20-0121_SJC MISSION VENTURES, LLC_Ground Lease with Option to Purchase GROUND LEASE WITH OPTION TO PURCHASE
THIS GROUND LEASE WITH OPTION TO PURCHASE (this "Lease') is dated
the 2101 day of January, 2020 (the "Execution Date"), and entered into by and between
CITY OF SAN JUAN CAPISTRANO, a municipal corporation and general law city
("Landlord° or the "City"), and SJC MISSION VENTURES LLC, a California limited
liability company ("Tenant"). City and Tenant are hereinafter sometimes individually
referred to as"Party"and, collectively, referred to as the"parties."
RECITALS
A. Landlord owns the unimproved land located in the City of San Juan
Capistrano, County of Orange. State of California, comprised of portions of Assessor's
Parcel Numbers 121-141-25 and 121-141-26, depicted in Exhibit A (inclusive of the
slopes attached hereto(the"Premises").
B. Tenant owns the real'property adjacent to the Premises at 31721 Camino
Capistrano, San Juan Capistrano, CA ("Tenant's Existing Property"), which is currently
improved with a restaurant building. Tenant desires to incorporate the Premises as a
part of Tenant's Existing Property and restaurant business(the"Planned Expansion").
C. Tenant desires to lease the Premises from Landlord and Landlord wishes
to lease the Premises to Tenant on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the provisions set forth hereinafter, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties hereto agree as follows:
1. PREMISES
Landlord leases to Tenant and Tenant leases from Landlord, the Premises, upon
the terms and conditions contained herein. The Premises are being leased in their"as
is" condition. Landlord shall have no obligation to make, construct or install any
improvements on or about the Premises whatsoever. Tenant shall prepare, at its sole
cost and expense, any request or application required for the Planned Expansion and/or
other improvements on the Premises related to Tenant's Existing Property (collectively,
the "City Approvals"). The City shall expeditiously process Tenant's applications for the
City Approvals. Tenant agrees and acknowledges that the City retains its full and
unfettered discretion as to all decisions related to the City Approvals.
2. TERM
2.1 Term. The initial term of this Lease shall be five (5) years (the "Initial
Term"), unless sooner terminated as provided herein, commencing ninety (90) calendar
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days after the Execution Date (the "Commencement Dates). Provided that Tenant is not
then in default of this Lease, Tenant shall have the option to extend the term of this
Lease an additional five (5) years (the "Extended Term"), which option shall be
exercised during;the twelve (12) month window of time prior to the expiration of the
Initial Term. The use of the word "Term" in this Lease shall refer to the Initial Term
and/or Extended Term,as applicable.
2.2 Holdover. Tenant has no right under the Lease to retain possession of the
Premises or any part thereof beyond the Term. In the event the Landlord chooses to
accept any holdover possession of the Premises beyond the Term, such holdover
tenancy shall be on a month-to-month tenancy basis.
3. RENT.
The annual rent for the Premises shall be equal to five percent (5%) of the
Premises' Fair Market Value established pursuant to Section 24 below and shall be
payable in equal monthly installments commencing on the Commencement Date and
continuing on the first business day of each month thereafter. The annual rent for the
Premises shall be subject to increase on January 1 of each year commencing January
1, 2021, based upon the increase, if any (though there shall be no decrease), in the
'Index"as defined in Section 24 below.
4. USE OF PREMISES
4.1 Use. Tenant and its subtenants may use the Premises in conjunction with
and as an expansion of the food and beverage operations to be conducted on Tenant's
Existing Property, including seating and landscaping, pursuant to the City Approvals
("Planned Expansion").
4.2 Nuisance. Tenant shall not use, suffer or permit any person or persons to
use the_Premises or improvements thereon other than the uses permitted In Section
4.1, nor in anymanner that will tend to create waste or a nuisance..
4.3 Condition of Premises. Tenant acknowledges that prior to the delivery of
possession of the Premises to Tenant, Tenant inspected the Premises and agreed to
take the same 'AS IS"and Tenant further acknowledges that the taking of possession of
the Premises by Tenant conclusively evidences that the Premises were in satisfactory
condition at the time such possession was so taken.
4.4 Non-Discrimination. There shall be no discrimination against or
segregation of any person, or group of persons, on account of race, religion, national
origin, ancestry, sex, sexual orientation, age, physical handicap, marital status, or
medical condition in the lease,sublease, transfer, use, occupancy,tenure, or enjoyment
of the Premises or any part of the Premises or any operations or activities conducted on
the Premises or any part of the Premises, nor shall Tenant or any person claiming
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under or through Tenant establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use of
occupancy of tenants, subtenants, or vendees of the Premises. Any sublease or
assignment that may be permitted under this Lease shall also be subject to the non-
discrimination clauses contained in this Section 4.4.
4.5 Right of Entrv/Waiver of Good Faith improver. Tenant shall have the right
to enter upon the Premises after receipt of the City Approvals (whether before or after
the Commencement Date) in order to landscape and improve the Premises pursuant to
the City Approvals.
5. CONSTRUCTION OF IMPROVEMENTS ON PREMISES
Tenant shall, at Its sole cost and expense, construct and install in a good and
workmanlike manner any improvements desired by Tenant upon the Premises. Tenant
shall carry out the construction, Installation and maintenance of any improvements on
and about the Premises In conformity with all applicable federal, state and local laws,
ordinances and regulations ("Govemmental Requirements"). Tenant shall, at its own
expense, obtain and maintain any and all City Approvals for the construction of the
improvements and operation of any activities on the Premises. Tenant shall be
responsible for obtaining a permanent certificate of occupancy for the Planned
Expansion no later than July 31, 2020.
6. SIGNS
Tenant shall have the right to install and maintain, at Tenant's sole cost, one or
• more signs, provided all such signage shall meet any applicable Governmental
Requirements and Tenant has received such permits therefor as may be necessary.
7. TAXES
Tenant shall pay before delinquency, and without notice or demand, any and all
taxes (including without limitation any gross receipts, Income tax or excise tax)
assessments, licenses, fees, possessory interest taxes and other public charges or
penalties which shall be levied, imposed, or assessed upon any of Tenant's leasehold
interest, upon Tenant's business, or upon Tenant for the privilege of conducting
business within the Premises, or upon any other property of Tenant within the Premises.
Tenant recognizes and understands that this Lease may, but is not intended to, create a
real property possessory interest that may be, but is not Intended to be, subject to real
property taxation, and that Tenant may be subject to the payment of real property taxes
levied on such interest. If any possessory Interest tax is levied on the Premises, the
improvements and/or Tenant's estate created by this Lease, Tenant shall pay such tax
before delinquency. City shall have no obligation to pay any possessory interest tax.
Under California law, City Is not obligated to pay property taxes for its ownership of real
property, and shall promptly file for cancellation of any such real property taxes. Tenant
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shall be responsible for any possessory interest taxes as may be assessed In
accordance with California law. Tenant may. at is sole cost and expense, reasonably
contest the legal validity or amount of any taxes for which Tenant is responsible under
this Lease, and institute such proceedings as Tenant considers necessary; provided,
however, that any such contest shall not result In any lien or claim against Landlord or
the Premises, that Tenant shall all at times protect Landlord and the Premises from any
lien, and that Landlord shall not be required to join in any proceeding or contest brought
by Tenant, unless required by law.
8. INSURANCE
8.1 Insurance. Tenant shall at its sole cost and expense, procure and
maintain, or cause to be procured and maintained, during the Term of this Lease the
insurance described in this Section. Tenant shall have no right to self-insure. Tenant
shall, at its sole cost and expense, during the Term hereof, keep in full force and effect:
(I) a policy of public liability and property damage insurance with respect to the
Premises, and the business operated by Tenant and any subtenants of Tenant'In the
Premises, in which the limits,of public liability shall be not less than Two Million Dollars
($2,000,000.00) per occurrence, and in which the limit of property damage liability shall
be not less than Five Hundred Thousand Dollars ($500,000.00); and (II) workers
compensation coverage as required by law.
8.2 Policy Requirements. All insurance required to be carried by Tenant
under this Lease shall name Landlord as an additional insured as to coverage of the
Premises, as its interest may appear, in the form of a separate endorsement containing
the language: "This insurance shall be primary and non-contributing with any other
insurance carried by Landlord," and certified copies of all policies shall be delivered to
Landlord by Tenant at least ten (10) calendar days prior to Tenant's opening for
business in the Premises. Each policy of Insurance to be obtained by Tenant under this
Lease shall (i) be written as primary policies or under one or more umbrella and/or
master policies, and(ii) be written by Insurance companies having a Best's rating of"A-"
or better.
8.3 Waiver of Subrogation. Landlord and Tenant each hereby waives any and
all rights of recovery against the other and against the officers, employees, agents and
representatives of the other for,loss of or damage to such waiving party of its property or
the property of others under its control, arising from any cause insured against under
any policy of insurance carried by such waiving party, to the extent that such loss or
damage is recoverable under said insurance policies. Tenant and Landlord shall each
obtain and furnish evidence to the other, upon request, of the waiver by such party's
insurance carrier of any right of subrogation against the other party.
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9. UTILITIES
Tenant shall pay, directly to the appropriate supplier, for all water, sewage,
telephone, computer, telecommunication, cable, gas, power and electric current and all
other utilities used by Tenant on the Premises, together with any taxes thereon, from
and after the delivery of possession of the.Premises by Landlord. If any such charges
are not paid when due, Landlord may, after notice to Tenant, pay the same, and any
amount so paid by Landlord shall thereupon become due to Landlord from Tenant
together with interest thereon. Tenant shall, at Tenant's expense, install its own
meter(s)for all utilities utilized In or serving the Premises.
10. INDEMNITY OF LANDLORD
Except to the extent attributable to the gross negligence or willful misconduct of
Landlord or its Council members, board/commission members, employees, contractors
or agents (collectively, "Landlord's Agents"), Tenant shall indemnify, defend by counsel
reasonably acceptable to Landlord, protect and hold Landlord and Landlord's Agents
harmless from and against any and all claims, liabilities, losses, costs, damages,
injuries or expenses, including reasonable attorneys' and consultants' fees and court
costs, demands, causes of action, or Judgments, directly or indirectly arising out of or
related to: (i) claims of injury to or death of persons or damage to property occurring or
resulting directly or indirectly from the use or occupancy of the Premises, by Tenant or
Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, .
assignees and subtenants (collectively, "Tenant's Parties"), or from activities or failures
to act of Tenant or Tenant's Parties; (Ii) claims arising from construction, work or labor
performed, or for materials or supplies furnished to or at the request of,Tenant In
connection with performance of any work done for the account of Tenant within, under
or upon the Premises(including any claims that may arise from Tenant's entry onto the
Premises pursuant to,Section 4.5 hereof); (iii)claims arising from any breach or default
on the part of Tenant in the performance of any covenant contained in this Lease; and
(iv) claims arising from the negligent or intentional acts or omissions of Tenant or the
negligent acts or omissions of Tenant's Parties.
All indemnifications within this Lease shall survive the expiration or earlier
termination of this Lease.
11. EXEMPTION OF LANDLORD FROM LIABILITY
Except to the extent attributable to the gross negligence or willful misconduct of
Landlord or Landlord's Agents, Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury or damage to any person or property in
or about the Premises, by or from any cause whatsoever and whether the said damage
or injury results from conditions arising upon the Premises or from other sources. The
provisions of this Section 11 shall survive the expiration or earlier termination of this
Lease.
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12. TENANT ESTOPPEL CERTIFICATE
Within twenty(20) business days after written request by Landlord, Tenant shall
execute and deliver to Landlord an estoppel statement in such form as Landlord may
reasonably request. Tenant's failure to deliver such statement within twenty (20)
business days of Landlord's written request therefore shall constitute, without limitation
of any of Landlord's other rights or remedies with respect to such default, an
irrevocable, binding agreement of Tenant (1) that this Lease is in full force and effect,
, without modification except as may be represented by Landlord, and (ii) that there are
no uncured defaults in Landlord's performance hereunder.
13. LANDLORD ESTOPPEL CERTIFICATE
Within twenty (20) business days after written request by Tenant, Landlord shall
execute and deliver to Tenant an estoppel statement In such form as Tenant may
reasonably request, or as an existing Lender, assignee of Lender, prospective Lender,
or purchaser of Tenant's interest under this Lease may reasonably request. Any such
statement may be conclusively relied upon by any such party. Landlord's failure to
deliver such statement within twenty (20) business days of Tenant's written request
therefore shall constitute, without limitation of any of Tenant's other rights or remedies
with respect to such default, an irrevocable, binding agreement of Landlord (I) that this
Lease is In full force and effect, without modification except as may be represented by
Tenant, (Ii) that there are no uncured defaults In Tenant's performance hereunder nor
any fact, act, omission or condition which, with notice or lapse of time or both, would
constitute a default of Tenant, and (iii) that all improvements have been constructed in
accordance with the requirements of this Lease.
14. REPAIRS AND MAINTENANCE
14.1 Tenant's Obligation to Repair and Maintain. Tenant shall, at its own cost
and expense, during the Term of this Lease, keep the Premises, including all
improvements constructed by Tenant thereon, In a good, clean, safe and secure
condition and shall make all necessary repairs and replacements with materials and
workmanship of the same character, kind and quality as the original. Tenant hereby
waives the right to make repairs at Landlord's expense under the provisions of any
State of California statute permitting repairs by a tenant at the expense of the landlord
to the extent such waiver is allowed by law, it being intended that Landlord and Tenant
have by this Lease made specific provision for such repairs and have defined their
respective obligations relating thereto.
14.2 Landlord's Right to Make Repairs. If Tenant fails to maintain the
Premises, or any part thereof, In good condition, within thirty (30) business days after
written notice from Landlord specifying the work required (unless the nature thereof
reasonably requires additional time), then in such event Landlord shall have the right to
61147.00310132570502.1 6
perform the maintenance on behalf of and for the account of Tenant and all costs
reasonably incurred by Landlord to perform such maintenance shall be paid to Landlord
by Tenant within ten (10) business days after Landlord's demand therefor with
supporting documentation.
14.3 Emergency Repairs by Landlord. In the event of any life-threatening or
property-threatening emergency,Tenant hereby grants to Landlord the immediate right
to enter upon the Premises without prior notice to Tenant and to make such repairs on •
behalf of and for the account of Tenant. In such event, Landlord shall notify Tenant of
such work immeddiately thereafter, and the cost of such work reasonably incurred shall
be paid for by Tenant upon Landlord's demand therefore with supporting
documentation.
15. ALTERATIONS
15.1 Approved Alterations. Without the consent of Landlord but subject 10 the
City Approvals, Tenant may make any alterations or Improvements to the Premises In
connection with the Planned Expansion. Any improvements not related to the Planned
Expansion shall require the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. Any and all improvements to the
Premises shall be in conformance with the requirements of all Governmental
Requirements.
15.2 Conditions Precedent. Any improvements in or about the Premises that
Tenant shall desire to make shall be conditioned upon Tenant acquiring a permit to do
the work prior to the commencement of the work, and the compliance by Tenant with all
conditions of said permit and Governmental Requirements in a prompt and expeditious
manner.
15.3 Work Standards. In performing the work of any improvements, Tenant
shall use a qualified, licensed contractor. Before commencing any such improvements
in or about the Premises, Tenant shall notify Landlord in writing of the expected date of
commencement thereof., Landlord shall have the right at any time and from time to time
to post and maintain on the Premises such notices as Landlord deems necessary to
protect the Premises and Landlord from the liens of mechanics, laborers, material men,
suppliers or vendors.
15.4 Mechanic's and Other Liens. Tenant shall (a) keep, the Premises at tall
times during the Term hereof free from Liens and other liens of like nature created or
claimed by reason of transactions made by Tenant; and (b) at all times fully protect,
defend and indemnify Landlord against all such liens or claims which may ripen into
such liens and all expenses arising from such liens or claims, If Tenant shall elect to
contest any such claim or lien, it shall furnish Landlord a bond of a responsible
corporate surety, in one hundred fifty percent (150%) of the amount claimed,
conditioned.on the discharge of said claim or lien and, if requested by Landlord, shall
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cause such matter to be released from record. If a final judgment establishing the
validity of said lien or claim for any amount is entered and no appeal is taken from such
judgment that would effect a stay of enforcement of the judgment pending the outcome
of the appeal, then Tenant shall pay and satisfy the same at once. Tenant agrees that
its improvement work Is being performed for Tenant's benefit and is not being
performed at the direction or request of Landlord.
16. TITLE TO IMPROVEMENTS
16.1 Tenant shall have title to all improvements on or to the Premises
constructed by Tenant prior to or after Commencement Date, including without
limitation, all structures and other improvements installed, relocated, constructed or
erected by Tenant, and such title shall remain in Tenant during the Term of this Lease.
Upon termination of this Lease, whether by expiration, cancellation or otherwise, title to
all improvements on the Premises shall pass to and vest in Landlord unless removed
prior to the end of the Term by Tenant. If not removed, all structures and other
improvements installed, relocated, constructed or erected by Tenant upon the Premises
shall remain upon and be surrendered with the Premises as part thereof upon
termination of this Lease. Title to all equipment,furnishings and trade fixtures placed by
Tenant upon the Premises shall remain In Tenant, and replacements, substitutions and
modifications thereof may be made by Tenant throughout the Term of this Lease, and
Tenant may remove the same upon termination of this Lease; provided that Tenant
shall repair to the satisfaction of Landlord any damage to the Premises caused by such
removal. Any equipment, furniture, furnishings and trade fixtures remaining upon the
Premises after termination of this Lease shall become the property of Landlord.
17. DAMAGE AND DESTRUCTION
17.1 Right of Parties. In the event of the partial or total damage or destruction
of the Premises and/or the improvements thereto from any cause,Tenant shall promptly
repair and reconstruct the same to substantially the same condition which the same
were in immediately prior to such damage or destruction, provided such repairs or
reconstruction can be made under then existing Governmental Requirements, or raze
any structures or other improvements and cover the Premises with an appropriate
ground cover including without turf, decomposed granite or pavement. Tenant and
Landlord hereby waive the provisions of any laws in existence,,or which may hereafter
be enacted during the term of this Lease, authorizing the termination of a lease upon
the complete or partial destruction of improvements to the Premises.
17.2 j\to Termination of Lease. Any damage or destruction resulting from any
casualty shall In no way annul,terminate or void this Lease.
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18. CONDEMNATION
18.1 Total Taking. If the whole of the Premises should be taken by any public
or quasi-public authority under the power or threat of eminent domain, then, in such
event, such taking shall be deemed to have occurred on the later of the date on which
the right to compensation and damages accrues under the law applicable to the
Premises, or the date on which said public or quasi-public agency takes actual physical
possession of the Premises, and thereupon this Lease shall terminate with respect to
Landlord's and Tenant's future obligations hereunder, but said termination shall not
affect Landlord's and Tenant's rights to any compensation or damages for, on the
account of,or arising out of such taking.
18.2 Partial Taking; Termination, If a substantial portion of the Premises
should be taken so as to impair materially the use of the Premises as contemplated by
this Lease as determined in the reasonable discretion of Tenant,then on the later of the
date on which the right to compensation and damages accrues under the law applicable
to the Premises, or the date on which such public or quasi-public agency takes
possession of such portion of the Premises and Tenant no longer has full possession of
such portion, this Lease shall, at Tenant's election, terminate with respect to the future
obligations Of Landlord and Tenant hereunder, but said termination shall not affect
Landlord's or Tenant's rights to any compensation or damages for, on account of, or
arising out,of such taking. In the event of such a taking, Landlord shall be entitled to
receive all sums in the award of damages and compensation arising by reason of such
taking allocable to the fee title to the Premises valued as unimproved and encumbered
by this Lease and Tenant shall be entitled to receive an amount therefrom equal to the
value of the improvements and the value of Tenant's Leasehold Estate.
18.3 Partial Taking; No Termination: Reconstruction. If a taking shall occur
which does not result in termination of this Lease as provided in Sections 18.1 and 18.2
above, but which requires the portion of the Premises not so taken to be reconstructed
and restored so as to be constituted an architecturally complete unit suitable for use by
Tenant, all compensation and damages payable for or on accountof such taking shall
be paid to Tenant. Such compensation and damages shall be used by Tenant to
reconstruct and restore the portion of the Premises not so taken to an architecturally
complete unit suitable for use by Tenant. The balance of any compensation and
damages remaining after the reconstruction and restoration contemplated by this
Section 18.3 shall be paid to Landlord to the extent of the value of fee title to the portion
of the Premises taken valued as unimproved and encumbered by this Lease and the
balance shall be paid to Tenant.
18.4 Partial Taking: No Termination: No Reconstruction. If a taking shall occur,
which does not result In a termination of this Lease as provided in Sections 18.1 and
18.2 above, and which does not require any portion of the Premises not so taken to be
reconstructed and restored so as to constitute an architecturally complete unit suitable
for use by Tenant, Landlord shall be entitled to receive that portion of the award
61147.00310\32570502.1 9
allocable to the fee title to the portion of the Premises taken valued as unimproved and
encumbered by this Lease and Tenant shall be entitled to: (a) the value of that portion
of Tenant's Improvements and Leasehold Estate taken; and (b) any compensation
payable in respect of Tenant's trade fixtures or relocation expenses.
18.5 Taking of Leasehold Estate. No taking of Tenant's leasehold estate in the
Premises or any part thereof without a taking of the fee shall terminate or give Tenant
the right to surrender this Lease, nor excuse the taker .of such leasehold estate,
including any successor In interest thereto, from full performance of the covenants for
the payment of rent and other charges or any other obligations hereunder capable of
performance by the taker of such leasehold estate, including any successor in interest
thereto, after any such taking, but in such case, all compensation and damages payable
for or on account of such taking shall be payable to and be the sole property of Tenant.
18.6 Relocation Benefits and Goodwill. Anything contained in this Section 18
to the contrary notwithstanding, all compensation, damages, reimbursements or other
benefits payable to Tenant or Tenant's subtenants, licensees and concessionaires for or
in connection with any relocation, displacement, inability to relocate, loss of business or
loss of goodwill resulting from or In connection with any taking covered by this Section
18 and which are specifically and separately awarded to Tenant or Tenant's subtenants,
licensees and concessionaires, shall be payable to and be the sole property of Tenant
or Tenant's subtenants, licensees and concessionaires, as appropriate.
18.7 Trade Fixtures and Equipment. In the event of any taking of any portion of
the Premises, Tenant shall be entitled to receive all compensation and damages arising
from such taking and payable for or on account of Tenant's trade fixtures and
equipment at any time located on the portion of the Premises so taken.
19. DEFAULTS BY TENANT AND LANDLORD'S REMEDIES
19.1 Events of Default. The occurrence of any one or.more of the following
events shall constitute a material default and breach of this Lease by Tenant:
A. Any failure by Tenant to pay the rent required hereunder or to make
any other payment required to be made by Tenant hereunder, as and when due, where
such failure continues for ten-(10) or more business days after written notice thereof
from Landlord.
B. Any failure by Tenant to observe and perform any other provision of
this Lease to be observed or performed by Tenant (including, without limitation,
Tenant's failure to meet its obligation to obtain the certificate of occupancy within the
time required by section 5 hereof), where such failure continues for thirty(30) business
days (or, if thisLease specifically sets forth a shorter time period for performance,
where such failure continues for such shorter time) after written notice thereof by
Landlord to Tenant; provided. that if the nature'of such default is such that the same
61147.00310'32570302.1 10
cannot be reasonably cured within such thirty(30) business day period Tenant shall not
be deemed to be in default If Tenant shall within such thirty (30) business days
commence such cure and thereafter diligently prosecute the same to completion.
19.2 Landlord's Option to Terminate or Seek Specific Performance. in the
event of any default by Tenant after expiration of any applicable cure period, then in
addition to any otherremedies available to Landlord at law or in equity, Landlord shall
have the option to terminate this Lease and all rights of Tenant hereunder by giving
written notice of such intention to terminate. If Landlord shall so elect to terminate this
Lease,then Landlord shall be entitled to all remedies provided by law and if Landlord
elects not to terminate this Lease, then Landlord shall be entitled to seek specific
performance and recover from Tenant all attorney's fees and costs incurred by Landlord
in connection therewith. In the event that Landlord shall so elect to terminate this Lease
then Landlord may recover from Tenant:
A. The worth at the time of award of any unpaid rent which had been
earned at the time of such termination;plus
B. The worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the
amount of such rental loss Tenant proves could have been reasonably avoided; plus
C. The worth at the time of award of the amount by which the unpaid rent
for the balance of the term (including any exercised extension term) after the time of
award exceeds the amount of such rental loss that Tenant proves could be reasonably
avoided; plus
D. Any other amount reasonably necessary to compensate Landlord
for all the detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result there
from; and
E. At Landlord's election, such other amounts in addition to or in lieu of
the foregoing as may be permitted from time to time by applicable law.
As used in subparagraphs A. and B. above, the "worth at the time of
award" is computed by allowing interest at the rate set forth In Section 19.5 below. As
used in subparagraph C above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent.
19.3 Landlord's Right of Entry. In the event of any such default by Tenant,
Landlord shall also have the right, with or without terminating this Lease, to reenter the
Premises and remove all persons and property there from by summary proceedings or
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otherwise, such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Tenant.
19.4 No Election to Terminate Without Written Notice. No reentry or taking
possession of the Premises by Landlord pursuant to this Section shall be construed as
an election to terminate this Lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Landlord may at any time after such reletting elect to terminate this Lease
for any such default by Tenant.
19.5 Interest. Except as otherwise expressly provided herein, should Tenant
fail to pay any amount due to Landlord within ten (10) business days after the date the
same is due and payable, the amount past due and unpaid shall commence to bear
interest on the eleventh (11th) business day after the due date at the prime rate then
being charged by the Bank of America, N.A., or its successor, plus three percent (3%)
per annum, but not to exceed the maximum rate of interest allowed by law. Payment of
such interest shall not excuse or cure any default by Tenant under this Lease.
19.6 Late Chancre. Tenant acknowledges that late payment by Tenant to
Landlord of Rent under this Lease will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of such costs being extremely difficult or impracticable
to fix. Such costs include,,but are not limited to, processing and accounting charges, or
late charges and penalties due to late payment of real property taxes.due on the
Premises. Therefore, If any installment of Rent or any other charge due from Tenant Is
not received by Landlord within ten (10) business days after the date such payment is
due(the "Grace Period"), Tenant shall pay to Landlord an additional sum equal to three
percent(3%)of the amount overdue as a late charge for every month or portion thereof
that the Rent remains unpaid, plus $100 shall be added to the payment and the total
sum shall become immediately due and payable. The parties agree that this late
charge represents a fair and reasonable estimate of the costs that Landlord will incur by
reason of the late payment by Tenant. Acceptance of any late charge shall not
constitute a waiver by Landlord of Tenant's default with respect to the overdue amount
and shall not prevent Landlord from exercising any of the other rights and remedies
available to Landlord for any other breach of Tenant under this Lease.
20. WAIVER OF CALIFORNIA CODE SECTIONS
Tenant and Landlord waive(for themselves and all persons claiming under them)
, the provisions of Civil Code Sections 1932(2) and 1933(4) with respect to the
destruction of the Premises. Tenant waives (for itself and all persons claiming under
tenant)the provisions of Civil Code Sections 1941 and 1942 with respect to Landlord's
repair duties and Tenant's right to repair. Landlord and Tenant waive (for themselves
and all persons claiming under them)the provisions of Code of CMI Procedure Section
1265.130, allowing either party to petition the Superior Court to terminate this Lease in
the event of a partial taking of the Premises by condemnation as herein defined. This
61147.00310O325705O2.I 12
•
waiver applies to future statutes enacted in addition or In substitution to the statutes
specified herein.
21. MEMORANDUM OF LEASE
A Memorandum of Lease, substantially in the form attached to this Lease as
Exhibit B, shall be completed and executed by both parties concurrently with the
execution of this Lease. Such Memorandum of Lease shall be recorded forthwith upon
execution of this Lease.
22. ASSIGNMENT, SUBLETTING AND ENCUMBRANCE
Tenant may sublet the whole or any part of the Premises. Subject to the
foregoing, Tenant shall not assign or transfer this Lease or any interest herein or right
granted hereby without the written consent of Landlord, which shall not be unreasonably
withheld, delayed or conditioned.
23. MISCELLANEOUS
23.1 Notices. Any notice or document required or permitted to be delivered.
hereunder shall be deemed to be delivered and received whether actually received or
not: (I) twenty-four (24) hours after sent by UPS, Airborne, Federal Express, or a
comparably reliable national air courier service (i.e., one which delivers service in at
least 48 states) provided that any such courier service provides written evidence of
delivery; or (iii) seventy-two (72) hours after deposited In the United States Mail,
postage prepaid, Registered or Certified Mail, Return Receipt Requested, addressed to
the parties hereto at the respective addresses set out opposite their names below, orat
such other addresses as they have theretofore specified by written notice delivered in
accordance herewith:
LANDLORD: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
TENANT: SJC Mission Ventures LLC
610 Newport Center Drive, Suite 1520
Newport Beach,CA 92660
Attention: Dan M.Almquist
23.2 No Waiver. One of more waivers of a breach of any covenant, term or
condition of this Lease by either party shall not be construed by the other party as any
waiver of a subsequent breach of the same covenant,term or condition. The consent or
approval of either party to or of any act by the other party of a nature requiring consent
61147.00310%32370502. I 13
or approval,shall not be deemed to waive or render unnecessary consent to or approval
of any subsequent or similar act.
23.3 No Partnership. Nothing herein contained, either In the method of
computing rent or otherwise, shall create between the parties hereto, or be relied upon
by others as creating, any relationship of partnership, association, joint venture, or
otherwise. The sole relationship of the parties hereto shall be that of landlord and
tenant.
23.4 Governing Law. The laws of the State of California shall govern' the
validity, performance and enforcement of this Lease. Should either party Institute legal
suit or action for the interpretation of this Lease or the enforcement of any obligation
contained herein, the venue of such action shall be in Orange County, California, and
both parties expressly consent to such venue. Although any printed provisions of this
Lease may have been drawn by one party or the other, this Lease represents the
negotiated agreement of the parties and shall not be construed against either party as a
result thereof.
23.5 Attorneys' Fees. If at any time during the Term of this Lease, or
thereafter, either Landlord or Tenant shall institute any action or proceeding against the
other relating to the provisions of this Lease or any default hereunder, then the
unsuccessful party In such action or proceeding shall reimburse the prevailing party
therein for the actual attorneys' fees and costs of suit reasonably incurred by the
prevailing party. The "prevailing party' as used in this Lease includes a party who
dismisses an action for recovery hereunder in exchange for sums allegedly due,
performance of covenants allegedly breached or consideration substantially equal to the
relief sought in the action.
23.6 Binding Effect. The terms and agreements as contained in this Lease shall
apply to, run in favor of and shall be binding upon and inure to the benefit of the parties
hereto, and their respective heirs, executors, administrators, personal representatives
and assigns and successors In Interest.
23.7 No Prior Agreements. It is understood that there are no oral agreements
or representations between the parties hereto affecting this Lease, and this Lease
supersedes and cancels any and all previous negotiations, arrangements, brochures,
agreements or representations and understandings, if any, between the parties hereto
or displayed by either party to the other with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease. Except as otherwise
expressly set forth herein, there are no other representations or warranties between the
parties and all reliance with respect to representations is solely upon the
representations and agreements contained in this document. Notwithstanding the
foregoing,the Exclusive Right to Negotiation, dated October 18, 2018, which the Parties
executed shall be unaffected by this Lease and shall continue to operate according to
Its terms.
61147.00310132370502.1 14
23.8 Authority of Signatories. The parties executing this Lease on behalf of
Tenant hereby covenant and warrant that Tenant is a duly qualified and existing
California limited partnership and all franchise and other taxes have been paid to date;
and all future forms, reports, fees and other documents necessary to comply with
applicable law will be filed when due. Each individual executing this Lease on behalf of
Tenant represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of Tenant in accordance with the bylaws or other governing
documents of Tenant, and that this Lease is binding upon Tenant in accordance with its
terms. 'The parties executing this Lease on behalf of Landlord hereby represent and
warrant that this Lease is authorized in accordance with all applicable Governmental
Requirements, and upon execution by the signatories for Landlord, this Lease is binding
upon Landlord in accordance with its terms. Each individual executing this Lease on
behalf of Landlord represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of Landlord.
23.9 Titles for Convenience Only. The titles of articles and sections herein are
for convenience only and do not in any way define, limit or construe the contents
thereof.
23.10 Invalidity of Provisions. If any provision of this Lease shall be determined
to be void by any court of competent jurisdiction, then such determination shall not
affect any other provisions of this Lease and all such other provisions shall remain in full
force and effect; and it is the intention of the parties hereto that If any provision of this
Lease is capable of two constructions, only one of which would render the provision
valid,then the provision shall have the meaning which renders it valid.
23.11 Excusable Delay. Any prevention, delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable
substitutes therefore, governmental restrictions, governmental regulations,
governmental controls, governmental delays, enemy or hostile governmental action,
civil commotion, fire or other casualty, natural disaster and other causes beyond the
reasonable control of the party obligated to perform any term, covenant or condition of
this Lease (each an "Excusable Delay"), shall excuse the performance by such party for
a period equal to any such prevention, delay or stoppage.
The inability of the Tenant to obtain a satisfactory commitment from a
construction lender for the improvement of the Premises or to satisfy any other condition
of this Lease relating to the development of the Premises shall not be deemed to be a
force majeure event or otherwise provide grounds for the assertion of the existence of a
delay under this Section. The parties hereto expressly acknowledge and agree that
changes in either general economic conditions or changes In the economic assumptions
of any of themthat may have provided a basis for entering into this Lease and that
occur at any time after the execution of this Lease, are not force majeure events and do
not provide any party with grounds for asserting the existence of a delay in the
performance of any covenant or undertaking that may arise under this Lease. Each
61147.0031032570302.i 15
party expressly assumes the risk that changes in 'general economic conditions or
\. changes in such economic assumptions relating to the terms and covenants of this
Lease could impose an inconvenience or hardship on the continued performance of
such party under this Lease, but that such inconvenience or hardship is not a force
majeure event and does not excuse the performance by such party of its obligations
under this Lease.
23.12 Hazardous Materials. The parties agree as follows:
A. At all times and in all respects, Tenant shall comply with all
Governmental Requirements, including, but not limited to, the Federal Water Pollution
Control Act (33 U.S.C. Section 1251, et seq.). Resource Conversation & Recovery Act
(42 U.S.C. Section 6901 et seq.), Safe Drinking Water Act (42 U.S.C. Section 300(f) et
seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 .et seq.), the Clean Air Act
(42 U.S.C. Section 7401 et seq.), Comprehensive Environmental Response of
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), California Health &
Safety Code (Sections 25100 et seq. and 39000 et seq.), California Water Code
(Section 13000 et seq:), and other comparable state laws ("Hazardous Materials Laws")
relating to industrial hygiene, environmental protection or the use, analysis, generation,
manufacture, storage, disposal or transportation of any oil, flammable explosives,
asbestos, urea formaldehyde, radioactive materials or waste,or other hazardous, toxic,
contaminated or polluting materials, substances or wastes, including, without limitation,
any `hazardous substances", "hazardous wastes", "hazardous materials" or °toxic
substances" under any such Hazardous Materials Laws (collectively 'Hazardous
Materials").
B. Tenant shall in all respects handle, treat, deal with and manage
any and all Hazardous Materials In, on, under or about the Premises in total conformity
with all applicable Hazardous Materials Laws and prudent industry practices regarding
management of such Hazardous Materials.
C. Tenant and Landlord shall immediately notify the other in writing of:
(I) any enforcement, cleanup, removal or other governmental or regulatory action
instituted, completed or threatened pursuant to any Hazardous Materials Laws; (ii) any
claim made or threatened by any person against Tenant, the Premises, or any
building relating to damage, contribution, cost recovery compensation, loss or injury
resulting from or claimed to result from any Hazardous Materials; and (Iii) any reports
made to any environmental agency arising out of or concerning hazardous substances
located upon the Premises pursuant to the provisions of California Health and Safety
Code Section 25359.7. The parties hereby agree that'thls Section 23.12 constitutes the
notice required pursuant to said statute and the parties hereby waive their right to
further notice pursuant to such statute to the extent described herein. The parties
acknowledge that Tenant shall maintain and use certain substances upon the Premises,
which may be classified as "hazardous substances" to clean, maintain and operate the
Premises. The parties acknowledge that the use of any of such substances which may
be a 'hazardous substance" within the scope of Health and Safety Code Section
61147.00310132570502. 1 16
•
25359.7 shall not constitute a breath of this Lease and shall require no further notice
from Tenant. Tenant agrees, however, that the use of other hazardous substances
upon the Premises are not subject to the terms of this notice and waiver and Tenant
shall be obligated to report the existence of such other hazardous substances pursuant
to the requirements of Health and Safety Code Section 25359.7. In no event shall
Tenant be responsible for the removal of hazardous substances or Hazardous Materials
from the Premises that were in existence on the Execution Date.
23.13 No Relocation Assistance. Tenant acknowledges that it is not entitled to
relocation assistance or any other benefits under the California Relocation Assistance
Act (Government Code Section 7260, et seq.), the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C.A. §4601, et
seq.),or any other provisions of law upon cancellation or termination of this Lease.
23.14 Possessory interest Tax. By executing this Lease and accepting the
benefits thereof, Tenant may be creating a property interest known as "possessory
interest" which may be subject to property taxation. Tenant, as the party in whom the
possessory Interest is vested, shall be responsible for the payment of all property taxes,
if any, levied upon such interest. Tenant acknowledges that the notice required under
California Revenue and Taxation Code section 107.8 has been provided.
23.15 Quiet Enjoyment.Tenant shall and may peaceably and quietly have, hold,
and enjoy the Premises in accordance with the provisions hereof.
23.16 Determination. Except as otherwise expressly provided herein, all
approvals, elections, consents, agreements, determinations, options and actions of City
required pursuant to this Lease shall not be unreasonably withheld, determined, made
or taken.
23.17 im . Time is of the essence with respect to the performance or
observance of each of the obligations, covenants and agreements under this Lease.
Except where expressly stated to be "business days", the word "days" shall mean
"calendar days", and shall include any holiday. "Business day" shall mean any day on
which the City Hall is open to the public for City operations.
23.18 Gender. As used herein, the neuter gender includes the feminine and
masculine, the masculine Includes the feminine and the neuter and feminine includes
the masculine and the neuter, and each includes, limited liability companies,
partnerships or other legal entities when the context so requires.
23.19 Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument. The parties may execute and
electronically deliver copies of this Lease and/or counterpart signature pages, which
61147.00310112370502. 1 17
electronic copies shall be equally as effective as delivery of original executed
counterparts.
23.20 Amendments. Landlord and Tenant may amend this Lease at any time
provided that such amendments make specific reference to this Lease, are executed in
writing, approved by the City Council following any required public hearing or noticing,
and are signed by.a duly authorized representative of each organization. Amendments
shall not invalidate this Lease but may relieve or release either party from certain
obligations contained herein.
24. OPTION TO PURCHASE. In consideration for the execution and delivery of this
Lease and payment by Tenant to Landlord of the sum of One Hundred and 00/100
Dollars ($100.00), Landlord hereby grants to Tenant the sole andexclusive right and
option to purchase the Premises("Option")from Landlord exercisable by Tenant at any
time following the date that is at least twelve (12) months following the issuance of the
final certificate of occupancy for the Planned Expansion, with the option purchase price
("Purchase Price") to be established by an appraisal to be prepared by an appraiser
mutually acceptable to Landlord and Tenant. The Purchase Price shall be equal to the
fair market value of the Premises as of the Execution Date, valued as unimproved
("Premises Fair Market Value"). The Premises Falr Market Value shall be established
within ninety (90) days after the Execution Date. The Tenant and Landlord shall
mutually agree on the appraiser to be used for purposes of determining the Premises
Fair Market Value. Tenant may exercise the Option upon written notice to Landlord
("Notice of Exercise"), but only following a date that is at least,twelve (12) months
following the issuance of the final certificate of occupancy for the Planned Expansion.
Upon Tenant's delivery of a Notice of Exercise to Landlord, Landlord and Tenant shall .
forthwith execute, date and deliver the form of Agreement of Purchase and Sale and
Joint Escrow Instructions In substantially the form attached hereto as Exhibit C (the
"Purchase Agreement"), with the Purchase Price inserted Into Section 1.2 thereof and
one executed original Purchase Agreement to be deposited with Ticor Title Company
("Escrow Holder"), and shall thereafter close the purchase and sale of the Premises In
accordance with the Purchase Agreement. Landlord and Tenant shall execute and
deliver to Escrow Holder such supplemental,"standard"and/or additional instructions as
may be reasonably required by Escrow Holder. The Purchase Price shall be subject to
increase on January 1 of each year commencing January 1, 2021, based upon the
Increase, if any, in the"Index", as defined below determined by multiplying the Purchase
Price by a fraction, the numerator of which is the "Current Index Number" and the
denominator of which is the "Base index Number. The "Base Index Number shall be
the level of the Index for January 1, 2020; the"Current Index Number" shall be the level
of the Index for the month of December immediately preceding the increase effective
date;the"Index" shall be the Consumer Price Index for All Urban Consumers, published
by the Bureau of Labor Statistics of the United States Department of Labor for Los
Angeles-Long Beach-Anaheim (comprised of Los Angeles and Orange Counties in the
State of California), All Items (1982-84=100), or any successor index thereto as
hereinafter provided. if publication of the Index Is discontinued, or If the basis of
61147.0010\12370502.1 18
calculating the index is materially changed,then the parties shall substitute for the Index
comparable statistics as computed by an agency of the United States Government or, if
none, by a substantial and responsible periodical or publication of recognized authority
most closely approximating the result which would have been achieved by the Index.
Landlord shall not encumber the Premises or grant any easement or other right therein
without the written approval of Tenant, 'which approval shall not be unreasonably
withheld. In the event a parcel map or lot line adjustment is required in order to convey
the Premises pursuant to,this Option,Tenant shall prepare and submit,at Tenant's sole
cost and expense;the necessary application for such entitlement.
IN WITNESS WHEREOF,the parties hereto have executed this Lease as of the
date first above written.
TENANT: SJC MISSION VENTURES LLC,
a California limited liability company
By:
Dan M.Almquist, Manager
LANDLORD: CITY OF SAN JUAN CAPISTRANO
te, i e /
Se
Benjamin Siegel, City Manader
ATTEST:
rie,MoKae
Clerk -
Approved as to Form:
sfl
Jeff Ballinger, City Attorney
61147.0031M25'70502.1 19
1.
•
•
calculating the Index is materially changed, then the parties shall substitute for the Index
comparable statistics as computed by an agency of the United States Government or, if
none, by a substantial and responsible periodical or publication of recognized authority
• most closely approximating the result which would have been achieved by the Index.
Landlord shall not encumber the Premises or grant any easement or other right therein
without the written approval of Tenant, which approval shall not be unreasonably
withheld. In the event a parcel map or lot line adjustment is required in order to convey
the Premises pursuant to this Option, Tenant shall prepare and submit, at Tenant's sole
cost and expense, the necessary application for such entitlement.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date first above written.
TENANT: SJC MISSION VENTURES LLC,
a California limited liability company
r"‘\
• Dan M. Almquist, Manager
•
LANDLORD: CITY OF SAN JUAN CAPISTRANO
By:
Benjamin Siegel, City Manager
ATTEST:
•
Maria Morris, City Clerk
•
Approved as to Form:.
•
Jeff Ballinger, City Attorney
•
61147.00310\32570$02. 1 19
•
•
.
EXHIBIT A
DEPICTION OF THE PREM ISES
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tvili2.4V.O.,'",..'
r ;. # j° ,..%•-,..•-,;-4:1.� �' s s.�.p t ® DEPICTION OF THE PREMISES
—40,,,.,,,. .,1
;-' .
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,:.
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1 1 1
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J ». .. ...`fig. F 4 •141: *a-'1,- .f±.. ` �' rci•t1 r.YSe`i..
61147.00310132570302. I 20
I
Recorded in Official Records,Orange County
Hugh Nguyen,Clerk-Recorder
11111 -
Ill H -
MI rill 97.00
S R 0 0 1 1 5 3 6 0 3 5 $ 4
2020000098010 11:15 am 03105120
214 Sec2A M11 5
n.nn.ann.n.00'0.0012.00 0.00 0.000.0075.00 3.00
EXHIBIT B
MEMORANDUM OF LEASE
When recorded,return to:
SJC MISSION VENTURES LLC
do Frontier Real Estate Investments
810 Newport Center Drive,Suite 1520
Newport Beach,CA 92860
Attn: Dan M.Almquist,
APN:Portions of 121-141-25&28 (Space Above for Recorders Use)
MEMORANDUM OF GROUND LEASE WITH OPTION TO PURCHASE
' This MEMORANDUM OF GROUND LEASE WIT OPTION TO PURCHASE
("Memorandum"), dated to be effective as of 11 ,.. ,A , 2020, is entered into by
CITY OF SAN JUAN CAPISTRANO, a munipal co •oration and general law city
("Landlord"),end SJC MISSION VENTURES LLC, a California limited liability company
("Tenant").
1. Grant of Lease: Term. Landlord leases to Tenant, and Tenant leases
from Landlord, those certain premises In the City of San Juan Capistrano, County of
Orange, State of California more particularly described on Exhibit A attached hereto
and Incorporated herein("Premises"),for an initial term of five(6)years,with an option
for Tenant to extend for an additional five (5) years, subject to the provisions of that
certain Ground Lease with Option to Purchase between the parties hereto, dated
, 2020("Lease"). The provisions of the Lease are incorporated herein
this re erence. Pursuant to the Lease, Tenant has the option to purchase the
Premises for fair market value as established by appraisal.
2. purpose. This Memorandum is prepared for the purpose of reoordation
only, and it In no way modifies the provisions of the Lease. In the event of any
inconsistency between the provisions of this Memorandum and the Lease, the
provisions of the Lease shall prevail.
3. Miscellaneous. The parties have executed this Memorandum of Lease
as of the date first set forth above on the dates and at the places indicated in their
• acknowledgments below.
61147.00310112S70502.1 21
I '
4. Termination. When the Lease expires or Is terminated by reason of
Tenant's exercise of the option to purchase the Premises, Tenant and Landlord shall
execute and deliver a termination of this Memorandum in form for recordation.
TENANT:
SJC MISSION VENTURES LLC,
a California limited liability company
By: ^-
Dan M.Almquist, Manager
LANDLORD:
CITY OF SAN JUAN CAPISTRANO BY:
A S : = - gamin :)- , Cit anager
1 � '
Ma la- • •-, City Cie 1
Approved as to Form:
Jef aI n r, City tto�( mey
61147.00310\32370SD2.1 22
PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document,to which this certificate is attached,and not the
truthfulness,accuracy,or validity of that document.
State of California )
County of Orange ) ss.
City of San Juan Capistrano )
(Gov't Code 40814 & Civil Code 1181)
On February 5, 2029, befbre me, Maria Morris, City Clerk, . personally appeared
Beniamin Siegel,City Manager and Jeff Ballinger,City Attorney,who proved to me on the basis
of'satisluetoy evidence to the be person(s)whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity
(ics),and that by his/her/there signature on the instrument the person(s),or the entity upon behalfof
which the.person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws.ofthe State of California that the foregoing
paragraph is true and correct.
(SEAL) /
.WI.ITIESS m hand and official seal.
( "A•
Maria 11Iorris,City Clcr•
OPTIONAL
Capacity Claimed by Signers Description of Attached Document
Title or Type a or Document
City Manager
City Attorney Purchase or Ground Lease with Option to
t urchase
SIC Mission Ventures LLC
Title
Signer is Representing
City of San Juan Capistrano
•
ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached,and not the
truthfulness, accuracy,or validity of that document.
STATE OF CALIFORNIA )
)ss.
COUNTY OF ORANGE )
On be 1U 4 , 2020, before me, Z• 5OQ. ensen ,a Notary
Public, personally appeared DAN M. ALMQUI T,who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same In his authorized •
capacity, and that by his signature on the instrument the person,or the entity upon
behalf of which the person acted, executed the Instrument.
I certify under PENALTY OF PERJURY under the laws of the Stateof California that r
the foregoing paragraph Is true and correct,
WITNESS my hand and official seal.
• •.v.. ti. J JORGENSEN
.. �' Couu.A 2228738 N
1, f Now vvatx•aulotto
ORW31 CCM,
Signatureqt.)9 (Seal) uewe Exo.fI7.(0.2072
61147.00310132570502.1 24
•
1
EXHIBIT A
DESCRIPTION OF THE PREMISES
4•,,t,',••••4•13;0 t 6 r �'- .. -=� t D DEPICT[ON OF THE PREMISES
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ice- Y1 ..v^ ,t •
1
•
EXHIBIT C
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (this "Agreement") is made as of the day of . 202_
(the "Effective Date"), by and between CITY OF SAN JUAN CAPISTRANO, a
municipal corporation and general law city ("Seller"), and SJC MISSION VENTURES
LLC, a California limited liability company, or assignee or nominee ("Buyer").
Recitals
A. Seller is the owner of certain real property located in the City of San Juan
Capistrano, County of Orange, State of California, more particularly described in
Exhibit"A" attached hereto and incorporated herein by this reference(the"Property").
B. Seller, as Landlord, and Buyer, as Tenant, have previously executed a
Ground Lease with Option to Purchase dated as of . 2020, regarding the
Property (the "Option Agreement"). Buyer has exercised its option to purchase the
Property pursuant to the Option Agreement and this Agreement is being executed and
delivered by the parties pursuant to such exercise. Capitalized terms not defined herein
shall have the meanings set forth in the Option Agreement.
C. Seller desires to sell the Property to Buyer and Buyer desires to purchase
the Property from Seller on the terms and conditions contained In this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Sale of Property; Purchase Price
1.1 Sale of Property. Seller shall sell to Buyer and Buyer shall purchase from
Seller, the Property at the price and upon the terms and conditions set forth in this
Agreement.
1.2 Purchase Price. Buyer shall pay to Seller as the total purchase price for
the Property (the.Purchase Price") the sum of • and 00/100 Dollars
($ .00). Buyer shall deposit such amount in Immediately available funds into
Escrow(as defined below) no later than one (1) business day before the Closing Date
(as defined below).
2. Escrow; Closing Conditions; Certain Agreements of the Parties
2.1 Escrow. No later than five (5) business days after the Effective Date,
Buyer and Seller shall open an escrow (the "Escrow") with Ticor Title Company (the
"Escrow Holder") and shall deliver a fully executed copy of this Agreement to Escrow
61147.00310%32570502. I 26
Holder. The deposit with Escrow Holder of a fully executed original of this Agreement
shall constitute the opening of Escrow and authorization to Escrow Holder to act in
accordance with the terms of this Agreement. Escrow Holder's standard provisions shall
apply and become a part hereof; provided, however, if there is any conflict or
inconsistency .between 'such standard provisions and this Agreement, then this
Agreement shall be controlling.
2.2 Closing Date. Escrow shall close on or before thirty (30)days after Buyer
has given its Notice of Exercise pursuant to the Option Agreement ("Closing Date").
Notwithstanding the foregoing, Buyer's obligation to consummate the purchase of the
Property shall be subject to and conditioned upon the satisfaction or waiver of all
conditions to the Closing set forth In this Agreement(including, without limitation, (i)the
condition that all items described in Paragraph 2.5 below shall have been deposited
with Escrow Holder, and (il) the condition that the Title Company (as•defined in
Paragraph 2.3 below) has unconditionally committed to issue the Title Policy(as defined
in Paragraph 2.3 below)), and the Closing Date shall be extended until 'all such
conditions have been satisfied or waived.
2.3 Title and Title Insurance. Seller shall convey title to the Property to Buyer
by a grant deed in the form attached hereto as Exhibit B (the "Grant Deed"). At the
Closing, Ticor Title Company (the "Title Company"), shall issue at Seller's expense,
through Escrow a CLTA Owner's Policy of Title insurance (the `Title Policy") insuring
fee title to the Property vested In Buyer with liability in the amount of the Purchase
Price, subject only to the title exceptions approved in writing by Buyer ("Approved
Exceptions"). Buyer may elect to obtain ALTA extended coverage and In such case
Buyer shall pay the additional cost of such coverage pursuant to Paragraph 2.4.2 below.
2.4 Costs.
2.4.1 Escrow Holder's fees with respect to the Escrowshall be divided
equally between Seller and Buyer.
2.4.2 Seller shall pay the premium for a CLTA extended Standard Policy
of Title Insurance.The additional cost for an ALTA Owner's Policy, if selected by Buyer,
and any endorsements to the Title Policy requested by Buyer shall be paid for by Buyer.
Buyer shall pay all costs and expenses, If any, Incurred in connection with obtaining a
survey of the Property.
2.4.3 Seller shall pay all expenses and charges incurred in connection
with the discharge of monetary liens or monetary encumbrances on the Property, other
than those created by or made through Buyer.
2.4.4 Each party shall be responsible for payment of the fees and
expenses of its counsel relating to this Agreement and the transactions contemplated
hereby.
61147.00310132570502.1 27
•
2.4.5 Any city or county documentary or transfer taxes shall be paid by
Seller. The Buyer shall pay any recording fees, survey fees, and costs of preparing and
recording the Grant Deed.
2.4.6 Any other closing costs or charges shall be paid by the party that
customarily pays such costs or charges in the County of Orange, California.
2.4.7 Rent shall be prorated as of the Closing and Buyer shall be credited
with any rents for the period from and including the day of the Closing.
2.5 Deposit of Documents and Funds by Seller. Seller shall deposit with
Escrow Holder the following items no later than one (1) business day prior to the
Closing Date, duly executed and acknowledged where required:
2.5.1 The Grant Deed.
2.5.2 A completed California Franchise Tax Board Form 593-C and an'
affidavit certifying that Seller is not a"foreign person" as defined in the Internal Revenue
Code.
2.5.3 All funds and documents as may be reasonably required by Escrow
Holder or the Title Company to close the Escrow in accordance with this Agreement.
2.6 Deposit of Documents and Funds by Buyer. Buyer shall deposit with
Escrow Holder the following Items no later than one (1) business day prior to the
Closing Date,duly executed and acknowledged where required:
2.8.1 The balance of the Purchase Price plus such additional funds as
are required to pay Buyer's costs and prorations as provided In Paragraph 2.4 above,
less any credits Buyer is entitled to hereunder.
2.6.2 A completed and originally executed Preliminary Change of
Ownership Report in the form required by the Orange County Recorder's Office (the
"Change of Ownership Report").
2.6.3 All other funds and documents as may be reasonably required by
Escrow Holder or the Title Company to close the Escrow in accordance with this
Agreement.
2.7/ Delivery of Documents and Funds at Closing.The performance of the acts
set forth in this Paragraph shall constitute the "Closing" as such term Is used in this
Agreement. The Escrow Holder shall conduct the Closing by recording and distributing
the following described documents and funds in the following manner
61147.00310132370302.1 28
2.7.1 Deliver to Seller on the Closing Date immediately available funds In
the sum of the Purchase Price, and such other funds, if any, due,Seller by reason of
prorations, less Seller's closing costs and prorations, if any, as provided in Paragraph
2.4 above,and any credits Buyer Is entitled to hereunder.
2.7.2 Pay the costs referred to in Paragraph 2.4 above.
2.7.3 Record the Grant Deed in the Office of the County Recorder of
Orange County and simultaneously deliver the Change of Ownership Report to such
Office.
2.7.4 Obtain and deliver the original Title Policy to Buyer and a copy to
Seller.
2.8 Contingencies. The following shall be contingencies to Buyer's obligations
under this Agreement:
2.8.1 All agreements pertaining to the Property, other than agreements that
constitute Approved Exceptions, shall be terminated at or prior to Closing by Seller at
Seller's sole cost and Seller shall pay all sums due with respect thereto and keep
the Property free of any liens therefrom. All representations and warranties of Seller
shall be true and correct at and as of the date of execution of the Option Agreement and
this Agreement, as well as at and as of the Closing Date. Seller shall not be in breach
or default of any of its obligations hereunder or under the Option Agreement.
2.8.2 Issuance of Title Policy. The Title Company shall have irrevocably
committed to issue the Title Policy as of the Closing.
2.8.3 Waiver. The foregoing conditions set forth in Paragraphs 2.8.1 and 2.8.2
above are for the benefit of Buyer and may be waived by Buyer In writing delivered to
Seiler and Escrow Holder. In satisfying the foregoing conditions, Buyer and Seller shall
each exercise good faith, reasonableness and diligence. However, decisions authorized
to be made in the sole discretion of either Buyer or Seller shall be final and not subject
to review or challenge on any basis.
2.8.4 Buyer's Conditions to Closing. Buyer shall not be obligated to proceed to
the Closing and the Closing shall not occur unless and until, in addition to all other
conditions contained in this Agreement, the contingencies set forth above have been
satisfied or waived in writing by Buyer.
2.9 Seller's Conditions to Closing. Seiler shall not be obligated to proceed to
the Closing and the Closing shall not occur unless on or prior to the Closing Date, Buyer
shall have performed all of Buyer's obligations herein that are to be performed prior to
the Closing.
61147.003 io1325703o2. 1 29
2.10 Termination. Upon any termination of this Agreement and the Escrow (if
applicable)for any reason other than either party's default hereunder.
(i) each party shall execute such documents as Escrow Holder may
reasonably require to evidence such termination;
(ii) Escrow Holder shall charge its fees and expenses to both parties equally;
(iii) subject to the provisions of Paragraph (II) above, Escrow Holder shall
return all documents and funds to the party who deposited them; and
(iv) all obligations of either party relating to this Agreement and the Property
shall terminate.
3. Seller's Representations and Warranties. Seller hereby represents and warrants
to Buyer that: (a) Seller has the right and authority to sell the Property to Buyer in
accordance with this Agreement; (b) all representations and warranties of Seller under
the Option Agreement are true and correct at and as of the date of execution of the
Option Agreement and this Agreement, as well as at and as of the Closing Date;and (c)
the transfer of the Property will not result in the violation of any law, ordinance or
regulation.
4. Buyer's Representations and Warranties. Buyer hereby represents and warrants
to Seller that at the date of execution hereof and at and as of the Closing Date: (a)
Buyer is a limited liability company(I) validly existing and in good standing and (ii) duly
authorized, qualified and licensed under any and all laws, ordinances, rules, regulations
and requirements of all governmental authorities to do all things required of ft under or
In connection with this Agreement; and (b) this Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to be
executed by Buyer are duly executed and binding on Buyer.
5. Buyer's Examination of the Property. Buyer represents and agrees as follows:
(i) Prior to the Closing, Buyer will have made its own Independent
investigation of the Property and all other aspects of this transaction,
including, without limitation, the financial value of the Property and
projected future Income and expenses for the Property, and has relied
entirely thereon and on the advice of its Independent consultants(if any)in
entering into this Agreement, and not on any information or material
supplied by or on behalf of Seller.
61147.00316\32570502. i 30
(II) Prior to the Closing, Buyer will have reviewed all instruments, records and
documents which Buyer deemed appropriate or advisable to review,In connection
with the Property and this transaction, and Buyer will have determined that the
information and data contained therein or evidenced thereby was satisfactory to
Buyer.
(Iii) Prior to the Closing, Buyer will be fully satisfied that the Purchase Price is
fair and adequate consideration for the Property.
6. Advice of Counsel. Each party hereby agrees, represents and warrants that it
has had advice of counsel of its own choosing in negotiations for and the preparation of
this Agreement that it has read this entire Agreement, that it has had this Agreement
and each and every provision contained therein fully explained by such counsel, and
that it is fully aware of the contents and legal effect thereof.
7. Commissions and Brokers. Buyer and Seller each represent and warrant to the
other that it has had no dealings with any person, firm, broker or finder in connection
with the negotiations of this Agreement and/or the consummation of the purchase and
sale contemplated herein, and no broker or other person, firm or entity is/are entitled to
any commissions or finder's fee with connection to this transaction as the result of any
dealings or acts of such party. Buyer and Seiler do each hereby indemnify, defend,
protect and hold other harmless from and against any costs, expenses or liability for
compensation, commissions,or charges which may be claimed by any broker,finder, or
other similar party by reason any dealings or act of the indemnifying parties.
8. Attorneys' Fees. If any action or proceeding shall be brought by either party in
order to enforce the provisions of this Agreement, or to collect damages as a result of
the breach of any of the provisions of this Agreement, whether or not such action or
proceeding is pursued to a judgment, the prevailing party shall be entitled to recover all
reasonable attorneys'fees incurred In connection therewith, including costs.
9. Notices. Whenever Escrow Holder or any party hereto shall desire to deliver to
the other any notice, demand, request or other communication, each such notice,
demand, request or other communication shall be in writing, shall be given by personal
delivery, by registered or certified United States mail, return receipt requested, or by
overnight courier, postage prepaid, addressed as follows:
TO BUYER:
SJC MISSION VENTURES LLC
810 Newport Center Drive, Suite 1520
Newport Beach, CA 92660
Attn: Dan Almquist
Phone: 949.302.1389
Fax: 419.502.1343
Email: dan@frontierrel.com
61147.0031032370302. 1 31
•
TO SELLER:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
TO ESCROW HOLDER:
TICOR TITLE COMPANY
1500 Quail Street, 3rd Floor
Newport Beach,CA 92660
Attn: Dawn Niehaus
Direct: 714.289.3349
Fax:949.258.5395
Email:dawn.niehaus c@ticortitle.com
Any such notice, demand, request or other communication shall be deemed effective on
the day of actual delivery or refusal to accept as shown by the addressee's return
receipt. If the date on which any notice required to be delivered hereunder falls on a
weekend or legal holiday, then such notice may be delivered on the next business day
immediately following such weekend or holiday. If the date of Closing shall fall on a
weekend or legal holiday, then such date shall automatically be extended to the next
business day immediately following such weekend or holiday. The foregoing addresses
may be changed by notice given in accordance with this Paragraph.
10. Amendment: Complete Agreement. All amendments and supplements to this
Agreement must be In writing and executed by Buyer and Seller.All understandings and
agreements between the parties regarding the Property are merged into this Agreement
and the Option Agreement, which together fully and completely express the agreement
of the parties regarding the Property. This Agreement has been entered Into after full
investigation of the facts by both parties and neither party has relied on any statement
or representation not embodied in either this Agreement or the Option Agreement. This
Agreement has been drafted through a joint effort of the parties and their counsel and
therefore shall not be construed against either of the parties as the draftsperson.
11. Governing Law, This Agreement shall be governed under the laws of the State of
California.
12. Counterparts, Headings and Defined Terms.This Agreement may beexecuted in
several counterparts each of which shall be an original, but all of such counterparts shall
constitute one such Agreement. The headings used herein are for convenience only
and are not to be construed to be part of this Agreement. For the purposes of this
Agreement, (a)the term including'. means'including without limitation," and(b)when a
time period is specified in this Agreement for the performance of an act or the
61147.00310132370502. 32
occurrence of an event, "days° shall mean 'calendar days,' unless otherwise specified
herein.
13. Time of the Essence.Time is of the essence of this Agreement.
14. Waiver. The waiver by one party of performance of any covenant, condition or
promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by
it of any other covenant, condition or promise. The waiver by either or both parties of the
time for performing any act shall not constitute a waiver of the time for performing any
other act or an identical act required to be performed at a later time. The exercise of
any remedy provided in this Agreement shall not be a waiver of any other remedy
provided by law.
15. Severability. If any one or-more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, Illegal or unenforceable provision,had
never been contained herein.
16. Additional Documents. Each party hereto agrees to perform any further acts and
to execute and deliver any further documents, which may be reasonably necessary to
carry out the provisions of this Agreement.
17. AS-IS Condition of Property. Buyer hereby acknowledges that, except as
expressly stated otherwise in this Agreement, Buyer is purchasing the Property in its
existing condition, strictly "AS-1S°, and will, by the time called for herein, make or have
waived all inspections of the Property that Buyer believes are necessary to protect its
own interest in, and its contemplated use of, the Property. Buyer acknowledges that,
except as otherwise stated in this Agreement, no representations, inducements,
promises, agreements, assurances, oral or written, concerning the Property, or any
aspect of the occupational safety and health laws, Hazardous Substance laws, or any
other act, ordinance or law, have been made by Seller, or relied upon by Buyer. In the
event that Buyer learns that a Seller representation or warranty might be untrue prior to
the Closing, and Buyer elects to purchase the Property anyway, then in that event
Buyer waives any right that it may have to bring an action or proceeding against Seller
regarding said representation or warranty. Any environmental reports, soils reports,
surveys, feasibility studies, and other similar documents which were prepared by third
party consultants and provided to Buyer by Seller or Seller's representatives, have been
or will be delivered as an accommodation to Buyer and without any representation or
warranty as to the sufficiency, accuracy, completeness, and/or validity of said
documents, all of which Buyer relies on at Its own risk. Buyer is advised to retain
appropriate consultants to review said documents and investigate the Property., Buyer
acknowledges and agrees that prior to the expiration of the time specified for the
approval, disapproval or waiver of Buyer's Contingencies, Buyer will have had
disclosure of and full opportunity to review the information contained In the Seller's
61147.00311:02$70502. 1 33
Mandatory Disclosure Statement, the Property Information Sheet, and any other reports
and information provided by Seiler to Buyer, in addition to full opportunity to inspect and
Investigate -the Property, its condition and Buyer's Intended use and development
thereof to the fullest extent deemed necessary or advisable by Buyer. Buyer further
acknowledges all" uses and conditions of the Property identified in such Seller's
Mandatory Disclosure Statement, the Property information Sheet, and any other reports
and information provided by Seller to Buyer, with Buyer hereby waiving any and all
claims and accepting all risks, costs, expenses, liabilities and obligations associated
therewith and/or arising therefrom. Buyer acknowledges that It is a sophisticated owner
and operator of real property and acknowledges that Buyer has accounted for all of the
foregoing in connection with its determination to enter into this Agreement, including
without limitation Buyer's determination of the Purchase Price and the"AS-IS" nature of
Buyer's purchase contemplated under this Agreement. For purposes of this Agreement,
and notwithstanding any other provisions of this Agreement that may be construed to
the contrary, the representations and warranties of Seller in this Agreement shall be
deemed to be made only to the actual knowledge of the undersigned officer(s) of the
Seller as of the Date of Agreement, without,any duty of independent investigation or
inquiry. Except for Seller's express representations and warranties as modified and
limited pursuant to the foregoing, Buyer's election to purchase the Property will be
based upon and will constitute evidence of Buyer's independent investigation and
complete acceptance of the Property, its use, development potential and suitability for
Buyer's intended use, including without limitation the following: the feasibility of
developing the Property for the purposes intended by Buyer and the conditions of
approval for any governmental approvals and entitlements; the size and dimensions of
the Property; the availability, cost and adequacy of water, sewerage and any utilities
serving or required to serve the Property; the presence and adequacy of current or
required Infrastructure or other Improvements on, near or affecting the Property
(Including relating to potential for subsidence); any surface, soil, subsoil, fill or other
physical conditions of or affecting the Property, including without limitation the existence
of Hazardous Substance Conditions, the potential for subsidence, and/or above or
below ground storage tank or clarifier conditions, climate conditions, geological
conditions, drainage conditions, air, water or mineral conditions; the condition of title to
the Property; the existence of governmental laws, statutes, rules, regulations,
ordinances, limitations, restrictions or requirements concerning the use, density,
location or suitability of the Property for any existing or proposed development or use
thereof, including but not limited to zoning, building, subdivision, environmental or other
such regulations; the necessity or availability of any general or specific plan
amendments, rezoning, zoning variances, conditional use permits, building permits,
business permits, environmental impact reports, parcel or subdivision maps and public
reports, requirements of any improvement agreements; requirements associated with
any redevelopment district or redevelopment project area, requirements of the California
Subdivision Map Act, and any other governmental permits, entitlements, authorizations,
approvals or acts (collectively"Permits"); the necessity or existence of any dedications,
taxes, fees, charges, costs or assessments which may be imposed in connection with
any governmental regulations or the obtaining of any required Permits; the presence of
61147.00310%32370502. 1 34
endangered plant or animal species upon the Property; and all of the matters
concerning the condition, use, development or sale of the Property. Buyer hereby
waives any and all claims arising from any of the foregoing and Seller shall not be liable
for any loss, damage, injury or claim by Buyer or any person or property arising.from or
caused by any of the foregoing and/or the use or development of the Property by Buyer.
Except with respect to a breach of Seller's express warranties and representations
contained herein as modified and limited pursuant to the foregoing or a default by Seller
of its obligations under the Agreement, Buyer hereby waives all of its rights in
connection with or arising under the matters referenced in this Section 26.1, including
without limitation Buyer's rights granted under California Civil Code Section 1542, which
provides as follows:
"A general release does not extend to claims that the creditor or releasing party does
not know or suspect to exist in his or her favor at the time of executing the release and
that, if known by him or her, would have materially affected his or her settlement with
the debtor or released party."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYER:
SJC MISSION VENTURES LLC,
a California limited liability company
By:
Dan Almquist, Manager
SELLER:
CITY OF SAN JUAN CAPISTRANO
By:
,Mayor
Maria Morris, City Clerk
Approved as to Form:
Jeff Ballinger, City Attorney
61147.003 10132570502. 1 35
•
•
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
[TO BE PROVIDED IF OPTION IS EXECUTED]
•
•
•
•
•
•
•
61147,Q033O%32370502.1
-36-
•
EXHIBIT B
GRANT DEED
Recording Requested By:
TICOR TITLE
Mall Tax Statement and When Recorded
Mali Document To:
SJC MISSION VENTURES LLC
610 Newport Center Drive, Suite 1520
Newport Beach,CA 92680
Attn: Dan Almquist
Order No.:
APNs:Portions of 121.141-25 and 121-141-26 (Space above this Line roe Recorders Use Only)
The Undersigned Grantor Declares:DOCUMENTARY TRANSFER TAX$ :CITY TRANSFER
TAX$0;
X j computed on the consideration or full value of property conveyed, OR
j computed on the consideration or full value less value of liens and/or encumbrances
remaining at time of sale,
l j unincorporated area;pq City of SAN JUAN CAPISTRANO
GRANT DEED
FOR A VALUABLE CONSIDERATION,RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,CITY OF SAN JUAN CAPISTRANO,A MUNICIPAL CORPORATION
AND GENERAL LAW CITY, HEREBY GRANTS TO SJC MISSION VENTURES LLC,A
CALIFORNIA LIMITED LIABILITY COMPANY,THE REAL PROPERTY IN THE CITY OF SAN
JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN
EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
Dated: ,202
CITY OF SAN JUAN CAPISTRANO,
a municipal corporation and general law city
By:
,Mayor
Maria Morris, City Clerk
Approved as to Form:
Jeff Ballinger, City Attorney
61147,00310132570502.1
-3T-
I ,
Mall Tax Statements to: SAME AS ABOVE
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the
identity of the Individual who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
On ,202_,before me, ,a Notary
Public, personally appeared ,who proved to me on
the basis of satisfactory evidence to be the person(s)whose name(s)Is/are subscribed
to the within instrument end acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies),and that by his/her/their signatures)on the
instrument the person(s), or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph Is true and correct.
WITNESS my hand and official seal.
•
Signature
61147.00310132370302.3
-38'
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY.
[TO BE PROVIDED IF OPTION IS EXECUTED'
•
61147.00310'325703023
-39-