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1978-0315_DAON CORP/ FREDRICKS DEVELOPMENT/ LIVICHI, JOHN_AgreementACS: 10/24/77 10/25/77 10/28/77 A G R E E M E N T This Agreement entered into on the 15th day of March , 1978 by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation (hereinafter re- ferred to as "City"), DAON CORPORATION, a Delaware corporation, (hereinafter referred to as "Optionee"), JOHN LIVICICH and NICK CORCOVELLOS, being all the joint ventures in LIVICICH- WONG INVESTMENT, a joint venture (hereinafter as "Owners"), MISSION HILLS RANCH, INC., a California corporation (hereinaf- ter referred to as "MHR") and FREDRICKS DEVELOPMENT CORPORATION, a California corporation (hereinafter referred to as "Fredricks"). W I T N E S S E WHEREAS, MHR is the owner of approximately 157 acres within the City, said acreage is identified as Tentative Tract No. 6381 (Hereinafter Tract 6381); and WHEREAS, Fredricks and MHR have entered into an agree- ment for the sale of Tract 6381 by MHR to Fredricks; and WHEREAS, Optionee holds an option to buy from Owners that certain real property in City more particularly described on Exhibit A, attached hereto and incorporated herein by this reference; (hereinafter Tract No. 10103); and WHEREAS, City has agreed to accept conveyance of a public street easement across Tract No. 10103 and connecting Tract No. 6381 with Rancho Viejo Road at such time as said street easement is improved; and WHEREAS, Owners are willing to convey said street easement on condition that the certain costs of improvements thereon are borne by others; -1- NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1. Optionee and Owners, within sixty (60) days from the date of the execution of this Agreement, shall deliver the following to the City subject to performance by Fredricks of its obligations under paragraph 2: a) An irrevocable offer to dedicate to City an easement for public street purposes substantially along the alignment set forth on Exhibit B, attached hereto and by this reference made a part hereof. b) Such binders of title insurance, or title guarantees, as are acceptable to City without cost to Optionee or Owner. 2. City upon receipt of the irrevocable offer to dedicate said public street easement shall cause said offer to be recorded. 3. Within sixty (60) days from the date of execution of this Agreement; Fredricks shall cause to be determined, at its sole expense, the precise alignment, design and legal description of the subject public street easement. Said easement alignment, design and legal description shall be determined in accordance with good engineering and development practices and shall be substantially along the alignment for the public street easement set forth in Exhibit B. Thereafter, Fredricks shall deliver to Optionee, Owners, and City a copy of the legal description, design and of any engineering maps and diagrams setting forth said alignment and, Optionee, Owners and City shall have ten (10) days from receipt of such documents to approve or disapprove the alignment, design and legal description. Notice of disapproval shall be given in writing to Fredricks with- in said ten (10) day period, and shall specify, with particularity, -2- all reasons for such disapproval, failure to disapprove within ten (10) days shall be deemed approval. In the event of any disapproval of the said alignment, design or legal description Fredricks shall use its best efforts to modify the alignment, design or legal description so as to make it acceptable to the disapproving party. Notwithstanding the foregoing, it is expressly understood and agreed that the general alignment of the easement set forth on Exhibit B is acceptable to all parties hereto. 4. After approval of the alignment, design and legal and Owners description Optionee/shall within ten (10) days deliver a fully executed grant of easement to City and City shall cause the easement to be recorded immediately. Fredricks at its expense (except for any contributions to be made by MHR as hereafter set forth), shall be entitled to and not later than when Optionee has completed its rough grading on Tract No. 10103 shall cause said street easement to be improved and completed throughout its entire length as a public street in accordance with City standards and the cross-section for such improvement as set forth on Exhibit B hereof, as follows: a) The portion of the public road easement outlined in green on Exhibit B shall be constructed as a commuter street in conformity with the "Typi- cal Section" for a commuter street as set forth on Exhibit B. Said commuter street shall have a 60 foot right of way, with two 20 foot wide travel lanes, with curbs and gutters on both sides, and with a sidewalk on one side. b) The portion of the public road easement not outlined in green on Exhibit B shall be con- structed as a local rural street, in conformity with the "Typical Section" for a local rural street -3- as set forth on Exhibit B. Said local rural street shall be constructed to include two twelve -foot - wide travel lanes with eight -foot paved shoulder on either side and a drainage device in the next five feet, both sides. The remaining five feet shall have a four -foot walkway (2 -inch thick asphalt concrete) on one side. There shall be no equestrian trail within the right-of-way. c) Fredricks shall have no obligation for the payment for, or the construction or installa- tion of, storm drains, other than the minimum required to protect the road, water lines, sewer lines, street lighting, or any underground utilities within said public road easement. However, Fredricks agrees to give at least 8 weeks prior written notice to Optionee and Owners of the date on which Fredricks shall commence the fine grading for the easement; and, during said eight (8) week period, Optionee or Owners may install or construct such underground utilities, sewers, or storm drains within the easement as they deem appropriate as long as such work does not unreasonably interfere with Fredricks' access for construction traffic to its property. Optionee and Owners shall, upon the completion of any work they perform or cause to be performed within the easement, leave the roadway in the same or better condition as when said work was commenced. 5. MHR as a contribution to the cost of construction of said street improvements shall pay Fredricks the amount of Twenty Thousand Dollars ($20,000) at such time as Fredricks commences grading of the roadway for the street easement. -4- 6. Upon the completion of the construction of the improvements as a public street, City shall accept the same as the primary access to Tract 6381 in accordance with the Judgment entered in that certain case in the Superior Court for the County of Orange, State of California, and entitled "Mission Hills Ranch, Inc., Plaintiff vs. City of San Juan Capistrano, et al." being Case No. 249324. The City shall thereafter maintain said street. 7. Any notice required to be given under this Agreement shall be given in writing and shall be deemed given on the date it is actually received, whether delivered personally to the ad- dressee or mailed by United States mail prepaid thereon, return receipt requested and addressed as follows: To Owners: Phillip B. Wagner 141 N. Arrowhead, Suite 4 San Bernardino, CA 92408 f To Optionee: Daon Corporation 1400 Quail Street Newport Beach, CA 92680 Attn: Richard Putman To City: City Manager 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Fredricks Development Corporation 18 Brookhollow Drive Santa Ana, CA 92705 Attn: Wade Cable To Mission Hills Ranch, Inc. C/O Burke, Williams & Sorensen 707 Wilshire Boulevard, Suite 3300 Los Angeles, CA 90017 Attn: Royal M. Sorensen, Esq. cc: Justus C. Gilfillan 813 Emerald Bay Laguna Beach, CA 92651 -5- 8. Fredricks shall complete constriction of the road improvements as specified herein before Optionee or Owners, or any of their successors and assigns, record a final subdivision map covering all or substantially all of Tract 10103. Fredricks obligations hereunder are expressly condi- tioned on Fredricks closing escrow for the purchase of Tract 6381; however, the time for Fredricks' performance of its obligations under paragraph 4 shall not be exetended or other- wise excused because of delays in Fredricks' development of Tract 6381. 9. Other than under paragraphs 1 and 3 hereof Optionees' obligations shall be conditioned upon Optionee becoming the owner of record of the property described in Exhibit "A". Other than under paragraphs 1 and 3 hereof Fredricks obligation shall be conditioned upon its becoming the Owner of record of tract 6381. 10. Optionee shall have the first right of refusal on any excavation material from the construction of the road along Exhibit "B" to the extent such material is not required for the purposes of constructing said road. 11. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 12. This Agreement shall be binding on, and shall be enforceable by, the successors and assigns of the parties hereto. ATTEST: CITY OF SAN JUAN CAPISTRANO I KENNETH E. FRIESS, MAYOR -6- I KENNETH E. FRIESS, MAYOR -6- APPROVED AS TO FORM: IES S. OKAZAK2, CI ATTORNEY MISSION HILLS RANCH, INC. BY Wade Cable, Vice Presi ent FREDRICKS DEVELOPMENT CORPORATION BY z k -7- JOHN LIVICICH NICK CORCOVELLOS MISSION HILLS RANCH, INC. BY Gf \ FREDRICKS DEVELOPMENT CORPORATION !3! APPROVED AS TO FORM: JAMES S. OKAZAKI, ITY ATTORNEY -7- Order No. 437407 PARCE� I: That portion of Section 25, Township 7 South, Range 8 West, San Bernardino Meridian, according to an official plat of said land filed in the district land office in the city of San Juan Capistrano, described as follows: Beginning at 3/4" pipe, South 790 51' East 23.40 feet from a 4 by 4 post in the Southeasterly line of Lot 3 of Tract 112 as shown on a map thereof recorded in book 11 page 12 of Miscellaneous Maps, records of said Orange County, said post being 25.00 feet North 25° 15' East from the angle point in the Southeasterly line of said Lot 3, and running from said point of beginning South 790 51' East 128.40 feet; thence North 800 01115" East 410.60 feet; thence North 88° 42' 15" East 300.60 feet; thence South 27° 36' West 353 feet; thence South 360 54' 45" West 487.90 feet; thence South 88° 22' 45" West 239.82 feet; thence North 530 28' 45" West 190.00 feet; thence South 840 10' 45" West 20.20 feet; thence North 10 13' East 410.75 feet; thence North 120 21' East 125.85 feet to the point of beginning. Said land is included within the area shown on a map filed in book 73 page 25 of Record of surveys in the office of the county recorder of said county. PARCEL II: Commencing at a point in the Southeasterly line of Lot 3 of Tract No. 112, as shown on a map recorded in book 11, page 12 of Miscellaneous Maps, records of Orange County, California, which said point is distant Northeasterly along said Southeasterly line of Lot 3, 520.64 feet from the angle point in the Southeasterly line of said Lot 3 from which said angle point a 4" x 4" stake marked 25.00 on the East face bears North 25° 15' East 25.00 feet and running thence from said point of commencement North 25° 15' East along the Southeasterly line of Lots 2 and 3 of said Tract No. 112, 390.16 feet to an angle point in*the Southeasterly line of said Lot 2; thence North 890 57' East 272.10 feet to an angle point in the said Southeasterly line of said Lot 2; said angle point being the True Point of Beginning of the land herein described; thence from said True Point of Beginning North 13° 01' East 176.79 -feet to a point; thence leaving said Southeasterly line of said Lot 2, South 610 28' 30" East 271.21 feet.to a point; thence North 83° 11' 30" East 137.46 feet to a point; thence South 20 51' 00" West 450.85 feet to a point; thence South 416 25' 15" West 453.79 feet to a point; thence North 86° 19' 00" West 264.40 feet to a point; thence North 191 02'00" West 203.34 feet to a point on the Westerly Right of Way line of the 100.00 foot strip of land conveyed to the Orange County Flood Control District by deed recorded August 27, 1937 in book 898, page 576 of Official Records of said Orange County, said point being on a curve concave Southeasterly EXHIBIT "A" '14$ (G.S.)'; r \ and having a radius of 350.00 feet, a radial line to the center of said curve bears South 40° 43' 56" East; thence Northeasterly along the arc of said curve through a central angle of 18° 33' 56" a distance of 113.41 feet to the beginning of a tangent reverse curve, concave Northwesterly and having a radius of 147.11 feet; thence in a Northeasterly direction along the arc of"said curve through a central angle of 35° 37' 05", a distance of 91.45 feet; thence leaving said Westerly Right of Way line North 490 43' 16" East 94.20 feet to a point on the Centerline of said Right of Way; thence North 50 06' 00" East along said Centerline 41.40 feet to the beginning of a tangent curve concave Westerly and having a radius of 1200.00 feet; thence in a Northerly direction along the arc of said curve, through a central angle of 11° 08' 00" a distance of 233.18 feet; thence leaving said Centerline North 00 35' 28" West 70.68 feet to the True Point of Beginning. PARCEL III: Those portions of Sections 25 and 36 in Township 7 South, Range 8 West of San Bernardino meridian, and of Sections 30 and 31 in Township 7 South, Range 7 West, of San Bernardino meridian, in the city of San Juan Capistrano, county of Orange, state of California, as said sections are shown on Official Plats of said Townships filed May 19, 1878, and April 12, 1875, respectively, in the District Land Office, described as follows: Beginning at the intersection of the Southwesterly line of the land conveyed to Oscar Rosenbaum by a deed recorded in book 265 page 69 of Deeds, with the northeasterly line of the land described in a deed to the State of California, recorded.May 17, 1957 in book 3911 page 232, Official Records, said intersection being the southeasterly terminus of that certain course cited in last said deed as South 201 42' 55" East 129.76 feet, thence North 210 27' 34" West 88.41 feet along said course to the intersection of a line parallel with and northeasterly 60.00 feet from the said southwesterly line of Rosenbaum, said intersection being the true point of beginning; thence along the said northeasterly line of the said land of the State of California North 210 27' 34" West 41.35 feet, North 250 27' 37" West 318.15 feet and North 310 O1' 44" West 425.62 feet to a point on a nontangent curve concave southwesterly having a radius of 3200.00 feet a radial to said point bears North 530 08' 09" East; thence northwesterly 638.23 feet along said curve through a central angle of 11 25' 39" to the intersection of the center line of the 100.00 foot wide channel easement granted to the Orange County Flood Control District by a deed recorded August 27, 1937 in book 898, page 576, Official Records, being a point on that certain curve in said center line described in said deed as concave southeasterly and having a radius of 350.00 feet, a radial to said curve at said intersection bears North 610 38' 06" West; thence leaving said northeasterly line along said centerline; northeasterly 158.69 feet along said curve through a central angle of 25° 58' 42" to the beginning of a reverse curve concave northwesterly having a radius of 186.32 feet; thence northeasterly 204.40 feet along said curve through a central angle of 62° 47' 30" to the beginning of a compound curve concave southwesterly having a radius of 449.20 feet; thence northerly 194.40 feet along said curve through a central angle of 24° 48' 00" thence North 330 14' 54" West 176.78 feet to the beginning of a curve concave easterly having a radius of 125.00 feet; thence northwesterly, norhterly and northeasterly 255.47 feet along said curve through a central angle of 1171 06' 00" thence North 830 51' 06" East 217.96 feet to the beginning of a curve concave northwesterly haveing a radius of 250.00 feet; thence northeasterly 240.05 feet along said curve through a central angle of 551 01' 00", thence North 280 50' 06" East 138.36 feet to the beginning of a curve concave southeasterly having a radius of 300.00 feet; thence northeasterl 84.59 feet along said curve through a central angle of 16° 09' 17", thence leaving said centerline of said centerline South 191 04' 06" East, 148.38 feet; thence South 86* 21' 06" East 264.40 feet; thence North 410 23' 09" East 453.79 feet; thence North 2° 43' 54" East 450.85 feet; thence South 83' 09' 24" West 137.46 feet; thence North 610 30' 36" West 271.21 feet to the easterly line of Lot 2 of Tract No 112, as per map recorded in book 11 page 12 of Miscellaneous Maps, in the office of the County Recorder of said County; thence North 120 58' 54" East 394.20 feet along said easterly line of Lot 2 to the East West centerline of said Section 25 thence North 890 49' 14" East 1932.51 feet along said East West centerline to the southwesterly line of the Rancho Mission Viejo, as shown on a map filed in book 8 page 43 of Record of Surveys, in the Office of the County Recorder of said County; thence South 53° 44' 07" East 1877.23 feet along said southwesterly line to the westerly line of the land described in Parcel 1 of a deed to Newport Balboa Savings and Loan Association, a corporation, recorded Marchll, 1960 in book 5141 page 95, Official Records; thence along said westerly line South 70 57' 03" West 999.28 feet; South;120 12' 12" East 206.74 feet and South 12° 08' 03" West 423.62 feet .to an angle point in the northerly line of the land described in Parcel 1 of a deed to P.A. Palmer Inc., a corporation, recorded March 11, 1960 in book 5141 page 84, Official REcords, thence leaving said westerly line along said northerly line North 620 35' 02" West 310.00 feet South 700 30' 16" West 373.99 feet, South 530 18' 36" West 256:90 feet, South 88° 17' 40" West 710.25 feet, South 39° 39' 20" West 655.90 feet and South 540 56' 18" West 499.89 feet to the East line of the northwest quarter of said Section 36 Township 7 South Range 8 West; thence South 00 36' 08" West, 255.11 feet along said East line to the intersection of said line parallel with and northeasterly 60.00 feet from the southwesterly line of the said land conveyed to Oscar Rosenbaum; thence North 660 23' 00" West 1163.14 feet to the true point of beginning. 3.7s IGs.i, •. f EXCEPV that portion described as follows: Beginning at an angle point in the northerly line of said Parcel 1 of said deed to P.A. Palmer Inc., a corporation, recorded March 11, 1960 in book 5141, page 84, Official Records, said angle point being the easterly terminus of that course thereof cited as North 88° 17' 40" East 710.25 feet; thence North 120 14' 55" West 620.00 feet to the true point of beginning; thence North 28° 00' 00" East 540.00 feet; thence North 470 37' 38" East 291.56 feet; thence South 530 44' 07" Est 100.00 feet; thence South 2° 31' 52" Est 654.67 feet; thence South 360 15' 53 West 310.00 feet; thence North 530 44' 07" West 490.00 feet to the true point of beginning. ALSO EXCEPT the land described in the deed to Mission Hills Ranch Inc., a California corporation, recorded August 26, 1969 in book 9061 page 417 Official Records. ALSO EXCEPT that portion thereof described in the deed to Ethel P. Pease, a widow, recorded March 6, 1940 in book 1035 page 152 Official Records. ALSO EXCEPT those portions described as Parcel 1 and Parcel 2 on the Parcel Reconveyance recorded January 4, 1966 in book 7797 page 140, Official Records. ALSO EXCEPT from all parcels an undivided one-half interest in the oil, gas, and other hydrocarbon substances below a depth of 500 feet from the surface of said .land, but without the right of surface entry, as granted to Merle R. Seymour, a married man, by deed recorded December 24, 1963 in book 6357 Page 943, Official Records. ALSO EXCEPT an undivided one-fourth interest in the oil, gas and other hydrocarbon substances below'a depth of 500 feet from the surface of said land, but wihtout the right of surface entry, as granted to Percy W. Rosenbaum in deed recorded December 24, 1963 in book 6857, page 948, Official Records. ALSO EXCEPT an undivided one fourth interest in the oil, gas and other hydrocarbon substances below a depth of 500 feet from the surface of said land, but without the right of surface entry as granted to Bernice F. McAfee, a married woman, by deed recorded December 24, 1963 in book 6857 page 953 Official Records. 137�Q 50 P LJ f.O'AO: LANTO SAN Jl7A N'CAPISTRANO, CALIFORNIA 92675 \` `S HONE 49�3?,A. 77f� March 17, 1978 Royal M. Sorensen BURKE, WILLIAMS & SORENSEN Attorneys at Law 707 Wilshire Boulevard, Suite 3300 United California Bank Building Los Angeles, California 90017 Re: Access Agreement, Tract 6381 (Dann -Fredricks) Dear Mr. Sorensen: Enclosed are four copies of the agreement between the City and Daon Corporation, Livicich-Wong Investment, and Fredricks Development Corporation. The agreement was approved by the City Council at their meeting of March 15, 1978, and has been executed by the Mayor and City Clerk. Pursuant to our telephone conversation of March 16th, we are retaining two copies of the agreement, of which one copy has been signed by Mr. Humphries for Mission Hills Ranch Inc.; the second copy has been signed by John Livicich, Nick Corcovellos, and Wade Cable. Thank you for your cooperation. Very truly yours, (MRS) MAR% ANN HANOVER City Clerk MAH/cj Enclosure cc: Director of Public Works John Garrett, Esq. Regan, Drummy, Garrett & King, Inc. A Professional Corporation Second Floor, MacArthur Plaza 4299 MacArthur Boulevard P. 0. Box 8010 Newport Beach, California 92663 Phillip B. Wagner 141 North Arrowhead, Suite 4 San Bernardino, California 92408 Fredricks Development Corporation 18 Brookhollow Drive Santa Ana, California 92705 Att: Wade Cable George N. Lohnes Assistant City Engineer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Access Easement to Tract 6381 San Juan Capistrano Gentlemen: Here is the counterpart of the Access Easement Agree- ment for Tract 6381, San Juan Capistrano, which has been executed by Mission Hills Ranch. RMS: eh Enclosure Very truly yours, AIAZf SORE MARTIN J. BURKE TELEPHONE ROYAL M. SORENSEN 1213) 485-0101 DWIGHT A. NEWELL JAMES T. BRADSHAW, JR. LAW O F I CES MARK ALLEN, JR. BURHE,WILLIAMS & SORENSEJ� I�1�,IfY RICHARD R1A ,U MARTIN L. BURKE SUITE 3300 HARRY C. WILLIAMS CARL K. NEWTON J. ROBERT FLANDRICK UNITED CALIFORNIA BANK BUItDIN�ri 7 % 1 %J! ) •I 'J'�LI Q Us12-ls sv) DENNIS P. BURKE 707 WILSHIRE BOULEVARD L l l.0 LELAND C. COLLEY LOS ANGELES, CALIFORNIA 90017 GEORGE W. WAKEFIELD COLIN LENNARD _ Oi COU ... L R. MICHAEL WILKINSON I' BRIAN J. SEERY NEIL F. YEAGER BRIAN A. PIERFebruary 21, 1978 WILLIAM PAUAULL KANNOW John Garrett, Esq. Regan, Drummy, Garrett & King, Inc. A Professional Corporation Second Floor, MacArthur Plaza 4299 MacArthur Boulevard P. 0. Box 8010 Newport Beach, California 92663 Phillip B. Wagner 141 North Arrowhead, Suite 4 San Bernardino, California 92408 Fredricks Development Corporation 18 Brookhollow Drive Santa Ana, California 92705 Att: Wade Cable George N. Lohnes Assistant City Engineer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Access Easement to Tract 6381 San Juan Capistrano Gentlemen: Here is the counterpart of the Access Easement Agree- ment for Tract 6381, San Juan Capistrano, which has been executed by Mission Hills Ranch. RMS: eh Enclosure Very truly yours, AIAZf SORE WADE CABLE Vice -President 0 0 FREDRICKS DEVELOPMENT CORPORATION 18 BROOKHOLLOW DRIVE • SANTA ANA, CALIFORNIA 92705 • (714) 549-4731 February 21, 1978 Mr. George N. Lohnes Assistant City Engineer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 RE: Access Easement to Tract 6381 San Juan Capistrano Dear Mr. Lohnes: Pursuant to Mr. Sorensen's letter of December 15, 1977, enclosed please find five copies of the Agreement relative to the above access road which have been executed by Daon Corporation, John Livicich, Nick Corcovellos, and Fredricks Development Corporation. Upon your execution of the enclosed Agreement, please forward all copies to Mr. Sorensen. Very truly yours, FREDRICKS DEVELOPMENT CORPORATION IAW'A'�i Wade Cable Vice President WC:lsh Enc. cc: Royal M. Sorensen John Livacich Philip B. Wagner A SUBSIDIARY OF PACIFIC LIGHTING CORPORATION