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2020/11/25 Agreement RE: CFD PP No 2017-04211t25t2020 Batch 8325861 Confirmation DocuSign Envelope lD: D9CE7FD3-01 86-4086-8864-2733614CE886 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Menifee 298E,4 Haun Road Menifee, California 92586 Attention: City Clerk DOC # 2020-0591801 111251202010:25 AM Fees: $0.00 Page 1 of 11 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: MARIA VICTORIA #41 1 (Erem pr rronr r, u"n rSs'i? eTJ"?fi i.*i"""Stlffi i AGREETIENT REGARDTNG ANilE)(ATION INTO A COI/|IMUNITY FACILITTES DISTRICT AND COVENANTS RUNNING WITH THE ]-AND FOR PLOT PLAN NO.2OI7.O42 between THE clw oF MENIFEE, a california municipal corporation as City and WELLQUEST MENIFEE, LLC a Limited Liability Company as Developer https :i/gs.secure-record ing.com/Batch/Confi rmation/832586 1 1t2 11t25t2020 Batch 8325861 Confirmation DOC#2020-0591801 Page 2 of 11 Docusign Envetope tD: D9CE7FD3-0186-4086-8864_2733614CE886 1 AGREEi'IENT REGARDTNG ANNEXATION INTO A COMTUNITY FACILITIES DISTRICTAND COVENANTS RUNNING wlTH THE LAND FOR ildi iUU HO. 2017.042 Parties and Date. This Agreement Regarding Annexation into a Comm unity Facilities District and CovenantsRunning with the Land for Plot Plan No. 20'l 7-O42 (hereinafter ieferred to as the ,,Aoreement') isentered into as of this ruovember 18 2020, by and between the City of Menifee, a Citiforniamunicipal corporation (hereinafter referred to as the "Citv"), and Wellquest llenifee, LLC, aLimited Liability Company , with its principal ptace of business at 1g5 South State Street, Salt LakeCity, UT 84111 (herei nafter referred to as "Develooe/ ). 3. Terms. 3'1 Petition' Prior to the date of this Agreement, Developer has signed a pet1ion to 2. Recltals. 2.1 Developer has submitted lo the City for its approval, plot plan No. 20,t7-042, aproposed development comprised of one resideniial parcel iomfrising .ppro*i*"t"ry's acres 19.".!:d in the.City of Menifee, County of Riverside, Staie of catiroinia l6erLinaner referred to asthe "Propertv"). The Plgnertv is more specifically described in gUioit w ano aepicteJ in ixhibit"8", both of which exhibits are attached hereto and incorpoiated h:;EfiEy ttris ieieience. = 2'2 On February 14, 2018, the City of Menifee Planning Commission (hereinafter L*tt:9 to-.as the "Commisqion') approved Plot Plan No. 2017-0ai tr6reinatter referreo to as the'fl9t,lE) sybject to satisfactory completion of the conditions of-Approvat issued in connectionwith the Plot Plan (hereinafter referred io as "COA's') for the oevetopment of the property. 2.3 Pursuant to the COA'e, the Developer is required to annex the property into theCity of Menifee citywide Community Facilities bistrict rlio. zort-z (Maintenance 'services) (hereinafter referred to as-the*CFq'), which was estabtistreo Oy City Council Resolution No. 15-440, adopted by the Menifee City Council on lrlay 20,_2_0-'15, t#prnior". of providing for certainmaintenance services. to th-e properly within ihe CFD, inclu'ding, uut nJt mit"i io puuriclandscaping, streetlights, traffic signali, streets, drainage raciiifier,'water quality basins, parks,trails, grafliti abatement, and other public improvements or facilities, arr is niore specincattydescribed in Exhibit C, attached hereto and incorporated herein Ov if,ir reference. cFD' but the annexation has not yet been completed. To enaute oeveloper to ,""eirJ i buildingpermit prior to completion of said annexation, the coA's ieqrii" Developer to eniei lnto .,annexation agreement with the City, which obligates Developer ina t trre owners of the propertyto complete the annexation of the Property-into the CFb prioi to receiving a certificate ofoccupancy. 2'5 This Agreement is made in consideration of the approval of plot plan No. 2017-042 as approved by the Commission on February 14, ZO1g. I https ://gs.secu re-recordi ng. com/Batch/Confirmation/832586'l 2t2 DocuSign Envelope lD: D9CE7FD3-0186-4086-8864-27336j4CE886 annex the Property into the CFD. 3.2 Fair Shgre 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 lnclusion. Developer understands, acknowledges and agrees that no certificate of occupancy will be issued by the City prior to the inclusion of all of the Pioperty in the CFD. 3,4 lndemnification. Developer shall indemnify, defend and hold the City and the City's officials, offlcers, employees, agents and contractors free and harmless from and against any anO all losses, claims, damages, fees (including attorney's fees and costs), injurieslo persons or property (including wrongful death) in any manner arising out of or incident io 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 aclual receipt; mailed irotices 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 Wellquest Menifee, LLC A Limited Liability Company 185 South State Street, Suite 1200 Salt Lake City, UT 84111 Attn:Charlene Kussner 3.7 Successors and Assions. 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 \Mth the Land. The covenants in this Agreement are covenants running with the Property, in accordance with the provisions of Civil Code Section 1469, The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth 2 DocuSign Envelope lD: D9CE7FD3-01 86-4086-8864-273361 4CEB86 herein shall run with the Property and shall be binding upon all persons having any right, tifle or interest in the Property, or any part thereof, their heirs, successive owners and alsighs;lhall 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 tne City. ln 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 interesis of the community. All covenants without regard to technical classification or designltion 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 covlnants 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 benefited 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 A$ornev'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 ind costs of suit, including expert witness fees. 3,11 Governinq 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 Headinqq. 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 negotlations, 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. [End of Agreement - Signature page fotlows] J DocuSign Envelope lD: D9CE7FD3-0186-4086-8864-2733614CE886 lN WTNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written. CITY OF MENIFEE, a municipal corporation 0^.f /L^ City Manager Attest: by: S,,yol, fr.. , City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP DocuSigned by: WELLQU EST MENIFEE, LLC, a Limited Liability Company Name: by: By Its: I (,1r1 fr(tovutl ng, City Attorney 4 DocuSign Envelope lD: D9CE7FD3-0't86-4086-8864-27336.t4CE886 frv 7,tl(( CALIFORNIA ALL- PURPOSE CERTIFICATE OF 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 o me, personally appeared Z who proved to me on the basis of satisfactory evidence to be the personfsf whose namelgf islgr€subscribed to the within instrument and acknowledged to me that helgheltbe! executed the same in hislt1cflll1erl authorized capacilytl#f, and that by his/hefith,efr signature/sf on the instrument the persorypr), or the entity upon behalf of which the person f$f acled, 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 m y hand and official seal (Notary Public Seal) ) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of atlached document) (Title or descrlption of attached docurnent continued) ber of Pages _ Document Date_ INSTRUCTIONS FOR COMPLETING THIS ITORM This form complies with current Calilornia statules regarding notant wording and, if needed, .thould be completed and attached to the document. Acbtowledgments lrom other slales malt be completed for documents being sent to thal ltale so long as the n'ording does not require the Californio notory to violate Califin nia notory law. . State and County infomration must be the State and County where the dcpumcnt signer(s) personally appcarcrl before the notary public for acknowledgment. o Date of notarizatioo must be the date that thc signer(s) personally appearcd which must also be the same datc the acknowledgment is completed.. The notary public must print his or her name as it appears within his or her commission followed by a ctntma and then your title (notary public). r Print the name(s) of document signe(s) who personally appear at the time of notarization. o Indicate the correct singular or plural lbrms hy crossing offinconect fbmrs (i.c. he/shdtheS is /ar,e ) or oircling the correct fonns. F'ailure to conectly indicate this informalion may lead to rejection ofdocumcnt rccording. o The notary scal impression must hc clear and photographically rcproducible. lmpression must not cover text or lines. lf seal impression smudges, re-seal if a sullicient area permits, otherwise contplete a differcnt acknowledgmcnt form.. Signature of thc notary puhlic must match the signature on file with the office of the county clcrk. + Additional information is nol rcquired but could help to ensurc this acknorvledgmcnt is not misused or attached to a differcnt document.* Indicatc title or type ofartached documeut, number ofpages and date.+ Indicate tho capacity claimcd by thc signer. If the claimed capacity is a corporatc ol'llcer, indicate the title (i.e. CEO, CIjO, Sccretary).r Securely attach this docr11r"n, to the signed docunrent wilh a staple.ll(i 1 l: V,:r:;io:r v,;..,;.* NkrtaryClasses. conj il()i,i-rl7::1..9665 SruYxusstGR Coilnb.bn 1{o. mO mlait"rtluGcluforxnXllIGo|rT arq,ll r, tlrt CAPACITY CLAIMED BY THE SIGNER D lndividual (s) tr Corporate Officer (TitleItr Partner(s) O Attorney-in-Fact tr Trustee(s) r-r Other p, DocuSign Envelope lD: D9CE7FD3-0186-4086-8864-2733614CE886 Exhibit "A" Legal Description Thoseportionsof Lot10, 11,12, 13, 14,35,and36of PrattEucalyptusTractNo.T,as per Map Recorded i1B^oo[ 7 Page g of Maps, in the office of the Couniy Recorder, Countyof Riverside, state of californra, more particularly described as follows, Beginning at the Southeast corner of said Lot 36, thence along the Southerly line of saidLot 35 and 36, North 89'29'35'west, 17s.45 feet, said point also being on theNortheasterly right of way tine of Antelope Road (34.00 feet in r,rrr*iJtni; - Thence along said right of way line, North 27"45'23" West, S87.39 feet to the beginningof a tangent curve Northeasterly and having a radius of 1,966 feet; Thence Norlhwesterly 128.94 feet along said curve through a central angle of 03"45,2g,'to the Northerly line of said Lot 10; Thence along said Northerly line, south 89"13'55'East, 510.0g to the norlheast cornerof said Lot 12, ]hence So_ulhe[Y 3lo!q_ the Easterly line of said Lot 12, south 00"26,05" west, 630 53feet to the POINT OF BEG|NN|NG; Thence along said southerly lineof Lot 36, North gg"2g'35,,west, 17 61 feet; This area containing 5.0 AC more or less. See Exhibit "B" attached hereto and made a part hereof PLS# 5928, H. Jei Kim Date HEUNG JEI KIM gXp. l2-Jl-20 No. 5926 DocuSign Envelope lD : D9CE7FD3-01 86-4086-8864-2733614CEB86 EXHIBIT ''B'' 10 \ 10 TRA(0T 3Og3E M.B. 3,60i8"-:7 N89'13',s5"W 510.09', \\ A= J'45'28' \ R='1966.00' L=128.94' %r, 7( \ \ GRAPHIC 100 0 SCALE 50 100 1 inch = 100 ft VICINITY MAP N.T.S. \ 175.45 o -tLb. NTWPORT ROAD ./, S.B.B.&MSEC J4, I.5S, R 3W I JEI KIM No. 5928 EXP 4q :n f, 1 13 ,la e2r [7 N,\\' ,--s hsg i.(r,or) (O l4J u,) .O(o s\ioz. snJ r i{ri r \ 35 ,o CIry OF MENIFEE RIVERSIDE COUNTY. CALIFORNIA SCALE AS SHOWN DRAWN BENJIECFD EXHIBIT ''8" PROPERTY OF: WELLQUEST MENIFEE, LLC Fi(PACIFIC COAST t AtlD CONSULTAT{TS, tnc.ffiiffi 25090 .,EffERSON AVTNUE SUITE "C' 92562 DATE:9.30-20 SHT.1 OF 1 *q f DocuSign Envelope lD: D9CE7FD3-01 86-4086-8864-273361 4CEB86 EXHIBIT "C" 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: 1. 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, fossilfuelfilters, 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 runofi, 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, I I ctN fflrE Yrc*fi IAP 9M ffl?fiI 1 tr SE {.--, l. tPI I'O-aJLfir t, }5 -/IE API 340-4:lt-0t CFD MAINTENANCE AREAIIIWM SIREET SDEIIAI,J( OG ]RAIL IYAIER QU^UTY BASN STORT' DRAH PPE CURB INI.TT SIREET UGIiT 14.243 5.045 7.052 t.293 250 I 4 ST SF SF SF LF EA TA = 0-33 AC rPI 3tl{!-{:}t-003 cl - O.12- 0.15- 0.03 AC AC AC z\ 0{ a?x 3to-4tLqE APt 3{lt-43L00' E3 I JI EI PRIVATELY MAINIAINED SIREITSCAPT FRO}I]AGE 4.784 SIREETSCAPE ONS]E 8,I.J/ls STREEI TREE 19 STORM DRAIN PIPE 9I3NLETS 7 wAIfR o|JAUTY BASTN 3.659 SF - 0.11 AC SF = 1.87 AC EA LT EA SF = 0.08 AC E2 lPt 3/uF43ro lPt 3a0-t3t-006 0t GRAPHIC SCALE ofB s?rct n2 00 40 1 inch = 80 ft. PASI'IC OOAST I4}'I' CO[SI'L?AI{XI. INC. 2&@dEss.cE(e@E(-!)6-t& ti( MENIFEE LAKES, A WELLQUEST LIVING COMMUNIW aoocq(o f ml o oEo I o o m!-no @ O) 5o@o) @ @ O)5 N-.1(,(, O) s mt!@ O) 5 r-1 -'- / bu z" 4 6 l.dID 3lt 'Iillg !ll El s onr 1l E-EIE zlz I !'l *. I @ f €m-roc<mmut2IH =m2-c)=ofioa =-Cz =B a x 5 t- fI ffi ?,, ( \ I \'Iil! I Lr--- '1" \ D! =tO6 5rE % !A,a 9.n ,\ !J coto I0 oT(f t<l> =rf,z. z.o -g rsil qoa-oaa AE !i;Eil1= ->P1 =HEPFx9Jl>>i =tr'+!< HEIz Et, F f b F 3 !I OF fl E EEEHqqqq t; rF ooo b F rt ii 3 l5r T !- oo Ico ,oo"ud I 5ato af oo !T aF-t Ao oII:+EI ./i e!3Ss o \1 6 & 6 fo, ,t oo -Z> fr*\ ori f,e ;ll: 98Ef Ott9geZZ-rggE-980t-98 t0-eOlZf C6C :61 adolenu3 u6rgnco6 09 s1J UUktS-C,0-fi!\ dr9 I c n Ua