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2023/04/12 Agreement AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (Motte County Plaza)_Recording Requested Bv: ,tust Aroerican Tnle Comoinvnomebuilder Services Divisiol RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Menifee 29844 Haun Road Menifee, California Attention: City Clerk 2A23-@1,44422 04/ l2/2O23 01 :41 Pn Fce: $ 0.00 PaEa I of 27 Recorded in 0ff icial RecordsCounty of RiversldePGtcr AldanaAssassor-county c lcrk-Rccorder llll ffi Hfltffi rffi ffl l'ff ffllilHll ll I€u 7 (Space above for Recorder's Use) (EXEMPT FROM FILING FEES GOVERNMENT CODE S 6103 AND S 27383) AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERry (Motte County Plaza) between THE CITY OF MENIFEE, a California municipal corporation and MOTTE COUNTRY PLAZA, LLC, a California Limited Liability Company Ltu 882/031858-0003 t6252299.15 aot tl7 t23 AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY ("Agreement") is entered into as of this 3- 23 , 2023 (the "Effective Date"), by and between the CITY OF MENIFEE, a California municipal corporation ("City") and MOTTE COUNTRY PLAZA, LLC, a California Limited Liability Company ("Owner"). City and Owner are referred to hereinafter individually as a "Party," and collectively as the "Parties." RECITALS A. Owner is the owner in fee of certain real property situated in the City of Menifee, County of Riverside, State of California, as more particularly described in Exhibit "A", which is attached hereto and incorporated herein by this reference (the "Application Property"). B. Prior to the Effective Date, Owner submitted to City, and City approved, pursuant to Resolution Nos. PC21-533,PC21-534, PC21-535, PC21-536, PC21-537, Plot Plan No.2018-300, Conditional Use Permit No.2018-301, Conditional Use Permit No. 2018-302, and Tentative Parcel Map No. 201 8-320 I PM 37992, a series of applications for a development project on portions of the Application Property, which application included, among other things, (i) subdividing the Application Property into two (2) legal parcels, (ii) relocating the "Chinese Bistro" train car restaurant to the vacant space on the west side of the existing building containing U-Turn for Christ, U.S. Post Office, Curves, Nails Time and Nutri-Fruit, all of which are located on the western portion of the Application Property, and developing on the eastern portion of the Application Property a convenience store, fast food restaurant, car wash, and gas station (the "Development"). C. Portions of the Application Property are designated as "ultimate right-of-way" under the Menifee General Plan (the "Ultimate Rightof-Way Portion of Property") set for California State Route 74. The Ultimate Right-of-Way Portion of Property is more particularly described on Exhibit "B", which is attached hereto and incorporated herein by this reference. D. Pursuant to the Conditions of Approval for Tentative Parcel Map No' 2018- 320 issued in connection with City's Planning Commission's approval of Resolution No. PC21-537, including, without limitation, Conditions of Approval Nos. 19, 81,82, and 104, Owner is required to dedicate to City a right-of-way easement over the Ultimate Right-of- Way Portion of Property. E. On or about the same date hereof, Owner recorded Parcel Map No. 37992 in the Ofiicial Records of Riverside County, which, among other things, established the Application Property as two (2) separate legal parcels and irrevocably offered to dedicate to City an easement over the Ultimate Right-of-Way Portion of Property (the "Parcel Map"). F. As of the Effective Date, portions of the Ultimate Rightof-Way Portion of Property are improved with parking areas and signage (collectively, the "Owner 882/03t858"0003 16252299.t5 anlt11t21 I lmprovements"), as depicted on Exhibit "C", which is attached hereto and incorporated herein by this reference. G. Upon recordation of the Parcel Map, the Owner lmprovements constitute a nonconforming use of the Ultimate Right-of-Way Portion of Property, and absent this Agreement, Owner would have been legally obligated to immediately remove the Owner lmprovements. H. Owner has requested, and City has agreed, subject to the terms of this Agreement, to permit Owner to temporarily retain the Owner lmprovements until such time as City notifies Owner that the construction documents design phase for the development of public improvements within the Ultimate Right-of-Way Portion of Property has commenced. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, City and Owner hereby agree as follows: 1 . Temoorarv Retention of Owner lm orovements. Su bject to the terms of this 2. Removal of Owner lmoroveme nts. At any time following the commencement of the constructlon documents design phase for the development of public improvements within the Ultimate Right-of-Way Portion of Property, as determined by the City Engineer and/or Public Works Director of City in his or her reasonable discretion, City may provide to Owner notice, in writing, of such commencement (the "City Notice"). Within ninety (90) days following city's provision of the city Notice, owner shall, at owner's sole cost and expense, remove the Owner lmprovements, including, without limitation, all portions of the Owner lmprovements located underground, such as concrete footings. lf Owner fails to timely remove the Owner lmprovements, then City, in addition to whatever other remedy it may have at law or in equity, shall have the right (but not the obligation) to enter upon the Application Property and remove the Owner lmprovements, and in such event Agreement, City hereby agrees that Owner shall be permitted to temporarily retain and use the Owner lmprovements, including any necessary maintenance and repair thereof; provided, however, except as provided in the following sentence, in no event shall Owner have any right to expand or modify the Owner lmprovements or to install or construct any additional improvements, including, without limitation, landscaping, within the Ultimate Right-of-Way Portion of Property unless Owner obtains the prior written consent of City. Notwithstanding the foregoing, Owner is hereby permitted to install and/or construct within the Ultimate Right-of-Way Portion of Property the improvements listed in Exhibit "A" of that certain Subdivision lmprovement Agreement entered into concurrently herewith between City and Owner, as installed and/or constructed pursuant to improvement plans approved by City (collectively, the "SlA lmprovements"). ln the event City consents to any expansions, modifications and/or new improvements, then such expansions, modifications and/or new improvements, in addition to the SIA lmprovements, shall thereafter constitute "Owner lmprovements" for purposes of this Agreement. 882/0I858-0003 16252299 15 a01111/2)_)- Owner shall be responsible for reimbursing City for the costs City incurs in performing such work, including a ten percent (10%) adminishative charge. lf Owner fails to pay all amounts due to City within fifteen (15) days after receipt of a written invoice from City, City shall be permitted to attach a lien on the Application Property for all such unpaid amounts. 3. Deferral of lmprovements within Ultimate Rioht-of-Wav Portion of Propertv. Pursuant to (i) the Conditions of Approval for Plot Plan No. 2018-300 issued in connection with City's approval of Resolution No. PC21-534, including, without limitation, Conditions of Approval Nos. 171, and'173, and (ii) Section 7.80.030 of City's Subdivision Ordinance, concurrently herewith Owner is entering into with City and recording against the eastern portion of the Application Property that certain Agreement for the Deferral of Public lmprovements for Plot Plan 2018-300, CUP 2018-301, CUP 2018-302, and TPM 2018- 320/PM 37992, a Commercial Development Project (the "Deferral Agreement"), which requires, among other things, that within ninety (90) days following City's provision of the City Notice, Owner shall (a) commence development of the deferred ultimate offsite street improvements along the frontage of the eastern parcel (the "Deferred Public lmprovements", and (b) provide adequate security to City for the costs to construct the Deferred Public lmprovements, all as set forth in the Deferral Agreement 4. Maintenance. Until such time as Owner has removed all of the Owner lmprovements, as verified, in writing, by City planning staff following an inspection of the Ultimate Right-of-Way Portion of Property, Owner shall be obligated to maintain the Owner lmprovements, in a good condition and repair, and in accordance with all applicable maintenance standards and requirements in the Menifee Municipal Code. Further, for the avoidance of doubt, Owner acknowledges and agrees that until such time as City accepts Owner's irrevocable offer of dedication for an easement over the Ultimate Right-of-Way Portion of Property, Owner shall be solely obligated to maintain the Ultimate Right-of-Way Portion of Property, and City shall have no obligations or liability with respect to the Ultimate Rightof-Way Portion of Property. 5. lndemnification. Owner shall indemnify, defend, and hold City and its officials, officers, employees, agents, authorized volunteers, and contractors free and harmless from and against any and all losses, claims, demands, damages, expenses, liabilities, recoveries, deficiencies, fees (including attorneys'fees and costs), and injuries to persons or property (including wrongful death) in any manner arising out of this Agreement, including, without limitation, Owner's and Owner's guests, invitees, customers, employees, agents, and representatives continued use of the Ultimate Right-of-Way Portion of Property. 6. No Easements or Encumbrances.Owner shall not grant any easements, licenses, or other authorizations to use, nor shall Owner otherwise encumber, any portion of the Ultimate Right-of-Way Portion of Property without obtaining the prior written consent of City, which consent City may withhold in its sole and absolute discretion. 7 . Amendment. The terms and conditions of this Agreement may be altered, changed, or amended only by written agreement of the Parties hereto -3-882/01 I E58,0003 16252299.15 ,0t tn i23 8. 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 Section. 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: Public Works Director / City Engineer Owner:Motte Country Plaza, LLC 445 S. D Street Perris, CA 92570 Attn: John Motte, Manager 9. Successors and Assions . This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. 10. Recordation. City shall cause this Agreement to be recorded with the Riverside County Recorder's Office. 11. Covenants Runninq With the Land. This Agreement and the covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on Owner, its assigns, and any successors-in-interest to the Application Property, or any part thereof, for the benefit of and in favor of City, its successors and assigns, regardless of whether City owns or hold any interest in real property abutting or adjacent to the Application Property. 12. Proposed Partial Sale bv Owner. As of the Effective Date, Owner contem plates selling a portion of the Application Property to Palomarmar, LP, a California Limited Partnership ("Palomarmar"), concurrently with or following recordation of the Parcel Map. ln connection with any such sale, Palomarmar shall, with respect to the portion of the Application Property acquired by Palomarmar, automatically be bound by the terms and obligations of this Agreement as they apply to such portion of the Application Property. Prior to or concurrently with such sale, however, Owner shall provide to City a fully executed (with signatures acknowledged) assignment and assumption agreement substantially in the form attached hereto and incorporated herein as Exhibit "D", pursuant to which Owner assigns to Palomarmar and Palomarmar accepts such assignment from Owner and expressly and unconditionally agrees to be bound by the terms and obligations of this Agreement as they apply to such portion of the Application Property acquired by Palomarmar ("Assignment and Assumption Agreement"). Following recordation of the Assignment and Assumption Agreement in the Official Records of Riverside County, Owner shall be released from all obligations of this Agreement as they apply to the portion of the Application Property acquired by Palomarmar. E8Z0t 1858-m0l 16252299.15 aoltl1123 -4- 13. Events of Default. ln addition to other acts or omissions of Owner that ma v constitute a default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an "Event of Default" under this Agreement: 1 3.1 Any default by Owner of any of the non-monetary covenants and conditions of this Agreement that is not cured within thirty (30) days following written notice of the default to Owner from City, or if such default cannot reasonably be cured within the applicable cure period, to commence to cure, correct or remedy such and to diligently and continuously prosecute such cure, correction or remedy to completion. 13.2 Any representation, warranty or disclosure made to City by Owner regarding this Agreement or the Development or Owner lmprovements is materially false or misleading at the time it is made, whether or not such representation or disclosure appears in this Agreement. 13.3 Owner fails to make any payment or deposit of funds required under this Agreement, or to pay any other charge set forth in this Agreement, following seven (7) days' written notice to Owner from City of such failure. 13.4 Owner sells, transfers, hypothecates, encumbers or assigns its interest in this Agreement, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement. 13.5 Owner is in default under the terms of the Deferment Agreement. 14. Leqal Actio ns. ln addition to any other rights or remedies and subject to the restrictions set forth in this Agreement, either Party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Event of Default, to recover damages for any Event of Default (subject to the restriction on Owner's rights to recover monetary damages against City set forth in the final clause of this sentence), or to obtain any other remedy consistent with the purpose of this Agreement; provided, however, that notwithstanding anything in the foregoing to the contrary, in no event shall Owner be entitled to obtain monetary damages of any kind from City, including but not limited to damages for economic loss, lost profits, or any other economic or consequential damages of any kind. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Riverside, California, in any other appropriate court within the County of Riverside, California, or in the United States District Court for the Central District of California. '14.1 Citv Rioht to Terminate. ln addition to any other remedies of City, following an Event of Default by Owner, City may terminate this Agreement by providing written notice thereof to Owner. Within ninety (90) days following City's provision of a notice of termination to Owner, Owner shall, at Owner's sole cost and expense, remove the Owner lmprovements, including, without limitation, all portions of the Owner lmprovements located underground, such as concrete footings. 882/01185 8-0001 16252299-15 a0tt17t23 -5- 14.2 Attornevs' 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 attorneys'fees, expenses, and costs of suit; provided, however, that the aftorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 15. Applicable Law: Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. ln the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. '16. Headinqs. Section headings contained in this Agreement are for convenience only and shall not have an effect in the construction or interpretation of any provision. 17. Entire Aqreement. 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. 18. Third Partv Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 19. Nonliability of Citv Officers and Emplovees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Owner, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Owner or to its successor, or for breach of any obligation of the terms of this Agreement. 20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 21 . Execution of Aqreement. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. [Signatures on Following Page] 882/03185t-0003 16252299-tS aolJl l/23 -6- lN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written. "City" "Owner" CITY OF MENIFEE MOTTE COUNTRY PLAZA, LLC, A California Limited Liability Company By: Daniel lla, City Engineer By: ,) , Man r Attest By: Y\qc 15, zo ng City Clerk 23 Approved as to Form: Rutan &r, LLP By: T lching,Attorney nita Vi J 882/01 I E5&0001 t6252299.15 aoltl1/21 -7- tl CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE S 1189 ,16H,t6HH S tr H*]*]#ttl*Mi6 t!'tq &*#{{#${lrftfit{ 16frrlt186N*t{ U el#!#mtSlbtSiNN f!4*aqdirSBSs#slBHWU rs &&*&8rFJr{Ff6t{dhttfr€sl{*e}6* n {6t A notary public or other otficer completing this certificate verifies only the identity ofthe individualwho signed the document to which this certificate is attached, and nol the truthlulness, accuracy, or validity of that document. State of California County of On ft.brUOnt JJ.JOA3b"ro." n,"3A tii\lern Qolorur Pub\ic, ott Here lnseft Nome ara ritt. oid Off,n, mDt+cpersonally appeared dcfrn L Nome(E) ol Signerq) who proved to me on the basis of satisfactory evidence to be the person(gi whose name(, is/a+e subscribed to the within instrument and acknowledged to me that he/s#tircy executed the same in his,lherltheir authorized capacity(ieS), and that by his/h€+lthsir signaturelrl on the instrument the person(5), or the entity upon behalf of which the personl4 acted, executed the instrument. Signature Plqce Notqry Seol qnd/or Stomp Above of Notory Public OPTIONAL Completing this informotion con deter olterotion of the document or froudulent reottochment of this form to on unintended document. Description of Attached Document Title or Type of Document: Document Date:NumberofPages: Signe(s) Other Than Named Above: Capacity(ies) Clalmed by Slgner(s) Signer's Name Signer's Name o Corporate Omcer - Title(s):E Corporate Officer - Title(s) e ) tr Partner - tr Limited E General tr lndividual El Attorney in Fact El Trustee Ei Guardian of Conservator tr Partner - D Limited o General tr lndividual o Attorney in Fact El Trustee E Guardian of Conservator D Other:E Other: Signer is Representing O2O17 National Notary Association S. A. Willem couMt 2432893 NOIARY PIJBI-IC-CALIFORNIA Raverside Counly lrY copl EIPIRES 12130/2026 A^i(ffi)'w I certlfy 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. Signer is Representing: EXHIBIT"A" LEGAL DESCRIPTION OF APPLICATION PROPERTY fiEAL PROPERTY IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OI CALIfORNIA,, DESCRIBED AS FOt|OWSl I"OT 93 OF ROMOTA FARMS, AS SHOWN BY MAP ON FILE IN BOOK 12, PAGE 71 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALI FORNIA; EXCEPTING THE WEST 41.90 FEET CONVEYED BY DEED RECORDED SEPTEMBER 5, 1984 AS INSTRUMENT NO, 194245, OF OFFrclAI RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ALSO EXCEPTING THEREFROM THE SOUTHERLY 20 FEET OF SAID LOIs, A5 CONVEYED TO THE COUNTY OF RIVERSIDE BYA DOCUMENT RECORDED FEBRUARY 21, 1978 AS INSTRUMENT NO. 32658, OI OFFICIAI. RECORDS OT RIVEPSIDE COUNTY, CAIIFORNIA; ALSO EXCEPTING FROM LOT 93, THAT PORTION OF tOT CONVEYED TO THE COUNTY OF RIVERSIDE, BY A DOCUMENT RECORDED TEBRUARY 1, 1979 AS INSTRUMENT NO. 23009, OF OTFICIAL RECORDS Of RIVEPSIDE COUNTY, CATIFORNIA; AI-sO EXCEPTING ALL OIT, GAS AND OTHER HYDROCIRBON sUBSTANCES AND MINERAIS LYING IN AND UNDER SAID tAND, A5 RESERVED BY DEED RECORDED FEBRUARY 7, 1966 AS INSTRUMENT NO. 13633, A5 TO AN UNDIVIDED ONE. HALF INTEREST AND BY DEED RECORDED fEBRUARY 7, 1955 AS INSTRUMENT NO. 13632, BOTH OF OFFICIAL RECORDs OF RIVERSIDE COUNTY, AS TO AN UNDIVIDED ONE.HALF ll'ITEREST. COMTAINING 3.80 ACRES, MORE OR LESS. Page 1of 1 882/03t858-0001 16252299.15 t/t7123 Eililkan aAlE: t2-02-2022 ENG" NE EF]S NCIIAEL R.PLS 9299 t-... CLEN|: N-AB,5' 8Y: PI.AT TO ACCOMPANY LEGAL DESCRIPTION JOB N0. tot t7 t0T -: toT 84 lr SHEEI ' OF I IN8928 00"t 6.5 67 L E t! \; F-l" Ef I I * E E o c,E G Io-t( lea t.: lE .l= 6 ! I r.9' I I a:l17 16"a I 35.12' r!89'28 t 535.14 --v!B EIHANAC ROAD HIGHTAY 7' N892 800',E 645. 50',a N89'28'00'L f G YIf PER 6aANT MD RECmO€O ROlf 6 AAY P(R v8 12n1 ACCTP,ED PtR D€11)ffffio€o utY 09, r9rt r r 8oo,( 106. PA6[ 278(f oftDs ftcoRDs t RtwRso,E cqNt-rFE8PUaRY 2t, ,97A AS n,srPuGlir rO. J2558,0frE4 ffcdot @ SCALE t'=80' sfclux lr, Iis., RJL s8lr 2a 7a GTAXI OEED IECOMID If,Y 2t. 206 AS DocrtrE{r XO. 20CH01S0,tr'ETL TEOG PnoPos€D PANCEL I I RI 6I JB',]9 r59 23 K @ Nag59'55"E 1. t2 nalf c Y 't PER c,ANf 0tt0RtcmaEo rt@uaRf 1,t979 as ,NSIRI EXI XO. 2J009,uFtoAL RECfioi PoRm 0r Lol 9JRlloL trxl.s tag t2/7t PROP10Sf0 PARCEL 2 8e FTE- &a{f j€tD PtcSoEp *PlEv8€R 5. 19E1 LS,rfsnuveNf No t91215,wna L REc*os_ 35.00'35 00 1.54 PROPOSEO LOT'A' PROPOSTD lor '8' 17 E T. Ls 9299 tA t, o Ea N89'2E Oo"E 540.62 c-rirr.-tt a-rai ,rr.6tr9 arrod Oe.. Rir'!i(,.. cr 925(x,Td:(gsr ) 6€a-o2al. tqdeStt 6aa-o5,'. EXHIBIT "B" LEGAL DESCRIPTION OF ULTIMATE RIGHT-OF-WAY PORTION OF PROPERW REAL PROPERTY IN THE CITY OF MENIFEE, COLTNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOT ..A" THAT PORTION OF LOT 93 OF ROMOLA FARMS, AS SHOWN BY MAP ON FILE IN BOOK 12, PAGE 7I OF MAPS, RECORDS OF RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT AFOREMENTIONED POINT "B''I THENCE SOUTH OO'OO'05'' WEST, A DISTANCE OF 35.00 FEET TO THE NORTHERLY LINE ON THAT SAID CERTAIN PARCEL OF LAND CONVEYED TO THE COTINTY OF RIVERSIDE BY CRANT DEED RECORDED FEBRUARY 21, 1978 AS INSTRUMENT NO. 32658, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY; THENCE SOUTH 89"28'OO" WEST ALONG SAID NORTHERLY LINE, A DISTANCE OF 555,23 FEET THE EASTERLY LINE OF THE WESTERLY 4I.90 FEET OF SAID LOT 93; THENCE NORTH 00'04'06" EAST ALONG SAID EASTERLY LINE, A DISTANCE OF 35.00 FEET TO A POINT ON A LINE PARALLEL WITH AND 35.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, TO SAID NORTHERLY LINE; THENCE NORTH 89"28'OO'' EAST ALONG SAID PARALLEL LINE, A DISTANCE OF 38I.20 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND LINDER SAID LAND, AS RESERVED BY DEED RECORDED FEBRUARY 7. I966 AS INSTRUMENT NO. I3633, AS TO AN UNDIVIDED ONE.HALF INTEREST AND BY DEED RECORDED FEBRUARY 7. I966 AS INSTRUMENT NO. I3632, BOTH OF OFFICIAL RECORDS OF RIVERSIDE COTINTY, AS TO AN LTNDIVIDED ONE. HALF INTEREST. LOT *8" THAT PORTION OF LOT 93 OF ROMOLA FARMS, AS SHOWN BY MAP ON FILE IN BOOK 12, PAGE 7I OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT AFOREMENTIONED POINT "B"; THENCE SOUTH OO'OO'05" WEST, A DISTANCE OF 35.00 FEET TO THE NORTHERLY LINE ON THAT SAID CERTAIN PARCEL OF LAND CONVEYED TO THE COTINTY OF 88,,03r858-0003 I 6252299. I 5 ool / l'1 t 23 RIVERSIDE BY CRANT DEED RECORDED FEBRUARY 21, 1978 AS INSTRUMENT NO. 32658, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY; THENCE NORTH 89'28'OO" EAST ALONG SAID NORTHERLY LINE, A DISTANCE OF 173.64 FEET TO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL CONVEYED TO THE COUNTY OF RIVERSIDE, BY A DOCUMENT RECORDED FEBRUARY 1, 19'19 AS INSTRUMENT NO. 23009, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY; THENCE NORTH 00"13'OO" EAST ALONG SAID WESTERLY LINE, A DISTANCE OF 49.82 FEET TO A LINE PARALLEL WITH AND 35.00 FEET NORTHWESTERLY, MEASURED AT RIGHT ANCLES, TO SAID NORTHWESTERLY LINE; THENCE SOUTH 45"17'46" WEST ALONC SAID PARALLEL LINE, A DISTANCE OF 56.2I FEET TO A POINT ON A LINE PARALLEL AND 35.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, TO SAID NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE COUNTY OF RIVERSIDE BY GRANT DEED RECORDED FEBRUARY 21,1978 AS INSTRUMENT NO. 32658, OF OFFICIAL RECORDS OF RIVERSIDE COTINTY; THENCE SOUTH 89"28'OO'' WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 159.23 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTINC ALL OIL, CAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING IN AND UNDER SAID LAND, AS RESERVED BY DEED RECORDED FEBRUARY 7, 1966 AS INSTRUMENT NO. 13633, AS TO AN T]NDIVIDED ONE-HALF INTEREST AND BY DEED RECORDED FEBRUARY 7, 1966 AS INSTRUMENT NO. I3632, BOTH OF OFFICIAL RECORDS OF RIVERSIDE COTINTY, AS TO AN UNDIVIDED ONE- HALF INTEREST. 882/03 I 8S8-0003 16252299.15 ,01lt1/2, THENCE NORTH 45"17'46" EAST ALONG THE NORTHWESTERLY LINE OF SAID CERTAIN PARCEL, A DISTANCE OF 35.12 FEET TO THE WESTERLY LINE OF SAID CERTAIN PARCEL; EXHIBIT',C" DEPICTION OF OWNER IMPROVEMENTS t- 6) o - s: o:s!*s= !"1 Ea I II : j I e*sesa-ea; llr1,, tt tt t, trrt nxHfs!qiqH{d sdl[fi=]Eiaiee 3l+l-EEaE*EE fifiH= d= E qqi FiA= rE I EG)tnz,I C)oz,i{ @ =9=E fi9rf I 4 zo NEIf SI -nLTRA'I|o,! UNrT a zE 8a Irti-z C) -o t2 -G)- { q P I trL trtrtr - a, \ EVsfv =q =r t B s qdIat Ix€t E Ed B o ilE d I d EB I =!az-9 6- Ed PROPOSED ENTRANCE Erti36z6., I!3 Eln2 3f,-!dx. Elg R9 z6I PATOMAR ROADe 882/03r858-0003 16252299-15 a0tll7t23 il I I I I I I I t EXHIBIT "D" ASSIGNMENT AND ASSUMPT]ON AGREEMENT ISee following document] 882/03 t858-0003 16252299.15 a0ltl1t23 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The City of Menifee 29844 Haun Road Menifee, California Attention: City Clerk (Space above for Recorder's Use) (EXEMPT FROM FILING FEES GOVERNMENT CODE S 6103 AND S 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignmenf') is made and entered into as of-.Q$-_!fi,2023, by and between MOTTE COUNTRY PLAZA, LLC, a Califomia Limited Liability Company (the 'Asslgno/), and PALOMARMAR, LP, a Califomia Limited Partnership (the "Assignee'), collectively, the "Partles.' A. Assignor is the owner in fee of that certain real property located at the northwest corner of California State Route 74 at Palomar Road, in the City of Menifee, County of Riverside, State of California, as more particularly described in Exhibit "A", which is attached hereto and incorporated herein by this reference (the "Appllcation Propefi'). B. Prior to the date hereof, Assignor and Assignee submitted a series of applications to the City of Menifee (the "City"), including, without limitation an application for a parcel map to subdivide the Application Property into two (2) legal parcels. C. As a condition to City's approval of the applications, among various other requirements, Assignor was required to grant to City an irrevocable offer of dedication over certain portions of the Application Property. D. To enable Assignor to retain certain signage and parking improvements located within the dedication area until such time as the dedication area is needed for future roadway improvements, Assignor entered into with Cityand recorded against the Application Property that certain Agreement Containing Covenants Affecting Real Property (the "Agreement Containing Covenants"). E. On or about the same date hereof, Assignor is selling a portion of the Application Property, as more particularly described in Exhibit "8", which is E82/0ltt5E-0003 16252299.15 a01/lnf RECITALS I ,I attached hereto and incorporated herein by this reference (the "Assignee Property") to Assignee. F. Assignor now desires to assign to Assignee and Assignee desires to accept said assignment from Assignor, and to assume, all of Assignor's rights and obligations under the Agreement Containing Covenants with respect to the Assignee Property. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Partial Assignment of Agreement Containing Covenants. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's rights and obligations under the Agreement Containing Covenants with respect to the Assignee Property . 2. Assumption of Obligations, By acceptance of this Assignment, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations of Assignor under the Agreement Containing Covenants as they apply to the Assignee Property. 3. Notice, All correspondence and notices given or required to be given to the Assignor under the Agreement Containing Covenants, as of the effective date this Assignmeent, shall be provided to the Assignee and shall be addressed as follows: Palomarmar, LP 764 Ramona Expressway, Suite C Perris, CA 92571 4. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit ofthe successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto. 6. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of California. -Srgnatures follow - 882/031858-0003 t6252299-15 a0ltlTt?3 1 5. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. By: ASSIGNOR: MOTTE COUNTRY PLAZA, LLC, a California Limited Liability Company J . Motte, Manag EE PALOMARMAR, LP, a California Limited Partnership By: Palomarmar, lnc., a California corporation Its: General Partner By: Presidentn EE2/03 I 85E-0001 16252299.15 a0l/l?C3 -3- CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT CIVIL CODE 5 1189 |1r$N$iEHl+&uu&&flei# Jq{l{8ft*HHloEi,{1lE*+1{Hnl#{f$rBr#*t{t!*rd**Edfd4 rsldse&fii6#$lr***lsHHs*iHt1ffi61i6r*ffi69*ffi} A notary public or other officer completing this certilicate verifies only the identity ofthe individualwho signed the document to which this certiricate is attached, and not the lruthfulness, accuracy, or validity of that document. State of California County of ) o, Eehrruog Jl Jor3 before me,(l;c Here lnsen Nome and Title e Officer personally appeared John D rnokte Nome(4 of Signe4s) Signature Ploce Notory seol ond/o. Stomp Above Signoture of Notory Public OPTIONAL Signer's Name D Corporate Officer - Tltle(s): tr Partner - tr Limited tr General tr lndividual El Attorney in Fact tr Trustee tr Guardian of Conservator Signer's Name: o Corporate Officer - Title(s) D Partner - tr Limited tr General tr lndividual tr Attorney in Fact u Trustee tr Guardian of Conservator D Other:tr Other: Signer is Representing 02017 Natlonal Notary Associatlon S. A Willem coMMl 2432893 NOTARY PUBLIC-CALIFORNIA River6ide Countvlli cotiu trPnEs r2130/2025 who proved to me on the basis of satisfactory evidence to be the person(d whose name6) is/ar€ subscribed to the within instrument and acknowledged to me that he/s#ttey executed the same in his/ffittEir authorized capacity(ir<), and that by his/h€{*h€ir signature(4 on the instrument the person(d), or the entity upon behalf of which the person(4 acted, executed the instrument. I cediry 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. Completing this informotion con deter olterotion of the document or froudulent reottochment of this form to on unintended documenL Descrlption of Attached Document Title or Tvoe of Document: DocumentDate: Number of Pages: - Signer(s) Other Than Named Above: Capsclty(les) Claimed by Slgner(sl Signer is Representing: CALIFORNIA ALL-PURPOSE ACKNOWLEDGIIIENT CIVIL CODE S 1189 ,rs&slot(#&*s.{l$ fi} er*$+ar}Hr.liflftl{{trsfi+|fl}9rrft}l#!n#u s rd 4E{tfe,i$1*i{tsJElt{l4*H qss#pr{1{Ests& # EtEtsll*tr{tHfi H*strEH * # MBsaffi A notary public or other omcer completing this certificate verifies onlythe identity orthe individualwho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of before me,SA r-Di\tr-m f\otcr,{ Pr-rbt;. n"r" lrn,r No^"--ira rflid tto omr., personally appeared [f\aru:an A[tbsasi ) who proved to me on the basis of satisfactory evidence to be the person(g whose name(9 is/are subscribed to the within instrument and acknowledged to me that he/sbCthey executed the same in his/her/tfEir authorized capacity(ie6), and that by his/her/their signature(s, on the instrument the person(4, 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 official seal. Qr-trQ-(u.-,-Signature G,;oture of Notory PublicPloce Notory Seol ond/ot Stomp Above OPTIONAL Completing this informotion con deter olterotion of the document or froudulent reottochment of this form to on unintended document. Descrlption of Attached Document Title or Type of Document: Document Date NumberofPages:- Signe(s) Other Than Named Above: capacity(les) claimed by Slgner(s) Signer's Name: D Corporate Ofilcer - Title(s) o Partner - El Limited o General o lndividual tr Attorney in Facl tr Trustee tr Guardian of Conservator Signer's Name o Partner - o Limited tr General tr lndividual El Attorney in Fact o Trustee tr Guardian of Conservator o Other Signer is Representing:Signer is Representing: O2Ol7 National Notary Association S. A. Willem coMMd 2432893 NOTARY PU8tIC-CALIFORNIA 3 Riverside Cou.lyir! cori ExPrR€s r 2/30/2026 On grk"q5]f--ooar_ None(4 of Signef(s) D Corporate Offlcer - Title(s): E Other: By execution below, the City of Menifee hereby consents to the foregoing transfer and assignment. "ctrY" CITY OF MENIFEE, a California 0to..[)3, zozs Mu By: n B Dated Attest v ViAnita Kavllorof,z5,LO23 APPROVED AS TO FORM R & TUCKER, LLP . Melching ttorney on nt el Padilla, City Engineer ing City Clerk J 882?031858"0001 16252299.15 .01/17lll 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. accurac , or validity of that document State of Califomia County of ZrVOeSDte On lYlkccu 2b.7022 , before m9,EPrnr Y. ) ) (insert name and lille ofthe oflicer) Notary Public, personally appeared DarLrgt- PaatL-L* who proved to me on the basis ofsatisfactory evidence to be the person(*)whose name(e| is/ardsubscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ber/th,cir authorized capacity(j€s), and that by his/her/thcir signature(s) on the instrument the person{a), or the entity upon behalfofwhich the person("sf acted, executed the instrument. I certify under PENALTY OF PERruRY underthe laws of the State of Califomia that the foregoing paragraph is true and correct. WITN and official seal. ERIN Y. YBANEZcol t. s2121031 xoT iY PUlIrc - c rFoRIn RrrrERgoE couxw Signaturc ' tt,Com.EmdOlBFERfl,X6 State of California County of P\feQslDE On fiqeca 23 22L3 , before me,krrt ''l.rlrc".* Notary Public, personally appeared -D#,r' 6t--Ppt> t t-p r) (insefl name and tirlc ofrhc otlicer) who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his,/her/their signature(s) on the instrument the person(s), or the entity upon behalfofwhich the person(s) acted, executed the instrument. I certifu under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing p is true and correct WITNES t 3I ) ) Signature t (Seal) ERIN Y. YEANEZ Cotltl. fit t2iOO4xolriY rulUC - CALtFOit{n Rtt ERSf,rc corrxw I leting this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the A Notary Publ cer comp truthfulness, accurac , or validity ofthat document. 88r/0l l 858-000:] 16252299 15 a0lllT/2\ v o seal tt,Conn.E4iE ltot/EtrRil,m .,; ,l,t i a ,l EXHIBIT"A" LEGAL DESCRIPnON OF APPLICATION PROPERTY REAL PROPERTY IN THE CITY OF MENIIEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOItOWSi I.OT 93 OF ROMOTA FARMS, AS SHOWN BY MAP ON FII-E IN BOOK 12, PAGE 71 OF MAPS, RECORDS OF RIVERSI DE COUNTY, CII-IFORNIA; EXCEPTING THE WEST 41.90 FEET CONVEYED BY DEED RECORDED SEPTEMEER 5, 1984 AS INSTRUMENT NO. 194245, OF OFFICIAI. RECORDS OF RIVERSIDE COUNTY, CALIfORNIA. AI-SO EXCEPTING THEREFROM THE SOUTHERLY 20 FEET OF SAID TOTS, A5 COI.IVEYED TO THE COUNTY OF RIVERSIDE BY A DOCUMENT RECORDED FEBRUARY 21, 1978 AS INSTRUMENT NO. 32658, OF OFFICIAL RECORDS OF RIVER5IDE COUNTY, CALIFORNIA; ALSO EXCEPTING FROM tOT 93, THAT PORTION OF LOT CONVEYED TO THE COUNTY OF RIVERSIDE, BY A DOCUMENT RECORDED FEERUARY 1, 1979 A5 INSTRUMENT NO, 23009, OF OFFICIAT RECORDS OF RIVERSIDE COUNTY, CTTIFORN14 AI,SO EXCEPTING Att OII., GAs AND OTHER HYDR@ARBON SUBSTANCES AND MINERAIS TYING IN AND UNDER SAID I.AND, AS RESERVED 8Y DEED RECORDED TEERUARY 7, 1966 AS INSTRUM ENT NO. 13533, AS TO AN UNDIVIDED ONE-HATF INTEREST AND BY OEED RECORDED FEBRUARY Z 1956 A5 INSTRUMENT NO. 13532, BOTH OF OFFICIAI- RECORDS OF RIVERSIDE COUNTY, A5 TO AN UNDIVIDED ONE,HALF INTEREST. CONTAINING 3.80 ACRES, MORT OR LESs, PaSe 1ot 1 882/031E58-0001 16252299.15 s0l /17/ll I II nI 0 a n IttI 0 T E P d I e I I E : A E I I _! hEF-.c)Bo88Po-t :<--t t9> t I 6:5r Ee 6c :' Itea9l t o I I I t---4t 9 tE t2/71 Not AccfPtto .or 9,r .9 tvo?tJ00t 1o5.86 t {to1J'oot PALOYAP ROAD R6llr 6 6^r ER /v@Da o6t Jo5 6l'--t !' 95 t _5 !E {o ct q I JO s B B E 3Bli il; E; :i E ; E qA BE HFgi qE !Jrf,> frH Erl.t e! @ t{q,:dI pir r!tt. 6i r [/ r [o 5xiEr:B E iE fi3 ag:B E; iiE;; E; 250 6l 9 E /v@ur'o5t !5o 6. 67', { Na51l16'€ 56.2r' roo 06 ^,,ooDo 05t I J5 0a' *T -B Ei$I 3E$F IEEgli:il !aB E82/01 I 858,0001 16252299. I 5 aol i l'1 173 I q s T cI R Rq H I E t EXHIBIT'8" IT6AL OESCRIPTIOII OF ASSET,5E PROPERTY REAt PROPERTY IN THE CITY OF MEIIIFEE, COUMTY OF RNERSIDE, STATE OF CALIFORI{IA, DESCRIBED A5 FOt-lows: THAT PORTION OF LOT93 OF ROMOTA FARMS, A5 SHOWN BY MAP ON FILE IN EOOI( 12, PAGE ?1 OF MAPS, RECORDS OF RNERSIOE COUNTY. CAUFORNIA, DESCRIBED AS FOIIOWS: CgI'IMEI{CIITG AT THE NORT}IEAST CORNER OF SAID LOI93; THENCE SOUTH 89'28,00' W€ST ATONG THE NORTHERLY I.INE OF SAID tOT 93, A DISTANCE OF 24,00 FEEI TO THE NORTHWESTCORNER OF THATCERTAIN PARCELCO}WEYED TO THE COUNTY OF RIV€RSIDE, BY A DOCUMENT RECORDED FEBRUARY 1, 1979 AS INsTRUM ENT NO, 23M9, OF OFFICIAT R ECORDS OF RIVERSIDE COUNTY, CAUFORNIA, AI.5O BEING IH E NUE POINT OF BEGINNING; TflEIICE COMINUING ATONG SAID NORTHERTY UNE, A DISTANCE OF 206.37 FEEI; THENCE l{ORTH 89'59'55' EAST, A OISTANCE OF '1.72 FEET; IHCNCE SOUTH M'OdO5" EAST, A DISTANCE OF 1M.08 FEET TO A LINE PARAILEI WITH AND 35.00 FEET NORTHERLY OF T}(AT CERTAIN PARCET CONVEY€O TO T}IE COUNTY OF RIVERSIDE BY A DOCUMENT RECORDED FEBRUARY 21, 1978 AS INSTRUMENT NO. 32658, OF OFFIOAT RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 89'2800" EAST ALONG SAIO PARAILEL I-INE, A DISTANCE OF 199.23 FEET TO AN ANGLE POINT THEREIN; IHENG NORTH 45'17'46" EA5T ALONG SAID PARAIIEI. IINE, A DISTANCE OF 56.21 FEET TO A POINT ON THE WESTERLY I.INE OF SAID CERTAIN PARCET CONVEYED TO THE COUT{TY OF RIVERSIDE, gY A OOCUMEiTT RECORDEO FEBRUARY 1, 1979 AS II{STRUMEM NO. 23009, OF OFFICIAI- RECORDS OF RIV€RSIDE COUNW, CAUFORNIA; THENCE NORTH OO'13'OO' EAST AIONG SAID WESTERLY LlNE, A DISTANCE OF 211.67 FEETTO THE FOTNT Of 8E6tt{NtNG, Page 1 of z 882/03tE56-0003 16252299.15 nol/t7/23 rflO{CE LEAVING SAID NORTHERTY UNE, SOUIH OO'M'05' EAST, A DISTANCE OF 150.54 FEET; EXHIBIT "B! TEGAI DE'CRIPnON OF ASSI6NEE Pf,OPERW ALSO EXC€PTING ALL OIL, GAS AND OTHER HYOROCARBON SUBSTANCES ANO MINERA6 I.YING IN ANO UNDER SAID LANO, A5 RESERVED BY DEED RECORDEO FEBRUARY 7, 1966 AS INSTRUMENT NO. 13633, AS TO AN UNDIVIDEO ONE.HAI.F INTEREST ANO BY DEED RECORDEO FEBRUARY 7, 1966 AS INSTRUMENT NO. 13532, BOTH OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, AS TO AN UNDIVIDEO ONE-HAIF INTEREST, CONTAINING 1.15 ACRES, MORE OR TESS. SEE EXHIBIT "8" ATTACHEO HERETO ANO 8Y THIS REFERENCE MAOE A PART HEREOF. PR€PARED BY ME OR UNOER MY SUPERVISION:k R. BRENDEcT(E, Prs 9299 | - t '7> NOTE: THIS LEGAL OESCRIPTION ANO PTATARE NOTTO BE USEO FOR THE SUBDIVISION OF PROPEBTY PER SECTION 66424 OF THE SUBDIVISION MAP ACT. t. rs 9299 tr llA 0t t * 882/03 I E58-0003 1625:299.15 a0l/l?/:l Page 2 of 2 nt 0 III nI t0 b - E Ht P -PB>F-.c)I 88!<CTOPZ'= tI o tEq 5 t o- 8 I .,I !,1 &t 21. PALOYAR ROAD R$1r tr atr fint3 t2/n. N)f A&tPltD toT 9a d2 gE EElc IEtr rr L r0rJlbt iv001,.'6'F Jo5.6l' tD"aEt zlsrf\f ------ 1?ng;i: I IHEgle EEH eb<,; oiE59;tg)Ee E \ x@d6'E rJ5.0a' T-llt_ F nl Ik ,l Ei BE =7 '.1 (, E' I qBp sQt HEr NFI Eiq ces&9F;2 \ kR 'ITE c$dll* ff! i T il Bt P @ ,t BE ;E &!Stp-Fs at4s 7 .:ga.Er;Et c + ll + lo la s 8.;ni III ;EB ETI lF8 Aq H 1t tr!IEN451/S\t' za E rEdi;'e; lEq 3 E[ru E82]031858-firol l625:299.15 a0l i l7lll 6 HI Etl fil {EI A \Ed s R D ?i E Hb