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2021-09-01 City Council Regular MEETING - Agenda Packet
City Council Chambers 29844 Haun Road Menifee, CA 92586 Bill Zimmerman, Mayor Bob Karwin, District 1 Matthew Liesemeyer, District 2 Lesa Sobek, District 3 Dean Deines, District 4 AGENDA Menifee City Council Regular Meeting Agenda Wednesday, September 1, 2021 6:00 PM Regular Meeting Armando G. Villa, City Manager Jeffrey T. Melching, City Attorney Sarah A. Manwaring, City Clerk REGULAR MEETING (6:00 PM) 1.CALL TO ORDER 2. ROLL CALL 3. WORDS OF INSPIRATION 3.1.Ryan Sharp – Impact Church 4. PLEDGE OF ALLEGIANCE 5. PRESENTATIONS 5.1.Menifee Children’s Choir Performance and Recognition 5.2.Menifee Bicycle Recognition and Appreciation 6.AGENDA APPROVAL OR MODIFICATIONS 7. PUBLIC COMMENTS (NONAGENDA ITEMS) This is the time for members of the public to address the Council about items which are NOT listed on the agenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on nonagendized matters at the time such comments are made. Each speaker will be limited to three minutes on any single item. Please sign up in person at the kiosk or online at https://cityofmenifee.us/agendas. 8. COUNCILMEMBER UPDATES AND COMMENTS 9. APPROVAL OF MINUTES 9.1 August 18, 2021 City Council Minutes 10. CONSENT CALENDAR All matters on the Consent Calendar are to be approved in one motion unless a Councilmember requests a separate action on a specific item on the Consent Calendar. If an item is removed from the Consent Calendar, it will be discussed individually and acted upon separately. 10.1 Waiver of Reading RECOMMENDED ACTION 1. Waive the reading in full of any and all Ordinances listed on this agenda and provide that they be read by title only. 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I215 Overpass Project, CIP 1303 RECOMMENDED ACTION 1. Approve and authorize the City Manager to execute Amendment No. 4 to the Professional Services Agreement with T.Y. LIN International, for the Holland Road / I215 Overpass Project, CIP 1303, providing funding for additional services in the amount of $280,928. 10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project RECOMMENDED ACTION 1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 21 02; and 2. Authorize the City Clerk’s Office to file the Notice of Completion with the Riverside County Recorder’s Office. 10.4 Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 1607 RECOMMENDED ACTION 1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West) Project, CIP 1607; and 2. Authorize the City Clerk’s Office to file the Notice of Completion for Citywide Traffic Signal Interconnect (West) Project, CIP 1607, with the Riverside County Recorder’s Office. 10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment, LLC. RECOMMENDED ACTION 1. Approve the release of the 10% Warrantee Surety Rider for Public Improvements; and 2. Approve the Bond release for survey monument placement associated with Tract Map 37102, a 21 singlefamily residential subdivision located north of Ridgemoor Road and west of Valley Boulevard. 10.6 Bond Reduction for Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC RECOMMENDED ACTION 1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewer improvements associated with the development of Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner of Goetz Road and Audie Murphy Road North. 11. PUBLIC HEARING ITEMS 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc. RECOMMENDED ACTION 1. Annex territory, including Tentative Tract Map (TTM) 37400, located at the southwest corner of Barnett Road and McLaughlin Road, west of I215, into City of Menifee Community Facilities District No. 20171 (Maintenance Services) ("CFD No. 20171" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, and b. Hold a special landowner election and canvass the election, and c. Adopt the Resolution declaring results of special landowner election; and 2. Introduce an Ordinance, amending Ordinance No. 2017231 and levying and apportioning the special tax in CFD No. 20171 (as it now exists and will exist in the future). 12. DISCUSSION ITEMS 12.1 Illegal Businesses and Land Use Business Registration Program RECOMMENDED ACTION 1. Review, discuss, and provide direction concerning illegal businesses within the City, and the Land Use Business Registration Program. 12.2 Menifee City Flag Program RECOMMENDED ACTION 1. Discuss and provide direction to staff for implementation opportunities of a Menifee City Flag Program. 12.3 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital Refinance RECOMMENDED ACTION 1. Adopt a Resolution authorizing the execution and delivery of an amended and restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC and an amended and restated Paying Agent Agreement; and authorizing certain actions in connection therewith. 12.4 Mobile Home Rent Stabilization Discussion RECOMMENDED ACTION 1. Review and discuss options for amending, replacing or repealing County Ordinance No. 760; and 2. Provide additional direction to City staff. 13. CITY ATTORNEY REPORTS 14. CITY MANAGER REPORTS 15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS > Discuss Hunting Regulations Within the City (Zimmerman, December 2, 2020) Target Date: September 2021 > Discuss Cooperative Agreement with Canyon Lake for Fire Services (Liesemeyer, February 17, 2021) Target Date: TBD > Discuss City Event for Welcome Home Vietnam Veterans Day (Deines, February 17, 2021) Target Date: 2022 > Discuss Standard 10% Agreement Contingency (Liesemeyer, April 7, 2021) Target Date: September 2021 > Menifee Bus Route Feasibility Study (Karwin, May 5, 2021) Target Date: TBD – following the RCTC feasibility study > Report on Pet Licensing Fees and Animal Services (Dienes, May 19, 2021) Target Date: TBD > Krikorian Theater and Property Updates (Sobek, May 19, 2021) Target Date: TBD > Regional Transportation Plan Update (Sobek, July 7, 2021) Target Date: TBD > Update on Development East of the City and Traffic Concerns (Sobek, July 7, 2021) Target Date: TBD >PRTC Commissioner Croy Recognition Target Date: September 15, 2021 16.ADJOURN Decorum Policy Notes For information on how to participate in the meeting, please visit the City’s webpage at https://cityofmenifee.us/agendas. The Council anticipates and encourages public participation at its Council meeting, both on agenda items and during the public comments period. Please turn your cell phones off, refrain from talking in the audience or outbursts that may be disruptive. We encourage participation and ask for a mutual respect for the proceedings. Staff Reports Materials related to an item on this agenda, including those submitted to the City Council after distribution of the agenda packet, are available for public inspection by contacting Sarah Manwaring, City Clerk, at (951) 6726777 during normal business hours. Compliance with the Americans with Disabilities Act If you need special assistance to participate in this meeting, you should contact Sarah Manwaring, City Clerk at (951) 6726777. Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. Menifee Mayor and City Council September 1,2021 Page 1 of 349 City Council Chambers29844 Haun RoadMenifee, CA 92586Bill Zimmerman, MayorBob Karwin, District 1Matthew Liesemeyer, District2 Lesa Sobek, District 3 Dean Deines, District 4 AGENDA Menifee City Council Regular Meeting AgendaWednesday, September 1, 20216:00 PM Regular MeetingArmando G. Villa, City ManagerJeffrey T. Melching, City AttorneySarah A. Manwaring, City ClerkREGULAR MEETING (6:00 PM)1.CALL TO ORDER 2. ROLL CALL 3. WORDS OF INSPIRATION 3.1.Ryan Sharp – Impact Church4. PLEDGE OF ALLEGIANCE 5. PRESENTATIONS 5.1.Menifee Children’s Choir Performance and Recognition5.2.Menifee Bicycle Recognition and Appreciation6.AGENDA APPROVAL OR MODIFICATIONS 7. PUBLIC COMMENTS (NONAGENDA ITEMS)This is the time for members of the public to address the Council about items which are NOT listed on theagenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on nonagendizedmatters at the time such comments are made. Each speaker will be limited to three minutes on anysingle item. Please sign up in person at the kiosk or online at https://cityofmenifee.us/agendas. 8. COUNCILMEMBER UPDATES AND COMMENTS 9. APPROVAL OF MINUTES 9.1 August 18, 2021 City Council Minutes 10. CONSENT CALENDAR All matters on the Consent Calendar are to be approved in one motion unless a Councilmember requests a separate action on a specific item on the Consent Calendar. If an item is removed from the Consent Calendar, it will be discussed individually and acted upon separately. 10.1 Waiver of Reading RECOMMENDED ACTION 1. Waive the reading in full of any and all Ordinances listed on this agenda and provide that they be read by title only. 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I215 Overpass Project, CIP 1303 RECOMMENDED ACTION 1. Approve and authorize the City Manager to execute Amendment No. 4 to the Professional Services Agreement with T.Y. LIN International, for the Holland Road / I215 Overpass Project, CIP 1303, providing funding for additional services in the amount of $280,928. 10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project RECOMMENDED ACTION 1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 21 02; and 2. Authorize the City Clerk’s Office to file the Notice of Completion with the Riverside County Recorder’s Office. 10.4 Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 1607 RECOMMENDED ACTION 1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West) Project, CIP 1607; and 2. Authorize the City Clerk’s Office to file the Notice of Completion for Citywide Traffic Signal Interconnect (West) Project, CIP 1607, with the Riverside County Recorder’s Office. 10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment, LLC. RECOMMENDED ACTION 1. Approve the release of the 10% Warrantee Surety Rider for Public Improvements; and 2. Approve the Bond release for survey monument placement associated with Tract Map 37102, a 21 singlefamily residential subdivision located north of Ridgemoor Road and west of Valley Boulevard. 10.6 Bond Reduction for Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC RECOMMENDED ACTION 1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewer improvements associated with the development of Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner of Goetz Road and Audie Murphy Road North. 11. PUBLIC HEARING ITEMS 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc. RECOMMENDED ACTION 1. Annex territory, including Tentative Tract Map (TTM) 37400, located at the southwest corner of Barnett Road and McLaughlin Road, west of I215, into City of Menifee Community Facilities District No. 20171 (Maintenance Services) ("CFD No. 20171" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, and b. Hold a special landowner election and canvass the election, and c. Adopt the Resolution declaring results of special landowner election; and 2. Introduce an Ordinance, amending Ordinance No. 2017231 and levying and apportioning the special tax in CFD No. 20171 (as it now exists and will exist in the future). 12. DISCUSSION ITEMS 12.1 Illegal Businesses and Land Use Business Registration Program RECOMMENDED ACTION 1. Review, discuss, and provide direction concerning illegal businesses within the City, and the Land Use Business Registration Program. 12.2 Menifee City Flag Program RECOMMENDED ACTION 1. Discuss and provide direction to staff for implementation opportunities of a Menifee City Flag Program. 12.3 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital Refinance RECOMMENDED ACTION 1. Adopt a Resolution authorizing the execution and delivery of an amended and restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC and an amended and restated Paying Agent Agreement; and authorizing certain actions in connection therewith. 12.4 Mobile Home Rent Stabilization Discussion RECOMMENDED ACTION 1. Review and discuss options for amending, replacing or repealing County Ordinance No. 760; and 2. Provide additional direction to City staff. 13. CITY ATTORNEY REPORTS 14. CITY MANAGER REPORTS 15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS > Discuss Hunting Regulations Within the City (Zimmerman, December 2, 2020) Target Date: September 2021 > Discuss Cooperative Agreement with Canyon Lake for Fire Services (Liesemeyer, February 17, 2021) Target Date: TBD > Discuss City Event for Welcome Home Vietnam Veterans Day (Deines, February 17, 2021) Target Date: 2022 > Discuss Standard 10% Agreement Contingency (Liesemeyer, April 7, 2021) Target Date: September 2021 > Menifee Bus Route Feasibility Study (Karwin, May 5, 2021) Target Date: TBD – following the RCTC feasibility study > Report on Pet Licensing Fees and Animal Services (Dienes, May 19, 2021) Target Date: TBD > Krikorian Theater and Property Updates (Sobek, May 19, 2021) Target Date: TBD > Regional Transportation Plan Update (Sobek, July 7, 2021) Target Date: TBD > Update on Development East of the City and Traffic Concerns (Sobek, July 7, 2021) Target Date: TBD >PRTC Commissioner Croy Recognition Target Date: September 15, 2021 16.ADJOURN Decorum Policy Notes For information on how to participate in the meeting, please visit the City’s webpage at https://cityofmenifee.us/agendas. The Council anticipates and encourages public participation at its Council meeting, both on agenda items and during the public comments period. Please turn your cell phones off, refrain from talking in the audience or outbursts that may be disruptive. We encourage participation and ask for a mutual respect for the proceedings. Staff Reports Materials related to an item on this agenda, including those submitted to the City Council after distribution of the agenda packet, are available for public inspection by contacting Sarah Manwaring, City Clerk, at (951) 6726777 during normal business hours. Compliance with the Americans with Disabilities Act If you need special assistance to participate in this meeting, you should contact Sarah Manwaring, City Clerk at (951) 6726777. Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. Menifee Mayor and City Council September 1,2021 Page 2 of 349 City Council Chambers29844 Haun RoadMenifee, CA 92586Bill Zimmerman, MayorBob Karwin, District 1Matthew Liesemeyer, District2 Lesa Sobek, District 3 Dean Deines, District 4 AGENDA Menifee City Council Regular Meeting AgendaWednesday, September 1, 20216:00 PM Regular MeetingArmando G. Villa, City ManagerJeffrey T. Melching, City AttorneySarah A. Manwaring, City ClerkREGULAR MEETING (6:00 PM)1.CALL TO ORDER 2. ROLL CALL 3. WORDS OF INSPIRATION 3.1.Ryan Sharp – Impact Church4. PLEDGE OF ALLEGIANCE 5. PRESENTATIONS 5.1.Menifee Children’s Choir Performance and Recognition5.2.Menifee Bicycle Recognition and Appreciation6.AGENDA APPROVAL OR MODIFICATIONS 7. PUBLIC COMMENTS (NONAGENDA ITEMS)This is the time for members of the public to address the Council about items which are NOT listed on theagenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on nonagendizedmatters at the time such comments are made. Each speaker will be limited to three minutes on anysingle item. Please sign up in person at the kiosk or online at https://cityofmenifee.us/agendas. 8. COUNCILMEMBER UPDATES AND COMMENTS 9. APPROVAL OF MINUTES 9.1 August 18, 2021 City Council Minutes10. CONSENT CALENDAR All matters on the Consent Calendar are to be approved in one motion unless a Councilmemberrequests a separate action on a specific item on the Consent Calendar. If an item is removed from theConsent Calendar, it will be discussed individually and acted upon separately.10.1 Waiver of ReadingRECOMMENDED ACTION1. Waive the reading in full of any and all Ordinances listed on this agenda andprovide that they be read by title only.10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I215Overpass Project, CIP 1303RECOMMENDED ACTION1. Approve and authorize the City Manager to execute Amendment No. 4 to theProfessional Services Agreement with T.Y. LIN International, for the HollandRoad / I215 Overpass Project, CIP 1303, providing funding for additionalservices in the amount of $280,928.10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal ProjectRECOMMENDED ACTION1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 2102; and2. Authorize the City Clerk’s Office to file the Notice of Completion with theRiverside County Recorder’s Office.10.4 Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 1607RECOMMENDED ACTION1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West)Project, CIP 1607; and2. Authorize the City Clerk’s Office to file the Notice of Completion for CitywideTraffic Signal Interconnect (West) Project, CIP 1607, with the Riverside CountyRecorder’s Office.10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond forTract Map 37102. Ridgemore Investment, LLC.RECOMMENDED ACTION 1. Approve the release of the 10% Warrantee Surety Rider for Public Improvements; and 2. Approve the Bond release for survey monument placement associated with Tract Map 37102, a 21 singlefamily residential subdivision located north of Ridgemoor Road and west of Valley Boulevard. 10.6 Bond Reduction for Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC RECOMMENDED ACTION 1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewer improvements associated with the development of Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner of Goetz Road and Audie Murphy Road North. 11. PUBLIC HEARING ITEMS 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc. RECOMMENDED ACTION 1. Annex territory, including Tentative Tract Map (TTM) 37400, located at the southwest corner of Barnett Road and McLaughlin Road, west of I215, into City of Menifee Community Facilities District No. 20171 (Maintenance Services) ("CFD No. 20171" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, and b. Hold a special landowner election and canvass the election, and c. Adopt the Resolution declaring results of special landowner election; and 2. Introduce an Ordinance, amending Ordinance No. 2017231 and levying and apportioning the special tax in CFD No. 20171 (as it now exists and will exist in the future). 12. DISCUSSION ITEMS 12.1 Illegal Businesses and Land Use Business Registration Program RECOMMENDED ACTION 1. Review, discuss, and provide direction concerning illegal businesses within the City, and the Land Use Business Registration Program. 12.2 Menifee City Flag Program RECOMMENDED ACTION 1. Discuss and provide direction to staff for implementation opportunities of a Menifee City Flag Program. 12.3 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital Refinance RECOMMENDED ACTION 1. Adopt a Resolution authorizing the execution and delivery of an amended and restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC and an amended and restated Paying Agent Agreement; and authorizing certain actions in connection therewith. 12.4 Mobile Home Rent Stabilization Discussion RECOMMENDED ACTION 1. Review and discuss options for amending, replacing or repealing County Ordinance No. 760; and 2. Provide additional direction to City staff. 13. CITY ATTORNEY REPORTS 14. CITY MANAGER REPORTS 15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS > Discuss Hunting Regulations Within the City (Zimmerman, December 2, 2020) Target Date: September 2021 > Discuss Cooperative Agreement with Canyon Lake for Fire Services (Liesemeyer, February 17, 2021) Target Date: TBD > Discuss City Event for Welcome Home Vietnam Veterans Day (Deines, February 17, 2021) Target Date: 2022 > Discuss Standard 10% Agreement Contingency (Liesemeyer, April 7, 2021) Target Date: September 2021 > Menifee Bus Route Feasibility Study (Karwin, May 5, 2021) Target Date: TBD – following the RCTC feasibility study > Report on Pet Licensing Fees and Animal Services (Dienes, May 19, 2021) Target Date: TBD > Krikorian Theater and Property Updates (Sobek, May 19, 2021) Target Date: TBD > Regional Transportation Plan Update (Sobek, July 7, 2021) Target Date: TBD > Update on Development East of the City and Traffic Concerns (Sobek, July 7, 2021) Target Date: TBD >PRTC Commissioner Croy Recognition Target Date: September 15, 2021 16.ADJOURN Decorum Policy Notes For information on how to participate in the meeting, please visit the City’s webpage at https://cityofmenifee.us/agendas. The Council anticipates and encourages public participation at its Council meeting, both on agenda items and during the public comments period. Please turn your cell phones off, refrain from talking in the audience or outbursts that may be disruptive. We encourage participation and ask for a mutual respect for the proceedings. Staff Reports Materials related to an item on this agenda, including those submitted to the City Council after distribution of the agenda packet, are available for public inspection by contacting Sarah Manwaring, City Clerk, at (951) 6726777 during normal business hours. Compliance with the Americans with Disabilities Act If you need special assistance to participate in this meeting, you should contact Sarah Manwaring, City Clerk at (951) 6726777. Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. Menifee Mayor and City Council September 1,2021 Page 3 of 349 City Council Chambers29844 Haun RoadMenifee, CA 92586Bill Zimmerman, MayorBob Karwin, District 1Matthew Liesemeyer, District2 Lesa Sobek, District 3 Dean Deines, District 4 AGENDA Menifee City Council Regular Meeting AgendaWednesday, September 1, 20216:00 PM Regular MeetingArmando G. Villa, City ManagerJeffrey T. Melching, City AttorneySarah A. Manwaring, City ClerkREGULAR MEETING (6:00 PM)1.CALL TO ORDER 2. ROLL CALL 3. WORDS OF INSPIRATION 3.1.Ryan Sharp – Impact Church4. PLEDGE OF ALLEGIANCE 5. PRESENTATIONS 5.1.Menifee Children’s Choir Performance and Recognition5.2.Menifee Bicycle Recognition and Appreciation6.AGENDA APPROVAL OR MODIFICATIONS 7. PUBLIC COMMENTS (NONAGENDA ITEMS)This is the time for members of the public to address the Council about items which are NOT listed on theagenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on nonagendizedmatters at the time such comments are made. Each speaker will be limited to three minutes on anysingle item. Please sign up in person at the kiosk or online at https://cityofmenifee.us/agendas. 8. COUNCILMEMBER UPDATES AND COMMENTS 9. APPROVAL OF MINUTES 9.1 August 18, 2021 City Council Minutes10. CONSENT CALENDAR All matters on the Consent Calendar are to be approved in one motion unless a Councilmemberrequests a separate action on a specific item on the Consent Calendar. If an item is removed from theConsent Calendar, it will be discussed individually and acted upon separately.10.1 Waiver of ReadingRECOMMENDED ACTION1. Waive the reading in full of any and all Ordinances listed on this agenda andprovide that they be read by title only.10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I215Overpass Project, CIP 1303RECOMMENDED ACTION1. Approve and authorize the City Manager to execute Amendment No. 4 to theProfessional Services Agreement with T.Y. LIN International, for the HollandRoad / I215 Overpass Project, CIP 1303, providing funding for additionalservices in the amount of $280,928.10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal ProjectRECOMMENDED ACTION1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 2102; and2. Authorize the City Clerk’s Office to file the Notice of Completion with theRiverside County Recorder’s Office.10.4 Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 1607RECOMMENDED ACTION1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West)Project, CIP 1607; and2. Authorize the City Clerk’s Office to file the Notice of Completion for CitywideTraffic Signal Interconnect (West) Project, CIP 1607, with the Riverside CountyRecorder’s Office.10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond forTract Map 37102. Ridgemore Investment, LLC.RECOMMENDED ACTION1. Approve the release of the 10% Warrantee Surety Rider for PublicImprovements; and2. Approve the Bond release for survey monument placement associated withTract Map 37102, a 21 singlefamily residential subdivision located north ofRidgemoor Road and west of Valley Boulevard. 10.6 Bond Reduction for Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01,LLCRECOMMENDED ACTION1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewerimprovements associated with the development of Tract Map 364856, AudieMurphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner ofGoetz Road and Audie Murphy Road North.11. PUBLIC HEARING ITEMS 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton LosAngeles Holding Co., Inc.RECOMMENDED ACTION1. Annex territory, including Tentative Tract Map (TTM) 37400, located at thesouthwest corner of Barnett Road and McLaughlin Road, west of I215, into Cityof Menifee Community Facilities District No. 20171 (Maintenance Services)("CFD No. 20171" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, andb. Hold a special landowner election and canvass the election, andc. Adopt the Resolution declaring results of special landowner election;and2. Introduce an Ordinance, amending Ordinance No. 2017231 and levying andapportioning the special tax in CFD No. 20171 (as it now exists and will exist inthe future).12. DISCUSSION ITEMS 12.1 Illegal Businesses and Land Use Business Registration ProgramRECOMMENDED ACTION1. Review, discuss, and provide direction concerning illegal businesses within theCity, and the Land Use Business Registration Program.12.2 Menifee City Flag ProgramRECOMMENDED ACTION 1. Discuss and provide direction to staff for implementation opportunities of a Menifee City Flag Program. 12.3 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital Refinance RECOMMENDED ACTION 1. Adopt a Resolution authorizing the execution and delivery of an amended and restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC and an amended and restated Paying Agent Agreement; and authorizing certain actions in connection therewith. 12.4 Mobile Home Rent Stabilization Discussion RECOMMENDED ACTION 1. Review and discuss options for amending, replacing or repealing County Ordinance No. 760; and 2. Provide additional direction to City staff. 13. CITY ATTORNEY REPORTS 14. CITY MANAGER REPORTS 15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS > Discuss Hunting Regulations Within the City (Zimmerman, December 2, 2020) Target Date: September 2021 > Discuss Cooperative Agreement with Canyon Lake for Fire Services (Liesemeyer, February 17, 2021) Target Date: TBD > Discuss City Event for Welcome Home Vietnam Veterans Day (Deines, February 17, 2021) Target Date: 2022 > Discuss Standard 10% Agreement Contingency (Liesemeyer, April 7, 2021) Target Date: September 2021 > Menifee Bus Route Feasibility Study (Karwin, May 5, 2021) Target Date: TBD – following the RCTC feasibility study > Report on Pet Licensing Fees and Animal Services (Dienes, May 19, 2021) Target Date: TBD > Krikorian Theater and Property Updates (Sobek, May 19, 2021) Target Date: TBD > Regional Transportation Plan Update (Sobek, July 7, 2021) Target Date: TBD > Update on Development East of the City and Traffic Concerns (Sobek, July 7, 2021) Target Date: TBD >PRTC Commissioner Croy Recognition Target Date: September 15, 2021 16.ADJOURN Decorum Policy Notes For information on how to participate in the meeting, please visit the City’s webpage at https://cityofmenifee.us/agendas. The Council anticipates and encourages public participation at its Council meeting, both on agenda items and during the public comments period. Please turn your cell phones off, refrain from talking in the audience or outbursts that may be disruptive. We encourage participation and ask for a mutual respect for the proceedings. Staff Reports Materials related to an item on this agenda, including those submitted to the City Council after distribution of the agenda packet, are available for public inspection by contacting Sarah Manwaring, City Clerk, at (951) 6726777 during normal business hours. Compliance with the Americans with Disabilities Act If you need special assistance to participate in this meeting, you should contact Sarah Manwaring, City Clerk at (951) 6726777. Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. Menifee Mayor and City Council September 1,2021 Page 4 of 349 City Council Chambers29844 Haun RoadMenifee, CA 92586Bill Zimmerman, MayorBob Karwin, District 1Matthew Liesemeyer, District2 Lesa Sobek, District 3 Dean Deines, District 4 AGENDA Menifee City Council Regular Meeting AgendaWednesday, September 1, 20216:00 PM Regular MeetingArmando G. Villa, City ManagerJeffrey T. Melching, City AttorneySarah A. Manwaring, City ClerkREGULAR MEETING (6:00 PM)1.CALL TO ORDER 2. ROLL CALL 3. WORDS OF INSPIRATION 3.1.Ryan Sharp – Impact Church4. PLEDGE OF ALLEGIANCE 5. PRESENTATIONS 5.1.Menifee Children’s Choir Performance and Recognition5.2.Menifee Bicycle Recognition and Appreciation6.AGENDA APPROVAL OR MODIFICATIONS 7. PUBLIC COMMENTS (NONAGENDA ITEMS)This is the time for members of the public to address the Council about items which are NOT listed on theagenda. The Ralph M. Brown Act limits the Council’s ability to respond to comments on nonagendizedmatters at the time such comments are made. Each speaker will be limited to three minutes on anysingle item. Please sign up in person at the kiosk or online at https://cityofmenifee.us/agendas. 8. COUNCILMEMBER UPDATES AND COMMENTS 9. APPROVAL OF MINUTES 9.1 August 18, 2021 City Council Minutes10. CONSENT CALENDAR All matters on the Consent Calendar are to be approved in one motion unless a Councilmemberrequests a separate action on a specific item on the Consent Calendar. If an item is removed from theConsent Calendar, it will be discussed individually and acted upon separately.10.1 Waiver of ReadingRECOMMENDED ACTION1. Waive the reading in full of any and all Ordinances listed on this agenda andprovide that they be read by title only.10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I215Overpass Project, CIP 1303RECOMMENDED ACTION1. Approve and authorize the City Manager to execute Amendment No. 4 to theProfessional Services Agreement with T.Y. LIN International, for the HollandRoad / I215 Overpass Project, CIP 1303, providing funding for additionalservices in the amount of $280,928.10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal ProjectRECOMMENDED ACTION1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 2102; and2. Authorize the City Clerk’s Office to file the Notice of Completion with theRiverside County Recorder’s Office.10.4 Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 1607RECOMMENDED ACTION1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West)Project, CIP 1607; and2. Authorize the City Clerk’s Office to file the Notice of Completion for CitywideTraffic Signal Interconnect (West) Project, CIP 1607, with the Riverside CountyRecorder’s Office.10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond forTract Map 37102. Ridgemore Investment, LLC.RECOMMENDED ACTION1. Approve the release of the 10% Warrantee Surety Rider for PublicImprovements; and2. Approve the Bond release for survey monument placement associated withTract Map 37102, a 21 singlefamily residential subdivision located north ofRidgemoor Road and west of Valley Boulevard. 10.6 Bond Reduction for Tract Map 364856, Audie Murphy Ranch by Sutter Mitland 01,LLCRECOMMENDED ACTION1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewerimprovements associated with the development of Tract Map 364856, AudieMurphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner ofGoetz Road and Audie Murphy Road North.11. PUBLIC HEARING ITEMS 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton LosAngeles Holding Co., Inc.RECOMMENDED ACTION1. Annex territory, including Tentative Tract Map (TTM) 37400, located at thesouthwest corner of Barnett Road and McLaughlin Road, west of I215, into Cityof Menifee Community Facilities District No. 20171 (Maintenance Services)("CFD No. 20171" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, andb. Hold a special landowner election and canvass the election, andc. Adopt the Resolution declaring results of special landowner election;and2. Introduce an Ordinance, amending Ordinance No. 2017231 and levying andapportioning the special tax in CFD No. 20171 (as it now exists and will exist inthe future).12. DISCUSSION ITEMS 12.1 Illegal Businesses and Land Use Business Registration ProgramRECOMMENDED ACTION1. Review, discuss, and provide direction concerning illegal businesses within theCity, and the Land Use Business Registration Program.12.2 Menifee City Flag ProgramRECOMMENDED ACTION1. Discuss and provide direction to staff for implementation opportunities of aMenifee City Flag Program.12.3 2019 Streetlight Financing Agreement with Banc of America Leasing & CapitalRefinanceRECOMMENDED ACTION1. Adopt a Resolution authorizing the execution and delivery of an amended andrestated Equipment Lease/Purchase Agreement with Banc of America Leasing& Capital, LLC and an amended and restated Paying Agent Agreement; andauthorizing certain actions in connection therewith.12.4 Mobile Home Rent Stabilization DiscussionRECOMMENDED ACTION1. Review and discuss options for amending, replacing or repealing CountyOrdinance No. 760; and2. Provide additional direction to City staff.13. CITY ATTORNEY REPORTS 14. CITY MANAGER REPORTS 15. FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS > Discuss Hunting Regulations Within the City (Zimmerman, December 2, 2020)Target Date: September 2021> Discuss Cooperative Agreement with Canyon Lake for Fire Services (Liesemeyer, February 17,2021)Target Date: TBD> Discuss City Event for Welcome Home Vietnam Veterans Day (Deines, February 17, 2021)Target Date: 2022> Discuss Standard 10% Agreement Contingency (Liesemeyer, April 7, 2021)Target Date: September 2021> Menifee Bus Route Feasibility Study (Karwin, May 5, 2021)Target Date: TBD – following the RCTC feasibility study> Report on Pet Licensing Fees and Animal Services (Dienes, May 19, 2021)Target Date: TBD> Krikorian Theater and Property Updates (Sobek, May 19, 2021)Target Date: TBD> Regional Transportation Plan Update (Sobek, July 7, 2021)Target Date: TBD> Update on Development East of the City and Traffic Concerns (Sobek, July 7, 2021)Target Date: TBD>PRTC Commissioner Croy RecognitionTarget Date: September 15, 202116.ADJOURN Decorum Policy Notes For information on how to participate in the meeting, please visit the City’s webpage at https://cityofmenifee.us/agendas. The Council anticipates and encourages public participation at its Council meeting, both on agenda items and during the public comments period. Please turn your cell phones off, refrain from talking in the audience or outbursts that may be disruptive. We encourage participation and ask for a mutual respect for the proceedings. Staff Reports Materials related to an item on this agenda, including those submitted to the City Council after distribution of the agenda packet, are available for public inspection by contacting Sarah Manwaring, City Clerk, at (951) 6726777 during normal business hours. Compliance with the Americans with Disabilities Act If you need special assistance to participate in this meeting, you should contact Sarah Manwaring, City Clerk at (951) 6726777. Notification 72 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. Menifee Mayor and City Council September 1,2021 Page 5 of 349 Menifee Mayor and City Council August 18, 2021 Page 1 of 9 City Council Chambers 29844 Haun Road Menifee, CA 92586 Bill Zimmerman, Mayor Bob Karwin, District 1 Matthew Liesemeyer, District 2 Lesa Sobek, District 3 Dean Deines, District 4 MINUTES Menifee City Council Regular Meeting Minutes Wednesday, August 18, 2021 5:00 PM Closed Session 6:00 PM Regular Meeting Armando G. Villa, City Manager Jeffrey T. Melching, City Attorney Sarah A. Manwaring, City Clerk CLOSED SESSION (5:00 PM) Mayor Zimmerman called the meeting to order at 5:01 PM. Present were Councilmembers Deines, Mayor Pro Tem Sobek, and Mayor Zimmerman. Councilmembers Karwin and Liesemeyer were absent. The City Council recessed to Closed Session for the purposes listed below. 1.CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Government Code Paragraph (1) of subdivision (d) of Section 54956.9 BTS Sun City LLC Riverside County Superior Court Case No. MCC2000437 2.CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Government Code Paragraph (1) of subdivision (d) of Section 54956.9 BTS Sun City LLC Riverside County Superior Court Case No. MCC2000444 3.CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Government Code Paragraph (1) of subdivision (d) of Section 54956.9 BTS Sun City LLC Riverside County Superior Court Case No. MCC2000445 4.CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Government Code Paragraph (1) of subdivision (d) of Section 54956.9 Pechanga Band of Luiseno Indians; and Soboba Band of Luiseno Indians v. City of Menifee Riverside County Superior Court Case No. CVRI2000531 REGULAR MEETING (6:00 PM) 1.CALL TO ORDER Mayor Zimmerman called the meeting to order at 6:00 PM. City Attorney Jeffrey Melching stated there was no reportable action from Closed Session. 2.ROLL CALL Present: Dean Deines, Matthew Liesemeyer, Lesa Sobek, Bill Zimmerman Absent: Bob Karwin Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 6 of 349 Menifee Mayor and City Council August 18, 2021 Page 2 of 9 3.WORDS OF INSPIRATION Pastor Jeff Johnson - Impact Church 4.PLEDGE OF ALLEGIANCE Quality of Life (Measure DD) Committee Member Michael Cano led the flag salute. 5.PRESENTATIONS 5.1 OpenGov Public Dashboard Senior Management Analyst Imelda Huerta and Financial Services Manager Margarita Cornejo presented the public online tool for the OpenGov Dashboard that illustrates the City Council’s Strategic Plan, the City’s annual budget, and the City’s Capital Improvement Program (CIP) annual budget. The City Council inquired about adding property tax and public safety information to the platform and public engagement. 5.2 Community Services Department Update Community Services Manager Mariana Mitchell provided a presentation and a recap on the summer recreation programs; senior programs; and upcoming events. Community Services Director Jonathan Nicks reported on the current parks in progress: Talavera Park, Underwood Park, Remington Park, Sunset Park, and Evans Pump Track Park; park projects; Park Ranger updates; and Lazy Creek Recreation Center Renovation update. 5.3 Business Spotlight – Sun City Florist and Gifts Economic Development Gina Gonzalez presented the Business Spotlight on behalf of the City Council and introduced Sun City Florist and Gifts. Ms. Gonzalez showcased the advertising video as part of the recognition and award. Business Owner Roseann Jackson accepted the award from the City Council and spoke about her business. 6.AGENDA APPROVAL OR MODIFICATIONS The agenda was approved unanimously (4-0-1, Karwin absent) with no modifications. 7.PUBLIC COMMENTS (NONAGENDA ITEMS) None. 8.COUNCILMEMBER UPDATES AND COMMENTS Councilmember Liesemeyer reported on the meetings and event he attended. Western Riverside Council of Governments (WRCOG) Regional Technical Advisory Committee (TAC) Meeting Meeting with the New WRCOG Executive Director, Dr. Kurt Wilson Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 7 of 349 Menifee Mayor and City Council August 18, 2021 Page 3 of 9 City of Menifee Fire Ladder Truck Ribbon Cutting Councilmember Deines reported on the meeting and event he attended. City Finance Committee Meetings City of Menifee Fire Ladder Truck Ribbon Cutting Mayor Pro Tem Sobek reported on the meetings and events she attended. City Finance Committee Meetings Parks, Recreation and Trails Commission Meeting Centennial Park Sports Field Lighting Meeting with the New WRCOG Executive Director, Dr. Kurt Wilson Chat with the City Manager Virtually Commerce Center, Building 2 Groundbreaking City of Menifee Fire Ladder Truck Ribbon Cutting Regional Conservation Authority (RCA) Executive Meeting Mayor Zimmerman reported on the meetings and events he attended. Parks, Recreation and Trails Commission Meeting Riverside County Citizens and Specialized Transit Advisory Committee (CSTAC) Meeting Quail Valley Community Group Meeting Neighbors Monthly Mixer Rotary Club Meeting Sun City Coordinating Council Menifee Moonlight Market Menifee Munch Riverside County Salt Creek Trail Mural Committee Meeting League of California Cities (LOCC) Mayor’s Meeting City of Menifee Fire Ladder Truck Ribbon Cutting 9.APPROVAL OF MINUTES 9.1 August 4, 2021 City Council Minutes The minutes were approved unanimously (4-0-1, Karwin absent) with no modifications. 10.CONSENT CALENDAR Councilmember Liesemeyer requested to pull Item Nos. 10.4 and 10.8. City Clerk Sarah Manwaring stated the Council had received an updated staff report and attachment for Item No.10.3. The balance of the Consent Calendar was approved by the following vote. Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 8 of 349 Menifee Mayor and City Council August 18, 2021 Page 4 of 9 AYES: Deines, Liesemeyer, Sobek, Zimmerman NAYS: None RECUSE: None ABSENT: Karwin AYES: Deines, Liesemeyer, Sobek, Zimmerman NAYS: None RECUSE: None ABSENT: Karwin MOVER: Matthew Liesemeyer SECONDER: Dean Deines 10.1 Waiver of Reading ACTION 1.Waived the reading in full of any and all Ordinances listed on this agenda and provided that they be read by title only. 10.2 Treasurer's Report, June 2021 ACTION 1.Approved the Treasurer’s Report for the month of June 2021. 10.3 Treasurer's Report, July 2021 ACTION 1.Approved the Treasurer’s Report for the month of July 2021. 10.4 Warrant Register Councilmember Liesemeyer inquired about the Riverside County Library reimbursement. City Manager Armando Villa stated it was a regular reimbursement through Development Impact Fees (DIF) to replenish books. ACTION 1.Ratified and approved the Voucher List dated 7/30/2021, the Payroll Register/Other EFT’s dated 7/23/2021, 7/26/2021, 7/27/2021, and the Void Check Listing PE 7/31/2021 have a total budgetary impact of $8,424,367.52. MOVER: Matthew Liesemeyer SECONDER: Lesa Sobek 10.5 Fiscal Year 21/22 PD Fleet Vehicles Purchase ACTION 1.Approved the purchase of nine vehicles from the State of California Contract Vendor Wondries/National Auto Fleet Group based on the attached quotes for a not-to- exceed amount of $468,476.33 including tax and delivery, and using the Fund Account number 115-4911-53155; and, Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 9 of 349 Menifee Mayor and City Council August 18, 2021 Page 5 of 9 2.Allowed the purchase to be made under the cooperative purchasing (piggyback) agreement as permitted under the Menifee Municipal Code Section 3.12.070 (6) with Sourcewell Contract# 120716-NAF, thereby exempting the purchase under the competitive bidding process; and, 3.Authorized the City Manager to execute the required documents. 10.6 Fiscal Year 2021/22 Bonded CFDs Formation and Consulting Services Agreements ACTION 1. Approved and authorized the City Manager to execute professional services agreement with Urban Futures in the not-to-exceed amount of $90,000 for Fiscal Year 2021/22 Community Facilities District Formation Financial Advisory Services (Formation and Bond Sale); and 2. Approved and authorized the City Manager to execute professional services agreement with Spicer Consulting Group in the not-to-exceed amount of $250,000 for Fiscal Year 2021/22 Community Facilities District Special Tax Consultant Formation and Bond Sale Services; and 3. Approved and authorized the City Manager to execute professional services agreement with Stradling, Yocca, Carlson & Rauth in the not-to-exceed amount of $210,000 for Fiscal Year 2021/22 Community Facilities District Formation Counsel Services. 10.7 Cooperative Agreement for Line A, J and N Storm Drain for Audie Murphy Ranch Development by Sutter Mitland 01, LLC ACTION 1.Approved and authorized the City Manager to execute a Cooperative Agreement between Riverside County Flood Control and Water Conservation District, City of Menifee, and Sutter Mitland 01, LLC for the construction, ownership, operation and maintenance of the Salt Creek Audie Murphy Ranch Lines A, J, and N Storm Drain. 10.8 Agreement with Copp Contracting Inc., for Rancho LaVita Resurfacing, CIP 21-16 Councilmember Liesemeyer inquired about the additional scope of work and if the item would be required to be rebid. Public Works Director Nick Fidler stated additional scope of work did not require the item to be rebid. ACTION 1.Awarded bid and authorized the City Manager to execute an Owner Contractor Agreement with Copp Contracting Inc., for CIP 21-16, Rancho LaVita Resurfacing, in the amount of $799,364.75; and, 2.Authorized the City Manager to execute change orders(s) for unanticipated expenditures required to execute the construction of the project, in an amount not-to-exceed 10% of the contract amount or $79,936.47; and, 3.Approved Resolution No. 21-1058, carrying forward CIP 21-16 Rancho LaVita Resurfacing Project budget from Fiscal Year 2020-2021 into the Fiscal Year 2021-2022 budget; and, Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 10 of 349 Menifee Mayor and City Council August 18, 2021 Page 6 of 9 AYES: Deines, Liesemeyer, Sobek, Zimmerman NAYS: None RECUSE: None ABSENT: Karwin AYES: Deines, Liesemeyer, Sobek, Zimmerman NAYS: None RECUSE: None ABSENT: Karwin 4.Authorized the City Manager to execute the Utility Relocation Agreement between the City of Menifee and Eastern Municipal Water District for reimbursement of costs related to the relocation of water facilities for Rancho LaVita Resurfacing, CIP 21-16, located north of McCall Blvd, between Sherman Road and Chatham Lane. MOVER: Matthew Liesemeyer SECONDER: Dean Deines 11.PUBLIC HEARING ITEMS NONE 12.DISCUSSION ITEMS 12.1 Military Banner Program Policy No. CC-30 - Revision No. 1 Senior Management Analyst Imelda Huerta provided a presentation and reported on the background of the program; current donations; and proposed criteria for use of donation funds. The City Council asked questions of staff regarding the acceptance of donations and use of funds. Ms. Huerta noted there was an updated staff report provided to the Council, providing clarification. Councilmember Deines stated he would like to see Fallen Heroes added to the priority list for use of donations. Mayor Zimmerman stated he would like to see more information provided to the public regarding the acceptance of donations for the Military Banner Program. ACTION 1.Reviewed the criteria for use of donations made to the Military Banner Program; and 2.Adopted the first revision to City Council Policy No. CC-30, Military Banner Program Policy as amended. MOVER: Lesa Sobek SECONDER: Dean Deines 12.2 League of California Cities Annual Conference Voting Delegate and Proposed Resolutions City Clerk Sarah Manwaring provided a brief overview of the League of California Cities Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 11 of 349 Menifee Mayor and City Council August 18, 2021 Page 7 of 9 AYES: Deines, Liesemeyer, Sobek, Zimmerman NAYS: None RECUSE: None ABSENT: Karwin (LOCC) Annual Conference and City Manager Armando Villa expanded on the two Resolutions that would be voted on during the annual business meeting. The City Council inquired about one of the Resolutions and it’s relation to the Wayfair lawsuit, distribution of sale taxes, and the second Resolution as it relates to state funding for cleaning of railways. The City Council discussed the two proposed Resolutions and provided consensus to vote No on the Sales Tax Resolution and to vote Yes on the Railway Resolution. ACTION 1.Appointed Mayor Pro Tem Sobek as the voting delegate to the League of California Cities Annual Conference and authorized the City Clerk to complete and return the voting delegate/alternate form to the League of California Cities MOVER: Matthew Liesemeyer SECONDER: Dean Deines 13.CITY ATTORNEY REPORTS None. 14.CITY MANAGER REPORTS City Manager Armando Villa introduced CalFire Chief Bill Weiser and stated his appreciation for his commitment to the City of Menifee’s public safety. The City Council and staff wished Mr. Villa a happy birthday. 15.FUTURE AGENDA REQUESTS FROM COUNCIL MEMBERS Mayor Zimmerman requested a future item to recognize outgoing Parks, Recreation and Trails Commissioner Rick Croy. Councilmember Liesemeyer seconded the request. 16.ADJOURN Mayor Zimmerman adjourned the meeting at 7:34 PM. Sarah A. Manwaring, MMC City Clerk Item Title:9.1 August 18,2021 City Council Minutes Menifee Mayor and City Council September 1,2021 Page 12 of 349 CITY OF MENIFEE SUBJECT: T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03 MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Carlos Geronimo, Principal Engineer REVIEWED BY: Nick Fidler, Public Works Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Approve and authorize the City Manager to execute Amendment No. 4 to the Professional Services Agreement with T.Y. LIN International, for the Holland Road / I-215 Overpass Project, CIP 13-03, providing funding for additional services in the amount of $280,928. DISCUSSION The Holland Road / I-215 Overpass project is entering its final stages of design prior to construction. In March of 2017, T.Y. Lin International (“Consultant”) had submitted 95% complete plans, specifications, and estimates (PS&E) for the Holland Road overcrossing. The 95% complete PS&E were submitted to both the City and Caltrans for review and comments; Caltrans is oversight on this project as the overcrossing is within Caltrans right of way. Following the 95% review, comments from the City and Caltrans were addressed by the Consultant. Once these comments were addressed, ultimately the project had to be put on hold due to the uncertainty of construction funds and the lack of funds to purchase the required rights-of-ways (ROW) at that time. The project could not advance further through Caltrans until all the required ROWs were purchased and secured by the City. As part of the fiscal year 2018/2019 Capital Improvement Program (CIP) budget adoption, the City Council approved additional funds to acquire the ROW and finalize the design for this project. City staff and the Consultant have been working since then to acquire all required ROWs. The ROW acquisition process was lengthy and involved the following general steps: Preparation of ROW maps to obtain approval from Caltrans Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 13 of 349 City of Menifee Staff Report Contract Amendment No. 4 for Holland Road / I-215 Overpass Project September 1, 2021 Page 2 of 4 6 4 9 Preparation of offer packages to each property owner using Caltrans template agreements and guidelines City revision and approval of offer packages Evaluation and appraisal of properties City Council action to budget and proceed with purchase of the property Presenting the offers to the property owners Conduct negotiations with property owners Purchase of the property through escrow The initial offers were presented to the property owners in November of 2019. A total of six offers had been presented. In August of 2021, the City closed escrow on the last property acquisition needed to proceed with the next steps to finish the design of the project. Due to the length of time the design of the project had been on-hold, Caltrans had since updated some of its structural standards, details, and specifications for bridge structures in their ROW. In addition, there are two new private residential developments that will begin construction adjacent to the overpass project. This construction will require additional coordination and changes to some of the design at those locations. Lastly, the delay has also resulted in changes from various utilities that will require relocation or that will serve the project upon completion. As a result of these circumstances, the consultant’s scope work has changed since the 95% complete plans were submitted. To bring the project into compliance with current Caltrans standards and to provide coordination with private developments and utility agencies, T.Y. LIN International has requested an increase to the contract to provide the following additional services: 1. Additional Stormwater modifications. This task includes revisions to the Hydrology and Hydraulic report, the Transportation Project Guideline (TPG) report, and revisions to the Storm Drain plans. 2. Utility Coordination. This task includes additional coordination and re-submittal of a Longitudinal Encroachment Permit to Caltrans to re-locate the existing Southern California Edison (SCE) power poles; Caltrans has updated the requirements of this submittal. In addition, Eastern Municipal Water District (EMWD) has updated its requirements and map for recycled water line connections, and our project is within the area of future recycled water, which means that the irrigation plans need to be revised to support a future connection to a recycled water main. 3. Additional Sanitary Sewer. This task proposes to design a sanitary sewer line extension to the properties located on the south side of Holland Road west of the I-215 highway. Upon completion of the ROW phase, it was determined there were no easements or additional ROW to provide sewer to future developments in this area without impacting the proposed Holland Road improvements. The additional sewer line would prevent future developments from excavating in the new infrastructure and disrupt traffic for several weeks potentially. The additional sewer would also bring economic development opportunities to the properties located in this area. Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 14 of 349 City of Menifee Staff Report Contract Amendment No. 4 for Holland Road / I-215 Overpass Project September 1, 2021 Page 3 of 4 6 4 9 The inclusion of this additional scope corresponds to an opportunity from the American Rescue Plan Act (ARPA) which lists water and wastewater (sewer) as eligible projects to receive this funding. The construction funding for the Holland Road Overpass project is completed and it will not be used to pay for the construction of the additional sewer line. This additional item and other eligible projects under the ARPA will be brought before Council at a later date. If this item is not approved by Council, then it will not be included in the construction of the project. 4. Structural Engineering Revisions. This task includes updating the existing bridge structure to bring it into current Caltrans standards and specifications. The 95% complete plans were prepared using the Caltrans 2015 edition; Caltrans has since adopted the 2018 Caltrans Standard Plans and Specifications. 5. Right-Of-Way (ROW). The additional services include reimbursement for re-appraisal work and lengthy coordination efforts to acquire right-of-way. The ROW acquisition original scope did not include re-appraisals and re-submittal efforts. Two of the property owners presented challenges to the process that required additional efforts. 6. Environmental. The environmental agency permits are set to expire close or during the anticipated construction of the project. If the permits expire before or during the construction of the project, the city will have to re-apply to keep permits current. This additional work will be done on a time and materials or as needed basis; this element of work will not be completed unless necessary due to unforeseen delays to bidding or during construction of the project. 7. Landscaping. This additional work requires the alteration/modification of the 95% complete plans to accommodate SCE’s power line relocation and provide access to those facilities. In addition, there will be modifications on the east side due to ROW constraints that were not able to be acquired during negotiations with the property owners. The negotiated additional fee for the above work would be $280,928 (the original fee proposal was $305,893). The attached Amendment contains the detailed scope of work and fee. City staff considered this fee and proposal reasonable based on the amount of additional work required to fully complete the design phase of the project. Contract Amendment History: ORIGINAL CONTRACT: $1,766,130 APPROVED ON APRIL 16, 2014 AMENDMENT 1: $ 95,100 APPROVED ON APRIL 14, 2016 AMENDMENT 2: $ 276,960 APPROVED ON JULY 18, 2018 AMENDMENT 3: $ 0 APPROVED ON APRIL 17, 2019 AMENDMENT 4: $ 280,928 PENDING APPROVAL. TOTAL: $2,419,118 STRATEGIC PLAN OBJECTIVE Accessible and Interconnected Community Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 15 of 349 City of Menifee Staff Report Contract Amendment No. 4 for Holland Road / I-215 Overpass Project September 1, 2021 Page 4 of 4 6 4 9 FISCAL IMPACT With the additional increase of $280,928, the total contract would be revised in the amount not- to-exceed $2,419,118. Funding for the Amendment increase in the amount of $280,928 is available in the FY 21/22 budget from the following account: Menifee Valley RBBD: 415-4555-58021 Holland Road Overpass. ATTACHMENTS 1. CIP 13-03 Executed Original Contract 2. CIP 13-03 Executed Amendment 1 3. CIP 13-03 Executed Amendment 2 4. CIP 13-03 Executed Amendment 3 5. CIP 13-03 Amendment 4 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 16 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 17 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 18 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 19 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 20 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 21 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 22 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 23 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 24 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 25 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 26 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 27 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 28 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 29 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 30 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 31 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 32 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 33 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 34 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 35 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:24 Menifee Mayor and City Council September 1,2021 Page 36 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:25 Menifee Mayor and City Council September 1,2021 Page 37 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:26 Menifee Mayor and City Council September 1,2021 Page 38 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:27 Menifee Mayor and City Council September 1,2021 Page 39 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:28 Menifee Mayor and City Council September 1,2021 Page 40 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:29 Menifee Mayor and City Council September 1,2021 Page 41 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:30 Menifee Mayor and City Council September 1,2021 Page 42 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:31 Menifee Mayor and City Council September 1,2021 Page 43 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:32 Menifee Mayor and City Council September 1,2021 Page 44 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:33 Menifee Mayor and City Council September 1,2021 Page 45 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:34 Menifee Mayor and City Council September 1,2021 Page 46 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:35 Menifee Mayor and City Council September 1,2021 Page 47 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:36 Menifee Mayor and City Council September 1,2021 Page 48 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:37 Menifee Mayor and City Council September 1,2021 Page 49 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:38 Menifee Mayor and City Council September 1,2021 Page 50 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:39 Menifee Mayor and City Council September 1,2021 Page 51 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:40 Menifee Mayor and City Council September 1,2021 Page 52 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:41 Menifee Mayor and City Council September 1,2021 Page 53 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 42Menifee Mayor and City Council September 1, 2021Page 54 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 43Menifee Mayor and City Council September 1, 2021Page 55 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 44Menifee Mayor and City Council September 1, 2021Page 56 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:45 Menifee Mayor and City Council September 1,2021 Page 57 of 349 HOLLAND ROAD/I-215 OVERCROSSING SCOPE OF WORK- Amendment 1 Amendment 1 covers out-of-scope work (and associated PM activities) for the Holland Road/I-215 Overcrossing not included in the original agreement dated 04-16-2014 between the City of Menifee and T.Y. Lin International (TYLI). The out-of-scope work involves: 1. Conceptual design of a noise mitigating wall resulting from the Noise Study. 2. Extensive coordination and meetings to resolve a prior rights issue and process a Longitudinal Encroachment Exception for the existing Southern California Edison (SCE) power lines running along the west side of I-215 within the Caltrans right-of-way. 3. Revisions to previously completed work to accommodate: a. New City interchange widening project at Holland/Hanover on west side. b. Storm water impact revisions resulting from a planned residential community on the east side. c. Additional revisions to Storm Water Data Report for revised Caltrans requirements after final SWDR submittal. 4. Revising the contract Plans, Specifications, and Estimates documents to conform to the 2015 Caltrans Standards in order to secure needed Caltrans approvals. 5. TYLI will prepare revisions and modifications to the Mechanically Stabilized Earth (MSE) Wall drainage system to enhance the aesthetic treatment of the wall. Revisions to the bridge include the revision of over-sidewalk soffit lighting (Caltrans standard soffit light cannot be used), and revisions/modifications for the non-standard future water line (EMWD), and coordination with SCE for required vertical clearances of the proposed re-located utility poles within Caltrans ROW. 6. Additional project management, coordination, and meetings associated with the out-of-scope work. PART 1 – PROJECT MANAGEMENT 1.1 General Coordination and Administration TYLI’s Project Manager will provide additional management, coordination, and supervision of project staff to facilitate the out-of-scope work in accordance with the requirements of the City and Caltrans. Deliverables: Monthly Invoices Progress Report 1.2 Meetings TYLI will conduct additional meetings for project development in coordination with Caltrans and impacted utility agencies to prepare exceptions and agreements and additional quarterly City utility coordination efforts. A maximum of five (5) additional meetings are proposed. Deliverables: Meeting Agendas Meeting Minutes PART 2 – PROJECT REPORT EQUIVALENT (PR-E), PERMIT ENGINEERING EVALUATION REPORT (PEER), AND ENVIRONMENTAL DOCUMENT (ED) 2.14 Bridge/Wall Aesthetics and Landscape Concept Plans Prepare additional conceptual plan sketches to assist the City in the development of construction drawings for the bridge aesthetic elements which may include noise mitigation wall for residential housing. Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:46 Menifee Mayor and City Council September 1,2021 Page 58 of 349 The Caltrans approved Visual Impact Report (VIR) requires rock blankets on slopes in order to match similar aesthetic features in the area. However, as a City requested cost savings measure, the rock blanket detail will be reduced from the project. This effort includes revising the approved VIR to reduce the rock blanket, secure Caltrans approval, and provide cost savings to the project David Evans and Associates (DEA) will prepare revised landscape plans (one revision) for the modification of landscape architecture elements for the project. TYLI will conduct appropriate research and coordinate with the City and Caltrans leading to recommendations for a noise mitigating wall for residential housing to comply with the Environmental Document. The DEA landscape team task includes revisions to the Landscape and Irrigation Plans to reduce architectural elements while still maintaining the reviewed and approved Visual Impact Assessment Report. This effort may include coordination with the project team, City staff, Caltrans District 8 landscape architects, outside agencies, and community groups. Deliverables: Conceptual Plan of additional noise mitigating wall for residential home. Revised Landscape Architecture and Irrigation Plans PART 3 – PLANS, SPECIFICATIONS & ESTIMATES (PS&E) During project development, it was determined that SCE utility poles are within Caltrans right-of-way. A Longitudinal Encroachment Exception is required between Caltrans and SCE for this utility. At both intersection limits of the project, the Roadway Plans will be revised to include new work to accommodate a City roadway widening project at the west edge of Holland and Haun intersection, and a planned residential development will affect existing Roadway Storm Water Drainage plans, and will be coordinated with the development. After the 90% Roadway submittal, but during the process of 90% Structures design, on December 16th 2016, Caltrans released the implementation guidelines for the 2015 Construction Contract Standards effective for all projects Ready-to-List after June 30, 2016. As a result, the Holland Road Project is required to comply with the 2015 Standard Specifications, Standard Plans, Standard Special Provisions, and Bid Items. Additionally, Caltrans requires modifications to the submitted Storm Water Data Report for a change from the standard format to a different form. 3.3 Utility Coordination and Potholing Additional Utility coordination will be carried out in conformance with the requirements of Chapter 13 of the Caltrans Right of Way Manual, and Appendix LL of the Caltrans Project Development Procedures Manual. Additional Information to be researched includes as-built records and maps, future improvement and development plans, and other supporting documentation. Additional effort includes design and preparation of documents for presentation of Electrical (Southern California Edison) facilities within the proposed project limits and Caltrans right-of-way (ROW). Due to their potential schedule impact, meetings will be held, on an individual basis if necessary, upon receiving notice to proceed. It is imperative to identify any relocations requiring long-lead times. During this time, TYLI will also identify and coordinate proposed utility relocation design improvements, and coordinate impacts and exceptions to Caltrans ROW. 3.5 Storm Water Data Report (SWDR) TYLI will prepare an additional short form PA&ED level Storm Water Data Report (SWDR) at Caltrans request. Additional work includes addresses comments and making revisions after approving agency reviews are provided. Deliverables: PS&E Level Storm Water Data Report (SWDR) Short Form Revision Response and Revisions to Comments for Short Form SWDR 3.7 Roadway PS&E Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:47 Menifee Mayor and City Council September 1,2021 Page 59 of 349 The additional work for design will conform to the latest/updated (2015) Caltrans Standard Plans and Standard Specifications within Caltrans Right of Way. Outside State highway, City and/or County of Riverside standards will be applied. Additional work associated with the stated phases of submittal is expected as follows: 3.7.3 100% PS&E Submittal TYLI will prepare revisions to the Pre-Final Designs and prepare the Final Roadway Design. These plans will include the following: Revisions to Drainage Plans, Profiles, Details, and Quantities for coordination with adjacent residential developments. Revisions to Utility Plans for conflicting SCE utility poles within Caltrans ROW. Additional Stage Construction, Traffic Handling, and Detour revisions resulting from the City’s adjacent intersection widening project. Modifications to Signing and striping sheets to include adjacent City intersection widening. Landscape and Irrigation modifications for revised scope. Lighting and Traffic Signal revisions for adjacent intersection widenings. Update Technical Specifications/Special Provisions/Bid Items to latest revised Caltrans 2015 standards. Deliverables: Roadway PS&E (as described above) Specifications, Special Provisions Quantities and Cost estimates 3.8 Structural PS&E TYLI will conduct analysis and prepare and submit bridge PS&E for Caltrans and City review and approval. Specific activities will be as follows: Revisions to the Mechanically Stabilized Earth (MSE) wall drainage system. Bridge Soffit Lighting. Revisions and details for the non-standard bridge future water line (EMWD). SCE coordination for utility pole relocation vertical clearances. 3.8.6 Final Structures PS&E (100%) Required revisions of above scope will be made to the bridge plans and calculations. Deliverables: 100% Bridge PS&E PART 4 – RIGHT OF WAY ACQUISITION The additional work for Right of Way Acquisition includes the management and tracking of the additional work required between Caltrans and SCE for the conflicting electrical utility poles. 4.1 Right of Way Project Management and Document Support Overland, Pacific & Cutler (OPC) will provide additional representation of the client at public meetings, hearings, and litigation related matters for a maximum of five (5) meetings pertaining to the SCE Utility Encroachment Exception. Deliverables: Meeting Minutes Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:48 Menifee Mayor and City Council September 1,2021 Page 60 of 349 CITY OF MENIFEEHOLLAND ROAD/I-215 BRIDGE OVERCROSSINGCOST PROPOSALAMENDMENT 1SCOPE OF WORK:T.Y. Lin InternationalPR-E, PEER, PS&E, AND CONSTRUCTION SUPPORTAMENDMENT 1MILESTONE/PHASE/PROJECT SUMMARY:275$ 266$ 220$ 235$ 220$ 200$ 165$ 150$ 128$ 115$ 266$ 115$ 116$ TOTALSSub-TaskTASK ACTIVITYPICProject ManagerQA/QC ManagerCaltrans Liaison Const. ReviewSenior Trans EngineerSenior Bridge EngineerTrans Engineer IIAssistant Bridge EngineerAsst Trans EngineerOutreach SupportCADD Support Account.Total Hours1.0PROJECT MANAGEMENT- 1.1 General Coordination4.0 44.0 30.0 78.0 16,284.00$ 1.2 Meetings24.0 24.0 6,384.00$ 1.3 Project Management Plan- -$ - -$ 2.0PROJECT REPORT (PR-E), PERMIT ENGINEERING EVALUATION REPORT (PEER), AND ENVIRONMENTAL DOCUMENT (ED)- 2.1 Project Report Equivalent (PR-E)- -$ 2.2 Permit Engineering Evaluation Report (PEER)- -$ 2.3 Traffic and Accident Analysis- -$ 2.4 Right of Way Data Sheet- -$ 2.5 Fact Sheets with Exceptions to Design Standrads- -$ 2.6 Geometric Approval Drawings (GAD)- -$ 2.7 Transportation Management Plan (TMP)- -$ 2.8 Hydrology/Hydraulic Analysis Report- -$ 2.9 Storm Water Data Report (SWDR) - PA&ED Level- -$ 2.10 Structural Preliminary Geotechnical Report (SPGR)- -$ 2.11 Advanced Planning Study- -$ 2.12 Environmental Documents (ED)- 2.12.1 Perform Environmental Studies and Prepare Draft Environmental Document- -$ 2.12.2 Permits, Agreements, and Route Adoption During PA&ED- -$ 2.12.3 Circulate Draft Environmental Document- -$ 2.12.4 Prepare and Approve Project Report and Final Environmental Document (FED)- -$ 2.13 Community Outreach Support- -$ 2.14 Bridge Aesthetics and Landscape Concept Plans (DEA)2.0 4.0 48.0 42.0 48.0 144.0 19,508.00$ - 3.0PLANS, SPECIFICATIONS & ESTIMATES (PS&E)- 3.1 Surveys and Topographic Mapping- -$ 3.2 Geotechinical Engineering- -$ 3.3 Utility Coordination and Potholing2.0 16.0 16.0 16.0 16.0 66.0 9,830.00$ 3.4 R/W Engineering and Coordination- -$ 3.5 Storm Water Data Report (SWDR) - PS&E Level2.0 4.0 4.0 8.0 18.0 2,870.00$ 3.6 Transportation Management Plans (TMP) Report- -$ 3.7 Roadway PS&E- 3.7.1 30% Roadway PS&E Submittal- -$ 3.7.2 95% Roadway PS&E Submittal- -$ 3.7.3 100% Roadway PS&E Submittal4.0 4.0 40.0 24.0 60.0 60.0 192.0 27,380.00$ 3.8 Structural PS&E (Bridge and Retaining Walls)- 3.8.1 Bridge Site Data Submittal- -$ 3.8.2 Type Selection- -$ 3.8.3 65% Structural PS&E Submittal- -$ 3.8.4 90% Structural PS&E Submittal- -$ 3.8.5 95% Structural PS&E Submittal- -$ 3.8.6 100% Structural PS&E Submittal2.0 20.0 20.0 24.0 66.0 9,152.00$ - 4.0RIGHT OF WAY ACQUISITION- 4.1 Right of Way Project Management and Document Support12.0 12.0 3,192.00$ 4.2 Title Investigation Services- -$ 4.3 Appraisal and Specialty Appraisal Services- -$ 4.4 Negotiate Right of Way Settlement/Prepare Acquisition Documents- -$ 4.5 Title/Escrow Coordination - -$ 4.6 Caltrans Right of Way Certification Oversight- -$ - 5.0CONSTRUCTION ENGINEERING SUPPORT- 5.1 Bid Support- -$ 5.2 Construction Support- -$ - Subconsultant MarkupODC/Outside Service500.00$ TOTALS:12.0 84.0 8.0 - - 60.0 20.0 92.0 62.0 84.0 - 148.0 30.0 600.0 95,100.00$ 4/11/2016Loaded RatesItem Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 49Menifee Mayor and City Council September 1, 2021Page 61 of 349 Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:50 Menifee Mayor and City Council September 1,2021 Page 62 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 51Menifee Mayor and City Council September 1, 2021Page 63 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 52Menifee Mayor and City Council September 1, 2021Page 64 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 53Menifee Mayor and City Council September 1, 2021Page 65 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 54Menifee Mayor and City Council September 1, 2021Page 66 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 55Menifee Mayor and City Council September 1, 2021Page 67 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 56Menifee Mayor and City Council September 1, 2021Page 68 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 57Menifee Mayor and City Council September 1, 2021Page 69 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 58Menifee Mayor and City Council September 1, 2021Page 70 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 59Menifee Mayor and City Council September 1, 2021Page 71 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 60Menifee Mayor and City Council September 1, 2021Page 72 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 61Menifee Mayor and City Council September 1, 2021Page 73 of 349 Item Title: 10.2 T.Y. LIN International Contract Amendment No. 4 for the Holland Road / I-215 Overpass Project, CIP 13-03Item Page Number: 62Menifee Mayor and City Council September 1, 2021Page 74 of 349 AMENDMENT NO. 3 TO AGREEMENT BETWEEN T.Y. LIN INTERNATIONAL, INC AND THE CITY OF MENIFEE FOR ENVIROMENTAL AND CIVIL ENGINEERING DESIGN SERVICES FOR CIP 13-03 (HOLLAND ROAD/ I-215 BRIDGE OVERCROSSING PROJECT) This is Amendment No. 3 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on April 16, 2014 by and between the City of Menifee (“City”) and T.Y. LIN INTERNATIONAL, INC (“Consultant”) for ENVIRONMENTAL AND CIVIL ENGINEERING DESIGN SERVICES FOR CIP 13-03 (HOLLAND ROAD/ I-215 BRIDGE OVERCROSSING PROJECT) which Amendment is made and entered into on April 17, 2019, to extend the term of the agreement as indicated below: 1. Section 1.1, “Term of Services” is amended to read as follows: 1.1 Term of Services. The term of this Agreement shall begin on the April 16, 2014 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 2. All other terms and conditions of the Agreement remain in full force and effect. Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:63 Menifee Mayor and City Council September 1,2021 Page 75 of 349 Professional Services Amendment No. 3 with T.Y. Lin International (Holland) 2 of 2 CITY OF MENIFEE T.Y. LIN INTERNATIONAL, INC. _______________________________ _______________________________ Bill Zimmerman, Mayor W. Mark Ashley, Senior Vice President Attest: ________________________________ James Rucker, Vice President _______________________________ Sarah Manwaring, City Clerk Approved as to Form: _______________________________ Jeffrey T. Melching, City Attorney Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:64 Menifee Mayor and City Council September 1,2021 Page 76 of 349 AMENDMENT NO. 4 TO AGREEMENT BETWEEN T.Y.LIN INTERNATIONAL AND THE CITY OF MENIFEE FOR CIP 13-03 (HOLLAND ROAD/ I-215 BRIDGE OVERCROSSING PROJECT) ENVIROMENTAL AND CIVIL ENGINEERING DESIGN SERVICES This is Amendment No. 4 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on April 16, 2014 between the City of Menifee (“City”) and T.Y.LIN INTERNATIONAL (“Consultant”) for CIP 13-03 (HOLLAND ROAD/ I-215 BRIDGE OVERCROSSING PROJECT) ENVIROMENTAL AND CIVIL ENGINEERING DESIGN SERVICES which Amendment No. 4 is made and entered into on ______________, 2021 to increase the scope of work and compensation amount as indicated below: 1. Section 1.6, “Covid-19 Safety” is included to read as follows: 1.6 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing. 2. Section 2, “Compensation” is amended to increase the maximum compensation by $280,928.00 (TWO HUNDRED EIGHTY THOUSAND NINE HUNDRED TWENTY EIGHT DOLLARS AND ZERO CENTS), and is amended to read as follows: Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $2,419,118.00 (TWO MILLION FOUR HUNDRED NINETEEN THOUSAND ONE HUNDRED EIGHTEEN DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 3.Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 1 Scope of Work Additional Work, which supplement is attached as Exhibit A hereto. “Amendment No. 1 Scope of Work Additional Work (Amendment No. 1)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. 4. All other terms and conditions of the Agreement remain in full force and effect. Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:65 Menifee Mayor and City Council September 1,2021 Page 77 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL CITY OF MENIFEE T.Y.LIN INTERNATIONAL _______________________________ _______________________________ Armando G. Villa, City Manager Jim Rucker, Vice President Attest: ________________________________ Clark Fernon, Vice President _______________________________ Sarah A. Manwaring, City Clerk Approved as to Form: _______________________________ Jeffrey T. Melching, City Attorney Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:66 Menifee Mayor and City Council September 1,2021 Page 78 of 349 Amendment No. 1 – Exhibit A: Scope of Work Additional Work Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:67 Menifee Mayor and City Council September 1,2021 Page 79 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:68 Menifee Mayor and City Council September 1,2021 Page 80 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:69 Menifee Mayor and City Council September 1,2021 Page 81 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:70 Menifee Mayor and City Council September 1,2021 Page 82 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:71 Menifee Mayor and City Council September 1,2021 Page 83 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:72 Menifee Mayor and City Council September 1,2021 Page 84 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:73 Menifee Mayor and City Council September 1,2021 Page 85 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:74 Menifee Mayor and City Council September 1,2021 Page 86 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:75 Menifee Mayor and City Council September 1,2021 Page 87 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:76 Menifee Mayor and City Council September 1,2021 Page 88 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:77 Menifee Mayor and City Council September 1,2021 Page 89 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:78 Menifee Mayor and City Council September 1,2021 Page 90 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:79 Menifee Mayor and City Council September 1,2021 Page 91 of 349 Professional Services Amendment No. 4 with T.Y.LIN INTERNATIONAL Item Title:10.2 T.Y.LIN International Contract Amendment No.4 for the Holland Road /I-215 Overpass Project,CIP 13-03 Item Page Number:80 Menifee Mayor and City Council September 1,2021 Page 92 of 349 CITY OF MENIFEE SUBJECT: Notice of Completion for the Audie Murphy Ranch Crack Seal Project MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Chris Gehrki, Management Analyst REVIEWED BY: Nick Fidler, Public Works Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Accept Improvements for the Audie Murphy Ranch Crack Seal Project, PW 21-02; and 2. Authorize the City Clerk’s Office to file the Notice of Completion with the Riverside County Recorder’s Office. DISCUSSION The Audie Murphy Ranch Crack Seal Project, PW 21-02, consisted of placing a sealant into cracks on the pavement surface, preventing the infiltration of moisture and non-compressible materials into the pavement, thereby extending the life of the pavement. See the table below for a list of the streets improved: #STREET NAME FROM TO 1 Berea Rd Normandy Rd Newport Rd 2 Derby Hill Dr Twyman Wy Newport Rd 3 Desperado Ct Twyman Wy Cul-de-sac 4 Hitch Rail Ln Twyman Wy Rocking Horse Ct 5 Normandy Rd La Ladera Rd Cul-de-sac 6 Renegade Ct Twyman Wy Cul-de-sac 7 Rio Bravo Ct Hitch Rail Ln Cul-de-sac 8 Rocking Horse Ct Twyman Wy Cul-de-sac 9 Sergeant Kelly Dr Hitch Rail Ln Newport Rd 10 Showdown Ct Twyman Wy Cul-de-sac 11 Twyman Wy Derby Hill Dr Rocking Horse Ct 12 Apache Hill Cr Stage Coach Rd Cul-de-sac 13 Buckboard Ln Stage Coach Rd Cul-de-sac Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 93 of 349 City of Menifee Staff Report Notice of Completion for the Audie Murphy Ranch Crack Seal Project, PW 21-02 September 1, 2021 Page 2 of 3 6 5 6 14 Dapple Grey Wy Derby Hill Dr Cul-de-sac 15 Derby Hill Dr Newport Rd Stage Coach Rd 16 Gallup Ct Rattle Dance Wy Cul-de-sac 17 Gant Ct Stage Coach Rd Cul-de-sac 18 High Noon Ct Stage Coach Rd Cul-de-sac 19 High Plains Ct Wild View Rd Cul-de-sac 20 Lone Acres Rd Cul-de-sac Cul-de-sac 21 Lone Pine Dr Newport Rd Rattle Dance Wy 22 Lost Colt Ct Saddlehorn Wy Cul-de-sac 23 Prairie Trail Ct Lone Pine Dr Cul-de-sac 24 Rattle Dance Wy Lone Pine Dr Wild View Rd 25 Saddlehorn Wy Rattle Dance Wy Wild View Rd 26 Shenandoah Ct Wagon Trail Ln Cul-de-sac 27 Sidesaddle Ct Saddlehorn Wy Cul-de-sac 28 Spur Branch Lone Acres Rd Water Wheel Ct 29 Stage Coach Rd Lone Acres Rd Cul-de-sac 30 Wagon Trail Ln Dapple Grey Wy Stage Coach Rd 31 Warm Lodge Ct Wagon Trail Ln Cul-de-sac 32 Water Wheel Ct Derby Hill Dr Cul-de-sac 33 Wide Plains Ct Gallup Ct Cul-de-sac 34 Wild View Rd Stage Coach Rd Cul-de-sac 35 Alamo Ct Cowboy Ln Cul-de-sac 36 Ambush Ct Alamo Ct Cul-de-sac 37 Buffalo Cr Changing Wind Ln Cul-de-sac 38 Caravan Ct Changing Wind Ln Cul-de-sac 39 Changing Wind Ln Roundup Cr Buffalo Cr 40 Cowboy Ln Caravan Ct Prospector Ct 41 Moonlighter Wy Murphy Ranch Rd Night Passage Pl 42 Murphy Ranch Rd Newport Rd Murrieta Rd 43 Night Passage Pl Cul-de-sac Cul-de-sac 44 Prospector Ct Wilderness Ln Cul-de-sac 45 Pueblo Ct Cowboy Ln Cul-de-sac 46 Rancher Ln Murphy Ranch Rd Wilderness Wy 47 Roundup Cr Rustler Wy Cul-de-sac 48 Rustler Wy Murphy Ranch Rd Buffalo Cr 49 Wilderness Wy Prospector Ct Cul-de-sac Filing a Notice of Completion protects the City from future claims against the project by providing proper noticing to each contractor, subcontractor and material supplier that the project had been completed. The Payment Bond (Labor and Materials Bond) and Performance Bond would be released 30 days from the date of recording the attached Notice of Completion, provided no Stop Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 94 of 349 City of Menifee Staff Report Notice of Completion for the Audie Murphy Ranch Crack Seal Project, PW 21-02 September 1, 2021 Page 3 of 3 6 5 6 Notices were filed preventing said releases. The Public Works and Engineering Department staff had inspected the quality of the materials supplied, construction methods and workmanship of the project and determined the improvements constructed by the contractor, Safe USA, Inc., meet the requirements of the project as specified in the contract documents. The project budget of $92,314.88 was approved by City Council on June 16, 2021 and final construction costs are outlined below: Expenditure Item Approved Budget Final Cost Construction Contract:$92,314.88 $92,314.88 STRATEGIC PLAN OBJECTIVE Safe and Attractive Community FISCAL IMPACT There is no fiscal impact associated with the recommended action. There is no charge for filing a Notice of Completion with the County Recorder’s Office. ATTACHMENTS 1. PW 21-01 Project Map 2. Notice of Completion 3. Close Out-Docs Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 95 of 349 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 96 of 349 Recording Requested By: CITY OF MENIFEE After Recording Mail To: CITY CLERK CITY OF MENIFEE 29844 HAUN ROAD MENIFEE, CA 92586 Record without fee subject to Govt. Code 6103 NOTICE OF COMPLETION (Public Works – Civil Code Sec. 9204) AUDIE MURPHY RANCH CRACK SEAL PROJECT, PW 21-02 Notice is hereby given that: Work of improvements on the project herein described was accepted as complete on September 1, 2021. The work done: Placing a sealant into cracks on the pavement surface, preventing the infiltration of moisture and non- compressible materials into the pavement. The project was done in the city right-of-ways on various streets in the community of Audie Murphy Ranch in the City of Menifee, County of Riverside, State of California. 1. The full name of the Owner is:CITY OF MENIFEE 2. The full address of the Owner is:29844 HAUN ROAD MENIFEE, CA. 92586 3. The undersigned is a Corporate Officer of the Owner of the interest stated below in the property herein described: PUBLIC STREETS IN THE AUDIE MURPHY RANCH COMMUNITY, MENIFEE, CA 92586 4. The name of the contractor for such work of construction is: Safe USA, Inc. 1030 N. Mountain Ave, Ste 180 Ontario, CA 91762 5. The property on which said work of improvement was completed is within the City of Menifee, County of Riverside, State of California. STATE OF CALIFORNIA) Ss COUNTY OF RIVERSIDE) I, Sarah A. Manwaring, hereby certify that I am the City Clerk of the City of Menifee, a municipal corporation, which is the owner of the properties described within this Notice of Completion, executed on behalf of the City; that I have read the notice and know the contents thereof and that the facts therein stated are true of my own knowledge under penalty of perjury under the laws of the state of California; that I make this verification on _________________, 20___ for and on behalf of the City. _____________________________ Sarah A. Manwaring, City Clerk Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 97 of 349 APPENDIX 4 CLOSE-OUT DOCUMENTS 4-1 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 98 of 349 CONTRACTOR'S CERTIFICATION OF COMPLETION DATE: TO: City of Menifee 29844 Haun Rd Menifee, California 92586 S~<.-u S V-.---::c,L 'FROM: --=-_ (Firm or Corporation) PROJECT: Audie Murphy Ranch Crack Seal Project, PW 21-02 This is to certify that I, acting as an authorized official of the above stated firm or corporation, have been properly authorized by said firm or corporation to sign the following statements pertaining to the subject contract: 1. I know, of my own personal knowledge, and do hereby certify, that the work of the contract described above has been performed, and materials used and installed in every particular, in accordance with, and in conformity to, the contract drawings and specifications. 2. The contract work is now complete in all parts and requtrements.jirid ready-foryouTfTrfa1 inspection. 3. I understand and agree that neither the determination by the Owner that the work is complete, nor the acceptance thereof by the Owner, shall operate as a bar to claim against the Contractor under the terms of the guarantee provisions of the contract documents. Signature of Prime Con actor S-Clc..ob Cc?f l-e."i£t. ~ -f'(e '::::> i &.e,"ffY1 0 VllCe-..... Ct!)f'1 ~n 6. s-SeLf.eA'CtCY Print name and title Print name and title (Ifthe Prime Contractor isa corporation twosignaturesof corporate officers are required.) 4-2 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 99 of 349 CONTRACTOR'S AFFIDAVIT OF DISPOSAL WHEREAS, on t he (.,-#\ day of Av~tJf,t-20 ~' t he undersigned entered I I into and executed a contract with City of Men ee for Audie Murphy Ranch Crack Seal ProJect, as particularly described in said contract and identified as PW 21-02, and WHEREAS, the specifications of said contract requires the Contractor to affirm t hat "all brush, t rash, debris, and surplus materials resulting from this project have been disposed of in a legal manner" and that all designated recyclable materials are properly recycled in compliance with the City of Menifee Ordinances. WHEREAS, said contract has been completed, all surplus materials disposed of, and proof of compliance with the City of Menifee Mun icipal Code has been furnished. NOW,THEREFORE, in consideration of the final payment by the City of Meni fee to said Contractor under t he terms of said contract, the undersigned Contractor, hereby certifies and affirms under penalty of perjury that all surplus materials asdescribed in said contract have been disposed of at the following location(s): Type of mat~rial disposed of Type of material disposed of Name of disposal site 1:2.~<i5 6" ~ot..4 6\v' e:d, OY\+a ,r, D CD.. ' Address of disposal site Address of disposal site Type of material disposed of Type of material disposed of Name of disposal site Name of disposal site Addressof disposal site Address of disposal site By signing and submitting this form to the City of Men ifee on t his l..t t\ay of Av{vs1-,20 '2.\ I (we) hereby cert ified and swear under penalty of perjury under the laws of the State of California that the afrrementioned information is true and correct without omission,error or m ~srepresentation . oJ, . 'jf-(,.-20'2.J ----rvl~ '!If---1\'--t;><20 2 1 Signature of Prime C Date Signature of Prime Contra or Date .;:fALI.-I)\? ~c9f\"€V\4 ~ --P(~-S Id t'n\ .(Y10VllC C~ C eyi-{)')G< ..'::> 9€cA"-ef-Ci, / f -Pnnt name arrd title - - - - - - - - - --Pn ntJ1arne an d title _ (Ifthe Prime Con tractoris a corporation two signatures of corporate officers arerequired.) 4-3 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 100 of 349 Bond #100579913 CONSENT OF SURETY FOR FINAL PAYMENT In accord ance with the provisions of the contract between the Owner and the Contractor, and the fo llowing named Surety: U.S. Specialty In surance Company Ninety Two Thousand Three Hundred Fourteen and 00/100 on the Payment Bond in the amount of Dollars, of t he following named Contractor: ~<t. '~-G. J '5.:\. T h Co . hereby approves of fin al payment to the Contractor, and further agrees tha t said fina l payment to the Contractor shall not relieve the Surety named herein of any of its obligations to t he Owner, as set forth in said Surety company's bond. IN WITNESS WHEREOF, the Surety Company ha 9th. August ,20---1.1.day of _-2..:== ,.. f Auth orized Surety Repr esentative Gabriel Hill Title Attorney-in-Fact (CO R PORAT ~ SEAL) 4-4 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 101 of 349 TOKIOMARINE H CC POWER OF ATTORN EY KNOW ALL MEN BY THESE PRESE NTS: That , U.S. SPECIALTV INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the Staie of Texas, and having its principal office in Houston,Harris County,Texas,does by these presents make,constitute and appo int, GAB RIEL HILL its true and lawful Attorney-in-fact, with full power and authority hereby conferred in its name, place and stea d, to execute, acknowledge and deliver bond number 100595445 , issued in the course of its business and to bind the Company thereby, in an amount not to excee d Three million and 00/100 ( $3,000,000.00 ). Said appointment is made under and by authority of the following resolutions of the Board of Directors of U. S.Specialty Insurance Company: "Be it Resolved, that the President,any Vice-President, any Assistant Vice-President,any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint anyone or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney-in-Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute , acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages andlor final estimates on engineering and construction contracts, and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsim ile signature or facsimile seal shall be valid ~d~nd ing ldQQn the Company with respect to any bond or undertaking to which it is attached." Adopted by unanimous written consent in lieu of meeting on September~ 2011-.------ The Attorney-in-Fact named above may be an agent or a broker of the Compan y.The granting of this Power of Attorney is specific to this bond and does not indicate whether the Attorney-in-Fact is or is not an appointed agent of the Company. IN WITNESS WHEREOF,U.S.Specia lty Insurance Com ~an y has caused its seal to be affixed hereto and executed by its Senior Vice President on this 181h day or December 2017. " " ""\:~~ ~~~'~" ',, U.S. SPECIAL ~~:~,~f~ ~~:I:e&!" · (¥~~~~) By: '/"'/11111111~Il \\~'\\'\"'''' I A Notary Public o(otherOfltcer completing this certificate verifies only the identity of the individual who signed the document to which ihis certiflcate is attached:and-not the truthfu lness,accurac ,or valid;t of that document. On this 1S[ day of /une; 2018, before me, Sonia O. Carrejo, a notary public, personally appeared Adam S. Pessin, Senior Vice President of U.S. Specialty Insurance Company, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signa ture on the instrument the perso n, or the entity upon beha lf of which the person acted, executed the instrument. I certify under PENALTV 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) I. Kio La, Assistant Secretary of U.S. Specialty Insurance Company, do hereby certify that the Power of Attorney and the resolution adopted by the Board of Directors of said Compan y as set forth above , are true and correct transcripts thereof and that neither the said Power of ---Attorne¥-nOLtharesolulion hQlle been.Levo ked..MldJ@y~e now~fu ll force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this _9~h :. daiof · ~. -August 202 1 \\\\\\\1I1I11fJI11J 11'1,".:-" . I \ f'.Sura Bond No. 100595445 -c -/~~:~··· · ·"--· ··~~-?:<:.l: Agency No. 18488 i~[' ,~~ i~~ ::. '. -r-~ : :> =\~,~,--, _, ~: :~ .: :<::/ HCCSZZ POAUS SIC06l201S " 'lll lI ll l~l\ \J \\\\\'\ • visit trnhcc.corn/suretyJor.more information Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 102 of 349 CONTRACTOR'S AFFIDAVIT OF PAYMENT To All Whom It May Concern: WHEREAS, the undersigned has been contracted by the City of Menifee to furnish labor and materials for Audie M urphy Ranch Crack Seal Project, PW 21-02, under a contract dated the lt rh day of _ Au ) J 5-+-, 20 2--\, in the City of Menifee, County of Riverside, State of California, of which City of Menifee is the Owner. NOW, THEREFORE, this ?<. *' day of A-uj lJ$T-20 '"2-( theI undersigned,as the Contractor for the above-named Contract pursuant to the Conditions of the Contract hereby certifies that, except as listed below, he has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all work, labor, and services performed, and for all known indebtedness and claims against the Contractor for damages arising in any manner in connection with the performance of the Contract referenced above for which the Owner or his property might in anyway be held responsible. EXCEPTIONS: (If none, write "None". If required by the Owner, the Contractor shall furnish bond satislact7to t:e Owner lor each exception .) ~AA,-----O ~~ -2.dJ 21 Signature of Prime Contr ctor Date Date -J/~v \0 Co P\..tt'\~5 -f(~;J -cY\+ Print name and title (If the Prime Contracto ris a corporation two signatures ofcorporate officers are required.) 4-5 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 103 of 349 GUARANTEE AGREEMENT We hereby guarantee that Audie Murphy Ranch Crack Seal Project, PW 21-02, has been installed in accordance with the drawings and specifications and that the work as installed will fulfill the requirements included in the specifications . The undersigned agrees to promptly repair or replace, in a manner satisfactory to the Engineer, any or all of such work, together with any other adjacent work which may be displaced in connection with such repair or replacement, that may prove to be defective in workmanship or material within a period of one (1) year from the date of acceptance of the above refe renced project by City of Menifee, ordinary wear and tear and unusual abuse or neglect excepted. The Contractor also agrees to indemnify and hold City of Menifee harmless from claims of any kind arising from damage due to said defects in the work constructed under the Contract. In the event that the undersigned fails to comply with the abovementioned conditions within a reasonable period of time, as determined by City of Menifee, the undersigned hereby authorizes the City of Menifee to proceed with the repair of said defects and the Contractor and his/her surety shall be liable to the City of Menifee for the cost thereof. I'()?:;oN, VVlOu'(\,\-c(lV\ JKetLl~D /lr(\ .fano/, fc-< . Address _ ~ (l~ 2s;~~"if::b-Cont"cto, J ~~ ,-Ta.w b C::Yf?\-enC<.~ fr..es ,d-f'fl. +-rYlVr1/Cc<.. C'o:f /~1 1 C<.. s -S ec.,~4, ,.yt Print name and title Print name and title Countersigned (required by Prime Contractor if this Guarantee Agreement isfor a Sub-Contractor): Firm name Address Signature of Prime Contractor Signature of Prime Contractor Print name and title Print name and title Contactfor Service : Name \o?Jo rJ .rY1 DlJo+ ci. (1'1 Ave. tb IW.po±tl r. 0 C'C\. .1 {7rc 2 Addre ss 9 oC,-C1 S'3 -070 ~ JC1.CLJb~t:L+:eU~ ,CO Y1/\. Telephone number and email address 4-6 Item Title:10.3 Notice of Completion for the Audie Murphy Ranch Crack Seal Project Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 104 of 349 CITY OF MENIFEE SUBJECT: Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 16-07 MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Carlos Geronimo, Principal Engineer REVIEWED BY: Nick Fidler, Public Works Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Accept the Improvements for the Citywide Traffic Signal Interconnect (West) Project, CIP 16- 07; and 2. Authorize the City Clerk’s Office to file the Notice of Completion for Citywide Traffic Signal Interconnect (West) Project, CIP 16-07, with the Riverside County Recorder’s Office. DISCUSSION Previously, the City of Menifee obtained two federal grants from the Highway Safety Improvement Program (HSIP) Cycle 7 for construction of Wireless Communication Systems at all of the City’s existing Traffic Signals. The scope of the work was split into two phases: Traffic Signal Interconnect East CIP 16-08 (completed in December 2020) and Traffic Signal Interconnect West CIP 16-07, which were split by utilizing the I-215 freeway as the boundary. Work for the Traffic Signal Interconnect West CIP 16-07 has recently been completed and recommended for acceptance and filing of the Notice of Completion. The work included installation of radios, antennas, controllers, power surge protectors, and related communication equipment upgrades to improve safety and operations via optimized traffic signal timing coordination at 28 existing signaled intersections. The project was awarded to Elecnor Belco Electric, Inc. on April 15, 2020 and construction began upon issuance of the Notice to Proceed on August 14, 2020. It should be noted that the timeline for completion of the project was significantly impacted by the Covid-19 pandemic. The supplier of the key communication equipment needed for this project temporarily closed their manufacturing plants from March through May of last year. The temporary closure created a backlog of pending orders resulting in significant delays in the delivery of Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 105 of 349 City of Menifee Staff Report Notice of Completion for the Traffic Signal Interconnect (West) Project, CIP 16-07 September 1, 2021 Page 2 of 2 6 3 6 needed equipment. Filing a Notice of Completion protects the City from future claims against the project by providing proper noticing to each contractor, subcontractor, and material supplier that the project has been completed. The Payment Bond (Labor and Materials Bond) and Performance Bond will be released 30 days from the date of the recording of the Notice of Completion, provided no Stop Notices are filed preventing said releases. As previously stated, this Notice of completion is for the work completed on the west side of the I-215. Because the overall project is phased into two phases, each with its separate fund and federal project number, the federal grant requires that each phase be closed out separately. Work in the Traffic Management Center (TMC) located in City Hall is also nearing completion. 17 out of the 77 interconnected traffic signals have been able to communicate with the TMC. It is expected that communication with the remaining traffic signals will be completed in August, 2021. Due to specific and strict federal requirements and reporting for this project, city staff procured the services of Anser Advisory to provide Construction Management and Inspection. Anser Advisory inspected the materials supplied, quality of materials, construction methods, and workmanship of the project, and determined the improvements constructed by Elecnor Belco Electric, Inc. meet the requirements of the project as specified in the contract documents. The project construction budget of $453,970.00 was approved at the April 15, 2020 City Council Meeting. The final cost of the construction work is $483,877.24. The final construction cost of the project was higher due to change orders that needed to mitigate design flaws in the system structure that were preventing the wireless radios from communicating due to line of sight and other hardware issues. At the July 21, 2021 Council meeting, the City Council approved the contract amendment in order to complete the work and finalize the project construction. Additionally, at this meeting it was communicated to the Council that city staff is diligently working with the Design Consultant to recuperate the additional costs as a result of the design errors, which is still in-progress. STRATEGIC PLAN OBJECTIVE Accessible and Interconnected Community FISCAL IMPACT There is no fiscal impact associated with the recommended action. ATTACHMENTS 1. Project Location Map 2. CIP 16-07 Completion Letter from Anser 3. CIP 16-07 Close Out Documents - Complete from Contractor 4. CIP 16-07 Notice of Completion form Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 106 of 349 WINCHESTER CANYON LAKE ANTELOMENIFEE RDPINACATE RD (HWY 74)ETHANAC RD ETHANAC RD MCLAUGHLIN RD MCLAUGHLIN RD ROUSE RD ROUSE RD MA T T H E W S R D MA T T H E W S R D MCCALL BLVD MCCALL BLVD NEWPORT RD NEWPORT RD HOLLAND RD HOLLAND RD GARBANI RD GARBANI RD SCOTT RD SCOTT RD BRIGGS BRIGGS RDBRIGGS RDCHAMBERS AVE RIDGEMOOR RD POTOMAC DR MURRIETA RDMURRIETA RDMURRIETA RDBRADLEY RDMENIFEE RDCHERRY BLVDHILLS MURRIETA RDSUNBLVD CITYSIMPSON RD NEWPO R T R D DOMENIGONI PKWYMENIFEE RDANT ELO P E RDENCANTO DRCHAMBERS AVE RD LA PIEDRA LA PIED R A RD CRAIG AVE BRADLEY RDTUPELO RD SHERMAN RDHAUN RDHAUN RDCORSON AVE EVANS RDWICKERD RDPALOMSHERMAN RDDAWSON RDTRUMBLE RDMURRIETA RDWICKERD RD LAGUNA VISTA DRLINDENBERGER RDSTERN DRMURPHY LNHILLPOINTEDRANTELOPE RDCRAIG AVE BISCAYNE BUNDY CANYON R D RITT RDASCOT WYNORMANDY RD 221 5 FREEWAY TALLY R D ANTELOPE RDGOETZ RDGOETZ RDGO E T Z R D GOETZ RD(HW Y 7 4 )BARNETT RDHERITAGE LAKE DRVHONEYRUN RD LA LADERA RDLINDERBERGERRDVALEY BLVDTRES LAGOS DR PALOMAR RDENCANTO DRDREVANS RDLAZY CREEK RD CHEVYCHASE RD PE B B L E BE A C H D RGROSSE POINT DRCITY OF MENIFEE 2015 HIGHWAY SAFETY IMPROVEMENT PROGRAM (HSIP) ATTACHMENT LOCATION MAP SIGNALIZED INTERSECTION PROPOSED INTERCONNECT CALTRANS RIGHT OF WAY CITY HALL LEGEND PROPOSED CONDITIONS 3-2 *ALL TRAFFIC SIGNALS WILL HAVE HARDWARE UPGRADES *ALL PROPOSED WORK IS WITHIN CITY RIGHT OF WAY WEST MENIFEE Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 107 of 349 AnserADVISORY.COM 3111 Camino Del Rio N, Suite 340, San Diego, CA 92108 T. 619.501.9484 info@Anseradvisory.com Carlos Geronimo, PE July 28, 2021 City of Menifee 29714 Haun Rd Menifee, CA 92586 Reference: CIP #16-07 Citywide Traffic Signal Communications (WEST) Federal Project # HSIPL-5483-(003) Subject: Certification of Completion Citywide Traffic Signal Communications (WEST) Capital Improvement Project Dear Mr. Geronimo, This letter shall service as notice to the City of Menifee that the above referenced project has been inspected and deemed to be complete per the project plans and specifications. The contractor has submitted all required as-built drawings, controller manuals, labor compliance and related close out documents. As Resident Engineer, I recommend to the City of Menifee that the Contractor be granted substantial completion and release of the 5% retention upon acceptance by City Council. Sincerely, Lucas Rathe, P.E. Resident Engineer, Citywide Traffic Signal Communications West Cell: 619.755.9596 Tel: 619.501.9484 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 108 of 349 CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) - HSIP 7, CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) APPENDIX 4 CLOSE-OUT DOCUMENTS CONTRACTOR'S CERTIFICATION OF COMPLETION 1 DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 109 of 349 DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 110 of 349 CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) – HSIPL-5483(003), CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) DATE: TO: City of Menifee 29714 Haun Rd Menifee, California 92586 FROM: (Firm or Corporation) PROJECT: CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) This is to certify that I, acting as an authorized official of the above stated firm or corporation, have been properly authorized by said firm or corporation to sign the following statements pertaining to the subject contract: 1.I know, of my own personal knowledge, and do hereby certify, that the work of the contract described above has been performed, and materials used and installed in every particular, in accordance with, and in conformity to, the contract drawings and specifications. 2.The contract work is now complete in all parts and requirements, and ready for your final inspection. 3.I understand and agree that neither the determination by the Owner that the work is complete, nor the acceptance thereof by the Owner, shall operate as a bar to claim against the Contractor under the terms of the guarantee provisions of the contract documents. Signature of Prime Contractor Signature of Prime Contractor Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) 2 Elecnor Belco Electric Inc. Alberto Garcia, President/CEOJohn Wong, Vice President - Transportation 6/4/21 DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 111 of 349 CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) – HSIPL-5483(003), CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) CONTRACTOR’S AFFIDAVIT OF DISPOSAL WHEREAS, on the day of , 20 , the undersigned entered into and executed a contract with City of Menifee for Traffic Signal Communications (WEST) as particularly described in said contract and identified as CIP No. 16-07, and WHEREAS the specifications of said contract requires the Contractor to affirm that "all brush, trash, debris, and surplus materials resulting from this project have been disposed of in a legal manner" and that all designated recyclable materials are properly recycled in compliance with the City of Menifee Ordinances. WHEREAS, said contract has been completed, all surplus materials disposed of, and proof of compliance with the City of Menifee Municipal Code has been furnished. NOW, THEREFORE, in consideration of the final payment by the City of Menifee to said Contractor under the terms of said contract, the undersigned Contractor, hereby certifies and affirms under penalty of perjury that all surplus materials as described in said contract have been disposed of at the following location(s): Existing Traffic Signal Controllers Type of material disposed of Type of material disposed of Delivered Back to the City if Menifee Name of disposal site Name of disposal site Address of disposal site Address of disposal site Asphalt Removals Type of material disposed of Type of material disposed of Maitri Road Recycling Name of disposal site Name of disposal site 24980 Maitri Rd. Corona, CA 92883 Address of disposal site Address of disposal site By signing and submitting this form to the City of Menifee on this day of , 20, I (we) hereby certified and swear under penalty of perjury under the laws of the State of California that the aforementioned information is true and correct without omission, error or misrepresentation. 6/4/21 Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) 3 Alberto Garcia, President/CEOJohn Wong, Vice President - Transportation 6/4/21 6/4/21 DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 112 of 349 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 113 of 349 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 114 of 349 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 115 of 349 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 116 of 349 CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) – HSIPL-5483(003), CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) CONTRACTOR’S AFFIDAVIT OF PAYMENT To All Whom It May Concern: WHEREAS, the undersigned has been contracted by the City of Menifee to furnish labor and materials for Traffic Signal Communications (WEST), CIP No. 16-07, under a contract dated the day of , 20, in the City of Menifee, County of San Diego, State of California, of which City of Menifee is the Owner. NOW, THEREFORE, this day of , 20 the undersigned, as the Contractor for the above-named Contract pursuant to the Conditions of the Contract hereby certifies that, except as listed below, he has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all work, labor, and services performed, and for all known indebtedness and claims against the Contractor for damages arising in any manner in connection with the performance of the Contract referenced above for which the Owner or his property might in anyway be held responsible. EXCEPTIONS: (If none, write "None". If required by the Owner, the Contractor shall furnish bond satisfactory to the Owner for each exception.) Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) GUARANTEE AGREEMENT 5 6/4/216/4/21 Alberto Garcia, President/CEOJohn Wong, Vice President - Transportation DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 117 of 349 CITYWIDE TRAFFIC SIGNAL COMMUNICATION (WEST) – HSIPL-5483(003), CIP NO. 16-07 FEDERAL PROJECT NO. HSIPL-5483(003) We hereby guarantee that Traffic Signal Communication (WEST), CIP No. 16-07, has been installed in accordance with the drawings and specifications and that the work as installed will fulfill the requirements included in the specifications. The undersigned agrees to promptly repair or replace, in a manner satisfactory to the Engineer, any or all of such work, together with any other adjacent work which may be displaced in connection with such repair or replacement, that may prove to be defective in workmanship or material within a period of one (1) year from the date of acceptance of the above referenced project by City of Menifee, ordinary wear and tear and unusual abuse or neglect excepted. The Contractor also agrees to indemnify and hold City of Menifee harmless from claims of any kind arising from damage due to said defects in the work constructed under the Contract. In the event that the undersigned fails to comply with the abovementioned conditions within a reasonable period of time, as determined by City of Menifee, the undersigned hereby authorizes the City of Menifee to proceed with the repair of said defects and the Contractor and his/her surety shall be liable to the City of Menifee for the cost thereof. Firm name Address Signature of Prime Contractor or Sub-Contractor Signature of Prime Contractor or Sub-Contractor Print name and title Print name and title Countersigned (required by Prime Contractor if this Guarantee Agreement is for a Sub-Contractor): Firm name Address Signature of Prime Contractor Signature of Prime Contractor Print name and title Print name and title Contact for Service: Name Address Telephone number and email address 6 (951) 870-0385 ratuna@elecnor.com 14320 Albers Way, Chino, CA 91710 Ralph Antuna, Superintendent Alberto Garcia, President/CEOJohn Wong, Vice President - Transportation 14320 Albers Way, Chino, CA 1710Elecnor Belco Electric, Inc. DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 118 of 349 State of California-Department of Transportation Exhibit-16-Z1 Monthly DBE Trucking Verification Contract No. Month Year Contract No. Truck Owner DBE Cert No. Company Name and Address Truck No. California Highway Patrol CA. No. Commission of Amount Of Amount Paid* Date Paid Lease Arrangement (if applicable) $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE $ Lease Agreement with NON-DBE with DBE Total Amount Paid $ Prime Contractor Business Address Business Phone No. *Upon Request all Lease Agreements Shall be made available, in accordance with the special Provisions I CERTIFY THAT THE ABOVE INFORMATION IS COMPLETE AND CORRECT Contractor Representative Signature Title Date DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 119 of 349 MONTHLY DBE TRUCKING VERIFFICATION The top of Form CEM-2404(F) contains boxes to put in the Contract Number, the Month of the reporting period and the Year of the reporting period. The Form CEM-2404(F) has a column to enter the name of the Truck Owner, the DBE Cert. No. (if DBE certified) and the Name and Address of the trucking company. The Form CEM-2404(F) also requires the Truck No. and the California Highway Patrol CA No. Form CEM-2404(F) is to be submitted prior to the 15th of each month and must show the dollar amount paid to the DBE trucking company(s) for trucking work performed by DBE certified trucks and for any fees or commissions of non-DBE trucks utilized each month on the project. The amount paid to each trucking company is to be entered in the column called “Commission or Amount Paid,” in accordance with the Special Provisions Section 5-1. X. Payment information is derived using the following: 1.) 100% for the trucking services provided by the DBE using trucks it owns, operates and insures. 2.) 100% for the trucking services provided by the trucks leased from other DBE firms. 3.) The fee or commission paid to non-DBEs for the lease of trucks. The Prime does not receive 100% credit for these services because they are not provided by a DBE company. The total dollar figure of this column is to be placed in the box labeled “Total Amount Paid.” The column “Date Paid” requires a date that each trucking company is paid for services rendered. The next column contains information that must be completed if a lease arrangement is applicable. Located at the bottom of the form is a space to put the name of the “Prime Contractor,” their “Business Address” and their “Business Phone No.” At the bottom of the form there is a space for the Contractor or designee “Contractor Representative’s Signature, Title and Date” certifying that the information provided on the form is complete and correct. DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 120 of 349 EXHIBIT 17-F FINAL REPORT-UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) AND FIRST-TIER SUBCONTRACTORS 1. Local Agency Contract Number CIP 16-07 2. Federal-Aid Project Number HSIPL 5483 (003) 3. Local Agency 4. Contract Completion Date 5. Contractor/Consultant 6. Business Address 7. Final Contract Amount 8. Contract Item Number 9. Description of Work, Service, or Materials Supplied 10. Company Name and Business Address 11. DBE Certification Number 12. Contract Payments 13. Date Work Completed 14. Date of Final Payment Non-DBE DBE 15. ORIGINAL DBE COMMITMENT AMOUNT $ 16. TOTAL List all first-tier subcontractors/subconsultants and DBEs regardless of tier whether or not the firms were originally listed for goal credit. If actual DBE utilization (or item of work) was different than that approved at the time of award, provide comments on an additional page. List actual amount paid to each entity. If no subcontractors/subconsultants were used on the contract, indicate on the form. I CERTIFY THAT THE ABOVE INFORMATION IS COMPLETE AND CORRECT 17. Contractor/Consultant Representative’s Signature 18. Contractor/Consultant Representative’s Name 19. Phone 20. Date I CERTIFY THAT THE CONTRACTING RECORDS AND ON-SITE PERFORMANCE OF THE DBE(S) HAS BEEN MONITORED 21. Local Agency Representative’s Signature 22. Local Agency Representative’s Name 23. Phone 24. Date DISTRIBUTION: Original – Local Agency, Copy – Caltrans District Local Assistance Engineer. Include with Final Report of Expenditures ADA NOTICE: For individuals with sensory disabilities, this document is available in alternate formats. For information, call (916) 445-1233, Local Assistance Procedures Manual TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 121 of 349 INSTRUCTIONS – FINAL REPORT-UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) AND FIRST- TIER SUBCONTRACTORS 1. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 2. Federal-Aid Project Number - Enter the Federal-Aid Project Number. 3. Local Agency - Enter the name of the local or regional agency that is funding the contract. 4. Contract Completion Date - Enter the date the contract was completed. 5. Contractor/Consultant - Enter the contractor/consultant’s firm name. 6. Business Address - Enter the contractor/consultant’s business address. 7. Final Contract Amount - Enter the total final amount for the contract. 8. Contract Item Number - Enter contract item for work, services, or materials supplied provided. Not applicable for consultant contracts. 9. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials provided. Indicate all work to be performed by DBEs including work performed by the prime contractor/consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 10. Company Name and Business Address - Enter the name, address, and phone number of all subcontracted contractors/consultants. Also, enter the prime contractor/consultant’s name and phone number, if the prime is a DBE. 11. DBE Certification Number - Enter the DBE’s Certification Identification Number. Leave blank if subcontractor is not a DBE. 12. Contract Payments - Enter the subcontracted dollar amount of the work performed or service provided. Include the prime contractor/consultant if the prime is a DBE. The Non-DBE column is used to enter the dollar value of work performed by firms that are not certified DBE or for work after a DBE becomes decertified. 13. Date Work Completed - Enter the date the subcontractor/subconsultant’s item work was completed. 14. Date of Final Payment - Enter the date when the prime contractor/consultant made the final payment to the subcontractor/subconsultant for the portion of work listed as being completed. 15. Original DBE Commitment Amount - Enter the “Total Claimed DBE Participation Dollars” from Exhibits 15-G or 10-O2 for the contract. 16. Total - Enter the sum of the “Contract Payments” Non-DBE and DBE columns. 17. Contractor/Consultant Representative’s Signature - The person completing the form on behalf of the contractor/consultant’s firm must sign their name. 18. Contractor/Consultant Representative’s Name - Enter the name of the person preparing and signing the form. 19. Phone - Enter the area code and telephone number of the person signing the form. 20. Date - Enter the date the form is signed by the contractor’s preparer. 21. Local Agency Representative’s Signature - A Local Agency Representative must sign their name to certify that the contracting records and on-site performance of the DBE(s) has been monitored. 22. Local Agency Representative’s Name - Enter the name of the Local Agency Representative signing the form. 23. Phone - Enter the area code and telephone number of the person signing the form. 24. Date - Enter the date the form is signed by the Local Agency Representative. DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 122 of 349 Local Assistance Procedures Manual Exhibit 17-O EXHIBIT 17-O DISADVANTAGED BUSINESS ENTERPRISES (DBE) CERTIFICATION STATUS CHANGE 1. Local Agency Contract Number 2. Federal-Aid Project Number 3. Local Agency City of Menifee 4. Contract Completion Date 4. Contractor/Consultant Elecnor Belco Electric Inc. 5. Business Address 14320 Albers Way Chino CA 91710 6. Final Contract Amount $483,877.24 8. Contract Item Number 9. DBE Contact Information 10. DBE Certification Number 11. Amount Paid While Certified 12. Certification/ Decertification Date (Letter Attached) 13. Comments 5 TEK Services 7490 Jurupa Ave. 40540 $109,395.87 6/4/21 No Status Change Riverside, CA 92504 714-336-0536 If there were no changes in the DBE certification of subcontractors/subconsultants, indicate on the form. I CERTIFY THAT THE ABOVE INFORMATION IS COMPLETE AND CORRECT 14. Contractor/Consultant Representative’s Signature 15. Contractor/Consultant Representative’s Name Aaron Cooksey 16. Phone 909-993-5470 17. Date 6/4/21 I CERTIFY THAT THE CONTRACTING RECORDS AND ON-SITE PERFORMANCE OF THE DBE(S) HAS BEEN MONITORED 18. Local Agency Representative’s Signature 19. Local Agency Representative’s Name 20. Phone 21. Date DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 123 of 349 Local Assistance Procedures Manual Exhibit 17-O DISTRIBUTION: Original – Local Agency, Copy – Caltrans District Local Assistance Engineer. Include with Final Report of Expenditures ADA NOTICE: For individuals with sensory disabilities, this document is available in alternate formats. For information, call (916) 445-1233, Local Assistance Procedures Manual TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Disadvantaged Business Enterprises (DBE) Certification Status Change INSTRUCTIONS –DISADVANTAGED BUSINESS ENTERPRISES (DBE) CERTIFICATION STATUS CHANGE 1. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 2. Federal-Aid Project Number - Enter the Federal-Aid Project Number. 3. Local Agency - Enter the name of the local or regional agency that is funding the contract. 4. Contract Completion Date - Enter the date the contract was completed. 5. Contractor/Consultant - Enter the contractor/consultant’s firm name. 6. Business Address - Enter the contractor/consultant’s business address. 7. Final Contract Amount - Enter the total final amount for the contract. 8. Contract Item Number - Enter contract item for work, services, or materials supplied provided. Not applicable for consultant contracts. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted contractors/consultants. 10. DBE Certification Number - Enter the DBE’s Certification Identification Number. 11. Amount Paid While Certified - Enter the actual dollar value of the work performed by those subcontractors/subconsultants during the time period they are certified as a DBE. 12. Certification/Decertification Date (Letter Attached) - Enter either the date of the Decertification Letter sent out by the Office of Business and Economic Opportunity (OBEO) or the date of the Certification Certificate mailed out by OBEO. 13. Comments - If needed, provide any additional information in this section regarding any of the above certification status changes. 14. Contractor/Consultant Representative’s Signature - The person completing the form on behalf of the contractor/consultant’s firm must sign their name. 15. Contractor/Consultant Representative’s Name - Enter the name of the person preparing and signing the form. 16. Phone - Enter the area code and telephone number of the person signing the form. 17. Date - Enter the date the form is signed by the contractor’s preparer. 18. Local Agency Representative’s Signature - A Local Agency Representative must sign their name to certify that the contracting records and on-site performance of the DBE(s) has been monitored. 19. Local Agency Representative’s Name - Enter the name of the Local Agency Representative signing the form. 20. Phone - Enter the area code and telephone number of the person signing the form. 21. Date - Enter the date the form is signed by the Local Agency Representative. Page 2 of 2 July 23, 2015 DocuSign Envelope ID: 7643FB25-0D33-4CE7-9357-881EEA81BBD5 Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 124 of 349 Recording Requested By: CITY OF MENIFEE After Recording Mail To: CITY CLERK CITY OF MENIFEE 29844 HAUN ROAD MENIFEE, CA 92586 Record without fee subject to Govt. Code 6103 NOTICE OF COMPLETION (Public Works – Civil Code Sec. 9204) CITYWIDE TRAFFIC SIGNAL INTERCONNECT (WEST) CIP 16-07 Notice is hereby given that: Work of improvements on the project herein described was accepted as complete on December 16, 2020. The work done: Install installation radios, antennas, controllers, and related communication equipment upgrades to improve safety and operations via optimized traffic signal timing coordination. The project was done in the city right-of-way at various locations throughout the City of Menifee, west of the I-215, County of Riverside, State of California. 1. The full name of the Owner is: CITY OF MENIFEE 2. The full address of the Owner is: 29844 HAUN ROAD MENIFEE, CA. 92586 3. The undersigned is a Corporate Officer of the Owner of the interest stated below in the property herein described: VARIOUS INTERSECTIONS ON THE FOLLOWING STREETS: LA PIEDRA ROAD HAUN ROAD NEWPORT ROAD MURRITEA BOULEVARD GOETZ ROAD NORMANDY ROAD CHERRY HILLS BOULEVARD McCALL BOULEVARD MENIFEE, CA 92586 4. The name of the contractor for such work of construction is: ELECNOR BELCO ELECTRIC, INC 14320 ALBERS WAY CHINO, CA 91710 5. The property on which said work of improvement was completed is within the City of Menifee, County of Riverside, State of California. STATE OF CALIFORNIA) Ss COUNTY OF RIVERSIDE) Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 125 of 349 I, Sarah A. Manwaring, hereby certify that I am the City Clerk of the City of Menifee, a municipal corporation, which is the owner of the properties described within this Notice of Completion, executed on behalf of the City; that I have read the notice and know the contents thereof and that the facts therein stated are true of my own knowledge under penalty of perjury under the laws of the state of California; that I make this verification on _________________, 20___ for and on behalf of the City. _____________________________ Sarah A. Manwaring, City Clerk Item Title:10.4 Notice of Completion for the Traffic Signal Interconnect (West)Project,CIP 16-07 Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 126 of 349 CITY OF MENIFEE SUBJECT: Release of the 10% Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment, LLC. MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Run Chen, Senior Engineer REVIEWED BY: Yolanda Macalalad, Assistant City Engineer APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Approve the release of the 10% Warrantee Surety Rider for Public Improvements; and 2. Approve the Bond release for survey monument placement associated with Tract Map 37102, a 21 single-family residential subdivision located north of Ridgemoor Road and west of Valley Boulevard. DISCUSSION Tract Map 37102, a 5.59 gross acre of land subdivided into 21 residential lots located north of Ridgemore Road and west of Valley Boulevard was approved by the City of Menifee on September 22, 2017. To comply with the project’s conditions of approval, the developer, Ridgemore Investment, LLC., entered into Bond Agreements with the City of Menifee on April 4, 2017 for the construction of public improvements consisting of road, drainage, sewer system and water system and placement of survey monument. The public improvements were accepted by the City on August 19, 2020 and a 90% bond reduction was approved. Ridgemore Investment, LLC. has completed the required 1 year post construction warranty inspection. City staff conducted the inspection of the project and determined all required improvements have been completed to City specifications and standards, and all project conditions have been met. Staff has also verified the necessary survey monuments for the tract have been correctly placed in accordance with City Ordinances and the Subdivision Map Act. Staff is therefore recommending the release of the 10% warranty bond and release of the survey monument bond. Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 127 of 349 City of Menifee Staff Report Bond Release for Tract 37102 September 1, 2021 Page 2 of 2 5 7 8 The requested 10% Warrantee Bond releases for TR37102 improvements are listed as follows: Improvement Security Faithful Performance Labor & Material Streets and Drainage PB02497500487 $ 59,350 N/A Water PB02497500487 $ 5,750 N/A Sewer PB02497500487 $ 3,700 N/A Total $ 68,850 N/A The Requested Bond Release for TR 37102 Placement of Survey Monument is as follows: Improvement Security Faithful Performance Material & Labor Survey Monument PB02497500487-M $ 25,200 N/A Total $ 25,200 N/A STRATEGIC PLAN OBJECTIVE Regular City Business FISCAL IMPACT With regard to the preparation of the recommended bond release, the developer has paid the necessary fees and deposits for city services. ATTACHMENTS 1. Vicinity Map 2. Bond Agreement for Street and Drainage 3. Bond Agreement for Water and Sewer 4. Bond Agreement for placement of survey monuments Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 128 of 349 Item Title: 10.5 Release of the 10% Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment, LLC.Item Page Number: 3Menifee Mayor and City Council September 1, 2021Page 129 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 130 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 131 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 132 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 133 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 134 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 135 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 136 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 137 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 138 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 139 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 140 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 141 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 142 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 143 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 144 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 145 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 146 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 147 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 148 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 149 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:24 Menifee Mayor and City Council September 1,2021 Page 150 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:25 Menifee Mayor and City Council September 1,2021 Page 151 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:26 Menifee Mayor and City Council September 1,2021 Page 152 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:27 Menifee Mayor and City Council September 1,2021 Page 153 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:28 Menifee Mayor and City Council September 1,2021 Page 154 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:29 Menifee Mayor and City Council September 1,2021 Page 155 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:30 Menifee Mayor and City Council September 1,2021 Page 156 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:31 Menifee Mayor and City Council September 1,2021 Page 157 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:32 Menifee Mayor and City Council September 1,2021 Page 158 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:33 Menifee Mayor and City Council September 1,2021 Page 159 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:34 Menifee Mayor and City Council September 1,2021 Page 160 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:35 Menifee Mayor and City Council September 1,2021 Page 161 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:36 Menifee Mayor and City Council September 1,2021 Page 162 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:37 Menifee Mayor and City Council September 1,2021 Page 163 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:38 Menifee Mayor and City Council September 1,2021 Page 164 of 349 Item Title:10.5 Release of the 10%Warrantee Bond and release of the Survey Monument Bond for Tract Map 37102. Ridgemore Investment,LLC. Item Page Number:39 Menifee Mayor and City Council September 1,2021 Page 165 of 349 CITY OF MENIFEE SUBJECT: Bond Reduction for Tract Map 36485-6, Audie Murphy Ranch by Sutter Mitland 01, LLC MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Chet Robinson, Associate Engineer REVIEWED BY: Nick Fidler, Public Works Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Approve a 75% bond reduction for onsite roads, drainage, water, and sewer improvements associated with the development of Tract Map 36485-6, Audie Murphy Ranch by Sutter Mitland 01, LLC, located at the southeast corner of Goetz Road and Audie Murphy Road North. DISCUSSION Tract Map (TM) No. 36485-6 is a subdivision of 21.19 gross acres of land into 86 lots for residential use, located at the southeast corner of Goetz Road and Audie Murphy Road North, as shown in the attached Project Map. To comply with the project’s conditions of approval, the developer, Sutter Mitland 01, LLC., entered into bond agreements with the City of Menifee to guarantee completion of required roads, drainage, water and sewer improvements. Sutter Mitland 01, LLC has requested a 75% reduction in improvement bonds based on the work completed to date. Staff reviewed the request and had determined that the required public improvements have been constructed in accordance with the conditions of approval. Below is a summary of the associated bonds. A.Tract 36485-6: Improvement Bonds Improvement Security Original Faithful Performance 75% Reduction Faithful Performance Original Labor & Materials 75% Reduction Labor & Materials Onsite Road & Drainage TM5224837 $ 2,303,000 $ 575,750 $ 1,151,500 $ 287,875 Water TM5224837 $ 441,500 $ 110,375 $ 220,750 $ 55,187 Sewer TM5224837 $ 391,500 $ 97,875 $ 195,750 $ 48,937 Total $ 3,136,000 $ 784,000 $ 1,568,000 $ 391,999 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 166 of 349 City of Menifee Staff Report Bond Reduction for Tract Map 36485-6 September 1, 2021 Page 2 of 2 6 5 7 STRATEGIC PLAN OBJECTIVE Regular City Business FISCAL IMPACT There is no fiscal impact associated with the recommended action. ATTACHMENTS 1. Project Map with Vicinity Map 2. TM 36485-6 Bond Agreements & Bonds Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 167 of 349 STREET NAME EXHIBITItem Title: 10.6 Bond Reduction for Tract Map 36485-6, Audie Murphy Ranch by Sutter Mitland 01, LLCItem Page Number: 3Menifee Mayor and City Council September 1, 2021Page 168 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 169 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 170 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 171 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 172 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 173 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 174 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 175 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 176 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 177 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 178 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 179 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 180 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 181 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 182 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 183 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 184 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 185 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 186 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 187 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 188 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:24 Menifee Mayor and City Council September 1,2021 Page 189 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:25 Menifee Mayor and City Council September 1,2021 Page 190 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:26 Menifee Mayor and City Council September 1,2021 Page 191 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:27 Menifee Mayor and City Council September 1,2021 Page 192 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:28 Menifee Mayor and City Council September 1,2021 Page 193 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:29 Menifee Mayor and City Council September 1,2021 Page 194 of 349 Item Title:10.6 Bond Reduction for Tract Map 36485-6,Audie Murphy Ranch by Sutter Mitland 01,LLC Item Page Number:30 Menifee Mayor and City Council September 1,2021 Page 195 of 349 CITY OF MENIFEE SUBJECT: Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc. MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Yolanda Macalalad, Assistant City Engineer REVIEWED BY: Nick Fidler, Public Works Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Annex territory, including Tentative Tract Map (TTM) 37400, located at the southwest corner of Barnett Road and McLaughlin Road, west of I-215, into City of Menifee Community Facilities District No. 2017-1 (Maintenance Services) ("CFD No. 2017-1" or "CFD") by taking the following actions: a. Adopt the Resolution calling the election, and b. Hold a special landowner election and canvass the election, and c. Adopt the Resolution declaring results of special landowner election; and 2. Introduce an Ordinance, amending Ordinance No. 2017-231 and levying and apportioning the special tax in CFD No. 2017-1 (as it now exists and will exist in the future). DISCUSSION On July 21, 2021, the City Council adopted Resolution No. 21-1054, declaring its intent to annex territory into Community Facilities District (CFD) No. 2017-1 and commence the annexation proceedings for the territory to be annexed, also known as Annexation No. 9. The next step in the annexation proceedings would be to hold a public hearing to conduct an election for the landowners and to declare the results of that election. The area within Annexation No. 9 is included in Tentative Tract Map (TTM) 37400, approximately 47.07 gross acres of vacant property, proposed for a 174 residential lot subdivision by D.R. Horton Los Angeles Holding Company, Inc. (Owner). The property is located at the southwest corner of Barnett Road and McLaughlin Road, west of the I-215, as shown in the attached Project Map. The proposed maintenance services would include items such as landscaping, lighting, street maintenance, street sweeping, drainage, park maintenance, and graffiti abatement. Per the Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 196 of 349 City of Menifee Staff Report CFD 2017-1, Annexation No. 9 Election September 1, 2021 Page 2 of 3 6 5 5 request of the Owner, the City would establish a rate and method of apportionment, and authorize the levy of special taxes on the taxable property within Annexation Area No. 9 to pay for those services. Annexation Area No. 9 would have a maximum annual tax of $703 per residential unit and would be included in CFD No. 2017-1 as “Tax Zone 9.” The maximum annual tax rate is proposed to escalate each year at the greater of Consumer Price Index (CPI) or 2%. There would be no maintenance services proposed to be funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2017-1 Annexation No. 9. The Owner has agreed to initiate and conduct the CFD annexation proceedings pursuant to the Mello-Roos Act of 1982. The Owner submitted a "Consent and Waiver" form, on file in the City Clerk's Office, to hold the election and declare election results; consent to the shortening of election time requirements; waive analysis and arguments; and waive all notice requirements relating to the conduct of the election immediately following the public hearing. Pursuant to the Streets and Highways Code, a boundary map entitled "Annexation Map No. 9, Community Facilities District No. 2017-1 (Maintenance Services)" was recorded, on July 28, 2021, in Book 87 of Maps of Assessment and Community Facilities Districts at Page 33, in the office of the Riverside County Recorder. Annexing the parcel into CFD No. 2017-1 will cover the costs of maintenance of certain public improvements associated with the development as described herein. STRATEGIC PLAN OBJECTIVE Safe and Attractive Community FISCAL IMPACT The individual property owners in the CFD will be responsible for annual payments of special taxes. It is anticipated that at build out, the total Special Tax revenues to pay for maintenance costs will be approximately $122,322. On June 1 of each year, every taxable unit for which a building permit has been issued within the boundaries of the CFD, will be subject to the special tax for the ensuing Fiscal Year. If the anticipated costs of maintaining the facilities in any given Fiscal Year, prior to buildout of the project exceeds the special tax revenues available from parcels for which building permits have been issued, then the special tax may also be levied on undeveloped lots within the recorded final subdivision map, as well as other undeveloped property within the boundaries of the CFD. All costs associated with the annexation into the CFD have been borne by the Developer. By annexing into the CFD, the costs of maintaining improvements located within the development will be financed through special taxes levied on the parcels within CFD No. 2017-1 and not through the City’s General Fund. Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 197 of 349 City of Menifee Staff Report CFD 2017-1, Annexation No. 9 Election September 1, 2021 Page 3 of 3 6 5 5 ATTACHMENTS 1. Project Map 2. Resolution Calling the Election 3. Resolution Declaring Election Results 4. Certificate Election Results- CFD 2017-1 Annex 9 5. Ordinance 6. Signed Petition, Waiver and Consent for Annexation Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 198 of 349 ATTACHMENT #1 PROJECT LOCATION MAP CFD NO. 2017-1 (MAINTENANCE SERVICES) - ANNEXATION NO. 9 Item Title: 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc.Item Page Number: 4Menifee Mayor and City Council September 1, 2021Page 199 of 349 RESOLUTION NO. 21-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE CALLING AN ELECTION TO SUBMIT TO THE QUALIFIED ELECTORS THE QUESTION OF LEVYING A SPECIAL TAX WITHIN THE AREA PROPOSED TO BE ANNEXED TO COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) (ANNEXATION NO. 9) WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), on December 6, 2017, the City Council (the “City Council”) of the City of Menifee (the “City”) approved Resolution No. 17-658 establishing Community Facilities District No. 2017-1 (Maintenance Services) of the City of Menifee, County of Riverside, State of California (the “CFD No. 2017-1”) for the purpose of levying special taxes on parcels of taxable property therein for the purpose of providing certain services (the “Services”) which are necessary to meet increased demands placed upon the City as a result of the development of said real property; and WHEREAS, the City Council called a special election for December 6, 2017, at which the questions of levying a special tax and establishing an appropriations limit with respect to the CFD No. 2017-1 were submitted to the qualified electors within the CFD No. 2017-1; and WHEREAS, at a special election held on December 6, 2017, more than two-thirds (⅔) of all votes cast were cast in favor of the levy of a special tax and the establishment of an appropriations limit, as determined by the City Council in Resolution No. 17-658, which was duly adopted on December 6, 2017; and WHEREAS, the City Council is authorized by Article 3.5 (commencing with Section 53339) of Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code as amended to annex territory into an existing community facilities district by complying with the procedures set forth in said Article 3.5; and WHEREAS, the City Council on July 21, 2021 duly adopted Resolution No. 21-1054 (the “Resolution of Intention”) declaring its intention to annex certain territory to the CFD No. 2017-1 and to levy a special tax within that territory to pay for certain services and setting a time and place for the public hearing on the proposed annexation for September 1, 2021; and WHEREAS, the territory is identified in a map entitled “Annexation Map No. 9, Community Facilities District No. 2017-1 (Maintenance Services)” a copy of which was recorded, on July 28, 2021, in Book 87 of Maps of Assessment and Community Facilities Districts at Page 33, in the office of the Riverside County Recorder; and WHEREAS, pursuant to the Act and the Resolution of Intention, a noticed public hearing was convened by the City Council on September 1, 2021, not earlier than the hour of 6:00 p.m. at the City Hall located at 29844 Haun Road, Menifee, California 92586, at which hearing all interested persons were given the opportunity to appear and be heard on the proposed annexation of said territory to the CFD No. 2017-1 and the levy of special taxes within said territory proposed to be annexed. If and to the extent participation in the September 1, 2021 meeting must occur by teleconference, videoconference, or other electronic means authorized by the Ralph M. Brown Act or an Executive Order of the Governor of California, the means and methods for participating the meeting shall be posted on the Agenda for said meeting, which shall be posted at least 72 hours prior to the meeting on the City of Menifee (www.cityofmenifee.us), and outside Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 200 of 349 2 4 3 7 4 9 of City Hall at 29844 Haun Road, Menifee, California 92586. A copy of the Agenda will be made available upon request to the Menifee City Clerk's office at 951-723-3708; and WHEREAS, written protests have not been filed by fifty percent (50%) or more of the registered voters residing within the CFD No. 2017-1, or by fifty percent (50%) or more of the registered voters residing within the territory proposed to be annexed, or by the owners of one- half (½) or more of the area within the CFD No. 2017-1, or by the owners of one-half (½) or more of the territory proposed to be annexed; and WHEREAS, the City Council has determined that there are fewer than twelve (12) registered voters residing in the territory proposed to be annexed to the CFD No. 2017-1 and that the qualified electors in such territory are the landowners; and WHEREAS, on the basis of all of the foregoing, the City Council has determined at this time to call an election to authorize the annexation of territory to the CFD No. 2017-1 and the levying of a special tax as described in Exhibit A attached hereto; and WHEREAS, the City Council has received a written instrument from each landowner in the territory proposed to be annexed to the CFD No. 2017-1 consenting to the shortening of election time requirements, waiving analysis and arguments, and waiving all notice requirements relating to the conduct of the election; and WHEREAS, the City Clerk has concurred with the election date set forth herein. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MENIFEE, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) OF THE CITY OF MENIFEE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The foregoing recitals are true and correct. Section 2.Conformation of Finding in Resolution of Intention. The City Council reconfirms all of its findings and determinations as set forth in the Resolution of Intention. Section 3.Findings Regarding Protests. The City Council finds and determines that written protests to the proposed annexation of territory to the CFD No. 2017-1 and the levy of the special tax within such territory are insufficient in number and in amount under the Act, and the City Council hereby further orders and determines that all such protests are hereby overruled. Section 4.Findings Regarding Prior Proceedings. The City Council finds and determines that all prior proceedings had and taken by the City Council with respect to the annexation of territory to the CFD No. 2017-1 are valid and in conformity with the requirements of the Act. Section 5. Levy of Special Tax. As stated in the Resolution of Intention, except where funds are otherwise available, subject to the approval of the qualified electors of territory proposed to be annexed to the CFD No. 2017-1, a special tax sufficient to pay the costs of the Services (including incidental expenses as described in the Resolution of Intention), secured by recordation of a continuing lien against all nonexempt real property in the CFD No. 2017-1, will be levied annually in the CFD No. 2017-1. The rate and method of apportionment, and manner of collection of the special tax are specified in Exhibit A hereto. Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 201 of 349 3 4 3 7 4 9 Section 6. Apportionment of Tax. The special tax as apportioned to each parcel is based on the cost of making the Services available to each parcel, or other reasonable basis, and is not based on or upon the ownership of real property. Section 7.Tax Roll Preparation. The office of the Public Works Director, 29844 Haun Road, Menifee, California 92586, is hereby designated as the office that will be responsible for annually preparing a current roll of special tax levy obligations by assessor’s parcel number and that will be responsible for estimating future special tax levies pursuant to Government Code section 53340.2. The Public Works Director may cause these functions to be performed by his or her deputies, assistants, or other designated agents. Section 8. Accountability Measures. Pursuant to Government Code section 50075.1, the City shall create a separate account into which special tax proceeds will be deposited; and the Public Works Director annually shall prepare and file a report with the City Council that will state (a) the amount of funds collected and expended and (b) the status of the Services financed in the CFD No. 2017-1. Section 9. Special Election; Voting Procedures. The City Council hereby submits the question of levying the special tax within the territory proposed to be annexed to the qualified electors of the territory proposed to be annexed, in accordance with and pursuant to the Act. The special election shall be held on September 1, 2021, and shall be conducted as follows: (a) Qualified Electors. The City Council hereby determines that the Services are necessary to meet increased demands placed upon the City as a result of development occurring within the boundaries of the territory proposed to be annexed to the CFD No. 2017-1. Because fewer than twelve registered voters reside within the territory proposed to be annexed to the CFD No. 2017-1 on _______, 2021 (a date within the 90 days preceding the close of the public hearing on the territory proposed to be annexed to the CFD No. 2017-1), the qualified electors shall be the landowners within the territory proposed to be annexed to the CFD No. 2017-1, and each landowner who was the owner of record at the close of the hearing shall have one vote for each acre or portion of an acre of land that such landowner owns within the territory proposed to be annexed to the CFD No. 2017-1. (b) Consolidation of Elections; Combination of Propositions on Ballot. The election on the question of levying the special tax and establishing an appropriations limit for the CFD No. 2017-1 shall be consolidated, and the two propositions shall be combined into a single ballot proposition for submission to the voters, as authorized by Government Code Section 53353.5. (c) Mail Ballot Election. Pursuant to Government Code section 53327.5, the election shall be conducted as a mail ballot election. The City Council hereby ratifies the City Clerk’s delivery of a ballot to each landowner within the territory proposed to be annexed to the CFD No. 2017-1. The City Council hereby ratifies the form of the ballot, which is attached hereto as Exhibit B. (d) Return of Ballots. The City Clerk shall accept the ballots of the landowners up to 6:00 p.m. on September 1, 2021. The City Clerk shall have available ballots that may be marked at the City Clerk’s office on the election day by voters. Once all qualified electors have voted, the City Clerk may close the election. (e) Canvass of Election. The City Clerk shall commence the canvass of the returns of the special election as soon as the election is closed (on September 1, 2021, or when Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 202 of 349 4 4 3 7 4 9 all qualified electors have voted) at the City Clerk’s office. At the conclusion of the canvass, the City Clerk shall declare the results of the election. (f) Declaration of Results. The City Council shall declare the results of the special election following the completion of the canvass of the returns and shall cause to be inserted into its minutes a statement of the results of the special election as ascertained by the canvass of the returns. Section 10.General Authorization with Respect to the Election. The officers, employees, and agents of the City are hereby authorized and directed to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof. All actions heretofore taken by the officers, employees, and agents of the City that are in conformity with the purposes and intent of this Resolution are hereby ratified, confirmed, and approved in all respects. Section 11. Filing of Resolution and Map with City Clerk. The City Council hereby directs the City Clerk to file a copy of this Resolution and the annexation map of the boundaries of the CFD No. 2017-1 in his/her office. Section 12. Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Menifee at a regular meeting held on this 1st day of September, 2021. ATTEST: APPROVED: Sarah A. Manwaring, City Clerk Bill Zimmerman, Mayor APPROVED AS TO FORM: Jeffrey T. Melching, City Attorney Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 203 of 349 1 RESOLUTION NO. 21-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE DECLARING ELECTION RESULTS OF THE SPECIAL ELECTION HELD ON SEPTEMBER 1, 2021 AND ORDERING THE ANNEXATION OF TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) (ANNEXATION NO. 9) WHEREAS, the City Council (the “City Council”) of the City of Menifee (the “City”) has heretofore conducted proceedings, pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), for the area proposed to be annexed to Community Facilities District No. 2017- 1 (Maintenance Services) of the City of Menifee, County of Riverside, State of California (the “CFD No. 2017-1”), including conducting a public hearing pursuant to the Act; and WHEREAS, at the conclusion of said public hearing, the City Council adopted a resolution calling a special election for September 1, 2021, and submitting to the qualified electors of the territory proposed to be annexed to the CFD No. 2017-1 the question of levying special taxes on parcels of taxable property therein for the purpose of providing certain services which are necessary to meet increased demands placed upon the City as a result of the development of said real property, as provided in the form of the special election ballot attached thereto as Exhibit B; and WHEREAS, the special election was held on September 1, 2021, and the City Clerk (or, in the absence of the City Clerk, the Acting City Clerk – in either case, the “Clerk”) has duly canvassed the returns of the special election and has filed with the City Council a Certificate of Election Results, dated September 1, 2021, executed by the Clerk, certifying that a completed ballot has been returned to the Clerk for each landowner-voter(s) eligible to cast a ballot in said special election, with all votes cast as “Yes” votes in favor of the ballot measure, and further certifying on said basis that the special mailed-ballot election was closed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MENIFEE: Section 1.Recitals. The City Council finds and determines that the foregoing recitals are true and correct. Section 2.Approval of Canvass. The City Council has received, reviewed, and hereby accepts the Clerk’s Certificate of Election Results, a copy of which is attached hereto as Exhibit A, and hereby ratifies, confirms, and approves said Certificate of Election Results. Section 3.Ballot Measure. The City Council hereby finds, determines, and declares that more than two-thirds (⅔) of all the votes cast at the special election on the ballot measure were in favor of the ballot measure, the ballot measure passed, and the ballot measure was approved by the qualified electors in accordance with the Act. Section 4.Validity of Procedures. The City Council hereby finds and determines that all prior proceedings and actions taken by the City Council pursuant to the Act were and are valid and in conformity with the Act. Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 204 of 349 2 4 3 7 5 0 Section 5.Annexation. The City Council hereby finds, determines, and declares that pursuant to Government Code section 53339.8, the territory proposed to be annexed is added to and part of the CFD No. 2017-1 with full legal effect, and the City Council is also authorized, pursuant to said Section 53339.8, to annually levy special taxes within the annexed territory to pay the costs of the services to be provided by the CFD No. 2017-1 as specified in Resolution No. 21-1054 adopted by the City Council on July 21, 2021. The boundaries of the annexed territory are shown on the map entitled, “Annexation Map No. 9 Community Facilities District No. 2017-1 (Maintenance Services)” a copy of which was recorded, on July 28, 2021, in Book 87 of Maps of Assessment and Community Facilities Districts at Page 33, in the office of the Riverside County Recorder. Section 6.Notice of Special Tax Lien. Pursuant to Government Code section 53339.8 and Streets and Highways Code sections 3114.5 and 3117.5, within fifteen (15) days of the adoption of this Resolution, the City Clerk shall cause to be filed with the County Recorder of the County of Riverside an amendment to the notice of special tax lien and a map of the amended boundaries of the CFD No. 2017-1 including the annexed territory. Section 7.Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Menifee at a regular meeting held on this 1st day of September 2021. ATTEST: APPROVED: Sarah A. Manwaring, City Clerk Bill Zimmerman, Mayor APPROVED AS TO FORM: Jeffrey T. Melching, City Attorney Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 205 of 349 EXHBIT A CITY OF MENIFEE COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) ANNEXATION NO. 9 CERTIFICATE OF ELECTION RESULTS I, the undersigned, being the City Clerk or the Acting City Clerk, as the case may be, hereby certify: In connection with the special mailed-ballot election called by the City Council (the “City Council”) of the City of Menifee (the “City”) on this same date in the proceedings of the City Council for the above-entitled community facilities district, I personally received (a) signed and dated waiver and consent forms and (b) signed, dated and marked election ballots on behalf of the property owners, the entities named as the sole landowners of the lands within the boundary of the above-entitled community facilities district in the Certificate Regarding Registered Voters and Landowners, dated _____, 2021 and on file in the office of the City Clerk of the City in connection with the City Council actions on that date. Copies of the completed waiver and consent form and the completed ballot received by me and on file in my office are attached hereto. Following such receipt, I have personally, and in the presence of all persons present, reviewed the ballot to confirm that it is properly marked and signed, and I hereby certify the result of that count to be that the ballot was cast in favor of the measure. Based upon the foregoing, all votes that were cast having been cast “Yes”, in favor of the ballot measure, the measure has therefore passed. Qualified Landowner Votes Votes Cast YES NO 48 48 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on September 1, 2021. Sarah Manwaring City Clerk City of Menifee By: (Attach completed copies of Waiver/Consent and Ballot) Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 206 of 349 1 4 3 7 4 8 ORDINANCE NO. 2021-___ AN ORDINANCE AMENDING ORDINANCE NO. 2017-231 AND LEVYING SPECIAL TAXES TO BE COLLECTED DURING FISCAL YEAR 2021-22 TO PAY THE ANNUAL COSTS OF THE MAINTENANCE AND SERVICING OF STREET LIGHTS, PARKS, PARKWAYS, STREETS, ROADS, AND OPEN SPACE, THE OPERATION AND MAINTENANCE OF STORM DRAINAGE SYSTEMS, A RESERVE FUND FOR CAPITAL REPLACEMENT, AND ADMINISTRATIVE EXPENSES WITH RESPECT TO CITY OF MENIFEE COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) (ANNEXATION NO. 9) WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), on December 6, 2017, the City Council (the “City Council”) of the City of Menifee (the “City”) adopted Resolution No. 17- 658 establishing Community Facilities District No. 2017-1 (Maintenance Services) of the City of Menifee, County of Riverside, State of California (the "CFD No. 2017-1") for the purpose of levying special taxes on parcels of taxable property therein for the purpose of providing certain services (the “Services”), which are necessary to meet increased demands placed upon the City and are described in Exhibit A attached hereto; and WHEREAS, on December 20, 2017, the City Council adopted Ordinance No. 2017-231 entitled, “An Ordinance Levying Special Taxes to be Collected During Fiscal Year 2018-19 to Pay the Annual Costs of the Maintenance and Servicing of Street Lights, Parks, Parkways, Streets, Roads, and Open Space, the Operation and Maintenance of Storm Drainage Systems, a Reserve Fund for Capital Replacement, and Administrative Expenses with Respect to City of Menifee Community Facilities District No. 2017-1 (Maintenance Services)” (“Ordinance No. 2017-231”), pursuant to which the City Council levied special taxes with the CFD No. 2017-1; and WHEREAS, on July 21, 2021, the City Council adopted Resolution No. 21-1054 entitled “A Resolution of the City Council of the City of Menifee Declaring Its Intention to Annex Territory to Community Facilities District No. 2017-1 (Maintenance Services) of the City of Menifee, Adopting a Map of the Area to be Proposed to be Annexed (Annexation No. 9) and Authorizing the Levy of a Special Taxes Therein” (the “Resolution of Intention”) declaring its intention to annex certain territory to the CFD No. 2017-1 and to levy special taxes within that territory to provide the Services as described in the Resolution of Intention and setting a special public hearing on the proposed annexation for September 1, 2021; and WHEREAS, notice was published as required by the Act relative to the intention of the City Council to annex certain territory to the CFD No. 2017-1, to levy special taxes therein to provide the Services, and to set the time and place of said public hearing; and WHEREAS, on September 1, 2021, at the time and place specified in said published notice, the City Council opened and held a public hearing as required by the Act relative to the annexation of territory in to the CFD No. 2017-1, the levy of the special taxes therein, and the provision of Services by the CFD No. 2017-1; and WHEREAS, at said public hearing all persons desiring to be heard on all matters pertaining to the annexation of territory to the CFD No. 2017-1, the levy of the special taxes therein, and the provision of Services therein were heard, and a full and fair hearing was held; and WHEREAS, subsequent to said public hearing, the City Council adopted Resolution No. 21-___ entitled “A Resolution of the City Council of the City of Menifee Calling an Election to Submit to the Qualified Electors the Question of Levying a Special Tax Within the Area Proposed to be Annexed to Community Facilities District No. 2017-1 (Maintenance Services) (Annexation No. 9)” (the “Resolution Calling the Election”) on September 1, 2021, wherein the City Council submitted the question of levying a special tax Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 207 of 349 2 4 3 7 4 8 in territory proposed to be annexed to the CFD No. 2017-1 at the rate and according to the method of apportionment described therein; and WHEREAS, at said special election on September 1, 2021, the qualified electors of the territory proposed to be annexed to the CFD No. 2017-1 approved said propositions as described in the Resolution Calling the Special Election by more than the two-thirds vote required by the Act; and WHEREAS, subsequent to said special election, the City Council adopted Resolution No. 21-___ entitled “A Resolution of the City Council of the City of Menifee Declaring the Results of the Special Election Held on September 1, 2021, and Ordering the Annexation of Territory to Community Facilities District No. 2017-1 (Maintenance Services) (Annexation No. 9)” wherein the City Council determined that the territory proposed to be annexed was added to the CFD No. 2017-1 (such territory being referred to herein as “Annexation No. 9”). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) OF THE CITY OF MENIFEE, DOES ORDAIN AS FOLLOWS: Section 1.Recitals. The foregoing recitals are true and correct. Section 2.Amendment to Exhibit B of Ordinance No. 2017-231. Exhibit B of Ordinance No. 2017- 231 is hereby amended by deleting it in its entirety and replacing it with Revised Exhibit B attached hereto. Section 3.Amendment to Section 2 of Ordinance No. 2017-231. Section 2 of Ordinance No. 2017- 231 is hereby amended by deleting it in its entirety and replacing it with the following: Section 2.Levy of Special Taxes. Special taxes shall be and are hereby levied for the Fiscal Year 2021-22, and each Fiscal Year thereafter, on all parcels of real property within the Community Facilities District which are subject to taxation, which are identified in Revised Exhibit B attached hereto, and in the amount set forth for each such parcel in said Revised Exhibit B. Pursuant to said Section 53340, such special taxes shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem taxes. Section 4.Future Annexations. The annexation of additional territory into the CFD No. 2017-1 was contemplated as part of the adoption of Resolution No. 17-654. The boundaries of the territory within which any property may annex to the CFD No. 2017-1 are more particularly described and shown on that certain map entitled “Boundaries – Potential Annexation Area Community Facilities District No. 2017-1 (Maintenance Services) of the City of Menifee, County of Riverside, State of California,” as recorded on November 7, 2017 in Book 81 of Maps of Assessment and Community Facilities District, at Page 70, and as Document No. 2017-0465707 in the official records of the County of Riverside. Following a public hearing and the adoption of resolutions required by the Act for any additional annexations of property within said potential annexation area, Revised Exhibit B of Ordinance No. 2017-231 shall be further amended to include any additional territory annexed to the CFD No. 2017-1. The City Council hereby authorizes and directs the officers, employees, and agents of the City to take all actions and do all things which they, or any of them, may deem necessary or desirable to accomplish the purposes of this Section 4 of this Ordinance to further amend Revised Exhibit B of Ordinance No. 2017-231. Section 5.Severability. If for any reason any portion of this Ordinance is found to be invalid, or if the special taxes found inapplicable to any particular parcel within the CFD No. 2017-1, by a court of competent jurisdiction, the balance of this Ordinance and the application of the special tax to the remaining parcels within the CFD No. 2017-1 shall not be affected. Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 208 of 349 3 4 3 7 4 8 Section 6.Authorization to Publish Ordinance. The Mayor shall sign this Ordinance and the City Clerk shall attest thereto and shall, within fifteen (15) days of its adoption, cause it or a summary of it to be published at least once in a newspaper of general circulation published and circulated in the City and the CFD No. 2017-1. Section 7. Effective Date. This Ordinance shall take effect and shall be in force thirty (30) days after the date of its adoption, at which time Revised Exhibit B will replace Exhibit B of Ordinance No. 2017-231 and Section 2 of Ordinance No. 2017-231 will be amended as described herein. PASSED AND ADOPTED by the City Council of the City of Menifee at a regular meeting held on _____ day of ___________ 2021 by the following vote: ATTEST: APPROVED: Sarah A. Manwaring, City Clerk Bill Zimmerman, Mayor APPROVED AS TO FORM: Jeffrey T. Melching, City Attorney Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 209 of 349 EXHIBIT A DESCRIPTION OF SERVICES The services which may be funded with proceeds of the special tax of CFD No. 2017-1, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (and may include reserves for replacement) in public street right-of- ways, public landscaping, public open spaces and other similar landscaped areas officially dedicated for public use. These services include the following: (a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and (b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities. Maintenance services may include, but are not limited to, the repair, removal or replacement of all or part of any of the water quality improvements; fossil fuel filters within the public right-of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff or appurtenant facilities; clearing of inlets and outlets; erosion repairs; and cleanup to improvements, and other items necessary for the maintenance, servicing, or both of the water quality basin improvements within flood control channel improvements; and (c) public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2017-1; as well as local roads within residential subdivisions located within CFD No. 2017- 1; and any portions adjacent to the properties within CFD No. 2017-1. In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses,” as said term is defined in Exhibit B to this Resolution of Intention. The above services shall be limited to those provided within the boundaries of CFD No. 2017-1 or for the benefit of the properties within the boundaries of CFD No. 2017-1, as the boundary is expanded from time to time by anticipated annexations, and said services may be financed by proceeds of the special tax of CFD No. 2017-1 only to the extent that they are in addition to those provided in the territory of CFD No. 2017-1 before CFD No. 2017-1 was created. Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 210 of 349 REVISED EXHIBIT B COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) SPECIAL TAX FISCAL YEAR 2021-22 (Effective as of January 20, 2021) ASSESSOR'S PARCEL NUMBERS Annexation Owner Assessor's Parcel Numbers Stark Menifee Land, LLC Stark Menifee Land, LLC & Menifee Multifamily, LLC Original Formation Several See Next Page 1 MLC Holdings 360-210-001 2 Woodside O5S See Next Page 3 To Be Determined 4 Lennar Homes of California, Inc.See Next Page 5 Forester Real Estate Group Inc.372-040-043, -044 6 To Be Determined 7 To Be Determined 8 Pulte Home Company, LLC and Diamond Brother Five Partnership, LP 340-050-034 and 340-050-032 9 D.R.Horton Los Angeles Holding Company, Inc.See Next Page Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 211 of 349 REVISED EXHIBIT B (cont.) COMMUNITY FACILITIES DISTRICT NO. 2017-1 (MAINTENANCE SERVICES) ORIGINAL FORMATION ASSESSOR'S PARCEL NUMBERS APN APN APN APN APN 360850024 360861031 360862008 360862050 360870030 360850029 360861032 360862009 360862051 360870031 360850030 360861033 360862010 360862052 360870032 360850031 360861034 360862011 360862053 360870033 360850032 360861035 360862012 360862054 360870034 360860001 360861036 360862013 360862055 360870035 360860017 360861038 360862014 360862056 360870036 360860026 360861039 360862016 360862057 360870037 360860027 360861040 360862017 360862058 360870038 360860028 360861041 360862018 360862059 360870039 360860041 360861042 360862019 360870001 360870040 360861001 360861043 360862020 360870002 360870041 360861002 360861044 360862021 360870003 360870042 360861003 360861045 360862022 360870004 360870043 360861004 360861046 360862023 360870005 360870044 360861005 360861047 360862024 360870006 360870045 360861006 360861048 360862025 360870007 360870046 360861007 360861049 360862026 360870008 360870047 360861008 360861050 360862027 360870009 360870048 360861009 360861051 360862028 360870010 360870049 360861010 360861053 360862029 360870011 360870050 360861012 360861054 360862031 360870012 360870051 360861013 360861055 360862032 360870013 360870052 360861014 360861056 360862033 360870014 360870053 360861015 360861057 360862034 360870015 360870054 360861016 360861058 360862035 360870016 360870055 360861017 360861059 360862036 360870017 360870056 360861018 360861060 360862037 360870018 360870057 360861019 360861061 360862038 360870019 360870058 360861020 360861062 360862039 360870020 360870059 360861021 360861063 360862040 360870021 360870060 360861022 360861064 360862041 360870022 360870061 360861023 360862001 360862042 360870023 360870062 360861025 360862002 360862043 360870024 360870063 360861026 360862003 360862044 360870025 360870064 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 212 of 349 APN APN APN APN APN 360861027 360862004 360862046 360870026 360870065 360861028 360862005 360862047 360870027 360870066 360861029 360862006 360862048 360870028 360880001 360861030 360862007 360862049 360870029 360880002 360880003 360880042 360971003 360972002 360980014 360880004 360880043 360971004 360972003 360980015 360880005 360880044 360971005 360972004 360980016 360880006 360880045 360971006 360972005 360980017 360880007 360880046 360971007 360972006 360980018 360880008 360880047 360971008 360973001 360980019 360880009 360880048 360971009 360973002 360980020 360880010 360880049 360971010 360973003 360980021 360880011 360880050 360971011 360973004 360980022 360880012 360880051 360971012 360973005 360980023 360880013 360880052 360971013 360973006 360980024 360880014 360880053 360971014 360973007 360980025 360880015 360880054 360971015 360973008 360980026 360880016 360880055 360971016 360973009 360980027 360880017 360880056 360971017 360973010 360980028 360880018 360880057 360971018 360973011 360980029 360880019 360880058 360971019 360973012 360980030 360880020 360880059 360971020 360974001 360980031 360880021 360970001 360971021 360974002 360980032 360880022 360970002 360971022 360974003 360980033 360880023 360970003 360971023 360974004 360980034 360880024 360970004 360971024 360974005 360980035 360880025 360970005 360971025 360974006 360980036 360880026 360970006 360971026 360974007 360980037 360880027 360970007 360971027 360974008 360980038 360880028 360970008 360971028 360974009 360981001 360880029 360970009 360971029 360980001 360981002 360880030 360970010 360971030 360980002 360981003 360880031 360970011 360971031 360980003 360981004 360880032 360970012 360971032 360980004 360982001 360880033 360970013 360971033 360980005 360982002 360880034 360970014 360971034 360980006 360982003 360880035 360970015 360971035 360980007 360982004 360880036 360970016 360971036 360980008 360982005 360880037 360970017 360971037 360980009 360982006 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 213 of 349 APN APN APN APN APN 360880038 360970018 360971038 360980010 360982007 360880039 360970019 360971039 360980011 360982008 360880040 360971001 360971040 360980012 360982009 360880041 360971002 360972001 360980013 360982010 360982011 364411001 364420019 364422018 364430013 360982012 364411002 364420020 364422019 364430014 360983001 364411003 364420021 364422020 364430015 360983002 364411004 364420022 364422021 364430016 360983003 364411005 364420023 364422022 364431001 360983004 364411006 364420024 364423001 364431002 360983005 364411007 364421001 364423002 364431003 360983006 364411008 364421002 364423003 364431004 360983007 364411009 364421003 364423004 364431005 360983008 364411010 364421004 364423005 364431006 360983009 364411011 364421005 364423006 364431007 360983010 364411012 364421006 364423007 364431008 360983011 364411013 364421007 364423008 364431009 360983012 364411014 364421008 364423009 364431010 364410001 364411015 364421009 364423010 364431011 364410002 364411016 364421010 364423011 364431012 364410003 364411017 364421011 364424001 364431013 364410004 364411018 364422001 364424002 364431014 364410005 364420003 364422002 364424003 364431015 364410006 364420004 364422003 364424004 364431016 364410007 364420005 364422004 364424005 364431017 364410008 364420006 364422005 364424006 364432001 364410009 364420007 364422006 364430001 364432002 364410010 364420008 364422007 364430002 364432003 364410011 364420009 364422008 364430003 364432004 364410012 364420010 364422009 364430004 364432005 364410013 364420011 364422010 364430005 364432006 364410014 364420012 364422011 364430006 364432007 364410015 364420013 364422012 364430007 364432008 364410016 364420014 364422013 364430008 364433001 364410017 364420015 364422014 364430009 364433002 364410018 364420016 364422015 364430010 364433003 364410019 364420017 364422016 364430011 364433004 364410020 364420018 364422017 364430012 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 214 of 349 ANNEXATION NO. 2 ASSESSOR'S PARCEL NUMBERS Assessor's Parcel Numbers 339020039 339362020 339362021 339362022 339362023 339362024 339362025 339362026 339362027 339500001 339500002 339500003 339500004 339500005 339500006 339500007 339500008 339500009 339500010 339500011 339500012 339500013 339500014 339500015 339500016 339500017 339500018 339500019 339500020 339500021 339500022 339500023 339500024 339500025 339500026 339500027 339500028 339501001 339501002 339501003 339501004 339501005 339502001 339502002 339502003 339502004 339502005 339502006 339510001 339510002 339510003 339510004 339510005 339510006 339510007 339510008 339510009 339510010 339510011 339510012 339511001 339511002 339511003 339511004 339511005 339511006 339511007 339511008 339511009 339511010 339511011 339511012 339511013 339511014 339511015 339511016 339511017 339511018 339511019 339511020 339511021 339511022 339511023 339511024 339511025 339511026 339511027 339511028 339511029 339511030 339511031 339512001 339512002 339512003 339512004 339512005 339512006 339512007 339512008 339512009 339512010 339512011 339512012 339512013 339512014 339520001 339520002 339520003 339520004 339520005 339520006 339520007 339520008 339520009 339520010 339520011 339520012 339520013 339520014 339520015 339520016 339520017 339520018 339520019 339521001 339521002 339521003 339521004 339521005 339521006 339521007 339521008 339521009 339521010 339521011 339521012 339522001 339522002 339522003 339522004 339522005 339522006 339522007 339522008 339522009 339522010 339522011 339522012 339522013 339522014 339522015 339522016 339522017 339522018 339522019 339522020 339522021 339522022 339522023 339522024 339522025 339522026 339522027 339522028 339522029 ANNEXATION NO. 4 ASSESSOR'S PARCEL NUMBERS Assessor's Parcel Numbers 333070069 333070070 333070071 333070075 333070080 333070081 333070082 ANNEXATION NO. 9 ASSESSOR'S PARCEL NUMBERS Assessor's Parcel Numbers 331080005 331080006 331080007 331080008 331080009 331080010 331080011 331080012 331080018 331080019 331080020 331080021 331080024 331080025 331080027 331080028 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 215 of 349 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 216 of 349 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 217 of 349 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 218 of 349 Item Title: 11.1 Annexation No. 9, Tentative Tract Map (TTM) 37400, Sagewood by D.R. Horton Los Angeles Holding Co., Inc.Item Page Number: 24Menifee Mayor and City Council September 1, 2021Page 219 of 349 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:25 Menifee Mayor and City Council September 1,2021 Page 220 of 349 Item Title:11.1 Annexation No.9,Tentative Tract Map (TTM)37400,Sagewood by D.R.Horton Los Angeles Holding Co., Inc. Item Page Number:26 Menifee Mayor and City Council September 1,2021 Page 221 of 349 CITY OF MENIFEE SUBJECT: Illegal Businesses and Land Use Business Registration Program MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Cheryl Kitzerow, Community Development Director REVIEWED BY: Pat Walsh, Police Chief APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Review, discuss, and provide direction concerning illegal businesses within the City, and the Land Use Business Registration Program. DISCUSSION On July 18, 2018, Councilmember Liesemeyer requested a future agenda item to discuss illegal businesses within the City. Background The Land Use and Business Registration (LUBR) program was adopted by the City Council in 2015 in response to the many existing businesses and land use activities that were established prior to the City’s incorporation in 2008. Those businesses and land use activities did not conform to the requirements and standards under the Menifee Municipal Code. Furthermore, some of the existing businesses had (and still could have) the potential to adversely impact surrounding properties. The LUBR program established a process by which land uses and businesses that existed prior to the City’s incorporation, but were not fully compliant with current City codes, could receive a business license and progress toward code compliance. The intent was to have a fair, reasonable, and compassionate approach for compliance. Participation in the LUBR program was voluntary. To qualify for the program a business was required to have, as of October 1, 2008, a valid Riverside County Certificate of Registration or a determination from Riverside County that the business/land use was exempt from the registration process. In addition, the business/land use needed to show that its land use or business activity was substantially the same, located at the same address, and continuously operated (not ceased Item Title:12.1 Illegal Businesses and Land Use Business Registration Program Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 222 of 349 City of Menifee Staff Report Illegal Businesses September 1, 2021 Page 2 of 2 6 6 6 operations for more than 6 consecutive months) since the County issued the registration or exemption. Generally, issuance of a Land Use and Business Registration would provide 10 years, i.e., until 2025, for the business owner to bring the business/land use into compliance. Importantly, a LUBR could not be granted if there were health and safety or environmental violations on the site. With the 2019 Development Code update the LUBR program expiration was extended 3 years to 2028 as staff was working toward more proactive code enforcement to gain compliance. Since 2015, only 20 LUBR applications have been submitted. Of these, four were approved, two were denied, 13 were incomplete and not processed, and one is currently being reviewed. Based on these numbers, the LUBR voluntary program has not yielded substantial success in bringing non-compliant uses/businesses into compliance. Current Code Cases on Illegal Land Use and Businesses Currently there are 12 open code enforcement cases on illegal land use and commercial businesses. STRATEGIC PLAN OBJECTIVE Safe and Attractive Community FISCAL IMPACT This discussion would not result in a fiscal impact; however, increased and proactive code enforcement would result in an undetermined fiscal impact for code enforcement activity. If increased and proactive code enforcement activity is requested by City Council and due to the increased activity the expenses would be more than was included in the FY 21/22 Code Enforcement budget, staff would return to City Council to request an additional appropriation. ATTACHMENTS 1. Title 9 Chapter 9.18 - Land Use and Business Registration Item Title:12.1 Illegal Businesses and Land Use Business Registration Program Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 223 of 349 8/17/2021 Development Code - Document Viewer online.encodeplus.com/regs/menifee-ca/doc-viewer.aspx?tocid=003.002.005#secid-2163 1/3 Comprehensive Development Code Title 9: Planning and Zoning > Article 1: General Provisions > Chapter 9.18 Land Use and Business Registration TITLE 9: PLANNING AND ZONING ARTICLE 1: GENERAL PROVISIONS Chapter 9.18Land Use and Business Registra on Contents: 9.18.010 Purpose 9.18.020 Qualifying Land Use Ac vi es and/or Businesses 9.18.030 Registra on 9.18.040 Land Use and Business Registra on Requirements 9.18.050 Land Use and Business Registra on Restric ons and Limita ons 9.18.060 Licensing and Fee 9.18.070 Transfers or Re-Establishment 9.18.010 Purpose This chapter creates an orderly land use and business registra on process through which land use ac vi es and/or businesses that were in effect prior to the city's incorpora on, and that are currently not fully compliant with applicable city rules, regula ons and ordinances, may receive a business license and, from and a er receipt of the land use and business registra on, legally operate within the city as they progress toward full compliance with applicable city rules, regula ons and ordinances. 9.18.020 Qualifying Land Use Ac vi es and/or Businesses The following land use ac vi es and/or businesses are eligible to receive a land use and business registra on under this chapter: A. A land use ac vity or business that existed prior to October 1, 2008 and: 1. Received a valid cer ficate of registra on from the County of Riverside or was found by the County of Riverside to be exempt from the County of Riverside's cer ficate of registra on process; provided, however, that the land use ac vity or business: a. Must be substan ally the same as previously registered, or exempted, by the County of Riverside, b. Must be located at the same address as previously registered, or exempted, by the County of Riverside, and c. Must have been con nuously operated since the County of Riverside issued the registra on or exemp on, or 2. Demonstrates to the sa sfac on of the Director of Community Development or her/his designee that the land use ac vity or business: a. Will be operated and maintained in such a manner, and subject to such condi ons imposed in the reasonable discre on of the Director of Community Development or her/his designee, so as to avoid any threat to the public health, safety, and welfare, b. Is located at the same address as it was located as of October 1, 2008, and c. Has been con nuously operated since October 1, 2008. For purposes of this division (A), “con nuously operated” means all uses that have not ceased opera ons for a period of more than six con nuous months. B. A business owner or property owner for the land use ac vity or business that is the subject of a land use and business registra on request shall provide evidence acceptable to the Community Development Director that such business or land use ac vity has been consistently opera ng at the loca on in ques on, with no change in material use or conduct Menu Item Title:12.1 Illegal Businesses and Land Use Business Registration Program Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 224 of 349 8/17/2021 Development Code - Document Viewer online.encodeplus.com/regs/menifee-ca/doc-viewer.aspx?tocid=003.002.005#secid-2163 2/3 of the business or land use ac vity, since prior to October 1, 2008. Proof of such existence shall be in the form of one or more of the following: dated pictorial evidence; dated delivery or installa on receipt for supplies or equipment for said business or land use ac vity; affidavit(s) of abu ng or surrounding property owner; or other evidence as accepted by the Community Development Director. 9.18.030 Registra on The holder of a land use and business registra on must sa sfy all of the following requirements: A. If a land owner or business owner/operator applies for a land use and business registra on on or before July 1, 2020, that land owner or business owner/ operator shall, by October 1, 2028, bring the land use and/or business into conformance with all applicable standards, criteria and requirements in the City of Menifee Municipal Code, as it may be amended from me to me. A land use and business registra on issued pursuant to this division (A) shall expire on October 1, 2028. B. If a land owner or business owner/operator applies for a land use and business registra on a er July 1, 2020, that land owner or business owner/operator shall bring the land use and/or business into conformance with all applicable standards, criteria and requirements in the City of Menifee Municipal Code, as it may be amended from me to me, by the earlier of: 1. Within three years from the issuance of the land use and business registra on, and 2. October 1, 2028. C. A land use and business registra on issued pursuant to this division shall expire on compliance deadline described in the preceding sentence. D. Any land use or business that has received a land use and business registra on and being conducted in a manner, or within or upon a structure, that is found by the city's Building Official or his/her designee to be a threat to the public health, safety, or welfare, shall promptly correct the iden fied sub-standard condi on. All land use and business ac vi es impacted by the condi on shall immediately cease, and no further use and/or ac vity may con nue un l the issue or condi on is corrected. E. No land use or businesses that has received a land use and business registra on shall take any ac on to increase or cause an increase in the number, scope, or severity of viola ons with any ordinance, code, or regula on beyond that which exists as of the date of receipt of a business registra on. F. Upon the expira on or termina on of a land use and business registra on, all land use ac vi es and business on a property that was subject to the land use and business registra on must fully comply with all applicable standards, criteria and requirements in the City of Menifee Municipal Code, as it may be amended from me to me. G. No land use and business registra on shall be issued to land uses and/or ac vi es that have outstanding city, county or state health and safety, or environmental cita ons, or are in viola on of any current health and safety, or environmental regula ons. H. For cita ons and/or regulatory viola ons that post-date the issuance of a land use and business registra on, such registra on shall be revoked by the Community Development Director if the property or business owners fails to promptly address and remediate such cita ons and/or regulatory viola ons. 9.18.040 Land Use and Business Registra on Requirements Each land use ac vity or business applying for a land use and business registra on under the provisions of this chapter shall conform to the following: A. The land use ac vity or business shall include reasonable ingress and egress (which may including paving or other surfacing to conform to Fire Agency requirements), to be maintained at all mes, as to vehicular and pedestrian traffic and shall not violate any parking restric ons or create a nuisance by means of parking. B. The land owner or business owner/operator shall allow the ordinary inspec on process as required of other business, including, periodic fire inspec ons, and stormwater pollu on preven on plan and best management prac ces inspec ons. C. Concurrent with receipt of a land use and business registra on, the land owner or business owner/operator shall enter into an agreement with the city, under which it shall agree to indemnify and hold harmless the City of Menifee, its officers, agents, employees or representa ves, from any ac on whatsoever resul ng from this issuance of the land use and business registra on and the conduct of ac vi es pursuant thereto. D. By reques ng and accep ng a land use and business registra on, the land owner or business owner/operator agrees that the land use ac vity or business shall not be enlarged, expanded, intensified, modified or enhanced without first receiving review and approval by the city, and that any such enlargement, expansion, intensifica on, modifica on or enhancement without first receiving review and approval by the city shall require the immediate termina on of the Menu Item Title:12.1 Illegal Businesses and Land Use Business Registration Program Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 225 of 349 8/17/2021 Development Code - Document Viewer online.encodeplus.com/regs/menifee-ca/doc-viewer.aspx?tocid=003.002.005#secid-2163 3/3 © 2021 enCodePlus, LLC All Rights Reserved land use or business and any land use and business registra on received shall immediately become null and void. Those por ons of the land use ac vity or business approved for enlargement, expansion, intensifica on, modifica on or enhancement shall conform to all codes and regula ons in effect at the me of the enlargement, expansion, intensifica on, modifica on or enhancement. Applica ons for enlargements, expansions, intensifica ons, modifica ons, or enhancements of a use that is the subject of a land use and business registra on will be processed u lizing the city's condi onal use permit procedures, and shall accordingly be subject to the processes set forth in Chapter 9.40: Condi onal Use Permits. E. All condi ons of approval imposed in connec on with the County of Riverside's approval, or exemp on, of a land use or business ac vity must be sa sfied within one year of wri en no fica on from the city. Alterna vely, the land owner or business owner/operator may enter into an agreement with the city that establishes a process to bring the land use ac vity or business into conformance with the applicable condi ons of approval. 9.18.050 Land Use and Business Registra on Restric ons and Limita ons Each exis ng land use ac vity and/or business subject to the provisions of this chapter shall be subject to the following restric ons and limita ons: A. Land use ac vi es and businesses permi ed under this chapter within the residen al zoning districts shall not include, at the site where the land use ac vity or business is being conducted, retail sales or commercial distribu on. B. The use of metal shipping containers as storage devises shall be subject to all applicable City of Menifee Municipal Code requirements including, for residen ally designated proper es, Chapter 9.16: Metal Shipping Containers As Accessory Storage Facili es On Residen ally Designated Proper es. C. The incidental storage, outside of an enclosed building or structure, of materials associated with the on-site land use ac vity or business shall be subject to the requirements of the underlying zoning district, unless an alterna ve limit is approved by the Community Development Director upon the submission of proof that the larger storage need is an integral and essen al requirement to con nue the land use ac vity or business. D. Businesses possessing a current and valid state-issued Bureau of Automo ve Repair (BAR) registra on shall be permi ed incidental vehicle storage, not in excess of ten days, of six vehicles ac vely being repaired, awai ng repair or awai ng pick-up. Vehicles stored within an enclosed structure or within an area secured on all sides with solid walls at least seven feet in height and view obscuring gate(s) shall be exempt from the ten-day storage limita on. E. All businesses or land use ac vi es engaged in any form of vehicle dismantling, salvage, reclama on, or similar ac vity dismantling, salvaging, reclaiming or other related act upon vehicles, equipment, motors, structures or transportable devices shall be prohibited. F. Land use ac vi es or businesses that do not conform to the requirements of the underlying zoning district and which are not registered under the provisions of this chapter are prohibited uses. A legally established nonconforming use may remain as allowed within Chapter 9.15: Nonconforming Uses and Structures. 9.18.060 Licensing and Fee All land use ac vi es and/or businesses permi ed under this chapter shall register their land use ac vity or business with the city and obtain a city business license where applicable. An ini al administra ve fee of $500, or an alterna ve fee established by City Council resolu on, shall be required with the submission of the request to register the land use ac vity or business. 9.18.070 Transfers or Re-Establishment Ownership and/or opera on of each exis ng land use ac vity and/or business subject to the provisions of this chapter shall be transferable, or permi ed to be re-established, if a lapse of no more than six months has occurred between the sale or termina on and re-establishment of the land use ac vity or business. Menu Item Title:12.1 Illegal Businesses and Land Use Business Registration Program Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 226 of 349 CITY OF MENIFEE SUBJECT: Menifee City Flag Program MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Mariana Mitchell, Community Services Manager REVIEWED BY: Jonathan Nicks, Community Services Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Discuss and provide direction to staff for implementation opportunities of a Menifee City Flag Program. DISCUSSION At the May 5, 2021 City Council meeting, it was requested that City staff review and recommend a program that would allow for public participation in the design and creation of an official City of Menifee flag. The adoption of a City flag would help promote pride and unity among residents and businesses throughout the City, while also creating a visual representation of the rich history and prosperity of the Menifee community. The Community Services Department has several outlets to market a competition to create the inspiration for the design of the City of Menifee flag. These outlets range from our Senior and Youth programs to our numerous community partnerships with local educational institutions and non-profit organizations. The competition could be judged in one, or a combination, of the following ways: Public voting online Committee and/or Commission input City Council selection City staff is open to any method of implementation of the competition and design selection at the recommendation of City Council. STRATEGIC PLAN OBJECTIVE Safe and Attractive Community Item Title:12.2 Menifee City Flag Program Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 227 of 349 City of Menifee Staff Report Menifee City Flag Program September 1, 2021 Page 2 of 2 6 4 8 FISCAL IMPACT There is no fiscal impact associated with the recommended action as the City Flag Program would be absorbed in the approved FY 2021/22 Community Services Department Budget for Supplies in Account # 100-4660-51011. ATTACHMENTS None. Item Title:12.2 Menifee City Flag Program Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 228 of 349 CITY OF MENIFEE SUBJECT: 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital Refinance MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Wendy Preece, Deputy Finance Director REVIEWED BY: Rochelle Clayton, Assistant City Manager APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Adopt a Resolution authorizing the execution and delivery of an amended and restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC and an amended and restated Paying Agent Agreement; and authorizing certain actions in connection therewith. DISCUSSION As part of the City’s ongoing effort to implement budgetary savings and reduce costs, staff had identified an opportunity to take advantage of favorable interest rates. The City has an opportunity to refinance an outstanding Equipment Lease/Purchase Agreement (the “2019 Lease”) with Banc of America Leasing & Capital, LLC (“Banc of America”) to finance the acquisition of certain streetlights, and the installation of certain energy savings equipment (the “Improvements”). The refinancing would be accomplished by entering into a new lease with Banc of America under a similar structure as the 2019 Lease. The current 2019 Lease outstanding principal is approximately $6,309,001 and has a fixed interest rate of 4.30%. While the 2019 Lease’s final maturity is June 1, 2034, the 2019 Lease is eligible to be refinanced. Amounts due to Banc of America under the 2019 Lease are paid from various City special revenue funds that include streetlight poles within their boundaries and allow streetlights as an approved expenditure. This refinancing would save these various funds approximately $30,826 annually and $400,738 in total gross savings as shown in the following table. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 229 of 349 City of Menifee Staff Report Refinance of the 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital September 1, 2021 Page 2 of 4 6 5 9 Table 1. Fund #Fund Description Count of Streetlights % of Total Original Budgeted Debt Service FY 21/22 Refinanced Debt Service FY 21/22 Annual Savings Total Savings 200 Gas Tax 624 9.47%66,409 63,491 2,918 37,939 387 LMD 89-1C ZONE 118 12 0.18%1,277 1,221 56 728 391 LMD 89-1C ZONE 133 45 0.68%4,789 4,579 210 2,735 394 LMD 89-1C ZONE 176 5 0.08%532 509 23 302 395 LMD 89-1C Group 4 37 0.56%3,938 3,765 173 2,253 420 CSA 33 11 0.17%1,171 1,119 52 673 430 CSA 43 50 0.76%5,321 5,087 234 3,037 450 CSA 84 3325 50.45%353,863 338,312 15,551 202,169 460 CSA 86 146 2.22%15,538 14,855 683 8,877 470 CSA 138 42 0.64%4,470 4,273 197 2,556 480 CSA 145 1850 28.07%196,886 188,234 8,652 112,482 490 CFD 2012-2 313 4.75%33,311 31,847 1,464 19,031 493 CFD 2014-2 4 0.06%426 407 19 247 494 CFD 2017-1 24 0.36%2,554 2,442 112 1,457 641 CFD 2015-2 Zone #12 92 1.40%9,791 9,361 430 5,593 642 CFD 2015-2 Zone #13 6 0.09%639 610 29 371 644 CFD 2015-2 Zone #15 1 0.02%106 102 4 55 646 CFD 2015-2 Zone #17 1 0.02%106 102 4 55 662 CFD 2015-2 Zone #32 3 0.05%319 305 14 179 6591 100.00%701,446$ 670,620$ 30,826$400,738$ Implementation of monetary policies by the U.S. Federal Reserve, to provide further stimulus to the economy, had resulted in lower interest rates. The City’s municipal advisor, Urban Futures, Inc., had explored the opportunity to realize long-term interest expense savings and improve cash flow by refinancing the 2019 Lease. In order to achieve savings from the current low interest rate environment, staff recommends entering into the amended and restated Equipment Lease/Purchase Agreement (the “2021 Lease”) at a lower interest rate. Through the City’s municipal advisor, the City secured an interest rate lock of 2.99% that will expire on September 10, 2021 from Banc of America. The 2021 Lease will not extend the final term and will maintain the same final maturity date of the 2019 Lease, June 1, 2034. In terms of the economics of the proposed refinancing transaction, the total cash flow savings was estimated to be approximately $400,738 over the term of the 2021 Lease. Average annual cash flow savings would be approximately $30,826. The present value savings were estimated at 5.43% as a percentage of the refunded principal amount of the 2019 Lease. Typically, issuers of refunding bonds should consider refunding outstanding debt when net present value savings exceed a minimum threshold of 3%-5%. The current proposed refunding transaction, 2021 Lease, is above the minimum threshold. The actual refunding savings would be finalized once the final issuance expenses and closing costs are confirmed. The 2021 Lease would not require a bond credit rating or a preliminary and final official statement as the 2021 Lease will be directly purchased by Banc of America. The City signed the Banc of America offer letter to lock-in the interest rate through September 10, 2021, contingent upon the City Council approval of the Resolution authorizing the execution and delivery of the 2021 Lease. If approved by the City Council, the proposed 2021 Lease refinancing is expected to close on September 10, 2021. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 230 of 349 City of Menifee Staff Report Refinance of the 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital September 1, 2021 Page 3 of 4 6 5 9 The City of Menifee had opted for taxable financing rates instead of tax-exempt financing rates, so that in the future there would be the ability to use the poles for various revenue generating endeavors. One such revenue generating plan could be to charge annual leases for the placement of 5G small cells to the mobile telephone companies. Table 2 shows a comparison of the taxable and tax-exempt rates with possible off-setting estimated revenues. Table 2. Taxable (2.99%) Tax-Exempt (2.36%)Savings Interest: 1,299,308 1,015,217 (284,091) 5G Small Cell* Possible Revenue:Fiscal Year # of Poles (+10%/Year) Annual Revenue ($270/Pole) Cumulative Total FY 22/23 100 27,000 27,000 FY 23/24 110 29,700 56,700 FY 24/25 121 32,670 89,370 FY 25/26 133 35,937 125,307 FY 26/27 146 39,531 164,838 FY 27/28 161 43,484 208,321 FY 28/29 177 47,832 256,154 (break-even point)FY 29/30 195 52,615 308,769 FY 30/31 214 57,877 366,646 FY 31/32 236 63,665 430,310 FY 32/33 259 70,031 500,342 FY 33/34 285 77,034 577,376 577,376 *Verizon, AT&T, T-Mobile STRATEGIC PLAN OBJECTIVE Regular City Business FISCAL IMPACT All refinancing-related costs would be paid from the 2021 Lease proceeds. The estimated average annual cash flow savings would be approximately $30,826. The total estimated cash flow savings will be approximately $400,738 over the term of the 2021 Lease. If approved, adjustments to the various fund’s budgets would be included with the mid-year budget staff report and Resolution. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 231 of 349 City of Menifee Staff Report Refinance of the 2019 Streetlight Financing Agreement with Banc of America Leasing & Capital September 1, 2021 Page 4 of 4 6 5 9 ATTACHMENTS 1. Exhibit A - Menifee Streetlight Refi Good Faith Estimates 2. Resolution Authorizing Amended and Restated Equipment Lease-Purchase Agreement 3. Amended and Restated Equipment Lease-Purchase Agreement 4. Amended and Restated Paying Agent Agreement Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 232 of 349 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Amended and Restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC (the “Agreement”), in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures, Inc. as municipal advisor to the City (the “Municipal Advisor”), each with respect to the Agreement. Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Agreement is $6,349,001.02 (the “Estimated Principal Amount”). True Interest Cost of the Agreement. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Agreement, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Agreement, is 2.99%. Finance Charge of the Agreement. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the finance charge for the Agreement, which means the sum of all fees and charges paid to third parties (or costs associated with the Agreement), is $40,000.00. Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City, less the finance charge of the Agreement, as estimated above, and any reserve fund funded with proceeds of the Agreement, is $6,309,001.02. Total Payment Amount. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Agreement, plus the finance charge for the Agreement, as described above, not paid with the proceeds of the Agreement, calculated to the final maturity of the Agreement, is $7,653,272.90. The foregoing estimates constitute good faith estimates only. The actual principal amount of the Agreement, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual closing date being different than the date assumed for purposes of such estimates, (b) the actual original principal amount being different from the Estimated Principal Amount, (c) the actual debt service payments on the Agreement being different than the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 233 of 349 debt service payments assumed for purposes of such estimates, (d) the actual interest rate being different than the interest rate estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual closing date of the Agreement and the actual principal amount will be determined by the City based on the timing of the need for proceeds and other factors. Market interest rates are affected by economic and other factors beyond the control of the City. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 234 of 349 RESOLUTION NO. 21-____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL, LLC AND AN AMENDED AND RESTATED PAYING AGENT AGREEMENT; AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Menifee (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California; and WHEREAS, the City previously financed the acquisition of certain street lights and the installation of certain energy savings equipment thereto (the “Improvements”); and WHEREAS, in order to accomplish such financing, the City entered into an Equipment Lease/Purchase Agreement, dated as of June 27, 2019, (the “Prior Agreement”) with Banc of America Leasing & Capital, LLC (“Banc of America”); and WHEREAS, the City desires to refinance the costs of the Improvements by prepaying the Prior Agreement; and WHEREAS, the City is in receipt of an offer for proposed financing dated July 30, 2021 (the “Term Sheet”) from Banc of America providing material terms related to the refinancing of the costs of the Improvements and prepayment of the Prior Agreement; and WHEREAS, the City has determined that it would be in the best interest of the City and the residents of the City to authorize the execution and delivery of an Amended and Restated Equipment Lease/Purchase Agreement (the “Agreement”) between Banc of America and the City for the purpose of prepaying the Prior Agreement pursuant to the Term Sheet, together with an Amended and Restated Paying Agent Agreement (the “Paying Agent Agreement”) among Banc of America, the City, the Western Riverside Council of Governments and Wilmington Trust, National Association. NOW, THEREFORE, the City Council of the City of Menifee, California, does hereby RESOLVE, DETERMINE and ORDER as follows: SECTION 1. Each of the above recitals is true and correct. SECTION 2. The form of each of the Agreement and the Paying Agent Agreement presented at this meeting is hereby approved, and the Mayor, the City Manager, the Assistant City Manager and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name of the City, to execute and deliver the Agreement and the Paying Agent Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the principal amount of the Agreement shall not exceed $6,360,000 and the interest rate on the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 235 of 349 4 3 7 6 9 Agreement shall not exceed 2.99% (except in the case of any increase due to a late payment or a default). SECTION 3. The City Clerk or other appropriate City officer is hereby authorized and directed to attest the signature of the Authorized Officers or of such other person or persons as may have been designated by the Authorized Officers, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Agreement and the Paying Agent Agreement. SECTION 4. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the entry into the Agreement and the Paying Agent Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above, including, but not limited to, the execution of the Term Sheet, are hereby approved, confirmed and ratified. SECTION 5. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code included with the staff report accompanying this Resolution and are available to the public at the meeting at which this Resolution is approved. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied. SECTION 6. The Authorized Officers are each hereby designated to act as authorized representatives of the City, as Lessee, for purposes of the Agreement and the Paying Agent Agreement until such time as the City Council of the City of Menifee, as Lessee, shall designate any other or different authorized representative for purposes of the Agreement and the Paying Agent Agreement. SECTION 7. This Resolution shall be effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this 1st day of September, 2021. _________________________ Bill Zimmerman, Mayor Attest: Approved as to form: ______________________ ___________________________ Sarah A. Manwaring, City Clerk Jeffrey T. Melching, City Attorney Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 236 of 349 Amended and Restated Equipment Lease-Purchase Agreement.pdf 2294932 AMENDED AND RESTATED EQUIPMENT LEASE/PURCHASE AGREEMENT (IMPLEMENTATION AGREEMENT) This Amended and Restated Equipment Lease/Purchase Agreement (the “Agreement”) dated as of September 10, 2021, and entered into between Banc of America Leasing & Capital, LLC, a Delaware limited liability company (together with its successors, assigns and transferees, and as more particularly defined herein, “Lessor”), and the City of Menifee, a city existing under the laws of the State of California (“Lessee”). W I T N E S S E T H: WHEREAS, Lessee and Lessor to previously entered into that certain Equipment Lease/Purchase Agreement dated as of June 27, 2019, as amended by that certain First Amendment to Equipment Lease/Purchase Agreement dated as of October 28, 2020 (as amended, the “Original Agreement”) to finance the acquisition, installation and retrofitting of certain Equipment (as such term is defined herein) to be leased by Lessee, subject to the terms and conditions thereof; and WHEREAS, Lessee wishes to amend and restate certain terms in the Original Agreement, and the Lessor has agreed to do so, on the terms set forth herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement for the purposes set forth herein. NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE I Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: “Acquisition Amount” means $6,349,001.02. “Additional Lessee-Owned Streetlights” means all streetlights and related fixtures owned by Lessee and located within the City of Menifee as of the Commencement Date, described on Exhibit G attached hereto, and all replacements, repairs, restorations, modifications and improvements thereof or thereto; provided that “Additional Lessee-Owned Streetlights” shall not include Lessee-Owned Streetlights or Retired Streetlights. As of the Commencement Date, the total amount of Additional Lessee-Owned Streetlights described on Exhibit G is equal to 255 streetlights. “Agreement” means this Amended and Restated Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.04. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 237 of 349 CA Appropriation 72016 -2- 4 3 7 7 0 “Closing Date” means the final “Phase Closing Date” as such term is defined in the Pole Agreement. “Collateral” has the meaning provided in Section 6.02. “Collection Fund” has the meaning set forth in the Paying Agent Agreement. “Commencement Date” means the date when Lessee’s obligation to pay rent commences hereunder, which shall be September 10, 2021. “Contract Rate” means the rate identified as such in the Payment Schedule. “Disposed Equipment Collateral Value” means an amount equal to the product obtained by multiplying (A) the Prepayment Price shown on the Payment Schedule for the Rental Payment Date next preceding the Partial Prepayment Date (or if the Partial Prepayment Date occurs prior to the first Rental Payment Date for which the Prepayment Price is shown, then the product obtained by multiplying the then aggregate unpaid principal component of Rental Payments outstanding on the Partial Prepayment Date times (x) if such Partial Prepayment Date occurs on or before January 1, 2028, 102%, or (y) if such Partial Prepayment Date occurs after January 1, 2028, 101%) times (B) a fraction (i) the numerator of which equals the cost of the Equipment (including any costs of installation or other related costs financed or refinanced under this Agreement) located in or on such property, facilities and buildings subject to demolition, disposition, damage, destruction, casualty, title defect or condemnation event, as the case may be, and (ii) the denominator of which equals the total cost of the Equipment financed under this Agreement. “Disposed Equipment Prepayment Amount” means, as of a Partial Prepayment Date, an amount equal to the Disposed Equipment Collateral Value. “Equipment” means (a) the equipment, fixtures and other goods and property (including all goods as defined in Article 9 of the California Commercial Code) listed in the Equipment Schedule and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Article V or Section 8.01, (b) the Lessee-Owned Streetlights and (c) the Additional Lessee-Owned Streetlights; provided that Equipment shall exclude any Retired Streetlights. Whenever reference is made in this Agreement to Equipment, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. “Equipment Costs” means the total cost of the Equipment, including related costs such as freight, installation and sales and other taxes, capitalizable costs, and costs of issuance incurred in connection with the acquisition, installation and/or financing of the Equipment. “Equipment Schedule” means the equipment schedule attached hereto as Exhibit A and made a part hereof. “Event of Default” means an Event of Default described in Section 12.01. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 238 of 349 CA Appropriation 72016 -3- 4 3 7 7 0 “Event of Non-appropriation” means the failure of Lessee’s governing body to appropriate or otherwise make available funds to pay Rental Payments under this Agreement following the Original Term or then current Renewal Term sufficient for the continued performance of this Agreement by Lessee. “Implementation Agreement” means the Implementation Agreement dated as of June 27, 2019 between WRCOG and Lessee relating to the acquisition and maintenance of the Equipment, as the same may be amended by WRCOG and Lessee, with the prior written consent of Lessor. “Inoperable Component” has the meaning provided in Section 5.04. “Lease Term” means the Scheduled Term upon its expiration or as terminated as provided in Section 3.03. “Lessee” means the entity referred to as Lessee in the first paragraph of this Agreement. “Lessee-Owned Streetlights” means the streetlights and related fixtures owned by Lessee, as identified in Exhibit A attached hereto, as may be amended with the prior written consent of Lessor in its discretion, and located within the City of Menifee as of the Commencement Date, (x) which have been acquired, constructed, furnished and installed with amounts disbursed pursuant to the Original Agreement (and thereby constituting Equipment hereunder) and/or (y) on, about and to which a portion of the Equipment has been acquired, constructed, furnished and installed with amounts disbursed pursuant to the Original Agreement; provided that “Lessee-Owned Streetlights” shall not include Retired Streetlights. “Lessor” means (a) the entity referred to as Lessor in the first paragraph of this Agreement and its successors or (b) any assignee or transferee of any right, title or interest of Lessor in and to this Agreement, including the Equipment, the Rental Payments and other amounts due hereunder, pursuant to Section 11.01, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder. “Lien” means any lien (statutory or otherwise), security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, preference, priority or other security or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction). “Light Pole License Agreement” means that certain No-Fee Light Pole License Agreement for Wireless Attachment between Southern California Edison and Lessee dated as of April 6, 2017, including amendments and supplements thereto relating to the issuance of licenses thereunder to Southern California Edison in order for Southern California Edison to attach certain wireless equipment (the “SCE Equipment”) to the Streetlights and Lessee’s poles and facilities for the purpose of operating or managing the provision of electricity to the Streetlights, all as further described therein. Nothing in this Agreement shall require Lessee to maintain such Light Pole License Agreement beyond the term of such agreement. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 239 of 349 CA Appropriation 72016 -4- 4 3 7 7 0 “Material Adverse Change” means any change in Lessee’s creditworthiness that could reasonably be expected to have a material adverse effect on (a) the financial condition or operations of Lessee, or (b) Lessee’s ability to perform its obligations under this Agreement. “Material Adverse Effect” means any event or occurrence which could (a) adversely affect the rights, interests, remedies or security of the Lessor under this Agreement or with respect to the Collateral, (b) impair the ability of the Lessee to perform its obligations under this Agreement, the WRCOG Agreements and/or any Vendor Agreement or (c) have an adverse effect upon the legality, validity, binding effect or enforceability against the Lessee of this Agreement, the WRCOG Agreements and/or any Vendor Agreement. “Original Term” means the period from the Commencement Date until the end of the fiscal year of Lessee in effect at such Commencement Date. “Outstanding Balance” means the amount that is shown for each Rental Payment Date under the column titled “Outstanding Balance” on the Payment Schedule. “Partial Prepayment Date” means a business day selected by Lessee that is the earlier of the next Rental Payment Date or 65 days after the casualty, title defect or condemnation event (or such other date approved in writing by Lessor), and shall be the date that Lessee exercises its right of partial prepayment following a partial casualty or condemnation event as provided in Section 10.01(b)(2). Lessee shall provide Lessor with at least 60 days prior written notice of the Partial Prepayment Date. “Paying Agent Agreement” means the Amended and Restated Paying Agent Agreement dated as of September 10, 2021 among Lessee, Lessor, WRCOG and Wilmington Trust, National Association, as paying agent (the “Paying Agent”), with respect to the Collection Fund and the subaccounts therein and which provides for the orderly distribution of payments under this Agreement and the Implementation Agreement, as the same may be amended from time to time. “Payment Schedule” means the payment schedule attached hereto as Exhibit B and made a part hereof. “Pole Agreement” means (i) that Purchase and Sale Agreement between Southern California Edison and Lessee dated as of April 6, 2017, including amendments and supplements thereto (including but not limited to any amendments or supplements effectuated in the final bill of sale from Southern California Edison), relating to, among other things, the purchase of certain Equipment from Southern California Edison and (ii) any such other agreements, as supplemented and amended, pursuant to which licenses are issued thereunder to Lessee in order for Lessee or its Vendor to attach certain Equipment to Pole Owner’s poles and facilities all as further described therein. “Pole Owner” means Southern California Edison, its successors or assigns, or any other owner of the streetlights, brackets, photocells and poles to be acquired by Lessee. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 240 of 349 CA Appropriation 72016 -5- 4 3 7 7 0 “Prepayment Price” means the amount provided under the column titled “Prepayment Price” in the Payment Schedule minus the amount of any partial prepayment pursuant to Section 10.01(b) paid prior to the date of prepayment pursuant to Section 10.01(a). “Principal Portion” means the amount that is shown for each Rental Payment Date under the column titled “Principal Portion” on the Payment Schedule. “Professional Services Agreement” means (a) the Amended and Restated Professional Services Agreement dated as of March 27, 2018 between WRCOG and Siemens Industry Inc., Intelligent Traffic Systems (the “Consultant”) together with Appendix 5 attached thereto executed by WRCOG, the Consultant and Lessee, as the same may be amended from time to time and (b) any subsequent agreement entered into between WRCOG and a third party provider and accepted and agreed to in writing by the Lessee for the services described therein, as the same may be amended from time to time. “Real Property” means real estate where the Equipment is and/or will be located. “Real Property Issue” has the meaning provided in Section 2.01(t). “Related Agreements” means this Agreement and each of the WRCOG Agreements. “Renewal Terms” means the consecutive renewal terms of this Agreement, the first of which commences immediately after the end of the Original Term and each having a duration and term coextensive with each successive fiscal year of Lessee; provided that the final such Renewal Term shall commence on the first day of the last such fiscal year and end on the first business day after the last scheduled Rental Payment Date. “Rental Payment Date” means each date on which Lessee is required to make a Rental Payment under this Agreement as specified in the Payment Schedule. “Rental Payment Subaccount” has the meaning set forth in the Paying Agent Agreement. “Rental Payments” means the basic rental payments payable by Lessee on the Rental Payment Dates and in the amounts as specified in the Payment Schedule, consisting of a principal component and an interest component, and in all cases sufficient to repay such principal component and interest thereon at the applicable Contract Rate. “Replaced Equipment” has the meaning provided in Section 8.01. “Replacement Equipment” has the meaning provided in Section 8.01. “Retired Streetlights” means in the aggregate over the Lease Term, the up to 63 Streetlights that are permitted, pursuant to Section 5.04(c) hereof, to be retired and removed from Equipment and not replaced. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 241 of 349 CA Appropriation 72016 -6- 4 3 7 7 0 “Scheduled Term” means the Original Term and all Renewal Terms, with a final Renewal Term ending on June 1, 2034. “State” means the State of California. “Streetlights” means all Lessee-Owned Streetlights and all Additional Lessee-Owned Streetlights, in each case, subject to Lessor’s first priority Lien under this Agreement, but shall exclude any Retired Streetlights. “Vendor” means the manufacturer, installer, contractor, supplier or provider of the Equipment or services (excluding Southern California Edison and WRCOG) with respect to the Equipment or any other person as well as the agents or dealers of the manufacturer, installer, contractor, supplier or provider with whom Lessee arranged Lessee’s acquisition, installation, operation, maintenance and/or servicing of the Equipment. “Vendor Agreement” means any contract entered into by Lessee and any Vendor, as supplemented and amended, for the acquisition, installation, maintenance and/or servicing of the Equipment, and shall include, without limitation, the WRCOG EPA and the Professional Services Agreement. “WRCOG” means Western Riverside Council of Governments, a joint powers authority formed under Government Code sections 6500 et seq. “WRCOG Agreements” means the Implementation Agreement, the Professional Services Agreement, the WRCOG EPA, and the Paying Agent Agreement. “WRCOG EPA” means the Equipment Purchase Agreement dated as of June 28, 2018 between WRCOG and California Electric Supply (the “Contractor”) together with Appendix 5 attached thereto executed by WRCOG, the Contractor and Lessee, as the same may be amended from time to time. ARTICLE II Section 2.01. Representations, Warranties and Covenants of Lessee. For the benefit of Lessor, Lessee represents and warrants as of the Commencement Date (and such other dates as may be provided herein), and covenants at all times during the Lease Term as follows: (a) Lessee is a city, duly organized and existing under the constitution and laws of the State, with full power and authority to enter into this Agreement and the Related Agreements and the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. (b) Lessee has duly authorized the execution and delivery of this Agreement and the Related Agreements by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 242 of 349 CA Appropriation 72016 -7- 4 3 7 7 0 met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Related Agreements. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to this Agreement. (d) Lessee will do or cause to be done all things, as legally permissible, necessary to preserve and keep in full force and effect its existence as a city of the State. (e) Lessee has complied with such procurement and public bidding requirements as are applicable to this Agreement and the Related Agreements and the acquisition and installation by Lessee of the Equipment, under federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other governmental authority. (f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid hereunder. (g) Lessee has kept, and throughout the Lease Term shall keep, its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and actual, (3) statement of cash flows, and (4) footnotes, schedules and attachments to the financial statements) within nine months of its fiscal year end, (ii) such other financial statements and information as Lessor may reasonably request, and (iii) upon Lessor’s request, its annual budget for any prior five fiscal years or current fiscal year or for the following fiscal year when approved but not later than thirty (30) days prior to the end of its current fiscal year. The financial statements described in subsection (g)(i) shall be accompanied by an unqualified opinion of Lessee’s independent auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. All financial statements and other information delivered to Lessor by the Lessee is correct as of the date thereof. Since June 30, 2020, no material adverse change has occurred in the Lessee’s financial condition that would adversely affect the Lessee’s ability to perform its obligations hereunder. (h) Lessee has an essential need for the Equipment and expects to make immediate use of the Equipment. Lessee’s need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the Scheduled Term. (i) The payment of the Rental Payments or any portion thereof is not (under the terms of this Agreement or any other Related Agreement) directly or indirectly Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 243 of 349 CA Appropriation 72016 -8- 4 3 7 7 0 (x) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit, except where failure to comply with such requirement would not result in a Material Adverse Effect or a Material Adverse Change. The Equipment will not be used or operated, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit if it would result in a Material Adverse Effect or a Material Adverse Change. No portion of the Acquisition Amount will be used, directly or indirectly, to make or finance loans to any person other than Lessee if it would result in a Material Adverse Effect or a Material Adverse Change. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment that would result in a Material Adverse Effect or a Material Adverse Change. (j) There is no pending litigation, tax claim, other proceeding or dispute (of which Lessee is aware, has notice or has been served), or to Lessee’s best knowledge, threatened, litigation, tax claim, proceeding or dispute against Lessee that could materially adversely affect Lessee’s financial condition or impairs its ability to perform its obligations under this Agreement or any Related Agreement. There is no public vote or referendum pending, proposed or concluded, the results of which could adversely affect Lessee’s financial condition or impairs its ability to perform its obligations under this Agreement or any Related Agreement. Lessee will, at its expense, maintain its legal existence in good standing and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Equipment, the Collection Fund and the Rental Payment Subaccount, and Lessor’s rights and benefits under this Agreement and the Related Agreements. (k) With respect to the Real Property: (i) Lessee is the fee owner of the Real Property and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property, (ii) the Equipment will be located on improvements within, a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term and/or (iii) to the extent neither (i) or nor (ii) is true with respect to any portion of the Real Property (“Non-Lessee Real Property”), then Lessee has the right to enter onto said Non-Lessee Real Property for the purposes of returning the Equipment to Lessor and/or exercising remedies under this Agreement on behalf of Lessor, including, without limitation (subject to the Light Pole License Agreement), the right to physically detach and remove the Equipment from the Non-Lessee Real Property and return the same to Lessor. Lessee is (or upon the acquisition of the Lessee-Owned Streetlight under the Pole Agreement, will be) the fee of owner with free and clear title to all the Lessee-Owned Streetlights on, about and to which a portion of the Equipment is or will be located. Lessee has the right to install, operate, maintain and remove Equipment on, to and from the Lessee- Owned Streetlights for a period that is longer than the Scheduled Term, and the right, upon Lessor’s request (subject to the Light Pole License Agreement), to physically detach and Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 244 of 349 CA Appropriation 72016 -9- 4 3 7 7 0 remove the Equipment from the Lessee-Owned Streetlights and return the same to Lessor. Lessee covenants and agrees that throughout the Lease Term and prior to the payment of the last scheduled Rental Payment and the payment of all other amounts due hereunder, Lessee shall not, to the extent it may legally agree to do so, transfer title to or control over, or encumber the Real Property to another entity or devote any portion of the Real Property to another entity. The Light Pole License Agreement does not and shall in no way impair, adversely affect or prime Lessor’s first priority Lien on any of the Equipment under this Agreement; provided, however, Lessor acknowledges that the Light Pole License Agreement may require the substitution of certain existing poles and/or provision of certain notices prior to the removal of the Equipment. (l) The portion of the Equipment that is or will be subject to a Pole Agreement is and will be located on within a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term. Based solely on Southern California Edison’s representations in the Pole Agreement, Southern California Edison owns, operates and maintains overhead electric distribution facilities, including distribution poles on which the portion of the Equipment is to be installed, within the political jurisdiction of Lessee. Any streetlights (other than Lessee-Owned Streetlights and Additional Lessee-Owned Streetlights) on, about and to which any portion of the Equipment is to be acquired, constructed, furnished and installed are all subject to the applicable Pole Agreement, which is currently in full force and effect. Lessee has obtained all necessary licenses, permits, approvals or other authorizations, if any, issued by any applicable governmental authority and/or the Pole Owner in accordance with the applicable Pole Agreement for the specific locations for the Equipment to be installed. (m) (i) The portion of the Equipment that is installed on Lessee-Owned Streetlights are and will be located on, or on improvements within, a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term. Lessee is entitled to the benefit and use of such right-of-way for the Lessee-Owned Streetlights and has good and marketable title to the Lessee-Owned Streetlights on, about and to which a portion of the Equipment is or will be located. Subject to the Light Pole License Agreement, there exists no mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to the Lessee-Owned Streetlights, except under this Agreement. The number of Lessee-Owned Streetlights subject to Lessor’s Lien under this Agreement is and shall be at least equal to 6,551 at all times (unless any such Lessee-Owned Streetlights are permitted to be Retired Streetlights pursuant to Section 5.04(c) hereof, in which case the number 6,551 may be reduced by the number of such applicable Retired Streetlights). (ii) Lessee is the fee owner with free and clear title to all the Additional Lessee- Owned Streetlights. The Additional Lessee-Owned Streetlights are and will be located on, or on improvements within, a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term. Lessee is entitled to the benefit and use of such right- of-way for the Additional Lessee-Owned Streetlights and has good and marketable title to the Additional Lessee-Owned Streetlights on, about and to which a portion of the Equipment is or will be located. Subject to the Light Pole License Agreement, there exists Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 245 of 349 CA Appropriation 72016 -10- 4 3 7 7 0 no mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to the Additional Lessee-Owned Streetlights, except under this Agreement. The number of Additional Lessee-Owned Streetlights subject to Lessor’s first priority Lien under this Agreement is and shall be at least equal to 255 at all times (unless any such Additional Lessee-Owned Streetlights are permitted to be Retired Streetlights pursuant to Section 5.04(c) hereof, in which case the number 255 may be reduced by the number of such applicable Retired Streetlights). The insured value of each Additional Lessee-Owned Streetlight shall equal or exceed the insured value of each Lessee-Owned Streetlight. (n) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year. No event of default that Lessee did not cure during the applicable cure period has existed or occurred under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (o) In connection with Lessor’s remedies to obtain possession pursuant to Section 12.02 of the portion of the Equipment that is or will be subject to the Pole Agreement, Lessee has the authority to enter upon the premises where items of such Equipment are located for the purpose of disconnecting, de-installing and removing such items of Equipment from such premises, subject to compliance with the applicable Pole Agreement. (p) Lessee represents to Lessor that that it has adopted a debt policy in compliance with SB 1029 and Section 8855 of the Government Code of California et seq. and covenants that it shall comply with Section 8855 of the Government Code of California et seq. throughout the Lease Term. (q) Lessee has complied with the requirements of California Government Code Section 37350 and 37351 et seq. and all other applicable California law in connection with this Agreement and the Equipment. (r) In connection with the Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by the Lessee pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the Lessee may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice of its incurrence of its obligations under the Related Agreements and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with the Related Agreements, in each case including posting a full copy thereof or a description of the material terms thereof (each such posting, an “EMMA Posting”). Except to the extent required by applicable law, including the Rule, the Lessee shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following unredacted confidential information about the Lessor or its affiliates in any portion of such EMMA Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 246 of 349 CA Appropriation 72016 -11- 4 3 7 7 0 Posting: address and account information of the Lessor or its affiliates; and e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lessor or its affiliates. The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the Lessee’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule. (s) Lessee is in compliance with all Pole Agreements, Light Pole License Agreements, each WRCOG Agreement and each Vendor Agreement. Lessee shall deliver, or cause to be delivered, to Lessor such information as Lessor shall request regarding WRCOG, the WRCOG Agreements, the Pole Agreement, the Light Pole License Agreement and the Vendor Agreements to the extent Lessee is in possession of such information. (t) Upon an Event of Default or an Event of Non-appropriation, Lessee shall at Lessor’s direction (subject to compliance with the Light Pole License Agreement) enter onto the Real Property, including any Non-Lessee Real Property, and physically detach and remove the Equipment and return the same to Lessor pursuant to Section 3.03 hereof. (u) Except as set forth in the Light Pole License Agreement, to the best knowledge of the Lessee, there exists no mortgage, pledge, Lien, security interest, reverter, charge or other encumbrance of any nature whatsoever on or with respect to the Real Property or the Lessee-Owned Streetlights that would adversely affect Lessor’s first priority Lien on and security interest in, the Equipment. In the event any Lien, encumbrance, reverter, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the Lessee’s legal title to or valid and marketable, beneficial use and enjoyment of the Real Property or impairs or adversely impacts Lessor’s right, title or interest in the Equipment or any of Lessor’s rights or remedies under this Agreement with respect to the Equipment, (each of the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) the Real Property for all purposes of the Equipment contemplated herein and Lessee shall, to the extent it may legally agree to do so, ensure that its fee interest in the Real Property and Lessor’s right, title or interest in the Equipment and rights or remedies under this Agreement with respect to the Equipment remain free and clear of Real Property Issues. (v) Lessee has obtained all necessary licenses, permits, approvals or other authorizations, if any, issued by any applicable governmental authority to acquire, construct, furnish and install the Equipment as contemplated by this Agreement. (w) Lessee represents and warrants that as of the Commencement Date the Light Pole License Agreement encumbers and affects only 6 out of the 6,551 Streetlights. Lessee Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 247 of 349 CA Appropriation 72016 -12- 4 3 7 7 0 covenants and agrees that the Light Pole License Agreement is limited to permitting Southern California Edison to attach its wireless communicating device used solely in connection with Southern California Edison’s utility operations together with associated ancillary equipment owned by Southern California Edison to serve the purpose of managing Southern California Edison’s electrical grid and provision of electricity for Lessee’s streetlights. Lessee covenants and agrees that the Light Pole License Agreement will not at any time encumber or affect more than 5% of the streetlights comprising the Equipment. To the extent the Light Pole License Agreement at any time encumbers or affects more than 5% of the streetlights comprising the Equipment, any and all restrictions on Lessor’s rights and remedies hereunder being subject to the Light Pole License Agreement shall automatically and immediately be limited to only 5% of the streetlights comprising the Equipment and the parties shall enter into an amendment to this Agreement to reflect such limited impact of the Light Pole License Agreement, provided that such limited impact shall apply even if the parties fail to enter into such amendment. (x) Lessee acknowledges and covenants that to the extent applicable to this Agreement and/or any Related Agreement, Lessee is solely responsible for and shall comply with the legal requirements under the California Government Code Chapter 11.5 §§ 8855-8859 et seq., as amended (the “CDIAC Act”). Without limiting the generality of the foregoing, at the times and in the manner required by the CDIAC Act and the California Debt and Investment Advisory Commission (“CDIAC”), Lessee shall be solely responsible for (i) preparing, submitting and filing the report of the proposed debt issuance relating to this Agreement by the method required by CDIAC, (ii) preparing, submitting and filing the report of final sale (and accompanying documents) relating to this Agreement by the method required by CDIAC, (iii) submitting an annual report relating to the report of final sale for this Agreement by the method required by CDIAC, and (iv) paying all fees charged by CDIAC or the CDIAC Act relating to this Agreement, including, but not limited to the fee in an amount equal to one-fortieth of one percent of the Acquisition Amount, but not to exceed five thousand dollars ($5,000) relating to this Agreement. (y) To the extent applicable, as determined by Lessee in its sole discretion, Lessee has complied with the requirements of California Government Code Section 5852.1 et seq. in connection with this Agreement and the Equipment. (z) Lessee represents, warrants and covenants, that (i) all of the Equipment has been delivered, installed, is operating in a manner consistent with the intended use and has been inspected and finally accepted for all purposes by Lessee and title thereto has transferred to Lessee and any security interest of Southern California Edison or any Vendor therein has been released; (ii) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment and hereby acknowledges that it previously accepted all of the Equipment for all purposes; and (iii) Lessee currently maintains the insurance coverage required by Section 7.02 hereof. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 248 of 349 CA Appropriation 72016 -13- 4 3 7 7 0 ARTICLE III Section 3.01. Lease of Equipment. Subject to the terms and conditions of this Agreement, Lessor agrees to provide the Acquisition Amount to acquire the Equipment. Lessor hereby demises, leases, and transfers to Lessee, and Lessee hereby acquires, rents and leases from Lessor, the Equipment. The Lease Term may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term as set forth in the Payment Schedule. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue this Agreement for the next Renewal Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the Payment Schedule. Section 3.02. Continuation of Lease Term. Lessee intends, subject to Section 3.03, to continue the Lease Term through the Original Term and all Renewal Terms and to pay the Rental Payments due hereunder in each fiscal year that such Rental Payments are due. Lessee affirms that sufficient funds are legally available to pay all Rental Payments when due during the current fiscal year at the time of the execution of this Agreement, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Scheduled Term can be obtained from legally available funds of Lessee at the time of execution of this Agreement. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due hereunder, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for any Renewal Term is within the sole discretion of the governing body of Lessee and the failure to appropriate is not an “Event of Default” under this Agreement. Section 3.03. Nonappropriation. Lessee is obligated only to pay such Rental Payments as may lawfully be made during Lessee’s then current fiscal year from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non-appropriate is made, but failure to give such notice shall not extend the Scheduled Term beyond such Original Term or then current Renewal Term. If this Agreement is terminated in accordance with this Section, Lessee agrees to cease use of the Equipment and, subject to the Light Pole License Agreement, peaceably remove and deliver to Lessor at Lessee’s sole expense the Equipment at the location(s) in the State of California to be specified by Lessor. Section 3.04. Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under this Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following: (i)Reserved; Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 249 of 349 CA Appropriation 72016 -14- 4 3 7 7 0 (ii) A certified copy of a resolution, ordinance or other official action of Lessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and the Paying Agent Agreement and performance by Lessee of its obligations under this Agreement and the Paying Agent Agreement; (iii) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of Lessee, substantially in the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor; (iv) An opinion of counsel to Lessee substantially in the form attached hereto as Exhibit D and otherwise satisfactory to Lessor; (v) Evidence of insurance as required by Section 7.02 hereof; (vi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02, including, without limitation a UCC-3 amendment to the financing statement filed with respect to the Original Agreement and any new UCC-1 financing statements required with respect to this Agreement; (vii) A Certificate completed and executed by an officer of the Lessee certifying that (A) the Lessee is the fee owner of the real estate on which the Equipment is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such real estate, (B) the Equipment will be located on improvements within a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term of this Agreement and/or (C) except as expressly disclosed in writing to the Lessor prior to the Commencement Date and consented to in writing by the Lessor, no person or entity other than Lessee has an interest in the real estate on which the Equipment is and will be located; (viii) Wire instructions for payments to be made to WRCOG, Vendors and Form W-9 from WRCOG and each such Vendor; (ix)Reserved; (x) Invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale as required by Section 5.01(b); (xi) Fully executed copies of the Pole Agreement, the Light Pole License Agreement, each WRCOG Agreement and each Vendor Agreement; (xii)Reserved; Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 250 of 349 CA Appropriation 72016 -15- 4 3 7 7 0 (xiii) To the extent applicable to this Agreement as provided by the CDIAC Act, evidence that Lessee has prepared, submitted and filed the report of the proposed debt issuance relating to this Agreement by the method required by CDIAC and the CDIAC Act; and (xiv) Such other items reasonably required by Lessor. (b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement shall be subject to: (i) no Material Adverse Change shall have occurred since the date of this Agreement, (ii) no Event of Default or Event of Non-appropriation shall have occurred and then be continuing and (iii) no event or condition has occurred which, with notice, the passage of time or any combination of the foregoing would constitute an Event of Default or Event of Non-appropriation under this Agreement. (c) Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount to refund the Original Agreement. ARTICLE IV Section 4.01. Rental Payments. Subject to Section 3.03, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the Rental Payment Dates and in such amounts as provided in the Payment Schedule. Interest on the Acquisition Amount shall begin to accrue as of the Commencement Date. If any Rental Payment or other amount payable hereunder is not paid within ten (10) days of its due date, Lessee shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whichever is less. Rental Payments consist of principal and interest components as more fully detailed on the Payment Schedule, the interest on which begins to accrue as of the Commencement Date. Section 4.02. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal as more fully detailed on the Payment Schedule. Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee. Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in this Agreement shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 251 of 349 CA Appropriation 72016 -16- 4 3 7 7 0 limitation any failure of the Equipment, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances, any disputes with the Lessor, WRCOG or any Vendor of any Equipment, or disputes under any WRCOG Agreement, or failure of WRCOG or any Vendor to deliver any Equipment or otherwise perform any of its obligations for whatever reason under any Vendor Agreement or WRCOG Agreement, including dissolution, bankruptcy, insolvency, reorganization or any similar event with respect to WRCOG or any Vendor. Section 4.05. Reserved. ARTICLE V Section 5.01. Delivery, Installation and Acceptance of Equipment. Lessee has acquired and installed all Equipment at the locations specified in the Equipment Schedule and had paid any and all delivery and installation costs and other Equipment Costs in connection therewith. Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality and has accepted such Equipment. Section 5.02. Quiet Enjoyment of Equipment. So long as Lessee is not in default hereunder, neither Lessor nor any entity claiming by, through or under Lessor, shall interfere with Lessee’s quiet use and enjoyment of the Equipment during the Lease Term. Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be moved or relocated from the location specified for it in the Equipment Schedule without Lessor’s prior written consent, which consent shall not be unreasonably withheld. No such consent will be required for repair and/or replacement of Equipment in accordance with Section 5.04 hereof if such Equipment is repaired or replaced and returned to the same original location. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property where the Equipment is located for the purpose of inspecting the Equipment; provided that, unless an Event of Default or an Event of Non-appropriation (or event which with the passage of time or the giving of notice or both would constitute an Event of Default or an Event of Non- appropriation) has occurred, such inspection may be subject to Lessee’s encroachment proceedings to the extent applicable for safety purposes. In the event of extreme weather-related events in which public safety is in jeopardy, the Lessee shall provide Lessor with notice as soon as practicable of such event and any known potential or actual impact to the Equipment, and the Lessor shall operate in good faith in taking such public safety concerns into consideration in exercising its rights and remedies under this Agreement. If in Lessee’s reasonable determination any portion of the Equipment poses an imminent danger to public safety (i.e. immediate serious risk of death or serious physical harm), without prior consent of the Lessor the Lessee may temporarily remove or relocate the Equipment solely to prevent immediate serious risk of death or serious physical harm to the public; provided that (x) the Lessee shall provide Lessor with notice as soon as practicable of such event and any known potential or actual impact to the Equipment, and (y) once the immediate serious risk of death or serious physical harm the public has reasonably abated Lessee shall promptly fully restore, replace, repair and maintain the Equipment pursuant to Section 5.04 hereof and as otherwise required under this Agreement. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:24 Menifee Mayor and City Council September 1,2021 Page 252 of 349 CA Appropriation 72016 -17- 4 3 7 7 0 Section 5.04. Use and Maintenance of the Equipment; Retired Streetlights. (a) Lessee, and its agents, delegees and designees, shall not install, use, operate or maintain the Equipment (or cause the Equipment to be installed, used, operated or maintained) in violation of any applicable law or in a manner contrary to that contemplated hereby. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body, including, without limitation, all anti-money laundering laws and regulations; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights hereunder. (b) Lessee agrees that it shall, either directly or through WRCOG, as provided in the Implementation Agreement, (1) use, operate, protect, maintain, preserve, and keep the Equipment in good repair, condition, appearance and operating order, in the same condition as when received, ordinary wear and tear excepted; (2) use, operate, protect and maintain the Equipment (i) consistent with prudent industry practice (but in no event less than the extent to which Lessee maintains other similar equipment in the prudent management of its assets and properties) and (ii) in compliance with California Public Utilities Commission Order 165 (“Order 165”) and all applicable insurance policies, laws, ordinances, rules, regulations and manufacturer’s recommended maintenance and repair procedures, to the extent such procedures are not in conflict with Order 165 to the extent Order 165 is in effect; (3) proceed promptly, at its expense, to protect its rights and exercise its remedies under any warranty then in effect with respect to the Equipment (although all such remedies shall be exercised by Lessee, the order of exercising remedies may be prioritized in the most efficient manner); and (4) replace or rebuild any component of the Equipment that becomes permanently unfit for normal use or inoperable during the Lease Term (herein, the “Inoperable Component”) in order to keep the Equipment as a whole in good repair and working order during the Lease Term. Lessee shall promptly notify Lessor in writing if at any time Equipment acquired (individually or in the aggregate) with five percent (5%) or more of the original Acquisition Amount (the “Noticed Equipment”) is reasonably expected within forty-five (45) days to be or become an Inoperable Component(s); provided if Lessee becomes aware that any Noticed Equipment is or will become an Inoperable Component in a shorter time period, Lessee shall notify Lessor in writing within five (5) business days of such receipt of knowledge. Lessee shall promptly replace or rebuild, or cause to be replaced or rebuilt, the Inoperable Component with a similar component of comparable or improved make and model that has at least the equivalent value and utility of the Inoperable Component, a remaining useful life of no less than the remaining Scheduled Term and such replacement or rebuilt component shall be in good operating condition. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. When and if available, Lessee agrees to pay any costs necessary for the manufacturer to re-certify the Equipment as eligible for manufacturer’s maintenance upon the return of the Equipment to Lessor as provided for in Section 3.03 or 12.02(b), unless it is more cost effective for Lessee to replace the Equipment in accordance with Section 8.01. (c) Notwithstanding anything herein to the contrary, so long as no Event of Default (or event which with the passage of time or the giving of notice or both would constitute an Event of Default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened, Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:25 Menifee Mayor and City Council September 1,2021 Page 253 of 349 CA Appropriation 72016 -18- 4 3 7 7 0 Lessee may retire and exclude from the Equipment up to 65 Streetlights in the aggregate over the course of the Lease Term without prepayment or penalty or obligation to replace such Streetlights, provided that Lessee shall (i) provide Lessor with at least 30 days prior written notice substantially in the form of Exhibit O attached hereto, (ii) re-make and confirm all the representations, warranties and covenants set forth in this Agreement for the benefit of Lessor and (iii) confirm in writing to Lessor, (1) the number of Streetlights being retired at that time, (2) the cumulative number of Retired Streetlights under this Agreement taking into account the Streetlights then being retired, (3) the number of Streetlights that will remain subject to this Agreement, (4) the number of Lessee-Owned Streetlights that will remain subject to this Agreement and (5) the number of Additional Lessee-Owned Streetlights that will remain subject to this Agreement and provide such other information or confirmations with respect to the Retired Streetlights, the Equipment and the Collateral as Lessor may request. (d) Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment owned by Lessee, excluding temporary replacements, shall thereupon become subject to the security interest of Lessor, subject to the Light Pole License Agreement. Section 5.05. Obligations Under Pole Agreement. Lessee hereby covenants and agrees to perform, or cause to be performed, its duties and obligations under each Pole Agreement strictly in accordance with the terms and provisions of each such Pole Agreement, for the purpose of maintaining the benefits thereunder for the installation, operation and maintenance of the portion of the Equipment subject to thereto during the Lease Term, including without limitation the timely removal of such Equipment if and when required by the applicable Pole Agreement in order to prevent such Equipment from becoming subject to any Lien or security interest in favor of Pole Owner. Lessee shall maintain in full force and effect during the Lease Term each applicable Pole Agreement until such time as full and marketable title in the streetlights, poles, related fixtures has passed to and vested in Lessee. Lessee shall not abandon any such Equipment or exercise its option, if any, to terminate the term of any Pole Agreement so long as any amount remains unpaid under this Agreement. ARTICLE VI Section 6.01. Title to the Equipment. During the Lease Term, and so long as Lessee is not in default under Article XII hereof, all right, title and interest in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof. Subject to the Light Pole License Agreement, Lessee shall at all times protect and defend, at its own cost and expense, its title in and to the Equipment and Lessor’s first priority security interest constituting a first Lien on the Collateral from and against all claims, Liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, Liens and processes. Upon the occurrence of an Event of Default or upon termination of this Agreement pursuant to Section 3.03, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:26 Menifee Mayor and City Council September 1,2021 Page 254 of 349 CA Appropriation 72016 -19- 4 3 7 7 0 to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor (subject to the Light Pole License Agreement) shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or Section 12.02, as applicable. Upon payment of all amounts due and owing hereunder by Lessee pursuant to Section 10.01 (including upon payment of all Rental payments and other amounts payable under this Agreement), Lessor’s security interest or other interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s security interest in the Equipment (including applicable UCC-3 termination statements). Section 6.02. Security Interest. As additional security for the payment and performance of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor a first priority security interest constituting a first Lien (subject to the Light Pole License Agreement) on (a) the Equipment together with all replacements, repairs, restorations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipment, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom, (b) the Collection Fund and the Rental Payment Subaccount and moneys and investments held from time to time therein (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount, each as defined in the Paying Agent Agreement), (c) all accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and investment property (including any securities accounts and security entitlements relating thereto) evidenced by or arising out of or otherwise relating to the foregoing collateral described in clauses (a) and (b) above, as such terms are defined in Article 9 of the California Commercial Code and (d) any and all proceeds of any of the foregoing (collectively, the “Collateral”). Lessee authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain Lessor’s security interest in the Equipment and the proceeds thereof, including, without limitation, such financing statements with respect to personal property and fixtures under Article 9 of the California Commercial Code and treating such Article 9 as applicable to entities such as Lessee. Section 6.03. Personal Property, No Encumbrances. Lessee agrees that, to the extent permitted by State law, the Equipment is deemed to be and will remain personal property, and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Other than the Light Pole License Agreement (if and to the extent applicable) and encumbrances existing on the Commencement Date that are consented to in writing by the Lessor and identified on Exhibit N hereto, Lessee shall not create, incur, assume or permit to exist any mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate (each an “Encumbering Instrument”) without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment acceptable to Lessor or its assigns in its discretion from any party Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:27 Menifee Mayor and City Council September 1,2021 Page 255 of 349 CA Appropriation 72016 -20- 4 3 7 7 0 taking an interest in any such real estate prior to such interest taking effect (which may be in the form of an acknowledgement in the Encumbering Instrument of Lessor’s purchase money first priority security interest and rights in the Equipment and a carve-out of the Equipment from the Lien of the Encumbering Instrument), such consent shall not be unreasonably withheld and Lessor’s response shall be provided within ten (10) business days of the request for such consent. ARTICLE VII Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, Liens, and encumbrances except those created by this Agreement and in particular, Lessee shall not create, incur, assume, permit or suffer to exist Lien or encumbrance with respect to the Equipment that impairs Lessee’s use of the Equipment or has an adverse effect on Lessor’s rights, interests, security or remedies in and to the Equipment or under this Agreement. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such Lien or encumbrance, if the same shall arise at any time; provided that Lessee may in good faith contest any such Lien or encumbrance, if it provides reasonable security to Lessor against any loss or forfeiture upon Lessor’s request. Except as expressly limited by this Section, Lessee shall promptly pay (a) all utilities, sales and other taxes, special assessments and other charges of any kind that are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part of either thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor; and (b) the fee charged by the California Debt and Investment Advisory Commission with respect to this Agreement pursuant to Section 8856 (or any successor provision) of the California Government Code. Lessee shall also pay all utility and other charges incurred in the operation, use and maintenance of the Equipment. Lessee shall pay such taxes, assessments or charges as the same may become due; provided that, with respect to any such utilities, taxes, assessments or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term; provided, further, Lessee may, at Lessee’s expense and in its name, in good faith contest any such taxes, assessments, or other charges in good faith by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves have been established in accordance with generally accepted accounting principles, and, in the event thereof such taxes, assessments, or other charges so contested and reserved may remain unpaid during the period of such contest and any appeal therefrom. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. During the Lease Term, Lessor will not claim ownership of the Equipment for the purposes of any tax credits, benefits or deductions with respect to the Equipment. Section 7.02. Insurance. Lessee shall during the Lease Term maintain or cause to be maintained (a) casualty insurance naming Lessor and its assigns as loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the greater of (i) the then applicable Prepayment Price of the Equipment or (ii) the replacement cost of the Equipment; (b) liability insurance naming Lessor Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:28 Menifee Mayor and City Council September 1,2021 Page 256 of 349 CA Appropriation 72016 -21- 4 3 7 7 0 and its assigns as additional insured that protects Lessor from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage), and in all events in form and amount satisfactory to Lessor; and (c) worker’s compensation coverage as required by the laws of the State; provided that, with Lessor’s prior written consent, Lessee may self-insure against the risks described in clauses (a) and/or (b). In the event Lessee is permitted, at Lessor’s sole discretion, to self-insure as provided in this Section 7.02, Lessee shall provide to Lessor a self-insurance letter in substantially the form attached hereto as Exhibit F. Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout the Lease Term. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification. Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under this Agreement. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into of this Agreement or any of the transactions contemplated hereby, (b) the ordering, acquisition, ownership use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Equipment, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee under or in connection with this Agreement or any material misrepresentation provided by Lessee under or in connection with this Agreement. The provisions of this Section 7.03 shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. Section 7.04. Lessee to Pursue Remedies Against Contractors and Sub-Contractors and Their Sureties. In the event of a material default of WRCOG or any Vendor under any WRCOG Agreement or Vendor Agreement in connection with the acquisition, construction, maintenance and/or servicing of the Equipment or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to the Equipment, Lessee will promptly proceed to exhaust its remedies against WRCOG or the Vendor in default, as applicable (although all such remedies shall be exercised by Lessee, the order of exercising remedies may be prioritized in the most efficient manner). Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds and adjustments or otherwise in connection with the foregoing (“Vendor Proceeds”) shall be paid to Lessor and applied against Lessee’s obligations hereunder pursuant to the prepayment provisions in Section 10.01(b), unless otherwise approved in writing by Lessor. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:29 Menifee Mayor and City Council September 1,2021 Page 257 of 349 CA Appropriation 72016 -22- 4 3 7 7 0 Section 7.05. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order or shall fail to maintain any insurance required by Section 7.02, Lessor may, but shall be under no obligation to, maintain and repair the Equipment or obtain and maintain any such insurance coverages, as the case may be, and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date advanced until paid at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less; provided, however, Lessor shall provide notice to Lessee of any such event. ARTICLE VIII Section 8.01. Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to prepay the obligations hereunder in accordance with Section 10.01(b). If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a similar quality, type, utility and condition at least as good as the Replaced Equipment and shall be of equal or greater value than the Replaced Equipment. Subject to the Light Pole License Agreement, if applicable, Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, Liens, security interests and encumbrances, excepting only those Liens created by or through Lessor, and the Light Pole License Agreement, if applicable, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the aforementioned documentation relating to the Replacement Equipment (such as documentation evidencing Lessee’s title to the Replacement Equipment free and clear of all claims, Liens, security interests and encumbrances subject only to Lessor’s security interest in the Replacement Equipment), on or before the next Rental Payment Date after the occurrence of a casualty event, or be required to exercise its option to prepay the obligations hereunder with respect to the damaged Equipment in accordance with Section 10.01(b). For purposes of this Article VIII, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:30 Menifee Mayor and City Council September 1,2021 Page 258 of 349 CA Appropriation 72016 -23- 4 3 7 7 0 threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof. Section 8.02. Insufficiency of Net Proceeds. (a) If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall, to the extent permitted by law and in any event solely from legally available funds, either (i) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (ii) pay or cause to be paid to Lessor the amount of the then applicable Prepayment Price, and, upon such payment, the Lease Term shall terminate and Lessor’s security interest in the Equipment shall terminate as provided in Section 6.01 hereof. (b) If (x) at least 10% and no more than 50% of the Equipment under this Agreement is destroyed, or is damaged by fire or other casualty or title to, or the temporary use of, at least 10% and no more than 50% of the Equipment under this Agreement shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, and (y) the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to in Section 8.01, then, no more than once during the Lease Term, in lieu of paying the full applicable Prepayment Price as described in Section 8.02(a)(ii) above, Lessee shall have the option of partially prepaying the related Rental Payments pursuant to Section 10.01(b)(2) hereof from legally available funds. (c) The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after prepaying Rental Payments in full and purchasing such Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section 8.02 to complete such replacement, repair, restoration, modification or improvement, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX Section 9.01. Disclaimer of Warranties. Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Equipment, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of the Equipment shall be on an “as is” basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or service provided for in this Agreement. Section 9.02. Amendments of Transaction Documents; Warranties. (a) Lessee covenants that it shall not amend, modify, rescind, waive or alter the Paying Agent Agreement without the prior written consent of Lessor. (b)Reserved. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:31 Menifee Mayor and City Council September 1,2021 Page 259 of 349 CA Appropriation 72016 -24- 4 3 7 7 0 (c) Lessee covenants that without the prior written consent of the Lessor it shall not amend, modify, rescind, waive or alter (or permit the assignment or transfer of) any Pole Agreement, any Light Pole License Agreement, the Implementation Agreement, the Professional Services Agreement, the WRCOG EPA or any Vendor Agreement if doing so could result in a Material Adverse Change or a Material Adverse Effect. (d) Lessee covenants to provide Lessor with at least fifteen (15) business days’ prior written notice of any proposed amendment, modification, rescission, waiver, assignment, transfer or alteration (each a “Change”) of any Pole Agreement, any Light Pole License Agreement, the Implementation Agreement, the Professional Services Agreement, the WRCOG EPA and/or any Vendor Agreement, in each case that the Change will not result in a Material Adverse Change or a Material Adverse Effect. (e) Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as no Event of Non-appropriation has occurred and Lessee shall not be in default under this Agreement, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Southern California Edison under the Pole Agreement or WRCOG under the WRCOG Agreements or Vendor under the Vendor Agreements. Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against Southern California Edison under the Pole Agreement, if applicable, WRCOG and the applicable Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor hereunder, including the right to receive full and timely Rental Payments and other payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties relating to any Equipment. ARTICLE X Section 10.01. Prepayment Option. In addition to the prepayment provided by Section 4.05 hereof, Lessee shall have the option to prepay (or satisfy, pursuant to (c) below) its obligations hereunder at the following times and upon the following terms: (a)Optional Prepayment. From and after the date specified (if any) in the Payment Schedule (the “Prepayment Option Commencement Date”), on the Rental Payment Dates specified in the Payment Schedule, upon not less than thirty (30) days’ prior written notice, and upon payment in full of the sum of (i) the Rental Payments then due and all other amounts then owing hereunder plus (ii) the then applicable Prepayment Price, which shall include a prepayment premium on the unpaid Outstanding Balance as set forth in the Payment Schedule plus (iii) all other amounts then owing hereunder; or (b)Casualty, Condemnation or Vendor Proceeds Prepayment. (1) In the event of substantial damage to or destruction, title defect or condemnation of all or a majority of the Equipment (i.e. more than 50% of the Equipment) or in the event Lessee receives Vendor Proceeds in an amount at least equal to the outstanding Principal Portion of Rental Payments, on the day specified in Lessee’s notice to Lessor of its exercise of the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:32 Menifee Mayor and City Council September 1,2021 Page 260 of 349 CA Appropriation 72016 -25- 4 3 7 7 0 prepayment option (which shall be the earlier of the next applicable Rental Payment Date or sixty (60) calendar days after the casualty, title defect or condemnation event or receipt of such Vendor Proceeds) upon payment in full to Lessor (A) in the event such prepayment occurs on a Rental Payment Date, the sum of (i) all Rental Payments then due plus (ii) the then applicable Prepayment Price, which shall include a prepayment premium on the unpaid Outstanding Balance as set forth in the Payment Schedule plus (iii) all other amounts then owing hereunder or (B) in the event such prepayment occurs on a date other than a Rental Payment Date, the sum of (i) of the applicable Prepayment Price shown on the Payment Schedule for the Rental Payment Date immediately preceding the prepayment date (or if such prepayment date occurs prior to the first Rental Payment Date, the earliest Prepayment Price shown on the Payment Schedule), which shall include a prepayment premium on the unpaid Outstanding Balance as set forth in the Payment Schedule plus (ii) accrued interest at the Contract Rate on the Outstanding Balance as of the Rental Payment Date immediately preceding the applicable prepayment date from such Rental Payment Date (or if such prepayment date occurs prior to the first Rental Payment Date, the Commencement Date) to such prepayment date plus (iii) all other amounts then owing hereunder; or (2) If (A)(x) at least 10% and no more than 50% of the Equipment is destroyed, or is damaged by fire or other casualty or title to, or the temporary use of at least 10% and no more than 50% of the Equipment shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, and (y) the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to in Section 8.01, or (B) Lessee receives any Vendor Proceeds in an amount less than the outstanding Principal Portion of Rental Payments, then, no more than once during the Lease Term, in lieu of paying the full applicable Prepayment Price for the Equipment as described in Section 10.01(b)(1) above, Lessee shall have the option of partially prepaying the Rental Payments by paying or causing to be paid to Lessor on the Partial Prepayment Date the principal portion of Rental Payments that are then unpaid under this Agreement in the amount equal to the Disposed Equipment Prepayment Amount plus accrued interest on such amount from the Rental Payment Date next preceding the applicable Partial Prepayment Date to such date plus all other amounts then due and owing by Lessee under this Agreement. If a Partial Prepayment Date is also a Rental Payment Date, Lessee shall also pay any Rental Payment due as of such date and all other amounts then due and owing by Lessee hereunder. Upon Lessor’s receipt of the Disposed Equipment Prepayment Amount on the applicable Partial Prepayment Date plus all other amounts then due and owing by Lessee under this Section 10.01(b)(2), Lessor shall adjust the Rental Payments to be paid by Lessee from and after the applicable Partial Prepayment Date to reflect credit for payment of the Disposed Equipment Prepayment Amount as directed by Lessor either in the inverse order of the applicable Rental Payment Dates or on a pro rata basis (after giving effect to the application of such partial prepayment to remaining Rental Payments on an inverse or pro rata basis) for the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:33 Menifee Mayor and City Council September 1,2021 Page 261 of 349 CA Appropriation 72016 -26- 4 3 7 7 0 remainder of the Scheduled Term will satisfy the proviso set forth above in this Section 10.01(b)(2); or (c)Payment in Full. Upon the expiration of the Lease Term, upon payment in full of all Rental Payments then due and all other amounts then owing hereunder to Lessor. After (i) payment of the applicable Prepayment Price and all other amounts then owing hereunder in accordance with Section 10.01(a) or (b) of this Agreement or (ii) upon the expiration of the Lease Term, payment in full of all Rental Payments then due and all other amounts then owing hereunder in accordance with Section 10.01(c) of this Agreement, Lessor’s security interests in and to the Equipment (or portion thereof so prepaid) will be terminated and Lessee will own such Equipment (or portion thereof so prepaid) free and clear of Lessor’s security interest in such Equipment. ARTICLE XI Section 11.01. Assignment by Lessor. Lessor is entering into this Agreement for its own account without a present intention to sell, or transfer, however (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, its security interest in the Collateral (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub-assignees, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments to more than one hereinafter defined Lease Servicer at a time (or if the Paying Agent Agreement is in effect, to anyone other than the Paying Agent under the Paying Agent Agreement), to send notices or otherwise to deal with respect to matters arising hereunder with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation under this Agreement. Lessor shall endeavor to provide written notice of any such assignment or reassignment at least three (3) business days prior to such assignment or reassignment, but in any event Lessor shall provide Lessee with such notice prior to any such assignment or reassignment (and such notice shall disclose the name and address of each such assignee and the Lease Servicer, Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:34 Menifee Mayor and City Council September 1,2021 Page 262 of 349 CA Appropriation 72016 -27- 4 3 7 7 0 if any). Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub- assignees of any of the Assigned Rights (or any interest therein). To the extent applicable, Lessor shall comply with Sections 5950-5955 of the California Government Code and any other applicable law in assigning the Assigned Rights, and Lessee shall not be responsible for Lessor’s non-compliance with applicable law in connection with an assignment. (b) Subject to Section 11.01(a), unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee, identifies the new sole Lease Servicer, if applicable, and an investment letter in substantially the form attached as Exhibit L attached hereto (the “Investor Letter”) from such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer and no Investor Letter is required; provided further that any such assignment, transfer or conveyance shall occur only on a private placement basis (and not pursuant to any “public offering”). Notices of assignment provided pursuant to this Section 11.01(b) shall contain a confirmation of compliance with the transfer requirements imposed by Section 11.01(a) hereof. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor, Southern California Edison, WRCOG or any Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Equipment and all rights in, to and under this Agreement related to such Equipment. (c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the form of Exhibit H attached hereto within five (5) business days after its receipt of such request. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee’s right, title, and interest in, to and under this Agreement or any portion of the Equipment may be assigned, encumbered or subleased by Lessee for any reason, and any purported assignment, encumbrance or sublease without Lessor’s prior written consent shall be null and void. ARTICLE XII Section 12.01. Events of Default Defined. Any of the following events shall constitute an “Event of Default” under this Agreement: (a) Failure by Lessee to (i) pay any Rental Payment or other payment required to be paid under this Agreement within ten (10) days after the date when due as specified herein, (ii) maintain insurance as required herein, or (iii) observe and perform any Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:35 Menifee Mayor and City Council September 1,2021 Page 263 of 349 CA Appropriation 72016 -28- 4 3 7 7 0 covenant, condition or agreement on its part to be observed or performed under Section 2.01(k), 2.01(r), 2.01(u), 2.01(w), 5.03, 6.01 or 6.02 hereof; (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee 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 Lessor or any affiliate of Lessor, or (ii) arises under any obligation for governmental funds (other than enterprise revenues specifically and solely pledged to the repayment of other obligations) under which there is outstanding, owing or committed an aggregated amount in excess of $1,000,000 in each case under which the Lessee is an obligor, and such default remains uncured following the applicable cure period, if any, and either (1) arises from a failure to pay any amounts due with respect to such agreement for borrowing money, lease financing of property or provision of credit and/or (2) causes or permits amounts to become immediately due and payable in full as a result of such default. In event of a default under this 12.01(d), prior to exercising any remedies under Section 12.02 of this Agreement, the Lessor shall enter into good faith negotiations with Lessee to ensure the continued payment of Rental Payments and performance of Lessee’s obligations under this Agreement; (e) Lessee shall (i) apply for, or consent to, the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization, moratorium, liquidation, readjustment or insolvency proceeding; (f) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator for Lessee or of all or a substantial part of the assets of Lessee, in each case without its Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:36 Menifee Mayor and City Council September 1,2021 Page 264 of 349 CA Appropriation 72016 -29- 4 3 7 7 0 application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days; (g) Any Pole Agreement shall be terminated (whether by Lessee, the Pole Owner or otherwise) for any reason whatsoever prior to such time as full and marketable title in the Equipment purchased thereunder has passed to and vested in Lessee; or (h) Any license granted pursuant to any Pole Agreement and relating to any Equipment shall be canceled, terminated, suspended, revoked or otherwise not in full force and effect at any time during the Lease Term. Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be immediately due and payable; (b) With or without terminating the Lease Term, but subject to the Light Pole License Agreement, Lessor may enter the premises where the Equipment is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the State of California as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by Lessee and other amounts hereunder that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies hereunder, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment, any costs related to removal of equipment owned by Southern California Edison or other equipment, and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the provisions of Section 3.03 and provided, that to the extent that such net proceeds (after payment of costs) exceed the sum of the remaining Rental Payments and any other amounts due to Lessor hereunder, Lessor shall promptly pay the amount of such excess to Lessee. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities hereunder or with respect to the Equipment; (c)Reserved; and/or (d) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under this Agreement or as a secured party in any or all of the Equipment. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:37 Menifee Mayor and City Council September 1,2021 Page 265 of 349 CA Appropriation 72016 -30- 4 3 7 7 0 Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article XII it shall not be necessary to give any notice other than such notice as may be required in this Article XII. ARTICLE XIII Section 13.01. Notices. All notices, certificates or other communications under this Agreement shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee. Section 13.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 13.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.04. Amendments, Changes and Modifications. This Agreement may only be amended by Lessor and Lessee in writing. Section 13.05. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, that only Counterpart No. 1 of this Agreement shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. Section 13.06. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State. The parties hereto consent to jurisdiction in the State of California and venue in any state or Federal court located in the County of Riverside, California. Section 13.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 13.08. Entire Agreement. The parties agree that this Agreement constitutes the final and entire agreement between the parties superseding all conflicting terms or provisions of any prior proposals, term sheets, solicitation documents, requests for proposals, award notices, approval letters or any other agreements or understandings between the parties. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:38 Menifee Mayor and City Council September 1,2021 Page 266 of 349 CA Appropriation 72016 -31- 4 3 7 7 0 Section 13.09. Benefits Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person or entity other than Lessee, Lessor (and permitted assigns and Lease Servicer, if any) any right, remedy or claim under or by reason of this Agreement. Section 13.10. Amendment and Restatement. (a) This Agreement shall become effective on the Commencement Date and shall supersede, amend and restate all provisions of the Original Agreement as of such date. From and after the Commencement Date, all references made to the Original Agreement in any instrument or document shall, without more, be deemed to refer to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Agreement” referred to in the Original Agreement shall from and after the date hereof be deemed a reference to this Agreement. (b) This Agreement supersedes the Original Agreement, insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement, but does not constitute a novation of the Original Agreement or any of the obligations under the Original Agreement. Without in any way limiting the terms of the Original Agreement, the Lessee confirms that the existing Liens provided for hereunder continue the Liens granted pursuant to the Original Agreement. Section 13.11. No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated by this Agreement (including in connection with any amendment, waiver or other modification hereof or of any other related document), the Lessee acknowledges and agrees that: (a) (i) the transactions regarding this Agreement provided by the Lessor and any affiliate thereof are arm’s-length commercial transactions between the Lessee, on the one hand, and the Lessor and its affiliates, on the other hand, (ii) the Lessee has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Lessee is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and by the other related documents; (b) (i) the Lessor and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Lessee, or any other person and (ii) neither the Lessor nor any of its affiliates has any obligation to the Lessee with respect to the transactions contemplated by this Agreement except those obligations expressly set forth herein and in the other related documents; and (c) the Lessor and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Lessee, and neither the Lessor nor any of its affiliates has any obligation to disclose any of such interests to the Lessee. To the fullest extent permitted by law, the Lessee, hereby waives and releases any claims that it may have against the Lessor or any of its affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Agreement. Section 13.12. Electronic Signatures. The Related Agreements may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Related Agreements and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:39 Menifee Mayor and City Council September 1,2021 Page 267 of 349 CA Appropriation 72016 -32- 4 3 7 7 0 shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable. [Remainder of Page Intentionally Left Blank] [Signature Page Follows] Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:40 Menifee Mayor and City Council September 1,2021 Page 268 of 349 [Signature Page of Amended and Restated Equipment Lease/Purchase Agreement] IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: Banc of America Leasing & Capital, LLC City of Menifee, California 11333 McCormick Road 29844 Haun Road Hunt Valley II Menifee, CA 92586 M/C MD5-032-07-05 Attention: Wendy Preece Hunt Valley, MD 21031 Phone No.: (951) 723-3714 Attention: Contract Administration Fax No.: (951) 679-2568 Fax No.: (443) 541-3057 By: _______________________________ By:____________________________________ Name:__________________________ Name: ______________________________ Title:___________________________ Title: _______________________________ (Seal) Attest: By:____________________________________ Name: ______________________________ Title: _______________________________ Counterpart No. _____ of _____ manually executed and serially numbered counterparts. To the extent that this Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security interest or ownership herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:41 Menifee Mayor and City Council September 1,2021 Page 269 of 349 LIST OF EXHIBITS Exhibit A — Equipment Schedule Exhibit B — Payment Schedule Exhibit C-1 — Form of Authorizing Resolution Exhibit C-2 — Form of Incumbency and Authorization Certificate Exhibit D — Form of Opinion of Counsel Exhibit E — Reserved Exhibit F — Form of Self-Insurance Certificate Exhibit G — Description of Additional Lessee-Owned Streetlights Exhibit H — Form of Notice and Acknowledgement of Assignment Exhibit I — Reserved Exhibit J — Reserved Exhibit K — Reserved Exhibit L — Form of Investor Letter Exhibit M — Reserved Exhibit N — Permitted Encumbrances on Real Property Exhibit O — Form of Notice of Retired Streetlights Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:42 Menifee Mayor and City Council September 1,2021 Page 270 of 349 A-1 EXHIBIT A EQUIPMENT SCHEDULE The Equipment includes: (i) any and all of the equipment and other property (A) now existing or hereafter acquired or installed with proceeds of the Agreement including, but not limited to, street light poles (as further described below under the heading Streetlight ID Information and as described in Exhibit G to the Agreement), street lighting conversion equipment, and energy conservation equipment (including all machinery, equipment, items, parts, materials and all other property) to be acquired and installed thereon or with respect thereto, and (B) all machinery, equipment, items, parts, materials and all other property now existing or hereafter acquired and installed pursuant to that certain (a) Appendix 5 to the WRCOG EPA, (b) Appendix 5 to the Professional Services Agreement, and (c) the Implementation Agreement (whether such goods constitute inventory, equipment or fixtures under, and as such terms are defined in, Article 9 of the California Commercial Code) and related improvements and equipment, and all replacements, repairs, restorations, modification and improvements thereof, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereof; (ii) any property acquired in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of the property described in clause (i); and (iii) any accessories, parts and appurtenances appertaining or attached to any of such property or from time to time incorporated therein or installed thereon. The Equipment includes, but is not limited to 6,806 streetlight poles, the LED lamps installed therein and the other related items therein or attached thereto (as described above). Such streetlight poles include (i) the 255 streetlight poles as listed on Exhibit G hereto, the LED lamps installed therein and the other related items therein or attached thereto, and (ii) the 6,551 street light poles, the LED lamps installed therein and the other related items therein or attached thereto (as described above), identified by the streetlight ID numbers and other identifying information set forth below: Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:43 Menifee Mayor and City Council September 1,2021 Page 271 of 349 B-1 EXHIBIT B PAYMENT SCHEDULE RENTAL PAYMENT DATE PAYMENT AMOUNT INTEREST PORTION PRINCIPAL PORTION OUTSTANDING BALANCE PREPAYMENT PRICE (including prepayment premium, if applicable) 12/1/21 $ 294,418.81 $ 42,757.17 $ 251,661.64 $6,103,919.22 N/A 6/1/22 294,418.81 91,253.60 203,165.21 5,900,754.01 N/A 12/1/22 294,418.81 88,216.28 206,202.53 5,694,551.48 N/A 6/1/23 294,418.81 85,133.55 209,285.26 5,485,266.22 N/A 12/1/23 294,418.81 82,004.73 212,414.08 5,272,852.14 N/A 6/1/24 294,418.81 78,829.14 215,589.67 5,057,262.47 N/A 12/1/24 294,418.81 75,606.08 218,812.73 4,838,449.74 N/A 6/1/25 294,418.81 72,334.83 222,083.98 4,616,365.76 N/A 12/1/25 294,418.81 69,014.67 225,404.14 4,390,961.62 N/A 6/1/26 294,418.81 65,644.88 228,773.93 4,162,187.69 N/A 12/1/26 294,418.81 62,224.71 232,194.10 3,929,993.59 $4,008,593.46 6/1/27 294,418.81 58,753.41 235,665.40 3,694,328.19 3,768,214.75 12/1/27 294,418.81 55,230.21 239,188.60 3,455,139.59 3,524,242.38 6/1/28 294,418.81 51,654.34 242,764.47 3,212,375.12 3,276,622.62 12/1/28 294,418.81 48,025.01 246,393.80 2,965,981.32 3,025,300.95 6/1/29 294,418.81 44,341.42 250,077.39 2,715,903.93 2,770,222.01 12/1/29 294,418.81 40,602.77 253,816.04 2,462,087.89 2,511,329.65 6/1/30 294,418.81 36,808.22 257,610.59 2,204,477.30 2,248,566.85 12/1/30 294,418.81 32,956.94 261,461.87 1,943,015.43 1,981,875.74 6/1/31 294,418.81 29,048.08 265,370.73 1,677,644.70 1,711,197.59 12/1/31 294,418.81 25,080.79 269,338.02 1,408,306.68 1,436,472.81 6/1/32 294,418.81 21,054.19 273,364.62 1,134,942.06 1,157,640.90 12/1/32 294,418.81 16,967.38 277,451.43 857,490.63 874,640.44 6/1/33 294,418.81 12,819.49 281,599.32 575,891.31 587,409.14 12/1/33 294,418.81 8,609.58 285,809.23 290,082.08 295,883.72 6/1/34 294,418.81 4,336.73 290,082.08 0.00 0.00 TOTAL $7,654,889.06 $1,299,308.20 $6,355,580.86 Contract Rate. The Contract Rate is 2.99% per annum. Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date is December 1, 2026. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:44 Menifee Mayor and City Council September 1,2021 Page 272 of 349 [Signature Payment to Payment Schedule] LESSOR: BANC OF AMERICA LEASING & CAPITAL, LLC By:_________________________________ Name: ___________________________ Title: ____________________________ LESSEE: CITY OF MENIFEE, CALIFORNIA By:___________________________________ Name:_____________________________ Title:______________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:45 Menifee Mayor and City Council September 1,2021 Page 273 of 349 C-1-1 EXHIBIT C-1 FORM OF AUTHORIZING RESOLUTION RESOLUTION NO. _________ AUTHORIZING THE EXECUTION AND DELIVERY OF (1) AMENDED AND RESTATED EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL, LLC; (2) AMENDED AND RESTATED PAYING AGENT AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL, LLC, WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND WILMINGTON TRUST, NATIONAL ASSOCIATION; AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Menifee (the “City”) is a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California; and WHEREAS, the City desired to finance certain improvements (the “Improvements”) consisting of the acquisition of certain street lights and the installation of certain energy savings equipment thereto as described in that certain Purchase and Sale Agreement dated April 6, 2017 (as amended and supplemented, the “Purchase Agreement”) by and between the City and Southern California Edison, a California corporation; and WHEREAS, the City desired to provide for financing of $__________ for the acquisition and installation of the Improvements by previously entering into an equipment lease/purchase agreement; and WHEREAS, Banc of America Leasing & Capital, LLC (“Banc of America”) has proposed a cost-effective lease purchase financing arrangement for refinancing the cost of the acquisition and installation of the Improvements, as set forth under the Amended and Restated Equipment Lease/Purchase Agreement (the “Agreement”) between Banc of America and the City, the form of which has been presented to the City and is on file with the City Clerk; and WHEREAS, the City desires to provide for such refinancing in the approximate amount of $______; and WHEREAS, the City has determined that this lease financing arrangement is the most economical means for providing the Improvements to the City; and WHEREAS, as a condition of the Agreement, the City must properly maintain, repair and replace such streetlights (the “Services”) during the term of the Lease Agreement; and WHEREAS, the City believes that it can achieve economies of scale for such Services if the City authorizes Western Riverside Council of Governments (“WRCOG”) to administer the Services on behalf of the City and other member agencies of WRCOG; and Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:46 Menifee Mayor and City Council September 1,2021 Page 274 of 349 C-1-2 WHEREAS, to allow WRCOG to administer the Services, the City previously entered into an Implementation Agreement (the “Implementation Agreement”) with WRCOG; and WHEREAS, the City desires to enter into the Amended and Restated Paying Agent Agreement (the “Paying Agent Agreement”) with Banc of America and Wilmington Trust, National Association, and WRCOG pursuant to which funds deposited in accordance with the Agreement and Implementation Agreement will be held and disbursed, the form of which has been presented to the City and is on file with the City Clerk. NOW, THEREFORE, it is resolved by the City Council of the City of Menifee, California as follows: SECTION 1. CEQA. Based upon its review of the entire record before the City Council, the City Council in its role as a CEQA responsible agency hereby finds and determines that the proposed Agreement, as part of the [DESCRIBE PROJECT], is categorically exempt from environmental review under CEQA pursuant to State CEQA Guidelines §§ 15301, 15302, 15303 and 15061(b)(3). The Class 1 exemption specifically 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. The lease financing arrangement will provide Improvements that require the maintenance on existing streetlights and does not involve an expansion of the floor area of the structures. The replacement of the bulbs to high-efficiency bulbs is a minor alteration. It does not change the use of the street lights, and is more beneficial in terms of reduced energy use and improved public safety. The Class 2 exemption specifically 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. The Improvements will have the same purpose as the existing streetlights and the new LED bulbs will not exceed the capacity of the existing bulbs. The Class 3 exemption specifically exempts from further CEQA review the construction and location of limited numbers of new, small facilities or structures; 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. The Improvements include the installation of new LED bulbs in existing small structures and general maintenance in accordance with the Class 3 exemption. 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 Improvements include the retrofitting of light poles within the City’s jurisdiction, 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 Improvements will not result in a cumulative impact from successive projects of the same type in the same place, over time, as they entail the upgrade of bulbs on all currently owned SCE fixtures within the City’s jurisdiction. There are no unusual circumstances surrounding the Improvements that result in a reasonable possibility of a significant effect on the environment, as there are no sensitive resources on the existing pole sites and the Improvements do not involve structural modifications. The replacement of bulbs and maintenance of existing Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:47 Menifee Mayor and City Council September 1,2021 Page 275 of 349 C-1-3 structures will not damage scenic resources, including trees, historic buildings, rock outcroppings, or similar resources. The Improvements will not take place on any hazardous waste sites or 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. The Improvements to be provided as part of the lease financing arrangement are also exempt from CEQA pursuant to State CEQA Guidelines Section 15061(b)(3), which exempts a Project if “the activity is covered by the general rule that CEQA applies only to projects which 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 may have a significant effect on the environment, the activity is not subject to CEQA.” The execution of the Agreement regarding the Improvements project involves replacing existing light bulbs in City’s jurisdictions with LED technology bulbs. The Improvements do not involve an expansion of use or the bulbs’ capacity. Accordingly, there is no possibility that obtaining financing for the replacement of bulbs will have a significant effect on the environment. SECTION 2. Authorization and Approval of Agreement and Paying Agent Agreement. The City Council hereby approves and authorizes the City to enter into (a) the Agreement in a principal amount which shall not exceed $__________ in the form attached hereto as Exhibit A and incorporated hereby by reference, together with any changes therein or additions thereto which are deemed advisable by the City Manager, and (b) the Paying Agent Agreement in the form attached hereto as Exhibit B and incorporated hereby by reference, together with any changes therein or additions thereto which are deemed advisable by the City Manager. The City Manager is authorized and directed to take all steps and actions which are necessary to accomplish execution of the Agreement and Paying Agent Agreement pursuant to the authorization given by and the conditions specified in this resolution. The City Manager, or his designee, is authorized to execute the Agreement and the Paying Agent Agreement for and on behalf of the City. SECTION 3. Attestations. The City Clerk or other appropriate City officer is hereby authorized and directed to attest the signature of the City Manager or of such other person or persons as may have been designated by the City Manager, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Agreement and the Paying Agent Agreement. SECTION 4. Other Actions. The City Manager and his designees are each hereby authorized and directed, jointly and severally, to take any and all actions and to execute and deliver any and all agreements, documents and certificates which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms of this Resolution, the Agreement and the Paying Agent Agreement. Such actions are hereby ratified, confirmed and approved. SECTION 5. General Liability. Nothing contained in this Resolution, the Agreement nor any other instrument shall be construed with respect to the City, as Lessee, as incurring a pecuniary liability or charge upon the general credit of the City, as Lessee, or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City, as Lessee, or any charge upon its general credit or against its taxing power, except to the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:48 Menifee Mayor and City Council September 1,2021 Page 276 of 349 C-1-4 extent that the Rental Payments payable under the Agreement are limited obligations of the City, as Lessee, subject to annual appropriation by its governing body, as provided in the Agreement. SECTION 6. Appointment of Authorized Lessee Representatives. The City Manager and her or his designees (the “Authorized Representatives”) are each hereby designated to act as authorized representatives of the City, as Lessee, for purposes of the Agreement until such time as the governing body of the City, as Lessee, shall designate any other or different authorized representative for purposes of the Agreement. SECTION 7. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. SECTION 8. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof. SECTION 9. Location and Custodian of Records. The documents and materials associated with the action that constitute the record of proceedings on which these findings are based are located at [insert address and name]. SECTION 10. CEQA Notice of Exemption. The City Council hereby directs staff to prepare and file a Notice of Exemption with the Riverside County Clerk within five (5) working days of the approval of the proposed project. SECTION 11. Effect. This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this ___ day of __________, 2018, by the following vote: AYES: NOES: ABSTENTIONS: ABSENT: Approved: ___________________, Mayor Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:49 Menifee Mayor and City Council September 1,2021 Page 277 of 349 C-1-5 Attest: ___________________, City Clerk Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:50 Menifee Mayor and City Council September 1,2021 Page 278 of 349 EXHIBIT C-2 FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE The undersigned, a duly elected or appointed and acting City Clerk of the City of Menifee, California (“Lessee”) certifies as follows: A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the original or facsimile signatures below are true and correct as of the date hereof; B. The Resolution of Lessee’s City Council, No. [_______], dated [______], authorized the Officials, on behalf of Lessee, to negotiate, execute and deliver the Amended and Restated Equipment Lease/Purchase Agreement dated as of September 10, 2021 by and between Lessee and Banc of America Leasing & Capital, LLC (“Lessor”), the Amended and Restated Paying Agent Agreement dated as of September 10, 2021 by and among Lessee, Western Riverside Council of Governments (“WRCOG”), Lessor and Wilmington Trust, National Association and all documents related thereto and delivered in connection therewith (collectively, the “Agreements”). Name of Official Title Signature Armando G. Villa City Manager _____________________ Rochelle Clayton Assistant City Manager _____________________ Dated: September 10, 2021 By:____________________________________ Name: Sarah A. Manwaring Title: City Clerk (The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:51 Menifee Mayor and City Council September 1,2021 Page 279 of 349 D-1 EXHIBIT D FORM OF OPINION OF COUNSEL TO LESSEE (to be typed on letterhead of counsel) [Closing Date] Banc of America Leasing & Capital, LLC 11333 McCormick Road Mail Code: MD5-032-07-05 Hunt Valley, MD 21031 Attn: Contract Administration Re: Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021, between Banc of America Leasing & Capital, LLC, as Lessor, and the City of Menifee, California, as Lessee Ladies and Gentlemen: As legal counsel to the City of Menifee, California (“Lessee”), I have examined (a) an executed counterpart of a certain Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021 and Exhibits thereto by and between Banc of America Leasing & Capital, LLC (together with its successors, assigns and transferees, and as more particularly defined in the Agreement, “Lessor”) and Lessee (the “Agreement”), which, among other things, provides for the lease of certain property (the “Equipment”), a certain Amended and Restated Paying Agent Agreement dated as of September 10, 2021 by and among Lessee, Western Riverside Council of Governments (“WRCOG”), Lessor and Wilmington Trust, National Association, as paying agent and all documents related thereto and delivered in connection therewith, (b) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement and documents related thereto and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Paying Agent Agreement and the other WRCOG Agreements (as defined in the Agreement) are referred to collectively as the “Transaction Documents.” The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the foregoing documents. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:52 Menifee Mayor and City Council September 1,2021 Page 280 of 349 D-2 In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the Lessee. As used in this opinion, the phrase “to our current actual knowledge” means knowledge as we have obtained from (i) the incumbency and signature certificate of the Lessee, (ii) the representations and warranties contained in each closing certificate of the Lessee, and (iii) knowledge of facts or other information currently known to lawyers in our firm who have performed legal services for the Lessee. Based on the foregoing, I am of the following opinions: 1. Lessee is a city, duly organized and existing under the laws of the State. 2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents. 3. The Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Transaction Documents constitute legal, valid and binding obligations of Lessee enforceable in accordance with their respective terms. 4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws. 5. To our current actual knowledge there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined against the Lessee, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment or other collateral thereunder. All capitalized terms herein shall have the same meanings as in the Transaction Documents unless otherwise provided herein. Lessor and its successors, assigns and transferees are entitled to rely on this opinion. Sincerely, Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:53 Menifee Mayor and City Council September 1,2021 Page 281 of 349 E-1 EXHIBIT E RESERVED Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:54 Menifee Mayor and City Council September 1,2021 Page 282 of 349 F-1 EXHIBIT F FORM OF SELF INSURANCE CERTIFICATE Banc of America Leasing & Capital, LLC 11333 McCormick Road Mail Code: MD5-032-07-05 Hunt Valley, MD 21031 Attn: Contract Administration Re: Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021 (the “Agreement”) between Banc of America Leasing & Capital, LLC, as Lessor, and the City of Menifee, California, as Lessee In connection with the above-referenced Agreement, the City of Menifee, California (the “Lessee”), the Lessee warrants and represents to Banc of America Leasing & Capital, LLC the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. The Lessee is self-insured for damage or destruction to the Equipment. The dollar amount limit for property damage to the Equipment under such self-insurance program is $____________. [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee’s self-insurance limits for property damage to the Equipment which policy has a dollar limit for property damage to the Equipment under such policy of $____________.] 2. The Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. The dollar limit for such liability claims under the Lessee’s self-insurance program is $____________. [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee’s self-insurance limits for liability which policy has a dollar limit for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment in the amount of $____________.] [3]. The Lessee maintains a self-insurance fund. Monies in the self-insurance fund [are/are not] subject to annual appropriation. The total amount maintained in the self-insurance fund to cover Lessee’s self-insurance liabilities is $____________. [Amounts paid from the Lessee’s self-insurance fund are subject to a dollar per claim of $____________.] [3]. The Lessee does not maintain a self-insurance fund. The Lessee obtains funds to pay claims for which it has self-insured from the following sources: ______________________. Amounts payable for claims from the such sources are limited as follows: _________________. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:55 Menifee Mayor and City Council September 1,2021 Page 283 of 349 F-2 4. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. LESSEE: City of Menifee, California By:____________________________________ Name: ______________________________ Title: _______________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:56 Menifee Mayor and City Council September 1,2021 Page 284 of 349 G-1 EXHIBIT G DESCRIPTION OF ADDITIONAL LESSEE-OWNED STREETLIGHTS The Additional Lessee-Owned Streetlights (all of which constitute Equipment) includes, but is not limited to, the following 255 street light poles, the LED lamps installed therein and the other related items therein or attached thereto (as described in Exhibit A), identified by the streetlight ID numbers and other identifying information set forth below: Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:57 Menifee Mayor and City Council September 1,2021 Page 285 of 349 H-1 EXHIBIT H FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT DATED ____________ Banc of America Leasing & Capital, LLC (“Assignor”) hereby gives notice that it has assigned and sold to _______________________ (“Assignee”) all of Assignor’s right, title and interest in, to and under the Amended and Restated Equipment Lease/Purchase Agreement (the “Agreement”) dated as of September 10, 2021, between Assignor and the City of Menifee, California (“Lessee”), together with all exhibits, schedules, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith, the Rental Payments and other amounts due under the Agreement, all of Assignor’s right, title and interest in the Equipment (as defined in the Agreement), and all of Assignor’s right, title and interest in, to and under the Amended and Restated Paying Agent Agreement dated as of September 10, 2021 by and among Lessee, Western Riverside Council of Governments, Lessor and Wilmington Trust, National Association, as paying agent, together with the Collection Fund and the Rental Payment Subaccount and moneys and investments held from time to time therein (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount therein, each as defined therein) (collectively, the “Assigned Property”). Each capitalized term used but not defined herein has the meaning set forth in the Agreement. 1. For purposes of Section 11.01 of the Agreement, Lessee hereby acknowledges the effect of the assignment of the Assigned Property and absolutely and unconditionally agrees to continue to deliver to Wilmington Trust, National Association (the “Paying Agent”) all Rental Payments and other amounts coming due under the Agreement in accordance with the terms thereof, and the terms of the Paying Agent Agreement as defined therein, on and after the date of this Acknowledgment. The Investor Letter is attached hereto. It is hereby acknowledged that Lessee has never reviewed the agreement or any other instrument pursuant to which the assignment was made (the “Assignment Agreement”), assumes that such Assignment Agreement is valid and binding as between the Assignor and the Assignee, and relies on the representation (which is made hereby) that such assignment has been done in compliance with all applicable law. 2. Lessee and Assignor hereby agree that: (i) Assignee shall have all the rights of Lessor under the Agreement and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the Equipment in accordance with the terms of the Agreement, to declare a default and to exercise all rights and remedies thereunder in connection with the occurrence of an Event of Default or an Event of Non-appropriation in accordance with the Agreement; and (ii) except as provided in Section 3.03 of the Agreement, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in the Agreement shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:58 Menifee Mayor and City Council September 1,2021 Page 286 of 349 H-2 3. Lessee agrees that, as of the date of this Notice and Acknowledgment of Assignment (this “Acknowledgement”), the following information about the Agreement is true, accurate and complete: Number of Rental Payments Remaining –_______________ Amount of Each Rental Payment –$_______________ Total Amount of Rents Remaining –$_______________ Frequency of Rental Payments –_______________ Next Rental Payment Due –_______________ 4. The Agreement remains in full force and effect, has not been amended, no Event of Default (or event which with the passage of time or the giving of notice or both would constitute an Event of Default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened with respect thereto. 5. Assignor hereby acknowledges the transfer restrictions imposed by Section 11.01 of the Agreement and confirms that the assignment to Assignee has been made in accordance with the provisions of that Section. 6. Any inquiries of Lessee related to all Rental Payments and other amounts coming due pursuant to the Agreement on and after the date of this Acknowledgment should be remitted to the Paying Agent at the following address (or such other address as provided to Lessee in writing from time to time by the Paying Agent): Wilmington Trust, National Association 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Attn: David McGuire Phone: (714) 384-4179 Fax: (714) 384-4151 Email: dmcguire@WilmingtonTrust.com 7. Except as stated above in Section 6 hereof, any inquiries and/or notices of the Lessee related to the Agreement should be directed to Assignee at the address listed below: ______________________________ ______________________________ ______________________________ Attention: ______________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:59 Menifee Mayor and City Council September 1,2021 Page 287 of 349 H-3 ACKNOWLEDGED AND AGREED: LESSEE: CITY OF MENIFEE, CALIFORNIA By:_________________________________ Name: ___________________________ Title: ____________________________ ASSIGNOR: BANC OF AMERICA LEASING & CAPITAL, LLC By:_________________________________ Name: ___________________________ Title: ____________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:60 Menifee Mayor and City Council September 1,2021 Page 288 of 349 I-1 EXHIBIT I RESERVED Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:61 Menifee Mayor and City Council September 1,2021 Page 289 of 349 J-2 EXHIBIT J RESERVED Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:62 Menifee Mayor and City Council September 1,2021 Page 290 of 349 K-1 EXHIBIT K RESERVED Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:63 Menifee Mayor and City Council September 1,2021 Page 291 of 349 L-1 EXHIBIT L FORM OF INVESTOR LETTER I, ____________, ____________, of ____________ (the “Purchaser”) do hereby certify for and on behalf of the Purchaser as follows with respect to that certain $6,550,000.00 Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021 (the “Agreement”) between Banc of America Leasing & Capital, LLC, as Lessor, and the City of Menifee, California, as Lessee: 1. The Purchaser is a Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities Act of 1933, as amended or an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The Purchaser has such knowledge and experience in financial and business matters in general, and in transactions such as the financial arrangements contemplated by the Agreement in particular, that it is capable of evaluating and has evaluated the merits and risks of entering into the financial arrangements contemplated by the Agreement and the Purchaser understands the risks of its purchase of the Agreement. 2. The Purchaser has conducted its own investigation of the financial condition of the Lessee, the purpose for which the Agreement is being entered into and of the security for payment of the Rental Payments due under the Agreement, and has obtained such information regarding the Agreement and the Lessee and its operations, financial condition and financial prospects as the Purchaser deems necessary to make an informed investment decision with respect to is purchase of the Agreement. 3. The Purchaser is purchasing the Agreement for its own account and without a present intention to sell any portion thereof to any other person, provided that the Purchaser retains the right at any time to dispose of the Agreement or any interest therein as it may determine to be in its best interests and that any subsequent resale shall be made only in accordance with the Agreement and applicable securities laws. 4. The Purchaser acknowledges and agrees that the obligation of the Lessee to pay Rental Payments under the Agreement shall constitute a current expense of the Lessee and shall not in any way be construed to be a debt of the Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the Lessee, nor shall anything contained in the Agreement constitute a pledge of the full faith and credit or taxing power of the Lessee. 5. Each of the Lessee, WRCOG, the Lessee’s and WRCOG’s financial advisor and placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Agreement from its own financial, legal, tax and other advisors (and not from the Purchaser or its affiliates) to the extent that the Lessee, WRCOG, the Lessee’s and WRCOG’s financial advisor [or the placement agent] desires, should or needs to obtain such advice. The Purchaser expresses Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:64 Menifee Mayor and City Council September 1,2021 Page 292 of 349 L-2 no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to the Lessee, WRCOG, the Lessee’s and WRCOG’s financial advisor or the placement agent or any other party, or the correctness of any legal interpretation made by counsel or counsels to any such entity or any other party with respect to such matters. The Purchaser is not responsible for any the Lessee, WRCOG, the Lessee’s and WRCOG’s financial advisor or the placement agent or any other party’s compliance or noncompliance with any applicable law. DATED this _______ day of __________, 20__. [PURCHASER/ASSIGNEE] By:____________________________________ Name: ______________________________ Title: _______________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:65 Menifee Mayor and City Council September 1,2021 Page 293 of 349 M-1 EXHIBIT M RESERVED Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:66 Menifee Mayor and City Council September 1,2021 Page 294 of 349 N-1 EXHIBIT N PERMITTED ENCUMBRANCES ON REAL PROPERTY NONE Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:67 Menifee Mayor and City Council September 1,2021 Page 295 of 349 O-1 EXHIBIT O FORM OF NOTICE OF RETIRED STREETLIGHTS Banc of America Leasing & Capital, LLC 11333 McCormick Road Mail Code: MD5-032-07-05 Hunt Valley, MD 21031 Attn: Contract Administration Re: Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021 (as amended, the “Agreement”) between Banc of America Leasing & Capital, LLC, as Lessor, and the City of Menifee, California, as Lessee In connection with the above-referenced Agreement, the City of Menifee, California (the “Lessee”), the Lessee notifies, warrants and represents to Banc of America Leasing & Capital, LLC the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. (i) Pursuant to Section 5.04(c) of the Agreement, on _________, 20__1 (the “Retirement Date”) Lessee intends to retire ____ number of Streetlights and exclude them from Equipment and the Agreement. (ii) No Event of Default (or event which with the passage of time or the giving of notice or both would constitute an Event of Default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened with respect to the Agreement. All representations, warranties and covenants set forth in the Agreement are hereby reaffirmed for the benefit of Lessor and remain true and correct. (iii) Subject to the satisfaction of the requirements in Section 5.04(c) of the Agreement, Lessee may retire and exclude from the Equipment up to [63] Streetlights in the aggregate over the course of the Lease Term without prepayment or penalty or obligation to replace such Streetlights. (iv) The cumulative number of Retired Streetlights under the Agreement, including the Streetlights proposed to be retired in (i) above, will be ____ on the Retirement Date, which is less than or equal to the maximum amount of Streetlights permitted to be required under the Agreement (and described in (iii) above). 1 This should be a date that is at least 30 days following the date of this Notice. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:68 Menifee Mayor and City Council September 1,2021 Page 296 of 349 O-2 (v) After the proposed retirement of the Streetlights on the Retirement Date, the number of Streetlights that will remain subject to the Agreement will equal _____, consisting of ____ Lessee-Owned Streetlights and _____ Additional Lessee-Owned Streetlights. Please let us know if Lessor requires any other information or confirmations with respect to the Retired Streetlights, the Equipment and the Collateral. LESSEE: City of Menifee, California By:____________________________________ Name: ______________________________ Title: _______________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:69 Menifee Mayor and City Council September 1,2021 Page 297 of 349 Amended and Restated Paying Agent Agreement.pdf 2294932 AMENDED AND RESTATED PAYING AGENT AGREEMENT This AMENDED AND RESTATED PAYING AGENT AGREEMENT, dated as of September 10, 2021 (herein, as amended, modified or supplemented from time to time, this “Agreement”), among the CITY OF MENIFEE, a city existing under the laws of the State of California (the “Lessee”), BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Lessor”), the WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS, a joint powers authority formed under Government Code sections 6500 et seq. (“WRCOG”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (the “Paying Agent”). RECITALS WHEREAS, the Lessee and the Lessor are parties to that certain Amended and Restated Equipment Lease/Purchase Agreement, dated as of September 10, 2021 (as amended, modified, supplemented and renewed from time to time, together with all exhibits, schedules, annexes and other attachments thereto, the “Lease”) pursuant to which the Lessor will refinance acquisition, installation and retrofitting of certain Equipment to be leased by Lessee, subject to the terms and conditions thereof and make Rental Payments to the Lessor subject to the terms of the Lease. Terms defined in the Lease or the Implementation Agreement, as applicable, are used in this Agreement as therein defined, unless otherwise defined herein. WHEREAS, the Lessee, Lessor, WRCOG and the Paying Agent entered into that certain Paying Agent Agreement dated as of June 27, 2019, as amended by that certain First Amendment to Paying Agent Agreement dated as of October 28, 2020 (as amended, the “Original Agreement”) and wish to amend and restate the Original Agreement as set forth herein. WHEREAS, the Lessee is a party to that certain Implementation Agreement dated as of June 27, 2019 (as amended, modified, supplemented and renewed from time to time, together with all exhibits, schedules, annexes and other attachments thereto, the “Implementation Agreement” together with the Lease and this Agreement, referred to herein collectively as the “Related Agreements”) with WRCOG pursuant to which WRCOG will provide certain services to Lessee with respect to the retrofitting and regular maintenance, and repair services of the Equipment. WHEREAS, in order to facilitate the orderly distribution of payments under the Lease and the Implementation Agreement, the Lessee, the Lessor and WRCOG have agreed that the Lessee will make such payments to the Paying Agent to be distributed as provided herein. WHEREAS, the Lessee, the Lessor and WRCOG have agreed to appoint the Paying Agent to perform the duties and obligations specified herein, and the Paying Agent agrees to accept such appointment, all on the terms and conditions hereinafter set forth; and NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:70 Menifee Mayor and City Council September 1,2021 Page 298 of 349 -2- 4 3 7 7 1 ARTICLE I ACCOUNTS, DISBURSEMENTS AND RELEASES Section 1.1. Appointment of Paying Agent. The parties hereto hereby appoint Paying Agent to serve as Paying Agent hereunder. The Paying Agent hereby accepts such appointment and, upon receipt of any funds or Payments (defined below) from the Lessee in accordance with this Article I, agrees to hold and disburse the Payments in accordance with this Agreement. Section 1.2. Establishment of Collection Fund. The Paying Agent shall maintain, at the corporate trust office of the Paying Agent, a separate segregated account entitled “City of Menifee/Equipment Lease/Purchase Agreement, Account No. 136283-000” (the “Collection Fund”), to be held by the Paying Agent for the benefit of the Lessor and the Lessee. The Paying Agent shall maintain and establish the following separately segregated subaccounts within the Collection Fund: (a) the Rental Payment Subaccount; (b) the Paying Agent Fee Subaccount; (c) the Administrative Fee Subaccount; (d) the Annual Maintenance Subaccount; and (e) the Re-lamping Reserve Subaccount. The Paying Agent will deposit all Rental Payments, fees, costs or expenses due and owing to the Paying Agent under the Amended and Restated Paying Agent Agreement, administrative fees due and payable to WRCOG under the Implementation Agreement, payments owing with respect to Services provided by WRCOG under the Implementation Agreement, re-lamping reserve amounts, administrative fees and any other amounts received by it in connection with the Lease, the Implementation Agreement and this Agreement, together with any past due amounts of any of the foregoing (collectively, the “Payments”) into the Collection Fund for distribution only in accordance with Sections 1.3 and 1.8 hereof. All such Payments shall be promptly delivered by the Lessee to the Paying Agent for deposit hereunder in the Collection Fund. Paying Agent shall transfer all such Payments to the applicable subaccount within two business days after such deposit. Lessee shall be the owner of the Collection Fund and all subaccounts therein at all times, subject to the first priority perfected lien and security interest in the Collection Fund and the Rental Payment Subaccount therein in favor of the Lessor; provided that Lessor shall not have a security interest in the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re- lamping Reserve Subaccount; provided further that the parties hereto agree that no amounts shall be disbursed from the Collection Fund to any subaccount other than the Rental Payment Subaccount if at any time (x) Lessor exercises control over the Rental Payment Subaccount pursuant to Section 1.8 hereof, (y) Paying Agent receives notice that there is a deficiency in amounts required to be deposited to the Rental Payment Subaccount and/or (z) Paying Agent receives notice that an Event of Default or Event of Non-appropriation has occurred. Neither Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:71 Menifee Mayor and City Council September 1,2021 Page 299 of 349 -3- 4 3 7 7 1 Lessee nor Paying Agent shall create, incur, assume or permit to exist any assignment, lien, encumbrance or other security interest on the Collection Fund or the Rental Payment Subaccount except for the first priority perfected lien and security interest in the Collection Fund and the Rental Payment Subaccount therein in favor of the Lessor. Neither Lessee nor Paying Agent has any notice of any other assignment, encumbrance, lien or security interest in respect of the Collection Fund or any subaccount thereof which is currently outstanding, and neither Lessee nor the Paying Agent will consent to any other assignment, encumbrance, lien or security interest in respect of the Collection Fund or the Rental Payment Subaccount without the prior written consent of the Lessor. The Lessor shall have exclusive control over transfers, withdrawals, and other dispositions of funds from the Collection Fund and the Rental Payment Subaccount (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount) pursuant to the terms and conditions of the Lease and the Related Agreements. Other than disbursements expressly permitted pursuant to the terms of this Agreement, neither Lessee nor WRCOG may withdraw any Collateral (as hereinafter defined) from the Collection Fund (except for subaccounts other than the Rental Payment Subaccount) or the Rental Payment Subaccount without the prior written consent of Lessor. All amounts received in the Collection Fund and each subaccount therein shall be held by the Paying Agent in a segregated separate account for the purposes set forth herein, in accordance with the payment order established in Section 1.3, and will not be commingled with any other funds or accounts held by the Paying Agent. All amounts received in the Collection Fund and the Rental Payment Subaccount (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount) shall be held by the Paying Agent in trust for the benefit Lessor. All amounts received by Paying Agent as provided in this Agreement will be held un-invested with no liability of the Paying Agent for any interest thereon; provided that at the written direction of the Lessee, amounts in the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount may be invested from time to time. Section 1.3. Payments. Lessee shall transmit the amount due for each Payment no later than the due date as set forth in the Related Agreements. Provided that no Event of Default, Event of Non-appropriation and/or event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or an Event of Non-appropriation (each of the foregoing, a “Termination Event”) shall have occurred, within two business days following the receipt by the Paying Agent of any Payment, the Paying Agent shall deposit such Payments and all funds in the Collection Fund into the following subaccounts in the Collection Fund in the following order and priority: (a)First, all Payments and all money in the Collection Fund shall be deposited into the Rental Payment Subaccount to the exclusion of all the other subaccounts until there exists in the Rental Payment Subaccount funds sufficient to pay all Rental Payments then past due and owing plus an amount sufficient to pay all Rental Payments then due and owing plus an amount sufficient pay the sum of the Rental Payment Interest Portion plus the Rental Payment Principal Portion coming due on the next succeeding Payment Date as reflected on Annex I hereto, plus any past due amounts and interest thereon, fees, costs, expenses and any other amounts due to Lessor under the Lease or any Related Agreement. If money in the Collection Fund on a Payment Date is sufficient to pay all amounts described in the preceding sentence that are then due and payable, the Paying Agent shall Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:72 Menifee Mayor and City Council September 1,2021 Page 300 of 349 -4- 4 3 7 7 1 disburse funds in the Rental Payment Subaccount to the Lessor as and when due to Lessor pursuant to Annex I hereto, the Lease and the Related Agreement. If money in the Collection Fund on a Payment Date is not sufficient to pay all amounts described in the second preceding sentence that are then due and payable, the Paying Agent shall disburse funds in the Rental Payment Subaccount to Lessor to pay such amounts as directed by Lessor. (b)Second, after all amounts required by the preceding subparagraph (a) have been deposited in full, available money in the Collection Fund shall next be deposited into the Paying Agent Fee Subaccount in an amount sufficient to pay any fees, costs or expenses due and owing to the Paying Agent under this Agreement including in accordance with the column titled “Paying Agent Fee Subaccount” on Annex I attached hereto, together with any past due amounts due to the Paying Agent hereunder. The Paying Agent shall disburse funds in the Paying Agent Fee Subaccount to the Paying Agent as and when due. (c)Third, after all amounts required by the preceding subparagraphs (a) and (b) have been deposited in full, available money in the Collection Fund shall next be deposited into the Administrative Fee Subaccount in an amount sufficient to pay the amount of the administrative fees due and payable to WRCOG on the next succeeding Payment Date in accordance with the column titled “Administrative Fee Subaccount” on Annex I attached hereto, together with any past due administrative fee amounts owing to WRCOG. The Paying Agent shall disburse funds in the Administrative Fee Subaccount to WRCOG as and when due. (d)Fourth, after all amounts required by the preceding subparagraphs (a) through (c) have been deposited in full, available money in the Collection Fund shall next be deposited into the Annual Maintenance Subaccount in an amount equal to the amount set forth in the column titled “Annual Maintenance Subaccount” on Annex I attached hereto for the next succeeding payment date identified on Annex I, to pay amounts owing with respect to Services performed as described in the Implementation Agreement, plus any amounts due and unpaid with respect to Services performed pursuant to the Implementation Agreement. The Paying Agent shall disburse funds in the Annual Maintenance Subaccount to WRCOG or its subcontractors, if any, as and when due pursuant to invoices submitted by WRCOG. (e)Fifth, after all amounts required by the preceding subparagraphs (a) through (d) have been deposited in full, available money in the Collection Fund shall next be deposited into the Re-lamping Reserve Subaccount, if required, in an amount equal to the amount set forth in the column titled “Re-lamping Reserve Subaccount” on Annex I attached hereto for the next succeeding payment date identified on Annex I, to pay amounts owing with respect to Re-lamping Services as described in the Implementation Agreement, plus any amounts due and unpaid with respect to Re-lamping Services performed pursuant to the Implementation Agreement. The Paying Agent shall disburse funds in the Re- lamping Reserve Subaccount to WRCOG or its subcontractors, if any, as and when due pursuant to invoices submitted by WRCOG. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:73 Menifee Mayor and City Council September 1,2021 Page 301 of 349 -5- 4 3 7 7 1 (f)Sixth, after all amounts required by the preceding subparagraphs (a) through (e) have been deposited in full, available money in the Collection Fund shall be disbursed to Lessee. Notwithstanding anything herein to the contrary, if at any time the amount of Payments received or held by the Paying Agent in the Collection Fund is less than the amount required to be deposited and disbursed pursuant to subparagraphs (a) through (e) above (the difference between the amounts required to be deposited pursuant to subparagraphs (a) through (e) and amounts in the Collection Fund, a “Shortfall Amount”), then Paying Agent shall deposit and disburse all Payments and amounts in the Collection Fund solely as required by subparagraph (a) until all amounts under subparagraph (a) are satisfied in full before disbursing any funds pursuant to subparagraphs (b) through (f), in such order of priority until all amounts in the Collection Fund are deposited and disbursed in full. Paying Agent shall notify Lessor, Lessee and WRCOG in writing upon its actual knowledge of any Shortfall Amount. To the extent Lessee, Lessor or WRCOG has actual knowledge that any Shortfall Amount will occur prior to any payment due date, the party with such knowledge shall give each other party hereto notice as soon as reasonably practicable, including, if actually known to the Lessee, Lessor or WRCOG, the amount of such expected Shortfall Amount and the date the Lessee, Lessor or WRCOG anticipates such Shortfall Amount will occur. No amounts shall be disbursed from the Collection Fund to any subaccount other than the Rental Payment Subaccount without the prior written consent of the Lessor if at any time (x) Lessor exercises control over the Rental Payment Subaccount pursuant to Section 1.8 hereof, (y) Paying Agent receives notice that there is a deficiency in amounts required to be deposited to the Rental Payment Subaccount and/or (z) Paying Agent receives notice that an Event of Default or Event of Non-appropriation has occurred. Section 1.4. Termination Payments. Upon the occurrence of a Termination Event, Lessee, Lessor or WRCOG shall advise and provide written notice thereof to the Paying Agent and each other party. Upon its knowledge of a Termination Event, Lessor shall provide written instructions to the Paying Agent as to disbursements of all amounts in the Collection Fund, and upon receipt of any Payment, the Paying Agent shall, within one business day following the receipt by Paying Agent of any Payment, make such disbursement from the available funds in the Collection Fund (a) first, to Lessor, the amount of Rental Payments due in accordance with the Lease and/or Annex I hereto, together with any past due amounts and interest thereon, fees, costs, expenses and all other amounts due under the Lease or any Related Agreement, and (b) thereafter in accordance with Section 1.3 hereof. Section 1.5. Prepayment of Rental Payments. In connection with any prepayment of Rental Payments required by the Lease or any other Related Agreement, Lessee shall pay such amounts directly to the Paying Agent and Paying Agent shall, within one business day following the receipt by Paying Agent of such amounts, make such disbursement from the available funds in the Collection Fund (a) first, to Lessor the amount of Rental Payments in accordance with the Lease and/or Annex I hereto, together with all past due amounts and interest thereon, fees, costs, expenses and all other amounts due under the Lease or any Related Agreement, (b) next, to Lessor the amount of Rental Payments and prepayment price due in accordance with the Lease pursuant to a written instruction signed by Lessee and approved by Lessor, together with any premium relating thereto and past due amounts and interest thereon, fees, costs, expenses and all other amounts due Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:74 Menifee Mayor and City Council September 1,2021 Page 302 of 349 -6- 4 3 7 7 1 under the Lease or any Related Agreement and (c) thereafter, without duplication, in accordance with clauses (a) through (f) of Section 1.3 hereof. Section 1.6. Reports to be provided by Paying Agent. On or before the 10th day of each calendar quarter, or upon request from Lessee, Lessor or WRCOG, the Paying Agent shall send to Lessee, Lessor and WRCOG, in accordance with the notice provisions hereof, a quarterly account statement, showing the amount and payor of each payment received, the total amount received, and the date, amount and payee of each disbursement from the Collection Fund and each subaccount therein. The Paying Agent shall provide to Lessee, Lessor and WRCOG promptly upon receipt copies of any communication between it and the other parties. Section 1.7. Invoices; Transfer of Funds. (a) Lessor shall provide Lessee with invoices with respect to amounts to be disbursed from the Rental Payment Subaccount. At least fifteen (15) business days before each applicable payment date, WRCOG shall provide Lessee with invoices with respect to amounts to be disbursed from the Paying Agent Fee Subaccount, the Administrative Fee Subaccount, the Annual Maintenance Subaccount and the Re-lamping Reserve Subaccount. Prior to each Payment Date identified on Annex I attached hereto, Lessee shall provide the Paying Agent with all invoices (including the invoice provided by Lessor pursuant to the preceding sentence), to the extent received by Lessee, with respect to amounts to be disbursed from the Rental Payment Subaccount, the Paying Agent Fee Subaccount, the Administrative Fee Subaccount, the Annual Maintenance Subaccount and the Re-lamping Reserve Subaccount. (b) All amounts payable or deliverable by a party to any other party hereunder shall be delivered by federal wire transfer of immediately available funds pursuant to the wire instructions set forth in Exhibit A attached hereto (or to such account at such bank as the party to whom such funds are delivered shall have designated by an authorized individual to the Paying Agent in writing at least one business day prior to such wire transfer). Section 1.8. Control of Collection Fund and Subaccounts. In order to perfect Lessor’s security interest by means of control in (i) the Collection Fund and the Rental Payment Subaccount established hereunder (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount), (ii) all securities entitlements, investment property and other financial assets now or hereafter credited to the Collection Fund and the Rental Payment Subaccount (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount), (iii) all of Lessee’s and WRCOG’s rights in respect of the Collection Fund and the Rental Payment Subaccount, such securities entitlements, investment property and other financial assets therein, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the “Collateral”), Lessor, Lessee, WRCOG and Paying Agent further agree as follows: (a) All terms used in this Section 1.8 which are defined in the Commercial Code of the State of California (“Commercial Code”) but are not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement. The Lessor, Lessee, WRCOG and Paying Agent acknowledge and agree that the Collateral and all proceeds thereof are being held by Paying Agent for disbursement or return as set forth herein. Lessee hereby grants to Lessor a first priority perfected security interest in the Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:75 Menifee Mayor and City Council September 1,2021 Page 303 of 349 -7- 4 3 7 7 1 Collateral, and all proceeds thereof, and all investments made with any amounts in the Collateral. If the Collateral, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Paying Agent and the Paying Agent hereby agrees to hold such investments as bailee for Lessor so that Lessor is deemed to have possession of such investments for the purpose of perfecting its security interest. (b) Paying Agent will comply with all entitlement orders originated by Lessor with respect to the Collateral, or any portion of the Collateral, without further consent by Lessee. (c) Provided that account investments shall be held in the name of the Paying Agent, Paying Agent hereby represents and warrants (a) that the records of Paying Agent show that Lessee is the sole owner of the Collateral, (b) that Paying Agent has not been served with any notice of levy or received any notice of any security interest in or other claim to the Collateral, or any portion of the Collateral, other than Lessor’s claim pursuant to this Agreement, and (c) that Paying Agent is not presently obligated to accept any entitlement order from any person with respect to the Collateral, except for entitlement orders that Paying Agent is obligated to accept from Lessor under this Agreement and entitlement orders that Paying Agent, subject to the provisions of paragraph (e) below, is obligated to accept from Lessee. (d) Without the prior written consent of Lessor, Paying Agent will not enter into any agreement by which Paying Agent agrees to comply with any entitlement order of any person other than Lessor or, subject to the provisions of paragraph (e) below, Lessee, with respect to any portion or all of the Collateral. Paying Agent shall promptly notify Lessor if any person requests Paying Agent to enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the Collateral. (e) Paying Agent acknowledges that Lessor reserves the right, by delivery of written notice to Paying Agent, to prohibit Lessee from effecting any withdrawals (including withdrawals of ordinary cash dividends and interest income), sales, trades, transfers or exchanges of any Collateral held in the Collection Fund and the Rental Payment Subaccount. Further, Paying Agent hereby agrees to comply with any and all written instructions delivered by Lessor to Paying Agent (once it has had a reasonable opportunity to comply therewith) regarding the Collection Fund and the Rental Payment Subaccount established hereunder (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-laming Reserve Subaccount except to the extent funds are deposited therein in error or in violation of the terms of this Agreement) and has no obligation to, and will not, investigate the reason for any action taken by Lessor, the amount of any obligations of Lessee to Lessor, the validity of any of Lessor’s claims against or agreements with Lessee, the existence of any defaults under such agreements, or any other matter. Lessor shall provide Lessee and WRCOG a copy of any such written instructions that it provides to Paying Agent at the same time it provides such instructions to the Paying Agent. (f) Lessee and WRCOG hereby irrevocably authorize Paying Agent to comply with all instructions and entitlement orders delivered by Lessor to Paying Agent with respect to the Collection Fund and the Rental Payment Subaccount established hereunder (but not the Administrative Fee Subaccount, the Annual Maintenance Subaccount or the Re-lamping Reserve Subaccount except to the extent funds are deposited therein in error or in violation of the terms of Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:76 Menifee Mayor and City Council September 1,2021 Page 304 of 349 -8- 4 3 7 7 1 this Agreement). Lessor shall provide Lessee and WRCOG a copy of any such instructions and entitlement orders that it provides to Paying Agent at the same time it provides such instructions to the Paying Agent. (g) Paying Agent will not attempt to assert control, and does not claim and will not accept any security or other interest in, any part of the Collateral, and Paying Agent will not exercise, enforce or attempt to enforce any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. (h) Paying Agent and Lessee hereby agree that any property held in the Collection Fund and the Rental Payment Subaccount shall be treated as a financial asset under such section of the Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any contrary provision of any other agreement to which Paying Agent may be a party. Section 1.9. Duties and Responsibilities. (a) The Paying Agent is acting solely as an agent for the Lessee, Lessor and WRCOG hereunder and owes no duties, fiduciary or otherwise, to any other Person by reason of this Agreement, except as otherwise may be provided under this Agreement. (b) The Paying Agent undertakes to exercise such powers and perform such duties and obligations as are set forth in this Agreement. The Paying Agent shall have no other powers, duties, or obligations and none shall be implied or inferred from this Agreement or any other agreement, instrument or document entered into in connection therewith. Without limiting the generality of the foregoing, the Paying Agent shall be under no obligation with respect to the application of any moneys distributed hereunder to the Lessee, Lessor and WRCOG or any other person except as expressly provided herein. Under no circumstances will the Paying Agent be responsible or liable for the failure of any other party to perform in accordance with this Agreement. (c) In the absence of bad faith, the Paying Agent shall be entitled to request and to rely upon any note, notice, resolution, request, consent, direction, certificate, officer’s certificate, affidavit, letter, telegram, teletype, message, email, facsimile, statement, order or other correspondence or document reasonably believed by the Paying Agent to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. (d) The Paying Agent is not a party to, is not bound by, has no duties or obligations under or interest in, shall not be bound to ascertain or inquire as to the performance or observance of, and shall neither be responsible for or chargeable with knowledge of, the Lease or any other Related Agreement or any other agreement, instrument or document entered into in connection therewith (except for this Agreement) (each, a “Transaction Document”) or any of the terms, conditions, covenants or agreements contained in any Transaction Document, or as to the existence of a default or potential default thereunder, whether or not an original or a copy of such Transaction Document has been provided to the Paying Agent, and the Paying Agent shall have no duty to know or to inquire as to the performance or nonperformance of any provision of any Transaction Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:77 Menifee Mayor and City Council September 1,2021 Page 305 of 349 -9- 4 3 7 7 1 Document. All references in this Agreement to the Lease, any other Related Agreement or any other Transaction Document are solely for the reference and convenience of the parties. (e) The Paying Agent shall not be responsible for the correctness of the recitals and statements made in this Agreement or in any of the exhibits schedules, annexes and other attachments. (f) The Paying Agent shall not be required to recalculate, certify, or verify any numerical information unless expressly required under this Agreement. Furthermore, the Paying Agent’s receipt of reports or other information provided or otherwise publicly available does not constitute actual or constructive knowledge or notice unless Paying Agent has an obligation to review its contents under this Agreement. (g) In the absence of negligence or misconduct in the receipt, handling and disbursement of funds actually received by it in accordance with the terms hereof on its part, the Paying Agent shall not be liable for any action taken, suffered or omitted by it in the performance of its duties under this Agreement. The Paying Agent shall not be liable for any error of judgment made in good faith unless and to the extent it is negligent in ascertaining the pertinent facts. (h) The Paying Agent shall not be liable for any special, indirect, or consequential damages or losses of any kind whatsoever (including, without limitation, lost profits) including if the Paying Agent has been advised of the possibility of such damages or losses and regardless of the form of action. (i) The provisions of this Section 1.9 shall survive the termination for any reason of this Agreement, any modification to this Agreement, or the resignation or removal of the Paying Agent. Section 1.10. Compensation and Expenses. (a) Lessee shall pay to the Paying Agent an administration fee equal to $500.00, payable on or about the date of this Agreement and on each annual anniversary thereof. (b) To the extent permitted by law and with legally available funds, Lessee shall indemnify, defend and hold the Paying Agent and its trustees, officers, employees, agents and affiliates (collectively with the Paying Agent, the “Indemnitees”) harmless from and against every loss, liability or expense, including without limitation, damages, fines, suits, actions, demands, costs, out-of-pocket expenses, and reasonable legal fees and expenses (collectively, “Losses”), that may be imposed on, incurred by, or asserted against, any Indemnitee for or in respect of its (1) execution and delivery of this Agreement, (2) compliance or attempted compliance with or reliance upon any instruction or other written direction upon which the Paying Agent is authorized to rely pursuant to the terms of this Agreement and (3) performance under this Agreement, except to the extent that the Loss shall have been finally adjudicated by a court of competent jurisdiction to have directly resulted from such Indemnitee’s gross negligence or willful misconduct, or ordinary negligence in the receipt, handling and disbursement of funds actually received by it in accordance with the terms hereof. The provisions of this Section 1.10(b) shall survive the termination for any reason of this Agreement, any modification to this Agreement, or the resignation or removal of the Paying Agent. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:78 Menifee Mayor and City Council September 1,2021 Page 306 of 349 -10- 4 3 7 7 1 (c) Unless determined in a court of competent jurisdiction that it engaged in willful misconduct or acted in bad faith, any action or non-action asserted by Paying Agent to have been taken by it on the advice of reasonably selected outside counsel shall be presumed not to have constituted gross negligence, willful misconduct or bad faith. Paying Agent shall not be liable for any mistake of fact or error in judgment unless such mistake of fact or error in judgment is determined by a court of competent jurisdiction to have been made in bad faith. (d) The Paying Agent may perform any of the duties or exercise any of the powers provided for in this Agreement either directly or through its agents, representatives, attorneys, paying agents and/or nominees, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any such agent, representative, attorney, paying agent or nominee appointed by it unless determined in a court of competent jurisdiction that Paying Agent engaged in willful misconduct or acted in bad faith. (e) The Paying Agent shall not (x) risk or advance its own funds or otherwise incur any financial liability or potential financial liability, or (y) be required to take any action or to refrain from taking any action, in either case in the performance of any of its obligations or duties or in the exercise of any of its rights or powers under this Agreement, whether on its own motion or at the request of parties hereto or any other person unless (A) in the case of clause (x), such action shall be acceptable to the Paying Agent, the Lessee and the Lessor in their respective sole and absolute discretion and (B), in the case of clause (x) and clause (y), the Paying Agent shall first have been furnished security and indemnity satisfactory to it against any loss, liability, cost, damage or expense it may incur, including but not limited to its reasonable attorneys’ fees and expenses, in connection therewith. Section 1.11. Resignation and Removal of the Paying Agent; Merger. (a) Lessee and Lessor, together, shall have the right to terminate this Agreement or remove WRCOG and/or the Paying Agent and/or to appoint a successor paying agent to serve as Paying Agent under this Agreement upon thirty days’ (or such shorter period as is practicable under the circumstances, as determined by Lessee and Lessor in their sole discretion) advance written notice to WRCOG and the Paying Agent. The Paying Agent or any successor may at any time resign by giving mailed notice to Lessee, Lessor and WRCOG of its intention to resign and of the proposed date of resignation, which shall be a date not less than 30 days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor shall have been or are approved by Lessee and Lessor, together. If Lessee and Lessor, together, have not appointed a successor within 30 days of receipt of the Paying Agent’s notice of resignation, Paying Agent shall (x) remit to the Lessor all funds in the Rental Payment Subaccount and disburse to Lessor all Payments and all money in the Collection Fund until Lessor receives funds sufficient to pay all Rental Payments then past due and owing plus an amount sufficient to pay all Rental Payments then due and owing plus an amount sufficient pay the sum of the Rental Payment Interest Portion plus the Rental Payment Principal Portion coming due on the next succeeding Payment Date as reflected on Annex I hereto, plus any past due amounts and interest thereon, fees, costs, expenses and any other amounts due to Lessor under the Lease or any Related Agreement and (y) after all amounts described in the preceding clause (x) have been paid in full, remit to Lessee all amounts in the remainder of the subaccounts maintained hereunder, which Lessee shall disburse solely as required by Section 1.3(a) until all amounts under Section 1.3(a) Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:79 Menifee Mayor and City Council September 1,2021 Page 307 of 349 -11- 4 3 7 7 1 are satisfied in full before disbursing any funds pursuant to subparagraphs (b) through (f) of Section 1.3, in such order of priority until all amounts are disbursed in full. Except as otherwise specifically provided herein, the Paying Agent may not delegate, transfer or assign any of the rights, duties, powers or remedies granted to the Paying Agent hereunder without the prior written consent of both Lessor and Lessee. Upon its resignation or removal hereunder and delivery of funds as set forth above, the Paying Agent shall be discharged of and from any and all obligations hereunder arising after resignation or removal and delivery of funds. Following such resignation or removal and delivery of funds, the Lessee, Lessor and WRCOG agree that if a successor paying agent has not been appointed and approved by Lessee and Lessor, then Lessor shall hold such funds as “paying agent” and perform the duties of paying agent in accordance with a separate written agreement among Lessee, Lessor and WRCOG (if WRCOG is then a party to this Agreement), until such time as Lessee and Lessor agree upon a successor paying agent to serve under a paying agent agreement acceptable to the parties. (b) Any corporation into which the Paying Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Paying Agent is a party, or any state or national bank or trust company in any manner succeeding to all or substantially all of the corporate trust business of the Paying Agent, shall automatically succeed to all of the rights and obligations of the Paying Agent hereunder without further action on the part of any of the parties hereto. Any such successor Paying Agent shall give written notice, within 30 days of such merger, consolidation, or other event to the Lessee, Lessor and WRCOG. ARTICLE II MISCELLANEOUS Section 2.1. Notices. Any and all notices, requests, demands and other communications given under or in connection with this Agreement shall be effective if in writing and either hand delivered or mailed by registered or certified mail postage prepaid, or overnight delivery service, to the addresses as set forth in Exhibit A attached hereto or to such other addresses as are specified in writing to the other parties hereto. Section 2.2. No Waivers. No failure or delay in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the parties under this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. Section 2.3. Amendments, etc. No amendment, modification, consent or waiver of any provision of this Agreement (including, but not limited to Annex I attached hereto), and no consent to any departure by the parties therefrom, shall be effective unless the same shall be in writing and signed by an officer of the Paying Agent, the Lessee, the Lessor and WRCOG, and then shall be effective only in the specific instance and for the specific purpose for which given. Any request for an amendment to Annex I attached hereto by WRCOG shall be submitted to Lessor and Lessee for approval and following their approval shall be submitted to Paying Agent for review and approval and shall also be signed by WRCOG. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:80 Menifee Mayor and City Council September 1,2021 Page 308 of 349 -12- 4 3 7 7 1 Section 2.4. Severability. If any provision contained in this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and the remaining provisions thereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom. Section 2.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If Lessor shall assign or transfer its interest in the Lease and this Agreement, Lessor shall provide Paying Agent with notice in the form of Exhibit B hereto (or such other form as may be approved by the Lessor and the Paying Agent) and the Paying Agent shall promptly execute and deliver to Lessor said Notice to and Acknowledgement by Paying Agent of Assignment within five (5) business days after its receipt of such Notice. Section 2.6. Headings. The headings of articles and sections hereof are inserted for convenience only and shall in no way define or limit the scope or intent of any provision of this Agreement. Section 2.7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereto consent to jurisdiction in the State of California and venue in any state or Federal court located in the County of Riverside, California. Section 2.8. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and in making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. This Agreement may be authenticated by manual signature, facsimile or electronic means, all of which shall be equally valid. Section 2.9. USA PATRIOT ACT. The parties acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT ACT), all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to the Paying Agent such information as it may request, from time to time, in order for the Paying Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, physical address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. Section 2.10. Waiver of Trial by Jury; Judicial Reference. EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY AGREES THAT THIS SECTION 2.10 IS A SPECIFIC Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:81 Menifee Mayor and City Council September 1,2021 Page 309 of 349 -13- 4 3 7 7 1 AND MATERIAL ASPECT OF THIS AGREEMENT AND EACH OF THE OTHER TRANSACTION DOCUMENTS AND ACKNOWLEDGES THAT THE OTHER PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT AND CONSUMMATED THE TRANSACTIONS CONTEMPLATED HEREBY IF THIS SECTION 2.10 WERE NOT PART OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. IF ANY ACTION OR PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER RELATED AGREEMENT, (A) THE COURT SHALL, AND IS HEREBY DIRECTED TO, MAKE A GENERAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 TO A REFEREE (WHO SHALL BE A SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND DETERMINE ALL OF THE ISSUES IN SUCH ACTION OR PROCEEDING (WHETHER OF FACT OR OF LAW) AND TO REPORT A STATEMENT OF DECISION, PROVIDED THAT AT THE OPTION OF ANY PARTY TO SUCH PROCEEDING, ANY SUCH ISSUES PERTAINING TO A “PROVISIONAL REMEDY” AS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8 SHALL BE HEARD AND DETERMINED BY THE COURT, AND (B) THE LESSEE SHALL BE SOLELY RESPONSIBLE TO PAY ALL FEES AND EXPENSES OF ANY REFEREE APPOINTED IN SUCH ACTION OR PROCEEDING FROM LEGALLY AVAILABLE FUNDS. Section 2.11. Tax Withholding and Reporting. For certain payments made pursuant to this Agreement, the Paying Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Paying Agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent shall have the right to request from any party to this Agreement, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 2.11 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent to be incomplete and/or inaccurate in any respect, the Paying Agent shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. Section 2.12. Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the disbursement of funds hereunder, or if the Paying Agent is in doubt as to the action to be taken or omitted with respect to the disbursement of funds, the Paying Agent may, at its option, retain in its possession Payments (and, in connection therewith, may file an interpleader action in any court of competent jurisdiction), until the Paying Agent (i) receives a final, non-appealable order of a court of competent jurisdiction or a final, non-appealable arbitration decision directing delivery of such Payments, or (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Payments, in which event the Paying Agent shall be authorized to disburse such Payments and Termination Amount in accordance with such agreement. The Paying Agent shall be entitled to recover from the Lessee, the Lessor and WRCOG all reasonable attorneys’ fees, Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:82 Menifee Mayor and City Council September 1,2021 Page 310 of 349 -14- 4 3 7 7 1 expenses and other costs incurred in connection therewith. The Paying Agent shall be entitled to act on any such agreement or court order without further question, inquiry or consent. Section 2.13. Attachment of Payments; Compliance with Legal Orders. If any Payments shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting any of the Payments, the Paying Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. If the Paying Agent obeys or complies with any such writ, order or decree, it shall not be liable to any of the other parties hereto or to any other person or entity if, by reason of such compliance notwithstanding, such writ, order or decree is subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, unless otherwise expressly prohibited by the applicable attachment, garnishment, levy or order, judgment or decree under this Section (each, an “Order”), Paying Agent shall give the other parties to this Agreement prompt notice of its receipt of the order, and (except to the extent reasonably required to assure Paying Agent’s ability to comply with the Order within the required time if it remains in effect) not comply with the Order until the applicable party has had an opportunity to challenge it. Section 2.14. Force Majeure. The Paying Agent shall not be responsible or liable for any failure or delay in the performance of its obligations (a “Force Majeure Delay”) under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; or acts of civil or military authority or governmental action, it being understood that the Paying Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. In the event of a Force Majeure Delay, the Paying Agent shall notify Lessee, Lessor and WRCOG in writing within five business days after (i) the occurrence of such Force Majeure Delay, (ii) the Paying Agent’s actual knowledge of the impending Force Majeure Delay, or (iii) the Paying Agent’s knowledge of sufficient facts under which a reasonable person would conclude such Force Majeure Delay will occur. Section 2.15. Amendment and Restatement. This Agreement shall become effective on the Commencement Date and shall supersede, amend and restate all provisions of the Original Agreement as of such date. From and after the Commencement Date, all references made to the Original Agreement in any instrument or document shall, without more, be deemed to refer to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Agreement” referred to in the Original Agreement shall from and after the date hereof be deemed to refer to this Agreement. [SIGNATURE PAGE FOLLOWS] Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:83 Menifee Mayor and City Council September 1,2021 Page 311 of 349 [Signature Page to Amended and Restated Paying Agent Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written. PAYING AGENT: WILMINGTON TRUST, NATIONAL ASSOCIATION By:____________________________________ Name: Title: 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Attn: Aimee Tabor LESSEE: CITY OF MENIFEE, CALIFORNIA By:____________________________________ Name: Title: 29844 Haun Road Menifee, California 92586 Attn: Wendy Preece Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:84 Menifee Mayor and City Council September 1,2021 Page 312 of 349 [Signature Page to Amended and Restated Paying Agent Agreement] LESSOR: BANC OF AMERICA LEASING & CAPITAL, LLC By:____________________________________ Name: Title: 11333 McCormick Road Hunt Valley II M/C MD5-032-07-05 Hunt Valley, MD 21031 Facsimile: (443) 556-6977 Attn: Contract Administration WRCOG: WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS By:____________________________________ Name: Title: 3390 University Avenue, Suite 450 Riverside, CA 92501-3315 Attn: Tyler Masters Phone: (951) 405-6732 Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:85 Menifee Mayor and City Council September 1,2021 Page 313 of 349 ANNEX I [Updated Annex to be added] Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:86 Menifee Mayor and City Council September 1,2021 Page 314 of 349 EXHIBIT A NOTICE & WIRE INSTRUCTIONS If to the Lessor: Address for Notices: Banc of America Leasing & Capital, LLC 11333 McCormick Road, Hunt Valley II, M/C MD5-032-07-05, Hunt Valley, Maryland 21031 Attention: Terri Preston Telephone: (443) 541-3642 Facsimile: (804) 553-8124 Email: terri.preston@baml.com Payment Account: Bank Name: Bank of America ABA/Routing #: 026009593 Beneficiary Name: Banc of America Leasing & Capital, LLC Account #:12334-01992 Reference: City of Menifee If to WRCOG: Address for Notices: Western Riverside Council of Governments 3390 University Avenue, Suite 450 Riverside, CA 92501-3315 Telephone: (951) 405-6732 Attention: Tyler Masters Reference: WRCOG Regional Streetlight Program – Menifee Payment Office: Receiving Bank: Citizen’s Business Bank Routing/ABA #: 122234149 Account #: 245123353 Bank Address: 301 E. Vanderbilt Way San Bernardino, CA 92408 Reference: City of Menifee Attention: WRCOG Operating Account Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:87 Menifee Mayor and City Council September 1,2021 Page 315 of 349 A-2 If to the Lessee: Address for Notices: City of Menifee 29844 Haun Road Menifee, California 92586 Telephone: (951) 723-3714 Fax: (951) 679-2568 Attention: Wendy Preece Reference: WRCOG Regional Streetlight Program Payment Office: Receiving Bank: Union Bank Routing/ABA #: 122000496 Account #: 2740028742 Bank Address: 30125 Antelope Road, Menifee, CA 92584 Reference: City of Menifee Attention: Finance Department If to the Paying Agent: Address for Notices: Wilmington Trust, National Association 650 Town Center Drive, Suite 800 Costa Mesa, CA 92626 Telephone: (714) 384-4179 Facsimile: (714) 384-4151 Attention: David McGuire Reference: City of Menifee Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:88 Menifee Mayor and City Council September 1,2021 Page 316 of 349 EXHIBIT B FORM OF NOTICE TO AND ACKNOWLEDGEMENT BY PAYING AGENT OF ASSIGNMENT [_________], 20__ Wilmington Trust, National Association (the “Paying Agent”) 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Attn: David McGuire Phone: (714) 384-4179 Fax: (714) 384-4151 Email: dmcguire@WilmingtonTrust.com Reference is hereby made to that certain [DESCRIBE ASSIGNMENT DOCUMENTS], dated as of [_______], by and between [BANC OF AMERICA LEASING & CAPITAL, LLC] (“Assignor”), and [________] (“Assignee”). 1. Assignor hereby gives the Paying Agent notice and the Paying Agent hereby acknowledges receipt of notice, that effective as of [_________, 20__] (the “Effective Date”), pursuant to Section 11.01 of the hereinafter defined ELPA, Assignor has assigned to Assignee, whose offices are at [_________________], all rights, title, interests, obligations and liabilities of Assignor accruing on or after the Effective Date in, under and to: (i) the Amended and Restated Equipment Lease/Purchase Agreement dated as of September 10, 2021 (the “ELPA”), between Assignor, as lessor (the “Lessor”), and the City of Menifee, California, as lessee (the “Lessee”), including the right to receive any and all sums payable pursuant to, or recoverable in connection with, such ELPA, including, but not limited to: (A) all “Rental Payments” (as such term is defined in such ELPA) payable on or after the date of execution hereof, (B) all monies due or to become due under such ELPA; and (C) all monies payable or recoverable following a default by Lessee; (ii) that certain Amended and Restated Paying Agent Agreement dated as of September 10, 2021 (the “Paying Agent Agreement”), among Lessee, Lessor, the Western Riverside Council of Governments, and the Paying Agent; and (iii) all of Assignor’s other rights and remedies under the documents described in clauses (i) and (ii) above; and that Assignee has accepted and has assumed the Assignor’s rights, title, interests, obligations and liabilities with respect thereto. 2. The Paying Agent hereby acknowledge the assignment and assumption described above and agree that, from and after the Effective Date, the Assignee shall be the “Lessor” under the ELPA and the Paying Agent Agreement and shall be entitled to exercise all rights and remedies of the Lessor under the ELPA and the Paying Agent Agreement. Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:89 Menifee Mayor and City Council September 1,2021 Page 317 of 349 B-4 3. All payments to be made to the Assignee, as Lessor, shall be disbursed to the following account of the Assignee: If by Wire: Account Name: Account Number: ABA Number: Bank Address: If by ACH: Account Name: Account Number: ABA Number: Bank Address: [Signature pages follow] Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:90 Menifee Mayor and City Council September 1,2021 Page 318 of 349 [Signature Page to Notice to and Acknowledgement by Paying Agent of Assignment] [BANC OF AMERICA LEASING & CAPITAL, LLC], as Assignor By:____________________________________ Name: _______________________________ Title: ________________________________ Accepted and agreed to on __________, 20__. WILMINGTON TRUST, NATIONAL ASSOCIATION By:____________________________________ Name: ______________________________ Title: _______________________________ Item Title:12.3 2019 Streetlight Financing Agreement with Banc of America Leasing &Capital Refinance Item Page Number:91 Menifee Mayor and City Council September 1,2021 Page 319 of 349 CITY OF MENIFEE SUBJECT: Mobile Home Rent Stabilization Discussion MEETING DATE: September 1, 2021 TO: Mayor and City Council PREPARED BY: Molly Binnall, Management Analyst REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager ------------------------------------------------------------------------------------------------------------------------------- RECOMMENDED ACTION 1. Review and discuss options for amending, replacing or repealing County Ordinance No. 760; and, 2. Provide additional direction to City staff. DISCUSSION At a previous City Council meeting held on April 21, 2021, Councilmember Karwin requested a future agenda item (seconded by Councilmember Dienes) related to mobile home rent stabilization (County Ordinance No. 760) in response to a public comment from a resident. In 2007 after incorporation, the City adopted the County of Riverside Mobile Home Park Rent Stabilization Ordinance No. 760. This Ordinance was originally established by the County to encourage fair bargaining between mobile home owners and park owners in order to preserve the value of the resident’s mobile homes and the park value as a whole. The rent stabilization referred to the rental agreements of the space on which the mobile home resides, not the mobile home itself. The Ordinance was created to address mobile home parks specifically in the unincorporated areas of Riverside County, and only applied to those space rent agreements that were entered into prior to January 1, 1990, consistent with provisions of California State law. Although it was adopted in 2007, Ordinance 760 has not been implemented by the City, and it is internally inconsistent with the City’s administrative framework. Ordinance 760 would require the establishment of a Rent Control Board of three to five individuals to receive, investigate, hold hearings, and vote on petitions submitted by mobile home park tenants, and determine potential maximum rent adjustments on an annual basis. A Rent Control Board was never established within the City. Staff is not aware of rent stabilization issues occurring within any of the four mobile home parks within the City. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:1 Menifee Mayor and City Council September 1,2021 Page 320 of 349 City of Menifee Staff Report Mobile Home Rent Stabilization Discussion September 1, 2021 Page 2 of 2 6 1 9 Furthermore, authority over mobile home parks within City limits had been transferred to the California Housing and Community Development Department (HCD). HCD currently issues all Building permits, conducts all inspections, and maintains all code requirements within the City’s four mobile home parks. STRATEGIC PLAN OBJECTIVE Regular City Business FISCAL IMPACT There is no fiscal impact associated with this item. ATTACHMENTS 1. Riverside County Ordinance No. 760 Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:2 Menifee Mayor and City Council September 1,2021 Page 321 of 349 Ord. 760 - Page 1 ORDINANCE NO. 760 (AS AMENDED THROUGH 760.2) AN ORDINANCE OF THE COUNTY OF RIVERSIDE AMENDING ORDINANCE NO. 760 ADOPTING A MOBILE HOME PARK RENT STABILIZATION ORDINANCE The Board of Supervisors of the County of Riverside, State of California, ordains as follows: 1. TITLE This Ordinance may be cited as the Mobile Home Park Rent Stabilization Ordinance of the County of Riverside. 2. STATEMENT OF PURPOSE AND FINDINGS. A. Mobile home owners have a substantial investment in their residences and appurtenances for which space is rented or leased. Alternate sites for relocation of mobile homes are difficult to find due to restrictions on age, size, or style of mobile homes permitted in many parks, and related to the installation of mobile homes, including permits, landscaping and site preparation. Additionally, the cost of moving a mobile home may be substantial, and the risk of damage in moving is significant. B. A significant percentage of the residential population of the unincorporated area in Riverside County resides in mobile homes. C. Mobile homes are often occupied by senior citizens, persons on fixed income and persons of low or moderate income, where extreme rent adjustments fall upon these individuals with particular harshness. Many mobile home owners have a substantial portion of their net asset worth invested in their mobile homes. The continuing possibility of unreasonable space rental adjustments in mobile home parks threatens to diminish the value of the investment of the mobile home owners in their homes. Further, existing state law permits mobile home park owners to require mobile home owners to make modifications to their homes for reasons of aesthetics or conformity to park standards that amount to capital improvements which would accrue to the benefit of the park owner by potentially increasing the market value of the park itself. D. The result of these conditions is the creation of a captive market of mobile home owners and tenants. This, in turn, contributes to the creation of an imbalance in the bargaining relationship between park owners and mobile home park tenants in favor of the park owners. E. The Board of Supervisors of Riverside County finds and declares it necessary to facilitate and encourage fair bargaining between mobile home owners and park owners in order to achieve mutually satisfactory agreements regarding space rental rates in mobile home parks (a) to preserve to the residents the value of their mobile homes and (b) to preserve to the park owners the value of their parks. Absent such agreements, this Board further finds and declares it necessary to protect the owners and residents of mobile homes from unreasonable space rental adjustments while simultaneously recognizing and providing for the need of park owners to receive a just and reasonable return on their property. F. Administration of this Ordinance shall be under the general direction of the Riverside County Mobile Home Ordinance Director hereinafter referred to as Director. 3. APPLICATION. The provisions of this Ordinance shall apply to all mobile home residential rental spaces Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:3 Menifee Mayor and City Council September 1,2021 Page 322 of 349 Ord. 760 - Page 2 located within the unincorporated area of Riverside County except if otherwise exempt from the provisions of this Ordinance, as such exemptions are provided for hereinafter in this Ordinance and by law. Nothing in this Ordinance shall be deemed to supersede any provision of California Civil Code Section 798 et seq. as it may be amended. 4. DEFINITIONS. In construing the provisions of this Ordinance, the following definitions shall apply: A. ”Base year” is the calendar year 1991; or the year established by the most recent (prior) hearing before the Arbitrator or Board; or, if necessary, the year established by the Arbitrator or Board in parks that have sold since 1991. B. "Consumer Price Index" or "C. P. I. means the Index known as the "Consumer Price Index for all Urban Consumers for the Los Angeles-Anaheim-Riverside Area, (1982- 1984) and thereafter or the index which may replace this index if it is discontinued. C. "Landlord" means any owner, lessor, operator or manager of a mobile home park. D. "Mobile Home" or mobile home means a structure designed for human habitation and for being moved on a street or highway under permit pursuant to Section 35790 of the Vehicle Code. Except as provided in Civil Code Section 798.3, mobile home does not include "recreational vehicle" as defined in Section 799.29 of the Civil Code or a "commercial coach" as defined in Section 18001.8 of the Health and Safety Code. E. "Mobile Home Owner" or "Resident" means any person entitled to occupy a mobile home dwelling space pursuant to ownership thereof or a rental or lease agreement with the owner thereof. F. "Mobile Home Park Owner" or "Park Owner" means the owner, lessor, operator, manager or designated agent thereof of a mobile home park; sometimes referred to as "owner." G. "Mobile Home Space or Space" means the site within a mobile home park intended, designed, or used for the location or accommodation of a mobile home and any accessory structures or appurtenances attached thereto or used in conjunction therewith. H. "Rent Adjustments" means any rent increase or decrease demanded of or paid by a tenant, including any reduction in housing services without a corresponding reduction in the monies demanded or paid for rent. I. "Rental Agreement" means an agreement between a mobile home park owner and tenant establishing the terms and conditions of a tenancy in a mobile home park. A lease is a rental agreement. J. "Residential rental space" means any mobile home space occupied by any person other than the owner of the park for payment of rent pursuant to an oral or written lease, or other form of rental agreement. K. "Space Rent" means the consideration, including any bonuses, benefits, or gratuities demanded or received for and in connection with the use or occupancy of a mobile home space within a mobile home park, or for housing services provided and security deposits, but exclusive of any amounts paid for the use of the mobile home as a dwelling unit. The use or occupancy of a mobile home space shall include the exercise of all rights and privileges and the use of facilities, services and amenities accruing to the residents thereof. "Space Rent" shall not include any separately billed utility fees and charges for natural gas or liquid propane gas, electricity, water, cable television, garbage or refuse service and sewer service. L. “Tenancy" means the right of a tenant to the use of a mobile home site within a mobile home park on which to locate, maintain, and occupy a mobile home, site improvements and accessory structures; for human habitation, including the use of the services and Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:4 Menifee Mayor and City Council September 1,2021 Page 323 of 349 Ord. 760 - Page 3 facilities of the mobile home park. M. “Tenant" means any person entitled to occupy such mobile home space pursuant to an oral or written lease with the owner thereof, or pursuant to some other rental agreement with the owner, lessor, operator or manager thereof. 5. EXEMPTIONS FROM COVERAGE. The provisions of this Ordinance shall not apply to the following: A. Newly Constructed Space - Space rent or space rent adjustments for new mobile home spaces whether in parks constructed after January 1, 1990 or spaces rented out for the first time after January 1, 1990 shall be exempt from the provisions of this Ordinance. Civil Code Section 798.45. B. Vacancies 1. Subject to the exceptions in paragraphs 2 and 3 below, if the mobile home space or mobile home is (a) voluntarily vacated, abandoned or repossessed, or (b) vacated pursuant to California Civil Code Sections 798.56 or 798.75 the landlord may adjust the rental rate to an amount as he or she in his or her discretion may determine. 2. Subject to the provisions of Civil Code Section 798.17, if the mobile home is sold in place and is to remain on site, the landlord may only increase the rental rate of the space to the new owner to an amount that is no greater than the average of the three highest rentals then currently being charged by the park owner for resident owner occupied spaces of comparable size, location and amenities in the park. 3. In the event a resident owner must move from his or her mobile home because of a need for long term medical or custodial care, the space shall remain subject to this Ordinance during the time that the owner is absent and remains incapacitated. In those parks that allow subletting, the absent and incapacitated owner may sublet the mobile home for a charge not to exceed the space rent and utilities and all legally allowable pass through costs for a period of time not to exceed twenty-four (24) months without removing the space from the protection of this Ordinance. C. Space Rent Agreement Exemption - Any rental agreement in excess of twelve- months duration which also meets all criteria specified by Section 798.15 and Section 798.17 of the California Civil Code, including, but not limited to, the tenant notification requirement within the first paragraph of such rental agreements, shall be exempt from the space rent ceiling provisions of this Ordinance, but only during the term of such rental agreement or any uninterrupted, continuous extensions thereof. If such rental agreement is not extended and no new rental agreement in excess of twelve-months duration is entered into, then the last month’ rent under the expired rental agreement shall be the base rent for purposes of this Ordinance. Any rental agreement exempt from this Ordinance by virtue of this subsection shall remain so exempt despite voluntary amendments made thereto, as long as any amendments extending the term contain the disclosures required by Section 798.17 of the California Civil Code. D. Lease Agreement Exemption - Section 7 of this Ordinance does not apply to any residential rental space for the rental of which the mobile home park owner and the tenants have mutually agreed to enter into a lease which conforms to the provisions of California Civil Code Section 798.15 et seq. E. Tenant Approval - This Ordinance does not apply if two-thirds of all mobile homes affected by the rent increase or other action give their approval in writing as evidenced Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:5 Menifee Mayor and City Council September 1,2021 Page 324 of 349 Ord. 760 - Page 4 by the signature of one tenant for each space or in an election called to consider the matter with each space casting one vote. The park owner shall supply proof of such approval to the Director for verification. F. Violation - No person shall perform any act of duress, menace, or undue influence with the intent of thereby obtaining the consent of any other person to enter into any lease for the occupancy of a residential rental space in a mobile home park. 6. REGISTRATION AND FEES. A. Within ninety (90) calendar days after the effective date of this Ordinance, mobile home park owners are required to register all mobile home parks and mobile home rental spaces within such parks with the Mobile Home Ordinance Director, hereinafter referred to as “Director.” The initial registration shall include: the name(s), business address(s), business telephone number(s) of each person or legal entity possessing an ownership interest in the park and the nature of such interest; the number of mobile home rental spaces within the park; and the number of spaces currently exempt under Civil Code Sections 798.17 and 798.45. The Director is hereby empowered to establish procedures for requiring such re- registration as he or she deems necessary. B. After initial registration and on an annual basis, thereafter and until further order of this Board, each space in the park then subject to the provisions of this Ordinance and not otherwise exempt under provisions in the Mobile Home Residency Law, i.e, Civil Code Section 798.17 and 798.45, shall be charged and pay a fee of $12 per space per year to cover the costs of administering this Ordinance. The fee shall be collected by the park owner who shall promptly remit all of the per space fee collected except one dollar ($1) per space to the Director who shall use the monies so received solely for the purposes of covering the costs of administering this Ordinance. The park owner shall be entitled to retain one dollar ($1) of the fee amount so collected to cover the park owner’s expenses in complying with this Ordinance. C. No park owner shall be eligible to receive any rent ceiling adjustment as provided for under the provisions of this Ordinance unless such current registration information as may then be required for the mobile home park is on file with the Director at the time the petition for the rent ceiling adjustment is filed. The registration and re-registration requirements provided for in this section, or which may be hereafter established by the Board, shall apply to all mobile home parks including those exempt from the space rent ceiling limitation by reason of the existence of a valid space rent agreement. Registration shall not apply to parks that were constructed in 1990 or later. 7. SPACE RENT CEILING OR MAXIMUM ALLOWABLE SPACE RENT. Beginning the first month which commences following the day after the effective date of this Ordinance, no mobile home park owner shall charge space rent for any mobile home space in an amount greater than (a) the space rent in effect on December 31, 1991 increased by the increase in the C.P.I. since that date or (b) the rent for the space that is in effect on the effective date of this Ordinance. The space rent in effect on that date shall be known as the "space rent ceiling." If there was no space rent in effect on December 31, 1991, the space rent ceiling shall be the space rent that was charged on the first date that space rent was charged after December 31, 1991(with the exception above noted) adjusted by the C.P.I. to the current date as indicated above or the rent for the space that is in effect on the effective date of this Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:6 Menifee Mayor and City Council September 1,2021 Page 325 of 349 Ord. 760 - Page 5 Ordinance. If a mobile home park space is exempted from the application of this Ordinance by reason of the existence of a space rent agreement and the agreement expires, the space rent ceiling for that space shall be the space rent in effect on the date the agreement expires. 8. SPACE RENT CEILING ADJUSTMENT - INITIAL ADJUSTMENT. A. No adjustment in space rent ceilings shall be permitted except as provided for herein. B. Permissive Adjustment - A park owner shall be entitled to an initial permissive adjustment gross space rental income equal to one hundred (100%) percentage increase in the Consumer Price Index (CPI) from the end of the base year (1991) to the date of application for the adjustment. The percentage adjustment in the CPI shall be calculated by subtracting the CPI reported for December, 1991, from the most recently reported monthly CPI preceding the application and then dividing this remainder by the December, 1991, CPI. 9. SPACE RENT CEILING ADJUSTMENT - ANNUAL ADJUSTMENTS. Commencing in calendar year 1996, park owners shall be entitled the following annual adjustments. A. Permissive Annual Adjustment 1. A park owner shall be entitled to one annual permissive adjustment of gross space rental income equal to one hundred percent (100%) of the percentage adjustment in the CPI from the date of the most recent initial or annual adjustment to the date of application for the proposed adjustment. No application or permission is required for the annual adjustment under this section. B. Net Operating Income Adjustment 1. In the event a park owner believes he or she does not receive a just and reasonable return on park property after receiving the maximum permissive adjustment provided for above, the park owner may, upon payment of a filing amount as hereinafter provided, file a petition with the Director for an adjustment of the space rent ceiling,(using the form attached hereto as “Exhibit A”) providing adequate justification for the proposed increase. (a) Upon the filing by a park owner of a petition for hardship rent increase, the Director shall request a deposit from the petitioner who shall pay 50% of the anticipated cost of the proceedings. Any final decision of the Arbitrator or Mobile Home Board (or final decision of a Hearing Officer if not appealed to the Board) shall contain an estimate of the total expenses of the Hearing process. The petitioner shall be obligated to pay, as a fee, one-half of the total cost of said hearing process (less the deposit). Any hardship rent increase may be conditioned upon the payment of said fee. In the event that the deposit exceeds one-half of the expense of the hearing process, the petitioner will be entitled to a refund of that difference. 2. Such petition shall be in writing verified by the applicant, and shall contain the names, address and telephone number of the applicant, the name and address of the tenant of each rental space which would be affected if the petition were granted, a statement of the facts giving rise to the petition for an NOI adjustment in sufficient detail that, if established, such facts would demonstrate the existence of a decrease in the NOI warranting such NOI adjustment. Within thirty (30)working days after the petition has been submitted to the Director for filing, petitioner shall be given notice of the time and place of the hearing, which notice together with a copy of the petition shall be served upon or mailed to each tenant of a rental space Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:7 Menifee Mayor and City Council September 1,2021 Page 326 of 349 Ord. 760 - Page 6 which would be affected by the NOI adjustment if granted. When a declaration of service has been submitted to the Director, the petition for an NOI adjustment shall be deemed filed. 3. A park owner shall be entitled to an adjustment of the space rent ceiling so as to enable the park owner's Net operating Income (NOI) for the subsequent year to be increased by a rate which, when added to the maximum permissible adjustment provided for above will give the park owner a just and reasonable return on park property. In determining whether the current NOI is adequate in comparison with the base year NOI, the NOI for the park earned in the base year shall be increased by the amount of the CPI increase from the base year to the date of the proposed rental increase. C. No annual adjustment shall become effective if a previous annual adjustment became effective within the previous twelve (12) months unless approved by Arbitrator or the Board. D. Rent Increase Based upon Capital Improvements. 1. An application for a rent increase based on the cost of a proposed or completed capital improvement may be filed by the park owner with the Director pursuant to this subsection. For the purposes of this subsection "Capital Improvement" is defined as the installation of new improvements and facilities, and/or the replacement or reconstruction of existing improvements and facilities which consist of more than ordinary maintenance or repairs, with a useful life of at least five (5) years. A capital improvement shall be approved by the Arbitrator or Board where the improvement has been agreed upon between the park owner, and by more than 50 percent (50%) of the owners of all mobile homes affected by the improvement in an election called to consider the matter with each space casting one vote. 2. A capital improvement shall be approved if the improvement is required (a) to maintain the common facilities and other areas of the park in a safe and sanitary condition (b) to maintain the existing level of park amenities and services, or (c) to comply with the law or an administrative regulation. No vote of Mobile Home owners shall be required for approval under this provision. 3. Capital improvement costs for items which are not necessary or approved as described above, in paragraphs 1 and 2, shall be allowable rent increases only if the park owner has (a) consulted with the park residents to be affected prior to initiating construction of such improvements, regarding the nature and purpose of such improvements and the estimated cost of such improvements, and (b) demonstrated the need for the improvements and the reasonableness of the anticipated costs. 4. Capital Improvement rent increases shall be amortized over the useful life of the improvement as set forth in Internal Revenue class life tables then in effect, unless the Arbitrator or the Board at its discretion determines that the use of such tables is unreasonable under the circumstances. 5. In addition to the reasonable cost of the improvement(s) and the reasonable costs of financing, the rent increase shall include a return of two percent (2%) over the prime rate at Bank of America in effect at the time the rent increase is approved calculated annually on the unamortized cost improvement. 6. In the event the need for the capital improvement is a result of an accident, isaster, or other event for which the park owner receives insurance benefits, only those capital improvement costs which exceed such insurance benefits may be amortized as operating expenses unless the uncovered loss or portion thereof is a Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:8 Menifee Mayor and City Council September 1,2021 Page 327 of 349 Ord. 760 - Page 7 result of an underinsured or uninsured loss in which event the underinsured or uninsured portion is disallowed unless prudent business practices would not require it to be insued. 7. Capital Improvement rent increases shall be apportioned equally among all spaces in the mobilehome park affected thereby and shall be payable monthly, and shall be set forth by the park owner as a separate item from the space rent. The increase shall remain in effect until the cost of the improvement, plus reasonable costs of financing as set forth above, have been fully recovered. 8. The application for the cost of a completed capital improvement or the estimated cost of a proposed capital improvement shall contain: (a) A description of the capital improvement; (b) A copy of all estimates, contracts, bills, invoices, canceled checks and other documentation reasonably necessary to establish the cost of the capital improvement and the reasonable cost of financing the capital improvement. If, instead of borrowing the money to make the capital improvement, the park owner uses his or her own funds, the reasonable cost of financing which will be allowed shall be the average prime rate charged by the Bank of America for the three months preceding the start of construction of the capital improvement; and (c) If the capital improvement has been agreed upon between the park owner and by more than fifty percent (50%) of the owners of all mobile homes affected by the improvement, proof of that fact will be submitted with the application. 9. A petition by tenants, as allowed by Section 12, will be limited to challenging the special increase for a capital improvement only on the basis that it does not meet the criteria established by Section 9.D of this Ordinance. 10. The Hearing Officer, Arbitrator or Board may, in its discretion, approve the capital improvement without the necessity of a hearing, as provided for in this Ordinance. 11. No rent increase for a proposed capital improvement may be collected until the park owner provides proof to the Director that the improvement has been completed. 10. REQUIRED CERTIFICATION ON RENTAL ADJUSTMENT NOTICE. The Arbitrator or Board shall have the right to deny any rent adjustment under this Ordinance if the owner: A. Has failed to comply with any provisions of this Ordinance and/or regulations issued there under by the Director or the Board of Supervisors. 11. MOBILE HOME RENT BOARD ESTABLISHMENT AND POWERS. A. The Board of Supervisors hereby reserves the right to establish a Mobile Home Board for the County of Riverside and to activate the Board as an agency to replace the function of the Arbitrator, at such time as the Board of Supervisors, in its discretion, so chooses. If the Board is activated, the arbitration procedures in Section 15 of this Ordinance shall also be applicable to the Board. B. Composition - If established, the Board shall consist of five (5) regular members and two (2) alternate members. One regular member shall be a space tenant who resides in the unincorporated area of the County of Riverside; one member shall be a mobile home park owner, operator, manager or designated agent of a mobile home park located in the unincorporated area of Riverside County. The two alternate members shall be a space tenant from a different mobile home park in the unincorporated area of Riverside County other than the regular space tenant member and an owner, operator, Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:9 Menifee Mayor and City Council September 1,2021 Page 328 of 349 Ord. 760 - Page 8 manager or designated agent from a different mobile home park in the unincorporated area of Riverside County other than the regular owner member. The remaining three (3) members shall be residents of the unincorporated area of Riverside County who are not elected officials, or employees, relatives of elected officials of the County of Riverside, and who are neither tenants, owners, operators, managers or designated agents of mobile home parks and who have no conflicts of interests due to relationship with same. Candidates for membership of the Board shall submit a verified statement listing all interests in any real property or mobile home as defined in Section 798.3 of the California Civil Code, including ownership, individually, jointly, legal or equitable, and all sales of such property, or instruments secured by such property, within ninety (90)days of seeking appointment to the Board. C. Nomination and Appointment - The regular space tenant member and his or her respective alternate members shall be selected by the Board of Supervisors from a list of nominations, if any, for the Mobile Home Board submitted by mobile home residents. The regular mobile home park owner member and his or her respective alternate member shall be selected by the Board of Supervisors from a list of nominations, if any, supplied by a general association on behalf of the various mobile home park owners associations with parks in the unincorporated portions of the County. The Board of Supervisors shall nominate and appoint the three remaining regular Board members. All members of the Board shall be selected in accordance with applicable County procedures. D. Term - Each regular member of the Mobile Home Board shall serve for a term of two years except as otherwise provided herein. For the first Board, the one (1) space tenant member and the one (1) owner member and three (3) at-large members from the unincorporated areas of the County shall be appointed for three (3)-year terms. Thereafter, the successors shall be appointed for terms of two (2) years. Each regular member shall hold office until a new member has been duly appointed and assumed his or her duties. Each alternate member of the Board shall serve for a term of two (2) years except as provided herein. Each alternate member shall hold office until a new alternate member has been duly appointed and assumes his or her duties. If a vacancy occurs or an office becomes vacant other than by expiration of a term, it shall be filled by the Board of Supervisors by appointment as previously prescribed herein for the unexpired portion of such member's term. Notwithstanding the above provisions of this paragraph, a member may be removed, at any time, with cause, by a majority vote of the Board of Supervisors. Further notwithstanding the above provisions of this paragraph, any member who is absent without sufficient cause as determined by the Board of Supervisors from three (3) consecutive meetings of the Mobile Home Board which such member was required to attend shall be deemed to have vacated his or her office. E. Meetings - To fulfill its function, the Mobile Home Board shall meet as often as it deems necessary, but at least one regularly scheduled public meeting shall be held every ninety (90) days; or, except as otherwise set forth herein, within thirty (30) days of any request for a hearing or arbitration held hereunder, whichever is earlier. All members of the Board, whether regulars or alternates, shall be required to attend all Board meetings and hearings unless such member has been disqualified from participation. No park owner or tenant member may participate in any decision regarding her or her mobile home park. All meetings of the Board shall be conducted in accordance with the provisions of the Ralph M. Brown Act. (Government Code 54950 et seq.) F. Voting - The affirmative vote of three (3) members of the entire five member Board is required for a decision, including all motions, regulations, and orders of the Board. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:10 Menifee Mayor and City Council September 1,2021 Page 329 of 349 Ord. 760 - Page 9 Alternate members may also participate in the Board proceedings but shall have voting privileges only when acting in the place of an absent regular member. G. Quorum - Three (3) Board members shall constitute a quorum as long as one member from each category of representative membership is present. H. Powers and Duties of Board - The Board shall undertake and have the following duties, responsibilities, and functions, together with all powers reasonably incidental thereto: 1) Adoption of Rules and Regulations. Subject to the approval of the Board of Supervisors the Mobile Home Board may make and adopt its own administrative rules and regulations as may be necessary to effectuate the purposes and policies of this Ordinance and to enable the Board to carry out its powers and duties there under, so long as such rules and regulations are consistent with the laws of the State, this Ordinance, and any Guidelines adopted by the Board of Supervisors. Any such rules and regulations of the Mobile Home Board shall be reduced to writing and shall be on file with the Director of the Board at all times. I. Director - The County Executive Officer shall appoint a Mobile Home Ordinance Director, hereinafter referred to as "the Director", to administer this Ordinance and assist the Arbitrator or the Board in its responsibilities. The Director may be an employee of the County of Riverside or may be retained by contract and shall be responsible for the day-to-day operations of this Ordinance. 1. Maintenance of Records. The Director shall keep a record of proceedings under this Ordinance, which shall be open for inspection by any member of the public. 2. Appointment of Committees, Mediators or Hearing Officers. The Director may appoint committees, mediators and Hearing Officers to hear matters on which testimony may be taken, which committees, mediators and Hearing Officers shall report to the Director the findings and results of any such hearing on a matter referred to such committee or person. J. Conduct Studies and Investigations - The Mobile Home Board, upon the approval of the Director, shall have the power to make such studies, surveys, and investigations, conduct such hearings, and obtain such information as is necessary to carry out its powers and duties, and may authorize individual members to do so. K. Approve Rent Adjustments - The Mobile Home Board may approve such adjustments in rent ceilings as provided for in this Ordinance and any regulations there under. L. Evaluation - The Director shall render at least annually a comprehensive written report to the Board of Supervisors concerning the activities, hearings, actions, results of hearings, budget and expenses and all other matters pertinent to this Ordinance. M. Related Duties - The Director shall undertake such other related duties as may be assigned by the Board of Supervisors. N. Compensation - Each member of the Board and the Director shall be entitled to such compensation as may be established by the Board of Supervisors, including reimbursement for reasonable expenses incurred in the performance of his or her official duties. The Board and its members shall not have any authority to expend, commit or authorize the expenditures of any public funds, except with the prior express approval of the Director. O. Staff - The County of Riverside shall provide or pay for all administrative staff necessary to serve the Director and shall provide or pay for a Secretary to serve as Secretary of the Director. The Director shall be responsible for the maintenance of all records under this Ordinance. The County Counsel or his/her designee or other attorney as selected by the Board of Supervisors shall act as legal counsel. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:11 Menifee Mayor and City Council September 1,2021 Page 330 of 349 Ord. 760 - Page 10 12. PETITION BY TENANT. A. Any tenant of a mobile home rental space affected by this Ordinance, upon payment of a filing fee of one dollar ($1) and joined by at least 30% of the other tenants similarly affected (each of whom pays one dollar ($1) per space), may petition for a determination whether a proposed or actual action by the landlord affecting such tenant(s) is within the terms of this Ordinance. If the County shall establish forms for such petitions, the petition shall be prepared and submitted upon such form. In the absence of such designated form, the petition shall contain the name, address and telephone number, if known, of the landlord, owner, manager, or other person authorized to represent the owner of the mobile home park, a brief statement of the facts giving rise to the petition and a statement that a copy of the petition has been personally served or mailed to the owner, manager or other person authorized to accept and receive notices to the landlord. B. The petition shall also include the name, address, and telephone number of the designated representative of the petitioner(s) to whom notices and other communications respecting the petition are to be transmitted. C. In the event a petition by a tenant(s) results in a downward adjustment in the space rent, the park owner shall not be obligated to adjust any rent except the rent of those tenant(s) who signed the petition and paid the established filing fee. D. A petition must be filed within 60 days of notice being given by the park owner or within 90 days of the action actually taken by the park owner when no written notice preceded the action. E. In the event the petitioner or petitioners are claiming that a net operating income rental increase otherwise allowed by Section 9B above should be disallowed in whole or in part because of conditions of deteriorating maintenance the petitioner(s) shall specify the conditions of deteriorating maintenance in their petition with the specificity required by Civil Code Section 798.84(b). F. Upon receipt of the petition, the Director shall determine whether or not the petition contains the minimum number of signatures required. Thereafter, the Director shall notify, in writing, the park owner and the residents of the results of his/her determination. G. The Director shall in a timely manner assign a Hearing Officer who shall conduct an informal hearing in an attempt to resolve the matter. In making his/her recommendation(s), the Hearing Officer may consider all relevant factors including those listed in this Ordinance. H. The Hearing Officer shall, if he/she finds it practical to do so, hold the informal hearing at the mobile home park. In any event, the Hearing Officer shall use all reasonable efforts to hold the hearing at a location which is convenient for the residents of the park. I. The hearing may be attended by no more than two representatives from the affected tenants and two representatives from the park owner. Attorneys shall not be present at the informal hearing(s) unless agreed to by both sides except in a case where the park owner or petitioning tenant(s) is an attorney in which case the other party may be accompanied by its own attorney. J. Either side may submit written, photographic or other type of documentary evidence to support their contentions, but is not required to do so. K. The Director shall set time lines by which the informal hearing process must be concluded and shall take all appropriate steps to see that the informal hearing process is conducted in a manner that respects the rights of both sides. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:12 Menifee Mayor and City Council September 1,2021 Page 331 of 349 Ord. 760 - Page 11 L. The Hearing Officer shall submit his/her final recommendations in written form to both sides and to the Director. M. Any agreements reached by the parties shall be reduced to writing and be signed by them and the Hearing Officer. N. No statement(s) made by a party in the informal hearing process may be introduced into evidence or presented before the Arbitrator or Board unless agreed to by side making the statement. 13. PETITION BY LAND ORDINANCE. Any landlord of a mobile home park affected by this Ordinance may, upon payment of a filing fee of one dollar ($1) per space affected under this Ordinance, petition for a determination whether a particular course of action by said landlord is allowable, valid and in conformity with this Ordinance. The Director may designate forms for the filing of such petitions. In the event that no such form has been designated, the petition shall be in writing, and shall contain the name, address and telephone number, if any, of the person requesting the interpretation or opinion, the name and address of each tenant of a rental space owned or managed by the person requesting the interpretation or opinion, if it is intended that such interpretation or opinion affects such rental space, a brief statement of the facts giving rise to the request for interpretation or opinion, and a statement that a copy of such petition has been personally served upon or mailed to each such tenant who might be affected thereby. The Hearing Officer procedures specified in Section 12 G-N inclusive of this Ordinance shall be used for the initial consideration of the landlord’s Petition. 14. APPEAL TO ARBITRATOR OR BOARD. Any party to a hearing conducted by a Hearing Officer shall be entitled to appeal the decision to the Arbitrator [or to the Mobile Home Board, if established]. 15. ARBITRATION. A. If a majority of the petitioning parties or the park owner wish to proceed to arbitration they shall, within 20 days of notification of the Hearing Officer’s final recommendation, notify the Director in writing of their decision to proceed to arbitration. B. Within 30 days of notice of the filing of the request for arbitration the Mobile Home owner(s) and park owner shall contribute and deposit a sum of money with the Director for the estimated costs of, and as determined by, the Director. In no event shall the mobile home owner(s) contribution exceed $300 or such other amount (greater or lesser) as the Director may establish. Failure on the part of the petitioner(s) to deposit its share, shall terminate the proceedings and deny the request. In the event the park owner fails to deposit his share, the Arbitrator shall enter an order as to such park owner denying any increase in rent or any other new “pass through” charge for a 12 month period, beginning the date of the notice of increase that is the subject of dispute. This order shall become effective 30 days from the date it is mailed by the Director unless a stay of execution is granted. Unless such a Judicial stay is granted, any rent increase collected by park owner while this procedure was pending shall be refunded to residents within sixty (60) days of the date of mailing of the notice denying the increase pursuant to this Section, by the Director. If no contrary Judicial order is entered, and the amounts owed are not repaid in sixty (60) days, affected residents may reduce their rental payments next due by the amount overpaid. If the amount exceeds 1 month’s payment, the balance shall be deducted the next month until resident has received the overpayment plus 10% of the total as a penalty for park owner not having complied with the provisions of this Ordinance. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:13 Menifee Mayor and City Council September 1,2021 Page 332 of 349 Ord. 760 - Page 12 C. In the event a petition by a tenant(s) results in a downward adjustment in the space rent, the park owner shall not be obligated to adjust any rent except the rent of those tenant(s) who signed the petition and paid the established filing fee. 16. SELECTION OF ARBITRATOR. A. The County Executive Officer shall, if the parties cannot otherwise agree, select the person who is to be the Arbitrator. The Arbitrator shall be selected from a list of recommendations provided by the Board of Directors of the Riverside County Bar Association or such other organization(s) as the County Executive Officer deems appropriate. The Arbitrator shall be a resident of Riverside County and be qualified by education, training and experience. The Arbitrator shall be subject to the same restrictions as imposed upon the members at large of the Mobile home Board. B. The Arbitrator shall not be required to submit the verified statements of economic interest required for at-large members of the Mobile home Board. C. The County shall pay the Arbitrator his or her fees as agreed between the Arbitrator and the County Executive Officer. 17. CONDUCT OF PROCEEDINGS. A. The following is applicable to all hearings before the Arbitrator or Mobile Home Board. B. Each party to a hearing may have assistance in presenting evidence or in setting forth by argument his or her position, from an accountant, attorney or such other person of his own choosing as may be designated by said party. C. Formal rules of evidence shall not apply in such proceedings; however, all testimony (oral or written) offered as evidence shall be under oath. D. In the event any party shall fail to appear at the time and place set for hearing of a petition without good cause as determined by the Arbitrator or Board, the Arbitrator or Board may hear and review such evidence as may be presented by those present, and may make such findings and decisions as shall be supported by the evidence placed into the record. E. The Arbitrator or Board, shall make findings based on the evidence as presented as to each fact relevant to its decision on the petition. The decision shall be based upon the findings, and shall: 1. Determine whether the action or proposed action of a landlord is valid, authorized, and in conformity with this Ordinance; F. The decision shall be made no later than thirty (30) days after the matter has been submitted for determination. No rent adjustment shall be authorized unless supported by a preponderance of the evidence. A notice of the decision shall be sent to each party to a proceeding. 18. APPEAL TO COURT. The findings and decisions of the Arbitrator or Board shall be a final administrative action. There shall be no right of appeal to the Board of Supervisors, but appeal may be to court pursuant to Code of Civil Procedure Sections 1094.5 and 1094.6. Such findings and decisions shall be public records, and may be certified by the Director, or by the Clerk of the Board of Supervisors. Each decision shall set forth a Notice as required by California Government Code Section 1094.6. The decision shall become effective upon mailing to the party unless otherwise indicated. 19. PRIORITIES. All petitions for hearings shall be heard in order of date filed. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:14 Menifee Mayor and City Council September 1,2021 Page 333 of 349 Ord. 760 - Page 13 20. RENT ADJUSTMENT REGULATIONS. For purposes of determining allowable rent adjustments, except those specified in Section 9 A for permissive annual adjustment and in Section 9 D for capital improvements, the principles set forth in this section shall be used. The Arbitrator or Board may consider all relevant factors including, but not limited to: increases or decreases in operating and maintenance expenses, the extent and cost of utilities paid by the park owner, necessary and reasonable capital improvements of the park as distinguished from normal repair, replacement and maintenance, increases or decreases in amenities, equipment, insurance, services, substantial deterioration of the park other than as a result of ordinary wear and tear, failure on the part of the park owner to provide timely and/or adequate maintenance and repair, federal and state income tax benefits, the speculative nature of the investment, whether or not the property was acquired or is held as a long term or short term investment, the owner's rate of return on investment, the owner’s method of financing and prudent use and need thereof, the owner's current and base year Net Operating Income (N.O.I.) as inflated to date by current CPI and any other factors deemed relevant by the Arbitrator or Board, in providing the owner a fair return. The fact that a park is old shall not, of itself, be indicative that maintenance has deteriorated. The Arbitrator or Board shall distinguish between normal deterioration and obsolescence of the park due to age and failure to adequately maintain. In the event any such claim or claims of failure to adequately maintain are proven, the Arbitrator or Board may take one or more of the following actions: A. Deny any rental increase; B. Offset any allowable rental increase by an amount that is adequate to reflect the degree of failure to adequately maintain. C. Condition any allowable rental increase upon a remediation of the failure to maintain by the park owner. In this regard the Arbitrator or Board may freeze rents at the pre- increase level until such time as the park owner has come into compliance with the Arbitrator’s or Board’s decision. D. The Arbitrator or Board may recess the hearing for a period not to exceed 90 days to allow the park owner to correct the condition or conditions of inadequate maintenance. E. The Arbitrator or Board may combine any two or more of the above listed actions and/or may take any other action or actions that it deems necessary to correct the problem of inadequate maintenance. 21. NET OPERATING INCOME. Net Operating Income (NOI) shall be gross income less allowable operating expenses. 22. GROSS INCOME. Gross Income equals: A. Gross rents, computed as gross rental income at 100% paid occupancy, plus B. Interest from rental deposits, unless directly paid by the landlord to the tenants. C. Income from miscellaneous sources, including, but not limited to, laundry facilities, vending machines, amusement devices, cleaning fees or services, garage and parking fees, plus D. All other income or consideration received or receivable for or in connection with the use or occupancy of rental units, E. Minus uncollected rents due to vacancy and bad debts to the extent that the same are beyond the landlord’s control. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:15 Menifee Mayor and City Council September 1,2021 Page 334 of 349 Ord. 760 - Page 14 23. ALLOWABLE OPERATING EXPENSES. Operating expenses shall include but not be limited to the following: A. Real property taxes. B. Utility costs. Utility costs are for natural gas or liquid propane gas, electricity, water, cable television, garbage or refuse service, and sewer service, unless billed separately to and paid by the park residents in which case the park owner may not deduct such costs. It is assumed that charges for utility services billed to the tenant separately include an adequate reserve amount to repair and upgrade meters, lines and equipment and the park owner shall have the burden of showing by clear and convincing evidence that any additional expense is necessary to cover such repairs or upgrade. C. Management fees actually paid if management services are contracted for. If all or a portion of management services are performed by the landlord, management fees shall include the reasonable value for such landlord performed services. Management fees greater than five percent (5%) of gross income are presumed to be unreasonable. Such presumption may be rebutted. D. Other reasonable management expenses, including, but not limited to, necessary and reasonable advertising, accounting and insurance. E. Normal repair and maintenance expenses, including, but not limited to, painting, normal cleaning, fumigation, landscaping, and repair of all standard services, including electrical, plumbing, carpentry, furnished appliances, drapes, carpets, and furniture. F. Owner-performed labor, which shall be compensated at the following hourly rates upon documentation of the date, time, and nature of the work performed: 1. At the general prevailing rate of per diem wages for the Riverside or Indio area, (whichever may be applicable) for the specific type of work performed, as determined and published by the Director of the Department of Industrial Relations of the State of California pursuant to Section 1770 et seq of the Labor Code of the State of California. 2. If no such general prevailing rate has been determined and published, then a cost per hour for general maintenance and a cost per hour for skilled labor as established by Riverside County Department of Economic Development. 3. Notwithstanding the above, a landlord may receive greater or lesser compensation for self-labor if the landlord proves by clear and convincing evidence that the amounts set forth above are substantially unfair in a given case. 4. Owner performed labor in excess of 5% of Gross Income shall not be allowed unless the landlord proves by clear and convincing evidence that such excess labor expenses resulted in proportionately greater services for the benefit of tenants. G. License and registration fees required by law to the extent same are not otherwise paid by tenants. H. The reasonable cost of the capital improvement including reasonable financing costs, plus two percent (2%) over the prime rate at Bank of America in effect at the time of the assessment computed in accordance with any useful life table utilized by the Internal Revenue Service. I. Reasonable attorneys fees and costs incurred as normal and reasonable costs of doing business, including, but not limited to, good faith attempts to recover rents owing and good faith unlawful detainer actions not in derogation of applicable law, to the extent same are not recovered from tenants. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:16 Menifee Mayor and City Council September 1,2021 Page 335 of 349 Ord. 760 - Page 15 24. OPERATING EXPENSES NOT ALLOWABLE. Operating expenses shall not include the following: A. Avoidable, unreasonable or unnecessary expenses; 1. All expenses allowed must be reasonable. To the extent that the Arbitrator or Board finds any expense(s) to be unreasonable, the Arbitrator or Board shall adjust such expense(s). B. Mortgage principal and interest payments; 1. In refinancing, increased interest shall be permitted to be considered as an operating expense only where the park owner can show that the refinancing was reasonable and consistent with prudent business practices under the circumstances. C. Lease purchase payments; and rent or lease payments to park owner’s lesser; except that increases in such payments in any year may be allowed if found by the Arbitrator or Board to be reasonable and consistent with prudent business practice under the circumstances. D. Excessive costs of maintenance caused by delaying normal maintenance; E. A cost that results because the loss is uninsured where prudent business practice would expect insurance coverage or the cost for that portion of a loss above a normal deductible, if underinsured, shall not be included as an operating expense. F. Depreciation of the real property; G. Any expenses for which the landlord has been reimbursed by any security deposit, insurance settlement, judgment for damages, settlement, or any other method. H. Attorneys fees and other costs incurred for preparation and presentation of proceedings before the Arbitrator or Board, or in connection with civil actions or proceedings against the Arbitrator or Board. I. Penalties, fees or interest assessed or awarded for violation of this or any other statute; 25. PRESUMPTION OF FAIR BASE YEAR NET OPERATING INCOME. Except as provided in below, it shall be presumed that the Net Operating Income produced by a park owner during the base year, provided a fair return on property. Owners shall be entitled to maintain and increase their Net Operating Income from year to year in accordance with Sections 8B and 9B. 26. REBUTTING THE PRESUMPTION. It may be determined that the base year net operating income yielded other than a fair return on property, in which case, the base year Net operating Income may be adjusted. In order to make such a determination, the Arbitrator or Board or its designee must make at least one of the following findings: A. The owner's operating and maintenance expenses in the base year were unusually high or low in comparison to other years. In such instances, adjustments may be made in calculating such expenses so the base year operating expenses reflect average expenses for the property over a reasonable period of time. The Arbitrator or Board shall consider the following factors: 1. The owners made substantial capital improvements during the base year which were not reflected in the rent levels on the base date. 2. Substantial repairs were made due to damage caused by natural disaster, vandalism or other cause which management has taken appropriate action to reduce. 3. Maintenance and repair were below accepted standards so as to cause Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:17 Menifee Mayor and City Council September 1,2021 Page 336 of 349 Ord. 760 - Page 16 significant deterioration in the quality of housing services. 4. Other expenses were unreasonably high or low notwithstanding the following of prudent business practices by management. B. The rental rates in the base year were disproportionate due to enumerated factors below. In such instances, adjustments may be made in calculating gross rents consistent with the purpose of this Ordinance. 1. The rental rates in the base year were substantially higher or lower than in preceding months by reason of premiums being charged or rebates being given for reasons unique to particular units or limited to the period determining the base rent. 2. The rent in the base year was substantially higher or lower than at other times of the year by reason of seasonal demand or seasonal variations in rent. 3. The rental rates in the base year were exceptionally high or low due to other factors which would cause the application of the base year net operating income to result in gross inequity to either the owner or tenant. 27. DETERMINATION OF BASE YEAR NET OPERATING INCOME. A. To determine the Net Operating Income during the base year, there shall be deducted from the annualized gross income being realized in 1991, a sum equal to the actual operating expenses for calendar year 1991, unless the owner demonstrates to the satisfaction of the Arbitrator or Board that the use of some other consecutive 12-month period is justified by reasons consistent with the purposes of this section. B. In the event the owner did not own the subject property during the base year, the operating expenses for 1991 shall be determined by one of the following methods, whichever the Arbitrator or Board determines to be more reliable in the particular case: 1. The previous owner’s actual operating expenses as defined in Section 23 if such figures were available, or 2. Actual operating expenses for the first calendar year of new ownership, adjusted to 1991. C. Park owners shall be entitled to maintain and increase their net operating income from year to year in accordance with the guidelines set forth in this Ordinance. It shall further be rebuttably presumed that where the net operating income is less than fifty percent (50%) of gross income in the base year, the park owner was receiving less than a just and reasonable return on the mobile home park. 28. DETERMINATION OF CURRENT YEAR NET OPERATING INCOME. To determine the current year net operating income there shall be deducted from the annualized gross income, determined by analyzing the monthly rents in effect at the time of filing of a petition, a sum equal to the actual operating expenses for the last calendar year (unless the owner demonstrates to the satisfaction of the Arbitrator or Board or its designee that the use of some other consecutive 12-month period is justified by reasons consistent with the purposes of this section). 29. SCHEDULE OF INCREASES IN OPERATING EXPENSES. Where scheduling of rental increases, or other calculations, require projections of income and expenses, it shall be assumed that operating expenses, exclusive of property taxes, and management expenses, increase at 5% per year, that property taxes increase at 2% per year, and that management expenses constitute 5% of gross income, provided, however, that if actual increases are greater or less than those listed in this section, the actual Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:18 Menifee Mayor and City Council September 1,2021 Page 337 of 349 Ord. 760 - Page 17 increases shown according to proof shall be the increases applicable. 30. DISCRETIONARY CONSIDERATIONS. While the Net Operating Income formula should operate to guarantee a park owner a fair return on the park, the Arbitrator, Board or Hearing Officer considering a request for rent increases shall consider all relevant factors presented in making a determination, as set forth in this Ordinance. 31. INCREASES PENDING HEARING. Rent increases may be collected in full by the park owner until such time as ordered otherwise by a final decision of the Arbitrator or the Board or unless agreed upon by the residents and the park owner. 32. RENT ADJUSTMENTS FOR REDUCTION IN UTILITY SERVICES. A. If a mobile home park provides in the rent, without separate charge, utilities or similar services (including, but not limited to, natural gas, electricity, water, sewer, trash, and/or cable television) and converts to separate charge for such service by separate metering, separate charge or other lawful means of transferring to the tenant the obligation for payment for such services, the cost savings shall be passed through to tenants by a rent adjustment equal to the actual cost to the park of such transferred utility or similar service (less common area usage)based on costs for the twelve (12) months period prior to notice to the tenants of the change. Provided compliance with this section occurs, provisions for mediation and/or hearing shall not apply. It is the intent of this Section for those rental agreements entered into on or after January 1, 1991, to be consistent with the provisions of Civil Code Section 798.41 as adopted by Chapter 1013, Section 2 of the Statutes of 1990. B. For purposes of this section, in determining cost savings to be passed on to tenants in the form of decreased rent, the cost of installation of separate utility meters, or similar costs incurred by the owner to shift the obligation for payment of utility costs to the tenants shall not be considered. However, this shall not be construed to prohibit or prevent the consideration of inclusion of such costs as an increased operating expense at mediation or arbitration. 33. QUANTUM OF PROOF AND BURDEN OF PROOF. The decision of the Arbitrator, the Board, the Director, or the Hearing Officer must be supported by the evidence submitted at the hearing. The petitioning party shall have the burden of going forward with the evidence and the burden of persuasion by a preponderance of the evidence. 34. REMEDIES FOR VIOLATION. A. Civil Remedies - Any person who demands, accepts, or retains any payment in violation of any provision of this Ordinance shall be liable in a civil action to the person from whom such payment is demanded, accepted, or retained for damages in the sum of three (3) times the amount by which the payment or payments demanded, accepted or retained exceed the maximum rent which could lawfully be demanded, accepted, or retained, together with reasonable attorney's fees and costs as determined by the Court. B. Criminal Remedies - It shall be unlawful for any owner to willfully and knowingly adjust any rent in an amount in excess of that allowed under this Ordinance or by order of the Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:19 Menifee Mayor and City Council September 1,2021 Page 338 of 349 Ord. 760 - Page 18 Arbitrator or Mobile Home Board. Any owner who willfully and knowingly violates any of the provisions of this Ordinance or the orders of the Arbitrator or Mobile Home Board shall be guilty of a misdemeanor punishable by a fine not exceeding $1,000 or six months in jail or both. C. Injunctive and Other Civil Relief - The Arbitrator, the Mobile Home Board, the Director, the County, and/or the Tenants and Owners may seek relief from the appropriate Court within the jurisdiction within which the rental unit is located to enforce any provision of this Ordinance or its implementing regulations or to restrain or enjoin any violation of this Ordinance and of the rules, regulations, orders and decisions of the Arbitrator, Mobile Home Board or Board of Supervisors. D. Non-waiver of Rights - Any waiver or purported waiver by a tenant or prospective tenant of rights granted under this Ordinance prior to the time when such rights may be exercised, whether oral or written, shall be void as contrary to public policy. 35. PERIODIC REVIEW OF ORDINANCE. A. The Board of Supervisors shall review the provisions of this Ordinance following a report by the Director one year following the date of adoption thereof, and at any other time deemed appropriate, in order to consider the following: 1. Whether this Ordinance continues to be necessary to protect the public health, safety, and welfare. 2. Whether the implementation of the provisions of this Ordinance have been adequate; and 3. Whether the provisions of this Ordinance should be amended to provide more effective regulations or to avoid unnecessary hardship. 36. SEVERABILITY. If any provisions of this Ordinance or application thereof to any person or circumstances is held to be invalid, this invalidity shall not affect other applications of this Ordinance which can be given effect without the invalid provision or application, and to this end, the provisions of this Ordinance are declared to be severable. 37. ORDINANCE TO BE LIBERALLY CONSTRUED. This Ordinance shall be liberally construed to achieve the purposes of this Ordinance and to preserve its validity. 38. PROSPECTIVE EFFECT. This Ordinance is intended to operate prospectively from its effective date, and anything which occurred prior to the effective date of this Ordinance which was otherwise lawful shall not be affected. Any agreement entered into between a park owner and park residents resolving a dispute which arose under Ordinance 606 and its subsequent amendments shall continue to be effective and enforceable between the parties. 39. EFFECTIVE DATE. This Ordinance is effective 30 days after adoption. 40. OPERATIVE DATE. This Ordinance shall become operative on July 1, 1996. 41. NO REPEAL OF ORDINANCE NO. 606. Ordinance 606 is not repealed by adoption of this Ordinance. The Board of Supervisors on or before July 1, 1996 shall consider the need to repeal Ordinance No. 606. Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:20 Menifee Mayor and City Council September 1,2021 Page 339 of 349 Ord. 760 - Page 19 Adopted: 760 Item 3.2 of 02/20/1996 (Eff: 03/20/1996) Amended: 760.1 Item 3.5 of 09/10/1996 (Eff: 10/10/1996) 760.2 Item 7.4 of 09/17/1996 (Eff: 10/17/1996) Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:21 Menifee Mayor and City Council September 1,2021 Page 340 of 349 PETITION FOR HEARING RIVERSIDE MOBILE HOME RENT BOARD 4080 Lemon Street Riverside, CA 92501 Please Check One: Home Owner: Individual ($1.00*) Group ($1.00* per space) (*Filing Fee) If more than one space affected, at least 30% of spaces similarly affected must sign petition attached. Park Owner: Landlord ($1.00* per space) Hardship Rent Increase ($1.00* per space) (*Filing Fee) Number of Spaces Affected ___________________ Applicant: ________________________________________ Telephone: __________________________ Address: ___________________________________________ City: _________________ Zip: __________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Summary of Petition (Please attach additional sheets if needed): Signature: _________________________________________ Date: _________________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ For Office Use Received by: ______________________________________ Date: ___________________ Fee Paid: $________________________________________ Receipt Number: __________ Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:22 Menifee Mayor and City Council September 1,2021 Page 341 of 349 RESIDENT’S PETITION TO PROTEST RENT INCREASE PURSUANT TO COUNTY ORDINANCE 760 We, the undersigned residents of _________________________________ do hereby petition, pursuant to procedures as set forth in County Ordinance 760. The proposed space rent increase is $_____________, or ( _____________%) per month/year, effective _______________. The other rent related dispute involves: (Provide typed or printed attachments, if needed) ____________________________________________________________________________________________________________ ____________________________________________________________________________________________________________ ____________________________________________________________________________________________________________ ____________________________________________________________________________________________________________ At lease 30% of the tenants similarly affected must sign below (one signature per space). If additional signatures are required, you may add signatures to the back of this petition. NAME: _____________________________________________ Phone #: ( )______________________________ MAILING ADDRESS: ___________________________________________________________________________ DATE PRINT NAME SIGNATURE SPACE # 1. __________ ____________________________________ _________________________________ ___________ 2. __________ ____________________________________ _________________________________ ___________ 3. __________ ____________________________________ _________________________________ ___________ 4. __________ ____________________________________ _________________________________ ___________ 5. __________ ____________________________________ _________________________________ ___________ 6. __________ ____________________________________ _________________________________ ___________ 7. __________ ____________________________________ _________________________________ ___________ 8. __________ ____________________________________ _________________________________ ___________ 9. __________ ____________________________________ _________________________________ ___________ 10. __________ ____________________________________ _________________________________ ___________ 11. __________ ____________________________________ _________________________________ ___________ 12. __________ ____________________________________ _________________________________ ___________ 13. __________ ____________________________________ _________________________________ ___________ 14. __________ ____________________________________ _________________________________ ___________ 15. __________ ____________________________________ _________________________________ ___________ 16. __________ ____________________________________ _________________________________ ___________ 17. __________ ____________________________________ _________________________________ ___________ 18. __________ ____________________________________ _________________________________ ___________ 19. __________ ____________________________________ _________________________________ ___________ 20. __________ ____________________________________ _________________________________ ___________ I declare under penalty of perjury that all signatures on this petition were made in my presence. Dated: _______________________ Signed: ___________________________________________ Item Title:12.4 Mobile Home Rent Stabilization Discussion Item Page Number:23 Menifee Mayor and City Council September 1,2021 Page 342 of 349 RENT ADJUSTMENT APPLICATION RIVERSIDE MOBILE HOME RENT BOARD 4080 Lemon Street Riverside, CA 92501 Applicant: ____________________________________ Address: ____________________________________ ____________________________________ Contact: ____________________________________ Phone: ____________________________________ Date of Last Adjustment: _______________________ _____________________________________________ Signature Date _____________________________________________ Approved By Date Comments: ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ Permissive Adjustment % Space No. Resident’s Name & Address (Other than Park) Proposed Monthly Rent Annual Adjustment Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 24Menifee Mayor and City Council September 1, 2021Page 343 of 349 Exhibit A RIVERSIDE MOBILE HOME RENT BOARD PETITION FOR HARDSHIP RENT INCREASE All information requested on this form must be provided. Failure to answer any question may result in dismissal of the petition by the Board Name of Applicant: ____________________________________________________________________________________________________ (If corporation, indicate also name of person to contact concerning this petition) Title of Applicant: ___________________________________________ Telephone No. (_________)____________________________ (Area Code) Business Address: _____________________________________________________________________________________________________ Name & Address of Rental Property: _____________________________________________________________________________________ Last Calendar I. Gross Income Base Year Year A. Gross Rents (computed as Gross Rental Income at 100% paid occ.) $_________ $_________ (Furnished copy of base rent roll and current rent role for all spaces if not on file with Board B. Interest from Deposits (unless paid directly to tenants) $_________ $_________ C. Income from: Base Year Last Calendar Year 1. Laundry Facilities $___________ $___________ 2. Vending Machines $___________ $___________ 3. Cleaning Fees $___________ $___________ 4. Garage & Parking Fees $___________ $___________ 5. Other (Specify): ____________________________ $___________ $___________ ____________________________________________ $___________ $___________ TOTAL $_________ $_________ Page 1 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 25Menifee Mayor and City Council September 1, 2021Page 344 of 349 Last Calendar Base Year Year D. Add Lines A, B, and C $_________ $_________ E. Uncollected Rents Due to Bad Debts and Vacancies $_________ $_________ F. Gross Income (Subtract Line E from Line D) $_________ $_________ II. Operating Expenses Last Calendar Base Year Year G. Management Expenses 1. Accounting $_________ $_________ 2. Advertising $_________ $_________ 3. Insurance Premiums $_________ $_________ 4. Legal Fees $_________ $_________ 5. Value of Landlord Performed Services $_________ $_________ 6. Management Fees $_________ $_________ 7. Office Supplies $_________ $_________ 8. Salaries and Payroll Taxes $_________ $_________ 9. Other (Specify): ___________________________ $_________ $_________ _________________________________________ $_________ $_________ _________________________________________ $_________ $_________ _________________________________________ $_________ $_________ TOTAL $_________ $_________ Page 2 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 26Menifee Mayor and City Council September 1, 2021Page 345 of 349 Last Calendar Base Year Year II. Operating Expenses (Con’t) Last Calendar Base Year Year H. Repair and Maintenance Costs 1. Appliances $_________ $_________ 2. Cleaning $_________ $_________ 3. Fumigation $_________ $_________ 4. Furniture $_________ $_________ 5. Landscaping $_________ $_________ 6. Painting $_________ $_________ 7. Supplies $_________ $_________ 8. Other (Specify): ________________________________ $_________ $_________ ______________________________________________ $_________ $_________ ______________________________________________ TOTAL $_________ $_________ $_________ $_________ I. Real Property Taxes: J. License and Registration Fees Not Otherwise Paid by Tenants (Specify) 1. ___________________________________________ $_________ $_________ 2. ___________________________________________ $_________ $_________ 3. ___________________________________________ $_________ $_________ TOTAL $_________ $_________ Page 3 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 27Menifee Mayor and City Council September 1, 2021Page 346 of 349 II. Operating Expenses (Con’t) Last Calendar Base Year Year Last Calendar Base Year Year K. Utility Costs: 1. Electricity $_________ $_________ 2. Gas $_________ $_________ 3. Telephone $_________ $_________ 4. Water $_________ $_________ 5. Other (Specify): ________________________________ $_________ $_________ ______________________________________________ $_________ $_________ ______________________________________________ TOTAL $_________ $_________ L. Amortized Capital Expenses: 1. ____________________________________________ $_________ $_________ 2. ____________________________________________ $_________ $_________ 3. ____________________________________________ $_________ $_________ 4. ____________________________________________ $_________ $_________ 5. ____________________________________________ $_________ $_________ 6. ____________________________________________ $_________ $_________ 7. ____________________________________________ $_________ $_________ 8. ____________________________________________ $_________ $_________ Page 4 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 28Menifee Mayor and City Council September 1, 2021Page 347 of 349 Last Calendar Base Year Year II. Operating Expenses (Con’t) Last Calendar Base Year Year L. Amortized Capital Expenses (Con’t) 9. ___________________________________________ $_________ $_________ 10. ___________________________________________ $_________ $_________ TOTAL $_________ $_________ M. Enter Total From Line F (Gross Income) $_________ $_________ N. Total Expenses (Add Lines G, H, I, J, K, and L) $_________ $_________ O. Net Operating Income (Subtract Line N from Line M) $_________ $_________ III. Do you consider any of the amounts entered above on Lines A through E or G through L to be unusually high or low: Yes___________________ No__________________ If yes, explain below: Line Item Year Explanation______________________________________________________ Page 5 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 29Menifee Mayor and City Council September 1, 2021Page 348 of 349 IV. List below the names and address of all tenants of units affected by this petition. Attach additional sheets if necessary. V. State briefly any additional reason(s) for seeking a hardship rent increase: VI. Have available, at the hearing, substantiation of all expenses claimed in the petition. I declare under penalty of perjury that the statements contained herein are true and correct. Signature:_____________________________________________________________________ Date:_________________________ Page 6 of 6 Item Title: 12.4 Mobile Home Rent Stabilization DiscussionItem Page Number: 30Menifee Mayor and City Council September 1, 2021Page 349 of 349