1994-0620_PRICE COMPANY, THE_Disposition and Development Agreement and Promissory Note 2nd Amdi
SECOND AMENDMENT TO
a
DISPOSITION AND DEVELOPMENT AGREEMENT
AND PROMISSORY NOTE
THIS SECOND AMENDMENT ("Second Amendment") is made this ZO day
of, 1994 by and between the SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY (the "Agency") and THE PRICE COMPANY, a California
corporation (the "Developer").
RECITALS
x
A. Agency and Developer are the parties to a Disposition and Development
Agreement dated December 16, 1986 as amended by Amendment dated October 1, 1992
(referred to herein as the "DDA");
B. Pursuant to Section 302 of the DDA, the Agency issued a promissory note
to the Developer (referred to herein as the "Note");
d
C. Attachment No. 5 to the DDA captioned "Scope of Development" provides
in Section IC that the "Site" may not be used for "Auto Dealers or Repair" unless part of the
Price Club operation (referred to herein as the "Restriction");
D. Developer wishes to eliminate the Restriction so that the Developer is able
to lease or sell a portion of the Site to be used by an auto dealership that sells, services and
makes repairs with respect to new and used automobiles and trucks (referred to herein as the
"Auto Business");
E. The Agency is willing to eliminate the Restriction thus permitting an Auto
Business on the Site provided the Agency is permitted to retain an amount equal to Thirty Percent
(30%) of the Tax Revenues generated by the Auto Business subject to all of the other terms and
conditions of this Amendment;
0 0
(2) Paragraph (A)(1) above shall not apply if any provision of this
Second Amendment is held to be invalid, void or otherwise unenforceable by a court of
competent jurisdiction in which case one hundred percent (100%) of the Auto Tax Revenues shall
be treated as Allocated Tax Revenues.
B. In the event an Auto Business commences operations within the
Site and thereafter is replaced with another business, (which is not prohibited under the DDA),
the Tax Revenues from such replacement business shall be included within the term "Allocated
Tax Revenues".
5. Auto Tax Revenues.
J�
A. The Agency shall pay to the Developer during each year from the
date hereof until July 12, 2023, an amount equal to seventy percent (70%) of the Auto Tax
Revenues. Such amount shall be paid quarterly within thirty (30) days after receipt by the City
of sales tax verification from the State of California with respect to each calendar quarter.
B. Payments by the Agency to the Developer under paragraph (A)
above shall not be credited against the Note.
6. Unenforceability.
In the event that any provision of this Second Amendment is held to be
invalid, void or otherwise unenforceable by any court of competent jurisdiction, then this Second
Amendment shall be deemed null and void; provided, however that, to the extent permitted by a
court of competent jurisdiction, the provisions of paragraph 3 hereof (captioned "Restricted Use
Eliminated") and paragraph 4A(2) shall survive any such adverse determination. The parties
agree and it is their intention that paragraph 3 and paragraph 4A(2) survive notwithstanding the
invalidity or unenforceability of any other provision of this Amendment.
PUBL:15445_31201 B2299.62 3
0
NOW, THEREFORE, in consideration of the mutual covenants herein, the
parties agree to amend the DDA as follows:
1. Terms and Definitions.
a. All references to terms and definitions herein shall have the same
meaning as in the DDA except as otherwise provided herein.
b. All references to section numbers herein shall mean section
numbers of the DDA except as otherwise provided herein.
reference.
2. Incorporation of Recitals.
The recital paragraphs above are incorporated into this Amendment by
3. Restricted Use Eliminated.
a
A. Attachment No. 5 to the DDA captioned "Scope of Development"
is amended in the third paragraph of Section 1C thereof by striking the words "Auto dealers or
repairs" and replaced with "auto repair unless part of an auto dealer".
B. Notwithstanding anything in the DDA to the contrary there shall be
no prohibition of the Auto Business.
4. Allocated Tax Revenues.
A. (1) In the event at any time and from time to time, Tax Revenues
are generated on the Site by a business (other than the Price Club) engaged in the Auto Business,
such Tax Revenues (referred to herein as "Auto Tax Revenues") shall not be included within the
term "Allocated Tax Revenues".
rustA5445_31201112299.62 2
. • 0
7. Effect of Second Amendment.
Except as amended herein the DDA is in full force and effect in
accordance with its terms.
EXECUTED as of the date first written above.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By: &�� >404,11
Chairman
ATTEST
i
THE PRICE COMPANY,
a California corporation
�'r 2! ��
By:
Its:
By: _
Its:
APPROVED AS TO FORM
X29� 0
Agency Special Counsel
PUBLA5445_31201132299.62 4
AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
AND PROMISSORY NOTE
AMENDMENT made this 1st day of October , 1991 by and
between the San Juan Capistrano Redevelopment Agency (the "Agency")
and THE PRICE COMPANY, a California corporation (the "Developer").
RECITALS
A) Agency and Developer are the parties to a Disposition
and Development Agreement dated December 16, 1986 (referred to herein
as the "DDA").
B) Pursuant to Section 302 of the DDA the Agency issued a
promissory note to the Developer (referred to herein as the "Note").
C) Section 303(2) of the DDA provides, in part, that if the
Developer opens a Price Club or similar retail operation within ten
(10) miles from the incorporated boundaries of the City of San Juan
Capistrano the balance of the Note shall be deemed fully discharged.
A similar provision is found in Paragraph 8 of the Note.
D) The Developer wishes to open a Price Club on a site
located on Technology Drive between Alton Parkway and Barranca
Parkway in the City of Irvine, California (referred to herein as the
"Irvine Site"). The Irvine Site is within ten (10) miles of the
incorporated boundaries of the City of San Juan Capistrano.
E) The Developer wishes the Agency to waive its right to
have the Note discharged in the event a Price Club opens on the
Irvine Site, and only on the Irvine Site.
F) Section 303 of the DDA provides, in part, that payments
by the Agency on the Note are based upon City sales taxes generated
by the Price Club in San Juan Capistrano, and based upon the follow-
ing allocation:
(i) First $400,000.00 to Agency;
(ii) Next $600,000.00 to Developer;
(iii) Balance 50% to Agency and 50% to Developer.
The Agency wishes to increase the first allocation to
the Agency from $400,000.00 to $450,000.00 in the event a Price Club
or similar retail operation opens for business on the Irvine Site.
NOW THEREFORE, in consideration of the mutual covenants
herein, the parties agree that the DDA and the Note are amended as
provided herein.
1. The above Recitals
of this Amendment.
090491:CAPISTRANO:AMEND01
are incorporated into and made part
q 0
2. All references to section numbers herein shall mean
sections of the DDA unless otherwise indicated.
3. All references to terms herein shall mean the terms of
the DDA unless otherwise indicated.
4. Notwithstanding anything to the contrary in the DDA or
the Note, in the event a Price Club or similar retail operation opens
for business on the Irvine Site the Note shall not be discharged and
shall remain in full force and effect.
5. Notwithstanding anything to the contrary in the DDA or
the Note, in the event a Price Club or similar retail operation opens
for business on the Irvine Site then on such date Section 303(1)(b)
of the DDA and Paragraph 7(b) of the Note shall each be deemed to be
amended in its entirety to read as follows:
"(b) "Allocated Tax Revenues" shall mean the tax reve-
nues considered allocated each Note Year to the Developer based upon
the following allocation each Note Year:
(1) First $450,000.00 to Agency;
(2) Next $600,000.00 to Developer;
(3) Balance 50% to Agency and 50% to Developer."
6. In the event a Price Club or similar retail operation
opens for business on the Irvine Site on a day other than the first
day of a Note Year, the $50,000.00 increase in sales tax allocation
to the Agency (from $400,000.00 to $450,000.00) shall be prorated
based upon the portion of the Note Year from the date the Price Club
opens on the Irvine Site until the end of such Note Year.
7. This Amendment shall be terminated without action by
either party and the provisions hereof shall be of no further force
or effect in the event that a Price Club or similar retail operation
does not open for business on the Irvine Site within twelve (12)
months after the Developer acquires fee title to the Irvine Site;
provided, however, that in the event that Developer shall be delayed
or hindered in or prevented from constructing and/or opening a Price
Club by reason of strikes, weather conditions, lockouts, litigation,
unavailability of materials, failure of power, governmental laws or
regulations, delay in obtaining governmental permits or approvals,
riots, insurrections, war, or other reason beyond its control, then
the twelve (12) month period as aforementioned shall be deemed
extended for the period of the delay; provided, however, that
notwithstanding the above, this Amendment shall be terminated without
action by either party and the provisions hereof shall be of no
further force or effect without regard to the aforementioned force
majeure provisions, in the event that the Developer fails to acquire
fee title to the Irvine Site within three (3) years from the date
hereof.
090491:CAPISTRANO:AMEND01 - 2 -
8. Except as amended herein the DDA and the Note remain in
full force and effect.
Executed as of the date first written above.
1 SAN JUAN CAPISTRANO COMMUNITY
REDEVELAp9kNT AGENCY
ATTEST: By
Approved as to form:
Agency Counsel
ive
THE PRICE COMPANY
By: )2y -
President
090491:CAPISTRANO:AMEND01 - 3 -
•
RECORDED AT THE REQUEST OF
AND RETURN TO:
City of San Juan Capistrano
City Clerk's Department
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
9)
RECORDING FEES EXEMPT DUE TO
GOVERNMENT CODE SECTION 6103
Cheryl John n, eity Clerk
City of San Juan Capistrano, CA
NOTICE OF COMPLETION
WHEREAS, by Grant Deed recorded on June 17, 1987, as Document No. 87-342095 of the
Official Records of the County Recorder of the County of Orange, California, the San
Juan Capistrano Community Redevelopment Agency, a public body, corporate and
politic, sometimes hereinafter referred to as "Agency", conveyed to THE PRICE
COMPANY, a California corporation, sometimes hereinafter referred to as the
"Developer", certain real property situated in the City of San Juan Capistrano,
California, described on Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, the Grant Deed incorporates by reference that certain Disposition and
Development Agreement by and between the San Juan Capistrano Community
Redevelopment Agency and the Price Company, dated December 16, 1986, hereinafter
referred to as the "Agreement"; and
WHEREAS, as referenced in said Agreement, the Agency shall furnish the Developer with
a Notice of Completion upon completion of construction and development, such Notice
shall be in such form as to permit it to be recorded in the Official Records of the County
Recorder of the County of Orange, California; and
WHEREAS, such Notice of Completion shall constitute a conclusive determination by the
Agency of the satisfactory completion by the Developer of the construction and
development required by the Agreement and of the Developer's full compliance with the
terms of the Agreement with respect to such construction and development; and
WHEREAS, the Agency has conclusively determined that the construction and
development on the real property described in Exhibit "A" required by the Agreement has
been satisfactorily completed by the Developer in full compliance with the terms of the
Agreement.
NOW THEREFORE,
1. As provided in the Agreement, the Agency does hereby certify and determine that
the construction and development on the real property described in Exhibit "A" has been
fully and satisfactorily performed and completed in full compliance with the terms of the
Agreement, and the plans and specifications for the project.
2. Except as otherwise expressly provided in this Notice of Completion, nothing
contained in this instrument shall modify in any other way any other provisions of the
Agreement.
IN WITNESS WHEREOF, the Agency has executed this Notice of Completion
this day of —M*19.e, , �9FJ
SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY
By:
Exec tive Director
STATE OF CALIFORNIA )
COUNTY OF ORANGE )SS.
CITY OF SAN JUAN CAPISTRANO )
I, Cheryl Johnson, the duly appointed and qualified City Clerk of the City of San Juan
Capistrano, California, do hereby certify under penalty of perjury that the foregoing
Notice of Completion is true and correct, and that said Notice of Completion was duly
and regularly ordered to be recorded in the Office of the Orange County Recorder by
said City Council of the City of San Juan Capistrano.
Dated at San Juan Capistrano this 2-5t'�" day of 14+tzGN 1991.
John&,yfi, fiVity Clerk
mISIT "0 E7-342095
DESCRIPTION:
PARCEL is
THAT PORTION OF THE RANCHO DOCA_BE_LA IPMYA,_tN_TIE_CITY 0►
OF
TO
TO
EXCEPT THAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF IN STATE
HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA. RECORDED APRIL S,
1970 IN BOOK 773. PAGE ", OFFICIAL RECORDS.
SUBSTANCES THEREFROM
SAID L�NDD AiDIRLESER ESD IN THE DEED FROM N
A MARRIED MAN, RECORDED JANUARY 25, 1991 IN DOOR 2150, ►AGE 320,
RECORDS.
LT:17A(II1S4
iIRST YESTERN BANK AMD TRUST C011►ANY, RECORDED JANUARY 3,
PAGE 994. OFFICIAL RECORDS.
PARCEL 2:
BEGINNING AT THE INTERSECTION Of THE CASTERLY LINE OF THE PRYOR MON99TEAD AS
`sCRIDED IN DECREE RECORDED IN BOOK 1. PAGE :1 OF HOMESTEADS, RECORDS OF LOS
ANGELES COUNTY, CALIFORNIA. WIT" TIE CENTERLINE OF THE CALIFORNIA STATE
HIGHWAY AT ENGINEER'S STATION 410 ♦ 49.24 TM[RlWs THENCE FOLLOWING IN[
EASIWEST EALy 265.41 NFEET AND SOUTH 27OF SAID PRYOR D EGREES 40MIN TES 40 STH 21 ECONDS S 53 MINUTES
197 61 [FELTS
OT -3.0 5
POINT LESS TRAM SN FEET TNER[FRON. AS RESERVED IN DEED RECORDED AOWST 01.
I9461 IN DOOR 5E34, PAGE DN. OFFICIAL RECORDS.
SAID PARCELS OF LAND ARE :ODYN ON A NO FILED FOR RECORD IN DOW 117. ►AGE 44
OF RECORD OF SY MVS. IN THE OFFICE OF THE COMP RECORDER OF :AID COtMM.
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
and
THE PRICE COMPANY,
DEVELOPER
0 0
TABLE OF CONTENTS
Page
I.
[§100] SUBJECT OF AGREEMENT .................
1
A.
[§101] Purpose of Agreement .................
1
B.
[§102] The Redevelopment Plan ...............
1
C.
[§103] Description of the Site ..............
1
D.
[§104) Parties to the Agreement .............
2
1. [§105] The Agency ......................
2
2. [§106] The Developer ...................
2
3. [§107] Prohibition Against Change
in Ownership, Management
and Control of Developer
and Operator ....................
2
4. [§108] Developer's Authority ...........
3
5. [§109] Agency's Authority ..............
3
6. [§110] Extension of time to Perform ....
3
II.
[§200) ASSEMBLY OF THE SITE .................
3
A.
[§201] Assembly Procedures..................
III.
[§300] LOAN BY DEVELOPER TO AGENCY ..........
5
A.
[§301] Loan .................................
5
B.
[§302) Promissory Note
5
C.
[§303] Method of Note Repayment .............
6
IV.
[§400] DISPOSITION OF THE SITE ..............
7
A.
[§401] Disposition Conveyance ...............
7
B.
[§402] Conditions Precedent .................
8
(i)
0
0
Page
C.
[§403] Escrow ...............................
11
D.
[§404] Conveyance of Title ..................
14
E.
[§405] Form of Deeds ........................
14
F.
[§406] Condition of Title - Title
Insurance ............................
14
G.
[§407] Recordation of Documents .............
14
H.
[§408] Separate Legal Parcel ................
15
I.
[§409] Right of Entry .......................
15
V.
[§500] DEVELOPMENT OF THE SITE ..............
15
A.
[§501] Development of the Site by
the Developer ........................
15
1. [§502] Scope of Development ............
15
2. [§503] Plans and Drawings ..............
15
3. [§504] Cost of Construction ............
16
4. [§505] Construction Schedule ...........
16
5. [§506] Bodily Injury and Property
Damage Insurance ................
16
6. [§507] City and Other Governmental
Agency Permits ..................
17
7. [§508] Rights of Access ................
18
8. [§509] Local, State and Federal Laws ...
18
9. [§510] Antidiscrimination During
Construction ....................
18
B.
[§511] Taxes, Assessments, Encumbrances
and Liens ............................
18
C.
[§512] Prohibition Against Transfer of
the Site, the Buildings or
Structures Thereon and Assignment
of Agreement .........................
19
Page
D.
[§513]
Holder Not Obligated to Construct
Improvements .........................
19
E.
[§514]
Notice of Default to Mortgage
or Deed of Trust Holders; Right
to Cure ..............................
19
F.
[§515]
Failure of Holder to Complete
Improvements .........................
20
G.
[§516]
Right of the Agency to Cure Mortgage
or Deed of Trust Default .............
21
H.
[§517]
Right of the Agency to Satisfy
Other Liens On the Site After
Title Passes .........................
21
I.
[§518]
Certificate of Completion ............
21
VI.
[§600]
USE OF THE SITE ......................
22
A.
[§601]
Uses .................................
22
B.
[§602]
Non -Discrimination ...................
22
C.
[§603]
Effect and Duration of Covenant ......
24
D.
[§604]
Rights of Access .....................
24
VII.
[§700]
DEFAULTS AND REMEDIES ................
25
A.
[§701]
Defaults - General ...................
25
B.
[§702]
Legal Actions ........................
25
1. [§703]
Institution of Legal Action .....
25
2. [§704]
Applicable Law ..................
25
3. [§705]
Acceptance of Service of
Process .........................
25
C.
[§706]
Rights and Remedies Are Cumulative ...
26
D.
[§707]
Inaction Not a Waiver of Default .....
26
E.
[§708]
Damages ..............................
26
U
Page
F.
[§709]
Specific Performance .................
26
G.
[§710]
Remedies and Rights Prior to the
Legal Description
Attachment
No.
Acquisition Transfer .................
26
Attachment
1. [§711]
Termination by the Agency .......
26
H.
[§712]
Attorneys Fees .......................
27
VIII.
[§800]
GENERAL PROVISIONS ...................
27
A.
[§801]
Notices, Demands and Communications
Price Club Radius Restriction Map
Attachment
No.
Between the Parties ..................
27
B.
[§802]
Conflicts of Interest ................
28
C.
[§803]
Enforced Delay; Extension of
Times of Performance .................
28
D.
[§804]
Non -liability of Officials and
Employees of the Agency ..............
28
E.
[§805]
Brokers ..............................
29
IX.
[§900]
ENTIRE AGREEMENT; WAIVERS, CONSENT ...
29
X.
[§1000]
TIME FOR ACCEPTANCE OF AGREEMENT
BY AGENCY ............................
29
ATTACHMENTS
Attachment
No.
1
Map
Attachment
No.
2
Legal Description
Attachment
No.
3
Schedule of Performance
Attachment
No.
4
Agency Deed
Attachment
No.
5
Scope of Development
Attachment
No.
7
Form of the Note
Attachment
No.
8
Price Club Radius Restriction Map
Attachment
No.
9
Certificate of Completion Form
(iv)
• 0
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the SAN
JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency")
and THE PRICE COMPANY, a California corporation (the
"Developer"). The Agency and the Developer hereby agree as
follows:
[§100] SUBJECT OF AGREEMENT
A. [§101] Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan (as hereinafter defined) for the Central
Redevelopment Project, as therein defined (the "Project") by
providing for the disposition and development of certain
property situated in the Project Area (the "Project Area") of
the Project. That certain area which is to be developed
pursuant to this Agreement (the "Site") is depicted on the
"Map," which is attached hereto as Attachment No. 1 and
incorporated herein by reference. This Agreement is entered
into for the purpose of redeveloping the Site and not for
speculation in land holding. Completing the development on the
Site pursuant to this Agreement is in the vital and best
interest of the City of San Juan Capistrano, California (the
"City") and the health, safety, morals and welfare of its
residents, and in accord with the public purposes and
provisions of applicable state and local laws and requirements
under which the Project has been undertaken.
B. [§102) The Redevelopment Plan
The Redevelopment Plan was approved and adopted by
Ordinance No. 488 of the City Council of the City of San Juan
Capistrano as was amended by Ordinance Numbers 509, 547 and
582; said ordinances and the Redevelopment Plan as so amended
(the "Redevelopment Plan") are incorporated herein by reference.
C. [§103] Description of the Site
The "Site" is that certain real property so designated
on the Map (Attachment No. 1) and described in the "Legal
Description", which is attached hereto as Attachment No. 2 and
is incorporated herein by reference. The Site, which consists
of approximately 23.032 gross acres, is located within the
corporate limits of the City and within the Project Area.
D. [§104] Parties to the Agreement
1. [§105] The Agency
The Agency is a public body, corporate and
politic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at City Hall, 32400 Paseo
Adelanto, San Juan Capistrano, California, 92675.
"Agency", as used in this Agreement, includes the
San Juan Capistrano Redevelopment Agency, and any assignee of
or successor to its rights, powers and responsibilities.
2. [§106] The Developer
The Developer is The Price Company, a California
corporation, or any permitted assignees. The office and
mailing address of the Developer for purposes of this Agreement
is The Price Company, 2550 5th Avenue, Suite 629, San Diego,
California 92103.
3. [§107] Prohibition Against Change in
Ownership, Management and Control of
Developer and Operator
The qualifications and identity of the Developer
are of particular concern to the City and the Agency. It is
because of those qualifications and identity that the Agency
has entered into this Agreement with the Developer. Prior to
issuance of a Certificate of Completion, no voluntary or
involuntary successor in interest of the Developer shall
acquire any rights or powers under this Agreement except as
expressly set forth herein.
Prior to issuance of a Certificate of Completion
and subject to the provisions of Section 512, hereof, the
Developer shall not assign all or any part of this Agreement or
any rights hereunder without the prior written approval of the
Agency, in its sole and absolute discretion.
All of the terms, covenants and conditions of
this Agreement shall be binding upon and shall inure to the
benefit of the Developer and the permitted successors and
assigns of the Developer. Whenever the term "Developer" is
used herein, such term shall include any other permitted
successors and assigns as herein provided.
12-09-86
2199k/2299/16 -2-
4. [§108] Developer's Authority
Developer represents and warrants that it is
a corporation organized and existing under the laws of the
State of California, having its principal place of business in
the County of San Diego, California; that the officers
executing this Agreement are authorized to execute same on
behalf of the Developer, and that all other documents delivered
by Developer to Agency, now or at the close of escrow, have
been or will be duly authorized, executed and delivered by
Developer; and are legal, valid and binding obligations of
Developer; and are enforceable in accordance with their
respective terms; and do not violate any provision of any
agreement to which Developer is a party.
5. [§109] Agency's Authority
The Agency represents and warrants that:
(i) it is a redevelopment agency duly organized and existing
under the laws of the State of California; (ii) by proper
action of the Agency, the Agency has been duly authorized to
execute and deliver this Agreement, acting by and through its
duly authorized officers; (iii) this Agreement does not violate
any provision of any other Agreement to which the Agency is a
party; and (iv) to the best of Agency's knowledge there is no
claim, suit, demand, litigation or administrative proceeding
threatened or pending as of the date hereof with respect to or
in connection with this Agreement or the Redevelopment Plan.
6. [§110] Extension of Time to Perform
The Executive Director of the Agency is
authorized to approve extensions of time to the Developer
relating to the Schedule of Performance.
II. [§200] ASSEMBLY OF THE SITE
A. [§201] Assembly Procedures
1. Pursuant to the Redevelopment Plan, the Agency
has entered into a written contract dated July 1, 1986 (the
"Great Western Agreement") to acquire the "Site" from Great
Western Savings and Loan Association (the "Owner"). The Great
Western Agreement has been amended by written amendment dated
December 2, 1986 ("Great Western Agreement, as amended"),
pursuant to which Great Western has agreed to extend the time
within which to close escrow, as follows:
(a) Upon the payment of One Hundred Thousand
Dollars ($100,000) all cash to Great Western on or before
December 17, 1986, close of escrow shall be extended to on or
before March 30, 1987.
12-09-86
2199k/2299/16 -3-
0
0
(b) Six (6) additional one-month extensions
shall be permitted at the election of Agency at the rate of
Thirty Thousand Dollars ($30,000) per month, payable all cash
to Great Western.
(c) All of the above deposits shall be
forfeitable but applicable to the Purchase Price.
Concurrently with the Agency's acquisition of the
Site, the Agency agrees to sell and transfer the Site to the
Developer and the Developer agrees to purchase and acquire the
Site from the Agency subject to the terms and conditions of
this Agreement.
2. Subject to the fulfillment of<Conditions
Precedent, the Agency agrees to use diligent efforts to acquire
by voluntary purchase the Site from the Owner for the amount of
Ten Million Five Hundred Thirty Four Thousand Three Hundred
Seventy Seven Dollars ($10,534,377) (the "Acquisition Price").
The conveyance of the Site by the Owner to the Agency shall
constitute the "Acquisition Conveyance".
3. By the time established therefore in the Schedule
of Performance (Attachment No. 3), the Developer shall deposit
into escrow or on behalf of the Agency, as the case may be, the
amount of Thirteen Million, Forty -Nine Thousand, Three Hundred Seventy -
Seven Dollars ($13,049,377), or such
lesser amount as may be required, consisting of (i) the amount
of Three Million One Hundred Thirty -Six Thousand Three Hundred
Twenty Dollars ($3,136,320) (the "Price Parcel Amount")
representing the Purchase Price payable by the Developer to the
Agency for that portion of the Site consisting of twelve (12)
acres (referred to as the "Price Portion") (deposit into
escrow); (ii) the amount of Four Million Eight Hundred Five
Thousand Five Hundred Forty Dollars ($4,805,540) (the "Retail
Portion Amount") representing the Purchase Price payable by the
Developer to the Agency for that portion of the Site consisting
of approximately eleven and 032/100 (11.032) acres (the "Retail
Portion") (deposit into escrow); (Subparagraphs (i) and (ii)
represent a total Purchase Price of Seven Million Nine Hundred
Forty One Thousand Eight Hundred Sixty Dollars ($7,941,860))
for the Site; (iii) an amount not to exceed Five Million One
Hundred Seven Thousand Five Hundred Seventeen Dollars
($5,107,517) (the "Loan") as a loan to the Agency representing
the writedown of the Site ($10,534,377 - $7,941,860 =
$2,592,517) (deposit into escrow); plus the estimated cost of
offsite and onsite improvements ($1,722,500) (payment by
Developer on behalf of Agency for design and construction of
offaite and onsite improvements as provided in the Scope of
Development), plus Development Fees required to be paid by the
Agency as provided in the Scope of Development ($775,000), and
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the cost of an environmental impact report ($17,500) required
to be paid by the Agency (deposit into escrow).
With respect to the additional deposits required by
Great Western to extend the close of escrow described in
Paragraph 1 of this Section 201, Agency and Developer shall
each pay one-half. Agency agrees to extend the Great Western
Escrow to March 30, 1987 on a month by month basis as required
but no later than June 30, 1987 provided this Agreement has not
been sooner terminated. In the event that the acquisition from
Great Western fails to close for any reason and said monies are
forfeited to Great Western then, in that event, Agency and
Developer shall each forfeit the monies so deposited and
neither party shall have any further rights or obligations with
respect to the other. In the event that the escrow closes as
set forth in the Great Western Agreement, as amended, and the
escrow provided herein closes, the amounts advanced by the
Agency to Great Western for extension of the time of Closing
shall be reimbursed to the Agency by Developer upon close of
Escrow and included within the Loan described in Section 301
hereof. The amounts advanced by Developer shall reduce the
amount to be deposited by Developer into Escrow pursuant to
Paragraph 3 of this Section 201 as part of the Purchase Price.
III. [§300] LOAN BY DEVELOPER TO AGENCY
A. [§301] Loan
1. The Developer shall loan (the "Loan") to the
Agency the principal sum of Five Million One Hundred Seven
Thousand Five Hundred Seventeen Dollars ($5,107,517) referred
to in Section 201(3) above or such lesser amount as required to
be loaned under the terms of this Agreement as set forth in
Paragraph 2 of this Section 301.
2. The Agency shall use the Loan only for the
following purposes: $2,592,517 to be applied towards the
acquisition of the Site by the Agency and the balance of the
Loan for (i) an environmental impact report; (ii) off-site and
onsite improvements required to be paid for by the Agency in
the Scope of Development; and (iii) development fees required
to be paid for by the Agency as provided in the Scope of
Development. In the event that any portion of the Loan funds
received by the Agency has not been expended within one (1)
year after issuance of a Certificate of Completion for the
Site, such portion not expended shall be returned to the
Developer in principal reduction of the outstanding Loan
balance.
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B. [§302] Promissory Note
Simultaneously with the advance of any Loan funds
by Developer, the Agency shall deliver to the Developer through
escrow the Agency's promissory note in a form substantially the
same as the note attached hereto as Attachment 7 (the "Note").
The Note shall be non -assignable and the City shall have no
obligation with respect to the Note.
C. [§303] Method of Note Repayment
1. Definitions. For purposes of this section, the
following terms shall apply:
(a) "Tax Revenues" for a Note Year shall mean an
amount equal to one hundred percent (100%) of that portion of
taxes derived by the City and/or the Agency from the imposition
of the Bradley Burns Uniform Local Sales and Use Tax Law
commencing with Section 7200 of the Revenue and Taxation Code
of the State of California, as amended, arising from all
businesses and activities conducted on the Site from time to
time, which are subject to such Sales and Use Tax Law.
(b) "Allocated Tax Revenues" shall mean the Tax
Revenues considered allocated each Note Year to the Developer
based upon the following allocation each Note Year:
(1) First $400,000 to Agency;
(2) Next $600,000 to Developer;
(3) Balance 50% to Agency and 50% to
Developer.
(c) "Note Year" means (i) the twelve (12)
calendar months beginning on the first day that a new Price
Club facility is open (on the Property) for business to the
public, and (ii) each twelve (12) calendar months thereafter.
If the Price Club opens on a day other than the first day of a
calendar month, the first NOTE year shall consist of the twelve
calendar months beginning with the first calendar month after
the date the Price Club opens plus the period from the date of
the opening until the first day of the first calendar month
after the opening.
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(d)
"Payment Date"
means the last day
of the
sixth month
of any
such Note Year
and the first day
of any such
Note Year.
(e)
"Interest Rate"
means prime rate
as charged
by Bank of
America
NT as of seven
(7) days prior to
the close
of escrow.
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(£) "Debt Service Payment" means each and every
payment required to be made by the Agency under paragraph 2
below in repayment of principal and interest on the Agency Note.
2. Note Payment
Provided Developer has completed and opened a
Price Club for business and Developer has not opened another
Price Club or similar retail operation within ten (10) miles
from the incorporated boundaries of the City of San Juan
Capistrano as such boundaries presently exist as shown in
Attachment No. 8, in which later event the balance of Note
shall be deemed fully discharged, the Agency shall make Debt
Service Payments on each Payment Date during each Note Year in
an amount equal to the total allocated Tax Revenues for the
Note Year as of the Payment Date less any Debt Service Payment
previously paid to Developer for such Note Year. Debt Service
Payments shall be credited to the payment of all accrued but
unpaid Interest and the balance to principal. Debt Service
Payments shall be made for a period of twenty-three (23) Note
Years less one (1) year for each $120,000 in principal
reduction as a result of repayment by Agency to Developer of
any unexpended portion of the Loan pursuant to Paragraph 2 of
Section 301 hereof. In the event that Debt Service Payments
are insufficient to fully discharge the Note within the Note
Years described in the sentence immediately preceding then, in
such event, the unpaid balance of the Note, including any
accrued interest, shall be deemed forgiven.
3. Covenant Regarding Sales Tax.
In the event that the Agency fails to make Debt
Service Payments on any Payment Date and fails to cure same
within thirty (30) days after written notice from the
Developer, Agency hereby covenants to adopt a resolution or
ordinance setting a tax rate (in an amount sufficient to
provide funds to satisfy the Agency's debt to the Developer
under the Note) upon all retail sales in the Project Area
pursuant to the Ordinance described in Subparagraph (c) of
Paragraph 1 in Section 402 hereof and to transmit same to the
State Board of Equalization upon adoption. Upon receipt of
such sales and use tax from the State, Agency shall forthwith
make Debt Service Payments as described herein. All sales
taxes to be received by the Agency pursuant to this paragraph 3
are deemed pledged to secure the Agency's debt to Developer.
IV. [§400) DISPOSITION OF THE SITE
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A. [§401] Disposition Conveyance
Concurrent with Acquisition Conveyance, the Agency
shall convey the Site to the Developer pursuant to the Agency
Deed (Attachment No. 4); such conveyance shall constitute the
"Disposition Conveyance". The Developer and the Agency shall
execute the Agency Deed (Attachment No. 4) by the time
established therefor in the Schedule of Performance (Attachment
No. 3); provided that the execution by the Agency of said
Agency Deed shall be subject to and conditioned upon the prior
or concurrent satisfaction by the Developer of the "Conditions
Precedent", as set forth in Section 402 of this Agreement.
B. [§402] Conditions Precedent
Developer's Conditions Precedent
Developer's obligations to advance funds, and
purchase the site are subject to all of the following
conditions being first approved or waived by the Developer; any
approvals being made in Developer's sole and absolute
discretion:
(a) Developer's obligation to purchase the Site
is conditioned upon Developer approving (or
waiving) the physical condition of the
Property, including a soils report, to be
obtained by Developer at its expense. If
Developer does not notify Agency of ite
approval or waiver of the soils report, or
notifies Agency of its disapproval, within
forty-five (45) days after the date hereof,
this condition shall be deemed not satisfied
and this Agreement shall be deemed
terminated. Approval shall constitute
assumption by Developer of obligations, if
any, imposed by Health & Safety Code 25298
and Developer hereby indemnifies and holds
Agency harmless with respect thereto.
(b) Developer's obligation to purchase the Site
is conditioned upon (i) Developer first
obtaining all required zoning, governmental
land use permits and approvals, site plan
and architectural approvals, building
permits, and other permits under conditions
satisfactory to Purchaser (such permits,
approvals and licenses referred to as
("Permits") for the immediate construction
and operation on the Site as determined by
Developer of a Price Club and shopping
center (the "Planned Use"), (ii) Developer
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E
being satisfied with respect to all
engineering and feasibility studies,
drainage, topography, utilities, traffic,
ingress and egress and related issues with
respect to Developer's development of the
Site, (iii) sewer, water, drainage,
telephone, gas and electric utility lines
being within a public street adjacent to the
Site, and immediately available for use and
connection with size and capacity adequate
to properly serve Developer's development
and operation of the Planned Use on the Site
without governmental restrictions or
prohibitions and subject only to payment of
usual front foot benefit charges, connection
fees and consumption charges associated
therewith, and without the requirements of
obtaining easements from other property
owners for the extension and connection of
any and all of such utilities. If, on or
before June 30, 1987, Developer does not
notify Agency that all conditions of this
Section are satisfied or waived, or notifies
Agency of such dissatisfaction, then such
conditions shall be deemed not satisfied and
this Agreement shall be deemed terminated.
(c) No later than sixty (60) days after the date
of this Agreement the City passes an
ordinance under Revenue and Taxpayer Code
Section 7202.5 providing for a credit for
sales and use taxes paid to the Agency and
the Agency adopting a sales and use tax
ordinance under Revenue and Taxation Code
7202.6 which will impose a tax upon all
retail sales in the Project Area under the
terms and conditions set forth herein. If
such ordinances are not passed by the City
and the Agency within such sixty (60) day
period Developer may terminate this
Agreement at any time prior to close of
escrow.
(d) Developer's obligation to purchase the Site
is subject to Developer approving (or
waiving) the legal description (including
the size) of the Site and all title
exceptions in the preliminary title report
obtained by Developer (other than liens and
encumbrances which Agency covenants to
eliminate prior to close of escrow)
(collectively referred to as "Title
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Matters") within fifteen (15) days after the
date of this Agreement and receipt of all
Title Documents including an up to date
title report and all exception documents.
If Developer does not notify Agency of its
approval or disapproval of the Title Matters
within the fifteen (15) day time limit, this
condition shall be deemed satisfied. If,
within such fifteen (15) day period,
Developer, at its option, notifies Agency of
objections to particular title exceptions,
Agency may, within ten (10) days thereafter
("Cure Period"), at its option, give
Developer notice of Agency's covenant to
have some or all of such objected exceptions
eliminated as title defects prior to close
of escrow. I£ Agency covenants to have all
objected exceptions eliminated, the
conditions of this Section 402(1)(d) shall
be deemed satisfied and Agency must deliver
title free of those objected exceptions. If
Agency does not agree to cure all
objections, then Developer may, at its
option, within ten (10) days after the ten
(10) day Cure Period, give Agency notice of
Developer's election to waive its objection
to those exceptions which Agency does not
covenant to cure, in which case the
conditions of this Section 402(1)(d) shall
be deemed satisfied, and Agency must deliver
title free of those exceptions which it has
agreed to cure. If Developer does not waive
its objections, Developer's obligation to
purchase the Site shall be deemed terminated.
The foregoing items (a) to (d) inclusive constitute
the "Developer Conditions".
2. Agency's Conditions Precedent
As conditions precedent (or concurrent) to the
obligations of the Agency to acquire the Site, execute the
Agency Deed (Attachment No. 4) or to effect the Disposition
Conveyance, the Developer Conditions shall have been satisfied
or waived by Developer and further the Developer shall complete
all of the following:
a. the Developer shall certify in writing that
the Developer has determined based upon its
own investigation that soil conditions and
zoning are in all respects satisfactory and
that the Developer knows of no reason that
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it will not proceed to acquire the Site and
develop and operate improvements pursuant to
this Agreement; and
b. the Developer executes the Agency Deed
(Attachment No. 4); and
As a condition precedent to the Agency conveying the
Site to the Developer, the Owner shall convey the Site to the
Agency in exchange for the Acquisition Price, free of
possession, and with title conforming to the requirements of
the Agency and the Developer.
The foregoing conditions, together with the Developer
Conditions shall collectively constitute the "Conditions
Precedent".
Closing Conditions
The Developer's obligation to purchase and develop the
Site and Agency's obligation to acquire and convey the Site are
subject to the condition that there is no pending litigation
which would prohibit Developer from acquiring and developing
the Site in accordance with the terms of this Agreement unless
this condition is waived by Developer and Agency.
C. [§403] Escrow
The Agency and Developer agree to open an escrow (the
"Escrow") with Ticor Title Insurance Company, Orange County,
California (or with a mutually agreeable escrow company) (the
"Escrow Agent"), by the time established therefor in the
Schedule of Performance (Attachment No. 3). This Agreement
constitutes the joint basic escrow instructions of the Agency
and the Developer for the conveyance of the Site from the
Agency to the Developer pursuant to the Agency Deed (Attachment
No. 4); a duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of the Escrow.
The Agency and the Developer shall provide such additional
escrow instructions as shall be necessary for and consistent
with this Agreement. No provision of additional escrow
instruction shall modify or change this Agreement. The Escrow
Agent is hereby empowered to act under this Agreement, and the
Escrow Agent, upon indicating within five (5) days after the
opening of the Escrow its acceptance of the provisions of this
Section 403, in writing, delivered to the Agency and the
Developer, shall carry out its duties as Escrow Agent hereunder.
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Upon delivery by the Owner of (i) grant deeds by the
Owner conveying the Site to the Agency and delivery of the
Agency Deed (Attachment No. 4) and the Note duly executed by
the Agency, the Escrow Agent shall record (i) the grant deeds
conveying the Site to the Agency; and thereafter (iii) the
Agency Deed (Attachment No. 4), when title can be vested in
Developer, all in accordance with the terms and provisions of
this Agreement. Any liability or casualty insurance policies
covering the Site or any parcel are not to be transferred.
Upon close of escrow the Escrow Agent shall insert the date of
the Note and deliver same to Developer.
The Agency shall submit instructions for the
acquisition of the Site from the Owner. The content of those
instructions is a matter of no concern to the Developer and
will be handled outside the scope of this Agreement.
In connection with the conveyance of the Site from the
Agency to the Developer, Escrow Agent shall charge the Agency
out of the Purchase Price; (i) cost of transfer taxes; (ii)
any amount due Developer resulting from prorations; (iii) usual
Agency's document drafting charges; (iv) release fees on any
encumbrances; (v) one-half any escrow fee or escrow termination
charge; and (vi) title insurance premiums for a CLTA standard
owner's policy.
Developer shall pay for the following: (i) any amount
due Agency resulting from prorations; (ii) one-half of any
escrow fee or escrow termination charge; (iii) usual
Developer's document drafting and recording charges; and (iv)
the difference between the cost of title insurance premium for
a standard owner's policy and the cost of any additional title
insurance coverage requested by Developer.
The Escrow Agent is authorized to:
1. Pay and charge the Developer or Agency, as
provided above, for any fees, charges and costs
payable under this Section 403 0£ this
Agreement. Before such payments or charges are
made, the Escrow Agent shall notify the Agency
and the Developer of the fees, charges and costs
necessary to clear title and close the Escrow.
2. Disburse funds and deliver the deed and other
documents to the parties entitled thereto when
the conditions of this Escrow have been fulfilled
by the Agency and the Developer. Funds shall not
be disbursed by the Escrow Agent unless and until
the Escrow Agent has recorded the grant deeds for
the Disposition Conveyance and the Agency Deed
(Attachment No. 4), and has delivered to the
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Developer a title insurance policy insuring the
interest of the Developer in conformity with
Section 406 of this Agreement.
3. Record any instruments delivered through this
Escrow, if necessary or proper, to vest title in
the Developer in accordance with the terms and
provisions of this Agreement.
All funds deposited by Developer into this Escrow
shall be held in an insured interest-bearing account with all
accrued interest credited to the account of the Developer until
close of escrow or termination of this Agreement as the case
mey be. All disbursements shall be made by check of the Escrow
Agent. All adjustments are to be made on the basis of a thirty
(30) day month. On any occasion when Escrow Agent is required
to pay funds from the Escrow Deposit to either the Agency or
Developer, it shall transmit such funds by check by United
States overnight express mail or, if so instructed by the party
entitled to the funds, by federal wire transfer. The Escrow
Agent shall not cash any checks received from Developer unless
and until Escrow Agent is prepared to immediately invest such
funds, upon collection, in interest-bearing investments as
aforesaid.
If this Escrow is not in condition to close on or
before the time established therefor in Section 404 of this
Agreement, any party who then shall have fully performed the
acts to be performed before the conveyance of title may, in
writing, demand from the Escrow Agent the return of its money,
papers or documents deposited with the Escrow Agent. No demand
for return shall be recognized until ten (10) days after the
Escrow Agent shall have mailed copies of such demand to the
other party or parties at the address of its or their principal
place or places of business. Objections, if any, shall be
raised by written notice to the Escrow Agent and to the other
party within the ten (10) day period, in which event the Escrow
Agent is authorized to hold all money, papers and documents
with respect to the Site until instructed by a mutual agreement
of the parties or by a court of competent jurisdiction. If no
such demands are made, the Escrow shall be closed as soon as
possible.
The Escrow Agent shall not be obligated to return any
such money, papers or documents except upon the written
instructions of each of the Agency and the Developer or until
the party entitled thereto has been determined by a final
decision of a court of competent jurisdiction.
Any amendment to these Escrow instructions shall be in
writing and signed by both the Agency and the Developer. At
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r�
r
the time of any amendment, the Escrow Agent shall agree to
carry out its duties as Escrow Agent under such amendment.
All communications from the Escrow Agent to the Agency
and the Developer shall be directed to the addresses and in the
manner established in Section 801 of this Agreement for
notices, demands and communications between the Agency and the
Developer.
The liability of the Escrow Agent under this Agreement
is limited to performance of the obligations imposed upon it
under Section 302 and Sections 403 to 408, both inclusive, of
this Agreement.
D. [§404] Conveyance of Title
Subject to any extensions of time mutually agreed upon
between the Agency and the Developer, the conveyance of fee
title to the Developer pursuant to the Disposition Conveyance
shall be completed on or prior to the date specified therefor
in the Schedule of Performance (Attachment No. 3). Said
Schedule of Performance (Attachment No. 3) is subject to
revision from time to time as mutually agreed upon in writing
between the Developer and the Agency.
E. [§405] Form of Deeds
The Agency shall convey the Site to the Developer
pursuant to the Agency Deed (Attachment No. 4).
F. [§406] Condition of Title -Title Insurance
Upon the Acquisition Conveyance, the Agency shall
deliver a Grant Deed conveying good and marketable title to the
Site to the Developer in fee simple free of all liens and
encumbrances and subject only to current taxes which are liens
not yet payable and covenants, conditions, restrictions,
easements and rights of way approved by Developer.
At the close of escrow and as a condition of closing,
Agency shall furnish Developer with a CLTA standard owner's
title insurance policy issued by Ticor Title Insurance Company
(the "Title Company") or a mutually agreeable title company in
the amount of Ten Million Five Hundred Thirty Four Three
Hundred Seventy Seven ($10,534,377), insuring that fee title to
the Property is vested in Developer in such condition as
provided in this Section 406. The cost of such insurance shall
be paid for by Agency. However, Developer, at its option, may
require an ALTA standard owner's coverage title insurance
policy and/or such title endorsements as Developer may desire,
in which event Developer shall pay the premium differential
between a CLTA standard owner's policy and such additional
title insurance as Developer may desire.
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G. [§407] Recordation of Documents
The Escrow Agent shall file first the deeds conveying
the Site to the Agency then the Agency Deed (Attachment No. 4),
for recordation among the land records in the Office of the
County Recorder for Orange County.
H. [§408] Separate Legal Parcel
Agency shall convey the Site at closing as a separate
legal parcel or parcels and the Property must be in compliance
with all applicable subdivision laws, rules and regulations.
The Site must be delivered at close of escrow free of all
tenants and occupants. The Developer assumes responsibility
for the preparation, approval, and recordation of any
subdivision maps as may be required in connection with
development of the Site.
[§409] Right of Entry
Until closing or termination of this Agreement,
whichever occurs first, and subject to the rights of Agency
under the Agreement with Owner described in Section 201 hereof,
Developer and its agents and designees shall have the right to
enter upon the Site at any time and from time to time to
perform any and all tests and studies Developer deems
appropriate, including, but not limited to, soils tests.
Developer hereby agrees to indemnify, defend and hold Agency
completely harmless against any loss, damage, liability or
expense, including reasonable attorneys' fees, arising out of
Developer's activities under this section, or in enforcing this
indemnity. If Developer does not acquire the Site, Developer
agrees to repair any damage and to restore the Site to
substantially the same condition it is in as of the date of
this Agreement.
V. [§500] DEVELOPMENT OF THE SITE
A. [§501] Development of the Site by the Developer
1. [§502] Scope of Development
The Site shall be developed as provided in the
"Scope of Development", which is attached hereto as Attachment
No. 5 and is incorporated herein and plus approved by the City
and Agency.
2. [§503] Plans and Drawings
By the respective times set forth therefor in the
Schedule of Performance (Attachment No. 3), the Developer shall
prepare and submit to the City plans, including elevations,
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1
describing in detail the on-site developer improvements (as
hereafter provided in the Scope of Development [Attachment
No. 5]). The plans and elevations shall be submitted in
sufficient detail to enable the Agency to evaluate the proposal
for conformity to the requirements of this Agreement. In
addition to normal City Processing, the Plans are subject to
review by the Agency and shall be approved or disapproved as
provided in the Schedule of Performance (Attachment No. 3).
Failure by the Agency to either approve or disapprove within
the times established in the Schedule of Performance
(Attachment No. 3) shall be deemed an approval. Any
disapproval shall state in writing the reasons for disapproval
and shall indicate requested changes. The Developer, upon
receipt of a disapproval based upon powers reserved by the
Agency hereunder, shall revise such portions and resubmit to
the Agency as soon as possible after receipt of the notice of
disapproval as provided in the Schedule of Performance
(Attachment No. 3) provided such suggested changes are
acceptable to Developer. The Site shall be developed as
established in this Agreement and such documents except as
changes may be mutually agreed upon between the Developer and
the Agency. Any such changes shall be within the limitations
of the Scope of Development (Attachment No. 5).
3. [§504] Cost of Construction
All of the cost of developing and constructing
all of the improvements, and all demolition and site
preparation costs shall be as provided in the Scope of
Development.
4. [§505] Construction Schedule
The Developer shall begin and complete all
construction and development within the times specified in the
Schedule of Performance (Attachment No. 3).
5. [§506] Bodily Iniury and Property Damage
Insurance
The Developer shall defend, indemnify, assume all
responsibility for and hold the Agency, its officers and
employees, harmless from, all claims or suits for, and damages
to, property and injuries to persons, including accidental
death (including attorneys' fees and costs), which may be
caused by any of the Developer's activities under this
Agreement, whether such activities or performance thereof be by
the Developer or anyone directly or indirectly employed or
contracted with by the Developer and whether such damage shall
accrue or be discovered before or after termination of this
Agreement. The Developer shall take out and maintain during
the life of this Agreement (including without limitation all
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Attachments hereto), a comprehensive liability policy in the
amount of Five Million Dollars ($5,000,000) combined single
limit policy, including contractual liability, as shall protect
the Developer, City and Agency from claims for such damages.
The Developer shall furnish a certificate of
insurance countersigned by an authorized agent of the insurance
carrier on a form of the insurance carrier setting forth the
general provisions of the insurance coverage. This
countersigned certificate shall name the City and the Agency
and their respective offices, agents, and employees as
additionally insured parties under the policy. The certificate
by the insurance carrier shall contain a statement of
obligation on the part of the carrier to notify in writing the
City and the Agency of any material change, cancellation or
termination of the coverage at least thirty (30) days in
advance of the effective date of any such material change,
cancellation or termination. Coverage provided hereunder by
the Developer shall be primary insurance and not contributing
with any insurance maintained by the Agency or City, and the
policy shall contain such an endorsement. The insurance policy
or the certificate of insurance shall contain a waiver of
subrogation for the benefit of the City and the Agency other
than for negligent acts or omissions of the Agency and/or
City. The required certificate shall be furnished by the
Developer at the time set forth therefor in the Schedule of
Performance (Attachment No. 3).
The Developer shall also furnish or cause to be
furnished to the Agency evidence satisfactory to the Agency
that any contractor with whom it has contracted for the
performance of work on the Site or otherwise pursuant to this
Agreement carries workers' compensation insurance as required
by law.
The obligations set forth in this Section 506
shall remain in effect only until a final Certificate of
Completion has been furnished for all of the Developer
Improvements as hereafter provided in Section 513 of this
Agreement. Notwithstanding the aforementioned in this Section
506, the Developer may satisfy insurance obligations by self
insurance (evidenced by certification of same) provided
Developer's net worth is in excess of One Hundred Million
Dollars ($100,000,000).
6. [§5071 City and Other Governmental A encu
pprmita
Before commencement of construction or
development of any buildings, structures or other works of
improvement upon the Site, the Developer shall, at its own
expense, secure or cause to be secured any and all land use and
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0
other entitlements which may be required by the'City or any
other governmental agency affected by such construction,
development or work. Fees and other charges payable in the
Scope of Development to the City shall be paid as provided in
the Scope of Development.
7. [§508] Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of the Agency shall have the right
of access to the Site, without charges or fees, at normal
construction hours during the period of construction for the
purposes of this Agreement, including, but not limited to, the
inspection of the work being performed in constructing the
improvements, so long as they comply with all safety rules.
Such representatives of the Agency shall be those who are so
identified in writing by the Executive Director of the Agency.
The Agency (or its representatives) shall, except in emergency
situations, notify the Developer prior to exercising its rights
pursuant to this Section 508 to provide the Developer a
reasonable opportunity to accompany the Agency
representatives. This Section 508 shall not diminish the
rights of the City to enforce its enactments.
8. [§509] Local, State and Federal Laws
The Developer shall carry out the construction of
the improvements in conformity with all applicable laws.
9. [§510] Antidiscrimination During Construction
The Developer, for itself and its successors and
assigns, agrees that in the construction of the improvements
provided for in this Agreement, the Developer will not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, age, sex, marital
status, handicap, national origin or ancestry.
B. [§511] Taxes, Assessments, Encumbrances and Liens
After the Disposition Conveyance, the Developer shall
pay all taxes levied upon the Site prior to delinquency and
shall hold harmless the Agency and City from and against any
liability or claim with respect to real estate taxes or
assessment in connection with the Site or improvements thereon
accruing after the Disposition Conveyance except as otherwise
provided herein. Prior to issuance of a Certificate of
Completion pursuant to Section 518, the Developer shall not
place or allow to be placed on the Site or any part thereof any
mortgage, trust deed, encumbrance or lien other than by a
recognized financial institution. Nothing herein contained
shall be deemed to prohibit the Developer from contesting the
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validity or amounts
lien, nor to limit
respect thereto.
C. [§512]
LI
of any property tax, or any encumbrance or
the remedies available to the Developer in
Ass
tion Against Trans
.,
Prior to the issuance by the Agency of a Certificate
of Completion or partial Certificate of Completion (pursuant to
Section 518 of this Agreement) as to any building or structure,
the Developer shall not, except as permitted by this Agreement,
without prior approval of the Agency, make any total or partial
sale, transfer, of the whole or any part of the Site except to
a partnership in which Developer has at least a 50% interest in
profits and losses; provided Developer shall remain fully
responsible hereunder. This prohibition shall not be deemed to
prevent the granting of leases, or temporary or permanent
easements or permits to facilitate the development of the Site.
D. [§513] Holder Not Obligated to Construct
Improvements
The holder of any mortgage or deed of trust authorized
by this Agreement shall not be obligated by the provisions of
this Agreement to construct or complete the improvements or to
guarantee such construction or completion; nor shall any
covenant or any other provision in the deed for the Site be
construed so as to obligate such holder. Nothing in this
Agreement shall be deemed to construe, permit or authorize any
such holder to devote the Site to any uses or to construct any
improvements thereon, other than those uses or improvements
provided for or authorized by this Agreement.
E. [§514] Notice of Default to Mortgagee or Deed of
Trust Holders; Right to Cure
With respect to any mortgage or deed of trust granted
by Developer as provided herein, whenever the Agency shall
deliver any notice or demand to Developer with respect to any
breach or default by the Developer in completion of
construction of the improvements, the Agency shall at the same
time deliver to each holder of record of any mortgage or deed
of trust authorized by this Agreement and of which the Agency
has received notice in writing a copy of such notice or
demand. Each such holder shall (insofar as the rights of the
Agency are concerned) have the right, at its option, within
thirty (30) days after the receipt of the notice, to cure or
remedy or commence to cure or remedy any such default and to
add the cost thereof to the mortgage debt and the lien of its
mortgage. Nothing contained in this Agreement shall be deemed
to permit or authorize such holder to undertake or continue the
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0 0
construction or completion of the improvements (beyond the
extent necessary to conserve or protect the improvements or
construction already made) without first having expressly
assumed the Developer's obligations to the Agency by written
agreement satisfactory to the Agency. The holder, in that
event, must agree to complete, in the manner provided in this
Agreement, the improvements to which the lien or title of such
holder relates, and submit evidence satisfactory to the Agency
that it has the qualifications and financial responsibility
necessary to perform such obligations. Any such holder
properly completing such improvement shall be entitled, upon
compliance with the requirements of Section 518 of this
Agreement, to a Certificate of Completion (as therein defined)
F. [§515] Failure of Holder to Complete Improvements
In any case where, thirty (30) days after default by
the Developer in completion of construction of improvements
under this Agreement, the holder of any mortgage or deed of
trust creating a lien or encumbrance upon the Site or any part
thereof has not exercised the option to construct, or if it has
exercised the option and has not proceeded diligently with
construction, the Agency may purchase the mortgage or deed of
trust by payment to the holder of the amount of the unpaid
mortgage or deed of trust debt, including principal and
interest and all other sums secured by the mortgage or deed of
trust. I£ the ownership of the Site or any part thereof has
vested in the holder, the Agency, if it so desires, shall be
entitled to a conveyance from the holder to the Agency upon
payment to the holder of an amount equal to the sum of the
following:
1. The unpaid mortgage or deed of trust debt at the
time title became vested in the holder (less all
appropriate credits, including those resulting
from collection and application of rentals and
other income received during foreclosure
proceedings);
2. All expenses with respect to foreclosure;
3. The net expense, if any (exclusive of general
overhead), incurred by the holder as a direct
result of the subsequent management of the
Property or part thereof;
4. The costs of any improvements made by such
holder; and
5. An amount equivalent to the interest that would
have accrued on the aggregate of such amounts had
all such amounts become part of the mortgage or
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deed of trust debt and such debt had continued in
existence to the date of payment by the Agency.
G. [§516] Right of the Agency to Cure Mortgage or Deed
of Trust Default
In the event of a mortgage or deed of trust default or
breach by the Developer prior to the completion of the
construction of the improvements on the Site or any part
thereof and the holder of any mortgage or deed of trust has not
exercised its option to construct, the Agency may cure the
default. In such event, the Agency shall be entitled to
reimbursement from the Developer of all proper costs and
expenses incurred by the Agency in curing such default. The
Agency shall also be entitled to a lien upon the Site to the
extent of such costs and disbursements. Any such lien shall be
subject to the construction financing mortgages or deeds of
trust.
H. [§517] Right of the Agency to Satisfy Other Liens
After the conveyance of title and prior to the
issuance of a Certificate of Completion, and after the
Developer has had written notice and has failed after a
reasonable time, but in any event not less than fifteen (15)
days, to challenge, cure, adequately bond against, or satisfy
any liens or encumbrances on the Site which are not otherwise
permitted under this Agreement, the Agency shall have the right
but no obligation to satisfy any such liens or encumbrances.
I. [§518] Certificate of Completion
Promptly after completion of all construction and
development required by this Agreement to be completed by the
Developer upon the Site, the Agency shall furnish the Developer
with a Certificate of Completion upon written request therefor
by the Developer. The Agency shall not unreasonably withhold
any such Certificate of Completion. Such Certificate of
Completion shall be a conclusive determination of satisfactory
completion of the construction required by this Agreement upon
the Site and the Certificate of Completion shall so state.
After recordation of such Certificate of Completion, any party
then owning or thereafter purchasing, leasing or otherwise
acquiring any interest therein shall not (because of such
ownership, purchase, lease or acquisition), incur any
obligation or liability under this Agreement except as provided
in the Agency Deed (Attachment No. 4).
A Certificate of Completion of construction for the
entire improvement and development of the Site shall be in such
form as to permit it to be recorded in the Recorder's Office of
Orange County in a form attached hereto as Attachment No. 9.
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Partial certificates evidencing completion of
development upon the Site may be requested and thereupon
issuance shall be in accordance with the other provisions of
this Section 518.
If the Agency refuses or fails to furnish a
Certificate of Completion for the Site, or part thereof, after
written request from the Developer, the Agency shall, within
thirty (30) days of written request therefor, provide the
Developer with a written statement of the reasons the Agency
refused or failed to furnish a Certificate of Completion. The
statement shall also contain Agency's opinion of the actions
the Developer must take to obtain a Certificate of Completion.
If the reason for such refusal is confined to the immediate
availability of specific items of materials for landscaping,
the Agency will issue its Certificate of Completion upon the
posting of a bond by the Developer with.the Agency in an amount
representing a fair value of the work not yet completed. If
the Agency shall have filed to provide such written statement
within said thirty (30) day period, the Developer shall be
deemed entitled to the Certificate of Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation
of the Developer to any holder of any mortgage, or any insurer
of a mortgage securing money loaned to finance the
improvements, or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in the
California Civil Code, Section 3093.
VI. [§600] USE OF THE SITE
A. [§601] Uses
The Developer covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Site or any part thereof, that during construction and
thereafter, the Developer and such successors and such
assignees, shall not devote the Site to any uses prohibited by
the Redevelopment Plan and this Agreement. The foregoing
covenant shall run with the land for twenty (20) years
commencing with the date of execution of this Agreement by the
Agency.
B. [§602] Non -Discrimination
The Developer covenants by and for itself and any
successors in interest that there shall be no discrimination
against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status,
age, handicap, national origin or ancestry in the sale, lease,
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0 0
sublease, transfer, use, occupancy, tenure or enjoyment of the
Site, nor shall the Developer itself or any person claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Site. The
foregoing covenants shall run with the land.
The Developer shall refrain from restricting the
rental, sale or lease of the Site on the basis of race, color,
creed, religion, sex, marital status, handicap, national origin
or ancestry of any person. All such deeds, leases or contracts
shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and
for himself or herself, his or her heirs,
executors, administrators and assigns, and all
persons claiming under or through them, that
there shall be no discrimination against or
segregation of, any person or group of persons on
account of race, color, creed, religion, sex,
marital status, age, handicap, national origin or
ancestry in the sale, lease, Sublease, transfer,
use, occupancy, tenure or enjoyment of the land
herein conveyed, nor shall the grantee himself or
herself or any person claiming under or through
him or her, establish or permit any such practice
or practices of discrimination or segregation
with reference to the selection, location,
number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall
run with the land."
2. In leases: "The lessee herein covenants by and
for himself or herself, his or her heirs,
executors, administrators and assigns, and all
persons claiming under or through him or her, and
this lease is made and accepted upon and subject
to the following conditions:
"There shall be no discrimination against or
segregation of any person or group of persons on
account of race, color, creed, religion, sex,
marital status, handicap, age, ancestry or
national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment
of the premises herein leased nor shall the
lessee himself or herself, or any person claiming
under or through him or her, establish or permit
any such practice or practices of discrimination
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0 0
or segregation with reference to the selection,
location, number, use or occupancy of tenants,
lessees, sublessees, subtenants or vendees in the
premises herein leased."
3. In contracts: "There shall be no discrimination
against or segregation of, any person, or group
of persons on account of race, color, creed,
religion, sex, marital status, age, handicap,
ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the
transferee himself or herself or any person
claiming under or through him or her, establish
or permit any such practice or practices of
discrimination or segregation with reference to
the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or
vendees of the premises."
C. [§603] Effect and Duration of Covenant
The covenants established in this Agreement and the
deeds shall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, the City and any successor
in interest to the Site or any part thereof. The covenants,
contained in this Agreement shall remain in effect until the
termination date of the Redevelopment Plan except as otherwise
provided herein. The covenants against racial discrimination
shall remain in perpetuity.
D. [§604) Rights of Access
The Agency, for itself and for the City and other
public agencies, at its sole risk and expense, reserves and the
Developer grants the right to enter the Site or any part
thereof at all reasonable times for the purpose of
construction, reconstruction, maintenance, repair or service of
any public improvements or public facilities located on the
Site and recorded as a matter of record as of the date of this
Agreement; provided that, except in emergency situations, such
rights shall not be exercised during the Christmas season or
without reasonable prior notice. Any such entry shall be made
only after reasonable notice to Developer, and Agency shall
defend, indemnify and hold Developer harmless from any costs,
claims, damages or liabilities pertaining to any entry.
Nothing herein shall be construed as a grant of an easement or
other property right not of record.
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0 0
VII. [§700] DEFAULTS AND REMEDIES
A. (§701] Defaults -- General
Subject to the extensions of time set forth in
Section 803, failure by either party to perform any term or
provision of this Agreement within the time periods provided
herein constitutes a default under this Agreement. A party
claiming a default (claimant) shall give written notice of
default to the other parties, specifying the default complained
of.
Except as otherwise expressly provided in Sections 711 and
712 of this Agreement, the claimant shall not institute
proceedings against any other party and the other party shall
not be in default if such other party within thirty (30) days
from receipt of such notice immediately, with due diligence,
commences to cure, correct or remedy such failure or delay and
shall complete such cure, correction or remedy with diligence.
B. [§702] Legal Actions
1. [§703] Institution of Legal Actions
In addition to any other rights or remedies and
subject to the restrictions in Section 701, any party may
institute legal action to cure, correct or remedy any default,
to recover damages for any default, or to obtain any other
remedy consistent with the purpose of this Agreement. Such
legal actions must be instituted in the Superior Court of the
County of Orange, State of California, in an appropriate
municipal court in that county, or in the Federal District
Court in the Central District of California.
2. [§704] Applicable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
3. [§705] Acceptance of Service of Process
In the event that any legal action is commenced
by the Developer against the Agency, service of process on the
Agency shall be made by personal service upon the Executive
Director or in such other manner as may be provided by law.
In the event that any legal action is commenced
by the Agency against the Developer, service of process on the
Developer shall be made by personal service, whether made
within or without the State of California, or in such other
manner as may be provided by law.
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0
C. [§706] Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by any party of one or more of
such rights or remedies shall not preclude the exercise by it,
at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
D. [§707] Inaction Not a Waiver of Default
Any failures or delays by either party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive either such party of its right to
institute and maintain any actions or proceedings which it may
deem necessary to protect, assert or enforce any such rights or
remedies.
E. [§708] Damages
If any party defaults with regard to any of the
provisions of this Agreement, the non -defaulting party shall
serve written notice of such default upon the defaulting
party. If the default is not cured as provided in Section 701,
the defaulting party shall be liable to the other party for any
damages caused by such default, and the non -defaulting party
may thereafter (but not before) commence an action for damages
against the defaulting party with respect to such default.
F. [§709] Specific Performance
If any party defaults under any of the provisions of
this Agreement, the non -defaulting party shall serve written
notice of such default upon the defaulting party. If the
default is not cured as provided in Section 701, the
non -defaulting party at its option may thereafter (but not
before) commence an action for specific performance of terms of
this Agreement pertaining to such default.
G. [§710] Remedies and Rights Prior to the Acquisition
Transfer
1. [§711] Termination by the Agency
In the event that prior to the Acquisition
Conveyance:
(a) The Developer (or any successor in interest)
assigns or attempts to assign by executing a
written agreement of assignment the
Agreement or any rights therein or in the
Site in violation of this Agreement; or
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0
(b) The Developer does not submit construction
plans, drawings and related documents as
required by this Agreement, in the manner
and by the dates respectively provided in
this Agreement therefor any such default or
failure shall not be cured within forty-five
(45) days after the date of written demand
therefor by the Agency; or
(c) Any of the Conditions Precedent (as set
forth in Section 402 of this Agreement) are
not satisfied or waived by the time
established therefor in the Schedule of
Performance (Attachment No. 3);
then this Agreement and any rights and obligations thereunder
of the Developer (or any authorized assignee or transferee) or
the Agency, shall, at the option of the Agency, be terminated
by the Agency.
H. [§712] Attorneys Fees
If either party hereto files an action or brings any
proceeding against the other arising out of this Agreement, or
is made a party to any action of proceeding brought by the
Escrow Agent, then the prevailing party shall be entitled to
recover as an element of its costs of suit and not as damages,
reasonable attorneys' fees to be fixed by the court. The
"prevailing party" shall be the party who is entitled to
recover its costs of suit whether or not suit proceeds to final
judgment.
VIII. [§800] GENERAL PROVISIONS
A. [§801] Notices, Demands and Communications Between
the Parties
Written notices, demands and communications between
the Agency and the Developer shall be sufficiently given if
delivered by hand or dispatched by registered or certified
mail, postage prepaid, return receipt requested, or delivered
by courier, to the principal offices of the Agency and the
Developer. Such written notices, demands and communications
may be sent in the same manner to such other addresses as such
parties may from time to time designate by mail as provided in
this Section 801.
Any written notice, demand or communication shall be
deemed received immediately if delivered by courier.
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9 0
B. [§802] Conflicts of Interest
No member, official or employee of the Agency shall
have any personal interest, direct or indirect, in this
Agreement, nor shall any member, official or employee
participate in any decision relating to the Agreement which
affects his personal interests or the interests of any
corporation, partnership or association in which he is directly
or indirectly interested.
C. [§803] Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agreement,
performance by any party hereunder shall not be deemed to be in
default, and all performance and other dates specified in this
Agreement shall be extended, other than for the payment of
money, where delays or defaults are due to: war; insurrection;
strikes; lockouts; riots; floods; earthquakes; fires;
casualties; acts of God; epidemics; quarantine restrictions;
freight embargoes; litigation; unusually severe weather; acts
or omissions of another party; acts or failures to act of the
City of San Juan Capistrano or any other public or governmental
agency or entity (other than the acts or failures to act of the
City which shall not excuse performance by the Agency); or any
other causes beyond the control or without the fault of the
party claiming an extension of time to perform.
Notwithstanding anything to the contrary in this Agreement, an
extension of time for any such cause shall be for the period of
the enforced delay and shall commence to run from the time
notice by the party claiming such extension is sent to the
other party within thirty (30) days of the commencement of the
cause. Times of performance under this Agreement may also be
extended in writing by the mutual agreement of Agency and the
Developer.
The Developer shall not be entitled pursuant to this
Section 803 to an extension of time to perform because of past,
present, or future difficulty in obtaining suitable temporary
or permanent financing for the acquisition of the Site.
D. [§804] Non -liability of Officials and Employees of
the Agency
No member, official or employee of the Agency or the
City shall be personally liable to the Developer, or any
successor in interest, in the event of any default or breach by
the Agency (or the City) or for any amount which may become due
to the Developer or their successors, or on any obligations
under the terms of this Agreement.
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0 0
The Developer expressly agrees and acknowledges that
the City and the Agency are not obligated, by virtue of this
Agreement, to approve any ordinances or take or refrain from
taking any legislative acts, including, without limitation the
approval of a redevelopment plan amendment and the creation of
authority in the Agency to impose sales taxes with respect to
the Site (or any other area), except as provided in Section
303 (3).
[§805] Brokers
Neither the Agency nor the Developer shall be liable
for any real estate commissions, brokerage fees or finders fee
which may arise here from. The Agency and the Developer each
represents that it has not engaged any broker, agent or finder
in connection with this transaction, and each agrees to defend,
indemnify and hold harmless the other parties from and against
any claim with respect to such commissions based upon the acts
of such party.
IX. [§900] ENTIRE AGREEMENT; WAIVERS, CONSENT
This Agreement is executed in five (5) duplicate originals,
each of which is deemed to be an original. This Agreement
includes pages 1 through 28 and Attachments 1 through 9, which
constitutes the entire understanding and agreement of the
parties.
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreements between the parties or
their predecessors in interest with respect to all or any part
of the subject matter hereof.
All waivers of the provisions of this Agreement must be in
writing by the appropriate authorities of the Agency and the
Developer and all amendments hereto must be in writing by the
appropriate authorities of the Agency and the Developer.
Neither the Agency nor the Developer makes any
representations or warranties except as expressly set forth in
this Agreement.
X. [§1000] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Developer and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before thirty (30) days after
signing and delivery of this Agreement by Developer or either
party may decline to enter into this Agreement, except to the
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extent that the Developer shall consent in writing to a further
extension of time for the authorization, execution and delivery
of this Agreement. The date of this Agreement shall be the
date when it shall have been signed by the Agency. The
individuals signing below on behalf of the Developer represent
and warrant that they have the authority to bind such entities.
IN WITNESS WHEREOF, the Agency and the Developer have
signed this Agreement on the respective dates set forth below.
December 16 19&� SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
Lo
C�ary)L. Haus or er, C air an
ATTEST:
Mary Ann Ha ve , Agency gecretary
APP VED T
�.
Agency Counsel
THE PRICE COMPANY, a California
corporation
i
W.
By: 111.1 \S
Its:
"DEVELOPER"
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0 0
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
CITY OF SAN JUAN CAPISTRANO
On thi s 16th day of December
in the year 1986 before me, the undersigned, a Notary Public
in and for said State, personally appeared Gary L. Hausdorfer and
Ann Hanover , personally known to me (or proved to me
on the basis of satisfactory evidence) to be the persom who
executed this instrument as the Chairman and Secretary
(insert title of the officer)
San Juan Ca
(name of
istrano Community Redevelopment Agency
lblic corporation, agency or political subdivis
and acknowledged to me that the San Juan Capistrano Community
c corporation, agency or political subdivis
executed it.
.y
M
SEALHNSONCALIFORNIAaaly NGV 11, 1989
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'Ile w4'
5ignatu_rk of NotAlry Public
Cheryl A. Johnson
Name typed or printed
6
STATE OF CALIFORNIA
ss.
COUNTY OF S a r I� r _4o )
On December 12, )98/0
undersigned, a Notary Public in and for
appeared kober-F <5 {PrIce,
personally known to me or proved to me
satisfactory evidence to be the person
46
before me, the
said State, personally
on the basis of
who executed the within
instrument as the President,
and C-7, les (J . P;a+e ry,a n personally known
to me or proved to me on the basis of satisfactory evidence to
be the person who executed the within instrument as the
✓}53 5-t C? rr+ Secretary of the Corporation
that executed the within instrument and acknowledged to me that
such corporation executed the within instrument pursuant to its
by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
OFFICIAL SEAL
(SEAL)
CDLLEEN CARPENTER DWYER
NOTARY PUBLIC-CALIfORNfA
SAN DIEGO COUN I v
�ttpx My comm EXQ"Pr A"" t, i pqb
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-- - --- ATTACHIOT NO. 1
4.
:EL 2 -
CL
F- L
-rA, -sire P,'kzced
BLVD
VICTORIA
ATTACHMENT NO.
Page 1 of 1
DESCRIPTION
PARCEL 1:
ATTACHMENT NO. 2 •
TICOR TITLE t SURANCE COMPANY OF CALIFORNIA
LEGAL DESCRIPTION
022
THAT PORTION OF THE RANCHO ROCA DE LA PLAYA, CITY OF SAN JUAN CAPISTRANO,
COUNTY OF' ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAF' RECORDED JUNE 29,
1887 IN BOOK, 4 PAGES 118 AND 119 OF PATENTS, RECORDS OF LOS ANGELES COUNTY
CALIFORNIA DESCRIBED AS FOLLOWS
BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. DE PRYOR Ii
THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO, 1210 OF THE SUPERIOR COURT OF
ORANGE COUNTY, CALIFORNIA; THENCE NORTH 33 DEGREES 40 MINUTES EAST 21 FEET TO
FENCE CORNER; THENCE ALONG OLD FENCE NORTH 27 DEGREES 10 MINUTES WEST, 518
FEET TO A FENCE CORNER; THENCE NORTH 46-1/2 DEGREES WEST, 880 FEET TO THE
RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY; THENCE SOUTH 26
DEGREES WEST ALONG SAID RIGHT OF WAY 717 FEET TO LINE OF LAND ALLOTTED IN CASE
TO CHRISTINE S. PRYOR, AND THENCE: SOUTH 69-1/2 DEGREES EAST, 1122 FEET TO THE
POINT OF BEGINNING.
EXCEPT THAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE
HIGHWAY AS DESCRIBER IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 5,
1930 IN BOOK 375 PAGE 99, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM 1/16TH OF ALL. OIL, GAS, MINERALS AND HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RAEMUSSEN,
A MARRIED MAN, RECORDED JANUARY 25, 1951 IN BOOK 2134 PAGE. 528, OFFICIAL.
RECORDS.
ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL,
OIL RIGI-ITS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL. GAS RIGHTS, AND
OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE
PARCEL. OF LAND HE:RF_.INABOVL DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF
DRILLING. MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM
SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY
DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL, OR GAS
WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE: OF THE LAND
HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED
WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE
ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE
AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE
LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE
SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS.
PARCEL. 2:
BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE PRYOR HOMESTEAD AS
DESCRIBED IN DECREE RECORDED IN BOOK 7 PAGE 31 OF HOMESTEADS, RECORDS OF LOS
ANGELES COUNTY, CALIFORNIA, WITH THE CENTER LINE OF THE CALIFORNIA STATE
HIGHWAY AT ENGINEER'S STATION 416 + 49.24 THEREOF; THENCE FOLLOWING THE
EASTERLY LINE OF SAID PRYOR HOMESTEAD, SOUTH 27 DEGREES 53 MINUTES 30 SECONDS
WEST 265,41 FEET AND SOUTH 27 DEGREES 08 MINUTES 40 SECONDS EAST 193.61 FEET
TO THE CENTER LINE OF SAID HIGHWAY AT ENGINEER'S STATION 412 + 40,.84; AND
THENCE NORTHERLY ALONG THE: CENTER LINE OF SAID HIGHWAY 408.40 FEET TO THE
ATTACHMENT NO. 2
Age 1 of 2
06114 0805292 • R •
• TICOR TITLE INSURANCE COMPANY OF CALIFORNIA
POINT OF BEGINNING.
PARCEL. 3:
THAT PORTION OF THE PRYOR HOMESTEAD TRACT. IN THE RANCHO
OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAF' ATTACHED
FINAL DECREE MADE BY THE SUPERIOR COURT OF SAID COUNTY,
WHICH IS RECORDED IN BOOK 27 PAGE 89 OF DEEDS IN THE IN
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
020
DOCA LA PLAYA, COUt
TO CASE NO. 1210, I
A CERTIFIED COPY OF
THE OFFICE OF THE
COMMENCING AT THE NORTHEASTERLY CORNER OF THE 49.8 ACRES ALLOTTED TO ALBERT
PRYOR IN SAID CASE NO. 100 OF THE SUPERIOR COURT OF SAID COUNTY; THENCE
WESTERLY ALONG. THE: NORTHERLY LINE OF SAID 49.8 ACRES ALLOTTED TO ALBERT PV40
NORTH 68 DEGREES 35 MINUTES 09 SECONDS WEST, 949.60 FEET TO A POINT IN THE
EASTERLY RIGHT OF WAY LINE OF THE. SOUTHERN CALIFORNIA RAILWAY, AS SHOWN ON M
OF SAID PRYOR HOMESTEAD TRACT, SAID POINT BEING ALSO THE SOUTHWESTERLY CORNE
OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED RECORDED IN BOOK 5834 PAGE
580 OF OFFICIAL_ RECORDS IN SAID OFFICE; THENCE NORTHERLY ALONG SAID EASTERLY
RIGHT OF WAY LINE NORTH 16 DEGREES 47 MINUTES 31 SECONDS EAST; 580.08 FEET T
THE NORTHERLY LINE OF THE 49.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID
SUPERIOR COURT CASE. NO. 1210; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE
SOUTH 68 DEGREES 35 MINUTES 09 SECONDS EAST, ALONG SAID LAST MENTIONED
NORTHERLY LINE, A DISTANCE: OF 962.29 FEET TO A POINT IN THE CENTER LINE OF
THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED
RECORDED IN BOOK 374 PAGE 101, OFFICIAL RECORDS IN SAID OFFICE; THENCE
SOUTHERLY ALONG SAID CENTER LINE SOUTH 05 DEGREES 51 MINUTES 24 SECONDS WEST
42.18 FEET TO THE. BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A
RADIUS OF 1500.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH AN ANGLE
15 DEGREES 27 MINUTES 45 SECONDS, AN ARC DISTANCE OF 404.81 FEET; THENCE
LEAVING SAID CENTER LINE, ALONG THE NORTHEASTERLY PROLONGATION OF THE
SOUTHEASTERLY LINE OF THAT CERTAIN PARCEL. OF LAND CONVEYED TO THE STATE OF
CALIFORNIA BY DEED RECORDED IN BOOK 375 PAGE 99, OFFICIAL RECORDS IN SAID
OFFICE, SOUTH 34 DEGREES 34 MINUTES 51 SECONDS WEST, 141.45 FEET TO THE POIN
OF BEGINNING.
EXCEPTING THEREFROM THAT CERTAIN STRIP OF LAND i.00 FOOT WIDE, AS DESCRIBED
DEED RECORDED IN BOOK 7503 RACE 60, OFFICIAL RECORDS, IN SAID OFFICE.
80% RATE
ATTACHMENT NO. 2
Page 2 of 2
ATTACHMENT NO. 3
SCHEDULE OF PERFORMANCE
I. GENERAL PROVISIONS
1. Execution of Agreement by the
Agency. The Agency shall hold
a public hearing on this
agreement, shall authorize
execution and shall execute
this agreement, and shall
deliver five (5) executed
copies of this agreement to
the Developer.
2. Submission - Basic Concept
and Schematic Drawings. The
Developer shall submit
the basic concept and
schematic drawings (complete
submittal package) for review
and comment to the Environmental
Review Board, Traffic and Trans-
portation Commission,
architectural Board of Review
and Planning Commission.
3. Approval - Basic Concept and
Schematic Drawings. The
Agency shall approve or
disapprove the basic concept
and schematic drawings.
No later than December 16, 1986.
Concurrent with execution
of the agreement.
Within 30 days of Agency's
execution of this
Agreement.
4. Completion of Soils or Prior to or concurrent with the
Geotechnical Test. The Agency's execution of this
Developer shall conduct at its Agreement.
expense all work necessary to
investigate and determine the
soil condition of the site.
5. Submission - Preliminary Title Concurrent with execution of
Reports. The Agency shall this Agreement by the Agency.
submit to the Developer copies
of thepreliminary title reports
for the site.
12-09-86 Attachment No. 3
2199k/2299/16 Page 1 of 3
0
6. Comments - Preliminary Title
Reports. The Developer shall
submit to the Agency/City its
comments on the preliminary
title reports for the site.
II. CONVEYANCE AND CONSTRUCTION
1. Submission - Preliminary
Construction Drawings and
Grading and Landscaping Plans.
The Developer shall prepare and
submit to the Agency and City
preliminary construction drawings
and grading and landscaping plans
for the combined site.
2. Approval - Preliminary
Construction Drawings
and Grading and Landscape
Plans. The Agency and City
shall approve or disapprove
the preliminary construction
drawings and grading and
landscaping plans.
3. Submission - 100 Percent
Complete Final Construction
Drawings and Grading and
Landscaping Plans. The
Developer shall prepare
and submit to the Agency and
City 100 percent complete
construction drawings and a
final landscaping and finish
grading plan.
4. Approval - 100 Percent
Complete Final Construction
Drawings and Grading and
Landscaping Plans. The
Agency and City shall approve
or disapprove the 100 percent
complete final construction
drawings and the final
landscaping and finish
grading plan.
0
Within 30 days after receipt by the
Developer.
Within 60 Days after the Agency
approves basic concept and
schematic drawings.
Within 30 days after receipt by the
Agency.
Within 90 days after the Agency
approves the preliminary
construction drawings.
Within 30 days after receipt by the
Agency.
S. Conditions Precedent. The Prior to the date for
Developer meets all conditions conveyance of the site.
of approval.
12-09-86 Attachment No. 3
2199k/2299/16 Page 2 of 3
0
6. Opening of Escrow. The Agency
shall open the escrow for the
parcels.
7. Conveyance of Title. The
Agency shall convey title
and/or possession of the
parcels to the Developer.
8. Commencement of Construction
The Developer shall commence
construction of improvements
on the Site.
9. Grading, Excavation and
Laying of Foundations. The
Developer shall complete the
grading, excavation and
laying of foundations.
10. Completion of Construction
and Development. The
Developer shall complete
the construction of the
Price Club Building.
0
At least 60 days prior to the date
for conveyance to the Developer by
the Agency.
No later than June 30, 1987.
Within 90 days after conveyance of
title and possession of Site to the
Developer and issuance of building
permits.
Within 180 days of the commencement
of construction.
Within twelve (12) months after
issuance of building permits.
Development will occur in three phases in accordance with the Scope of
Development. Phase I ("Price Club") and the planning for the Site shall
proceed in accordance with the above Schedule. Construction of Phase II
shall be completed on or before the first anniversary date of the
completion of construction and the issuance of a Certificate of Occupancy
therefore. Construction of Phase III shall be completed on or before the
second anniversary date of the completion of construction of the Price
Club and the issuance of Certificates of Occupancy therefor.
12-09-86 Attachment No. 3
2199k/2299/16 Page 3 of 3
ATTACHMENT NO. 4
AGENCY DEED
Recording Requested By and )
When Recorded Return To and )
Mail Tax Statements To: )
Space above for recorder's use on
GRANT DEED
For a valuable consideration receipt of which is
hereby acknowledged,
The SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, a public body, corporate and politic, of the State of
California, herein called "Grantor" acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan" for the
Redevelopment Project for the Central Redevelopment Project
Area, herein called "Project", under the Community
Redevelopment Law of California, hereby grants to THE PRICE
COMPANY, a California corporation, herein called "Grantee", the
real property hereinafter referred to as "Property", described
in Exhibit A attached hereto and incorporated herein, subject
to the existing easements, restrictions and covenants of record.
1. Said Property is conveyed in accordance with and
subject to the Redevelopment Plan which was approved and
adopted by the City Council of the City of San Juan Capistrano
by Ordinance No. 488, as amended by Ordinance Nos. 509, 547 and
582, and a Disposition and Development Agreement entered into
between Grantor and Grantee dated (the
"DDA"), a copy of which is on file with the Grantor at its
offices as a public record and which is incorporated herein by
reference.
12-09-86 Attachment No. 4
2199k/2299/16 Page 1 of 4
2. The Grantee shall not use the Property for uses
prohibited in the applicable provisions of the Redevelopment
Plan for the Project (or any amendments thereof approved
pursuant to paragraph 9 of this Grant Deed), and this Grant
Deed, whichever document is more restrictive.
3. The Property is conveyed to grantee at a purchase
price, herein called "Purchase Price", determined in accordance
with the uses permitted. Therefore, Grantee hereby covenants
and agrees for itself, its successors, its assigns, and every
successor in interest to the Property that the Grantee, such
successors and such assigns, shall develop, maintain, and use
the Property only as follows:
(a) Grantee shall develop the Property as required by
the DDA, and with parking conforming to the requirements of the
San Juan Capistrano City Code.
(b) Grantee shall maintain the improvements on the
Property and shall keep the Property free from any accumulation
of debris or waste materials. Grantee shall also maintain the
required landscaping in a healthy condition.
(c) After the issuance of a Certificate of Completion
as provided in the DDA, the Developer may make changes,
additions and alterations to improvements on the Property
provided Developer is in compliance with all applicable laws,
ordinances and regulations.
(d) Grantee shall only sell, transfer or convey the
Property as a whole and is not permitted to subdivide the
Property for the duration of the Redevelopment Plan without
first recording a reciprocal easement agreement for parking and
access purposes between or among the subdivided parcels, if
required by the Grantor and the City.
4. Prior to recordation of a Certificate of Completion
issued by the Grantor for the improvements to be constructed on
the Property:
(a) Except for leases, the Grantee shall not make any
sale, transfer, conveyance, or assignment of the Property or
any part thereof or any interest therein, except to a
partnership in which the Developer has at least a 50% interest
in profits and losses without the prior written consent of the
Grantor except as permitted by paragraph 4(b) of this Grant
Deed. This prohibition shall not be deemed to prevent the
granting of easements or permits to facilitate the development
of the Property.
12-09-86 Attachment No. 4
2199k/2299/16 Page 2 of 4
(b) The Grantee shall not place or suffer to be
placed on the Property any lien or encumbrance other than
mortgages, deeds of trust, or any other form of conveyance
required for financing of the acquisition of the Property, the
construction of improvements on the Property, and any other
expenditures necessary and appropriate to develop the Property.
5. The Grantee agrees for itself and any successor in
interest not to discriminate upon the basis of race, color,
creed or national origin in the sale, lease, or rental or in
the use or occupancy of the Property hereby conveyed or any
part thereof. Grantee covenants by and for itself, its
successors, and assigns, and all persons claiming under or
through them that there shall be no discrimination against or
segregation of, any person or group of persons on account of
race, color, creed, national origin or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure, or enjoyment
of the Property, nor shall the Grantee itself or any person
claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy
of tenants, lessees, sub -tenants, sublessees, or vendees in the
Property. The foregoing covenants shall run with the land.
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the
lien or charge of any mortgage or deed of trust or security
interest permitted by paragraph 4(b) of this Grant Deed;
provided, however, that any subsequent owner of the Property
shall be bound by such remaining covenants, conditions,
restrictions, limitations and provisions, whether such owner's
title was acquired by foreclosure, deed in lieu of foreclosure,
trustee's sale or otherwise.
7. All covenants contained in this Grant Deed shall be
covenants running with the land. Grantee's obligation to
develop the improvements on the Property provided in paragraph
3(a) of this Grant Deed shall terminate and shall become null
and void upon recordation of a Certificate of Completion issued
by Grantor for the Property. Grantee's obligation to use or
cause the use of the improvements constructed as provided in
paragraph 3(a) shall continue in effect until expiration of the
Redevelopment Plan. Every covenant contained in this Grant
Deed against discrimination contained in paragraph 5 of this
Grant Deed shall remain in perpetuity.
8. All covenants without regard to technical
classification or designation shall be binding for the benefit
of the Grantor, and such covenants shall run in favor of the
12-09-86 Attachment No. 4
2199k/2299/16 Page 3 of 4
0 0
Grantor for the entire period during which such covenants shall
be in force and effect, without regard to whether the Grantor
is or remains an owner of any land or interest therein to which
such covenants relate. The Grantor, in the event of any breach
of any such covenants, shall have the right to exercise all the
rights and remedies and to maintain any actions at law or suits
in equity or other proper proceedings to enforce the curing of
such breach.
9. Both before and after recordation of a Certificate of
Completion, both Grantor, its successors and assigns, and
Grantee and the successors and assigns of Grantee in and to all
or any part of the fee title to the Property shall have the
right to consent and agree to changes in, or to eliminate in
whole or in part, any of the covenants or restrictions
contained in this Grant Deed without the consent of any tenant,
lessee, easement holder, licenses, mortgagee, trustee,
beneficiary under a deed of trust or any other person or entity
having any interest less than a fee in the Property. The
covenants contained in this Grant Deed, without regard to
technical classification shall not benefit or be enforceable by
any person or entity other than the Grantor or its successors
and assigns. Any amendments to the Redevelopment Plan which
change the uses or development permitted on the Property, or
otherwise change any of the restrictions or controls that apply
to the Property, shall require the written consent of Grantee
or the successors and assigns of Grantee in and to all or any
part of the fee title to the Property, but any such amendment
shall not require the consent of any tenant, lessee, easement
holder, licensee, mortgagee, trustee, beneficiary under a deed
of trust or any other person or entity having any interest less
than a fee in the Property.
10. The covenants contained in this Grant Deed shall be
construed as covenants running with the land and not as
conditions which might result in forfeiture of title.
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed on their behalf by their
respective officers hereunto duly authorized, this day
of , 1986.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By:
12-09-86 Attachment No. 4
2199k/2299/16 Page 4 of 4
Attachment No. 5
Scope of Development
I. GENERAL
n
u
This document presents general requirements for the
development of the Site and off-site improvements.
Detailed requirements will be addressed in the
development review process and approval of specific
construction plans and documents.
The site shall be designed and developed as an
integrated complex in which the buildings will achieve
architectural excellence, both individually as well as
in their integration into the complex as a whole.
The Developer and the Agency will cooperate and direct
their consultants, architects and engineers to
cooperate so as to ensure the continuity and
coordination necessary for the proper and timely
completion of the project.
A. Site Description
The Site is an area bounded by a mobile home park on
the north, the creek and A.T. & S.F.R.R. on the west,
existing commercial on the south and Doheny Park Road
on the east. The Site area is approximately 23.032
acres (1,003,274 sq. ft.).
B. Architecture and Site Desi n
The architecture shall include elements of a village
marine architectural theme, which is evident in the
surrounding area known as Capistrano Beach. It is
important this style be evident in all elements of
design, from all elevations of the structures down to
smaller elements such as street furniture and trash
enclosures. Particular attention shall be paid to
massing, color and materials. Materials shall include
those approved by City in its discretion.
The Developer shall apply for approvals from the City
and the Agency for the project's site design and
elevations as required by City codes and this
Disposition and Development Agreement.
12-09-86 Attachment No. 5
2199k/2299/16 Page 1 of 10
C. Uses
The Site shall include a Price Club of not less than
112,000 square feet nor more than 150,000 square feet
with a total gross leaseable area of all buildings
including the Price Club building of not less than
166,000 square feet.
The following uses and sales items are prohibited
unless part of the Price Club operation:
Movie theaters, lumber yards, hardware or home
improvement (as a principal use of a single business),
bowling alley, grocery store (as a principal use of a
single business), thrift stores, auto dealers or
repair, professional offices, banks, savings and loan,
credit unions, hotels/motels, antique stores, live
entertainment or dancing nightclubs or cabarets,
dwellings, townhouses or apartments in connection with
a commercial use, religious related uses, including
churches, temples, synagogues, convents, monasteries,
religious retreats and other places of religious
worship, pool or billiard center, computer or data
processing center, linen and diaper supply service,
ambulance services, trading stamp redemption centers,
secondhand stores, private clubs and lodges, car wash,
child day-care centers, convalescent and nursing
homes, homes for the aged, childrens' homes and
sanitariums, manufacturing assembling, testing,
repairing or research on components, devices,
equipment and systems of an electrical, electronic or
electromechanical nature, adult bookstores,
pornographic theatres or bookstores or adult model
studio, massage parlors, campgrounds and commercial
recreational vehicle park, collection or recycling of
paper, glass and other materials, animal shelter,
kennels, vehicle storage.
Notwithstanding anything herein to the contrary, not
more than eleven percent (11%) of the gross leaseable
area of the Site excluding the gross leaseable area
for the Price Club, can be utilized for general office
and/or financial institutions.
The Price Club shall open as a full service store with
a full range of merchandise as offered by the Price
Club in its stores in the Southern California area;
provided that this obligation shall not be construed
as a continuing obligation to operate a Price Club in
any particular manner or for any length of time.
12-09-86 Attachment No. 5
2199k/2299/16 Page 2 of 10
0 i
II. ON-SITE DEVELOPMENT AND IMPROVEMENTS
The following requirements shall be the sole financial
responsiblity of the Developer, unless specifically
noted otherwise. All improvements shall be completed
in accordance with the Schedule of Performance.
A. Project - The Developer shall construct the buildings
as referred to in Section 1.0 above in three (3)
phases as provided in the Schedule of Performance in
accordance with the Phasing Plan attached hereto as
Exhibit 1.
B. Site Preparation - The Developer shall be responsible
for preparing the Site for construction, including
without limitation demolition and relocation of
utilities as follows:
1. Demolition - The Developer shall be responsible
for and shall pay for:
a. Insofar as necessary to provide the
Developer improvements , the reduction and
removal of any structures and improvements
from the Site, including subsurface
structures, and the removal of all bricks,
lumber, pipes, equipment and other material
and all debris and rubbish resulting from
such demolition.
b. Insofar as necessary to provide the
Developer improvements, the removal of all
paving (including catch basins, curbs,
gutters, drives, sewers, water lines and
sidewalks) within or on the Site.
C. Removal and abandonment by public utility
companies of such utility lines,
installations, facilities and related
equipment within the Site required to
effectuate the purposes of this Agreement.
The Agency is not in any way responsible for
the filling of any excavations, nor for
grading or compaction. Soil conditions
shall be solely the responsibility of the
Developer.
12-09-86 Attachment No. 5
2199k/2299/16 Page 3 of 10
2. Soil Conditions - Subject to Developer approval
of soils as set forth in Section 402 of this
Agreement, the Developer assumes the
responsibility to deal with all portions of the
Site in an "as is" condition. It shall be solely
the responsibility of the Developer, at its
expense, to investigate and determine the soil
and subsurface conditions of the Site and
suitability of such Site for the development to
be constructed or caused to be constructed by
Developer. If the soil conditions of the Site
are not in all respects entirely suitable for the
use or uses to which the Site will be put, then
it is the sole responsibility and obligation of
the Developer to take such action as may be
necessary to place the Site and the soil
conditions of the Site in all respects in a
condition entirely suitable for the development
of the Site
3. Lot Line Adjustment - The Developer and Agency
shall process a lot line adjustment or a
reversion to acreage for the Site as may be
required so that one parcel is conveyed to the
Developer or if a parcel map is necessary, the
Developer shall prepare or cause to be prepared
and recorded a parcel map which illustrates the
Site, easements encumbering the site,
dedications, and realigned streets, if any. The
Developer shall pay for all costs incurred as a
result of the preparation and recordation of such
map and all costs for the lot line adjustment or
reversion to acreage except as to Development
Fees associated therewith which are allocated
pursuant to Paragraph 13(c) hereof.
4. Easements - The Developer shall grant and permit
all necessary and appropriate utility easements
and rights for the development of the Site,
including but not limited to sanitary sewers,
storm drains, water, electrical power, telephone,
natural gas, CATV, etc.
5. Parking - The site shall provide adequate parking
facilities, including access, circulation and
amount of parking according to the San Juan
Capistrano Municipal Code and San Juan Capistrano
Parking Standards. The number and location of
standard and compact spaces may be modified as
approved by the City. The design and
configuration of the parking facilities shall
conform to standards established by the City.
12-09-86 Attachment No. 5
2199k/2299/16 Page 4 of 10
0 0
All parking and pedestrian areas shall
incorporate adequate lighting, both for security
and for the safety and security needs of the
pedestrian. Exterior lighting standards shall be
consistent with the overall design theme of the
project and shall be approved by the Agency and
the City.
Vehicular Access - The site shall provide
adequate vehicular access. The placement of
vehicular drives shall be coordinated and
approved with the Public Works Department and
Planning and Community Development Department.
The City will approve all curb break locations
for access to the Site for off-street and truck
loading.
7. Screening - Screening of air conditioning and
other equipment on or in the buildings shall be
screened to the extent and in the manner approved
by the Agency and the City.
Adequate loading/unloading space shall be
provided as approved by the Agency. All loading
spaces visible from the street shall be
landscaped or screened to prevent an unsightly or
barren appearance.
8. Landscaping - Landscaping for the site shall be
consistent with the architectural theme of the
project and shall incorporate drought -resistant
plant materials and low water usage irrigation.
Plant materials shall conform to that recommended
in the Capistrano Beach Specific Plan and as
approved by the Planning Commission and City.
Unless stated specifically otherwise in this
document, Developer shall maintain all on Site
landscaping and related features at his sole cost
and expense.
A detailed landscape/irrigation plan shall be
approved by the City prior to issuance of any
building permits. Said plan shall include,but
not be limited to: type, size and location of all
plants and trees; type of ground cover;
sprinklers; all walls, fences, or barriers; trash
enclosures; driveways; parking lots and security
lighting; and type, location, and assignment of
street addresses on property.Landscaping shall be
installed in accordance with the approved plan
prior to release of utilities. Design of trash
enclosure(s) shall be approved by the City. All
12-09-86 Attachment No.
2199k/2299/16 Page 5 of 10
landscaped areas shall be separated from paved
vehicular areas by 6 -inch high continuous
Portland Cement Concrete curbing.
Specific attention shall be given to the buffer
area to the north side of the Site. The buffer
shall be approved by the City and Agency, as well
as the landscaping elements.
The design shall be in harmony with the overall
project design.
9. Signs - Sign design, color selection, letter
style and placement shall be compatible with the
architectural theme of the Site. Signs, shall be
limited in size, subdued and otherwise designated
to contribute positively to the environment.
Signs identifying the building use will be
permitted, but their height, size, location,
color, lighting and design will be subject to
Agency and City approval and must conform to the
Planned Community District adopted for the
project. No animated signs or signs extending
above the roof parapet are allowed. Permits must
be received for all signs in accordance with the
San Juan Capistrano Municipal Code.
10. Maintenance and Operation - Except if within a
public right of way, on-site Improvements to be
maintained by the Developer shall include but not
be limited to sidewalks, pedestrian lighting,
landscaping and architectural elements
identifying the site.
11. Engineering/Public Improvements - Developer shall
submit a grading plan, street improvement plans,
hydrology and hydraulic calculations to the
Public Works Department and Orange County
Environmental Management Agency.
Developer shall be responsible for the design and
construction of all improvements in any public
right-of-way required in connection with
Development of the Site (referred to as "Public
Right of Way Improvements"). As provided in
paragraph III below, Design of all Public Right
of Way Improvements shall require the approval of
the Community Planning and Development and Public
Works departments and, if applicable, Orange
County Environmental Management Agency and A.T. &
S.F.R.R. All costs and expenses of designing and
constructing Public Right of Way Improvements
shall be paid for by the Agency.
12-09-86 Attachment No. 5
2199k/2299/16 Page 6 of 10
12. Utilities - Developer shall provide for the
onsite installation or the relocation of such
sewer, storm drain, water, gas, electric,
telephone, cable television and other utility
distribution lines, installations and facilities
as are necessary to be installed or relocated in
connection with the Site by reason of the new
development. Developer shall be responsible for
all necessary connections/ hookup interconnects
for existing and new utilities from the Site to
the curbline except for sewer and storm drain
which Developer shall install hookups on the
Site.
The cost of the design and construction and other
related costs of the storm drain on the Site
shall be the sole responsibility of the Agency.
Developer shall connect to existing sewer on site
and shall be responsible for any relocation, if
-:ecessary, of this on-site sewer line. Any new
on-site sewer lines constructed shall be at the
Developer's cost.
All such facilities located above -ground shall
meet with the approval of the Community Planning
and Development Department and the serving
Utility. Said installation shall be in a manner
acceptable to the public utility and shall be in
the form of a vault, wall cabinet or wallbox, and
shall be installed in accordance with standard
plans and specifications of the City of San Juan
Capistrano. Developer shall provide for the
installation of Cable T.V. facilities and
equipment for all buildings constructed on-site.
Utility facilities and related equipment which
are to remain as agreed to by the Agency and the
Developer shall be protected by the Developer or
the public utility which operates and maintains
such facilities and related equipment.
13. Development Fees
a. Definitions - For purpose of this paragraph
13, the following terms shall apply:
1) "Development Fees" shall mean all City
fees in connection with the development
of the Site, including, but not limited
to:
12-09-86 Attachment No. 5
2199k/2299/16 Page 7 of 10
a) Engineering fees, including, but
not limited to: Plan Check,
Development Inspections, Sewer
Capacity Fees, and Agricultural
Preservation Fees.
b) Planning fees, including, but
not limited to Zone Change Fees,
Agricultural Control, General
Plan Amendment, Parcel Map, and
E.I.R. Review.
C) Building fees, including, but
not limited to: Systems
Development, Transportation
Corridor Fees, and Building
Permit Fees.
b. The Agency shall timely pay to the City its
share of Development Fetes as provided in
paragraph c below. The Developer shall
timely pay its share of Development Fees as
provided in paragraph c below. Developer
shall be responsible for all Development
Fees to any other governmental body other
than the City.
C. Development Fees shall be payable thirty-two
percent (32%) by the Developer and
sixty-eight percent (68%) payable by the
Agency.
14. Fire - All occupied structures shall be provided
with automatic fire sprinklers, if required by
the fire department or building codes. All
vehicular ways shall be capable of supporting a
fire truck as directed by the Fire Department .
Water improvement plans shall be approved by the
County Fire Department. Water mains shall be of
adequate size, as specified by by the County Fire
Department and City Public Works Department.
Access consisting of a minimum 20' (36' if
Parking permitted) roadway capable of supporting
12-09-86 Attachment No. 5
2199k/2299/16 Page 8 of 10
0 9
fire apparatus shall be maintained to all fire
hydrants from the time that the hydrants are
placed in service. Special consideration shall be
given to maintaining the integrity of such
roadways during periods of inclement weather.
III. OFF-SITE DEVELOPMENT AND IMPROVEMENTS
A. The Developer shall cause to be designed and
constructed the following "Public Right of Way
Improvements" the entire cost and expense of which
shall be paid for by the Agency:
1. Water line to provide water service from San Juan
Creek Road to the Site.
2. Street improvements to include approximately
1,650 lineal feet of curb and gutter; 776 tons of
asphalt concrete; 2,238 tons of aggregate base;
6,900 square feet of sidewalk; and signing,
striping and landscapiong.
3. Traffic signal at the entrance to the Site and a
traffic signal at Avenida Averopuerro.
4. Drainage lines estimated to be approximately
2,167 lineal feet and four junction structures.
5. Street lighting and fire hydrants.
6. Landscaping within public easements or rights of
way.
7. Installation and relocation by the public utility
companies of such sewers, drains, water and gas
distribution lines, electric and telephone and
all other public utility lines installations and
facilities.
8. Undergrounding of public utilities.
9. Any and all other Public Right of Way
Improvements required by the City, County or
other governmental agency in connection with the
development of the Site.
B. Bid Process.
The Developer shall obtain three bids for all Public
Right of Way Improvements, and the storm drain
referred to in Paragraph II(B)(12) of this Scope of
Development and select the lowest bid unless for good
12-09-86 Attachment No. 5
2199k/2299/16 Page 9 of 10
reason Developer chooses a higher bid. Developer
shall submit the three bids to the Agency. The Agency
shall, in writing, approve the bid selected by the
Developer within ten (10) days after receipt of such
bids or direct the Developer to accept a different
bid. I£ the Agency fails to approve the selected bid
or direct the Developer to accept a different bid
within such ten (10) day period, the selected bid by
Developer shall be deemed approved by the Agency.
C. Advances of Funds.
The Developer shall advance the funds necessary for
the cost of the design and construction and other
related expenses of the storm drain on the Site
referred to in Paragraph II(B)(12) herein and the
Public Right of Way Improvements as provided in this
paragraph III. Such advances shall be deemed part of
the Loan from the Developer to the Agency as provided
in Section 301 0£ the Agreement. In the event the
maximum loan amount as provided in Section 301 of the
Agreement is reached, then any additional funds
necessary for Agency's financial obligations for the
storm drain and Public Right of Way Improvements and
Agency's share of Development Fees shall be paid
immediately by the Agency from its own funds.
D. Utility Work.
Any utility work shall be performed in accordance with
the technical specifications, standards and practices
of the City and the appropriate utility owner. The
Developer's plans for such public improvements shall
be submitted to the Agency and the City for review and
approval prior to the advertisement for bids. Once
such items are constructed, Developer shall be
responsible, at its expense, for any and all repairs
due to damages caused by Developer's construction and
any changes required by the Developer.
12-09-86 Attachment No. 5
2199k/2299/16 Page 10 of 10
EXHIBIT 1 - PHASING PLAN
For purposes of thisng plan, proposed building
&red drawn to scale. Building sites are numbered as
2•.- Second Phase; 3 - Third Phase.
L
O
!�
E
should not be consid-
s: 1 - First Phase;
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ATTACHMENT NO. 7
(Form of Note)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
PROMISSORY NOTE
Rate of Dated
Interest: percent ( ) per annum Date:
Owner:
Principal Amount:
1. The San Juan Capistrano Community Redevelopment
Agency, in the County of Orange, State of California (the
"Agency"), a public body corporate and politic, duly organized
and existing under the laws of the State of California, for
value received, promises to pay to the order of The Price
Company, a California corporation (the "Developer") at 2657
Ariane Drive, San Diego, California, or its permitted assigns,
the principal sum of Five Million One Hundred Seven Thousand
Five Hundred Seventeen Dollars ($5,107,517) or such lesser
amount as may be advanced and outstanding and in like manner to
pay interest in said sum from the date of each advance at the
Rate of Interest set forth above. Notwithstanding the Rate of
Interest on the Note herein specified, such rate shall not
exceed the stated maximum rate of interest permitted on bonds
issued by a redevelopment agency pursuant to Section 33645 of
the Health and Safety Code of the State of California, as
amended, or the maximum rate of interest provided by law. The
principal of and interest on this Note are payable in lawful
money of the United States of America, such payments to be made
to the Developer by check or draft mailed to the Developer at
the address referred to above or such other address as the
Developer may instruct in writing to the Agency.
12-09-86 Attachment No
2199k/2299/16 Page 1 of 5
2. This Note is issued for the purpose of providing funds
to finance certain redevelopment activities of the Agency and
the Developer, all as set forth and described in the
Disposition and Development Agreement, dated as of
1986, by and between the Agency and the
Developer (the "Agreement"), which is incorporated herein by
reference. The Note is issued under the authority and pursuant
to the Community Redevelopment Law, commencing with Section
33000, of the Health and Safety Code of the State of
California, as amended (the "Law") and is a general obligation
of the Agency.
3. This Note is issued under and secured by and entitled
to the protection of the Agreement as from time to time amended
and supplemented, pursuant to which the Tax Revenues (as
defined herein) are pledged to secure the payment of the
principal of and interest on this Note; but in no event shall
the principal of or interest on this Note be payable out of any
funds other than those of the Agency.
4. The obligation of the Agency to repay the principal of
and interest on this Note does not constitute a debt of the
City of San Juan Capistrano, the State of California or any of
its political subdivisions, and does not constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. Neither the members
of the Agency nor any persons executing this Note are liable
personally on this Note by reason of its execution.
5. This Note, together with any accrued interest thereon
then owing, may be paid in full in advance of any Payment Date
established herein without penalty. Upon such prepayment of
the principal amount of this Note, together with any accrued
interest thereon then owing, the holder of such Note shall
surrender the Note at the principal corporate office of the
Agency in San Juan Capistrano, California, and, notwithstanding
any failure to surrender such Note, all obligaitons and duties
of the Agency shall thereupon cease to exist and the Note shall
no longer be secured by the Agreement and shall not be deemed
to be outstanding under the provisions of the Agreement.
6. This Note may not be assigned, transferred or
otherwise pledged or conveyed, either in whole or in part, by
the Developer, without the express written consent of the
Agency.
7. For purposes of this section, the following terms
shall apply:
(a) "Tax Revenues" for a Note Year shall mean
the sum of an amount equal to one hundred percent (100%) of
that portion of taxes derived by the City and/or the Agency
12-09-86 Attachment No. 7
2199k/2299/16 Page 2 of 5
from the imposition of the Bradley Burns Uniform Local Sales
and Use Tax Law commencing with Section 7200 of the Revenue and
Taxation Code of the State of California, as amended, arising
from all businesses and activities conducted on the Site from
time to time, which are subject to such Sales and Use Tax Law.
(b) "Allocated Tax Revenues" shall mean the Tax
Revenues considered allocated each Note Year to the Developer
based upon the following allocation each Note Year:
(1) First $400,000 to Agency;
(2) Next $600,000 to Developer;
(3) Balance 50% to Agency and 50% to
Developer.
(c) "Note Year" means (i) the twelve (12)
calendar months beginning on the first day that a new Price
Club facility is open (on the Property) for business to the
public, and (ii) each twelve (12) calendar months thereafter.
I£ the Price Club opens on a day other than the first day of a
calendar month, the first NOTE year shall consist of the twelve
calendar months beginning with the first calendar month after
the date the Price Club opens plus the period from the date of
the opening until the first day of the first calendar month
after the opening.
(f) "Debt Service Payment" means each and every
payment required to be made by the Agency under paragraph 8
below in Repayment of Principal and Interest on this Note.
8. Note Payment
Provided Developer has completed and opened a
Price Club for business and Developer has not opened a Price
Club or similar retail operation within ten (10) miles from the
incorporated boundaries of the City of San Juan Capistrano as
such boundaries presently exist shown in Attachment No. 8 of
the Agreement, in which later event the Note shall be deemed
fully discharged, the Agency shall make Debt Service Payments
on each Payment Date during each Note Year in an amount equal
to the total Allocated Tax Revenues for the Note Year as of the
Payment Date less any Debt Service Payment previously paid to
12-09-86 Attachment No. 7
2199k/2299/16 Page 3 of 5
(d)
"Payment Date"
means the last day
of the
sixth month
of any
such Note Year
and the first day
of any such
Note Year.
(e)
"Interest Rate"
means prime rate
as charged
by Bank of
America
NT as of seven
(7) days prior to
the close
of escrow.
(f) "Debt Service Payment" means each and every
payment required to be made by the Agency under paragraph 8
below in Repayment of Principal and Interest on this Note.
8. Note Payment
Provided Developer has completed and opened a
Price Club for business and Developer has not opened a Price
Club or similar retail operation within ten (10) miles from the
incorporated boundaries of the City of San Juan Capistrano as
such boundaries presently exist shown in Attachment No. 8 of
the Agreement, in which later event the Note shall be deemed
fully discharged, the Agency shall make Debt Service Payments
on each Payment Date during each Note Year in an amount equal
to the total Allocated Tax Revenues for the Note Year as of the
Payment Date less any Debt Service Payment previously paid to
12-09-86 Attachment No. 7
2199k/2299/16 Page 3 of 5
Developer for such Note Year. Debt Service Payments shall be
credited to the payment of all accrued but unpaid Interest and
the balance to principal. Debt Service Payments shall be made
for a period of twenty-three (23) Note Years less one (1) year
for each $120,000 in principal reduction as a result of
repayment by Agency to Developer of any unexpended portion of
the Loan pursuant to Paragraph 2 of Section 301 of the
Agreement. In the event that Debt Service Payments are
insufficient to fully discharge the Note within the Note Years
described in the sentence immediately preceding then, in such
event, the unpaid balance of the Note, including any accrued
interest, shall be deemed forgiven.
In the event that the Agency fails to make Debt
Service Payments on any Payment Date and fails to cure same
within thirty (30) days after written notice from the
Developer, Agency hereby convenants to adopt a resolution
setting a tax rate in an amount sufficient to provide funds to
satisfy Agency's debt to the Developer under the Note upon all
retail sales in the Project Area pursuant to the Ordinance
described in Subparagraph (c) of Paragraph 1 in Section 402 0£
the Agreement and to transmit same to the State Board of
Equalization upon adoption. Upon receipt of such sales and use
tax from the. State, Agency shall forthwith make Debt Service
Payments as described herein. All sales taxes to be received
by the Agency pursuant to this Paragraph 8 are deemed pledged
to secure the Agency's debt to the Developer.
9. Any late payment of interest due on this Note shall
itself bear interest from the date due until paid at the
interest rate provided herein.
10. This Note has been executed in the State of California
and shall be construed and interpreted according to the laws of
the State of California.
11. The Agency promises to pay all costs and expenses,
including reasonable attorneys' fees incurred in collecting
payment on this Note or in enforcing any judgment obtained in
any legal process to collect on this Note, whether or not legal
action is instituted.
12. In the event the Agency defaults in making any payment
due under this Note, and does not cure such default within
thirty (30) days after written notice from the Developer to
cure such default, then,the entire unpaid principal balance and
accrued interest will be due and apayable. Failure of
Developer to give such written notice shall not be deemed a
waiver of the default by the Agency.
12-09-86 Attachment No. 7
2199k/2299/16 Page 4 of 5
0
IN WITNESS WHEREOF, the San Juan Capistrano Community
Redevelopment Agency has caused this Note to be executed in its
name by the manual signature of its Chairperson and attested by
the manual signature of its Executive Director and its
corporate seal to be affixed hereto or imprinted hereon, and
has caused this Note to be dated as of , 1987.
SAN JUAN CAPISTRANO REDEVELOPMENT
AGENCY
Chairperson
(SEAL)
ATTEST:
Executive Director
APPROVED AS TO FORM:
Agency Counsel
12-09-86 Attachment No. 7
2199k/2299/16 Page 5 of 5
1�•
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price club radius restriction map
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price club radius restriction map
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•
a'
ATTACHMENT NO..9
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE PRICE COMPANY
2550 Fifth Avenue
Suite 629
Dan Diego, California 92103
[Space above for recorder.]
CERTIFICATE OF COMPLETION
WHEREAS, by Grant Deed recorded on , as
Document No. of the Official Records of the County
Recorder of the County of , California, the
San Juan Capistrano Community Redevelopment Agency, a public
body, corporate and politic, sometimes hereinafter referred to
as "Agency", conveyed to THE PRICE COMPANY, a California
corporation, sometimes hereinafter referred to as the
"Developer", certain real property situated in the City of
Alhambra, California, described on Exhibit "A" attached hereto
and made a part hereof; and
WHEREAS, the Grant Deed incorporates by reference that
certain Disposition and Developmen Agreement by and between the
San Juan Capistrano Community Redevelopment Agency and The
Price Company, dated , 1986, and recorded in the
Official Records of the County Clerk of the County of Orange,
California, on , as Document No.
hereinafter referred to as the "Agreement"; and
WHEREAS, as referenced in said Agreement, the Agency shall
furnish the Developer with a Certificate of Completion upon
completion of construction and development, which certificate
shall be in such form as to permit it to be recorded in the
Official Records of the County Recorder of the County of
Orange, California; and
WHEREAS, such Certificate of Completion shall constitute a
conclusive determination by the Agency of the satisfactory
completion by the Developer of the construction and development
required by the Agreement and of the Developer's full
compliance with the terms of the Agreement with respect to such
construction and development; and
WHEREAS, the Agency has conclusively determined that the
construction and development on the real property described in
12-09-86 Attachment No. 9
2199k/2299/16 Page 1 of 2
Exhibit "A" required by the Agreement has been satisfactorily
completed by the Developer in full compliance with the terms of
the Agreement.
NOW, THEREFORE,
1. As provided in the Agreement, the Agency does hereby
certify and determine that the construction and development on
the real property described in Exhibit "A" has been fully and
satisfactorily performed and completed in full compliance with
the terms of the Agreement.
2. Except as otherwise expressly provided in this
Certificate of Completion, nothing contained in this instrument
shall modify in any other way any other provisions of the
Agreement.
IN WITNESS WHEREOF, the
Certificate of Completion this _
1986.
Agency has executed this
day of
SAN JUAN CAPISTRANO REDEVELOPMENT
AGENCY
U7
Executive Director
12-09-86 Attachment No. 9
2199k/2299/16 Page 2 of 2