08-0506_LB/CENTRA TIRADOR, LLC_Parking License and Use Agr0 0
PARKING LICENSE AND USE AGREEMENT
THIS PARKING LICENSE AND USE AGREEMENT (this "Agreement") is made and
entered into as of May 6, 2008 (the "Effective Date"), by and between City of San Juan Capistrano, a
municipal corporation duly organized and existing under and by virtue of the laws of the State of
California ("Licensor") and LB/Centra Tirador, LLC, a Delaware limited liability company
("Licensee").
A. Licensor is the owner of a parcel, comprising approximately 0.74 acres, which is
legally described on Exhibit A attached hereto and incorporated herein by reference, which parcel is
unimproved as of the Effective Date of this Agreement (the "City Parcel').
B. Licensee is developing a condominium project (the "Project") on real property
adjacent to the City Parcel, as depicted on Exhibit B attached hereto and by this reference
incorporated herein.
C. Licensee desires to construct a surface parking lot, drive aisles and associated
hardscape/landscape on the City Parcel and use the City Parcel for parking , access and associated
uses for the Project (all as the same may be approved by the City in connection with the entitlements
for the Project).
D. The City Parcel comprises a portion of the "Property" which is the subject of that
certain Lease Agreement (this "Lease Agreement"), dated as of December 1, 2002, by and between
the San Juan Basin Authority, a joint powers authority duly organized and existing under the laws of
the State of California, as lessor (the "Authority"), and the Capistrano Valley Water District, a county
water district duly organized and existing under and by virtue of the laws of the State of California,
as lessee (the "Water District") entered into in connection with the issuance of the $31,555,000 San
Juan Basin Authority Lease Revenue Bonds (Ground Water Recovery Project), Issue of 2002 (the
'Bonds");
E. Pursuant to the definition of Permitted Encumbrances in the Lease Agreement, the
Water District may encumber portions of the Property with, among other interests, easements, rights
of way, mineral rights, drilling rights, and other rights, reservations, covenants, conditions or
restrictions to which the Authority and the Water District consent in writing and which the Water
District certifies will not materially impair the use of the Property and the Service Contract Project
Improvements (as defined in the Lease Agreement) thereon, and any and all additions or
modifications thereto made as provided in Section 7.8 of the Lease Agreement.
F. The Water District has, since the date of the Lease Agmement, become a subsidiary
of the Licensor.
G. Licensor has determined that this Agreement will not materially impair the use of the
Property or the Service Contract Project Improvements (as defined in the Lease Agreement) thereon,
and any and all additions or modifications thereto made pursuant to the Lease Agreement.
H. Licensor has agreed to grant Licensee and its agents, contractors and employees and
the occupants of and visitors to the Project (collectively, the "Users") a license to enter and use the
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City Parcel for the purpose of vehicular parking on the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby declare as follows:
Creation and Description of License.
(a) Grant. On the terms and subject to the conditions set forth in this Agreement,
Licensor hereby grants to (i) Licensee a non-exclusive license and right of entry to enter upon the
City Parcel for the purpose of constructing, maintaining, repairing and replacing a parking lot, drive
aisles, hardscape/landscape and associated improvements and facilities (including drainage, lighting
and irrigation facilities (collectively and as constructed and reconstructed from time to time, the
"Improvements") on the City Parcel and entering and using the same for their intended purposes, and
(ii) the Users a non-exclusive license to enter and use the City Parcel for parking and access.
Licensee's construction of the parking lot on the City Parcel shall be at Licensee's sole cost and
expense (collectively, the "License"). Licensee agrees to give at least fifteen (15) days' prior written
notice to Licensor of the commencement of construction of the Improvements on the City Parcel and
at least five (5) days' prior written notice of the completion of such Improvements. Notwithstanding
the non-exclusive nature of the foregoing grants, Licensor shall not grant any other party the right to
use any portion of the City Parcel that would unreasonably interfere with Licensee's use and
enjoyment of the Improvements or diminish the number of parking spaces constructed on the City
Parcel as part of the Improvements, subject to subsection (b) below.
(b) Reservation of Right to Construct Well. Notwithstanding anything to the
contrary contained herein, Licensor reserves the right to relocate, maintain and operate (and to
reconstruct from time to time) the existing well on the City Parcel at any time in its sole discretion.
To the extent such use or relocation of the well causes the number of parking spaces constructed on
the City Parcel by Licensee to be reduced, then Licensee shall replace, as soon as reasonably
practicable, such parking spaces at its own expense. In the event any such relocation of the well does
not allow for replacement parking spaces on the remainder of the City Parcel, then Licensee (or its
assignees, including the owners' association for the Project) may seek a variance from the City to any
parking requirements applicable to the Project, such that additional parking spaces shall not be
required to be constructed for the Project; provided, however, any such application for a variation
and the City's review and consideration of the same shall be subject to the normal procedures then in
place and effective at the time of such application. In the event due to relocation Licensee
determines to locate the replacement parking spaces at the prior location of the existing well,
Licensor acknowledges that Licensee is permitted to so relocate pursuant to this Agreement.
Licensee acknowledges and agrees that the construction and operation of a well in the City Parcel
may partially or totally interfere with the use of the parking lot on the City Parcel. No exercise by
Licensor of any rights contained in this subsection shall entitle Licensee to any damage for any injury
or inconvenience occasioned thereby.
(c) Duration. The term ("Term") of this Agreement and the rights of Licensee
hereunder shall commence upon the issuance of a grading permit for the Project by Licensor (the
"Commencement Date"), and shall terminate upon the earliest of: (i) the failure to complete
construction of the Improvements on the City Parcel within four (4) years after the date of this
Agreement; (ii) the conveyance of the City Parcel to Licensee as contemplated in Section 4, below;
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or (iii) the breach or default of Licensee under this Agreement and Licensee's failure to cure the same
within sixty (60) days if the breach or default is of an emergency nature) after Licensor's written
notice thereof (or such longer period as shall be reasonably necessary, provided that such breach or
default is not of an emergency nature and Licensee has commenced and is diligently pursuing to
complete the cure of such breach or default within the sixty (60) -day period.) The parties agree to
memorialize in writing the occurrence of the Commencement Date by providing notice to each other
of the date of the issuance of a grading permit for the Project.
(d) Character. This Agreement creates a license and shall not be deemed to
create an easement, lease or a fee interest in the City Parcel. This Agreement and all of Licensee's
rights hereunder are subject and subordinate to (i) all matters that are now or may hereafter become a
matter of record, and (ii) the requirements of all applicable laws and governmental authorities.
(e) Annual Fee. On the Commencement Date, Licensee shall pay to Licensor an
annual fee in the amount of Six Thousand four hundred fifty and No/100s Dollars ($6,450.00) (the
"Annual Fee"). The Annual Fee shall be payable in advance on or before the anniversary of the
Commencement Date each year, without prior demand, with any partial years being appropriately
prorated. Licensee shall pay the Annual Fee to Licensor at the address listed for Licensor in Section
16, below, or to such other address as Licensor may designate in writing to Licensee.
(f) Rules. The Users shall comply with all reasonable, nondiscriminatory rules
and regulations established by Licensor from time to time for the operation of the parking lot on the
City Parcel including, without limitation, rules regarding identification of the Users.
(g) Default; Remedies. In the event of Licensee's breach of this Agreement,
Licensor may exercise any right, power or remedy available to it under this Agreement or otherwise
by law, either by suit in equity or by action at law, or both, sixty (60) days (thirty (30) days if the
breach or default is of an emergency nature) after written notice to Licensee of such breach;
provided, however, that if such breach is not of an emergency nature and is capable of being cured
and if the nature of Licensee's breach is such that more than sixty (60) days or are required to cure
such breach, Licensee shall not be deemed in default if it shall commence such cure within sixty (60)
days and thereafter diligently purses the same to completion. Notwithstanding anything to the
contrary herein, to the extent that Licensor desires to terminate this Agreement on account of
Licensee's breach or default hereunder, then Licensor shall provide written notice to Licensee of
Licensor's intent to terminate not less than sixty (60) days before such termination takes effect and
Licensee shall have the right to cure the breach within such sixty (60) day period; provided,
however, that if such breach is capable of being cured and if the nature of Licensee's breach is such
that more than sixty (60) days or are required to cure such breach, Licensor shall not have the right to
terminate this Agreement and Licensee shall not be in default if Licensee shall commence such cure
within said sixty (60) days and thereafter diligently purses the same to completion.
2. Compliance with Laws. Licensee's rights hereunder shall be conditioned upon, and
Licensee shall, at its sole cost and expense, comply with each and every federal, state and local law,
regulation, standard, court decision, ordinance, rule, code, order, decree, directive, guideline, permit
and permit condition, together with any declaration of covenants, conditions and restrictions that are
recorded in any official or public records with respect to the City Parcel or any portion thereof, each
as currently existing and as amended, enacted, issued or adopted from time to time, that are
applicable to the construction and use of the Improvements on the City Parcel.
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3. No Interference. Licensee agrees not to materially interfere with any activities
conducted by Licensor, the San Juan Basin Authority or the Capistrano Valley Water District on the
City Parcel.
4. Option to Purchase.
(a) The parties acknowledge that the City Parcel has been encumbered by the
Lease Agreement, a site lease agreement and an assignment agreement entered into in connection
with the Bonds (collectively, the 'Bond Documents"), which encumbrance has priority over this
Agreement, and that the City Parcel may not be sold until such time as the Bonds and, if the City
Parcel is encumbered in connection with any obligations refunding the Bonds, such refunding
obligations (collectively, the "Obligations") are paid in full.
(b) Provided that this Agreement remains in effect until the Obligations are paid
in full, Licensor hereby grants to Licensee an option to purchase the City Parcel following the City
Parcel being released from the lien of the Lease Agreement on account of the Obligations being
satisfied in full or otherwise, at an option price equal to the appraised value at the time of exercise of
the option, as determined by an appraiser mutually agreed upon by the parties assuming an open
space use for the City Parcel and discounting for the reservation of easement referenced in the last
sentence of this Section 4(b) and any other encumbrances on the City Parcel; and said option shall be
subordinate to the lien of the Bond Documents on the City Parcel. Said option shall terminate and be
of no further force or effect upon the termination of this Agreement. Further, in the event that
Licensee exercises the option and acquires the City Parcel, then the conveyance documents shall
reserve an easement in favor of the City to permit the City to maintain and operate, and reconstruct
from time to time, the existing well on the City Parcel.
(c) Licensor shall deliver written notice to Licensee at or after such time that the
City Parcel is release from the lien of the Lease Agreement, and Licensee shall have one (1) year
from receipt of said notice to exercise the option by delivering written notice thereof to Licensor. In
the event Licensee elects to exercise the option as provided herein, Licensor and Licensee shall,
within thirty (30) calendar days following delivery of said notice of exercise from Licensee, negotiate
and execute a mutually acceptable definitive binding agreement of purchase and sale for the City
Parcel, subject to the reservation of easement referenced in Section 4(b) above, and customary
provisions.
(d) Notwithstanding the forgoing, Licensor and Licensee hereby acknowledge
and agree that the Annual Fee shall continue to be payable to Licensor until such time as the Term
expires.
5. Mutual Cooperation. Licensor and Licensee agree to cooperate and execute any
additional documents which may reasonably be required to effectuate the purpose of this Agreement.
6. Contingency. This Agreement shall not become effective for any purpose until
consented to in writing by the Authority pursuant to the terms of the Lease Agreement.
7. Condition of City Parcel. During the Term, Licensee shall maintain, at its sole cost
and expense, those portions of the City Parcel upon which the Improvements are constructed in a
clean and orderly condition; Licensor shall maintain, at its sole cost and expense, the well and the
remainder of the City Parcel in a clean and orderly condition.
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8. Indemnity. Licensee shall indemnify, defend (with counsel acceptable to Licensor)
and hold Licensor harmless from and against any and all claims, costs, expenses, damages, expenses,
liabilities and liens (including any mechanic's liens), arising out of or in connection with the
construction of the Improvements on the City Parcel by Licensee or the use of the City Parcel by any
User. Licensor shall indemnify, defend (with counsel acceptable to Licensee) and hold Licensee
harmless from and against any and all claims, costs, expenses, damages, expenses, liabilities and
liens (including any mechanic's liens), arising out of or in connection with the operation,
maintenance or relocation of the existing well by Licensor or the use of the City Parcel or the
Improvements by Licensor. The obligation to indemnify set forth in this Section shall include all
attorneys' fees, litigation costs, investigation costs and court costs and all other costs, expenses and
liabilities incurred by Licensor from the first notice that any claim or demand is to be made or may
be made. All indemnity obligations under this Section shall survive the expiration or earlier
termination of this Agreement.
9. Liability for Damage. Licensee shall be responsible for any damage done to any
person, or to the City Parcel or any other property, caused by the Users or by Licensee and/or its
officers, directors, employees, agents, permittees, independent contractors, insurers, lenders,
representatives, and invitees.
10. Liens. Licensee shall not permit to be placed against the City Parcel, or any part
thereof, any design professionals', mechanics', materialmen's, contractors' or subcontractors' liens due
to Licensee's construction activities thereon or use thereof. Licensee shall indemnify, defend and
hold Licensor harmless from all liability for any and all liens, claims and demands, together with the
costs of defense and reasonable attorneys' fees, related to same. In addition to and not in limitation
of Licensor's other rights and remedies under this Agreement, should Licensee fail either to discharge
any lien or claim related to Licensee's construction activities on or use of the City Parcel or to bond
for any lien or claim to the reasonable satisfaction of Licensor, or to indemnify, hold harmless and
defend Licensor from and against any loss, damage, injury, liability or claim arising out of Licensee's
use of the City Parcel, then Licensor, at its option, may elect to pay any lien, claim, loss, demand,
injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs,
expenses and attorneys' fees incurred in doing so shall be paid to Licensor by Licensee upon written
demand, together with interest thereon at the rate of ten percent (10%) per annum from the date
incurred or paid through and including the date of payment by Licensee.
11. Memorandum Recordation. If prepared by Licensee in a form reasonably acceptable
to Licensor, Licensor shall cause a Memorandum of this Agreement to be recorded at such time as
Licensee may request such recording, subsequent to the Commencement Date. Concurrent with
Licensee's delivery to Licensor of such a Memorandum, Licensee shall also execute, acknowledge
and deliver to Licensor a quitclaim deed reflecting Licensee's written acknowledgment and release of
the effect of this Agreement and such memorandum, which Licensor shall hold and only record upon
the expiration of the Term or the earlier termination of this Agreement.
12. Insurance. Licensee shall maintain a policy or policies of commercial general
liability insurance with respect to the use of the City Parcel, with the premiums thereon fully paid on
or before the due date, in an amount of not less than $2,000,000 per occurrence per person coverage
for bodily injury, property damage, personal injury or combination thereof. The insurance policies
shall name Licensor as an additional insured. Neither Licensor nor Licensee shall be liable (by way
of subrogation or otherwise) to the other party (or to any insurance company insuring the other party)
for any personal injury or loss or damage to any of the property of Licensor or Licensee, as the case
may be, with respect to their respective property or any addition or improvements thereto, or any
contents therein, to the extent covered by insurance carried or required to be carried by a party
hereto.
13. Licensor Consent and Certification. Licensor hereby consents to this Agreement and
the License granted hereunder for purposes of the Lease Agreement and certifies that this Agreement
will not materially impair the use of the Project (as defined in the Lease Agreement.)
14. Assignment, Successor and Assigns. This Agreement shall not be assigned by
Licensee without the prior written consent of Licensor and any attempted assignment in
contravention of the foregoing shall be null and void; provided, however, that Licensee may assign
this Agreement without Licensor's consent to: (i) the owners' association for the Project, (ii) any
entity or person acquiring all or material portion of the Project from Licensee, or (iii) any entity
controlled by or under common control with the originally named Licensee, but only so long as
Licensee provides Licensor with advanced written notice of such assignment. This Agreement shall
be binding on and inure to the benefit of Licensor and Licensee and their respective successors,
assigns and heirs including, without limitation, any successor owner of the City Parcel.
15. Amendment or Extension. This Agreement may be amended or extended only by a
written instrument signed by both parties.
16. Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and mailed, delivered or
transmitted by one party to another party at the address specified herein, and each such notice shall
be deemed effective and given (a) upon receipt if personally delivered, (b) two (2) business days after
deposit in the United States Mail, if sent by certified or registered mail with postage prepaid, return
receipt requested or (c) upon receipt if sent in any other way. Any party hereto may from time to
time, by written notice to the other, designate a different notice address which shall be substituted for
the one specified herein.
Licensor: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Douglas Dumhart
Licensee: Centra Realty Corporation
3 Park Plaza, Suite 1490
Irvine, California 92614
Attention: George Peterson
17. Entire Agreement. This Agreement constitutes the entire agreement of the parties
concerning its subject matter and supersedes any and all contracts and agreements, written or oral,
between the parties concerning its subject matter.
18. Severabilitv. In the event any portion of this Agreement shall be properly held by a
competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed
from this Agreement, and the remaining parts shall remain in full force and effect, as though such
invalid, illegal or unenforceable portion had never been part of this Agreement.
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19. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
20. Waiver. No waiver of any breach or default of this Agreement by any party hereto
shall be considered to be a waiver of any other breach or default of this Agreement.
21. Attorneys' Fees. In the event of any controversy or dispute related to or arising from
this Agreement, the prevailing party, whether in court or by way of out of court settlement, shall be
entitled to recover from the non prevailing party the prevailing party's actual attorneys' fees, court
costs and other expenses relating to such controversy, including, without limitation, actual attorneys'
fees, court costs and other expenses incurred on the appeal, if any, or in the collection of any
judgment.
[Signatures Appear on Following Page]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.
"LICENSOR"
CITY OF SAN JUAN CAPISTRANO,
a municipal corporation duly organized and
existing un by virp}e of the laws of the
State o aliform / 1
Rv-
DOCSOC/ 1214594v6/022658-0026
Mayor
"LICENSEE"
LB/CENTRA TIRADOR, LLC,
a Delaware limited liability company
By: Centra Tirador, LLC
a Delaware limited liability company,
its Regular Managing Member
By: Centra Development Company, LP
a California limited partnership,
its Managing Member
By: Centra Realty
a Califomia
its Genera
owl
0
n
U
ACKNOWLEDGED AND CONSENTED TO AS OF THE DATE SET FORTH ABOVE:
SAN JUAN BASIN AUTHORITY
By: C� Z
Press nt of the B and of Directors
ATTEST:
T
Secre ry of the Board of Directors
DOCS 00 1214594v6/022658-0026
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EXHIBIT A
LEGAL DESCRIPTION OF CITY PARCEL
Real property in the City of San Juan Capistrano, County of Orange, State of California, described as
follows:
THAT PORTION OF LOT 31 OF TRACT NO. 103, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGES
29, TO 33 INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT; THENCE NORTH 88 ° 17'41" WEST,
ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 254 FEET; THENCE SOUTH 1 ° 42' 19"
WEST, A DISTANCE OF 291.41 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO FRED W.
STROSCHEIN AND OTHERS. BY DEED RECORDED MARCH 26, 1947 IN BOOK 1492, PAGE 234, OF
OFFICIAL_ RECORDS; THENCE SOUTH 880 17'41" EAST, ALONG SAID SOUTHERLY LINE, A DISTANCE
OF 21.58 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 31' THENCE NORTH 400 16'49" EAST,
ALONG SAID SOUTHEASTERLY LINE, A DISTANCE OF 372.75 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, 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 HEREINABOVE 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, STORE 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
LAND, AS RESERVED IN THE DEED FORM CARL L. STROSCHEIN AND OTHERS RECORDED
FEBRUARY 15, 1955 IN BOOK 2959, PAGE 307 OF OFFICIAL RECORDS.
APN:666-131-08
A-1
DOCSOC/ 1214594v6/022658-0026
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EXHIBIT B
DEPICTION OF LIGHT INDUSTRIAL PROJECT
B-1
DOCSOC/ 1214594v6/022658-0026
RESOLUTION NO.
RESOLUTION OF THE SAN JUAN BASIN AUTHORITY
APPROVING LICENSE AGREEMENT RE TIRADOR WELL
WHEREAS, on December 1, 2002, the San Juan Basin Authority entered into that certain
lease agreement ("Agreement") with Capistrano Valley Water District ("CVWD") pertaining to,
among other things, Parcel G described therein and commonly known as the Tirador Well
("Property"); and
WHEREAS, the Agreement authorizes certain permitted encumbrances of the Property,
which encumbrances require written approval of the San Juan Basin Authority;
WHEREAS, CVWD has entered into that certain license agreement with LB/Centra Tirador,
LLC, a Delaware limited liability company ("License Agreement"); and
WHEREAS, CVWD has requested San Juan Basin Authority's written approval of the
License Agreement attached hereto as Exhibit "A."
NOW, THEREFORE, the San Juan Basin Authority DOES HEREBY APPROVE the
License Agreement attached hereto as Exhibit "A."
ADOPTED, SIGNED AND APPROVED this day of April, 2008.
SAN JUAN BASIN AUTHORITY
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wide
ATTEST:
Secreta
DOCSOC/ 127 5 79 8v 1/022027-0000
E
STATE OF CALIFORNIA
ss.
COUNTY OF ORANGE
0
I, , Secretary of the Board of Directors of the SAN JUAN BASIN
AUTHORITY do hereby certify that the foregoing resolution was duly adopted by the Board of
Directors of said Authority at a regular meeting of said Board held on the day of
, 2008, and that it was so adopted by the following vote:
AYES: DIRECTORS:
NOES: DIRECTORS:
ABSTAIN: DIRECTORS:
ABSENT: DIRECTORS:
4eo�6� -
Secr-etk of the Board of Directors of the San
Juan Basin Authority
DOCSOC/ 127 5 79 8v 1/022027-0000
32400 PASEO AOELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493.1053 FAX
www sanjuancaplstrano. org
TRANSMITTAL
TO
Centra Realty Corporation
3 Park Plaza, Suite 1490
Irvine, CA 92614
Attn: George Peterson
DATE: June 3, 2008
0
MEMBERS OF THE CR
J.
V COUNCIL
SAM ALLEVATO
.... THOMAS W. HRIBAR
to 1961 MARK NIELSEN
I7 IE
JOE SOTO
• _ • DR. LONDRES USO
FROM: Christy Swanson, Administrative Specialist (949) 443-6310
RE: Parking License and Use Agreement - Ventanas
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please contact
Maria Morris, Deputy City Clerk at (949) 443-6309.
If you have questions concerning the agreement, please contact Douglas D. Dumhart,
Economic Development Manager at (949) 443-6316.
An original agreement is enclosed for your records.
Cc: Douglas D. Dumhart, Economic Development Manager
Mr. Stephen P. Sandland, Vice President, Centra Realty Corp.
Mr. Matthew Paskerian Esq.
Denise Hering, Stradling, Yocca Carlson and Rauth
Don Martinson, San Juan Basin Authority
San Juan Capistrano: Preserving the Past to Enhance the Future
A
�, Fnnletl on 100% rerydetl paper
5/6/2008
AGENDA REPORT G 3b
TO: Dave Adams, City Manager Ge(`
FROM: Douglas D. Dumhart, Economic Development Manager
SUBJECT: Consideration of a Parking License and Use Agreement for Assessors
Parcel Number 666-131-08, Located at 27122 Paseo Tirador, between the
City of San Juan Capistrano and LB/Centra Tirador, LLC. (Ventanas)
RECOMMENDATION:
By motion, approve the Parking License and Use Agreement for Assessors Parcel
Number 666-131-08, Located at 27122 Paseo Tirador, between the City of San Juan
Capistrano and LB/Centra Tirador, LLC and authorize the Mayor to Execute the
Agreement.
SUMMARY:
This item is consideration to allow the improvement of a 3/< acre parcel owned by the city
in connection with the development of the Ventanas Business Center. A Parking
License and Use Agreement has been prepared which would permit the Developer to
construct surface parking lot, drive aisles and landscaping on the property; and consent
to the access, use and maintenance of the parking improvements by future owners,
tenants and guests of the Ventanas Business Center.
BACKGROUND:
Assessors parcel number 666-131-08, common address 27122 Paseo Tirador, locally
referred to as the "Paseo Tirador Well -Site" is a right-angled triangular vacant plot of
land approximately 32,312 square feet or 0.7395 acres in size. See assessor's map
provided as Attachment 1 to this report. The right-angled side of the triangular parcel
juts into a larger vacant plot of land. The hypotenuse side of the triangular parcel runs
parallel to San Juan Creek on the south side. The right-angled side of the triangular
parcel juts into a larger vacant plot of land. The parcel is encumbered with a portion of
the Paseo Tirador easement and an above ground well and water pumping station
which provides some of the ground water for the city's water reclamation plant.
LB/Centra Tirador, LLC acquired the adjacent 20± acres of land from Buie -Stoddard
Properties. When the City was approached about the proposed development of
LB/Centra Tirador's holdings it was determined that the vacation of Paseo Tirador and
assembly of Parcel 2 could enable proper land planning and development of the area.
Agenda Report • •
Page 2 May 6, 2008
The original concept was that well rights would be retained and 27122 Paseo Tirador
would be sold with the sale proceeds deposited into the water fund. An appraisal of the
property was sanctioned to determine the Parcel's fair market value. Upon further
review it was realized that the property was essentially pledged as part of the assets for
the revenue bonds used to finance the water reclamation plant.
Untangling this small parcel from the complex binding agreements surrounding the
reclamation plant financing was not worth the effort by the parties and a decision was
made to pursue a License Agreement for Use of the property instead. The License
Agreement would act as a bridge until such time in the future that the revenue bonds for
the plant are retired and the parcel could simply be sold.
The Parking License and Use Agreement is provided as Attachment 2 to this report.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
The Property is the subject of an existing Lease Agreement, between the San Juan
Basin Authority as lessor and the Capistrano Valley Water District, as lessee entered
into in connection with the issuance of the $31,555,000 Revenue Bonds for the Ground
Water Recovery Project.
The Lease Agreement allows the City to place other encumbrances on the property so
long as the encumbrances do not impair the use of the Property for the Ground Water
Recovery Project. As such the Parking License and Use Agreement is subject to review
and written consent by the San Juan Basin Authority.
This item was presented to the San Juan Basin Authority for acknowledgement and
consent at the Board of Directors meeting on April 14, 2008. The Board acknowledged
and consented to the Agreement 4-0.
FINANCIAL CONSIDERATIONS:
An appraisal of the property was prepared by Elizabeth M. Kiley, MAI; of the Kiley
Company dated March 8, 2007. The fair market value (FMV) was determined to be one
hundred twenty-nine thousand dollars ($129,000). Based on the appraisal a license fee
equivalent to 3% - 5% of the FMV would be in the range between $3,870 and $6,450.
LB/Centra Tirador have agreed to a $4,000 annual license fee which is within the
reasonable license fee range albeit at the lower end of the spectrum. However it is
anticipated that when the revenue bonds are retired in the future the parcel would be
sold for the FMV.
NOTIFICATION:
Stephen Sandland, Centra Realty.
Don Martinson, San Juan Basin Authority
Agenda Report included
Agenda Report • •
Page 3 May 6, 2008
RECOMMENDATION:
By motion, approve the Parking License and Use Agreement for Assessors Parcel
Number 666-131-08, Located at 27122 Paseo Tirador, between the City of San Juan
Capistrano and LB/Centra Tirador, LLC and authorize the Mayor to Execute the
Agreement.
Respectfully submitted,
Dougla D. Dumhart
Economic Development Manager
Attachment 1: Assessor's map
2: Parking License and Use Agreement
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Page 23 A ACHMENT 1
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PARKING LICENSE AND USE AGREEMENT
THIS PARKING LICENSE AND USE AGREEMENT (this "Agreement') is made and
entered into as of , 2008 (the "Effective Date"), by and between City of San Juan
Capistrano, a municipal corporation duly organized and existing under and by virtue of the laws of
the State of California ("Licensor") and LB/Centra Tirador, LLC, a Delaware limited liability
company ("Licensee").
A. Licensor is the owner of a parcel, comprising approximately 0.74 acres, which is
legally described on Exhibit A attached hereto and incorporated herein by reference, which parcel is
unimproved as of the Effective Date of this Agreement (the "City Parcel').
B. Licensee is developing a light industrial project (the "Project') on real property
adjacent to the City Parcel, as depicted on Exhibit B attached hereto and by this reference
incorporated herein.
C. Licensee desires to construct a surface parking lot, drive aisles and associated
hardscape/landscape on the City Parcel and use the City Parcel for parking , access and associated
uses for the Project (all as the same may be approved by the City in connection with the entitlements
for the Project).
D. The City Parcel comprises a portion of the "Property" which is the subject of that
certain Lease Agreement (this "Lease Agreement'), dated as of December 1, 2002, by and between
the San Juan Basin Authority, a joint powers authority duly organized and existing under the laws of
the State of California, as lessor (the "Authority"), and the Capistrano Valley Water District, a county
water district duly organized and existing under and by virtue of the laws of the State of California,
as lessee (the "Water District') entered into in connection with the issuance of the $31,555,000 San
Juan Basin Authority Lease Revenue Bonds (Ground Water Recovery Project), Issue of 2002 (the
'Bonds");
E. Pursuant to the definition of Permitted Encumbrances in the Lease Agreement, the
Water District may encumber portions of the Property with, among other interests, easements, rights
of way, mineral rights, drilling rights, and other rights, reservations, covenants, conditions or
restrictions to which the Authority and the Water District consent in writing and which the Water
District certifies will not materially impair the use of the Property and the Service Contract Project
Improvements (as defined in the Lease Agreement) thereon, and any and all additions or
modifications thereto made as provided in Section 7.8 of the Lease Agreement.
F. The Water District has; since the date of the Lease Agreement, become a subsidiary
of the Licensor.
G. Licensor has determined that this Agreement will not materially impair the use of the
Property or the Service Contract Project Improvements (as defined in the Lease Agreement) thereon,
and any and all additions or modifications thereto made pursuant to the Lease Agreement.
H. Licensor has agreed to grant Licensee and its agents, contractors and employees and
the occupants of and visitors to the Project (collectively, the "Users") a license to enter and use the
ATTACHMENT 2
0 0
City Parcel for the purpose of vehicular parking on the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby declare as follows:
1. Creation and Description of License.
(a) Grant. On the terms and subject to the conditions set forth in this Agreement,
Licensor hereby grants to (i) Licensee a non-exclusive license and right of entry to enter upon the
City Parcel for the purpose of constructing, maintaining, repairing and replacing a parking lot, drive
aisles, hardscape/landscape and associated improvements and facilities (including drainage, lighting
and irrigation facilities (collectively and as constructed and reconstructed from time to time, the
"Improvements") on the City Parcel and entering and using the same for their intended purposes, and
(ii) the Users a non-exclusive license to enter and use the City Parcel for parking and access.
Licensee's construction of the parking lot on the City Parcel shall be at Licensee's sole cost and
expense (collectively, the "License"). Licensee agrees to give at least fifteen (15) days' prior written
notice to Licensor of the commencement of construction of the Improvements on the City Parcel and
at least five (5) days' prior written notice of the completion of such Improvements. Notwithstanding
the non-exclusive, nature of the foregoing grants, Licensor shall not grant any other party the right to
use any portion of the City Parcel that would unreasonably interfere with Licensee's use and
enjoyment of the Improvements or diminish the number of parking spaces constructed on the City
Parcel as part of the Improvements, subject to subsection (b) below.
(b) Reservation of Right to Construct Well. Notwithstanding anything to the
contrary contained herein, Licensor reserves the right to relocate, maintain and operate (and to
reconstruct from time to time) the existing well on the City Parcel at any time in its sole discretion.
To the extent such use or relocation of the well causes the number of parking spaces constructed on
the City Parcel by Licensee to be reduced, then Licensee shall replace, as soon as reasonably
practicable, such parking spaces at its own expense. In the event any such relocation of the well does
not allow for replacement parking spaces on the remainder of the City Parcel, then Licensee (or its
assignees, including the owners' association for the Project) may seek a variance from the City to any
parking requirements applicable to the Project, such that additional parking spaces shall not be
required to be constructed for the Project; provided, however, any such application for a variation
and the City's review and consideration of the same shall be subject to the normal procedures then in
place and effective at the time of such application. In the event due to relocation Licensee
determines to locate the replacement parking spaces at the prior location of the existing well,
Licensor acknowledges that Licensee is permitted to so relocate pursuant to this Agreement.
Licensee acknowledges and agrees that the construction and operation of a well in the City Parcel
may partially or totally interfere with the use of the parking lot on the City Parcel. No exercise by
Licensor of any rights contained in this subsection shall entitle Licensee to any damage for any injury
or inconvenience occasioned thereby.
(c) Duration. The term ("Term") of this Agreement and the rights of Licensee
hereunder shall commence upon the issuance of a grading permit for the Project by Licensor (the
"Commencement Date"), and shall terminate upon the earliest of: (i) the failure to complete
construction of the Improvements on the City Parcel within four (4) years after the date of this
Agreement; (ii) the conveyance of the City Parcel to Licensee as contemplated in Section 4, below;
DOCSOC/ 1214594v6/022658-0026
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or (iii) the breach or default of Licensee under this Agreement and Licensee's failure to cure the same
within sixty (60) days if the breach or default is of an emergency nature) after Licensor's written
notice thereof (or such longer period as shall be reasonably necessary, provided that such breach or
default is not of an emergency nature and Licensee has commenced and is diligently pursuing to
complete the cure of such breach or default within the sixty (60) -day period.) The parties agree to
memorialize in writing the occurrence of the Commencement Date by providing notice to each other
of the date of the issuance of a grading permit for the Project.
(d) Character. This Agreement creates a license and shall not be deemed to
create an easement, lease or a fee interest in the City Parcel., This Agreement and all of Licensee's
rights hereunder are subject and subordinate to (i) all matters that are now or may hereafter become a
matter of record, and (ii) the requirements of all applicable laws and governmental authorities.
(e) Annual Fee. On the Commencement Date, Licensee shall pay to Licensor an
annual fee in the amount of Four Thousand and No/100s Dollars ($4,000.00) (the "Annual Fee").
The Annual Fee shall be payable in advance on or before the anniversary of the Commencement
Date each year, without prior demand, with any partial years being appropriately prorated. Licensee
shall pay the Annual Fee to Licensor at the address listed for Licensor in Section 16, below, or to
such other address as Licensor may designate in writing to Licensee.
(f) Rules. The Users shall comply with all reasonable, nondiscriminatory rules
and regulations established by Licensor from time to time for the operation of the parking lot on the
City Parcel including, without limitation, rales regarding identification of the Users.
(g) Default; Remedies. In the event of Licensee's breach of this Agreement,
Licensor may exercise any right, power or remedy available to it under this Agreement or otherwise
by law, either by suit in equity or by action at law, or both, sixty (60) days (thirty (30) days if the
breach or default is of an emergency nature) after written notice to Licensee of such breach;
provided, however, that if such breach is not of an emergency nature and is capable of being cured
and if the nature of Licensee's breach is such that more than sixty (60) days or are required to cure
such breach, Licensee shall not be deemed in default if it shall commence such cure within sixty (60)
days and thereafter diligently purses the same to completion. Notwithstanding anything to the
contrary herein, to the extent that Licensor desires to terminate this Agreement on account of
Licensee's breach or default hereunder, then Licensor shall provide written notice to Licensee of
Licensor's intent to terminate not less than sixty (60) days before such termination takes effect and
Licensee shall have the right to cure the breach within such sixty (60) day period; provided,
however, that if such breach is capable of being cured and if the nature of Licensee's breach is such
that more than sixty (60) days or are required to cure such breach, Licensor shall not have the right to
terminate this Agreement and Licensee shall not be in default if Licensee shall commence such cure
within said sixty (60) days and thereafter diligently purses the same to completion.
2. Compliance with Laws. Licensee's rights hereunder shall be conditioned upon, and
Licensee shall, at its sole cost and expense, comply with each and every federal, state and local law,
regulation, standard, court decision, ordinance, rule, code, order, decree, directive, guideline, permit
and permit condition, together with any declaration of covenants, conditions and restrictions that are
recorded in any official or public records with respect to the City Parcel or any portion thereof, each
as currently existing and as amended, enacted, issued or adopted from time to time, that are
applicable to the construction and use of the Improvements on the City Parcel.
DOC SOC/ 1214594v6/022658-0026
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3. No Interference. Licensee agrees not to materially interfere with any activities
conducted by Licensor, the San Juan Basin Authority or the Capistrano Valley Water District on the
City Parcel,
4. Option to Purchase.
(a) The parties acknowledge that the City Parcel has been encumbered by the
Lease Agreement, a site lease agreement and an assignment agreement entered into in connection
with the Bonds (collectively, the 'Bond Documents"), which encumbrance has priority over this
Agreement, and that the City Parcel may not be sold until such time as the Bonds and, if the City
Parcel is encumbered in connection with any obligations refunding the Bonds, such refunding
obligations (collectively, the "Obligations") are paid in full.
(b) Provided that this Agreement remains in effect until the Obligations are paid
in full, Licensor hereby grants to Licensee an option to purchase the City Parcel following the City
Parcel being released from the lien of the Lease Agreement on account of the Obligations being
satisfied in full or otherwise, at an option price equal to the lesser of the One Hundred Twenty -Nine
Thousand and No/100s Dollars ($129,000.00), or the appraised value at the time of exercise of the
option, as determined by an appraiser mutually agreed upon by the parties; and said option shall be
subordinate to the lien of the Bond Documents on the City Parcel. Said option shall terminate and be
of no further force or effect upon the termination of this Agreement. Further, in the event that
Licensee exercises the option and acquires the City Parcel, then the conveyance documents shall
reserve an easement in favor of the City to permit the City to maintain and operate, and reconstruct
from time to time, the existing well on the City Parcel.
(c) Licensor shall deliver written notice to Licensee at or after such time that the
City Parcel is release from the lien of the Lease Agreement, and Licensee shall have one (1) year
from receipt of said notice to exercise the option by delivering written notice thereof to Licensor. In
the event Licensee elects to exercise the option as provided herein, Licensor and Licensee shall,
within thirty (30) calendar days following delivery of said notice of exercise from Licensee, negotiate
and execute a mutually acceptable definitive binding agreement of purchase and sale for the City
Parcel, subject to the reservation of easement referenced in Section 4(b) above, and customary
provisions.
(d) Notwithstanding the forgoing, Licensor and Licensee hereby acknowledge
and agree that the Annual Fee shall continue to be payable to Licensor until such time as the Term
expires.
5. Mutual Cooperation. Licensor and Licensee agree to cooperate and execute any
additional documents which may reasonably be required to effectuate the purpose of this Agreement.
6. Contingency. This Agreement shall not become effective for any purpose until
consented to in writing by the Authority pursuant to the terms of the Lease Agreement.
7. Condition of City Parcel. During the Term, Licensee shall maintain, at its sole cost
and expense, those portions of the City Parcel upon which the Improvements are constructed in a
clean and orderly condition; Licensor shall maintain, at its sole cost and expense, the well and the
remainder of the City Parcel in a clean and orderly condition.
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8. hide i . Licensee shall indemnify, defend (with counsel acceptable to Licensor)
and hold Licensor harmless from and against any and all claims, costs, expenses, damages, expenses,
liabilities and liens (including any mechanic's liens), arising out of or in connection with the
construction of the Improvements on the City Parcel by Licensee or the use of the City Parcel by any
User. Licensor shall indemnify, defend (with counsel acceptable to Licensee) and hold Licensee
harmless from and against any and all claims, costs, expenses, damages, expenses, liabilities and
liens (including any mechanic's liens), arising out of or in connection with the operation,
maintenance or relocation of the existing well by Licensor or the use of the City Parcel or the
Improvements by Licensor. The obligation to indemnify set forth in this Section shall include all
attorneys' fees, litigation costs, investigation costs and court costs and all other costs, expenses and
liabilities incurred by Licensor from the first notice that any claim or demand is to be made or may
be made. All indemnity obligations under this Section shall survive the expiration or earlier
termination of this Agreement.
9. Liability for Damage. Licensee shall be responsible for any damage done to any
person, or to the City Parcel or any other property, caused by the Users or by Licensee and/or its
officers, directors, employees, agents, permittees, independent contractors, insurers, lenders,
representatives, and invitees.
10. Liens. Licensee shall not permit to be placed against the City Parcel, or any part
thereof, any design professionals', mechanics', materialmen's, contractors' or subcontractors' liens due
to Licensee's construction activities thereon or use thereof. Licensee shall indemnify, defend and
hold Licensor harmless from all liability for any and all liens, claims and demands, together with the
costs of defense and reasonable attorneys' fees, related to same. In addition to and not in limitation
of Licensor's other rights and remedies under this Agreement, should Licensee fail either to discharge
any lien or claim related to Licensee's construction activities on or use of the City Parcel or to bond
for any lien or claim to the reasonable satisfaction of Licensor, or to indemnify, hold harmless and
defend Licensor from and against any loss, damage, injury, liability or claim arising out of Licensee's
use of the City Paroel, then Licensor, at its option, may elect to pay any lien, claim, loss, demand,
injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs,
expenses and attorneys' fees incurred in doing so shall be paid to Licensor by Licensee upon written
demand, together with interest thereon at the rate of ten percent (10%) per annum from the date
incurred or paid through and including the date of payment by Licensee.
11. Memorandum Recordation. If prepared by Licensee in a form reasonably acceptable
to Licensor, Licensor shall cause a Memorandum of this Agreement to be recorded at such time as
Licensee may request such recording, subsequent to the Commencement Date. Concurrent with
Licensee's delivery to Licensor of such a Memorandum, Licensee shall also execute, acknowledge
and deliver to Licensor a quitclaim deed reflecting Licensee's written acknowledgment and release of
the effect of this Agreement and such memorandum, which Licensor shall hold and only record upon
the expiration of the Term or the earlier termination of this Agreement.
12. Inance. Licensee shall maintain a policy or policies of commercial general
liability insurance with respect to the use of the City Parcel, with the premiums thereon fully paid on
or before the due date, in an amount of not less than $2,000,000 per occurrence per person coverage
for bodily injury, property damage, personal injury or combination thereof. The insurance policies
shall name Licensor as an additional insured. Neither Licensor nor Licensee shall be liable (by way
of subrogation or otherwise) to the other party (or to any insurance company insuring the other party)
for any personal injury or loss or damage to any of the property of Licensor or Licensee, as the case
DOCSOC/ 1214594 v6/022658-0026
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may be, with respect to their respective property or any addition or improvements thereto, or any
contents therein, to the extent covered by insurance carried or required to be carried by a party
hereto.
13. Licensor Consent and Certification. Licensor hereby consents to this Agreement and
the License granted hereunder for purposes of the Lease Agreement and certifies that this Agreement
will not materially impair the use of the Project (as defined in the Lease Agreement.)
14. Assignment, Successor and Assigns. This Agreement shall not be assigned by
Licensee without the prior written consent of Licensor and any attempted assignment in
contravention of the foregoing shall be null and void; provided, however, that Licensee may assign
this Agreement without Licensor's consent to: (i) the owners' association for the Project, (ii) any
entity or person acquiring all or material portion of the Project from Licensee; or (iii) any entity
controlled by or under common control with the originally named Licensee, but only so long as
Licensee provides Licensor with advanced written notice of such assignment. This Agreement shall
be binding on and inure to the benefit of Licensor and Licensee and their respective successors,
assigns and heirs including, without limitation, any successor owner of the City Parcel.
15. Amendment or Extension. This Agreement may be amended or extended only by a
written instrument signed by both parties.
16. Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and mailed, delivered or
transmitted by one party to another party at the address specified herein, and each such notice shall
be deemed effective and given (a) upon receipt if personally delivered, (b) two (2) business days after
deposit in the United States Mail, if sent by certified or registered mail with postage prepaid, return
receipt requested or (c) upon receipt if sent in any other way. Any party hereto may from time to
time, by written notice to the other, designate a different notice address which shall be substituted for
the one specified herein.
Licensor: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Douglas Dumhart
Licensee: Centra Realty Corporation
3 Park Plaza, Suite 1490
Irvine, California 92614
Attention: George Peterson
17. Entire A rg eement. This Agreement constitutes the entire agreement of the parties
concerning its subject matter and supersedes any and all contracts and agreements, written or oral,
between the parties concerning its subject matter.
18. Severability. In the event any portion of this Agreement shall be properly held by a
competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed
from this Agreement, and the remaining parts shall remain in full force and effect, as though such
invalid, illegal or unenforceable portion had never been part of this Agreement.
DOCSOC/ 1214594v6/022658-0026
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0
19. Applicable Law. This Agreement shall be governedby and construed in accordance
with the laws of the State of California.
. 20. Waiver. No waiver of any breach or default of this Agreement by any party hereto
shall be considered to be a waiver of any other breach or default of this Agreement.
21. Attorneys' Fees. In the event of any controversy or dispute related to or arising from
this Agreement, the prevailing party, whether in court or by way of out of court settlement, shall be
entitled to recover from the non prevailing party the prevailing party's actual attorneys' fees, court,
costs and other expenses relating to such controversy, including, without limitation, actual attorneys'
fees, court costs and other expenses incurred on the appeal, if any, or in the collection of any
judgment.
[Signatures Appear on Following Page]
DOCSOC/ 1214594v6/022658-0026
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E
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.
"LICENSOR"
CITY OF SAN JUAN CAPISTRANO,
a municipal corporation duly organized and
existing under and by virtue of the laws of the
State of California
Lo
ATTEST:
City Clerk
Mayor
"LICENSEE"
LB/CENTRA TIRADOR, LLC,
a Delaware limited liability company
By: Centra Tirador, LLC
a Delaware limited liability company,
its Regular Managing Member
By: Centra Development Company, LP
a California limited partnership,
its Managing Member
By: Centra Realty
a California a
its General➢
DOCSOC/ 1214594v6/022658-0026
M,
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ACKNOWLEDGED AND CONSENTED TO AS OF THE DATE SET FORTH ABOVE:
SAN JUAN BASIN AUTHORITY
By:
Presi�nt of the B� 1rd of Directors
ATTEST:
cret IT6—f the Board of Directors
DOCSOC/ 1214594v6/022658-0026
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EXHIBIT A
LEGAL DESCRIPTION OF CITY PARCEL
Real property in the City of San Juan Capistrano, County of Orange, State of California, described as
follows:
THAT PORTION OF LOT 31 OF TRACT NO. 103, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGES
29, TO 33 INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT; THENCE NORTH 88. 17'41" WEST,
ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 254 FEET; THENCE SOUTH 1 ° 42' 19"
WEST, A DISTANCE OF 291.41 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO FRED W.
STROSCHEIN AND OTHERS. BY DEED RECORDED MARCH 26, 1947 IN BOOK 1492, PAGE 234, OF
OFFICIAL RECORDS; THENCE SOUTH 880 17'41" EAST, ALONG SAID SOUTHERLY LINE, A DISTANCE
OF 21.58 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT 31' THENCE NORTH 400 16'49" EAST,
ALONG SAID SOUTHEASTERLY LINE, A DISTANCE OF 372.75 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, 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 HEREINABOVE 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, STORE 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
LAND, AS RESERVED IN THE DEED FORM CARL L. STROSCHEIN AND OTHERS RECORDED
FEBRUARY 15, 1955 IN BOOK 2959, PAGE 307 OF OFFICIAL RECORDS.
APN:666-131-08
A-1
DOCSOC/ 1214594v6/022658-0026
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EXHIBIT B
DEPICTION OF LIGHT INDUSTRIAL PROJECT
B-1
DOC SOC/ 1214594v6/022658-0026
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32400 PASEO AOELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www satyuancaplstrano. org
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1776
MEMBERS OF THE CITY COUNCIL
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
The City Council of San Juan Capistrano will meet at 6:30 p.m. on Tuesday, May 6,
2008 in the City Council Chamber in City Hall, to consider: "Consideration of a
Parking License and Use Agreement for Assessors Parcel Number 666-131-08,
Located at 27122 Paseo Tirador, between the City of San Juan Capistrano and
LB/Centra Tirador, LLC. (Ventanas)" — Item No. G3b.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00
p.m. on Monday, May 5, 2008 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the
staff table, just in front of the Council dais. You will be called to speak by the Mayor
when the item is considered.
You have received this notice at the request of the City staff member Douglas D.
Dumhart, Economic Development Manager. You may contact that staff member at
(949) 443-6316 with any questions.
The agenda, including agenda reports, is available to you on our web site:
www.sanivancapistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
citvclerk an-sanivancapistrano.org.
Meg Monahan, MMC
City Clerk
cc: Stephen Sanland, Centra Realty*; Don Martinson, San Juan Basin Authority*;
Douglas D. Dumhart, Economic Development Manager
* Received staff report
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 100% recycled paper
•
Doualas Dumhart
11
Full Name:
Mr. Matthew Paskerian Esq.
Last Name:
Paskerian
First Name:
Matthew
Job Title:
Centre's Legal Counsel
Business Address:
1730 Tradewinds Lane
Newport Beach, CA 92660
Business:
(949) 285-0142
Business Fax:
(949) 734-9226
E-mail:
E-mail Display As:
Legal counsel to Centra
mpaskerian(@pbmlawyer.com
Matthew Paskerian Esq. (mpaskerian@Pbmlawyer.com)
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Douglas Dumhart
Full Name:
Mr. Stephen P. Sandland
Last Name:
Sandland
First Name:
Stephen
Job Title:
Vice President
Company:
Centra Realty Corporation
Business Address:
3 Park Plaza, Suite 1490
Irvine, CA 92614
Business: (949) 476-2246 x 111
Mobile: (949) 294-4417
Business Fax: (949) 476-8520
E-mail: ssandland@centrarealtycorp.com
E-mail Display As: A. I. A. Stephen P. Sandland (ssandland@centrarealtycorp.com)
ssandland@projectdimensions.com
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Douglas Dumhart
Full Name:
Denise Hering
Last Name:
Hering
First Name:
Denise
Company:
Stradiing, Yocca Carlson and Rauth
Business Address:
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Business:
(949)725-4165
Mobile:
(949) 683-5082
Business Fax:
(949) 725-4100
E-mail:
dhering(psycr.com
Email Display As:
dhering@sycr.com
Assistant - Connie Campbell
(949) 725-4053 Judi Krawiec Para -Legal
(949) 725-4235
Ted Cody
San Francisco Office
(415) 283-2240 office
(949) 887-2241 Cell Phone
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Douglas Dumhart
Full Name:
Don Martinson
Last Name:
Martinson
First Name:
Don
Company:
San Juan Basin Authority
Business Address:
P.O. Box 30203
Laguna Niguel, CA 92607-0203
Business:
(949) 831-2500
Business 2:
(949) 448-4055
Business Fax:
(949) 831-5651
E-mail:
(gray@mmad.com
Email Display As:
Igray@mnwd.com
Categories: Business
Ground Water Basin Management
Leslie Gray (secretary)
Allison Burns, Lawyer 949-725-4187
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