-953-8249:46497 WOLF CRE 29.93 JUN 2-29-657-2332:45538 REDWOOE 2457 JUN 2-29-953-8447:31738 WOLF VLY 24.39 JUN 2-30-220-8749:45850 N WOLF Cl 367.32 JUN 2-31-936-3511:46488 PECHANGi 49.48 JUN 2-27-560-0625:32380 DEERHOLI. 2,399.78 JUN 2-29-295-3510:32211 WOLF VLY 1,865.12 29,646.74 190385 07/12/2018 020545 SOCIAL WORK ACTION GROUP JUN PROF SRVCS:RESPONSIBLE 1,127.97 1,127.97 COMPASSION 190386 07/12/2018 019362 SOFTCHOICE CORPORATION MICROSOFT OFFICEJNFO TECH 1.779.00 1,779.00 190387 07/12/2018 012652 SOUTHERN CALIFORNIA, JUL GEN USAGE:0141,0839,2593,9306 594.40 594.40 TELEPHONE COMPANY 190388 07/12/2018 016257 SPICERS PAPER. INC WHITE COPY PAPER:CENTRAL 4.312.25 4,312.25 SERVICES 190389 07/12/2018 019997 SPURLOCK LANDSCAPE MAY CONSULTING SRVCS:UPTOWN 3.050.00 3,050.00 ARCHITECTS TEM PRJT 190390 07/12/2018 000293 STADIUM PIZZA INC REFRESHMENTS:SKATE PARK 6/27 362.23 REFRESHMENTS:SKATE PARK 6/22 99.18 461.41 190394 07/12/2018 007762 STANDARD INSURANCE BASIC LIFE INSURANCE PAYMENT 8.775.42 8,77542 COMPANY 190395 07112/2018 012723 STANDARD INSURANCE VOLUNTARY SUPP LIFE INSURANCE 1,313.59 1,313.59 COMPANY PAYMENT Page:13 apChkLst Final Check List Page: 14 07/12/2018 12:12:42PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check S Date Vendor Description Amount Paid Check Total 190396 07/12/2018 003599 T Y LIN INTERNATIONAL 4/28-5/25 SRVCS:FV PKWY/1-15 PH II, 59.744.48 59,744.48 16-0 190397 07/12/2018 001547 TEAMSTERS LOCAL 911 UNION MEMBERSHIP DUES PAYMENT 5,106.00 5,106.00 190398 07/12/2018 020575 TEMECULA BOWLING CENTER EXCURSION:SUMMER DAY CAMP 6/26 212.00 212.00 INC 190399 07/122018 003677 TEMECULA MOTORSPORTS VEH REPAIR&MAINT:TEMECULA 574.60 LLC POLICE VEH REPAIR&MAINT:TEMECULA P( 1,005.91 1,580.51 190400 07/122018 000515 TEMECULA VALLEY CHAMBER FY 18/19 1ST QTR AGRMNT PMT 43.750.00 43,750.00 OF,COMMERCE 190401 07/122018 003941 TEMECULA WINNELSON PLUMBING SUPPLIES:CIVIC CENTER 241.33 241.33 COMPANY 190402 07/12/2018 016311 TIERCE,NICHOLAS GRAPHIC DESIGN SRVCS:THEATER 5,085.00 5,085.00 190403 07/122018 010276 TIME WARNER CABLE JUL HIGH SPEED INTERNET:LIBRARY 596.37 596.37 190404 07/12/2018 000668 TIMMY D PRODUCTIONS INC ANNOUNCER/STAGE MGR:7/4 22,765.00 22,765.00 EXTRAVAGANZA 190405 07/12/2018 017565 TRAFFIC MANAGEMENT INC TRAFFIC MGMT SUPPLIES:PW 4,965.54 4,965.54 STREET MAINT 190406 07/12/2018 010046 TV CONVENTION&VISITORS MAY 2018 BID ADMIN FEE -2,694.77 BUREAU,DBA VISIT TEMECULA VALLEY MAY 2018 BUS.IMPRV DISTRICT ASI 134,738.43 132,043.66 190407 07/12/2018 015006 UNION BANK,N.A. FV PKWY ENVIRON.MITIGATION 1,59000 1,590.00 ESCROW FEE 190408 07/12/2018 020178 VP IMAGING,INC,DBA. GEODOCS RENEWAL:CITY CLERK 6,750.00 6,750.00 DOCUNAV SOLUTIONS 190409 07/12/2018 007949 WESTERN ARTS ALLIANCE WESTERN ARTS ALLIANCE CONF 525.00 525.00 8/27-30 C.T. 190410 07/12/2018 013556 WESTERN AV CHAMBERS VIDEO UPGRADE:INFO 5,333.40 5,333.40 TECH 190411 07/122018 008402 WESTERN RIVERSIDE CO JUNE 2018 MSHCP PAYMENT 32,496.00 32,496.00 REG,CONSERVATION AUTHORITY Page:14 apChkLst Final Check List Page: 15 07/12/2018 12:12:42PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190412 07/12/2018 004567 WITCHER ELECTRIC,AKA ELECTRICAL SRVCS:6TH ST 985.00 TERRENCE KEVIN WITCHE RESTROOMS ELECTRICAL SRVCS:THEATER 1,285.00 ELECTRICAL SRVCS:CIVIC CENTEF 1,600.00 3,870.00 190413 07/12/2018 005195 ZOOLOGICAL SOCIETY OF EXCURSION:SMR DAY CAMP-TEEN 826.20 826.20 SANDIEGO,DBA: SAN DIEGO CAMP 7/3 ZOO GLOBAL 1002022 07/05/2018 020756 HOLDEN,CHANNIN REFUND:CREDIT ON ACCT TCSD 193 75 193.75 1002023 07/05/2018 020755 RODRIGUEZ,MARIA LUISA REFUND:SEC DEP:RM RENTAL TCC 200.00 20000 Grand total for UNION BANK: 2,748,062.22 Page 15 apChkLst Final Check List Page: 16 07112/2018 12:12:42PM CITY OF TEMECULA 163 checks in this report. Grand Total All Checks: 2,748,062.22 Page 16 apChkLst Final Check List Page: 1 07/19/2018 1:29:29PM CITY OF TEMECULA Bank . union UNION BANK Check# Date Vendor Description Amount Paid Check Total 3882 07/10/2018 006887 UNION BANK OF CALIFORNIA 017736 FEAST CALIFORNIA CAFE, LLC, RO CITY CNCL BUDGET WORKSHOP: 255.00 255,00 DBA CORNER BAKERY CAFE 5/24 3883 07/10/2018 006887 UNION BANK OF CALIFORNIA 014821 CPE STORE INC,THE JH SELF STUDY COURSE:GRACIANO, 179.55 R. 006952 PAYPAL JH VERISIGN PAYFLOW PRO 59.50 TRANSACTION 019159 CALPERS EDUCATION FORUM JH EDUCATIONAL FORUM 349.00 588.05 2016 REGISTRATION: 3888 07/10/2018 006887 UNION BANK OF CALIFORNIA 003198 HOME DEPOT AA SUPPLIES STATE OF THE CITY 777.68 010514 CAMPINI'S ITALIAN DELI AA RFRSHMNTS:CITY ATTY MTG 69.47 05/22/18 018323 GOAT&VINE,THE AA RFRSHMNTS:CITY CNCL MTG 83.74 5/22/18 000515 TEMECULA VALLEY CHAMBER AA REGISTRATION:STATE OF THE 36000 OF,COMMERCE CITY 018323 GOAT&VINE.THE AA TOTE BAGS. STATE OF THE CITY 60.90 000210 LEAGUE OF CALIF CITIES AA REGIST LOCC'18 ANNUAL CONF 525.00 ADAMS 000210 LEAGUE OF CALIF CITIES AA REGIST: LOCC'18 ANNUAL CONF: 525.00 BUTLER 000210 LEAGUE OF CALIF CITIES AA REGIST LOCC'18 ANNUAL CONF 52500 RAHN 000210 LEAGUE OF CALIF CITIES AA REGIST: LOCC'18 ANNUAL CONF: 525.00 EDWARDS 019321 VISIT TEMECULA VALLEY AA REGIST:STATE OF TOURISM 10.00 3,461.79 EVENT. Page:1 apChkLst Final Check List Page: 2 0711912018 1:29:29PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 3894 07/19/2018 007282 AMAZON COM INC, USE TAX:SUPPLIES:AQUATICS -26.40 SYNCB/AMAZON USE TAX OFFICE EQUIP:PREVENT -2.82 REC SUPPLIES.CRC 119.61 MISC.OFFICE SUPPLIES BC 512.11 USE TAX OFFICE EQUIPMENT: PRE -0.76 USE TAX:SUPPLIES:AQUATICS -48.12 USE TAX:VEHICLE SUPPLIES:PRE\ -1462 USE TAX:SUPPLIES:AQUATICS -4 53 USE TAX SUPPLIES HUMAN SVCS -3.93 OFFICE EQUIP: PREVENTION 19.69 MISC EQUIP: STA 73 101.14 OFFICE EQUIP:PREVENTION 299.00 MISC OFC SUPPLIES BC 105.41 FRAMES:STA 95 166.66 OFC SUPPLIES&TOOLS:MEDIC 26.37 MISC EQUIP: STA 73 1,79579 OFC EQUIP PREVENTION 4916 OFC EQUIP: PREVENTION 32076 SUPPLIES:AQUATICS 1,225.38 OFFICE EQUIP. PREVENTION 32.57 OFC EQUIP PREVENTION 27.18 MISC OFC SUPPLIES:STA 95 44.99 MISC EQUIP:STA 73 10840 OFC EQUIP:PREVENTION 17.70 OFC EQUIP:PREVENTION 265.50 OFC EQUIP:PREVENTION 70.80 OFC EQUIP:PREVENTION 54.36 SUPPLIES:AQUATICS 56.25 USE TAX:SUPPLIES:HUMAN SVCS -7 DO OFC SUPPLIES:FINANCE 39.28 SUPPLIES.WORKFORCE 71.85 SUPPLIES:WORKFORCE 9698 Bldg &Safety-Textbooks 5190 USE TAX:MISC ITEMS:SISTER CITII -1.41 USE TAX.MISC ITEMS:SISTER CITII -1.52 USE TAX: SUPPLIES:SKATE PARK -3.67 USE TAX: BLDG&SAFETY -0.30 USE TAX:OFFICE EQUIP:PREVENT -20.94 USE TAX:OFC EQUIP PREVENTION -2.19 USE TAX:OFFIC EQUIP PREVENTIO -8 12 USE TAX. EQUIPMENT STATION 95 -12.29 USE TAX: OFFICE EQUIP PREVENT -0.52 USE TAX. OFFICE SUPPLIES: FINAN -1 13 USE TAX: SUPPLIES SKATE PARK -1398 MUSEUM SUPPLIES:TVM 1,261 60 USE TAX REC SUPPLIES CRC -9.62 Paget apChkLst Final Check List Page. 3 07/19/2018 1:29:29PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total USE TAX. REC SUPPLIES:CRC -1062 Bldg &Safety-Textbooks 5220 USE TAX MISC ITEMS SISTER CITIE -6.47 SUPPLIES:WORKFORCE 48.49 USE TAX.OFFICE EQUIP: PREVENT -0.68 USE TAX. REC SUPPLIES CRC -8.33 USE TAX. OFFICE EQUIP: PREVENT -5.81 SUPPLIES:HUMAN SVCS 48.83 SUPPLIES:HUMAN SVCS 1,190.90 MISC ITEMS:SISTER CITIES PRGM 4998 REC SUPPLIES:CRC 132.00 USE TAX.SUPPLIES:HUMAN SVCS -27.98 SUPPLIES.AQUATICS 14.67 OFC SUPPLIES FINANCE 104.90 OFC SUPPLIES FINANCE 77.65 SUPPLIES:WORKFORCE 974 SUPPLIES:AQUATICS&SKATE PARI 598.07 SUPPLIES:SKATE PARK 45.66 REC SUPPLIES CRC 117.19 MISC ITEMS: SISTER CITIES PRGM 106.40 SUPPLIES:ARTS,CULTURE&ENT 24.35 BOOKS/COLLECTIONS:LIBRARY 54.82 SUPPLIES:AQUATICS 15.87 MISC EQUIP: STA 73 181.74 OFFICE EQUIP:PREVENTION 8.45 OFFICE EQUIP:PREVENTION 100.96 OFFICE EQUIP:PREVENTION 6.51 OFFICE EQUIP:PREVENTION 35.00 OFFICE EQUIP:PREVENTION 9.40 SUPPLIES:HUMAN SVCS 255.24 MISC ITEMS:SISTER CITIES PRGM 80.45 MISC ITEMS. SISTER CITIES PRGM 1890 SUPPLIES:SKATE PARK 173.73 REC SUPPLIES CRC 103.55 SUPPLIES:SKATE PARK 17.36 SUPPLIES:ARTS. CULTURE&ENT 29.15 SUPPLIES:HUMAN SVCS 118.21 SUPPLIES:HUMAN SVCS 566.76 SUPPLIES:AQUATICS 38.55 SUPPLIES:AQUATICS 43.76 SUPPLIES:AQUATICS 29.34 SUPPLIES:ARTS,CULTURE&ENT 3,661.34 EQUIPMENT:STATION 95 374.85 OFFICE EQUIP PREVENTION 733.99 OFFICE EQUIP PREVENTION 72.21 16,04785 Page3 apChkLst Final Check List Page:4 07/19/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190414 07/19/2018 020724 79 FIELD HOCKEY INC TCSD INSTRUCTOR EARNINGS 504.00 TCSD INSTRUCTOR EARNINGS 53900 1,04300 190415 07/19/2018 020624 AIA CORPORATION,DBA Econ Dev:SUW Chair Jackets 255.89 255.89 IMPACT ADVERTISING 190416 07/19/2018 020248 AMERICAN COLLEGE OF, MEDICAL SCRIBE PRGM:CMSS 8,150.00 8,150.00 MEDICAL SCRIBE SPECIALIST CERTIFICATION 190417 07/19/2018 013950 AQUA CHILL OF SAN DIEGO JUL WATER SVCS:POLICE 28.28 28.28 STOREFRONT 190418 07/19/2018 017149 B G P RECREATION INC TCSD INSTRUCTOR EARNINGS 2,217.60 2,217.60 190419 07/19/2018 019709 BAGDASARIAN,NADYA REIMB:SUPPLIES:EDO 534.31 534.31 190420 07/19/2018 017788 BARTEL ASSOCIATES LLC MAY OPEB CONSULTING 1,023.00 1,023.00 SVCS:FINANCE DEPT 190421 07/19/2018 014284 BLAKELYS TRUCK SERVICE, VEHICLE&EQUIP REPAIRS:PW STS 319.99 319.99 AKA DONALD W BLAKELY MAINT 190422 07/19/2018 015834 BOYER WAYNE E,DBA MOTOR UNIFORM:TIM MOHR 2,500.40 2,500.40 MOTOPORT USA 190423 07/19/2018 020759 BRIAN CALDWELL DBA, DEMONSTRATIOWCULTURE QUEST 600.00 600.00 HIGHLAND WAY PRODUCTIONS 190424 07/19/2018 000484 CALIF ASSN FOR LOCAL MEMBERSHIP DUES:K PUCKETT 100.00 ECONOMIC,DEVELOPMENT MEMBERSHIP DUES:C DAMKO 832.68 932.68 190425 07/19/2018 013265 CALIF BUILDING,STANDARDS 2ND QTR PAYMENT OF SB1473 2018 957.00 COMMISSION 2ND QTR PAYMENT OF S61473 201 E -96.00 861.00 190426 07/19/2018 000638 CALIF DEPT OF 2018 2ND QTR PMT:STRONG MOTION 3,881.04 CONSERVATION (APR-JUN) 2018 2ND QTR PMT:STRONG MOTIC -194.05 3,686.99 190427 07/19/2018 004248 CALIF DEPT OF JUN DOJ ALCOHOL 1,190.00 1,190.00 JUSTICE-ACCTING ANALYSIS:TEMECULA POLICE 190428 07/19/2018 000131 CARL WARREN&COMPANY JUN CLAIM ADJUSTER SVCS 2,040.54 2,040.54 INC 190429 07/19/2018 020785 CARSON,ANTHONY REFUND:LOST MATERIALS 24.95 24.95 RETURNED:LIBRARY Page:4 apChkLst Final Check List Page: 5 07119/2018 1:29:29PM CITY OF TEMECULA Bank union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 19043C 07;19!2018 000137 CHEVRON AND TEXACO JUN 18 CITY VEHICLES FUEL POLICE 2,045.21 2,045.21 BUSINESS CARD SERVICES DEPT 190431 07/19/2018 020777 COLRICH COMMUNITIES REFUND:ENG GRAD DEP1D14-3514 47,500,D0 47,500.00 190432 07/19/2018 003151 COMMERCIAL STAFF TRAINING PW STREET MAINT 97500 975.00 TRANSPORTATION SERV 190433 07/19/2018 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES VAR 2,837.83 DIST FACILITIES ELECTRICAL SUPPLIES:VAR FACILI -239.25 2,59858 190434 07/19/2018 004329 COSTCO TEMECULA#491 SUPPLIES.CULTURAL ARTS EVENTS 32196 32196 190435 07/19/2018 002631 COUNTS UNLIMITED INC TRAFFIC COUNT DATA COLLECTION 660.00 660.00 SRVCS 190436 07/19/2018 014501 COUNTYWIDE MECHANICAL HVAC REPAIRS CIVIC CENTER 456.16 456.16 SYSTEMS 190437 07/19/2018 000209 CROP PRODUCTION SERVICES MAINTENANCE SUPPLIES:PW ST DIV 1,665.56 REPAIR AND MAINTENANCE STA 73 122.24 1,78780 190438 07/19/2018 02049' CTBT CONCRETE PAVING INC CONST CONTRACT 4,79250 4,79250 SIDEWALKS-PW17-22 190439 07/19/2018 014580 DANCE THEATRE COLLECTIVE, DEPOSIT:THEATER PERF:4!6/2019 5,00000 5,000.00 OF SOUTHERN CALIFORNIA 190440 07/19/2018 020778 DS4 HOLDINGS REFUND:ENG GRAD DEP1D14-2541 11,000.00 11.000 00 190441 07/19/2018 020613 EAGLE PAVING COMPANY INC, RET OLD TOWN SIDEWALKS -2,655.50 DBA TORO ENGINEERING IMPROVEMENT PROJ Old Town Sidewalks Improvement Proj 53,109.95 50,454 45 190442 07/19/2018 007319 EAGLE ROAD SERVICE B TIRE VEH B EQUIP TIRE SRVC: PW STREET 20.07 INC MAINT VEH 8 EQUIP TIRE SRVC PW STRE 482.26 502.33 190443 07/19/2018 000523 EASTERN MUNICIPAL WATER INSPECT PER UTILITY AGREEMNT 26,000.00 26,000.00 DIST 23317 190444 07/19/2018 01.1202 EMH SPORTS USA INC TCSD INSTRUCTOR EARNINGS 924.70 TCSD INSTRUCTOR EARNINGS 2.688.00 3,612 70 190445 07/19/2018 011292 ENVIRONMENTAL SCIENCE MAY EIR:ALTAIR SPECIFIC PLAN 205.00 205.00 ASSOC Page 5 apChkLst Final Check List Page: 6 07/19/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check S Date Vendor Description Amount Paid Check Total 190446 07/19/2018 001056 EXCEL LANDSCAPE INC IRRIGATION REPAIRS:VARIOUS 171.35 PARKS IRRIGATION REPAIRS:VARIOUS PAI 3,531 05 IRRIGATION REPAIRS:VARIOUS PAI 3,128.22 LDSCP IMPROVEMENTS,VARIOUS 1 2,498.00 IRRIGATION REPAIRS:VARIOUS PAF 1,692.05 IRRIGATION REPAIRS:VARIOUS ME 1,200.80 IRRIGATION REPAIRS:VARIOUS LOi 1,222.00 LDSCP IMPROVEMENTS:FOC 220.00 13,663 47 190447 07/19/2018 019469 FALCON ENGINEERING JUN CONST MGMT SRVC.PW10-13 2,775.00 SERVICES JUN CONSTRUCTION MGMNT SRVC 168,340.31 171,115.31 190448 07/19/2018 010804 FEHR 8 PEERS OLD TOWN PARKING 2,394.01 2,394.01 STUDY:PLANNING 190449 07/19/2018 003747 FINE ARTS NETWORK AKA STTLMNT:CINDERELLA BALLET 10,340.87 THEATRE,CO AND BALLET 7/13-7/14 THEATER STTLMNT:MRS JONES REVENGE T 5,108.65 15,449.52 190450 07/19/2018 020329 FITNESS ARMORY INC,THE GYM EQUIP:STA 95 4,697.28 USE TAX:GYM EQUIP:STA 95 41.81 4,65547 190451 07/19/2018 020784 FLORES,GWYN MILEAGE:SCI CHAPTER ARMA 51.99 MEETING MILEAGE:SD CHAPTER ARMA MEE' 55.15 MILEAGE:SCIE CHAPTER ARMA ME 55.15 162.29 190452 07/19/2018 017866 GARDEN STATE FIREWORKS FIREWORKS SHOW 7/4/18 17,500.00 17,500.00 INC 190453 07/19/2018 013076 GAUDET YVONNE M,DBA YES TCSD INSTRUCTOR EARNINGS 731.50 YOU CAN DRAW TCSD INSTRUCTOR EARNINGS 378.00 1,109.50 190454 07/19/2018 012066 GEOCON WEST INC GEOTECHNICAL SVCS:PW18-04 9,426.63 9,426.63 190455 07/19/2018 014716 GETTLER,RISA Presentation:Constructing a Book 250.00 250.00 190456 07/19/2018 020781 GLEIBERMAN PROPERTIES PREV PRGM:42200 MORAGA RD,24E 1,406.00 1,406.00 INC,FBO MG SAGE CANYON A.J. APTS 190457 07/192018 000177 GLENNIES OFFICE PRODUCTS MISC.OFC SUPPLIES:STA 95 63.12 INC MISC.OFC SUPPLIES:STA 95 90.16 MISC.OFC SUPPLIES:STATION 95 35.29 MISC.OFC SUPPLIES:ST 95 54.36 242.93 Pagel apChkLst Final Check List Page: 7 07/19/2018 1:29:29PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 19C458 07,119/2018 000186 HANKS HARDWARE INC HARDWARE SUPPLIES-STA 92 40.35 MAINT SUPPLIES VAR PARKS 8.15 MAINT SUPPLIES VAR PARKS 38.25 MAINTENANCE SUPPLIES:VAR PAR 12.30 MAINT SUPPLIES. THEATER 73.90 HARDWARE SUPPLIES-STA 95 618.39 HDWR SUPPLIES- VARI FIRE STATI 763.40 MAINT SUPPLIES VAR PARKS 33.97 MAINT SUPPLIES:VAR PARKS 45.42 MAINT SUPPLIES.THEATER 78.79 MAINT SUPPLIES-HARVESTON LK P 124.96 HARDWARE SUPPLIES-STA73 143.85 MAINT SUPPLIES-HARVESTON LK P 100.00 HARDWARE SUPPLIES-STA 12 45.41 HARDWARE SUPPLIES-STA 12 362.94 HARDWARE SUPPLIES-STA 12 440.37 SMALL TOOLS&EQUIPMENT: PW F 2,796.03 MAINT SUPPLIES: STREET DIV 18393 MAINT SUPPLIES: STREET DIV 128.17 MAINT SUPPLIES:STREET DIV 7836 MAINT SUPPLIES:STREET DIV 1,356.67 HARDWARE SUPPLIES-STA 92 348.50 SMALL TOOLS&EQUIP VAR FACILI 569.78 SUPPLIES:AQUATICS FACILITIES 54.67 SUPPLIES:AQUATICS FACILITIES 8.69 SUPPLIES.AQUATICS FACILITIES 19.53 SUPPLIES:AQUATICS FACILITIES 1667 SUPPLIES:AQUATICS FACILITIES 8.60 SUPPLIES:AQUATICS FACILITIES 20.74 SUPPLIES:AQUATICS FACILITIES 21.64 MAINT SUPPLIES:THEATER 1 07 MAINT SUPPLIES:STREET DIV 32587 MAINT SUPPLIES:CONF CTR 24.53 HRDWR SUPPLIES-STA73 27688 HARDWARE SUPPLIES-PREVENTI( 917.61 HARDWARE SUPPLIES-STA 92 246.98 HARDWARE SUPPLIES-STA 92 12296 MAINTENANCE SUPPLIES VAR PAR 1.40 10,459.73 190459 07/19/20'8 019732 IIARC, INC CONSULTING SRVCS:PUBLIC 480.00 480.00 OUTREACH 190460 07119/2018 020628 HASA INC USE TAX:POOL CHEMICALS SUPPLIES -4.37 POOL CHEMICAL SUPPLIES:VAR PC 475.35 USE TAX:POOL CHEMICAL SUPPLIE -8.37 POOL CHEMICAL SUPPLIES:VAR PC 910.24 1,372.85 Pagel apChkLst Final Check List Page: 8 07/19/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190461 07/19/2018 010210 HOME DEPOT SUPPLY INC, TRAILER EQUIP:TCC 6,811.57 THE EQUIPMENT:MEDIC 712.17 7,523.74 190462 07/19/2018 010530 1 P C INDUSTRIES INC,DBA: gold cart rentals:various special events 1,306.25 1,306.25 PRESTIGE GOLF CARS 190463 07/19/2018 016564 IMPACT TELECOM JUN 56.85 56.85 190464 07/19/2018 019903 IMS INFRASTRUCTURE PAVEMENT MGMNT PRGM:PW17-02 2,475.00 2,475.00 MANAGEMENT,SERVICES LLC 190465 07/19/2018 012342 INLAND CUTTER SERVICE INC PAPER FOLDER MAINT:CENTRAL 325.00 32500 SVCS 190466 07/19/2018 006914 INNOVATIVE DOCUMENT JUN COPIER 7,426.34 SOLUTIONS MAI NT/REPAIR/USAGE:CITYWI DE JUN COPIER MAINT/REPAIR/USAGE 629.49 8,055.83 190467 07/19/2018 003571 INTLASSN OF PLUMBINGAND, Publications:B&S Dept 312.87 312.87 MECHANICAL OFFICIAL-IAPMO 190468 07/19/2018 020783 JILIO RYAN HUNTER AND OAH HEARING SVCS:CASE# 175.00 175.00 OLSEN.INC 2018030946 190469 07/19/2018 019936 JOHNSON,JEANETTE YOGA DEMONSTRATION:CULTURE 30.00 3000 QUEST 190470 07/19/2018 012285 JOHNSTONE SUPPLY MAINTENANCE SUPPLIES:VAR 2,274.98 2,274.98 FACILITIES 190471 07/19/2018 014312 KAMM INDUSTRIES INC Various Parks:Fabricate trash can lids 1,522.50 1,522.50 190472 07/19/2018 017118 KRACH BREE B,DBA AWARD:CRYSTAL PLATTER ON 193.71 TEMECULA TROPHY&DES CRYSTAL BASE SUPPLIES:COUNCIL MUGS 32.63 226 34 190473 07/19/2018 000482 LEIGHTON CONSULTING INC MAY GEOTECHNICAL SVCS:PW06-09 6,545.65 6,545.65 190474 07/19/2018 020763 LZB RETAIL,INC FURNITURE:CHAIRS:FIRE STA.73 1,936.44 1,93644 190475 07/19/2018 003782 MAIN STREET SIGNS,DBA SIGNS&SUPPLIES:RIGHT-OF-WAYS 21,981.09 ATHACOINC SIGNS&SUPPLIES:RIGHT-OF-WAY 5,702.09 SIGNS&SUPPLIES:RIGHT-OF-WAY 146.22 SIGNS&SUPPLIES:RIGHT-OF-WAY 2,287.34 USE TAX:SIGNS&SUPPLIES:RIGH -19.19 USE TAX:SIGNS&SUPPLIES:RIGH' -50.59 USE TAX:SIGNS&SUPPLIES:RIGH' -1.18 30,045.78 Page:8 apChkLst Final Check List Page: 9 0711912018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190476 07/19/2018 014431 MARTLAND, BETTE B DEMONSTRATION:CULTURE QUEST 20000 200.00 190477 07/19/2018 003796 MEDIEVAL TIMES EXCURSION:SUMMER DAY CAMP 2.456.80 2,45680 DINNER-TOURN. 190478 07/19/2018 015959 MEHEULA MUSIC 1 ST INSTALLMENT PERF 18/19 1000000 10,000.00 PRODUCTIONS THEATER 190479 07/19/2018 015259 MERCURY DISPOSAL Household Battery Recycling Program. 270.56 270.56 SYSTEMSINC 190480 07/19/2018 005690 MICHELLE'S PLACE WOMENS FY 17/18 COMMUNITY SVC FUNDING 10,688.00 10688,30 BREAST,CANCER RESOURCE CENTER 190481 07/19/2018 001868 MIYAMOTO-JURKOSKY,SUSAN TCSD INSTRUCTOR EARNINGS 63000 630.00 ANN 190482 07/19/2018 004040 MORAMARCO,ANTHONY J, TCSD INSTRUCTOR EARNINGS 3,024.00 DBA BIGFOOT GRAPHICS TCSD INSTRUCTOR EARNINGS 644.00 3.668.00 190483 07/19/2018 017089 MORRIS-HOPKINS,BROOKE TCSD INSTRUCTOR EARNINGS 3507.00 3,507.00 190484 07/19/2018 019019 MUSIC CONNECTION LLC STTLMNT.SPEAKEASY AT THE MERC 369.60 369.60 7/14 190485 07/19/2018 002925 NAPA AUTO PARTS AUTO PARTS 8 MISC SUPPLIES.STA 387.10 387.10 95 190486 07/19/2018 000727 NATIONAL FIRE PROTECTION CODE BOOKS: PREV 288.54 288.54 ASSN,LEADS ETC INC 190487 07/19/2018 015164 NATURES IMAGE INC JUN PECHANGA PKWY ENV 421.33 MITIGATION RET JUN PECHANGA PKWY ENV M! -21.07 400.26 190488 07/19/2018 001323 NESTLE WATERS NORTH 5/23-6/22 WATER DELIVERY SVCS: 78.38 78.38 AMERICA, DBA HELP CTR READYREFRESH 190489 07/19/2018 014391 NICHOLS, KELLIE D TCSD INSTRUCTOR EARNINGS 1,680.00 1,680.00 Page9 apChkLst Final Check List Page: 10 07/19/2018 1:29:29PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190490 07/19/2018 003964 OFFICE DEPOT BUSINESS SVS OFFICE SUPPLIES:HR 210.49 DIV OFFICE SUPPLIES: HR 122 14 CREDIT/OFFICE SUPPLIES: HR -76 10 OFFICE SUPPLIES:HELP CENTER 121.75 OFFICE SUPPLIES: HR 106.09 OFFICE SUPPLIES:HR 90.02 OFFICE SUPPLIES.HR 364.70 939.09 190491 07/19/2018 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS POLICE 44.27 CITY VEHICLE MAINT SVCS:POLICE 1,695.05 1,739.32 190492 07/19/20'8 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:PW PARKS 823.92 MAINT CITY VEHICLE MAINT SVCS:PW STF 1,380.90 CITY VEHICLE MAINT SVCS:PW STF 159.61 CITY VEHICLE MAINT SVCS:PW STF 44.56 CITY VEHICLE MAINT SVCS:PW STF 162 14 2,571.13 190493 07119/2018 007959 ONEIL SOFTWARE INC BAR CODING SW LICENCE 1,35666 1,356.66 RENEWAL:CITY CLERK 190494 07/19/2018 019851 ORTIZ ENTERPRISES INC PRGS PMT 13:1-15/SR 79S 1,354,655.81 1,354,655 81 ULT.INTRCHG,0408 190495 07/19/2018 017888 PACIFIC HYDROBLASTING INC, PAINTING SRVCS STA 92 1,192.00 DBA PACHB COATING&LINING PAINTING SRVCS:STA 92 3,205.00 4,397.00 190496 07/19/2018 018461 PACIFIC PRODUCTS& SIGN POLES&ANCHORS: PW STREET 2,283.75 2,283.75 SERVICE LLC MAINT 190497 07/19/2018 020544 PARKHOUSE TIRE SERVICE TIRE STOCK FOR REPLACEMENTS:PW 4,953.56 4,953.56 INC STREET MN 190498 07/19/2018 015923 PCMG WI-FI DEVICE WARRANTY AND 258.00 258.00 SOFTWARE FIRE 190499 07/19/2018 018462 PERDUE ROBERT S DBA, REAL ESTATE APPRAISAL SRVCS:ECO 9,000.00 9,000.00 PERDUE RUSSELL&MATTHIES DEV 190500 07/19/2018 0'0338 POOL AND ELECTRICAL MOTOR PUMP CRC POOL 1,110.64 PRODUCTS, INC CREDIT.MOTOR PUMP/CRC POOL -555.31 CREDIT:DEPOSiT/POOL SUPPLIES:( -120.00 CHEMICAL SUPPLIES SPLASH PAR 226.32 USE TAX/MOTOR PUMP CRC POOL -5 11 USE TAX/CREDIT.MOTOR PUMP/CR, 2.56 659 10 190501 07/19/2018 002354 POSITIVE PROMOTIONS INC CRIME PREVENTION PROMO 744.35 SUPPLIES:POLICE USE TAX/CRIME PREV PROMO SUP! -5989 684.46 Page:10 apChkLst Final Check List Pago: 11 07119/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 19C502 07/19/2018 011549 POWER SPORTS UNLIMITED, USE TAX/VEH MAINT&REPAIR: -4.00 DBA BMW MOTORCYCLES OF POLICE NO VEHICLE MAINT&REPAIR: POLICE 1 537 11 533 11 190503 07/19/2018 020182 PRESIDIO SIGNS INC LOGO FOR PODIUM:HR 153.34 15334 190504 07!19/2018 000254 PRESS ENTERPRISE ANN'L SUBSCR.PW 180905656 476.42 COMPANY INC ANN'L SUBSCR:PLANNING 18090564 672.38 1,14880 190505 07/19/2018 003697 PROJECT DESIGN JUN ENG SRVCS:OVERLAND DR 1,100.00 1.100.00 CONSULTANTS EXT,PW 16-06 190506 07/19/2018 019015 PROJECT RADIAN,DBA GEARS TCSD INSTRUCTOR EARNINGS 1,092.00 1,09200 2 ROBOTS 190507 07/19/2018 002012 R D O EQUIPMENT COMPANY MISC SUPPLIES PW STREET MAINT 1,519.84 1.519.84 190508 07/19/2018 003591 RENES COMMERCIAL TRASH/DEBRIS CLEAN-UP:CITY 83200 MANAGEMENT R.O.W WEED ABATEMENT:TEM CRK RIGH' 5,675.00 TRASH/DEBRIS REMOVAL:DIAZ RD 2,181.00 TRASH/DEBRIS REMOVAL:DIAZ RD 1,925.00 TRASH/DEBRIS REMOVAL:DIAZ RD 2,848.00 WEED ABATEMENT:CITY LOTS/DIA2 7,500.00 WEEDABATEMENT:CITY RIGHT-OF- 2,950.00 2ND APPLICATION OF POST-EMERY 8,975.00 TRASH/DEBRIS REMOVAL:DIAZ RD 1,925.00 TRASH/DEBRIS REMOVAL:DIAZ RD 1,925.00 TRASH/DEBRIS REMOVAL:DIAZ RD 1,925.00 38,661.00 190509 07/19/2018 002412 RICHARDS WATSON AND MAY 2018 LEGAL SERVICES 14,943.80 GERSHON CREDIT.MAY 2018 LEGAL SERVICE: -20,337.02 MAY 2018 LEGAL SERVICES 114,761.03 109,367.81 190510 07/'9/2018 001592 RIVERSIDE CO INFO JUN EMERG RADIO RENTAL:TEM 2.551.37 2,551.37 TECHNOLOGY POLICE 190511 07/19/2018 000406 RIVERSIDE CO SHERIFFS MAY-JUN YOUTH COURT SRVCS 32949 329.49 DEPT 190512 07/19/2018 020782 ROBINSON,MINA REFUND VICR FEE:RECEIPT#608756 139.00 139.00 190513 07/19/2018 017549 ROSEN AND ROSEN SAFETY CLOTHING:PW PARK MAINT 246.11 246.11 INDUSTRIES INC, DBA R&R INDUSTRIES INC Page:11 apChkLst Final Check List Page: 12 07/19/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190514 07/19/2018 020776 RUELAS,JULIA REFUND:ENG GRAD DEP:LD16-0905 3,000.00 3,000.00 190515 07/19/2018 004274 SAFE AND SECURE USE TAX/LOCKSMITH SRVCS:CIVIC -0.61 LOCKSMITH SRVC CENTER LOCKSMITH SRVCS:CIVIC CENTER 66.34 65.73 190516 07/19/2018 017699 SARNOWSKI SHAWNA M FY 18/19 PHOTOGRAPHY:THEATER 4,000.00 4,000.00 PRESTON 190517 07/19/2018 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY:ARTAWARDS 150.00 PRESTON PRESENTATION'18 PHOTOGRAPHYATH OF JULY 2018 150.00 300.00 190518 07/19/2018 011511 SCUBA CENTER TEMECULA TCSD INSTRUCTOR EARNINGS 52500 525.00 190519 07/19/2018 020632 SELAK ENTERTAINMENT INC IST 4,500.00 4,500.00 INSTALLMENT/PE RFORMANCE:THTR 4/25/19 190520 07/19/2018 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 7/12/18 567.00 FY 18/19 ENTERTAINMENT:THEATEF 17,500.00 18,067.00 190521 07/19/2018 009746 SIGNS BY TOMORROW USE TAX/SIGN POSTING SRVCS -1.00 XX-0493:PLNG SIGN POSTING SRVCS XX-1219-20:F 427.50 SIGN POSTING SRVCS XX-0493:PLN 213.75 SIGN POSTING SRVCS XX-0506:PLN 641.25 USE TAXISIGN POSTING SRVCS -2.00 USE TAX/SIGN POSTING SRVCS XX- -3.00 1,276.50 190522 07/19/2018 009013 SISQUOC,LORENE A VOID-BASKET WEAVING&GAMES:CULTURE 0.00 0.00 QUEST 190523 07/19/2018 013029 SITEIMPROVE INC WEBSITE SCAN SERVICE:INFO TECH 1,874.00 1,874.00 190524 07/19/2018 015674 SJ LINKING SYSTEMS RADIO RENTALSATH OF JULY PARADE 925.00 925.00 190525 07/19/2018 000645 SMARTAND FINAL INC SUPPLIES:CULTURALARTS EVENTS 170.80 170.80 190526 07/19/2018 000824 SO CALIF ASSN OF FY 18/19 AGENCY MEMBERSHIP DUES 10,966.00 10,966.00 GOVERNMENTS 190527 07/19/2018 020545 SOCIAL WORK ACTION GROUP JUN PROF SRVCS:RESPONSIBLE 3,393.66 3.393.66 COMPASSION 190528 07/19/2018 014783 SOFTRESOURCES,LLC JUN ASSET MGMT CONSULTING 3,631.25 3,631.25 SRVCS:INFO TEC Page:12 apChkLst Final Check List Page: 13 07119/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190529 07119/2018 020780 SOLARCITY CORPORATION REFUND:PERMIT 11856 118.56 CANCELLED:B 17-3403 190530 07/19/2018 000519 SOUTH COUNTY PEST PEST CONTROL SRVCS:VILLAGES 94.00 CONTROL INC PEST CONTROL SRVCS:TVE2 5124 460.00 PEST CONTROL SRVCS:VARIOUS P 49300 PEST CONTROL SRVCS:MARGARITI 49.00 JUN PEST CONTROL SRVCS CITY R 929.00 2,025.00 190531 07/19/2018 019250 ST. FRANCIS ELECTRIC,LLC MAR TRAFFIC SGNL MAINT SRVCS:PW 616.36 616.36 190532 07/19/2018 000293 STADIUM PIZZA INC REFRESHMENTS:TEEN PRGM 79.43 79.43 190533 07/19/2018 012789 STUART,JENNIFER SARAH TCSD INSTRUCTOR EARNINGS 1,200 00 1,200.00 190534 07/19/2018 019969 TEMECULA MONTESSORI, REFUND:SEC DEP:RM RENTAL:CRC 20000 200.00 ACADEMY 190535 07/19/2018 009948 TEMECULA PERFORMING "TPAC RECITAL 2018"7/8/18 69481 694.81 ARTS CO 190536 07/19/2018 008311 TEMECULA VALLEY ATHLETIC TCSD INSTRUCTOR EARNINGS 2,286.90 2,286.90 CLUB,DBA:VIPER VOLLEYBALL 190537 07/19/2018 003941 TEMECULA WINNELSON USE TAX/PLUMBING SUPPLIES:CIVIC -0.58 COMPANY CENTER USE TAX/PLUMBING SUPPLIES:CIVI -11.02 PLUMBING SUPPLIES:LIBRARY/CIVI 1,197.89 PLUMBING SUPPLIES:CIVIC CENTEI 62.46 1.248.75 190538 07/19/2018 003849 TERRYBERRY COMPANY SAFE DRIVER AWARD PROGRAM:HR 232.33 232.33 90539 07!19/2018 017415 THYSSENKRUPP ELEVATOR ELEVATOR CALL OUT SRVCS:T 105.75 CORP MUSEUM 4/24 ELEVATOR CALL OUT SRVCS:THEA- 283.00 ELEVATOR CALL OUT SRVCS THEA' 141 50 ELEVATOR CALL OUT SRVCS:PRKG 141.50 671.75 190540 07/19/2018 016311 TIERCE, NICHOLAS JUN GRAPHIC DSGN SRVCS.THEATER 6,650.00 6,650.00 190541 07/19/2018 000668 TIMMY D PRODUCTIONS INC PROF SRVCS:SUMMER CONCERT 2,75000 SERIES 7112 PROF SRVCS:JULY 4TH PARADE/BA 40000 PROF SRVCS:MOVIES..,PARK 7/13 1,400.00 4,550 OC Page:13 apChkLst Final Check List Page: 14 07/19/2018 1:29:29PM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190542 07/19/2018 002452 TOP LINE INDUSTRIAL, EQUIPMENT PARTS:PW STREET 154.82 PRODUCTS,INC. MAINT EQUIPMENT PARTS:PW STREET W 245.49 EQUIPMENT PARTS:PW STREET W 42703 827.34 190543 07/19/2018 013078 TOROK,LORI A. FY 18/19 PERFORMANCE:TEM. 1,200 00 1,200.00 PRESENTS 190544 07/19/2018 017565 TRAFFIC MANAGEMENT INC. TRAFFIC MGMT SUPPLIES:PW 1,493.63 1,493.63 STREET MAINT 190545 07/19/2018 020779 TUIONE,MICHAEL REFUND:BLDG FEES:B18-1894 312.16 REFUND:BLDG FEES:618-1894 7.24 319.40 190546 07/19/2018 000161 TYLER TECHNOLOGIES,INC ENERGOV ASSIST:INFO TECH 30,000.00 30,000.00 190547 07/19/2018 011659 ULINE INC MISC PACKAGING&BOXES.-CENTRAL 436.83 436.83 SRVCS 190548 07/19/2018 007766 UNDERGROUND SERVICE JUN UNDERGROUND UTILITY 249.25 249.25 ALERT,OF SOUTHERN LOCATORALERTS:P CALIFORNIA 190549 07/19/2018 012549 UPODIUM,AKA JOHN ENGINE SUPPLIES:STA95 924.38 924.38 FONTEYN 190550 07/19/2018 008977 VALLEY EVENTS,INC. RENTALS:ANTIQUE FAIRE 7/3-4 1,310.65 FACE PAINTERSATH OF JULY 2,000.00 3,310.65 190551 07/19/2018 014848 VALUTEC CARD SOLUTIONS JUN TICKETING SRVCS:THEATER 101.96 101.96 LLC 190552 07/19/2018 000319 VARSITY BRANDS HOLDING REC SUPPLIES:CRC 437.98 CO INC,DBA BSNSPORTSTOMARKSPORTS REC SUPPLIES:CRC 350.91 FIELD SUPPLIES:PHBSP 3,201.85 3,990.74 190553 07/19/2018 018995 VILLANUEVA.CHRISTOPHER TCSD INSTRUCTOR EARNINGS 1,512.00 1,512.00 190554 07/19/2018 009101 VISION ONE,INC.,DBA: JUN SHOWARE TICKETING 2,448.80 2,448.80 ACCESSO SHOWARE SRVCS:THEATER 190555 07/19/2018 020453 VIVINT SOLAR DEVELOPER REFUND:PERMIT 118.56 LLC CANCELLED:B1 7-3468 REFUND:PERMIT CANCELLED:B17 118.56 237.12 190556 07/1912018 018147 WADDLETON,JEFFREY L. DJ/ANNOUNCER SRVCSATH OF JULY 450.00 450.00 PARADE Page:14 apChkLst Final Check List Page: 15 07/19/2018 1:29:29PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190557 07/19/2018 020275 WALLACE&ASSOC JUN CONSTR MGMT SRVCS:PARK& 19,653.00 19,653.00 CONSULTING INC RIDE,06-09 190558 07/19/2018 007987 WALMART SUPPLIES AQUATICS FACILITIES 78.38 78 38 190559 07/19/2018 001881 WATER SAFETY PRODUCTS TRAINING SUPPLIES:AQUATICS 4,218.21 INC TRAINING SUPPLIES AQUATICS 521 35 TRAINING SUPPLIES AQUATICS 1,16076 MISC SUPPLIES AQUATICS PRGRM 880.88 MISC SUPPLIES AQUATICS PRGRM 1,531.85 8,31305 190560 07/19/2018 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES:CITY FACILITIES 10,959.13 CLEANING SUPPLIES VAR PARK S11 4,592.85 15.551.98 190561 07/19/2018 003730 WEST COAST ARBORISTS INC 6/16-30/18 TREE MAINT:PARKS& 48000 MEDIANS 6/16-30/18 TREE MAINT:OLD TOWN 1.06200 6/16-30/18 EMERG TREE MAINT VAR 2,250.00 6/16-30/18 TREE MAINT SERENA HIL 4,450.00 6/16-30/18 TREE MAINT:CRC 1,168.00 6/1-15118 EMERG TREE MAINT:VAR: 1 975.00 6/1-15/18 TREE MAINT.WNCHSTR CI 1.869.00 6/1-15/18 TREE MAINT:TEMEKU HILL 2,250.00 6/1-15/18 TREE MAINT:VILLAGES GF 2,139.00 6/16-30/18 TREE MAINT:WNCHSTR( 1,254.00 6/16-30118 TREE MAINT:HARVESTOt 2,175.00 20,772.00 190562 07/19/2018 003835 WEST COAST SAFETY SUPPLY USE TAX/PARTS&SUPPL:PW STREET -4.49 CO MAINT PARTS&SUPPLIES PW STREET% 53709 532.6C 190563 07/19/20'8 007949 WESTERN ARTS ALLIANCE ANNT THEATER MEMBERSHIP 450.00 450.00 RENEWAL 190564 07/19/2018 002841 WESTERN OILFIELDS SUPPLY TEMPORARY IRRIGATIONATH OF JULY 7,504 22 7,504 22 CO,DBA RAIN FOR RENT 190565 07/19/2018 015199 WINTER ADVERTISING DESIGN&PRINTING WORKFORCE& 3,780.06 AGENCY AKA:MARY LARUE DEV PRGM WINTER DESIGN&PRINTING:TEM FUSION B 3.08337 BUSINESS RETENTION BROCHURE 4,590.87 11,454.30 190566 07/19/2018 004567 WITCHER ELECTRIC,AKA REPLACE ELECTRIC METER-CALLE 1,180.00 1,180 00 TERRENCE KEVIN WITCHE ARAGON PK 1002024 07/11/2018 020775 MAWYIN, DANIEL REFUND:HOC FEE:INV#29812 20 00 2000 Grand total for UNION BANK: 2,297,417.40 Page:15 apChkLst Final Check List Page: 16 07/19/2018 1:29:29PM CITY OF TEMECULA 158 checks In this report. Grand Total All Checks: 2,297.417 40 Page:16 apChkLst Final Check List Page: 1 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK Check# Date Vendor Description Amount Paid Check Total 3881 07/10/2018 006887 UNION BANK OF CALIFORNIA 020703 PLANET HOLLYWOOD ME RFRSHMTS:'18 ICSC RECON 43.96 020703 PLANET HOLLYWOOD ME RFRSHMTS:'18 ICSC RECON 33.15 77.11 3884 07/10/2018 006887 UNION BANK OF CALIFORNIA 007517 PECHANGA RESORT&CASINO CD LODGING:PIPES DRUMS:STATE 189.28 OF THE 010210 HOME DEPOT SUPPLY INC, CD REPAIRS PLANK ON STAKE SIDE 81.50 THE 007517 PECHANGA RESORT&CASINO CD LODGING:PIPES DRUMS:STATE 189.28 OF THE 007517 PECHANGA RESORT&CASINO CD LODGING:PIPES DRUMS:STATE 189.28 OF THE 008668 WES FLOWERS CD SYMPATHY PLANT FOR EMPLOYEE 77.74 010210 HOME DEPOT SUPPLY INC, CD SUPPLIES:GARAGE DOOR 61.92 THE REMOTES 008669 VONS CD SUPPLIES:ANNUAL WORKSHOP 35.20 5/16 020665 MARIA DEL CARMEN CD RFSHMNTS:BATTALION TRAINING 45.00 MARQUEZ,DBA MARIA'S 5/16/18 STREET TACOS 007517 PECHANGA RESORT&CASINO CD LODGING:PIPES DRUMS:STATE 189.28 OF THE 018996 BAJA EXPRESS CD RFRSHMNTS:VOLUNTEERS/STATE 77.55 OF THE 020798 SUNPENTOWN CD REPLACE KITCHEN ICE MACHINE 755.45 1,891.48 INTERNATIONAL INC Page:1 apChkLst Final Check List Page: 2 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 3885 07/10/2018 006887 UNION BANK OF CALIFORNIA 002377 BEST BUY COMPANY INC IG EXTERNAL HARD DRIVE 59.80 015421 SURVEYMONKEY.COM IG MEMBERSHIP DUES 252.00 007987 WALMART IG SUPPLIES:HUMAN RESOURCES 130.37 020790 ZAZZLE.COM IG SUPPLIES:HUMAN RESOURCES 332.26 020790 ZAZZLE.COM IG USE TAX:SUPPLIES:HUMAN -3.81 RESOURCES 002377 BEST BUY COMPANY INC IG COVER&CASE:SURFACE PRO 173.98 000152 CALIF PARKS&RECREATION IGADVERTISING:LANDSCAPE 75.00 SOC,C P R S INSPECTOR 017300 ADOBE.COM IG ADOBE ACROBAT PRO 179.88 SUBSCRIPTION 004905 LIEBERT,CASSIDYAND IG CREDIT WEBINAR GARIBAY,I. -70.00 WHITMORE 002377 BEST BUY COMPANY INC IG CREDIT FOR ITEMS -32.63 010948 MIRAGE THE HOTELAND IG LODGING:NEOGOV CONF:VON 382.09 CASINO RICHTER 004905 LIEBERT,CASSIDYAND IG WEBINAR:GARIBAY,I. 70.00 WHITMORE 004905 LIEBERT,CASSIDY AND IG WEBINAR:GARIBAY,I. 70.00 WHITMORE 006952 PAYPAL IG SUPPLIES:TEAM BUILDING 126.02 003392 AARON BROTHERS ART& IG FRAMES FOR NEW OFFICE 206.59 1,951.55 FRAMING 3886 07/10/2018 006887 UNION BANK OF CALIFORNIA 000515 TEMECULA VALLEY CHAMBER PT REGIST:STATE OF THE CITY TABLE 550.00 OF,COMMERCE 000305 TARGET BANK BUS CARD PT IPHONE CASE:THOMAS,P. 14.66 SRVCS 000647 CALIF DEPT OF CONSUMER PT PROF LICENSE RENEWAL:ATTAR, 1.00 AFFAIRS A. 000647 CALIF DEPT OF CONSUMER PT PROF LICENSE RENEWAL:ATTAR, 115.00 AFFAIRS A. 000475 B N I PUBLICATIONS INC PT GREENBOOK STANDARD SPEC 1,629.93 2,310.59 BOOKS Paget apChkLst Final Check List Page: 3 07126/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 3887 07/10/2018 006887 UNION BANK OF CALIFORNIA 010948 MIRAGE THE HOTEL AND GB ADV DEPOSIT:LODGING:OBMANN, 11.34 CASINO B. 007034 HERTZ RENT-A-CAR GB CAR RENTAL:ICSC:BUTLER 192.28 016504 ARBY'S GB RFSHMNTS:ICSC-BUTLER 8.61 019793 URBANE CAFE,TGH GB RFRSHMNTS:YOUTH INNOVATORS 147.50 ENTERPRISES LLC CONF 015354 FACEBOOK.COM GB FACEBOOK ADVERTISEMENT 12.00 020797 CALIFORNIA ASSOCIATION OF, GB REGISTRATION:CAPIO CONF: 30.00 PUBLIC INFO OFFICIALS FLETCHER 010046 TV CONVENTION&VISITORS GB STATE OF TOURISM'18 75.00 BUREAU,DBA VISIT TEMECULA CORPORATE TABLE VALLEY 020797 CALI FORN IA ASSOCIATION OF, GB CAPIO CONF REGISTRATION: 30.00 PUBLIC INFO OFFICIALS MCKEMIE 020797 CALIFORNIA ASSOCIATION OF, GB CAPIO CONE REGISTRATION: 30.00 PUBLIC INFO OFFICIALS DAMKO 020797 CALIFORNIA ASSOCIATION OF, GB CAPIO CONF REGISTRATION: 30.00 PUBLIC INFO OFFICIALS PUCKETT 015626 EVENTBRITE.COM GB EDC SOAR EVENT K.PUCKETT 45.00 020793 RAISING CANES GB RFRSHMNTS:ICSC:BUTLER 8.00 010948 MIRAGE THE HOTELAND GB ADV DEPOSIT:LODGING: 382.09 CASINO CAMERON,G. 006937 SOUTHWEST AIRLINES GB AIRLINE TICKET:NEOGOV CONF: 150.96 CAMERON 006937 SOUTHWEST AIRLINES GB AIRLINE TICKET:NEOGOV CONF: 150.96 OBMANN 006937 SOUTHWEST AIRLINES GB AIRLINE TICKET:NEOGOV CONF: 150.96 VON RICH 000515 TEMECULA VALLEY CHAMBER GB REGIST:STATE OF THE CITY: 45.00 OF,COMMERCE FLETCHER 000515 TEMECULA VALLEY CHAMBER GB REGIST:STATE OF THE CITY: 45.00 OF,COMMERCE MCKEMIE 020792 CANVA.COM GB WEBSITE TO CREATE PROMO 10.00 PRODUCTS 006937 SOUTHWEST AIRLINES GB AIRLINE TIME CHANGE:PUCKETT 75.90 001264 COSTCO TEMECULA 491 GB PRGM SUPPLIES:WORKFORCE 509.24 DEV 010948 MIRAGE THE HOTEL AND GB ADV DEPOSIT:LODGING:OBMANN, 370.75 CASINO B. 020794 CABO WABO GB RFSHMNTS:ICSC BUTLER 27.00 020703 PLANET HOLLYWOOD GB RFRSHMNTS:ICSC TEAM MTG 79.40 020795 EXPRESS FUELS GB FUEL FOR CAR RENTAL-ICSC 18.91 Page:3 apChkLst Final Check List Page: 4 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 018583 WHICH WICH GB RFRSHMNTS:PROJECT 74.88 CONSTRUCT MTG 5/23 020796 7-ELEVEN GB FUEL FOR CAR RENTAL-ICSC 47.25 001264 COSTCO TEMECULA 491 GB USE TAX:PRGM SUPPLIES: -33.25 2,724.78 WORKFORCE DEV 3889 07/10/2018 006887 UNION BANK OF CALIFORNIA 020444 MEETINGSIFT.COM MH MONTHLY RENEWAL FEES 149.00 013851 STORM SOURCE,LLC,DBA: MH APPOINTMENT PLUS:IT 20.00 APPOINTMENTPLUS 020787 AV CABLES MH AV EQUIPMENT 681.98 020787 AV CABLES MH USE TAX:AV EQUIPMENT -52.50 020788 HD ON TAP MH LIVESTREAM HOSTING FOR 348.00 WEBCAM 020789 HANNY REELS MH AV EQUIPMENT:CABLE REELS 153.89 013338 APPLE STORE MH APPLE CARE FOR FIELD STAFF 885.00 013338 APPLE STORE MH MACBOOK:NAGGAR 109.31 013851 STORM SOURCE,LLC,DBA: MH APPOINTMENT PLUS:IT 40.00 APPOINTMENTPLUS 013338 APPLE STORE MH IPADS FOR:ADAMS AND 2,262.96 COMERCHERO 013338 APPLE STORE MH APPLE CARE FEE FOR PHONE 99.00 4,696.64 REPAIR: 3891 07/12/2018 000246 PERS(EMPLOYEES' FY17/18 SURVIVOR PAYMENT PLAN 6,328.40 6,328.40 RETIREMENT) 1641 3892 07/12/2018 000246 PERS(EMPLOYEES' FY17/18 SURVIVOR PAYMENT PLAN 1,092.00 1,092.00 RETIREMENT) 30621 3893 07/12/2018 000246 PERS(EMPLOYEES' FY17/18 SURVIVOR PAYMENT PLAN 3,671.20 3,671.20 RETIREMENT) 26155 3895 07/23/2018 000246 PERS(EMPLOYEES' FY 18/19 REQUIRED EMPLOYER UAL 2,331,442.00 2,331,442.00 RETIREMENT) PAYMENT 3896 07/20/2018 000537 SO CALIF EDISON JUN 2-35-421-1260:41955 4TH ST LS3 15.26 15.26 3897 07/20/2018 000537 SO CALIF EDISON JUN 2-31-031-2590:28301 RANCHO CAL 17.69 17.69 3898 07/20/2018 000537 SO CALIF EDISON JUN 2-23-122-7820 31777 DE PORTOLA 24.42 24.42 RD Page:4 apChkLst Final Check List Page: 5 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 3899 07/20/2018 000537 SO CALIF EDISON JULY 2-30-099-3847:29721 RYECREST 25.05 25.05 3900 07/20/2018 000537 SO CALIF EDISON JUN 2-39-043-8521:29028 FRONT ST 25.30 25.30 PED 3901 07/20/2018 000537 SO CALIF EDISON JUN 2-30-066-2889:30051 RANCHO 25.40 25.40 VISTA 3902 07/20/2018 000537 SO CALIF EDISON JUN 2-25-350-5119:45602 REDHAWK 26.85 26.85 PWY 3903 07/20/2018 000537 SO CALIF EDISON JUN 2-40-765-3021:28916 PUJOL ST 42.00 42.00 3904 07/20/2018 000537 SO CALIF EDISON JUN 2-39-737-1063:42061 MAIN ST 43.90 43.90 3905 07/20/2018 000537 SO CALIF EDISON JUN 2-29-223-9571:30395 MURR HOT 54.16 54.16 SPRINGS 3906 07/20/2018 000537 SO CALIF EDISON JUN 2-40-765-3179:28922 PUJOL ST 82.34 82.34 3907 07/20/2018 000537 SO CALIF EDISON JULY 2-28-331-4847:32805 PAUBA RD 88.35 88.35 LS3 3908 07/20/2018 000537 SO CALIF EDISON JUN 2-33-237-4818:30499 RANCHO CAL 89.45 89.45 3909 07/20/2018 000537 SO CALIF EDISON JUN 2-29-479-2981:31454 TEM PKWY 93.79 93.79 TC1 3910 07/20/2018 000537 SO CALIF EDISON JUN 2-36-531-7916:44205 MAIN ST PED 101.52 101.52 3911 07/20/2018 000537 SO CALIF EDISON JULY 2-29-974-7568:26953 YNEZ RD 114.99 114.99 TC1 3912 07/20/2018 000537 SO CALIF EDISON JUN 2-31-419-2659 26706 YNEZ RD TC1 128.31 128.31 3913 07/20/2018 000537 SO CALIF EDISON JUN 2-29-974-7899:26953 YNEZ RD LS3 154.90 154.90 3915 07/20/2018 000537 SO CALIF EDISON JUN 2-29-458-7548:32000 RANCHO CAL 254.49 254.49 3916 07/20/2018 000537 SO CALIF EDISON JULY 2-30-296-5222:46679 PRIMROSE 302.27 302.27 AVE Page:5 apChkLst Final Check List Page: 6 07/26/2018 11:69:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 3917 07/20/2018 000537 SO CALIF EDISON JUN 2-31-693-9784:26036 YNEZ RD TC1 356.49 356.49 3918 07/20/2018 000537 SO CALIF EDISON JUN 2-30-608-9384 539.94 539.94 3919 07/20/2018 000537 SO CALIF EDISON JUN 2-28-171-2620:40820 WINCHESTER 805.62 805.62 3920 07/20/2018 000537 SO CALIF EDISON JUN 2-10-331-2153:28816 PUJOL ST 1,529.58 1,529.58 3921 07/20/2018 000537 SO CALIF EDISON JUN 2-26-887-0789:40233 VILLAGE RD 2,339.78 2,339.78 3922 07/20/2018 000537 SO CALIF EDISON JUN 2-20-798-3248:42081 MAIN ST 2,370.19 2,370.19 3923 07/20/2018 000537 SO CALIF EDISON JUN 2-00-397-5059:33340 CAMINO 6,112.73 6,112.73 PIEDRA 3924 07/20/2018 000537 SO CALIF EDISON JUN 2-27-805-3194:42051 MAIN ST 6,461.55 6,461.55 3925 07/20/2018 000537 SO CALIF EDISON JUN 2-05-791-8807:31587 TEM PKWY 8,159.94 8,159.94 LS3 3926 07/20/2018 000537 SO CALIF EDISON JUN 2-36-171-5626:BUTTER FIE LD/LA 24,613.52 24,613.52 SERENA 3927 06/30/2018 000537 SO CALIF EDISON JUN 2-01-202-7330:VAR LS-1-E UTIL 74,334.27 74,334.27 OWNED 3929 07/23/2018 002390 EASTERN MUNICIPAL WATER JUN WATER METER:32131 S LOOP RD 151.64 151.64 DIST BLDG 3930 07/23/2018 002390 EASTERN MUNICIPAL WATER JUN WATER METER:32131 S LOOP RD 46.69 46.69 DIST DC DA 3931 07/23/2018 002390 EASTERN MUNICIPAL WATER JUN WATER METER:39656 DIEGO DR 150.04 150.04 DIST 3932 07/19/2018 001212 SO CALIF GAS COMPANY JUN 091-085-1632-0:41951 352.21 352.21 MORAGA/POOL 3935 07/23/2018 000537 SO CALIF EDISON JUN 2-02-351-5281:30875 RANCHO 9,230.55 9,230.55 VISTA Page6 apChkLst Final Check List Page: 7 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 4006 07/26/2018 007282 AMAZON COM INC, Bldg &Safety-Textbooks 8.65 SYNC B/AMAZON OFC SUPPLIES:HR 189.99 OFFICE SUPPLIES:HR 28.26 OFFICE SUPPLIES:HR 423.93 USE TAX:HR SUPPLIES -12.23 USE TAX:HR SUPPLIES -2.27 636.33 4037 07/26/2018 007282 AMAZON COM INC, OFFICE SUPPLIES:HR 127.10 127.10 SYNC B/AMAZON 4056 07/26/2018 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 1,008.45 1,008.45 SUPPORT 4057 07/26/2018 000194 1 C MA RETIREMENT-PLAN ICMA-RC RETIREMENT TRUST 457 8,434.63 8,434.63 303355 PAYMENT 4058 07/26/2018 000444 INSTATAX(EDD) 2ND QUARTER UI&ETT PAYMENT 12,769.18 12,769.18 4059 07/26/2018 000444 1NSTATAX(EDD) STATE TAXES PAYMENT 24,085.22 24,085.22 4060 07/26/2018 000283 INSTATAX(IRS) FEDERAL TAXES PAYMENT 81,819.24 81,819.24 4061 07/26/2018 000389 NATIONWIDE RETIREMENT OBRA-PROJECT RETIREMENT 7,219.64 7,219.64 SOLUTION PAYMENT 4062 07/26/2018 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 10,615.63 10,615.63 SOLUTION 4063 07/26/2018 000246 PERS(EMPLOYEES' ARREARS CONTRIBUTION 1,107.05 1,107.05 RETIREMENT) 4064 07/26/2018 000246 PERS(EMPLOYEES' FY17118 GASB 68 REPORTING SRVCS 2,250.00 2,250.00 RETIREMENT) FEE 4065 07/26/2018 000246 PERS(EMPLOYEES' PERS RETIREMENT PAYMENT 99,826.95 99,826.95 RETIREMENT) 4073 07/26/2018 000262 RANCHO CALIF WATER JUN WATER METER:28250 YNEZ LAKE 3,681.68 3,681.68 DISTRICT FILL 4074 07/26/2018 000262 RANCHO CALIF WATER JUN WATER METER:31367 LA SERENA 7,876.37 7,876.37 DISTRICT WAY 190567 07/19/2018 005889 BROWN,PASCALE REIMB:DAY CAMP EXCURSION 7/19/18 1,544.62 1,544.62 Page:7 apChkLst Final Check List Page: 8 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190568 07/25/2018 020807 QUINTERO DR,NORMAN RELEASE CLAIMS AGREEMENT 230.00 230.00 PAYMENT 190569 07/26/2018 000733 ABBEY PARTY RENTS table/chair rental for Employee 803.27 803.27 190570 07/26/2018 001517 AETNA BEHAVIORAL HEALTH AUG EMPLOYEE ASSISTANCE PRGM 1,465.20 1,465.20 LLC,DBAAETNA RESOURCES 190571 07/26/2018 020800 AHLSTROM,JOANN REFUND:CREDIT ON ACCT.TCSD 60.00 60.00 190572 07/26/2018 003951 ALL AMERICAN ASPHALT RET RELEASE:PAVEMENT REHAB: 129,209.78 129,209.78 PW12-11 190573 07/26/2018 006915 ALLIE'S PARTY EQUIPMENT, Rental items:various special events 1,834.37 1,834.37 RENTAL INC 190574 07/26/2018 004240 AMERICAN FORENSIC NURSES PHLEBOTOMY SVCS:POLICE 975.00 AFN PHLEBOTOMY SRVCS:TEMECULA POLIC 225.00 1,200.00 190575 07/26/2018 020799 ANDREWS,ROSA REFUND:CREDIT ON ACCT:TCSD 90.00 90.00 190576 07/26/2018 013950 AQUA CHILL OF SAN DIEGO JUL DRINKING WATER SRVCS:INFO 28.28 28.28 TECH 190577 07/26/2018 017149 B G P RECREATION INC TCSD INSTRUCTOR EARNINGS 3,175.20 TCSD INSTRUCTOR EARNINGS 2,148.30 5,323.50 190578 07/26/2018 004262 BIO TOX LABORATORIES DRUG/ALCOHOL ANALYSIS:POLICE 1,855.00 DRUG/ALCOHOL ANALYSIS:POLICE 1,786.10 DRUG/ALCOHOL ANALYSIS:POLICE 1,274.70 4,915.80 190579 07/26/2018 018607 BLUELINE RENTAL LLC equipment rentals:various special 1,424.95 1,424.95 190580 07/26/2018 011348 BONCOR WATER SYSTEMS MONTHLY WATER TANK FILTER:STA 254.00 254.00 LLC,DBA SUNSHINE WATER 73 SOFT 190581 07/26/2018 020773 BOURNAT CHARLOTTE,DBA RFRSHMNTS FOR VIP TENTATH OF 1,437.48 1,437.48 BON APPETIT LLC JULY 190582 07/26/2018 020500 BURY,VINCENT HOWARD MUSICAL PERF:ART OFF THE WALLS 300.00 300.00 190583 07/26/2018 017973 BUSINESS CENTER CENTRAL, JACKETS:SAFE DRIVER PRGM 265.32 265.32 LLC,DBA PRINTING GALORE Page:B apChkLst Final Check List Page: 9 07/2612018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190584 07/26/2018 017878 CALFEST RENEW MBRSHP:ADAMIAK- 200.00 200.00 AUGUSTINE-COURTS 190585 07/26/2018 010939 CALIF DEPT OF INDUSTRIAL 157049 ELEVATOR INSP:PARKING 225.00 GARAGE 157048 ELEVATOR INSP:28690 MERCEDE 225.00 157047 ELEVATOR INSP:28690 MERCEDE 225.00 143026 ELEVATOR INSPA1000 MAIN ST,' 225.00 14302B ELEVATOR INSP:41000 MAIN ST: 225.00 143027 ELEVATOR INSP:41000 MAIN ST: 225.00 1,350.00 190586 07/26/2018 004462 CDW LLC,DBA CDW CDBG:RECIPIENT RESPONSIBLE 8,591.29 GOVERNMENT LLC COMPASSION CDBG:RECIPIENT RESPONSIBLE COMP 64.63 CDBG:RECIPIENT RESPONSIBLE COMP 64.63 CDBG:RECIPIENT RESPONSIBLE COMP 922.50 9,643.05 190587 07/26/2018 020201 CIRCLE OF SAFE-T INC SEXUALASSAULT EXAMS.POLICE 800.00 SEXUALASSAULT EXAMS.POLICE 1,100.00 1,900.00 190588 07/26/2018 004405 COMMUNITY HEALTH EMPLOYEE CHARITY DONATIONS 4.00 4.00 CHARITIES PAYMENT 190589 07/26/2018 000442 COMPUTER ALERT SYSTEMS ALARM SYSTEM: HELP CENTER 2,346.50 SVC CALL:TEMECULA POLICE 96.75 2,443.25 190590 07/26/2018 011922 CORELOGIC INC,DBA JUN PROP IDENTIFICATION SFTWR: 251.50 251.50 CORELOGIC SOLUTIONS CODE ENF 190591 07/26/2018 001264 COSTCO TEMECULA 491 THEATER HOSPITALITY&OFC 424.93 424.93 SUPPLIES 190592 07/26/2018 004329 COSTCO TEMECULA#491 MISC SUPPLIES:MPSC 701.52 SUPPLIES:T.MUSEUM ARTS&CULTURE 11.99 713.51 190593 07/26/2018 014501 COUNTYWIDE MECHANICAL HVAC MAINT SVCS:CIVIC CTR 2,247.43 SYSTEMS HVAC REPAIR:JRC LOBBY 597.50 2,844.93 190594 07/26/2018 010650 CRAFTSMEN PLUMBING& VARIOUS PARKS:PLUMBING SVCS 328.37 HVAC INC WORKSTATION FOR LOGITICS SECTION 2,840.00 3,168.37 190595 07/26/2018 016208 CREATIVE MAD SYSTEMS,DBA COMPUTER EXHIBITS:IWTCM 5,800.00 5,800.00 MAD SYSTEMS INC 190596 07/26/2018 020436 CRONBERG,RICHARD N TCSD INSTRUCTOR EARNINGS 448.00 448.00 190597 07/26/2018 000209 CROP PRODUCTION SERVICES EQUIP REPAIR&MAINT:STA 73 153.72 153.72 Page9 apChkLst Final Check List Page: 10 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190598 07/26/2018 020105 CUMBERBATCH,JAMAL TCSD INSTRUCTOR EARNINGS 294.00 294.00 190599 07/26/2018 014580 DANCE THEATRE COLLECTIVE, ENTERTAINMENT:PROCUREMENT 7,200.00 OF SOUTHERN CALIFORNIA FY18-19 STTLMNT:DANCEXCHANGE 7/17/18 189.00 7,389.00 190600 07/26/2018 001233 DANS FEED&SEED INC MISC SUPPLIES:PW STREET MAINT 13.45 13.45 190601 07/26/2018 001393 DATA TICKET INC JUN PARKING CITATION 1,129.43 PROCESSING:POLICE JUN PARKING CITATION PROCESSING:P 200.00 1,329.43 190602 07/26/2018 015470 DESERT VETERINARY oral surgery for k9 bons:temecula 2,747.96 2,747.96 SPECIALISTS 190603 07/26/2018 003945 DIAMOND ENVIRONMENTAL RENTALS:SPECIAL EVENTS 6,668.35 SRVCS RENTALS:SPECIAL EVENTS:4TH OF JUL 3,848.21 10,516.56 190604 07/26/2018 004192 DOWNS ENERGY FUEL& FUEL FOR CITY VEHICLES:PUBLIC 263.12 LUBRICANTS WORKS FUEL FOR CITY VEHICLES:PARKS MAIN 1,015.82 FUEL FOR CITY VEHICLES:STREET MAID 956.66 FUEL FOR CITY VEHICLES:TRAFFIC DIV 177.76 FUEL FOR CITY VEHICLES:LAND DEV& 140.68 FUEL FOR CITY VEHICLES:CODE ENF 96.13 FUEL FOR CITY VEHICLES:BLDG INSPEi 275.82 FUEL FOR CITY VEHICLES:TCSD 629.65 FUEL FOR CITY VEHICLES:TCSD 109.20 3,664.84 190605 07/26/2018 019681 EX CORPORATION,DBA BEST pet waste bags:various park locations 2,893.13 2,893.13 BAG COMPANY 190606 07/26/2018 011202 EMH SPORTS USA INC TCSD INSTRUCTOR EARNINGS 1,568.00 1,568.00 190607 07/26/2018 013430 ENERSPECT MEDICAL AED/CPR EQUIP:MEDIC 41.60 SOLUTIONS AED/CPR EQUIP:MEDIC 2,953.74 2,995.34 190608 07/26/2018 002939 ENVIRONMENTAL SYSTEMS EMPLOYEE TRAINING:INFO TECH 1,210.00 1,210.00 RESEARCH,INSTITUTE INC 190609 07/26/2018 015966 ERGO SOLUTION INC ERGONOMIC EVAL:BARRERA& 500.00 500.00 LEWING 190610 07/26/2018 000164 ESGIL LLC JUN PLAN CHECK SVCS:BLDG& 9,858.20 9,858.20 SAFETY 190611 07/26/2018 001056 EXCEL LANDSCAPE INC IRRIGATION REPAIRS:VARIOUS 656.34 656.34 MEDIANS Page:10 apChkLst Final Check List Page: 11 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190612 07/26/2018 020803 EXCEL PROPERTY MGT REFUND:ENG GRAD DEP:LD17-1692 15,500.00 15,500.00 SERVICES 190613 07/26/2018 015330 FAIR HOUSING COUNCIL,OF MAY CDBG SUB-RECIPIENT:FAIR 2,417.86 2,417.86 RIVERSIDE COUNTY INC HOUSING SVC 190614 07/26/2018 017736 FEAST CALIFORNIA CAFE,LLC, Food/refreshments:ACE/Art Off The 794.85 794.85 DBA CORNER BAKERY CAFE 190615 07/26/2018 017736 FEAST CALIFORNIA CAFE,LLC, Food/refreshments:ACE/Art Off The 169.93 169.93 DBA CORNER BAKERY CAFE 190616 07/26/2018 000165 FEDERAL EXPRESS INC 6/28/18 EXP MAIL SVCS:FIRE 34.09 7/1-7/9 EXP MAIL SVCS;FIRE,CLERK& 84.33 118.42 190617 07/26/2018 010804 FEHR&PEERS 4/28-5/25 OLD TOWN PARKING 2,040.94 2,040.94 STUDY:PLANNIN 190618 07/26/2018 000380 FIRST STUDENT CHARTER, TRANSPORTATION:SMR DAY CAMP 524.81 524.81 DBA FIRST STUDENT INC 6/28 190619 07/26/2018 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 260.00 260.00 190620 07/26/2018 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 19.09 19.09 190621 07/26/2018 014865 FREIZE UHLER KIMBERLY DBA, OFC SUPPLIES:HUMAN RESOURCES 318.31 318.31 CLEAR BLUE PROMOTIONS 190622 07/26/2018 020711 FRONTIER TECHNOLOGY LLC, THEATER SIGNAGE 901.49 901.49 DBA MICRO AGE 190623 07/26/2018 009097 FULL COMPASS SYSTEMS USE TAX:SOUND&MISC SUPPLIES: -64.23 THEATER SOUND/LIGHTING&MISC SUPPLIES:TH 798.23 Sound/Lighting&Misc Supplies:Theater 1,629.15 2,363.15 190624 07/26/2018 003946 G T ENTERTAINMENT,AKA: DJ/ANNOUNCER SVCS:7/4/18 450.00 450.00 GEOFFREY GAIER 190625 07/26/2018 017866 GARDEN STATE FIREWORKS FIREWORKS SHOW JULY 4,2018 3,500.00 3,500.00 INC 190626 07/26/2018 010452 GAYLORD BROS INC Museum accessioning tools and 114.82 114.82 Page:11 apChkLst Final Check List Page: 12 07126/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190627 07/26/2018 000177 GLENNIES OFFICE PRODUCTS DESK CHAIR:MPSC 129.41 INC MISC.OFC SUPPLIES:CITY CLERK 61.67 OFFICE SUPPLIES:CRC 1,084.24 OFFICE SUPPLIES:CRC 52.03 MISC OFC SUPPLIES:FIRE STA 84 20.65 MISC OFC SUPPLIES:CODE ENFORCEM 29.90 MISC OFC SUPPLIES:CODE ENFORCEM 43.21 1,421.11 190628 07/26/2018 009608 GOLDEN VALLEY MUSIC STTLMNT:CLASSICS AT THE MERC: 691.60 691.60 SOCIETY,DBA CA CHAMBER JULY ORCHESTRA 190629 07/26/2018 003792 GRAINGER MISC STAGE SUPPLIES:THEATER 438.49 438.49 190630 07/26/2018 015451 GREATAMERICA FINANCIAL FINALPAYMENT: LEASE 74.56 74.56 SVCS 013-0875744-000. 190631 07/26/2018 003342 HABITAT FOR HUMANITY, CDBG 2017-18 Critical Home Repair 785.40 785.40 INLAND VALLEY INC 190632 07/26/2018 000186 HANKS HARDWARE INC HARDWARE SUPPLIES-STA 73 13.76 HARDWARE SUPPLIES-STA 73 11.95 25.71 190633 07/26/2018 020019 HAWK ANALYTICS,INC. SFTWR:TEMECULAPOLICE 2,495.00 2,495.00 190634 07/26/2018 010210 HOME DEPOT SUPPLY INC, MAINT SUPPLIES,LIBRARY 118.98 118.98 THE 190635 07/26/2018 011049 HOSPICE OF THE VALLEY CDBG SUB-RECIPIENT-HOSPICE 1,383.83 1,383.83 CARE PRGM 190636 07/26/2018 017334 HOUSE OF AUTOMATION INC BAY/DOOR MAI NT.STA 84 398.00 SERVICE REQUESTED:REMOTE CONTR 488.87 886.87 190637 07/26/2018 003296 INTL CODE COUNCIL Publications:B&S Dept 268.29 268.29 190638 07/26/2018 020672 JONIE MARIE PASION SUZUKI MUSICAL PERF:ART OFF THE WALLS 150.00 150.00 190639 07/26/2018 017118 KRACH BREE B,DBA YOUTH COURT PRGM AWARDS 456.75 456.75 TEMECULA TROPHY&DES 190640 07/26/2018 020786 KUANG,YING REFUND:CLASS CANCELLED:TCSD 125.00 125.00 190641 07/26/2018 017946 LANDRUM,KAREN TCSD INSTRUCTOR EARNINGS 784.00 784.00 Page:12 apChkLst Final Check List Page: 13 07126/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190642 07/26/2018 000482 LEIGHTON CONSULTING INC MAY GEOTECHNICAL SVCS:PW17-22 2,744.40 MAY GEOTECH SRVCS: PW16-06 6,613.00 9,357.40 190643 07/26/2018 004230 LINCOLN EQUIPMENT INC POOL EQUIPMENT:AQUATICS 118.81 118.81 190644 07/26/2018 011145 LODATO JILL CHRISTINE,DBA: TCSD INSTRUCTOR EARNINGS 2,148.30 THE PARTY MOM TCSD INSTRUCTOR EARNINGS 2,009.70 4,158.00 190645 07/26/2018 005090 LOS RANCHITOS HOME, PROPERTY DUES:APN 922-140-010 25.00 25.00 OWNERS ASSOC. 190646 07/26/2018 004813 M AND J PAUL ENTERPRISES JOLLY JUMP RENTAL:4TH OF JULY 4,395.00 4,395.00 INC,DBA JOLLY JUMPS 190647 07/26/2018 018675 MDG ASSOCIATES INC JUN CDBGADMIN SVCS 2,798.75 2,798.75 190648 07/26/2018 018314 MICHAEL BAKER MAY ENG SUPPORT SVCS:PW04-08 12,840.00 12,840.00 INTERNATIONAL 190649 07/26/2018 016445 MKB PRINTING& BUS CARDS:STA 95 179.44 179.44 PROMOTIONAL INC,DBA MINUTEMAN PRESS 190650 07/26/2018 020480 MOBILE ZOO OF SOUTHERN REPTILE SHOW:CULTURE QUEST 259.00 259.00 CA INC 190651 07/26/2018 017956 MONOPRICE INC USE TAX:AUDIO VISUAL -0.75 SUPPLIES:INFO TECH AUDIO VISUAL SUPPLIES:INFO TECH 54.36 53.61 190652 07/26/2018 004040 MORAMARCO,ANTHONY J, TCSD INSTRUCTOR EARNINGS 3,024.00 DBA BIGFOOT GRAPHICS TCSD INSTRUCTOR EARNINGS 56.00 PROMO ITEMS/DESIGN WORK:VARIOUS 1,877.00 4,957.00 190653 07/26/2018 020801 MORAN,JULIE REFUND:BALADJ:VIOL 25.00 25.00 DISMISSAL:324252 190654 07/26/2018 009443 MUNYON,DENNIS G. JUL-SEP'18 LIC.FEE:OLD TOWN 3,375.00 3,375.00 PARKING L 190655 07/26/2018 002925 NAPA AUTO PARTS AUTO PARTS&MISC SUPPLIES:STA 8.60 8.60 95 190656 07/26/2018 002292 OASIS VENDING,AKA EDWARD KITCHEN&COFFEE SUPPLIES:MPSC 633.51 633.51 W BENDAS 190657 07/26/2018 002105 OLD TOWN TIRE AND SERVICE CITY VEHICLE MAINT SVCS:BLDG& 225.81 225.81 SAFETY Page:13 apChkLst Final Check List Page: 14 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190658 07/26/2018 004605 PERSONAL TOUCH CATERING, DEPOSIT:COMMISSION RECOGN 1,149.35 1,149.35 AKA MICHAEL L RIVERS 9/6/18 190659 07/26/2018 000249 PETTY CASH PETTY CASH REIMBURSEMENT 728.28 PETTY CASH REIMBURSEMENT 77.85 806.13 190660 07/26/2018 019015 PROJECT RADIAN,DBA GEARS TCSD INSTRUCTOR EARNINGS 1,470.00 2 ROBOTS TCSD INSTRUCTOR EARNINGS 1,344.00 2,814.00 190661 07/26/2018 020579 RACEWAY FORD INC PURCH TRUCK XX8040:FIRE PREV 25,158.28 INSPECTORS PURCH TRUCK XX8039:FIRE PREV INSF 25,158.28 PURCH TRUCK XX8041:FIRE PREV INSF 25,158.28 75,474.84 190662 07/26/2018 020429 REMOTE SATELLITE SYSTEMS AUG'18 SATELLITE PHONE 280.00 280.00 INT'L SRVCS:EOC 190663 07/26/2018 000353 RIVERSIDE CO AUDITOR, JUNE 2018 PRKG CITATION 3,393.00 3,393.00 CONTROLLER ASSESSMENTS 190664 07/26/2018 000955 RIVERSIDE CO SHERIFF SW 4TH OF JULY PATROL SVCS 14,978.02 14,978.02 STN 190665 07/26/2018 000406 RIVERSIDE CO SHERIFFS JUNE'18 BOOKING FEES:POLICE 60,205.86 60,205.86 DEPT 190666 07/26/2018 001097 ROADLINE PRODUCTS INC SUPPLIES:PW STENCIL CREW 286.58 286.58 190667 07/26/2018 012251 ROTH,DONALD J TCSD INSTRUCTOR EARNINGS 567.00 TCSD INSTRUCTOR EARNINGS 378.00 945.00 190668 07/26/2018 009196 SACRAMENTO THEATRICAL SOUND/LIGHTING SUPPLIES: 2,744.79 2,744.79 LIGHTING THEATER 190669 07/26/2018 005120 SAN DIEGO NATURAL HISTORY EXCURSION:SUMMER DAY CAMP 1,050.00 1,050.00 7/12/18 190670 07/26/2018 000278 SAN DIEGO UNION-TRIBUNE JUN PUBLIC NTC ADS:PW/PLANNING 747.07 747.07 190671 07/26/2018 009980 SANBORN GWYNETH A,CO COUNTRY LIVE!@ THE MERC 7/21/18 476.00 476.00 TEMECULA MUSIC ACADEMY 190672 07/26/2018 017699 SARNOWSKI SHAWNA M PHOTOGRAPHY SRVCS:SENIOR FLAG 150.00 PRESTON CEREMONY PHOTOGRAPHY:NIGHT OF THE LUMINAF 150.00 PHOTOGRAPHY SRVCS:CRC TEENS 300.00 PHOTOGRAPHY SRVCS:CITY LUNCHEOI 150.00 750.00 Page:14 apChkLst Final Check List Page: 15 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190673 07/26/2018 011511 SCUBA CENTER TEMECULA TCSD INSTRUCTOR EARNINGS 70.00 TCSD INSTRUCTOR EARNINGS 756.00 TCSD INSTRUCTOR EARNINGS 525.00 1,351.00 190674 07/26/2018 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 07/19/18 537.00 537.00 190675 07/26/2018 010745 SHERWIN WILLIAMS PAINTING SUPPLIES:LIBRARY 108.24 108.24 190676 07/26/2018 013320 SIMPLYSTITCHIN' T-SHIRTS-YOUTHCOURTAWARDS 1,094.03 USE TAX/T-SHIRTS-YOUTH COURT AWA -10.06 1,083.97 190677 07/26/2018 000537 SO CALIF EDISON 7500899356/RELOC DISTR 41,172.26 41,172.26 FACS:ULT.INTRCHG 190678 07/26/2018 020015 SOCALAPPLIED WING CHUN Martial arts demonstration:Culture Quest 75.00 75.00 ACADEM,AKA DONALD JOSEPH PRESTO 190679 07/26/2018 006221 SOUTH BAY FOUNDRY INC. SUPPLIES:PW CATCH BASIN CREW 1,637.78 1,637.78 190680 07/26/2018 008337 STAPLES BUSINESS OFFICE SUPPLIES:MRC 174.64 ADVANTAGE OFFICE SUPPLIES:CITY MGR OFC 136.80 OFFICE SUPPLIES:CITY CLERK 69.12 OFFICE SUPPLIES:MRC 30.31 OFFICE SUPPLIES:MRC 101.76 OFFICE SUPPLIES:CITY MGR OFC 44.20 CREDIT:OFFICE SUPPLIES/CITY MGR OF -135.54 OFFICE SUPPLIES:PW CIP 113.37 OFFICE SUPPLIES:PW CIP/TRAFFIC 357.33 OFFICE SUPPLIES:POLICE OLD TOWN S 123.84 OFFICE SUPPLIES:POLICE OLD TOWN S 84.90 OFFICE SUPPLIES:MPSC 521.98 OFFICE SUPPLIES:MPSC 29.07 OFFICE SUPPLIES:SKATE PARK 200.74 OFFICE SUPPLIES:LIBRARY 187.14 OFFICE SUPPLI ES:TH EATER 630.38 OFFICE SUPPLIES:TCSD ADMIN 66.49 OFFICE SUPPLIES:TCSD ADMIN 40.01 CREDIT:OFFICE SUPPLIES/POLICE -12.09 OFFICE SUPPLIES:POLICE OLD TOWN S 84.63 OFFICE SUPPLIES:FINANCE 70.60 OFFICE SUPPLIES:TCC/MRC 684.84 OFFICE SUPPLIES:HUMAN SERVICES 776.75 OFFICE SUPPLIES:HUMAN SERVICES 109.95 OFFICE SUPPLIES:TCSDADMIN 7.06 OFFICE SUPPLIES:TCSDADMIN 99.65 4,597.93 Page:15 apChkLst Final Check List Page: 16 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190681 07/26/2018 002366 STEAM SUPERIOR CARPET CARPET CLEANING SRVCS:CIVIC 5,000.00 5,000.00 CLEANING CENTER 190682 07/26/2018 015648 STEIN ANDREW,DBA PARKINK PROMOTIONAL 3,175.87 ITEMS/SHIRTS:T.MUSEUM USE TAX/PROMO ITEMS:T.MUSEUM -26.68 MISC SUPPLIES:VARIOUS SPECIAL EVEt 1,331.35 MISC SUPPLIES:VARIOUS SPECIAL EVEt 3,974.26 8,454.80 190683 07/26/2018 001546 STRAIGHT LINE GLASS AND WINDOWTINTING:STA95 1,725.00 1,725.00 MIRROR,COMPANY INC 190684 07/26/2018 015042 SULLIVAN SOLAR POWER REFUND:SEC DEP&FEES:RM 582.50 582.50 RENTAL:CONF CTR 190685 07/26/2018 020765 SUMMIT SAFETY,LLC,DBA VESTS FOR EOC 954.61 954.61 SUMMIT SIGN&SAFETY 190686 07/26/2018 020446 SURERIDE CHARTER INC,DBA TRANSPORTATION:SMR DAY CAMP 4,684.20 4,684.20 SUN DIEGO CHARTER 7/5/18 190687 07/26/2018 007698 SWANK MOTIONS PICTURES, MOVIE RENTALS:MOVIES IN THE PARK 613.00 INC. 7/13/18 MOVIE RENTALS:MOVIES IN THE PARK 7 613.00 1,226.00 190688 07/26/2018 008311 TEMECULA VALLEY ATHLETIC TCSD INSTRUCTOR EARNINGS 773.50 773.50 CLUB,DBA:VIPER VOLLEYBALL 190689 07/26/2018 000668 TIMMY D PRODUCTIONS INC PROF SRVCS:MOVIES...PARK 7/20 1,400.00 PROF SRVCS:SMR CONCERT SERIES 7/ 2,750.00 4,150.00 190690 07/26/2018 020740 TOMASINO,MARGARITA REFUND:BALADJ:VIOL 25.00 25.00 DISMISSAL:323865 190691 07/26/2018 012344 TRANSPORTATION CONCEPTS TRANSPORTATION:ROD RUN 2018 2,976.00 2,976.00 190692 07/26/2018 004124 TRUELINE CONSTRUCTION REPAIRS:ROLLER HOCKEY&SKATE 2,500.00 2,500.00 AND,SURFACING INC PARK 190693 07/26/2018 019793 URBANE CAFE,TGH REFRESH MENTS:ART OFF THE WALLS 344.13 344.13 ENTERPRISES LLC 8/3 190694 07/26/2018 018995 VILLANUEVA,CHRISTOPHER TCSD INSTRUCTOR EARNINGS 850.50 850.50 190695 07/26/2018 020806 VIZCARRA,BLAKE REIMB FOR PLAQUE PURCHASE 81.51 81.51 190696 07/26/2018 007987 WALMART SUPPLIES:SUMMER DAY CAMP 150.68 150.68 Page:16 apChkLst Final Check List Page: 17 07/26/2018 11:59:01AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 190697 07/26/2018 001881 WATER SAFETY PRODUCTS MISC SUPPLIES:AQUATICS PRGM 348.41 INC MISC SUPPLIES:AQUATICS PRGM 337.45 685.86 190698 07/26/2018 003730 WEST COAST ARBORISTS INC 6/16-30/18 TREE MAINT:VILLAGES 900.00 900.00 190699 07/26/2018 013286 WEST SAFETY SERVICES,INC. JUL ENTERPRISE 911 SVCS:IT 450.00 450.00 190700 07/26/2018 020802 WHITMORE,MIKELENE REFUND:BALADJ:VIOL 305.00 305.00 DISMISSAL:324168 190701 07/26/2018 018871 WONDER SCIENCE TCSD INSTRUCTOR EARNINGS 3,496.50 TCSD INSTRUCTOR EARNINGS 1,795.50 5,292.00 1002025 07/20/2018 020804 SITJAR,RHONA REFUND:CREDIT ON ACCT:TCSD 117.00 117.00 1002026 07/20/2018 020805 ZIADE,CHRISTELLE REFUND:CREDIT ON ACCTTCSD 55.00 55.00 Grand total for UNION BANK: 3,324,232.78 Page:17 apChkLst Final Check List Page: 18 07/26/2018 11:59:01AM CITY OF TEMECULA 197 checks in this report. Grand Total All Checks: 3,324,232.78 Page:18 Item No . 4 r Approvals City Attorney Al Director of Finance 1 City Manager er CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Lisa McConnell, Chief of Police DATE: August 14, 2018 SUBJECT: Authorize Emergency Radio Rental, Maintenance, and Repair for Temecula Police Motorcycle Fleet Services for FY 2018-19 with the County of Riverside, Information Technology Division PREPARED BY: Lt. James Rayls, Temecula Police Department Mary Vollmuth, Purchasing Manager RECOMMENDATION: That the City Council authorize emergency radio rental, maintenance, and repair for Temecula Police Motorcycle Fleet Services for FY 2018-19, in the amount of$35,802, with the County of Riverside, Information Technology Division. BACKGROUND: The City contracts with the Riverside County Sheriff's Department for law enforcement services. Temecula Police utilize County radios and frequency for daily operations and emergency responses. To maintain standardization of communication and emergency operation transmittals between Temecula Police and the Riverside County Sheriff's Department all emergency radios require issuance and maintenance by the County of Riverside, Information Technology Division. The City is responsible for the cost of maintenance, repair, and rental of emergency radio equipment assigned to twelve motorcycles in the Temecula Police traffic fleet. Standard practice requires issued radios be placed on a regular repair and maintenance schedule to ensure communications are maintained throughout assigned patrols. The estimated expenditure of $35,802 is budgeted for the current fiscal year. FISCAL IMPACT: Adequate funds are available in the current Fiscal Year 2018-19 Temecula Police operating budget. ATTACHMENTS: None Item No . 5 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Assistant City Manager DATE: August 14, 2018 SUBJECT: Grant Easement to Eastern Municipal Water District for Installation of a Sewer Main within City Property Located at Mission Village Apartments at the Southwest Corner of Pujol Street and 6th Street PREPARED BY: Betsy Lowrey, Senior Management Analyst RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TEMECULA AND EASTERN MUNICIPAL WATER DISTRICT IN CONNECTION WITH A GRANT OF EASEMENT FOR EASTERN MUNICIPAL WATER DISTRICT'S SEWER IMPROVEMENTS AND FINDING THE ACTION EXEMPT FROM CEQA (ASSESSOR'S PARCEL NUMBERS 940-310-050, 940-310-051, 922-054-021, 922-054-022, AND 922-054-023) 2. Authorize the City Manager to approve and execute any necessary documents, including the Grant of Public Service Easement attached as Attachment "1" to the Purchase and Sale Agreement in substantially the form attached, and to take all necessary actions to complete the grant of the non-exclusive easement to Eastern Municipal Water District, including without limitations, all escrow instructions and related documents. BACKGROUND: Eastern Municipal Water District("EMWD") proposes to install a 24- inch sewer main to augment the capacity of the sewer system in the area. EMWD seeks to acquire an approximate 4,627 square foot non-exclusive easement to construct and maintain underground sewer improvements beneath the surface of the parking areas of the City-owned property improved with the Mission Village apartments located at the southwest corner of Pujol Street and 6th Street (leasing office address is 28497 Pujol Street). The proposed non-exclusive easement is depicted on Exhibits "A" and "B" of the attached Grant of Public Service Easement. Exhibit "C" hereto shows the location of proposed easement in relation to the overall area. Staff is working with the Lessee of the City-owned property, Temecula Gardens, LP, a California Limited Partnership, who leases the property pursuant to a Ground Lease between the City's predecessor in interest and Lessee dated July 1, 1998. The City shall submit into escrow a signed Consent of Lessee that will be attached to the Purchase and Sale Agreement. The scope of the non-exclusive easement includes the following: • The Grant of Easement provides that EMWD may use the Easement for ingress and egress on, in, over and through the Easement area to construct, reconstruct, replace, reconfigure, maintain, repair, relocate, remove, inspect. observe, and study the underground facilities placed by EMWD in said Easement area. • EMWD will construct the underground sewer and related improvements for the Project in the Easement area by using a jack and bore method (underground tunneling)that will not impact the existing parking and improvements located on the Easement area. • Under the Grant of Easement, EMWD will pay the costs to replace with material of like kind and quality any improvements located in the Easement area or on any portion of the City Property that are damaged as a result of EMWD's construction of the Project or use of the Easement and ingress and egress rights under the Easement, including, but not limited to, asphalt, pavement, concrete swales, curb and gutter, parking lot striping, concrete sidewalk/flatwork and fencing. • The City reserves for itself, and the City's successors, assigns, and any lessees of the City Property the right to make use of the surface of the Easement area in a manner that does not materially interfere with EMWD's proposed uses, including, but not limited to the existing and any future parking lot improvements, parking drive aisle, pavement, parking of vehicles, and use of the subject Easement area for ingress and egress and parking of vehicles, including heavy garbage trucks, construction vehicles, moving trucks, and similar heavy vehicles. • No structures, buildings, trees, or large shrubs are permitted on the surface of the Easement area. EMWD extended an original written offer to the City offering to purchase the 4,627 square foot non-exclusive easement for the sum of$31,700. The City's appraisers opined that the fair market value of the Easement is $62,927 based on a January 19, 2018 date of value. On July 12, 2018. EMWD agreed to the City's price, and the terms of Purchase and Sale Agreement and Grant of Easement. Staff recommends that the City Council take the actions set forth above. FISCAL IMPACT: EMWD will pay to the City the sum of $62,927 for its grant of the non-exclusive easement to EMWD. ATTACHMENTS: 1. Resolution 2. Purchase and Sale Agreement 3. Grant Easement 4. Exhibit "C" Map 5. Consent of Lessee RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TEMECULA AND EASTERN MUNICIPAL WATER DISTRICT IN CONNECTION WITH A GRANT OF EASEMENT FOR EASTERN MUNICIPAL WATER DISTRICT'S SEWER IMPROVEMENTS AND FINDING THE ACTION EXEMPT FROM CEQA (ASSESSOR'S PARCEL NUMBERS 940-310-050, 940-310-051; 922-054-021, 922-054-022 AND 922-054-023) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. Eastern Municipal Water District ("EMWD") seeks to acquire an approximate 4,627 square foot easement ("Subject Easement") to install, operate and maintain a 24-inch diameter sewer main pipe and appurtenances beneath the surface of the parking areas of the City-owned property improved with the Mission Village apartments located at the southwest corner of Pujol Street and 6th Street Old Town Front Street to augment the existing sewer system in connection with EMWD's Pala Force Main Project ("EMWD Project"). The Subject Easement is described more particularly on Exhibit "A" and depicted on the Exhibit "B" of the Grant of Public Service Easement. B. In October 2017, EMWD sent to the City a written offer to purchase the Subject Easement in connection with the EMWD Project for $31 ,700. Based on the City's review of the offer and experience with similar easements in Old Town Temecula, the City obtained its own independent appraisal. The City's appraiser opined that the fair market value of the Easement is $62,927 based on a January 19, 2018 date of value. C. City staff and EMWD staff negotiated EMWD's proposed purchase of the Subject Easmeent and on July 12, 2018, EMWD accepted the City's revisions to EMWD's draft Purchase and Sale Agreement and Grant of Public Service Easement. The parties have reached an agreement on the terms of the Purchase and Sale Agreement for the Subject Easement, subject to approval of the City Council. D. The City's grant of the Subject Easement to EMWD benefits the community. The EMWD Project will augment the existing sewer system. EMWD will install and construct the new sewer pipeline improvements within the area of the Subject Easement by using a "guided bore" tunneling method to avoid any impact to the parking lot improvements located on the surface of the Subject Easement. EMWD will repair, at its sole cost and expense, any damage to the surface area of the Subject Easement or the City Parcel that arises in connection with EMWD's use or construction of the EMWD Project in the area of the Subject Easement. E. The Grant of Easement provides that EMWD may use the Subject Easement for ingress and egress on, in, over and through the City-owned property to construct, reconstruct, replace, reconfigure, maintain, repair, relocate, remove, inspect, observe, and study the underground facilities placed by EMWD in the area of the Subject Easement. No structures, buildings, trees, or large shrubs are permitted on the surface of the Subject Easement. Section 2. Approval of Purchase and Sale Agreement. The City Council of the City of Temecula approves that certain agreement entitled "Agreement for Purchase and Sale with Joint Escrow Instructions By and Between Eastern Municipal Water District and the City of Temecula in Connection with the non-exclusive Grant of Public Service Easment for the EMWD Project (Riverside County Tax Assessor's Parcel Numbers 940- 310-050, 940-310-051; 922-054-021, 922-054-022 and 922-054-023)" ("Agreement"), with such changes in the Agreement as may be mutually agreed upon between the City and EMWD as are in substantial conformance with the form of the Purchase and Sale Agreement on file in the Office of the City Clerk. The Mayor is hereby authorized to execute the Agreement on behalf of the City. A copy of the final Agreement, when executed by the Mayor, will be placed on file in the office of the City Clerk. Section 3. City Manager's Authority. The City Manager (or his 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, approval and execution on behalf of the City of the Grant of Easement and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to implement the Agreement and to effectuate the grant of the Subject Easement contemplated therein, including but not limited to escrow instructions, minor changes or corrections as needed, and related documents if the City and EMWD determine an escrow is necessary to effect the transfer of the Subject Easement contemplated by the Agreement. Section 4. Environmental Analysis. On April 19, 2017, the Eastern Municipal Water District prepared and adopted a Mitigated Negative Declaration ("MND") for the Pala Force Main Project for the installation, operatation and maintenance of a 24-inch diameter sewer main pipe and appurtenances, including the acquisition of required rights of way. No further environmental review is required for the approval of the conveyance of the Subject Easement. The City Council finds, determines, and declares that: (1 ) Substantial changes are not proposed in the EMWD Project that will require major revisions of the previous MND due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) No substantial changes have occurred with respect to the circumstances under which the EMWD Project is undertaken that will require major revisions of the previous MND due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and (3) No new information of substantial importance exists, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous MND was adopted, showing that the EMWD Project will have one or more significant effects not discussed in the previous MND, or that significant effects previously examined will be substantially more severe than shown in the previous MND; mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the EMWD Project, but the EMWD Project proponents decline to adopt the mitigation measure or alternative; or mitigation measures or alternatives that are considerably different from those analyzed in the previous MND would substantially reduce one or more significant effects on the environment, but the EMWD Project proponents decline to adopt the mitigation measure or alternative. 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 14th day of August, 2018. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August, 2018, by the following vote.- AYES: ote:AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Randi Johl, City Clerk AGREEMENT FOR PURCHASE OF EASEMENT WITH JOINT ESCROW INSTRUCTIONS Southwest Corner of 6th Street and Pujol Street Temecula, County of Riverside, State of California Assessor Parcel Number(s) 940-310-050, 940-310-051, 922-054-021, 922-054-022, and 922-054-023 By and Between EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911 and CITY OF TEMECULA, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula 1of18 470129 RP-019 Rev.0118 P&S Emwd COT 06.20.18 This AGREEMENT FOR PURCHASE OF EASEMENT WITH JOINT ESCROW INSTRUCTIONS ("Agreement"), is entered into as of ' 20_ (the "Effective Date" to be inserted by Escrow) by and between EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911 ("District"), and the CITY OF TEMECULA, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula "City RECITALS The following recitals are a substantive part of this Agreement: A. City is the owner of 42360 6th Street and 28493 Pujol Street, located in the City of Temecula, County of Riverside, State of California, Assessor Parcel Numbers 940-310-050, 940-310-051, 922-054-021, 922-054-022, and 922-054-023 (the "Property"). B. The Property is subject to a Ground Lease dated July 1, 1998 ("Ground Lease") between the City's predecessor in interest and Temecula Gardens, LP, a California Limited Partnership. A Memorandum of Lease, Right of First Refusal, and Option to Purchase recorded on July 17, 1998 as Instrument Number 297475 of Official Records of the County of Riverside provided notice regarding the Ground Lease and the City's Option to purchase Lessee's leasehold interest in the Property. C. The District's Pala Force 24-Inch Main project will separate the District's Pala and Pujol lift stations and provide each its dedicated force main, thus increasing the sewer capacity to accommodate future development within the Temecula service area (the "Project"). D. District desires to purchase from City a permanent non-exclusive easement as more particularly described in Exhibits "A" and "B" of the Grant of Public Service Easement attached hereto as Attachment "1" and incorporated herein by reference ("Easement"). E. City desires to sell the Easement to District as detailed in the terms and conditions set forth in this Agreement. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, DISTRICT AND CITY AGREE AS FOLLOWS: SECTION 1 PURCHASE PRICE AND GENERAL RELEASE 1.0 Purchase Price. Subject to all of the terms and conditions set forth in this Agreement, City agrees to sell to the District and District agrees to purchase from City the Easement for Sixty-Two Thousand Nine Hundred and Twenty-Seven Dollars ($62,927.00) (the "Purchase Price"). 2of18 470129 RP-019 Rev.01/18 P&S Emwd COT 06.20.18 1.1 Division of Purchase Price. Division of the Purchase Price among other parties having an interest in the Property will be City's sole responsibility. 1.2 Full Compensation and General Release. City acknowledges and agrees that the Purchase Price is full consideration for, inclusive of, and all-inclusive compensation for any and all of City's interests in the Easement and any rights or obligations which exist or may arise out of District's acquisition of the Easement, including without limitation,severance damages, if any, pre-condemnation damages, if any, loss of business goodwill, if any, costs, interest, attorneys' fees, relocation assistance or benefits and moving expense due or compensable under the relocation laws, and any claim for compensation or other legal remedy of whatever kind or nature, tangible or intangible, direct or consequential by City or any person or entity claiming by or through City which may arise out of or relate in any respect to the acquisition of the Easement by the District. Except as otherwise set forth in this Agreement, each Party releases and discharges the other, its predecessors, successors and assigns and their respective officers, directors, employees, other representatives and shareholders, from any and all claims, demands, causes of action, obligations, and liabilities of every kind and nature whatsoever, or claims to have had, or now has, against the other, which relates to or arises out of the acquisition of this Easement. Each Party acknowledges and is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." (City's Initial) (District's Initial) SECTION 2 ESCROW INSTRUCTIONS 2.0 Escrow Agent/Title Company. First American Title Company in its Riverside Office located at 3400 Central Avenue, Ste. 100, Riverside, CA 92506 shall act as the Title Company and Escrow Agent for this transaction. The Escrow Officer shall be Amy Hayes; Telephone (951) 787-1758; email: ahayes@firstam.com and the Title Officer shall be Porscha Peterson; Telephone (951) 787-1762; email popeterson@firstam.com. 2.1 Escrow Instructions. This Agreement constitutes the joint escrow instructions of City and District for the purchase of the Easement and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. Any amendment of these escrow instructions shall be in writing and signed by both City and District. At the time 3of18 470129 RP-019 Rev.0118 P&S Emwd COT 06.20.18 of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to City or District shall be directed to the addresses and in the manner established in Section 6.7 of this Agreement for notices, demands and communications between City and District. 2.2 Close of Escrow. The escrow will close on or before 30 calendar days from the date this Agreement is fully executed by the Parties ("Close of Escrow"). 2.3 Costs of Escrow. District shall pay 100 percent of all customary escrow and title costs. 2.4 Costs for Title Insurance. District shall pay all title insurance premiums for the CLTA standard owner's form policy, any additional cost of obtaining additional coverage requested by the District, including the difference between a CLTA standard owner's policy and an ALTA extended owner's policy. 2.5 Commission. City and the District each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with this transaction, and each agrees to defend and hold harmless the other from any claim to any such commission or fee resulting from any action on its part. 2.6 General Provisions Applicable to Escrow Agent. The following general provisions shall be applicable to the Escrow Agent. (a) All disbursements shall be made by check or bank wire of the Escrow Agent. All funds received in the Escrow shall be deposited in a separate interest-earning escrow account with any bank doing business in the State of California and approved by District. (b) The Parties to the Escrow jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with, or arising out of the Escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow Agent. In the event that the Escrow Agent files a suit in interpleader, the Escrow Agent shall be fully released and discharged from all obligations imposed upon the Escrow Agent in the Escrow. (c) All prorations and/or adjustments called for in the Escrow shall be made on the basis of a thirty (30) day month unless the Escrow Agent is otherwise instructed in writing. 4of18 470129 RP-019 Rev.0118 P&S_Emwd_CO T_06.20.18 2.7 Authority of Escrow Agent. The Escrow Agent is authorized to, and shall: (a) If applicable, pay and charge District for any Escrow Costs, charge District for the cost of drawing the Grant of Public Service Easement, recording fees, notary fees and any state, county or local documentary transfer fees; (b) Pay and charge the District for the premium of the Title Policy and, if applicable, pay and charge the District for any upgrade of the Title Policy or Additional Endorsements to the Title Policy which are requested by District; (c) Disburse funds and record and deliver to District the Grant of Public Service Easement when both District's Closing Conditions and the City's Closing Conditions to the Close of Escrow are satisfied or waived in writing by the Party for whom the condition was established, provided, however, that funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant of Public Service Easement and delivered the Title Policy to District; (d) Insert the Effective Date in the introductory paragraph of this Agreement and the appropriate amounts and Close of Escrow in documents deposited by the Parties in Escrow; (e) Do such other actions as necessary to fulfill the Escrow Agent's obligations under this Agreement, including, if applicable, obtaining the Title Policy and recording any instrument delivered through Escrow if necessary and proper in the issuance of the Title Policy; (f) Within the discretion of the Escrow Agent, direct District and City to execute and deliver any instrument, affidavit or statement, and to perform any act reasonably necessary and/or applicable to comply with the provisions of FIRPTA and any similar state act or regulation promulgated thereunder. City agrees to execute a Certificate of Non- Foreign Status by individual transferor, a Certificate of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and/or a California Franchise Tax Board Form 590 or similar form, if applicable, to assure District that there exist no withholding requirements imposed by application of law as may be required by the Escrow Agent, on forms supplied by the Escrow Agent; 5of18 470129 RP-019 Rev.0118 P&S Emwd COT 06.20.18 (g) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms, including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms and/or withholding are provided for or required by law; and (h) Prepare and deliver to District and City for their review and approval prior to the Close of Escrow an estimated settlement statement. 2.8 Submittals into Escrow. The Parties shall submit documents and funds into Escrow as set forth in this Section. (a) Submittals by City. (i) At least two (2) days prior to the Close of Escrow, City shall submit into Escrow the original Grant of Public Service Easement duly executed by City and acknowledged substantially in the form attached hereto as Attachment "1". (ii) At least two (2) days prior to the Close of Escrow, City shall submit into Escrow the original fully executed Consent of Lessee to Subject Easement substantially in the form attached hereto as Attachment "2". (iii) At least two (2) days prior to Close of Escrow, funds to cover all closing costs to be paid by City, if any. (iv) A non-foreign transferor affidavit in a form acceptable to Escrow Agent, if applicable. (v) An executed Internal Revenue Form W-9 or 1099-S form. (b) Submittals by District. (i) At least two (2) days prior to the Close of Escrow, the original Certificate of Acceptance of the Grant of Public Service Easement, duly executed by District. (ii) At least two (2) days prior to Close of Escrow, funds equal to the Purchase Price, along with sufficient funds to cover all closing costs to be paid by District, if any. 2.9 Closing Procedure. The Escrow Agent shall close the Escrow as follows: 6of18 470129 RP-019 Rev.0118 P&S_Emwd_COT_06.20.18 (a) Record the Grant of Public Service Easement and Consent of Lessee to Subject Easement with the Riverside County Recorder's Office; (b) Deliver the Title Policy issued by the Title Company to the District; (c) Deliver to City funds in an amount equal to the difference between (i) the Purchase Price and (ii) prorations and charges applicable against City, including its share of other costs, if any, as evidenced by the settlement statement approved by the Escrow Agent to the City and District; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any, to District; and (f) Forward to District and City a separate accounting of all funds received and disbursed for each Party and copies of all executed, recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. SECTION 3 REPRESENTATIONS AND WARRANTIES 3.0 City's Representations. The City represents and warrants to District as of the Effective Date as follows: (a) Authority. City has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of the City. (b) No Conflict. To the best of City's knowledge, the City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which the City is a party or by which it is bound. (c) No Bankruptcy. City is not the subject of a bankruptcy proceeding. (d) Rental and Occupancy. As set forth in Recital B, City has informed District that the Property is subject to a Ground Lease. In accordance with Section 2.8(a)(ii) of this Agreement, the acquisition of the Easement is subject to the City's submittal of a Consent of Lessee to the Subject Easement. 7of18 470129 RP-019 Rev.01/18 P&s Emwd co T06.20.18 (e) Title. The City holds a fee title interest in the Property. (f) Hazardous Substances Disclosure. City warrants and represents to District that it is not aware of any Hazardous or Toxic Material or substance located on or beneath the Property conveyed hereunder. If City shall become aware of any hazardous or toxic material or substance located on or beneath the Property conveyed hereunder prior to the Close of Escrow, City shall, in writing, within ten (10) days, notify District. "Hazardous or Toxic Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "acutely hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., (xii) methyl-tert butyl ether, or (xiii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any Governmental Requirements either requires special handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the environment. (g) Governmental Compliance. To the best of the City's knowledge, the City has not received any notice from any governmental agency or authority 8of18 470129 RP-019 Rev.01/18 P&S Emwd COT-06.20.18 alleging that the Property is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are received by the City, City shall, in writing, within ten (10) days of receipt of such notice, notify District. 3.1 District's Representations. District represents and warrants to City as of the Effective Date as follows: (a) Authority. District is a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911 and in good standing under the laws of the State of California. District has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by District have been fully authorized by all requisite actions on the part of the District. (b) No Conflict. To the best of District's knowledge, District's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, trust agreement, or any other agreement or order to which District is a party or by which it is bound. (c) No Bankruptcy. District is not the subject of a bankruptcy proceeding. SECTION 4 CLOSING CONDITIONS EMWD shall be responsible for any damage to City's property or that of third parties resulting from any exercise of the rights herein granted, including but not limited to soil erosion, subsidence or damage resulting therefrom. However, EMWD shall not be responsible for damage caused to City's property resulting from the sole negligence or willful misconduct of City. EMWD shall promptly repair and restore to its original condition any of City's property, including, but not limited to, roads, utilities, buildings and fences that may be altered, damaged or destroyed in connection with the exercise of the Easement or use of the Easement area. 4.0 District's Conditions to Close of Escrow . The obligation of District to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (the "District's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by District only in a writing executed by District: (a) City's Due Performance. All of the representations and warranties of City set forth in this Agreement shall be true, correct and complete in all material respects as of the Close of Escrow, and City, on or prior to the Close of Escrow, shall have complied with and/or performed all of the material obligations, covenants and agreements required on the part of 9of18 470129 RP-019 Rev.01/18 P&5_Emwd_COT_06.20.18 City to be complied with or performed pursuant to the terms of this Agreement, including the execution and delivery by City of all closing documents required under this Agreement. (b) Bankruptcy. No action or proceeding shall have been commenced by or against City under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, lien or levy shall have attached to or been issued with respect to City's interest in the Property or any portion thereof. (c) Delivery of Title Policy at Close of Escrow. Title Company shall commit to issue to District a CLTA policy of title insurance, together with the Approved Endorsements (the "Title Policy"), insuring the District's interest in the Easement. The Title Policy shall be in the amount of the Purchase Price; provided, however, that the Title Company shall, if requested, provide any endorsements other than the Approved Endorsements reasonably requested by District (collectively, the "Additional Endorsements"). (d) Deposit of Funds. City shall have deposited all funds and shall have made all payments required to be deposited and made by City, if any, for the Close of Escrow pursuant to this Agreement. (e) No Litigation. No litigation shall be pending or threatened by any third parties which seek to enjoin the transactions contemplated herein. 4.1 Failure of District's Closing Conditions. If any of District's Closing Conditions described in Section 4.0 have not been fulfilled within the applicable time periods, District may: (a) Waive the unfulfilled District's Closing Conditions and Close in accordance with this Agreement, without adjustment or abatement of the Purchase Price. (b) Terminate this Agreement by written notice to City if the Close of Escrow does not occur because the Due Diligence Period, if any, is not satisfied, in which event Escrow Agent shall return the escrow deposit, if any, plus any accrued interest to District. (c) Terminate this Agreement by written notice to City, in which event City shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any, and to the extent that the failure of any applicable District's Closing Conditions is caused by a breach of any term or condition of this Agreement by City, or City's failure to timely perform any condition or 10 of 18 470129 RP-019 Rev.0118 P&S_Emwd_COT_06.20.18 obligation set forth herein, District shall be entitled to pursue its rights and remedies pursuant to the terms of Section 5. 4.2 City's Closing Conditions. The obligation of City to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (the "City's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by City only in a writing executed by City: (a) District's Due Performance. All of the representations and warranties of District set forth in this Agreement shall be true, correct and complete in all material respects as of the Close of Escrow, and District, on or prior to the Close of Escrow, shall have complied with and/or performed all of the material obligations, covenants and agreements required on the part of District to be complied with or performed pursuant to the terms of this Agreement. (b) Bankruptcy. No action or proceeding shall have been commenced by or against District under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors. (c) Deposit of Funds. District shall have deposited all funds and shall have made all payments required to be deposited and made by District, if any, for the Close of Escrow pursuant to this Agreement. (d) No Litigation. No litigation shall be pending or threatened by any third parties which seek to enjoin the transactions contemplated herein. 4.3 Failure of City's Closing Conditions. If any of City's Closing Conditions described in Section 4.2 have not been fulfilled within the applicable time periods, City may: (a) Waive the unfulfilled City's Closing Conditions and Close in accordance with this Agreement, without adjustment or abatement of the Purchase Price. (b) Terminate this Agreement by written notice to District, in which event District shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any, and to the extent that the failure of any applicable City's Closing Conditions is caused by a breach of any term or condition of this Agreement by District, or District's failure to timely perform any condition or obligation set forth herein, City shall be entitled to pursue its rights and remedies pursuant to the terms of Section S. SECTION S DEFAULTS AND REMEDIES 11 of 18 470129 RP-019 Rev.01/18 P&s_Emwd_COT_06.20.19 5.0 Default. Subject to the extensions of time set forth in this Agreement, failure by either Party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and failure to cure as described hereafter constitutes a "Default" under this Agreement. A Party claiming a Default shall give written Notice of Default to the other Party specifying the nature of such Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other Party, and the other Party shall not be in Default if such Party within ten (10) business days from receipt of such Notice, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 5.1 Institution of Legal Actions. In addition to any other rights and remedies, and subject to the restrictions otherwise set forth in this Agreement, either Party may institute an action at law or in equity to seek the specific performance of the terms of this Agreement, to cure, correct or remedy any Default, to recover damages for any Default or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California. 5.2 Termination by the District Prior to the Close of Escrow. Prior to the Close of Escrow and provided that District is not in Default of any of its obligations under this Agreement, in addition to any other remedies available to District, in the event that either (a) City does not tender conveyance of title to the Property in the manner and condition and by the date required in this Agreement, and any such failure is not cured within fifteen (15) days after written demand by District; or (b) City fails to perform a material obligation hereunder which constitutes a Default, including without limitation the failure to satisfy any of District's Closing Conditions to the Close of Escrow which is to be performed by City as and at the times required under this Agreement; then, this Agreement may, at the option of the District, be terminated by Notice thereof to City. Nothing in this Section shall limit or prohibit the District's right to pursue any legal right or remedy against City for City's failure to perform its obligations under this Agreement, provided that District shall not be entitled, and District hereby expressly waives its individual and collective right to seek consequential and/or punitive damages in the event of City's Default. 5.3 Termination by City Prior to the Close of Escrow. Prior to the exchange of title and provided that City is not in Default of any of its obligations under this Agreement, in addition to any other remedies available to City, in the event that District fails to perform a material obligation hereunder which constitutes a Default, including without limitation the failure to satisfy any of City's Closing Conditions to the Close of Escrow which is to be performed by District as and at the times required under this Agreement; then, as City's sole and exclusive remedy under this Agreement, this Agreement may, at the option of City, be terminated by Notice thereof to District. 12 of 18 470129 RP-019 Rev.01/18 P&s Emwd cor 06.20.18 Nothing in this Section shall limit or prohibit the City's right to pursue any legal right or remedy against District for District's failure to perform its obligations under this Agreement, provided that City shall not be entitled, and City hereby expressly waive their individual and collective right to seek consequential and/or punitive damages in the event of District's Default. S.4 Acceptance of Service of Process. In the event that any legal action is commenced by the City against District, service of process on District shall be made by personal service or in such other manner as may be provided by law. In the event that any legal action is commenced by District against the City, service of process on the City shall be made by personal service or in such manner as may be provided by law. 5.5 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party. 5.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 5.7 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. SECTION 6 GENERAL PROVISIONS 6.0 Environmental Assessments. District and City agree that District may conduct an environmental assessment (Phase I and Phase II at District's option) of the Property at District's expense. If said assessment is obtained, then the Close of Escrow is contingent upon the review and approval by District of the condition of the Property as shown by the assessment report. City hereby grants District, or its authorized agents, permission to enter upon the Property at all reasonable times prior to Close of Escrow for the purpose of making necessary or appropriate inspections or performing other activities in connection with District's use of the Property. District agrees to notify the City and Lessee under the Ground Lease in writing 24 hours before entering the Property to conduct any such environmental assessment. EMWD will coordinate any such environmental assessment with the Lessee under the Ground Lease at the address provided below in Section 6.7. District agrees to immediately indemnify, defend, protect, and hold harmless City, City Councilmembers, the City's agents and employees ("City Indemnified Parties") Lessee, and Lessee's agents and employees ("Lessee Indemnified Parties") from any and all loss, damage or 13 of 18 470129 RP-019 Rev.01/18 P&5 Emwd Cor 06.20.18 liability, including, without limitation, all legal fees, expert witness or consultant fees and expenses related to the response to, settlement of, or defense of any claims or liability, which may be suffered or incurred by City Indemnified Parties and/or Lessee Indemnified Parties caused by, arising out of, or in any way connected with exercise by District of the rights hereby granted in Section 6.1 of this Agreement, except those arising out of the sole negligence of City Indemnified Parties and/or Lessee Indemnified Parties. 6.1 No Third Party Rights. The Parties intend that no rights or remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein. 6.2 District Approvals and Actions. The General Manager, or his designee, is authorized to act on behalf of District unless specifically provided otherwise or the context should require otherwise. 6.3 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all Parties, shall constitute a binding agreement. For purposes of this Agreement, facsimile and electronic signatures will be deemed to be original signatures. 6.4 Integration. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. This Agreement and Attachment "1" hereto constitute the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 6.5 Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; civil disturbances; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine; restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure or delays in securing necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; delays due to the existence or remediation of Hazardous Materials (other than as provided in this Agreement); acts or omissions of the other Party; acts or failures to act of the District, acting in its governmental capacity, or any other public or governmental entity (other than the acts or failures to act of District hereunder which shall not excuse performance by District); or any other inability or cause beyond the control or without the fault of the Party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall 14 of 18 470129 RP-019 Rev.0118 P&s Emwd COT 06.20.18 commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. If such notice is delivered after such thirty (30) day period, the extension period shall commence to run from the date of such notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and District. The Parties agree to consider requests for such extensions in good faith and with intent to cooperate toward the implementation of the activities contemplated by this Agreement. 6.6 Attorneys' Fees. In any action between the Parties to interpret, enforce, reform, modify, rescind, or otherwise in connection, with any of the terms or provisions of this Agreement, the prevailing Party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 6.7 Notices, Demands and Communications Between the Parties. Any notices, requests, demands, documents, approvals or disapprovals given or sent under this Agreement from one Party to another (collectively, "Notices") may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, to the address of the other Party as stated in this Section, and shall be deemed to have been given or sent at the time of personal delivery or, if mailed, on the third day following the date of deposit in the course of transmission with the United States Postal Service. Notices shall be sent as follows: If to City: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: City Manager With a Copy to: Richards, Watson & Gershon Attention: Peter M. Thorson, City Attorney 355 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 If to District: Eastern Municipal Water District 2270 Trumble Road Perris, CA 92572-8300 Attention: Real Property Manager If to Lessee: Temecula Gardens, L.P., a California limited partnership c/o Affirmed Housing Group 200 East Washington Escondido, CA 92025 Attention: James Silverwood 15 of 18 470129 RP-019 Rev.01/18 P&s Emwd-COT-06.20.18 6.8 Severability. To the best knowledge and belief of the Parties to this Agreement, this Agreement contains no provision that is contrary to any federal, state or local law or to any regulatory requirement or other ruling or regulation of a federal, state or local agency that would be in breach of the obligations of either or both of the Parties under the terms and provisions of any legally binding agreement. However, if any provision of this Agreement or any part thereof, shall at any time be held to be invalid, in whole or in part, under any applicable federal, state or local law by a court of competent jurisdiction, or by arbitrators or an administrative agency of the federal, state or local government with proper jurisdiction, then such provision or a portion thereof, as appropriate, shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law; in such event, the validity and enforceability of the remaining provisions of this Agreement shall remain in effect and shall in no way be affected, impaired or invalidated, unless the invalidated provision(s) shall uniquely, materially and adversely affect the rights and obligations of a Party to this Agreement. 6.9 Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matter set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 6.10 Authority. Each individual executing this Agreement individually or on behalf of a corporation, nonprofit corporation, trust, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that this Agreement is binding upon the same in accordance with its terms. 6.11 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers is to sections in this Agreement, unless expressly stated otherwise. 6.12 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both Parties. 6.13 No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. 16 of 18 470129 RP-019 Rev.01/18 P&5_Emwd—CO T_06.20 18 6.14 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. The District and City agree to mutually consider reasonable requests for amendments to this Agreement that may be made by any of the Parties hereto, provided such requests are consistent with this Agreement and would not substantially alter the basic terms included herein. IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below: "City" City of Temecula, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula Dated: By: Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk Approved as to form: RICHARDS, WATSON & GERSHON By: Peter M. Thorson, City Attorney "District" EASTERN MUNICIPAL WATER DISTRICT, 17 of 18 470129 RP-019 Rev.0118 P&5_Emwd_COT_06.20.18 a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911 Dated: By: John J. Ward, Director of Engineering Services 18 of 18 470129 RP-019 Rev.0118 P&5_Emwd_COT_06.20.18 emwd RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Eastern Municipal Water District P.O. Box 8300 Perris, CA 92572-8300 Attn: Real Property Division EXEMPT FROM RECORDING FEES (Government Code §§6103 & 27383) (Space above Line for Recorder's Use Only) APN(S): 940-310-050, 051; 922-054-021, 022, & 023 WO#: 470129 RA#: GRANT OF PUBLIC SERVICE EASEMENT WHEREAS, the CITY OF TEMECULA, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula (hereinafter referred to as "City") is the record owner of the that certain real property commonly known as 42360 6th Street and 28493 Pujol Street, located in the City of Temecula, County of Riverside, California, and identified as Riverside County Tax Assessor's Parcel Numbers 940-310-050, 051; 922-054-021, 022, & 023 (hereinafter referred to as "City Property"). WHEREAS, EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911, its successors and assigns (hereinafter referred to as "Grantee") desires to acquire a subsurface public service easement on the City Property in connection with its Pala Force 24-Inch Main project ("Project"). NOW THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and subject to the terms and conditions set forth below, the City does hereby grant to Grantee a non-exclusive subsurface public service easement ("Easement") for underground sewer improvements, related facilities and appurtenances ("Grantee's 1of4 RP-003 Rev. 10/17 Grant of Public Service Ease me nt_06.20.18_COT Underground Facilities") subject to the terms set forth below and under the City Property described and depicted in Exhibits "A" and "B" attached hereto and incorporated by reference herein ("Easement Area"), together with ingress and egress on, in, over and through the Easement Area to construct, reconstruct, replace, reconfigure, maintain, repair, relocate, remove, inspect, observe, and study the Grantee's Underground Facilities. Grantee shall use the Easement to construct Grantee's Underground Facilities in connection with the Project. 1. Impact to Improvements on Subject Easement and City Property. Grantee has informed the City that Grantee will construct the underground sewer and related improvements for the Project in the Easement Area by using a jack and bore method (underground tunneling) that will not impact the existing parking and improvements located on the Easement Area. By execution of the Certificate of Acceptance, Grantee agrees to the terms and conditions of this Grant of Public Service Easement. Grantee agrees and acknowledges that Grantee will pay the costs to replace with material of like kind and quality any improvements located in the Easement Area or on any portion of the City Property that are damaged as a result of EMWD's construction of the Project or use of the Easement and ingress and egress rights granted herein, including, but not limited to, asphalt, pavement, concrete swales, curb and gutter, parking lot striping, concrete sidewalk/flatwork and fencing. 2. Reservation of Rights by City. The City reserves for itself, and the City's successors, assigns, and any lessees of the City Property the right to make use of the surface of the Easement Area in a manner that does not materially interfere with Grantee's proposed uses, including, but not limited to the existing and any future parking lot improvements, parking drive aisle, pavement, parking of vehicles, and use of the subject Easement Area for ingress and egress and parking of vehicles, including heavy garbage trucks, construction vehicles, moving trucks, and similar heavy vehicles. No new structures, buildings, trees, or large shrubs are permitted to be constructed, planted or installed on the surface of the Easement Area. 3. Notices. All notices and demands will be given in writing by certified mail, postage prepaid, and return receipt requested, by personal delivery, or by Federal Express or other overnight carrier. Notices will be considered given upon the earlier of (i) personal delivery, (ii) two business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (iii) one business day following deposit with Federal Express or other overnight carrier. If notice is received on a Saturday, Sunday or legal holiday, it will be deemed received on the next business day. The parties will address such notices as provided below or as may be amended by written notice. City: City of Temecula 41000 Main Street Temecula, CA 92590 Attention: Public Works Director/City Engineer Grantee/EMWD: Eastern Municipal Water District P.O. Box 8300 2of4 RP-003 Rev. 10/17 Grant of Public Service Easement-06.20.18—COT Perris, CA 92572-8300 Attention: Lessee: Temecula Gardens, L.P., a California limited partnership c/o Affirmed Housing Group 13520 Evening Creek Drive North, Suite 160 San Diego, CA 92128 Attention: James Silverwood 4. Representations and Warranties. Each party represents and warrants that it has carefully read this Grant of Public Service Easement, and in signing this Grant of Public Service Easement, each party does so with full knowledge of the respective rights of the party. Each party has received independent legal advice from its respective legal counsel as to the matters set forth in this Grant of Public Service Easement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Grant of Public Service Easement. Each party has freely signed this Grant of Public Service Easement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or the party's respective agents, employees, or attorneys, except as specifically set forth in this Grant of Public Service Easement without duress or coercion, whether economic or otherwise. 5. Entire Agreement. This Grant of Public Service Easement constitutes the entire agreement between the City and Grantee relating to this Easement. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Grant of Public Service Easement are of no force and effect. 6. Amendments. Any amendment to this Grant of Public Service Easement shall be of no force and effect unless it is in writing and signed by the City and Grantee. 3 of 4 RP-003 Rev. 10/17 Grant of Public Service Ease ment_06.20.18_COT IN WITNESS WHEREOF, the City has executed this Grant of Public Service Easement Agreement on 12018. City of Temecula, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula By: Aaron Adams, City Manager ATTEST: Dated: Randi Johl, City Clerk Approved as to form: RICHARDS, WATSON & GERSHON By: Peter M. Thorson, City Attorney 4of4 RP-003 Rev. 10/17 Grant of Public Service Easement-06.20.18—COT Exhibit "A" Legal Description of 4,627 Square Foot Public Service Easement for Sewer and Access EXHIBIT"A" EASTERN MUNICIPAL WATER DISTRICT SEWER AND ACCESS EASEMENT W.O.:13645 APN: 940-310-051 GRANTOR: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, A PUBLIC BODY,CORPORATE AND POLITIC LEGAL DESCRIPTION IN THE CITY OF TEMECULA. COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING THAT PORTION OF PARCEL 'B'OF LOT LINE ADJUSTMENT NO. PA98-0299, AS DESCRIBED IN THE DOCUMENT RECORDED JULY 16,1998 AS INSTRUMENT NO.294560 OF OFFICIAL RECORDS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: THE NORTHEASTERLY 40.00 FEET OF SAID PARCEL"B' EXaPTING THEREFROM THE LAND DESCRIBED IN THAT CERTAIN,20.00 FOOT WIDE,EASTERN MUNICIPAL WATER DISTRICT EASEMENT RECORDED DECEMBER 4,1989,AS INSTRUMENT NO. 422228 OF OFFICIAL RECORDS,IN SAID OFFICE OFTHE COUNTY RECORDER; CONTAINING:4,627 SQUARE FEET,MORE OR LESS. SMISIT'B'ATTACHED HERETO AND BYTHIS REFERENCE MADE A PART HEREOF. THIS REAL PROPERTY DESCRIPTION HAS BEEN PREPARED BY ME,OR UNDER MY DIRECTION,IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS'ACT_ % Lift 3-3 7 RON V.BANUELOS,PLS 7940 DATE 1r* " O O MY LICENSE EXPIRES 12/31/17 t t L.S. Two *�F OF LAl��0, 11086.0111\2158443v2.doc 0 b vl 25 0 50 Igo 1w EXHIBIT "B" IJ SCALL: 1••S0• d� Q BASIS OF HEARINGS NOTE PROPERTY DESCRIPTION ItE eA5I5 OF BEmmus FOR IN M CITY Of TD[OLA, COLN"R THIS SURVEY IS THE CALIFORNIA RIVOOICE, STATE OF CALIMMIA, COMINATE SYSTEM, ZONE V1, KING A FORT IO/OF PARCEL "6'OF 4TI (01"2007.00) AS LOT LINE ADJU51109T M. PA9E-0299, INED LOCALLY BY A LINE AS DCSMISD IN TIE D006M M CONI IMMUS(POUT INV IECOPIDED,A.LY le,199E AS INSTRUID4 STATIONS(COS) NO 294550 OF OFFICIAL RECORDS. IN LL AND NOW KING THE OFFICE OF THE COUNTY RECOADEII L- 25-28.019 AS OF]FIVED FROM OF SAID COUNTY. F OOEAL T IC VALUES PLOLI DED BY •n CALIFOMIA SPATIAL ?? LOCA d` 0 /OR NATIONAL 9ECDET IC 1 ♦ l Y (NGS), RESPECII%CLY. DISTANCES WON HETEOU O ORO" 1 TRACT l0 700eI IOIRI OF 14IDUULA LOCATION MW 64 9 729/Ie-21 iI Y 9. 15/729 S 0 00 M 9'JILF m N x _PLUOL STREET I INETF M.UND E?2771220 TO R Q FEC 12/4/1900 1�► PAIRL - --- • LLA NO 17 A PAUL 75 1141 N) 207J96 0 R �• VAfttL OP N2 Itl251 l 1111 C5/.1/1I9z) ¢ L1A^I•^��� r Y n is/61 4S T4q A M 940.710-0.4 y i POT.NO. 394000 O.R. An+9.o-320-002 APED Um"TIE Amt 94"ID.-OBI ISION OF. • "' r ,9f/OCCIUIITV CENItR ON _ _ pj iv VITPREtu11E IW D1p KIM 1 EASEMENTACCISS F, 1LNT-mmm ✓� ,. TEIECULA.CA 9:6411 4,e27 SD. it NIU ION�DAIL 12/ST/'�0 i7 N t k I N T E N N A T 1 0 N A L rup4m"TOM�queaa: >:clla 11 AID 12. la,RM. >r EASTERN MUNICIPAL VATER DISTRICT I3e45 rR ti iPNtOI MFh b 11�RG R1 St•IR1 AtAi 1 RIYORIR tO . t 911111wl. 1/ N lA7/0 R IM 10 _ o R I DED SEVER Ir ACCESS E/L WIT FLAT IIIVER71 or: APPRQVALS Rp[vilwow At�A.l OF RIE CITY Or 1AA APPROVED OAIR0116 non Ir wr rm ..__ _._._ PA 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) RP-003 Rev. 10/17 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by that certain Grant of Public Service Easement dated from the CITY OF TEMECULA, a California municipal corporation, as successor by operation of law to the housing assets of the Redevelopment Agency of the City of Temecula to EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors pursuant to authority conferred by Resolution No. 80 of the Board of Directors adopted on January 14, 1953, and the Grantee consents to the recordation thereof by its duly authorized officer or agent. Dated: EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing under and by virtue of the Municipal Water District Law of 1911 By: Sheila Zelaya, Board Secretary RP-003 Rev. 10/17 EXHIBIT "C" SUBJECT PROPERTY-ACQUISITIONAREA a r ri �< PVC Force Mmn Cargeuctron � Melnod JarJvgl ` I Bor _7 4 r-• •� to y X ` _ f» PALA FORCE LWN PROJECT 1 NTERN AT I0N A L ALTERNATIVE I APARTMENT COMPLEX EASEMEN-/PARKING Restricted Appraisal Report Page 22 42320 6e'Street and 28493 Pujol Street,Temecula,CA emwd RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Eastern Municipal Water District P.O. Box 8300 Perris, CA 92572-8300 Attn: Real Property Division WITH A COPY TO. City of Temecula 41000 Main Street Temecula, California 92590 Attention: City Clerk's Office EXEMPT FROM RECORDING FEES (Government Code§§6103&27383) (Space Above Line for Recorder's Use Only) [X] Portions of APN 940-310-051 CONSENT OF LESSEE TO PUBLIC SERVICE EASEMENT FOR SEWER AND ACCESS IN FAVOR OF EASTERN MUNICIPAL WATER DISTRICT WHEREAS, the City of Temecula, a California municipal corporation ("City"), the successor by operation of law to the housing assets of the Temecula Redevelopment Agency, is the record fee owner of that certain real property located in the City of Temecula, County of Riverside, State of California, commonly known as 42320 6th Street and 28493 Pujol Street, in the City of Temecula, County of Riverside, California identified as Riverside County Tax Assessor's Parcel Numbers 940-310-050, 940-310-051, 922-054-021, 922-054-022, and 922- 054-023, ("City Property") depicted on Exhibit "A", which is attached hereto and incorporated herein by this reference. WHEREAS Temecula Gardens, LP, a California Limited Partnership ("Lessee"), is the lessee of the City Property pursuant to that certain Ground Lease between the City's predecessor in interest and Lessee dated July 1, 1998; and -1- 11086-0111\2152809v2.doc WHEREAS, the City has informed Lessee that Eastern Municipal Water District ("EMWD") desires to acquire, and the City desires to grant to EMWD, that certain approximate 4,627 square foot subsurface public service easement for sewer and access on the portions of the City Property identified as Riverside County Tax Assessor's Parcel Number 940-310-051 described in the Grant of Public Service Easement attached as Exhibit "B" hereto ("Public Service Easement"). EMWD will use the 4,627 square foot Public Service Easement for the construction of underground sewer improvements in connection with EMWD's Pala Force 24- Inch Main Phase I Project. Further, pursuant to the Public Service Easement, EMWD also has the right to non-exclusive ingress and egress on, in, over and through the approximate 4,627 square foot Public Service Easement to construct, reconstruct, replace, reconfigure, maintain, repair, relocate, remove, inspect, observe, and study the EMWD underground facilities constructed by EMWD in the area of the Public Service Easement; and WHEREAS, EMWD has informed the City that EMWD will construct the underground sewer and related improvements for the Project in the Public Service Easement by using a jack and bore method (underground tunneling) that will not impact the existing parking and improvements located on the Public Service Easement. EMWD's execution of the Certificate of Acceptance constitutes EMWD's agreement to the terms and conditions of the Grant of Public Service Easement. Pursuant to said Grant of Public Service Easement, EMWD agrees and acknowledges that EMWD will pay the costs to replace with material of like kind and quality any improvements located in the area of the Public Service Easement or on any portion of the City Property that are damaged as a result of EMWD's construction of the Project or use of the Easement and ingress and egress rights granted herein, including, but not limited to, asphalt, pavement, concrete swales, curb and gutter, parking lot striping, concrete sidewalk/flatwork and fencing; and WHEREAS, the Public Service Easement contains a reservation for the City, and the City's successors, assigns, and any lessees of the City Property the right to make use of the surface area of the 4,627 square foot Public Service Easement in a manner that does not materially interfere with EMWD's proposed uses, including, but not limited to the existing and future parking lot improvements, parking aisle, pavement, parking of vehicles, and use of the Public Service Easement area for ingress and egress and parking of vehicles, including heavy garbage trucks, construction vehicles, moving trucks, and similar heavy vehicles. No new structures or buildings, trees, or large shrubs are permitted to be constructed, planted or installed on the surface area of the Public Service Easement. NOW, THEREFORE, Lessee has reviewed the Public Service Easement and hereby consents to the City's grant to EMWD of the Public Service Easement described on Exhibit "B" hereto. Consent of Lessee 11086-011 1\2152809v2.doc IN WITNESS WHEREOF, Lessee has executed this document as of the date set forth below. LESSEE TEMECULA GARDENS, L.P., a California limited partnership Date: By: Affirmed Housing Group, a CA corporation Its: General Partner Name: James Silverwood Title: President Consent of Lessee -3- 11086-0111\2152809v2.doc Exhibit"A" Depiction of City Property YEC 11 12 Tp R 11M ■Mules/ 922-05 .._... on a raittw sw MIS 11�T ,aa Y PUXL 17 I L ---- LPUXX TRA 940- 31 iJ 9,57 922-ll,SLS/-0p I i a sl. y, 1 S ,a..• Ia t f ® •ate~'�4ty. � OR ..Ip 11086-0111 Q2152809v2.doc Exhibit "B" Copy of Grant of Public Service Easement for Sewer and Access in Favor of EMWD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 ) )ss. County of Riverside County ) 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,and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies)upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. S ignature: Signature of Notary Public Place Notary Seal Above OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) claimed by Signer(s) Signer's Name: Signer's Name: a Corporate Officer—Title(s): a Corporate Officer—Title(s): n Partner— a Limited o General n Partner— a Limited a General a Individual a Attorney in Fact a Individual a Attorney in Fact a Trustee n Guardian or Conservator o Trustee n Guardian or Conservator a Other: a Other: Signer Is Representing: Signer Is Representing: Item No . 6 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: August 14, 2018 SUBJECT: Approve an Agreement for Consultant Services with MDG Associates, Inc. for the Provision of Community Development Block Grant (CDBG) Administration Services PREPARED BY: Lynn Kelly-Lehner, Principal Management Analyst RECOMMENDATION: That the City Council approve an Agreement for Consultant Services with MDG Associates, Inc. in the amount of $80,600, for the Provision of Community Development Block Grant (CDBG)Administration Services. BACKGROUND: As experts in the field, MDG Associates, Inc. provide technical assistance for the administration and implementation of the CDBG program and work with City staff to determine project eligibility, monitor projects, and ensure compliance with all Federal, State, and local reporting requirements. MDG also completes the day to day requirements of the program including: • Preparing reports, such as the Annual Action Plan and Comprehensive Annual Performance Evaluation Report • Processing invoices and agreements • Preparation of environmental review forms for CDBG projects • Monitor CDBG related Capital Improvement Projects • Prepare and maintain files and contracts for CDBG funded activities • Work with staff to prepare funding plans for CDBG resources This agreement will enable MDG Associates to complete CDBG administration services for the fiscal year 2018-19. FISCAL IMPACT: There are sufficient funds to cover the costs of the agreement in CDBG budget. ATTACHMENTS: Agreement with MDG Associates, Inc. AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND MDG ASSOCIATES, INC. COMMUNITY DEVELOPMENT BLOCK GRANT(CDBG) ADMINISTRATION SERVICES FOR FY 2018-19 THIS AGREEMENT is made and effective as of July 1, 2018 between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and MDG Associates, Inc., a Corporation (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on July 1, 2018, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2019, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed Eighty Thousand Six Hundred Dollars and No Cents($80,600.00)for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. C. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty(30) days of receipt 06/29/2018 of each invoice as to all non-disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10)days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities 2 06/29/2018 related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as.- 1) s:1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. 3 06/29/2018 b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 4 06/29/2018 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project 5 06/29/2018 or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or(iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: MDG Associates, Inc. Attn: Rudy Munoz 10722 Arrow Route Suite 822 Rancho Cucamonga, CA 91730 14. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern 6 06/29/2018 the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub-contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub-contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non-substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non-monetary changes in scope of work; (d) agreement termination. 7 06/29/2018 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA MDG ASSOCIATES, INC. (Two Signatures of corporate officers required unless corporate documents authortze only one person to sign the agreement on behalf of the corporation) By: B _ Matt Rahn, Mayor Rudy President ATTEST: By: By: Randi Johl, City Clerk Guadalupe Mufioz,Chief Financial Officer APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONSULTANT MDG Associates, Inc. Attn: Rudy Munoz 10722 Arrow Route Suite 822 Rancho Cucamonga, CA 91730 rmunoz@mdg-Idm.com PM Initials: Date: L _, _, 8 06/29/2018 EXHIBIT A Tasks to be Performed Ali tasks to be performed are per the proposal provided by the Consultant attached hereto and incorporated herein as though set forth in full. s 06/29/2018 EXHIBIT B Payment Rates and Schedule Cost for services shall be as per Consultant's attached proposal but in no event shall the total cost of services exceed$80,600.00 for the total term of the Agreement unless additional payment is approved as provided in the Payment section of this Agreement. 10 06/29/2018 44W MDG ASSOC IATE S•INC. CITY OF TEMECULA PROPOSAL COMMUNITY DEVELOPMENT BLOCK GRANT ADMINISTRATION SERVICES CORPORATE HEADQUARTERS 10722 ARROW ROUTE, SUITE 822 RANCHO CUCAMONGA, CA 91730 TELEPHONE: 909/ 476-9696 FAX NO.: 909/ 476-6086 June 5, 2018 MDG City of Temecula Mr. Luke Watson, Director Community Development Department 41000 Main Street Temecula, CA 92590 Subject. Proposal for the Community Development Block Grant(CDBG)Administration Services MDG Associates,Inc.(MDG)is pleased to submit a proposal to provide CDBG Program Administration and Technical Assistance Services.MDG,along with its affiliate LDM Associates,Inc.(LDM),have been providing high-quality community development consulting services to municipal agencies and private clients for over 27 years. MDG specializes in the provision of grant management services with an emphasis on U.S. Department of Housing and Urban Development(HUD) Community Planning and Development(CPD)funded programs. In addition to grants management services,MDG also provides administration and implementation services of housing and commercial rehabilitation programs,labor compliance monitoring, urban planning/architectural design and project management services. Our consulting team is comprised of highly qualified professional staff with expertise in all aspects of CDBG Program administration and implementation. The team's emphasis and capabilities are in the management(administrative and financial)of grants funded through HUD's Community Planning and Development(CPD)Programs. These programs include Community Development Block Grant(CDBG), HOME Investment Partnerships(HOME)and Emergency Solutions Grant(ESG)in addition to one-time entitlement grants such as the Neighborhood Stabilization Programs, Homelessness Prevention and Rapid Rehousing Program (HPRP), and Community Development Block Grant - Disaster Recovery (CDBG-DR). Our consulting team is comprised of highly qualified professional staff with expertise in all aspects of CDBG Program administration and implementation. If you have any questions regarding this matter,please do not hesitate to call me at your convenience. Respectfully Submitted, f _ Rudy E. Mu President Enclosure: Proposal CITY OF TEMECULA PROPOSAL COMMUNITY DEVELOPMENT BLOCK GRANT ADMINISTRATION TABLE OF CONTENTS Section I. Description of Firm, Qualifications and Experience ........................................................................................ 1 Section 11. Firm's Methodology .............................................................................................................................................. 4 Section 111. ProjectStaff Qualifications .................................................................................................................................... 5 Section IV. Approachand Scope of Work ............................................................................................................................. 7 Section V. References ................................................................................................................................................................ 9 Section VI. FeeProposal ......................................................................................................................................................... 11 Resumes of Key Personnel SECTION I. DESCRIPTION OF FIRM, QUALIFICATIONS AND EXPERIENCE MDG Associates, Inc. (MDG) was established in 1991 and has undergone steady growth since its inception. MDG is a corporation registered in the State of California. MDG is a registered Minority Business Enterprise (MBE) and a Small Disadvantaged Business(SDB/DBE). In response to our clients' needs, MDG and its affiliate LDM Associates, Inc. (LDM) provide a wide variety of Community Development consulting services including,but not limited to grants management;project management; urban planning/architectural design; Urban Planning; and labor compliance monitoring. MDG Associates, Inc.is comprised of individuals with a wide variety of expertise including the services specifically requested by the City. Currently, MDC has 28 staff members. Thirteen (13) of the staff members are knowledgeable and experienced in the administration of HUD CPD programs, such as CDBG, in addition to programs funded explicitly under these Programs. MDG provides administrative and management services to cities that are seeking a consultant that can act as an extension of their staff and look after the best interest of the City. Grants Management: MDG currently provides administration and implementation services for the Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), Emergency Solutions Grant (ESG), Community Development Block Grant-Disaster Recovery(CDBG-DR),and Neighborhood Stabilization Programs (NSP). MDG has managed other grants such as State grants (Parks and Recreation, CalHOME, State HOME, Prop. 40, etc.), CDBG - Recovery grant, Homeless Prevention and Rapid Rehousing(HPRP) grants. In addition, MDG implements activities funded under the aforementioned programs such as Residential Rehabilitation, Commercial Rehabilitation, and First-Time Homebuyer, Economic Development, and Labor Compliance Monitoring and Enforcement Services. MDG staff maintains an excellent relationship with the local HUD offices as well as at the headquarters level(Washington D.C.). MDG staff currently provides technical assistance(TA)to grantees throughout the country on behalf of HUD Headquarters through the OneCPD and Community Compass Programs. The technical assistance is provided to states, counties, cities and other HUD-funded grantees in conjunction with the CDBG, HOME,and NSP programs as well as the IDIS and DRGR HUD reporting systems. Our staff has been tasked by HUD Headquarters to provide national training on their behalf to grantees and HUD Staff. The training has been in the areas of"Basically CDBG," Assessment of Fair Housing (AFH),Disaster Recovery Grant Reporting(DRGR),eCon Planning Suite,CPD Maps,and the Integrated Disbursement Information System (IDIS). Our staff is also tasked with providing assistance to grantees through the HUD Resource Exchange Ask a Question (AAQ) program in the areas of CDBG, HOME, and DRGR. MDG and its affiliate LDM are currently under direct contract with 18 cities and two (2) counties throughout the western United States with funds from HUD totaling approximately 28.5 million dollars. 1IPage The services are primarily for the day-to-day implementation of their CPD Programs. For others, MDG provides services on specific tasks such as IDIS input,project monitoring,federal labor standards(Davis- Bacon)compliance,monitoring CDBG/HOME and ESG grants,preparation of Consolidated Plan/Action Plan,and the preparation of Consolidated Annual Performance and Evaluation Report(CAPER). As HUD CPD program management consultants,MDG assists with the day-to-day administration of the programs, including the preparation of Five-Year Consolidated Plans, One-Year Action Plans, and CAPERS. We conduct the monitoring of public service activities and capital improvement projects for compliance with the CDBG, OMB (2 CFR Part 200), Davis-Bacon Act requirements, and other cross- cutting requirements. The day-to-day services include,but are not limited to setting up budgets based on the adopted Annual Action Plans; assist in preparing agreements and purchase orders; reviewing invoices and supporting documentation for compliance with applicable requirements (e.g., procurement,contracts,and Davis- Bacon compliance, etc.). We assist in setting up draws in the IDIS system upon reconciliation of grantees general ledger;completing conducting programmatic and financial monitoring of subrecipients and City Departments to assure activities are compliant with the agreement/MOU and all applicable requirements. We assist in inputting quarterly accomplishments in IDIS; conducting annual reconciliations of City's accounts as compared to the data in IDIS; tracking accounts/budgets for any carryovers or unexpended funds upon activity close-out;monitor and maintain program income and or loan portfolio. We also assist the City during the single-audit process,providing requested information to the auditor. Housing Rehabilitation: MDG along with its affiliate LDM are currently under contract with 15 cities for the day-to-day management and implementation of their housing rehabilitation programs and inspection services for their programs. Last year, the firm processed and completed the rehabilitation of approximately 225 residential dwellings for the 15 different cities. The programs included the use of CDBG funds, HOME funds, State HOME funds and CalHome funds. Commercial Rehabilitation Program Administration and Implementation Experience: During the past 15 years, our firm has been assisting cities in the day-to-day administration and implementation of their Commercial Rehabilitation Programs. During the past five (5)years,we have assisted eight(8) Cities with the rehabilitation of approximately 55 commercial buildings. In addition, we are in the process of setting up two (2) new programs for the Cities of Buena Park and Hesperia. The level of service requested by each City differs, however in most cases we provide the overall administration and implementation services. These include inspection, design services, project management and Davis-Bacon Compliance monitoring. Labor Compliance (Davis-Bacon Act): We are currently under contract to provide Labor Compliance services to 14 cities in Southern California.Our typical scope of work includes preparation and review of bid documents for compliance with Federal labor standards and requirements including Davis-Bacon and Related Acts, Section 3,and DOL regulations;attend pre-construction meeting and present information on Davis-Bacon and Section 2 1 P a g e 3 requirements;review submitted bid documents for compliance;establish and maintain contractor and subcontractor labor files; conduct employee field interviews and document posting compliance; reconcile weekly certified payroll reports and supporting documentation;monitor contractors for Section 3 accomplishments; schedule labor compliance file reviews prior to release of retention funds; and address and resolve any underpayment or deficiency issues. Section 3: Our staff is experienced in the implementation of the Section 3 employment, contracting and training requirements. Currently, we monitor labor compliance activities on 15 projects with a combined construction value of over$12.5 million. Of these projects,ten(10)are Section 3-covered projects with contracts in excess of$100,000. 3 1 P a g e SECTION II. FIRM'S METHODOLOGY METHODOLOGY MDG implements a team approach for the administration of the HUD entitlement grant programs.This approach allows us to control costs to the City by having lower level staff complete tasks that do not require a senior level staff member to complete.This team approach also allows us to assign individuals with expertise in certain areas to complete those tasks. The work program for each City varies depending on the City's needs. MDG performs a majority of the tasks on-site whenever possible with tasks not requiring our presence at the City being performed from our office. MDG has established systems for the administration of CDBG Programs. The key to the systems is establishing a detailed calendar used in the implementation of the programs. The schedule includes a start date,due date,item description,reference to the established Policy and Procedure Manual section and the assigned consultant. As a result of the successful systems that we have developed for the administration of CPD Programs,we have been selected by HUD headquarters as part of a workgroup through the OneCPD Technical Assistance Program to establish systems that will assist grantees in their administration of CPD Programs. Our philosophy is that it is our responsibility to provide training and technical assistance to subrecipients receiving CDBG and HOME funds from the City to achieve their goal to implement successful programs that benefit the low-and moderate-income residents of the City. 41 Page SECTION 111. PROJECT STAFF QUALIFICATIONS MANAGEMENT AND STAFFING The members of our consulting group proposed to provide CDBG Administration services include Mr. Rudy Munoz,President who will be overseeing the contract and will be available on an as needed basis to address any contract or staffing related issues.Mr.Munoz will be assisted by N.Dean Huseby,Senior Associate, a previous HUD CPD Representative from the Los Angeles Field Office who has over 30 years of experience at the municipal as well as the federal level. And finally,Mr.Frank Perez,Associate, will be assisting in most of the day-to-day implementation of the program. Rudy Munoz,President-Rudy Munoz has been providing community development consulting services to municipal agencies since 1986. With more than 31 years of experience in the community development field, including grants management of federal, county, and local grants including those offered by the U.S. Department of Housing and Urban Development,Mr.Munoz assists municipalities with all aspects of Community Development Block Grant (CDBG), HOME Investment Partnership (HOME), Neighborhood Stabilization Program (NSP) and Emergency Solutions Grant (ESG) management. Mr. Munoz focuses on strategic planning and technical assistance and training along with the development of implementation tools to facilitate the management of programs,developing tools and conducting training for HUD grantees and in the development of policies and procedures for programs (HOME,CDBG,NSP)and activities funded under these programs(Housing Rehabilitation,Commercial Rehabilitation and Homebuyer Programs). His work in grants planning includes over 50 Consolidated Plans, and over 250 Action Plans. Mr.Munoz is a Certified HOME Specialist and is a national technical assistance provider through HUD's OneCPD initiative. Through this initiative, Mr. Munoz provides Technical Assistance and training to grantees throughout the country in CDBG, HOME, NSP and cross cutting elements of the CPD programs. Mr. Munoz was selected as part of a special assignment through a Task Force to provide training and technical assistance to the Commonwealth of Puerto Rico in Spanish. Prior to joining MDG, Mr. Munoz worked for a number of municipalities in Southern California in the Community Development field overseeing Planning,Code Enforcement,Grants Management,and the Building Department N. Dean Huseby, Senior Associate - Mr. Dean Huseby recently joined MDC Associates, Inc., and currently serves as a Senior Associate. With more than 30 years of experience in the planning and implementation of federal grants,both as a grantee and as a HUD CPD Representative.These include all of the programs offered by the U.S. Department of Housing and Urban Development - Office of Community Planning and Development, Mr. Huseby will be assisting municipalities with all aspects of Community Development Block Grant(CDBG),HOME Investment Partnership(HOME)and Emergency Solutions Grant(ESG) management. Mr. Huseby's emphasis is on the day-to-day implementation of HUD CPD Programs and the development of systems to facilitate in the implementation of these programs. His prior work as a HUD 5 1 P a g e CPD Representative provides additional insight into the areas of focus for the HUD field office. These areas include the development of Consolidated Plans,Analysis of Impediments to Fair Housing Choice and numerous program policy and procedure documents to facilitate the implementation of the housing and community development projects resulting from these plans. His responsibilities include the management and implementation of CPD programs for cities in Southern California. Mr. Huseby is a Certified HOME Specialist(Regulations)and is a national technical assistance provider through HUD's OneCPD technical assistance initiative. Prior to joining MDG, Mr. Huseby was a HUD CPD Representative with the Los Angeles Field Office where he managed one of the heaviest workloads in the Los Angeles field office. Oversaw one urban county and eight metropolitan cities,including the City of San Diego in the areas of CDBG,HOME,ESG and HOPWA totaling approximately$30 million in grant funds. In addition,responsibilities included the oversight of 20 Continuum of Care(CoQ grants totaling approximately$10 million and assisted in the oversight of the early phases of the NSP Program. Frank Perez,Associate-Mr.Frank Perez joined MDG Associates,Inc.in 2011 and currently serves as an associate on the Housing and Community Development team. With more than six (6) years of experience in the planning and implementation of federal grants including those offered by the U.S. Department of Housing and Urban Development- Office of Community Planning and Development (CPD),Mr.Perez assists municipalities with all aspects of Community Development Block Grant(CDBG) administration and implementation. Mr.Perez focuses on the day-to-day aspects of CPD program administration and compliance,including Consolidated Plan and Action Plan development and implementation, Integrated Disbursement and Information System (IDIS) functionality and management, labor standards enforcement, subrecipient management, monitoring, and capacity building, compliance with federal reporting requirements including the Consolidated Annual Performance and Evaluation Report(CAPER),and all other aspects of program administration, implementation and compliance. The resumes of the staff members are included in the Resume of Key Personnel section of this document. 6 1 P a g e SECTION IV. APPROACH AND SCOPE OF WORK APPROACH MDG proposes to provide service on-site and at its home office as required by the City. We anticipate becoming an extension of City staff and would provide flexible scheduling which meets the needs of the City. In addition,we would make ourselves available to attend City Council meetings as requested by staff. We will make ourselves available during non-scheduled hours should the need arise by providing staff with our cell phone numbers. MDG proposes to provide service on-site and at its home office as required by the City. Based on prior experience, we propose to be in attendance at City Hall typically one day per week or as needed to properly administer the program. The balance of the services provided will be performed at our corporate office in the City of Rancho Cucamonga. We anticipate becoming an extension of City staff and would provide flexible scheduling which meets the needs of the Community Development Department. We will make ourselves available to attend meetings as requested by staff. Additionally, we will provide accessibility during non-scheduled hours should the need arise,by providing staff with our cell phone numbers. SCOPE OF WORK In the administration and implementation of the U.S.Department of Housing and Urban Development (HUD) CDBG entitlement grant program, MDG proposes to provide staffing and other resources as required to perform the scope of work requested by the City. 1. CDBG Prop-ram Implementation and Administration Provide staffing and other resources as required to perform the following for all approved City CDBG projects: a. Provide technical assistance for the administration and implementation of the City's CDBG funded Programs. Work with City staff to determine project eligibility along with monitoring of programs to assure compliance with all Federal, State, and Local reporting requirements. b. Prepare reports,as required by HUD,including,but not limited to,a One-Year Action Plan and Annual Funding application,annual performance report(CAPER), Quarterly Cash Transaction Reports, etc. c. Setup and maintenance of IDIS records, including preparation of requested reports. Prepare draw down requests for reimbursement of expended funds on a quarterly basis or as directed. d. Coordinate with HUD field office staff and other City representatives on CDBG related issues as needed and provide assistance for all program monitoring and audit preparation. e. Work with City staff to prepare funding plans for CDBG funded activities. f. Prepare and maintain files and contracts for CDBG funded activities. g. Coordinate with City staff in the identification, management, and completion of all CDBG funded projects, including preparation and review of federal funding requirements as part of construction bid packages, requests for proposals, monitoring reports, public notices, etc. h. Review and process all CDBG funded Capital Improvement project invoices. 7 1 P a g e i. Monitor all Capital Improvement projects during construction for Davis-Bacon labor compliance and Section 3 compliance. j. Review completed projects for all necessary compliance issues. k. Preparation of necessary Environmental Review forms and documents for CDBG projects. I. Provide regularly scheduled office hours at City Hall,on days and hours as determined by City staff. Additionally, remain available on-site, as needed, during HUD monitoring visits and external City audits. m. Any such other activities as required to properly administer the program. n. Attend City Council meetings as required. 2. Administration of Sub-Recipient Contracts a. Prepare of NOFA on an annual basis for social services funding. Work with City staff to prepare a funding plan for the recommended social service providers. b. Prepare files and contracts for each of the funded social service and fair housing administration providers. c. Process all sub-recipients invoices. d. Monitor all sub-recipients on an annual basis or sooner as necessary. 8 �' SECTION V. REFERENCES HUD Entitlement Cities: City of Corona - Ms. Cynthia Lara, Administrative Services Manager III Services Provided:CDBG Program Administration and HOME Technical Assistance including all aspects of the CDBG Program as well as assistance with affordable housing projects and Davis-Bacon Compliance Monitoring.Consolidated Plan/Action Plan/CAPER preparation.Analysis of Impediments to Fair Housing (Al) preparation Date of Contract: 2010 to Present Phone Number: (951) 739-4963; email address: Cynthia.Lara@ci.corona.ca.us City of Fontana - Mr. David Edgar, Deputy City Manager Services Provided:CDBG/HOME/CDBG-R/NSP Program TA;Analysis of Impediments to Fair Housing(Al); Consolidated Plan/Action Plan/CAPER preparation; Davis-Bacon/Section 3 Compliance; Policies and Procedures for FTHB and Hosing Rehabilitation Programs. Date of Contract: 2009 to Present Contact Person: Phone Number: (909) 350-6739;email address: dedgar@fontana.org City of Hawthorne - Ms. Mari Guerrero, CDBG/HOME Coordinator Services Provided:CDBG/HOME Program Administration and Technical Assistance;CDBG and HOME funded Housing Rehabilitation Program Implementation;RDA funded Commercial Rehabilitation Program Implementation; Analysis of Impediments to Fair Housing (Al); Consolidated Plan/Action Plan/CAPER preparation. Date of Contract: 2002 to 2010 and 2014 to Present Phone Number: (310) 349-2976; email address: meuerrero@cityofhawthorne.oriz City of Hesperia - Rod Yahnke, Economic Development Manager Services Provided: CDBG Program Administration and Technical Assistance; CDBG funded Housing Rehabilitation Program Implementation;Davis-Bacon and Section 3 Compliance;Consolidated Plan/Action Plan/CAPER preparation.Analysis of Impediments to Fair Housing(AI)preparation.NSP Program Technical Assistance. Date of Contract: 2003 to 2008 and 2013 to Present Phone Number: (760) 970-1907;email address: ryahnke@cityofhesperia.us City of Irvine- Mr. Steve Holtz, Housinp,Administrator Services Provided: CDBG/HOME/CDBG-R/HPRP Program Administration and Technical Assistance; Redevelopment Consultation;CDBG and HOME funded Housing Rehabilitation Program Implementation; Analysis of Impediments to Fair Housing(Al);Consolidated Plan/Action Plan/CAPER preparation; Davis- Bacon and Section 3 Compliance. Date of Contract: 2001 to Present Phone Number: (949) 724-7452;email address:sholtz@ci.irvine.ca.us 9 1 P a g e City of Newport Beach- lames Campbell, Principal Planner Services Provided:CDBG Program Technical Assistance;Davis-Bacon and Section 3 Compliance;Analysis of Impediments;Consolidated Plan/Action Plan/CAPER preparation;affordable housing monitoring. Date of Contract: 2000 to Present Phone Number: (949) 644-3210; email address:t_campbell@newportbeachca.gov City of Palmdale- Mr. Mike Miller, Housin M�anag_er Services Provided: CDBG/HOME/CDBG-R/NSP Program Administration and Technical Assistance; Redevelopment Consultation; Analysis of Impediments to Fair Housing (Al); Consolidated Plan/Action Plan/CAPER preparation; 5 Year Implementation Plan (Redevelopment); Davis-Bacon and Section 3 Compliance;affordable housing monitoring, Housing Rehabilitation Program administration Date of Contract: 2000 to Present Phone Number: (661) 267-5126; email address:.MikeM@citvofi)almdale.org City of Paramount- Karina Lam, Finance Director Services Provided:CDBG/CDBG-R/NSP/HOME Program Administration; Redevelopment Consultation; CDBG and HOME funded Housing Rehabilitation and Commercial Rehabilitation Program Implementation; Homebuyer Assistance Program; Analysis of Impediments to Fair Housing (AI); Consolidated Plan/Action Plan/CAPER preparation;5 Year Implementation Plan(Redevelopment);Davis- Bacon Compliance;and affordable housing monitoring. Dates of Contract: 2003 to Present Phone Number: (562) 220-2210; email address:.Kiam@ParamountCitv.com City of Rialto - Mike Story, City Administrator 150 S. Palm Avenue, Rialto, CA 92376 Services Provided:CDBG Program Administration;CDBG-R Program Administration; NSP1 and NSP3 Program Administration; Homelessness Prevention and Rapid Rehousing (HPRP) Program Administration;Commercial Rehabilitation Program Implementation;Project/Construction Management; Davis-Bacon; Consolidated Plan/Action Plan/Analysis of Impediments/CAPER preparation. Date of Contract: 2000 to Present Phone Number(909) 820-2689; e-mail address: Administration@rialtoca.eov City of Upland - leff Zwack, Director of Development Services Services Provided: CDBG Program Technical Assistance; CalHome and RDA funded Housing Rehabilitation Program Implementation (4 separate programs); RDA funded Commercial Rehabilitation Program Implementation; CalHome and RDA funded Homebuyer Assistance Program; Project/Construction Management; Davis-Bacon and Section 3 Compliance; Analysis of Impediments; Planning Services; Analysis of Impediments to Fair Housing(Al);Consolidated Plan/Action Plan/CAPER preparation;affordable housing monitoring. Date of Contract: 2004 to Present Phone Number: (909) 931-4148; email address:izwack@ci.upland.ca.us 101Page SECTION VI. FEE PROPOSAL We propose to perform the services related to the general administration of the CDBG program, administration of sub-recipient contracts and Davis-Bacon compliance on an hourly basis in accordance with the rate schedule below. Based on our experience, we anticipate having one Senior Associate (Dean Huseby)provide 12 hours of service weekly with an Associate(Frank Perez)provide an additional 10 hours of service weekly. We proposed to have Mr. Perez in attendance on-site one day per week to complete all of the file management, reporting and invoice processing functions. Mr. Huseby would be in attendance as necessary to go over all the higher level administrative needs and as requested by City Staff. Additional subject matter expert staff members would be available to the City as requested. This would include Labor Compliance, Section 3, IDIS, and environmental experts that would assist as necessary. SCHEDULE OF HOURLY BILLING RATES Kates effective as of January 1, 2018 STAFF PERSON: HOURLY RATE: President/Senior Vice President $1 15.00/Hr. Vice-President $105.00/Hr. Manager $100.00/Hr. Senior Associate $ 90.00/Hr. Associate $ 80.00/Hr. Senior Project Assistant $ 70.00/Hr. Project Assistant $ 65.00/Hr. Secretary $ 45.00/Hr. REIMBURSABLE ITEMS: Project Supplies At Cost plus 10%surcharge Prints/Reproductions At Cost plus 10%surcharge The hourly rates and not to exceed price are inclusive of travel expenses and reproductions of typical program documents. Specialty prints, reproductions or supplies will be billed at cost plus 10%. CONFLICT OF INTEREST MDG Associates, Inc. is not aware of any possible conflict of interest that might limit the projects on which our firm could work. 111 Page Resumes of Key Personnel MDG Rudy E. Munoz President PROFESSIONAL EXPERIENCE: MDG Associates, Inc. - Rancho Cucamonga, CA President: 1991 -Present Founder of MDG Associates, Inc., a community development consulting firm that provides services to municipal agencies. Focus on assisting municipal agencies with all aspects of the administration and implementation of HUD funded CPD Programs. These include, but are not limited to the Community Development Block Grant (CDBG), HOME Investment Partnership Act (HOME), Neighborhood Stabilization Program (NSP) and Community Developmet Block Grant - Disaster Recovery (CDBG-DR) programs. Works hand-in-hand with municipalities on the development of implementation strategies and tools that facilitate the management of their CPD programs; provides training for the HUD CPD Programs; if requested provides day-to-day implementation functions of the programs. This includes the development of Consolidated Plans and Action Plans for various programs through programmatic and financial closeout of projects and grants. Assists grantees in developing HUD mandated Policies and Procedures for the management and oversight of various CPD Programs as well as implementation of individual activities such as Housing Rehabilitation, Commercial Rehabilitation, and Homebuyer Programs. Works as a subcontractor to several national Technical Assistance (TA) providers through HUD's Community Compass initiatives. Through the initiative, provides TA and staff capacity buildding to municipalities throughout the U.S. in the CDBG, HOME, NSP (1, 2, and 3) and CDBG-DR. Provides in class training and TA in two of HUDs reporting systems; the Integrated Disbursement and Information Systems (IDIS), and the Disaster Recovery Grant Reporting System (DRGR). Assists HUD Headquarters as a beta tester for the updates to the Disaster Recovery Grant Reporting system. Provides training and TA in federal cross-cutting elements inlcuding Financial Management Systems (Uniform Administrative Systems), Davis-Bacon and Related Acts (DBRA), and Assessment of Fair Housing (AFH). Has provided many of the aforementioned training in Spanish for the Commonwealth of Puerto Rico and its municipalities. City of Huntington Park - Huntington Park, CA Ass. Director of Comm. Development/Redevelopment: 1987- 1991 Assisted the Director of Community Development in the administration of the department. Directly responsible for the day-to-day administration and management of municipal staff on the CDBG and HOME programs, current and advanced planning functions and code enforcement activities. Acted as Secretary to the City's Planning Commission. City of Bell- Bell, CA City Planner: 1986- 1987 Under the direction of the Community Development Director, administered the City's current and advanced planning activities, assisted in the development of a new General Plan. Responsible for reviewing and processing Subdivision Review, Zoning Review, Environmental Review, and Design Review functions. Responsible for the administration of the CDBG Program funded through the Los Angeles County Urban County Program. 0 MDG ASSOCIATES,INC. ■ Rudy E. Munoz Pg. 2 City of Montclair- Montclair, CA Associate Planner(started as Assist. Planner): 1985 - 1986 Assisted in the day-to-day planning functions including, but not limited to, California Environmental Quality Act (CEQA) review, Design Review, Subdivisions, Annexations, and Development proposals. Responsible for reviewing and processing Zone Changes, Variances, Conditional Use Permits, and other entitlements. Booth-Good Architects:Walnut, CA Project Assistant 1982-1985 Under the direction of the Project Architect, assisted in the design development, and preparation of design development and construction drawings for a variety of building types including single-family residential, multi-family residential and commercial developments. EDUCATION: Bachelor of Architecture(5-Year Degree) California State Polytechnic University, Pomona AFFILIATIONS/ REGISTRATIONS: ICBO-International Conference of Building Officials NAHRO-National Association of Housing and Redevelopment Officials AIA-Prior Associate member of the American Institute of Architects Licensed California General Contractor- California License No.681042 ICBO - Earthquake Retrofit of Wood Frame Homes Certification Certified HOME Program Regulations, HUD (Technical Assistance Provider) 0 MDG ASSOCIATES,INC. 0 N. Dean Huseby Senior Associate PROFESSIONAL EXPERIENCE: MDG Associates, Inc. Rancho Cucamonga, CA Senior Associate: 2015 - Present Serves as the lead consultant with assigned clients and is responsible to coordinate the work of assigned consultants to ensure work flow efficiency and quality. Provides technical assistance to clients including cities, counties, and housing developers to enhance client capacity to administer federal and state grant programs. Areas of specialization include compliance monitoring (grant programs, subrecipients), audit preparation, CDBG, HOME and Continuum of Care (CoQ technical assistance, policy and procedure development and the implementation of special HUD programs. Responsible for the preparation of Five-Year Consolidated Plans, Analysis of Impediments to Fair Housing Choice (AI), Annual Action Plans and Consolidated Annual Performance and Evaluation Reports in connection with U.S. Department of Housing and Urban Development (HUD) programs including but not limited to the Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), Neighborhood Stabilization Program (NSP) and Emergency Solutions Grant (ESC). As a HOME Program Certified Specialist, provides technical assistance to HUD grantees through the HUD OneCPD and Community Compass Technical Assistance program on all phases of program planning, grants management, program design, implementation, monitoring and reporting. U.S. Department of Housing and Urban Development (HUD) — Los Angeles, CA Community Planning and Development Representative: 2002-2015 Managed one of the heaviest workloads in the Los Angeles field office. Oversaw one urban county and eight metropolitan cities, including the City of San Diego in the areas of CDBG, HOME, ESG and HOPWA totaling approximately $30 million in grant funds. In addition, responsibilities included the oversight of 20 Continuum of Care (CoQ grants totaling approximately$10 million and assisted in the oversight of the early phases of the NSP Program. Volunteered to oversee troublesome HUD grantees with all of the grantees now being among the top performers in the Los Angeles field office region. This was accomplished by providing technical assistance individually and in groups, in the field or over the phone. Conducted two-day Basic CDBG workshops for grantees. Worked with IT staff at HUD in creating and overseeing the daily management of the local web page for the LA field office. Set up the Los Angeles HUD filed office Listsery to keep HUD staff and grantees informed of new information that was necessary or useful in the administration of their programs. City of Fresno— Fresno,CA Management Analyst: 1999— 2002 Managed the City's CDBG Program including citizen participation and the preparation of the Consolidated Plan,Annual Action Plans, and Performance Reports in addition to overseeing the day-to- day operations of the programs. Assisted in creating the first Continuum of Care for the homeless agencies to apply for HUD funds. Wrote a Citizen Participation plan for the City preventing the City from litigation. Supervised two employees. 0 MDG ASSOCIATES,INC. ■ N. Dean Huseby Pg. 2 County of Fresno— Fresno, CA Program Manager: 1975— 1998 Managed the County's HUD Programs for 23 years. Oversaw the preparation of the Consolidated Plan, Annual Action Plan and Annual Performance Report. Oversaw the day-to-day operations of the CDBG and HOME programs in addition to supervising four employees. Chief staff member to a 30- member citizen advisory board. Actively involved with developing CDBG programs in 14 cities and 25 towns. Served as Public Information Officer for the County and set up dozens of public relations events during my tenure,which included members of Congress, the State legislature and local officials. City of Hanford— Hanford, CA Planner 1/11: 1971 — 1975 Prepared staff reports for the Planning Commission for General Plan amendments, rezonings, Conditional Use Permits, Variances, subdivision and parcel maps. Addressed public planning questions. Conducted environmental reviews, performed drafting duties, accomplished an aggressive annexation program. Successfully completed over 30 annexations including four inhabited annexation, which required undergoing the election process. Oversaw the special mid-decade census counts. City of Brea — Brea, CA Planning Intern: 1969— 1971 Prepared Planning Commission presentations, answered public planning questions EDUCATION: BA in Public Administration with emphasis in Urban Planning California State University at Fullerton AFFILIATIONS/REGISTRATIONS: Certified HOME Program Regulations, HUD (Technical Assistance Provider) 2005-2006 graduate of the PIH/CPD Leadership Development Program. 0 MDG ASSOCIATES,INC. ■ Frank Perez Associate PROFESSIONAL EXPERIENCE: MDG Associates, Inc.— Rancho Cucamonga, CA Associate: 2011 -Present Provides Community Development Block Grant (CDBG) consulting services to U.S. Department of Housing and Urban Development (HUD) grantees. Assists clients in the design and implementation of NOFA processes, development of Annual Action Plans, preparation of environmental reviews, preparation of written agreements, review of performance reports, approval of payment requests, Integrated Disbursement and Information System (IDIS) data entry and management, and preparation of the Consolidated Annual Performance and Evaluation Report. Areas of specialization include subrecipient management, program monitoring and nonprofit capacity building. Responsible for Davis-Bacon and Related Acts (DBRA) prevailing wage compliance and monitoring, including bid document preparation, HUD-11 Employee Field Interviews, review of certified payroll reports, identification and resolution of labor standards violations, MBE/WBE and Section 3 compliance and reporting. Assists in the monitoring of CDBG funded projects for compliance with HUD regulations. Conducts subrecipient programmatic and financial monitoring of CDBG funded projects to determine compliance with HUD regulations. Also, responsible for reviewing applications for participation in rehabilitation programs to verify compliance with CDBG program requirements. Accurate Background, Customer Service Manager Managed customer service call center for pre-employment background check organization. Ensured all aspects of a client's background check met federal reporting guidelines, contained accurate information, and ensured all technical questions were address regarding a client's background check. Ensured all productivity accomplishments were recorded monthly, quarterly, and yearly. Specialized in the implementation of 1-9 (E-Verify) program platform for the organizations customer service center, ensuring that all clients had a digital platform to enter and view requests, ask questions through a chat session, and provide technical assistance about their accounts. Account manager for customer service requests for the organizations largest client, Starbucks. Target Corporation, Executive Team Leader Plan, organize, and supervise sales-floor, logistics, and guest services teams in various store locations throughout Orange County. Implemented best practices, monitored team productivity, report generation and statistical review, performance management to ensure efficiency and productivity levels were meeting company standards. Relevant Student Course Work Econometrics, Labor Economics and Business Finance, Business Accounting, Financial Investment, Business Decisions, Economic Development, and Money and Banking. Computer Skills: Microsoft Office (Word, Excel, Outlook, and Power Point, Adobe) Bilingual: English/Spanish EDUCATION: Bachelor in Business Economics&Administrative Studies University of California, Riverside 0 MDG ASSOCIATES,INC. ■ Item No . 7 Approvals /`"'�/ City Attorney /I Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: August 14, 2018 SUBJECT: Approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management for Weed Abatement Maintenance Services for Fiscal Year 2018-2019 PREPARED BY: Julie Tarrant, Senior Management Analyst RECOMMENDATION: That the City Council approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management, in the amount of $200,000, for Weed Abatement Maintenance Services for Fiscal Year 2018-2019. The City Council previously approved an annual agreement with Rene B. Martinez, Sr., d/b/a Rene's Commercial Management to provide maintenance services of city owned properties, drainage facilities and certain rights-of-way to include, but not limited to, weed abatement by disking, cultivating, spraying, and mowing. To continue maintenance of certain public facilities and sites, staff is recommending the approval of the Amendment with Rene B. Martinez, Sr. d/b/a Rene's Commercial Management for weed abatement maintenance services. FISCAL IMPACT: Adequate funds are available in the Department of Public Works, Maintenance Division's Annual Operating Budget for Fiscal Year 2018-19. ATTACHMENTS: First Amendment for Weed Abatement Maintenance Services FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND RENE B. MARTINEZ, SR. dba RENE'S COMMERCIAL MANAGEMENT WEED ABATEMENT MAINTENANCE SERVICES (CONTRACT NO. 17-082) THIS FIRST AMENDMENT is made and entered into as of August 14, 2018 by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City"), and Rene B. Martinez, Sr. dba Rene's Commercial Management, (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On July 1, 2017 the City and Contractor entered into that certain Agreement entitled "Agreement for Weed Abatement Maintenance Services," in the amount of $200,000. b. The parties now desire to extend the term of the agreement to June 30, 2019, increase the payment in the amount of$200,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled"TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2019 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The First Amendment amount shall not exceed Two Hundred Thousand Dollars ($200,000), for additional weed abatement maintenance services for a total Agreement amount of Four Hundred Thousand Dollars ($400,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 04/18/2018 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Rene B. Martinez, Sr. dba Rene's Commercial Management (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By. Matt Rahn, Mayor �— Rene B. Martinez Sr., Owner ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Rene B. Martinez Sr. dba Rene's Commercial Management Contact Person: Rene B. Martinez Sr. 1002 Luna Way San Jacinto, CA 92583 Phone Number: (951)487-0247 PM Initials: Date: ?r -1 2 04/18/2018 Item No . 8 Approvals f X2"7/ City Attorney Director of Finance City Manager i CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: August 14, 2018 SUBJECT: Approve Recycled Water Agreements with the Rancho California Water District for the Interstate 15/ State Route 79 South Interchange Project, PW04-08 PREPARED BY: Amer Attar, Principal Civil Engineer Avlin R. Odviar, Senior Civil Engineer RECOMMENDATION: That the City Council approve two Recycled Water Agreements with Rancho California Water District to provide recycled water for the Interstate 15 / State Route 79 South Interchange Project, PW04-08 and authorize the City Manager to execute any amendments. BACKGROUND: As part of the Interstate 15 / State Route 79 South Interchange project, two irrigation systems will be installed to provide recycled water for landscaped areas adjacent to the interchange, ramps, and freeway facilities. One system will serve the west side of Interstate 15 (1-15) between the Temecula Creek Bridge and the Santiago Road Overcrossing. while the other will serve the east side of 1-15. The Rancho California Water District (RCWD) is the water provider servicing the project area and requires its customers to execute a Recycled Water Agreement for each recycled water meter. The attached agreements were prepared by RCWD and reviewed by City staff for the subject project. The City has executed similar agreements on other public projects. Per the Construction Cooperative Agreement and the Landscape Maintenance Agreement entered into between the City and Caltrans on this project, the City is responsible for irrigating the interchange landscape during construction, followed by a one-year plant establishment period, and then a three-year maintenance period. The estimated cost of recycled water service during this four-and-a-half-year period is approximately $16,000.00. After the end of the maintenance period, and Caltrans' acceptance of the landscaping and irrigation system, the costs associated with irrigating the landscaping will revert to Caltrans. At that time, the subject Recycled Water Agreements between the City and RCWD may be terminated. FISCAL IMPACT: The total estimated cost associated with approval of the two agreements is approximately $16,000.00, which includes recycled water, power consumption for delivery, and equipment fees, over a four-and-a-half-year period. The Interstate-15 / State Route 79 South Ultimate Interchange project is included in the City's Capital Improvement Program, Fiscal Years 2019-23 with multiple sources of funds. There are sufficient funds available within the project account to cover the estimated cost of$16,000.00. ATTACHMENTS: 1. Recycled Water Agreement, Point of Connection `A' 2. Recycled Water Agreement, Point of Connection `B' 3. Project Location 4. Project Description LOCATION NO. RA — — RECYCLED WATER j AGREEMENT RANCHO CALIFORNIA WATER DISTRICT THIS AGREEMENT is made and entered into this day of 2018,by and between Rancho California Water District, a public agency ("DISTRICT"), and City of Temecula ("User"), the user of recycled water service as shown on the attached Exhibit"A." A. The Santa Rosa Regional Resources Authority ("SRRRA"), a Joint Powers Authority formed by several water districts including the DISTRICT, owns and operates a major system of sewage interceptor, transmission, treatment, disposal, and water reclamation facilities,hereafter referred to as DISTRICT'S Regional Water Reclamation System;and B. Water that has been completely treated through the DISTRICT'S Regional Water Reclamation System shall hereinafter be referred to as recycled water;and C. Pipelines conveying recycled water shall hereinafter be referred to as recycled water mains; and D. In accordance with DISTRICT policies, the recycled water, which results from the operation of the DISTRICT'S Regional Water Reclamation System, has been made available for approved uses; and E. USER desires to purchase, accept delivery of, control, and use the quantity of recycled water provided for in Paragraph 4 herein for approved irrigation purposes within the boundaries of the DISTRICT,under the terms and conditions set forth below; and F. Such sales and deliveries would be in accordance with the DISTRICT'S policy of using recycled water for beneficial purposes; and G. DISTRICT is willing to sell and deliver recycled water for irrigation purposes under the terms and conditions set forth below. l8\KK:Im0l2\F31IPU\FW Page 1 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017-Temecula,California 92589-9017•(951)296-6900•FAX(951)296-68W•www rmtchowater com In consideration of the mutual covenants herein contained, it is mutually agreed as follows: 1. SALE AND DELIVERY TERMS AND CONDITIONS A. Point of Delivery The recycled water delivered pursuant to this Agreement shall be measured through the DISTRICT-owned, -operated, and -maintained metering facilities located at the Point of Delivery shown on the attached Exhibit "A." Any facilities that have been or shall be installed by DISTRICT at USER'S request shall be paid for by the USER, in accordance with applicable DISTRICT Rules and Regulations. B. Availability Acknowledgment The USER acknowledges that the DISTRICT does not guarantee the availability of recycled water throughout the term of this Agreement due to possible changes in regulatory agency requirements,reduction in plant flow,demands from other recycled water use areas, and/or other conditions beyond DISTRICTS control. USER holds DISTRICT free and harmless from any and all legal liabilities and/or economic losses that it may sustain as the result of discontinuance or reduction in amount of delivery of recycled water as specified above. C. Pressure The recycled water to be delivered pursuant to this Agreement shall,as far as possible, be delivered at the Point of Delivery shown on the attached Exhibit"A." USER shall be responsible for, at its cost, providing any and all devices to increase or decrease delivery pressure,and/or any and all conveyance equipment(e.g.piping,pumps,etc.) required to deliver the recycled water to the point(s)of use. USER agrees not to operate their recycled water system in a fashion that may cause surge pressures to propagate past the Point of Delivery into the DISTRICT'S recycled water mains. D. Facility Provision and Operational Responsibility (1) DISTRICT shall be responsible for providing and operating its Regional Water Reclamation System facilities, up to and including the Point of Delivery, in compliance with the applicable requirements of DISTRICT, federal,state,and local regulatory agencies. DISTRICT shall be responsible for supplying recycled water,which meets or exceeds all applicable federal, state, and local regulatory agency quality standards. DISTRICT shall monitor recycled water deliveries and use sites as it deems necessary and in accordance with applicable federal, state, and local regulatory agency requirements. I gucK:Im012\F31 I PUWEG Page 2 of 10 RancAo California Water District 42135 Wirafiester Road•Post Office Boz 9017•Temecula.California 92589-9017•(951)296.6900•FAX(951)2%-6860•www ranchowaler.com (2) USER shall: ■ Make application for recycled water service. ■ Pay all fees and deposits for recycled water service. • Post all required warning signs informing the public and all on-site personnel (employees, tenants, and/or occupants)that recycled water is being used on-site for irrigation purposes. • Install and maintain a certified backflow device on all potable water sources including,but not limited to, the DISTRICT'S potable water meters, all exterior sources of potable water on site, and all potable water supplies to fountains,ponds,and/or swimming pools. • Designate a Site Supervisor. The Site Supervisor must/will: a) Be knowledgeable about recycled water and how it is manufactured. b) Be the contact person at USER's site, and be available at all times to contact and respond in the event of an emergency. c) Be knowledgeable about the practices and procedures of using recycled water. d) Be responsible for the safe and efficient use of recycled water. e) Provide instruction and training to on-site personnel in the proper handling of recycled water and the potential health hazards involved with its use. f) Submit plans to the DISTRICT for all proposed changes to the irrigation system on the USER's site for review and approval prior to any modifications being made. g) Have all proposed changes approved by the DISTRICT inspected by the DISTRICT'S staff during construction. h) Maintain irrigation system record drawings of USER's site. i) Communicate all recycled water rules and regulations to on-site personnel. j) Be knowledgeable of all on-site potable water systems,and take appropriate measures to prevent cross-connection with the recycled water system. k) Inform DISTRICT of all system failures or cross-connection events so that appropriate measures may be taken to mitigate the contamination or pollution. If the USER desires to designate another person as Site Supervisor, then the USER is responsible for notifying DISTRICT in writing of such action. In the event that someone other than the USER is designated as the Site Supervisor and this person is no longer associated with the property, the USER shall again be considered the Site Supervisor and will assume the above-listed requirements until an approved Site Supervisor is designated. 18UCK:Im012\.F311 PUAFEG Page 3 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box X)17•Temecula.California 92589-9017•(9.51)296-69(X)-VAX(951)296-6860•www ranchowater corn ■ Identify all above-ground fittings and appurtenances, etc. as containing recycled water and not suitable for human consumption. Signs shall be painted or otherwise permanently affixed to equipment. • Altogether avoid introducing recycled water into any potable/domestic water piping system and no connection shall be made between equipment containing, or having contained, recycled water and/or any part of a domestic water system until such time as equipment has been properly disinfected. ■ Take full responsibility for providing, operating, maintaining, and repairing USER pipelines, together with all appurtenant facilities, as are necessary to accept,convey,control,and use the recycled water in compliance with the applicable requirements of DISTRICT, federal, state, and local regulatory agencies on their respective owncd or controlled lands. • Allow recycled water to be used only on the areas depicted on the attached exhibit and irrigation construction plans. ■ Allow recycled water use between the hours of 9:00 p.m. and 6:00 a.m. E. USER Acknowledgment USER acknowledges it is understood that: (1) DISTRICT'S Regional Water Reclamation System's purpose is to control the biological quality of the recycled water resulting from its operation. (2) Said System is not equipped to detect, treat,or remove harmful chemicals or toxic materials,except as required to meet federal, state, and local regulatory agency discharge standards. F. Indemnification USER and the DISTRICT each agree, to the fullest extent permitted by law, to indemnify and hold the other party, and its directors, officers, employees, or authorized volunteers harmless from any claims, damage, liability, or cost (including attorneys' fees and costs of defense) to the extent caused by the indemnifying party's negligent acts,errors,or omissions in the performance of this agreement, including such negligent acts, errors, or omissions by sub-contractors or others for whom the indemnifying party is legally liable;provided,however,that this indemnity shall not apply to any negligent acts,errors,or omissions attributable to the indemnified party, its directors, officers, employees, authorized volunteers, sub-contractors, or to any others for whom the indemnified party is legally liable. 18UCK:ImOI2\F31 IPUTEG Page 4 of 10 Rancho California Water District 42135 Winchester Road•Posl Office Box 9017•Ternmule.California 92599-9017-MI)296-6900•FAX(951)296-6860•www ranchowater com 2. USE TERMS AND CONDITIONS Use of the recycled water delivered pursuant to this Agreement shall be subject to the following terms and conditions: A. Rules and Regulations All recycled water delivered pursuant to this Agreement shall be used only for approved uses on the specified use site, as shown and depicted as USER lands on attached Exhibit "A," in compliance with applicable rules and regulations of DISTRICT, federal,state,and local regulatory agencies. This Agreement has no application to the operation of the DISTRICT'S sewer and domestic water operation, including the assessment of fees and the enforcement of rules and regulations pertaining thereto. USER must comply with all rules and regulations of the DISTRICT pertaining to any properties owned by USER that connect to the DISTRICT'S Regional Water Reclamation System. Failure to observe all regulations governing the use of recycled water will result in the immediate termination of recycled water service until such time as the deficiencies are corrected to the satisfaction of the DISTRICT. Failure to observe said regulations shall be subject to Unauthorized Use Charges established by the DISTRICT. B. Reclamation Requirements USER shall apply to the DISTRICT for all applicable use permits. DISTRICT'shall apply for all required Permits of Reclamation Requirements from the California Regional Water Quality Control Board, hereinafter referred to as the Regional Board, covering the use of the disinfected recycled water to be delivered and used pursuant to this Agreement. USER shall comply with the provisions of such Reclamation Requirements. USER shall use recycled water on only those areas specified in such Reclamation Requirements, unless otherwise provided for in future amendments to said Reclamation Requirements. C. Responsibility for Conveyance and Control (1) DISTRICT DISTRICT shall be solely responsible for conveying and controlling the recycled water up to and including the Point of Delivery provided for in Paragraph I.A.,above. (2) USER USER shall be responsible for conveying and controlling,in compliance with applicable regulatory agency requirements, the recycled water delivered through USER's facilities,from the Point of Delivery as shown on the attached Exhibit "A," and the DISTRICT shall have no responsibility whatsoever relative to said USER's facilities. l8UCK:Im0121F311PU�FEG Page 5 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecola,California 92599-9017•(951)296-6900•FAX(951)296-6860•www.ranchowater cons 3. PURCHASE PRICE During the term of this Agreement, the USER shall pay to the DISTRICT the in-effect commodity and applicable service charges, which are modified from time to time, as published in the DISTRICT'S Customer Guide to Rates and Charges. * The District reserves the right to modify or adjust the rate schedule(s)for providing recycled water to reflect changes in the District's operating costs, if any, as determined by the District. 4. QUANTITY DISTRICT agrees to sell and deliver and USER agrees to purchase, accept delivery of, control, and use recycled water at an average basic quantity in the amount of 2,589 gallons per day. Said quantity shall be delivered on an "as available"basis. 5. BILLING FOR RECYCLED WATER i DISTRICT will render monthly billings for recycled water deliveries made during the preceding month,based on the meter reading at the Point of Delivery. Billings,in accordance with the DISTRICT'S prevailing rules and regulations,shall be paid within thirty days of the date thereof. Any late payments shall be considered delinquent and shall be subject to the DISTRICT'S standard penalty charges and disconnection procedures then in effect. 6. ASSIGNMENT Except as provided below,the USER shall not assign any of its individual or collective rights under this Agreement to any person or entity, or become associated with any other party involving,in any way,the recycled water to be delivered pursuant to this Agreement without the prior written consent of the DISTRICT and of any regulatory agencies having jurisdiction, which consent shall not be unreasonably withheld. In the event USER desires to enter into a transaction for the sale or financing of the use site, DISTRICT will not unreasonably withhold its consent to continue to provide recycled water contingent upon the new owner complying with the terms of this Agreement. 7. TERM OF AGREEMENT The term of this Agreement shall begin with the date of Agreement(first written above) and shall continue until terminated by the USER or DISTRICT. 8. CANCELLATION A. USER or DISTRICT shall have the right to terminate this Agreement, with no financial liability to the other party, by giving thirty working days' written notice, as long as both parties mutually agree. B. DISTRICT shall have the right to terminate this Agreement,with no financial liability to the USER, for USER'S noncompliance with applicable use and/or payment requirements. 18UCK:Im012T31 I PU\FhO Page 6 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•"renwcula.California 92589-9017.(951)296-6900•FAX(951)296-6860•www ranchowater.com C. Notwithstanding Paragraph i.B.,the DISTRICT shall also have the right to terminate this Agreement by giving the USER ten days' written notice in the event the wastewater treatment criteria under which the DISTRICT currently operates is changed by operation of law, or by any regulatory agency having jurisdiction, such that the DISTRICT'S Regional Water Reclamation System, as it presently exists, cannot produce wastewater that complies with such changes without incurring additional costs or modifications to said facilities. D. Upon termination of this Agreement by either the USER or the DISTRICT, within thirty calendar days of termination,the USER shall make a payment to the DISTRICT for all reasonable costs to remove recycled water service from the Point of Delivery to the DISTRICT'S recycled water main(hereinafter referred to a"Service Lateral"). After thirty calendar days, if a payment has not been made by the USER, the DISTRICT may elect to remove the Service Lateral and lien the USER lands for the amount due. 9. ATTORNEYS' FEES In the event of litigation or arbitration between the parties hereto arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees and costs to be fixed by the court or by arbitration. i 10. PREPARATION OF THIS AGREEMENT This Agreement shall not be construed against the party preparing it,but shall be construed as if both parties prepared it. 11. CAPTIONS Captions to Paragraph/Subparagraphs of this Agreement are for convenience purposes only and are not part of this Agreement. 12. PROVISIONS BINDING This Agreement and Exhibit"A"attached shall be binding upon and shall inure to the USER, heirs, representatives, successors, and assigns of the parties of this Agreement. The DISTRICT and USER intend that the benefits and burdens described herein constitute covenants running with the land for the benefit of the USER lands. 13. CERTIFICATION The undersigned PROPERTY OWNER and RECYCLED WATER SITE SUPERVISOR hereby certify compliance with all operational responsibilities contained in Section 1.D.(2) above. 14. AUTHORITY TO SIGN AGREEMENT The undersigned individuals hereby warrant and represent that they each have full legal authority to sign this Agreement and bind the parties hereto. 18VCK:1m012\F31 I PUXFEG Page 7 of 10 Reecho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.California 92589-9017•(951)296-6900•FAX(951)296-6860•www ranchowater.com IN WITNESS WHEREOF, this Agreement has been executed as of the day, month, and year first above written. RANCHO CALIFORNIA WATER DISTRICT i I By: Jeffrey D.Armstrong,General Manager Date CITY OF TEMECULA By: Matt Rahn,Mayor Date i ATTEST: By: Randi Johl,City Clerk Date APPROVED AS TO FORM: By: Peter M.Thorson,City Attorney Date 18kKKArn012\1-311PUTEG Page 8 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.California 92549-9017•(951)296-6900•FAX(951)296.6860•www ranchowater.com m � 7� � s 0 RECYCLED WATER USE AREAEm W � R s C o h POINT OF CONNECTION (POC) —� c POC 'A' St. Sto 97+17.00 =97+17,00 (RC-586) A O _ �tR1EtA CRfE/ of TOWN S1 - 'n op G a m a . 3 O ROUTE 15 8S o` F m $ : TEMECULA CREEK UC QFC+ -15/SR-79 58 OFF RAMP (SEP) Y� P Y m TEMECULA -a n Z r M y m a W C> z � � z m c m INTERSTATE 15 AT STATE ROUTE 79 ac a z a INTERCHANGE IMPROVEMENTS m c RANCHO CALIFORNIA WATER DISTRICT APPLICATION FOR USE OF RECYCLED WATER PROJECT NAME: /S17"q'S 1W*RcN.Ld/V6E PROJECT ADDRESS: LOCATION: /^lTFtQfTITE /S / fTd rF ROvTe " SOVT41 DEVELOPER: CITY of rEmOGULA CONTACT PERSON: AV L/N Q• O aV/d K 5E/4/OoQ Cs V/L E^16/4FF,40— ADDRESS: 4(000 /MA//J 5'TiQE6T TEM EG VC A GA 9Z S'`Id PHONE: 4)-y/ — Gq 3 --- 3g&q *SITE SUPERVISOR. 5-wy FOX 2Pmeit 4 wb:S'( °ff MICE 5eney15-0,e PHONE: (DAY) 9S1-30$- 6306 (NIGHT) _9s!-- 443-8139 PAGER: DESCRIPTION OF RECYCLED WATER USE: iui"r(#^! 4.�. P[dW77al6 *r Atraee4 46E oAt tdFs r SIDE' OF / 'FRSr�tTE /S. START DATE: SErTFM BER a END DATE: QUANTITY(GALLONS PER DAY) 2.589 _ MEANS OF DISTRIBUTION: /"e ~ =AvIC� / "/4F7„E.4C ^C��-iv "'�/3 r /A4 yV/ Sy601-y IdAlb / 11 -4 /%c2Ky �flTER�L_ Sd PPL y. I Uh.\1.L(>PER SIGNAT[RI: C UST( MER SIGNATURE JvLY 3o 1 24/8 J_14y 3a. 2-0/8 DATE DATE *MUST BE ABLE TO CONTACT 24 HOURSMAY 181KK:ImO12\31IPU\FEG Page 10 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula,California 92589-9017•(951)296-6900•FAX(951)296-6860•www.ranchowa(er.com LOCATION NO. RA — RECYCLED WATER AGREEMENT RANCHO CALIFORNIA WATER DISTRICT THIS AGREEMENT is made and entered into this day of 2018,by and between Rancho California Water District, a public agency ("DISTRICT"), and City of Temecula ("User"), the user of recycled water service as shown on the attached Exhibit"A." A. The Santa Rosa Regional Resources Authority ("SRRRA"), a Joint Powers Authority formed by several water districts including the DISTRICT, owns and operates a major system of sewage interceptor, transmission, treatment, disposal, and water reclamation facilities,hereafter referred to as DISTRICT'S Regional Water Reclamation System; and B. Water that has been completely treated through the DISTRICT'S Regional Water Reclamation System shall hereinafter be referred to as recycled water; and C. Pipelines conveying recycled water shall hereinafter be referred to as recycled water mains; and D. In accordance with DISTRICT policies, the recycled water, which results from the operation of the DISTRICT'S Regional Water Reclamation System, has been made available for approved uses; and E. USER desires to purchase, accept delivery of, control, and use the quantity of recycled water provided for in Paragraph 4 herein for approved irrigation purposes within the boundaries of the DISTRICT, under the terms and conditions set forth below;and F. Such sales and deliveries would be in accordance with the DISTRICT'S policy of using recycled water for beneficial purposes; and G. DISTRICT is willing to sell and deliver recycled water for irrigation purposes under the terms and conditions set forth below. l 8\KK:hn01 M31 I PU\FEG Page I of 10 Raischo California Water District 42115 Winchester Road•Post Office Box 9017•rernccula.California 92589-9017•(951)296-6900•FAX(951)296-6860•www ramhowater corn In consideration of the mutual covenants herein contained, it is mutually agreed as follows: 1. SALE AND DELIVERY TERMS AND CONDITIONS A. Point of Delivery The recycled water delivered pursuant to this Agreement shall be measured through the DISTRICT-owned, -operated, and -maintained metering facilities located at the Point of Delivery shown on the attached Exhibit "A." Any facilities that have been or shall be installed by DISTRICT at USER'S request shall be paid for by the USER, in accordance with applicable DISTRICT Rules and Regulations. B. Availability Acknowledgment The USER acknowledges that the DISTRICT does not guarantee the availability of recycled water throughout the term of this Agreement due to possible changes in regulatory agency requirements,reduction in plant flow,demands from other recycled water use areas,and/or other conditions beyond DISTRICT'S control. USER holds DISTRICT free and harmless from any and all legal liabilities and/or economic losses that it may sustain as the result of discontinuance or reduction in amount of delivery of recycled water as specified above. C. Pressure The recycled water to be delivered pursuant to this Agreement shall,as far as possible, be delivered at the Point of Delivery shown on the attached Exhibit "A." USER shall be responsible for, at its cost, providing any and all devices to increase or decrease delivery pressure,and/or any and all conveyance equipment(e.g.piping,pumps,etc.) required to deliver the recycled water to the point(s)of use. USER agrees not to operate their recycled water system in a fashion that may cause surge pressures to propagate past the Point of Delivery into the DISTRICTS recycled water mains. D. Facility Provision and Operational Responsibility (1) DISTRICT shall be responsible for providing and operating its Regional Water Reclamation System facilities, up to and including the Point of Delivery, in compliance with the applicable requirements of DISTRICT, federal,state,and local regulatory agencies. DISTRICT shall be responsible for supplying recycled water,which meets or exceeds all applicable federal, state, and local regulatory agency quality standards. DISTRICT shall monitor recycled water deliveries and use sites as it deems necessary and in accordance with applicable federal, state, and local regulatory agency requirements. 18UCK:Im013\F311PU\FEG Page 2 of 10 Rsneho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.Calrfrrnia 92599-9017•19511296-6900•FAX(951)296.6860•www ranchowater com (2) USER shall: ■ Make application for recycled water service. ■ Pay all fees and deposits for recycled water service. Post all required warning signs informing the public and all on-site personnel (employees, tenants, and/or occupants) that recycled water is being used on-site for irrigation purposes. • Install and maintain a certified backflow device on all potable water sources including, but not limited to, the DISTRICT'S potable water meters, all exterior sources of potable water on site, and all potable water supplies to fountains,ponds,and/or swimming pools. Is Designate a Site Supervisor. The Site Supervisor must/will: a) Be knowledgeable about recycled water and how it is manufactured. b) Be the contact person at USER's site, and be available at all times to contact and respond in the event of an emergency. c) Be knowledgeable about the practices and procedures of using recycled water. d) Be responsible for the safe and efficient use of recycled water. e) Provide instruction and training to on-site personnel in the proper handling of recycled water and the potential health hazards involved with its use. f) Submit plans to the DISTRICT for all proposed changes to the irrigation system on the USER's site for review and approval prior to any modifications being made. g) Have all proposed changes approved by the DISTRICT inspected by the DISTRICT'S staff during construction. h) Maintain irrigation system record drawings of USER's site. i) Communicate all recycled water rules and regulations to on-site personnel. J) Be knowledgeable of all on-site potable water systems,and take appropriate measures to prevent cross-connection with the recycled water system. k) Inform DISTRICT of all system failures or cross-connection events so that appropriate measures may be taken to mitigate the contamination or pollution. If the USER desires to designate another person as Site Supervisor, then the USER is responsible for notifying DISTRICT in writing of such action. In the event that someone other than the USER is designated as the Site Supervisor and this person is no longer associated with the property, the USER shall again be considered the Site Supervisor and will assume the above-listed requirements until an approved Site Supervisor is designated. 18\KK:bnot3\311PU\FEG Page 3 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.California 92589-9017•(951)296-6900•FAX(951)296-6860•www ranchowater corn ■ Identify all above-ground fittings and appurtenances, etc. as containing recycled water and not suitable for human consumption. Signs shall be painted or otherwise permanently affixed to equipment. ■ Altogether avoid introducing recycled water into any potable/domestic water piping system and no connection shall be made between equipment containing, or having contained, recycled water and/or any part of a domestic water system until such time as equipment has been properly disinfected. ■ Take full responsibility for providing, operating, maintaining, and repairing USER pipelines, together with all appurtenant facilities, as are necessary to accept,convey,control,and use the recycled water in compliance with the applicable requirements of DISTRICT, federal, state, and local regulatory agencies on their respective owned or controlled lands. i • Allow recycled water to be used only on the areas depicted on the attached exhibit and irrigation construction plans. ■ Allow recycled water use between the hours of 9:00 p.m. and 6:00 a.m. E. USER Acknowledgment USER acknowledges it is understood that: (1) DISTRICT'S Regional Water Reclamation System's purpose is to control the biological quality of the recycled water resulting from its operation. (2) Said System is not equipped to detect, treat, or remove harmful chemicals or toxic materials,except as required to meet federal, state, and local regulatory agency discharge standards. F. Indemnification USER and the DISTRICT each agree, to the fullest extent permitted by law, to indemnify and hold the other party, and its directors, officers, employees, or authorized volunteers harmless from any claims, damage, liability, or cost (including attorneys' fees and costs of defense) to the extent caused by the indemnifying party's negligent acts,errors,or omissions in the performance of this agreement, including such negligent acts, errors, or omissions by sub-contractors or others for whom the indemnifying party is legally liable;provided,however,that this indemnity shall not apply to any negligent acts,errors,or omissions attributable to the indemnified party, its directors, officers, employees, authorized volunteers, sub-contractors, or to any others for whom the indemnified party is legally liable. 18XKK:Im0131F311PUXFEG Page 4 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.California 92589-W17-(951)296-69011•FAX(951)296-6660•www ranchowatercom 2. USE TERMS AND CONDITIONS Use of the recycled water delivered pursuant to this Agreement shall be subject to the following terms and conditions: A. Rules and Regulations All recycled water delivered pursuant to this Agreement shall be used only for approved uses on the specified use site, as shown and depicted as USER lands on attached Exhibit "A," in compliance with applicable rules and regulations of DISTRICT,federal,state,and local regulatory agencies. This Agreement has no application to the operation of the DISTRICT'S sewer and domestic water operation, including the assessment of fees and the enforcement of rules and regulations pertaining thereto. USER must comply with all rules and regulations of the DISTRICT pertaining to any properties owned by USER that connect to the DISTRICT'S Regional Water Reclamation System. Failure to observe all regulations governing the use of recycled water will result in the immediate termination of recycled water service until such time as the deficiencies are corrected to the satisfaction of the DISTRICT. Failure to observe said regulations shall be subject to Unauthorized Use Charges established by the DISTRICT. B. Reclamation Requirements USER shall apply to the DISTRICT for all applicable use permits. DISTRICT shall apply for all required Permits of Reclamation Requirements from the California Regional Water Quality Control Board,hereinafter referred to as the Regional Board, covering the use of the disinfected recycled water to be delivered and used pursuant to this Agreement. USER shall comply with the provisions of such Reclamation Requirements. USER shall use recycled water on only those areas specified in such Reclamation Requirements, unless otherwise provided for in future amendments to said Reclamation Requirements. C. Responsibility for Conveyance and Control (1) DISTRICT I DISTRICT shall be solely responsible for conveying and controlling the recycled water up to and including the Point of Delivery provided for in Paragraph 1.A.,above. (2) USER USER shall be responsible for conveying and controlling,in compliance with applicable regulatory agency requirements, the recycled water delivered through USER's facilities,from the Point of Delivery as shown on the attached Exhibit "A," and the DISTRICT shall have no responsibility whatsoever relative to said USER's facilities. 18vcx:Im013�F311 Pu1FEG Page 5 of 10 RanchoCalifornia Water District 42135 Winchester Road•Post Office Box 9017•Terrwcula.California 92589-9017•1951)296-6900•FAX(951)296-6860•www ranchowater corn 3. PURCHASE PRICE During the term of this Agreement, the USER shall pay to the DISTRICT the in-effect commodity and applicable service charges, which are modified from time to time, as published in the DISTRICT'S Customer Guide to Rates and Charges. * The District reserves the right to modify or adjust the rate schedule(s)for providing recycled water to reflect changes in the Districts operating costs,if any,as determined by the District. 4. QUANTITY DISTRICT agrees to sell and deliver and USER agrees to purchase, accept delivery of, control, and use recycled water at an average basic quantity in the amount of 4,285 gallons per day. Said quantity shall be delivered on an "as available" basis. 5. BILLING FOR RECYCLED WATER DISTRICT will render monthly billings for recycled water deliveries made during the preceding month,based on the meter reading at the Point of Delivery.Billings, in accordance with the DISTRICT'S prevailing rules and regulations,shall be paid within thirty days of the date thereof. Any late payments shall be considered delinquent and shall he subject to the DISTRICT'S standard penalty charges and disconnection procedures then in effect. 6. ASSIGNMENT Except as provided below,the USER shall not assign any of its individual or collective rights under this Agreement to any person or entity, or become associated with any other party involving, in any way,the recycled water to be delivered pursuant to this Agreement without the prior written consent of the DISTRICT and of any regulatory agencies having jurisdiction, which consent shall not be unreasonably withheld. In the event USER desires to enter into a transaction for the sale or financing of the use site, DISTRICT will not unreasonably withhold its consent to continue to provide recycled water contingent upon the new owner complying with the terms of this Agreement. 7. TERM OF AGREEMENT The term of this Agreement shall begin with the date of Agreement(first written above) and shall continue until ternvnated by the USER or DISTRICT. 8. CANCELLATION A. USER or DISTRICT shall have the right to terminate this Agreement, with no financial liability to the other party, by giving thirty working days' written notice, as long as both parties mutually agree. B. DISTRICT shall have the right to terminate this Agreement,with no financial liability to the USER, for USER'S noncompliance with applicable use and/or payment requirements. 181KK:1ai013%F311 PU\FEG Page 6 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula.California 92589-9017•(951)2%-6900•FAX(951)296-6860•www.ranchowaw.com C. Notwithstanding Paragraph 1.B.,the DISTRICT shall also have the right to terminate this Agreement by giving the USER ten days' written notice in the event the wastewater treatment criteria under which the DISTRICT currently operates is changed by operation of law, or by any regulatory agency having jurisdiction, such that the DISTRICT'S Regional Water Reclamation System, as it presently exists, cannot produce wastewater that complies with such changes without incurring additional costs or modifications to said facilities. D. Upon termination of this Agreement by either the USER or the DISTRICT, within thirty calendar days of termination,the USER shall make a payment to the DISTRICT for all reasonable costs to remove recycled water service from the Point of Delivery to the DISTRICT'S recycled water main(hereinafter referred to a"Service Lateral"). After thirty calendar days, if a payment has not been made by the USER, the DISTRICT may elect to remove the Service Lateral and lien the USER lands for the amount due. 9. ATTORNEYS' FEES In the event of litigation or arbitration between the parties hereto arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs to be fixed by the court or by arbitration. 10. PREPARATION OF THIS AGREEMENT This Agreement shall not be construed against the party preparing it,but shall be construed as if both parties prepared it. 11. CAPTIONS Captions to Paragraph/Subparagraphs of this Agreement are for convenience purposes only and are not part of this Agreement. 12. PROVISIONS BINDING This Agreement and Exhibit"A"attached shall be binding upon and shall inure to the USER, heirs, representatives, successors, and assigns of the parties of this Agreement. The DISTRICT and USER intend that the benefits and burdens described herein constitute covenants running with the land for the benefit of the USER lands. i 13. CERTIFICATION The undersigned PROPERTY OWNER and RECYCLED WATER SITE SUPERVISOR hereby certify compliance with all operational responsibilities contained in Section 1.D.(2) above. 14. AUTHORITY TO SIGN AGREEMENT i The undersigned individuals hereby warrant and represent that they each have full legal authority to sign this Agreement and bind the parties hereto. I81KK:Im01AF31 I PUFBG Page 7 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula,California 92589-9017•(951)296.6900•FAX(951)296-6560•www.ranchowater.com I IN WITNESS WHEREOF, this Agreement has been executed as of the day, month, and year first above written. j RANCHO CALIFORNIA WATER DISTRICT I I i By: Jeffrey D.Armstrong,General Manager Date CITY OF TEMECULA By: Matt Rahn,Mayor Date ATTEST: By: Randi Johl,City Clerk Date APPROVED AS TO FORM: By: Peter M.Thorson,City Attorney Date 18U{K:ImO IMM I I MI-EG Page 8 of 10 Rancho courarnin Water District 42115 Winchester Road•Post Office Box 9017•Temecula,California 92589-9017.(951)296-6900•FAX(951)2966860•www.ranchowater.com P z � x T. 9 w RECYCLED WATER USE AREA POINT OF CONNECTION (POC) —� AFTT-F A O a 1ETA CAEEK r OLD T N FRONT a e 3 r= °o ROUTE 15 o 'o _`{ n � TEYECULA CREEK UC J^ Mme: � A T AGO Rd CK -t TEMECULA Y m n c POC 'B' _ St. Sto 105+92.00 c v x =105+86.29 (RC-586) " :* _ 0 z m � z M m INTERSTATE 15 AT STATE ROUTE 79 o a INTERCHANGE IMPROVEMENTS z � c m _ a RANCHO CALIFORNIA WATER DISTRICT APPLICATION FOR USE OF RECYCLED WATER PROJECT NAME. 15/7415 IAIWW04,46E PROJECT ADDRESS: LOCATION: I grrR 5-rATF IS STATE AvTr _M 30✓79 DEVELOPER: C:I7y of TMMEe-mi.a CONTACT PERSON d VL SAI X. ODV 64C 0 J&11,iQ CiV(l. fd 6 fA&J%e ADDRESS: 4loo0 ^A4r J STJ2FSr 77 m E'c v c.4 c,4 92 S�jo PHONE: 413-1-693- 39" •SITESUPERVISOR. S rA4 y Fix fwt i 1e14D5,CAAC Mrcr, v faacvfso'e PHONE: (DAY) 93-/— 508'— 6 3o& ISl—P (NIGHT) 475-(— PAGER: AGER: 1 DESCRIPTION OF RECYCLED WATER USE: /-f,&4/7y.n/ 49 PLA-&7A4 Xr BJJ 6,457T St bF Dp I_lTE,,e5- 4rE IS. START DATE: JEP M44 8 6�C 2015 FND DATE: QUANTITY(GALLONS PFR DAY): 4,285 / MFANS OF DISTRIBUTION!/ Co�p�'1yQ ,S6tV/C6 !a AAETSe .7 w y 4&//V S✓PPL,Y _ --�� c2 DEVELOPER SIGNATURE CUSTOMER SIGNATURE DATE, DATE "MUST BE ABLE TO CONTACT 24 HOURS/DAY I BUCx:Im013*3I i PU\FEG Page 10 of 10 Rancho California Water District 42135 Winchester Road•Post Office Box 9017•Temecula,California 92589-9017•(951)296-6900•FAX(951)296-6860•www.ranchowater.com INTERSTATE-15 STATE ROUTE Circulation Project i ►: �..�Zac r.r fta kyr �"� & .s� 14 C Feet Aerial 1 \t .. Z D. 1,050 1 � Capital Improvement Program l Fiscal Years 2019-23 INTERSTATE 15/STATE ROUTE 79 SOUTH ULTIMATE INTERCHANGE Circulation Project Project Description:This project includes right-of-way acquisition,design,environmental clearance,and construction of a ramp system that will improve access to Interstate 15 from Temecula Parkway/State Route 79 South.The interchange will accommodate traffic generated by future development of the City's General Plan land use as well as regional traffic volume increases forecasted for the year 2037. This project is crucial, as the projected traffic volume increases currently exceed the capacity of the existing interchange improvements constructed by the Riverside County Transportation Department. Benefit I Core Value: This project will improve circulation,freeway access,and level of service at the Interstate 15 and Temecula Parkway/ State Route 79 South intersection. In addition,this project satisfies the City's Core Value of Transportation Mobility and Connectivity. Project Status: Environmental clearance was completed in 2010. Right-of-Way acquisition and utility easements were completed in 2013. Design and preparation of construction Plans,Specifications,and Estimate was completed in 2016. The construction contract was advertised and awarded in 2016-17. Construction of the interchange improvements started in June 2016 and are scheduled for completion in December 2018. This will be followed by a 1-year plant establishment period January 2019 through December 2019 and a 3-year maintenance period January 2020 through December 2022. Department: Public Works-Account No.210.165.662 PW04-08 Level: 1 2022-23 Project Cost: Prior Years FYE 2018 2018-19 Projected Actual Carryover Adopted 2019-20 2020-21 2021-22 and Future Total Project Expenditures Budget Appropriation Projected Projected Projected Years Cost Administration $ 1,150,801 $ 120,730 $ 175,000 $ 120,000 S 80,000 $ 80,000 $ 1,726,531 Acquisition $13,032,881 $ 150,847 $13,183,728 Construction $ 6,653,410 $21,854,783 $28,508,193 Construction Engineering $ 1,255,284 $ 2,535,421 $ 520,572 $ 4,311,277 Design/Environmental $ 4,107,505 $ 120,423 $ 4,227,928 Totals $26,199,881 $24,782,204 $ 695,572 $ 120,000 $ 80,000 $ 80,000 $ - $51,957,657 Source of Funds: Prior Years FYE 2018 2018-19 Actual Carryover Adopted 2019-20 2020-21 2021-22 2022-23 Total Project Expenditures Budget Appropriation Projected Projected Projected Projected Cost CFD(Crowne Hill) $ 502,211 $ 502,211 Reimbursement/ Other(Morgan Hill) $ 1,190,582 $ 1,190,582 SAFETEA-LUI') $ 1,439,840 $ 1,439,840 Senate Bill 621 $10,895,871 $ 2,667,077 $ 695,572 $ 120,000 $ 80,000 $ 80,000 $14,538,520 STP(RCTC)(2) $ 2,256,752 $10,719,248 $12,976,000 TUMF(RCTC/Region)(3) $ 4,452,000 $ 4,452,000 TUMF(RCTC/CETAP)(4) $ 2,690,848 $ 2,709,152 $ 5,400,000 TUMF(WRCOG)t5) $ 2,512,137 $ 7,513,107 $10,025,244 Reimbursement/RCWD(0) $ 89,490 $ 191,070 $ 280,560 Reimbursement/EMWD(') $ 170,150 $ 244,850 $ 415,000 Relmbursement/Lease)8) $ 737,700 $ 737.700 Total Funding: $26,199,881 $24,782,204 $ 695.572 $ 120.000 $ 80.000 $ 80,000 $ $51,957,657 Future Operation&Maintenance Costs: 2018-19 2019-20 2020-21 2021-22 2022-23 $ 150,000 $ 153,000 $ 156,0601 1 (1)SAFETEA-LU-Funding is pursuant to Authorization/Agreement Summary(E-76)(63.51%of Federal Participating Costs,up to$1,439,840) (2)STP(RCTC)-Funding is pursuant to Authorization/Agreement Summary(E-76X63.51%of Federal Participating Costs,up to$12,976,000) (3)TUMF(RCTC/Region)-Funding is pursuant to RCTC Agreement No.06-72-506($4,452,000 Total) (4)TUMF(RCTC/CETAP)-Funding is pursuant to RCTC Agreement No.11.72.041.00($5,400,000 Total;$1,400,000 ROW;$4,000,000 CON). (5)TUMF(W RCOG)-Funding is pursuant to W RCOG Agreement 13-SW-TEM-1163($10.025,244 CON) (6)Pursuant to RCW D UA 23316-RCW D shall reimburse City for actual costs of Additive Bid No.01($280.560) (7)Pursuant to EMWD UA 23317-EMW D shall reimburse City for actual costs of Additive Bid No.02($415,000) (8)Revenues collected on Lease Agreement with Front Street-Service Station,LP dated September 11,2013(est$740,000) Item No . 9 Approvals City Attorney Finance Director City Manager i CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: August 14, 2018 SUBJECT: Reject All Bids for Sidewalks - Old Town Boardwalk Enhancement, PW17-16 and Authorize the Project to be Rebid PREPARED BY: Avlin R. Odviar, Senior Civil Engineer William Becerra, Associate Engineer II RECOMMENDATION: That the City Council: 1. Reject all Construction Bids for Sidewalks - Old Town Boardwalk Enhancement, PW17-16; 2. Authorize the Department of Public Works to re-advertise for Sidewalks - Old Town Boardwalk Enhancement, PW 17-16 for Construction Bids. BACKGROUND: On December 12, 2017, City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids for Sidewalks - Old Town Boardwalk Enhancement, PW17-16. The Sidewalks - Old Town Boardwalk Enhancement will replace existing boardwalk planks throughout Old Town Temecula, with colored, stamped concrete consistent with the materials and finish of sidewalks at the approaches to the new Main Street Bridge. Some of the existing concrete sidewalks (San Diego Buff) will be replaced for continuity and consistency. Where practical, the improved sidewalk widths will be expanded and trees with cast iron grates installed for consistency with the Old Town Specific Plan. The project improvements will be made on portions of Old Town Front Street, Main Street, Sixth Street. and Mercedes Street. The construction contract was publicly advertised between May 2 and June 26, 2018. Three bids were electronically opened and publicly posted on the City's online bidding service, PlanetBids. on Tuesday, June 26, 2018. The results were as follows: 1. United GLI Non-Responsive 2. EBS General Engineering, Inc $1,028,540.00 3. Aramexx Group Inc. $1,139,714.00 Staff has deemed the bid submitted by United GLI as non-responsive because the contractor did not submit any of the required federal documents listed in the Project Specifications, "Notice Inviting Bids," Section 13. One of the project's primary funding source is Community Development Block Grant (CDBG) funds. Staff has received a bid evaluation memorandum from the City's CDBG consultant that concurs with the determination that United GLI's bid be deemed as non-responsive. The omission of federal documents is material to the bid under CDBG guidelines. The remaining bids were deemed responsive, but significantly higher than the Engineer's Estimate and available budget. Therefore, staff recommends that the project be re-bid after careful analysis of the project scope and price. Prior to rebidding the project, staff will contact United GLI regarding their omission of federal documents. Additionally, staff will solicit input from the other bidders regarding their submitted bid proposals, including unit costs. The Project scope of work will be reduced to account for higher than expected construction costs. Staff plans to use the contractors' input to update the contract documents, if deemed necessary, to realize greater interest from bidders and potentially receiving more competitive and favorable bids. FISCAL IMPACT: The Sidewalks - Old Town Boardwalk Enhancement is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2019-23, and is funded with Community Development Block Grant and Measure S Funds. ATTACHMENTS: 1. Project Location Map 2. Project Description "•,...-... "4�_:'R1►'"�t R"�!M'til�r.^rC ;::Tti�ItIC>Ik - • _ 'R^ '1 /'!i/4P/ Old Town Boardwalk Enhancement - ,, Legend [:PWL1 7-16 Boardwalk rt At Now t. f-I, � .. e.. w F.y� Ow �� .n�1fw•mr rtrtt.-s—.-,err . c .�. • r r r . _ `y� ��_,__J � —fir d' ~� � � •4K _ T� � • � CJI "+- ._. R� �Q �• 5 � �- IFR�R'rr oFfF � '� FBF �f't �r �trP �J <stpitfP !r T 7� �S' f Frrt[t►�ri�Ik �i!� 1 �� T-t• .-� .r � ...._.i if c.R T _ T IL jL IL AL IL _. �„ .�•� __ 1 t F�'.gyp, ffr of t 00 i vC fe t f c7" / �! Capital Improvement Program rk.M...rS wth— Fiscal Years 2019-23 im-C-�v SIDEWALKS -OLD TOWN BOARDWALK ENHANCEMENT Infrastructure/Other Project Project Description: This project will establish programs that will remove boardwalk plank boards and replace them with colored concrete sidewalks stamped with wood grain finish similar to what was installed with the new Main Street bridge. Benefit/Core Value: This project promotes a sustainable walkable surface that will require little maintenance. New sidewalks will enhance American with Disabilities Act(ADA)access. It will also promote a"walkable"community by connecting the City. In addition, this project satisfies the City's Core Values of a Healthy and Livable City and Transportation Mobility and Connectivity. Project Status: Design is complete. Department: Public Works-Account No.210.165.696 PW 17-16 Level: 1 2022-23 Project Cost: Prior Years FYE 2018 2018-19 Projected Actual Carryover Adopted 2019-20 2020-21 2021-22 and Future Total Project Expenditures Budget Appropriation Projected Projected Projected Years Cost Administration $ 52.907 $ 10,000 $ 40,000 $ 102,907 Construction $ 541,516 $ 200,000 $ 741,516 Construction Engineering $ 40,000 $ 20,000 $ 60,000 Design/Environmental $ 67,093 $ 67,093 Totals 52.907 658.609 260,000 S 971,516 Source of Funds: Prior Years FYE 2018 2018-19 Actual Carryover Adopted 2019.20 2020-21 2021-22 2022-23 Total Project Expenditures Budget Appropriation Projected Projected Projected Projected Cost CDBG' $ 411,516 $ 411,516 Measure S $ 52,907 $ 247,093 $ 260,000 $ 560,000 Total Funding: 52.907 658,609 260.000 971,516 Future Operation&Maintenance Costs 2018-19 2019-20 2020-21 2021-22 2022-23 (1)Community Development Block Grant-Action Plan Fiscal Year 2017-18 129 TEMECULA COMMUNITY SERVICES DISTRICT CONSENT Item No . 10 ACTION MINUTES July 24, 2018 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District meeting convened at 7:07 PM CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Rahn, Stewart (absent), Comerchero CSD PUBLIC COMMENTS None CSD CONSENT CALENDAR 9 Approve the Action Minutes of JuIV 10, 2018 - Approved Staff Recommendation (4-0, Stewart absent); Motion by Edwards, Second by Naggar; and electronic vote reflected approval by Edwards, Naggar, Rahn and Comerchero, with Stewart absent. RECOMMENDATION: 9.1 That the Board of Directors approve the action minutes of July 10, 2018. CSD PUBLIC HEARING 10 Approve Temecula Community Services District Proposed Rates and Charges for Fiscal Year 2018-19 - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Comerchero; and electronic vote reflected approval by Edwards, Naggar, Rahn and Comerchero, with Stewart absent. RECOMMENDATION: 10.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 18-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ADOPTING RATES AND CHARGES FOR SERVICE LEVEL B — RESIDENTIAL STREET LIGHTING, SERVICE LEVEL C — PERIMETER LANDSCAPING, SERVICE LEVEL D — RECYCLING AND REFUSE COLLECTION, AND SERVICE LEVEL R — EMERGENCY UNPAVED ROAD MAINTENANCE SERVICES FOR FISCAL YEAR 2018-19 CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD Action Minutes 072418 1 CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 7:11 PM, the Community Services District meeting was formally adjourned to Tuesday, August 14, 2018, at 5:30 PM for a Closed Session, with a regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Jeff Comerchero, President ATTEST: Randi Johl, Secretary [SEAL] CSD Action Minutes 072418 2 Item No . 11 Approvals City Attorney Director of Finance City Manager CSr i TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: August 14, 2018 SUBJECT: Approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management for Homeless Encampment Cleanup Services for Fiscal Year 2018-2019 PREPARED BY: Julie Tarrant, Senior Management Analyst RECOMMENDATION: That the Board of Directors approve the First Amendment to the Annual Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management, in the amount of $50,000, for Homeless Encampment Cleanup Services for Fiscal Year 2018-2019. On August 22, 2017, the City Council approved an annual agreement with Rene B. Martinez, Sr., d/b/a Rene's Commercial Management to provide maintenance services to provide turnkey homeless encampment site cleanup within the City limits to ensure waterways, parks and public space are free of debris, trash, and biological materials for the benefit of public use. To continue maintenance of certain public facilities and sites, staff is recommending the approval of the First Amendment with Rene B. Martinez, Sr. d/b/a Rene's Commercial Management for homeless encampment cleanup services. FISCAL IMPACT: Adequate funds are available in the Temecula Community Services District's Annual Operating Budget for Fiscal Year 2018-19. ATTACHMENTS: First Amendment for Homeless Encampment Cleanup Services FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND RENE B. MARTINEZ, SR. d/b/a RENE'S COMMERCIAL MANAGEMENT HOMELESS ENCAMPMENT CLEANUP SERVICES (CONTRACT NO. 17-168) THIS FIRST AMENDMENT is made and entered into as of August 14, 2018 by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City'), and Rene B. Martinez, Sr., d/b/a Rene's Commercial Management, a Sole Proprietor(hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On August 22, 2017, the City and Contractor entered into that certain Agreement entitled "Agreement for Homeless Encampment Cleanup Services," in the amount of $100,000. b. The parties now desire extend the term of the agreement to June 30, 2019, increase the payment in the amount of$50,000 and to amend the Agreement as set forth in this Amendment. 2 Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2019 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 6 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Consultant monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The FIRST Amendment amount shall not exceed Fifty Thousand Dollars ($50,000) for additional Homeless Encampment Cleanup Services, for a total Agreement amount of One Hundred Fifty Thousand Dollars ($150,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 04/1812018 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Rene B. Martinez, Sr., d/b/a Rene's Commercial Management (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By. Matt Rahn, Mayor Rene B. Mary ole Proprietor ATTEST: By: _ By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Rene B. Martinez, Sr., d/b/a Rene's Commercial Management Rene B. Martinez 1002 Luna Way _ San Jacinto, CA 92583 (951) 830-0239 rcml002.rm@gmaii.com PM Initials Date: 2 04/18/2018 TEMECULA PUBLIC FINANCING AUTHORITY CONSENT Item No . 12 ACTION MINUTES July 24, 2018 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA PUBLIC FINANCING AUTHORITY MEETING The Temecula Public Financing Authority Meeting convened at 7:11 PM CALL TO ORDER: Chairperson Matt Rahn ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Stewart (absent), Rahn TPFA PUBLIC COMMENTS None TPFA CONSENT CALENDAR 11 Authorize Fiscal Year 2018-19 Special Tax Levies for the Community Facilities Districts - Approved Staff Recommendation (4-0, Stewart absent); Motion by Naggar, Second by Comerchero; and electronic vote reflected approval by Comerchero, Edwards, Naggar and Rahn, with Stewart absent. RECOMMENDATION: 11.1 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-01 (CROWNE HILL) 11.2 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 01-02 (HARVESTON) 11.3 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-06 (HARVESTON II) TPFA Action Minutes 072418 1 11.4 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) 11.5 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) 11.6 Adopt a resolution entitled: RESOLUTION NO. TPFA 18-06 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS TPFA ADJOURNMENT At 7:14 PM, the Temecula Public Financing Authority meeting was formally adjourned to Tuesday, August 14, 2018, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Matt Rahn, Chair ATTEST: Randi Johl, Secretary [SEAL] TPFA Action Minutes 072418 2 JOINT CITY COUNCIL/ TEMECULA PUBLIC FINANCING AUTHORITY BUSINESS Item No . 13 Approvals City Attorney Director of Finance „n City Manager �S CITY OF TEMECULA/TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: City Council/Board of Directors FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: August 14, 2018 SUBJECT: Approve the Implementation Agreement with Western Riverside Council of Governments (WRCOG) for the Retrofit, Maintenance and Repair of Streetlights Acquired from Southern California Edison and Authorize City Manager to Execute Related Documents PREPARED BY: Patrick Thomas, Director of Public Works/City Engineer Julie Tarrant, Senior Management Analyst RECOMMENDATION: That the City Council/Board of Directors adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE IMPLEMENTATION AGREEMENT BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) AND CITY OF TEMECULA TO IMPLEMENT THE RETROFIT, MAINTENANCE AND REPAIR PROGRAM FOR STREETLIGHTS ACQUIRED FROM SOUTHERN CALIFORNIA EDISON; AND MAKING FINDINGS THAT THE CITY'S ACTIONS ARE EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) REQUIREMENTS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT SUBJECT TO CITY ATTORNEY'S FINAL REVIEW BACKGROUND: In March of 2012, SCE announced a streetlight purchase program in response to a coalition of local cities concerns over the rising cost to provide street lighting services and cities' inability to control cost. Three years later, SCE announced the end of the program, but agreed to honor the program with those cities that requested a purchase price prior to August 2015 and entered into SCE's Purchase and Sale Agreement within 1-year of receiving the purchase price. In December 2014, the Western Riverside Council of Governments (WRCOG) Executive Committee directed staff to pursue the development and administration of a Regional Streetlight Program on behalf of its member jurisdictions. WRCOG for the last two years has worked with local jurisdictions, including the City of Temecula, to identify the feasibility of, and to assist with the City's acquisition of the current SCE-owned streetlights. Currently, the streetlights are a high utility cost for the City and other local jurisdictions and the cost continues to rise with rate increases. Since 2001, the SCE facilities charge component of the SCE-owned streetlight rates has increased by nearly 55%. Presently, SCE owns approximately 7,453 streetlights within the City, of which 7,354 are eligible for acquistion. The remaining 99 poles are non-sellable as these streetlights reside on SCE's electrical transmission or distribution poles. These streetlights are charged under the LS-1 Unmetered Service Company Owned System Rate Schedule. Overall, the City currently pays SCE approximately $1,175,000 per year to operate streetlights, and upon acquisition and subsequent completion of the LED conversion the annual savings the City will realize is estimated to be 60% or $705,000 per year. The ownership of the streetlight provides for an opportunity to take advantage of emerging technologies and to utilize the network of streetlights for the purpose additional services that can benefit our community and can ultimately create opportunies to generate additional revenue. The acquisition of the SCE street lights also provides the City with an opportunity to control certain costs, create revenue generation opportunities, increase public safety and assist in meeting local and statewide energy and greenhouse gas goals (AB 32 and SB 350). On February 28, 2017 the City Council adopted a resolution approving the Purchase and Sale Agreement and a No-Fee Light Pole License Agreement, and subsequently on June 13, 2017, approved Amendment No. 1 to the Agreements, in which the City agreed to proceed with the purchase of approximately 7,354 streetlights within the city limits. Once the PSA was approved and fully executed by both parties, SCE submitted an application with the California Public Utilities Commission (CPUC) requesting formal approval of the sale. On June 21, 2018, the CPUC approved the application and authorized the sale and conveyance of certain electric streetlight facilities to the City of Temecula. DISCUSSION: This report recommends the City Council Adopt a Resolution authorizing the execution of the Implementation Agreement between the Western Riverside Council of Governments (WRCOG) and the City of Temecula to implement the maintenance and repair program for streetlights, making findings that the City's actions are exempt from further review under the California Environmental Quality Act, and authorize the City Manager to execute the Agreements. The Agreement and Payment Schedule is subject to change based on total number of streetlights acquired, LED retrofit and further review and discussions with WRCOG regarding amount of Administrtive Reimbursement and On-going Administrative Fee, and City Attorney's final review and approval. Retrofit & Maintenance In March 2017, WRCOG released a Request for Proposal (RFP) for streetlight retrofit and operations and maintenance of the lighting fixtures on behalf of participating jurisdictions. After the City purchases streetlights, SCE will no longer provide operations or maintenance on the acquired streetlights. SCE will continue to maintain any of the underground wiring that connects these streetlights to SCE's grid; however, the city will own, and need to maintain and operate, the streetlight fixture and pole from the base of the pole and up. The purpose for releasing the RFP was to select a vendor that will provide cost effective retrofit and operation and maintenance needs to support the transition of current streetlight technologies (high- and low-pressure sodium vapor) lights to LED lighting; maintain and respond to streetlight knockdowns, damaged poles; keeping in account economies of scale and increasing the level of services to the participating jurisdictions. Furthermore,the selected vendor will work with WRCOG and jurisdictional staff to provide supplemental assistance with the recording documents of each streetlight, installation of housing shields, complying with all state mandated laws, and coordinating with the removal and disposal of any existing luminaire heads or hazardous materials. The WRCOG RFP Evaluation Committee (comprised of representatives from WRCOG and its financial advisors, and representatives from the Cities of Lake Elsinore, Murrieta, San Jacinto and Temecula) found Siemens Industry to have demonstrated experience in streetlight retrofit and maintenance projects, competitive pricing, and capacity to maintain and improve upon existing level of service for streetlight related tasks. The Scope of Work (SOW), as part of the Siemens Agreement, lists the services Siemens will provide to participating jurisdictions. The jurisdictions that participate in the Regional Program are also able to include its current jurisdiction-owned streetlights and signalized intersection safety lights, etc. For the duration of the contract, the services provided by Siemens will include, but are not limited to the following: Project Development/ Implementation / Routine maintenance (Pre & Post LED conversion): • Installation of streetlight identification pole tags • LED streetlight retrofits • Installation of housing shields (if necessary) • Maintenance of HPS / LPS fixtures (prior to LED installation) • Maintenance of LED streetlights • Replacement of LED streetlights • Implementation and administration of a 24/7 customer service portal • LED fixtures warranty processing • Photocell, fuse, fuse holder, hand hole cover maintenance • Quarterly review of system operations (including night check of streetlight systems) Extraordinary Maintenance: • Pole knockdown replacement (no foundation) • Pole knockdown replacement (with foundation) • Replacement of pull box lid • Graffiti abatement on poles • Replacement of overhead wiring • Painting of pole • USA Dig Alert service This contract equates to roughly $0.65 per pole per month which will be collected from participating jurisdictions on a semi-annual basis. Instead of each participating jurisdiction entering into separate agreements and having to manage a contract with Siemens, WRCOG will manage the contract with Siemens on behalf of jurisdictions. The City will enter into retrofit and maintenance agreements with WRCOG. Additionally, as part of the regional program, WRCOG will provide each City program management and administrative services that include, but are not limited to: • Administer Retrofit, Operations & Maintenance contract • CEQA support (develop resolution, Notice of Exemption template, support findings, etc.) • Promote/Market Streetlight Outage Call Center • Update jurisdictional GIS files to include streetlight acquisition and retrofit data • Develop and process incentive/rebate applications • Develop retrofit schedule and shipping logistics • Develop pole identification tags and nomenclature system • Regular reports to jurisdictions staff and Council's • Regular WRCOG Committee updates • Ongoing regulatory and legislative tracking related to streetlights and rates associated In Septemeber 2017, WRCOG issued a Request for Quotations (RFQ) to solicit suppliers interested in providing WRCOG's member jurisdictions with LED lights for relacement of jurisdiction-owned streetlights. The installation component of the LED lights was not included as part of the RFQ process. The WRCOG Evaluation Committee selected California Electric Supply to provide the GE Evolve LED Roadway fixtures following a thorough review of the technical specifications and equipment pricing. Agreements Implementation Agreement between the Western Riverside Council of Governments and the City of Temecula—This Agreement will allow Western Riverside Council of Governments to implement maintenance and repair program for streetlights as well as LED retrofit services. Environmental Determination The approval of the Regional Streetlight Program and the execution of the Implementation Agreement and related agreements for the Regional Streetlight Program is exempt from the California Environmental Quality Act("CEQK) pursuant to State CEQA Guidelines Section 15301 (Class 1), which exempts from further CEQA review the operation, repair, maintenance, and minor repair of existing public or private structures, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination, as the replacement of existing bulbs with LED bulbs does not change the use of the streetlights and is more beneficial in terms of reduced energy use and public safety; Section 15302 (Class 2), which exempts from further CEQA review the replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, as the replacement of bulbs will serve the same purpose as streetlights, and the LED bulbs would be of the same size and capacity as those being replaced since LED streetlight fixtures generally consume a fraction of the energy and produce a more efficient even-distribution of light when compared to existing non-LED streetlight systems; and Section 15303 (Class 3), which exempts from further CEQA review the installation of small new equipment and facilities in small structures, and the conversion of existing small structures from one use to another where only minor modifications are made to the exterior of the structure, as the Project involves the replacement of bulbs in existing small structures and any construction would be done as part of maintenance on the existing poles. None of the exceptions to the use of the Class 1, 2 or 3 categorical exemptions identified in State CEQA Guidelines section 15300.2 apply. The Project involves the retrofitting of approximately 48,000 light poles, but none are located in a particularly sensitive environment and therefore there would not be impacts on an environmental resource of hazardous or critical concern. The Project will not result in a cumulative impact from successive projects of the same type in the same place, over time, as the Project entails the upgrade of bulbs on all currently owned SCE fixtures within a Member Agency's jurisdiction. There are no unusual circumstances surrounding the Project that result in a reasonably possibility of a significant effect on the environment, as there are no sensitive resources on the existing pole sites and the Project does not involve structural modifications. The Project's replacement of bulbs and maintenance of existing structures will not damage scenic resources, including trees, historic buildings, rock outcroppings, or similar resources. The Project does not include any hazardous waste sites, and the Project will not cause a substantial adverse change in the significance of a historical resource as the existing poles are not considered historical resources. Thus, the categorical exemptions apply, and no further environmental review is required. Further, the execution of the Implementation Agreement for the Regional Streetlight Program will not have a significant effect on the environment, and is exempt from the requirements of an environmental impact analysis pursuant to Section 15061(b) (3) of the State CEQA Guidelines, which states that the activity is covered by the general rule that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question, the proposed Implementation Agreement, may have a significant effect on the environment, the activity is not subject to CEQA. The Project involves replacing existing light bulbs in Member Agencies' jurisdictions with LED technology bulbs. The Project does not involve an expansion of use and the LED streetlight fixtures generally would consume a fraction of the energy and produce a more efficient, even- distribution of light when compared to existing non-LED streetlight systems. To this end, the Project has the support of the Palomar Observatory. Accordingly, there is no possibility that the replacement of bulbs will have a significant effect on the environment. FISCAL IMPACT: Upon the ownership transition of streetlights from SCE to the City and subsequent LED Retrofit, the net savings is approximately $705,000 in the first year. Purchase and LED costs are reflected in the amended Fiscal Year 2018-2022 Capital Improvement Program considered under separate item. The annual cost of maintenance and repairs associated with the Professional Services Agreement with Siemens Industry, Inc., of$56,940, combined with the WRCOG Administrative Fee of $20,000 for a total of $76,940, will be offset by the savings realized in the first year and each year thereafter. ATTACHMENTS: 1. Resolution 2. Implementation Agreement RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE IMPLEMENTATION AGREEMENT BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) AND CITY OF TEMECULA TO IMPLEMENT THE RETROFIT, MAINTENANCE AND REPAIR PROGRAM FOR STREETLIGHTS ACQUIRED FROM SOUTHERN CALIFORNIA EDISON; AND MAKING FINDINGS THAT THE CITY'S ACTIONS ARE EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) REQUIREMENTS; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT SUBJECT TO CITY ATTORNEY'S FINAL REVIEW THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council finds, determines and declares that: A. Western Riverside Council of Governments (WRCOG) released a Request for Proposals (RFP) and selected Siemens Industry, Inc., to provide LED retrofit installation, operations and maintenance of streetlights to service each local jurisdiction. B. Western Riverside Council of Governments (WRCOG) issued a Request for Quotations (RFQ) for the purchase of LED light fixtures and selected California Electric Supply to provide GE Evolve LED fixtures. C. In order to facilitate both the operations and maintenance of City streetlights and the installation and purchase of LED fixtures, the City will need to enter into the Implementation Agreement with WRCOG, to be approved by this Resolution. Section 2. The City Council hereby approves that certain agreement entitled "Maintenance Agreement to Implement the Retrofit, Maintenance and Repair Program for Streetlights", between the City of Temecula and Western Riverside Council of Governments (WRCOG), and authorizes the City Manager to execute the agreement on behalf of the City in the form presented to the City Council with such non-substantive changes and completed exhibits as may be approved by the City Attorney as necessary and convenient to implement the purposes of the Agreement. Section 3. The City Manager is hereby authorized to execute the Agreement subject to City Attorney's final review. Section 4. In accordance with the California Environmental Quality Act (CEQA), the City's approval of the Agreement is exempt from CEQA and further environmental in compliance with CEQA under Section 15061 (b)(3) of the CEQA Guidelines. The proposed agreements only provide for the operation, repair, maintenance and replacement of existing light fixtures. The City is not approving any physical relocations of the street light structures. As such, there is no possibility that these activities will have a significant effect on the environment. Section 5. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of August, 2018. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August, 2018, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk MAINTENANCE AGREEMENT BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND CITY OF TEMECULA TO IMPLEMENT THE RETROFIT,MAINTENANCE AND REPAIR PROGRAM FOR STREETLIGHTS This Implementation Agreement ("Agreement") is entered into as of July 23, 2018 ("Effective Date") by and between the WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS ("WRCOG"), a joint powers authority formed under Government Code sections 6500 et seq., and City of Temecula ("CITY"), a public agency formed under the laws of the State of California. WRCOG and CITY are sometimes collectively referred to in this Agreement as the "Parties" or individually as a"Party." RECITALS WHEREAS, various cities within Riverside County and the County of Riverside (each a "Member Agency," collectively the"Member Agencies") entered into a Joint Powers Agreement on April 1, 1991 (the"JPA"), as amended from time to time, to form WRCOG; and WHEREAS, Article I of the JPA permits WRCOG to execute this Agreement for the purpose of authorizing WRCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare; and WHEREAS, over the course of 2016 and 2017, WRCOG negotiated a template purchase and sale agreement, and other associated agreements, with Southern California Edison ("SCE") to permit Member Agencies and CITY to acquire streetlights from SCE; and WHEREAS, CITY desires to acquire such streetlights from SCE and install, retrofit such lights with certain energy efficiency improvements; and WHEREAS, WRCOG and CITY believe that economies of scale can be achieved if maintenance, repair, retrofitting and replacement services of streetlights were provided to several of the Member Agencies and CITY under one or more agreements which would be administered by WRCOG; and WHEREAS, WRCOG has the power to enter into an agreement for the maintenance, repair, retrofitting and replacement of streetlights in their jurisdictions and administer such agreement; and WHEREAS, WRCOG and CITY desire to enter into this Agreement in order to authorize WRCOG to enter into one or more agreements with third party providers for the provision of maintenance, repair, retrofitting and replacement services of streetlights and acquisition of retrofit equipment on behalf of CITY within CITY's jurisdiction and administer such agreements ; and WHEREAS, the Executive Committee of WRCOG and the City Council of CITY have each authorized WRCOG and CITY, respectively, to enter into this Agreement; and 09959.00000\31290291.2 1 NOW, THEREFORE,the Parties hereby understand and agree as follows: AGREEMENT 1. Maintenance,Repair, and Access 1.1 WRCOG has entered into that certain Amended and Restated Western Riverside Council of Governments Professional Services Agreement with Siemens Industry, Inc. (the "Professional Services Agreement"), which is attached hereto incorporated herein as Exhibit A, for the provision of retrofitting services and regular maintenance and repair services(the"Services"). 1.2 WRCOG shall cause the Services to be performed to conduct activities on an as required basis. Non-emergency and emergency maintenance may be performed at CITY's request, but will be subject to the provisions of Section 4 of this Agreement. CITY shall make payment to WRCOG for such Services as set forth in Section 2 hereof. 1.3 WRCOG shall provide streetlight system reviews and reports including a summary of system activities on an annual basis. 1.4 In addition, WRCOG has entered into that certain Equipment Purchase Agreement with California Electric Supply (the "Equipment Purchase Agreement") for the purchase of all equipment associated with the retrofitting of the streetlights (the "Equipment"), which is attached hereto and incorporated herein as Exhibit B. 1.5 WRCOG shall cause the Equipment to be purchased on behalf of CITY pursuant to the Equipment Purchase Agreement and CITY shall make payment to WRCOG for such Equipment as set forth in Section 2 hereof. 1.6 Additionally, WRCOG shall enter into a future agreement(the "Re-lamping Services Agreement") to provide capital replacement services for such streetlighting, otherwise known as "Re-lamping Services." Re-tamping Services may be provided under the Professional Services Agreement, through amendment to the Professional Services Agreement, or through a separate agreement. 1.7 In order for the contractors to perform the Services and Re-lamping Services, CITY hereby grants to WRCOG a no-cost license and right to access the streetlights and adjacent CITY properties and rights-of-way for the sole purpose of performing the services under this Agreement. This license and right-of-access shall run concurrently with the Agreement. Notwithstanding the foregoing, "COG will require its contractors performing the Services and Re-lamping Services to follow CITY's encroachment and right-of-way access procedures. In complying with these procedures, CITY shall not charge the contractors a fee and will not unreasonably delay or deny the contractors access to the streetlights and adjacent CITY properties and rights-of-way. 1.8 CITY understands and agrees that WRCOG intends to retain one or more contractor (or contractors) for the performance of the Services and the Re-lamping Services and vendor for the acquisition of the Equipment. WRCOG shall take all necessary steps to ensure CITY holds the right to enforce the terms of WRCOG's agreement with said contractor (or contractors) and/or vendor as it pertains to the Services and the Re-lamping Services and the acquisition of the 09959.00000\31290291.2 2 Equipment, respectively, rendered in CITY's jurisdiction. In retaining said contractor(s), WRCOG shall comply with all applicable laws, including any applicable public bidding requirements. 1.9 Insurance. "COG shall require that its contractors or subcontractors retained for the Services in furtherance of WRCOG's performance of its obligations under this Agreement ("Contractor(s)") shall procure and maintain, at their sole cost and expense during the entire term of any agreement including any extension thereof, the following minimum policies of insurance: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (b) Minimum Limits of Insurance. Contractors shall maintain limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to any such agreement between WRCOG and the Contractor/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $5,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$5,000,000 per accident for bodily injury or disease. (c) Professional Liability. Contractors shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to any agreement between WRCOG and the Contractor and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractors. "Covered Professional Services" as designated in the policy must specifically include work performed under such agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. (d) Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractors shall provide endorsements on forms supplied or approved by "COG to add the following provisions to the insurance policies: (1) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this such 09959.00000\31290291.2 3 agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement between WRCOG and the Contractor. (iii) The policy shall give WRCOG, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory"and will not seek contribution from WRCOG's or any CITY's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (2) Automobile Liability. (i) The automobile liability policy shall be endorsed to state that: (1) WRCOG, its Member Agencies, CITY, and WRCOG's, its Member Agencies, and CITY's directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractors or for which the Contractors are responsible; and (2) the insurance coverage shall be primary insurance as respects "COG, its Member Agencies, CITY, and WRCOG's, its Member Agencies, and CITY's directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its Member Agencies, and CITY, and WRCOG's, its Member Agencies, and CITY's directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (3) Workers' Compensation and Employers Liability Coverage. (i) Each Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under the Agreement between WRCOG and the Contractor. (ii) The insurer shall agree to waive all rights of subrogation against WRCOG, its Member Agencies, CITY, and WRCOG's, its Member Agencies, and CITY's directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. 09959.00000\31290291.2 4 (4) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. (iii) The limits of insurance required in any agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of WRCOG and CITY (if agreed to in a written contract or agreement) before WRCOG's or CITY's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractors shall provide WRCOG at least thirty (30) days prior written notice of cancellation of any policy required by the agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of the agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of the agreement with the Contractor. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under the agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of the agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of the agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by WRCOG, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to the agreement with the contractor, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the agreement with the Contractor, any policy of insurance required under such agreement does not comply with these specifications or is canceled and not replaced, WRCOG and CITY have the right but not the duty to obtain the insurance they deems necessary and any premium paid by 09959.00000\31290291.2 5 WRCOG and/or CITY will be promptly reimbursed by Contractor or WRCOG will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, WRCOG may cancel the agreement with the Contractor. "COG may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither WRCOG, its Member Agencies, CITY nor WRCOG's, its Member Agencies' or CITY's directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of the agreement with the Contractor. (e) Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to "COG, its Member Agencies and CITY, and WRCOG's, its Member Agencies and CITY's directors, officials, officers, employees, agents and volunteers. (f) Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Contractor shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its Member Agencies and CITY and WRCOG's, its Member Agencies' and CITY's directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. (g) Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and satisfactory to WRCOG and CITY. (h) Verification of Coverage. Contractor shall furnish WRCOG and CITY with original certificates of insurance and endorsements effecting coverage required by the agreement with Contractor on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by"COG before work commences. WRCOG reserves the right to require complete, certified copies of all required insurance policies, at any time. (i) Subconsultant Insurance Requirements. Contractor shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to "COG that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name WRCOG, its Member Agencies and CITY and WRCOG's, its Member Agencies' and CITY's directors, officials, officers, employees, agents and volunteers as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, WRCOG may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 09959.00000\31290291.2 6 1.10 Indemnification. WRCOG shall cause Contractors responsible for the performance of the Services to defend, indemnify and hold the WRCOG, its Member Agencies, and CITY and WRCOG's, its Member Agencies and CITY's officials, officers, consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or the Agreement between WRCOG and the Contractor, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against WRCOG, its Member Agencies, and CITY and WRCOG's, its Member Agency's and CITY's directors, officials, officers, consultants, employees, agents or volunteers. Contractors shall pay and satisfy any judgment, award or decree that may be rendered against WRCOG, its Member Agencies, and WRCOG's, its Member Agencies, and CITY's directors, officials, officers, consultants, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractors shall reimburse WRCOG, its Member Agencies, and CITY and WRCOG's, its Member Agencies and CITY's directors, officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractors's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by "COG, its Member Agencies, and CITY and WRCOG's, its Member Agencies and CITY's directors, officials, officers, consultants, employees, agents or volunteers. WRCOG shall ensure that the indemnification survives the expiration or termination of any agreement with the Contractors. Notwithstanding the foregoing, WRCOG may include a provision in any agreement with the Contractors noting that, to the extent the Services are subject to Civil Code Section 2782.8, the indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractors. 1.11 Surety Bonds. For the Services, "COG shall secure from its Contractor(s), a payment and performance bond ("Surety Bond") executed by a surety company authorized to do business in the State of California, having a financial strength rating by A.M. Best Company of "A=' or better, and otherwise satisfactory to the applicable CITY as a co obligee in a sum equal to the entire amount to become payable under the agreement with its Contractor(s) for the applicable CITY. Each bond shall be conditioned on the completion of the Services for the applicable CITY and upon payment of all claims of subcontractors and suppliers. WRCOG shall cause the Contractor to require the surety company to add WRCOG as a co obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to WRCOG promptly upon receipt thereof by the Contractor. WRCOG shall promptly thereafter share a copy with the applicable CITY. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Contractor(s)'s obligations in accordance with the related agreement(s) and, if for whatever reason such proceeds are not so applied, then any remaining amounts shall be payable to the applicable CITY. 09959.00000\31290291.2 7 2. CITY Payments 2.1 CITY shall make all payments to WRCOG in the amounts and at the times as set forth in Payment Schedule in Exhibit C (the "Payment Schedule") attached hereto and incorporated herein. Payments shall be made by CITY to WRCOG by wire transfer as follows: [to be determined] 2.2 CITY shall make payment to WRCOG in an amount sufficient to pay the costs of the Equipment at the times and amounts set forth under the column entitled "Equipment Costs" in the Payment Schedule. 2.3 CITY shall make payments in an amount sufficient to pay the amount of the administrative fees due and payable to WRCOG under this Agreement at the times and in the amounts set forth under the column titled"Administrative Fee" in the Payment Schedule. 2.4 CITY shall make payments to WRCOG with respect to the Services provided by WRCOG, at the times and in the amounts in accordance with the column titled "Annual Maintenance," in the Payment Schedule. 2.5 CITY hereby grants WRCOG the authority to make payments as required under the Professional Services Agreement, and Equipment Purchase Agreement. WRCOG shall maintain records of payment relating to expenditures from such funds and make such records available to CITY upon request. 3. Initial Cut-Over Process and Installation of LED Lights Upon transfer of the streetlights to CITY, pursuant to the Pole Agreement, WRCOG shall coordinate and manage the cut-over process involving the removal of SCE tags and replacement with new tags for tracking purposes. WRCOG shall also coordinate and manage the retrofitting of the streetlights identified in Section I of this Agreement with approved LED luminaires. The costs associated with this process shall be paid by CITY in accordance with Section 2.2 hereof. 4. Emergency Maintenance WRCOG shall perform, only at the express request of CITY, emergency maintenance activities for the streetlights identified in Section 1 of this Agreement. Emergency maintenance performed under the Services Agreement pursuant to this Section shall be charged to CITY directly on a reasonable time and materials basis. When emergency maintenance services are provided hereunder, WRCOG shall submit to CITY a monthly invoice by the 15th of the month immediately following the month in which the services were performed. CITY shall then pay said invoice in full within thirty(30) days following its receipt of the invoice. 5. Term,Termination,and Default 5.1 This Agreement shall commence on the Effective Date set forth above and continue in perpetuity unless and until otherwise modified or terminated by any Party under the terms of this Agreement. 09959.00000\31290291.2 8 5.2 Upon an event of non-appropriation pursuant to Section 5.3 hereof or written notice of not less than one fiscal year, either Party may terminate this Agreement without cause. Termination shall not relieve the Party of its proportionate share of any debts or other liabilities incurred under this Agreement prior to the effective date of the Party's notice of termination. 5.3 If any payment due from CITY is not received by WRCOG when due, CITY shall pay an administrative late charge of five percent (5%) of the amount paid or the maximum amount permitted by law, whichever is less. CITY's obligations to provide payments under this Agreement is subject to CITY's annual budget process and the making of necessary budget appropriations in the fiscal year in which CITY would pay the obligations. In the event the governing body of CITY does not make a budgetary appropriation for the payments under this Agreement for an upcoming fiscal year, CITY shall notify WRCOG within 5 days of such decision to not appropriate, and this Agreement shall be terminated as of the commencement on such upcoming fiscal year. 5.4 So long as this Agreement is not terminated pursuant to Section 5.3 hereof, if any payment due from CITY under this Agreement is not received by WRCOG within 10 days of the due date, the amount shall bear interest at 5.00% annually. The Parties agree that this late charge represents a fair and reasonable estimate of the administrative costs that WRCOG will incur by reason of a late payment by CITY. Acceptance of any late payment charge shall not constitute a waiver from exercising any of the other rights and remedies available to WRCOG under this Agreement, at law or in equity, including, but not limited to, any interest charges imposed herein. Furthermore, if CITY has not made any payment due under this Agreement within thirty (30) days following the due date, WRCOG may terminate this Agreement for cause. Termination of this Agreement by WRCOG for cause shall not relieve CITY of its proportionate share of any debts or other liabilities incurred under this Agreement prior to the effective date of the WRCOG's notice of termination. 6. Environmental Review WRCOG shall be the lead agency under the California Environmental Quality Act for any environmental review that may be required under this Agreement. 7. Cooperative Effort CITY shall cooperate with WRCOG by providing information and other assistance in order for WRCOG to meet its obligations hereunder. 8. Miscellaneous Provisions 8.1 Notice. Any and all communications and/or notices in connection with this Agreement shall be either hand-delivered or sent by United States first class mail, postage prepaid, and addressed as follows: 09959.00000\31290291.2 9 WRCOG: Western Riverside Council of Governments 4080 Lemon Street, 3rd Floor. MS 1032 Riverside, CA 92501-3609 Attn: Executive Director CITY: City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Manager 8.2 Entire Agreement. This Agreement, together with the JPA and WRCOG By-laws, constitutes the entire agreement among the Parties. This Agreement supersedes any and all other agreements, either oral or in writing, among the Parties with respect to the subject matter hereof and contains all of the covenants and agreements among them with respect to said matters, and each Party acknowledges that no representation, inducement, promise of agreement, oral or otherwise, has been made by the other Party or anyone acting on behalf of the other Party that is not embodied herein. 8.3 Successors and Assigns. This Agreement and each of its covenants and conditions shall be binding on and shall inure to the benefit of the Parties and their respective successors and assigns. A Party may only assign or transfer its rights and obligations under this Agreement with prior written approval of the other Party, which approval shall not be unreasonably withheld. 8.4 Attorney's Fees. If any action at law or equity, including any action for declaratory relief is brought to enforce or interpret the provisions of this Agreement, each Party to the litigation shall bear its own attorney's fees and costs. 8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, as applicable. Venue shall be in Riverside County. 8.6 No Third Party Beneficiaries. This Agreement shall not create any right or interest in the public, or any member thereof, as a third party beneficiary hereof, nor shall it authorize anyone not a Party to this Agreement to maintain a suit for personal injuries or property damages under the provisions of this Agreement. The duties, obligations, and responsibilities of the Parties to this Agreement with respect to third party beneficiaries shall remain as imposed under existing state and federal law. 8.7 Severability. In the event one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, such portion shall be deemed severed from this Agreement and the remaining parts of this Agreement shall remain in full force and effect as though such invalid, illegal, or unenforceable portion had never been a part of this Agreement. 09959.00000\31290291.2 10 8.8 Headings. The paragraph headings used in this Agreement are for the convenience of the Parties and are not intended to be used as an aid to interpretation. 8.9 Amendment. This Agreement may be modified or amended by the Parties at any time. Such modifications or amendments must be mutually agreed upon and executed in writing by both Parties. Verbal modifications or amendments to this Agreement shall be of no effect. IN WITNESS WHEREOF, THE PARTIES HERETO have executed this Agreement to be in effect as of the date last signed below. WRCOG City of Temecula Western Riverside Council of Governments By: By: Executive Director Aaron Adams City Manager Date: Date: ATTEST: By: Randi Johl City Clerk APPROVED AS TO FORM: By: General Counsel 09959.00000\31290291.2 I 1 EXHIBIT A Professional Services Agreement 09959.00000131290291.2 A-I EXHIBIT B Equipment Purchase Agreement 09959.000001312902912 B-1 EXHIBIT C Payment Schedule Equipment Administrative Annual Date Costs Fee Maintenance 09959.00000131290291.2 C-1 AMENDED AND RESTATED WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Amended and Restated Agreement is made and entered into this �21 day of March, 2018 ("Effective Date"), by and between the Western Riverside Council of Governments, a California public agency (""COG") and SIEMENS INDUSTRY INC., INTELLIGENT TRAFFIC SYSTEMS ("Consultant"). WRCOG and Consultant are sometimes individually referred to as"Party"and collectively as"Parties." 2. DEFINITIONS,INCORPORATED DOCUMENTS,AND RECITALS. 2.1 Original Agreement On or about December 18, 2017, the Parties entered into that certain Professional Services Agreement for professional services for the Project (as defined herein) ("Original Agreement"). Parties now desire to amend and restate the Original Agreement to include additional language requested by the lender to the Member Agencies (as defined herein) consistent with that Equipment Lease/Purchase Agreement entered into between each Member Agency and Banc of America Leasing & Capital, LLC (together with its successors and assigns, "Lessor") in order to finance the acquisition; installation and retrofitting of streetlights within the Member Agency's jurisdiction (as amended, the "Lease Agreement"). The Parties expressly hereby agree that the Lease Agreement is not being incorporated into this Agreement and shall not be deemed a part of this Agreement. 2.2 Member Agency. "Member Agency" means any and all member agencies participating in WRCOG's street light program in accordance with an Implementation Agreement. The following local agencies are Member Agencies for the purposes of this Agreement: • City of Eastvale • City of Moreno Valley • City of Hemet • City of Murrieta • Jurupa Community • City of Perris Services District • City of San Jacinto • City of Lake Elsinore • City of Temecula • City of Menifee • City of Wildomar 2.3 Incorporated Documents. 2.3.1 Request for Proposal. The Request for Proposal No. 17-04 ("RFP") issued by WRCOG on March 10, 2017 and the Consultant's response to the RFP dated May 11, 2017 are incorporated herein by this reference. 1 2.3.2 Appendices and Exhibits. Each Member Agency shall execute its own Appendix, which shall cover the following for that Member Agency: Scope of Services (Exhibit A), Schedule of Services (Exhibit B), and Compensation (Exhibit C). The following Appendices, including their Exhibits, are attached hereto and incorporated herein by this reference: • Appendix 1 —City of Eastvale • Appendix 2—City of Hemet • Appendix 3—Jurupa Community Services District • Appendix 4—City of Lake Elsinore • Appendix 5—City of Menifee • Appendix 6—City of Moreno Valley • Appendix 7—City of Murrieta • Appendix 8—City of Perris • Appendix 9—City of San Jacinto • Appendix 10—City of Temecula • Appendix 11 —City of Wildomar 2.4 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by WRCOG and its Member Agencies on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing LED street light installation and ongoing operations and maintenance of street light systems, is licensed in the State of California,and is familiar with the plans of WRCOG and its Member Agencies. 2.5 Project. WRCOG desires to engage Consultant to render such professional services for the installation of LED street lights and the ongoing operations and maintenance of the street light systems for Member Agencies. ("Project")as set forth in this Agreement and the RFP. 3. TERMS. 3.1 Scope of Services and Term. 2 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to WRCOG and the applicable Member Agencies all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform LED street light installation and ongoing operations and maintenance of street light systems necessary for the Project("Services"). The Services are more particularly described in the RFP and in Exhibit"A" to each Appendix attached hereto and incorporated herein by reference, and which are stated in the proposal to WRCOG and approved by WRCOG's Executive Committee. All Services shall be subject to, and performed in accordance with, this Agreement, the appendices and exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from the Effective Date to December 1, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. WRCOG shall have the option to extend the term of this Agreement for two (2) additional one (1) year periods ("Option Term") by notifying Consultant in writing prior to the end of the term of this Agreement, or any then-current Option Term, of its election to so exercise its option. The Option Term may be exercised by WRCOG on behalf of all or any number of Member Agencies, subject to prior written approval from the relevant Member Agency with respect to the extension of its respective Appendix. Compensation for work during any Option Term shall be at the rates set forth in Exhibit "C", but otherwise all other terms and obligations of this Agreement shall continue to apply during any Option Term. 3.1.3 Assignability of Agreement. WRCOG reserves the right to assign this Agreement to other entities, subject to prior written approval from the relevant Member Agency with respect to an assignment of its respective Appendix. Assignment(s) will be subject to the same terms and conditions included in this Agreement. Other entities shall negotiate the pricing for the Services and supplies with the Consultant and include necessary provisions for management of their specific projects. WRCOG shall have no responsibility for the Consultant's performance under any assignments. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. WRCOG retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of WRCOG or any Member Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3 3.2.2 Schedule-of Services. Consultant shall perform the Services for WRCOG and the applicable Member Agencies expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" to each Appendix attached hereto and incorporated herein by reference. Consultant understands and agrees that in the event that the schedule for delivery of Services to any Member Agency, as identified in Exhibit `B" to any Appendix, is delayed, for any reason whatsoever including through the fault of WRCOG or the Member Agency, the delay shall not be used as a reason for delay on the part of the Contractor in meeting the schedule for delivery of Services to any other Member Agency. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, WRCOG and the applicable Member Agency shall respond to Consultant's submittals in a timely manner. Upon request of WRCOG or any Member Agency, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of WRCOG and the applicable Member Agency. 3.2.4 Substitution of Kev Personnel. Consultant has represented to WRCOG that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of WRCOG. In the event that WRCOG and Consultant cannot agree as to the substitution of key personnel, WRCOG shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to WRCOG, or who are determined by the WRCOG to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the WRCOG. The key personnel for performance of this Agreement are as follows: Alex Valenti, Bryan Berlin, Candace Gallaher, Michael Hutchens and Steven Teal. 3.2.5 WRCOG's Representative. %kRCOG hereby designates Rick Bishop, or his or her designee, to act as its representative for the performance of this Agreement ("WRCOG's Representative"). WRCOG's Representative shall have the power to act on behalf of WRCOG for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than WRCOG's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Steven Teal, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 4 3.2.7 Coordination of Services. Consultant agrees to work closely with WRCOG staff in the performance of Services and shall be available to WRCOG's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from WRCOG or any Member Agency, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by WRCOG or the applicable Member Agency to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to WRCOG or the applicable Member Agency, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to WRCOG, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold WRCOG, its Member Agencies, and WRCOG's and the Member Agencies' officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence the Services under this Agreement until it has provided evidence satisfactory to WRCOG that it has secured all insurance required under this section, in a form and with insurance companies acceptable to WRCOG. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to WRCOG that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to 5 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage(form CA 0001,code I (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)Automobile Liability $5,000,000 per accident for bodily injury and property damage;and (3) Workers'Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$5,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services,errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by WRCOG to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (l) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage;and (9) Independent Consultants Coverage. 6 (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. (iii) The policy shall give WRCOG, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01,or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from WRCOG's or any Member Agency's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. (i) The automobile liability policy shall be endorsed to state that: (1) "COG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors,officials,officers, employees,agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. 7 (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement,or a waiver of any coverage normally provided by any insurance. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of WRCOG and each Member Agency (if agreed to in a written contract or agreement) before WRCOG's or any Member Agency's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a"following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide WRCOG at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10)days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by WRCOG, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, WRCOG and its Member Agencies have the right but not the duty to obtain the insurance they deems necessary and any premium paid by "COG and its Member Agencies will be promptly reimbursed by Consultant or WRCOG (and the applicable Member Agency) will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, WRCOG may cancel this Agreement. WRCOG may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither "COG, its Member Agencies, nor WRCOG's or its Member Agencies' directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 8 3.2.10.5 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to WRCOG, its Member Agencies,and WRCOG's and its Member Agencies' directors, officials, officers,employees,agents and volunteers. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Consultant shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, agents and volunteers;or(2)the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs,claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than ANII, licensed to do business in California, and satisfactory to WRCOG and each Member Agency. 3.2.10.8 Verification of Coverage. Consultant shall furnish WRCOG and each Member Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by WRCOG before work commences. WRCOG reserves the right to require complete,certified copies of all required insurance policies, at any time. 3.2.10.9 Subconsuhant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to "COG that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, agents and volunteers as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, WRCOG may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.2.11 aafety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or 9 injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Surety Bonds. Consultant shall provide each Member Agency with a payment and performance bond("Surety Bond") executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of"A-"or better, and otherwise satisfactory to the Member Agency and naming the Member Agency as a co- obligee in a sum equal to the entire amount to become payable under the Appendix to this Agreement applicable to the Member Agency. Each bond shall be conditioned on the completion of the Services for that Member Agency and upon payment of all claims of subconsultants and suppliers. Consultant shall cause the surety company to add WRCOG and Banc of America Leasing &Capital LLC as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to WRCOG and Banc of America Leasing & Capital LLC promptly upon receipt thereof by Consultant. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Consultant's obligations in accordance with this Agreement and all Appendices and, if for whatever reason such proceeds are not so applied, then first to amounts due Lessor (as defined in the Lease Agreement) pursuant to Section 4.05 and 7.04 of the Lease Agreement, and any remaining amounts shall be payable to Lessee(as defined in the Lease Agreement). 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C"to each Appendix attached hereto and incorporated herein by reference. The total compensation shall not exceed Five Million Nine Hundred Thirteen Thousand Seventy-Three Dollars ($5,913,073) over a five year contract period without written approval of WRCOG's Executive Director and the applicable Member Agency. Extra Work may be authorized, as described below;and if authorized,said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to WRCOG a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. At a minimum, Consultant shall provide a statement with sufficient detail to enable WRCOG or the Member Agency to make payment to Consultant from the appropriate account in accordance with the Paying Agent Agreement(as defined in the Lease Agreement) and/or Escrow Agreement (as defined in the Lease Agreement), as applicable (i.e., retrofit specific costs to be identified separately from other Services under this Agreement). WRCOG shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by WRCOG. 3.3.4 Extra Work. At any time during the term of this Agreement, WRCOG may request that Consultant perform Extra Work. As used herein, "Extra Work" means any 10 work which is determined by WRCOG to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from WRCOG's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Sections 1720, et LN., and 1770, et§gq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable"public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. WRCOG shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the WRCOG, its Member Agencies, and "COG's and its Member Agencies' elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of"COG or any applicable Member Agency during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. "COG may, subject to prior written approval from the relevant Member Agency and by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In addition,each Member Agency may, by written notice to WRCOG and Consultant, terminate its Appendix to this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven(7)days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to WRCOG or the applicable Member Agency, and Consultant shall be 11 entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, WRCOG may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen(15)days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, WRCOG and its Member Agencies may procure, upon such terns and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: 9225 Bee Cave Road, Building B, Suite 101 Austin,TX 78733 Attn: Steven Teal Facsimile: (512)421-6617 WRCOG: Western Riverside Council of Governments 4080 Lemon Street,3rd Floor,MS 1032 Riverside, CA 92501 Attn: Rick Bishop Facsimile: (951)787-7991 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Inspection of Installation Data and Maintenance Records. 3.5.3.1 During the course of this Agreement, and upon reasonable advance notice and during normal business hours, WRCOG and its Member Agencies may inspect and examine the installation data and maintenance records specifically created or collected by Consultant under this Agreement. Upon termination or expiration of this Agreement, Consultant will provide to WRCOG and its Member Agencies the installation data and maintenance records specifically created or collected by Consultant under this Agreement. The installation data and maintenance records shall include all final installation data, customer service reports and inquiry activity, and maintenance records, but shall not be deemed to include any proprietary, confidential, or protected information, programs, platforms,and/or materials of Consultant. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Consultant in 12 connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of WRCOG and the relevant Member Agency, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known,to the related industry shall be deemed confidential. Consultant shall not use WRCOG's or any Member Agency's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of WRCOG or the applicable Member Agency. 3.5.3.3 Infringement Indemnification. Consultant shall defend, indemnify and hold WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by WRCOG or any Member Agency of the Documents& Data, including any method, process, product,or concept specified or depicted. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' officials, officers, consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, consultants, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against WRCOG, its Member Agencies, and X RCOG's and its Member Agencies' directors, officials, officers, consultants, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse WRCOG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys fees, incurred by each of them in connection therewith or in 13 enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by "COG, its Member Agencies, and WRCOG's and its Member Agencies' directors, officials, officers, consultants, employees, agents or volunteers. This section shall survive any expiration or termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to,or relate to the negligence, recklessness, or willful misconduct of the Consultant. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 Right to Employ Other Consultants. WRCOG reserves the right for itself and its Member Agencies to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law,this Agreement or any interest herein without the prior written consent of WRCOG, subject to prior written approval from each applicable Member Agency to the extent such assignment, hypothecation or transfer could impact such Member Agency's Appendix. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction,References,Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any tern referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to WRCOG include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. All references to Member Agencies include their elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 14 3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties, subject to prior written approval from each applicable Member Agency to the extent such supplement, modification, or amendment impacts such Member Agency's Appendix. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom,estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties with the exception of the Member Agencies, which are expressly considered to be third party beneficiaries and are entitled to enforce any and all rights and remedies held by the Member Agency itself or by WRCOG under this Agreement. 3.5.17 Invalidity, Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee,commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, WRCOG shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of WRCOG, during the tern of his or her service with WRCOG, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Egual Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any WRCOG's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder,Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute,deliver, and perform the Agreement. Each Party 15 warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of WRCOG, subject to prior written approval from the applicable Member Agency to the extent such work relates to such Member Agency's Appendix. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [SIGNATURES ON FOLLOWING PAGE] 16 SIGNATURE PAGE TO AMENDED AND RESTATED WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF,the Parties hereby have made and executed this Amended and Restated Agreement as of the date first written above. WESTERN RIVERSIDE COUNCIL SIEMENS INDUSTRY INC., OF GOVERNMENTS INTELLIGEN FIC SYSTEMS By: v By: Rick Bishop Executive Director Title: Marcus Welz.CEO APPROVE IIDM 'O F RM: ATTEST: By: By: •�- Gee/ger / Be a B LLP Title: David Buchfuehrer.CFO ' A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board,the president or any vice president and the second signature(on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators,evidence of signature authority shall be provided to WRCOG. 17 APPENDIX#_ [***MEMBER AGENCY NAME***] This Appendix #_ to Agreement ("Appendix") by and between WRCOG, Consultant, and [***MEMBER AGENCY ***] ("Member Agency") is made and entered into this _ _ day of ,201_. WRCOG,Consultant, and Member Agency are referred to herein as Parties. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the Professional Services Agreement between WRCOG and Consultant dated with the exception of the term Member Agency, which for the purposes of this Appendix #_ will refer to [***MEMBER AGENCY NAME***] only. 2. Agreement Incorporated. The terms and provisions of the Agreement are hereby incorporated into this Appendix. 3. Member Agency Exhibits. The Parties hereby agree that the Scope of Services, Schedule of Services, and Compensation for the Project as it relates to Member Agency are defined specifically in Exhibits A, B, and C, attached hereto and incorporated herein by this reference. IN WITNESS VVI IEREOF, the Parties hereby have made and executed this Appendix as of the date first written above. WRCOG Consultant By: - - By: [Insert Name, Insert Title] [Insert Name, Insert Title] APPROVED AS TO FORM: By: By: _ [Insert Name, Insert Title] General Counsel Member Agency By: — [Insert Name, Insert Title] ATTEST: By: — -- - - ---- - City Clerk APPROVED AS TO FORM: By: - City Attorney Appendix 1 –[***MEMBER AGENCY NAME**] EXHIBIT"A" SCOPE OF SERVICES Siemens Intelligent Traffic System proposes the following scope of work for services related to the street lights located in the Western Riverside Council of Governments (WRCOG) subregion These services include the turnkey services related to installation of LED street lights and the ongoing operations and maintenance of the street light systems for member jurisdictions. These services are extended to the street lights currently owned by the member jurisdictions, those to be purchased from Southern California Edison and any additional assets that are installed within the contract period. Siemens extends this contract for 5 years for date of execution, with the option for additional extension if agreed upon by all parties. All services included in the Scope of Services will be billed per the rates outlined in Exhibit C. Project Development The Project Development phase includes several key elements that must take place for member jurisdictions to effectively acquire street lights from Southern California Edison (SCE), efficiently convert to LED technology and begin operating and maintaining the system. 1. SCE Coordination- Facilitate the "Cut-Over" Process with SCE Siemens will assist WRCOG and member jurisdictions in communication and scheduling with Southern California Edison representatives during the acquisition phase. Siemens will coordinate the development of an agreed upon schedule and geographic plan for the associated field work and cutover of assets from SCE to member jurisdictions. Specific scope includes: • Participation in SCE calls • Develop cut over schedule and work flow with SCE subcontractors • Provide review of"fielding"data from SCE and associated subcontractors • Update Street light database to include new street lights previously not included in valuations and other associated data corrections/modification/additions. • Track billing adjustments from SCE as street lights are acquired • Support WRCOG and its member jurisdictions with the Inventory, Inspection and Transition Activities as identified in the City's Purchase and Sales Agreement (Agreement) with SCE 2. Street light pole tagging and field verification Siemens will install street light pole tags during the installation of the LED street light fixture. The tags will either be furnished by WRCOG, member jurisdiction or by Siemens. The associated pole tags will be designed and approved with jurisdiction/regional street light numbering sequence by WRCOG and/or jurisdiction staff. Siemens will install pole tags and update the web based WRCOG database of information for each pole, referencing the associated pole number. Siemens will verify street light asset attributes during the LED installation utilizing the web based WRCOG database. The information to be reaffirmed in the database upon conversion shall Appendix 1 —[`MEMBER AGENCY NAME***]—Exhibit A include condition of asset, GPS coordinates for each asset, pole type, pole height, arm length. luminaire type, wattage, lamp type, voltage, general pole condition, service feed type: overhead or underground, city and SCE pole structure number(in the case the numbers are different) and description of point of demarcation between jurisdiction and SCE facilities. 3. Procurement Support- LED Material Selection and Design (optional) Siemens can provide support in the process of selecting and procuring fixtures for the project and provide recommendations to the City for final approval. This service includes identifying material vendors. soliciting proposals from vendors and performing a detailed evaluation of material proposals submitted. Fixture selection is typically based on a variety of factors that ultimately will lead to identification of the best solution for the customer. Some of the factors considered are: • Fixture efficiency • Demonstrated durability • Material cost • Availability/production lead times • Design functionality • SCE rebate eligibility • Life-cycle cost Concurrent with the evaluation of fixture alternatives, Siemens can provide additional design support. This includes evaluating basic standard lighting configurations which exist on various street types throughout a jurisdiction. This includes reviewing current existing light levels, performing photometric analysis and recommended replacement fixture standards to apply throughout the conversion process. The process of ordering and staging replacement LED fixtures will be greatly aided by establishing these conventions. These services will be billed at a time and material basis per the labor rates outlined in Exhibit C. In the event that Siemens provides procurement services, Siemens will waive the fees associated with this service. Project Implementation The implementation phase addresses the various tasks needed to convert each newly acquired street light with a suitable LED fixture and process all data, billing and rebate applications. Siemens will develop a City specific project plan which will include pre-construction meetings, staging of material, installation, and other acquisition and retrofit project milestones. 1. Procurement Support-LED Material Purchasing (optional) Siemens can direct purchase associated material for the project as approved by the WRCOG and member jurisdiction. This procurement support extends to all associated materials, such as LED fixtures, photocells, pole tags, lighting controls, poles, mast arms and all other associated street light system components. Siemens can receive, warehouse and manage all material prior to installation and process all warranty information with manufacturers as needed. Warranty Appendix 1 —[***MEMBER AGENCY NAME***]—Exhibit A information will be retained by Siemens with appropriate copies provided to the member jurisdiction for future use. 2. LED Fixture Installation Siemens will coordinate and complete all aspects of the conversion of HID fixtures to LED fixtures. This includes coordinating with WRCOG staff regarding procurement, receiving materials at a jurisdiction facility during typical working hours, providing equipment and labor for the complete installation of LED fixture and associated materials and field update of WRCOG provided web based GIS database. Prior to beginning conversion efforts, Siemens will coordinate all traffic control requirements with the member jurisdiction to gain approval for approved methods for various street configurations, including allowable working hours on arterials, in commercial areas and in residential neighborhoods. MUTCD standards will be adhered to. Installation progress will be tracked on a daily basis by the project's Siemens Field Supervisor and Project Manager, and a brief status report that includes project status and any current issues will be provided to WRCOG and the jurisdiction on a weekly basis. 3. House Side Shield Installation Siemens will install manufacturer approved house-side shields on LED street lights, as instructed by member jurisdiction. All requests for shields will be reviewed and approved by member jurisdiction staff prior to installation. Siemens can collaborate with member jurisdiction on specific strategies for implementing house side shields during the LED conversion. Siemens will install house-side shield on up to 10% of new LED street lights upon request, within the first year. Full cost of material and labor included in retrofit costs. Siemens recommends that house side shields for LEDs be installed at sites where HPS fixtures currently have them. The like-for-like replacement can increase customer satisfaction and reduce the amount of visits to the same location. 4. HID Fixture Disposal Siemens will be responsible for all fixture disposal and recycling. Disposal of existing luminaries and any other discarded materials will follow all applicable California Recycle and Disposal Laws. Siemens will produce a recycling plan, to be approved by the member jurisdiction. Following disposal. a manifest of disposal will be provided to the member jurisdiction, that specifies what was recycled, what was sent to the landfill, and how hazardous material was disposed of. Siemens reserves the right to select disposal and recycling firms. This includes use of approved bins and locations for temporary holding locations of fixtures, etc. All disposal costs, fees, etc. are included in the retrofit costs. 5. Record Documents Following the completion of the implementation phase and City acceptance, Siemens will generate project close out documentation. This includes (but is not limited to)the following: Appendix 1 —[***MEMBER AGENCY NAME***]—Exhibit A • Final Installation Data • A summary report of the LED installation database information updated throughout the installation. This is based on the WRCOG provided web based database. • As-built documentation (as-needed) • As-built schedule of the project and a comparison of the actual installation vs. the • scheduled baseline. • A summary of any scope changes that occurred Siemens will prepare and submit the final rebate documentation to the utility. In addition, Siemens will verify that the billing rate change has been submitted and accepted, and that the utility bill is correct. Once the rebate is secured, the billing is verified then a final project closeout report will be generated. This will consist of a complete inventory database of the installed system with GIS locations and attributed of the LED street light system. Furthermore, this report will also include the final results of the rebate allocation, the energy savings to date and the final estimated energy savings for future years, summarizing the final results of the project. Maintenance Phase This phase will begin once a member jurisdiction pays SCE for a group of assets. This will be done in phases to be determined by SCE, the City and Siemens. The maintenance phase will transition from initial maintenance of the existing poles with HID fixtures to maintenance of existing poles with new LED fixtures as the project progresses. Siemens will provide maintenance services for all fixtures acquired by the City from SCE and provide a monthly bill prorating the fixtures acquired throughout the previous month, by technology and fixture type. General Maintenance will consist of all operations and repairs starting at the pull box or bottom of street light pole where the fuse holder or secondary power source necessary to keep all street lights operations, and associated wiring within the street light circuit. 1. Customer Service Siemens will develop and implement a customer service portal for each member jurisdiction to effectively manage all incoming street light inquiries from public and from the member jurisdiction. General customer services include: • 24/7 telephone and web based reporting service • Web portal access for member jurisdiction and designated representatives • Quarterly reporting/summaries of customer inquiry activity • Customer service feedback survey Appendix 1 —[***MEMBER AGENCY NAME***]—Exhibit A 2. Routine Street light Maintenance Duties A base monthly fee is established for maintenance of the street light system on a per month, per light basis. Siemens will respond to standard maintenance calls within 5 working days. The fee will reflect the total number of lights being served along with and adjustments for special fixtures/poles Routine Maintenance tasks include but are not limited to: • RMA of LED Fixture (Shipping and handling) • Warranty management of defective LEDs • Traffic Control • General Cleaning During Call Out • Outage Nights Checks • Photocell Replacement • Fuse Replacement • Fuse Holders Replacement • Hand Hole Covers(up to 0.05% of stock, annually) • False Calls The fee is expected to be all inclusive, with the sole exceptions being those items identified in the extraordinary maintenance section. Annual services include: • System problem assessment/diagnostics • Repair and replacement of damaged/inoperable fixture material For HID fixtures this can include repair or replacement of constituent parts. Such as lamps, ballasts, starters, reflectors, diffusers, etc. For LED fixtures this can include repair or replacement of constituent parts. Such as drivers, lenses, and LED arrays. Typically LED fixtures will be covered under warranty and will be processed accordingly. • Photocell repair and maintenance • Hand hole cover replacement of standard hand hole covers. Limited to 0.05% of stock annually. • Coordination with 3rd party attachment licensees • Quarterly review of system operation (night check) • General cleaning of fixture during maintenance call out • Customer service portal operations • LED fixture warranty processing 3. Extraordinary Street light Maintenance Duties Siemens recognizes that there will be situations that can and will occur during the maintenance phase of the project that are best addressed individually based on the actual occurrence and not covered under a monthly fixture price. Items such as accidents resulting in the street lights being damaged and replaced or the need for specialized shielding devices are expected to Appendix 1 —[`*"MEMBER AGENCY NAME***]—Exhibit A occur, though the frequency may vary considerably. These items are being defined as extraordinary maintenance and not included in the base monthly fee for standard maintenance. The following items have specifically been identified as extraordinary maintenance: • 24/7 emergency response and securing field location for basic public safety. This would typically include pushing pole out of the right-of-way or from private property, taping off the area of the debris, capping/taping live wires, checking street light circuit and documenting all work activities for insurance purposes. • Pole knockdown repair. Services can include: c removal of all associated spoils and debris from original installation c installation of new street light pole and associated system components installation of associated foundation o Adjacent concrete repair/cap replacement • House side shield installation (if occurs after year one) • Overhead wiring replacement • Pole graffiti abatement • Pole painting • USA Dig Alert services Appendix 1 —[*"*MEMBER AGENCY NAME***]—Exhibit A EXHIBIT"B" SCHEDULE OF SERVICES StreetG ht Timeline _ Acquisition SCE sends CPUC Est. 40asing Phase t Phase 2(if Phase 3(if ! Phase 4(it Process to CPUC approval Financial Transition needed) needed) needed) date Closing (retrofit start)_ Ressofi4 OW LED fis u c.and Retrofit.O&M LED fsmsse delivery dee GOAL firming GOALS semcc sdecunn GOAL (***MEMBER AGENCY*** Appendix 1—[*"MEMBER AGENCY NAME**']—Exhibit B EXHIBIT"C" COMPENSATION BILLING RATES r-- , Item Description - -- -- - -- Unit Cost Project Development This includes the labor for installation of a unique Street light pole ID tag for each pole. Pole tags will be affixed to 1 pole ID tag Poles with an adhesive,no riveting or drilling will be $10.00/pole performed.The pole tags will be installed at the same _ time as the LED fixture conversion. - j Project Implementation This includes the costs for labor, equipment(trucks, lifts,tools,traffic control,etc.)and materials needed LED to replace existing cobra head fixtures with a new 2 replacement LED fixture. Includes update of WRCOG database $57.00/ Cobra head with model number installed and installation date. Each This also included the cost for disposal of HID materials. This includes the costs for labor, equipment(trucks, LED lifts,tools,traffic control,etc.)and materials needed 3 replacement to replace existing post top fixtures with a new LED $114.00/ fixture. Includes update of database with model j Each Decorative number installed and installation date.The cost per pole shall not include the cost of the actual fixture. House side This includes the costs for installation only of new shield house side shields including labor,equipment(trucks, 4 installation tools,etc.)and incidental materials needed for the $64.00/ Each h As Separate installation. Includes update of database.The cost call does not include the cost of the shield itself. Routine Maintenance-Pre-LED Conversion This includes the monthly costs for maintenance of HPS Fixture all HPS cobra head fixtures during the period from Maintenance— acquisition of poles through retrofit with new LED 5 Cobra (labor, fixture.Costs include all labor, materials and $1.5 materials, equipment needed to keep the existing fixtures each/moo nth equipment) functioning properly until the new LED fixtures are i tL installed.This includes all anticipated costs for repairs and maintenance during that time including bulb replacements,ballast replacements,field calls etc. as assumed and prorated across the HPS inventory. This includes the monthly costs for maintenance of all HPS post top fixtures during the period from HPS Fixture acquisition of poles through retrofit with new LED Maintenance— fixture.Costs include all labor,materials and j 6 Post Top Acorn equipment needed to keep the existing fixtures $3.50/ (labor, functioning properly until the new LED fixtures are each/month materials, installed.This includes all anticipated costs for repairs equipment) and maintenance during that time including bulb replacements,ballast replacements,field calls etc. as assumed and prorated across the HPS inventory. HPS House This includes the cost for each HPS house side shield side shield installation that may be requested during the pre- 7 installation retrofit stage. Costs include all labor,equipment and $64.00/ (labor, materials including the cost of the shield.These Each materials, would be billed on an individual basis(not monthly or equipment) per pole being maintained). Maintenance-Post LED Conversion LED Fixture This includes the cost for all regular maintenance and associated tasks to maintain the cobrahead fixtures in 8 Maintenance ; $0.65/ Cobra head the street light system. Detailed scope is included in each/month the Part 1.Scope of Work document above. LED Fixture This includes the cost for all regular maintenance and 9 Maintenance associated tasks to maintain the post top fixtures in $2.00/ Decorative the street light system. Detailed scope is included in each/month the Part 1.Scope of Work document above. _ This includes the costs for labor,equipment(trucks, lifts,tools,traffic control,etc.)and materials needed LED to replace existing cobra head fixtures with a new 10 Replacement LED fixture. includes update of WRCOG database $57.00/ Cobra head with model number installed and installation date. Each This also included the cost for disposal of HID materials. This includes the costs for labor,equipment(trucks, LED lifts,tools,traffic control,etc.)and materials needed it Replacement to replace existing post top fixtures with a new LED $114.00/ fixture. Includes update of database with model Each Decorative number installed and installation date.The cost per pole shall not include the cost of the actual fixture. 12 House side This includes the costs associated with the Appendix 1 —['MEMBER AGENCY NAME***]—Exhibit C shield installation of a house side shield on a LED fixture Each installation excluding the cost of the actual shield.The costs i should include labor,equipment,tools and incidental materials needed to complete a standard installation. This assumes a standard cobra head style fixture and a factory standard shield available for purchase(does not include custom installations and decorative fixtures). Extraordinary Maintenance (Reference Pricing only-this scope will be quoted on time and material basis) This includes the costs associated with the replacement of an entire street light pole,luminaire arm,fixture and wiring typically associated with a street light knockdown that does not require replacement of the foundation.This is based on the ` following assumptions:a 30 foot, marbelite pole with a standard 150 watt equivalent LED cobra head Knockdown fixture. 13 pole The City understands that there will be considerable $4,600.00/ M replacement Each No foundation variation in costs for these repairs under the contract i and anticipates work being authorized individually through a quote process. These repairs will not be completed as part of an initial emergency response.Costs are based on a single replacement with work completed during normal work hours scheduled within the requested repair interval. Appendix 1 —[*" MEMBER AGENCY NAME" ]—Exhibit C This includes the costs associated with the replacement of an entire street light pole, luminaire arm,fixture and wiring typically associated with a street light knockdown that does require II replacement of the foundation.This is based on the I following assumptions:a 30 foot, marbelite pole with a standard 150 watt equivalent LED cobra head I Knockdown fixture. pole 14 replacement The City understands that there will be considerable $6,925.00/ with variation in costs for these repairs under the contract Each j foundation and anticipates work being authorized individually through a quote process. These repairs will not be completed as part of an initial emergency response.Costs are based on a single replacement with work completed during normal work hours scheduled within the requested repair interval. Pull box lid This includes the cost of labor, materials and $165.00/ 15 replacement equipment to purchase,supply and replace a pull box Each lid with a fiberlyte lid due to damage or missing lid. This includes the estimated cost per pole to remove or cover reported graffiti.Costs include labor, equipment and materials needed to complete each ` 16 Pole graffiti individual abatement assuming time required to $6 abatement abate graffiti is less than 30 minutes.Work limited to Each under 4SF and/or lower than 7ft. Total cost to repair or replace damaged overhead wiring.Cost provided per foot of wire being replaced. Costs include labor, equipment and materials to I overhead complete the repair during normal working hours. 17 wiring $15/foot,or replacement The City understands that there will be considerable lump sum variation in costs for these repairs under the contract as quoted I and anticipates work being authorized individually through a quote process. This includes the costs on a per occurrence(per pole) 18 Pole painting basis for all labor,equipment and materials needed $479.00/ to prep and paint a standard metal street light pole Each (assume 30 foot). It is assumed that a minimum of 5 Appendix 1 —[""`MEMBER AGENCY NAME""]—Exhibit C poles and a maximum of 20 poles would be scheduled for painting as a group. Siemens typically prices this service out on a per —� occurrence basis.This includes the following: 19 USA Dig Alert Siemens technician identifies the point of $225.00/ demarcation on site using field equipment.This is Each typically limited to approximately 100-150 linear ft j per call out. Siemens will evaluate maintenance contract values annually and discuss any needed adjustments with member jurisdictions. Siemens typically utilizes the US Consumer Price Index to calculate annual escalations. Schedule of Values- Time and Material Rates 1. Labor Regular Time* Overtime* Premium Time* Maintenance Superintendent $105.00 $135.00 $160.00 Foreman $105.00 $135.00 $160.00 Electrician $98.00 $125.00 $145.00 Laborer $85.00 $115.00 $135.00 Energy Engineer $180.00 N/A N/A 2. Equipment Rate per Hour Bucket Truck $28.00 Service Truck $25.00 3. Material Mark up(from actual invoice cost) Street light LED Retrofit Installation Materials 1 15% Street light Maintenance Materials 15% *Work hours are as follows: Regular Hours-7:30am to 4:00pm Monday Thru Friday except Holidays Overtime 1. Monday thru Friday after 4:00pm(for the first four hours) 2. Saturday for the first 12 hours worked Premium Time 1. Monday thru Saturday After 12 working hours 2. Sunday&Holidays all day(24 hours) Appendix 1 -["'MEMBER AGENCY NAME***] - Exhibit C APPENDIX#10 Temecula This Appendix #10 to Agreement ("Appendix") by and between "COG, Contractor, and Temecula ("Member Agency") is made and entered into this — day of , 201_. WRCOG, Contractor, and Member Agency are referred to herein as Parties. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the Equipment Purchase Agreement("Agreement")between WRCOG and Contractor dated June 28, 2018 with the exception of the term Member Agency, which for the purposes of this Appendix #10 will refer to Temecula only. 2. Agreement Incorporated. The terms and provisions of the Agreement are hereby incorporated into this Appendix. 3. Member Agency Exhibits. The Parties hereby agree that the Equipment Specifications, Delivery Schedule, and Fee Schedule for the Agreement as it relates to Member Agency are defined specifically in Exhibits A, B, and C, attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the Parties hereby have made and executed this Appendix as of the date first written above. WRCOG Contractor By: By: Rick Bishop [Insert Name, Insert Title] Executive Director APPROVED AS TO FORM: By: [Insert Name, Insert Title] By: General Counsel Member Agency By: Aaron Adams,City Manager ATTEST: By: Randi Johl,City Clerk APPROVED AS TO FORM: By: City Attorney Appendix 10—Temecula 09959.00000\31293687.1 EXHIBIT"A" EQUIPMENT SPECIFICATIONS [***INSERT DESCRIPTION OF EQUIPMENT FROM ACCEPTED RFQ RESPONSE AND REFER BACK TO RFQ***] Appendix 10—Temecula — Exhibit A 09959.00000\31293687.1 EXHIBIT"B" DELIVERY SCHEDULE Delivery Schedule (Estimated) Acquisition SCE Delivery Phase 1 Phase 2 Phase 3 Phase 4 Process Transition Schedule Transition (if (if (if Start (retrofit needed) needed) needed) start) Retrofit, Finance LED fixture delivery date GOAL O&M, LED Closing and fixture, and LED selection financing GOAL GOALS Temecula +60 days Min. 2 + 30 days weeks prior to Phase 1 Transition Appendix 10—Temecula— Exhibit B 09959.00000\31293687.1 EXHIBIT"C" FEE SCHEDULE PRODUCT PRICING SHEET Luminaire Existing Wattage Proposed Luminaire Quantity Untt Price Total Price Desi ration * ** 50W HPS ERLI 0 02 XX 30 A GRAY[_ 864 S 114.02 S 98,513.28 70W HPS ERLI 0 03 XX 30 A GRAY L 3042 S 114.02 S 346 g48 84 70W HPS ALT ERLI 0 04 XX 30 A GRAY L S 114.02 S I OOW HPS FRLI 0 05 XX 30 A GRAY L 21791 120.96 S 2,635 839.36 150W HPS F.RLI 009 XX 30 A GRAY I. 161 S 192.64 S 31,01504 20OW HPS i:kl.H 0 11 XX 30 A GRAY L 6109 s 04 20 S 1,247,457.80 ?SQW HPS ERL2 0 16 XX 30 A GRAY L 46 S 244 68 S 11 255.28 40OW HPS F R 1 7 0 21 XX 30 A GRAY L 25 4 27936 $ 6.98400 35W LPS ERLI 0 02 XX 30 A GRAY L 29 S 114.02 S 3.30() 55W LPS ERLI 0 02 XX 30 A GRAY L 15012 S 114.02 S 11711.668.24 90W LPS ERL1 0 04 XX 30 A GRAY L 89 1714.02 S 10.147.78' 135W LPS ERLI 0 09 XX 30 A GRAY L 3273 1 $ 630,510.72 XX=optical designation 50441 $ 6,733,546 92 GE optical A3,83,C3,D3 a same price 30=MK127=2700K All same price Tax rate added to fixture is 8.75%*** *Quantity of fixtures and total price subject to change per Final True-up performed by SCE's Inventory and Inspection Period and final count of City-owned lights that City's would like to add to the project. **Unit price set at a Not-to-Exceed price unless otherwise approved by WRCOG representative. Does not include price of Photocell. ***Tax rate subject to change per jurisdiction. Appendix 10—Temecula — Exhibit C 09959.00000\31293687.1 City of • Assumptions Poles Available for Purchase: 7,354 Total Poles Transferred"' 7,354 RCNLD $4,044,704.00 City-owned Lamps for retrofit 0 Ad Hoc Replacements $395,386.00 Cost Per Pole Additional Asset Components $111,798.00 LED Retrofit Cost per Pole (one time)l2) $210.24 Tax Neutral Subtotal $4,551,888.00 O&M HPS/LPS (per pole-just in time install) $1.55 O&M LED only(per pole per month) $0.65 Tax/Other Adjustments $603,090.00 Transition Cost($32.15/pole) $236,431.10 in . . Acquisition Price $5,391,409.10 O&M Inflation/Escalation Rate 1.90% Poles Available for Retrofit: 7,354 Admin Fee Inflation/Escalation Rate 3.00% Gross Retrofit Cost $1,546,138.54 Annual Escalation Rate for Energy Costs 4.00% WRCOG Administrative Reimbursement $67,000.00 SCE Incentives (Received in Year 2) $497,115.27 Total $7,004,547.64 ' Streetlight count subject to final reconciliaton with SCE ")GE price:LED retrofit cost per pole,which is a weighted average based on applying proposed pricing to individual city's lamp type distribution.Cost includes an assumed photocell cost of$13.33 per pole. 0 pfm 1 City of Temecula Project Savings+Acquisition&Retrofit Debt Service Date Savings(l) Capital Outlay Net Savings Cumulative Savings 9/13/2018 (7,004,547.64) (7,004,547.64) (7,004,547.64) 12/1/2018 379,979.79 - 379,979.79 (6,624,567.85) 6/1/2019 700,103.25 - 700,103.25 (5,924,464.60) 12/1/2019 700,103.25 - 700,103.25 (5,224,361.35) 6/1/2020 469,607.43 - 469,607.43 (4,754,753.92) 12/1/2020 469,607.43 - 469,607.43 (4,285,146.49) 6/1/2021 488,391.73 - 488,391.73 (3,796,754.75) 12/1/2021 488,391.73 - 488,391.73 (3,308,363.02) 6/1/2022 507,927.40 - 507,927.40 (2,800,435.62) 12/1/2022 507,927.40 - 507,927.40 (2,292,508.22) 6/1/2023 528,244.50 - 528,244.50 (1,764,263.72) 12/1/2023 528,244.50 - 528,244.50 (1,236,019.23) 6/1/2024 549,374.28 - 549,374.28 (686,644.95) 12/1/2024 549,374.28 - 549,374.28 (137,270.67) 6/1/2025 571,349.25 - 571,349.25 434,078.57 12/1/2025 571,349.25 - 571,349.25 1,005,427.82 6/1/2026 594,203.22 - 594,203.22 1,599,631.04 12/1/2026 594,203.22 - 594,203.22 2,193,834.26 6/1/2027 617,971.35 - 617,971.35 2,811,805.60 12/1/2027 617,971.35 - 617,971.35 3,429,776.95 6/1/2028 642,690.20 - 642,690.20 4,072,467.15 12/1/2028 642,690.20 - 642,690.20 4,715,157.35 6/1/2029 668,397.81 - 668,397.81 5,383,555.16 12/1/2029 668,397.81 - 668,397.81 6,051,952.97 6/1/2030 695,133.72 - 695,133.72 6,747,086.69 12/1/2030 695,133.72 - 695,133.72 7,442,220.41 6/1/2031 722,939.07 - 722,939.07 8,165,159.48 12/1/2031 722,939.07 - 722,939.07 8,888,098.55 6/1/2032 751,856.63 - 751,856.63 9,639,955.18 12/1/2032 751,856.63 - 751,856.63 10,391,811.81 6/1/2033 781,930.90 - 781,930.90 11,173,742.71 12/1/2033 781,930.90 - 781,930.90 11,955,673.61 6/1/2034 813,208.13 - 813,208.13 12,768,881.74 12/1/2034 813,208.13 - 813,208.13 13,582,089.88 6/1/2035 845,736.46 - 845,736.46 14,427,826.34 12/1/2035 845,736.46 - 845,736.46 15,273,562.79 6/1/2036 879,565.92 - 879,565.92 16,153,128.71 12/1/2036 879,565.92 - 879,565.92 17,032,694.63 6/1/2037 914,748.55 - 914,748.55 17,947,443.18 12/1/2037 914,748.55 - 914,748.55 18,862,191.74 25,866,739.38 (7,004,547.64) 18,862,191.74 (1)Estimated annual savings split evenly to conform to semi-annual schedule and applied beginning in 12/01/2018 to account for period before debt service begins.Year two savings includes assumption of SCE incentives receipt. 0 Pfm 2 City of Temecula Full Project Economics Date Savings Capital Outlay Admin(1)(2) O&M Net Savings Cumulative Savings 9/13/2018 - (7,004,547.64) (10,971.15) (25,100.40) (7,040,619.19) (7,040,619.19) 12/1/2018 379,979.79 - (10,971.15) (25,100.40) 343,908.24 (6,696,710.95) 6/1/2019 700,103.25 - (12,912.11) (29,225.53) 657,965.61 (6,038,745.35) 12/1/2019 700,103.25 - (12,912.11) (29,225.53) 657,965.61 (5,380,779.74) 6/1/2020 469,607.43 - (13,299.47) (29,780.82) 426,527.15 (4,954,252.59) 12/1/2020 469,607.43 - (13,299.47) (29,780.82) 426,527.15 (4,527,725.44) 6/1/2021 488,391.73 - (13,698.45) (30,346.65) 444,346.63 (4,083,378.82) 12/1/2021 488,391.73 - (13,698.45) (30,346.65) 444,346.63 (3,639,032.19) 6/1/2022 507,927.40 - (14,109.41) (30,923.24) 462,894.75 (3,176,137.44) 12/1/2022 507,927.40 - (14,109.41) (30,923.24) 462,894.75 (2,713,242.69) 6/1/2023 528,244.50 - (14,532.69) (31,510.78) 482,201.03 (2,231,041.66) 12/1/2023 528,244.50 - (14,532.69) (31,510.78) 482,201.03 (1,748,840.63) 6/1/2024 549,374.28 - (14,968.67) (32,109.48) 502,296.12 (1,246,544.51) 12/1/2024 549,374.28 - (14,968.67) (32,109.48) 502,296.12 (744,248.39) 6/1/2025 571,349.25 - (15,417.73) (32,719.56) 523,211.95 (221,036.44) 12/1/2025 571,349.25 - (15,417.73) (32,719.56) 523,211.95 302,175.51 6/1/2026 594,203.22 - (15,880.26) (33,341.24) 544,981.72 847,157.23 12/1/2026 594,203.22 - (15,880.26) (33,341.24) 544,981.72 1,392,138.95 6/1/2027 617,971.35 - (16,356.67) (33,974.72) 567,639.96 1,959,778.90 12/1/2027 617,971.35 - (16,356.67) (33,974.72) 567,639.96 2,527,418.86 6/1/2028 642,690.20 - (16,847.37) (34,620.24) 591,222.59 3,118,641.45 12/1/2028 642,690.20 - (16,847.37) (34,620.24) 591,222.59 3,709,864.04 6/1/2029 668,397.81 - (17,352.79) (35,278.02) 615,766.99 4,325,631.03 12/1/2029 668,397.81 - (17,352.79) (35,278.02) 615,766.99 4,941,398.02 6/1/2030 695,133.72 - (17,873.38) (35,948.31) 641,312.04 5,582,710.06 12/1/2030 695,133.72 - (17,873.38) (35,948.31) 641,312.04 6,224,022.10 6/1/2031 722,939.07 - (18,409.58) (36,631.32) 667,898.17 6,891,920.26 12/1/2031 722,939.07 - (18,409.58) (36,631.32) 667,898.17 7,559,818.43 6/1/2032 751,856.63 - (18,961.86) (37,327.32) 695,567.45 8,255,385.88 12/1/2032 751,856.63 - (18,961.86) (37,327.32) 695,567.45 8,950,953.33 6/1/2033 781,930.90 - (19,530.72) (38,036.54) 724,363.64 9,675,316.96 12/1/2033 781,930.90 - (19,530.72) (38,036.54) 724,363.64 10,399,680.60 6/1/2034 813,208.13 - (20,116.64) (38,759.23) 754,332.26 11,154,012.86 12/1/2034 813,208.13 - (20,116.64) (38,759.23) 754,332.26 11,908,345.12 6/1/2035 845,736.46 (20,720.14) (39,495.66) 785,520.66 12,693,865.78 12/1/2035 845,736.46 (20,720.14) (39,495.66) 785,520.66 13,479,386.44 6/1/2036 879,565.92 (21,341.75) (40,246.08) 817,978.10 14,297,364.53 12/1/2036 879,565.92 - (21,341.75) (40,246.08) 817,978.10 15,115,342.63 6/1/2037 914,748.55 - (21,982.00) (41,010.75) 851,755.80 15,967,098.43 12/1/2037 914,748.55 (21,982.00) (41,010.75) 851,755.80 16,818,854.24 25,866,739.38 (7,004,547.64) (670,565.70) (1,372,771.80) 16,818,854.24 l�Initial Admin and O&M payments billed in advance by WRCOG for initial 1.5 years (�)Regional Program Management and Administrative functions include but not limited to: Promote/market Streetlight outage call center,CEQA support(support finding and develop resolution and Notice of Exemption template), develop and process incentive/rebate applications,update GIS to include streetlight acquisition and retrofit data,develop pole identification tags,or markings,and naming system,regular reports to jurisdictions,regular WRCOG Committee Updates,ongoing regulatory and legislative tracking related to streetlights and rates associated(ex:SB 649),support Retrofit,Operations&Maintenance Contract scope of work,and support LED Fixture and delivery logistics. 0 Pfm 3 City of Temecula Payment Schedule Date Capital Outlay Admin(l) O&M Total City Payment 9/13/2018 (7,004,547.64) (10,971.15) (25,100.40) (7,040,619.19) 12/1/2018 (10,971.15) (25,100.40) (36,071.55) 6/1/2019 - (12,912.11) (29,225.53) (42,137.64) 12/1/2019 - (12,912.11) (29,225.53) (42,137.64) 6/1/2020 - (13,299.47) (29,780.82) (43,080.29) 12/1/2020 - (13,299.47) (29,780.82) (43,080.29) 6/1/2021 - (13,698.45) (30,346.65) (44,045.11) 12/1/2021 - (13,698.45) (30,346.65) (44,045.11) 6/1/2022 - (14,109.41) (30,923.24) (45,032.65) 12/1/2022 - (14,109.41) (30,923.24) (45,032.65) 6/1/2023 - (14,532.69) (31,510.78) (46,043.47) 12/1/2023 - (14,532.69) (31,510.78) (46,043.47) 6/1/2024 - (14,968.67) (32,109.48) (47,078.16) 12/1/2024 - (14,968.67) (32,109.48) (47,078.16) 6/1/2025 - (15,417.73) (32,719.56) (48,137.30) 12/1/2025 - (15,417.73) (32,719.56) (48,137.30) 6/1/2026 - (15,880.26) (33,341.24) (49,221.50) 12/1/2026 - (15,880.26) (33,341.24) (49,221.50) 6/1/2027 - (16,356.67) (33,974.72) (50,331.39) 12/1/2027 - (16,356.67) (33,974.72) (50,331.39) 6/1/2028 - (16,847.37) (34,620.24) (51,467.61) 12/1/2028 - (16,847.37) (34,620.24) (51,467.61) 6/1/2029 - (17,352.79) (35,278.02) (52,630.82) 12/1/2029 - (17,352.79) (35,278.02) (52,630.82) 6/1/2030 - (17,873.38) (35,948.31) (53,821.68) 12/1/2030 - (17,873.38) (35,948.31) (53,821.68) 6/1/2031 - (18,409.58) (36,631.32) (55,040.90) 12/1/2031 - (18,409.58) (36,631.32) (55,040.90) 6/1/2032 - (18,961.86) (37,327.32) (56,289.18) 12/1/2032 - (18,961.86) (37,327.32) (56,289.18) 6/1/2033 - (19,530.72) (38,036.54) (57,567.26) 12/1/2033 - (19,530.72) (38,036.54) (57,567.26) 6/1/2034 - (20,116.64) (38,759.23) (58,875.88) 12/1/2034 - (20,116.64) (38,759.23) (58,875.88) 6/1/2035 - (20,720.14) (39,495.66) (60,215.80) 12/1/2035 (20,720.14) (39,495.66) (60,215.80) 6/1/2036 (21,341.75) (40,246.08) (61,587.82) 12/1/2036 - (21,341.75) (40,246.08) (61,587.82) 6/1/2037 - (21,982.00) (41,010.75) (62,992.75) 12/1/2037 - (21,982.00) (41,010.75) (62,992.75) (7,004,547.64) (670,565.70) (1,372,771.80) (9,047,885.14) 11 Initial Admin and O&M payments billed in advance by WRCOG for initial 1.5 years IZI Regional Program Management and Administrative functions include but not limited to: Promote/market Streetlight outage call center,CEQA support(support finding and develop resolution and Notice of Exemption template), develop and process incentive/rebate applications,update GIS to include streetlight acquisition and retrofit data,develop pole identification tags,or markings,and naming system,regular reports to jurisdictions,regular WRCOG Committee Updates,ongoing regulatory and legislative tracking related to streetlights and rates associated(ex:SB 649),support Retrofit,Operations&Maintenance Contract scope of work,and support LED Fixture and delivery logistics. 0 pfm 4 City of Temecula WRCOG Regional Streetlight Program Sources&Uses 2-Aug-18 SOURCES: Equipment Lease Purchase Agreement Proceeds $7,004,547.64 TOTAL SOURCES: $7,004,547.64 USES: Project Fund $6,937,547.64 WRCOG Administrative Reimbursement(l) 67,000.00 PFM 10,000.00 WRCOG 57,000.00 TOTAL USES: $7,004,547.64 (1)Reimbursement reflects costs associated with development of program and work performed for Regional Program since 2015 which includes PFM's development of a custom comprehensive savings and cash flow model,updates to model to meet specific needs of cities,assessment of SCE rates and changes,board presentations,as well as the development of Regional Program documents including,but not limited to,requests for proposals and contracts. Pfm 5 Item No . 14 Approvals City Attorney Director of Finance ` City Manager CST CITY OF TEMECULA/TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: City Council/Board of Directors FROM: Aaron Adams, City Manager/Executive Director DATE: August 14, 2018 SUBJECT: Authorize the Execution of Lease Financing Documents to Fund the Margarita Recreation Center Capital Improvement Project and Reduce the Interest Rate Relating to the 2011 Lease Financing PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the City Council/Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 2. Adopt a resolution entitled: RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBIC FINANCING AUTHORITY APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO 3. Adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS 4. Adopt a resolution entitled: RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY OF TEMECULA'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS DISCUSSION: At its meeting on June 12, 2018, the City Council adopted the Fiscal Years 2019-23 Capital Improvement Program, which included a capital project to reconstruct the Margarita Recreation Center (the "MRC") located in the Margarita Community Park. The total cost to reconstruct the MRC is estimated to be $8,114,923 to be funded primarily from Measure S and Development Impact Fees (Police Facilities). Due to fiscal constraints, the reconstruction of the swimming pool located at the MRC was deferred until FY2021-22, until sufficient funds become available. In reviewing alternative financing options to complete the MRC in a timelier manner, staff consulted with the City's financing team to evaluate alternatives. The most favorable option is to enter into a new Lease Financing arrangement (the "2018 Lease Financing") with Compass Mortgage Corporation ("Compass Bank"). Compass Bank is the current lease provider for the lease financing (the "2011 Lease Financing") relating to the refunding of the City's Certificates of Participation (2001 Capital Improvement Financing Project) and Certificates of Participation (2008 Temecula Civic Center Financing Project). The attached City Council and Authority resolutions approve all required documents to complete the 2018 Lease Financing with Compass Bank. The resolutions approve the following documents: - Site and Facility Lease— City agrees to lease property to the Authority - Lease Agreement—Authority agrees to lease property back to the City - Letter Agreement for Purchase — between Compass Bank and the City, whereby Compass Bank agrees to acquire the rights of the Authority to the lease payments to be made by the City under the Lease Agreement and the rights of the Authority under the Site and Facility Lease - Assignment Agreement - Authority agrees to sell, assign and transfer to Compass Bank all of its rights, title and interest in and to the Lease Agreement The 2018 Lease Financing will generate approximately $6.4 million, after the payment of issuance costs, to supplement Measure S funds to begin the design and reconstruction of the facility and the pool at the MRC in FY2018-19. The 2018 Lease Financing is scheduled to close on August 30, 2018 at which time the funds will be wired to the City from Compass Bank. Additionally, Compass Bank has agreed to reduce the existing interest rate on the 2011 Lease Financing from 3.75% to 3.42% (which is the offered rate for the 2018 Lease Financing) starting with the December 1, 2018 lease payment. The attached City Council and Authority resolutions approve the required document to amend the lease Agreement relating to the 2011 Lease Financing. The resolutions approve the following document: - First Amendment to Lease Agreement — between the Authority and the City, approved by Compass Bank, reducing the interest rate from 3.75% to 3.42%, modifying the optional prepayment provisions and making certain other changes to conform to the 2018 Lease Financing FISCAL IMPACT: The debt service payments of the 2018 Lease Financing is approximately $557,000 per year based on an interest rate of 3.42% for a term of 15 years that ends on September 1, 2033. Additionally, the City will save approximately $31,161 per year on average, or $420,674 over the life of the lease, from the reduced interest rate on the 2011 Lease Financing from 3.75% to 3.42% for the remaining term of the lease agreement relating to the 2011 Lease Financing that ends on December 1, 2031. These are actual payment and savings amounts based on the interest rate that was locked on July 23`d ATTACHMENTS: 1. City Council Resolutions 2. Authority Resolutions 3. Lease Agreement 4. Site and Facility Lease 5. Letter Agreement for Purchase 6. Assignment Agreement 7. First Amendment to Lease Agreement RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Temecula (the "City"), working together with the Temecula Public Financing Authority (the "Authority"), has determined at this time, due to prevailing interest rates and for other reasons, to finance the construction and equipping of a new recreation center in Margarita Community Park in place of the former YMCA including the demolition of the existing building and pool and construction and equipping of a new building and pool (the "Project"); WHEREAS, it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement (hereinafter defined) and certain other documents in connection therewith; and WHEREAS, the documents below specified have been filed with the City and the members of the City Council, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows.- Section ollows:Section 1. The City Council hereby approves the financing of the Project. Section 2. The below-enumerated documents, substantially in the forms on file with the City Clerk, be and are hereby approved, and the Mayor or the City Manager is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, the execution thereof to be conclusive evidence of such approval, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a)a site and facility lease, between the City, as lessor, and the Authority, as lessee (the "Site and Facility Lease"), pursuant to which the City will lease certain existing real property and the improvements thereon (the "Property") to the Authority; (b) a lease agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), pursuant to which the Authority will lease the Property back to the City, so long as the total principal amount of the Lease Agreement does not exceed $6,500,000, and so long as the maximum annual lease payments to be made by the City under the Lease Agreement does not exceed $580,000 and the final maturity if the Lease Agreement is not later than September 1, 2033; and (c) a letter agreement for purchase between Compass Mortgage Corporation and the City, whereby Compass Mortgage Corporation agrees to acquire the rights of the Authority to the lease payments to be made by the City under the Lease Agreement and the rights of the Authority under the Site and Facility Lease. Section 3. The Mayor, the City Manager, the Assistant City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates and to take such other actions as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 4. This Resolution shall take effect upon its adoption by this City Council. Section 5. The City Clerk shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of August, 2018. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August, 2018, by the following vote.- AYES: ote:AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS.- ABSENT: EMBERS:ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE FINANCING OF A NEW RECREATION CENTER IN MARGARITA COMMUNITY PARK AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Temecula (the "City"), working together with the Temecula Public Financing Authority (the "Authority"), has determined at this time, due to prevailing interest rates and for other reasons, to finance the construction and equipping of a new recreation center in Margarita Community Park in place of the former YMCA including the demolition of the existing building and pool and construction and equipping of a new building and pool (the "Project"); WHEREAS, it is in the public interest and for the public benefit that the Authority authorize and direct execution of certain financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Authority and the members of the Board of Directors (the "Board"), with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below-enumerated documents, substantially in the forms on file with the Secretary, be and are hereby approved, and the Chairman or the Executive Director, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, the execution thereof to be conclusive evidence of such approval, and the Secretary is hereby authorized and directed to attest to such official's signature: (a)a site and facility lease, between the City, as lessor, and the Authority, as lessee (the "Site and Facility Lease"), pursuant to which the City will lease certain existing real property and the improvements thereon (the "Property") to the Authority; (b) a lease agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), pursuant to which the Authority will lease the Property back to the City; (c) an assignment agreement, by and between the Authority and Compass Mortgage Corporation (the "Assignee"), pursuant to which the Authority will assign certain of its rights under the Site and Facility Lease and the Lease Agreement, including its right to receive lease payments thereunder, to the Assignee; and (d) a letter agreement for purchase among Compass Mortgage Corporation, the Authority and the City, whereby Compass Mortgage Corporation agrees to acquire the rights of the Authority to the lease payments to be made by the City under the Lease Agreement and the rights of the Authority under the Site and Facility Lease. Section 2. The Chairman, the Executive Director, the Treasurer, the Secretary and other officials of the Authority are hereby authorized and directed to execute such other agreements, documents and certificates and to take such other actions as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. Section 3. This Resolution shall take effect upon its adoption by the Board. Section 4. The Authority Secretary shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 14Th day of August, 2018. Matt Rahn, Chair ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 18- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 14th day of August, 2018, by the following vote.- AYES: ote:AYES: BOARD MEMBERS.- NOES: EMBERS:NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City entered into transactions with the Temecula Public Financing Authority (the "Authority") in 2011 to refund the City's Certificates of Participation (2001 Capital Improvement Financing Project) and the City's Certificates of Participation (2008 Temecula Civic Center Financing Project),- WHEREAS, roject);WHEREAS, in connection with the financing of the Project, the City entered into the Lease Agreement, with the original principal amount of $26,835,000; WHEREAS, lease payments made by the City under the Lease Agreement were assigned by the Authority to Compass Mortgage Corporation, as purchaser (the "Purchaser"); WHEREAS, pursuant to the terms of the Lease Agreement, interest payable with respect to the principal component of the lease payments under the Lease Agreement, is paid at the rate of 3.750% per annum,- WHEREAS, nnum;WHEREAS, the City has requested and the Purchaser has agreed to reduce the rate of interest payable under the Lease Agreement to 3.420% per annum; WHEREAS, the City has requested the deletion of the "make whole" prepayment provision and the Purchaser has agreed so long as the optional prepayment provision excludes prepayment until December 1, 2026; and WHEREAS, the City has requested, and the Assignee has agreed, to make certain revisions to the Lease Agreement to match provisions in a new lease between the Authority and the City, also assigned to the Assignee; NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows: Section 1. Findings and Determinations. The Council hereby finds and determines that the foregoing recitals are true and correct. Section 2. Approval of First Amendment to Lease Aqreement. The Council hereby approves a first amendment to the Lease Agreement, in the form on file with the City Clerk (the "First Amendment"), together with such additions thereto and changes therein as the Mayor or the City Manager (the "Designated Officers") shall deem necessary, desirable or appropriate, the execution of which shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City is hereby authorized and directed to attest to, the final form of the First Amendment for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the First Amendment. Section 3. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 4. Effective Date. This Resolution shall take effect upon its adoption by the Council. Section 5. The City Clerk shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of August, 2018. Matt Rahn, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August, 2018, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk RESOLUTION NO. TPFA 18- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY APPROVING AN AMENDMENT TO THE LEASE AGREEMENT RELATING TO THE REFUNDING OF THE CITY OF TEMECULA'S CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), TO REDUCE THE INTEREST RATE AND TO REVISE THE PREPAYMENT PROVISIONS, AND APPROVING OFFICIAL ACTIONS THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Temecula (the "City") entered into transactions with the Temecula Public Financing Authority (the "Authority") in 2011 to refund the City's Certificates of Participation (2001 Capital Improvement Financing Project) and the City's Certificates of Participation (2008 Temecula Civic Center Financing Project); WHEREAS, in connection with the financing of the Project, the City entered into the Lease Agreement, with the original principal amount of $26,835,000; WHEREAS, lease payments made by the City under the Lease Agreement were assigned by the Authority to Compass Mortgage Corporation, as purchaser (the "Purchaser"); WHEREAS, pursuant to the terms of the Lease Agreement, interest payable with respect to the principal component of the lease payments under the Lease Agreement, is paid at the rate of 3.750% per annum; WHEREAS, the City has requested and the Purchaser has agreed to reduce the rate of interest payable under the Lease Agreement to 3.420% per annum; WHEREAS, the City has requested the deletion of the "make whole" prepayment provision and the Purchaser has agreed so long as the optional prepayment provision excludes prepayment until December 1, 2026; and WHEREAS, the City has requested, and the Assignee has agreed, to make certain revisions to the Lease Agreement to match provisions in a new lease between the Authority and the City, also assigned to the Assignee; NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows: Section 1. Findings and Determinations. The Board of Directors (the "Board") hereby finds and determines that the foregoing recitals are true and correct. Section 2. Approval of First Amendment to Lease Agreement. The Board hereby approves a first amendment to the Lease Agreement, in the form on file with the Secretary (the "First Amendment"), together with such additions thereto and changes therein as the Chair or the Executive Director (the "Designated Officers") shall deem necessary, desirable or appropriate, the execution of which shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Authority is hereby authorized and directed to attest to, the final form of the First Amendment for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the First Amendment. Section 3. Official Actions. The Chair, the Executive Director, the Treasurer, the Secretary and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the document approved pursuant to this Resolution. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 4. Effective Date. This Resolution shall take effect upon its adoption by the Board. Section 5. The Authority Secretary shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 14th day of August, 2018. Matt Rahn, Chair ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 18- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 14th day of August, 2018, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS.- ABSTAIN: EMBERS:ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary Quint&Thimmig LLP 07/23/18 07/30/18 LEASE AGREEMENT Dated as of August 1, 2018 by and between the TEMECULA PUBLIC FINANCING AUTHORITY, as Sublessor and the CITY OF TEMECULA, CALIFORNIA, as Sublessee 20002.08 TABLE OF CONTENTS ARTICLE I DEFINITIONS;RULES OF INTERPRETATION Section1.1.Definitions........................................................................................................................................2 Section1.2.Interpretation ...................................................................................................................................5 ARTICLE II COVENANTS,REPRESENTATIONS AND WARRANTIES Section 2.1.Covenants,Representations and Warranties of the City ..............................................................6 Section 2.2.Covenants,Representations and Warranties of the Authority.....................................................8 ARTICLE III DEPOSIT AND APPLICATION OF FUNDS Section 3.1.Deposit of and Application of Funds ...........................................................................................10 ARTICLE IV LEASE OF PROPERTY;LEASE PAYMENTS Section 4.1.Sublease of Property by the Authority Back to the City .............................................................11 Section4.2.Term ...............................................................................................................................................11 Section4.3.Lease Payments .............................................................................................................................11 Section4.4.Quiet Enjoyment............................................................................................................................13 Section4.5.Title.................................................................................................................................................13 Section 4.6.Release of Excess Property............................................................................................................14 Section 4.7.Substitution of Property................................................................................................................14 ARTICLE V MAINTENANCE;TAXES;INSURANCE;AND OTHER MATTERS Section 5.1.Maintenance,Utilities,Taxes and Assessments ..........................................................................16 Section 5.2.Modification of Property...............................................................................................................16 Section 5.3.Public Liability Insurance .............................................................................................................16 Section5.4.Casualty Insurance ........................................................................................................................17 Section 5.5.Rental Interruption Insurance ......................................................................................................17 Section 5.6.Worker's Compensation Insurance ..............................................................................................17 Section 5.7.Recordation Hereof;Title Insurance ............................................................................................17 Section 5.8.Insurance Net Proceeds;Form of Policies....................................................................................18 Section 5.9.Installation of City's Personal Property .......................................................................................18 Section5.10.Liens .............................................................................................................................................18 Section5.11.Advances......................................................................................................................................18 Section5.12.Environmental Covenants ..........................................................................................................18 Section 5.13.City Consents to Assignment Agreement..................................................................................19 ARTICLE VI EMINENT DOMAIN;USE OF NET PROCEEDS Section6.1.Eminent Domain ...........................................................................................................................20 Section 6.2.Application of Net Proceeds .........................................................................................................20 Section 6.3.Abatement of Lease Payments in the Event of Damage or Destruction ....................................22 ARTICLE VII OTHER COVENANTS OF THE CITY Section 7.1.Disclaimer of Warranties ..............................................................................................................23 -i- Section 7.2.Access to the Property;Grant and Conveyance of Right of Entry .............................................23 Section 7.3.Release and Indemnification Covenants......................................................................................23 Section 7.4.Assignment Agreement by the Authority ...................................................................................24 Section 7.5.Assignment Agreement and Subleasing by the City ..................................................................24 Section 7.6.Amendment of Lease Agreement.................................................................................................24 Section7.7.Tax Covenants ...............................................................................................................................25 Section 7.8.Financial Statements;Budgets ......................................................................................................25 Section 7.9.Records and Accounts...................................................................................................................25 Section 7.10.Observance or Laws and Regulations........................................................................................25 Section7.11.Notices..........................................................................................................................................26 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.1.Events of Default Defined.............................................................................................................27 Section 8.2.Remedies on Default .....................................................................................................................27 Section 8.3.No Remedy Exclusive ...................................................................................................................29 Section 8.4.Agreement to Pay Attorneys'Fees and Expenses .......................................................................29 Section 8.5.No Additional Waiver Implied by One Waiver ..........................................................................29 Section 8.6.Assignee to Exercise Rights ..........................................................................................................29 ARTICLE IX PREPAYMENT OF LEASE PAYMENTS Section9.1.Security Deposit.............................................................................................................................30 Section9.2.Optional Prepayment ....................................................................................................................30 Section 9.3.Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain .......................30 ARTICLE X MISCELLANEOUS Section10.1.Notices..........................................................................................................................................32 Section10.2.Binding Effect ..............................................................................................................................32 Section10.3.Severability ..................................................................................................................................32 Section10.4.Net-net-net Lease.........................................................................................................................32 Section 10.5.Further Assurances and Corrective Instruments ......................................................................32 Section 10.6.Execution in Counterparts ..........................................................................................................33 Section10.7.Applicable Law............................................................................................................................33 Section10.8.Captions .......................................................................................................................................33 EXHIBIT A DESCRIPTION OF THE SITE EXHIBIT B DESCRIPTION OF THE FACILITY EXHIBIT C SCHEDULE OF LEASE PAYMENTS -ii- LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease Agreement"), dated as of August 1, 2018, is by and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessor (the "Authority"), and the CITY OF TEMECULA, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the"City"); WITNESSETH: WHEREAS, pursuant to that certain Site and Facility Lease, dated as of August 1, 2018 (the "Site and Facility Lease"), the City has leased those certain parcels of real property situated in the City of Temecula, Riverside County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof(the "Site"), and those certain improvements thereon, more particularly described in Exhibit B hereto (the "Facility" and, with the Site, the "Property"), to the Authority,all for the purpose of enabling the City to finance the construction and equipping of a new recreation center in Margarita Park in place of the former YMCA including the demolition of the existing building and pool and construction and equipping of a new building and pool(the"Project"); WHEREAS, the Authority proposes to lease the Property back to the City pursuant to this Lease Agreement and to assign all of its rights, title and interest in, to and under this Lease Agreement, including its right to receive lease payments under this Lease Agreement (the "Lease Payments"), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the City and its rights under the Site and Facility Lease, to Compass Mortgage Corporation (the "Assignee"), pursuant to that certain Assignment Agreement, dated as of August 1, 2018, by and between the Authority and the Assignee; and WHEREAS, the City and the Authority have agreed to enter into this Lease Agreement providing for Lease Payments with an aggregate principal component in the amount of $6,500,000 for the purpose of implementing the financing transactions described above. AGREEMENT: NOW, THEREFORE, for and in consideration of the premises and the covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows: ARTICLE I DEFINITIONS;RULES OF INTERPRETATION Section 1.1. Definitions. All terms defined in this Section 1.1 have the meanings herein specified for all purposes of this Lease Agreement. "Additional Payments"means the amounts specified as such in Section 4.3(b)of this Lease Agreement. "Applicable Environmental Laws" means and shall include,but shall not be limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 USC Sections 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 USC Sections 6901 et seq.; the Federal Water Pollution Control Act, 33 USC Sections 1251 et seq.; the Clean Air Act, 42 USC Sections 7401 et seq.; the California Hazardous Waste Control Law ("HWCL"), California Health & Safety Code Sections 25100 et seq.; the Hazardous Substance Account Act ("HSAA"), California Health & Safety Code Sections 25300 et seq.; the Porter- Cologne Water Quality Control Act (the "Porter-Cologne Act"), California Water Code Sections 1300 et seq.;the Air Resources Act,California Health&Safe Code Sections 3900 et seq.;the Safe Drinking Water & Toxic Enforcement Act, California Heal & Safety Code Sections 25249.5 et seq.; and the regulations under each thereof; and any other local, state, and/or federal laws or regulations,whether currently in existence or hereafter enacted,that govern: (a)the existence, cleanup,and/or remedy of contamination on property; (b) the protection of the environment from spilled, deposited, or otherwise emplaced contamination; (c)the control of hazardous wastes;or (d) the use, generation, transport, treatment, removal, or recovery of Hazardous Substances, including building materials. "Assignee" means (a) initially, Compass Mortgage Corporation, as assignee of all rights, title and interests of the Authority hereunder, and (b)any other entity to whom the rights of the Authority hereunder are assigned,including subsequent assignees of the Assignee. "Assignment Agreement" means the Assignment Agreement, dated as of August 1, 2018, between the Authority, as assignor of its rights under the Site and Facility Lease and this Lease Agreement, and the Assignee, as assignee, as originally executed or as thereafter amended under any duly authorized and executed amendments thereto. "Authority" means Temecula Public Financing Authority, a joint exercise of powers authority,organized and existing under the laws of the State. "Bond Counsel" means (a) Quint & Thimmig LLP, or (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income under Section 103 of the Tax Code. "Business Day" means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in the State. -2- "City" means the City of Temecula,California, a municipal corporation and general law city organized and existing under the laws of the State. "City Representative" means the Mayor, the City Manager, the Finance Director, or the designee of any such official, or any other person authorized by resolution delivered to the Authority and the Assignee to act on behalf of the City under or with respect to the Site and Facility Lease and this Lease Agreement. "Closing Date"means August 30,2018. "Contract" means any indenture, trust agreement, contract, agreement (other than this Lease Agreement),other contractual restriction,lease,mortgage or instrument. "Default Rate" means 6.427o per annum. "Event of Default" means any of the events of default as defined in Section 8.1. "Facility" means those certain existing facilities more particularly described in Exhibit B to the Site and Facility Lease and in Exhibit B attached hereto. "Federal Securities"means any direct general non-callable obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the timely payment of principal of and interest on which are directly guaranteed by the United States of America. "Fiscal Year" means each twelve-month period during the Tenn of this Lease Agreement commencing on July 1 in any calendar year and ending on June 30 in the next succeeding calendar year,or any other twelve-month period selected by the City as its fiscal year period. "Governmental Authority" means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law. "Hazardous Substance" means any substance that shall, at any time, be listed as "hazardous" or "toxic" in any Applicable Environmental Law or that has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Environmental Laws; and also means, without limitation, raw materials, building components, the products of any manufacturing, or other activities on the Property, wastes,petroleum, and source, special nuclear,or by-product material as defined by the Atomic Energy Act of 1954, as amended(42 USC Sections 3011 et seq.). "Lease Agreement" means this Lease Agreement, dated as of August 1, 2018,between the Authority and the City. "Lease Payment Date" means March 1, June 1, September 1 and December 1 in each year, commencing December 1, 2018, and continuing to and including the date on which the Lease Payments are paid in full. "Lease Payments" means all payments required to be paid by the City under Section 4.3, including any prepayment thereof under Sections 9.2 or 9.3. -3- "Material Adverse Effect" means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Lease Agreement or to meet or perform its obligations under this Lease Agreement on a timely basis, (c) the validity or enforceability of this Lease Agreement, or (d) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes. "Material Litigation" means any action, suit, proceeding, inquiry or investigation against the City in any court or before any arbitrator of any kind or before or by any Governmental Authority, (i)if determined adversely to the City, may have a Material Adverse Effect, (ii) seek to restrain or enjoin any of the transactions contemplated by this Lease Agreement, or(iii) may adversely affect (A) the exclusion of the interest component of the Lease Payments from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes or(B)the ability of the City to perform its obligations under this Lease Agreement. "Net Proceeds" means any insurance or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. "Permitted Encumbrances" means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid under Article VI of this Lease Agreement; (b)the 2011 Site and Facility Lease and the 2011 Lease Agreement, (c) the Site and Facility Lease, this Lease Agreement and the Assignment Agreement; (d) that certain office lease, dated as of February 22, 2011, by and between the City and Richards, Watson&Gershon, (e)any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (f) the exceptions disclosed in the title insurance policy issued with respect to the Property issued as of the Closing Date; and (g) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Property for its intended purposes. "Property" means, collectively, the Site and the Facility, subject to Permitted Encumbrances. "Rental Period" means each period during the Term of the Lease commencing on and including September 2 in each year and extending to and including the next succeeding September 1. The first Rental Period begins on the Closing Date and ends on September 1,2019. "Site" means that certain real property more particularly described in Exhibit A to the Site and Facility Lease and in Exhibit A attached hereto. "Site and Facility Lease" means the Site and Facility Lease, dated as of August 1, 2018,by and between the City, as lessor, and the Authority, as lessee, together with any duly authorized and executed amendments thereto. "State" means the State of California. -4- "Tax Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published,under the Tax Code. "Term of this Lease Agreement" or "Term" means the time during which this Lease Agreement is in effect, as provided in Section 4.2. "2011 Site and Facility Lease" means the Site and Facility Lease, dated as of December 1, 2011, by and between the City, as lessor, and the Authority, as lessee, together with any duly authorized and executed amendments thereto. "2011 Lease Agreement" means the Lease Agreement, dated as of December 1, 2011, by and between the Authority, as lessor, and the City, as lessee, together with any duly authorized and executed amendments thereto. Section 1.2.Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter,masculine or feminine gender, as appropriate. (b)Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article,Section or subdivision hereof. -5- ARTICLE II COVENANTS,REPRESENTATIONS AND WARRANTIES Section 2.1. Covenants, Representations and Warranties of the City. The City makes the following covenants, representations and warranties to the Authority as of the date of the execution and delivery of this Lease Agreement: (a) Due Organization and Existence. The City is a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State, has full legal right, power and authority under the laws of the State to enter into the Site and Facility Lease and this Lease Agreement and to carry out and consummate all transactions on its part contemplated hereby and thereby, and by proper action the City has duly authorized the execution and delivery by the City of the Site and Facility Lease and this Lease Agreement. (b) Due Execution. The representative of the City executing the Site and Facility Lease and this Lease Agreement has been fully authorized to execute the same by a resolution duly adopted by the City Council of the City. (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease and this Lease Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases. (d)No Conflicts. The execution and delivery of the Site and Facility Lease and this Lease Agreement, the consummation of the transactions therein and herein contemplated and the fulfillment of or compliance with the terms and conditions thereof and hereof, do not and will not conflict with or constitute a violation or breach of or default(with due notice or the passage of time or both)under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Site and Facility Lease or this Lease Agreement or the financial condition, assets,properties or operations of the City. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Site and Facility Lease and this Lease Agreement, or the consummation of any transaction therein and herein contemplated,except as have been obtained or made and as are in full force and effect. (f)No Litigation.There is no action,suit,proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on the City or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and -6- adverse effect upon the consummation of the transactions contemplated by or the validity of the Site and Facility Lease and this Lease Agreement or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease Agreement, or the financial condition, assets,properties or operations of the City. (g) Sufficient Funds. The City reasonably believes that sufficient funds can be obtained to make all Lease Payments and all other amounts required to be paid pursuant to this Lease Agreement. (h) No Defaults. The City has never non-appropriated or defaulted under any of its payment or performance obligations or covenants, either under any financing lease of the same general nature as this Lease Agreement, or under any of its bonds, notes, or other debt obligations. (i)Fee Title. The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City's use of the Property for purposes for which it is, or may reasonably be expected to be,held. (j) Use of the Property.During the term of this Lease Agreement, the Property will be used by the City only for the purpose of performing one or more governmental or proprietary functions of the City consistent with the permissible scope of the City's authority. (k) Change in Financial Condition. The City has experienced no material change in its financial condition since June 30,2017. (1)Hazardous Substances.The Property is free of all Hazardous Substances, and the City is in full compliance with all Applicable Environmental Laws. (m)Flooding Risk. The Property is not located in a flood hazard area and has never been subject to material damage from flooding. (n) Value of Property. The insured value of the Property (real property replacement cost) is not less than$40,000,000. (o) Essential to City Operations. The Property is essential to the City's efficient and economic operations and the lease thereof for use by the City is in the best interest of the City. (p) Financial Statements. The statement of financial position of the City as of June 30, 2017, and the related statement of activities and statement of cash flows and changes in financial position for the year then ended and the auditors' reports with respect thereto, copies of which have heretofore been furnished to the Assignee, are complete and correct and fairly present the financial condition, changes in financial position and results of operations of the City at such date and for such period, and were prepared in accordance withenerally accepted accounting principles.Since the period of such statements, there has been no C)change which would have a Material Adverse Effect and (ii)no material increase in the indebtedness of the City. -7- (q) No Material Adverse Change. Since the most current date of the information, financial or otherwise, supplied by the City to the Assignee: (i)There has been no change in the assets, liabilities, financial position or results of operations of the City which might reasonably be anticipated to cause a Material Adverse Effect. (ii) The City has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (iii) The City has not (A) incurred any material indebtedness, other than the Lease Payments, and trade accounts payable arising in the ordinary course of the City's business and not past due, or(B)guaranteed the indebtedness of any other person. (r)Accuracy of Information. All information, reports and other papers and data furnished by the City to the Assignee were, at the time the same were so furnished, complete and accurate in all material respects and insofar as necessary to give the Assignee a true and accurate knowledge of the subject matter and were provided in expectation of the Assignee's reliance thereon in entering into the transactionscontemplated by this Lease Agreement. No fact is known to the City which has had or, so far as the City can now reasonably foresee, may in the future have a Material Adverse Effect, which has not been set forth in the financial statements previously furnished to the Assignee or in other such information, reports, papers and data or otherwise disclosed in writing to the Assignee prior to the Closing Date. Any financial, budget and other projections furnished to the Assignee by the City or its or their agents were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent the City's best estimate of its future financial performance. No document furnished nor any representation, warranty or other written statement made to the Assignee in connection with the negotiation, preparation or execution of this Lease Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state (as of the date made or furnished) any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were or will be made,not misleading. Section 2.2. Covenants, Representations and Warranties of the Authority. The Authority makes the following covenants, representations and warranties to the City as of the date of the execution and delivery of this Lease Agreement: (a) Due Organization and Existence. The Authority is a joint powers authority duly organized and existing under the laws of the State, has full legal right, power and authority to enter into the Site and Facility Lease, this Lease Agreement and the Assignment Agreement and to carry out and consummate all transactions on its part contemplated hereby and thereby, and by proper action the Authority has duly authorized the execution and delivery by the Authority of the Site and Facility Lease,this Lease Agreement and the Assignment Agreement. (b) Due Execution. The representative of the Authority executing the Site and Facility Lease, this Lease Agreement and the Assignment Agreement is fully authorized to execute the same under official action taken by the Board of Directors of the Authority. (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease, this Lease Agreement and the Assignment Agreement have been duly authorized,executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms subject to -8- bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases. (d) No Conflicts. The execution and delivery of the Site and Facility Lease, this Lease Agreement and the Assignment Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both)under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage,deed of trust,lease, contract or other agreement or instrument to which the Authority is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Site and Facility Lease, this Lease Agreement and the Assignment Agreement or the financial condition, assets, properties or operations of the Authority. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent,permission,authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Site and Facility Lease, this Lease Agreement or the Assignment Agreement, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect. (f)No Litigation.There is no action, suit,proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on the Authority or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of the Site and Facility Lease, this Lease Agreement or the Assignment Agreement, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Site and Facility Lease, this Lease Agreement or the Assignment Agreement or the financial condition, assets, properties or operations of the Authority. -9- ARTICLE III DEPOSIT AND APPLICATION OF FUNDS Section 3.1. Deposit of and Application of Funds. On the Closing Date, the Authority shall cause the amount of$6,405,000.00 to the City to provide for the costs of the Project. Such amount shall be derived from amounts paid by the Assignee under the Assignment Agreement. In addition, a portion of the amounts paid by the Assignee under the Assignment Agreement (net of amounts retained by the Assignee for its fees) shall be applied by the Assignee to pay financing costs of the transaction in the amount of$95,000.00 or applied by the City to the first Lease Payment. -10- ARTICLE IV LEASE OF PROPERTY;LEASE PAYMENTS Section 4.1.Sublease of Property by the Authority Back to the City. (a) The Authority hereby subleases the Property to the City, and the City hereby subleases the Property from the Authority,upon the terms and conditions set forth in this Lease Agreement. (b) The leasing of the Property by the City to the Authority pursuant to the Site and Facility Lease shall not affect or result in a merger of the City's subleasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Site and Facility Lease. (c) The City and the Authority have previously entered into the 2011 Site and Facility Lease and the 2011 Lease Agreement, leasing and subleasing the Property. Therefore, the lease of the Property pursuant to this Lease Agreement is effectively a sub-sub-sublease. The 2011 Site and Facility Lease and the 2011 Lease Agreement are scheduled to terminate on December 1, 2031. On such date, the Site and Facility Lease shall not terminate and will become the lease of the Property and this Lease Agreement shall not terminate and will become the sublease of the Property. Section 4.2. Term. The Term of this Lease Agreement commences on the Closing Date and ends on September 1, 2033, or the date on which all of the Lease Payments have been paid in full. If on September 1, 2033, the Lease Payments payable hereunder shall have been abated at any time and for any reason and not otherwise paid from rental interruption insurance or other sources, or the City shall have defaulted in its payment of Lease Payments hereunder or any Event of Default has occurred and continues without cure by the City, then the term of this Lease Agreement shall be extended for the actual period of abatement or for so long as the default remains uncured, as necessary to accommodate the final payment of all Lease Payments due hereunder, not to exceed ten(10)years. The provisions of this Section 4.2 are subject to the provisions of Article VI relating to the taking in eminent domain of the Property or any portion thereof. Section 4.3.Lease Payments. (a) Obligation to Pay. Subject to theprovisions of Sections 6.1 and 6.3 and the provisions of Article IX, the City agrees to pay to the Authority, its successors and assigns, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit C attached hereto(including any supplements thereto)and by this reference incorporated herein, to be due and payable in immediately available funds on each of the respective Lease Payment Dates specified in Exhibit C. The Lease Payments payable in any Rental Period with respect to the Prope shall be for the use of the Property during such Rental Period.The interest components ofthe Lease Payments have been calculated based on an interest rate of 3.420% per annum, on the basis of a 360-day year of twelve 30-day months. The City understands that the Assignee will send an invoice to the City in advance of each Lease Payment Date. (b) Additional Payments. In addition to the Lease Payments set forth herein, the City agrees to pay as Additional Payments all of the following: (i)all taxes and assessments of any nature whatsoever, including but not limited to excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and -11- gross receipts taxes, if any, levied upon the Property or upon any interest of the Authority therein or in this Lease Agreement; provided, however, the City may, at the City's expense and in its name, in good faith contest any such taxes and assessments and, in the event of such contest, may permit such taxes and assessments to remain unpaid during the period of such contest and appeal therefrom unless the Authority shall notify the City that, in the opinion of Bond Counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any portion thereof, will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes and assessments or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority; (ii)insurance premiums, if any, on all insurance required under the provisions of Article V hereof; (iii) any other reasonable fees, costs or expenses incurred by the Authority in connection with the execution, performance or enforcement of this Lease Agreement or any of the transactions contemplated hereby or related to the Property, including, without limitation, any amounts which may become due; provided, however, the City shall not be responsible for any costs incurred by the Authority associated with any assignment made by the Assignee;and (iv)any amounts required to be paid as rebate to the United States. Amounts constituting Additional Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may bepaid without penalty or, in any other case, within sixty (60) days after notice in writing from the Authority to the City stating the amount of Additional Payments then due and payable and the purpose thereof. (c) Effect of Prepayment. If the City prepays all Lease Payments in full under Sections 9.2 or 9.3, the City's obligations under this Section will thereupon cease and terminate. If the City prepays the Lease Payments in part but not in whole under Section 9.3, the principal components of the remaining Lease Payments will be reduced on a pro rata basis; and the interest component of each remaining Lease Payment will be reduced on a pro rata basis. (d) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section 4.3 within ten(10)days of the required date,the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the Default Rate. (e) Fair Rental Value. The Lease Payments coming due and payable during each Rental Period constitute the total rental for the Property for such Rental Period, and will be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments due during each Rental Period are not in excess of the fair rental value of the Property during such Rental Periods. In making this determination, consideration has been given to the estimated fair market value of the Property, the estimated replacement cost of the Property, the uses and purposes which may be served by the Property and the benefits therefrom which will accrue to the City and the general public. -12- (f) Source of Payments; Budget and Appropriation. The Lease Payments are payable from any source of legally available funds of the City, subject to the provisions of Sections 6.1, 6.3 and 9.1.The City covenants to take such action as may be necessary to include all Lease Payments in each of its annual budgets during the Term of this Lease Agreement and to make the necessary annual appropriations for all such Lease Payments.The covenants on the part of the City herein contained constitute duties imposed by law and it is the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City. (g)Allocation of Lease Payments. All Lease Payments received shall be applied first to the interest components of the Lease Payments due hereunder, then to the principal components of the Lease Payments due hereunder,but no such application of any payments that are less than the total rental due and owing shall be deemed a waiver of any default hereunder. (h) No Offsets. Notwithstanding any dispute between the Authority, or Assignee as the Authority's assignee, and the City, the City shall make all Lease Payments when due without deduction or offset of any kind and shall not withhold any Lease Payments pending the final resolution of such dispute. (i)Assignment Agreement.The City understands and agrees that all Lease Payments have been assigned by the Authority to the Assignee under the Assignment Agreement executed concurrently herewith, and the City hereby assents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Assignee (or to its assignees as directed pursuant to Section 7.4 hereof) all payments payable by the City under this Section 4.3 and all amounts payable by the City under Article IX. Lease Payments shall be paid to the Assignee as follows: Compass Bank 201 North Hwy 183 Leander,TX 78641 (512)421-5715 ABA #: 113-010-547 For Credit to: 90124099 DO NOT POST. CONTACT LD&FCPublicFinanceFundingDesk@BBVACompass.com Reference: City of Temecula Section 4.4. Quiet Enjoyment. Throughout the Term of this Lease Agreement, the Authority will provide the City with quiet use and enjoyment of the Property and the City will peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease Agreement.The Authority will, at the request of the City and at the City's cost,join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the foregoing, the Authority and the Assignee have the right to inspect the Property as provided in Sections 5.12(c)and 7.2. Section 4.5. Title. At all times during the Term of this Lease Agreement, the City shall hold title to the Property, including all additions which comprise fixtures, repairs, replacements or modifications thereto, subject to Permitted Encumbrances and subject to the provisions of Section 7.2. Upon the termination of this Lease Agreement (other than under Section 8.2(b) hereof), all right, title and interest of the Authority in and to the Property shall be transferred to and -13- vested in the City. Upon the payment in full of all Lease Payments allocable to the Property, or upon the deposit by the City of security for such Lease Payments as provided in Section 9.1, all right, title and interest of the Authority in and to the Property shall be transferred to and vested in the City. The Authority agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer. Section 4.6. Release of Excess Proverty. The City may, at any time and from time to time, release any portion of the Property (the "Released Property") from the Lease, with the prior written consent of the Assignee, which consent shall be at the Assignee's sole discretion, and upon satisfaction of all of the following requirements which are conditions precedent to such release: (a)The City shall certify to the Authority and the Assignee that no Event of Default has occurred and is continuing, and no event giving rise to an abatement of Lease Payments under Section 6.3 has occurred or is continuing with respect to the Property to be remaining following release of the Released Property; (b) The City shall file with the Authority and the Assignee, and cause to be recorded in the office of the Riverside County Recorder, an amendment to this Lease Agreement which deletes the Released Property from the description of the Property; (c)The City shall file with the Authority and the Assignee a written certificate of the City stating the City's determination that the estimated value of the real property which will remain leased under this Lease Agreement following such release is at least equal to the original principal components of the Lease Payments and upon request of the Assignee, the City shall provide to the Assignee additional information and documents to evidence the value of the remaining portion of the Property; (d) The City shall file with the Authority and the Assignee a written certificate of the City stating the City's determination that the estimated fair rental value, for each remaining Rental Period and in the aggregate, of the Property remaining after release of the Released Property is at least equal to the remaining Lease Payments for each remaining Rental Period and in the aggregate;and (e) The City shall file with the Authority and the Assignee such other information, documents and instruments as the Authority or the Assignee shall reasonably request, including (if requested by the Assignee) evidence of the insurable value of the Property to be remaining following release of the Released Property, indicating that such value is in excess of the then unpaid principal component of the Lease Payments and such endorsements to the title policy delivered on the Closing Date. Upon the satisfaction of all such conditions precedent, the Term of this Lease Agreement will thereupon end as to the Released Property. The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such release. The Authority and the City shall execute, deliver and cause to be recorded all documents required to discharge this Lease Agreement of record against the Released Property. Section 4.7. Substitution of Property. (a) In the event of damage or destruction of the Property due to earthquake or other uninsured casualty for which rental interruption insurance is not available or in the event that following the condemnation of all or a portion of the Property the fair rental value of the Property remaining after such condemnation is less than the remaining Lease Payments due under this Lease Agreement, the City shall substitute under the Site and Facility Lease and this Lease Agreement one or more parcels of unimpaired and -14- unencumbered real property, the fair rental value of which, for each remaining Rental Period and in the aggregate,shall be at least equal to the remaining Lease Payments hereunder. (b) If for any reason the City is unable to so substitute real property for the Property with a fair rental value at least equal to the remaining Lease Payments hereunder, the City shall use its best efforts to obtain other financing in an amount necessary to prepay the principal component of the Lease Payments not supported by the fair rental value of the substituted property, if any. -15- ARTICLE V MAINTENANCE;TAXES;INSURANCE;AND OTHER MATTERS Section 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of this Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property are the sole responsibility of the City, and the City will pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof.In exchange for the Lease Payments herein provided, the Authority agrees to provide only the Property, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code, but such waiver does not limit any of the rights of the City under the terms of this Lease Agreement. The City will pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Authority or the City affecting the Property or the respective interests or estates therein;provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City is obligated to pay only such installments as are required to be paid during the Term of this Lease Agreement as and when the same become due. The City may, at the City's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in its reasonable opinion, by nonpayment of any such items the interest of the Authority in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City will promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. The City shall promptly notify the Assignee of any tax, assessment,utility or other charge it elects to contest. Section 5.2. Modification of Property. The City has the right, at its own expense,to make additions, modifications and improvements to the Property or any portion thereof. All additions, modifications and improvements to the Property will thereafter comprise part of the Property and become subject to the provisions of this Lease Agreement. Such additions, modifications and improvements may not in any way damage the Property, or cause the Property to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto under this Section, must be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements. Section 5.3. Public Liability Insurance. The City shall maintain or cause to be maintained throughout the Term of this Lease Agreement a standard comprehensive general liability insurance policy or policies in protection of the City, the Assignee and their respective members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Property. Such policy or policies must provide coverage with limits of at least$1,000,000 per -16- occurrence, $3,000,000 in the aggregate, for bodily injury and property damage coverage, and excess liability umbrella coverage of at least $5,000,000, and in all events in form and amount (including any deductibles) satisfactory to the Assignee. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including, with Assignee's prior written consent, a self-insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the proceeds of such liability insurance toward extinguishment or satisfaction of the liability with respect to which such proceeds have been paid. Section 5.4. Pr�erty Insurance. The City will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, casualty insurance against loss or damage to all buildings situated on the Property and owned by the City, in an amount at least equal to the greater of the replacement value of the insured buildings and the aggregate principal amount of the Lease Payments outstanding, with a lender's loss payable endorsement.Such insurance must, as nearly as practicable, cover loss or damage by all"special form" perils. Such insurance shall be subject to a deductible of not to exceed $250,000. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including, with the Assignee's prior written consent, a self-insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the Net Proceeds of such insurance as provided in Section 6.2. Section 5.5. Rental Interruption Insurance. The City will procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease Agreement, rental interruption or use and occupancy insurance to cover loss, total orpartial, of the use of the Property and the improvements situated thereon as a result of any of the hazards covered in the insurance required by Section 5.4, in an amount at least equal to the maximum Lease Payments coming due and payable during any future 24 month period. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance; provided that such rental interruption insurance shall not be self-insured by the City. The City will apply the Net Proceeds of such insurance towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable. Section 5.6. Worker's Comyensation Insurance. If required by applicable California law, the City shall carry worker's compensation insurance covering all employees on, in, near or about the Property and, upon request,shall furnish to the Authority certificates evidencing such coverage throughout the Term of this Lease Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including a self insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. Section 5.7. Recordation Hereof, Title Insurance. On or before the Closing Date, the City shall, at its expense, (a) cause this Lease Agreement, the Site and Facility Lease and the Assignment Agreement, or a memorandum hereof or thereof in form and substance approved by Bond Counsel, to be recorded in the office of the Riverside County Recorder with respect to the Property, and (b) obtain a CLTA title insurance policy insuring the Assignee's interests in the leasehold estate established under the Site and Facility Lease and hereunder in the Property, subject only to Permitted Encumbrances, in an amount equal to the original principal components of the Lease Payments. The City will apply the Net Proceeds of such insurance as provided in Section 6.2. -17- Section 5.8. Insurance Net Proceeds; Form of Policies. All insurance policies (or riders) required by this Article V and provided by third party insurance carriers shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State, and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least ten (10) days before the cancellation or revision becomes effective. Each insurance policy or rider required by Sections 5.3, 5.4 and 5.5 and provided by third party insurance carriers shall name the City and the Assignee as insured parties and the Assignee as loss payee and shall include a lender's loss payable endorsement for the benefit of the Assignee. In the case of coverage pursuant to Section 5.3, the Authority and the Assignee shall be added as an additional insureds. Prior to the Closing Date, the City will deposit with the Assignee policies (and riders and endorsements, if applicable) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy (or rider), the City will furnish to the Assignee evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V unless such insurance is no longer obtainable, in which event the City shall notify the Assignee of such fact. Section 5.9. Installation of City's Personal Property. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City, in which the Authority has no interest, and may be modified or removed by the City at any time. The City must repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement prevents the City from purchasing or leasing items to be installed under this Section under a lease or conditional sale agreement, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof,provided that no such lien or security interest may attach to any part of the Property. Section 5.10. Liens. The City will not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than as herein contemplated and except for such encumbrances as the City certifies in writing to the Assignee do not materially and adversely affect the leasehold estate in the Property hereunder and for which the Assignee provides its prior written approval, which approval shall be at Assignee's sole discretion. Except as expressly provided in this Article V, the City will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time.The City will reimburse the Assignee for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Section 5.11. Advances. If the City fails to perform any of its obligations under this Article V, the Authority may take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as additional rental hereunder,with interest at the rate set forth in Section 4.3. Section 5.12. Environmental Covenants. (a) Compliance with Laws; No Hazardous Substances. The City will comply with all Applicable Environmental Laws with respect to the Property and will not use, store, generate, treat, transport, or dispose of any Hazardous Substance thereon or in a manner that would -18- cause any Hazardous Substance to later flow, migrate, leak, leach, or otherwise come to rest on or in the Property. (b) Notification of Assignee. The City will transmit copies of all notices, orders, or statements received from any governmental entity concerning violations or asserted violations of Applicable Environmental Laws with respect to the Property and any operations conducted thereon or any conditions existing thereon to the Assignee, and the City will notify the Assignee in writing immediately of any release, discharge, spill, or deposit of any Hazardous Substance that has occurred or is occurring that in any way affects or threatens to affect the Property, or the people, structures, or other property thereon,provided that no such notification shall create any liability or obligation on the part of the Assignee. (c) Access for Inspection. The City will permit the Assignee, its agents, or any experts designated by the Assignee to have full access to the Property during reasonable business hours for purposes of such independent investigation of compliance with all Applicable Environmental Laws, provided that the Assignee has no obligation to do so, or any liability for any failure to do so,or any liability should it do so. Section 5.13. City Consent to Assignment Agreement. The Authority's rights under this Lease Agreement(excluding the right to receive notices, the right to reimbursement of costs and to indemnification), including the right to receive and enforce payment of the Lease Payments, and the Site and Facility Lease, are being assigned to the Assignee pursuant to the Assignment Agreement. The City hereby consents to such assignment and to any additional assignment of such rights by the Assignee or its assignees.The City agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Assignee or its assignees to protect their interests in the Property and in this Lease Agreement. -19- ARTICLE VI EMINENT DOMAIN;USE OF NET PROCEEDS Section 6.1. Eminent Domain.If all of the Property shall be taken permanently under the power of eminent domain or sold to a governmental entity threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (1) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments in an amount equal to the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the City and the Assignee such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property. Section 6.2.Application of Net Proceeds. (a)From Insurance Award. (i)Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the City in the event of any such damage or destruction shall be deposited by the City promptly upon receipt thereof in a special fund with the Assignee designated as the"Insurance and Condemnation Fund." (ii) Within ninety (90) days following the date of such deposit, the City shall determine and notify the Authority and the Assignee in writing of its determination either (A) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasible or in the best interest of the City and the Net Proceeds, together with other moneys available therefor, are sufficient to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 9.3 hereof, or (B) that all or a portion of such Net Proceeds are to be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property and the fair rental value of the Property following such repair, restoration, replacement, modification or improvement will at least equal the unpaid principal component of the Lease Payments. (iii) In the event the City's determination is as set forth in clause (A) of subparagraph (ii) above, such Net Proceeds shall be promptly applied to the prepayment of Lease Payments and other amounts pursuant to Section 9.3 of this Lease Agreement;provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be so applied only if sufficient, together with other moneys available therefor, to cause the prepayment of the principal components of all unpaid Lease Payments, all accrued and unpaid interest and all other costs related to such prepayments pursuant to Section 9.3 of this Lease Agreement and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property;provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be applied to the prepayment of Lease Payments only if the resulting Lease Payments following such prepayment from Net Proceeds represent fair consideration for the remaining portions of the Property and otherwise such Net Proceeds shall be applied to the prompt -20- replacement, repair, restoration, modification or improvement of the Property, evidenced by a certificate signed by a City Representative. (iv) In the event the City's determination is as set forth in clause (B) of subparagraph(ii) above, such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property by the City, and until the Property has been restored to its prior condition, the City shall not place any lien or encumbrance on the Property that is senior to this Lease Agreement without the prior written consent of the Assignee, at its sole discretion. (b) From Eminent Domain Award. If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited by the City in the Insurance and Condemnation Fund and shall be applied and disbursed as follows: (i) If the City has given written notice to the Authority and the Assignee of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are not needed for repair or rehabilitation of the Property, the City shall so certify to the Authority and the Assignee, and the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.3 of this Lease Agreement. (ii) If the City has given written notice to the Authority and the Assignee of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Lease Agreement, and (B) such proceeds are needed for repair, rehabilitation or replacement of the Property, the City shall so certify to the Authority and the Assignee, and the City shall apply such amounts for such repair or rehabilitation. (iii) If (A) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Authority and the Assignee of its determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under the Lease Agreement or (B) all of the Property shall have been taken in such eminent domain proceedings, then the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.3 of this Lease Agreement. (iv) In making any determination under this Section 6.2(b), the City may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Authority and the Assignee.Any such determination by the City shall be final. (c)From Title Insurance.The Net Proceeds from a title insurance award shall be deposited by the City in the Insurance and Condemnation Fund and credited towards the prepayment of Lease Payments required to be paid pursuant to Section 9.3 of this Lease Agreement. (d) Pro Rata Application of Net Proceeds of Insurance, Condemnation and Title Insurance. To the extent the Property is the subject of more than one lease, Net Proceeds of insurance, -21- condemnation and title insurance shall be applied pro rata between this Lease Agreement and such other lease or leases. Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction. Lease Payments shall be abated during any period in which, by reason of damage or destruction, there is substantial interference with the use and occupancy by the City of the Property or any portion thereof to the extent to be agreed upon by the City and the Assignee. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit C, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed,based upon an appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as evidenced by a Certificate of a City Representative to the Authority and the Assignee. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the City waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that(a)the proceeds of rental interruption insurance or (b)amounts in the Insurance and Condemnation Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. -22- ARTICLE VII OTHER COVENANTS OF THE CITY Section 7.1. Disclaimer of Warranties. THE AUTHORITY MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF. THE CITY ACKNOWLEDGES THAT THE CITY LEASES THE PROPERTY ASIS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. In no event is the Authority liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Lease Agreement for the existence, furnishing, functioning or use of the Property by the City. Section 7.2. Access to the Property; Grant and Conveyance of Right of Entry. The City agrees that the Authority, and the Authority's successors or assigns, has the right at all reasonable times, following at least 48 hours written notice provided to the City, to enter upon and to examine and inspect (to the extent permitted by law and public policy) the Property or any part thereof. The City further agrees that the Authority, and the Authority's successors or assigns shall have such rights of access to the Property or any component thereof, following at least 48 hours written notice provided to the City, as may be reasonably necessary to cause the proper maintenance of the Property if the City fails to perform its obligations hereunder. Neither the Authority nor any of its assigns has any obligation to cause such proper maintenance. The City further grants, conveys and confirms to the Authority, for the use,benefit and enjoyment of the Authority, its successors in interest to the Property, including the Assignee, and its sublessees, and their respective employees, invitees, agents, independent contractors, patrons, customers, guests and members of the public visiting the Property, a right of entry which shall be irrevocable for the Term of this Lease Agreement over, across and under the property of the City adjacent to the Property to and from the Property for the purpose of: (a) ingress,egress,passage or access to and from the Property by pedestrian or vehicular traffic; (b) installation, maintenance and replacement of utility wires, cables, conduits and pipes; and (c) other purposes and uses necessary or desirable for access to and from and for operation and maintenance of the Property. Section 7.3. Release and Indemnification Covenants. The City hereby indemnifies the Authority, the Assignee and their respective directors, officers, agents, employees, successors and assi ns against all claims, losses and damages, including legal fees and expenses, arising out of (a�the use, maintenance, condition or management of, or from any work or thing done on the Property by the City or the City's employees, agents, contractors,invitees or licensees, (b) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (d) any intentional misconduct or negligence of any sublessee of the City with respect to the Property, (e)the acquisition,construction, improvement and equipping of the Property, (f)the clean-up of any Hazardous Substances or toxic wastes from the Property, or(g)any claim alleging violation of any Applicable Environmental Laws, or the authorization of payment of the costs thereof. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct or gross negligence under this Lease Agreement by the Authority, the Assignee, or their respective officers, agents, employees, successors or assigns. The indemnification -23- hereunder shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease Agreement or the termination of the Term of this Lease Agreement for any reason.The City and the Authority each agree to promptly give notice to each other and the Assignee of any claim or liability hereby indemnified against following learning thereof. Section 7.4. Assignment Agreement by the Authority. The Authority's rights, title and interests under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City hereunder, have been assigned to the Assignee; provided that the Authority's rights to indemnification and payment or reimbursement for any costs or expenses hereunder have been retained by the Authority to the extent such rights accrue to the Authority and shall have been assigned to the Assignee to the extent such rights accrue to the Assignee. The City hereby consents to such assignment. Whenever in this Lease Agreement any reference is made to the Authority, such reference shall be deemed to refer to the Assignee(including its assignees). The Assignee may make additional assignments of its rights, title and interests herein, but no such assignment will be effective as against the City unless and until the Assignee has filed with the City at least five (5) Business Days' prior written notice thereof and an executed copy of an investor's letter addressed to the City and the Authority substantially in the form of the letter delivered by the Assignee on the Closing Date. The City shall pay all Lease Payments hereunder to the Assignee, as provided in Section 4.3(i)hereof,or under the written direction of the assignee named in the most recent assignment or notice of assignment filed with the City. During the Term of this Lease Agreement, the City will keep a complete and accurate record of all such notices of assignment. Section 7.5. Assignment Agreement and Subleasing by the City. This Lease Agreement may not be assigned, mortgaged, pledged or transferred by the City. The City may sublease the Property, or any portion thereof, including in connection with a subsequent lease or leases of the Property for financing purposes, with the prior written consent of the Assignee, at the Assignee's sole discretion, subject to all of the following conditions: (a) This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City, and any sublease shall be subject and subordinate to this Lease Agreement. (b)The City shall,within thirty(30)days after the delivery thereof,furnish or cause to be furnished to the Authority and the Assignee a true and complete copy of such sublease. (c)No such sublease by the City may cause the Property to be used for a purpose other than as may be authorized under the provisions of the laws of the State. (d)The City shall furnish the Authority and the Assignee with a written opinion of Bond Counsel stating that such sublease does not cause the interest components of the Lease Payments to become includable in gross income for purposes of federal income taxation or to become subject to personal income taxation by the State. Notwithstanding the foregoing, in connection with any sublease entered into for financing purposes, the principal component of the then remaining Lease Payments plus the principal component of the sublease payments shall not exceed the fair market value of the Property. Section 7.6. Amendment of Lease Agreement. This Lease Agreement may be amended with the prior written consent of the Authority and the Assignee (at the Assignee's sole -24- discretion) provided such amendment does not, in the Assignee's sole judgment, adversely affect the Assignee. Section 7.7.Tax Covenants. (a)Generally. The City will not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, the interest components of the Lease Payments to become includable in gross income of the Assignee for federal income tax purposes. (b) Private Activity Bond Limitation. The City will ensure that the proceeds of the Lease Payments are not so used as to cause the City's obligations hereunder to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c)of the Tax Code. (c)Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Lease Payments to be "federally guaranteed" within the meaning of Section 149(b)of the Tax Code. (d)No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Lease Payments which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Lease Payments to be "arbitrage bonds" within the meaning of Section 148(a)of the Tax Code. (e)Arbitrage Rebate. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government,to the extent that such section is applicable to the Lease Payments. Section 7.8. Financial Statements;Budgets. Within two hundred ten(210) days following the end of each Fiscal Year of the City during the Term of this Lease Agreement, the City will provide the Authority and the Assignee with a copy of its audited financial statements for such Fiscal Year. Such audited financial statements shall include the City's Comprehensive Annual Financial Report ("CAFR"), including such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State law. Within thirty (30) days of the end of each fiscal year, the City will provide the Assignee with a copy of its annual budget and any interim updates or modifications to such budget. The City hereby agrees to provide the Assignee with such other information as may be reasonably requested by the Assignee. Section 7.9. Records and Accounts. The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and correct entries shall be made of all transactions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Assignee upon 72 hours'prior notice. Section 7.10. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the City, including the City's right to exist and carry on business as a municipal corporation, to the end that such rights, privileges -25- and franchises shall be maintained and preserved,and shall not become abandoned,forfeited or in any manner impaired. Section 7.11.Notices.During the Term of this Lease Agreement, the City shall provide to the Assignee: (a) immediate notice by telephone, promptly confirmed in writing, of any event, action or failure to take any action which constitutes an Event of Default under this Lease Agreement, together with a detailed statement by a City representative of the steps being taken by the City to cure the effect of such Event of Default. (b) prompt written notice of any Material Litigation, or any investigation, inquiry or similar proceeding by any Governmental Authority. (c) with reasonable promptness, such other information respecting the City, and the operations, affairs and financial condition of the City as the Assignee may from time to time reasonably request. -26- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.1. Events of Default Defined. Any one or more of the following events constitutes an Event of Default hereunder: (a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein and failure by the City to pay any lease payment or other payment required to be paid under another lease or leases of the Property at the time specified therein. The Default Rate shall become applicable ten(10)days after the date payment is due. (b)Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder,other than as referred to in the preceding clause (a) of this Section, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Assignee. However, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, the Authority and the Assignee shall not unreasonably withhold their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected. (c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or ad''udication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any statement, representation or warranty made by the City in or pursuant to this Lease Agreement or its execution, delivery or performance shall have been false, incorrect, misleading or breached in any material respect on the date when made. (e)Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the City is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by the Assignee or any affiliate of the Assignee, or(ii)arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of$500,000. (f) Any default by the City to observe any covenant, condition or agreement on its part to be observed or performed under the Site and Facility Lease. (g)Any court of competent jurisdiction shall find or rule that the Site and Facility Lease or this Lease Agreement is not valid or binding against the City. Section 8.2. Remedies on Default. Whenever any Event of Default has happened and is continuing, the Authority may exercise any and all remedies available under law or granted under this Lease Agreement; provided, however, that notwithstanding anything herein to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a -27- condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this Lease Agreement shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise any one or more of the following remedies: (a) Enforcement of Payments Without Termination. If the Authority does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency arising out of the re-leasing of the Property, or, if the Authority is unable to re-lease the Property, then for the full amount of all Lease Payments to the end of the Term of this Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by the Authority or any suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Authority. The City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to enter upon and re-lease the Property upon the occurrence and continuation of an Event of Default and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place in Riverside County for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained.The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-lease the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re- leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City agrees to surrender and quit possession of the Property upon demand of the Authority for the purpose of enabling the Property to be re-let under this paragraph.Any rental obtained by the Authority in excess of the sum of Lease Payments plus costs and expenses incurred by the Authority for its services in re-leasing the Property shall be paid to the City. (b) Termination of Lease. If an Event of Default occurs and is continuing hereunder, the Authority at its option may terminate this Lease Agreement and re-lease all or any portion of the Property, subject to the Site and Facility Lease. If the Authority terminates this Lease Agreement at its option and in the manner hereinafter provided due to a default by the City (and notwithstanding any re-entry upon the Property by the Authority in any manner whatsoever or the re-leasing of the Property), the City nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Payments. Any surplus received by the Authority from such re-leasing shall be applied by the Authority to Lease Payments due under this Lease Agreement. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Authority shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate -28- this Lease Agreement. The City covenants and agrees that no surrender of the Property, or of the remainder of the Term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (c)Proceedings at Law or In Equity.If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (d) Remedies under the Site and Facility Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the Site and Facility Lease. Section 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law. Section 8.4. Agreement to Pay Attorneys'Fees and Expenses.If either party to this Lease Agreement defaults under any of the provisions hereof and the non-defaulting party should employ attorneys (including in-house legal counsel)or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees of such attorneys (including allocable costs and expenses of in-house legal counsel, if any) and such other expenses so incurred by the non-defaulting party. Section 8.5. No Additional Waiver Implied by One Waiver. If any agreement contained in this Lease Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and will not be deemed to waive any other breach hereunder. Section 8.6. Assignee to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VIII have been assigned by the Authority to the Assignee, to which assignment the City hereby consents. Such rights and remedies shall be exercised solely by the Assignee. -29- ARTICLE IX PREPAYMENT OF LEASE PAYMENTS Section 9.1. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the City may on any date secure the payment of the Lease Payments in whole or in part by depositing with the Assignee or a fiduciary reasonably satisfactory to the Assignee, in trust, an amount of cash, which shall be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to the Assignee, which cash so held is either (a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit C. or (b) invested in whole in non-callable Federal Securities maturing not later than the dates such funds will be required to make Lease Payments or any prepayment in an amount which is sufficient, in the opinion of an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to the Assignee and addressed and delivered to the Assignee), together with interest to accrue thereon and without reinvestment and together with any cash which is so deposited, to pay such Lease Payments when due under Section 4.3(a)or when due on any optional prepayment date under Section 9.2, as the City instructs at the time of said deposit;provided, however, that at or prior to the date on which any such security deposit is established, the City shall deliver to the Assignee an opinion of Bond Counsel (in form and substance acceptable to the Assignee) to the effect that any such security deposit will not adversely affect the excludability of the interest component of Lease Payments from gross income of the Assignee for federal income tax purposes. In the event of a security deposit under this Section with respect to all unpaid Lease Payments, (i) the Term of this Lease Agreement shall continue, (ii)all obligations of the City under this Lease Agreement, and all security provided by this Lease Agreement for said obligations, shall thereupon cease and terminate, excepting only (A)the obligation of the City to make, or cause to be made, all of the Lease Payments from such security deposit and, to the extent of any deficiency, as rent payable from other legally available funds of the City, and (B) the release and indemnification obligations of the City under subparagraphs(f)and(g)of Section 7.3, and(iii)under Section 4.5, the Authority's leasehold interest in the Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. The City hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Assignee. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Lease Agreement and, notwithstanding anything to the contrary herein, Lease Payments therefrom shall not be subject to abatement under Section 6.3 hereof to the extent payable from the funds held by the Assignee or the fiduciary as described in the first sentence of this Section 9.1. Section 9.2. Optional Prepayment. The City may prepay the principal component of the Lease Payments in full or in part in such order of prepayment as shall be selected by the City, on any date on and after September 1, 2028, at in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together accrued interest to the date fixed for prepayment,without premium. Section 9.3. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the unpaid principal components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the City on any date, together with any accrued and unpaid interest, in the manner calculated in Section 9.2(a), without premium, from and to the extent of any proceeds of insurance award or condemnation award with respect to the Property to be used for such purpose under Section 6.2. The City and the Authority hereby agree that such proceeds, to the extent remaining after -30- payment of any delinquent Lease Payments, shall be credited towards the City's obligations under this Section 9.3. -31- ARTICLE X MISCELLANEOUS Section 10.1. Notices. Any notice, request, complaint, demand or other communication under this Lease Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City and the Assignee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the Authority: Temecula Public Financing Authority c/o City of Temecula 41000 Main Street Temecula,CA 92589 Attention:Finance Director Phone:(951)694-6430 Fax:(951)694-6430 If to the City: City of Temecula 41000 Main Street Temecula,CA 92589 Attention:Finance Director Phone:(951)694-6430 Fax:(951)694-6430 If to the Assignee: Compass Mortgage Corporation 901 Via Piemonte,Suite 140 Ontario,CA 91754 Attention:Senior Vice President Phone:(909)285-3931 Fax:(909)285-3936 Section 10.2.Binding Effect.This Lease Agreement inures to the benefit of and is binding upon the Authority,the City and their respective successors and assigns. Section 10.3. Severability. If any provision of this Lease Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. Section 10.4. Net-net-net Lease. This Lease Agreement is a "net-net-net lease" and the City hereby agrees that the Lease Payments are an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever. Section 10.5. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Lease Agreement. -32- Section 10.6. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which is an original and all of which constitutes one and the same instrument. Section 10.7. Applicable Law. This Lease Agreement is governed by and construed in accordance with the laws of the State. Section 10.8. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or section of this Lease Agreement. -33- IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written. TEMECULA PUBLIC FINANCING AUTHORITY By Aaron Adams Executive Director Attest: Randi Johl Secretary CITY OF TEMECULA By Aaron Adams Attest: City Manager Randi Johl Director of Legislative Affairs/City Clerk -34- EXHIBIT A DESCRIPTION OF THE SITE All that certain real property situated in the City of Temecula, Riverside County, State of California, described as follows: That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being Parcel 1 of the Official Map No.2008-0270686,recorded in Book 1,Pages 20 through 22,inclusive of Official Maps in the office of the County Recorder of said County. Except therefrom that portion of said land described in the Director's Deed recorded November 06, 1987, as Instrument No.320395,of Official Records. Except from portions of said land together with the right to grant to others all mineral,oil and gas rights below the depth of 500 feet below the surface of said land without the right of surface entry, as reserved by Bedford Development Company, a California corporation, formerly known as Kaiser Development Company, a California corporation in Deed recorded August 21, 1989 as Instrument No. 283725, of Official Records. Exhibit A Page 1 EXHIBIT B DESCRIPTION OF THE FACILITY The Facility consists of the Temecula Civic Center including a city hall office building, attached council chambers and community room totaling approximately 96,795 square feet. Exhibit B EXHIBIT C SCHEDULE OF LEASE PAYMENTS Lease Total Payment Principal Interest Lease Date Component Component(1) Payment 12/1/18 $82,759.00 $56,192.50 $138,951.50 3/1/19 84,085.00 54,867.41 138,952.41 6/1/19 84,803.00 54,148.48 138,951.48 9/1/19 85,528.00 53,423.42 138,951.42 12/1/19 86,260.00 52,692.15 138,952.15 3/1/20 86,997.00 51,954.63 138,951.63 6/1/20 87,741.00 51,210.81 138,951.81 9/1/20 88,491.00 50,460.62 138,951.62 12/1/20 89,248.00 49,704.02 138,952.02 3/1/21 90,011.00 48,940.95 138,951.95 6/1/21 90,781.00 48,171.36 138,952.36 9/1/21 91,557.00 47,395.18 138,952.18 12/1/21 92,340.00 46,612.37 138,952.37 3/1/22 93,129.00 45,822.86 138,951.86 6/1/22 93,925.00 45,026.61 138,951.61 9/1/22 94,728.00 44,223.55 138,951.55 12/1/22 95,538.00 43,413.63 138,951.63 3/1/23 96,355.00 42,596.78 138,951.78 6/1/23 97,179.00 41,772.94 138,951.94 9/1/23 98,010.00 40,942.06 138,952.06 12/1/23 98,848.00 40,104.07 138,952.07 3/1/24 99,693.00 39,258.92 138,951.92 6/1/24 100,545.00 38,406.55 138,951.55 9/1/24 101,405.00 37,546.89 138,951.89 12/1/24 102,272.00 36,679.88 138,951.88 3/1/25 103,146.00 35,805.45 138,951.45 6/1/25 104,028.00 34,923.55 138,951.55 9/1/25 104,918.00 34,034.11 138,952.11 12/1/25 105,815.00 33,137.06 138,952.06 3/1/26 106,720.00 32,232.35 138,952.35 6/1/26 107,632.00 31,319.89 138,951.89 9/1/26 108,552.00 30,399.64 138,951.64 12/1/26 109,480.00 29,471.52 138,951.52 3/1/27 110,416.00 28,535.46 138,951.46 6/1/27 111,361.00 27,591.41 138,952.41 9/1/27 112,313.00 26,639.27 138,952.27 12/1/27 113,273.00 25,678.99 138,951.99 3/1/28 114,241.00 24,710.51 138,951.51 6/1/28 115,218.00 23,733.75 138,951.75 9/1/28 116,203.00 22,748.63 138,951.63 12/1/28 117,197.00 21,755.10 138,952.10 3/1/29 118,199.00 20,753.06 138,952.06 6/1/29 119,209.00 19,742.46 138,951.46 (1)Applicable interest rate is 3.420%per annum. Exhibit C Page 1 Lease Total Payment Principal Interest Lease Date Component Component(1) Payment 9/1/29 $120,229.00 $18,723.23 $138,952.23 12/1/29 121,257.00 17,695.27 138,952.27 3/1/30 122,293.00 16,658.52 138,951.52 6/1/30 123,339.00 15,612.92 138,951.92 9/1/30 124,394.00 14,558.37 138,952.37 12/1/30 125,457.00 13,494.80 138,951.80 3/1/31 126,530.00 12,422.14 138,952.14 6/1/31 127,612.00 11,340.31 138,952.31 9/1/31 128,703.00 10,249.23 138,952.23 12/1/31 129,803.00 9,148.82 138,951.82 3/1/32 130,913.00 8,039.00 138,952.00 6/1/32 132,032.00 6,919.69 138,951.69 9/1/32 133,161.00 5,790.82 138,951.82 12/1/32 134,300.00 4,652.29 138,952.29 3/1/33 135,448.00 3,504.03 138,952.03 6/1/33 136,606.00 2,345.95 138,951.95 9/1/33 137,774.00 1,177.97 138,951.97 (1)Applicable interest rate is 3.42070 per annum. Exhibit C Page 2 Quint&Thimmig LLP 07/23/18 07/30/18 AFTER RECORDATION PLEASE RETURN TO: Quint&Thimmig LLP 900 Larkspur Landing Circle,Suite 270 Larkspur,CA 94939-1726 Attention:Brian D.Quint,Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. SITE AND FACILITY LEASE Dated as of August 1, 2018 by and between the CITY OF TEMECULA, as Lessor and the TEMECULA PUBLIC FINANCING AUTHORITY, as Lessee 20002.08 SITE AND FACILITY LEASE THIS SITE AND FACILITY LEASE (this"Site and Facility Lease"), dated as of August 1, 2018, is by and between the CITY OF TEMECULA, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California (the "City"), as lessor, and the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California(the"Authority"), as lessee; WITNESSETH: WHEREAS, pursuant to this Site and Facility Lease, the City proposes to lease those certain parcels of real property situated in the City of Temecula, Riverside County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof(the "Site"), and those certain improvements thereon, more particularly described in Exhibit B hereto(the"Facility" and, with the Site, the "Property"), to the Authority, all for the purpose of enabling the City to finance the construction and equipping of a new recreation center in Margarita Park in place of the former YMCA including the demolition of the existing building and pool and construction and equipping of a new building and pool; WHEREAS, the Authority proposes to lease the Property back to the City pursuant to that certain Lease Agreement, dated as of August 1, 2018, a memorandum of which is recorded concurrently herewith (the "Lease Agreement") and to assign all of its rights, title and interest in, to and under this Site and Facility Lease and the Lease Agreement, including its right to receive lease payments under the Lease Agreement (the "Lease Payments"), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under the Lease Agreement in the event of a default thereunder by the City, to Compass Mortgage Corporation (the "Assignee")pursuant to that certain Assignment Agreement,dated as of August 1,2018,by and between the Authority and the Assignee, and recorded concurrently herewith; NOW,THEREFORE,IT IS HEREBY MUTUALLY AGREED, as follows: Section 1.Definitions. Capitalized terms used,but not otherwise defined, in this Site and Facility Lease shall have the meanings ascribed to them in the Lease Agreement. Section 2. Site and Facility Lease. The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, the Property. The City and the Authority have previously entered into a Site and Facility Lease, dated as of December 1, 2011 (the "2011 Site and Facility Lease")and a Lease Agreement, dated as of December 1, 2011, as amended (the "2011 Lease Agreement"), leasing and subleasing the Property. Therefore, the lease of the Property pursuant to this Site and Facility Lease is effectively a sub-sublease. The 2011 Site and Facility Lease and the 2011 Lease Agreement are scheduled to terminate on December 1, 2031. On such date,this Site and Facility Lease shall not terminate and will become the lease of the Property and the Lease Agreement shall not terminate and will become the sublease of the Property. Section 3. Term. The term of this Site and Facility Lease shall commence on the date of recordation of this Site and Facility Lease in the Office of the County Recorder of the County of Riverside, State of California, and shall end on September 1, 2033, unless such term is extended or sooner terminated as hereinafter provided. If, on September 1, 2033, the aggregate amount of Lease Payments (as defined in and as payable under the Lease Agreement)shall not have been paid by reason of abatement, default or otherwise, or provision shall not have been made for their payment in accordance with the Lease Agreement, then the term of this Site and Facility Lease shall be extended until such Lease Payments shall be fully paid or provision made for such payment, but in no event later than September 1, 2043. If, prior to September 1, 2033, all Lease Payments shall be fully paid or provision made for such payment in accordance with the Lease Agreement, the term of this Site and Facility Lease shall end. Section 4. Advance Rental Payment. The City agrees to lease the Property to the Authority in consideration of the payment by the Authority of an advance rental payment of $6,500,000. The City and the Authority agree that by reason of the assignment of the Lease Payments to the Assignee under and pursuant to the Assignment Agreement, the advance rental payment referenced in the preceding sentence shall be deemed to have been paid. Section 5.Purpose. The Authority shall use the Property solely for the purpose of leasing the Property to the City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Authority and its assigns may exercise the remedies provided in the Lease Agreement. Section 6. City's Interest in the Property.The City covenants that it is the owner in fee of the Property. Section 7. Assignments and Subleases. Unless the City shall be in default under the Lease Agreement, the Authority may not assign its rights under this Site and Facility Lease or sublet the Property, except as provided in the Lease Agreement and the Assignment Agreement, without the written consent of the City and the Assignee. If the City is in default under the Lease Agreement, the Assignee (including its successors and assigns under the Lease Agreement) may fully and freely assign and sublease the Property or any portion thereof, subject to this Site and Facility Lease. Section 8. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same or to make any repairs,improvements or changes necessary for the preservation thereof. Section 9. Termination. The Authority agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Property in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site at the time of the termination of this Site and Facility Lease shall remain thereon and title thereto shall vest in the City. Section 10. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site and Facility Lease,which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site and Facility Lease and of the Lease Agreement shall be deemed to occur as a result thereof and the City shall have no right to terminate this Site and Facility Lease as a remedy for such default. Notwithstanding the foregoing, so long as the Lease Agreement remains in effect, the City will continue to pay the Lease Payments to the Assignee. In the event of the occurrence of an Event of Default under the Lease Agreement, the Authority may (i)exercise the remedies provided in the Lease Agreement, (ii)use the Property for any lawful purpose, subject to any applicable legal limitations or restrictions, and (iii) exercise all options provided herein. -2- Section 11. Quiet Enjoyment. The Authority, at all times during the term of this Site and Facility Lease,shall peaceably and quietly have,hold and enjoy all of the Property subject to the provisions of the Lease Agreement. Section 12. Waiver of Personal Liability. All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every Boardmember, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Site and Facility Lease. No Boardmember, director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder. Section 13. Taxes. All assessments of any kind or character and all taxes, including possessory interest taxes, levied or assessed upon the Property or the Authority's interest in the Property created by this Site and Facility Lease(including both land and improvements)will be paid by the City in accordance with the Lease Agreement. Section 14. Eminent Domain. In the event the whole or any part of the Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid principal component of the Lease Payments, any then unpaid interest component of the Lease Payments and any premium due with respect to the prepayment of Lease Payments to the date such amounts are remitted to the Authority or its assignee, and, subject to the provisions of the Lease Agreement, the balance of the award, if any, shall be paid to the City. The City hereby waives, to the extent permitted by law, any and all rights that it has or may hereafter have to acquire the interest of the Authority in and to the Property through the eminent domain powers of the City. However, the City hereby agrees, to the extent permitted by law, that the compensation to be paid in any condemnation proceedings brought by or on behalf of the City with respect to the Property shall be in an amount not less than the total unpaid principal component of Lease Payments, the interest component of Lease Payments accrued to the date of payment of all Lease Payments and any premium due with respect to the prepayment of Lease Payments under the Lease Agreement. Section 15. Use of the Proceeds. The City and the Authority hereby agree that the lease to the Authority of the City's right and interest in the Property pursuant to Section 2 serves the public purposes of the City. Section 16. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent,be declared invalid,unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law. Section 17. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, at the addresses set forth in the Lease Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing. Section 18. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon the City and the Authority and their respective successors and assigns. -3- The Assignee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary. Section 19. Amendment. This Site and Facility Lease may not be amended except as permitted under the Lease Agreement. Section 20. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site and Facility Lease. Section 21. Applicable Law. This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California. Section 22. No Merger. Neither this Site and Facility Lease, the Lease Agreement nor any provisions hereof or thereof shall be construed to effect a merger of the title of the City to the Property under this Site and Facility Lease and the City's leasehold interest therein under the Lease Agreement. Section 23. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. -4- IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF TEMECULA By Aaron Adams City Manager Attest: Randi Johl Director of Legislative Affairs/City Clerk TEMECULA PUBLIC FINANCING AUTHORITY By Aaron Adams Executive Director Attest: Randi Johl Secretary -5- [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] EXHIBIT A DESCRIPTION OF THE SITE All that certain real property situated in the City of Temecula, Riverside County, State of California, described as follows: That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being Parcel 1 of the Official Map No.2008-0270686,recorded in Book 1,Pages 20 through 22,inclusive of Official Maps in the office of the County Recorder of said County. Except therefrom that portion of said land described in the Director's Deed recorded November 06, 1987, as Instrument No.320395,of Official Records. Except from portions of said land together with the right to grant to others all mineral, oil and gas rights below the depth of 500 feet below the surface of said land without the right of surface entry,as reserved by Bedford Development Company, a California corporation, formerly known as Kaiser Development Company, a California corporation in Deed recorded August 21, 1989 as Instrument No. 283725, of Official Records. Exhibit A Page 1 EXHIBIT B DESCRIPTION OF THE FACILITY The Facility consists of the Temecula Civic Center including a city hall office building, attached council chambers and community room totaling approximately 96,795 square feet. Exhibit B Quint&Thimmig LLP 07/23/18 07/30/18 LETTER AGREEMENT FOR PURCHASE August 15,2018 City of Temecula,California 41000 Main Street Temecula,CA 92589 Attention:Finance Director Temecula Public Financing Authority 41000 Main Street Temecula,CA 92589 Attention:Executive Director Re: $6,500,000 Lease Agreement, dated as of August 1, 2018, by and between the Temecula Public Financing Authority and the City of Temecula, California, assigned to Compass Mortgage Corporation Ladies and Gentlemen: The undersigned, Compass Mortgage Corporation ("Compass"), offers, upon the following terms, to acquire (i) the rights, title and interest of the Temecula Public Financing Authority (the "Authority") under the Lease Agreement (hereinafter defined), including its rights to the Lease Payments to be made by the Ciof Temecula, California (the "City")under the Lease Agreement, dated as of August 1, 2018( e "Lease Agreement"),by and between the City and the Authority;provided that the Authority's rights to indemnification and payment or reimbursement for any costs or expenses thereunder have been retained by the Authority to the extent such rights accrue to the Authority and shall have been assigned to the Assignee to the extent such rights accrue to the Assignee, by entering into an Assignment Agreement, dated as of August 1, 2018 (the "Assignment Agreement"), with the Authority, and (ii) except for the Authority's obligation under Section 4 thereof, the rights, title and interest of the Authority under the Site and Facility Lease, dated as of August 1, 2018 (the "Site and Facility Lease"), by and between the City and the Authority. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Lease Agreement. 1. Purchase and Purchase Price; Terms of Authority's Obligations.The City and the Authority agree to execute and deliver the Site and Facility Lease and the Lease Agreement, and Compass agrees to purchase the Authority's obligations under the Lease Agreement, as described more specifically above and in the Assignment Agreement, at a purchase price of $6,500,000. The Lease Payments under the Lease Agreement and the interest rate applicable thereto shall be as shown in Exhibit A hereto. 2. Use of Funds. The purchase price paid by Compass shall be used by the Authority to pay the City an advance rental of$6,500,000, pursuant to Section 4 of the Site and Facility Lease. The City shall use such advance rental payment received from the Authority to (i) finance the costs of the construction of a new recreation center in Margarita Community Park, and (ii) pay the costs related to the preparation,execution and delivery of the Lease Agreement, the Site and Facility Lease and the Assignment Agreement. 20002.08 3. Disposition of Proceeds. Upon the Closing Date, as defined below, purchase price paid by Compass shall be transferred by Compass for itself and on behalf of the Authority and the City,as follows: (a) Compass shall transfer, via wire transfer, to the City, the amount of$6,405,000.00 to be applied to the costs of the Project. Wire information will be provided prior to the Closing Date. (b)Compass shall transfer, via wire transfer, the following amounts (totaling$95,000.00) to the following entities,in respect of the payment of the costs of the financing transaction: (i) to Fieldman Rolapp & Associates, Inc. $31,500.00 (invoice with wire information to be provided prior to the Closing Date); (ii) to Quint&Thimmi LLP,$40,000.00 (invoice with wire information to be provided prior to the Closing Date; (iii) to Kutak Rock LLP, $10,000.00 (invoice with wire information to be provided prior to the Closing Date); and (iv) to Stewart Title Guaranty Company, $5,225.00 (invoice with wire information to be provided prior to the Closing Date);and (c) Compass shall transfer to the City, $8,275.00, to be applied to the City's costs of the transaction, including the CDIAC fee, counsel fees, or applied to make the first Lease Payment. Wire instructions to be provided prior to the Closing Date. 4. Closing.At 8:00 a.m.Pacific Daylight time, on August 30,2018,or at such other time or on such earlier or later date as Compass, the Authority and the City mutually agree upon (the "Closing Date"), the City will deliver (or cause to be delivered) the Site and Facility Lease and the Lease Agreement executed by the City and the Authority, and the Assignment Agreement executed by the Authority and Compass, and Compass will pay the purchase price for the Authority's obligations as set forth in Section 1 hereof in federal or other immediately available funds. 5.Representations and Warranties of the City.The Ci represents and warrants to Compass that all representations and warranties of the City set fort in the Lease Agreement are true and correct on the date hereof and are made for the benefit of Compass as if set forth herein. 6. Conditions Precedent to the Closing.Other conditions precedent to the Closing are: (a)The delivery by the City of a certified copy of(i)the resolution of the City Council of the City authorizing the execution and delivery by the City of the Site and Facility Lease and the Lease Agreement, together with an incumbency certificate of the City, and (ii) the resolution of the Board of Directors of the Authority authorizing the execution and delivery by the Authority of the Site and Facility Lease, the Lease Agreement and the Assignment Agreement, together with an incumbency certificate of the Authority; (b) The delivery by the City of the fully executed Site and Facility Lease, Lease Agreement and Assignment Agreement in form and substance acceptable to Compass; -2- (c)The execution and delivery by the City of an Internal Revenue Service Form 8038-G; (d) Delivery of a legal opinion addressed to the City and Compass, dated the Closing Date, of Quint & Thimmig LLP, as Special Counsel, with respect to (i) the validity and enforceability of the Lease Agreement, the Site and Facility Lease, and the Assignment Agreement by and against the City and the Authority (as applicable), and (ii) the tax-exempt status of the interest component of the Lease Payments, in form and substance acceptable to Compass; (e)The delivery of a certificate dated the Closing Date and signed by the City Manager, the Finance Director, or such other officer of the City as the City Council of the City may approve,to the effect that: (i) to the best knowledge of the City, there are no actions or proceedings against the City pending and notice of which has been served on the City or threatened that materially adversely affect the City's ability to pay the Lease Payments or to perform its obligations under the Site and Facility Lease and Lease Agreement; (ii) the representations and warranties of the City contained in this agreement and the Lease Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date;and (iii) the City acknowledges receipt from Compass, on behalf of the Authority, of the advance rental payment specified in Section 4 of the Site and Facility Lease; (f)The delivery by the City of a title policy for the property that is the subject of the Site and Facility Lease and Lease Agreement in form acceptable to Compass; (g)The execution and delivery by the City of a certificate as to arbitrage;and (h) The delivery by Compass of a purchaser letter in form and substance as attached hereto as Exhibit B. (i)Such other documents as may be reasonably requested by Compass. 7. Events Permitting Compass to Terminate. Compass may terminate its obligation to purchase the Authority's obligations under the Lease Agreement before the Closing Date if any of the following occurs: (a) any legislative, executive or regulatory action (including the introduction of legislation)or any court decision that,in the judgment of Compass,casts sufficient doubt on the legality of or the tax-exempt status of the interest component of obligations such as those represented by the Lease Agreement and the Lease Payments so as to materially impair the marketability or to materially reduce the market price of such obligations, in the reasonable opinion of Compass; (b)any action by the Securities and Exchange Commission or a court that would require registration of the Lease Agreement under the Securities Act of 1933, as amended; or (c)any event occurs or becomes known that has a material adverse effect on the financial condition of the City or on the ability of the City or the Authority to perform under the Site and Facility Lease, the Lease Agreement or the Assignment Agreement. -3- 8. Agreement of Purchaser Regarding Transfer of the Lease Agreement. The Purchaser acknowledges that the Property leased by the Authority to the City under the Lease Agreement is the same property that is the subject of a lease agreement, dated as of December 1, 2011, by and between the Authority and the City (the "2011 Lease Agreement"), the rights under which were previously assigned to the Purchaser. The Purchaser agrees that if it elects to transfer its rights under the Lease Agreement to another investor, as permitted under the Lease Agreement, it will not do so unless its rights under the 2011 Lease Agreement are also transferred to such investor and that both the Lease Agreement and the 2011 Lease Agreement are transferred in whole. IN WITNESS WHEREOF, the parties hereto have executed and entered into this Letter Agreement for Purchase by their officers thereunto duly authorized as of the day and year first above written. COMPASS MORTGAGE CORPORATION By James Manning Vice President The foregoing is hereby agreed to and accepted as of the date first above written: CITY OF TEMECULA By Aaron Adams City Manager TEMECULA PUBLIC FINANCING AUTHORITY By Aaron Adams Executive Director -4- EXHIBIT A Lease Total Payment Principal Interest Lease Date Component Component(1) Payment 12/1/18 $82,759.00 $56,192.50 $138,951.50 3/1/19 84,085.00 54,867.41 138,952.41 6/1/19 84,803.00 54,148.48 138,951.48 9/1/19 85,528.00 53,423.42 138,951.42 12/1/19 86,260.00 52,692.15 138,952.15 3/1/20 86,997.00 51,954.63 138,951.63 6/1/20 87,741.00 51,210.81 138,951.81 9/1/20 88,491.00 50,460.62 138,951.62 12/1/20 89,248.00 49,704.02 138,952.02 3/1/21 90,011.00 48,940.95 138,951.95 6/1/21 90,781.00 48,171.36 138,952.36 9/1/21 91,557.00 47,395.18 138,952.18 12/1/21 92,340.00 46,612.37 138,952.37 3/1/22 93,129.00 45,822.86 138,951.86 6/1/22 93,925.00 45,026.61 138,951.61 9/1/22 94,728.00 44,223.55 138,951.55 12/1/22 95,538.00 43,413.63 138,951.63 3/1/23 96,355.00 42,596.78 138,951.78 6/1/23 97,179.00 41,772.94 138,951.94 9/1/23 98,010.00 40,942.06 138,952.06 12/1/23 98,848.00 40,104.07 138,952.07 3/1/24 99,693.00 39,258.92 138,951.92 6/1/24 100,545.00 38,406.55 138,951.55 9/1/24 101,405.00 37,546.89 138,951.89 12/1/24 102,272.00 36,679.88 138,951.88 3/1/25 103,146.00 35,805.45 138,951.45 6/1/25 104,028.00 34,923.55 138,951.55 9/1/25 104,918.00 34,034.11 138,952.11 12/1/25 105,815.00 33,137.06 138,952.06 3/1/26 106,720.00 32,232.35 138,952.35 6/1/26 107,632.00 31,319.89 138,951.89 9/1/26 108,552.00 30,399.64 138,951.64 12/1/26 109,480.00 29,471.52 138,951.52 3/1/27 110,416.00 28,535.46 138,951.46 6/1/27 111,361.00 27,591.41 138,952.41 9/1/27 112,313.00 26,639.27 138,952.27 12/1/27 113,273.00 25,678.99 138,951.99 3/1/28 114,241.00 24,710.51 138,951.51 6/1/28 115,218.00 23,733.75 138,951.75 9/1/28 116,203.00 22,748.63 138,951.63 12/1/28 117,197.00 21,755.10 138,952.10 3/1/29 118,199.00 20,753.06 138,952.06 6/1/29 119,209.00 19,742.46 138,951.46 9/1/29 $82,759.00 $56,192.50 $138,951.50 12/1/29 84,085.00 54,867.41 138,952.41 (1)Applicable interest rate is 3.420%per annum. Exhibit A Page 1 Lease Total Payment Principal Interest Lease Date Component Component(1) Payment 3/1/30 $120,229.00 $18,723.23 $138,952.23 6/1/30 121,257.00 17,695.27 138,952.27 9/1/30 122,293.00 16,658.52 138,951.52 12/1/30 123,339.00 15,612.92 138,951.92 3/1/31 124,394.00 14,558.37 138,952.37 6/1/31 125,457.00 13,494.80 138,951.80 9/1/31 126,530.00 12,422.14 138,952.14 12/1/31 127,612.00 11,340.31 138,952.31 3/1/32 128,703.00 10,249.23 138,952.23 6/1/32 129,803.00 9,148.82 138,951.82 9/1/32 130,913.00 8,039.00 138,952.00 12/1/32 132,032.00 6,919.69 138,951.69 3/1/33 133,161.00 5,790.82 138,951.82 6/1/33 134,300.00 4,652.29 138,952.29 9/1/33 135,448.00 3,504.03 138,952.03 (1)Applicable interest rate is 3.420%per annum. Exhibit A Page 2 EXHIBIT B FORM OF PURCHASER LETTER City of Temecula,California 41000 Main Street Temecula,CA 92589 Attention:Finance Director Temecula Public Financing Authority 41000 Main Street Temecula,CA 92589 Attention:Executive Director Re: $6,500,000 Lease Agreement, dated as of August 1, 2018, by and between the Temecula Public Financing Authority and the City of Temecula, California, assigned to Compass Mortgage Corporation Ladies and Gentlemen: The undersigned, Compass Mortgage Corporation ("Compass"), has agreed to acquire (i) the rights, title and interest of the Temecula Public Financing Authority (the "Authority") under the Lease Agreement, dated as of August 1, 2018 (the "Lease Agreement"), by and between the City of Temecula (the "City") and the Authority, including its rights to the lease payments to be made by the City under the Lease Agreement. In connection with such purchase,Compass hereby agrees and certifies to the Authority and the City that: (a)Compass has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other obligations of a nature similar to the Lease Agreement to be able to evaluate the risks and merits of the purchase of the rights, title and interest of the Authority under the Lease Agreement. (b) Compass is acquiring the rights, title and interest of the Authority under the Lease Agreement for its own account and not with a view to, or for sale in connection with, any distribution thereof or any part thereof. Compass has not offered to sell, solicited offers to buy, or agreed to sell the rights, title and interest of the Authority under the Lease Agreement or any part thereof, and Compass has no current intention of reselling or otherwise disposing of the rights, title and interest of the Authority under the Lease Agreement provided, however, such representation shall not preclude Compass from transferring or selling of the rights, title and interest of the Authority under the Lease Agreement in accordance with the Lease Agreement. Compass is not acting in a broker-dealer capacity in connection with its purchase of the rights, title and interest of the Authority under the Lease Agreement. (c) Compass has made its own credit inquiry and analysis with respect to the City and the Lease Agreement and has made an independent credit decision based upon such inquiry and analysis and in reliance on the truth, accuracy, and completeness of the representations and warranties of the City set forth in the Lease Agreement and in the information set forth in any materials submitted to Compass by the City. The City has furnished to Compass all the information which Compass has requested of the City as a result of Compass having attached significance thereto in making its decision with respect to the Lease Agreement, and Compass has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City and the Lease Agreement. Compass is able and willing to bear Exhibit B Page 1 the economic risk of the purchase and ownership of the rights,title and interest of the Authority under the Lease Agreement. (d) Compass understands that the Lease Agreement has not been registered under the United States Securities Act of 1933 or under any state securities laws. Compass agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Lease Agreement by it, and further acknowledges that any current exemption from registration of the Lease Agreement does not affect or diminish such requirements. (e) Compass has authority to purchase the rights, title and interest of the Authority under the Lease Agreement and to execute any instruments and documents required to be executed by Compass in connection with the purchase of the rights, title and interest of the Authority under the Lease Agreement. The undersigned is a duly appointed, qualified, and acting officer of Compass and is authorized to cause Compass to make the representations and warranties contained herein on behalf of Compass. (f)Compass has been informed that the Lease Agreement(i)has not been and will not be registered or otherwise qualified for sale under the 'Blue Sky" laws and regulations of any jurisdiction, and (ii)will not be listed on any stock or other securities exchange. (g) Compass acknowledges that rights, title and interest of the Authority under the Lease Agreement are transferable with certain requirements, as described in the Lease Agreement. (h) Compass acknowledges that the Lease Agreement is exempt from the requirements of Rule 15c2-12 of the Securities and Exchange Commission and that the City has not undertaken to provide any continuing disclosure with respect to the Lease Agreement. COMPASS MORTGAGE CORPORATION By Name Title Exhibit B Page 2 Quint&Thimmig LLP 07/23/18 07/30/18 AFTER RECORDATION RETURN TO: Quint&Thimmig LLP 900 Larkspur Landing Circle,Suite 270 Larkspur,CA 94939-1726 Attention:Brian D.Quint,Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. ASSIGNMENT AGREEMENT For Value Received, the TEMECULA PUBLIC FINANCING AUTHORITY (the "Authority")without recourse does hereby sell, assign and transfer to COMPASS MORTGAGE CORPORATION (the "Assignee"), and its successors and assigns, (i) all of its rights, title and interest in and to the Lease Agreement, dated as of August 1, 2018, a memorandum of which has been recorded concurrently herewith, by and between the Authority, as sublessor, and the City of Temecula, California (the "City"), as sublessee (said Lease Agreement and any supplements, amendments, annexations, extensions or renewals thereof is referred to hereinafter as the "Lease Agreement"), as well as its rights to enforce payment of Lease Payments (as defined in the Lease Agreement) when due or otherwise to protect its interests and exercise all remedies in the event of a default or termination by the City under the Lease Agreement; provided that the Authority's rights to indemnification and payment or reimbursement for any costs or expenses thereunder have been retained by the Authority to the extent such rights accrue to the Authority and shall have been assigned to the Assignee to the extent such rights accrue to the Assignee, (ii)except for the Authority's obligation under Section 4 thereof, all of its rights, title and interest in and to the Site and Facility Lease, dated as of August 1, 2018, which has been recorded concurrently herewith, by and between the City, as lessor,and the Authority, as lessee(the "Site and Facility Lease"),and (iii)all moneys, sums and amounts now due or hereinafter to become due under the Lease Agreement. The Site and Facility Lease and the Lease Agreement delivered to the Assignee are duly executed duplicate Tethat comprise the entire writing, obligation and agreement between the Authority and the City respecting the leases made thereunder and the lease payments made therefor. The Authority represents and warrants as follows: (1)it has made no prior sale or assignment of any interest in the Site and Facility Lease and the Lease Agreement; (2) that the Lease Agreement and Site and Facility Lease are genuine and in all respects are what they purport to be;and (3) that Assignee is not liable for and does not assume responsibility for the performance of any of the covenants, agreements, duties or obligations specified in the Lease Agreement to be kept, paid or performed by the Authority,with exception of such 20002.08 covenants, agreements, duties and obligations (if any) which are expressly made the responsibility of Assignee under the Lease Agreement. The Authority further represents and warrants that as of the date of this Assignment Agreement, the Lease Agreement and Site and Facility Lease are in full force and effect and the City is not in default of any of the terms set forth therein. By its acceptance of this Assignment Agreement, the Assignee represents and warrants (i)the price it has paid in consideration for assignment of the Lease Agreement is$6,500,000; (ii) that it reasonably expects to hold the Lease Agreement for its own account and does not presently expect to sell, assign, or otherwise transfer the Lease Agreement, subject to the Assignee's right to dispose of or otherwise deal with its property (including the Lease Agreement)as it determines to be in its best interests from time to time;and(iii)that it will treat the Lease Agreement as an investment for federal income tax purposes. The Assignee agrees that any further assignment or transfer of the Assignee's rights and interests under the Lease Agreement shall be subject to the second paragraph of Section 7.4 of the Lease Agreement. Furthermore, as between the Assignee and any such subsequent assignee or transferee (the "Transferee") on the one hand, and the Authority and the City on the other, the Assignee and the Transferee shall be responsible for ensuring that such assignment or transfer complies with all applicable laws and regulations, including but not limited to sections 5950 through 5955 of the California Goverment Code, and neither the Authority nor the City shall have any responsibility or liability arising from any such non-compliance This Assignment Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Any provision of this Assignment Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Assignment Agreement. This Assignment Agreement binds and inures to the benefit of the parties and their respective successors and assigns. In the event of litigation between the Authority and the Assignee arising under this Assignment Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses, including attorneys' fees which may be those of in-house counsel, incurred by the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions of this Assignment Agreement. The Site and the Facility which are the subject of the Site and Facility Lease and the Lease Agreement are set forth in Exhibits A and B attached hereto and by this reference incorporated herein. -2- This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Dated as of August 1,2018 TEMECULA PUBLIC FINANCING AUTHORITY By Aaron Adams Executive Director Attest: Randi Johl Secretary ACCEPTANCE OF ASSIGNMENT: COMPASS MORTGAGE CORPORATION, as Assignee By James Manning Vice President -3- EXHIBIT A DESCRIPTION OF THE SITE All that certain real property situated in the City of Temecula, Riverside County, State of California, described as follows: That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being Parcel 1 of the Official Map No.2008-0270686,recorded in Book 1,Pages 20 through 22, inclusive of Official Maps in the office of the County Recorder of said County. Except therefrom that portion of said land described in the Director's Deed recorded November 06, 1987, as Instrument No.320395,of Official Records. Except from portions of said land together with the right to grant to others all mineral, oil and gas rights below the depth of 500 feet below the surface of said land without the right of surface entry, as reserved by Bedford Development Company, a California corporation, formerly known as Kaiser Development Company, a California corporation in Deed recorded August 21, 1989 as Instrument No. 283725, of Official Records. Exhibit A Page 1 EXHIBIT B DESCRIPTION OF THE FACILITY The Facility consists of the Temecula Civic Center including a city hall office building, attached council chambers and community room totaling approximately 96,795 square feet. Exhibit B Page 1 Quint&Thimmig LLP 07/23/18 07/30/18 AFTER RECORDATION PLEASE RETURN TO: Quint&Thimmig LLP 900 Larkspur Landing Circle,Suite 270 Larkspur,CA 94939-1726 Attention:Brian D.Quint,Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO LEASE AGREEMENT (Amending that certain Lease Agreement, dated as of December 1, 2011, by and between the Temecula Public Financing Authority, as lessor,and the City of Temecula, as lessee) Dated as of August 1, 2018 by and between the TEMECULA PUBLIC FINANCING AUTHORITY, as Lessor and the CITY OF TEMECULA, as Lessee FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of August 1, 2018, is by and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessor (the "Authority"), and the CITY OF TEMECULA, a municipal corporation and general law city duly organized and existing under the laws of the State of California, as lessee (the "City"), amending that certain Lease Agreement, dated as December 1, 2011, by and between the Authority, as lessor, and the City, as lessee, recorded by memorandum on December 1,2011, as document number 2011-0529563, in the Official Records of Riverside County, California (the "Lease Agreement"); WITNESSETH: WHEREAS, the City entered into transactions with the Authority in 2011 to refund the City's Certificates of Participation (2001 Capital Improvement Financing Project) and the City's Certificates of Participation(2008 Temecula Civic Center Financing Project); WHEREAS, in connection with the financing of the Project, the City entered into the Lease Agreement, with the original principal amount of$26,835,000; WHEREAS,lease payments made by the City under the Lease Agreement were assigned by the Authority to Compass Mortgage Corporation, as purchaser(the"Purchaser"); WHEREAS, pursuant to the terms of the Lease Agreement, interest payable with respect to the principal component of the lease payments under the Lease Agreement, is paid at the rate of 3.75070 per annum; WHEREAS, the City has requested and the Purchaser has agreed to reduce the rate of interest payable under the Lease Agreement to 3.4207o per annum; WHEREAS, the City has requested the deletion of the "make whole" prepayment provision and the Purchaser has agreed so long as the optional prepayment provision excludes prepayment until December 1,2026; WHEREAS, the City has requested, and the Assignee has agreed, to make certain revisions to the Lease Agreement to match provisions in a new lease between the Authority and the City,also assigned to the Assignee; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1.Amendment of the Lease Agreement. (a)Section 1.1 of the Lease Agreement is hereby amended to include a new definition of "Default Rate" therein as follows: "Default Rate"means 6.4270 per annum. (b) Paragraph (c) of Section 2.1 of the Lease Agreement is hereby amended in full as follows: (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease and this Lease Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases. (c) Paragraph (c) of Section 2.2 of the Lease Agreement is hereby amended in full as follows: (c) Valid, Binding and Enforceable Obligations. The Site and Facility Lease, this Lease Agreement and the Assignment Agreement have been duly authorized, executed and delivered by the Authority and constitute the legal,valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases. (d) Paragraph (a) of Section 4.3 of the Lease Agreement is hereby amended in full as follows: (a) Obligation to Pay. Subject to the provisions of Sections 6.1 and 6.3 and the provisions of Article IX, the City agrees to pay to the Authority, its successors and assigns, the Lease Payments (denominated into components of principal and interest)in the respective amounts specified in Exhibit C attached hereto (including any supplements thereto) and by this reference incorporated herein, to be due and payable in immediately available funds on each of the respective Lease Payment Dates specified in Exhibit C. The Lease Payments payable in any Rental Period with respect to the Property shall be for the use of the Property during such Rental Period. The interest components of the Lease Payments have been calculated based on an interest rate of 3.4207o per annum, on the basis of a 360-day year of twelve 30-day months. The City understands that the Assignee will send an invoice to the City in advance of each Lease Payment Date. (d) Paragraph (d) of Section 4.3 of the Lease Agreement is hereby amended in full as follows: (d) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section 4.3 within ten (10) days of the required date, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the Default Rate. (e) Subparagraph (iii) of paragraph (a) of Section 6.2 is hereby amended in full as follows: (iii) In the event the City's determination is as set forth in clause (A) of subparagraph (ii) above, such Net Proceeds shall be promptly applied to the -2- prepayment of Lease Payments and other amounts pursuant to Section 9.3 of this Lease Agreement,provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be so applied only if sufficient, together with other moneys available therefor, to cause the prepayment of the principal components of all unpaid Lease Payments, all accrued and unpaid interest and all other costs related to such prepayments pursuant to Section 9.3 of this Lease Agreement and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property;provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be applied to the prepayment of Lease Payments only if the resulting Lease Payments following such prepayment from Net Proceeds represent fair consideration for the remaining portions of the Property and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, evidenced by a certificate signed by a City Representative. (f) Section 6.2 of the Lease Agreement is hereby amended by the addition of a new paragraph(d)as follows: (d) Pro Rata Application of Net Proceeds of Insurance, Condemnation and Title Insurance. To the extent the Property is the subject of more than one lease, Net proceeds of insurance, condemnation and title insurance shall be applied pro rata between this Lease Agreement and such other lease or leases. (g)Section 7.5 of the Lease Agreement is hereby amended in full as follows: Section 7.5. Assignment Agreement and Subleasing by the City. This Lease Agreement may not be assigned, mortgaged, pledged or transferred by the City. The City may sublease the Property, or any portion thereof, including in connection with a subsequent lease or leases of the Property for financing purposes, with the prior written consent of the Assignee, at the Assignee's sole discretion, subject to all of the following conditions: (a)This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City, and any sublease shall be subject and subordinate to this Lease Agreement. (b) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Assignee a true and complete copy of such sublease. (c)No such sublease by the City may cause the Property to be used for a purpose other than as may be authorized under the provisions of the laws of the State. (d)The City shall furnish the Authority and the Assignee with a written opinion of Bond Counsel stating that such sublease does not cause the interest components of the Lease Payments to become includable in gross income for purposes of federal income taxation or to become subject to personal income taxation by the State. Notwithstanding the foregoing, in connection with any sublease entered into for financing purposes, the principal component of the then remaining Lease Payments plus the principal component of the sublease payments shall not exceed the fair market value of the Property. -3- (h)Section 7.8 of the Lease Agreement is hereby amended in full as follows: Section 7.8. Financial Statements; Budgets. Within two hundred ten (210) days following the end of each Fiscal Year of the City during the Term of this Lease Agreement, the City will provide the Authority and the Assignee with a copy of its audited financial statements for such Fiscal Year.Such audited financial statements shall include the City's Comprehensive Annual Financial Report ("CAFR"), including such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State law. Within thirty (30) days of the end of each fiscal year, the City will provide the Assignee with a copy of its annual budget and any interim updates or modifications to such budget. The City hereby agrees to provide the Assignee with such other information as may be reasonably requested by the Assignee. (i) Paragraph (a) of Section 8.1 of the Lease Agreement is hereby amended in full as follows: (a)Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein and failure by the City to pay any lease payment or other payment required to be paid under another lease or leases of the Property at the time specified therein. The Default Rate shall become applicable ten (10) days after the date payment is due. (j)Section 9.2 of the Lease Agreement is hereby amended in full as follows: Section 9.2. Optional Prepayment.The City may prepay the principal component of the Lease Payments in full or in part in such order of prepayment as shall be selected by the City, on any date on and after December 1, 2026, in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together accrued interest to the date fixed for prepayment,without premium. (k)Section 9.3 of the Lease Agreement is hereby amended in full as follows: Section 9.3. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the unpaid principal components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the City on any date, toether with any accrued and unpaid interest, in the manner calculated in Section 9.2(al, without premium, from and to the extent of any proceeds of insurance award or condemnation award with respect to the Property to be used for such purpose under Section 6.2. The City and the Authority hereby agree that such proceeds, to the extent remaining after payment of any delinquent Lease Payments,shall be credited towards the City's obligations under this Section 9.3. (1) Exhibit C to the Lease Agreement is hereby amended in full, as shown on Exhibit A attached hereto. SECTION 2. Effective Date of Amendments.The amendments set forth in Section 1 shall be effective as of September 1,2018. SECTION 3. Execution in Counterparts. This First Amendment to Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -4- SECTION 4. Applicable Law. This First Amendment to Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. -5- IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year First above written. TEMECULA PUBLIC FINANCING AUTHORITY By Aaron Adams Executive Director Attest: Randi Johl Secretary CITY OF TEMECULA By Aaron Adams City Manager Attest: Randi Johl Director of Legislative Affairs/City Clerk APPROVED AND CONSENTED TO: COMPASS MORTGAGE CORPORATION By Name Title -6- [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] EXHIBIT A TO FIRST AMENDMENT TO LEASE AGREEMENT EXHIBIT C SCHEDULE OF LEASE PAYMENTS Lease Total Payment Principal Interest Lease Date Component Component (1) Payment 12/1/18 $358,000 $159,654.15 $517,654.15 3/1/19 362,000 156,593.25 518,593.25 6/1/19 365,000 153,498.15 518,498.15 9/1/19 368,000 150,377.40 518,377.40 12/1/19 371,000 147,231.00 518,231.00 3/1/20 376,000 144,058.95 520,058.95 6/1/20 378,000 140,844.15 518,844.15 9/1/20 381,000 137,612.25 518,612.25 12/1/20 385,000 134,354.70 519,354.70 3/1/21 389,000 131,062.95 520,062.95 6/1/21 392,000 127,737.00 519,737.00 9/1/21 396,000 124,385.40 520,385.40 12/1/21 399,000 120,999.60 519,999.60 3/1/22 404,000 117,588.15 521,588.15 6/1/22 286,000 114,133.95 400,133.95 9/1/22 289,000 111,688.65 400,688.65 12/1/22 292,000 109,217.70 401,217.70 3/1/23 294,000 106,721.10 400,721.10 6/1/23 297,000 104,207.40 401,207.40 9/1/23 300,000 101,668.05 401,668.05 12/1/23 303,000 99,103.05 402,103.05 3/1/24 306,000 96,512.40 402,512.40 6/1/24 309,000 93,896.10 402,896.10 9/1/24 311,000 91,254.15 402,254.15 12/1/24 314,000 88,595.10 402,595.10 3/1/25 317,000 85,910.40 402,910.40 6/1/25 320,000 83,200.05 403,200.05 9/1/25 322,000 80,464.05 402,464.05 12/1/25 325,000 77,710.95 402,710.95 3/1/26 328,000 74,932.20 402,932.20 6/1/26 331,000 72,127.80 403,127.80 9/1/26 334,000 69,297.75 403,297.75 12/1/26 337,000 66,442.05 403,442.05 3/1/27 340,000 63,560.70 403,560.70 6/1/27 344,000 60,653.70 404,653.70 9/1/27 346,000 57,712.50 403,712.50 12/1/27 350,000 54,754.20 404,754.20 3/1/28 353,000 51,761.70 404,761.70 6/1/28 356,000 48,743.55 404,743.55 9/1/28 360,000 45,699.75 405,699.75 12/1/28 363,000 42,621.75 405,621.75 (1)Applicable interest rate is 3.420%per annum. Exhibit A Page 1 Lease Total Payment Principal Interest Lease Date Component Component (1) Payment 3/1/29 $366,000 $39,518.10 $405,518.10 6/1/29 370,000 36,388.80 406,388.80 9/1/29 373,000 33,225.30 406,225.30 12/1/29 376,000 30,036.15 406,036.15 3/1/30 380,000 26,821.35 406,821.35 6/1/30 383,000 23,572.35 406,572.35 9/1/30 387,000 20,297.70 407,297.70 12/1/30 390,000 16,988.85 406,988.85 3/1/31 394,000 13,654.35 407,654.35 6/1/31 398,000 10,285.65 408,285.65 9/1/31 401,000 6,882.75 407,882.75 12/1/31 404,000 3,454.20 407,454.20 (1)Applicable interest rate is 3.420%per annum. Exhibit A Page 2 Item No . 15 Approvals i�-- City Attorney A Director of Finance :A- 1-12- City Manager i CITY OF TEMECULA/TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: City Council/Board of Directors FROM: Aaron Adams, City Manager/Executive Director DATE: August 14, 2018 SUBJECT: Approve Amendments to the Fiscal Year 2018-19 Annual Operating Budget and Fiscal Years 2019-23 Capital Improvement Program Budget PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the City Council/Board of Directors: 1. Approve Amended Capital Improvement Program budgets for the Citywide Streetlight Acquisition and Light Emitting Diode (LED) Retrofit project and the Margarita Recreation Center project. 2. Appropriate $731,850 in available Measure S Fund Balance to increase the Operating Transfer Out— CIP DISCUSSION: On June 12, 2018, the City Council adopted the Fiscal Year 2018- 2019 Annual Operating Budget and the Fiscal Years 2019-2023 Capital Improvement Program (CIP). As reflected in the Adopted Budget and CIP, the funding for the Citywide Streetlight Acquisition and Light Emitting Diode (LED) Retrofit project included $5,375,593 in Capital Financing, as the City was planning to participate in a streetlight acquisition financing program administered by WRCOG. Upon further review of the financing documents, it became apparent that the proposed financing arrangement would not meet the needs of the City. Subsequently, staff researched alternative financing opportunities and, with the assistance of the City's Financial Advisor, James Fabian from Fieldman, Rolapp and Associates, identified a more favorable financing structure for a different capital project. By financing the reconstruction of the Margarita Recreation Center (MRC) project, rather than use Measure S funds, a total of $4.7 million of Measure S funds become available to reallocate to the Streetlight Acquisition project. An additional benefit to financing the MRC project is the acceleration of the reconstruction of the pool facility. Due to financial constraints, the Adopted CIP programmed funding for the pool in FY2022-23, however under the proposed financing alternative, the pool reconstruction can happen simultaneously with the building and provide a completely renovated recreation center to the community three years earlier than previously programmed in the CIP. The attached table summarizes the reallocation of existing funding and proposed financing for the MRC project. FISCAL IMPACT: The Fiscal Impact of the budget amendments are outlined on the attached Summary of Budget Adjustments and Capital Improvement Program sheets. ATTACHMENTS: 1. Summary of Budget Adjustments 2. Citywide Streetlight Acquisition and Light Emitting Diode (LED) Retrofit Capital Improvement Program sheet 3. Margarita Recreation Center Capital Improvement Program sheet City of Temecula Summary of Budget Adjustments 2018-19 2019-20 2020-21 2021-22 2022-23 Total FY18-19 Adopted Budget Adopted Projection Projection Projection Projection Project Streetlight Acquisition CIP Financing 5,375,598 5,375,598 LED Conversion General Fund 2,503,311 2,503,311 7,878,909 - - - 7,878,909 Debt Service(for Streetlights) General Fund 367,233 558,524 558,524 558,524 558,524 2,601,329 Margarita Rec Center CIP Measure S 5,347,188 720,000 1,900,000 7,967,188 DIF(Police) 140,000 140,000 5,487,188 720,000 - - 1,900,000 8,107,188 By Funding Source: Financing 5,375,598 - - - - General Fund 2,870,544 558,524 558,524 558,524 558,524 Measure S 5,347,188 720,000 - - 1,900,000 DIF(Police) 140,000 - - - - 2018-19 2019-20 2020-21 2021-22 2022-23 Total FY18-19 Amended Budget Revised Projection Projection Projection Projection Project Streetlight Acquisition CIP Measure S 4,700,000 4,700,000 General Fund 800,000 800,000 LED Conversion General Fund 1,703,311 1,703,311 Measure S 400,000 400,000 Unidentified* 400,000 400,000 7,203,311 800,000 8,003,311 *Unidentified-possible Cell Tower lease revenue or fiscal year-end savings Margarita Rec Center CIP Measure S 1,379,038 720,000 2,099,038 Financing 6,400,000 6,400,000 DIF(Police) 140,000 140,000 7,919,038 720,000 8,639,038 Debt Service(for MRC) General Fund 416,855 555,807 555,808 555,808 555,807 2,640,085 By Funding Source: Financing 6,400,000 - - - - General Fund 2,920,166 555,807 555,808 555,808 555,807 Measure S 6,079,038 1,120,000 - - - DIF(Police) 140,000 - Budget Adjustments by Funding Source: Financing 1,024,402 General Fund** 49,622 (2,717) (2,716) (2,716) (2,717) Measure S 731,850 400,000 (1,900,000) DIF(Police) - - **FY18-19 appropriation will be offset by savings in Debt Service on the Civic Center Lease due to the refinancing of this Lease R Capital Improvement Program Fiscal Years 2019-23 CITYWIDE STREETLIGHT ACQUISITION AND LIGHT EMITTING DIODE(LED)RETROFIT Infrastructure/Other Project Project Description: Phase I of this project is to purchase the Southern California Edison(SCE)owned streetlights within the City's boundary,including the light poles,mast arms,and light fixtures. Phase II of this project includes retrofitting the purchased lights with a Light Emitting Diode(LED)lighting system. Benefit/Core Value: This project provides for the opportunity to reduce facilities costs, reduce energy usage, and extend the life of lighting infrastructure. This project satisfies the City's Core Value of A Sustainable City. Project Status: This project is estimated to be completed in Fiscal Year 2019-20. Department: Public Works-Account No.210.165.688 Level: 1 2022-23 Project Cost: Prior Years FYE 2018 2018-19 Projected Actual Carryover Adopted 2019-20 2020-21 2021-22 and Future Total Project Expenditures Budget Appropriation Projected Projected Projected Years Cost Administration $ 104,305 1 $ 104,305 Fixtures/Furn/Equip $ 7,099,006 $ 800,000 $ 7,899,006 Totals $ $ $ 7,203,311 1$ 800,000 $ - $ - $ $ 8,003,311 Source of Funds: Prior Years FYE 2018 2018-19 Actual Carryover Adopted 2019-20 2020-21 2021-22 2022-23 Total Project Expenditures Budget Appropriation Projected Projected Projected Projected Cost General Fund $ 2,503,311 $ 2,503,311 Measure S $ 4,700,000 $ 400,000 $ 5,100,000 Unidentified $ 400,000 $ 400,000 Total Funding: $ $ 7,203,311 800,000 $ —f-- $ 8,003,311 Future Operation& Maintenance Costs 2018-19 2019-20 2020-21 2021-22 2022-23 $ (600.000) $ (618.000) $(636.540) $ (655636) !{ Capital Improvement Program Fiscal Years 2019-23 MARGARITA RECREATION CENTER Infrastructure/Other Project Project Description: This project consists of construction of a new recreation center in Margarita Community Park in place of the former YMCA building. The project includes the demolition of the existing building and pool,constructing a new building and pool as determined by a Community Needs Assessment and available budget. Construction will be phased due to budgetary constraints. The Information Technology Equipment covers camera system infrastructure,access control,Public W i-Fj and other identified Information Technology needs.. Benefit I Core Value: This project will provide the City a new facility to meet the increasing demands of recreational programs. In addition, this project satisfies the City's Core Value of a Healthy and Livable City and A Safe and Prepared Community. Project Status: Concept Design started in FY17/18.Final design and environmental approval anticipated in FY18/19. Department: Public Works/Temecula Community Services-Account No.210.165.692 Level: I Project Cost: Prior Years FYE 2018 2018-19 2022-23 Actual Carryover Adopted 2019-20 2020-21 2021-22 Projected and Total Project Expenditures Budget Appropriation Projected Projected Projected Future Years Cost Administration $ 7,735 $ 100,065 $ 615,000 $ 722,800 Construction $6,132,735 $6,132,735 Construction Engineering $ 520,000 $ 520,000 Design/Environmental $ 538,973 $ 538,973 Information Technology $ 540,000 $ 200,000 $ 740,000 Totals $ 7.735 $ 639,038 $ 7,287,735 $ 720.000 $ - $ $ $8,654,508 Source of Funds: Prior Years FYE 2018 2018-19 Actual Carryover Adopted 2019-20 2020-21 2021-22 2022-23 Total Project Expenditures Budget Appropriation Projected Projected Projected Projected Cost DI F(Police Facilities) $ 140,000 $ 140,000 Measure S S 7.735 $ 639,038 $ 747,735 $ 720,000 $2,114,508 Capital Financing $6,400,000 $6,400,000 Total Funding: S 7.735 S 639.038 $ 7.287.735 S 720.000 S - $ $ - $8,654,508 Future Operation&Maintenance Costs: 2018-19 2019-20 2020-21 2021-22 2022-23 $ 730,000 S 744.600 $759,492 774,682 CITY COUNCIL PUBLIC HEARING Item No . 16 Approvals A� City Attorney :A- Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: August 14, 2018 SUBJECT: Adopt Weed Abatement Lien Resolution for Fiscal Year 2017-18 PREPARED BY: Lynn Kelly-Lehner, Principal Management Analyst RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING CONFIRMATION OF THE SPECIAL ASSESSMENTS AGAINST PARCELS OF LAND WITHIN THE CITY OF TEMECULA FOR COSTS OF ABATEMENT AND REMOVAL OF HAZARDOUS VEGETATION FOR THE FISCAL YEAR 2017-18 BACKGROUND: The City of Temecula is responsible for weed abatement for properties that are not cleared of hazardous weeds during the spring and summer abatement season. On June 12, 2018, City Council approved an agreement with Inland Empire Property Services to bring parcels with hazardous conditions into compliance with the Temecula Municipal Code. The owners of these parcels are billed by the City to recover the costs of the contractor plus an administrative fee. If the owners do not respond to the billing request, the City places a lien on the property to recover the costs of abatement. All of the owners were properly notified via certified mail, return receipt requested, of the need to abate weed conditions on their properties and were given thirty days to remove the weeds themselves prior to the City taking weed abatement action. As per the Temecula Municipal Code Section 8.16.090, the lien process requires that a public hearing be held before the City Council to take comments from the property owners with respect to the costs proposed to be assessed against their properties and to confirm those costs. The Notice of Public Hearing was printed in the San Diego Union Tribune on August 2, 2018. Following the public hearing, the Council must adopt a resolution for the fiscal year which: 1. Confirms the costs incurred by the City in performing the weed abatement work. 2. Provides that the actual abatement costs will become a lien upon the properties, and upon recordation, in the amount of the costs shown on the attached "Exhibit A." 3. Provides that the resolution will be transmitted to the Riverside County Treasurer-Tax Collector so the amounts of the assessment can be entered upon the parcels as they appear on the assessment rolls and the costs will be collected on the property tax bill. Upon adoption of the resolution, staff will forward the adopted resolution for filing with the Riverside County Treasurer-Tax Collector and for recording with the County Recorder. FISCAL IMPACT: The recording of these liens will enable the City to recover abatement costs through the County's property tax collection system. The City will recover actual amounts paid out to the weed abatement contractor. The City will also recover an administrative fee placed on each parcel that was abated by the City's contractor. ATTACHMENTS: 1. Resolution 2. Exhibit A—Abatement Charges for Fiscal Year 2017-18 RESOLUTION NO. 18- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING CONFIRMATION OF THE SPECIAL ASSESSMENTS AGAINST PARCELS OF LAND WITHIN THE CITY OF TEMECULA FOR COSTS OF ABATEMENT AND REMOVAL OF HAZARDOUS VEGETATION FOR FISCAL YEAR 2017-18 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Chapter 8.16 of the Temecula Municipal Code provides for expedited abatement of hazardous vegetation from vacant lots and parcels. Section 2. Abatement of hazardous vegetation has been completed for each of the parcels as described in the attached list of parcels (Exhibit "A"), at a cost equal to the costs of abatement and removal of hazardous vegetation on each parcel. Section 3. A hearing was held on August 14, 2018, duly noticed in accordance with the requirements of Chapter 8.16 of the Temecula Municipal Code, concerning the costs of abatement of these parcels at which time the Council heard all objections of property owners liable to be assessed for the costs of abatement. Section 4. The list of parcels and costs of abatement and removal of hazardous vegetation for each parcel is hereby reconfirmed and said costs shall constitute special assessments against the respective parcels of land, and are a lien on said land in the amount of the respective assessments. Section 5. A copy of this resolution shall be transmitted to the Treasurer-Tax Collector who shall enter the amounts of the respective assessments against the respective parcels of land as they appear in the current assessment roll, and shall collect said assessments at the same time in the same manner as ordinary municipal ad valorem taxes as provided in Section 39577 of the Government Code. Section 6. The costs against any parcel of land listed in Exhibit "A" assessed by this resolution and the lien created thereby shall be deemed discharged and released upon the payment for said parcel of the property taxes for the tax year above- noted. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of August, 2018. Matt Rahn, Mayor ATTEST.- Randi TTEST:Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 18- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of August 2018, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk EXHIBIT A 08/14/2018 Case Number Case Status Open Date Balance Due Parcel Number WA18-0498 Legal 04/10/2018 435.00 909290058 WA18-1032 Legal 04/16/2018 640.00 916400034 WA18-1031 Legal 04/16/2018 617.50 916400035 WA18-1030 Legal 04/16/2018 662.50 916400036 WA18-1029 Legal 04/16/2018 617.50 916400039 WA18-1028 Legal 04/16/2018 815.00 916400042 WA18-1027 Legal 04/16/2018 840.00 916400043 WA18-1026 Legal 04/16/2018 285.00 916400044 WA18-1025 Legal 04/16/2018 640.00 916400051 WA18-1024 Legal 04/16/2018 595.00 916400052 WA18-1023 Legal 04/16/2018 882.50 916400053 WA18-1022 Legal 04/16/2018 705.00 916400058 WA18-1021 Legal 04/16/2018 970.00 916400060 WA18-1336 Legal 04/17/2018 727.50 916400062 WA18-1335 Legal 04/17/2018 397.50 916400063 WA18-1334 Legal 04/17/2018 795.00 916400064 WA18-1113 Legal 04/16/2018 685.00 916400066 WA18-1080 Legal 04/16/2018 595.00 916400067 WA18-0582 Legal 04/10/2018 365.00 918350034 WA18-1015 Legal 04/16/2018 285.00 919152004 WA18-0997 Legal 04/16/2018 2,285.00 920090003 WA18-0979 Legal 04/16/2018 285.00 921140011 WA18-0970 Legal 04/16/2018 375.00 921280002 WA18-0968 Legal 04/16/2018 310.00 921281014 WA18-0914 Legal 04/13/2018 310.00 922054011 WA18-0910 Legal 04/13/2018 285.00 922072007 WA18-0906 Legal 04/13/2018 285.00 922072016 WA18-0904 Legal 04/13/2018 285.00 922072020 WA18-0902 Legal 04/13/2018 285.00 922072023 WA18-0857 Legal 04/13/2018 530.00 922190022 WA18-0855 Legal 04/13/2018 530.00 922190033 WA18-0854 Legal 04/13/2018 530.00 922190034 WA18-0592 Legal 04/10/2018 420.00 922210042 WA18-0831 Legal 04/13/2018 400.00 944100020 WA18-0830 Legal 04/13/2018 400.00 944100030 WA18-0784 Legal 04/13/2018 420.00 945110013 WA18-0763 Legal 04/13/2018 530.00 945180023 WA18-0621 Legal 04/10/2018 630.00 957130013 WA18-0648 Legal 04/10/2018 397.50 957170031 WA18-0609 Legal 04/10/2018 1,260.00 957170037 WA18-0606 ILegal 04/10/2018 1410.00 1957221051 WA18-0701 Legal 04/11/2018 575.00 959030014 WA18-0600 Legal 04/10/2018 775.00 959090011 WA18-0579 Legal 04/10/2018 630.00 962020001 WA18-0457 Legal 04/10/2018 992.50 965380002 WA18-0458 Legal 04/10/2018 164000 1965380007 CITY COUNCIL BUSINESS Item No . 17 Approvals City Attorney Director of Finance City Manager C ' CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: August 14, 2018 SUBJECT: Receive Presentation Regarding Cannabis Related Research and Findings with the Concurrence of the Cannabis Ad Hoc Subcommittee PREPARED BY: Dale West, Associate Planner II RECOMMENDATION: That the City Council receive Staff's presentation of research findings and the City Council Cannabis Ad-Hoc Subcommittee's recommendations for cannabis regulations. BACKGROUND: On May 8, 2018, the City Council heard a presentation from Fairbanks, Maslin, Maullin, Metz and Associates (FM3) regarding the cannabis community poll results. Between April 7, 2018 and April 12, 2018, 1,037 residents were interviewed via online surveys and phone interviews. The polling results showed that the community generally supports the existing prohibition of commercial recreational cannabis activity within the City. The community also generally supported access to medical cannabis for qualified patients and some laboratory testing in commercial zoning districts. Following the presentation by FM3 at the May 8, 2018 City Council meeting, the City Council discussed the polling results and took the following action: 1. Continue with current ordinances prohibiting commercial cannabis activities within the City. 2. Requested staff to hold public workshops for the purpose of educating the business and church community and general public regarding the City's regulations. 3. Directed staff to bring back to the City Council, information related to regulating the following as it relates to cannabis: a. Testing Laboratory: information related to laboratory, research and testing, including nature of activity, land use option and security measures; b. Delivery: methods for regulating delivery and mobile distribution within the City; c. Personal Outdoor Grows: information regarding outdoor grow and related considerations; and d. Enforcement: policies and procedures to expedite enforcement against illicit cannabis related operations. Proposed State Regulations On July 13, 2018, California's three licensing authorities (California Bureau of Cannabis Control, California Department of Food and Agriculture and California Department of Public Health) published proposed regulations, the first step toward adopting non-emergency regulations, and began the formal rulemaking process that includes a 45-day public comment period. The current emergency regulations (readopted June 4, 2018), have been revised and readopted several times and will remain in effect until the non-emergency rulemaking process is complete. While the proposed regulations amend many portions of the current emergency regulations, the proposed regulations include a provision that would allow cannabis deliveries in all jurisdictions. Draft Regulation 5416 reads: "a delivery employee may deliver to any jurisdiction within the State of California." If this regulation goes into effect, cities and counties could not enforce ordinances that prohibit delivery of cannabis to properties within a city's or county's territory. On June 26, 2018 staff met with the City Council Cannabis Ad-Hoc Subcommittee, consisting of Mayor Matt Rahn and Mayor Pro Tem Mike Naggar, to discuss staff's findings and options regarding testing laboratories, delivery, personal outdoor grows and enforcement. The following was presented to the Cannabis Ad-Hoc Subcommittee: Testing Laboratory Testing Laboratories are currently prohibited within the City of Temecula, because they fall under the definition of a commercial marijuana activity. Pursuant to Ordinance No. 17-02, a commercial marijuana activity for medical, non-medical, or other purposes is expressly prohibited everywhere in the City. Pursuant to the State's emergency regulations, testing laboratories are characterized by the following: • A Testing Laboratory does not perform research and development activities, and does not manufacture or produce cannabis products. • A Testing Laboratory offers or performs tests of cannabis or cannabis products for various levels of pesticides, solvents, impurities, cannabinoids, etc., to ensure the product meets the criteria established by law and is safe for consumption. • A Testing Laboratory may not obtain another cannabis license type (i.e., manufacturer, cultivator, distributor, retailer, etc.). • A Testing Laboratory may only test cannabis or cannabis products from a distributor. • When a distributor notifies a Testing Laboratory that a batch is ready for testing. A laboratory employee obtains samples of a batch from a distributor for testing. • A Testing Laboratory is required to hold test samples for 45 days following the testing procedure, after which they must be destroyed. • A Testing Laboratory is required to have a security plan by State law. Staff presented the following policy options that the City Council could consider regarding Testing Laboratories: • The City could limit testing laboratories to the Light Industrial and/or Business Park Zoning District. • The City could require a conditional use permit. • The City could impose additional security requirements or other Conditions of Approval as part of a required permit. Delivery of Medical Cannabis Pursuant to Ordinance No. 17-02, the delivery of cannabis or cannabis products to or from any location within the City is prohibited, however, the delivery of medical cannabis to a primary caregiver or qualified patient that originates outside of the city is exempt from this prohibition. Pursuant to the State's emergency regulations, delivery of cannabis or cannabis products is characterized by the following: • The State allows delivery as part of a retail operation with one of two retail licenses: o Type 9 - Non-Store Front (Delivery only): A retailer must have a physical location (premises); however, retailer may only sell cannabis through a delivery service. o Type 10 - Store Front (Delivery allowed): A retailer must have a physical location (premises) where commercial cannabis activities are conducted. May sell cannabis goods to customers at its premises or by delivery. • Deliveries may be made only by employees of a licensed retailer. • Deliveries must be to a physical address. • Deliveries may only occur between 6:00 a.m. and 10:00 p.m. • Delivery vehicles must be equipped with a GPS tracking device. • If no delivery is made in 30 minutes, the driver must return to the licensed retail store. • Delivery vehicle may not contain more than $10,000 of cannabis goods at any time. • State law requires delivery drivers to have in their possession: o A copy of the legal cannabis retailer's license; o An Employee ID from the retailer; o A Government issued ID; and o A delivery inventory ledger that includes the following: § The time driver leaves the retail store; § The time the delivery is made; § The address of delivery; and § A delivery request receipt for all cannabis products carried by the driver. Staff presented the following policy options that the City Council could consider regarding delivery of retail cannabis products: • The City could require a retailer to obtain a business license in order to deliver medical cannabis within the City. • The City could require a retailer to obtain a permit (similar to the Taxi Cab Ordinance) in order to deliver medical cannabis within the City. A permit may require a retailer to: o Pay a fee; o Register with the City; o Complete a background check; o Comply with insurance requirements; or c Other Conditions of Approval as part of a required permit Personal Outdoor Grows Staff reviewed the City's current regulations from Ordinance No. 17-02, regarding outdoor grows for medical cannabis, which currently is characterized by the following: • Outdoor cultivation for medical, non- medical, or other purposes, is prohibited everywhere in the City. • There is a limited exemption from law enforcement for violations of Ordinance No. 17-02 for primary caregivers and qualified patients for small amounts of cannabis cultivation when the following is complied with: o Outdoor cultivation is only allowed on lots with a single-family detached dwelling; o No more than twelve cannabis plants may be cultivated outdoors per qualified patient (two patient maximum),- * aximum);o The outdoor cultivation area must be fully enclosed with a secured opaque six foot fence; however, properties that are greater than 5 acres are exempt from the fencing provision so long as all other standards and conditions are complied with; o The outdoor cultivation area must be setback ten feet from the property line; o The outdoor cultivation area must not be visible from the public right-of-way; o Cultivation of medical cannabis may not be on a premise that is located within 1,000 feet of school, community center or park; and o Cultivation of medical cannabis may not be on premise with a child care, church or youth facility. Staff presented the following policy options that the City Council could consider regarding outdoor cultivation of medical cannabis? • The City could require medical cannabis cultivation to occur indoors only. This would be in-line with the State allowance for recreational cultivation. • The City could require a permit for cultivation of medical cannabis which would ensure the following: o A qualified patient or primary caregiver lives on site; o The required setback from property lines, schools, parks, etc. are being adhered to; and o Provides for simple easy Code Enforcement verification. • The City could require properties greater than 5 acres to also cultivate within an enclosed secured opaque six foot fence. Enforcement Staff reviewed the City's standard nuisance abatement process and the ability to red tag a business where life safety concerns are evident. Staff also shared information about what the State is doing to enforce State regulations for illegal dispensaries, illegal advertising and the advertising of illegal dispensaries. Both Code Enforcement and Police staff indicated that they have not received any complaints about outdoor cultivation, nor have they encountered a situation involving the delivery of medical cannabis. Code Enforcement and Police staff indicated the biggest problem they are experiencing is with illegal dispensaries. Cannabis Ad-Hoc Subcommittee Recommendations The Subcommittee made the following recommendations at their June 26, 2018 meeting: • Testing Laboratory: With the understanding that testing laboratories do not conduct research and development activities for cannabis uses and products, the Subcommittee felt that allowing testing laboratories is not in the best interest of the community. The potential unintended negative consequences, including the cost of enforcement for allowing a commercial cannabis activity, outweigh the potential benefits the industry might bring to the community in terms of encouraging further economic development of the medical and biotechnical industries. Therefore, the Subcommittee recommends the City continue with the prohibition of commercial cannabis activities including testing laboratories. • Delivery: The Subcommittee felt that with the ongoing changes to the adopted emergency regulations and the continued discussions among the State licensing agencies surrounding the delivery of cannabis, there is too much uncertainty at this time to formulate additional City regulation regarding the delivery of cannabis. As currently proposed, the State's draft regulations regarding delivery of cannabis are robust, and if a cannabis delivery driver is stopped in a traffic stop, the Police Department would be able to quickly determine if the driver is operating in compliance with State regulations. The Subcommittee recommends holding off on considering any City specific regulations for the delivery of cannabis within the City until the State's rulemaking process is complete. • Personal Outdoor Grows: The Subcommittee discussed the original purpose for the City creating a limited exemption from law enforcement for outdoor cultivation of medical cannabis for qualified patients and primary caregivers of qualified patients, as previously discussed. The Subcommittee felt for health and safety reasons, to simplify enforcement, and to be more consistent with the State law (allowing recreational cannabis cultivation within a detached single-family residence), the City's current ordinance should be amended to require cultivation of medical cannabis indoors. The maximum number of plants (12) would continue to be allowed, as opposed to the maximum of six plants currently allowed by State law for recreational purposes. The Subcommittee also recommended that a permit or registration with the City be required for outdoor cultivation of medical cannabis, if a hardship for indoor cultivation can be demonstrated. Further, if outdoor cultivation of medical cannabis is allowed, the Subcommittee recommends that all outdoor cultivation should be fully enclosed and secured with a minimum six foot opaque fence, regardless of the size of the property. • Enforcement: The prominent illicit activity the City is experiencing regarding cannabis involves illegal dispensaries. The Subcommittee heard testimony from Police staff, Code Enforcement staff and the City Attorney about the challenges the City faces with trying to shut down illegal dispensaries. The Subcommittee suggested staff meet with Southern California Edison to find out if electric meters can be pulled as a tool to assist with enforcement. In terms of enforcement of the delivery of medical cannabis, it was determined that it currently has not been an issue and the proposed State regulations appear to provide the tools necessary to enforce illegal delivery services. In regards to enforcement surrounding personal outdoor grows, Code Enforcement and Police staff indicated that the Sub Committee's recommendation to require medical cannabis to be grown indoors, or outdoors with a permit or registration with the City, would assist them when trying to determine if a person is in compliance with the City's regulations. FISCAL IMPACT: None ATTACHMENTS: None REQUESTS TO SPEAK REQUEST TO SPEAK CITY OF TEMECULA 1989 Date: I wish to speak on: Public Comment Circle One: CITY COUNCIL/ CSD/ SARDA/THA/TPFA Subject_J/✓v,T/? i,,J/J Agenda Item No. For Against F Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerk rior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the record. �T % Name: ��� ��� v���� Phone Number: Address: �✓t',��Lc1lH " Email address: If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK CITY OF TEMECULA 1989 Date: r wish to speak on: Public Comment Circle One:�ICITY COUNC,IL)/CSD/SARDA/THA/TPFA Subject: Agenda Item No. For Against Request to Speak forms for Public Comments or items listed on the Consent Calendar may be submitted to the City Clerkrp for to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form may be submitted to the City Clerk prior to the City Council addressing that item. Once the speaker is called to speak, please come forward to the podium and state your name for the recor . Name: Phone Number: Address: Email address: If you are r presenting n organization or grou , please giv t . Please not that all information presented at a City Council meeting becomes public record. All information provided is optional.