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2019/12/26 Agreement Agreement Regarding Annexation into a Community Facilities District and Covenants Running with the Land for Tentative Parcel Map (TPM) No. 2017-062 / 37289RECORDING REQUESTED BY AND WHEN RECORDED MAILTO: The City of Menifee 29844 Haun Road Menifee, California 92586 Attention: City Clerk DOC # 2019-0535611 12/26/2019 09:02 AM Fees: $0.00 Page 1 of 12 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder '"This document was electronically submitted to the County of Riverside for recording— Receipted by: MARY #420 NCS-809631-M-ONT1 THIS SPACE FOR RECORDERS USE ONLY APN: 331-060-027-0 AGREEMENT REGARDING ANNEXATION INTO A COMMUNITY FACILITIES DISTRICT AND COVENANTS RUNNING WITH THE LAND FOR TENTATIVE PARCEL MAP (TPM) NO.2017-062 / 37289 First American Title Company has recorded this instrument try fequest as an accommodaiian only and has not examined it for regularity and sufficiency or as to its effect upon the title to any real property that M be descrit:ed herein, THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (ADDITIONAL RECORDING FEE APPLIES) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Menifee 29844 Haun Road Menifee, California 92586 Attention: City Clerk (Space above for Recorder's Use) EXEMPT FROM FILING FEES GOVERNMENT CODE 3 6103 AGREEMENT REGARDING ANNEXATION INTO A COMMUNITY FACILITIES DISTRICT AND COVENANTS RUNNING WITH THE LAND FOR TENTATIVE PARCEL MAP (TPM) NO. 2017-062 / 37289 between THE CITY OF MENIFEE, a California municipal corporation as City and ETHANAC SQUARE, LP, a California Limited Partnership as Developer AGREEMENT REGARDING ANNEXATION INTO A COMMUNITY FACILITIES DISTRICT AND COVENANTS RUNNING WITH THE LAND FOR TPM NO. 2017-062 / 37289 Parties and Date. This Agreement Regarding Annexation into a Community Facilities District and Covenants Running with the Land for TPM No. 2017 062 / 37289 (hereinafter referred to as the "Agreement') is entered into as of this �r 7(�c1 i I`L, 2019, by and between the City of Menifee, a California municipal corporation (hereinafter referred to as the "CCU"), and Ethanac Square, LP, a California limited partnership, with its principal place of business at PO Box 1958, Corona, CA 92878 (hereinafter referred to as "Developer"). 2. Recitals. 2.1 Developer (through its predecessor Ethanac Road Investors, A California Limited Partnership ("ERI")) has submitted to the City for its approval, Tentative Parcel Map No. 37289, a proposed development comprised of two (2) commercial parcels comprising approximately 3.89 acres located in the City of Menifee, County of Riverside, State of California (hereinafter collectively referred to as the "Property"). The Property is more specifically described in Exhibit "A" and depicted in Exhibit "B", both of which exhibits are attached hereto and incorporated herein by this reference. 2.2 On November 14, 2018, the City of Menifee Planning Commission (hereinafter referred to as the "Commission") approved Tentative Parcel Map No. 37289 (hereinafter referred to as the "TPM" subject to satisfactory completion of the Conditions of Approval issued in connection with the TPM (hereinafter referred to as "COA's") for the development of the Property. 2.3 Pursuant to the COA's, the Developer is required to annex the Property into the City of Menifee citywide Community Facilities District No. 2015-2 (Maintenance Services) (hereinafter referred to as the "CFD"), which was established by City Council Resolution No. 15- 440, adopted by the Menifee City Council on May 20, 2015, for purposes of providing for certain maintenance services to the property within the CFD, including but not limited to landscaping, lighting, street, drainage, parks, trails, and graffiti abatement, all as more specifically described in Exhibit "C", attached hereto and incorporated herein by this reference. 2.4 Developer (through its predecessor ERI) has submitted an application to the City to annex the Property into the CFD, but the annexation has not yet been completed. To enable Developer to process and record the final map for the Property prior to completion of said annexation, the COA's require Developer to enter into an annexation agreement with the City which obligates Developer and future owners of the Property to complete the annexation of the Property into the CFD. 2.5 This Agreement is made in consideration of the approval of Tentative Parcel Map No. 37289 as approved by the Commission on November 14, 2018. 3. Terms. 3.1 Petition. Prior to the date of this Agreement, Developer (through its predecessor ERI) has signed a petition to annex the Property into the CFD. 3.2 Fair Share of Costs. Developer shall pay its fair share of all costs necessary for the annexation of the Property into the CFD. Such costs shall include, but shall not be limited to, all administrative, publication, engineering and legal costs and fees of any kind related to the annexation of the Property into the CFD. 3.3 Inclusion. Developer understands, acknowledges and agrees that no certificate of occupancy will be issued by the City prior to the inclusion of all of the Property in the CFD. 3.4 Indemnification. Developer shall indemnify, defend and hold the City and the City's officials, officers, employees, agents and contractors free and harmless from and against any and all losses, claims, damages, fees (including attorney's fees and costs), injuries to persons or property (including wrongful death) in any manner arising out of or incident to Developer's acts, omissions or willful misconduct relating to this Agreement. 3.5 Amendment. The terms and conditions of this Agreement may be altered, changed or amended only by written agreement of the parties hereto. 3.6 Notices. All notices to be given hereunder shall be in writing and may be made either by personal delivery or by registered or certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed to the parties at the addresses listed below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two (2) days after mailing. City: City of Menifee 29844 Haun Road Menifee, California 92586 Attn: City Clerk Developer: Ethanac Square, LP PO Box 1958 Corona, CA 92878 Attn: Hagop Kofdarali 3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.8 Recordation. City shall cause this Agreement to be recorded with the Riverside County Recorder's Office. 3.9 Covenant Running With the Land. The covenants in this Agreement are covenants running with the Property, in accordance with the provisions of Civil Code Section 1468. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth 2 herein shall run with the Property and shall be binding upon all persons having any right, title or interest in the Property, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of the City and its successors and assigns, shall be binding upon Developer, its successors and assigns and successors in interest; and may be enforced by the City and its successors and assigns. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land by enhancing and increasing the enjoyment and use of the Property, and by furthering the public purposes of the City. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that the City is deemed a beneficiary of the agreements and covenants provided herein both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of the City and such covenants shall run in favor of the City without regard to whether the City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by the City which real property shall be deemed the benefitted property of such covenants. The City shall have the right, in the event of any breach of any such agreement or covenant, to exercise all of the rights and remedies, and to maintain any action at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. 3.10 Attorney's Fees. Should either party bring a legal action for the purpose of protecting or enforcing its rights and obligations under this Agreement, the prevailing party shall be entitled, in addition to other relief, to the recovery of its attorney's fees, expenses and costs of suit, including expert witness fees. 3.11 Governing Law. This Agreement shall be governed by the internal laws of the State of California, without regard to conflict of law matters. Venue shall be in Riverside County. 3.12 Headings. Section headings contained in this Agreement are for convenience only and shall not have an effect in the construction or interpretation of any provision. 3.13 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements, either written or oral, express or implied. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. 3.14 Termination. Notwithstanding anything to the contrary contained herein, this Agreement and the covenants contained herein shall terminate as to all or any portion of the Property upon the same either being (a) annexed into the CFD or (b) transferred to the City, including acceptance of any dedications made on any final map. /// Signature page follows. /// 3 IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written. CITY OF MENIFEE, ETHANAC SQUARE, LP, a California MU i'c'pal corporation a California limited partnership c4�11 IAAAA)k-a w� By RKJK A Nevada Co LLC 130 Zmr\w)fmiah,Muvy Attest: r � CS,arh A. Manw ing, City Clerk `e)ff. Melching Attorney '1 f a Nevada limited liability company, its General Partner 4 By: Hagop Kofdarali, Manager ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On December 18, 2019 before me, Yuriko Elizabeth Rodriguez Godoy, notary public (insert name and title of the officer) personally appeared Hagop Kofdarali who proved to me on the basis of satisfactory evidence to be the person4sa whose name(4;*) is/*rc subscribed to the within instrument and acknowledged to me that hels4eMmy executed the same in his/ht fteiir authorized capacity(, and that by his/hafAheirsignature�4 on the instrument the person�o or the entity upon behalf of which the personf,.%�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. j1@y1JR1K0EL1ZADUkR0DRIG1E20000Y Notary Nblic— CaliWa { Riverside County Commission # 22d4456 f� ray Comm, Expired Jul ifl, 2fl21 Signature AAI (geal) AGREEMENT REGARDING ANNEXATION INTO A COMMUNITY FACILITIES DISTRICT AND COVENANTS RUNNING WITH THE LAND FOR TENTATIVE PARCEL MAP NO. 2017-062/ 37289 BETWEEN CITY OF MEN IFEE AS CITY AND ETHANAC SQUARE, LP AS DEVELOPER BY RKJK A NEVADA CO., LLC ITS GENERAL PARTNER. MANAGER (HAGOP KOFDARALI) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California SS. County of k�lr'y f 5r�% ) So On r f,t' 2019, before me, a Notary Public, personally appeared ARMANDO G. VILLA, who proviM4o 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 signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offic' Seal. SARAH A. MANWAfiING Notary Public - California r Riverside County Commission # 2164953 n Sign ture of otary Public M Comm, 1: ires Sep 17, 20 a200 61 41 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY ALL OF THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: Parcels 1 and 2 as shown on Parcel Map 37289, recorded in Book 248, at Pages 24 - 26 Official Records of Riverside County, California EXHIBIT "B" TPM 37289 IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA PARCEL MAP NO. 37289 BEING A SUBDIVISION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16. TOWNSOF 5 SOUTH, RANGE 3 WEST, S,B.B.LFM., AS ��- SHOWN BY MAP OF ROMOLA FARMS NO. 12 k*0RDED IN BOOK 15 PAGES 77 AND 78 OF MAPS, RECORDS OF RIVERSIDE COUNTY, IN THE CITY OF MENIFEE, STATE OF CALIFORNIA, d DIAMONDBACK LAND SURVEYING JANUARY 2019 MR IS / n-oB (s CCn54z flzI SARNETTROAO (25J AR9 3) (S RU01' E AI) p10' 4Y■IC AWiN vY YA' J (ZR213Y flN SHEET 2 OF 3 SHEETS C,1 WA750.N RD ❑� EIR.WAC RD In n z �M1AUGHLIN RO SITE ROUSE RD S LbY13 I W 2R.24 ■rll a-^ � WONITY MAP �'�' ',j 4>•' V La v, - NOT TO SCALE ■ aY w I SURVEYORANNOTES LB �F[' n B '",. suercr~P�Bavmn Pill ! YJ '. . � � � sd�Cn �cL [9■ILE � epE nry � ,0 t0 ,� � � �ii�� tikl' �� rirma�#Y IIU1rvE1[■L6'6 E PARCELSSf'fi� Qe brMld W.TC[11t (re) AAdt MA■W d ~ 0. rl.+��earsL Mr+l a m d m 9F. .s'[vGAE FEET V 3 t ,0. 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IIIWP.PS w IWY[Ti M%W ■[cuN9 V •rlAYfvC [OVn1Y, t+i)•'(%liA. ■>• I,ETI'■L C aw'"ftw IAL PA Sa-y 1 FNNROMAENTAL CONSAiAWiS SHEET A� 1 — MAP IS UN 11 M1 jj ill£ Al TN .1 d M[NYiE PUB(,L• v� �p ENfN'E■LIO L; M 0 RJ.__.JMS)RU 1200)-0.525RI5 AECOABEB B/IS/2 7 BEPM HT, PI LCL J i NiC✓<Ll _ Mti{'� rEr 33 I y PAR[t1 1, -- z ANB AEMAINOEN PA—L I SEE SHEET ] OF O FOR EASEMENT WF0.4MAAPN ANO LINE h 1Iy.y�� OVRNE TABLES. R7j . LLN■LL�ri•E 1=1:4:11=3l1iK6U DESCRIPTION OF MAINTENANCE SERVICES The services which may be funded with proceeds of the special tax of CFD No. 2015-2, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (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: 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; 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 2. 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 is 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 3. public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2015-2; as well as local roads within residential subdivisions located within CFD No. 2015-2; and any portions adjacent to the properties within CFD No. 2015-2.