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00-0121_DMB LADERA, LLC_Grant Deed (Recorded)�1 32400 PASEO ADELANTO SAN JUAN (:APISTRANO, CA 92675 (949)493-1171 (949) 493-1053 (FAX) December 6, 1999 Clerk -Recorder's Office County of Orange P. O. Box 238 Santa Ana, California 92701 Re: Grant Deed - DMB Ladera, LLC Gentlemen: MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GIL JONES DAVID M. SWEROUN CIN MANAGER GEORGE SCARBOROUGH Recorded in the County of Orange, California Gary L Granville, Clerk/Recorder No Fee 20000038238 10:58AM 01/21/00 004 00047146 107 23 587 36 0 Non Dis 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Doc Types: 587 The following document is enclosed for recordation: CONFORMED COPY Not Compared with Original Grant Deed from DMB Ladera, LLC to the City to facilitate repair of landslide damage When placed of record, please return said document to this office. A duplicate copy of this letter is enclosed. Please stamp Document Number and date of recording on the letter and return it to this office in the enclosed, stamped, self-addressed envelope at your earliest convenience. Thank you for your cooperation. Very truly yours, Cheryl John on City Clerk Enclosure Document Number Date onuo use 1s San Juan Capistrano: Preserving the Past to Enhance the Future • RECORDING REQUESTED BY: CITY OF SAN YUAN CAPISTRANO, a municipal corporation WHEN RECORDED, MAIL TO: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: George Scarborough John Shaw, Esq. L Recorded in the County of Orange, California Gary L Granville, Clerk/Recorder IIIIIIIIIIIIIIIIIIIIIIlljllllllllI No Fee 20000038238 10;68RM 01/21/00 004 00047146 107 23 587 36 0 Non Dis 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Doc Types: 587 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, DMB LADERA, LLC, a Delaware limited liability company ("Ladera"), hereby grants to THE CITY OF SAN YUAN CAPISTRANO, a municipal corporation ("The Ci ") that certain real property ("Property") located in the County of Orange, State of California, more particularly described on Exhibit A attached hereto. MAIL TAX STATEMENTS TO ADDRESS ABOVE C-) 0 0 A. EXCEPTING THEREFROM, as reserved in the Grant Deed recorded December 10, 1996 as Instrument No. 19960624029, in the Official Records of the County of Orange, State of California, the oil, oil rights, minerals, mineral rights, natural gas rights and other hydrocarbon rights, together with the water, water rights or interests therein appurtenant or relating thereto. B. FURTHER EXCEPTING AND RESERVING unto Ladera, its successors and assigns, together with the right to grant and transfer all or a portion of the same, as follows: 1. Telecommunications: TechnoloQv. The right to place on, under or across the Property, transmission lines and other facilities for a community telecommunication and/or other technology communications, data transfer and similar systems and thereafter to own and convey such lines and facilities, and the right to enter upon the Property to service, maintain, repair, reconstruct and replace said lines and facilities. 2. Public Utilities. Nonexclusive easements in gross on, over and under the Property for the construction, installation, repair, replacement and maintenance of electric, gas, telephone, water, sewer, drainage and other utility facilities; provided, except as such easements have been conveyed to a utility company or other public or quasi -public entity, said easements in favor of Ladera shall automatically terminate and be of no further force or effect as to any portion of the Property upon the conveyance thereof to a buyer or other transferee who is entitled to receive by reason of such conveyance a subdivision public report pursuant to California Business and Professions Code Section 11018.2 or any similar statute hereafter in effect or upon conveyance to an association whose members consist in whole or in part of such buyers or other transferees. 3. Surface Runoff. Permanent, nonexclusive easements in gross on, over and under the Property for the purposes of accepting surface runoff (including runoff of reclaimed or other water used for irrigation) from the adjacent slope (but not from the areas at the top of slope); provided, however, that the use of such easement shall be subject to the requirement that the owner of such slope (if other than the owner of that portion of the Property adjacent thereto) shall take reasonable care to keep such slope vegetated so as to reasonably minimize the runoff therefrom. C. FURTHER SUBJECT TO: 1. Taxes and Assessments. General and special real property taxes and assessments and supplemental assessments, if any, for the current fiscal year. 2. Open Space Conservation Easement Agreement. That certain open space conservation easement agreement by and between Ladera and The Ladera Land Conservancy, a California non-profit corporation, a copy of which is attached hereto as Exhibit B and the covenants, conditions, restrictions, rights, reservations, benefits and burdens therein contained ("Open Space Conservation Easement Agreement"), each and all of which are hereby expressly incorporated herein by this reference. 3. Record Interests. All other covenants, conditions, restrictions, reservations, rights, rights -of -ways, dedications, offers of dedication and easements of record or apparent. D. General Purpose and Provisions. L Purpose. Ladera is the master developer of the Ladera Ranch planned community in accordance with the Ladera Development Agreement recorded January 17, 1997 in the Official Records of Orange County, California as Instrument No. 19970027386. Among the distinguishing characteristics of this master -planning is the clear delineation of use areas throughout the Ladera Ranch so as to ensure both harmonious growth and development and the maximization of the value of the remaining portion of the Ladera Ranch. Accordingly, Ladera desires that the use of the Property be clearly restricted in accordance with the Open Space Conservation Easement Agreement. 2. Covenants Run with Property. The Open Space Conservation Easement Agreement is hereby declared and agreed to be part of a general plan for the purpose of assuring the enhancement and protection of the value, desirability and attractiveness of the Ladera Ranch. The Open Space Conservation Easement Agreement shall run with the Property and be binding upon and burden The City and all persons having or acquiring any right, title or interest therein during their ownership of such interest or any part thereof, together with their successors and assigns. Every person or entity who now or hereafter owns or acquires any right, title or interest in or to any portion of the Property or any improvements thereon is and shall be conclusively deemed to have consented and agreed to every covenant, condition and restriction contained herein contained or referenced, whether or not any reference to this instrument is contained in the instrument by which such person acquired an interest in the Property or any such improvements. 3. Termination or Amendment. Except as specifically provided in the Open Space Conservation Easement Agreement, the Open Space Conservation Easement Agreement may be validly terminated, amended, modified or extended, in whole or in part, only by recordation with the Orange County Recorder of a proper instrument which has been duly executed and acknowledged by Ladera and The Ladera Land Conservancy. 4. Costs of Enforcement. In the event any legal or equitable action or proceeding shall be instituted to enforce any provision of this instrument, the party prevailing in such action shall be entitled to recover from the losing party all of its costs, including court costs and reasonable attorneys' fees. 5. Invalidity of Provision. If any provision of this instrument as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other party or other provision under circumstances different from those adjudicated by the court, or the validity of enforceability of this instrument as a whole. 0 0 6. Notices. Any notice to be given or other document to be delivered by any party to the other or others hereunder, and any payments from The City to Ladera, may be delivered in person to an officer of any party, or may be delivered by Federal Express, private commercial delivery or courier service for next business day delivery or may be deposited in the United States mail in the County of Orange, State of California, duly certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended, as follows: If to Ladera: DMB Ladera, LLC c/o Rancho Mission Viejo, LLC 28811 Ortega Highway San Juan Capistrano, California 92675 Attn: Development Administration Director Fax No. (949)488-2676 With copy to: If to The City: Brobeck, Phleger & Harrison LLP 38 Technology Drive Irvine, CA 92618 Attn: Drew Jones, Esq. Mr. George Scarborough City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 With copy to: John Shaw, Esq. City Attorney City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Notice may also be given by facsimile transmission ("Fax") to any party at the respective Fax number given above and marked "RUSH - PLEASE DELIVER IMMEDIATELY," provided receipt of such transmission shall be confirmed by follow-up notice within seventy-two (72) hours by another method authorized above. Any party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. If any notice or other document is sent by mail as aforesaid, the same shall be deemed served or delivered seventy-two (72) hours after the mailing thereof as above provided. Notice by any other method shall be deemed served or delivered upon actual receipt at the address or Fax number listed above. P rj IN WITNESS WHEREOF, Ladera has executed this Grant Deed on the day and year hereafter written. "LADERA" DMB LADERA, LLC, a Delaware limited liability company October 3'1� Iggq By: RANCHO MISSION VIEJO, LLC, a Delaware limited liability company, its agent and manager By: Donald L. Vodra Chief Operating Officer By. I Tom Staley Vice President ACCEPTANCE: The City hereby accepts this Grant Deed on the terms and conditions herein stated and agrees for itself and its successors and assigns to perform all the obligations of The City herein. "THE CITY" THE CITY OF SAN JUAN CAPISTRANO, 0 0 STATE OF CALIFORNIA ) )ss COUNTY OF ORANGE ) On ORole 2 Z Z_ , 1999 before me, L- \/odin a-. LA personally appeared _ personally known to me ( to be the peAon(s) whose name(s) ,islare subscribed to the within instrument and acknowledged to me that husks/they executed the same in her/their authorized capacity(ies), and that by lamer/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and seal. Signature STATE OF CALIFORNIA ) )ss COUNTY OF ORANGE ) City of San Juan ) Capistrano (Govt Code 40814 & Civil Code 1181) On 1999 before me, AM T. BM®t Cmnbdoe# moms rbwvncAC—caoft Cmroe County 6MV0orMEq*MAug29.20M r Cheryl Johnson, City Clerk personally appeared George Scarborough_ personally known to me (ofpmvedltffme- ox -the -basis-o€ satin€actor-y-evidence) to be the person(* whose named* is/acre subscribed to the within instrument and acknowledged to me that he/sem executed the same in his/heir authorized capacity, and that by his/ham signature(s) on the instrument the person(A) or the entity upon behalf of which the person( acted, executed the instrument. WITNESS my hand and seal. Signature _. • Description of the Property 0 LEGAL DESCRIPTION A portion of Rancho Mission Viejo in the County of Orange, State of California as shown on a Record of Survey filed in Book 9, Pages 15 through 25, inclusive, of Record of Surveys, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Northeasterly boundary of Tract No. 6381 as shown on a map filed in Book 433, Pages 5 through 15, inclusive, of Miscellaneous Maps, in the office of said County Recorder, South 52°57'27" East 60.50 feet along said boundary, from the most Northerly comer of Lot 47 of said Tract; thence North 37°02'33" East 43.00 feet; thence North 44°01'45" East 102.76 feet; thence North 56°21'04" East 145.17 feet; thence South 71°38'04" East 149.89 feet; thence South 33°40'38" East 181.71 feet; thence South 43°17'03" East 267.81 feet; thence South 52°28'19" East 236.01 feet; thence South 33°42'02" West 137.23 feet; thence South 86°03'43" West 131.14 feet to said boundary; thence, along said boundary, North 52°57'27" West 783.02 feet to the True Point of Beginning. As more particularly shown on Exhibit "B" attached hereto and by this reference made a part hereof. Rory S. Williams, L.S. No. 6654 License Expires: December 31, 1999 V--- 1 ..f 9 \-AN D Rory S. Williams Exp. 12/31/99 s No 6654 OF CALIF% September 9, 1999 Page 1 of I W.O. 2426-1T H&A Legal No. 4806 Prepared by: V. Edge Checked by: R. Williams/d 0 EXHIBIT "B" Sketch to Accompany Legal Description 60 50'727"E _ N37°02'33'E 43.00' -102. 137 73' 10q f !p FD e n N HUNSAKER & ASSOCIATES EASEMENT FOR I R V I N E• I N C SLOPE REPAIR PURPOSES PUNNING • ENGINEERING SURVEYING Epee H,{ • 1e . U92618 " Pre (949) M3 W10 •0, (w9) M30759 UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE. STATE OF CALIFORNIA DATE.9-9-99 1 ','v, - - - V. Edge CK ° R. Willioms SCALE: 1-- 150 W.O. 2426-1T `"E` I:\ST0NERIDGE\LD\4806\SHT0I.DWG „°G ACAD-MC H&A LEGAL No. 48061 SHEET 1 OF 1 Page 2 of 2 M Exhibit E RECORDING REQUESTED BY: DMB Ladera, LLC, a Delaware limited liability company WHEN RECORDED, MAIL TO: Brobeck, Phleger & Harrison LLP 38 Technology Drive Irvine, California 92618 Attention: Bryan Ngo, Esq. DECLARi%TION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) By and Between DML ',ADERA, LLC, a Delaware Limited Liability Company, as "Ladera" and S.C. SLIDE, INC., a California non-profit mutual benefit corporation and THE CITY OF SAN JUAN CAPISTRANO, a municipal corporation Effective Date: 1999 ::01)MATCDOM000L IB IA 8912 1 \3 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (the "Declaration") is made this _ day of , 1999, by and between DMB LADERA, LLC, a Delaware limited liability company, its successors and assigns (Madera") and S.C. SLIDE, INC., a California non-profit mutual benefit corporation and THE CITY OF SAN JUAN CAPISTRANO, a municipal corporation. THIS DECLARATION is based upon the following facts, intentions and understandings: (a) Ladera is the master developer of the Ladera Ranch planned community in accordance with the Ladera Development Agreement recorded January 17, 1997 in the Official Records of Orange County, California as Instrument No. 19970027386 ("Development Agreement"). (b) In furtherance of the Development Agreement, Ladera intends to dedicate certain portions of Parcel 2 of Lot Line Adjustment LL 96-026 (the "Adjacent Property") in the unincorporated territory of the County of Orange, State of California, as shown on exhibit "B" attached to that certain document recorded on November 11, 1996 as Instrument No. 19960587414 in the official records of said county, for open space and other purposes in accordance with the Development Agreement and an open space agreement with the County of Orange. (c) SC is a California non-profit mutual benefit corporation whose members are the Stoneridge Owners who own residential properties in the Stoneridge development ("Stoneridge Properties") located in the City of San Juan Capistrano as more particularly described in Exhibit A attached hereto. (d) The Stoneridge Owners have experienced land subsidence problems on the Stoneridge Properties. In order to assist the Stoneridge Owners and SC in curing the land subsidence problems on the Stoneridge Properties ("Land Subsidence Problem"), the City has indicated a desire and intention to acquire, via condemnation or transfer in lieu of condemnation, certain property (the "Property") more particularly described in Exhibit B attached hereto which is adjacent to the Stoneridge Properties and is currently a part of the Adjacent Property. (e) In lieu of compelling the City to condemn or otherwise take the Property by means of eminent domain, Ladera has indicated a desire to acquiesce to the transfer of the Property to the City. t OCOLIBI\BN2\189111 03(4IXM31 DOC) otherwise), permits, orders and any other requirements of governmental authorities and agencies having proper jurisdiction. (2) "Lily" means the City of San Juan Capistrano, a municipal corporation. (3) "Coun " means, if the context denotes a location, Orange County, California, and, if the context denotes an entity, the County of Orange, a political subdivision of the Sate of California. (4) "Ladera" means DMB Ladera, LLC, a Delaware limited liability company, its successors and any person or entity to whom Ladera assigns its rights under this Declaration. (5) "Land Transfer Agreement" means that certain land transfer agreement dated October , 1999 by and between Ladera, SC and Stoneridge Owners. (6) "Open Space Conservation Easement Agreement" means that certain open space conservation easement agreement by and between Ladera and The Ladera Land Conservancy, a California non-profit corporation, a copy of which is attached hereto as Exhibit D. (7) "Person" means any individual, partnership, corporation, limited liability company, trust or other entity to which reference is made un6er this Declaration. (8) "Restrictions" mean the covenants, conditions, restrictions and other limitations set forth in this Declaration. (9) "SC" means S.C. Slide, Inc., a California non-profit mutual benefit corporation, consisting of individual owners who own individual residential properties in the Stoneridge development located in the City. (10) "Stoneridge Owners" mean those persons as referenced in the Land Transfer Agreement and all future owners of record who own Stoneridge Properties and are or shall become members of SC. (11) "Stoneridge Party" means the City and SC. (12) "Stoneridge Properties" mean those residential properties within the Stoneridge development which are owned by Stoneridge Owners and which are more particularly identified and described on Exhibit A attached hereto. 1. DECLARATONS. Ladera and the Stoneridge Party hereby covenant, agree and declare the following: (a) The Property shall be subject to the terms, conditions and covenants of that certain Open Space Conservation Easement Agreement; OCOLIBI iN2\18912103(01% 3-D ) (b) Each Stoneridge Party shall not construct any structures or improvements on the Property without the prior written consent of Ladera, which consent shall not be unreasonably withheld; (c) The open space within the Property shall be preserved, maintained, and protected, and any and all fuel modification requirements affecting the Property shall be complied with in accordance with all Applicable Laws; and (c) The Property shall not be used in any manner which shall impact or disturb the Adjacent Property, including but not limited to, subjecting the Adjacent Property to any fuel modification requirements under Applicable Laws. 2. RELEASE OF LADERA AND RMV. Stoneridge Party hereby releases and forever discharges Ladera and Rancho Mission Viejo, LLC, a Delaware limited liability company ("RMV"), together with each member of Ladera and RMV and any affiliated or subsidiary partnership, limited liability company and/or corporation and their collective officers, directors, shareholders, employees, agents, attorneys, insurers and partners (collectively "Ladera Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, debts, liens, damages, obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which Stoneridge Party has or may hereafter have against any of the same arising out of or related to and prior, current or future condition on, about, under or otherwise affecting the Property, the Adjacent Property, the Stockpile Area and/or of the Stoneridge Properties, including as intended to be addressed by the Repair (and any condition of the Property and/or the Stoneridge Properties necessitating the same) or otherwise caused thereby (collectively, the "Condition"). Stoneridge Party agrees and represents that it may have claims against one or more of the i.adera Indemnitees of which it has uc ,mowledge at the time of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, Stoneridge Party hereby waives the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 3. RELEASE OF THE CITY. SC hereby releases and forever discharges the City, together with its council members, staff, employees, (collectively "City Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, debts, liens, damages, OCOUBI\BN2\18912103(4IXM31 DOC) obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which SC has or may hereafter have against any of the same arising out of or related to the Condition on, about, under or otherwise affecting the Property, the Adjacent Property, the Stockpile Area, and/or any of the Stoneridge Properties. SC agrees and represents that it may have claims against one or more of the City Indemnitees of which it has no knowledge at the time of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, SC hereby waives the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 4. INDEMNITY. Stoneridge Party shall indemnify and hold harmless Ladera, Ladera Indemnitees, the City and any other City Indemnitees from and against any liability, loss, damage, injury or claim of any kind or character to any person or property caused by or relating to, with or without fault, and arising from any of the following (and the phrase "if and to the extent it affects" the Condition and/or the Property and/or Adjacent Property, including the Stockpile Area or words to that effect shall mean if and to the extent it affects, arises out of or relates to the Condition, the Property and/or Adjacent Property, including the Stockpile Area or any improvement constructed thereon): a. The failure to perform the Repair or otherwise correct the Condition in accordance with the Plans (as defined in the Land Transfer Agreement) and the requirements of applicable law and regulations and the generally accepted standards of such profession or similar services required thereby; b. Any acts or omissions of any Stoneridge Party or the agents or representatives of Stoneridge Party in the performance of the Repair or associated work or services; C. The breach by any Stoneridge Party of any of its obligations under this Agreement, including any violation or alleged violation by of any applicable law: and d. Any damage, liability, fine, penalty, punitive damages, costs or expenses arising from or out of the presence or existence of any hazardous OCOLIBI\BN2\I89121.03(41XM31 DOC) substances in, on or about the Property and/or Adjacent Property, including the Stockpile Area or any surrounding land arising from the Repair, the Condition or any Stoneridge Party's acts or omissions with respect thereto, including any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, pollution, contamination, leak, spill, release or other adverse effect upon the environment arising from the act or omission of any Stoneridge Party in the performance of the Repair. 5. ENFORCEMENT. a. General. Ladera and the "Successor Ladera" (as that term is defined below) and their successors alone shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Declaration or any amendment thereto, including the right to prevent the violation of any such restrictions, conditions, covenants or reservations and the right to recover damages or other dues for such violation. Failure by Ladera to enforce any covenant, condition, or restriction herein contained in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any future breach of the same or any other covenant, condition or restriction by Stoneridge Party. All rights, options and remedies of Ladera under this Declaration are cumulative; and no one of them shall be exclusive of any other; and Ladera shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. b. Successor Ladera. Ladera may assign any of its rights and powers under this Declaration to any other person or entity so long as such person or entity in writing agrees to assume the duties of Ladera pertaining to the particular rights and powers assigned; and, upon the recordation of such writing accepting such assignn; -;_, and assuming such duties, such assignee (the "Successor Ladera"), to the extent of such assignment, shall have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by Ladera herein and Ladera shall be released and relieved of such rights and obligations. If and to the extent specifically assigned in writing as provided in this subsection, the Successor Ladera shall be a third party beneficiary of this Declaration. Y 6. CAPTIONS. The captions used herein are for convenience only and are not a part of this Declaration and do not in any way limit or amplify the terms and provisions hereof. 7. GOVERNING LAW AND VENUE. This Declaration shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Declaration, the sole and exclusive venue shall be a court of competent jurisdiction located in the County; and Stoneridge Party shall submit to the jurisdiction of such court. 6 000LIBI\BN2189121.0$41XW31 DOC) 8. ATTORNEYS' FEES. In the event any action shall be instituted in connection with this Declaration, the party prevailing in such action shall be entitled to recover from the other party all of its costs and expenses incurred therein, including without limitation reasonable attorneys' fees. 9. SEVERABILITY. In the event that any portion of this Declaration shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Declaration shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 10. GENDER AND NUMBER. In this Declaration (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural include one another. 11. COVENANTS TO RUN WITH THE LAND, TERM. a. Restrictions. The Property made subject to this Declaration from time to time shall be held, developed, conveyed, hypothecated, encumbered, leased, rented, used and occupied subject to the Restrictions. The Restrictions are intended and shall be construed as covenants and conditions running with and binding such portions of the Property and equitable servitudes thereupon and every part thereof; and all and each of the Restrictions shall be binding upon and burden all persons having or acquiring any right, title or interest in such portions of the Property (during their ownership of such interest), or any part thereof, and their successors and assigns. Subject to the provisions in the immediately following subsection below, the Restrictions shall inure to the benefit of the Adjacent Property referenced above, the owners thereof and their successors and assigns; and the Restrictions shall be enforceable by Ladera and its successors and assigns, all upon the terms, provisions and conditions set forth herein. b. Term. This Declaration shall continue in full force and effect for a term of sixty (60) years from the date the same is recorded in the Office of the County Recorder. C. Termination. Notwithstanding the foregoing: (1) Reacquired Property. This Declaration, together with the Restrictions set forth or otherwise incorporated herein, shall, upon recordation in the Office of the County Recorder of a notice of termination executed by Ladera, automatically terminate and be of no further force or effect as to any portion of the Property reacquired by Ladera (as to which Ladera has not assigned its rights and obligations hereunder to a Successor Ladera), whether by grant deed, lot line adjustment or otherwise, but the Restrictions shall continue to apply as to the remainder of the Property. (2) Transferred Property. In the event that any portion of the Adjacent Property which has been made a benefitted or dominant tenement of this Declaration is conveyed by Ladera to a third party (each Property thereof so transferred is hereinafter referred to as a "Transferred Property"), the Restrictions shall cease to benefit such Transferred 0C0LIBI\BNN8912L03(41XM31 o ) Property unless Ladera expressly assigns to the transferee of the Transferred Property the benefits of all or a portion of the Restrictions, either concurrently with conveyance of the Transferred Property or at any time thereafter, in either case, by a recorded assignment document executed by Ladera and specifically referencing this Declaration (and general references to appurtenances or rights related to the acquired land will not suffice). Any merger of Ladera with or into another entity or any acquisition of all or a portion of the equity of Ladera by a third party will not be deemed a transfer of the Adjacent Property subject hereto triggering the applicability of this subsection. d. Assignees. Stoneridge Party shall, and shall cause any person or entity holding any interest in the Property subject hereto by, through or under Stoneridge Party (including, but not limited to, any trustee, beneficiary or mortgagee under a deed of trust or mortgage executed by Stoneridge Party and encumbering the Property or any part thereof or interest therein) to execute or otherwise consent to this Declaration. 12. NOTICES. Any notice to be given or other document to be delivered by any party to the other or others hereunder, and any payments from Stoneridge Party to Ladera, may be delivered in person to an officer of any party, or may be delivered by Federal Express, private commercial delivery or courier service for next business day delivery or may be deposited in the United States mail in the County of Orange, State of California, duly certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as provided under the Land Transfer Agreement. Notice may also be given by facsimile transmission ("Fax") to any party at the respective Fax number given above and marked "RUSH - PLEASE DELIVER IMMEDIATELY," provided receipt of such transmission shall be confirmed by follow-up notice within seventy-two (72) hours by another method authorized above. Any party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. If any notice or other doc -ment is sent by mail as aforesaid, the same shall be deemed served or delivered seventy-two (72) hours atter the mailing thereof as above provided. Notice by any other method shall be deemed served or delivered upon actual receipt at the address or Fax number listed in the Land Transfer Agreement. 13. EFFECT OF DECLARATION. This Declaration is made for the purposes set forth in the Recitals to this Declaration and Ladera makes no warranties or representations, express or implied, as to the binding effect or enforceability of all or any portion of this Declaration, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. 14. WAIVER OF JURY TRIAL. LADERA AND STONERIDGE PARTY HAVE EACH ACKNOWLEDGED THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA. BOTH LADERA AND STONERIDGE PARTY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY OCOLIBI1 N2V8912103(41XW31 DOC) MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS DECLARATION, STONERIDGE PARTY'S USE OR DEVELOPMENT OF THE PROPERTY, ADJACENT PROPERTY OR ANY ADJOINING PROPERTY AND/OR ANY CLAIM FOR INJURY OR DAMAGE. IN WITNESS WHEREOF, the parties have executed this instrument the day and year first hereinabove written. "Ladera" DMB LADERA, LLC, a Delaware limited liability company By: RANCHO MISSION VIEJO, LLC, a Delaware limited liability company, its agent and manager By: Donald L. Vodra, Chief Operating Officer By: Melissa M. Freese, Vice President "Stoneridge Party" THE CITY OF SAN JUAN CAPIS—RANO, a Municipal corporation SC SLIDE, INC., a California non-profit mutual benefit corporation 0C0LI8I\BNZ189131.03(41XM31 WC) By: — Its: SC SLIDE, INC., a California non-profit mutual benefit corporation 0C0LI8I\BNZ189131.03(41XM31 WC) Exhibit A Description of the Stoneridge Properties Gregory & Linda Fryling 29802 Highview Circle San Juan Capistrano, CA 92675 Lot #47 James and Nancy Scanlon 27351 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #50 Charles and Elizabeth Cawthorne 27371 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #51 Choon and Kazue Tanaka 27381 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #52 John and Angela Heinaman 27391 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #53 John and Linda Petersen 27401 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #54 Jack and Kay Hockema San Juan Capistrano, CA 92675 Lot # Exhibit B Description of the Property LEGAL DESCRIPTION EASEMENT FOR SLOPE REPAIR PURPOSES A portion of Rancho Mission Viejo in the County of Orange, State of California as shown on a Record of Survey filed in Book 9, Pages 15 through 25, inclusive, of Record of Surveys, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Northeasterly boundary of Tract No. 6381 as shown on a map filed in Book 433, Pages 5 through 15, inclusive, of Miscellaneous Maps, in the office of said County Recorder, South 52°57'27" East 60.50 feet along said boundary, from the most Northerly corner of Lot 47 of said Tract; thence North 37°02'33" East 43.00 feet; thence North 44°01'45" East 102.76 feet; thence North 56°21'04" East 145.17 feet; thence South 71°38'04" East 149.89 feet; thence South 33°40'38" East 181.71 feet; thence South 43°17'03" East 267.81 feet; thence South 52°28'19" East 236.01 feet; thence South 33°42'02" West 137.23 feet; thence South 86°03'43" West 131.14 feet to said boundary; thence, along said boundary, North 52°5727" West 783.02 feet to the True Point of Beginning. As more particularly shown on Exhibit `B" attached hereto and by this reference made a part hereof. Rory S. Williams,-L.S. No. 6654 License Expires: December 31, 1999 �p,N D Rory S. Williams\ � Exp. 12/31/99 J� No. 6654 �TFOF CAL�FO�a September 9, 1999 Page I of I W.O. 2426-1T H&A Legal No. 4806 Prepared by: V. Edge Checked by: R. Williams/tl 4� EXHIBIT "B° Sketch to Accompany Legal Description 120 G\�G�-� '-160.50'7'27"E _ N37°02'33"E 43.00' 102. l �S3342�02�W 137.23' \_ HUNSAKER & ASSOCIATES EASEMENT FOR IP. V I N E c PUNSLOPE REPAIR PURPOSES PLANNING • ENGINEERING • SURVEYING Twee 14nho • h., U 91mE •Plc (9,9) 5E3-1010 • FX Iw91 bL]0159 UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA °AR.9-9-99 o:rc — — — e:` V. Edge er° R. Williams SCALE: 1"= 150' W.O. 2426-1T F"E. 1:\STONERIDGE\LD\4806\SHT01 .DWG „°L ACAD-MC H&A LEGAL No. 48061 SHEET 1 OF 1 Page 2 of 2 Exhibit C Description of the Stockpile Area --.- LEGAL DESCRIPTION EASEMENT FOR DIRT STOCK PILE PURPOSES A portion of Rancho Mission Viejo in the County of Orange, State of California as shown on a Record of Survey filed in Book 9, Pages 15 through 25, inclusive, of Record of Surveys, in the office of the County Recorder of said County, described as follows: Commencing at a point in the Northeasterly boundary of Tract No. 6381 as shown on a map filed in Book 433, Pages 5 through 15, inclusive, of Miscellaneous Maps, in the office of said County Recorder, South 52057'27" East 60.50 feet along said boundary, from the most Northerly comer of Lot 47 of said Tract; thence North 37°02'33" East 43.00 feet; thence North 44°01'45" East 102.76 feet; thence North 56°21'04" East 145.17 feet; thence South 71°38'04" East 149.89 feet to the True Point of Beginning; thence South 33°40'38" East 181.71 feet; thence South 43°17'03" East 267.81 feet; thence South 52°28'19" East 236.01 feet; thence North 88°55'59" East 115.04 feet; thence South 80°49'29" East 98.41 feet; thence North 27°38'06" East 171.30 feet; thence North 53°46'55" West 278.03 feet; thence North 49°02'06" West 175.41 feet; thence North 55°30'09" West 225.22 feet; thence South 45054'01" West 155.86 feet; thence North 63°53'35" West 121.24 feet to the True Point of Beginning As more particularly shown on Exhibit "B" attached hereto and by this reference made a part hereof. WAD Si,\ I � S Rory S, Wdliams, L.S. No. 6654 License Expires: December 31. 1999 Rory S. Williams Exp. 721310 (p No.6654 \P \OF CA��FO�� Page 1 of 2 September 9, 1999 Page I of I W.0.2426 -IT H&A Leeal No. 4807 Prepared bv: V. Edse _ EXHIBIT "B" Sketch to Accompany Legal Description S52°57'27"E %160.50' N37002'33"E 43.00' '102.76'- T X561! N44°01'45'E lq5 j��f ®HUNSAKER & ASSOCIATES TEMPORARY EASEMENT • ' " I ` FOR DIRT STOCK PILE PURPOSES PUNNING ENGINEERING SURVEYING Three Nu(ha • Imx, U 93618 • PM: (949) 981W10 •f%: 19.91 5E]-0)59 UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA °A 9-9-99 o rz - - - e.` V. Edge ey' R. Williams SCALE: 1"= 150' W.O. 2426-1T "`O :\ST0NERIDCE\LD\4807\SHT0I.DWC „00 ACAD-MC H&A LEGAL No. 48071 SHEET 1 OF 1 Exhibit C Page 2 of 2 WHEN RECORDED, MAIL TO: Rancho Mission Viejo P.O. Box 9 San Juan Capistrano, California 92693 (Space Above For Recorder's Use) OPENSPACE CONSERVATION EASEMENT (Ladera Ranch) DMB LADERA, LLC, a Delaware limited liability company, as Grantor To THE LADERA LAND CONSERVANCY, a California non-profit corporation, as Conservancy Effective Date: December _ 1998 CAwindows\TEMP\ij tp06!.do 1 2. 3. 0 5. Grant of Conservation Easement......................................................... a. Policy, Goals & Purpose.......................................................... b. Performance Criteria................................................................ (1) Termination of Corporate Existence ............................ (2) Event of Default........................................................... C. General Grant........................................................................... d. Initial Conservation Easement Area ........................................ e. Annexation of Additional Conservation Easement Area......... General Costs and Liabilities............................................................... Permitted Use of Conservancy............................................................. a. Irrigation.................................................................................. b. Access...................................................................................... (1) Enforce......................................................................... (2) Observe........................................................................ (3) Routes.......................................................................... (4) Interference.................................................................. c Protect E-;,oin & Restore 1M ............................ 2 ............................ 2 ............................ 2 ............................ 2 ............................ 3 ............................ 3 ............................ 3 ............................ 3 ............................ 4 ............................ 4 ............................ 4 ............................ 4 ............................ 4 ............................ 4 ............................ 4 ............................ 4 4 , ....................................................................................... ................ 4 ................ 5 ............... 5 ................ 5 ................ 5 ................ 5 ................ 5 ................ 5 ................ 5 ................ 5 ................ 5 ................ 6 ................ 6 ................ 6 ................ 6 ................ 6 ................ 6 ................ 6 ................ 6 ................ 7 E, ................................................................................................................ 7 (1) Resource Management Plan ........................................................................ 7 M. Signage....................................................................................................................7 n. Additional Easements and Rights........................................................................... 7 d. Enforce ............................. e. Construct Fencing............ f. Construct Improvements.. (1) Approval ...................................................................... (2) No Interference............................................................ Approvals; Compliance....................................................................... a. Licenses & Permits.................................................................. b. Laws........................................................................................ Enumerated Reserved Uses of Grantor ................................................ a. Roads........................................................................................ b. Grazing..................................................................................... C. Utilities; Public Improvements ............................................... d. Existing Easements.................................................................. e. Flood Control.........................................................................., f. Hiking and Riding Trails......................................................... g. Prescribed Fires; Access.......................................................... h. Community Events................................................................. i. Scientific Research.................................................................. j. Grading................................................................................... k. Communication....................................................................... I Miti ation C:\windows\TEMP VjtP06!.dm OPEN SPACE CONSERVATION EASEMENT (Ladera Ranch) THIS OPEN SPACE CONSERVATION EASEMENT (the "Easement") is made and entered into as of the _day of December, 1998, by DMB LADERA, LLC, a Delaware limited liability company ("Grantor"), and THE LADERA LAND CONSERVANCY, a California non-profit corporation ("Conservancy"). THE PARTIES ENTER INTO THIS EASEMENT based upon the following facts, understandings and intentions: A. Grantor and the County of Orange ("County") entered into (i) that certain Ladera Development Agreement dated December 3, 1996, which was recorded in the official records of the County of Orange on January 17, 1997, as Instrument Number 19970027386 ("Development Agreement") and (ii) that certain Regional Open Space Agreement dated June 12, 1998 ("Open Space Agreement") in furtherance and implementation of the requirements of the Development Agreement. B. Grantor is the owner and master developer of certain real property (the "Project") in Orange County, California, which is subject to the Development Agreement; and, in accordance therewith, certain areas of such real property established in accordance with the Open Space Agreement and described below or otherwise hereafter annexed and made subject hereto (collectively, the "Conservation Easement Area) have been designated for, among other uses, open space, conservation and related uses as more particularly described in this Easement. C. Conservancy has been organized to preserve and enhance natural areas for aesthetic, scientific, charitable and educational purposes; and Conservancy is qualified under California Civil Code Section 815.3 to acquire and hold conservation easements. D. The Conservation Easement Area is currently in a substantially undisturbed and natural state and has significant ecological, scientific and aesthetic value and provides significant, relatively natural habitat for plants and wildlife. E. The Conservation Easement Area is comprised of lands formerly a part of the Rancho Mission Viejo and which are managed by Rancho Mission Viejo, LLC, a Delaware limited liability company ("RMV"). F. The Conservation Easement Area's natural elements, ecological, scientific and aesthetic values are (i) of great importance to the people of the State of California, the people of the County of Orange, Grantor, Conservancy and RMV and (ii) are worthy of protection and preservation. G. Grantor owns and wishes to convey the rights to preserve and protect in perpetuity the natural ecosystems, natural elements and the great scientific and aesthetic values of the Conservation Easement Area. Q\windows\TEMP\3jtp06!.dm H. This Easement has been reviewed and approved by County as satisfying Exhibit D (Table D-1 and Section II) and Exhibit F (Section 4, GPA 9) of the Development Agreement, together with associated Land Use Element (LUE), zoning and General Plan Amendment (GPA) Condition of Approval 9, and the requirements of the Open Space Agreement with respect to the subject matter thereof. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, and pursuant to the laws of the State of California and, in particular, Section 815 et.seq. of the California Civil Code, Grantor hereby grants and conveys to Conservancy, its successors and assigns forever, a perpetual, irrevocable conservation easement in gross over and across the Conservation Easement Area in accordance with the terms and conditions hereafter set forth: Grant of Conservation Easement. a. Policy. Goals & Purpose. The parties desire and intend that (i) the Conservation Easement Area's ecological elements and scientific and aesthetic features and values be preserved and maintained in perpetuity by the continuation of such uses in the Conservation Easement Area as may be conducted consistent with the conservation values protected herein and otherwise consistent with the Southern Subregion Natural Communities Conservation Plan ("NCCP") or, in the absence thereof, a Habitat Conservation Plan ("HCP"), (ii) the existing conservation values of the Conservation Easement Area be preserved and maintained by the continuation of land use. patterns that do not significantly impair or interfere with the conservation and related uses more particularly described and permitted herein and (iii) the Conservation Easement Area shall be retained forever in an open space condition (subject to the uses permitted under this Easement) and to prevent any use of the Conservation Easement Area that will impair or interfere with the conservation values of the Conservation Easement Area. o. Performance Criteria. For purposes of determining whether Conservancy is satisfying the policy, goals and purpose of this Easement, the occurrence of any of the following conditions shall be deemed a material default by Conservancy hereunder: (1) Termination of Corporate Existence. The termination of Conservancy's corporate existence by any of the following methods and the failure of Conservancy to assign this Easement and the rights granted to Conservancy hereunder either (i) to another corporation which has been organized to preserve and enhance natural areas for aesthetic, scientific, charitable and educational purposes and is qualified under California Civil Code Section 815.3 or is otherwise legally permitted to acquire and hold conservation easements or (ii) in accordance with Section 14 of this Easement: (a) VoluntaQE Dissolution. Voluntary dissolution evidenced by either (i) the filing of a certificate of dissolution pursuant to California Corporations Code Section 6615 or (ii) a superior court order declaring the Conservancy wound - up and dissolved pursuant to California Corporations Code Section 6617; or C:\windows\TEMMjtp06!.dw 2 (b) Involuntary Dissolution. Involuntary dissolution evidenced by a superior court order declaring the Conservancy wound -up and dissolved pursuant to California Corporations Code Section 6518; or (2) Event of Default. The existence of any of the following conditions which is not cured within ninety (90) days following service upon each of the Conservancy directors of written notice from the County that such condition exists: (a) Insolvencv. The Conservancy shall be or otherwise be deemed insolvent; (b) Failure of Board to Meet. The repeated failure of the Board of Directors of Conservancy to meet following a call made in accordance with the bylaws of Conservancy; or (c) Policy. Goals & Purpose. The failure of Conservancy to comply with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement, including to identify, preserve, manage and protect in perpetuity and to restore the open space and significant, relatively natural, ecological features and values of the Conservation Easement Area. C. General Grant. Grantor hereby conveys and grants to Conservancy a non-exclusive easement and right to use the surface of the Conservation Easement Area for the "Permitted Use" (as hereafter defined): provided, the use of the surface of the Conservation Easement Area for the Permitted Use is the exclusive use by Conservancy of this Easement and the Conservation Easement Area; and, in addition to the specific rights reserved to Grantor hereunder and specifically with respect to the subsurface of the property comprising the Conservation Easement Area, Grantor retains the right to reasonable access to and use thereof so long as Grantor's exercise of such retained and reserved rights does not materially disturb, disrupt or interfere ,v ith the Permitted Use d. Initial Conservation Easement Area. The initial Conservation Easement Area is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. C. Annexation of Additional Conservation Easement Area. All or any part of the property designated as, or otherwise determined to be, Conservation Easement Area in accordance with the Open Space Agreement shall be annexed to and become subject to this Easement without the approval, assent or vote of Conservancy; provided, a spreader of easement covering the portion of the property to be annexed (and which shall subject such additional property then being annexed to the terms, covenants and conditions of this Easement) shall be executed and recorded by Grantor. The recordation of said spreader of easement shall constitute and effectuate the annexation of the said property described therein, malting said property subject to this Easement; and, thereafter, said annexed property shall be part of the Conservation Easement Area. For purposes of this Easement, a spreader of easement shall be a writing in recordable form which annexes property to the burdens and covenants of this Easement and which incorporates by reference all of the covenants, conditions, restrictions and other provisions of this Easement without C:\window \TEMP3jtp0WAw 'two r any approval or other action by or of any other party. In no event, however, shall any such spreader of easement revoke, modify or add to the covenants established by this Easement with respect to the existing property then subject hereto. Nothing provided herein shall in any way obligate Grantor to annex any property to this Easement or to impose any similar or dissimilar covenants, conditions or restrictions on any of its other property, and such other property shall not become part of the Conservation Easement Area which is subject to this Easement unless and until Grantor shall have recorded a spreader of easement as aforesaid. 2. General Costs and Liabilities. Conservancy shall have all responsibility and shall bear all costs and liabilities of any kind related to the ownership of this Easement and the operation, maintenance and use of the Conservation Easement Area by Conservancy in accordance with this Easement. 3. Permitted Use of Conservancy. Conservancy (and no other entity, person or organization) shall identify, preserve, manage and protect in perpetuity and restore the open space and significant, relatively natural, ecological features and values of the Conservation Easement Area in accordance with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement; and Conservancy shall have the following rights which shall be exercised in accordance with this Easement so long as the same shall be consistent with the NCCP or, in the absence thereof, a HCP, and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto (the "Pem3itted Use"): a. Irrigatio . To irrigate the surface of the Conservation Easement Area relative to restoration activities, revegetation and conservation of natural resource values. b. Access. To enter upon the Conservation Easement Area for the following purposes and subject to the following limitations: (1) Enforee. To enforce the rights herein granted; (2) Obserye. To generally observe, study and make scientific observations of the Conservation Easement Area ecosystem; (3) Routes. Access shall be by means of existing roads and trails or other routes and access points as may be reasonably approved by Grantor and RMV from time to time; and (4) Interference. Access shall not unreasonably interfere with the purpose and intent of this Easement. C. Protect. Enjoin & Restore. To determine whether the use of the Conservation Easement Area is in compliance with the terms of this Easement and, if not, to seek to protect the Conservation Easement Area and/or otherwise enjoin any activity on, or use of, the Conservation Easement Area which is inconsistent with the provisions of this Easement. d. Enforce. To enforce the terms and provisions of this Easement which are for the benefit of the Conservancy and/or the protection and preservation of the Conservation Easement Area in accordance with this Easement, including to restore such areas CAwindow \TEMP\3jtp06!.dm 4 or features of the Conservation Easement Area as may be damaged by activities which are prohibited hereunder. e. Construct Fencine. To construct and install fencing as may be necessary to protect areas of scientific research from environmental degradation. f. Construct Improvements. To construct such improvements as may be necessary to protect the conservation values or maintain the resources protected by this Easement so long as: (1) Approval. Conservancy has received Grantor's prior written approval for such improvements, which shall not be unreasonably withheld or delayed; and (2) No Interference. Such improvements do not interfere with Grantor's continued use of the Conservation Easement Area (which uses shall not be inconsistent with the uses required or permitted hereunder). 4. Approvals: Compliance. Conservancy's use of the Conservation Easement Area shall be conditioned upon Conservancy, at its sole cost and expense: a. Licenses & Permits. Maintaining all necessary licenses and/or permits from all appropriate public and/or governmental agencies with respect to the Permitted Use; and b. Laws. Complying with each and every federal, state or local law, regulation, standard, decision of court, ordinance, rule, code, order, decree, directive, guideline, permit or permit condition, together with any declaration of covenants, conditions and restrictions which have been recorded in any official or public records with respect to the Conservation Easement Arc,. , _ any p:.-' - )n thereof, each as currently existing and as amended, enacted, issued or adopted in the future which are or become applicable to the Conservation Easement Area and/or the property underlying or otherwise subject to the same. 5. Enumerated Reserved Uses of Grantor. The following specific rights, uses and practices ("Enumerated Reserved Uses"), though not an exhaustive recital of consistent uses and practices permitted and reserved by Grantor, are specifically reserved by Grantor from the grant of this Easement; and these rights, uses and practices, as well as all others which do not unreasonably interfere with this Easement, shall not be precluded, prevented or otherwise limited only so long as the same shall be consistent with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement, together with any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto: _ a. Roads. To maintain, repair and/or replace public and privately owned and maintained trails and roads in the Conservation Easement Area. b. Wig. Livestock grazing in accordance with a grazing management plan approved by the Director of the Planning and Development Services Department of the County in consultation with the Director of the Public Facilities and CAwindows\TFMP\3jtp06!.dw Resources Department of the County prior to any grazing activities in the Conservation Easement Area. C. Utilities• Public Improvements. To grant, and otherwise determine the location of, utilities and public improvements within existing and/or new easements, including, but not be limited to, for above -ground and below -ground electrical transmission facilities, fuel and gas pipeline facilities, water, water reservoirs and pipelines, sewer, telephone, video and data transmission, cable television and other uses and other pipelines and appurtenant facilities, in one or more consolidated utilities corridors (consistent with such utilities to the extent practical), maintenance of and access to such facilities and roads on and across the Conservation Easement Area as may be necessary to serve land within or outside the Conservation Easement Area but only so long as the same shall be consistent with this Easement and the NCCP or, in the absence thereof, a HCP and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto as reasonably reviewed, approved and determined by the Conservancy (as a condition and prior to any such grant thereof), including that the same do not conflict with the permitted mitigation areas. d. Existine Easements. To continue the use of the Conservation Easement Area for purposes of any easements of record prior to the date such underlying property comprising the same was annexed to or otherwise made subject to this Easement, including, without limitation, to consolidate and/or relocate any such easements into one or more utility corridors. e. Flood Control. To locate and maintain flood control and ancillary and appurtenant facilities. f. Hiking and Riding Trails. To construct and/or maintain, or otherwise permit the same, one or more regional and/or community hiking and/or equestrian trails in accordance with the Development Agreement and the Open Space Agreements, any and all of which shall have rights which are superior and senior to any and all rights under this Easement. g. Prescribed Fires; Access. To conduct prescribed fires in accordance with the requirements, direction, authorization or recommendation of the local fire authority for purposes of the health and/or safety of surrounding properties and populations and/or otherwise in order to further the intentions of this Easement and otherwise to have any and all access to the Conservation Easement Area in order to fight or otherwise mitigate fires. h. Community Events. To hold and otherwise conduct community events which are consistent with goals and objectives of this Easement or are not otherwise inconsistent with the other uses permitted and/or reserved hereunder. i. Scientific Research. To conduct scientific research; j. Gradine. To perform remedial grading with revegetated slopes utilizing native species; C:\windows\TEMP'3jtp06!.dm k. Communication. To locate, operate and maintain (and to grant such rights to any and all third parties) communication facilities; 1. Mitigation. Grantor (or any member or partner thereof or any person or party affiliated therewith or any member or partner thereof) shall have the right to satisfy the requirements of any public agency in regards to environmental, geological, hydrological, archaeological, paleontological and/or any other environmental or similar land use related mitigation and/or restoration measures, commitments and conditions (collectively, "Mitigation Actions") with respect to the development of the Project (including any projects undertaken by the County in accordance with the Development Agreement or otherwise pursuant to an agreement with Grantor in order to satisfy the requirements or conditions of the Development Agreement) and/or any other land and/or area commonly referred to as the Rancho Mission Viejo or any portion thereof (whether or not related to the Development Agreement) by means of actions, or other encumbrances upon the Conservation Easement Area (and any and all other such mitigation measures and activities may so burden the Conservation Easement Area) so long as the same are not inconsistent with the Enumerated Reserved Uses, the goals and policies of this Easement and either the NCCP or an HCP; (1) Resource Management Plan. The requirements of the Resource Management Plan, including the need for on-site monitoring confirmation studies, shall be accommodated within the Conservation Easement Area; in. Signage. To place or locate temporary signage appurtenant to the Project and which is within 30 feet of curbs or other road improvements and is otherwise in accordance with a County -approved signage program; n. Additional Easements and Rights. To grant or permit additional easements, licenses or other rights over, on or through the Conservation Easement Area and the property underlying or otherwise subject to the same provided, however, that any such future grant or permission shall not unreasonably :..wrfere with the Permitted Use on the Conservation Easement Area and otherwise only so long as the same shall be consistent with this Easement and the NCCP or, in the absence thereof, a HCP and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto as reasonably reviewed, approved and determined by the Conservancy (as a condition and prior to any such grant thereof); and o. Other. Any and all such other uses which are consistent with the Enumerated Reserved Uses, this Easement and as otherwise approved by the Conservancy. 6. General Limitation on Permitted Use. This Easement and the rights granted hereunder are limited solely to the Permitted Use; and Grantor reserves any and all other rights to use the Conservation Easement Area so long as such use will not unreasonably interfere with or otherwise prohibit the Permitted Use and is not otherwise prohibited hereunder. 7. Limitations on Public Use. No use of the Conservation Easement Area by the general public is authorized by this Easement; and any and all such general public use shall be limited to the use of the regional and community hiking and/or riding trails which are Q\windows\TEMP\3jtpO6!.dm described on recorded easements or other public record documents unless such use is with the express prior written consent, and otherwise subject to the supervision, of the Conservancy and within the boundaries of specified hiking and/or riding trails delineated and described as such. Neither Grantor nor Conservancy shall encourage or permit the general public to use or enter upon the Conservation Easement Area except as expressly provided herein. For purposes hereof, the term "general public" shall not include persons accompanied by either Grantor or Conservancy, or any of their employees, agents, representatives, contractors or subcontractors, entering onto the Conservation Easement Area for, respectively, any reserved use (as to Grantor) or any Permitted Use (as to Conservancy). 8. Specific Prohibited Uses on Conservation Easement Area. The following uses and practices on the Conservation Easement Area are inconsistent with the purposes of this Easement and shall be prohibited unless upon the unanimous written consent of Grantor, Conservancy, RMV and County (as determined by the Director of Planning and Development Services in consultation with the Director of Public Facilities and Resources Department): a. Commercial Crops; Exotic Species. Planting of commercial agricultural crops or the conversion of native vegetation to new or exotic species. or animal species. b. Non -Native Plants and Animals. Introduction of non-native plant C. Hunting or Trapping. Hunting or trapping. d. Commercial Use. Commercial, retail or industrial development; e. Farming. Plowing, drilling seed or any other farming activity which would disturb the soil surface. f. Trash. Dumping & Ihzardous Materials Storage. Dumping of ashes, trash, garbage or other unsightly, offensive or toxic material or the storage or use of biocides and agricultural chemicals except as such biocides and/or chemicals may be necessary to protect the native vegetation which is of conservation value and threatened by the invasion of exotic material from outside the Conservation Easement Area. g. Topgmphy Changes. Changing of the topography through the placing of soil, dredging soils, landfill or other material, including filling, excavating, dredging, mining, drilling or removal of topsoil, sand, gravel, rock, minerals or other materials unless the same is ancillary to or otherwise defined as an Enumerated Reserved Use. 9. Liens. Conservancy shall not permit to exist or otherwise to be enforced against the Conservation Easement Area and/or the property underlying or otherwise subject to the same any mechanics', materialmen's, contractors' or other liens arising out of the acts or omissions of Conservancy; and Conservancy shall promptly pay or cause to be paid all of such liens, claims or demands related thereto before any action is brought to enforce the same. 10. Taxes. Grantor agrees to pay any and all real property taxes and assessments levied by competent authority on the fee interest of the Conservation Easement CAwindows\TEMP\3j tp06!.dm Area; provided, Grantor shall have no obligation to pay any taxes or assessments which may be levied against this Easement itself and Conservancy shall pay ,on or before delinquency, any and all real property taxes and assessments (including any fees or amounts in lieu of real estate taxes and assessments) and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, which are assessed, levied, confirmed, imposed or become a lien against or upon this Easement and/or the Conservation Easement Area as a result of this Easement, the Permitted Use and/or any improvements constructed or developed on the Conservation Easement Area by Conservancy. 11. Insurance. Conservancy shall maintain comprehensive general liability insurance, including automobile coverage and blanket contractual liability coverage, with respect to the Conservation Easement Area, ingress to and egress therefrom and the activities of or on behalf of Conservancy on or about the Conservation Easement Area, including personal injury and property damage for not less than One Million Dollars ($1,000,000) combined single limit bodily injury, death and property damage liability per occurrence, or the current limit of liability carried, whichever is greater, and worker's compensation insurance to protect Conservancy and Grantor (together with its agent) from any claim made or action brought by any person or entity arising out of or related to Conservancy's use of the Conservation Easement Area or arising out of or connected in any way with the acts of Conservancy or any other person claiming any interest or right through or under Conservancy undertaken pursuant to this easement. Conservancy shall provide that the policy or policies of insurance shall be primary and shall name Grantor (together with its agent) as an additional insured, with the provision that any other insurance carried by Grantor (and its agent) shall be noncontributing and shall waive all rights of subrogation. Prior to entering upon the Conservation Easement Area, Conservancy shall famish Grantor with a Certificate of Insurance and Additional Insured Endorsement as evidence of such policy or policies. Both the Certificate of Insurance and Additional Insured Endorsement shall name Grantor (together with its agent) as additional insureds and contain language that specifically states that each policy or policies of Comprehensive or Commercial General Liability Insurance shall be primary and noncont�'buting with any insurance carried by Grantor (and its agent). 12. Remedies. In addition to any and all other remedies available at law or in equity, the following remedies shall be available: a. Conservancy: Notice of Violation. If Conservancy determines that Grantor or any other person or party is in violation of this Easement with respect to the Conservation Easement Area or that a violation is threatened on the Conservation Easement Area, Conservancy shall give written notice to Grantor (or such other party) thereof and request action sufficient to cure or prevent the violation and, where such violation involves injury to an area resulting from any use or activity inconsistent with the provisions of this Easement, to restore the protection or condition of the area so injured. — - b. Cure by Conservancy. If Grantor (or such other party) fails to cure the violation within thirty (30) days after receipt of notice thereof (or, if such violation cannot be cured within such time, if such party fails to begin curing the same within the aforesaid thirty (30) day period and thereafter fails to continue diligently to cure such violation until finally cured), Conservancy may: CAwindow \TEMNjtp06!.dm 9 (1) Action to Enforce. Bring an action in law to enforce the restoration of that portion of the Conservation Easement Area affected by such activity to the condition that existed prior to the undertaking of such unauthorized activity; and/or (2) Restoration. Enter upon the Conservation Easement Area and restore that portion thereof affected by such activity to the condition that existed prior to the undertaking of such activity; provided, such action by Conservancy shall not prejudice any subsequent judicial proceeding nor shall such improvement preclude Conservancy from obtaining reimbursement for the restoration costs. C. Enforcement by Grantor. Grantor, any "Successor Grantors" (as defined below) and their successors shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Easement or any amendment thereto, including the right to specific enforcement and otherwise to prevent the violation of any such restrictions, conditions, covenants or conditions and any right to be indemnified hereunder (in accordance with the terms and conditions hereof); provided, Grantor shall not have the right to terminate this Easement. Grantor may assign any of its rights and powers under this Easement to any other person or entity so long as such person or entity in writing agrees to assume the duties of Grantor pertaining to the particular rights and powers assigned; and, upon the recordation of such writing accepting such assignment and assuming such duties, such assignee (the "Successor Grantor"), to the extent of such assignment, shall have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by Grantor herein and Grantor shall be released and relieved of such rights and obligations. 13. Notices. a. DeliverX. Any notice called for, required or delivered under this Easement shall be sent by hand delivery or by registered or certified US mail to the address set forth below; provided, any such address may be changed to such other address as such party may inform the other of from time to time in writing; and notice shall be deemed to be received on the date evidenced by hand delivery, registered mail or certified mail receipt: Grantor: DMB Ladera, LLC c/o Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 Conservancy: The Ladera Land Conservancy c/o Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 RMV: Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 County: Director Planning and Development Services Department C.\windows\TEMNjtpO6!.doc 10 P.O. Box 4048 Santa Ana, California 92702 and Director Public Facilities and Resources Department P.O. Box 4048 Santa Ana, California 92702 b. Notice of Request. Whenever express agreement, consent or other action is required, desired or requested under the terms and conditions of this Easement by or from Grantor, Conservancy, County, RMV or any other person or party, the initiating party shall give written notice and detailed information to the other party by registered or certified mail. The receiving party shall have thirty (30) days from the receipt of such first notice to review the proposed activity and to notify the initiating party of any objections thereto; provided, (i) upon the failure of the initiating party to receive any response thereto from the party to whom such notice was directed within such thirty (30) days of the forwarding of said first notice, then such initiating party shall thereafter give a second written notice (which shall contain the same information as the first such notice — or otherwise include the first such notice -- and state that the same is the second such notice) and (ii) the failure of such party to whom said notice was directed to object to any of the terms and/or conditions provided therein within thirty (30) days of the forwarding of said second notice shall constitute consent to the proposed activity. No agreement or consent with respect thereto shall be unreasonably withheld, conditioned or delayed; and any objections to activities proposed by such notice shall be set forth in a written response to any such notice. Permission to carry out, or failure to object to, any proposed use or activity shall not constitute consent for any subsequent use or activity of the same or a different nature. 14. Assignment. This Easement and the rights granted to Conservancy hereunder are "easements in gross" and are therefore personal to Conservancy; and the same are not assignable and may not be assigned to any person, entity or governmental body without Grantor's prior written consent (which may be withheld in Grantor's sole discretion); provided, (i) Conservancy may assign this Easement and the rights and obligations hereunder to a regional conservation plan entity or to any entity in conformance with an NCCP-approved plan of conservation with Grantor's reasonable consent and (ii) in the event that Conservancy dissolves and if Conservancy fails to assign the same to a regional conservation plan entity or to any entity in conformance with an NCCP-approved plan of conservation or to offer this Easement to County, this Easement shall thereupon become the property of and vested in County without the necessity of recording any further instrument of conveyance so long as County accepts the same in a written instrument. — - 15. Indemnity. Conservancy shall save, indemnify and hold harmless Grantor (and all of their officers, directors, stockholders, partners, members, agents, representatives, managers and employees, including RMV) against any liability, loss, cost, damage and expense caused by or arising from (i) an act(s) or omission(s) of Conservancy, its employees, agents, contractors, licensees, permitees, successors and assigns, (ii) the construction, location and C:\windows\TEMPUjtpOWAo 11 existence of any improvements owned by Conservancy, whether defective or otherwise, including, but not limited to, any loss, cost, damage, liability and expense arising from damage to or destruction of injury to or death of any person and/or (iii) any exercise of the Permitted Use by or on behalf of or otherwise derived from Conservancy. 16. Condemnation. In the event of any condemnation or sale of the Conservation Easement Area or any property encumbered thereby or otherwise subject thereto, Grantor shall be entitled to all of the condemnation proceeds attributable thereto or otherwise arising therefrom. a. General. Grantor may transfer its fee interest in the property encumbered by or otherwise subject to this Easement, by sale, assignment or otherwise, in the sole and absolute discretion of Grantor, including, without limitation, to any entity in conformance with an NCCP-approved plan of conservation. b. Transfer to Conservancy. To the extent permitted by applicable law, Grantor shall have the right to quitclaim to Conservancy the fee interest in the property encumbered by or otherwise subject to this Easement (and otherwise in a manner to preserve the policies, covenants, conditions and protections of this Easement) while concurrently reserving easements and such other then -existing interests in order to continue existing uses permitted to Grantor hereunder. C. Transfer to County. In the event that Conservancy is in material default under the terms and conditions of this Easement as set forth under Section 1.b of this Easement on or after the date which is twenty (20) years after the date the Development Agreement was first recorded, then the County shall have the right to cause Grantor and Conservancy to transfer fee title and all right, title and interest under this Easement to the County for tho- c portions of the Conservation Easement Are:. over which this Easement has been recorded and otherwise such that the condition of title to such property shall be acceptable to the Director, Public Facilities and Resources Department and shall be delivered subject only to such title exceptions and encumbrances which are consistent with the Enumerated Reserved Rights, the NCCP or, in the absence thereof, an HCP. d. Credits and Mitigation Rights. Except as previously granted to County for purposes of mitigating the impacts of the construction of Antonio Parkway, Grantor may transfer, by sale, assignment or otherwise, in the sole discretion of Grantor, any credits or similar rights associated with the property encumbered by or otherwise subject to this Easement in order to offset impacts of development under Federal, State and/or local endangered species or similar laws and/or regulations or otherwise to satisfy any Mitigation Action so long as the same does not materially interfere with the Permitted Use and is otherwise in compliance with Section 5.1 of this Easement. Unless otherwise provided under a NCCP-approved plan of conservation enacted subsequent to the date hereof with respect to all or any portion of the Conservation Easement Area expressly applicable thereto, Grantor shall have the exclusive right to determine the price and any other consideration or conditions concerning any such transfer and shall be CAwindow \TEMMjtp0WA. 12 entitled to all such consideration derived or otherwise arising therefrom (and Conservancy shall not be entitle to any portion of the same). 18. Covenant Running With Land. The easements and covenants contained herein are (i) imposed upon the property encumbered by or otherwise subject to this Easement, (ii) shall run with and against the same and shall be a charge and burden thereon for the benefit of Conservancy and/or the current holder of this Easement and (iii) are perpetual and irrevocable. 19. Waiver of Jury Trial. THE PARTIES HERETO EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EASEMENT, THE USE OF THE OPEN SPACE EASEMENT AREA OR ANY ADJOINING PROPERTY AND/OR ANY CLAIM FOR INJURY OR DAMAGE WITH RESPECT THERETO. 20. No Rights in General Public. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Conservation Easement Area or any of the property encumbered thereby or otherwise subject thereto to or for the general public; and the parties hereto and any other entity otherwise obtaining any interest herein acknowledge the intention that this Easement shall be strictly limited to and for the purposes herein set forth. 21. Amendment Inconsistency. Except as expressly hereinafter provided, this Easement may be modified only by written instrument executed by the record owner of the property encumbered hereby, the then -holder of this Easement and County (as determined by the Director of Planning and Development Services in consultation with the Director of Public Facilities and Resources Department) and, in each event, provided that such modification is otherwise consistent with the terms, policies and goals hereof. Notwithstanding the foregoing to the contrary, Grantor shall have the unilateral right (without the consent or approval of any party, beneficiary or other person) to amend or otherwise revise this Easement (except for Section 17.c hereof) in order to conform the same, or otherwise to be consistent, with the NCCP or, in the absence thereof, a HCP: and, in the event of any inconsistency between this Easement and the NCCP, the NCCP (or, in the absence thereof, a HCP) shall control. 22. Miscellaneous. This Easement shall be binding on the successors, assigns and legal representatives of each of the parties hereto. This Easement represents the entire agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. Time is of the essence of each provision of this Easement. This Easement shall be governed by and construed in accordance with the laws of the State of California. If any suit or action is brought to enforce or construe any provision of this Easement, the prevailing party shall be entitled to recover its costs and expenses arising out of such litigation, including attorneys' fees and court costs, from the non -prevailing party; and each party hereto waives any and all rights to a trial by jury with respect to any dispute or action hereunder or otherwise to enforce or construe this casement. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of C:Wndow \TEMP3jtp06!.dw 13 any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. If any provision of this Easement or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the remaining provisions of this Easement and the application thereof shall remain in full force and effect and shall not be affected, impaired or invalidated. This Easement may be executed in two or more counterparts, which shall, in the aggregate, be deemed executed by all parties. 23. Third Party Beneficiarv. The County shall be deemed, and is hereby, a third party beneficiary of this Easement. IN WITNESS WHEREOF, Grantor and Conservancy have executed this Easement as of the _ day of December, 1998. "Grantor" DMB LADERA, LLC, a Delaware limited liability company By: Rancho Mission Viejo, LLC, a Delaware limited liability company, as agent and manager By: Donald L. odra, r in ficer i2 By: Richard Broming, Vice P,..:ident "Conservancy" THE LADERA LAND CONSERVANCY, a B B APPROVED AS TO FORM: Thomas 13. Mathews, Director, Planning and Development Services Department, County of Orange CAwindows\7EMPVjtp06!.doc 14 STATE OF CALIFORNIA COUNTY OF ORANGE On NOVEMBER 23, 1998 before me, TINA T. BAKER, Notary Public, personally appeared RICHARD BROMING and TOM STALEY, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary STATE OF CALIFORNIA COUNTY OF ORANGE On NOVEMBER 23, 1998 before me, TINA T. BAKER, Notary Public, personally appeared DONALD L. VODRA and RICHARD BROMING, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary I HUIT ZOLLARS Huitl-Zellars, Inc. 115101 Red Hill Avenue/ Tustin. California 92780-6500/ Phone (714) 259-7900/Fax (714) 259-0210 10-0367-10(A) 10-01-98 Revised 11-16-98 LADERA OPEN SPACE DEDICATION PHASE 1 Those portions of Parcel 2 of Lot Line Adjustment LL 96-026, in the Unincorporated Territory of the County of Orange, State of California, recorded November 21, 1996 as Instrument No. 19960587414 of Official Records in the office of the County Recorder of said County, described as follows: Parcel A: Beginning at the Northeasterly corner of said Parcel 2; thence along the Westerly line of said Parcel 2, the following courses: South 18°37'25" West 430.00 feet, South 13°50'25" East 1495.51 feet, South 32°41'47" West 766.05 feet, and South 25050'45" East 711.76 feet; thence leaving said Westerly line South 86°08'33" West 494,77 feet to the general Easterly line of Parcel 1 of said Lot Line Adjustment LL 96-026, said point being the beginning of a non -tangent curve concave Northerly having a radius of 3000.00 feet, a radial line of said curve to said point bears North 7015'58" West; thence along said general Easterly line, the following courses: Westerly 243.64 feet through a central angle of 4°39'11", North 5001'10" West 1323.46 feet, and South 74°04'22" West 834.44 feet to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 of said official records, said point being the beginning of a non -tangent curve concave Southwesterly having a radius of 2162.00 "__, ; radial line of said curve to said point bears North 65°56'17" East; thence along said Easterly right of way of Antonio Parkway, the following courses: Northwesterly 730.50 feet along said curve through a central angle of 19°21'33", North 43°25'16" West 400.00 feet to the beginning of a tangent curve concave Northeasterly having a radius of 1738.00 feet, and Northerly 1689.32 feet along said curve through a central angle of 55°41'27" to the Northerly line of said Parcel 2; thence leaving said right of way Antonio Parkway and along the Northerly line of said Parcel 2, the following courses: South 41°43'07" East 216,00 feet, and South 85°42'35" East 2515.63 feet to the point of beginning. EXCEPTING therefrom that portion of said Parcel 2, described as follows: Commencing at the Southeasterly terminus of that certain course shown as having a bearing and distance of "N 41043'07" W 1149.65' " for a portion of the genefal Northerly line of Parcel 2; thence North 41°43'07" West 26.96 feet along said general Northerly line to the TRUE POINT OF BEGINNING; thence continuing along said general Northerly line North 41°43'07" West 189.04 feet to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 of said Official Records, said point being the beginning of a non -tangent curve concave Easterly having a radius of 1738.00 feet, a radial line of said curve to said m/lusn/10-0167-10/l/phase-1 zk. nasi- i r..n pin..n r un, ronin r FI pacn I Phrorn. I Tn51•n I Ontario I Albuoueraue I Seattle I Tacoma LADERA OPEN SPACE DEDICATION PHASE 1 PAGE 10-0367-10(A) -01-98 .evised 11-16-98 point bears North 77°43'49" West; thence along said Easterly right of way, the following courses: Southerly 1689.32 feet along said curve through a central angle of 55041'27", South 43025'16" East 400.00 feet to the beginning of a tangent curve Southwesterly having a radius of 2162.00 feet, and Southerly 730.50 feet through a central angle of 19°21'33" to the general Easterly line of Parcel 1 of said Lot Line Adjustment LL 96-026; thence leaving said Easterly right of way line of Antonio Parkway North 74°04'22" East 78.76 feet along said general Easterly line to the beginning of a non -tangent curve concave Southwesterly having a radius of 2240.00 feet, a radial line of said curve to said point bears North 6611324" East; thence Northwesterly 768.00 feet along said curve through a central angle of 19138'40'; thence North 43'25'16" West 400.00 feet to the beginning of a tangent curve concave Easterly having a radius of 1660.00 feet; thence Northerly 1451.87 feet along said curve through a central angle of 50°06'44'; thence North 80°54'23" East 45.82 feet; thence North 48°16'53" East 41.46 feet to the true point of beginning. Containing an area of 124.675 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easements, if any, of record. Parcel 13: Commencing at the Southerly terminus of that certain course shown as "N 13°00'19" W 1822.23' " for a portion of the Westerly line of said Parcel 2; thence North 13°00'19" West 907.16 feet along the Westerly line of said Parcel 2; thence leaving said Westerly line South 76°59'41" West 426.07 feet to the TRUE POINT OF BEGINNING; thence South 343.59 feet; thence West 253.55 feet; thence North 343.59 feet; thence East 253.55 feet to the true point of beginning. Containing an area of 2.000 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easements, if any, of record. Parcel C: Commencing at the Southeasterly corner of said Parcel 2; thence West 1829.32 feet along the Southerly line of said Parcel 2 to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 of said official records, said point being the beginning of a non -tangent curve concave Southwesterly having a radius of 2412.00 feet, a radial line of said curve to said point bears North 70°08'23" East; thence Northerly along said right of way 814.76 feet through a central angle of 19°21'15" to the TRUE m/ws"/14-036740/Vph+ I/jrd/d LADERA OPEN SPACE DEDICATION 10-0367-10(A) PHASE 1 10-01-98 PAGE 3 .Revised 11-16-98 POINT OF BEGINNING; thence leaving said Easterly right of way of Antonio Parkway North 51052'09" East 925.42 feet; thence North 32000'08" West 116.75 feet; thence North 15°07'34" West 1085.78 feet; thence North 34° 11'46" West 367.45 feet; thence North 20005'33" East 845.96 feet; thence South 72°44'29" West 138.42 feet; thence South 76010'38" West 264.59 feet; thence South 5705'22" West 250.00 feet; thence North 32°54'38" West 530.00 feet; thence North 37°05'22" East 400.00 feet; thence North 200.00 feet; thence North 57°05'29" West 230.00 feet; thence South 39042'31" West 961.05 feet; thence South 27°5645" East 787.11 feet; thence South 49°06'24" West 102.53 feet; thence South 24035'59" East 501.79 feet; thence South 59058'17" West 474.91 feet; thence South 49038'57" West 219.47 feet to said Easterly right of way of Antonio Parkway, said point being the beginning of a non -tangent curve concave Northeasterly having a radius of 2288.00 feet, a radial line of said curve to said point bears North 64142'53" East; thence along said Easterly right of way of Antonio Parkway, the following courses: Southeasterly 671.75 feet along said curve through a central angle of 16°49'18", South 42°06'25" East 914.94 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 2412.00 feet, and Southerly 121.77 feet along said curve through a central angle of 2°53'34" to the true point of beginning. Containing an area of 75.637 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easem-nts, if any, of record. m/roan/ 10.0367.10/1/pha I/JM/r NO. 555.' DCP. 9/30/01 \mss , N77'43'49"W 4�;26.96 N80'S4'23"E 45.82'O.C. 122 A = 55'41'27" R = 1738.00' L = 1689.32' EXCEPTION AREA N85'42'35"W 1 p=50'06'44" R=1660.00' �g L=1451.87' \ • N43'25'16"Wf \\ 400.00' A = 19'21'33" R = 2162.00'. L = 730.50' SHEET 1 OF 3 P. 0. B. NE'LY CORNER PCL. 2 2515.63' VA N43'25'16"W PARCEL A 400.00' 724.675 ac. A = 19'38'40" R = 2240.00' L = 768.00' E'LY R/W ANTONIO PARKWAY I� 4 / t PER INST. NO.19980260407 O.R. g34'`1 2 E o 1a�6 N74042 0 N65'56'17"E ; RAD.- J \ GENERAL z N66'13'24"E -i' ' ELY LINE RAD. PCL. 1 I; <",; p = 4'39'11" / R = 3000.00 L = 243.64' H U ITT -ZOLIAIZS Huitt-Zolars, Inc. 15101 Red Hil Avenue, Tustin, CA 92780 SKETCH TO ACCOMPANY A LEGAL DESCRIPAON N18'37'25"E 430.00' y N86'08'32 494.7 REI/.• 11 CAGE 1.. RAW BY JRD JOB Na 10-0367-10 G.\10036710\EX\£X036721.DWG SHEET 2 OF 3 r� Z m n r N Z w o f`lj EAST N�42607'-- (� 253.55' > r- to Q �(!�/ to LA o.t ,S,C!- o� :t l;� O N ZMQ ZM W EAST iii J 253.55' ( ) = RECORD PER LL96-026 PARCEL B - 2000 ac. HUITT-ZOLLARS Huitt-ZoDara, Inc. 15101 Rad HUI Avenue, Tustin, CA 92780 (714> 250-7900 P.O.C. SKETCH TO ACCOMPANY A LEGAL DESCRIPTION PA K;a B L�iXR4rS^OPSV SPACE DEDCATli�14/ - PHASE 1 1011198 iva 10-0367-10 G.\10036710\EX\EX0Jb1L;.uwu \ N49'06'24"E \\ 102.53' Z �Z\\ Q�cP. Q_ N57 -05'29"W 230.00--< \ ,F 200.00' NORTH ® N76'10'38"E 264.59' PARCEL C 75.637 ac. V59'58'17"E 474.91' 0 = 16'49'18" R = 2288.00' L = 671.75' E'LY R/W �' `� ANTONIO PARKWAY INST. NO. 19980260407 O.R. 10 A = 2'53'34" R = 2412.00' L = 121.77' 02 N57'05'22"E 03 N32'54'38"W ® N37'05'22"E N 72'44'29"E 138.42' N34'11'46"W 367.45' 0=" 1 \'i 250.00' n, = 19'21'15\\ ' R = 2412.00' 530.00' L = 814.76' 400.00' N70_08'23"E RAO. HUITr-ZOLLARS Huitt-Zolars, Inc. 15101 Red H1I Avenue, Tustin, CA 92780 C7f4) 259-7.200 SHEET 3 OF 3 32'00'08"W 116.75' EAST S'LY LINE PCL. 2 .C. SE'LY CORNER P.OPCL 2---� SKETCH TO ACCOMPANY A LEGAL DESCRIPTION 1829.32 Xma 10-0367-10 G. \10036710\EX\£X036721.Vwc Exhibit F RULES AND REGULATIONS 1. No keys to locks, gates, fences and/or other structures shall be made or otherwise installed without the consent of Rancho Mission Viejo, LLC ("RMV"); and a copy of each key to any such lock, gate, fence or structure which is not installed by RMV shall be delivered to RMV prior to the utilization thereof. 2. Any key which is provided by RMV shall be returned on the same date of delivery. 3. All gates, doors and similar access and control points shall be closed immediately upon passage through the same. 4. No access and/or use of property shall be permitted or otherwise undertaken except after 7:30 A.M. and before 5:00 P.M., Monday through Friday, without the prior written consent of RMV. 5. All trash and debris shall be removed from the property. 6. Vehicle speed shall not exceed 25 miles per hour. 7. All entrants upon the property shall be subject to being stopped by RMV security personnel and shall cooperate with such security personnel, including providing personal and company identification together with an original of an entry permit executed by RMV. S. None of the following shall be permitted on the property: drugs or narcotics (except subject to a written medical prescription therefore and which is evidenced thereon); alcohol; hunting; fishing; and firearms. 9. Transit to and from the permitted site or use shall be limited to RMV -delineated roads; and no off-road travel and/or use is permitted except in accordance with the written consent or written use agreement executed by RMV. 10. No removal of anything (e.g. citrus, artifacts, etc.) found or located upon the property except in accordance with the written consent or written use agreement executed by RMV. 11. No storage or dumping of anything upon the property except in accordance with the written consent or written use agreement executed by RMV. 12. Any and all use is limited to "official' (and not "personal') purposes. 13. No photographs, video or other imagery (electronic, chemical or otherwise) for commercial, resale or payment, directly or indirectly, is permitted except with the written consent or written use agreement executed by RMV. 21 Exhibit G RECORDING REQUESTED BY: DMB Ladera, LLC, a Delaware limited liability company WHEN RECORDED, MAIL TO: Brobeck, Phleger & Harrison LLP 38 Technology Drive Irvine, California 92618 Attention: Bryan Ngo, Esq. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) By and Between DMB L.,—)ERA, LLC, a Delaware Limited Liability Company, as "Ladera" and STONERIDGE OWNERS (as defined herein) Effective Date: ::ODMAAPCDOCSAOCOLIB 1\1 89114\3 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (the "Declaration") is made this _ day of by and between DMB LADERA, LLC, a Delaware limited liability company, its successors and assigns ("Ladera") and the Stoneridge Owners. THIS DECLARATION is based upon the following facts, intentions and understandings: (a) Ladera is the master developer of the Ladera Ranch planned community in accordance with the Ladera Development Agreement recorded January 17, 1997 in the Official Records of Orange County, California as Instrument No. 19970027386 ("Development Agreement"). (b) In furtherance of the Development Agreement, Ladera intends to dedicate certain portions of Parcel l of Lot Line Adjustment LL 96-026 (the "Adjacent Property") in the unincorporated territory of the County of Orange, State of California, as shown on exhibit "B" attached to that certain document recorded on November 11, 1996 as Instrument No. 19960587414 in the official records of said county, for open space and other purposes in accordance with the Development Agreement and an open space agreement with the County of Orange. (c) SC is a California non-profit mutual benefit corporation whose members are the Stoneridge Owners who own residential properties in the Stoneridge development ("Stoneridge Properties") located in the City of San Juan Capistrano as more particularly described in Exhibit A attached hereto. (d) The Stoneridge Owners have experienced land subsidence problems on the Stoneridge Properties. In order to assist the Stoneridge Owners and SC in curing the land subsidence problems on the Stoneridge Properties ("Land Subsidence Problem"), the City has indicated a desire and intention to acquire, via condemnation or transfer in lieu of condemnation, certain property (the "Property") more particularly described in Exhibit B attached hereto which is adjacent to the Stoneridge Properties and is currently a part of the Adjacent Property. (e) In lieu of compelling the City to condemn or otherwise take the Property by means of eminent domain, Ladera has indicated a desire to acquiesce to the transfer of the Property to the City. 000LIOI\OrvTi8911403(41X 03' DOC) (f j Upon receipt of title to the Property, the City intends to convey the Property to SC in order to permit SC to perform the necessary work (the "Repair") to rectify the Land Subsidence Problem. (g) In order to decrease the costs and expenses of the Repair, SC and the Stoneridge Owners have requested that Ladera permit SC to utilize another portion of the Adjacent Property (the "Stockpile Area") described on Exhibit C attached hereto to serve as the designated area for stockpiling dirt and other related uses during the Repair. (h) The Plans (as defined in the Land Transfer Agreement) for the Repair are hereby incorporated by reference; provided, the City shall be responsible for reviewing and approving the Plans and Ladera shall have no responsibility with respect thereto and/or the adequacy of the Repair inasmuch as Ladera does not believe that the Stoneridge Properties should have been developed due to the inherent soil problems in this area. (i) The parties agree that no action or inaction of the current or prior land owner(s), including Ladera, and/or their agents, including Rancho Mission Viejo, LLC, has contributed to the condition of the Property or the necessity of the Repair. 0) The parties intend that, upon completion of the Repair and the satisfaction of all of the conditions as set forth in the Land Transfer Agreement, the portion of the Property abutting each of the Stoneridge Properties shall become the property of each of the respective Stoneridge Owners. (k) Ladera and Stoneridge Owners desire to subject the Property to this Declaration setting forth certain obligations owing to Ladera from the Stoneridge Owners concerning the activities of the Stoneridge Owners in connection with the use of the Property for the purpose of (i) enhancing and protecting the value, desirability and attractiveness of the Property, (ii) protecting and defending Ladera ::.,m any claims or liabilities that may arise from the use of the ,?roperty by the Stoneridge Owners, and (iii) preventing any disturbance or impact to the Adjacent Property caused by the manner of use of the Property by the Stoneridge Owners. NOW, THEREFORE, Ladera and Stoneridge Owners hereby covenant, agree and declare that all right, title and interest of Ladera with respect to the Property shall be held and conveyed subject to the following covenants, conditions and restrictions; these covenants, conditions and restrictions shall run with the Property until released as provided herein and shall be binding upon all parties having or acquiring any right or title in the Property or any part thereof and shall inure to the benefit of Ladera and are imposed upon the Property as a servitude in favor of the Adjacent Property owned by Ladera as the dominant tenement or tenements. 1. DEFINED TERMS. The following terms shall have the meaning set forth thereafter: (1) "Applicable Laws" mean all present and future federal, state or local laws, ordinances, rules, regulations (whether under common law, statute, rule, regulation or 2 OCOLIB I\ N2\I8911503(4IX603i WC) otherwise), permits, orders and any other requirements of governmental authorities and agencies having proper jurisdiction. (2) "CLq" means the City of San Juan Capistrano, a municipal corporation. (3) "County" means, if the context denotes a location, Orange County, California, and, if the context denotes an entity, the County of Orange, a political subdivision of the Sate of California. (4) "Ladera" means DMB Ladera, LLC, a Delaware limited liability company, its successors and any person or entity to whom Ladera assigns its rights under this Declaration. (5) "Land Transfer Agreement' means that certain land transfer agreement dated , 1999 by and between Ladera, SC and Stoneridge Owners. (6) "Open Space Conservation Easement Agreement' means that certain open space conservation easement agreement by and between Ladera and The Ladera Land Conservancy, a California non-profit corporation, a copy of which is attached hereto as Exhibit D. (7) "Person" means any individual, partnership, corporation, limited liability company, trust or other entity to which reference is made under this Declaration. (8) "Restrictions" mean the covenants, conditions, restrictions and other limitations set forth in this Declaration. (9) "SC" means S.C. Slide, Inc., a California non-profit mutual benefit corporation, consisting of individual owners who own individual residential properties in the Stoneridge development located in the City. (10) "Stoneridge Owners" mean means the following persons: who own the Property or portion thereof or interest in the Stoneridge development located in the City of San Juan Capistrano and who are or shall become members of SC; (11) "Stoneridge Properties" mean those residential properties within the Stoneridge development which are owned by the Stoneridge Owners and which are more particularly identified and described on Exhibit A attached hereto. 1. DECLARATONS. Ladera and Stoneridge Owners hereby covenant, agree and declare the following: (a) The Property shall be subject to the terms, conditions and covenants of that certain Open Space Conservation Easement Agreement; OCOLIBI�N2"89I14.03(41W3 WC) (b) Stoneridge Owners shall not construct any structures or improvements on the Property without the prior written consent of Ladera, which consent shall not be unreasonably withheld; (c) Stoneridge Owners shall preserve, maintain and protect the open space within the Property and shall comply with any and all fuel modification requirements in the use of the Property in accordance with Applicable Laws; and (d) Stoneridge Owners shall not use the Property in any manner which shall impact or disturb the Adjacent Property, including but not limited to, subjecting the Adjacent Property to any fuel modification requirements under Applicable Laws. 2. RELEASE OF LADERA AND RMV. Stoneridge Owners hereby release and forever discharge Ladera and Rancho Mission Viejo, LLC, a Delaware limited liability company ("RMV"), together with each member of Ladera and RMV and any affiliated or subsidiary partnership, limited liability company and/or corporation and their collective officers, directors, shareholders, employees, agents, attorneys, insurers and partners (collectively "Ladera Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, debts, liens, damages, obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which Stoneridge Owners have or may hereafter have against any of the same arising out of or related to and prior, current or future condition on, about, under or otherwise affecting the Property, the Adjacent Property, the Stockpile Area and/or of the Stoneridge Properties, including as intended to be addressed by the Repair (and any condition of the Property and/or the Stoneridge Properties necessitating the same) or otherwise caused thereby (collectively, the "Con.:ition"). Stoneridge Owners agree and represent that they may have claims against one or more .;: the Ladera Indemnitees of which they have no knowledge at the time of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, Stoneridge Owners hereby waive the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 3. RELEASE OF THE CITY. Stoneridge Owners hereby release and forever discharge the City, together with its council members, staff, employees, (collectively "City Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, 000DUI\6NS\189114.0)(41 %6031, DOC) debts, liens, damages, obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which Stoneridge Owners have or may hereafter have against any of the same arising out of or related to the Condition. Stoneridge Owners agree and represent that they may have claims against one or more of the City Indemnitees of which they have no knowledge at the time of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, Stoneridge Owners hereby waive the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 4. INDEMNITY. Stoneridge Owners shall indemnify and hold harmless Ladera, Ladera Indemnitees, the City and any other City Indemnitees from and against any liability, loss, damage, injury or claim of any kind or character to any person or property caused by or relating to, with or without fault, and arising from any of the following (and the phrase "if and to the extent it affects" the Condition and/or the Property and/or Adjacent Property, including the Stockpile Area, or words to that effect shall mean if and to the extent it affects, arises out of or relates to the Condition, the Property and/or Adjacent Property, including the Stockpile Area, or any improvement constructed thereon): a. The failure to perform the Repair or otherwise correct the Condition in accordance with the Plans (as defined in the Land Transfer Agreement) and the requirements of applicable law and regulations and the generally accepted standards of such profession or similar services required thereby; b. Any acts or omissions of Stoneridge Owners, SC or the agents or representatives of Stoneridge Owners and/or SC in the performance of the Repair or associated work or services; C. The breach by SC and/or any Stoneridge Owners of any of their obligations under this Agreement, including any violation or alleged violation by of any applicable law; and d. Any damage, liability, fine, penalty, punitive damages, costs or expenses arising from or out of the presence or existence of any hazardous substances in, on or about the Property and/or Adjacent Property, including the 5 OCOL191\BN2\I89114 0)(41X6031 DOQ Stockpile Area, or any surrounding land arising from the Repair, the Condition and/or Owners' or SC's acts or omissions with respect thereto, including any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, pollution, contamination, leak, spill, release or other adverse effect upon the environment arising from the act or omission of SC or Stoneridge Owners in the performance of the Repair. 5. ENFORCEMENT. a. General. Ladera and the "Successor Ladera" (as that term is defined below) and their successors alone shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Declaration or any amendment thereto, including the right to prevent the violation of any such restrictions, conditions, covenants or reservations and the right to recover damages or other dues for such violation. Failure by Ladera to enforce any covenant, condition, or restriction herein contained in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any future breach of the same or any other covenant, condition or restriction by Stoneridge Owners. All rights, options and remedies of Ladera under this Declaration are cumulative; and no one of them shall be exclusive of any other; and Ladera shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. b. Successor Ladera. Ladera may assign any of its rights and powers under this Declaration to any other person or entity so long as such person or entity in writing agrees to assume the duties of Ladera pertaining to the particular rights and powers assigned; and, upon the recordation of such writing accepting such assignment and assuming such duties, such as !-:ice (the "Successor Ladera"), to the extent of such assignment, shall have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by Ladera herein and Ladera shall be released and relieved of such rights and obligations. If and to the extent specifically assigned in writing as provided in this subsection, the Successor Ladera shall be a third party beneficiary of this Declaration. 6. CAPTIONS. The captions used herein are for convenience only and are not a part of this Declaration and do not in any way limit or amplify the terms and provisions hereof. 7. GOVERNING LAW AND VENUE. This Declaration shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Declaration, the sole and exclusive venue shall be a court of competent jurisdiction located in the County; and Stoneridge Owners shall submit to the jurisdiction of such court. 6 OCOLIBIIB142\I8911403(4IX6 31 DOC) 8. ATTORNEYS' FEES. In the event any action shall be instituted in connection with this Declaration, the party prevailing in such action shall be entitled to recover from the other party all of its costs and expenses incurred therein, including without limitation reasonable attorneys' fees. 9. SEVERABILITY. In the event that any portion of this Declaration shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Declaration shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 10. GENDER AND NUMBER. In this Declaration (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural include one another. 11. COVENANTS TO RUN WITH THE LAND, TERM. a. Restrictions. The Property made subject to this Declaration from time to time shall be held, developed, conveyed, hypothecated, encumbered, leased, rented, used and occupied subject to the Restrictions. The Restrictions are intended and shall be construed as covenants and conditions running with and binding such portions of the Property and equitable servitudes thereupon and every part thereof; and all and each of the Restrictions shall be binding upon and burden all persons having or acquiring any right, title or interest in such portions of the Property (during their ownership of such interest), or any part thereof, and their successors and assigns. Subject to the provisions in the immediately following subsection below, the Restrictions shall inure to the benefit of the Adjacent Property referenced above, the Stoneridge Owners thereof and their successors and assigns; and the Restrictions shall be enforceable by Ladera and its successors and assigns, all upon the terms, provisions and conditions set forth here;,. - b. Term. This Declaration shall continue in full force and effect for a term of sixty (60) years from the date the same is recorded in the Office of the County Recorder. C. Termination. Notwithstanding the foregoing: (1) Reacquired Property. This Declaration, together with the Restrictions set forth or otherwise incorporated herein, shall, upon recordation in the Office of the County Recorder of a notice of termination executed by Ladera, automatically terminate and be of no further force or effect as to any portion of the Property reacquired by Ladera (as to which Ladera has not assigned its rights and obligations hereunder to a Successor Ladera), whether by grant deed, lot line adjustment or otherwise, but the Restrictions shall continue to apply as to the remainder of the Property. (2) Transferred Property. In the event that any portion of the Adjacent Property which has been made a benefitted or dominant tenement of this Declaration is conveyed by Ladera to a third party (each Property thereof so transferred is hereinafter referred 0C0LJB1\BN2\18911403(4[X6031 MQ to as a "Transferred Property"), the Restrictions shall cease to benefit such Transferred Property unless Ladera expressly assigns to the transferee of the Transferred Property the benefits of all or a portion of the Restrictions, either concurrently with conveyance of the Transferred Property or at any time thereafter, in either case, by a recorded assignment document executed by Ladera and specifically referencing this Declaration (and general references to appurtenances or rights related to the acquired land will not suffice). Any merger of Ladera with or into another entity or any acquisition of all or a portion of the equity of Ladera by a third party will not be deemed a transfer of the Adjacent Property subject hereto triggering the applicability of this subsection. d. Assignees. lees. Stoneridge Owners shall cause any person or entity holding any interest in the Property subject hereto by, through or under Stoneridge Owners (including, but not limited to, any trustee, beneficiary or mortgagee under a deed of trust or mortgage executed by Stoneridge Owners and encumbering the Property or any part thereof or interest therein) to execute or otherwise consent to this Declaration. 12. NOTICES. Any notice to be given or other document to be delivered by any party to the other or others hereunder, and any payments from Stoneridge Owners to Ladera, may be delivered in person to an officer of any party, or may be delivered by Federal Express, private commercial delivery or courier service for next business day delivery or may be deposited in the United States mail in the County of Orange, State of California, duly certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as provided under the Land Transfer Agreement. Notice may also be given by facsimile transmission ("Fax") to any party at the respective Fax number given above and marked "RUSH - PLEASE DELIVER IMMEDIATELY," provided receipt of such transmission shall be confirmed by follow-up notice within seventy-two (72) hours by another method authorized above. Any party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the ( -bove specified. If any notice or other documen.., sent by mail as aforesaid, the same shall be seemed served or delivered seventy-two (72) hours after the mailing thereof as above provided. Notice by any other method shall be deemed served or delivered upon actual receipt at the address or Fax number listed in the Land Transfer Agreement. 13. EFFECT OF DECLARATION. This Declaration is made for the purposes set forth in the Recitals to this Declaration and Ladera makes no warranties or representations, express or implied, as to the binding effect or enforceability of all or any portion of this Declaration, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. 14. RIGHTS OF MORTGAGEES. a. No Impairment. The breach of any covenants, conditions or restrictions herein contained shall not defeat, invalidate nor impair the obligation or priority of any mortgage or deed of trust now or hereafter executed and constituting a lien upon the Property or any portion thereof which is made in good faith and for value; provided, however, that any OCOLIB I\BN2U991140)(4 IX60Y DOC) party, including the holder of the mortgage or deed of trust, who acquires title through private or judicial foreclosure, trustee's sale or deed in lieu of foreclosure (a "Foreclosure -Purchaser") and all successors and assigns of such Foreclosure -Purchaser shall take title subject to all of the covenants, conditions and restrictions contained in this Declaration. b. Foreclosure -Purchaser. A Foreclosure -Purchaser shall not be liable for damages arising from the breach of any covenants, conditions or restrictions performed or which were to have been performed prior to the time such Foreclosure -Purchaser acquires title to all or any portion of the Property; provided, such Foreclosure -Purchaser shall have until the later of (i) six (6) months after acquisition of title to all or a portion of the Property or (ii) the times reasonably required under the construction/inventory schedules contained in the applicable development and acquisition agreements to commence or continue construction of improvements and/or to repair or replace any improvements which were constructed in violation of any requirements. The schedules and time for construction of improvements shall be extended as reasonably necessary to be consistent with the foregoing sentence. Any improvements commenced or continued by Foreclosure -Purchaser after acquisition of title to all or any portion of the Property shall be diligently pursued once commenced and otherwise in accordance with this Declaration. 15. WAIVER OF JURY TRIAL. LADERA AND STONERIDGE OWNERS HAVE EACH ACKNOWLEDGED THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA. BOTH LADERA AND STONERIDGE OWNERS EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS DECLARATION, OWNERS' TJSE OR DEVELOPMENT OF THE PROPERTY, ADJACENT PROPERTY OR ANY ADJOINING PROPERTY AND/OR ANY CLAIM FOR INJURY OR DAMAGE. si nature naize to followl OCOLIBI\UN2\19911401(41XWP WC) IN WITNESS WHEREOF, the parties have executed this instrument the day and year first hereinabove written. "Ladera" DMB LADERA, LLC, a Delaware limited liability company By: RANCHO MISSION VIEJO, LLC, a Delaware limited liability company, its agent and manager By: Donald L. Vodra, Chief Operating Officer By: Melissa M. Freese, Vice President "Stoneridge Owners" 10 OCOLiB"BN1\ 189114 03(41 X60]-OOQ Description of the Stoneridge Properties Gregory & Linda Fryling 29802 Highview Circle San Juan Capistrano, CA 92675 Lot #47 James and Nancy Scanlon 27351 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #50 Charles and Elizabeth Cawthome 27371 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #51 Choon and Kazue Tanaka 27381 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #52 John and Angela Heinaman 27391 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #53 John and Linda Petersen 27401 Silver Creek Dr. San Juan Capistrano, CA 92675 Lot #54 Jack and Kay Hockema San Juan Capistrano, CA 92675 Lot # Exhibit 11 Description of the Property LEGAL DESCRIPTION EASEMENT FOR SLOPE REPAIR PURPOSES A portion of Rancho Mission Viejo in the County of Orange, State of California as shown on a Record of Survey filed in Book 9, Pages 15 through 25, inclusive, of -Record of Surveys, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Northeasterly boundary of Tract No. 6381 as shown on a map filed in Book 433, Pages 5 through 15, inclusive, of Miscellaneous Maps, in the office of said County Recorder, South 52°57'27" East 60.50 feet along said boundary, from the most Northerly comer of Lot 47 of said Tract; thence North 37°02'33" East 43.00 feet; thence North 44°01'45" East 102.76 feet; thence North 56°21'04" East 145.17 feet; thence South 71°38'04" East 149.89 feet; thence South 33°40'38" East 181.71 feet; thence South 43°17'03" East 267.81 feet; thence South 52°28'19" East 236.01 feet; thence South 33°42'02" West 137.23 feet; thence South 86°03'43" West 131.14 feet to said boundary; thence, along said boundary, North 52°57'27" West 783.02 feet to the True Point of Beginning. As more particularly shown on Exhibit "B" attached hereto and by this reference made a part hereof. �I<o ,�� Rory S. Williams, L.S. No. 6654 License Expires: December 31, 1999 D--- 1 -F � �AN D Rory S. Williams Exp. 12/31/99 J� No. 6654 \Q '9TFOF CAL\F��a September 9, 1999 Page I of 1 W.O. 2426-1T H&A Legal No. 4306 Prepared by: V. Edge Checked by: R. Williams/t] EXHIBIT "B" Sketch to Accompany Legal Description ",-160.50' 7 27"E .. N37°02'33"E 43.00' 102.76'-" N56?,,, Na . 01'45"E 145. �7, E P.O.B. l � h "i m 3 N u`l J N W n n Ce Z O Q N ro Y h � v N LLJ LLJW N - I U I • �s N tO N N f � e6e N 0 lA 533°42'02"W ,. 137.23 ®HUNSAKER & ASSOCIATES EASEMENT FOR • ' R V I N E G SLOPE REPAIR PURPOSES PLANNING • ENGINEERING • SVRVEYING ThHughes • I.. CA 9361E • M (949) NU 1010 • flC (9 91 5530)59 UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA ee O" ` 9-9-99 o s - - - ,, V. Edge ey° R. Williams SCALE: 1"= 150' W.O. 2426-1T "`L I:\STONERIDGE\LD\4806\SHT01 .DWG �a ACAD-MC H&A LEGAL No. 48061 SHEET 1 OF 1 Page 2 of 2 Exhibit C Description of the Stockpile Area LEGAL DESCRIPTION EASEMENT FOR DIRT STOCK PILE PURPOSES A portion of Rancho Mission Viejo in the County of Orange, State of California as shown on a Record of Survey filed in Book 9, Pages 15 through 25, inclusive, of Record of Surveys, in the office of the County Recorder of said County, described as follows: Commencing at a point in the Northeasterly boundary of Tract No. 6381 as shown on a map filed in Book 433, Pages 5 through 15, inclusive, of Miscellaneous Maps, in the office of said County Recorder, South 52°57'27" East 60.50 feet along said boundary, from the most Northerly corner of Lot 47 of said Tract; thence North 37°02'33" East 43.00 feet; thence North 44°01'45' East 102.76 feet; thence North 56°21'04" East 145.17 feet; thence South 71°38'04" East 149.89 feet to the True Point of Beginning; thence South 33°40'38" East 181.71 feet; thence South 43°17'03" East 267.81 feet; thence South 52°28'19" East 236.01 feet; thence North 88°55'59" East 115.04 feet; thence South 80049'29" East 98.41 feet; thence North 27038'06" East 171.30 feet; thence North 53°46'55" West 278.03 feet; thence North 49°02'06" West 175.41 feet; thence North 55030'09" West 225.22 feet; thence South 45°54'01" West 155.86 feet; thence North 63°53'35" West 121.24 feet to the True Point of Beginning As more particularly shown on Exhibit "B" attached hereto ane by this reference made a part hereof. � S Rory S. Nlkliams, L.S. No. 6654 License Expires: December 31. 1999 Page 1 of 2 Rory S. Williams Ezp. 12131/99 No 6654 OF ra-\F September 9, 1999 Page 1 of 1 W.0.2426 -1T H&A Lczal No. 4807 Prcnarcd bv: V. Edi -,e J EXHIBIT "B" Sketch to Accompany Legal Description S52°57'27"E %160.50' 43.00' '33"E 43.00' I56?1O� N44°01'45"E �4 �,f ®HUIVSAKER & ASSOCIATES TEMPORARY EASEMENT • I R V I N E ` FOR DIRT STOCK PILE PURPOSES PLANNING • ENGINEERING • SURVEYING Thee Hu{ha • Inr¢, U 92n1e PH (9°9) seaimo • fx: (9°9) 5e34759 UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE STATE OF CALIFORNIA DAM 9-9-99 0 - - - °e V. Edge B ' R. Wllioms SCALE: 1"= 150' W.O. 2426-1T `"` I:\STONERIDGE\LD\4807\SHT0I.DWG N° ACAD-MC H&A LEGAL No. 48071 SHEET 1 OF 1 Exhibit C Page 2 of 2 WHEN RECORDED, MAIL TO: Rancho Mission Viejo P.O. Box 9 San Juan Capistrano, California 92693 (Space Above For Recorder's Use) OPENSPACE CONSERVATION EASEMENT (Ladera Ranch) M DMB LADERA, LLC, a Delaware limited liability company, as Grantor To THE LADERA LAND CONSERVANCY, a California non-profit corporation, as Conservancy Effective Date: December. 1998 CAwindow \TEMP\3j!p06!.dm Sectio Page 1. Grant of Conservation Easement........................................................................................ 2 a. Policy, Goals & Purpose......................................................................................... 2 b. Performance Criteria............................................................................................... 2 (1) Termination of Corporate Existence........................................................... 2 (2) Event of Default.......................................................................................... 3 C. General Grant.......................................................................................................... 3 d. Initial Conservation Easement Area....................................................................... 3 e. Annexation of Additional Conservation Easement Area ........................................ 3 2. General Costs and Liabilities.............................................................................................. 4 3. Permitted Use of Conservancy............................................................................................ 4 a. Irrigation................................................................................................................. 4 b. Access.....................................................................................................................4 (1) Enforce........................................................................................................4 (2) Observe.......................................................................................................4 (3) Routes.........................................................................................................4 (4) Interference.................................................................................................4 C. Protect, Enjoin & Restore....................................................................................... 4 d. Enforce....................................................................................................................4 e. Construct Fencing................................................................................................... 5 f. Construct Improvements.............................:........................................................... 5 (1) Approval.....................................................................................................5 (2) No Interference........................................................................................... 5 4. Approvals; Compliance...................................................................................................... 5 a. Licenses & Permits................................................................................................. 5 b. Laws........................................................................................................................5 5. Enumerated Reserved Uses of Grantor............................................................................... 5 a. Roads.......................................................................................................................5 b. Grazing....................................................................................................................5 C. Utilities; Public Improvements............................................................................... 6 d. Existing Easements................................................................................................. 6 e. Flood Control.......................................................................................................... 6 f. Hiking and Riding Trails........................................................................................ 6 g. Prescribed Fires; Access......................................................................................... 6 h. Community Events................................................................................................. 6 i. Scientific Research.................................................................................................. 6 j. Grading............................................................ :............................... - ..................... 6 k. Communication.......................................................................................................7 1. Mitigation................................................................................................................7 (1) Resource Management Plan ........................................................................ 7 M. Signage....................................................................................................................7 n. Additional Easements and Rights........................................................................... 7 CAwindows\TEMMjtp06!.dm i OPENSPACE CONSERVATION EASEMENT (Ladera Ranch) THIS OPEN SPACE CONSERVATION EASEMENT (the "Easement") is made and entered into as of the _day of December, 1998, by DMB LADERA, LLC, a Delaware limited liability company ("Grantor" ), and THE LADERA LAND CONSERVANCY, a California non-profit corporation ("Conservancy"). THE PARTIES ENTER INTO THIS EASEMENT based upon the following facts, understandings and intentions: A. Grantor and the County of Orange ("County") entered into (i) that certain Ladera Development Agreement dated December 3, 1996, which was recorded in the official records of the County of Orange on January 17, 1997, as Instrument Number 19970027386 ("Development Agreement") and (ii) that certain Regional Open Space Agreement dated June 12, 1998 ("Open Space Agreement') in furtherance and implementation of the requirements of the Development Agreement. B. Grantor is the owner and master developer of certain real property (the "Project") in Orange County, California, which is subject to the Development Agreement; and, in accordance therewith, certain areas of such real property established in accordance with the Open Space Agreement and described below or otherwise hereafter annexed and made subject hereto (collectively, the "Conservation Easement Area) have been designated for, among other uses, open space, conservation and related uses as more particularly described in this Easement. C. Conservancy has been organized to preserve and enhance natural areas for aesthetic, scientific, charitable and educational purposes; and Conservancy is qualified under California Civil Code Section 815.3 to acquire and hold conscrvation easements. D. The Conservation Easement Area is currently in a substantially undisturbed and natural state and has significant ecological, scientific and aesthetic value and provides significant, relatively natural habitat for plants and wildlife. E. The Conservation Easement Area is comprised of lands formerly a part of the Rancho Mission Viejo and which are managed by Rancho Mission Viejo, LLC, a Delaware limited liability company ("RMV"). F. The Conservation Easement Area's natural elements, ecological, scientific and aesthetic values are (i) of great importance to the people of the State of California, the people of the County of Orange, Grantor, Conservancy and RMV and (ii) are worthy of protection and preservation. G. Grantor owns and wishes to convey the rights to preserve and protect in perpetuity the natural ecosystems, natural elements and the great scientific and aesthetic values of the Conservation Easement Area. CA%v!ndow \TEMPVj1p06!.do H. This Easement has been reviewed and approved by County as satisfying Exhibit D (Table D-1 and Section II) and Exhibit F (Section 4, GPA 9) of the Development Agreement, together with associated Land Use Element (LUE), zoning and General Plan Amendment (GPA) Condition of Approval 9, and the requirements of the Open Space Agreement with respect to the subject matter thereof. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, and pursuant to the laws of the State of California and, in particular, Section 815 et.seq. of the California Civil Code, Grantor hereby grants and conveys to Conservancy, its successors and assigns forever, a perpetual, irrevocable conservation easement in gross over and across the Conservation Easement Area in accordance with the terms and conditions hereafter set forth: a. Policy Goals & Puroose. The parties desire and intend that (i) the Conservation Easement Area's ecological elements and scientific and aesthetic features and values be preserved and maintained in perpetuity by the continuation of such uses in the Conservation Easement Area as may be conducted consistent with the conservation values protected herein and otherwise consistent with the Southern Subregion Natural Communities Conservation Plan ("NCCP") or, in the absence thereof, a Habitat Conservation Plan ("HCP"), (ii) the existing conservation values of the Conservation Easement Area be preserved and maintained by the continuation of land use patters that do not significantly impair or interfere with the conservation and related uses more particularly described and permitted herein and (iii) the Conservation Easement Area shall be retained forever in an open space condition (subject to the uses permitted under this Easement) and to prevent any use of the Conservation Easement Area that will impair or interfere with the conservation values of the Conservation Easement Area. b. Performance Criteria. For purposes of determining whether Conservancy is satisfying the policy, goals and purpose of this Easement, the occurrence of any of the following conditions shall be deemed a material default by Conservancy hereunder: (1) Termination of Corporate Existence. The termination of Conservancy's corporate existence by any of the following methods and the failure of Conservancy to assign this Easement and the rights granted to Conservancy hereunder either (i) to another corporation which has been organized to preserve and enhance natural areas for aesthetic, scientific, charitable and educational purposes and is qualified under California Civil Code Section 815.3 or is otherwise legally permitted to acquire and hold conservation easements or (ii) in accordance with Section 14 of this Easement: (a) Voluntary Dissolution. Voluntary dissolution evidenced by either (i) the filing of a certificate of dissolution pursuant to California Corporations Code Section 6615 or (ii) a superior court order declaring the Conservancy wound - up and dissolved pursuant to California Corporations Code Section 6617; or CAwindows\TEM PUj tp06!.doc (b) Involuntary Dissolution. Involuntary dissolution evidenced by a superior court order declaring the Conservancy wound -up and dissolved pursuant to California Corporations Code Section 6518; or (2) Event of Default. The existence of any of the following conditions which is not cured within ninety (90) days following service upon each of the Conservancy directors of written notice from the County that such condition exists: (a) Insolvency. The Conservancy shall be or otherwise be deemed insolvent; (b) Failure of Board to Meet. The repeated failure of the Board of Directors of Conservancy to meet following a call made in accordance with the bylaws of Conservancy; or (c) Policy, Goals & Purpose. The failure of Conservancy to comply with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement, including to identify, preserve, manage and protect in perpetuity and to restore the open space and significant, relatively natural, ecological features and values of the Conservation Easement Area. C. General Grant. Grantor hereby conveys and grants to Conservancy a non-exclusive easement and right to use the surface of the Conservation Easement Area for the "Permitted Use" (as hereafter defined): provided, the use of the surface of the Conservation Easement Area for the Permitted Use is the exclusive use by Conservancy of this Easement and the Conservation Easement Area; and, in addition to the specific rights reserved to Grantor hereunder and specifically with respect to the subsurface of the property comprising the Conservation Easement Area, Grantor retains the right to reasonable access to and use thereof so long as Grantor's exercise of such retained and reserved rights does not materially disturb, disrupt or interfere with the Permitted Use d. Initial Conservation Easement Area. The initial Conservation Easement Area is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. e. Annexation of Additional Conservation Easement Area. All or any part of the property designated as, or otherwise determined to be, Conservation Easement Area in accordance with the Open Space Agreement shall be annexed to and become subject to this Easement without the approval, assent or vote of Conservancy; provided, a spreader of easement covering the portion of the property to be annexed (and which shall subject such additional property then being annexed to the terms, covenants and conditions of this Easement) shall be executed and recorded by Grantor. The recordation of said spreader of easement shall constitute and effectuate the annexation of the said property described therein, making said property subject to this Easement; and, thereafter, said annexed property shall be part of the Conservation Easement Area. For purposes of this Easement, a spreader of easement shall be a writing in recordable form which annexes property to the burdens and covenants of this Easement and which incorporates by reference all of the covenants, conditions, restrictions and other provisions of this Easement without CAwindow \TEMP3jtp06!.doc any approval or other action by or of any other party. In no event, however, shall any such spreader of easement revoke, modify or add to the covenants established by this Easement with respect to the existing property then subject hereto. Nothing provided herein shall in any way obligate Grantor to annex any property to this Easement or to impose any similar or dissimilar covenants, conditions or restrictions on any of its other property; and such other property shall not become part of the Conservation Easement Area which is subject to this Easement unless and until Grantor shall have recorded a spreader of easement as aforesaid. 2. General Costs and Liabilities. Conservancy shall have all responsibility and shall bear all costs and liabilities of any kind related to the ownership of this Easement and the operation, maintenance and use of the Conservation Easement Area by Conservancy in accordance with this Easement. 3. Permitted Use of Conservancy. Conservancy (and no other entity, person or organization) shall identify, preserve, manage and protect in perpetuity and restore the open space and significant, relatively natural, ecological features and values of the Conservation Easement Area in accordance with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement; and Conservancy shall have the following rights which shall be exercised in accordance with this Easement so long as the same shall be consistent with the NCCP or, in the absence thereof, a HCP, and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto (the "Permitted Use"): a. Irrigation. To irrigate the surface of the Conservation Easement Area relative to restoration activities, revegetation and conservation of natural resource values. b. Access. To enter upon the Conservation Easement Area for the following purposes and subject to the following limitations: (:) Enforce. To enforce the rights herein granted; (2) 9bsg vt_e. To generally observe, study and make scientific observations of the Conservation Easement Area ecosystem; (3) Routes. Access shall be by means of existing roads and trails or other routes and access points as may be reasonably approved by Grantor and RMV from time to time; and (4) Interference. Access shall not unreasonably interfere with the purpose and intent of this Easement. C. Protect, Enjoin & Restore. To determine whether the use -of the Conservation Easement Area is in compliance with the terms of this Easement and, -if not, to seek to protect the Conservation Easement Area and/or otherwise enjoin any activity on, or use of, the Conservation Easement Area which is inconsistent with the provisions of this Easement. d. Enforce. To enforce the terms and provisions of this Easement which are for the benefit of the Conservancy and/or the protection and preservation of the Conservation Easement Area in accordance with this Easement, including to restore such areas C:\window \TEMMjtpW.dx 4 or features of the Conservation Easement Area as may be damaged by activities which are prohibited hereunder. e. Construct Fencing. To construct and install fencing as may be necessary to protect areas of scientific research from environmental degradation. f. Construct Improvements. To construct such improvements as may be necessary to protect the conservation values or maintain the resources protected by this Easement so long as: (1) Approval. Conservancy has received Grantor's prior written approval for such improvements, which shall not be unreasonably withheld or delayed; and (2) No Interference. Such improvements do not interfere with Grantor's continued use of the Conservation Easement Area (which uses shall not be inconsistent with the uses required or permitted hereunder). 4.Approvals: Compliance. Conservancy's use of the Conservation Easement Area shall be conditioned upon Conservancy, at its sole cost and expense: a. Licenses & Permits. Maintaining all necessary licenses and/or permits from all appropriate public and/or governmental agencies with respect to the Permitted Use; and b. Laws. Complying with each and every federal, state or local law, regulation, standard, decision of court, ordinance, rule, code, order, decree, directive, guideline, permit or permit condition, together with any declaration of covenants, conditions and restrictions which have been recorded in any official or public records with respect to the Conservation Easement Area or any portion thereof, each as currently existing ana a� amended, enacted, issued or adopted in the future which are or become applicable to the Conservation Easement Area and/or the property underlying or otherwise subject to the same. 5. Enumerated Reserved Uses of Grantor. The following specific rights, uses and practices ("Enumerated Reserved Uses"), though not an exhaustive recital of consistent uses and practices permitted and reserved by Grantor, are specifically reserved by Grantor from the grant of this Easement; and these rights, uses and practices, as well as all others which do not unreasonably interfere with this Easement, shall not be precluded, prevented or otherwise limited only so long as the same shall be consistent with the NCCP or, in the absence thereof, a HCP or, in the absence thereof, this Easement, together with any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto: a. Roads. To maintain, repair and/or replace public and privately owned and maintained trails and roads in the Conservation Easement Area. b. Grazin . Livestock grazing in accordance with a grazing management plan approved by the Director of the Planning and Development Services Department of the County in consultation with the Director of the Public Facilities and CAwindow \TEMP\3jtp06!.dm Resources Department of the County prior to any grazing activities in the Conservation Easement Area. C. Utilities* Public Improvements. To grant, and otherwise determine the location of, utilities and public improvements within existing and/or new easements, including, but not be limited to, for above -ground and below -ground electrical transmission facilities, fuel and gas pipeline facilities, water, water reservoirs and pipelines, sewer, telephone, video and data transmission, cable television and other uses and other pipelines and appurtenant facilities, in one or more consolidated utilities corridors (consistent with such utilities to the extent practical), maintenance of and access to such facilities and roads on and across the Conservation Easement Area as may be necessary to serve land within or outside the Conservation Easement Area but only so lone as the same shall be consistent with this Easement and the NCCP or, in the absence thereof, a HCP and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto as reasonably reviewed, approved and determined by the Conservancy (as a condition and prior to any such grant thereof), including that the same do not conflict with the permitted mitigation areas. d. Existing Easements. To continue the use of the Conservation Easement Area for purposes of any easements of record prior to the date such underlying property comprising the same was annexed to or otherwise made subject to this Easement, including, without limitation, to consolidate and/or relocate any such easements into one or more utility corridors. e. Flood Control. To locate and maintain flood control and ancillary and appurtenant facilities. f. Hiking and Riding Trails. To construct and/or maintain, or otherwise permit the same, one or more regional and/or community hiking and/or equestrian trails in accordance with the Development Agreement and the Open Space Agreements, any and all of which shall have rights which are superior and senior to any and all rights under this Easement. g. Prescribed Fires; Access. To conduct prescribed fires in accordance with the requirements, direction, authorization or recommendation of the local fire authority for purposes of the health and/or safety of surrounding properties and populations and/or otherwise in order to further the intentions of this Easement and otherwise to have any and all access to the Conservation Easement Area in order to fight or otherwise mitigate fires. h. Community Events. To hold and otherwise conduct community events which are consistent with goals and objectives of this Easement or are not otherwise inconsistent with the other uses permitted and/or reserved hereunder. _ Scientific Research. To conduct scientific research; Gradine. To perform remedial grading with revegetated slopes utilizing native species; CAwindow \TEMP\3jtp06!.do k. Communication. To locate, operate and maintain (and to grant such rights to any and all third parties) communication facilities; 1. Miti ag tion. Grantor (or any member or partner thereof or any person or party affiliated therewith or any member or partner thereof) shall have the right to satisfy the requirements of any public agency in regards to environmental, geological, hydrological, archaeological, paleontological and/or any other environmental or similar land use related mitigation and/or restoration measures, commitments and conditions (collectively, "Mitigation Actions") with respect to the development of the Project (including any projects undertaken by the County in accordance with the Development Agreement or otherwise pursuant to an agreement with Grantor in order to satisfy the requirements or conditions of the Development Agreement) and/or any other land and/or area commonly referred to as the Rancho Mission Viejo or any portion thereof (whether or not related to the Development Agreement) by means of actions, or other encumbrances upon the Conservation Easement Area (and any and all other such mitigation measures and activities may so burden the Conservation Easement Area) so long as the same are not inconsistent with the Enumerated Reserved Uses, the goals and policies of this Easement and either the NCCP or an HCP; (1) Resource Management Plan. The requirements of the Resource Management Plan, including the need for on-site monitoring confirmation studies, shall be accommodated within the Conservation Easement Area; in. Signage. To place or locate temporary signage appurtenant to the Project and which is within 30 feet of curbs or other road improvements and is otherwise in accordance with a County -approved signage program; n. Additional Easements and Rights. To grant or permit additional easements, licenses or other rights over, on or through the Conservation Easement Area and the property underlying or otherwise subject to the same provided, however, that any such future grant or permission shall not unreasonably interfere with the Permitted Use on the Conservation Easement Area and otherwise only so long as the same shall be consistent with this Easement and the NCCP or, in the absence thereof, a HCP and any applicable governmental laws, ordinances, statutes, orders and regulations with respect thereto as reasonably reviewed, approved and determined by the Conservancy (as a condition and prior to any such grant thereof); and o. Other. Any and all such other uses which are consistent with the Enumerated Reserved Uses, this Easement and as otherwise approved by the Conservancy. 6. General Limitation on Permitted Use. This Easement and the rights granted hereunder are limited solely to the Permitted Use; and Grantor reserves any and all other rights to use the Conservation Easement Area so long as such use will not unreasonably interfere with or otherwise prohibit the Permitted Use and is not otherwise prohibited hereunder. 7. Limitations on Public Use. No use of the Conservation Easement Area by the general public is authorized by this Easement; and any and all such general public use shall be limited to the use of the regional and community hiking and/or riding trails which are C:\windows\THMP\3jipO6!.dm described on recorded easements or other public record documents unless such use is with the express prior written consent, and otherwise subject to the supervision, of the Conservancy and within the boundaries of specified hiking and/or riding trails delineated and described as such. Neither Grantor nor Conservancy shall encourage or permit the general public to use or enter upon the Conservation Easement Area except as expressly provided herein. For purposes hereof, the term "general public" shall not include persons accompanied by either Grantor or Conservancy, or any of their employees, agents, representatives, contractors or subcontractors, entering onto the Conservation Easement Area for, respectively, any reserved use (as to Grantor) or any Permitted Use (as to Conservancy). 8. Specific Prohibited Uses on Conservation Easement Area. The following uses and practices on the Conservation Easement Area are inconsistent with the purposes of this Easement and shall be prohibited unless upon the unanimous written consent of Grantor, Conservancy, RMV and County (as determined by the Director of Planning and Development Services in consultation with the Director of Public Facilities and Resources Department): a. Commercial Cropsi Exotic Species. Planting of commercial agricultural crops or the conversion of native vegetation to new or exotic species. or animal species. b. Non -Native Plants and Animals. Introduction of non-native plant C. Hunting or Trapping. Hunting or trapping. d. Commercial Use. Commercial, retail or industrial development; C. Farmin . Plowing, drilling seed or any other farming activity which would disturb the soil surface. f. Trash Dumping & Hazardous Materials Storage. Dumping of ashes, trash, garbage or other unsightly, offensive or toxic material or the storage or use of biocides and agricultural chemicals except as such biocides and/or chemicals may be necessary to protect the native vegetation which is of conservation value and threatened by the invasion of exotic material from outside the Conservation Easement Area. g. TopographChanges. Changing of the topography through the placing of soil, dredging soils, landfill or other material, including filling, excavating, dredging, mining, drilling or removal of topsoil, sand, gravel, rock, minerals or other materials unless the same is ancillary to or otherwise defined as an Enumerated Reserved Use. 9. Liens. Conservancy shall not permit to exist or otherwise to be enforced against the Conservation Easement Area and/or the property underlying or otherwise subject to the same any mechanics', materialmen's, contractors' or other liens arising out of the acts or omissions of Conservancy; and Conservancy shall promptly pay or cause to be paid all of such liens, claims or demands related thereto before any action is brought to enforce the same. 10. Taxes. Grantor agrees to pay any and all real property taxes and assessments levied by competent authority on the fee interest of the Conservation Easement CAwindow kTEMP\3jtpO6!.dm Area; provided, Grantor shall have no obligation to pay any taxes or assessments which may be levied against this Easement itself and Conservancy shall pay ,on or before delinquency, any and all real property taxes and assessments (including any fees or amounts in lieu of real estate taxes and assessments) and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, which are assessed, levied, confirmed, imposed or become a lien against or upon this Easement and/or the Conservation Easement Area as a result of this Easement, the Permitted Use and/or any improvements constructed or developed on the Conservation Easement Area by Conservancy. 11. Insurance. Conservancy shall maintain comprehensive general liability insurance, including automobile coverage and blanket contractual liability coverage, with respect to the Conservation Easement Area, ingress to and egress therefrom and the activities of or on behalf of Conservancy on or about the Conservation Easement Area, including personal injury and property damage for not less than One Million Dollars ($1,000,000) combined single limit bodily injury, death and property damage liability per occurrence, or the current limit of liability carred, whichever is greater, and worker's compensation insurance to protect Conservancy and Grantor (together with its agent) from any claim made or action brought by any person or entity arising out of or related to Conservancy's use of the Conservation Easement Area or arising out of or connected in any way with the acts of Conservancy or any other person claiming any interest or right through or under Conservancy undertaken pursuant to this easement. Conservancy shall provide that the policy or policies of insurance shall be primary and shall name Grantor (together with its agent) as an additional insured, with the provision that any other insurance carried by Grantor (and its agent) shall be noncontributing and shall waive all rights of subrogation. Prior to entering upon the Conservation Easement Area, Conservancy shall furnish Grantor with a Certificate of Insurance and Additional Insured Endorsement as evidence of such policy or policies. Both the Certificate of Insurance and Additional Insured Endorsement shall name Grantor (together with its agent) as additional insureds and contain language that specifically states that each policy or policies of Comprehensive or Commercial General Liability Insurance shall be primary and noncontributing with any insurance carried by Grantor (and its agent). 12. Remedies. In addition to any and all other remedies available at law or in equity, the following remedies shall be available: a. Conservancy: Notice of Violation. If Conservancy determines that Grantor or any other person or party is in violation of this Easement with respect to the Conservation Easement Area or that a violation is threatened on the Conservation Easement Area, Conservancy shall give written notice to Grantor (or such other party) thereof and request action sufficient to cure or prevent the violation and, where such violation involves injury to an area resulting from any use or activity inconsistent with the provisions of this Easement, to restore the protection or condition of the area so injured. b. Cure by Conservancy. If Grantor (or such other party) fails to cure the violation within thirty (30) days after receipt of notice thereof (or, if such violation cannot be cured within such time, if such party fails to begin curing the same within the aforesaid thirty (30) day period and thereafter fails to continue diligently to cure such violation until finally cured), Conservancy may: CAwindox \TEMP\7jtp06!.dm (1) Action to Enforce. Bring an action in law to enforce the restoration of that portion of the Conservation Easement Area affected by such activity to the condition that existed prior to the undertaking of such unauthorized activity; and/or (2) Restoration. Enter upon the Conservation Easement Area and restore that portion thereof affected by such activity to the condition that existed prior to the undertaking of such activity; provided, such action by Conservancy shall not prejudice any subsequent judicial proceeding nor shall such improvement preclude Conservancy from obtaining reimbursement for the restoration costs. C. Enforcement by Grantor. Grantor, any "Successor Grantors" (as defined below) and their successors shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Easement or any amendment thereto, including the right to specific enforcement and otherwise to prevent the violation of any such restrictions, conditions, covenants or conditions and any right to be indemnified hereunder (in accordance with the terms and conditions hereof); provided, Grantor shall not have the right to terminate this Easement. Grantor may assign any of its rights and powers under this Easement to any other person or entity so long as such person or entity in writing agrees to assume the duties of Grantor pertaining to the particular rights and powers assigned; and, upon the recordation of such writing accepting such assignment and assuming such duties, such assignee (the "Successor Grantor"), to the extent of such assignment, shall have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by Grantor herein and Grantor shall be released and relieved of such rights and obligations. 13. Notices. a. Delive . Any notice called for, required or delivered under this Easement shall be sent by hand delivery or by registered or certified US mail to the address set forth below; provided, any such address may be changed to such other address as such party may inform the other of from time to time in writing; and notice shall be deemed to be received on the date evidenced by hand delivery, registered mail or certified mail receipt: Grantor: DMB Ladera, LLC c/o Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 Conservancy: The Ladera Land Conservancy c/o Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 _ RMV: Rancho Mission Viejo, LLC P.O. Box 9 San Juan Capistrano, California 92693 County: Director Planning and Development Services Department CAwindow \TEMP\3jtp06!.doc 10 P.O. Box 4048 Santa Ana, California 92702 and Director Public Facilities and Resources Department P.O. Box 4048 Santa Ana, California 92702 b. Notice of Request. Whenever express agreement, consent or other action is required, desired or requested under the terms and conditions of this Easement by or from Grantor, Conservancy, County, RMV or any other person or party, the initiating party shall give written notice and detailed information to the other party by registered or certified mail. The receiving party shall have thirty (30) days from the receipt of such first notice to review the proposed activity and to notify the initiating party of any objections thereto; provided, (i) upon the failure of the initiating party to receive any response thereto from the party to whom such notice was directed within such thirty (30) days of the forwarding of said first notice, then such initiating party shall thereafter give a second written notice (which shall contain the same information as the first such notice — or otherwise include the first such notice -- and state that the same is the second such notice) and (ii) the failure of such party to whom said notice was directed to object to any of the terms and/or conditions provided therein within thirty (30) days of the forwarding of said second notice shall. constitute consent to the proposed activity. No agreement or consent with respect thereto shall be unreasonably withheld, conditioned or delayed; and any objections to activities proposed by such notice shall be set forth in a written response to any such notice. Permission to carry out, or failure to object to, any proposed use or activity shall not constitute consent for any subsequent use or activity of the same or a different nature. 14. Assi m nt. This Easement anu the rights granted to Conservancy hereunder are "easements in gross" and are therefore personal to Conservancy; and the same are not assignable and may not be assigned to any person, entity or governmental body without Grantor's prior written consent (which may be withheld in Grantor's sole discretion); provided, (i) Conservancy may assign this Easement and the rights and obligations hereunder to a regional conservation plan entity or to any entity in conformance with an NCCP-approved plan of conservation with Grantor's reasonable consent and (ii) in the event that Conservancy dissolves and if Conservancy fails to assign the same to a regional conservation plan entity or to any entity in conformance with an NCCP-approved plan of conservation or to offer this Easement to County, this Easement shall thereupon become the property of and vested in County without the necessity of recording any further instrument of conveyance so long as County accepts the same in a written instrument. 15. Indemnity. Conservancy shall save, indemnify and hold harmless Grantor (and all of their officers, directors, stockholders, partners, members, agents, representatives, managers and employees, including RMV) against any liability, loss, cost, damage and expense caused by or arising from (i) an act(s) or omission(s) of Conservancy, its employees, agents, contractors, licensees, permitees, successors and assigns, (ii) the construction, location and CAWindow \TEMNj tp06!.dc : I I existence of any improvements owned by Conservancy, whether defective or otherwise, including, but not limited to, any loss, cost, damage, liability and expense arising from damage to or destruction of injury to or death of any person and/or (iii) any exercise of the Permitted Use by or on behalf of or otherwise derived from Conservancy. 16. Condemnation. In the event of any condemnation or sale of the Conservation Easement Area or any property encumbered thereby or otherwise subject thereto, Grantor shall be entitled to all of the condemnation proceeds attributable thereto or otherwise arising therefrom, 17. Sale of Fee or Similar Interest. a. General. Grantor may transfer its fee interest in the property encumbered by or otherwise subject to this Easement, by sale, assignment or otherwise, in the sole and absolute discretion of Grantor, including, without limitation, to any entity in conformance with an NCCP-approved plan of conservation. b. Transfer to Conservancy. To the extent permitted by applicable law, Grantor shall have the right to quitclaim to Conservancy the fee interest in the property encumbered by or otherwise subject to this Easement (and otherwise in a manner to preserve the policies, covenants, conditions and protections of this Easement) while concurrently reserving easements and such other then -existing interests in order to continue existing uses permitted to Grantor hereunder. C. Transfer to County. In the event that Conservancy is in material default under the terms and conditions of this Easement as set forth under Section Lb of this Easement on or after the date which is twenty (20) years after the date the Development Agreement was first recorded, then the County shall have the right to cause Grantor and Conservancy to transfer fee title and all right, title and interest under this Easement to the County for those portions of the Conservation Easement Area over which this Easement has been recorded and otherwise such that the condition of title to such property shall be acceptable to the Director, Public Facilities and Resources Department and shall be delivered subject only to such title exceptions and encumbrances which are consistent with the Enumerated Reserved Rights, the NCCP or, in the absence thereof, an HCP. d. Credits and Mitigation Rights. Except as previously granted to County for purposes of mitigating the impacts of the construction of Antonio Parkway, Grantor may transfer, by sale, assignment or otherwise, in the sole discretion of Grantor, any credits or similar rights associated with the property encumbered by or otherwise subject to this Easement in order to offset impacts of development under Federal, State and/or local endangered species or similar laws and/or regulations or otherwise to satisfy any Mitigation Action so long as the same does not materially interfere with the Permitted Use and is otherwise in compliance with Section 5.1 of this Easement. Unless otherwise provided under a NCCP-approved plan of conservation enacted subsequent to the date hereof with respect to all or any portion of the Conservation Easement Area expressly applicable thereto, Grantor shall have the exclusive right to determine the price and any other consideration or conditions concerning any such transfer and shall be CAwindow \iEMP\3jtpO6!.dm 12 entitled to all such consideration derived or otherwise arising therefrom (and Conservancy shall not be entitle to any portion of the same). 18. Covenant Running With Land. The easements and covenants contained herein are (i) imposed upon the property encumbered by or otherwise subject to this Easement, (ii) shall run with and against the same and shall be a charge and burden thereon for the benefit of Conservancy and/or the current holder of this Easement and (iii) are perpetual and irrevocable. 19. Waiver of Jury Trial. THE PARTIES HERETO EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EASEMENT, THE USE OF THE OPEN SPACE EASEMENT AREA OR ANY ADJOINING PROPERTY AND/OR ANY CLAIM FOR INJURY OR DAMAGE WITH RESPECT THERETO. 20. No Rights in General Public. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Conservation Easement Area or any of the property encumbered thereby or otherwise subject thereto to or for the general public; and the parties hereto and any other entity otherwise obtaining any interest herein acknowledge the intention that this Easement shall be strictly limited to and for the purposes herein set forth. 21. Amendment Inconsistency. Except as expressly hereinafter provided, this Easement may be modified only by written instrument executed by the record owner of the property encumbered hereby, the then -holder of this Easement and County (as determined by the Director of Planning and Development Services in consultation with the Director of Public Facilities and Resources Department) and, in each event, provided that such modification is otherwise consistent with the terms, policies and goals hereof. Notwithstanding the foregoing to the contrary, Grantor shall have the unilateral right (without the consent or approval of any party, beneficiary or other person) to ameud or others, ise revise this Easement (except for Section 17.c hereof) in order to conform the same, or otherwise to be consistent, with the NCCP or, in the absence thereof, a HCP: and, in the event of any inconsistency between this Easement and the NCCP, the NCCP (or, in the absence thereof, a HCP) shall control. 22. Miscellaneous. This Easement shall be binding on the successors, assigns and legal representatives of each of the parties Hreto. This Easement represents the entire agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. Time is of the essence of each provision of this Easement. This Easement shall be governed by and construed in accordance with the laws of the State of California. If any suit or action is brought to enforce or construe any provision of this Easement, the prevailing party shall be entitled to recover its costs and expenses arising out of such litigation, including attorneys' fees and court costs, from the non -prevailing party; and each party hereto waives any and all rights to a trial by jury with respect to any dispute or action hereunder or otherwise to enforce or construe this easement. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of CAwindo"\TEMP\3jtp06!.dw 13 any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. If any provision of this Easement or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the remaining provisions of this Easement and the application thereof shall remain in full force and effect and shall not be affected, impaired or invalidated. This Easement may be executed in two or more counterparts, which shall, in the aggregate, be deemed executed by all parties. 23. Third Party Beneficiary. The County shall be deemed, and is hereby, a third party beneficiary of this Easement. IN WITNESS WHEREOF, Grantor and Conservancy have executed this Easement as of the _ day of December, 1998. "Grantor" DMB LADERA, LLC, a Delaware limited liability company By: Rancho Mission Viejo, LLC, a Delaware limited liability company, as agent and mana er By: - Donald L. odra, r in icer By: Richard Broming, Vice President "Conservancy" THE LADERA LAND CONSERVANCY, 0 0 APPROVED AS TO FORM: Thomas B. Mathews, Director, Planning and Development Services Department, County of Orange CAwindows\TEMP\3jtp06!.da 14 STATE OF CALIFORNIA COUNTY OF ORANGE On NOVEMBER 23, 1998 before me, TINA T. BAKER, Notary Public, personally appeared RICHARD BROMING and TOM STALEY, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. jvri Signature of Notary STATE OF CALIFORNIA COUNTY OF ORANGE On NOVEMBER 23, 1998 before me, TINA T. BAKER, Notary Public, personally appeared DONALD L. VODRA and RICHARD BROMING, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. jj' ., J. Signature of Notary I HU ITF ZOLLARS �- Huitt-2ollars. Inc. 1 15101 Red Hill Avenue 1 Tustin. Calita nia 92700-65001 Phone (714) 259-7900/FU(714)259-0210 10-0367-10(A) 10-01-98 Revised 11-16-98 LADERA OPEN SPACE DEDICATION PHASE 1 Those portions of Parcel 2 of Lot Line Adjustment LL 96-026, in the Unincorporated Territory of the County of Orange, State of California, recorded November 21, 1996 as Instrument No. 19960587414 of Official Records in the office of the County Recorder of said County, described as follows: Parcel A: Beginning at the Northeasterly corner of said Parcel 2; thence along the Westerly line of said Parcel 2, the following courses: South 18037`25" West 430.00 feet, South 13050'25" East 1495.51 feet, South 32141'47" West 766.05 feet, and South 25050'45" East 711.76 feet; thence leaving said Westerly line South 86°08'33" West 494.77 feet to the general Easterly line of Parcel 1 of said Lot Line Adjustment LL 96-026, said point being the beginning of a non -tangent curve concave Northerly having a radius of 3000.00 feet, a radial line of said curve to said point bears North 7°15'58" West; thence along said general Easterly line, the following courses: Westerly 243.64 feet through a central angle of 4°39'11", North 5°01'10" West 1323.46 feet, and South 74004'22" West 834.44 feet to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 of said official records, said point being the beginning of a non -tangent curve concave Southwesterly having a radius of 2162.00 feet, a radial line of said curve to said point bears North 65°56'17" East thence along said Easterly right of way of Antonio Parkway, the following courses: Northwesterly 730.50 feet along said curve through a central angle of 19°21'33", North 43°25'16" West 400.00 feet to the beginning of a tangent curve concave Northeasterly having a radius of 1738.00 feet, and Northerly 1689.32 feet along said curve through a central angle of 55°41'27" to the Northerly line of said Parcel 2; thence leaving said right of way Antonio Parkway and along the Northerly line of said Parcel 2, the following courses: South 41°43'07" East 216.00 feet, and South 85°42'35" East 2515.63 feet to the point of beginning. EXCEPTING therefrom that portion of said Parcel 2, described as follows: Commencing at the Southeasterly terminus of that certain course shown as having a bearing and distance of "N 41 °43'07" W 1149.65' " for a portion of the general Northerly line of Parcel 2; thence North 41 °43'07" West 26.96 feet along said general Northerly line to the TRUE POINT OF BEGINNING; thence continuing along said general Northerly line North 41'43'07" West 189.04 feet to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 of said Official Records, said point being the beginning of a non -tangent curve concave Easterly having a radius of 1738.00 feet, a radial line of said curve to said -/W../ 110-0167-10/1/ ph.,l /Irllx none r r " "I' 'h I R oo<n I Ph,,, I Tnvtm 10n1ari0 I Albuouemue I Seattle / Tac ma LADERA OPEN SPACE DEDICATION PHASE 1 PAGE 2 10-0367-10(A) '0-01-98 evised 11-16-98 point bears North 77°43'49" West; thence along said Easterly right of way, the following courses: Southerly 1689.32 feet along said curve through a central angle of 55041'27", South 43°25'16" East 400.00 feet to the beginning of a tangent curve Southwesterly having a radius of 2162.00 feet, and Southerly 730.50 feet through a central angle of 19021'33" to the general Easterly line of Parcel 1 of said Lot Line Adjustment LL 96-026; thence leaving said Easterly right of way line of Antonio Parkway North 74°04'22" East 78.76 feet along said general Easterly line to the beginning of a non -tangent curve concave Southwesterly having a radius of 2240.00 feet, a radial line of said curve to said point bears North 66°13'24" East; thence Northwesterly 768.00 feet along said curve through a central angle of 1938'40"; thence North 43°25'16" West 400.00 feet to the beginning of a tangent curve concave Easterly having a radius of 1660.00 feet; thence Northerly 1451.87 feet along said curve through a central angle of 50°06'44'; thence North 80°54'23" East 45.82 feet; thence North 48016'53" East 41.46 feet to the true point of beginning. Containing an area of 124.675 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easements, if any, of record. Parcel B: Commencing at the Southerly terminus of that certain course shown as "N 13°00'19" W 1822.23' " for a portion of the Westerly line of said Parcel 2; thence North 13'00'19" West 907.16 feet along the Westerly line of said Parcel 2; thence leaving said Westerly lin. South 76059'41" West 426.07 feet to the TRUE POINT OF BEGINNING; thence South 343.�P9 Leet; uience West 253.55 feet; thence North 343.59 feet; thence East 253.55 feet to the true point of beginning. Containing an area of 2.000 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easements, if any, of record. Parcel C: Commencing at the Southeasterly comer of said Parcel 2; thence West 1829.32 feet along the Southerly line of said Parcel 2 to the Easterly right of way of Antonio Parkway as described in that certain document recorded April 30, 1998 as Instrument No. 19980260407 oi'said official records, said point being the beginning of a non -tangent curve concave Southwesterly having a radius of 2412.00 feet, a radial line of said curve to said point bears North 70°08'23" East; thence Northerly along said right of way 814.76 feet through a central angle of 19°21'15" to the TRUE m/W,./10.0167-10/V ph+ I/fir /a LADERA OPEN SPACE DEDICATION PHASE I PAGE 10-0367-10(A) 1-01-98 .evised 11-16-98 POINT OF BEGINNING; thence leaving said Easterly right of way of Antonio Parkway North 51°52'09" East 925.42 feet; thence North 32000'08" West 116.75 feet; thence North 15°07'34" West 1085.78 feet; thence North 34° 11'46" West 367.45 feet; thence North 20°05'33" East 845.96 feet; thence South 72044'29" West 138.42 feet; thence South 76010'38" West 264.59 feet; thence South 57°05'22" West 250.00 feet; thence North 32°54'38" West 530.00 feet; thence North 37005'22" East 400.00 feet; thence North 200.00 feet; thence North 57°05'29" West 230.00 feet; thence South 39°42'31" West 961.05 feet; thence South 27°56'45" East 787.11 feet; thence South 4900624" West 102.53 feet; thence South 24°3559" East 501.79 feet; thence South 59058'17" West 474.91 feet; thence South 49°38'57" West 219.47 feet to said Easterly right of way of Antonio Parkway, said point being the beginning of a non -tangent curve concave Northeasterly having a radius of 2288.00 feet, a radial line of said curve to said point bears North 64°42'53" East; thence along said Easterly right of way of Antonio Parkway, the following courses: Southeasterly 671.75 feet along said curve through a central angle of 16°49'18", South 4210625" East 914.94 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 2412.00 feet, and Southerly 121.77 feet along said curve through a central angle of 2°53'34" to the true point of beginning. Containing an area of 75.637 acres, more or less. Subject to covenants, conditions, reservations, restrictions, rights of way and easements, if any, of record. m/ Nsn/16dl69-00 /1/ph+acl/�'d/rk SHEET 1 OF 3 P.O.B. NE'LY CORNER PCL. 2 N77'43'49"W --------------- 26.96" RAD. N80'54'23"E N85'42'35"W 2515.63' 45.82' P•O.C. EXCEP710N Ny GENERAL N"LY 47 876• 46. S3 LINE PCL. 2 � F 122' p=50'06'44" R=1660.00' �g L=1451.87' A = 55'41'27" R = 1738.00' �h0 �ti ' % �•i L = 1689.32' EXCEPTION N43'25'16"W PARCEL A AREA 400.00' 124 675 N43'25'16"W 400.00' !'N = 19'21'33" R = 2162.00' L = 730.50' \ E'LY R/W ANTONIO PARKWAY PER INST. NO.19980260407 O.RB3� N 65'56' 17"E .. J L N0. 5557 v o a EXP. 9/30/01 or cµo SC. A = 19'38'40" R = 2240.00' L = 768.00' RAD. ! �1 GENERAL N66'13'24_E J' I E'LY LINE — RAD. PCL. 1 I; I� <;; p = 4'39'11" 0, / R = 3000.00 L = 243.64' N18*37'25"E 430.00' rr r� m N86'08'33" F 494.77 Hi iIT T^ r 7Or L� SKETCH TO ACCOMPANY "" 1 "=600" (� U 1 1 l L L A LEGAL DESCRIPTION weAm By JRD Huitt-Zolars, Inc. UTECKED er 15101 Red Hl Avenue, Tustin, CA 92780 P���a �AJFG �p (714) 259-0900 OMW SPACE DATE Avco 10/1/98 DIe�VA:Zv4 MV — PHASE 1 av ma 10-0367-10 G:\10036710\EX\EX036721.0WG SHEET 2 OF 3 () = RECORD PER LL96-026 PARCEL B 2000 ac. i i ITF —ZOLL RS Hultt-Zollsrs, Inc. 15101 Rad KU Avenue, Tustin. CA 92780 (714) 2W-7000 P.O.C. SKETCH TO ACCOMPANY A LEGAL DESCRIP71ON PAACM B LADE RA OPEN SPACE DEMATM - PHASE f 1---.300' 1 ,x va 10-0367-10 G. \10036710\EX\EXOJ61LI.uw� 4- r� r Z -o 0- 0 c EAST N� 426.0 253.55' - %S T. P. O. B. =m a co ty O . it !\ to l/ EAST 253.55' �iiJ o () = RECORD PER LL96-026 PARCEL B 2000 ac. i i ITF —ZOLL RS Hultt-Zollsrs, Inc. 15101 Rad KU Avenue, Tustin. CA 92780 (714) 2W-7000 P.O.C. SKETCH TO ACCOMPANY A LEGAL DESCRIP71ON PAACM B LADE RA OPEN SPACE DEMATM - PHASE f 1---.300' 1 ,x va 10-0367-10 G. \10036710\EX\EXOJ61LI.uw� 62 N49'06'24"E \\102.53'- x \ 02.53'\\ Arcp. rn s� A, V N57'05'29"W 230.00' 'A/ NORTH 200.00' ®� N76'10'38"E // 2.64.59' 59. PARCEL C 75.637 ac. N59'58'17"E 474.91' = 16'49'18" c R = 2288.00' L = 671.75' <S' J' E'LY R/W ANTONIO PARKWAY Ashy �e' INST. NO. 19980260407 O.R. Q7 0 = 2'53'34" R = 2412.00' L = 121.77' 02 N57'05'22"E 03 N32'54'38"W ® N37'05'22"E 250.00' L = 19'21'15" R = 2412.00' 530.00' L = 814.76' 400.00' N70_08'23"E RAD. HUITT~ZOLLARS Hunt-Zolars, Inc. 15101 Red Hill Avenue, Tustin, CA 92780 (774) 259-7900 N 72'44' 29"E 138.42' N34'11'46"W 367.45' SHEET 3 OF 3 32'00'08"W 116.75' S'LY LINE PCL. 2 P.O.C. rSE'LY CORNER PCL EAST -1829.32' SKETCH TO ACCOMPANY A LEGAL DESCRIPTION tae ma 10-0367-10 G. \10036710\EX\EX036721.DWG Exhibit G RECORDING REQUESTED BY: DMB Ladera, LLC, a Delaware limited liability company WHEN RECORDED, MAIL TO: Brobeck, Phleger & Harrison LLP 38 Technology Drive Irvine, California 92618 Attention: Bryan Ngo, Esq. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) By and Between DMB LADERA, LLC, a Delaware Limited Liability Company, as "Ladera" and STONERIDGE OWNERS (as defined herein) Effective Date: , C;\windows\TEMP\Stoneridge CCR(owmer)2.doc DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (Stoneridge Development) THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (the "Declaration") is made this _ day of by and between DMB LADERA, LLC, a Delaware limited liability company, its successors and assigns ("Ladera") and the Stoneridge Owners. THIS DECLARATION is based upon the following facts, intentions and understandings: (a) Ladera is the master developer of the Ladera Ranch planned community in accordance with the Ladera Development Agreement recorded January 17, 1997 in the Official Records of Orange County, California as Instrument No. 19970027386 ("Development Agreement"). (b) In furtherance of the Development Agreement, Ladera intends to dedicate certain portions of Parcel 2 of Lot Line Adjustment LL 96-026 (the "Adjacent Property") in the unincorporated territory of the County of Orange, State of California, as shown on exhibit "B" attached to that certain document recorded on November 11, 1996 as Instrument No. 19960587414 in the official records of said county, for open space and other purposes in accordance with the Development Agreement and an open space agreement with the County of Oru..ac. (c) SC is a California non-profit mutual benefit corporation whose members are the Stoneridge Owners who own residential properties in the Stoneridge development ("Stoneridge Properties") located in the City of San Juan Capistrano as more particularly described in Exhibit A attached hereto. (d) The Stoneridge Owners have experienced land subsidence problems on the Stoneridge Properties. In order to assist the Stoneridge Owners and SC in curing the land subsidence problems on the Stoneridge Properties ("Land Subsidence Problem"), the City has indicated a desire and intention to acquire, via condemnation or transfer in lieu of condemnation, certain property (the "Property") more particularly described in Exhibit B attached hereto which is adjacent to the Stoneridge Properties and is currently a part of the Adjacent Property. (e) In lieu of compelling the City to condemn or otherwise take the Property by means of eminent domain, Ladera has indicated a desire to acquiesce to the transfer of the Property to the City. (f) Upon receipt of title to the Property, the City intends to convey the Property to SC in order to permit SC to perform the necessary work (the "Repair') to rectify the Land Subsidence Problem. (g) In order to decrease the costs and expenses of the Repair, SC and the Stoneridge Owners have requested that Ladera permit SC to utilize another portion of the Adjacent Property (the "Stockpile Area") described on Exhibit C attached hereto to serve as the designated area for stockpiling dirt and other related uses during the Repair. (h) The Plans (as defined in the Land Transfer Agreement) for the Repair are hereby incorporated by reference; provided, the City shall be responsible for reviewing and approving the Plans and Ladera shall have no responsibility with respect thereto and/or the adequacy of the Repair inasmuch as Ladera does not believe that the Stoneridge Properties should have been developed due to the inherent soil problems in this area. (i) The parties agree that no action or inaction of the current or prior land owner(s), including Ladera, and/or their agents, including Rancho Mission Viejo, LLC, has contributed to the condition of the Property or the necessity of the Repair. 0) The parties intend that, upon completion of the Repair and the satisfaction of all of the conditions as set forth in the Land Transfer Agreement, the portion of the Property abutting each of the Stoneridge Properties shall become the property of each of the respective Stoneridge Owners. (k) Ladera and Stoneridge Owners desire to subject the Property to this Declaration setting forth certain obligations owing to Ladera from the Stoneridge Owners concerning the activities of the Stoneridge Owners in connection with the use of the Property for the purpose of (i) enhancing and protecting the value, desirability and attractiveness of the Property, (ii) protecting and defending Ladera from any claim:: - - liab�! that may arise from the use of the Property by the Stoneridge Owners, and (iii) preventing any disturbance or impact to the Adjacent Property caused by the manner of use of the Property by the Stoneridge Owners. NOW, THEREFORE, Ladera and Stoneridge Owners hereby covenant, agree and declare that all right, title and interest of Ladera with respect to the Property shall be held and conveyed subject to the following covenants, conditions and restrictions; these covenants, conditions and restrictions shall run with the Property until released as provided herein and shall be binding upon all parties having or acquiring any right or title in the Property or any part thereof and shall inure to the benefit of Ladera and are imposed upon the Property as a servitude in favor of the Adjacent Property owned by Ladera as the dominant tenement or tenements. 1. DEFINED TERMS. The following terms shall have the meaning set forth thereafter: (1) "Applicable Laws" mean all present and future federal, state or local laws, ordinances, rules, regulations (whether under common law, statute, rule, regulation or otherwise), permits, orders and any other requirements of governmental authorities and agencies having proper jurisdiction. (2) "Ejjy" means the City of San Juan Capistrano, a municipal corporation. (3) "Coun " means, if the context denotes a location, Orange County, California, and, if the context denotes an entity, the County of Orange, a political subdivision of the Sate of California. (4) "Ladera" means DMB Ladera, LLC, a Delaware limited liability company, its successors and any person or entity to whom Ladera assigns its rights under this Declaration. (5) "Land Transfer Agreement" means that certain land transfer agreement dated 1999 by and between Ladera, SC and Stoneridge Owners. (6) "Open Space Conservation Easement Agreement" means that certain open space conservation easement agreement by and between Ladera and The Ladera Land Conservancy, a California non-profit corporation, a copy of which is attached hereto as Exhibit D. (7) "Person" means any individual, partnership, corporation, limited liability company, trust or other entity to which reference is made under this Declaration. (8) "Restrictions" mean the covenants, conditions, restrictions and other limitations set forth in this Declaration. (9) "SC" means S.C. Slide, Inc., a California non-profit mutual benefit corporation, consistin. ,f individual owners who own individual residential properties in the Stoneridge development located in the City. (10) "Stoneridge Owners" mean means the following persons: who own the Property or portion thereof or interest in the Stoneridge development located in the City of San Juan Capistrano and who are or shall become members of SC; (11) "Stoneridge Properties" mean those residential properties within the Stoneridge development which are owned by the Stoneridge Owners and which are more particularly identified and described on Exhibit A attached hereto. 1. DECLARATONS. Ladera and Stoneridge Owners hereby covenant, agree and declare the following: (a) The Property shall be subject to the terms, conditions and covenants of that certain Open Space Conservation Easement Agreement; (b) Stoneridge Owners shall not construct any structures or improvements on the Property without the prior written consent of Ladera, which consent shall not be unreasonably withheld; (c) Stoneridge Owners shall preserve, maintain and protect the open space within the Property and shall comply with any and all fuel modification requirements in the use of the Property in accordance with Applicable Laws; and (d) Stoneridge Owners shall not use the Property in any manner which shall impact or disturb the Adjacent Property, including but not limited to, subjecting the Adjacent Property to any fuel modification requirements under Applicable Laws. 2. RELEASE OF LADERA AND RMV. Stoneridge Owners hereby release and forever discharge Ladera and Rancho Mission Viejo, LLC, a Delaware limited liability company ("RMV"), together with each member of Ladera and RMV and any affiliated or subsidiary partnership, limited liability company and/or corporation and their collective officers, directors, shareholders, employees, agents, attorneys, insurers and partners (collectively "Ladera Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, debts, liens, damages, obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which Stoneridge Owners have or may hereafter have against any of the same arising out of or related to and prior, current or future condition on, about, under or otherwise affecting the Property, the Adjacent Property, the Stockpile Area and/or of the Stoneridge Properties, including as intended to be addressed by the Repair (and any condition of the Property and/or the Stoneridge Properties necessitating the same) or otherwise caused thereby (collectively, the "Condition"). Stoneridge Owners agree and represent that they may have claims against one or more of the Ladera Indemnitees of which they have no knowledge at th., ,..nz of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known, or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, Stoneridge Owners hereby waive the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 3. RELEASE OF THE CITY. Stoneridge Owners hereby release and forever discharge the City, together with its council members, staff, employees, (collectively "City Indemnitees") of and from any and all actions, causes of action, claims, rights, demands, debts, liens, damages, obligations, liabilities, costs, expenses, fees, including, without limitation, attorneys' fees, breach of contract, acts, charges or accountings of any nature whatsoever, whether known or unknown, fixed or contingent, which Stoneridge Owners have or may hereafter have against any of the same arising out of or related to the Condition. Stoneridge Owners agree and represent that they may have claims against one or more of the City Indemnitees of which they have no knowledge at the time of the execution of this Agreement, but that this Agreement is specifically intended to and does extend to any and all claims in any way based upon, connected with, or related to the Condition and all actions taken in connection therewith, including the negotiation of this Agreement, whether known or unknown, claimed or suspected as of the date of the execution of the Agreement. As further consideration and inducement, Stoneridge Owners hereby waive the provision of California Civil Code § 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor. 4. INDEMNITY. Stoneridge Owners shall indemnify and hold harmless Ladera, Ladera Indemnitees, the City and any other City Indemnitees from and against any liability, loss, damage, injury or claim of any kind or character to any person or property caused by or relating to, with or without fault, and arising from any of the following (and the phrase "if and to the extent it affects" the Condition and/or the Property and/or Adjacent Property, including the Stockpile Area, or words to that effect shall mean if and to the extent it affects, arises out of or relates to the Condition, the Property and/or Adjacent Property, including the Stockpile Area, or any improvement constructed thereon): a. The failure to perform the Repair or otherwise correct the Condition in accordance with the Plans (as defined in the Land Transfer Agreement) and the requirements of applicable law and regulations and the generally accepted standards of such profession or similar services required thereby; b. Any acts or omissions of Stoneridge Owners, SC or the agents or representatives of Stoneridge Owners and/or SC in the performance of the Repair or associated work or services; C. The breach by SC and/or any Stoneridge Owners of any of their obligations under this Agreement, including any violation or alleged violation by of any applicable law; and d. Any damage, liability, fine, penalty, punitive damages, costs or expenses arising from or out of the presence or existence of any hazardous substances in, on or about the Property and/or Adjacent Property, including the Stockpile Area, or any surrounding land arising from the Repair, the Condition and/or Owners' or SC's acts or omissions with respect thereto, including any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, pollution, contamination, leak, spill, release or other adverse effect upon the environment arising from the act or omission of SC or Stoneridge Owners in the performance of the Repair. 5. ENFORCEMENT. a. General. Ladera and the "Successor Ladera" (as that term is defined below) and their successors alone shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Declaration or any amendment thereto, including the right to prevent the violation of any such restrictions, conditions, covenants or reservations and the right to recover damages or other dues for such violation. Failure by Ladera to enforce any covenant, condition, or restriction herein contained in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any future breach of the same or any other covenant, condition or restriction by Stoneridge Owners. All rights, options and remedies of Ladera under this Declaration are cumulative; and no one of them shall be exclusive of any other; and Ladera shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. b. Successor Ladera. Ladera may assign any of its rights and powers under this Declaration to any other person or entity so long as such person or entity in writing agrees to assume the duties of Ladera pertaining to the particular rights and powers assigned; and, upon the recordation of such writing accepting such assignment and assuming such duties, such assignee (the "Successor Ladera"), to the extent of such assignment, shall have the . -.ne rights and powers and be subject to the same obligations and duties as are given to and assumed by Ladera herein and Ladera shall be released and relieved of such rights and obligations. If and to the extent specifically assigned in writing as provided in this subsection, the Successor Ladera shall be a third party beneficiary of this Declaration. 6. CAPTIONS. The captions used herein are for convenience only and are not a part of this Declaration and do not in any way limit or amplify the terms and provisions hereof. 7. GOVERNING LAW AND VENUE. This Declaration shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Declaration, the sole and exclusive venue shall be a court of competent jurisdiction located in the County; and Stoneridge Owners shall submit to the jurisdiction of such court. 8. ATTORNEYS' FEES. In the event any action shall be instituted in connection with this Declaration, the party prevailing in such action shall be entitled to recover from the other party all of its costs and expenses incurred therein, including without limitation reasonable attorneys' fees. 9. SEVERABILITY. In the event that any portion of this Declaration shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Declaration shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 10. GENDER AND NUMBER. In this Declaration (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural include one another. 11. COVENANTS TO RUN WITH THE LAND; TERM. a. Restrictions. The Property made subject to this Declaration from time to time shall be held, developed, conveyed, hypothecated, encumbered, leased, rented, used and occupied subject to the Restrictions. The Restrictions are intended and shall be construed as covenants and conditions running with and binding such portions of the Property and equitable servitudes thereupon and every part thereof; and all and each of the Restrictions shall be binding upon and burden all persons having or acquiring any right, title or interest in such portions of the Property (during their ownership of such interest), or any part thereof, and their successors and assigns. Subject to the provisions in the immediately following subsection below, the Restrictions shall inure to the benefit of the Adjacent Property referenced above, the Stoneridge Owners thereof and their successors and assigns; and the Restrictions shall be enforceable by Ladera and its successors and ace�gns, all upon the terms, provisions and conditions set forth herein. b. Term. This Declaration shall continue in full force and effect for a term of sixty (60) years from the date the same is recorded in the Office of the County Recorder. C. Termination. Notwithstanding the foregoing: (1) Reacquired Property. This Declaration, together with the Restrictions set forth or otherwise incorporated herein, shall, upon recordation in the Office of the County Recorder of a notice of termination executed by Ladera, automatically terminate and be of no further force or effect as to any portion of the Property reacquired by Ladera (as to which Ladera has not assigned its rights and obligations hereunder to a Successor Ladera), whether by grant deed, lot line adjustment or otherwise, but the Restrictions shall continue to apply as to the remainder of the Property. (2) Transferred Pronerty. In the event that any portion of the Adjacent Property which has been made a benefitted or dominant tenement of this Declaration is conveyed by Ladera to a third party (each Property thereof so transferred is hereinafter referred to as a "Transferred Property"), the Restrictions shall cease to benefit such Transferred Property unless Ladera expressly assigns to the transferee of the Transferred Property the benefits of all or a portion of the Restrictions, either concurrently with conveyance of the Transferred Property or at any time thereafter, in either case, by a recorded assignment document executed by Ladera and specifically referencing this Declaration (and general references to appurtenances or rights related to the acquired land will not suffice). Any merger of Ladera with or into another entity or any acquisition of all or a portion of the equity of Ladera by a third party will not be deemed a transfer of the Adjacent Property subject hereto triggering the applicability of this subsection. d. Assignees. Stoneridge Owners shall cause any person or entity holding any interest in the Property subject hereto by, through or under Stoneridge Owners (including, but not limited to, any trustee, beneficiary or mortgagee under a deed of trust or mortgage executed by Stoneridge Owners and encumbering the Property or any part thereof or interest therein) to execute or otherwise consent to this Declaration. 12. NOTICES. Any notice to be given or other document to be delivered by any party to the other or others hereunder, and any payments from Stoneridge Owners to Ladera, may be delivered in person to an officer of any party, or may be delivered by Federal Express, private commercial delivery or courier service for next business day delivery or may be deposited in the United States mail in the County of Orange, State of California, duly certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as provided under the Land Transfer Agreement. Notice may also be given by facsimile transmission ("Fax") to any party at the respective Fax number given above and marked "RUSH - PLEASE DELIVER IMMEDIATELY," provided receipt of such transmission shall be confirmed by follow-up notice within seventy-two (72) hours by another method authorized above. Any party hereto may from time to time, by written notice to the other, designate a different addresa which :..:;1 be substituted for the one above specified. If any notice or other document is sem mail c,. ' )resaid, the same shall be deemed served or delivered seventy-two (72) hours after the mailing thereof as above provided. Notice by any other method shall be deemed served or delivered upon actual receipt at the address or Fax number listed in the Land Transfer Agreement. 13. EFFECT OF DECLARATION. This Declaration is made for the purposes set forth in the Recitals to this Declaration and Ladera makes no warranties or representations, express or implied, as to the binding effect or enforceability of all or any portion of this Declaration, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. 14. RIGHTS OF MORTGAGEES. a. No Impairment. The breach of any covenants, conditions or restrictions herein contained shall not defeat, invalidate nor impair the obligation or priority of any mortgage or deed of trust now or hereafter executed and constituting a lien upon the Property or any portion thereof which is made in good faith and for value; provided, however, that any party, including the holder of the mortgage or deed of trust, who acquires title through private or judicial foreclosure, trustee's sale or deed in lieu of foreclosure (a "Foreclosure -Purchaser") and all successors and assigns of such Foreclosure -Purchaser shall take title subject to all of the covenants, conditions and restrictions contained in this Declaration. b. Foreclosure -Purchaser. A Foreclosure -Purchaser shall not be liable for damages arising from the breach of any covenants, conditions or restrictions performed or which were to have been performed prior to the time such Foreclosure -Purchaser acquires title to all or any portion of the Property; provided, such Foreclosure -Purchaser shall have until the later of (i) six (6) months after acquisition of title to all or a portion of the Property or (ii) the times reasonably required under the construction/inventory schedules contained in the applicable development and acquisition agreements to commence or continue construction of improvements and/or to repair or replace any improvements which were constructed in violation of any requirements. The schedules and time for construction of improvements shall be extended as reasonably necessary to be consistent with the foregoing sentence. Any improvements commenced or continued by Foreclosure -Purchaser after acquisition of title to all or any portion of the Property shall be diligently pursued once commenced and otherwise in accordance with this Declaration. 15. WAIVER OF JURY TRIAL. LADERA AND STONERIDGE OWNERS HAVE EACH ACKNOWLEDGED THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA. BOTH LADERA AND STONERIDGE OWNERS EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS DECLARATION, OWNERS' USE OR DEVELOPMENT OF THE PROPERTY, ADJACENT PROPERTY OR ANY ADJOINING PROPERTY AND/OR ANY CLAIM FOR INJURY OR DAMAGE. [sienature aaize to follow] IN WITNESS WHEREOF, the parties have executed this instrument the day and year first hereinabove written. "Ladera" DMB LADERA, LLC, a Delaware limited liability company By: RANCHO MISSION VIEJO, LLC, a Delaware limited liability company, its agent and manager Un 0 Donald L. Vodra, Chief Operating Officer Melissa M. Freese, Vice President "Stoneridge Owners" 10