City Council

# CITY OF WILDOMAR CITY COUNCIL SPECIAL MEETING MINUTES DECEMBER 15, 2021

## CALL TO ORDER – SPECIAL SESSION - 7:00 P.M. OR IMMEDIATELY FOLLOWING THE ADJOURNED REGULAR CITY COUNCIL/CEMETERY DISTRICT MEETING The Special Meeting of December 15, 2021, of the Wildomar City Council was conducted in-person at the Wildomar Council Chambers, 23873 Clinton Keith Road, Suite 106, Wildomar, California, and was called to order by Mayor Nigg at 8:38 p.m.

City Council Roll Call showed the following:

Members in attendance: Council Member Moore, Morabito, Swanson, Mayor Pro Tem Benoit, Mayor Nigg

Members absent: None.

Staff in attendance: Assistant City Manager York, City Attorney Jex, City Clerk Morales, Planning Director Bassi, Administrative Services Director Howell, Project Consultant Riley, Economic Development Director Davidson, Development Manager Stadnik, Associate Engineer Farag, Community Services Director Torres and Capital Project Manager Repke.

## 1.0 CONSENT CALENDAR Mayor Nigg pulled the item for a staff presentation.

## 1.1 City Hall Facility Lease-Eleventh and Final Amendment

Mayor Nigg read the title.

Assistant City Manager York presented the staff report.

A MOTION was made by Mayor Pro Tem Benoit seconded by Councilmember Morabito to approve and authorize the City Manager to sign the proposed Eleventh Amendment to the City Hall Facility Lease.

MOTION carried 5-0, by the following vote:

YEA: Moore, Morabito, Swanson, Mayor Pro Tem Benoit, Mayor Nigg NAY: None

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ABSTAIN: None ABSENT: None

## 2.0 PUBLIC HEARINGS There were no items scheduled.

## 3.0 GENERAL BUSINESS There were no items scheduled.

## ADJOURN THE CITY COUNCIL MEETING There being no further business, Mayor Nigg adjourned the City Council Meeting at 8:43 p.m.

Submitted by: Approved by:

Janet Morales, CMC City Clerk

Ben J. Benoit Mayor

CITY OF WILDOMAR CITY COUNCIL AGENDA DECEMBER 15, 2021 7:00 P.M. or IMMEDIATELY FOLLOWING THE ADJOURNED REGULAR CITY COUNCIL/CEMETERY DISTRICT MEETING – SPECIAL SESSION Council Chambers 23873 Clinton Keith Road Ste 106 Wildomar, CA 92595 OR Join Zoom Meeting: https://us02web.zoom.us/j/84801699357 OR Dial in: 1 (669) 900 6833 | Webinar ID: 848 0169 9357 Dustin Nigg, Mayor, District 2 Ben J. Benoit, Mayor Pro Tem, District 1 Bridgette Moore, Council Member, District 4 Joseph Morabito, Council Member, District 3 Marsha Swanson, Council Member, District 5 Gary Nordquist Thomas D. Jex City Manager City Attorney

City of Wildomar City Council Agenda December 15, 2021 The City of Wildomar encourages your participation in the meeting; however, to minimize the spread of the COVID-19 virus, this meeting is being conducted in person and via video and teleconferencing with the following options available for the public to participate: 1. You may view the Regular Session meeting live on the City of Wildomar’s website at http://www.cityofwildomar.org or on cable TV through Frontier Channel 36 or AT&T channel 99. To view from the website, select the live stream link on the top of the front page. 2. You may participate via the ZOOM Webinar Telephone and Videoconferencing. 3. You may participate in person; however, masks are required for all individuals, and seating may be limited as the City is still participating in the 6-foot social distancing seating procedure. Instructions for Electronic Participation Please Note: During the meeting all participants videos will be turned off during the entire meeting and you will be placed on Mute by the host. You will not be able to mute or unmute your lines manually. The host will unmute your line when you are called to speak. 1. Log in or call into ZOOM via desktop/laptop, smartphone or telephone. You must download the ZOOM app to access the link from an Apple smartphone or IPAD. 2. During Public Comment not on the agenda and after each Agenda Item, the Mayor will announce Public Comment. If you would like to speak, please raise your hand virtually to be placed in the queue. 3. When your name or the last 3 digits of your phone number are called, the host will unmute you. Public Comments will be limited to 3 minutes or such other time as the Council may provide. Directions to virtually raise hand on a DESKTOP/LAPTOP: • At the bottom of the list, please click on the grey “Raise Hand” button. Directions to virtually raise hand on a SMARTPHONE: • Look for the “Raise Hand” button on the screen and click the button. Directions to virtually raise hand on a TELEPHONE line only: • Dial *9 on your keypad to signal that you would like to comment. When the Host unmutes you, Dial *6 to unmute. Instructions for In Person Participation During Public Comment not on the agenda and after each Agenda Item, the Chair will announce Public Comment. If you would like to speak on that item, please fill out a speaker slip and submit it in the inbox at the front of the room. When the City Clerk announces your name, please come up to the podium. Public Comments are limited to 3 minutes or such other time as the Council may provide. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk’s Office at 951- 677-7751 x210. The City of Wildomar thanks you in advance for taking all precautions to prevent spreading the COVID 19 virus. NOTICE: City Council meetings may be live-streamed, photographed and/or videotaped. Participation at the meeting constitutes consent by members of the public to the City’s and any third party’s use in any media, without compensation or further notice, of audio, video, and/or pictures of meeting attendees.

City of Wildomar City Council Agenda December 15, 2021 CALL TO ORDER – SPECIAL SESSION - 7:00 P.M OR IMMEDIATELY FOLLOWING THE ADJOURNED REGULAR CITY COUNCIL/CEMETERY DISTRICT MEETING ROLL CALL 1.0 CONSENT CALENDAR All matters listed under the Consent Calendar are considered routine and will be enacted by one roll call vote. There will be no separate discussion of these items unless members of the Council, the Public, or Staff request to have specific items removed from the Consent Calendar for separate discussion and/or action. 1.1 City Hall Facility Lease-Eleventh and Final Amendment RECOMMENDATION: Staff recommends that the City Council approve and authorize the City Manager to sign the proposed Eleventh Amendment to the City Hall Facility Lease. 2.0 PUBLIC HEARINGS There are no items scheduled. 3.0 GENERAL BUSINESS There are no items scheduled. ADJOURN THE CITY COUNCIL MEETING REPORTS: All agenda items and reports are available for review at City Hall, 23873 Clinton Keith Road and on the City’s website at the following address: http://www.cityofwildomar.org/government/agendas___minutes. Any writings or documents provided to a majority of the City Council regarding any item on this agenda (other than writings legally exempt from public disclosure) will be made available by appointment for public inspection at City Hall during regular business hours.

City of Wildomar City Council Agenda December 15, 2021 If requested, the agenda and backup materials will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans With Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. Any person that requires a disability-related modification or accommodation, including auxiliary aids or services, in order to participate in the public meeting, may request such modification, accommodation, aid or service by contacting the City Clerk either in person or by phone at 951-677-7751, no later than 10:00 a.m. on the day preceding the scheduled meeting. I, Janet Morales, Wildomar City Clerk, do certify that at least 24 hours prior to the meeting, a true and correct copy of this agenda was posted at Wildomar City Hall, 23873 Clinton Keith Road; U.S. Post Office, 21392 Palomar Street; Wildomar Library, 34303 Mission Trail Blvd; and on the City’s website at www.cityofwildomar.org. ______________________________ Janet Morales, CMC City Clerk Dated: December 14, 2021

CITY OF WILDOMAR – CITY COUNCIL Agenda Item #1.1 CONSENT CALENDAR Meeting Date: December 15, 2021 TO: Mayor and City Council Members FROM: Dan York, Assistant City Manager SUBJECT: City Hall Facility Lease-Eleventh and Final Amendment STAFF REPORT RECOMMENDATION: Staff recommends that the City Council approve and authorize the City Manager to sign the proposed Eleventh Amendment to the City Hall Facility Lease. BACKGROUND/DISCUSSION: The existing lease expires December 31, 2021. The lease provided the city two options. Purchase the facility or execute a one-time three-year lease option in accordance with the terms of the underlying lease and associated amendments. At the end of the three- year option, the city would either vacate the facility or negotiate a new lease. The City Council during the November 10, 2021, Workshop discussed various options for a city hall facility. The city council did not favor the purchase option and authorized staff to commence site planning for a factory-built facility on a city owned property. FISCAL IMPACT: The terms of the three-year lease for 16,549 square feet are: 1) Calendar Year 2022 $301,853.76; 2) CY 2023 $309,797.28; and 3) CY 2024 $317,740.80. The operating expenses estimated for CY 2022 are estimated at $158,870. The lease and operating expenses are paid for from the General Fund. Submitted by: Approved by: Daniel York Gary Nordquist Assistant City Manager City Manager ATTACHMENT: A. Eleventh Amendment to the City Hall Facility Lease

Attachment A Eleventh Amendment To the City Hall Facility Lease

Eleventh Amendment to Lease Wildomar, CA LL Initials _____ City of Wildomar 12/14/2021 T Initials _____ 1 ELEVENTH AMENDMENT TO LEASE THIS ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into this _____ day of December 2021 (the “Effective Date”), by and between CFT NV Developments, LLC, a Nevada limited liability company (“Landlord”), and The City of Wildomar, a California municipal corporation (“Tenant”), with reference to the following facts: RECITALS A. Landlord’s predecessor-in-interest, Naples Plaza, Ltd., L.P. a California limited partnership, and Tenant entered into that certain Office Building Lease dated July 1, 2008, as amended by the following: the First Amendment to Lease dated May 7, 2009; the Second Amendment to Lease dated June 27, 2013; the Third Amendment to the Lease dated June 27, 2013; the Fourth Amendment to Lease dated September 3, 2013; the Fifth Amendment to Lease dated June 11, 2014; the Sixth Amendment to Lease dated December 10, 2014; the Seventh Amendment to Lease dated February 20, 2015; the Eighth Amendment to Lease dated May 3, 2017; the Ninth Amendment to Lease dated July 10, 2019; and the Tenth amendment to Lease dated March 11, 2021, collectively referred to herein as the “Lease”, with respect to the premises commonly known as Suites 102, 103, 105, 106, 107, 201, 202, 203, 207, 209, 210 and 211, consisting of approximately 16,549 square feet of rentable space, located at Oak Creek Plaza II at 23873 Clinton Keith Road, City of Wildomar, State of California (the “Premises”). Landlord is the current holder of the landlord’s interest in the Lease. B. Tenant hereby intends to exercise the last remaining renewal option extending the Lease Term for a period of three years pursuant to the terms and conditions set forth in the Lease as amended herein. C. Landlord and Tenant hereby enter into this amendment to amend the Lease to provide for the modification of certain terms, all more particularly set forth below, as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt whereof and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Affirmation of Lease. In entering into this Amendment, Tenant hereby acknowledges, agrees, represents, warrants and affirms the following facts: a. The Lease Term is set to expire on December 31, 2021 subject to the terms and conditions set forth herein. b. The Lease is in full force and effect and, except as may be expressly set forth herein.

Eleventh Amendment to Lease Wildomar, CA LL Initials _____ City of Wildomar 12/14/2021 T Initials _____ 2 2. Scope of Amendment. Except as expressly provided in this Amendment, the Lease shall remain in full force and effect and each party reserves their respective rights and affirm their respective obligations therein and as may be modified by this Amendment. 3. Defined Terms. Except as expressly provided in this Amendment, the term “Lease” shall mean the Lease as previously amended as described above and as further modified by this Amendment. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Lease. 4. Premises. Tenant acknowledges and affirms that the Premises covered by the Lease include the following: Suite Nos. Sq. Ft. 102 1,279 103 1,474 105, 106 & 107 3,825 109 1,205 110 1,155 201, 202 & 203 3,825 209 1,204 210 & 211 2,582 Total Sq. Ft. 16,549 5. Renewal. Pursuant to the terms and conditions set forth herein, Tenant hereby exercises its last remaining Option to Extend the Lease for a period of three (3) years commencing January 1, 2022 and expiring December 31, 2024 (the “Extended Term”). Tenant shall not have any further option to extend the Lease Term. 6. Minimum Rent. The parties agree that the Minimum Rent during the Extended Term shall be as follows: Term Sq. Ft. Minimum Rent per sq. ft. / month Minimum Rent (Month) Minimum Rent (Annual) 1/1/2022 – 12/31/2022 16,549 $1.52 $25,154.48 $301,853.76 1/1/2023 – 12/31/2023 16,549 $1.56 $25,816.44 $309,797.28 1/1/2024 – 12/31/2024 16,549 $1.60 $26,478.40 $317,740.80 During the time period set forth above, Tenant shall remain obligated to pay all Additional Rent on time and pursuant to the terms and conditions set forth in the Lease. The current estimated Additional Rent charges for the period from January 1, 2022 through December 31, 2022 are as follows: Operating Expenses - $0.49 per square foot, per month ; Taxes - $0.27 per square foot, per month; Insurance - $0.04 per square foot, per month per square foot, per month. These amounts are estimates only and subject to change pursuant to the terms and conditions of the Lease.

Eleventh Amendment to Lease Wildomar, CA LL Initials _____ City of Wildomar 12/14/2021 T Initials _____ 3 7. Authority. This Amendment shall be binding upon and inure to the benefit of the parties, their respective heirs, legal representatives, successors and assigns. Each party hereto warrants that the person signing below on such party’s behalf is authorized to do so and to bind such party to the terms of this Amendment and that no other signatories are required to make this Amendment effective and binding on such party. 8. Electronic Signatures. The parties hereto consent and agree that this letter amendment may be signed and/or transmitted by facsimile, e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature. The parties further consent and agree that (i) to the extent a party signs this letter amendment using electronic signature technology, by clicking “SIGN”, such party is signing this letter amendment electronically, and (ii) the electronic signatures appearing on this letter amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures. 9. On-going Duties Under the Lease. Tenant specifically acknowledges that the Minimum Rent and other ongoing monetary and non-monetary obligations provided in the Lease and this Amendment are in addition to, and Tenant remains obligated to pay, all other Additional Rent amounts due under the Lease, including without limitation for operating expenses, insurance and taxes. The parties further acknowledge that this Amendment amends the Lease, but it does not waive or compromise any future claims or causes of action which may accrue under the Lease or otherwise. 10. Counterparts. This Amendment may be executed in counterparts, and such counterparts together shall constitute but one original of this Amendment. Each counterpart shall be equally admissible in evidence, and each original shall fully bind each party who has executed it. 11. EFT Payment Instructions. Tenant is required to set up an Electronic Funds Transfer (“EFT”) program or enroll in an ACH Payment Program requested by Landlord, for the payment of Rent. All payments made by Tenant to Landlord shall include a reference to Tenant’s ID number as provided by Landlord. Should Tenant fail to include the Tenant ID number on any payment, Tenant will be responsible for an administrative fee of Fifty Dollars ($50.00) payable as Additional Rent to Landlord in addition to all other Rent. The attached ACH Authorization Form shall contain additional payment instructions. 12. Nonsufficient Funds. In the event Tenant pays any amount required hereunder which is dishonored for any reason, including, but not limited to, nonsufficient funds (“NSF”), overdraft or a closed account, Tenant shall also be liable to Landlord for an administrative processing fee equal to the lessor of Fifty Dollars ($50.00) or the maximum fee if limited by State law per dishonored transaction plus any additional charges incurred by Landlord resulting from such dishonored transaction. Further, payments shall not be deemed received by Landlord until the full payment is honored and paid to Landlord. No payment by Tenant nor receipt by Landlord of an amount less than the Rent required shall be deemed to be anything other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment of Rent be deemed an accord and satisfaction, and Landlord may accept such

Eleventh Amendment to Lease Wildomar, CA LL Initials _____ City of Wildomar 12/14/2021 T Initials _____ 4 check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue all other remedies provided in this Lease. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their name(s) as of the day and year first above written. LANDLORD: CFT NV DEVELOPMENTS, LLC, a Nevada limited liability company Approved as to form: _________ By: ________________________________ Name: _____________________________ Its: Manager TENANT: THE CITY OF WILDOMAR, a California municipal corporation By: _______________________________ Name: _____________________________ Title: ______________________________

Eleventh Amendment to Lease Wildomar, CA LL Initials _____ City of Wildomar 12/14/2021 T Initials _____ 5 For ACH Transfers: Tenant ID: k2021-COW Bank Name: Bank of America 300 South Fourth Street, 3rd Floor Las Vegas, NV 89101 702-824-9055 ABA Number: 122400724 Account Name: CFT NV Developments LLC 1120 N. Town Center Drive, Suite 150 Las Vegas, NV 89144 Account Number: 5010 1885 0479 Instruction for Adding ACH Addenda: Please consult with your Financial Institution to include an addendum to the payment format to properly reference payment account information such as Tenant’s ID number. Should Tenant’s fail to include the Tenant ID number on any payment, Tenant will be responsible for an administrative fee of Fifty dollars ($50.00) payable to Landlord in addition to all other Rent. For Wire Transfers: Bank Name: Bank of America New York, NY ABA Number: 026009593 Account Name: CFT NV Developments LLC 1120 N. Town Center Drive, Suite 150 Las Vegas, NV 89144 Account Number: 5010 1885 0479 All payments to Landlord shall include a reference to Tenant’s ID number as provided by Landlord. Should Tenant’s fail to include the Tenant ID number on any payment, Tenant will be responsible for an administrative fee of Fifty dollars ($50.00) payable to Landlord in addition to all other Rent. For questions or additional information, please contact CFT Property Management at cftpropertymanagement@pandarg.com.