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1989-0105_DEERING INVESTMENT COMPANY_Owner Participation Agreement RECEIVFD RECORDING REQUESTED BY T.D. SERVICE COMPANY_ AUG 41 �2 And when recorded mail to j� T.D. SERVICE COMPANY 1750 E FOURTH ST, SUITE 700 PO BOX 11988 SANTA ANA , CA 92711-1988 Space above this line for recorder's use NOTICE OF TRUSTEE'S SALE T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAPI AP No: 668 241 23 T.D. SERVICE COMPANY, as duly appointed Trustee under the following described Deed of Trust WILL SELL AT PUBLIC AUCTION TO THE HIGHEST BIDDER FOR CASH (in the forms which are lawful tender in the United States) and/or the cashier's, certified or other checks specified in Civil Code Section 2924h (payable in full at the time of sale to T.D. Service Company) all right, title and interest conveyed to and now held by it under said Deed of Trust in the property hereinafter described: Trustor. PASEO CAPISTRANO ASSOCIATES HARBOR PACIFIC DEVELOPMENT COMPANY, DEERING INVESTMENT COMPANY Recorded September 12, 1989 as Instr. No. 89-486245 in Book --- Page --- of Official Records in the office of the Recorder of ORANGE County, pursuant to the Notice of Default and Election to Sell thereunder recorded April 16, 1997 as Instr. No. 97-175168 in Book --- Page --- of Official Records in the office of the Recorder of ORANGE County, said Deed of trust describes the following property: SEE ATTACHED EXHIBIT A PERSONAL PROPERTY SEE ATTACHED EXHIBT B YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED AUGUST 15, 1989. UNLESS YOU TAKE ACTION TO PROTECT YOUR PROPERTY, IT MAY BE SOLD AT A PUBLIC SALE. IF YOU NEED AN EXPLANATION OF THE NATURE OF THE PROCEEDING AGAINST YOU, YOU SHOULD CONTACT A LAWYER. 31894 PASEO MERCADO DE CAPISTRANO, SAN JUAN CAPISTRANO, CA 92675 "(If a street address or common designation of property is shown above, no warranty is given as to its completeness or correctness).' Said Sale of property will be made in 'as is" condition without convenant or warranty, express or implied, regarding title possession, or encumbrances, to pay the remaining principal sum of the note(s) secured by said Deed of Trust„with interest as in said note provided, advances, if any, under the terms of said Deed of Trust, fees, charges and expenses of the Trustee and of the trusts created by said Deed of Trust. Said sale will be held on: SEPTEMBER 10, 1997, AT 3:00 P.M. ON THE FRONT STEPS TO THE ENTRANCE OF THE ORANGE CIVIC CENTER, 300 E. CHAPMAN, ORANGE, CA At the time of the initial publication of this notice, the total amount of the unpaid balance of the obligation secured by the above described Deed of Trust and estimated costs, expenses, and advances is $6,188,039.12 It is p ible that at the time of sale the opening bid may be less than the total indebtedness due. _7 S . �dM �CN+ w s 1, " 7�ouc�lc�s a i Ni)q Page 2 T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAPI Date: August 6, 1997 T.D. SERVICE COMPANY as said Trustee, BYAM. FRANC�`DEPALMA, ASSISTANT SCRETARY T.D. SERVICE COMPANY 1750 E FOURTH ST, SUITE 700, PO BOX 11988 SANTA ANA, CA 92711-1988 714/543-8372 We are assisting the Beneficiary to collect a debt and any information we obtain will be used for that purpose whether received orally or in writing. If available, the expected opening bid may be obtained by calling the following telephone number(s) on the day before the sale: 714/480-5690 • EXHIBIT "A" • I LEGAL DESCRIPTION LAND LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, AND DESCRIBED AS FOLLCWS: 71-ME PORTIONS OF LOT 31 OF TRACT NO. 103, IN THE STATE OF CALIFORNIA, CITY OF SAN JUAN CAPISTRANO, AS SHOWN ON A MAP FILED IN BOAC 11, PACES 29 THROUGH 33 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID axim, DESCRIBED AS FOLLOWS: PARCEL 1: BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED CO THE STATE OF CALIFORNIA RECORDED MAY 5, 1957 IN BOAC 3900, PAGE 208 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING IN THE SOUTHWESTERLY LILA OF SAID IAT, DISTANCE NORTH 41' 37' 00" WEST 718.42 FEET FRCM THE MOST SOUTHERLY CORDER OF SAID LOT, AND RUNNING THENCE SOUTHH 41' 37' 00" EAST, ALCM SAID SOUTHWESTERLY LINE, TO THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO EDWIN S. ELDER AND WIFE, RECORDED MAY 14, 1970 IN BOCK 9289, PAGE 381 OF OFFICIAL RECORDS, SAID POINT BEING IN THE WESTERLY LINE OF THE SAN DIEGO FREEWAY; THENCE NORTH 24' 26' 12' EAST, ALONG SAID WESTERLY LINE, TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN PARCEL 2 IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED APRIL 28, 1969 IN BOAC 8940, PAPE 460 OF OFFICIAL RECORDS; THENCE NORTHERLY, ALCM THE: EASTERLY LINE OF SAID PARCEL. 2 AND ALCM THE EASTERLY LINE OF PARCEL 1 IN SAID DEED, TO THE NORTH LINE OF THE LAND DESCRIBED IN SAID DEED RECORDED IN BOCK 3900, PAGE 208 OF OFFICIAL RECORDS; THENCE NORTH 89' 03' 00" WEST, ALONG SAID NORTH LINE, TO THE NORTHWEST COINER NER OF SAID LAND; THENCE SOUTH 39' 57' 00" WEST, ALONG THE WESTERLY LINE OF SAID LAND, AND ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN PARCEL 1 IN THE DEED TO EDWIN S. ELDER AND WIFE, RECORDED JUNE 29, 1966 IN BOAC 7974, PAGE 491 OF OFFICIAL RECORDS, 421.99 FEET TO AN ANGLE POINT IN THE WESTERLY LINE OF SAID PARCEL 1; THEM SOUTH 40' 26' 00" WEST, ALONG SAID WESTERLY LINE AND AL,CNG THE WESTERLY LINE OF SAID LAND DESCRIBED IN SAID DEED RECORDED IN BOCK 3900, PACE 208 OF OFFICIAL RECORDS, 253.90 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFRCM A PORTICN OF SAID LAND ALL MIIMIALS, OILS, GASES AND OTHER HYDROCARSCYS BY WHATscEm NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PORTIONS OF SAID LAND HEREMWOVE DESCRIBED WITHOUT, HOWEVER. THE RIGHT TO DRILL, DIG OR HEM THROUQi THE SURFACE OR THE UPPER 100 FEET OR TH RCKM THE SURFACE THER SOF, AS EXCEPTED IN INSTRLMENTS REQ IN BOCK 8831, PACE 196; BOCK 8940, PACE 460, AND BOCK 9289, PACE 381 ALL OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS OVER THE SOU'rHWE5TEMY 35.00 FEET OF THAT PORTION OF LOT U OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOCK 11, PACES 29 THROUGH 33 INCLUSIVE, OF MISCELLANEOUS MAPS. REC OMS OF SAID ORANGE CaRM, LYING SOUTHEASTERLY OF THE EASTERLY PROLONGATION OF AVENIDA GOLCMRINA AND NORTHWESTERLY OF PARCEL 1 HEREINBEFORE DESCRIBED. EXHIBIT "B" i DESCRIPTICN OF COLLiMMM Security title to and a security interest in the following property and all accessories, parts and equipment now or hereafter affixed thereto, or used in connection therewith, (collectively the "Property) to secure payment of the Indebtedness: 1) All fixtures and articles of personal property now or at any time hereafter attached to or used in any way in connection with the use, operation or occupancy of the Real Property bereinbefore described, and any and all buildings, meter lines, sewer lines and other improvements thereon or to be erected thereon, including, but not by way of limitation, all building materials and egApuent now or hereafter delivered to the premises and intended to be therein installed, (and in case such fixtures, materials, equipnent and articles are subject to the lion of a conditional sales contract, chattel mortgage or any other security interest, then including any deposits or payments heretofore or hereafter mads with respect thereto), together with any and all additions thereto and replacements thereof, and all present and future leases, rents and profits connected with or derived from the Real Property. 2) Debtw's deposit accent t with secured Party. ( - T Recording requested by RECEIVED p T.D. Service Company QUS 12 41 111 t97 and when recorded mail to T.D. Service Company 1750 E. Fourth St., Suite 700 P.O. Box 11988 Santa Ana, CA 92711-1988 Space above this fine for recorder's use SUBSTITUTION OF TRUSTEE T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAP[ ivOTICE IS HEREBY GIVEN: That the beneficiary desires to substitute a new Trustee under the Deed of Trust hereinafter referred to in the place and stead of the present Trustee thereunder, in the manner provided for in said Deed of Trust and does hereby substitute T.D. SERVICE COMPANY, 1750 E. Fourth St., Suite 700, P.O. Box 11988, Santa Ana, CA 92711-1988 TITLE INSURANCE AND TRUST COMPANY was the original Trustee in the Deed of Trust hereinafter described: Trustor. PASEO CAPISTRANO ASSOCIATES HARBOR PACIFIC DEVELOPMENT COMPANY, DEERING INVESTMENT COMPANY Recorded September 12, 1989 as Instr. No. 89-486245 in Book --- Page --- of Official Records in the office of the Recorder of ORANGE County; c Current Beneficiary Dated 'T' �' 17 ' 19 BEALBANK, SSB � BY A y3fi BY FOR CORPORATE ACKNOWLEDGEMENT STATE OF -If Xcl 5 ) COUNTY OF 7ttt(0.5 )SS On / 1, 1 a 1 199 7 before me, the undersigned, a Notary Public in and for said State personally appeared ,known to me to be the LCc.w C4rf-� Rresidanty and known to me to be Secretary of the Corporation that executed the within Instrument, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within Instrument, on behalf of the Corporation therein named, 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. A 2�6 t�- Notary Public in and fors County and State Map, MELISSA HYATT + NOTARY PUBLIC ystate of Texas ►a� Comm. Exp. 11.162000 AFFIDAVIT T.S. No: A300389 A STATE OF CALIFORNIA ) COUNTY OF ORANGE )ss. On 8/11/97, I mailed a copy of the attached Substitution of Trustee to the Trustee of record under the Deed of Trust described in said Substitution; and A copy of the attached Substitution has been mailed, prior to the recording thereof, in the manner provided in Section 2924b of the Civil Code of the State of California, to all persons to whom a copy of the Notice of Default would be required to be mailed by the provisions of said section. I declare under penalty of perjury that the foregoing is true /►and\ correct. %AAAA �i/�J rrfA 'IW:� 1 Signature of Affiant Subscribed and sworn to before me 19 'q-7 M r.MIUO1► �i-4 it oaAroer:eo Notary Publiclrt and for said County and State e^v c«nm.Exolr« N 2a 199v AFFIDAV RECORDED IN OFFICIAL RECORDS 89-340174 41 OF ORANGE COUNTY,CALIFORNIA 2:00 JUN 2 7 1989 PM EXEMPT � Q"17�FIECORDER C4 Recording Requested by Recording Fees Exempt Due to City of San Juan Capistrano Government Code Section 6103 When Recorded Mail To: Documentary Transfer Tax - No Consideration Agency Secretary, San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Mary Ann H over, Agency Secretary San Juan Capistrano Community Redevelopment Agency OWNER PARTICIPATION AGREEMENT by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY "AGENCY" and DEERING INVESTMENT CO. "PARTICIPANT" JOHNSON %9-340!74 TABLE OF CONTENTS I . [ §100] SUBJECT OF AGREEMENT A. [ §101 ] Purpose of Agreement B. [ §102 ] The Redevelopment Plan C. [ §103 ] The Site D. [ §104] Parties to the Agreement 1 . [ §105] The Participant 2 . [ §106] The Participant 3 . [ §107 ] Relationship of Agency and Participant II . [ §200 ] DEVELOPMENT OF THE SITE A. [ §201 ] Scope of Development B. [ §202 ] Cost of Construction and Agency Reimbursement C. [ §203 ] Bodily Injury and Property Damage Insurance D. [ §204] Reciprocal Easement Agreement E. [ §205 ] Surety Agreement F. [ §206] City and Other Governmental Agency Permits G. [ §207 ] Local, State and Federal Laws H. [ §208] Antidiscrimination During Construction I . [ §209 ] Certificate of Completion III . [ §300] USE OF THE SITE A. [ §301 ] Uses B. [ §302 ] Agency Approval of Uses B. [ §303 ] Rights of Access C. [ §304] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction (i ) i • 89-340174 IV. [ §400] GENERAL PROVISIONS A. [ §401 ] Notices, Demands and Communications Between the Parties B. [ §402 ] Conflicts of Interest C. [ §403 ] Enforced Delay; Extension of Times of Performance D. [ §404] Nonliability of Officials and Employees of the Agency V. [ §500] DEFAULTS AND REMEDIES A. [ §501 ] Defaults -- General B. [ §502 ] Applicable Law 1. [ §503 ] Institution of Legal Actions 2 . [ §504] Applicable Law 3 . [ §505 ] Acceptance of Service of Process C. [ §506] Rights and Remedies Are Cumulative D. [ §507 ] Inaction Not a Waiver of Default E. [ §508 ] Remedies and Rights of Termination 1 . [ §509 ] Damages 2 . [ §510] Specific Performance VI . [ §600] SPECIAL PROVISIONS A. [ §601 ] Successors in Interest C. [ §602 ] Amendments to this Agreement VII . [ §700] ENTIRE AGREEMENT, WAIVERS ATTACHMENTS Attachment No. 1 Site Map Attachment No. 2 Legal Description Attachment No. 3 Certificate of Completion Attachment No. 4 Scope of Development Attachment No. 5 Schedule of Performance Attachment No. 6 Memorandum of Understanding (ii ) # # 89-340174 OWNER PARTICIPATION AGREEMENT TRIS AGREEMENT is entered into by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency" ) and Deering Investment Co. , a California general partnership (the "Participant" ) . The Agency and the Participant hereby agree as follows: I . [ §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 Area by providing for the development of certain property situated within the Project Area (the "Project Area" ) . That portion of the Project Area to be developed pursuant to this Agreement (the "Site" ) is depicted on the "Site Map" , which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of developing the Site, including the construction of certain public improvements (the "Project" ) , 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 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 the City Council of the City of San Juan Capistrano by Ordinance No. 488 as amended by Ordinance Nos. 509, 547 and 582; said Ordinances and the Redevelopment Plan as so approved (the "Redevelopment Plan" ) are incorporated herein by reference. C. [ §103 ] The Site The Site Th is that portion of the Project Area designated on the Site 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 is currently owned by the Participant. 89-340174 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 and mailing address of the Agency (for purposes of this Agreement) is located at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 . "Agency" , as used in this Agreement, includes the San Juan Capistrano Community Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities. 2 . [ §106] The Participant The Participant is Deering Investment Co. , a California general partnership. The general partners are Charles R. Johnson, 32136 Miguelito Road, San Juan Capistrano, CA 92675 and Leonard A. Myers, 7755 Deering Avenue, Canoga Park, CA 91304. The principal office and mailing address of the Participant for the purposes of this Agreement is 32136 Miguelito Road, San Juan Capistrano, California 92675 . 3 . [ §107 ] Relationship of Agency and Participant It is hereby acknowledged that the relationship between the Agency and the Participant is not that of a partnership or joint venture, and that the Agency and the Participant shall not be deemed or construed for any purpose to be the agent of the other. II . [ §200] DEVELOPMENT OF THE SITE A. [ §201 ] Scope of Development The Participant shall commence and complete the development, including the construction of the Public Improvements, pursuant to the Schedule of Performance (Attachment No. 5) , which is attached hereto and incorporated herein by reference. The Public Improvements are detailed in the Scope of Development (Attachment No. 4) , which is attached hereto and incorporated herein by reference. The development shall include any plans and specifications submitted to City and/or Agency for approval, and shall incorporate or show compliance with all applicable mitigation measures. res. 05/25/89 1502n/2299/00 -2- 89-340174 B. [ §202 ] Cost of Construction The costs of Public Improvements as specified in the Scope of Development (Attachment No. 4) shall be borne by the Developer, with the exception of such costs which have previously been paid by the Agency in the Owner Participation Agreement between the Agency and Stroscher Properties and with the further exception of the developer impact fees related to the construction of this project, required by the City which shall be paid by the Agency. C. [ §203 ] Bodily Injury and Property Damage Insurance The Participant shall defend, 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 reasonable attorneys fees and costs) , which may be caused by any of the Participant' s activities under this Agreement, whether such activities or performance thereof be by the Participant or anyone directly or indirectly employed or contracted with by the Participant and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Participant shall take out and maintain throughout the period set forth in this Section 203, a comprehensive liability policy in the amount of One Million Dollars ($1, 000, 000. 00) per occurrence combined single limit policy, including contractual liability, as shall protect the Participant, City and Agency from claims for such damages. The Participant 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 additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify 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 Participant 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. The Participant 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. 05/25/89 1502n/2299/00 -3- 89-340174 ID. [ §204] Reciprocal Easement Agreement Prior to the issuance of building permits, the Participant shall submit to the Agency an executed and recorded copy of the Reciprocal Easement Agreement between Stroscher Properties, Seaside Rancho' s, Deering Investment Company and Paseo Capistrano Ltd. Partnership outlining the terms and conditions for joint development and maintenance of access, parking and circulation, as well as the division of costs for common improvements. This Agreement shall include the terms outlined in the Memorandum of Understanding (Attachment No. 6) detailing the division of costs for the common improvements. E. [ §205 ] Surety Agreement Prior to the issuance of grading permits, the Participant shall provide the Agency with an executed copy of a Surety Agreement for grading, landscaping, on-site and property restoration among the City of San Juan Capistrano, Deering Investment Company and Paseo Capistrano Ltd. Partnership, ensuring the common development of the properties owned by Deering Investment Company and Paseo Capistrano Ltd. Partnership. F. [ §206] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Participant shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. It is understood that the Participant' s obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain a building permit. G. [ §207 ] Local, State and Federal Laws The Participant shall carry out the construction of the improvements in conformity with all applicable laws, including all applicable federal immigration laws and federal and state labor standards provided, however, Participant and its contractors, successors, assigns, transferees and lessees are not waiving their rights to contest any such laws, rules or standards. F. [ §208 ] Antidiscrimination During Construction The Participant, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Participant 05/25/89 1502n/2299/00 -4- 89-340174 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. I . [ §209 ] Certificate of Completion Promptly after completion of all construction and development required by this Agreement to be completed by the Participant upon the Site in conformity with this Agreement, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant. Such Certificate shall be substantially in the form of Attachment No. 3 hereto. 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. If the Agency refuses or fails to furnish a Certificate of Completion for the Public Improvements after written request from the Participant, the Agency shall, within thirty (30) days of written request therefor, provide the Participant 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 of the Participant must take to obtain a Certificate of Completion. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093 . III . [ §300] USE OF THE SITE A. [ §301 ] Uses The Participant 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 Participant, such successors and such assignees, shall devote the Site to uses consistent with the Redevelopment Plan. The uses on the site shall be those generally associated with a home design and accessory center. Stores selling indoor or outdoor furniture, lighting fixtures, wallpaper, bed and bath accessories, and miscellaneous other related merchandise would be considered acceptable uses. The Participant shall secure at least one major tenant to occupy a space greater than 7500 sq. ft. whose merchandise is considered 05/25/89 1502n/2299/00 -5- 89-340174 "Fine Furnishing" as the term is generally defined in the industry. The Participant shall limit tenants that may be considered "Discount" or selling discount merchandise, as generally defined in the industry, to occupying no more than one of the spaces greater than 7500 sq. ft. In the event the participant cannot meet the above standards, the Agency may at its discretion, waive or modify the standards. Prior to the Agency making such a determination, the Participant shall submit documentation as to the efforts made to meet the required standards and justification for the proposed modifications. The Agency' s waiver or modification to the required standards shall not be unreasonably withheld. Agency shall have the reasonable right to approve the uses and tenants based upon standards and criteria set forth in condition #9 of AC 88-8. Agency shall, however, have the right to approve uses which are not in strict conformance with condition #9 if, upon due consideration of the then existing economic and other circumstances, a change or deviation is deemed to be reasonably warranted. Agency' s approval of the tenants and uses shall not be unreasonably withheld and any tenant or use shall be deemed to have been approved if Agency fails to respond to Owner' s request within fifteen ( 15) working days after submission. The Participant 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, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant 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 Participant 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 05/25/89 1502n/2299/00 -6- • 09-340174 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 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. " 05/25/89 1502n/2299/00 -7- • 069-340174 Except for covenants against discrimination or segregation, which shall continue in effect in perpetuity, the covenants set forth in this Section 301 shall remain in effect until the termination date of the Redevelopment Plan. B. [ §302 ] Agency Approval of Uses The Participant shall submit a list of proposed tenants to the Agency for approval. This list of tenants shall be in writing and the Agency shall have thirty (30) days to approve or disapprove said tenants. The approval or disapproval shall be in written form by the Agency. If the Agency fails to send written approval or disapproval to Participant within thirty (30) days, the Participant can assume approval ofthe proposed tenant. If the Participant fails to obtain tenant approval from the Agency, then Participant shall refund to the Agency the entire amount of Agency reimbursement paid to the Participant pursuant to Section 202 and shall forfeit the right to receive any future reimbursement payments. C. [ §303 ] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof which is owned or controlled by the Participant and the Participant' s tenants, 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. Any such entry shall be made only after reasonable notice to Participant, and Agency shall indemnify and hold Participant harmless from any costs, claims, damages or liabilities pertaining to any entry. This Section 303 shall not be deemed to diminish any rights the Agency, the City, or any other public agencies may have without reference to this Section 303 . D. [ §304] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, 05/25/89 1502n/2299/00 -8- 1-340174 if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. After issuance of a Certificate of Completion for all grading and improvements to be completed by the Participant pursuant to this Agreement, all of the terms, covenants, agreements and conditions set forth in this Agreement relating to the Site shall cease and terminate as to that portion of the Site for which the Certificate of Completion is issued, excepting only the provisions listed below which shall survive as follows: (a) Sections 301, 302, 303 and 304 relating to Uses, Maintenance and Access. (b) Section 203 (relating to indemnification and insurance) shall remain in effect in accordance with the terms and conditions set forth therein. (c) Sections 500 to 510 (relating to rights and remedies) shall remain in effect to the extent necessary to enforce other provisions of this Agreement. IV. [ §400] GENERAL PROVISIONS A. [ §4011 Notices, Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Participant shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency or Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 401 . Any written notice, demand or communication shall be deemed received immediately if delivered by hand or if delivered by registered or certified mail return receipt requested. B. [ §4021 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 05/25/89 1502n/2299/00 -9- 89-340174 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. The Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. C. [ §403 ] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement and the Attachments hereto shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure permits, necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other 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 Agency which shall not excuse performance by the Agency) ; failure by owner, after due diligence, to secure construction financing; 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 of the commencement of the cause, if 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 Participant. D. [ §404] Nonliability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Participant, 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 Participant or its successors, or on any obligations under the terms of this Agreement. 05/25/89 1502n/2299/00 -10- 89-340174 V. [ §500 ] DEFAULTS AND REMEDIES A. [ §501 ] Defaults -- General Subject to the extensions of time set forth in Section 403, failure or delay by either party to perform any term or provision of this Agreement constitute a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, as well as other persons or entities entitled to notice hereunder, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice or, provided that the party is proceeding with diligence to cure, such greater time as may be necessary to cure given the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. [ §502 ] Legal Actions 1 . [ §503 ] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either 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 . [ §504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 . [ §505 ] Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. 05/25/89 1502n/2299/00 -11- 89-340174 In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon the general partner of the Participant and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [ §506] 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 either 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. [ §507 ] 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. [ §508 ] Remedies and Rights of Termination 1 . [ §509 ] Damages. If either 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 or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein) , the defaulting party shall be liable to the other party for any damages caused by such default. 2 . [ §510] Specific Performance I£ either 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 by the defaulting party within thirty (30) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, the non-defaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. 05/25/89 1502n/2299/00 -12- • • 89-340174 VI . [ §600] SPECIAL PROVISIONS A. [ §601 ] Successors In Interest The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties . B. [ §602 ] Amendments to this Agreement The Participant and the Agency agree to mutually consider reasonable requests for amendments to this Agreement provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. VII . [ §700] ENTIRE AGREEMENT This Agreement may be signed in counter-parts, and is executed in five (5) duplicate originals, each of which is deemed to be an original . This Agreement includes pages 1 through 15 and Attachments 1 through 6, 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. 05/25/89 1502n/2299/00 -13- • • 89-340174 IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below_ June 20 19 89 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic By: c Chairman Kenneth E. Friess "AGENCY" ATTEST: cretary Mary Ann Hanover APPROVED AS �TO FORM: J Stradling, Yocca, Cairlson & Rauth, Special Counsel to the Agency Agency Counsel DEERING I ES MENT C a Califor e r nership By: Charles Johnson Its: Genera Partner By: � /f ;0 T Leonard A. MWeTs Its: General Partner "PARTICIPANT" 05/25/89 15O2n/2299/OO -14- - 89-340174 CORPORATE ACKNOWLEDGMENT NO.202 State of California On this the 20th day of June 199--8 ,before me, SS. County of Orange Mary Ann Hanover the undersigned Notary Public, personally appeared Kenneth E. Friess a personally known tome ❑ proved to me on the basis of satisfactory evidence to be the person06)who executed the within instrument as OFFICIAL SFAr, Chairman Cron behalf of the corporation therein MARY ANN HANOVER named,and acknowledged to me that the corporation executed it. NOTARY PUBLIC- CALIFORNIA 9 P ORANGECUUiTY WITNESS my hand and official seal. My cemie, expires JUN 26, 1992 Notary's Slgna e 7120122 NATIONAL NOTARY ASSOCIATION • 23012 Ventura Blvd. • P.O.Box 4625 • Woodland HiII;CA 91365-4625 CORPORATE ACKNOWLEDGMENT NO.202 State of California On this the 21st day of June 1989 , before me, SS. County of Orange Cheryl A. Johnson the undersigned Notary Public, personally appeared Mary Ann Hanover OFFICIAL SEAL Crd personally known to me CHERYL A JOHN50N ❑ proved to me on the basis of satisfactory evidence NOTARY PUBLIC-CALIFORNIA to be the person(s*who executed the within instrument as ORANGE COUNTY Agency Secretary or on behalf of the corporation therein MY comm. expires NOM 11, 1969. P named,and acknowledged to me that the corporation executed it. WIT SS my hand and official seal. Notary's SignAfure MID 122 NATIONAL NOTARY ASSOCIATION • 23012 Ventura Blvd. • PO.Box 4625 0 Woodland Hills,CA 91365-4625 89-340174 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On May q1, 1QPQ before me, the undersigned, a Notary Public in and for said State, personally appeared � r . ers 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 general partner of DEERING INVESTMENT CO. , a California general partnership, that executed the within instrument. WITNESS my hand and official seal . (SEAL) ° ,,, OFFICIAL SEAL ALFXo%N]DEFP.V,'HGS9ATH LOS PACiLI $':&J:.%rr i u.'"J,� �H CGnm,Ettp.P9ay.9,1992 89-340!74 - U .y y TMIRAl10M yt y7 wr.�.. •..w •.1 r»wr» r.. �..•.�,��o� ��lullllulllllllllll IIIIRe n � � i � I i ww r ww 3 � lillllllllilllilllllllli IIIIIIII ��' � .�wW�,w„„ �' E! ..www.. om.PLAN ww r« r. �l.I . O \\M.M YY��•rY.. ..�Y..yIY� :YYI A•r�., ' YYYV\.�� •\ti .IY.Y...Y. (^(� 4 JO 49 MAL r,.. 1178 c 1, -44 • �\. �� ....... mow. I_ J-_. 1I 1_4t __ _ 1� 1 "Yr M 1 N44 . NYIi 310 '•.?•''R$ to ad ♦ rs Y✓/ 4Z ...... . I.W'M YW.I WiNI.. r Ivtnsvl • �� !��.... ' v ♦J py +NZ. , �� ~ J!a .ter\\\ �:� �\.;�r\.i � •m. � �� '�.r� i � v 9R1'- Y ,� H � � 1 rp yv✓"� p� co 'OJ n co 89-340174 ATTACHMENT NO. 2 THOSE PORTIONS 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 SAID ORANGE COUNTY. PARCEL 1 : BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED MAY 5, 1957 IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING IN THE SOUTHWESTERLY LINE OF SAID LOT, DISTANCE NORTH 41 DEG. 37' 00" WEST 718. 42 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT, AND RUNNING THENCE SOUTH 41 DEG. 37 ' 00" EAST, ALONG SAID SOUTHWESTERLY LINE, TO THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED MAY 14, 1970 IN BOOK 9289, PAGE 381 OF OFFICIAL RECORDS, SAID POINT BEING IN THE WESTERLY LINE OF THE SAN DIEGO FREEWAY; THENCE NORTH 24 DEG. 26' 12" EAST, ALONG SAID WESTERLY LINE, TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN PARCEL 2 IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED APRIL 28, 1969 IN BOOK 8940, PAGE 460 OF OFFICIAL RECORDS; THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID PARCEL 2 AND ALONG THE EASTERLY LINE 0£ PARCEL 1 IN SAID DEED, TO THE NORTH LINE OF THE LAND DESCRIBED IN SAID DEED RECORDED IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS; THENCE NORTH 89 DEC. 03 ' 00" WEST, ALONG SAID NORTH LINE, TO THE NORTHWEST CORNER OF SAID LAND; THENCE SOUTH 39 DEG. 57 ' 00" WEST, ALONG THE WESTERLY LINE OF SAID LAND, AND ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN PARCEL 1 IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED JUNE 29, 1966 IN BOOK 7974, PAGE 491 OF OFFICIAL RECORDS, 421. 99 FEET TO AN ANGLE POINT IN THE WESTERLY LINE OF SAID PARCEL 1; THENCE SOUTH 40 DEG. 26' 00" WEST, ALONG SAID WESTERLY LINE AND ALONG THE WESTERLY LINE OF SAID LAND DESCRIBED IN SAID DEED RECORDED IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS, 253 . 90 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM A PORTION OF SAID LAND ALL MINERALS, OILS, GASES AND OTHER HYDROCARBON BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PORTIONS OF SAID LAND HEREINABOVE DESCRIBED WITHOUT. HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE OR THE UPPER 100 FEET OR THROUGH THE SURFACE THEREOF, AS EXCEPTED IN INSTRUMENTS RECORDED IN BOOK 8831, PAGE 196, BOOK 8940, PAGE 460, AND BOOK 9289, PAGE 381, ALL OF OFFICIAL RECORDS. PARCEL 2 AN EASEMENT FOR INGRESS AND EGRESS OVER THE SOUTHWESTERLY 35 . 00 FEET OF 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 SAID ORANGE COUNTY, LYING SOUTHEASTERLY OF THE EASTERLY PROLONGATION OF AVENIDA GOLONDRINA AND NORTHWESTERLY OF PARCEL 1 HEREINBEFORE DESCRIBED. 04/28/89 1502n/2299/00 ATTACHMENT NO. 2 89-340174 ATTACHMENT NO. 3 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Deering Investment Co. ) 32136 Miguelito Road ) San Juan Capistrano, CA ) 92675 ) ( Space above for recorder) CERTIFICATE OF COMPLETION WHEREAS, the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic, sometimes hereinafter referred to as "Agency" and Deering Investment Co. (Participant) entered into an Owner Participation Agreement (Agreement) on , which was recorded on as Document No. of the Official Records of the County Recorder of the County of Orange, California; WHEREAS, as referenced in said Agreement, the Agency shall furnish the Participant with a Certificate of Completion upon the 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 Participant of the construction and development required by the Agreement and of the Participant' 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 Participant in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. As provided in this 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. 04/28/89 15O2n/2299/O0 ATTACHMENT NO. 3 89-340174 2 . Except as otherwise expressly provided in this Certificate of Complation, 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 Certificate of Completion this day of 1989. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Executive Director 04/28/89 ATTACHMENT NO. 3 1502n/2299/00 -2- 89=340174 Attachment N0.4 Scope of Development Deering Investment Company The development of this property is deemed, for the purposes of land use entitlements, as one with the development covered by the Owner Participation Agreement between the Agency and Paseo Capistrano Ltd. Partnership. Both received joint approval as a single project by the City of San Juan Capistrano as AC 88-8. Both shall receive common building permits by the City of San Juan Capistrano. All improvements shall be pursuant to the plans and conditions as set forth in AC 88-8. Private Improvements Development in conjunction with Paseo Capistrano Ltd. Partnership of an 87,148 square foot Home Design Center of which the following is to be owned and developed by the Participant. 1. 44,563 square foot of retail space. 2. Joint on-site circulation with the development by Paseo Capistrano Ltd. Partnership. 3. 181 standard parking spaces to be divided with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). 4. Landscaping in conjunction with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). 5. Special paving in conjunction with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). Public Improvements The Participant shall financially participate in the following public improvements, except as noted in this Agreement. 1. Ortega Highway widening from Del Obispo Street to the I-5 ramps. 2. Del Obispo Street widening at Trabuco Creek. 3. Traffic signals at Avenida Padre/Camino Capistrano, Del Obispo Street/Plaza Street, Del Obispo Street/Forster Lane, and Camino Capistrano/Avenida Golondrina. 4. Street improvements on Avenida Golondrina and at the intersection of Avenida Golondrina and Camino Capistrano. 5. Del Obispo Street pedestrian bridge at Trabuco Creek. * 0 89=340174 Common Improvements The Participant shall financially participate in the following common improvements pursuant to the agreement signed among Stroscher Properties, Seaside Ranchos, Paseo Capistrano Ltd. Partnership and the Participant, included as Attachment No.6 1. Street improvements to Main Entry Street including entry driveway, sidewalks, median islands, and landscaping. 2 Street improvements to Del Obispo Street along the frontage of the site including the deceleration lane to the Main Entry Street and a traffic signal at the intersection of Del Obispo Street and the Main Entry Street. 3. Relocation of existing street lights on Del Obispo Street that conflict with the Site Plan design along the frontage of the site which includes the deceleration lane to the Main Entry Street. 4. A mainline storm drain collecting the run-off from the properties of Area A. 5. Mainline underground electrical, gas, telephone, and water utilities serving the properties of Area A. 6. Common mainline sewers serving the properties of Area A. CW:ljp C4-89-09 • • 89=340174 ArrACE30M NO. 5 Ar�tax.pIr 1+I��R>��*rCF B "= Approval of Owner Participation Agreement(OPA) Submittal of Reciprocal Easement Agreement(REA) 30 Days after approval of OPA Submittal of Surety Agreement 30 Days after approval of OPA Issuance of Grading Permit 30 days after submittal of REA and Surety Agreement Commence Grading 30 days after issuance of Grading Permit Issuance of Building Permits 60 days after issuance of Grading Permit Completion of grading and laying foundations 120 days after issuance of Grading Permit Completion of public improvements Prior to Issuance of certificate of occupancy Completion of Construction: Issuance of Certificate of Occupancy 18 months after commencement of grading Submittal of expenditure verification 60 days after Issuance of Certificate of Occupancy Reimbursement by Agency 60 days after submittal of expenditure verification ATPACBMENT NO. 6 , 89 -340174 MEMORANDUM OF UNDERSTANDING The undersigned representatives of the property owners of the Redevelopment Area of the City of San Juan Capistrano known as Area A do hereby- agree to the following sharing of costs of the various common infrastructure improvements needed to service their properties, including Plaza Street, Storm Drains, Water and Utilities, and Sewers. 1. The costs shall include the actual costs to Stroscher Properties to design, finance and construct the various improvements estimated to be $1,182,761, including land. The San Juan Capistrano Community Redevelopment Agency shall pay $100,000 of this cost. 2. The portion of costs to be paid by each property owner shall be: Stroscher Properties 31% Seaside Ranchos 18% Deering Investment Company 28% Paseo Capistrano Limited Partnership 23% 3. The value of the land used for Plaza Street will be added to the costs when determining the total cost of the improvements. Stroscher Properties and Seaside Ranchos shall receive a credit against their respective shares for the value of their land used. This document represents the understanding of the various parties concerning the allocation of costs. This Memorandum of Understanding shall be incorporated in a separate agreement negotiated among the property owners and approved by the San Juan Capistrano Community Redevelopment Agency. DATE: ��S F 9 There er Stroscher Properties DATE: /J —TYT' Robert Do ley Seaside Ranchos DATE: Charles Johnson Deering Investm Company DATE: I f B Shirley Yu Paseo Capistrano Limited Partnership GRZ/MOA :LT T:-; V co RICORbING XWESTED BY AND WHEN RECORDED mAILCD TOt STROSCRER PROPERTIES A SEP 11 ag c/o Rutan 6 Tucker 111me 41 P. O. SOX 19110 Costs mesa, CA 92628-1980 httnt Katy M. Green, Esq. 4 (Space hrove For scot era Use) TUS AGAUKENT SETMElN OWNERS or LM (tho -49ree"nt-) as is mad* as of this '?& f "JA�f lose, by and t. am" STROSMU P&O""res! : CFKLLfGrn&aral partnership, formerly known as Stroschoin Properties (ftftrosehar"), S2ASZVZ RAMCVOSr a California corporation ("Seaside") DZEKING IN792TRM COMPANY, a partnership (*DsatiIk9*)P And PAUD CAPrSTRAM0 LTD. PAMRMtP, a California limited partbarship thereinafter referred to as "PCLP"). Stroscher, 5446164, peering And PCLP are sometimes individually referred to boteLft as the *Owner" and collectively referred to as the OAVIVS A Owners.* aSffLIaLlit A. Stroschet 4004 now own fee title to that certain foal ?r0PQTt7 located in the City Of San Juan Capistrano (the Yi *City )d COUOtv ole State attached more particu- I*rly doscrLb�4 in Exhibit OA" attached hereto and 0&6* A pact hereof (the "Stroscher Property%). a. Seaside does now own fee title to that certain real property located adjacent to the Stroscher Property in the County of Orange, State of California, more particularly described In rzhfkj� mm* attached hereto and mad* a part hsslef (the "I/aside C. Dealing 6005 80V Own fee title to that certain real property located adjacent to the Stroscher Property And the seaside property in the County of Orange, state • of California, more particularly described in hibix 0800 S part hereof (the wVQarIftg Pti� !! Fig attached b0f9tc 856 i. D. VC&P do" now own 906 title to that certain real IPtqwttl located adjacent to the posting Property in the County of Orange, state of California, more particularly 2 described in emPAN" ""' attached hereto and made & port bereor (tm vcxa operty.). all X. the Stroseher Pro the Seaside Property, the trrtyp peering Propatty and 0 PCLP property (sometimes Indivdually referred to herein an *parcel, and sometimes collectively referred to herein as the "Project" or as the R il "Owners' Parcels") emstituts all Of the coal property within Its the Project Area Commonly known as -Area A.- P. As a condition to the approval of the development X of the improvement by Stroscher of the Stroscher Property for 4 retail and tommarcial purposes, the City planning Commission gg.1 Of the City Of San Juan Capistrano has required pursuant to t 9/427/055373-0005/06 7/28/89 �V" a r_LT . : its PC Rpolution No. e7-7-14-3 that $troschat enter into a bs t*ciprol access and parking agreement with the other Area A Ownerso and construct certain street improvements to that certain dedicated public right-cfway for pal Obispo street, w and certain other oft-site improvements, the costs of which are to be shared by all of the Area A Owners on a pro rate basis. G. The Area A Owners now desire to grant and establish certain easements within the Project for pedestrian and vehicular ingress, egress and parking, for private street purposes, for utility purposes (including *term drains and *ewe systsm*) and for the construction of the private street hereinafter referred to as "Paseo Capistrano" and the ?u� - installation of the utilities, including the storm drain and 7z: **11109 systems, servicing the building improvements constructed or to be constructed Upon each of tht Area A Ownsr'a respective Parcels. Each Arta A Owner further 4Nwaires to pay to Stretcher its respective pro rat* share of the costs of constructing and/or installing such improvements - is the manner hereinafter provided. �� . .. NOM, TREREPOR6. in consideration of the above Recitals sad the mutual covenants contained below, the Arts A Owners hereby agree as lollowas ARTICLE I 1.2 Grant of Iteei2r Acge s �yenen a. Each of e Arsa A Owners ter itself s th - �, '* its respective heirs, successors and assigns, does hereby establish and grant non-exclusive reciprocal easements over sad aetoss these portions of its respective Parcel from time to time improved and maintained as driveways, traffic aisles, drive aprons, entrances, exits, and motor vehicle parking . areas, sidewalk* and pedestrian pathways (but not the "Truck Alleys! as hereinafter defined), for the use and benefit in cameos with all of the Area A Owners and their respective ,\v- - heirs, successors, assigns, agents, employees, tenants, j'- subtoessts, castamers, licensees, Concessionaires and - isvitass (the "Permittees"), fors (i) pedestrian and vshicu- lar access, Seeress, egress and travel purposes so as to e . p9amete the Esse flet of vehicular and pedestrian traffic between and among each of the OwnersParcels, the dedicated pablic rights-of-may o htsro -ea adjacent to the Project and "Paste *4 Cap " (as hereinafter d*fined)f and (if) the parking of . : motor Vehicles within the parking areas from ties to ties LWOW" and maintained for such use within the Project as provided in this Agreement (the "Reciprocal Access and tki09 E6810111ents"). That portion of the Project sub at to the Reoiprecal Access and Parking Easements shall be grsin- E - after referred to as the "Parking Lot." The Parking Lot shall be improved and maintained in the manner required by Paragraph 2.e below. Stretcher and and Ssaaide, for t elves and their respective heats, suee"Sors and assigns, do hereby establish and grant a non- asclusi" easement for private street purposes over and across those portions of their respective parcels located within that certain real pr rty legally described in the attached EEbi, it "_" atm depleted as the cross-hatched area on the site plan attached hereto as Erhthtt "f" and made a Part hereof (the 'Site Plan"), and hereinarter referred to as R " -2- " � aeMbM'�+K7NW.:roFba: +.,:..,5'... }=rEwEwMsatwr.rrr, iaWrasmrrlJ_ icJ •�,l yE ' "Passe Capistrano",own let the use and benefit in cannon with ^all of the Are* A Owners and their respective Per&ittess (the •PeacOCapistrano sase&ent"). Paseo Capistrano shall be �s�reved and maintained in the manner required by Artiele 11 ; 1.3 ('rant Of_Truck AliBasemtIILl. Stroiehet and Doeting, for themselves and the t`res�pectt ve heirs, succee• .. r sore and assigns, do hereby establish and grant non-exclusive essemant* over and *etas% that Portion of their respective reels within that certain real peoperty 1lgaily described Pergola+'^ in the attached Cxhibit "d" and mad! a part hereof and ry`rx- hereinafter referred to as the "East Truck Ailey" for the use and benefit of the Area A snare and twit respective heirs, suece*sors# assigns, agents, employees, tenants, subtenants and eonoessionaires, for the access, ingrese and "Toss of delivery sed service trucks and vehicle and temporary ` 'f parting of these delivery and service trucks and vehicles t delivering goods and materials to the building Iaprovements abutting the Bast Truck Alley (the "test Truck Alley Y Easement•). Deering,, PCLP and Seaside, for themselves and their respective heirs, successors and assigns, do hereby establish and grant non-exclusive easements over and actor that portion of their respective Parcels within that eortaie s : real property legally described in the attached EEhlhit__H= and hereinafter referred to as the "Neat Truck Alley" of-the Yee and banal It of the Area A Ownar* and their respective heirs, avecessors, assigns. agents# employees, ten*nta# ?" subtanants and concetslon*irea, for the access, Ingress and egress of delivery and service trucks and vehicles and tlaperory parking of these delivery and service trucks and sehiielee delivering goods and materials to the building Is is abutting the Nest Truck Alley (the "Neat Truck M AIts ay 6asownt•). The Bast Truck Allay and the Nest Truck Alley *hail be collectively referred to heroin as the "Truck A11eyt.• The Seat Truck r1lay Eessment sad the Nest Truck r Alloy assament shall be collectively referred to herein as s= the 01enek Ailey Easements." Each of the Truck Alleys shall ''. be,isgreeed in the manner requited by Paragraph 2.9, and used oaf in the sooner permitted by Paragraph 7.2 below. 'y 1,4 Qiaet of storm b1l18 euaemsne. Each of the r,. "Area A Owners. for itself, and its respective heirs, SUOC*s sets and assigns, does hereby establish and grant a non- eaeleaive assement under# over and across that portion of Its s r<- tsspeet&we parcel within that certain real property twenty 439) feet is width, the centerline of which is legally ,.< described is ' - •. attached hereto and made a part betaef# and coed on & bi! •ice , attached hereto and yM r. , mode a part hereof, and hereinafter referred to as the "Stork y, " orals Sasament Area", for stars drain purposes, including, but Met limited to, the ration, maintenance, modification# rspsit or teplseeaeat of storm drain pipes, catch basins, awbciM# and other underground facilities which shall tie , +' late and/or connect with the storm drain facilities On that .W.. Certals real Property adjacent to the Project Currently Owned by the Department of Tranaporlation of the Skate of Cal ilernia (•Cm3 Traps•), for the nae and benefit in comMon With each of the Area A Owners and their respective beirs, successors and assigns. with the exception of manhole ' ' covers* gutter• and catch basins, all such stars drain " facilities shall be located underground and beneath the surface of the $term Drain rassment ASN, ' " 1.5 C_sQi of pgr Eja�IIt, Each of the Area A Owners, for itself, arta tea respective heirs, successors and :, � &*Signs, does hereby establish and grant a non-exclusive TI' �M... .MYtI c«+,+• .,..... .yeMOMw/4SNIaV.Y�'cX'aty,�t'Apal.�'.t�.w•11/WIIM1re r k 89-482529 easeAent under, ever, and across that portion of its respee- tive Pates% within that certain Teal property twenty (24) feet in width, the centerline of which is legally deseribcd in •• ", attached hereto and made a part hereof, and dap ct�ed o'n—iAhait "J-20, attached hereto and made a part hereof, and hereinafter referred to as the -Sewer tasement Area" tot sewer line purposes, including# but not limited to, the operation, maintenance, modificationo repair or replacement of a sewer line, manhole covers and other underground facilities, as may be reasonably necessaty to ppreside sewer service to the improvements within the Project, leer the use and benefit in common with the Area A Owners and their respective successors and assigns. With the exception of manhole .00vers, all such sever facilities shall be located underground and beneath the Outface of the Saver Easement Arse, 3.6 Qrrnt of nty ilitRaaament. Stroscher and Seaside, for themselves and their respective heirs, succes- sors and assigns, do hereby establish and grant a non- esclealve Nsameat under, over and across PAseo Capistrano for the operation, maintenance, modification, repair or replacement of underground electric, telephone, cable television, vatet, gas to serve the building improvements located within the Projeet, together with all lateral and/or eoanecting utility systems, structures and lines for the saes, fat the use and benefit In Common with the Area A «v Owners and their respective heirs• successors and assigns. . with the exception of manhole covers, all such utilities shall be located underground and beneath the surface of Paseo Capistrano, 1.7of 2=22rAry Constguallon RASMat. Seaside, Oeerinq and PCLP. for themselves and their respective heirs, successors and assigns, do hereby grant to Stroscher, and its heirs, successors and assigns, agents, ..employees and contractors temporary construction easements J .for the construction and installation of the private street ispeowsments and utilities within Paseo Capistrano, the stars drain, catch basins, and other facilities within the Storm s Drais Easement Area, the sewer line and other facilities v. within the Slaver EAsement Arear and the other Improvements Sas hereinafter defined) over and across those portions of X r their respective Parcels adjacent thereto whit:+ are vs reasonably required for the construction of the same. i ? ARTICLE 11 2.1fi� es of rnerewamests. The taro "`•a: ^' •Iaprevementr is used herein shall mean the private street Improvements and utilities within Paseo Capistrano, the storm drain. catch basins, manhole covers, and the sewer line and <5, other facilities required to provide saver services to the Project, the off-slte street improvements at the intersection of Fe"o Capistrano and the dedicated public right-of-way for Dal Obis Includingwithout limitation rad! utters and drOLA"e, traic signal, lightstandards# gutters sidewalks, landscaping and the asphalt paving and those portions of the old Mission Orchard wail which shall remain within the landscape median strips within Paseo Capistrano. o , 2.2 Ons 9p and Cone ser. on _ 22 rmerewements. . :; Stroseher shall cause the Improvements to be constructed in i ;-fo, - accordance with the Site Plan and working drawings and GCT-1'?-1yF5 11zy FROP r � �T F'ANAFH>; �0 -- M - TJAsk �G�ia9�O F +r+ U►IMc�..�ar"t x.wrww.d�MN1eMdMMe'MC! OHM , specification tot the Improvements Currently on file with the City of San Juan Capistrano and any other plans and specifications for the Improvements hereinafter prepared by ah architaot or Civil engineer duly licensed in the State of California. so an to provide (a) two-way ingress and egress between the dedicated public right-of-way for Del Obispo Str' %ateltocated onuck thealloySeasidenprophose portion@ Of erty he strosChereProperty and the Deering Property, and (b) storm drain and sewer service to the building improvements within the Project. The design and construction Of the Improvements shall be perform" in • good and workmanlike manner and in compliance with all applicable governmental rules, regulations, laws and h orders, once such construction has commenced, it shall be , diligently prosecuted to lien-tree completion, 2.1 Coma ACUon Costs. All costs required to complete the construction of the Improvements shall be Paid by stroseher, subject, however, to the rioct of Stroseher to ':.. COCOA" CCatiibutLon* by the other Area A Owners !n Accor- donce with their respective pro rata share of the "Construe- tion Coets• as hereinafter defined. The pro rata share Of the Construction Costs to be paid by each Area A Owner, respectively, shall be *6 f011Owat F Stretcher - fit seaside - IH a>° Deering - 2N PMP - 221 )notwithstanding the foregoing. Sttoscher and $easide shall .,� receive a credit against the pro rats Portion of the Con- *traction Cwt* to be paid by each of them, respectively, for +: the wai of that portion of their respective Pareels within Paseo Capistrano and subject to tb* Paseo Capistrano Easement in the following sums! ;A ,1Strosches - !306.260.00 ;, 3esside - S20e,a5d.00 Deering, seaside and PCLP• respectively, shall Oath pay to strosaber an amount equal to their respective pro rata abate Of the "Construction Costs", which are currently ' estimated to be in the sum Of ON$ MILLION EI69TY-TWO TROOSAND SEVEN 1lDRD M SIXTY-OU DOLLARS (31,oe2,761.00)0 on or prior Vto the data Ithe -p+ym*nt Dat*") which is the first to occur {, of 11) the date a construction loan records against such owner's Parcel, the Proceeds of which or* to be toed for the eoa*trmctioa of certain improvements to its Parcel or (11) v. the date grading permits are issued, for the grading of the z land of such Owner's Parcel by the City of San Juan " .. CCa�ppistrano or (iii) the date six (6) months from the date of this Agreement. Within twenty (20) days of the completion of coa*truetion of the Improvements and the issuance by the City � of Wan Juan, Capistrano of One (1) Or more Certificates of Completion for the imptovesentS, Stroeeher shall deliver to each of the other Area A Owners (a)Pan accounting of the Y. actual Construction Costs incurred by stroscher and the pro .'' rata antant of the Construction Costs to be paid by each of tms Arca A owners hereunder, together with reasonably ampportive evidence of the same, and (b) an affidavit of z Stroether's general contractor verifying that all bills for labor and materials have been paid in full and -<' waceaditionally waiving all of said contractor's lien rights. The steps deserlbed in (a) and (b) of the immediately [ k CCT-f9-198 Yt: J FF.'i h1 CLT F'AI lgFAi,,-,- T J Y preoedinq sentence shall hereinafter be referred to as the r" "Accounting". In the event the actual Construction Costs exceed those paid. it any, on ah estimated basis, each of the Area A Owners shall pay to Stroscher its pro rata share of such excess within ten (10) days Of its teceipt of the Accounting. 10 the event the actual Construction Costs are lees than those estimated, within tan 110) days of the delivery of the accounting. Strotaher shall reimburse each of the other Area A Owners their pro rata share Of such excess payment to the extent they have paid the same. Notwithstanidng anything to the contrary contained herein each Area A Owner shall pay to Stroscher its pro rata share of the actual Construction Costs as evidenced by the Aceounti" no later than the Payment Date. If any sums are actually owed to Seaside by reason Of the amount of the credit (which credit Seaside is entitled to receive pursuant ;gy to this paragraph) exceeding the amount of the pro rata share Of Construction Costs to be paid by Seaside, as provided berein, Stroscher shall reimburse Seaside such sumer within -r twenty 420) days of the final reconciliation of the actual Construction Costs to be paid by each of the Area A Owners hereunder as evidenced by the Accounting, and the receipt by Stroscher of the sums payable by all of the Other AM A Owners hereunder. w f niiirm a on ttucLenis^Etf, The !era "Construction Costs" as used herein shall mean (a) all ! ''• reasonable end necessary direct and indirect costs incurred by Stroscher for thedesign, grading# labor and materials "`•A axed in connection with the design, installation and 006struction of the Improvements (including, without liaitotion, engineering and architectural tees and building permit fees* construction loan interest and points and a s ft"Mosat fee and incidentals in an amount equal to eighteen percent (161) of the total Construction Costs) and right-of- nd,i way acquisition fees for Paseo Capistrano in a sum not to exceed PM WM03M mans TAOOSM ONS tttrND n 21=20 f•. ,; ,y{ 'y , DDLIARS ($511.116.00), which right-of, way acquisition fees shall be paid to Stroscher and Seaside In the form of the credits provided in paragraph 2,3 above) less (b) the sum of a,. ONS YOWx= TNOOSM DODW(S 1$100.000.00) which the City has agreed to pay to Stroscher pursuant to a separate agreement. v�y R ^'P - 2.5 Lite Claims. if ■ mechanic's lien claim shall at any time be filed against all or any portion or the project 1 arising out of or resulting from any work to be performed by or ndder any Area A owner, such Owner s)fa11o, within thirty `r .. .• 4301 days after the notice of the filing thereof, pap or bold such list as required to remove much lien from such real property- W . x. r 6)' 2.6 r•iettnen of Paden Canistueo. Stroscher shall maintain all the private street and main utility lmproveaeats within panne Capistrano, including without limitation the old Mission orchard wall located within the landscaped sadism, of Paseo Capistrano, but not any lateral lines, connections and/or Utility meters servicing less than all of the Percale of the Project, in a good, clean and safe condition and repast free of any debris. Any owner requiring that the main utliity, lines and coadults within Paseo Capistrano be .; repaired shall to notify stretcher in writing and, following - Stroscher's reasonable determination that the main utility -' lines within Paseo Capistrano, as opposed to any lateral line servicing any individual Parcel need to be repaired. Streseher shall, except in the case of an emergency which shall be repaired immediately# repair such utility Sines and i�- r -a- F'HP;PFH;: 2, '=i T72 _ ie c .. conduits as soon as is reasonably possible, but in no event +: later than forty-five (tS) days following its receipt of such notice from any owner. Notwithstanding anything to the contrary contained herein, Stroscher's obligation to make repairs to any utility lines shall be *►bject to, and only to the extent permitted by, the rules and regulations of any applicable public utility company, the City or other regula- gory or govetnms,ntal agency and in the event on easement is gsaated ea any public utility company for the maintenance and/or operation of any such utility facilities, Strbscher shall bi relieved of its obligations hereunder with respect to such facilities. Each owner shall maintain any lateral eoenections servicing the Improvement* on its Property in • manner to as to not interfere with and/or affect the epera- tion of the utilities within Paseo Capistrano and/or the availability of utility service to the other Parcels within the project. 217wies��nce saes. Seaside, PCLP and Dearing sof shall pay to Stroscher an amount equal to twenty-five C rct (23eir. ot the "Maintenance Costs" (as hereinafter defined) incurred by Stroacher to maintain the Improvements within Passe Capistrano. The term "Maintenance Costs" as sand herein *ball mean and refer to the following, : *!' (!) All premiums for Insurance on Paseo Capistrano to be procured by Seaside and atroscher under Paragrapb 2.11 below, and all costs to maintain, F.. , operatet manage• repair and replace the Improvements { from time to time located within Paean Capistrano, "}: r Including, but not limited to# to-sealing and resurfacing the asphalt Pavony, lighting costs, water costs# utility costs (including the replacement and repair of any main utility lines or conduits# but not , rY• any boats associated with repairing any lateral lines# meters or other facilities servicing less than all of d the parcels In the Project, which shall be maintained •ad repaired by the Owner of such Parcel in accordance vith the provisions of paragraph 2.6 above), landscap- a; y. 1 , gardening, sweeping and cleaning, management Leea .; and charge*, accounting charges, depreciation or rental z x . of equipment, if any, reasonable reserves to anticipate „•, capital mapenditnres and repair, and persosnel' uaed in such aperatiesi E k r. Y (It) All costs to supervise and administer the „ maintenance and repair of the Improvements within Paseo R Capistrano, including labor, payroll and taxes. Said Costs shall include such fees as may be paid to a third party in Connection with such supervision and $ administration and shall Include an annual fee to Stroscher to supervise and administer the same in an amount "**1 to fifteen percent (15t) of the tat" +a maintenance costs described in subparagraphs (I) and (iii) for the then current Calendar year attributable to Paas* Capistranbi (!it) Any utility charges, regulatory fees or ?$ other costs levied or assessed or Imposed by or at the direction of, or resulting from statutes or regulations promulgatedeyf any governmental e4piotralmand agency in connection with the use(Iv) All real property taxes and assessments allocable to Passo Capistrano. in the event Paseo Capistrano is not separately assessed and the taxes and fi assessments encumbering Paseo Capistrano also encumber { e k -7 OCT-_'?-1' E'er 1 ' : ' T F,- NNHFN;,��_i • f �r�icv-_i F. -- . real • property in addition to Paseo Capistrano. the ` portion of such tax assessment allocable to land rr (exclusive of any tax on improvements and/or personal property) snail be allocated to Paseo Capistrano on a per square feat basis. Stretcher shall estimate the total anticipated Maiht+- nonce Costs attributable to Paseo Capistrano each year# and advise the ether Area A Owners of the amount required to be paid by such Owners for such year no later than March 1 of each calendar year, except for 1989 which costs shall be estimated by stroscher by written notice to the other Area A owners on or prior to the delivery of the Accountingpur+uent to Paragraph 2.3 above. At any time following the delivery of the estlmate of the total anticipated Maintenance Costs attributable to Paseo Capistrano# Stroscher may revise such estimate by delivering vritten notice of the Same to each of the Area A Owners. tach of the other Area A Owners shall pay to $troaentr on a quarterly basis, in advance, coslMnCinq on LM date thirty (30) days following its receipt of such Written "%see, twenty-five percent (251) or the anticipated RoLnteaaaee Costs estimated for the than current Calendar Fear or such other current fiscal year as is established byp written notice by Stroscher to the other Area A Owners. If rr ; at any time Strescher shall revise the estimate Of the total n. Maintenance Costs attributable to Paseo Capistrano# each of '- the Area A Owners Shall pay to StroScher on or prior to the date their next quarterly installment is d a twenty-five t percent (25t) of the anticipated Maintenance Costs On revised . by Stroacber for the than current calendar year plus an d amount equal to the twenty-five percent (251) of the difference between the Maintenance Costs as initially estimated by Strescher and as revised. within sixty (50) do following the completion of each calendar year for such otbtr fiscal year as may be established by Stroacher), SMtoacher shall deli•,er to the other Area A owners an ice accounting of the ac.ual Maintenance Costs attributable to ( T Paseo Capistrano for the year period then ending, and the %W « , correepeedinq pro rata aceta of said Coats to be paid by each of the Ares A owners. In the event the actual Maintenance ^, Costs are less than the estimated Maintenance Cbsts, each of the Area A Owners shall receive a Credit against the Sums **? thenaq rutted to be paid by it for the tben current CIScal tT year in an amount equal to twenty-Live percent (2511 of such excess to the extent such sums were aetually paid. 20 she e ' +vast the actual Maintenance east* are greater than the estimated Maintenance Costs, each of the other Area A Owners shall pay to Strosaher an amount equal to twenty-Live percent (2St) of Such difference within ten (10) days following its �< receipt of such accounting. in the event of damage of destruction to any y. y Cf the Improvements located within Passe Capistrano. Strescher shall cause such dosage to be repsired at reeenstruct+d, provided the other Arg A OwnerS Shall each t� '.''c•"• ,A pay to Streacher twenty-five percent (25%) of all costs and etpsson required for the repair or restoration or the damaged T-provem+nt■ to the extent the insurance proceeds are •-`. . i eitber insufficient or unavailable to repair and/or reconstruct the same, 2.6 �pS,�yr,r�ioa an Maintenanea of par�,ind Lot. Tach of the Area A Owners, for itself and its respective ' ^ successors and assigns, shall cause that portion of the Parkin gq Lot on its respective Parcel to be Improved and maintained Se that there is a sufficient number of parking .• stalls OR its Parcel to meet the requirements for such Parcel imposeed bX the City of San Juan Capistrano as a condition to 9 9 development entitlement$ for such Parcel# provided, 11:-4 PPom _LT F. 10 'V, however, In no event *hall any Area A Owner telt' upon its use of any parking stalls on the Parcel of Any other Are& A Owner in order to satisfy the, requirements for its Parcel imposed by the City of San Juan Capistrano and/Or In determining the square footage of building improvements fat its pares%. The parking lot improvements upon each Parcel shell be Constructed In accordance with the Site Plan and plans and specifications for such work prepared by an architect at civil engineer duly licensed in the State of California. The design and construction at the parking lot improvements shall be performed In a good and workmanlike manner In empliance with all applicable governmental Eulast regulations, laws and orders* Men such construction has commenced, it shall be diligently prosecuted to lion-free completion. The Owner of aselk Poreel shall have the fight to remodel, alter, relocate, reconstruct and/or change the improvements, Including the petalrq lot Improvements in, on at under Its respective parcel. The Owner of each Parcel shall cause the afrovements to the Parking lot on Its Parcel to be muk ntaia*4 and repaired, at its Sol* cost and so, in a good& clean and safe condition and repair, fres of any debris. notwithstanding the foregoing, the Owner of *&an F Parcel shall cooperate with the Owners at the other Parcels So that ANDY Such maintenance and repair mark is rforW In a murder so as to present the Appearance of a unified effort and " as to not unreasonably interfere with, increase the Cast of, or render inefficient the maintenance and repair work performed by the owners of the other Parcel*. 2.9 4aftEtrustlaft Ana ngSIP Tgunk A12031. Btroseher and Dearing, for themselvesah their respective successors and assigns, shall each cause that portion of the Most Truck Alloy an Its respective Parcel to be improved and amintsined In accordance with the Site Plan and in a manner so as to provide two-way ingress and "coos to and from Passo Capistrano and the 1-4ding docks and other S*tvict entrances to the roar of the buildings abutting Sant Truck All A Deering, Seaside and PCI.Pr for themselves and tb:T; respective successors and assignee shall each cause that portion of the West Truck Alley an their respective Parcels to be improved and maintained In Accordance with the Sit* PLalk And, in a manner so as to provide two-way ingress and Agrees to and from Passe, Capistrano and the loading docks and Other service entrances to the roar of the buildings abutting J . the West Truck Alloy. The design and construction of each Trask Alley AMU be Performed in a good and workmanlike INKFAVOre, in compliance with all applicable goveriusentel, rules, regulatianst laws and orders. When each construction has A commancedd, It should be diligently prosecuted to lion free 11 gas SpletION. The test Truck Alloy shall not be relocated of Xv "V.A. radsoc" in site, without the prior written approval of StrodsMor and Deering and the West Truck Alloy Basement Shall act be relocated at reduced In $it* without the prior written approval Of PCLP, Seaside and posting, Any Owner desLrinq to 9110416t* &06/*r 20MflStffU0t that portion of a Truck Alloy an Its Parcel shall deliver to all of the Area A Owners ,bete &WtOW81 IN required to modify Such Truck Alloy a proposed VOVI"d Site plan illustrating the PtOPOS%d relocation and/or dift"IMS of Such Track Alloy as relocated and/or reconstruct" and any Improvements to be located therocn# and- the proposed plans and specifications for such Improvements propered by an architect of civil engineer duly licensed by the State of California. Within thirty (30) days of receipt of such site plea and plans and Specifications, each Of Such Area A Owners %Mesa approval is required toifiouca Truck dd Alloy shall approve or disapprove of the Came, h Sroval T WAY be withheld at such Owner's 401* discretion. n the 17 � �'L+bawst9iY'J, s_`•;as...v...v.avM.s..r�wwr...N.�ati"r.w+w...w.+.+....-fw�l event any such Amer should fail to approve m! any proposed plans within Said thirty (301 day period. !t will be deemed to have granted its approval. In the event of disapproval, such owner shall specify in writing to the Owner of the Parcel requesting such approval, the grounds for disapproval, if applicable, and the manner in which such plans may be modified so that the same shall be capable of approval. 2.10 Covenant Rik � of len arena Wall seaside covenants and agrees, for itseit and its successor* and assignsv for the benefit of each of the Area A Owners, and their respective heirs, successors and assigns, to cause that parties of its Parcel and the stroscher Property, if any, depicted on the Site Plan as the "Mission Orchard Nall Viewing Area" to be improved and maintained so as to provide ppsuWe: access and viewing of that portion of old Mission Orchard wall currently located within the Mission Orchard hall Viewing Area. Such Improves at and maintenance shall Include without limitation any work of rehabilitation required in order to preserve the structural and historical latprity at the old Mission Orchard wall. Any costs Associated with such improvement and Maintenance shall be tssid by ltaside and/or Its successors-la-Interest. The oregoicg covenants shall be enforceable as covenants running with the land and as equitable servitudes. t.11 jasaxiiM. Each of the Area A Owners with teapsat to that portion of a Truck Ailey, Parking Lot and Paseo Capistrano located on Its respective Parcel, if any, small maintain or cause to be Maintained, comprehensive public liability insurance issued in an amount not less than We Million Dollars ($1,000,000.00) combined single limit for bodily injury and property damage liability per occurrence. ppms written request, the insuring Owner shall provide the other Area A Owners wit?, a Certificate of Insurance evident- ' !nq the insurance coverage to be provided by such Owner. Said Certificate shall be addressed to such other Area A Owners and AhSX1 evidence that Said Owners are named as additional insureds under said policy) and such further provide that said policy shall not be terminated or amended <. without the insurer endorsing to provide at least thirty (30) days prior written notice to such other Area A Owners. said ' insurance sball contain a "severability of interest" endorse- ant, or the equivalent thereof, which shall Preclude the insurst from denying the claim of any insured because of the mpligest sate or emissions of the Owner of such Parcel, the ." Amer of the other Percale, any additional named insureds, or amt other potty in interest. The insurance shall be primary :g sed not contributing to or in excess of any insurance the Oemer of the other Parcels may carry. .y ARTICLE Itf >' nsz ar zASzrmm2s ing The easements established and granted here is snail be used in a manner so as to not unreasonably interfere with the use and enjoyment of the building improvements on any Parcel by the Owner thereof or its Permittees. The tight of any Owner and/or its Permittess to use any portion of the Parking Lot located on the Parcel .of Say other Owner shall commence upon the later to occur of " (1) the completion of the construction of the improvements to "such portion of the Parking Lot or (!I) completion by the Owner desiring to use such Parking Let of the improvements to that portion of the Parking Lot located on its Parcel. No �'1• .-di -30- 7�1 -T F' ml wall, barrieto building or other impediment shall be treated or maintained upon, any parcel which would hinder or Impede M the use of the Parking Lot provided herein by the Owners of the dominant tenements or their respective P*rmittt*&- No Owner Shall charge or permit to be charged any too for &COOS$ over and across any portion of the Parking Lot. The Owner Of each Parcel with respect to the Parking Tot on Its Parcel may enact from time to time any reasonable rules and regulations consistent with this Agreement pertaining to the use and operation Of Such parking &to&, and the other Area A Owners Shall comply with and use reasonable efforts to cause their respective Permittees to comply with such rules and regulations. In no event shall any owner and/or its Pormitt"a use that portion of the Parking Let located on the Parcel of any other Owner for the ingress, egress and OCOOO* and/or parking of delivery and service trucks and Rath Area A Owner shall cause its ffsPffati" #0007090 and 0the employees at any tenants, subtenants or other occupants of Its Parcel# to park their motor vehicles only on such owaor��& Parcel and If necessary Shall establish and designate from tips to time a portion of such Owner's Parcel at an employee parking area. .. .... Alj�?. The right of the Area A 3 lndjlo�ata respective rMUS, successors* assigns, OWnOVS* 4 agents, employees, subtenants and concessionaires to use the :y;-.;; Truck Alloys shall commence upon the date of this Agreemont* go wall* barrier, building or other impediment Shall be erected or maintained upon any Parcel which would hinder at Isipeft the use of either Truck Alley provided herein by the Owners of the dominant tenements and their respective heirs, successors, assigns, agents, employees, tenants, subtenants and Concessionaires for the purposes permitted hereunder. In no event shall delivery *&twice trucks and vehicles be permitted to park in either the test Truck Alley Of the West Truck Alley, oxcf,,pt for the purpose of loading and unloading and no such temporary parking shall preclude the ingress and agrees of delivery and/or service trucks to and from Paseo s. Capistrano and any building Improvements abutting such Truck Alley* All 3.3 01 & gj Eff CNaBILM. Each of the Area A Owners, for itself its parmittees shall cause Passe, Capistrano to be used In a manner so as to not unreasonably Interfere with the use and enjoyment Of the ease by any at the other Arta A Owners. The right of any Owner and/or its Permittees to use Pasta Capistrano shall commence upon the completion of construction of the private street and utility Improvements within Passe Capistrano and the Satisfaction by snob Owner of all of its obligations pursuant to Paragraph 23 above% No owner shall charge of permit to be charged any U; for &aaass over and across Pass* Capistrano. Each of the Area A Owners shall comply with the reasonable rules and regulations adopted by Stroscher with respect to the use and Operation of Pass* Capistrame including without limitation traffic control regulations governing speeds, Steps and pedestrian traffic and shall use reasonable efforts to Cause its respective Permittees to comply with the Sao*. Neither the parking of motor vehicles not the erection of any wall or barrier that would LOW* the free flow of vehicular and pedestrian traffic along Pas" Capistrano *hall be permitted. DCT-19-19=9 ,�x((11 --'S FRFM C�-T F'A"iHFk,ZS0 ,.uF.w4.yY.+i�MM�M11W.yly/YM11yMW.MY�YM+�WMy `4I Axr:CLL IV Nr C •LnSvwf! 1.1 �idh!1p.cure. In the event that an Area A Owner should fail to fully perform any of its obligation■ under this Agreement and should such failure continue for ten (10) business days or more in the case of a failure that ran be cured by the payment of money, or for thirty 130) days cr more in the case of any other failure, following written notice of such failure by any other Area A Owner, then any other Area A Owner, at its option, shall have the right, without prejudice, to any other rights or remedies to curs such default. In such event, the curing party shall be entitled, in addition to any and all remedies available at law or in equity, to recover from the defaulting party all costs me incurred to cure such default. Any such sum payable pursuant to this Paragraph shall be due and payable five (5) 4610 following receipt by the defaulting Owner of a written demand for such payment. netwithatondinc the foregoing, if ' the nature of such failure of performae a that cannot be cured by the payment of money is such that more than thirty (30) days are reasonably required for its cure in the exercise of due diligencet then the party failing to perform 3.i. . . its obligations hereunder shall not be in default if it .. . commences to cure such failure within said thirty 130) day pmriod and, thereafter, diligently prosecutes cure of such failure to completion.• 4.2 Creation of Lien a Pereen,l Lability. All a.. sag payable by any Owner hereunder, together with interest thereon at the rete specified below, costs of collection thereof, late charges provided herein, and reasonable attorneys' fees shall be a charge upon the Parcel of the Owner responsible for the payment thereof, and shall be A continuing lien, with power of sale, upon such Parcel. she lien sbell become effective upon the recordation of an Notice Of Claim of Lien in the manner hereinafter provided. All ruse payablf hereunder, together with such interest+, costs, Late charges and reasonable attorneys' tees shall also be the personal obligation of the Amer of the Parcel at the time wham the mums became due, and shall bind its heirs, devisees, r personal representatives, successors and ossignsn provided, bowever, that the personal obligation for such sums payable by such Ower shall not pass to its successors with respect to the Parcel encumbered by said lien, unless expressly asswe by them (it being understood, however, that the lien .y effected against a Parcel by recordation of a notice Of Claim Of Lien shall remain in full force and effect following any eom►ganm or transfer of said Parcel or a change in the ownership with respect to said Parcel. 4.2.1 Upon recordation of a Notice Of Claim Of Lien against a Parcel, such lien shall Constitute a lien on the fes estate in and to seid Parcel prior and superior to all other apnetary liens, except (1) all taxes, bonds and 4ese6aments and other levies which, by loop would be superior thereto, so* (ii) the lien or charge or any mortgage or deed at trust then of record made in good faith and for value, it beithepri�eytof any that, 1 respect shhall date from etheydatenof raeordation of the Notice Of Claim Of Lien. 4.2.2(a) If any such sum or any portion thereof I* not paid within thirty (10) days after its due date, it shall bear interest from the due date at the highest rate then permitted by lav under the circumstances and, in ti,. X12„ OCT-'O-1'��9 lic35 cRC['1 ,� , iFaae.dae'w..�aw.• ../� .,�/��I�� Addition !O all Other legal and equitable rights Of Or remedies. : F- the Owner of to such paywnt �°a7,iAt fOnallp�obligated tiont ito an action at law against th! party Pe h! delinquent sum. the accrued pay the saw to collect t Interest thereon• the _ate charge/ as provided herein• atterneys' feesg and other costae expense/ and damage/ (and each action map be brought without foreclosing Or waiving any lies securing such amount), or, upon compliance with the nptiae provisions set forth in Subparagraph Ib) below, said Owner map foreclose the lien against the parcel subject to such delinquent amount, and there Shall be added to the or any portion the � eldenwand Interest thereon. sailat charged all espessts, incladitp, but net limited to, lien fee$• filing attorneys, y �s luof id ihler costs, and resbieiudialp to delinquent sumala fpr*Closisq the lien. eeceheflisgtypderta its power of oSol*maa foreclose far subparagraph (c) below. r 1.2.2(b) so action /hall be brought to foreclose the lien, or to proceed under the power of sale until, at y , least thirty (20) daps atter • Notice Of Claim Of Lien, �Eu asacytad by the Owner entitled to enforce such lien, has been y to tosd, said notice setting forth the amount claimed (which r, include lnl*rest as provided for above, eapsntes Of :210, 104, including reasonable aelorntp/' fees and accrued let* payment *barges), a good and sufficient legal deaerip- tips OL the Pafeel against which the lien is to be recorded, the mass of the record Owner or reputed owner thereof, and *e the now and address of the Owner entitled to enforce such n lion as Claimant- A copy of said WACO O! Claim 0! Lien I% the United States mail, certified of /hall be deposited w LL, reelreran, with postage prepaid, addressed to the Owner of theto said lien. _lparcel subj" such ect haddress using the address of earn eeslygiven in writs 9 totheclaimant by such owner. ptevi- i(' 1.2.2(0) Any auch Sale provided for above shall bf conducted in accordance with the provisions Of station " .. • ' , 2l21 through 2921(h) of the Civil CO" of the state of k . r >.. California. tpplicabiS to the enerci/e Of powers of salt and msrt9agM and deeds of trust, or in any other manner per' :y ,,- " ( mitted or provided by law. The Owner entitled' to enforce k;. *call lien, through its duly authorised agent, shall have the o�qulre and hold,an t easehs s mortgage And convocel At the y the saait and to r� i4 1.242(d) upon the timely Curing of any default d• `', far which notice Of Claim Of a Lion under Subparagraph (b) o! this paragraph 1.2.2 was recorded, the owner entitled to 4MCOM such lien is hereby authorised to record an apppprrOpri� - app r*lsaN o! Such notice, upon pspment by the deiaultimq party of a reasonable fee to be determined by such Owner to ewer such release# the cost of preprol�9ap such O!h!lInterestCe�la. Interest .. esgetI -f wpayment ith the srasnei � (ineludinq, but na tons If to, onable attorys' fees) 1.2.2(e) The lien and the fight to foreclose and a sale bertunder shall be in addition to and Oct in substitu- tios of any ether rights and remedies which the Owner entitled to enforce such liens, and its successors and - ossigus, may have as a matter of law or pursuant to any other "comment. L'. .. . } . . -13- OCT-19--1989 11:40 FFLIV CLT PgIJ F;;_250 TO 6cr,=rte r�_i P, 15 '�R. ,.. t.w". . ...BRA'14wYY,✓rYw-.eWMIMn•..�+.!f..,..r.:v++F.+.,.*,�w.+ & •� � _ no breach of the proms 1. visionsof this Agreement shall entitle any Owner or any party to cancel. rescind er otherwise terminale this Agree- ment; but such limitation shall not affect, in any mannan! any other rights or remedies which any party may > • ',, ' hereunder by reason of any breach of the provisions of this Agreement. No breath of the provisions Of this h9reme annt shall defeat Or render invalid the lien 02 any ag deed of trust made in good faith for value covering all or any Parcels within the Project and/or improvOotats thereon. _A 4.4 -� ... �• the sasamaats, she "seaents ..; y granted herein shall run with the land and shall be appurte- Rant to the designated dominant tenement of such easement and . shall ha a burden against the easement areas se described as t granted herein shall the servient tenement. The eanOwnt wont in gross to the not in asy way be construed to be an eases bolder Of legal title to any Portion Of the Project or to any aa *that person Or entity. r blit bad". nothing contained in this Agreement shall be deemed to ha a gilt or dadleatioa of v. ' any portion or any easement area described herein to the general blit or for the general public or for any public purpose '�Aatsoe+er, sad this Agreement shall be 5 rictlY :`: •:`" limited to and for the purposes express herein. a.6 nothing ton- <v' twined in this Agreement shall beg emed to convey to any Owner• its respective heirs, suoeessors, assignee agents# empl0yNs• tenants, subtenants, customers, liceneeas. con- k cessionalres or Inviteesa right to use any easement grantsd aY herein superior to then of another Owner or Sts heirs. ^1` r0eeessors. assigns. agents, apployees, tenants, subtenants, customers, licensees. concessionaires or ieviteea. The r Own to aeksowledge t• At the easements granted herein are for 4':: their common benefit and the cesmon benefit of their respec- tive agents, employees, tenants, subtenants, customers, licensees• concessionaires or invitees. The Owners for themselves each retrain annd their y andrespective alll rights i not sspsettlhlly nd granted VY ` : haNln inneledinq without limitation (a) any and all rights M!. ,'' which ate not directly Incompatible with the eafemants ".::. . ranted herein• and (b) the right to grant easements or x: . 11cMse the use of the easements established herein to other third parties over, under and through the easement areas described herein, which are consistent with the easements granted under this Agreement, including rights-of-way for F K slaLlor .we and utility "Senate. sawn Owner• for Itself .;, �,,,:,. •,,,., sad Its respective hairs• suaaeasore and aasigns, Oevenant to act rsasOMkbly so as to minialse any interference with the otber•s Yee of the easements groomted herein. notwithstanding V.,.w: ;•,;: the foregoing, each Owner, for itself and Permittees, acknowledges that from time to time such use and/or the S rws to or ress from the other's property by way of the oas menta granted herein may be interrupted as a result o! construation, reconstruction, maintenance or repair by one of the Owners to its respective Parcel. Each Owner, !or itself and its Permittees, expressly consents to such Interruption and ackmmledges that the other Owners, heirs, sueeessors. assigns or tenants shall in no event be liable to such Owner or its Permittees as a result of such Interruption. Each Owner agrees to construct, reooastruot. maintain or repair, or cause the construction, reconstruction, maintenance or repair o!, its Parcel and the Improvements thereon to be 'H?'-`"•� Perform" expeditiously and dlligenely to compleelon and in ��k; . such a manner so as to avoid interruptions and interference iCT-19-1989 11:2-4 FPCI I CLT F41HFF1:,_"_? Tp EtC1E'9S F'.E11 C�.�•� Continental Land Title Company-_ __�• ,_ -.. -. _ Ttlelnsurance Crporation :_•,,,:�..__. -••--,^"—"` Subsidiary of dt.Cyer� DATE 10-19-89 THIS IS A TELECOPY TRANSMISSION TO: COMPANY NAME ATTENTION BRENT OGDEN RECEIVING TELECOPIER TELEPHONE NUMBER «^ oe en THIS TRANSMISSION IS FROM TELECOPIER TELEPHONE 547-5139 TOTAL NUMBER OF PAGES (INCLUDING THIS FORM) O_1 F aC- PERSON TO CONTACT: STACEY PRUDEN AT (714) 835-7373 1015 North Main Street Santa Ana, California 92701 • PO Boz 10100• Santa Ana, California 92711 17141835-5575 OCT-19-'19E9 11:42' FPOM CLT PPR PFAt12'70 TO P. 17 - - •�r ''�:a6?�:ra31L'1WIe(•w py.= oMnetshlp. of any portion of such land affected thereby, and a, upon each person having any interest therein derived from any owner thereof. in the event of any dispute "t a between the parties hereto Involving the performance or { ions contained !n Interpretation of the covenants or condit this Agreement or arising out Of the subject matter of this rtement. the prevailing parLy(!es) shall be entitled to Ag -�• r recover . reasonable attorney!' feast expert witnes■ fees, expenses, and oasts from the losing party(les). 4.12 This Agreement shall be blsdissq Opon and inure to the benefit of the heirs, succor" Sorg and assigns of the parties hereto. in the evens any g.;: •, •.. .. party to this Agreement, or its heirs, successors and assigns, shall convey its fee Interest in all or any portion ns §qe z• ' ., of the ptapert affected herein, the conveying patty shall be automatically Treed and released from and after the date of f surds conveyance of all liabilitles, respecting the perfor- msssce of the restrictions, covenants or Oondltlong contained I% this instrument thereafter to be perfotmed with respect to . the property which is conveyed, it being intended that the restrictions, covenants or conditions contained in this lnstrsssmt shall be binding Upon the Owners of the properties K7r•,. affected hereby only during such time ar they own the tamer x. provided that Lha conveying owner shall regain liable !oc any x*=� .: ; . action* taken prior to the date of the conveyance. rree+ tiea of_ omenta. Each of the Owners and vy their respective heirs, successors or assigns agree to exec to any and all documents necessary to effectuate the * t A.. intent of the parties hereto. 4.14 6QLiesa!• Any notice which either party say desire to give to the other party must be in writing and may r 4' be given by personal delivery or by Sallie? the same by ' registered or certified mall, return receipt requested, -i (except -for any notice to be given pursuant to Section 2.7 wlrlds ma be given by first class mail) to the party to whop the not�ce is directed at the address o! such party ' hereinafter set forth, or at such other addresses as the parties may hereafter designate In writing! ' Strosehers stroscher properties 31662 Del Obispo street, suits 200 San Juan Capistrano, CA 92674 Attns Theodore S. 6troscher :`'; geasldes SNSide 6anchos 1442 Irving Blvd., suits 205 Tustin, CA 92660 Attas Sob Dalley bearings Dearing Investment Company C/O Harbor Pacific Development Company 4040 MacArthur Blvd., suite 314 Newport beach, CA 92660 PCLPs Pagan Capistrano Ltd. partnership . . 1 summit Irvin*. CA 92715 Any notice given by mail shall be deemed given fortywight 1 (40) hours after such notice is deposited in the United , states Mail, addressed as provided, with postage fully v prepaid. :. -16- ^�_T-19-195 11 4FFOh9 .LT °HNHF m_= T" Y 4.15 MeliltloL• All previous agreements and nagotia- tions between the parties hereto relating to the subjeet matter of this Agreement are merged into this Agreement which v- is intended to fully and completely express the parties' 3r, rights and obligations-4.16 severability- 1t any prevision of this Agree- Santo or any Portion thereof. or the appllcitlen thereof to any person at circumstances shall, to any extent be held Invalid, inoperative or unenforceable, the remainder of this ,^ Agreement, or the application of such prevision or portion thereof to any other persons or CleC4mstanCe4r shall not be affected thetebyr it shall not be deemed that any such invalid provision affects the Consideration for this Agree- manti and sash provision of this Agreement $hall be valid and entoreeable to the fullest extent permitted by lay. 4,17 California raw. This Agreement shall be con- z stru" and governed by the laws or the state of Caltfornia, the state in which the said Property is located, to the Jurisdiction and Venue of each of the County of Orange to whose the courts the parties hereby agree to submit any Claims or actions in the event of t dispute. 4.1i1.lionr is of Pat i a. ilothing in this Agree- dS.,^ armat shall be Construed to make the parties hereto Partners ? or Joint venturers or render any Owner liable for the debts or obligations of any other Owner. 4 i fit. This Agreement may be amended, modified or terminated at any time by an agreement In writing, executed by and notarised an behalf of each of the ' Area A Owners, or their successors In interests this Agree- Shall not otherwise be amended, modified or terminated daring the term beraw'. '. (Yb ,' 4.20 E9t�9pee1 Car ifieate. upon a request of any - party hereunder, each of the other pieties shall execute x y3rv;,`,• ;; Oertifioote coamionly known as an "Bsteppel Certificate" containing standard and applicable provisions concerning the ` , eflef.'ti *noss of this Agreement, which certificate shall be f4' within a reasonable Varied of time so as not to sereasoaably Interfere with the purpose for rhlCh such Csttificate is requested, provided that the party requesting surim certificate shall provide the form thereof and that any legal costs reasorabiy incurred by the party receiving such request in order to determine thhe appropr atsness thereof sba11 be bores by the party so requesting the certificate. F 4.21 �. Soft Owner shall be excused from psrfoeminq its ligations heewnMrr except any obligation to pay MOM, in the event and for so long as the performance of such obligation is prevented from causes beyond the reasonable control of such owner, including# but not limited r ter strikest adverse weather, earthquak*sr unavailability of labor* materials, facilities, equipment or supplies, rules or regulations, or orders of governmental agencies, riots, laourrection, mob, violence, civil commotion, wars and acts of Cod (financial Inability excepted), whether similar or dissimilar to the foregoing. 4.22 Anti-waiver. The waiver by any party hereundet .. - . S of any default of right *boll not be effective unless in writing. The waiver of any default or the performance of any covenant or condition shall not be construed as a waiver of any !Clore default, covenang or condition. The consent or approval of any owner to any act or request shall not be w rl's- OCT-19-1925 11:45 FROM CLT PPH;Fk-2S0 19 �F 99-482529 41.� 1 to Volvo sell Omer's right to consent of approve of {.i say sVlaeq•ent slriiar acts of te"Sts. "& ` is a7lMees MRIRW# the parties berate have esaeatN a tMS p4reerast an the date and Year first above Written. sr�eogcea rRorsartssr a Caiiforals general perm• p di � . Th"Mrs P ' ue, gal partner 'ttroaetiet• ' ly. $ pfJlfICs r a California ,a� .fry. coi0pra 4. yv ^: ttst 4 + Ital. IF r ') partnership .�ye 4S , •u General partne xx: Ort Gea•rai ritlaes w w tslgMeatea oeatiasad an pay 191 F y�. �yFy� T Xl� F. • IN OCT-19-199 11:-!e FF'OM --LT PHNHFR;4SO C An= go• U &&Mtoo partnership m►P•. ib 0WAU1 e !r[Wr �1 • amrol HartRat . J R; %y.� A. 'S r+ 5 r 1,. f ll'G: h; , OCT-19-1589 11:47 FROM 0.T PRN FHXZ50 T,0 88051F5N F.�1 J VOe' j-"ATE OF CALIFORNIA ` COCNTI Of ORANGE ) On the ` day 1989, before mer the under�edr a Notary Pub��c n arfer said State y� �y: '• " and County# personally appeared T o meRE ■. yT basis SOf personally known to ne for proved t0 me on eh! basis o! satisfactory evidence) to be one of the general partners of genthe eSlNGra partnnerrsship�that executed ta California he within*zaln instrruaenp, and acknowledged that such partnership executed the sable. my hand and official 2001. 3r , Opp mom ��, tar u O STATS Of CALIFMIA ) VIA. ''. PlwlwiT M telaerMt 1 k., re GOVOMMMI Cost SIAL7 4� to n— �pegw)r U2�tMt noun nd s0 die deewaesi a Whidi tkh mm"W llt c- /J X7! IYI df 9Mwy i Bl4:�l a /P % �P jL1 1 sun b"b Mid Cockle LIVOTMIRCeffo" wi��.trio0 tblba e ;J. STATS OF CALIFORNIA ) ss. ;.y. ODt1N" or ORANGE ) , 1989, before Oa the day of tier the AA enders gnedr a Notary er n an or said Slate " sad CoaAty, personally appeared pwreona y , o asdto so for o me n s o sa siainstr instrument he be the persons who executed the within lneLeument ae the president and Secretary. on a ora a corporation. the corporation therein named, and acknowledged to mthat such Z. eoeporation executed the within instrument pursuant to its ,,•,;, bylaws or a resolution of its board of directors. WITNESS my hand sad official seal. TarY e �,f*r' ',�•I - MAL) rr�rlmyr�e. yin:., -20- ii s ar' FFi Ir+ --LT FHr4NFaTI- ��z:��• - �, .70 "ATE of C"trwNIA ) s R `.: s " Oh ORAIIGE as. t�. ;;. On the � dry of taryam . 1964, before ae, the under• 9Md. • rotary u c n an for said State and County, personally appeared '1uE000RE R. ETRaC=Q, personally known to me (or proved to me on the basis of satisfactory evidence) to be one of the general partners of lfRORCMM pnepmras, a colifornia general partnership, the general. partnership the. executed Ue within instrusent, and w; acknowledged that such partnership executed the same. Vi;µ„ ; wit" say hand and official seal.OVMLIM +`) aaeaaLl�A COMMI par i�Y�iTC 2 !TATE OF CALIKI MIA ) •d` COpMTr 0y ORANGE ) ' on the day of �I�wu�-� . 1464, before W. the waders geed, a notaryT n`biTeTn aWfor said state and County, personally appeared Gftl 1 8. SMOM90M, pareon- >; ally known to at for proved to as on the basis of satisfac- tory evidence) to be one of the general partners of ST)006CteM' A ' pR0lisTIEE, a California general partnership, the general partnership that executed the within instrument, and acknowl- F , ;; edged that such partnership executed the same. ` ^'.'•' ';�/a Wt d v. WITNESS say hand and official seal. wirw�ar�i'rtre tarij FUSTIC , ,S:p sA�. .N.�• A�71�LMN r-� ) as. COOM orr on the AfL dayof . 1464. before + 1 sr. the enders gMdr a Notary u a In an !or said state add Comety, personally appeared !.. ARM , persons o "sx1 ( e M on e e K efactery ev deaee) to h " be the persons who executed the within instrument as the President and secretary, on "= a a RAMOMOs, aores a corporation, the X a ' " corporation therein named, and aeknwied9ed to as that such p, corporation executed the within instrument pursuant to its bylaws at a resolution of its board of directors. X,:,. TM. WITM6ss ay hand and official seal. ;. : 14 Q. ArIj PUDLIC gem) rawer wet xdM V OCT-19-1'9;== 1119 FR7P1 __T pN!-.uFq;'.�5=. T'. �rr.-=— •�- f^ . 7 •'«�J.jf.•�.1:';:w' iG0plY gel Illy/ ! 3.... Man fl.I i+. *me or ditimmu t• an the cao•ww day of r 1980, before mo the enderSTInedp ■ Metary c nmangy or sold State and County, personally appeared rte/ J p personally know/ to se toe p e so on • • o of satisfactory eeidemee) to tae eM of the general partners of sr fMt> N0 ImtlltSN! CORA1ryp a pertnershlpp the general part- ? eerobip that etteoeted the elthin instrument. and acknooledtled that much partnership esee/ted the same. t : NafIRSS y bead and artist" seal. 1 2, MMEC S OettlW ry O . p Y T, Ittpt6l � oYYIIR LCIpIN ..{ Og CDOM or t�= I as. y, CA the Sth day of sembar • 1lSf berate two ebe tsmderTgnedp a Notary Main n • for Said state . as$ Cotetyo personally 017v red tpeoarrd A._*hays h'.�a eerae•r1t1r ewpplYnY 1A plY wrrowl p . ._. ^� apYtdtlVlla'f CADS 1Tltil.7 # doar/ersrf amt an dw domment to w"t*swramat 1am11tp esde ptmtAy et ptrirty It assekrd MOB a Mose .ai Illtse•�NMrry been efEntwroa Gtiw pate Cw wwnQI land rine'Cly -�o�p VY�V.YI .wlp tlw waft—ma, itot ry e n a or said State' and O)s/mtyp persommily sneered miglow IM r p pe rwsa y vera om tar erastory evidence) to be the coaemmeeral, partners of lsS I CAPINIPA fO LPO. TARTMO 11P# a ealllerala limited partmsrehlpp the 1lmlted owpartnershipp r:Una In need, and aekoldged to me that said lislit:1 y; rpaetmerskip esea/ted the sea. N12" S or heed and of Hotel seal. b, rc'•r .. Iry Jmese e• Qk•= aki a :• h •;f .•. . IOp.�001MTr +°'. � .rf�.+ewwM IRNM 017-1'F-19?9 11:50 FROM LT F'1N 4F�-17 i Tri 0-48229 ants of chm" a ) sae r COOMlr or OIY1 m ) On theAar of . loss• before the YA e@p tee[-%iynee• • ilptaiy ru QAA for said edea and Caantyp persewally appeared •rlat J am personally kawm to so (of pro o w an tno Maio of antisfootery, evidence) to be one of the general partnere of ' • thated the within laie�nt eand he gaeknouleoftted chat seeh partnership Mmotee the ear@. Nllllete sir head and official seal. FnYW„ry.` MOwnpW,M NIM1 7 Sim or CaLilosi1i11 � u. >% 70000e! a! Or ow ri 0a !h0 Sth day of September 1999, before ^lap the iSiOrs gum , a Ostarr o an LO[ a•ie " state me Coestyp personally appeared Edward 1►._rbars , :'Veromally keown to me (or praiid' ES rM vn Elie Biala of MlislaQtet eeidenee) to be owe at the "natal partners of y tilf9dlr1O1! CONPAMWp • partwtahip, tate general a.,�. prtsership that eseoated the Within instrument, and ecknoWl- edg" that each partnership eseumted the Man. "' � •1lMp0 fq heal nae eflicial .dale I use ,� to uatss,ouww C//1�1 yY�t,y y Ab�:'. '. ZAthL) tior.rrwM Mnn or ) 7. 11 On eM. lay of . 1909, before i (re, the esee� a )(O o n • et said !tate ane Ceenhp pereees�lr appsar" Slao X :. r y ons or p•vW'W w OR •w Maio ee .itis notary evidence) to be the g al revers of raeisD CAMWA10 WD# pllrR(ewfslp, a =51:6 limit" prtnatshlp, the limited partnership tOW'Dis "A"do a" �nod.dged to a@ that said limited i partaaeshlp onsewt" the masa. I �. .: 9zvN at hand and official seal. OP. `y t =ret M u.w+wn.N.M Jaws i. Okazaki axe Y'• worMMGi OwUp awoa,um �O�M.wM N N/f OCT-19-1989 11:51 FROM CLT 771 ^. i r' ACRE611LNT BETM66R owns 0! LARD is She land referred to is situated in the State of California, County of Orange. City Of San Juan Capistrano, described as follows: all that certain real property located in the City Of wSaa hich`s nor* particularly ydescribreddgas followe f California, Parcel 3 as shown en Meet HAD recorde4 in took 10. :page 47 of Parcel Maps, records of Orange County, California, that portion of Parcel 1 as shown on Parcel Rap - I's ooz in Book 136* pages 47 and 48 Of ParCel Raps, records sk � OfN10 Orange County* described N L011owst =Y 1" ' Segisaing at the met Southeasterly corner of said Panel. l. and running thence along the 9912boundary between said Parcel 1 and Bald Parcel 3, the following > . . COOMBS and di/taneess Worth 57. 34' 53" Inst, 02.15 f.ett than" Rosch 70. 34' 34" West,. 44.02 feetl thence a .. ,. hsWe oreh 83. 44' 50" st. 76.15 fest to th! baglnaitwg of a nee-tangent curve, Concave Southerly and having a radius of 660.00 feat, a radial line to the center of said cut" .bests South 13. 07' 33" WOOtt thence Northwesterlf al eeq the are of $aid curve through a Central angle ot! p 404 19•, a distance of 99.09 flet to the twat -' " Southwesterly Corner of said Parcel It thence leaving a said ocmmoh Lind and running North 9. 45' S7" East. 7.31 yfeett thence South 80. 14' 03" East. 295.00 feet to the a Reatefly boundary of 'laid parcel 1t thence South 90 IS' 57" 1Nat* 39.97 fact to the point of beginning. 4 ,;d` 7Saeh real property, is *Ise known as Parcel 2 of Lot Line �,iAd�Yatment 110. N-136/47 and 48-108, recorded September 7, Z � `y 1988 N Instrownt No. 80-449378 in th! Official Records O! " Orae" Cosnty, California. 4u1 T1 - ti- ar - s r SO hwGUMNE1t'L' 119M R OMItERB OP LAND 1'1: .' FRL'M __T F'Pr'PFP 250 TT. 89-4820 M �: Ri! /.� aY.1 �•. �T� 1f `+ p AOR9EMEMT 221"m CMNERt or Jim iris land ref9rred to is a1t5atad ie th9 $tat* of x! dlilernia• COORty Of Orae9a, City of tan Juan Capistrano, r; 4saoritrtd as tO11OM91 i; THAT PORTION OF.LOT 31 OF TRACT 00. 101, AS PER MAF MICORD90 IN 010011 11. PAGE E9 AMC $3 OF M/SCELLANIOUS saps. IN THE OFFICE i OP THE COUITT *M*"* OF SAID Cg1NTV. OSmim As FOLLOWS$ w 9EBtMNIM AT TNI MOLT NORTHERLY MR IN OF LOT 87 OF "to TRACT k' 1qt THENCE SOUTH 41 ONE. IS' 00• EAST 105.00 FENT ALONG THE NORTHEASTERLY LINE OF SAID LOT t3 TO TNS TROs POINT OF SIGINHINa1 CgtTINUtN9 ALONG SATO NORTNOASTSaLr LINE SOUTH 47 010. 1N 6B• CAST sOt.st reel, TMNNICI ME?" 4S OIa. 3t' MIT 1:1.50 Fee? . . wTO THE SOWTIN=TI1lLY LINE OF THE SOUTHEASTERLY PROLONGATION 4'TH MSOP. OF TNR LAND DESCRIBED IN THE 0210 TO PAUL N. YORM AM storm vow. Nis WIFE. BRING THE StCONO PANTIES TNEatiN, ;ReeGRMo Mar 19, 1645 IN SOOR 1400. PAGE $14 OF OFFICIAL RECOROBI - TNNED ALONG "So SCUTINIETIRLr LINE AND THE SOUTHEASTERLY PRO_ i,LONBRTION TNEREOP. NORTH 89 INS. 10' ED* NEST 051.49 postsTNSNCI : ... go" It M. S9' 40• NEST 278.51 PIET TO THE TRUE POINT OF PORTIO" OP LOT $1 OP TRACT M0. 107• AS ►ER MAP RECORDED r,�,.:t�IN 60" 11 PARES t9 TO Is. INCLUSIYI OF MIACCLLANEOUS MAPS, ^n '.` " .+tN THE OMIOs OF TME COUNTY RECORDER OF SAID CO um, O�SCRIeaO : ..EAE POLLOWst � �E mum AT A POINT WICN SEARS SOUTH 4T 0o*. 1S EAST !37.07 i;"�'"' '-►!!T AMO NORTH 0 DEO. 99' 80• EAST 710.10 FEET PROM THI MOST :a,. • ' METMGLY COENER OF LOT St OF SAID TRACT NO. 1071 TWINGE SOUTH n>M ES010 16' 30' IAsr sts.45 FEET ALONG THE NORTMt sTERLY LINE tc„ 'OF "So taspr LAND$ TNENCE NORTH 40 OED. 3t^ MST 126.00 PITT 4, TO AN ANGLE POINT ON THE NORTHERLY LINT OF SAID LOT 111 TMINCE "'' sAtCNs EA10 NORTNERLY LINE NORTH 30 M. 59/ 800 WEST 044.06 . EPEE►t THENCE SOUTH 0 DEO. N' 890 WEST 125.06 PEET TO THE POINT A..yr•4 � -j� 01lRI1N1tN9. t PORTION OF LOT I1 OF TRACT N0. 101, AS PER MAP THEREOF IN 900K 11. PARIS It TO $3 OF MISCELLANEOUS MAPS, iM DPPICt OP THE COUNTY NBC" 0 OF BASO COUNTY. OISCRIeaD �M A AE P0IAANSs :a r SgUMIM AT THE SOUTHWEST MAKER OF THE LAND DESCRIBED IM DECO .'if: 310 RIPROCO. INC.. RECORDED APRIL It. 19oS IN SOON 0910, PAGE F Us OF OPPICIAL RECORDS OF SAID COUNTY, 01INa A POINT IN THE i'aF 'E49TINLY LIME OF "t RIGHT OF MAY OF THE STATE OF CALIFORNIA '".. i1101M AS CANINO CAPISTRANO on A NAP FILED IN 9008 12, PAGE 49 ^"CP PARCEL NAPS, 80092806 COUNTY: OF SAID DUMB TMINCI ALONG 1A9TERLY LINE. SOUTH 0 096. 69' 300 WEST 93.00 P99T TO %k THE TRUE POINT OF 090INNINOt THENCE CONTINUING ALONG SAID EASTERLY LIN, SODTM 0 016. 99' 26' NIST 50.90 FEET TO THE MOST HORTHIRLY JUNG COM M OP LOT 37 OF "to TRACT NO. lois THENCE ALONG THE NORTH- 1ASTENLT LIME THEREOF. SOUTH 41 DEO. 19' 00• BAIT 109.00 FEETs "1111101 NORTH SS DEO. 00. 59• EAST 143.11 PIET ALONG THE NORTHWESTERLY OF IN LAND DESCRIBED IN DEEB TO MERMAN C. TREFP AND WIFE. RSCORM6 PUMA" 19. lost IN own 4{920 PAGE Be OF DPPICIAL 011100006 TIIa000M TMI TRUE POINT OF 9EOIMNINOt THINCI ALONG SAID ;:."LAST 1411011100108 LINE, NORTH I5 M. 00' 700 WEST 192.99 FN !T THE TRUE POINT OF 11991mime. f+ ' r-Mme,.:, aYNrN2S_wRw 20 AGREENIVTl StY'MiiN ONRERS CF LANG rL;ry: _'CT-15-15 5 11 57 �P;,OM CLT PP�INFF74X2'FO � f� , !M-".w ....rt:Je'a....ww...w...�...,......._.....mow............_ v1•` w:s. twos? 'C' TO AOREEM m amlAM CNIIM 0! SAWD I" land referred to !a situated to the state Of ! E4R ?Joe Cepistceso, Calltorale. County of or&*" C1tr e described as W290s, TMOSI PORTIONS or LOT 11 OF TRACT NO. 101 AS 2NOWN ON A MAP RACONOIO 2M DOOR 11, PAOAS 19 TO SS INCLVSIVI, OF MISCELLANEOUS MMS, RECORDS OF SAID ORANGE COINfTY1 , 4BEGINNING AT THE MOST WESTERLY OMAN OF THE LAND DESCRIBED to TM DEED TO TME STATE OF CALIFORNIA ANDD DAD MAY B, F//T IN SOON 3f00: PAGE. 108 OF OFFICIAL R10001115 OF SAID ORANGE COUNTY. ,. SAID POINT BEING SN THESOUIHN SYERLY LIME OF SAID LOT, DISTANCE f MOM 41 me. 1T. 00- MST T1/.41 PERT FROM THE MOST SOUTHASLY � k •.'�y OORNER OF SAID LOT, AMO RUNNING TN21" SOUTH 41 OAS. 2T` 00' EAST. ALOMO SAID SOUTHWESTERLY LIME, TO THB MOST SOUTHERLY CORNER N ' - • 'OP THE LAND DASONTSEO IN THE GEED TO ASMI" B. ELDER AND WtP2 t...y. ' .�, REODRDtO MAT U. 1110 IN BOOK 9199. PAGE 29 1 OF OFFICIAL RECORSS, SAID POINT BRING IM THE WESTERLY LIME OF THE SAN 01800 PRIEMAVs NORTH 14 M. 292 126 EAST, ALONG SAID MASTERLY LINE, :' TO TME OOYTMBAAT CORNER OF THE LAND 09110P 1980 IN PARCEL A IN ..n in OEEO TO BONIN S. ELDER AND WIPE RECORDED APRIL It. 1/69 IM SOON 9240. PACE 400 OF OFFICIAL RICOROSs THENCE NORTIHIRLY, ALOMB THE EASTERLY LINE OF SAID PARCEL 1 AND ALONG THE EASTERLY } ; LIPS OF PARCEL i IN SAID DASD. TO TNR MOM LINE OF TME LAND SASORIS" IM Sato our. RlOOROAS IN SOOK 1/00, PAGE 192 OF OFFICIAL :. ,. RBOORDSt THENCE MOM 89 DEO. OS' 00' MIST, ALOMO RASO MONTH LtMe, TO TME NORTHWEST CORNER OF BALD LANDS THSMCI SOUTH 29 NO. $T' 00' MAST, ALONG TME WESTERLY LINE OF SAID LAND, AND 1.J11AJOMS TNI•MESTERLY LINE OF THE LAND OASCRIGEO IN PARCIL 1 IN TNA OIEO TO . EDWIN S. ELDER AND MIPE RECORDED JUNE 09. 196/ IN SOON 1ST4, PAGE 491 OF OFFICIAL•RIOORDS, 421,92 PNET TO AN MOLL t, POINT IM TNI MASTERLY LINE OF BASO PARCEL 1s THENCE SOUTH 40 OSB. E6' Of' MEET. ALONG SAID WESTERLY LINE AND ALONG T141 MASTERLY LIME OF SAID LAND DESCRl010 IN SAID DEED RECORDED IN SOON 1/00, MW 100 OR OFFICIAL RECORDS. 2/2./0 FAST TO THE POINT OF BEGt"N:920. k x .S 8100210 in THEREFROM A PORTION OF SAID LANG ALL MINRULS. OILS. SNOBS AMOT D HER MYOROMM CARSONS BY AT09VER NAME IDIOINI 1MAT MAY SA WITWIM OR UNDER THE PORTIONS OF SAID LAND NEREIMABOVI OESCRI/e0 MITMOUT, 10 EVER, THI RSONT TO GRILL, OIG ON MINA THROUGH THE .: SURPACt ON THI V►►IN 166 PEAT OR THROUGH THI SURFACI TMERIOP. AS INOE►TID 2N IRARVMANTS RAP.ORm IN BOOst $9311, Page It8. ' .SOUK /940. PAGE 490. ANO BOOK 9921, ►AOI 181, ALL OF OPIRIC14L "Dan. kAN RASEMGIT POR INGRESS AMO AORASO OV94 THA SOUTHWESTERLY 26.00 '• ►NET OF THAT PORTION OF LOT /1 OF TRACT NO. 102. AS SHOWN ON " A MAP M OORD90 IN POOR 11, PAGES S9 TO 22 INCLUSIVE, OF MISCELLANEOUS ` MAPS, RICOROS OF SAID ORANOA COUNTY, LYING SOUTHEASTERLY OF TMA IASTIKY PROLONGATION OF AVENIDA SOLONDRINA AND NORTMMASTERLY Of PARCEL 1 MSRISMSAFORE OASORISED. w TO ACRE23121" OP LAUD t:T. JCT-19-1'689 11 `1 FPCP1 C-T PR�JIHFP�-Fj n.: • J,y '� 89-482= 11 . .. TO A�4 } Acmum RT stlNReR owms of IJYID WPM 16110 teferred to is situated SR the State e! Cauterala. County of Monte, City of tan Juan Capt4treno. 499cribed at 10IIOWS1 LOT 22 OF TRACT N0. lose. AS SHOW ON A NAP RECORDED IN OWN 47. PAGE S OF MISCELANtOUS MAPS, RECORDS OF DRAMs COUNTY. . ' CALIFORNIA. 0=04 7500 PEE? OF THEREOF 4 TME S . . h' THOSE PORTION OF LOTS •22 AND SS OF TRACT NO. 108. AS SNOIRN ON " A MAF RECORDED I0'000K 11. PAGES 20 TO SS. INCLUSIVE. OF NISCEL- " LAWEpYS NAPS. tN TME OFFICE OF Tot MATT RECORDER OF SAID COUNTY. AI10ALSO THAT PORTION OF LOT $4. AS SHOWN RN MAP FILED IN 600K S. PAGES S1 TO Se. INCLUSIVE. OF RECORD OF SURVEYS IN SAID OFFICE. ACQUIRES Of THE STATE OF CALIFORNIA OT *RISE 2909 ANO *woo. IIROOROEO IM SOON 474r. FADE SOS. A" IN POOR $641, PAGE 425. ',q OMIOT1VELT. ALL OP OFFICIAL RECORDS INMt0 OFFICE. ALL SOMOEO 000TIIMOTefty 6Y THE POLLONINS omittsto LINEsl SE6INWtWE AT THE NDRTHEaSTERLY OMER OF LOT $S OF TRACT N0. 1SOS.AS ,.. SNOWNI ' M MA► RECORDED IN 0008 41, PAPE 0 Of NIMILLAHSOUS MAPS. IN Sall) OFFICER THENCE MORIN 21 DEO. 01- IS" EAST. $15.92 FEET{ 1NRNCE ROM at a". Sal 1S• EAST. 430.16 FEET. FOR THE PURPOSE OF TNtS pg aIPTIfN THE SEARING Of THE EASTILRY LINE OF SAID '. TRACT me. loss tS NORTH 01 OEs. 45, SS• EAST. Y; "F alt t" TIIEREFRON ALL OIL, OIL RIGHTS. MINERALS. MINERAL RIGHTS. NATURAL OAS. NATURAL a" RIGNTS. AND OTHER HYDROCARBONS 8, NNATSOIVSR ,F MANE SNOW THAT NAY 6E WITHIN OR UNDER TNS PARCtt OF LAND 01E091MABOVO g i, 000100, TOMIHICR WITH THt PERPETUAL RIGHT OF ORtLLiM. WINING. RNPIORtNQ AND OPERATING THEREFOR AND MNOVIM THI SAME SAID LAND OR ANY LAND. INCLUDING THE RIGHT TD WHIPSTOCK 00 010E0TIONALLY ' ' . GRILL AND MINE PROM LANDS OTHER THAN THOSE NtMINABOVE DE5DR16E0 OIL Olt OAS WELLS. TUNNELS AND SHAFTS INTO. THROYM OR ACROSS ' INE 1410100FACE OF THE WWII HEMINASOVE DISCRI6E0. AND TO SOTTON SUON WNIPSTOCKEO OR DlRECtlemALLY ORMLEO WELLS. TUNNELS AND r ENAPM VWM AMO 68"CATN OR MYORRD THE INTERIOR UNITS THERtof. AN6 TO MORILL. RETINNEL. EQUIP. WAIMTAIN. REPAIR. Cum AND OPMATE AMY IN,R WELLS OR WINES. WITHOUT. HOWEVER. THE KID"? ° TO MILL. MINE, IRPLORt AMO OPERATE TMROUM THE SURFACE OF THE UPPER, ISS FOST OF THE SUMURPACG OF ME LAND NRMIWAMVS OISCRI6I0 OR *""lot ES SUCH MARINER AS TO INOANMR THE SAFETY OF TMs ANF WISPIEST THAT MAY SE CONSTRUCTED ON SAID LANDS, AS SET f4RTH ON A Mo TO TMS STATE OF CALIFORNIA RSM OM JUNE 4, 1909 IN +' SOON 4142• PAGE 199 Of OFFICIAL RECORDS. N AM G=2PT ALL NINIRALS. OIL. GASES AND OTHER WVDROCAMONS ERY WHATSOEVER NAM KNOWN THAT MAY GE WITHIN OR OR UNDER THE PARCEL , OF LAND NtMMASOVE OGSCRI6E0 WITHOUT. HOWEVER, THt RIGHT TO MILL. 010 00 NINE TNGOUGH THE SURFACE OR THE UPPER 900 FEET TMORGOP. AS Rt6ERVtD IN THE DIEGO PMN TNt STATE OF CALIFORNIA USCOMIO APRIL i, 1971 IN SOON 9594. PAGE 3S9 OF OFFICIAL RECORDS. TO AGRtEIIENT�RIWNTJIS 01P Wil) OCT-15-1455 11:55 FFOM CLT PH4JAFR;f25O 70 .�.. - GoL.jF795QQ F.c'� �Y, �•• '' ��. �-482529 �.�. q answr wi• To @` X' AGRtEN= S1'7NM OWNERS OF LAND aL DLSLRS '�' m OF f f.0 Cb26S0At1O Y (FRIVAT[ STREET) " 'AN SAamma TOR INGRRSS AND EGRESS OVER THAT PORTION 07 LOT 31, .,,. TRACT NO. 103 ONNEO SY SEASIOC RANCE06 ANO SEAT PORTION OP : PNML 3 116 SHOWN ON PARCEL NRP REOORDED IN SOON 20, TAOR 47 OF PARCEL MAPS, RLOORDS OF OWLS COUNTY. !TATE OF CALSF01g12A, 22200 41 TELT IN. WIDTH, CENTERLINE OF NHiOH IS DE6CRISEO AS FOUMS 2102MUS AT 171E CENTERLINE INTERSECTION OF CAMSRO CATtsn"O (104 W " raw RIDS) ANO DEL 0126}0 6TREET (12 FEET NIOE)i Twos SA6TERLY Ago" in CENTSRL2NE OF SAID OEL OSISPO STRS"t SOUTH 40 00' 3000 .., , : S. 250.00 nvT to ?ME SEGINN2N0 OF A TANOSNT cum, umcii ,;>ASAS Ill 1711ifTSI f RAVING A RADIUS OF ISOM PEST, TXSPCE 3001111BASTERLY M:� 11IA110 WD Ct7Rtti THNWJq% A CENTRAL ANGLE OF 160 070 4100. R DISTANCE ,..u..,. yc OT 06.70 nn. THENCE SOL?p 150 07' 520 EAST, A DI6TANCi OF 73..60 �.., T12ET TO 171E TRUE P02NIN T OF SEGNINCi THENCS CONTINUING SOVTH 15 07, SE" SASS, A DISTANCE OF 73.41 FM TO THE OE62HNTN0 OF A 17NR:ENT CURVE CONCAVE NORTHEASTERLY PAVING A RADIUS OF 240.00 PRET, TlIa10E SO1TTRiASTiRLY ALONG SAID CURVE THROUGH A CEN77GL ANGLE OF t1O 43e 460r A DISTANCE OF 01.02 FEET1 TMSHCE SOUTH 360 S3` 4000 T119'1'. A 02STANCT OF 477.61 TEST TO A POINT OR TH1 SOUTEIASTERLY LiN1 OT SAID LAND, THE SSOSLINE6 OP SAID SASERENT TO K LENOTHMD An !lIORTi11ED i0 AS TO TERKINATE IN GRID SWTHEA6TERLY LIPS. n3. ix Y+ is 3,. ZIyyw < s., TO AOREWIENT IE �NMlJIS OF LAND iCT-15-1585 11:56 FROM ..LT F'HfJ F r,cS0 T� 66u;555u G A X11 *Awe or LARD goal Ia1 .,f<.: * � - �•... � 11.11` r Mai ;i PAR= 3 21 taro 47 Pat Iom 1.01 %I "MY NO IN rt 1 H�0 20-15 K � ..ti. V . v WAIS 0 Avatown716>a1 O1R1R1ts o 1AND OCT-19-1989 1157 FR011 CLT FAhJAFGX250 TO 90��895� P.91 41 ' ''.� K •. _ �� M��yy�� ``�St�� •F• /fir um �; yc r at �l1 •P 1 w: r Qo J i OF414 do w , ==MI2 Or* � or wro b 2 C� fir. OCT-19-1999 11:50 FROM CLT FANAFAk250 TO bbkl995E� P.3c 2 ) v t11E222T 006 SO AORMSME'NT StTWM 0101111111!11 OF UM �' �" mss. i,:�rnsrde �,3,'�"'i�u�t a._err iatrumnarm , .rte . ; ;• "AN ttttMtNt POR IN6R902 AND tORttt OTtR T"AT PORTION DP PARC#L AS WICORM IN 100OK 110 PAOE H OMNEO MY STROSCHER PROPERTIES, AND THAT PORTION OF LOT SI TRACT NO. 1103 At $MOWN ON A NAP >st'� AU000 IN NOW !t. PASEt 20 TNRU 33 OF NIECRLLAWROUB NAPE. ::-OI011f of OCCRING INYEttME" COMPANY, RECORDS of ORANOE COUNTY, MtS�GP CALIFORNIA,LORCONSISTINC of TYo PARCEL! or LAND. C oll r ;:,TME tTERLY 10.00 PEST OP #AID PARCCL S OWNSD ET STROSCHRA :VAGUS TtES. .SA10 PARCEL Tt"INATING AT tMt NORTHERLY URNINUR OF :,1NE NYT/SiAStERLY LINE YNICN SEARS NORTH AO. 01' aw EAST MAViNS ;4 A'.SISTAIM OF 427.30 PUT. - 5Y"fIK S1001TMY99MLY 19.00 FEET OF THAT PORTION OF SAID LOT 31 TRACT NO. 103 0411810 ST DURING INYE#TMENT CoM►ANY� LYING NORTNtRLY OF THE JIOE�. GOUtNERLY CORNER OF THAT PORTION OF SAID PARCEL S OWNED tY " 1T0100D PROPERTIES. f.., + va �G v P :iiia•., �Yj eL+ 'PO AG�p{}2PS'�OY011lIIS OF 2A111D .. .:1.. OCT-19-1y09 11 "S Fri SP1 ----T FRNHFHi<25ct TO 560855E F. 8 sm r ,0. Y f� 09A A 3 yxtlil7 •0� AOttTJILST StlMttN t O! LRI�D {.. •may.' ! .. yyM �., 4 .� Kik ( .�• ��r' �R�t�• �-�I . ' rW�f •`�� . PAWL S ".4 tt to N1N H 15,4 ' 1 '� :r� v � • A ��Ih mop Me yah ;f . . R 11/1 fF11 i >?4�":°at'w , SCASIOE RRHCNOS PARM A I TIN NI 11 a lei it RA iq� J 1 1` / • t 'eM / TO 1 , 1 i Oa' I 'CT.2 9-1909 12:06 FROM CLT FgNPFHX250 T' 65Q4950 P.34 tiK} S To AcRtzmm at"mo Oman 0? +4 y. UM A4 L. PARM all "MIL I iv J` a4 � ,� :• *q Sl11SSi�E t111aCML5 INTIM L" N Ww OIL to ostnit ones= A } 1 i a ' su11s12 wew TO ALUM M'I D=M= 01TNl�R OF '"D RECORDING REQUESTED BY T.D. SERVICE COMPANY- The following copy of "Notice" : the original of which was filed for record on April 16, 1997 in and when recorded-mail to the office of the County Recorder of said County, is sent to you inasmuch as an examination T.D. Service Company of the title to said trust property shows you 1750 E. Fourth St. , Suite 700 may have an interest in the Trustee's Sale P.O. Box 11988 proceedings. Santa Ana, CA 92711-1988 SPACE ABOVE THIS LINE FOR RECORDERS USE NOTICE OF DEFAULT AND ELECTION TO� SELL UNDER DEED OF TRUST 31i T.S. No. A300389 Unit Code A ii 7� Loan No. PASEO CAPISTRANO/PASEO CAPI IF YOUR PROPERTY IS IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR PAYMENTS, IT MAY BE SOLD WITHOUT ANY COURT ACTION, and you may have the legal right to bring your account in good standing by paying all of your past due payments plus permitted costs and expenses within the time permitted by law for reinstatement of your account, which is normally five business days prior to the date set for the sale of your property. No sale date may be set until three months from the date this notice of default may be recorded (which date of recordation appears on this notice). This amount is $6,105,903.70 as of April 22, 1997 and will increase until your account becomes current. While your property is in foreclosure, you still must pay other obligations (such as insurance and taxes) required by your note and deed of trust or mortgage. If you fail to make future payment on the loan, pay taxes on the property, provide insurance on the property, or pay other obligations as required in the note and deed of trust or mortgage, the beneficiary or mortgagee may insist that you do so in order to reinstate your account in good standing. In addition, the beneficiary or mortgagee may require as a condition to reinstatement that you provide reliable written evidence that you paid all senior liens, property taxes, and hazard insurance premiums. Upon your written request, the beneficiary or mortgagee will give you a written itemization of the entire amount you must pay. You may not have to pay the entire unpaid portion of your account even though full payment was demanded, but you must pay all amounts in default at the time payment is made. However, you and your beneficiary or mortgagee may mutually agree in iting prior to the time the notice of sale is posted (which may not be earlier than the end of th three-month period stated above) to, among other things, (1) provide additionalme in m ch to cure the default by transfer of the property or otherwise; or (2) establish a sche� bf M payments in order to cure your default; or both (1) and (2). _ Ln < � m 0 c c.o v r • Page 2 NOTICE OF DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAPI Following the expiration of the time period referred to in the first paragraph of this notice, unless the obligation being foreclosed upon or a separate written agreement between you and your creditor permits a longer period, you have only the legal right to stop the sale of your property by paying the entire amount demanded by your creditor. To find out the amount you must pay, or to arrange for payment to stop the foreclosure, or if your property is in foreclosure for any other reason, contact: Bill Dickenson Beal Bank 15770 N. Dallas Parkway LB50 Dallas, TX 75248 214/404-4000 If you have any questions, you should contact a lawyer or the government agency which may have insured your loan. Notwithstanding the fact that your property is in foreclosure, you may offer your property for salerovided the sale is concluded prior to the conclusion of the foreclosure. Remember YOU MAY LOSE LEGAL RIGHTS IF YOU DO NOT TAKE PROMPT ACTION NOTICE IS HEREBY GIVEN THAT: T.D. SERVICE COMPANY is duly appointed Trustee under the following described deed of trust: Trustor PASEO CAPISTRANO ASSOCIATES, HARBOR PACIFIC DEVELOPMENT COMPANY, DEERING INVESTMENT COMPANY Recorded September 12, 1989 as Instr. No. 89-486245 in Book--- Page--- of Official Records in the office of the Recorder of ORANGE County; Said Deed of Trust secures certain obligations including one Note for the sum of $5,200,000.00 SEE ATTACHED EXHIBIT That the beneficial interest under such deed of trust and the obligations secured thereby are presently held by the beneficiary; That a breach of, and default in, the obligations for which such deed of trust is security has occurred to that payment has not been made of: THE PRINCIPAL SUM OF$5,122,359.66, WHICH BECAME DUE DECEMBER 6, 1995, WITH INTEREST DUE THEREON FROM OCTOBER 6, 1994. PLUS ACCRUED LATE CHARGE(S). That by reason thereof, the present beneficiary under such deed of trust has executed and delivered to said duly appointed Trustee, a written Declaration of Default and Demand for Sale, and has deposited with said duly appointed Trustee, such deed of trust and all documents evidencing obligations secured thereby, and has declared and does hereby declare all sums secured thereby immediately due and payable and has elected and does hereby elect to cause the trust property to be sold to satisfy the obligations secured thereby. CURRENT BENEFICIARY: DATED 4/15/97 BEAL BANK, SSB, BY T.D. SERVICE COMPANY AS TRUSTEE BY BY FRANCES DEPALMA ASSISTANT SECRETARY T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAPI We are assisting the Beneficiary to collect a debt and any information we obtain will be used for that purpose whether received orally or in writing. T.S. No: A300389 Unit Code: A Loan No: PASEO CAPISTRANO/PASEO CAPI Page 4 EXHIBIT AND A MODIFICATION AGREEMENT DATED 08/15/89, AND A MODIFICATION AGREEMENT DATED 09/06/90, AND A MODIFICATION AGREEMENT DATED 03/14/91, AND A MODIFICATION AGREEMENT DATED 10/02/91;ANDA MODIFICATION AGREEMENT DATED 12/02/91, AND A MODIFICATION AGREEMENT DATED 01/13/92, AND A MODIFICATION AGREEMENT DATED 03/20/92, AND A MODIFICATION AGREEMENT DATED 07/20/92, AND A MODIFICATION AGREEMENT DATED 10/28/92, AND A MODIFICATION AGREEMENT DATED 11/19/92, AND A MODIFICATION AGREEMENT DATED 03/11/93, AND A MODIFICATION AGREEMENT DATED 07/26/93, AND A MODIFICATION AGREEMENT DATED 12/30/93, AND A MODIFICATION AGREEMENT DATED 04/22/94, AND SAID DEED OF TRUST CONTAINS A SECURITY AGREEMENT OF EVEN DATE. SETTLEMENT AGREEMENT DATED 10-25-96. A0,401e10w CERTIFICATE OF INSURANCE ISSUEVEM /D 05-30-90ps PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, PRINCE t4 FLEMING INSURANCE BROKERS EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 20422 BEACH BLVD. , #340 PrCFIVC) HUNTINGTON BEACH, CA 92648 ,1174 `y 9U ]COMPANIES AFFORDING COVERAGE LETTERV A TRANSCO SYNDICATE /I1, LTD. , AN UNDERWRITING LETTER CODE SUB-CGDE CITYCL tF, SYNDICATE OF THE ILLINOIS INSURAN CE EXCHANGE pF P&&VA,APB T INSURED C; T,Lein t I;B JUAN I COMPANY'f: Y JA-SAN BUILDERS, INC. LETTER C 6700 EAST PACIFIC COAST HIGHWAY, #290 COMPANY LONG BEACH, CA 90803 LETTER D COMPANY LETTER E COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CA TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ 1,000 A X COMMERCIAL GENERAL LIABILITY DOL133532 05-01-90 05-01-91 PRODUCTS-COMP/OPS AGGREGATE $ 1,000 CLAIMS MADE X OCCUR. PERSONAL&ADVERTISING INJURY $ 1,000 OWNER'S 8 CONTRACTOR'$PROT. EACH OCCURRENCE $ 1,000 FIRE DAMAGE(Any one fire) $ MEDICAL EXPENSE(Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE $ ANY AUTO LIMIT ALL OWNED AUTOS BODILY SCHEDULED AUTOS INJURY $ (Per person) HIREO AUTOS BODILY NJURY $ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY $ DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY $ (EACH ACCIDENT) AND $ (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY $ (DISEASE—EACH EMPLOYEE OTHER .w DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ARE HEREBY ADDED AS ADDITIONAL INSUREDS. CERTIFICATE HOLDER CANCELLATION SAN JUAN CAPISTRANO COMMUNITY REDEVELOP— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE MENT AGENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ATTN: CITY CLERK'S DEPARTMENT MAIL_10_DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 PASEO ADELANTO LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SAN JUAN CAPISTRANO, CA 92675 LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE DUNCAN PRINCE ACORD 25-S(3/88) A ORDORD CON 1988 1,ui Juall (apuu.mu Cnnuncnlity Red cvdopnmut .\gem 1 i January 21, 1991 JA-SAN Builders 6700 E. Pacific Coast Highway #290 Long Beach, California 90802 Re: General Liability Endorsement Form (Paseo Capistrano/Deering Investments) Gentlemen: In regards to your agreement for the above-referenced project, I have not received the liability endorsement form naming the City of San Juan Capistrano and the Community Redevelopment Agency as additional insureds. I have included an additional copy of the endorsement form used by the City. As stated before, you may have your insurance company provide their own form. If you have any questions, please contact me at (714) 493-1171 extension 243. Thank you. Very truly yours, y Dawn M. Schanderl Records Coordinator cc: Julia Kimtninau, Community Development Assistant Jeff Parker, Assistant to the City Manager Cheryl Johnson, City Clerk 12400 Pawo Adelauw San Juall tapisllallo (:dilnl no 92675 711-19:i-1171 TR I* INSURANCE EXCHAN INTERIM CERTIFICATE AS TO EVIDENCE OF INSURANCE TNG 9 NO7 AN INSURANCE POLICY.THIS IS ONLY A VERIFICATION Or INSURANCE.IT DOES NOT IN ANYWAY AMEND,EXTEND OR ALTER THE COVERAGE P?OVIDED BY THE POLICIES LISTED BELOW. Named - Insured JA—SA4 BUILDERS Address 6.700 E. PACIFIC COAST 111GH'evrAY &260 U01 078489 Policy# Gen.Liab. . LONG BEACH, CA. 90803 �i 3Q �3� Agent Policy M Auto Llab. Policy a CARGO This is to certify that policies for the above named insured are in force as follows: Policy M Work Comp. This Interim Certificate As To Evidence of Insurance shall expire sixty days from 12 01 A M., MAY 29 , 19$0_, unless cancelled prior to such date by written notice to the named insured. ❑/ Please issue a Permanent Certificate COVERAGE AUTO COMBINED LIMITS OF LIABILITY COVERED COVERED LIABILITY E) © Owned Bodily Injury $ ,000 each person ❑ h Hired $ ,000 each occurrence ❑ Q Non-Owned Employer's Non-Ownership Property Damage $ ,000 each occurrence ❑ ® Contingent Liability Single Limit Liability for Coverages checked ® above $ ,000 each occurrence GENERAL LIABILITY M&C - OLT Bodily Injury $ ,000 each person e► Owners & Contractors $ ,000 each occurrence ❑ ® Contractual■ $ ,000 annual aggregate Elevators PropertyDama e $ p,cducts eee X Products and/or g ,000 each occurrence ❑ $ annual aggregate❑ Completed Operations ,000 products••• Single Limit Liability for Coverages checked ® above $ ,000 each occurrence $ 'DDD annual aggregate products..e CARGO $ ,000 each vehicle $ ,000 each occurrence pp''T7 WORKERS' ®' it COMPENSATION Statutory •Includes Goods or Products Warranty, Written Lease of Premises, Easement Agreement, M—u—n 7ci`p3F0_rd finance Agreement, Sidetrack Agreement, Elevator or Escalator Maintenance Agreement only, unless accompanied by specific endorsement providing additional Contractual Coverage. ❑ seiowbed ❑ oo,Vramr OWNED YEAR,MAKE,TYPE OF BODY,LOAD CAPACITY IDENTIFICATION NUMBER AUTO- MOBILES, LAST 7 IF DIGITS COVERED SHOWN Umbrella Liability $ ,000 retained limit POLICY NUMBER $ each occurrence $ aggregate If this Interim Certificate As To Evidence Of Insurance is to be cancelled prior to the expiration date, we shall provide 30 days advance notice in writing to whom this certificate is issued. Certificate issued to: Name Lease/Loan And *DAWN M. SCHANWERL Number Address -RECORDS COORDINATOR CITY OF SAN JUAN CAPISTRANO 'SAN JUAN CAPISTRANO COMMUNITY ALSO AS ADDD'L INSURED REDEVELOPMENT AGENCY Countersi 4ned •►Not� 4ezQsO ADELANTO� '^uA1I JTJAi3 CAPISTRA�T �?, CCCAAABjRepresentative F� � ( ��/e �. �� e f 4 Ir Texas the aggregate n so applies to owners and contractors protective, contractual and/or completed operations. 56Q514114M1661 WPNCIIYCOP MTEDi%u.s.A pM INSURED'S COPY Destiel TRU40 INSURANCE EXCHAN40 INTERIM CERTIFICATE AS TO EVIDENCE OF INSURANCE THIS 15 NOT AN INSURANCE POLICY.THIS IS ONLY A VERIFICATION OF INSURANCE.IT DOES NOT IN ANY WAY AMEND,EXTEND OR ALTER THE COVERAGE PROVIDED BY THE POLICIES LISTED BELOW. Named ' Insured JA-SAN BUILDERS p�r,FyV[^ p]Q1078489 Address . 6700 E. PACIFIC COAST HIGHWAY #290 " Policy#.Gun.uab. LONG BEACH, CA. 90803 4v 31 7 1$ P4 ' 3Q ��4 Agem Policy x Amo Liae. , Policy x CARGO This is to certify that policies for the above named insured are in fclkt"Afhliil , S: X11 ° < iN Policy#-Work Comp. This Interim Certificate As To Evidence of Insurance shall ezp'lre sixty days from 12 :01 A M., MAY 29 lg94, unless cancelled prior to such date by written notice to the named insured. E-A Please issue a Permanent Certificate COVERAGE COMBINED LIMITS OF LIABILITY COVERED cOYERED p TO ABILITY ❑ Owned Bodily Injury $ ,000 each person ❑ ❑X Hired $ ,000 each occurrence g Non-Owned El [Z Employer's Non-Ownership Property Damage $ ,000 each Occurrence ❑ Contingent Liability Single Limit Liability for Coverages checked X above $ ,000 each Occurrence GENERAL LIABILITY M&C - OLT Bodily Injury $ ,000 each person r Owners & Contractors $ ,000 each Occurrence ❑ ® Contractual* $ 1000 °Dual aggregate Elevatorsproducts x x. X Products and/or Property Damage $ ,000 each occurrence Elannual aggregate ❑ $Completed Operations ,000 Products.., Single Limit Liability for Coverages checked X above $ ,000 each occurrence $ '000 annprodualucts..ag`*'* e ❑ ® CARGO $ ,000 each vehicle $ ,000 each occurrence WORKERS, © ❑ COMPENSATION Statutory so Includes Goods or Products Warranty, Written Lease of Premises, Easement Agreement, Municipal Or finance Agreement, Sidetrack Agreement, Elevator or Escalator Maintenance Agreement only, unless accompanied by specific endorsement providing additional Contractual Coverage. Descr,bed DeSo,Pl,pn E] below ❑ wa .d OWNED YEAR, MAKE,TYPE OF BODY,LOAD CAPACITY IDENTIFICATION NUMBER AUTO- MOBILES, LAST IF DIGITS COVERED SHOWN Umbrella Liability $ ,000 retained limit POLICY NUMBER $ each occurrence $ aggregate If this Interim Certificate As To Evidence Of Insurance is to be cancelled prior to the expiration date, we shall provide 30 days advance notice in writing to whom this certificate is issued. Certificate issued to: Name Lease/Loan And *DAWN M. SCHANDERL Number Address .RECORDS COORDINATOR CITY OF SAN JUAN CAPISTRANO 'SAN JUAN CAPISTRANO COMMUNITY ALSO AS A DIlLINSU ED REDEVELOPMENT AGENCY �f 3 4(�0 PASEO ADELANTO, SAN JUANC CAPISTRANZ�; E�= d�epa ed ** Nat A �v e in exas 1 r seNanve Kg AS e a so L I�TSUReED ** In Texas t e aggregate a so applies o own rs and contractors protective, contractual and/or completed operations. 56-0514 11-891651 W/200 C112W PRINTED IN USA. (2)M 0419'set San Juan Capisuano (itmmunity Redevelopment Agem y May 21, 1990 JA-SAN Builders 6700 E Pacific Coast Highway #290 Long Beach, California 90802 Re: Renewal of General Liabilit and Workers' Com nsation Certificates of Insurance Paseo Capistrano Deering Investments Gentlemen: The General Liability and Workers' Compensation Certificates of Insurance, regarding the above-referenced projects, expired on May 1, 1990. In accordance with your Owners Participation Agreements, the insurance certificates need to be renewed for an additional period of one year. The agreements require a general liability endorsement form naming the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency as additional insureds. Please forward an updated certificate and the endorsement form to the City, attention City Clerk's Department, by June 5, 1990. If you have any questions, please contact me at (714) 493-1171 extension 244. Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Records Coordinator Enclosure cc: Cassandra Walker, Community Development Manager 32-100 Taxa Adclanto San Juan Capistrano (:11jim nia IJ2675 711 1!13-1171 STATE P.O. BOX 807,SAN FRANCISCO,CA 94101-0807 COMPENSATION •INS UMANCE PF(;FIVFi1 FUND CERTIFICATE OF WOF KC I3�' CCM 3 YOJWAON INSURANCE // N ' POLICY NUMBER: 1074119 — 90 AUGUST 23, 1990 t I ; ri' CERTIFICATE EXPIRES: 05-01-90 0FPdh 4 T CITY OF SAN JUAN CAPISTRANO JUAN ,,,, BUILDING & SAFETY DEPT. THIS SUPERSEDES AND CANCELS THE 32400 PASEO ADELANTO CERTIFICATE ISSUED ON JULY 20, 1990. SAN JUAN CAPISTRANO, CA 91675 L This is to certify that we have issued a valid Workers'Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon ten days' advance written notice to the employer. We will also give you TEN days'advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with *" respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms,exclusions and conditions of such policies. W" PRESIDENT X. EMPLOYER r JA—SAN BUILDERS, INC. 6700 E. PACIFIC COAST HWY. LONG BEACH, CA 90803 TD:D L SCIF 10262(REV.10-86) OLD 262A • i .Smi Juan G+pistraw f AmAtnunity Redevelopmem Agew September 12, 1990 JA-SAN Builders 6700 E. Pacific Coast Highway #290 Long Beach, California 90802 Re: General Liability Endorsement Form (Paseo Capistrano/Deering Investments) Gentlemen: On September 11, 1990, 1 received the faxed copy of your general liability insurance. I do have the general liability insurance on file. What is still required is an additional insured endorsement naming the City of San Juan Capistrano and the Community Redevelopment Agency as additional insureds. I have included another one of the endorsement forms used by the City. As stated before you may have your insurance company provide their own form. If you have any questions, please contact me at (714) 493-1171 extension 243. Thank you. Very truly yours, Dawn M. Schanderl Records Coordinator cc: Julia Kimminau, Community Development Assistant 82400 Paseo Adelanni Sall Juan (apisvano (a Iifom is 92675 714-999-1171 i � 'IJn Dian (apisuam1 Com numi I Redc%elopment \gcn<'y September 4, 1990 JA-SAN Builders 6700 E Pacific Coast Highway #290 Long Beach, California 90802 Re: General Liability Endorsement Form (Paseo Capistrano/Deering Investments) Gentlemen: Thank you for the Workers' Compensation Certificate of Insurance, which was received by the City on September 4th. In accordance with your agreement, please be advised of the following: (1) The General Liability endorsement form naming the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency as additional insureds has not been received. Enclosed is one of the general liability endorsement forms used by the City of San Juan Capistrano. However, your insurance company may provided their own form. If you have any questions, please contact me at (714) 493-1171 extension 244. Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Records Coordinator cc: Cassandra Walker, Community Development Manager a°100 Paw,, Ad,Lm i., Sala lune Uapiauauw ('alilunuu 92675 71.1.193-1171 Sall Juan Capislramt �• ' �� (\�I r Community � Q Redevelopment V�-"-- Agency June 5, 1990 JA-SAN Builders 6700 E Pacific Coast Highway #290 Long Beach, California 90802 Re: Workers' Comensation Certificate of Insurance(Paseo Capistrano Deerin Investments Gentlemen: Thank you for the General Liability Certificate of Insurance, which was received by the City on June 1, 1990. In accordance with your agreement, please be advised of the following: (1) Workers' Compensation certificate is needed and (2) General Liability endorsement form naming the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency as additional insureds. Please forward the corrected Workers' Compensation certificate and endorsement form by June 14, 1990. If you have any questions, please contact me at (714) 493-1171 extension 244. Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Records Coordinator cc: Cassandra Walker, Community Development Manager 82100 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 Thrs form is TRUCK INSURANCE MIU-CENTUkI issued by: . ® EXCHANGE INSURANCE COMr. CERTIFICATE OF WORKERS COMPENSATION INSURANCE Employer • OA—SAN BUILDERS Address: . 6700 E. PACIFIC COAST HIGHWAY #290 Agent LONG BEACH, CA 90803 97 30 334 N0107 84 89VIC 90 Policy Number Policy Certificate of the Company Year Effective: From 5-29--90 to UNTIL CANCELLED X'd above DESCRIPTION OF OPERATIONS AND LOCATIONS COVERED ALL OPERATIONS COVERED n -o c L ALL LOCATIONS COVERED a When countersigned by our authorized representative, this certificate supersedes any previously issued certificates. It certifies that the above described policy of Workers Compensation insurance has been issued to the above employer. This certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed, nor shall the above described policy be amended, extended or altered by any requirement, term or condition of any other contract or document with respect to which this cer- tificate or verification of insurance may be issued or may pertain. It is agreed that upon cancellation or termination of the described policy for any cause, we will give you 10 days notice in writing. DAWN M. SCHANDERL RECORDS COORDINATOR SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 Dat Countersigned Authorized Representative 5&5112 5-117 1101 ST1125 PRINTED IN U.S.A. CV' . r_, • ISSUE (MM/DD/YY) �RORN. CERTIFICATE OF INSURANCE 1-5-90ch PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS Prince & Fleming Insurance ENO RIGHTS UPON THE CERTIFICATE HOLDEFL THIS CERTIFICATE DOES XTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOWOT AMEND. P.O. Box 6987 Huntington Beach, CA 92615-6987 COMPANIES AFFORDING COVERAGE (714)960-6006 COMPANY A TRANSCO SYNDICATE #1, AN UNDERWRITING CODE SUB-CODE LETTER SYNDICATE OF THE ILLINOIS INSURANCE EXCHANGE COMPANY INSURED LETTER B JA-SAN BUILDERS L�ERNY C 6700 E. PCH, #290 Long Beach, CA 90802 `FERNY D COMPANY E LETTER cov oEs _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEgTIFICATE MAV BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE,MM/DDIYY) DATE(MM/DDIYY) GENERAL LIABILITY GENERAL AGGREGATE $1,000 A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OPS AGGREGATE $1,000 CLAIMS MADE X OCCUR. DOL125178 5-1-89 5-1-90 PERSONAL 8 ADVERTISING INJURY S1,000 OWNER'S S CONTRACTOR'S PROT. EACH OCCURRENCE $1,000 FRE DAMAGE IMry m v Orel $ 50 MEDICAL EXPENSE(My one Penl0n) $ 5 AUTOMOBILE LIABILITY COMBINED SINGLE S ANY AUTO LIMIT ALL OWNED AUTOS BODILY SCHEDULED AUTOS INJURY S (Per Penwn) HIRED AUTOS BODILY NON-OWNED AUTOS INJURY $ (Per ecciEenl) GARAGE LIABILITY PROPERTY DAMAGE f EXCESS LIABILITY EACH AGGREGATE OCCURRENCE S f OTHER THAN UMBRELLA FORM STATUTORY WORKER'S COMPENSATION - f (EACH ACCIDENT) AND S (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY f (DISEASE—EACH EMPLOYE OTHER DESCRIPTION OF OPERATIONS/LOCATIONSMENICLES/RESTRICTIONS/SPECIAL ITEMS JOB: Paseo Capistrano Design Center, 32136 Miguelito, San Juan Capistrano, CA THE CERTIFICATE HOLDER IS HEREBY NAMED AS ADDITIONAL INSURED CERTIFICATE MOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO, & SAN JUAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CAPISTRANO REDEVELOPMENT AGENCY, &.THEIR EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO RESPECTIVE OFFICERS & AGENTS & EMPLOYEES MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 Paseo Adelanto LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR San Juan Capistrano, CA 92675 LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTH ZED REPRESENTATIVE w �' •.-..cn oc c ro/Ral CACORD CORPORATION 1988 STATE P.O. BOX 807,SAN FRANCISCO,CA 941010807 ' CN S U R A N C! FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE POLICY NUMBER 0-'4115 - -5 JULY 21, 1989 CERTiFiCA—EExPiHFs 05-01-9U CITY OF SAN JUAN CAPISTRANO BUILDING 6 SAFETY DEPT. 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 L This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the Cat -� Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon ten days'advance written notice to the employer We will also give you TEN days'advance notice should this policy be cancelled prior to its normal expo atror� This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded b, h policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other dorumenc vY t respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the pc� described herein is subject to all the terms, exclusions and conditions of such policies. EMPLOYER JA—SAN BUILDERS, INC. 6700 E. PACIFIC COAST HWY. %ONG BEACH, CA 90803 w - 4!�tl- - h• 1 A. POLICY JNFOFLMMN Endorsement 1. Insurance ComparayILLINOIS LYiSL'RANCB E ;�unber DD025178 _ 1 T OdS4}+ ll y..'.IYW 2. Policy Term (from) �_L.:F,; iToOst3�,�G!sentent iS. e:t eo ata - t. Named Insured T �8 L. Address of Name nsureAl 3. Limit of Liability Any One ccurrenC*,Ag$�egate General L)abitity Aggregate (check one.) Applies"per locat!Wprolact" Is twice the occurrence mit --- --- 6. Deductible or Sell-Insured Retention (Nil unless cthoruise spoe"Mod)t s pm 7. Coverage is equi.alent toi Comprehensive General Liability form GL0002 OFd 1/73) % Commercial General Liability Form COMM S. Bodily Injury and Pr"rty Damage Coverage Is; 111- 1 Mclalsrse•made" "occurrence" If Claims-made, the retroactive data is N/A B. Policy AMENDtkN n This endorsement is issued in consideration of the policy gremiur^. Notwithstanding any lhconslsta statement in the policy to which this endorsement is atttched or any other endorsement attact theretth It Is agreed as followst 1. INSURED. The City and the Community Radeveiopment Agency, Its elected or appoint officara, ofgclals employees and voluntaers are Zncl rded as Insureds with regard to damail and defense of claims arlsing fromt (a) activities performed by or on behalf of the Nam Insured, (b) products and completed operatlons o! the Nemed Insured, or (c) premises owns leased or used by the Named Insured. 2. CONTRIBUTION NOT REQUIRED, As rerspectst (a) work Performed by the Named Insur for c°r on behalf of the Cltyl or (b) products so.d '. y the Named Insured to the Cit yry or i premises leased by the Named Insured from the City, the Insurance afforded by this poll shall be primary insurance as respects the City, Iv elected or appointed officers, ofticia employees or volunteers; or stand in an un*okerz chain of coverage excess of the Nam, Insureds scheduled underlying primary coverage. In either event, any other lnsuran maintained by the City, Its elected o: appointed offl ens, offlci ls, employees or voluntee shall be In excess of this insurance and chats not eontribite with I (OYLIt) ~SCOft Olr COVERAGE. T^lieys It primary, at fords c"traglo least as broad est (1) Insurance Services Office form number GL 000 (Ed. VIA Comprehensive Genera! Liability insurance and insurance Services OffWt fcwnt number CL 0404 Broad Form Comprehensive General Liability endorementl or (2) insurance Ser aces f face Commercial entr oLiabillty Coverage, "occurrence" Ivan CG 0r U) ifexctterencedIn e scovrp ee hie sea at lCt; a tbroad as the primary Insurance forms a. SEYEitA91LITY Or INTEREST. The insurance afiordod yy this poLcy appiles separately to each Insured who is seeking coverage or against whom a clalm Is made Or a suit is brought, except with respect to the Companyla limit of liability. S. PitOVISIONSSjure to mREGARDIN THEy, with provisions DUTIES he i� 1 ACCIDENT xT Oen coverage provided ny to the City and the Community Redevelopment Agency, its elected or appointed officers, of ficlalst employees or volunteer. 6. CO%NCZLLATION NOTICE. Tha insurance aftorded by this policy shall not be suspended, volded, eancelI64 reduced In coverage or In limits except after thirty DO) days' prior written notice by certified mall return receipt requested has been given to the City. Such notice shall be addressed as shown in the heading of this endorsemena- NjT NA�A1M RE.MTiNG PRQ Idents and claims are to be reported to the Insurer att ATTNt tie Department ADJUSTING SERV s r mpany P.O. Bax 77 trey resa Okemoe Hichkkan 4W64 ty tate 1p e 517 344-6706 FAX (51ZI 349-920 (Telephone) SI AGS 7U;E-Olt INSUREf OR AUTHORED RSPfap' T:iL WSURER Duncan Fr (printltype name), warrant that i S#ays authority to bind the below listed surace mpany a y my&Ig ture hereon do W4 this company. SIGNATURE l a E tart Inal ♦♦�� ,�� yy �g signature roqutred oft eslorsem e+ntfl-,::alsh;5d to tht City) IZATICN, ?ri*yCP F A1�7�stQ Tn e>>r.i++n.. 1l SiLpY�y y t �i.i�� p-e v r h Al A !r o � - ----- •-°� S.�A":.ro.�i�:L.-•;:-s�`..i.�..-- -- "-- 4?�m;'-;;'cr. __ • LIABILITY ENDORSE CITY OF SAN JUAN CAPISTRANO N0V 2 01989 COMMUNITY REDEVELOPMENT AGENCY 32400 Paseo Adeianto San J�.Capistrano, California 92673 A. POLICY INFOP-MA77ON Endorsement / I. Insurance Company ILLINOIS INSURANCE EX.CPolicy Number DOL125178 2. Policy Term (From) s-, -ga o 5-1 -90 :Endorsement Effective ate 10-30- 3. Named CONTRACTORS 4. Address of Named Insured 5. Limit of Liability Any One Occurrence Aggregate .nnn_nn0 �til00 General Liability Aggregate (check one:) Applies "per location/project" Is twice the occurrence limit 6. Deductible or Self-insured Retention (Nil unless otherwise specifled)c $ 7. Coverage is equi•ralent to: Comprehensive General Liability form CL0002 (Ed 1/73) % Commercial General Liability "claims-nude" form CG0002 L Bodily Injury and Property Damage Coverage is: "claims-made" X "occurrence" If claims-made, the retroactive date is N/A Ii. POLICY AMENDMENTS This endorsement is issued in consideration of the policy premium. Notwithstanding any irneonsiste statement in the policy to which this endorsement is attached or any other endorsement attach thereto, it is agreed as follows L INSURM The City and the Community Redevelopment Agency, Its elected or appoints officers, officials, employees and volunteers are included as insureds with regard to damag, and defense of claims arising from: (a) activities performed by or on behalf of the Name Insured, (b) products and completed operations of the Named insured, or (c) premises owne leased or used by the Named Insured. 2. CONTRIBUTION NOT REQUIRED. As rdspects: (a) work performed by the Named Insure for or on behalf of the City; or (b) products sold by the Named Insured 'to the Clty; or (, premises leased by the Named Insured from the City, the Insurance afforded by this polis shall be primary insurance as respects the City, its elected or'appointed officers, official employees or volunteers; or stand In an unbroken chain of coverage excess of the Name Insured's scheduled underlying primary coverage In either event, any other insurarx maintained by the City, its elected or appointed officers, officials, employees or volumez shall be in excess of this insurance and shall not contribute with it. (OVER) 3. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: (1) Insurance Services Office form number GL 0002 (Ed. 1/73), Comprehensive General Liability Insurance and Insurance Services Office form number GL 0404 Broad Form comprehensive General Liability endorsement; or X (2) Insurance Services Office Commercial General Llability Coverage, "occurrence" form CG 0001 or "claims-made" form CG 0002; or (3) If excess, affords coverage which is at least as broad as the primary insurance forms referenced in the preceding sections (1) and (2). 4. SEVERABIIX" OF INTEREST. The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 3. PROVISIONS REGARDING THE INSUREM DUTIES AFTER ACCIDENT OR LOSS Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the City and the Community Redevelopment Agency, its elected or appointed officerst officials, employees or volunteers. 6. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice',`by certified mail return receipt requested has been given to the City. Such notice shall be addressed as shown in the heading of this endorsement. °010 DAYS FOR NON-PAY C. INCIDENT AND CLAIM REPORTING PROCEDURE Incidents and claims are to be reported to the insurer at: ATTN: (T itie Department ADJUSTING SERVICES UNLIMITED. INC- TComp&_ny7_ P.O. BOX 77 (Street Address Okemos, HicML'ar 48 64 City State p Code (517) 349-6700_ FAX (517) 349-9063_ TTeiephon7 D. SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, l h (print/type-name), warrant that I have authority to bind the below listed insurance company and by my signator ereon do sa this company. SI NATURE OF AfTHORIZED REPRESENT 1VE (original signature required o endorsement furnishe o the City) QIOMIZATICNrJ TIME: AtOZESS: 0 5y" 7F m;roe:( J1�� `2 n, MEMORANDUM TO: Cassandra Walker, Community Development Associate FROM: Dawn M. Schanderl, Records Coordinator /� / 4� DATE: October 10, 1989 W SUBJECT: Insurance, OPA for Johnson & Yu I have not received the required insurance as stated in Owner Participation Agreements for Deering Investment Company (Johnson) and Paseo Capistrano LTD., Partnership (Yu). The insurance requirements begin on Page 3 of the agreement. Thanks again for all your help! y�^'^b.�,i:."i`�'+YSwMir ^�T•wSt+Y['n`�..:w,p.�aw co 89-�8'L529 RECOftbZW XWESTED 6Y ARDhNwti1 r S4 p1MM MEN RBCOROMD MAILED TOt CBMIs�IgILNM4 0O r STROSCSER PROPERTUS AAl SEP 11 1999 c/o Rutan i Tucker ._ P. O. Box 1950 pm� comm Costa Mesa, CA 92626-19$0 s� Attni Mary M. Green, Esq. f$/, ' a'"W'%4ftWW ( pace ve for ecor ere se) AGRREK114T tR77 m 9MMU OP 11m TRIS AGRZER MT BSTRESM OMMEA2 OP LAND (the "Agreement•) LIC ds maas of this &L day of logo, by and t, am" STROSCHU PRO 188. a calitOrn&& general partnership, formerly known an stroschela Properties ("Stroseher"), $Mips RAMCaDS• a California corporation ("26441460), DESrW ZMVWTMEMT COMPANY, it partnership ("Deering•). and PAM CAPISTRABO LTD. PARTRSR2BIP, a California limits4 A N>: partnership (hereinafter referred to as •pCLP•). 2teesoher. Seaside. Dearing and PCLF are sometimes individually referred to hotels as the *Owner- and collectively referred to so the *Area A Owners." :• ./� flE4bTAII $i A. Stroscher does now own fee title to that certain real property located in the City of San Juan Capistrano (the A: *City ), County of Ora e, State of California, mote particu- larly deseribad in Zghjsit •A" attached hereto and w4a a •`: part hereof (the •Strosehoe Property). f. Seaside does now own fee title to that certain teal property located adjacent to the Steascher Property in the Coantr of Orange, State of California, more particularly described in Exhibit " • attached hereto and made a part hereof (the 'Seas! ropetty"). C, Daetiag does sew own fee title to that certain real ppsrepe[ty located adjacent to the Strosdher Property and the Leaside Property is the County of Orange, State , or California, mace particularly described in �hib a •c• ,i attached berets SRA "" a part hereof (the •Deering Prop- 'r: . D. PW do" now own fN title to that certain teal ' „Y property located adjacent to the Desting property in the County of orange, state of California, more particularly a t ribed�in dycftlpp=te "attached hereto and made a part it a B. This Sttoseher PVWsttYr the Seaside property, the Dearlssqq Property and the PCW Property (sometimes individwally referred to hotels as "Pareel" and sometimes $ eollsetively referred to herein as the "Project" or as the R "Owners• Parcels-) constitute all of the 90s1 property within the Project Ates Commonly known at "Area A." P. As a condition to the approval of the development MJ of th M1 e isprovesent by Stroscher of the 2troscher Property for K'{^ i retail and oemmercial puspeses, the City Planning Commission of the City of San Juan Capistrano has required pursuant to ''' 0/477/4!5373-$049/04 7/2S/69 •, eaaes.y'YF2F^ 'Y1FW�IMM4Wl1rA� .'Oi,fM$�.-r•,L'�' :Y,. � 4 its PC Resolution No. e7-7-11-3 that Stroscher enter into a •' teaiptpatl access and parking agreement with the other Area A owners, and construct certain street improvements t0 that :, ._• certain dedicated public right-of-way tot Del Obispo Street, a$wl certain ether Otf-site improvements, the costs of which are to be shared by all of the Area A owners on a pro rats basis. G. The Area A Owners now desire to grant and establish certain easements within the Project f0t pedestrian and vehicular ingress, egress and parking, for private •treat pneposes, for utility purposes (including storm drains and sewer systems) and for the construction of the private street hereinafter referred to As "Paseo Capistrano" and the Installation of the utilitiesf including the atota drain and 7 ; sewer systemsservicing the building improvements -. eoaetracted or to be constructed upon each Of the Area A Owmar*s respective Parcels. Bach Area A Owner further desires to pay to Stroscher its respective pro rata share of the tests of constructing and/or Installing such Saproveseats :; . is the stoner hereinatter provided. ^„ C. NOM. Tr!JilPOR6, in consideration of the above lteeleala sed the mutual covenants contained below, the Ates A Owners hereby agree as follows$ ANTICLB 1 and Varkitf Each of the Area A news for eel! and Its reapsetive heirs, successors and assigns, does hereby establish and grant non-exclusive reciprocal easements over sed aerees these pertiona of its respective Parcel from tims g to time imprawed a" maintained as driveways, traffic aisles, drive aprvns, entrances. exits* and actor vehicle perking areas, sidewalks and pedestrian pathways (but not the "Truck Alleys! as hereinafter deflnad), for the use and benefit in ; .1 coeaom with all of the Area A Owners and their respective bells, successors, assigns, agents, employ"Of tenants, snbtenanta, Customers, licensees, concessionaires and Invite" (the "peraittess"1, gets 11) pedestrian and vebicu- " lar access, insrese, agrees and travel purpose$ so as to r . ream 0 the afreeeg flow of Vehicular and pedestrian traffic pheotbl= ii�1hts-Of-w"Sy adjacentch of the Owners' toratheproject Parcels, thdedicated e "Paseo copistrame las hereinafter defiaed)s and (ii) the parking of +. : meter e.hicles within the parking areas from time to time andmaintained such use the Project to this Agreement (the Reciprocal Access and ntThat portion Project subject to beeipraatlAccess dPking Basemeatssall be heoin after referred to as the "Parklno Lot." The Parking Lot spall be Loproved and maintained in the manner teeluired by Pargraph 2.4 below. 3.2 Stretcher aid Seaside, or t e ves a their respective heirs, successors and assigns, do hereby establish and grant a non- amasses" easement for private Street purposes over and "toss those portions of their respective Parcels located withis that pertain real ropertr legally described in the attaches Eshihit"Ni and her to as��prtots-hoe d m area as the site—p an aeeaehed hereto es S1 r and mode a part hereof (the -Site Plan')# and hereinafter referred to as ;"!pace Capistrano", sot the use and benefit in common with ' all of the Area A Owners and their respective Permittns (the U,. •Paseo Capistrano Easement-). Paseo Capistrano shall be Ssprowed and maintained in the manner required by Article It C beim. g 1,7 Stroschar and posting. for themselves and the r respective heirs. suotes- qy' acre and assigns* do hereby establish and grant non-exclusive r eassments over and across that portion of their respective a Parcels within that certain real property legally described In the attached Cxhi6ik +c• and made a alit hereof and hereinafter referred to as the •Ease Truck Allay" !or the use and benefit of the Area A Owners and the respective helmsf a suetessers, essignst agents, employees, tenants, subtenants and concessionaires, for the accaas, Ingres• and agrees of delivery and service trucks and vehiclhs and temporary ' parking of these delivery and service trucks and vehicles M, delivering goods and materials to the building improvements abetting the East Truck Alley !the -Zest Truck Alley E.e.ment•1. Doering.. PCLp and Seaaide, for themselves and their ranpeefive heirs, successors and assigns, do hereby establish and grant non-exclusive easements over and across that portion of their respective Patcels within that certain s teal prloLperty legally described in the attached � .;iron her* d benefineftet of the Area AhOwnerstand their*res�peictiw Wrap successors, assigns. agents* employee$, tenants, ?.' ; . subtenants and concessionaires, for the access. Ingress and prose of delivery and service !tucks and vehicles end ttsempprpryppa&rkihq of !lase delivery and service trucks and eahiClea deliverinq goods and materials to the building „ Tis abutting the last Truck Alley (the 'Kest Truck Al ey Easement•). The Sant Truck Alley and the Nest Truck Alley shall be collectively referred to herein as the "Truck ' Alleys.- The Zest Truck f11ey Za$ement and the West Truck 4, Adel Easement shall be collectively referred to herein as tba 'Track Alley Casements." Each of the Truck Alleys shall be dmpewved is the manner required by Paragraph 2.9, and used taly is the Manor permitted by Paragraph 1.2 below. 1.4 Zaoh of the r Asea A Ownessr for 1Lea1 , a Ira reapeCtive balsa, auCCes-11 sets and assigns, does hereby establish and grant a non+ portion of its resespective pastel within that lssive easement uer over $certain rosla grope ty twenty k 439) foot to width# the Centerline of which is legally .: described in " attached hereto and made a part " 4 Mrsof, apd damp ct on •, attached hereto and rw soft a part hereof, and heteina ter re etted to as the "$torn :fir 'brain "Sament Area** for storm drain purpoaest including, bat let 1inLOsd to, the operation, maintenance, moditicationn repair of rtplaeoseht of storm drain pipes. eateh basins, .'.; Nkafelear sea other underground facilities +rbLeh shell tie + 101tC asd/er Oonnect with the storm drain facilities on that Cartels real property adjacent to the "eat currently wood bit' UsDepartasnt of Transportation of the $tate of Callferats 1•Ca1 Traas")# for the sea and benefit in common with seek Of the Area A Owners and their respective heirst sueeasaers and assigaa. with the exception of manhole eoeerat gutters and earth basLna, ail such storm drain facilities shall be located undergrousd and beneath the ' sszfan of the Storm Drain Zasement Area. 2.3tach of the Ate& A •� Owners, for itse !, an t , ri- —*ptollve hairs, successor* and $$signs, does hereby establish and grant a non-exclusive -3- .. M�1,�UU„' ;tP• r.....n. it/b.'N/YIMYrI�.KM'r'Wi1F•rAO�M.�//��/+�VVy�� -a.. - •` euewlnt under, ewer, and •croft that Portion of it* raspec- tiw Israel within that certain real Pteparty twenty {20) feet in width, the cent*rlin* of which 10 legally described In Csp1►iL,L-yattached hereto and wad! • pact nersoE. and dep cted on j It "a-20, attached hereto and made a part hereof, and hlreinatter r*fsrred to as the "$ewer E•$lment Area" for fewer line purposes. Including, but het limited to, the operation, maintenance, medifteation, repair or t**pplae*went of a sewer lin*, manhole covers and other underpround facilities, as say be r*asonabl necessary to Orovige sewer service to the improvements within the Project, dot the use and benefit in common with the Area A Owners and theft tespeetlw successors and assigns. with the exception of aanhell .eovlrs, *11 such **wet facilities shall be located oft"rground and beneath the surface of the !ewer Easement Are*. 1.$ Ctroscher and teaslde, for thews! ves a their respective heirs, fucces- oars end assigns, do hereby establish and grant a non- esolotive Nsement under, over and across Men Capistrano for the operation, maintonanM, modification, r*pait or rt of underground *leetric, telephone. ether to *vision, water• gas to serve the building Improvements located within the Projeetp together with all lateral and/or Connecting utility systems, structures end lines for the sasK, tet the use and benefit in common with the Area A Owners and their respective heirs, successors and assigns. With the exception of manhole covers, all such utilities snail be located underground and beneath the surfae* of Paseo Cavistrafo. 1.7 4rant of Tefrerarw Cnntruelien fa••sefl. r•;x� $aasidep Deering and PCLP, for thoms*lvee And their re$peeL'I heirs• auceesfors and assig4a. do Metebp grant to lttoeeh*r, atM its !Kits. fuecessors and esslgns. agents, employeas and contractors temporary Construction easements yk .for the construction and installation of the private street #=osements and utilities within Paseo Capistrano, the storm drain. oatoc basin*, and other facilities within the $toren r•" Drake Easoment Area, the Sower lino and other facilities .w Within the Sorer Lfemeht Area, and the other tmprovemints sae her*lufft*r defined) over and across those portion* of ,) r" their respective Parcels adjacent thereto whir:% are M reasonably required for the construction of the $ams. 4 ARTICLE II �: •IspreveMwts as u Ms is oda 1 wean the privabi street w' is4twsafats and utilities within Paseo Capistrano, the storm ' drais, catch basins, manhole trovers# and the sewer 114* and otber facilities eegaired to provide sewer services to the p"JeeCto the off-site street improvements at the Intersection of see Capistrano and the dedicated public right-cf•way for a Del Obispo, Including without limitations grading, gutters and dral4agf, traffic signal, light standards, curbs, sldewalkf, landscaping and the asphalt pp•rvinq and those - portions of the old mission Orchard wall whicb shall remain within the landscape median strips within Pao** Capistrano. e 2.2tfi . .: stroschar she 1 cause the Improvements to constructed in i accordance with the lite plan and working drawings and F", -4- .. -- LJ ' ,Haar'. a.uti:vcarusnrw+wrwn�"ar. *Peeificalieas tot the Nmprovessnts ourtently on tile with the City of San Juan Capistrano and any other plans and spaCifications for the Improv mats hereinafter prepared by an architect or civil engineer duly lietnsed in the State of California, so as to provide (a) two-way ingress and press bet'-sen the dedicated public right-of-way tot Dal Obispo ♦:. Stt"ty the Truck Alloys and those portions of the parking Let located on the Seaside PropoeftY, the BtcoscMr Property and the Deering Property, and (b) •tore drain and sever service to the building improvements within the project. The design sad construction of the Improvements shall be AV perlorase in a good and workmanlike Manor and in eempllance with all applicable governmental salsa, regulations, laws and orders, one such construction has COMe"ctd, it shall be diligently prosecuted to lien-free Completion, 2.3 Con nuc laA gists, All costs requited to cowl* the construction of the aWrovas•nts shall be paid by 6trosobero subject. however, to the rigCt of Strceehec to receive contributions by the *that At•a A Owners in acdor- danee with their respective pro rata share of the "Construe- ties Costs• as hereinafter defined. The pro rata share of ,' the Construction Costs to be paid by each Arts A Owner, _ apectiviy. •hall be as fol3owar `•��'" � reStrescher - 31t d D ging iii PCLP - 231 aka- m Notwithstanding the foregoing, Stroseb•r and Seaside shall receive a credit against the pro rata portion of the Con- struction Coats to be paid by each of Chau. respectively, for Um value of that portion of their respective Parcels within Tom' ..• :t Passe Capistrano and subject to the Paseo Capistrano Easement r (%, in the following aum$! h - ttroschor $306.260.00 Seaside s20ay6l6.00 % Deering, Seaside and PCLp, respretively, shall each pay to Stroseh•r an amount equal to their respective pro rata ' share of the "Construction Costs", which Are currently ' estim ad to be in the sum of 011E pUMN E10N(TII-TMC 'i'(100SAM0 SEVE11 114pD1tSD fIXT!-M DOLLARS, ($1,062,161.00)0 on or prior foa'.•, , - to the date (the "payment Date") which is the first to occur #, of (i) the date a construction loan records against such owaer's Parcel, the proceeds of which are to be used for the z aemattection of certain lmprovaaeate to its Parcel of (Ii) the date grading permits are issu•dp for the grading of the 1040 of Such Owner's Parcel by the City of San Juan `Capi0tta a or (iii) the date six (61 months from the data of this Ayreueat. Mitbin twenty (20) dans of the *Cmpletion of ovaatseetlm+ of the 14prowesents and the Issuance by the Citz r4' of fan Jen Capiatrano of one (1) or more certificates of C(mr►letlaft for the ImproveaMnts, tc*eeher shall deliver to "ab of the other Area A Owners (a)gan accounting of the _ eatual Construction Costs incurred by Stroscher and the pro rats asmnt of the Construction Costs to be paid by each of the Area A Owners hereunder, together with tessonably supportive evidence of the 84M, and (b) an affidavit of - 8 roacher's general Contractor verifying that all bills for labor and materials have been paid in full and ,. unconditionally waiving all of acid Contractor's lien rights. ,,_ : Sbe items described in (s) and (b) of the immediately ¢: :a�•:.,r-yam.:� _ • '•(; ,',_ mac, � �8��8'L529 #/cedinng0 sentence shall hereinafter be ?started to as the $A;f p'Accounting-. In the event the actual Construction Costs exceed those paid, if any, on an estimated basis, each of the Area A Owners shall pay to Stroscher its pro tats •hare of „p such excess within ten 110) days of its teceipt of the Accounting. In the event the actual Construction Costs are less thea those estimated, within tan (10) days Of the delivery of the Accounting. Stroechor shall reimburse each of the other Area A Owners their pro rata shat* at such excess payment to the extent they have paid the some. motwithatasidng anything to the contrary contained herein each Area A Owner shall pay to Moocher its pre rata share of the actual Construction Costs as evidenced by the Accounting no later than the Payment bate. If any sums are actually Owed to seaside by reason of the amount of the Credit (which credit seaside in entitled to receive pursuant to this paragraph) exceeding the amount of the pro rote share of Construction Costs to be paid by Seaside# as provided k .4 bereln, Stresaber shall reimburse seaside such suss# within r? twenty (20) days of the final reconciliation of the actual ?" Coostructlon Costs to be paid by each of the Area A Avers bet"rA*t as "Iden-cad by the Accounting, and the receipt by f,.a.. Moocher oochrs heerseou�fms the sum payable by all of the other Area A ya Z.aTh! CwLeif "Coast ru*ti0n t's" a• used herein • 11 mean (a) all reasonable and necessary direct and indirect costs incurred by stroaeher for the deign. grading# labor and materials %and in connection with the design, installation and Construction of the Improvements (including# without limitation, engineering and architectural refs and building permit fees• construction loan Interest and points and a managameat tee and incidentals in an amount equal to eighteen percent {lit) of the total Construction Costs) and tight-of- wow acquisition fees for Pass* Capistrano in a sum not to axomed PICS 50107M ELZM TSOCIAND ONE SUMOM EIOETZN DOLUM°- ' (paid�ltloo�ttcoseherc and aside aIn the acquisition of fees T credits provided in Paragraph 2.2 above) less 1b) the wm of ONE =NNW THOUSAND DMWtS ($100,090.00) which the City has agreed to pay to Stroscher pursuant to a separate agreement. 2.5if a mechanic's lien claim shall at any time b• f 1 against all or any portion of the Project arising oat of Or resulting from any work to be performed by or Under aA} Ares A Owner, such Owber shall, within thirty d ; •• (70) • attet the a*tice of the filing tbareof# pay or bond ± y each Tian as required to remove such Pian from such real r property. e r� 2.6 maiee4aeee af pa ee miser ee, Wencher shall malataia all the private strait and main utility Improvements `.•�T : ': ^d' within Paseo Capistrano# including without limitation the old Mission Orchard wall located within the landscaped median at Paseo Capistrano, but not any lateral lines, Ronne*tion• *Wot utility motors servicing less then all of the Percale of the Projectt in a goon, clean and safe condition and repair free of a debris. Utility lines and conduits within Tris*Capistranno~be z: repaired shall as notify sttescher in writing and, following Stroacber•s reasonable determination that the main Utility linea within Paseo Capistrano, as Opposed to any lateral line servicing any individual Parcel flood to be repaired, n $tree*her shall, except in the case of an emergency which shall be repaired immediately, repair such utility lines and 'a -c- conduits as aeon as is reasonably possible, but in no event later then forty-five (451 days following its receipt Of such notice from any owner. Notwithstanding anything to the contrary contained herein, Stroseher+s obligation to mate repairs to any utility lines shall be aubyeet to# and only to the extent permitted by, the rules and requlations of any applicable public utility company, the City or other regula- tory or governmental agency and in the event an assonant is granted to any public utility company for the maintenance and/or operation of any such utility facilities, Stroscher :War be tallow of its obligations hereunder with respect to such facilities. Each owner shall maintain any lateral connections servicing the Improvements on its Property in a manner so as to not interfere with and/or affect the opera- tion of the utilities within Paseo Capistrano and/or the availability of utility service to the other Parcels within the Project. 2.7 meieteeanea Ceuta, Seaside♦ PMP and Dearing Mafa shall pay to stroseher an amount ""I to twenty-five " tesat (2S1)_ of the •halatenan*a Costs" tae bot*inafter ppee Aefiaed) incurred by Stres*her to maintain the improvements `. : within Passe Capistrano. The term •si,intanance costs" as asad herein shall mean and rotor to the following! , > (i) all premiums for insurance on Paseo '0 Capistrano to be procured by Seaside and strosch*r under a. Paragraph 2.11 below, and all costs to maintain, ; operate& manage, repair and replace the Improvements 3y from time to time located within Passe Capistrano, , Including, but not limited to, re-sealing and resurfacing the asphalt Pavingq, lighting costs, water costs, utility costs (includlaq the replacement and repair of any main utility lines or conduits, but net my *eats associated with repairing any lateral lines, .. waters or other facilities servicing lees than all of + - y.- the Parcels in the Project, which shall be asinealned y . : . and repaired by the owner of such Parcel in accordance ' s with the provisions of Paragraph 246 above), landscap- + .: Intpge gardeninve --a Ing and cleaning, management fees ti and charges, area sting charges, depreciation or rental of egsipmeat, if any, reasonable reserves to anticipate y., saitaaaespo" tures and repair, and pereonnal' used in tioal (11) All *cats to supervise and administer the selatesaiMe and repair of the Maprovements within Paseo Capistrano, lneluding later, payroll and taxes. said ,;r oasts Ghali incLada such fees as Y be paid to a third party is eemseetiom with such supervision and administration and shall include an annual fee to Stro**ber to supervise and administer the sera in an .� d amount ""I to fifteen Percent (1S%) of the total msinteaance east* described in subparagraphs (i) and " u (ill) for the than current calondsr year attributable to peso Captstranos ` (1111 Any utility charges, regulatory tees or other oasts levied or assessed or imposed by or at the direction of, or resulting from statutes or Mq"Ations prnhalgatthe use ei Paseo governmental espistlanal agency in connection (iv) All real property taxes and assessments alleeable to pas" Capistrano. in the event Pass* Capistrano is not separately assessed and the taxes and ;T "a" to encumbering Paseo Capistrano also encumber `i 8- 2 ,._ coal property in addition to Paseo Capistrano, the portion of such tax assessment allocable to land ' (exclusive of any tax on improvements and/or personal property) shall be allocated to Pass* Capistrano on a per square foot basis. SLLeaehet shall estimate the total anticipated Maints- eance Costs attributable to Paseo Capistrano each year, and advise the ether Area A Owners of the amount required to be paid by such Owners for such year no later than March 1 of oath calendar year, except for 1969 which costs *hall be *stimated b7 Stroacher by written notice to the otter Area A Owners on or prior to the delivery of the Aee*untinq pursuant to Paragraph 2.3 above. At any time following the delivery of the estimate of the total anticipated Maintenance Costs attributable to Paseo Capistrano, ttrosehet may revise such estimate by delivering written notice of the am* to each of the Ar** A Owners. Each Of she other Area A Owners shall pay L .. to Stroeeher en a 4r4arterl7 basis, in advance, connncing on ? the date thirty (30) days following Its receipt of such written sotice, twenty-five percent (299) of the anticipated Maintenance Costs_ estimated for the then current calendar rest or written notice other Stres her itoethe Other as is established s. If n et any ties Strescher shall revise the estimate of the total Maintenance Costs attributable to Paseo Capistrano# each of the At" A Owners *hall pay to Stroseher on or prior to the date their next quarterly installment is due twenty-five percent (M) of the anticipated Maintenance Costs as revised b7 Stroscher for the then current calendar year plus an *Must equal to the twenty-five percent (251) of the z dtff*m*Om between the Maintenance Costs as initially estimated by Stroscher and as revised. Within sixty (60) 4076 following the completion of each calendar year (or such Other fiscal "est as may be established by Stroscher), Straeeber shall dell-or to the other Area A owners an f aeeopetisg of the ac.ual Maintenance Costs attributable to Passe Capistrano for the year period then ending, and the y., .; Corresponding pro rate share of said Costs to be paid by each of the wraa A Owners. In the *vent the actual maintenance Cp6tS aro less than the estimated Msioteaaace Cbsts, each of the Area A Owners shall receive a credit against the suss then required to be paid by it for the than current fiscal Tear is as asesht equal to twenty-five percent (251) of such 6Q, excess to the extent such sums vete actually paid. in the event the actual Maintenance Costs are greater than the estimated Maintenance Coats, each of the other Area A owners slali pay to Stroseber an aWant equal to twenty-five percent (290) of toot difference within too (101 days following its +•«< receipt of such accounting* Zs the event of damage or . 4sSttuetlos to ally of the ieprO"MOto located within Passe :r•1z '`; Capletteso, Stresoher shall cause such daeege to be repaired er reeeseteaCNd, provided the ether Area A Owners shall each r s pal to itresoher twenty-five percent (251) of all costs and expenses tegltited for the repair or restoration of the dee89e4 Zeprovetents to the extent the Insurance proceeds are either ISSuffiClent or unavailable to repair and/or , •�:. reconstruct the same. kd 2.6 conaxtuctino Pesch of Lhe Ates era, er too f and les reapeetivi succossers and asslgas, *tail cause that portion of the r Parking rat on its respective Parcel to be improved and ^ maintained so that that* is a sufficient number of parking "* stalls oa its Parcel to meet the requirements for such parcel imped l b tabe City of San Juan Capistrano as a condition to g g beg opeent entltleennts for such Parcels provided, ^ 89- 6Z52,9 „ however, in no event shall any Area A Owner rely open It* use of any parking stalls on the Parcel of any ether Area A Owner in order to satisfy the rpuiraments for its Parcel lmpesed by the City of San Juan Capistrano and/or in determining the square footage of building lmprovlmene$ for Its Parcel. The parking lot improvements upon each parcel shall be constructed in accordance with the Site Pian and plans and orpeecifie•tiens for such work prepared by an architect or civil engineer duly licensed in the ftate of California. The desigh and construction of the parking lot improvements $hall be performed in a good and workmanlike manner !n compliance with all applicable governmental rules, regulations, laws and orders. When such construction has eemmenosd, it shall be diligently prosecuted to lion-tree completion. The Owner of each Parcel shall have the right to raaodal, alter, relocates reconstruct and/or change the improvements, including the w parking lot improvements in, on or under its respective Parcel. The Owner of each Parcel shall Cause the = Improventnts to the Parking Lot on its Parcel to be = maintained and repaired, at its sole cost and expense, in a p good. Olean and safe .condition and repair, free of any debris. notwithstanding the foregoing, the owner of each Parcel shall cooperate with the Owners of the other Parcels ri • so that any such maintenance and repair work Is psrtormld !n a manner so as to present the appearance of a unified effort .j and so as to not unreasonably interfere with, increase the Oust of, of tender inefficient the maintenance and repair work performed by the owners of the other Parcels. z.gema . Ettoschlr a Deering, for ehe vee a their respective successors and assigns, shall each Cause that portion of the ; . •: East Truck Alley On its respective Parcel to be Improved and maintained In acoerdanee with the sits plan and In a manner to as to provide two-way ingress and egress to and from Passe Capistrano and the laadinq docks and other service entrances "c to the roar Of the buildings abutting East Truck Ally. Oearinq, seaside and PMP, for tbemselves and their respective successors and assigns, shall each cause that portion of the West Truck Alley an their respective Parcels to be improved Aad maintained In accordance with the Site plan sad In a masher so as to provide two way Ingress and ' " !tress to and from Paseo Capistrano and the leading docks and other service entrances to tree rear Of the buildings abutting On Wast Truck Ally. The design and Construction of each TreOk Alley shall be performed In a good and workmanlike saianero is compliance with all applicable tevernment*1 sults. �. rega3atleas. laws and orders. WMe such Oonstrcatioa has ; •';; �. eCmasnaaa0 It should be diiitently prosecuted to lien free s' R , Completion. TM East Truck Alley shall not be relocated or � ' rsdnlaad to size without the prior written approval of strosaber and Deering and the West Truck Alley Easement shall e, not be relocated or reduced in site without the prior written aP"al of PCW, seaside and Doering. Any Owner desiring to ws re to and/or reconstruct that portion of a Track Allay On It$ Parcel shall deliver to all of the Area A owners whose approval Is required to modify such Truck Ally a proposed revised site pian Illustrating the proposed relocation and/or dlMCsions of such Truck Alley as relocated and/or Fx, reconstructed and any Improvements to be located thereon, and- the proposed plans and specifications for such improvements prepared by an architect or civil engineer duly licensed by tea.- the state of California. Within thirtyr (30) day* of receipt of such site plan And plans and specification, each of such Area A Owners when: Appreva! is required to modify ouch Truck Alley shall approve or disapprove of the same, which approval may be withheld at such Owner's sole discretion. In one _ =.cmc=_. -:lYtl.•L'vi•.R-,..vuaw�--+.rRrw.iwr�r,ri�lr•u�.rrr�ow event say such owner should fail to appeeve of any proposed r " plans within said thirty 1301 day period, 1t will be deemed r to be" granted its approval. In the event of disapproval, such Owner shall specify in writing to the Owner of the r Parcel requeetiaq such approval, the grounds for disapproval, if applicable, and the manner in which such plans tray be modified So that the fame &hail be capable Of eppreval, 2.102mcant RA seaside covenants a agreesp for itstlt a its successors and assigns, for the benefit of each of the Area A Owners, and their respective heirs, successors and assigns, to cause that pectins of its Parcel and the Strosoher Property, if any, depicted on the site Plan as the "Mission Orchard Mail Vleeing Arms" to be improved and maintained so as to provide pgblic access and viewing of thatportion of old Mission Orchard wall currently located within the Mission Orchard Mall viewing Area. Such Improves at and amintenance shell !seclude without limitation any work of rehabilitation required in order to preserve the structural and historical I "city of the Old Mission Orchard wail. Any costs associated with such improvement and maintenance shall be rp&id by Seaside and/or its Successors-in-interest. The foregoing Covenants shall be enforceable as covenants running with the land and as equitable servitudes. 2.11 JAUXAM. Each of the Area A Owners with tmspget to that portion of a Truck Alley, Parking Lot and pass* Capistrano located on its respective Parcel, it any, Shall maintain or cause to be maintained, Comprehensive public UIT oo poiiarsf1$1,000.000 00)In An single loss i ittfor bodily injury and property damage liability per Occurrence. Upon written request, the insuring Owner shall provide the other Ares A Owners witi4 a Certificate of Insurance ewideno- I"nq the insurance coverage to beprovided by such Owner. Said Certificate shall be addressed to such other Ates A Owners and shad evidence that said Owners are honed as additional insureds under said galleys and such further provide that said policy shall not be terminated or amended 3y . without the insurer endorsing to provide at least thirty (301 days prior written notice to such Other Area A Owners. Sold Assurance gull contain a "aeverabilirf of interest" endorse- most, or the equivalent thereof. which shall preclude the usurer from denying the claim of any insured because of the '.megligeat sets at Omissions of the Owner of such Parcel, the Owner of the other Parcels, any additional named insureds, or smr other party in interest. The insurance aha11 be primary spa met Contributing to or in excess of any insurance the Coast of the other parcels may carry. ' V AATICLS III ate=-or aAs�Ps�r: 3.1 asft_ p The MSements established and Treated herela sha�sed in A meaner so as to not Unseasonably interfere with the on and enjoyment of the Wilding lxpr*vemests on any Parcel by the Owner thereof or its Peraitten, The right of any *what and/or its Permittees - to use any portion of the Parking Lot located on the Parcel .Of any other Owner shall commence upon the later to occur of �- (i) the completion of the construction of the improvements to "such portion of the Parking Lot or (iii completion by the Owner desiring to use such parking loot of the improvements to that portion of the Parking Lot located on its Parcel. ao r-, �t 716 t e^ wall# barriero building or other impediment shall be erefted ' or maintained upon any Parcel whien would hinder or Impede the use of the Parking Lot provided herein by the Owners of the dominant tenements or their respective Permittees. No owner sh411 charge or permit to be charged any fee fat access . :." over and across any portion of the Parking Lot. The owner of each Parcel with respect to the Parking Lot on Its Patavl may onset from time to time any reasonable rules and regulations consistent with this Agreement pertaining to the use and operation of such parking area, and the other Area A Owners shall frmply with and use reasonable efforts to cause their respective Permittees to comply with such rules and regulations. In no event shall any owner and/or its t Peraitteee use that portion of the larking Let located on the Parcel of any other Owner for the ingress, *gross and access and/or parking of delivery and service trucks and vehicles. Raft Area A owner shall cause its respective employees and a the employees of any tenants, subtenants or other occupants of its Parcel, to park their motor vehicles only on such Owner'.a Parcel and it necessary shall establish and designate • from time to time a portion of such Owner's Parcel as an k' employee parking area. w 3.2 k Aliws. The right of the Area A v: owners and/or t aIr respective heirs, successors. assigns, ' •'t', agents, employees# subtenants and concessionaires to use the ,o r. truck Alleys shall commence upon the date of this Agreements No wall, barrier, building or other impediment shell be erected or maintained upon any Parcel which would hinder or riapede the use of either Truck Alley provided herein by the W, Owners of the dominant tenements and their respective heitss y„ p sooeessorss assigns, agents, employees, tenants# subtenants and concessionaires ter the purposes permitted hereunder. In no event shall delivery service trucks and vehicles be T ;a ppeermitted to park in either the Rast Truck Alley or the Oast Truck Alley, exempt for the purpose of loading and unloading tistd no soft temporary parking shall preclude the Ingress and r press of delivery and/or service trucks to and from Pass* Capistrano and any building improvements abutting such Truck ' . Alley. 3.3 tach of the Area A 4 .. Owners, for itself an Sts perm ttess shall cause Paseo ” Capistrano to be used in a manner so as to not unreasonably interfere with the ase and enjoyment of the some by any of the other Area A Owners. The right of any rimer and/or its Permittees to see Paseo Capistrano shall oosmence upon the ti completion of construction of the private street and utility Improvements within lases Capistrano and the satisfaction by West Owns, of all of its obligations pursuant to Paragraph 2.3 above. so Owner shall charge or permit to be charged any tae for aofess over and across Posse Capistrano, Tach of the Area A owners shall Comply with the reasonable rules and a... ragclations adopted by ltroseber with respset to the use and trfieelargltpIncluding regulations governing limitation ssdMtrian traffic and shall use reasonable efforts to cause its respeetive Permittees to comply with the same. !hither the parking of motor vehicles not the traction of any wall or barrier that would impede the free flaw of vehicular and pedestrian traffic along Paseo Capistrano shall be ,* permitted. N -lig .p« __- --r,Hr", `0 .....6 ....a ....,4s.h„•.,,,.'gay�Yl/yuyr.�Y�M�..�rww. ARTICLE Iv .,ems.,.•_. ,e 4.1 d�ht to cure, 2n the event that anyy Area A owner should fail to nilly perform any of its obligations under this Agreement and should such failure continue for ten (10) business days or wore in the case Of a failure that ;on be cured by the payment of money, or for thirty 130) days Of more in the ease of any ether failure. following written notice of such failure by any other Area A Owner. then any other Area A owner, at its option, shall have the right, s without prejudicep to any other rights or remedies to cure such default. In such event, the curing party shall be entitled, in addition to any and all remedies available at lav Or in equity# to recover from the defaulting party all costs ms incurred to cure such default. Any such sum poyable pursuant to this Paragraph shall be due and payable !live (3) days following receipt by the defaulting Owner of a written demand fo_r su_eh payment. Netwithstandinc the foregoing, If thenatureto the payment of such failure Ispsuchrthat emoretthan thircannot ty 430) days aria reasonably requited for its cure in the exercise of due diligence, then the party failing to perform its Obligations hereunder shall not be in default it Itougoo ' o cure such ailure per sodte thereafter. (diligent 7 within prosec prosecutes !cure (of) day sucht` failure to completion.- e.2 Creation of Lion -And PaeaehLl Lhahility, All so= payable by any Owner hereunder# together with interest thereon at the rate specified below, costs of collection thereof, lot* Charges provided herein, and reasonable attorneys, fees shall be a charge upon the Parcel of the Owher responsible for e! paymente_ thereof, and shall be a %Lou shall became weffectp ive oponsthe,reco dation of ansuch d Notice of Claim of Lien in the manner hereinafter provided. All egos payabli hereunder, together with ouch interests, costs, late charged and reasonable attorneys' lees shell also be the Personal obligation of the Owner of the parcel at the time gben the sums became due, and shall bind its hairs, devisees, ppeersonal e*pseseneativea, successors and assign$r provided, keeewer, that the personal obligation for such sums payable by suck Oscar $hail not pass to its successors with respect _.i .. to the parcel encumbered by Said lien, unless expressly assgsmI by them (!t Ming understood, however, that the lien etfacted agalest a Parcel bbyy recordation )I a Notice Of Claim Of Lien shall ruin is lnll !ecce and *free! following any eosweyanee Or transfer Of said Parcel er a change in the ownership with respect to said Parcel. 4.2.1 upon recordation of a Notice Of Clain of Lien against a Parcel, such lion shall constitute a lien on the !e* estate in and to said parcel prier and superior to all Other aanetary liens, except (1) all taxes, bonds and v. .. dssMslasts and other levies which, by low, would be superior thereto. and (Ii) the lien or charge or any mortgage or dead of trust then of record made in good faith and for value, it Ming understood that, with respect to said monetary lions, the priority of Shy such liens shall dot* from the data of recordation of the Notice Of Claim Of Lies. e.2.2(s) If any such sum or any portion thereof is not paid within thirty (30) days after its due date, it shall bear interest from the due data at the highest rate then permitted by lav under the Circumstances and. in -12- AML . ,yam ?'. 7• s ' addition to all ether legal and equitable rights or remedies, ;a l' the Owner entitled to such payment may. at its option, bring so action at law against the party personally obligated to pay the saw to collect the delinquent sum, the accrued interest thereon, the !ate charges as provided herein, attorneys' fees, and Other costs, expenses and daMges (and such action My be brought without foreclosing Or waiving any lien securing such swunt)t or, upon compliance with the notice previsions set forth in subparagraph (b) below, said Owner any foreclose the lien against the Nreel subject to such dalinquemt amount, and there shall be added to the ameant at soca delinquent sum or any portion thereof the Interest thereon, said late charges, and all costs and expeasa, Including* but net limited to, lien fees, filing costs, and reasonable attorneys' fees Incurred by said owner is Collecting the delinquent suss. In lieu at Judicially fereelosing the lien, such Owner, at its option, soy ` . foreclose said lien by preceeding under a pow r of salt as .,, provided for in subparagraph (C) below. ,. 4.l.2tb) No action shall be brought to foreclose r« ., t1W lies, or to proceed under the power of sale until, at lest thirty t30) days attar a lbtlos Of Claim Of Lien, worsted by the Omer entitled t0 enforce such lien, has been rederded, said notice setting Earth the amount clelmad (which ma include interest as provided foe above, expenses of coilsetion, laeluding reasonable attorneys' fees and accrued late payment ohar s), a good and sufficient legal deeerip- �. .. ties of the parcel against which the lien is to be recorded, the Sere of the record Owner or reputed ownst thereof, and the Sams and "areas of the Owner entitled to enforce such K- lies as claimant. A copy of said Notice Of Claim Of Lien shall be deposited in the United States Mil, certified or e; registered, with postage prepaid, addressed to the Owner of the Parcel subject to said lien, using the address of said r Parcel, or using such ethic address at My have been previ- agly given in writing to the claimant by such Owner. 4.2.2(0) Any such sale provided for above shall Tog conducted in accordance with the provisions of !action 2924 through 2924th) of the Civil Colt of the state of a. California, applicable to the exercise of powers of sale and mortgages and deeds of trust, or in any other manner per- ;N. t}.. mltlM or provided by lar. The aver entitled• to enforce $00 lien, through Its duly authorised agent, shall have the x . ' pear to bid en the Parcel at the feraelosure sale, and to &spite and hold, lease, mortgage and convey the saw, 4.2.2141 open the timely csrihg of any default fit 11blCh a Notice Of Claim Of LSen under subparagraph (b) of this Paragrapb 4.2.2 was recorded, the Owner entitled to '. eafoM ageb lien to bereby authorised to record an appppsoprS• st ate tolease of Such notice, upon psysent by the do aulling Patty of a raasoesble fee to be determined by such owner to COM the oast Of preparing and regarding each telease, * geem It the name sb6V With the hill of any nbe" incurred (Including, but (,- Dot llaitad t0, reasonable attorneys" fees). �� but u; e.2.2(e) The lien and the right to foreclose and Mle bereander shall be in addition to and not In substitu- tine Of any ether rights and rowdies which the Owner entitled to enforce such liens, and its successors and :. sasslntaay have as a matter of law or pursuant to any ether "reagent. °i -13- - F. Imn -rerminani• Aaiawat. No breach e1 the pro- 4.3., .. '..,.. •telcos e! this Agreement shalt Mtltle any owner Or any ."; party to cancel, rescind or otherwise terbinate this Agree- "' nentr but each limitation shall not affect. In any manner, any ether rights Or remedies which any party may have P _ hereunder by reason of any breach of ehe provisions of this Agreement. No breach of the provisions of this Agre*mant shall defeat or render invalid the lien of any mortgage Or dead of trust made in good faith tot value Covering all or y. any parcels within the Project and/or improvements thereon. 4.4 t t� of the faae•ant•. The easements t.: granted heroin shall run with the land and shall be appurtt- nent to thedesignated dominant tlnement of such easement and shall be a burden against the easement areal so described as + ` `... . .r the aervieat tenement. The easements granted hetero shall net in aq way be construed to be an easement in gross to the ;. bolder of legal title to any portion of the Project of to any ai; other perren or entity. 1. 4.9 Nothing contained in » a„ this Agrawne she 1 be deema to 6e �a gilt or dedication of r� a" portion of any easement area described herein to the . . general Vablic or for the general public of for any public purpose dbstxmver, and this Agreement shall be strictly limited to and for the purposes expressed herein. 4.4Not A Grant 01Nothing Con- tamed !n eels Agreement anal be • to coney to any ., Owner, Its respective heirs, successors, assigner agents, ovieyees, tenants, subtenants, customers, licensees. con- .. , ; cessicoaires or lnvitees a right to use any oasneent granted ., herein superior to that of another Owner or Its netts, �`..v seecessofa, assigns, agenta, Nployees, tenants, subtenants, ewtomen, licensees. concessionaires or ifwite*s. The ` Oumrs aakoceledge t.sat the easements granted herein are for 4 their aemsou benefit and the common benefit of their respec- tive &peat*, employees, tenants, subtenants, customers, licensees• coacessionairpeesc os invitees. The Owners for a�rigin&"I and Ball trightsinot successors nd granted heroin Including without limitation (a) any and all rights . .i•' , g :: which are not directly incompatible with the easements frosted herein• and (b) the right to grant easements or f. lcemoo the use of the easements established herein to other third parties over, under and through the easement areas ;. �. :. ',� described herein, which are consistent with the easements^ ' granted *oder this Agreement, ineluding rights-of-way for „£ s similar .use and utility easements. tach Ower, sof itself and its respective halt*, suooesects and assigns, Covenant to amt reasonably se as to minisise any interference with the " other's we Of the easMents grRnt:*d herHs, hbtwltbatanding the foregoing, each Owner, for ilseif and Permittees, acknowledges that from time to time such use and/or the 3,, ibgre** to of press from the other's property by way of the '' cotruatsiogranted ap reconstructioin n, mainbe tenance or repair by one od as a result f the owners to its respective w Parcel, isah Owner, !Or itself ^ and its Permittee!, expressly consent* to such interruption ".. sod ackaowiedges that the other Owners, heirs, successors. eseigas or tenants shall In no event be liable to such Owner or its Peralttees as a result of suchinterruption. Eseh Owner pen reto construct, reooastruot, maintain or repair, a^x or cause the construction, reconstruction, maintenance or F+: repair o!. Its Parcel and the improvements thereon to be performed expeditiously and diligently to Completion and in such a manner so as to avoid interruptions and interference T� Continental Land Title company of au.er� tleIrtsUrar,ce Corporarion SubsidiaryDATE 10-19-89 THIS IS A T£LECOPY TRANSMISSION TO: COMPANY NAME ATTENTION BRENT OGDEN RECEIVING TELECOPIER TELEPHONE NUMBER ecn aoan THIS TRANSMISSION IS FROM TELECOPIER TELEPHONE 547-5139 TOTAL NUMBER OF PAGES (INCLUDING THIS FORM) 1 OF dn — PERSON TO CONTACT: STACEY PRUDEN AT (714) 835-7373 1015 North Mao Street. Sante Ana. Cah'ornia 92701 • PO Box 10100, Santa Ana, Cairrornia 92711 1714 $35-5575 IKD ii 1 F6,Cf'1 CLT __ - - - - --- k• `• r�` c t .. , ...+mai�w�awB...,. �./.�., T/f.MV to the maximum extent practicable with the Yse of the other �M owners• at their respective Parmittess of the easements granted berein. ° 4.7 ahandonm.nr of casements. The nen-ues Of any easrment area by the owners, their respective Permittees for * eensecutivg period of two (I) years shall be deemed eOnC1Y- siw idenrce of their ewintent to abandon said easement(s), provided that the Owner, or its heirs, successors and + assigns, upon whose Parcel such easement are* is located shell first have given written notice to the other Owners or their heirs, successors and assigns of its intent to d6elare an ab&rAk went of said %agement within thirty (30) days unless such abandonment is cured within the thirty (3 )da period. Is the event any Own%[, Or !ta r%spec i1 successors and assigns, fails to cute the abandonment following its receipt of the written notice within the thirty .ya;,y.•, .. (70) day period, than the granter of said abandoned easement, Or 1!s nein, fYCCessers and assigns, shall have the right, but cot the obligation, to declare the abandoned easement estiegmished and to quiet title to the same in addition to any and all of the remedies otherwise legally available. An Cwnerp or its heirs, successors or assigner will be deemed to have cared any abandonment only by notifying the notifying Ower► or its heirs, successors and assigns, in writing that the abandoned easement is still required for the Puposes for Af vbiah it was granted- A. 4.6 n.rat to of this Ae[eemtnt. uoept as Otherwise i6ed in Paragraph 4.7 above or in chis Paragraph below, y' esClk of the easements established and granted hereunder shall 'k. ''(: remain in psrpetuitys each covenant, restriction and t ooedltien under this Agreement shall be enforceable for the term of sixty i6e) years from the date hereof. At such time es each o! the Aero A owners or their respective heirs, seeessoors and aswigns, agree that on% or more of the 3, easements granted hereunder are no longer requited for the { perpeses for which they are granted, or that all Or any Of .`` t11e covenmats, conditions and restrictions are 60 longer necgsesry, the Area A Owners may elect to tgrminate all or a by portion of this Agreement executing and recording ss amenamt to this Agreement O mer a declaration terminating this Agreement in its entirety. 6,g �• The division or redivision of any } parcel within the project shall not be deemed a surcharge e! = =< the easemeats granted herein bo"fiting any such divided •;,y_ ;. �,c parcel and mid eaaementr Ghali at *11 times be appurtenant t0 each sad every parcel created by said division or redivi- i 4010 nom • Rhe patties intend that the eovemamtep con it ens an resttiCtione contained herein *hall eeeh be enforceable as an equitable servitude and shall e0artitsa a covenant, the burden *06 benefit of which shall j rum with the Land and bind suOeessive Owners all within the contemplation and fog the Purposes of section 1466 Of the Civil Cods, of the state of California and therefore declare that the covenants of each of the Owners herein to 60 or to refrain from doing something on each owner's respective parcel (a) are for the benefit of the land of the covenantee, (b) run with the land Of the Oevgnantor and the Land Of the 00►enantesr and (c) shall, except as provided in section 1466 r, of the Civil Code of the state of California, or as Specifi- cally provided herein sad notwithstanding the provisions of Section 1465 of the Civil Code of the state Of California, bgMlit of be binding upon each successive owner* during its v XT-1;-1 9S,9 11•JG '•!,, . �Y '.4:!itr�.khkSf71tteW � s '�ownershlp, of any portion of such land affected thereby# and a upon "an parson having any interest therein derived ICON any owner thereof. 4,11 attozners!we. in the avant of any dispute v•. w";'+: between the parties hereto lnwivinq eM performance or interptet•tion of the covenants or Cenditiona contained in this agreement or arlsinq out of the subject Natter Of this reeeoverntreasonaprevailing le v attorneys,1l tyfees, expert w ise entitledtoss. expeases, and costs from the losing party(les). 4.12 This Agreement shall be binding upon and inure to the benefit of the baba, succes- bore a" assigns of the parties hereto. It the evane any 3 party to this Agreement, of its heirs, successors and assigns, shall convey is fee lneeeest in all or any portion of the teeppeert affected herein. the Conveying party •hall be N auto macpcally Treed snd released Iran and after the date of stoat oemvey&no* of all ilabilltias, taepocting the perl0r- In this inname ag sOrussnt thareaftU onants or be performedltions with resppectnto the peeperty which is convayed. !t being intended that the restrictions, covenants or conditions Contained in this instrument shall be binding upon the owners of the properties Xlt afleoted hereby only during such time as they own the mama, prea16e0 that the Conveying owner shall remain liable got any actions taken prior to the date of the coavaysnce• . '; •.. e.....,.two of heeumenea. Been of the Owners and their respective hairs, successors or assigns agree to exeeete any and all documents necessary to ofIactuate the ' :. intent at the pasties hereto. { . . 4.14 llOU=- Any notice which either party may desire to give to tae other party must be in writing and may 4r be 91wn by personal deiivory or by mailing the sacra by registered or certified mail, return receipt regsested, Ni (except -for any notice to be given pursuant to Section 2.7 which me W 91wn by list Class mail) t0 the party to whom the notice is directed at the address of such pasty " partieslmay hereafter designate !at n such lin9s her addresses as the N P 1 SErosehess Stroschei Properties 31862 Del Obispo street, Suite 200 San Juan Capistrano, CA 92675 Attnt Theodore S. StrOSChet d Seaides Seaside Sangho$ s :. 1442 Irvine Blvd., Suits 205 ° Tustin, CA 92680 Attnt Bob Dailey Daerlag+ Deering Investment Company Vo Rasher Pacific Develop= Caipsny 4040 NaOArthur Slvd., Suite 314 :r Newport "Bob, CA 92460 pCLpt 1seq aCapistrano Ltd. Partnership it Irvine, CA 92711 Any Ratio+ given by mail shall be deemed given forty-eight ' (4071 hours after such noticeis eeirted inee�ge Dfuiiy i mail addressed aprovided* Postal*Status praip~id. � `N.i. `R , 4,13 lntssraties. All previous sgreesente and ntgotia- yc ; tions between the partite hereto rolatlnf to the subject fatter Of this AgroeMnt are merged Into this Agreement which is inteeded to fully and completely exprss the parties' 5' rights and Obligations. 4,1{ feverabilitr. 39 any prevision of this Agra*- ;r fent, or any portion thereof. or the application thereof to Any person at circumstances shall, to any extent be held Invalid, inoperative or unenforceable• the remainder of this AgreemQntp at the application of such prevision Of pottier thereof to any other persons or circumstances, shall not be affected thereby$ it shall not be 4e00" that any such i"Sild provision affects the consideration for this Agree- sent$ and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. and 4,17 This Agreement shall be con- ftrued goverae by the law O9 the state of California, tho State in which the said pr rty is located, to the Jurisdiction and venue of each of the County of Orange to who" the courts the partite hereby age" to submit any y . claim or actions in the event of s dispute. 4,1tNothing in this Agra* - ;:.- meet shall be to make the parties hereto partners or joint venturer* or tender any Owner liable for the debts or obligations of any ether Owner. 4.1f Allandont. This Agreement say be amended, modified or toes nated at any time by an agreement in writing, ez*wted by and notarietd en behalf Of each Of the Area A Owner, of their fueOeswrs in interest$ this Agra*- A ; seat !ball not otherwise be amended, modified or terminated daring the term berw`. 4.20 �fy euwil Eertilieate. Open a request of any 7k prey bonmadec. seep of tag other parties shall execute a certificate eetwonly known as an "Efteppel Certificate" ovotalaing standard and applicable provisions concernstlq the effectiveness of this Agreement r which certificate shall be * aneeeted within a reasonable period of tima w as net to , ;, •r. n unreasonably, lnterlero with the purpose for which such it ._ oertifigte is requestgd$ provided that the party requesting _ , . loch eertiiieat! shall provide the form thereof and that any a lepl Costs reasonably incurred by the party receiving such rggeast in order to determine the appropriateness enerwf ;., ...,` : s)M11 be borne by the party w cegcesting the CertiflO40. tach Owner Shall be excused from y ppeerfoesi$p Sts ■ hereunder, exoept any obligation to fO sppey, is tM went and for w long n the performance of such o63igatlen is prevented from causes beyond the ? ? ressomble control of such Owner, including, but not limited >` top strike*@ adverse weather, eactbquakN, unavailability of N r. labor, ssterials, facilities, equipment or supplies, rules or rpelatiaup or orders of gevarimental agencies, riots, A iasurreetion, mob, violence, civil eeeaotion, wars and sets of Cod (financial inability excepted), whether similar or dSeaSsilar to the foregoing. i The waives by any party here of any Belau t e r ht shall not be elfgotive unless in writing. "a waiver o� any default or the performance Of any Coweaant of condition shall not be construed as a waiver of any future dtisult, covenant or condition. The consent or approval of any owner to any act or request shall not be tf i QST-�5-1'�89 11: 'c FFCM to gal" $"a Ow»r's fight to peasant of •!pees eR aq sabagwnt slailat Gets or repsste. ; Msl1tm# the parties berate have enseaked this Mteerrat oh tbe date GM yser Ritat *be" Written. slAO�C1 1110lO1'tl=sr • Callcorela gGaeral partne p v Lift eQ eetwo mit Cal partner ;; •pteosdtsN ifJlsSp! shmelma Glllorn!• eotvora i . iter ;iD ttst •seaside• 4 r RMifIt2110 I11ris1llL1r1 0011l1111l. G ?r pafteerabip r. Game& Partnewoe, OsaG[Gl hstaer s •saoriag• ' ' a (slgeaes[es eeetlasM on page 191 M ,. iJ a"1 jCT-:9-1K'4 11: CLT 1 OHM Y` t °y : tsi"atufto ftatltwd from pa" III tpar lm pap w'' t O tl Lf�7alt. plVtldlrt!' as*.r Its amanl all ltietrre Zllttrlw m. ltemamt �t - Ire smialnOr t µ r t! � i T �t- h[7-1'?-19EE .::47 F;Orl r.� +'rT11TC OT CAL1rma " OWNTy or CMAMa ) On the � day O! e� 1999. before A'. me# the ned, fined, • Notary Y c n a2 2 r uld state and County. personally appeared TNiDme personally known to m! (or proved Co me on the basis of satisfactory evidence) to be one of the general partners of RMSCM !NDPWTIss, a California general partnership# the general ppaartnership that executed the within instrument, and ''.. •eknewledged that suoh partnership executed the same. NPs=$ my hand and official seal. e.' u I iei Mur • ''•••"'. . iD ar Y 04' r: (PEAL) sTA'fm Or CALtpm2Ato aor�n+9 +t Door VML7 $9-48? 9 ne k. msMof 9rdmf do*9 scary am)on dir docoo t a w"MIS rmMmM D- ae iwe�tamry YiBFrva IP ��R it a M varve bud b ft, Il' •ednw+d+d Land nsr eoagenr .`J. - , sT1►Te or CALi90NilIA I es. COMM Or o9ANcs ) :I Oa the day or , 1999. before ms, the enders fined• a Notary e._ _n for uiLd state µy aad Casmty. personally appeared a" rsona o o s� o eractory evidence) to ' f the persons who exsosled the within instrument as the r president and secretary, on F. ��►szw SNKVDS, a ogalscorperatien# the eerporation therein named, and acknowledged to w that such -, corporation executed the within instrument pursuant to its byLsws or a resolution of its board of directors. MITNG49 my hand and official seal, _ or YblIc x 2 R 89-48252,9 base !4'AM Oy CALI}ORNIA ) on the day o! '�:nom for 9iiid ii°aei se, the ueders geed, a notary and County, personally appeared TOURrI t a. RnON67aa, :Z personally known to me for proved !o me on the basis o! satisfactory evidence) to be one Of the geneTal pattneTe Of '. __RC@CM pllMUMIM, a California general partnership, the general partnership that executed the within instrument, and acknowledged that such partnership executed the sass. ;V::,, NITMW my hand and official seal. ±.r WL t(SM) 11 �wifi:a+w i. Alan a? ChUre Nr2a ) a$. on the day of , lea9, beton the sndtss fined, a notary, c annfer said state and Couaty, personally appeared dNiTC> 1 S. TNONNON, person- ally known to me for proved to me on the basis o! satislae- .,, ' i tortyy evidence) to be an* of the general partners o! aTIM)pCNM pN0/alliii. a California general partnership, the general �a« ' partnership that executed the within instrument, and acknowi- y , adgsd that such partnership executed the same. ~ Ntssm my hand and official seal. y.4 a Y Not MN , solea 0/ Cm TYC 4" ) sr. pr the A& day of Ti+d , rfsa before r: y� tbs odds fined, a Notary u e, n a !or said stale am Ceraty, personally appeared , ecsons n o M on me slactory w d�' be the pereoas who executed the within instrument as the president and seoretary, on IoNsfam PAN=@. a or n a rporatien, the Will llalida therein dared, and aekaowledged to so that such cotporatioa .sleeted the within instrument pursuant to its a bylaws or a resolution o! its board of direeton. law 4', NITMLNa ey hand and official seal. asmrw ar u01.Lc M^s �r�.!'1e'•R.0•w iCYMIrrrliiYi+�w. .o-.rw.r.�..r hra ?i to" or COUNTor QmmM ) ' On the aa..•• day of r ISM before e• the end•rn•d. • Net Ary �n Or Haid State and Comity* paat rally sppoared rtes J , peremellp knees to e- Or Proved to me an tne e f wtlafaetosr evld-nee) to be an- Of the general partners of Stases uwswlIW1f t7olomtel. a prtnership. the general part- tAitblies prtfeiiiibla •the:ea tidithe�s•ne• at, and aeknovleApeO i' N t7 ad hone and offietal nal. ry 7"N � e2Mfi Cr CRLIM M ) CUUM or OVA= ) as !lN Skh day of Se •mbar )► . load before 3 111100 the hmesrTpn-d. a Not n�foo Emig stat• sad oeamty p Personally • ppr•/ . ! . ;�serasaalty ew..w. M M /w. wrw..- S• " apyeNMWT con 17361.1 d 1•welh at )w7 ihm the SWMI Nd ea die dermas to which Ob moron `!led • 'm a - �ibMr tEA Is tW Continental Land tft Couto" the U!"F IM, : Ty ruwu&46V &a a or Emla Stats ?V sae Coaatle Personally appared malty den zo So to M-as UND wellMGMw e aetery evidence) to be the :vi�� eeanneecal Pe stmers of WD* pmRi'w0 F# a ..;�; gil`f�emlaliNtee p"Worshipt the limited petMrshlp r.thereto Nod, aid aft--------- to m- that said limited :5. partmerehlp Oae-ated the dee. N. MslNIM q hes and offleial seal. Tit ti' � L .Ao,s c OkAiW - ' �a • eaarr • - ^^ ^^^ Je-s a. Okazaki i� .• f MI'.FR S 7AAZM1� rI�'twwM 1..1A1 OtYMMr•�.�.{r�w�sw aa• . Coom an the �me_ ""aur or , 1160• War* we the a"eravi •a. a sotery m` �(Ot sale state and County persaaelly appsared axles Jounsom , paroonallr kneed to N for pr s on the 611110,01 satisfactory widen ) to be one or the general partners of ' sss�is$ COMMIM a artnarship. the "neral part- .sarohip that onscat" the within instrument, and aekmwledvG tbst amok partnership executed the cam• Y NliNSN my band end official aed. if dgap-mop ,. ..� _ `ter) MMS S OR11UItl 7 � . `4• 1lorrngTt•e.YalAl Y1f k M fix the Sth dap or sa t•mbar . 1060. batare -'M& tho eadertriftd, a notice mazzo an Ong for said state sad paraeaalll ksnown to maoonaurd(Or pr mared proven ro s on • ! ikmatiefamteet e•ideo") to be am at the general partners of $n)fais iM6O"el! CORih1r# a partsership. the "neral partnership that mmae•ted the within instrument, ane eokn4wl- Od6" that Soft pertearship axecmted the Same. MMM b band and official Nal. �. "Mm or o>w6iffsi ) OS the aaf " . 10896 before tan maid a $et a a a st said $tate a" Csaaq. persoM�l� appeerM 'e meteor widosea) to be tSUPIMM SO NOW MiF he =w �omeeal rtaere of 011s$a Cspr$if1St0 tllO• 111st) 11• a Califaea" limit" tortroretiptt the limited ppaertutshi tbmia aumd@ a" amkaewled"e to me that uia limit partmerehip seNates %be same. minis q head a" official see1. k�. "tty .k^^ l.Qyll• ��• Faw.'wMM"IMI "as Law v Ck maki Loft uGKVM aa r il.smwl• ".:: .►0�IwIM M M.1 AQRESREM2 SE2NEEN ONNERI of LAMG ' - y�,or�.�r..wrr��eo De lTtft*PJL 9aOPIIl4Y She land referred to is situated in the Stat* Of California, County of orange, City of San Juan Capistrano, described at follows% All that certain real property located is the City of Salk Juan Capistrano, County of Oraftgep state of California, wbleb is Nor* particularly described as followas Parcel S as sham on Parcel Map recorded in look lo, 47 on Ook f parcel Maps, records of Orange County, California, that portion or pareel 1 as shown on Parcel Map �.r*ooadr ad 156, pages 47 and 40 of Parcel Map*. records +' ,ef 2414 Orange Conaty, described as folloves Beginning at the most Southeasterly corner of said Parcel 1, and running thence along the gpom boundary between said Parcel i and said Parcel 7, the following 1e: eates" and distaneess North S7" 34' 53" Fest. $2.15 - tests thence North 70. 34' 34" Neat,. 44.02 feett thence Borth $310 444 $01 Nast, 76.15 feet to the beginning of a Soft-taftgest curve, concave southerly and having At radius a of 660.00 feet, a radial line to the center of said aghei0 " Matt scehellong *the are soldcurvethhroughicentralaange o se 404 la", a distance of 99.69 feet to the past Southwesterly corner of said Parcel is thence leaving said convAm line and running Borth 9" 45' 57" Past• 7.31 +' p.,.. . . feett tbenee "nth see 14• 03" East, 299.00 feet to the Restart? boundary of said Parcel It thence south 9. 4S' $7" West, 29.97 feet to the point of beginning. Eeoh real property is also known as• Parcel 2 of Lot Line ;Adjntmnt No. 98-136/47 and 48-106, recorded September 7, 11M an rastrusWat No. 96-449378 in the Official Records of orasrge Coustyp California. 'y 'w ' 'YT.y Y• .n. +'fie.• � .. YC'tuw 4` rifV..l.. �S: l r A4 i. 4 a „y & 2O ACR =MT cEll oNRER9 or LANG r v^; TO ' ' AORtfMtNi SnWw O MIRE Of BAND TM lead referred to is 9itsetod it tht ttitieaef Gn xr: Celifera140 C ty of Oreap• City of ten JueR GP dooariYed as follower THAT 0017104 OF.LOT 31 OF TRACT NO. 103, AS PIR HAP RECORDED IN 90011 11, PAGE 31 AND 03 OF MISCELLANEOUS MAPS, IN THE OFFICE ri OF The 00UIT► RECORDER OF SAID COUNTY, DesCRISNO AS FOLLONSr OM10111110 AT THE Most NNTNtRLY CORNER OF LOT 33 OF SAID TRACT - , 1621 THONGS SDWTN 4T On. 1S' SO• EAST 105.06 FEST ALOIN THE M0ITIIWTEM.Y LINE OF SAID LOT 21 TO THE TIWt POINT OF 61010NINGS ,;: TM9MC!• MWJWJiM0 ALONG MID NORTHMSTtRLY LINE SOUTH 41 DEO. 'S' s:y ...;. •�006 EAST 609.01 Pt1TI THENCE MOM 40 090. 16' SAGT 117.00 P227 »7O TNG SOs11NILSTtRLY LINE OF TNt SOUTHEASTERLY PROLONGATION TMSMOI• OF INE LAND 96MI9E9 114 THE 0810 TO PAUL N. YWA 'J' MO KRTMA "WA. HIS WIFE. 88ING THE StOOND PARTIES "IRE:"* . :RlOORSM MAY IS, 1666 IN DOOR 1400. FAIR 114 OF OPPICIAL RECORMr INDIES ALONG SAID s011TNN"TERLY LINE AND THE SOUTHEASTERLY PRO- ,;>r. ;LeMMT104 THEREOF. MORIN 36 DM. 10. 19• Wast 451.4E P91T1 THENCE `. SWIM 9S SM. 9f' 400 NEST 1433.06 PEST TO THE TRUE POINT OF PORTION Of LOT 31 OP TRACT NO. 101. AS ►t* MAP R60DROND 60" 1/ PASS 06 TO IS. INCLUSIYI OF MISCELLANEOUS IMPS, TNS OPFICe OF ?Ne COUNTY macomR OP SAID COUNTY. OESCRie110 �,�7,: 's1►S POLLONNr ~ "MMIHNNING AT A POINT IMICH SEARS SOUTH 4? Coo. 16 EAST 1S1.0T � N7ET AMO IIOIIIN 0 DEO. $9' t0• tAt? 119.10 Fee? FROM TIS MOST . . ' MRTNSRLT MMN9ROF LOT 03 OF SAID TRACT no. 1071 TWORCI SOUTH y as ON. 1t• EAST 061.41 Pon ALONG THe NORTN9ASTERLY LiN9 a MIO Twit Lmes TNENCt MORIN 40 OPO. 16' EAST 116.00 PEE? Te AM MKS POINT ON THE NORINIRLY LINE OF SAID LOT 115 THINC9 „AALSW SAID NORTNpLY LINE NORTH 36 ME. 951 309 NEST 844.16 .t •:.Pptr 71481006 SOUTH 0 M. 99' 111• WIET 11$.09 PEET TO THE POINT PeRTON OF LOT 11 op TRACT me. 191. As ►eR MAP TH6[OF tt100ROS0 111 SOOK 11. PAGES is M $3 OF MISCELLANEOUS INN. IN 301 OF THE COUNTY DOW ORR OF 410 COUNTY. 096CRIBED " 9MIIMIING AT THE SOUTHWEST CORNER OF THE LAND ONSCRISEO IM 0990 f '10 EEFR000• INC.. "INKC APRIL 11. 1006 1M 9009 HTO. PAGE OF OFFICIAL RECORDS OF SAW OOUNTY. $ISMO A MINI IN THE LIMN OF THE NIGHT OF MAY OF THS STATE OF CALIFORNIA ' • 4=0 " CAMIM CAPISTRANO ON A MA► PILSO IN SOON it. PAGE 46 �;;... r. . IASMRDEL NAPS. RNOOROS OF SAID ORAMe OOIINTYr TN9NCe ALONG ;c;z •41,8419 . MSTIALY LINE. SOUTH 0 ON. if• W NIST SS-00 P69T TO TN6 TOM POINT OF 864INNINGt THROES CONTINUING ALONG SAID EASTERLY LIME• SOYT11 9 M. 06• SO• WNeT $0.90 ran TO ?NE MOST NORTNe1W sOOMSR OF SAT 33 M MIO TRACT MO. 1031 THONGS ALONG INE MORTH- MSTeRLT L:019 THEREOF. SOUTH 41 ON. 15' 00• EAST 10$.00 F99TN w, :.. . iTHISI N NO SS OM. 001 $50 LAST 142.01 PINT ALONG THE MOR7MNSST9ILY LIVE OF TNI LAND 06901119110 IN 0990 TO N9NHM C. TANFF ANO WIFE- %o R90011SS0 VSSINUARY tf. 1114 IN GOOK 4591, PAGE 06 OF OFFICIAL REDDENS THROUGH THE Twit POINT OF StSINHIM01 THONCE ALONG SAID ; LAST HER 10010 LINE. NORTH 06 089. 09' 800 WEST 153.06 h tf A.T9 7148 TRUE POINT OF 990INNIN9. 'yryr, sz(IfIT-Mo- TO e"TO AOR 9tR!= g S (e! BAND smst? lea JIORINIiMT SSll1iII1 ONSIRS or LAW !7N SEnG r!LlrtOE t0 to 01t1Uted in the stat! O! A 3esi0M is county e lanai Ora�t City et EAR Jws G�Pflteloe, TWOS$ PORTIOMS of LOT 31 OF TRACT N0, 102 AS SHOW ON A"MAP REGORGED IN ROOK 11. PAGES is To 1I INCLVSIVE, or MISCILLANSOUS NAM, RECORDS Of SAID ORANGE COUNTYI a k' Mimi" A7 TMe OUT NESTMLY CORNM of TNI LAND OESCRi10t0 ag IN TN OECD TO TME STATE OR CALIPOMIIA REOORON0 MAY s, 1907 1N ROOK 5900:" PAOt. 200 OF OFFICIAL RICOROS OF SAID ORANGE COUNTY. SAID POINT 102114 IN THE MUTNNSTMLV LINE OP SAID LOT, DISTANCB ' . MORTN 41 020. 31. 00' NEST 110.42 FEET PRD" TNI MOST SOUT149ALY ' .y COMM OF MIO LOT, AND MONISM* THROW ESUTM 41 0". $7' 40' f MST, ALOIN M10 SoUTNMtSTIRLY Lima, TO 7Ns MOR? SOUTHERLY CORNER OP TMI LANG OESCRIfES IN ?ME DIED To Swiss S. no" ANO MIPs Ix NUMBERS NAT 14. 1910 IN GOOK 0209. PAN III Of OFFICIAL RECORDS. SAID MINT 101114 1N THI WISTRILV LIME OF THI SAN We" P0161"AYs NOW NORTH 04 M. IE' 11' MST, ALONG SAID WESTERLY LIMB, .R. TO ?NI ROUTHEAST CORNSN OF T"I LAND VOU011910 IN PARCEL E IN TWO OLIO TO tOWIN S. ELDER AND WIPE RIOOROIO APRIL 29, 1000 to SOON $040. FADE 400 OF OFFICIAL RSCORMI TNINCs NONTMIRLY. 1` AOM We EAST$RLT 1111E OF SAID PARCEL I ANO ALONG TME EASTERLY LIMN OF PARCEL 1 IN MIO 0990, TO TNI NORTH LIST OF TNS LAND MODES90 IM SAID Otte, REGORGED IN GOOK 1900. PMI 100 OF OFFICIAL R #ODO M$ TWINNCE NOR! 09 Ott. OS' 00' NEST. ALONS MIO MONTH U11114 TO ?Mt NORTHWEST o011MIR OF SAID LAMOs TMSNCI SOUTH 20 ,. RIO. $T' t0' NIST. ALONG THE "ISTIRLY LINE OF SAID WOO, AND MAW VNI•IINS?$RLY LINE OF THE LAID OESCRIOBD IN PARCEL 1 IN THE OM TO . RONIN S. ELDER AND WIFE RECORDED JUN$ I9, less IN a.§M 1514, ►AOC 491 of OFFICIAL-RHO I N, 421.00 PBT TO AN ANOLS POINT IM TNI NpTtRLV LINE OF SAID PARGIL is TMINCI SOUTH 40 ON. IO. ON NEST. ALONG SAID NES?MLV LINE AND ALOIN THE MLOTIRLY LIMN OF SAID LAND 09MOISOD IN SAID OLIO REOOROIO IN 1000M 1000, ' PAM 100 OF OFFICIAL RECORDS. 25I.90 FIST TO TMt MINT OP 10t41NNiN0. y IUMPTIM THIRIFROM A PORTION OF SAID LAND ALL MIMSRALS. OILS. *AM AND OTHER HYDROCARBONS BY 101100106VER NAME IONONM MAT MAY n WITHIN pt 1/11DER TNS PORTIONS DP SAID LAND IIERStNAW4 OESONI*tD , WITHOUT• NOWEVER. TNN RIGHT TO DRILL, 0110 ON MINE 11111010011 THE a SUMACS ON TNI UPPIR f00 FEET OR THROWN TMS SUNPACI "SRI", M IMOE►TID IN INSTR"N" maps mSO in GOOK Set/, PMI Its, K:M;.ORON GREG. PASS 400, AND GOOK 0290. PMI $G/, ALL OF OPPIC14L T PUTEASEMENT` PORTION OFFLLOT $1 OF TOADY NO.t *t0011a?INIEA SHOWN .00N A NAP RROORDND IN 9009 It, PAGES EO TO 22 INCLUSIVI. OF MISCELLANEOUS MAPS. RECORDS OF SAID ORING$ COUNTY, LYSNG SOUTHEASTERLY OF TNR EASTERLY PROLONGATION OF AVINIM SOLONORINA AND NO "WUT90LY W PARCEL 1 MM61010tFORt IN 1 16ES. S0 AORSONBMS' S I MS OP SAM .V„ 89-482529 AGpacR §zjw to N? ONNm Of IAND OTT. " low p2wzw "a land reterred to is situated in the !tate of calitorals. Coeaty e! Orange, City of no Jsan Capistrano@ dePerihed as fellows: LOT 22 OF TAROT NO. lose, A9 SHOWN ON A MA► RtCOROIo IN 9001C 42. PACK 0 OF MISULANECUS MAPS, RECORD! OF ORAW9 COUNTY, . 6ALtP01111A. win" THE SOUTHIRLT 31.00 Fee? O► THEREOF. i; .!. 111059 PORTION OF LOT! -22 AND Ss OF TRACT NO. Its. AS !MOWN ON A MAP RRCMOto IN'GOON 11. PACES 29 t0 is. INCIus n, OF 011841L. LA MW MAPS. IN TNI OFFICE OF TNt WATT RICOROtR OF SAID COUNTY. MO ALSO THAT FORTSON OF LOT 14. AS ON" ON MAP FILED IN SOON S. ►AIMS 2/ TO 20. INCLUSIVt. OF RECORD OF SURVIVS IN SATO OFFICE. ACQUIUD N TNR STATE OF CALIPOMIIA ST 09104 2905 AND 2000. S_ ,, ROOORORD In OWN 4742, PACE SSI, AND IN OW 2047, PACE 421. R menial lVSLT. ALL OP OFFICIAL RECORD! 1N Sam OFFtOE. ALL SOUNCtO OWTMORSTERLT SY THE FOLLONINC M010E0 LINESI SSCIMtNO AT THE WORT UITERLY OOSNt* OF 4.07 27 OF TRACT NO. 12SS.AS Z' : ' . SH01IN ON M►► RECORDED IN 900E 42, PACE 0 OF MISCILLAHMS MA►!. s :• IN SAID OFFIORr TNRNCg MORTN 21 Me 01• S9• EAST, 21/.62 FEETt �P' •. 7100100E MO41N 24 OMS. 29. 120 RAST. 429.70 FEET. FOR THE PURPOtt OF THIS egSCRiPTION TNI StAWNO OF TNL WTELRY LINE OF SA30 Team No. 1200 i0 NORTH 01 oto. 49' 22• RAST. y; ..;: •,r+ mmPI TN111IFRON ALL OIL. OIL REMITS, MINERALS. MiNtRAL RIGHTS. WATYOAL OAS. NATURAL OAS RIGHTS. AND OTHER KYOROCAMONS ST HMATlDtVER >y. MAN! 4110141 THAT MAY 99 WITHIN OR VNDIA TNI PARCEL OF LAND IR NA90V! OYCRIMe T00ETIM WITH TME PERPETUAL RIOHT OF DRILLING. NiNINe, . EXPLORING AND OPUATING THIREPOR AND RENOVINO THE SAN SATO LAND SM AW LANG. INOWOINO TNt RteHT TO MNIPS, R ON 014tOTIONALLV MILL Me NINE FROM LAM*$ OTH22 THAN THOS! HtR/INASOVE OtICRielo OIL OR MS WELLS. TUNNELS AND SHAFTS INTO. TNROUSII OR ACROSS TNR lummACt OF TW9 LAND NIftlime0YE OISCRI0R0. ANO To oarm t ODOR MiIgTOCNte OR DIRICTSeNALLV 001ILL90 WELLS, TILS AND S1IAFTO umm ANO #&WIN OR at"" THt SNTIRIM Limits THRRIOF. . me To NWILL. RLTummu. equip. 1MINTAIN. REPAIR. 0E9►!N AND 4OPEM19 AMY WON MILLS 04, MINES. WITHOUT. NONEVRR. TNR REMIT {: TO MILL. 11111!, 9WILM Alto OPMR►Tit TNROUCN ?He SURFACE OF TME ;r WM ,Tee Par OF THE SIIgUJMACt M THE LAND 111461MACOV! 01990281D OR 811 99 ID SUp1 MANNER AS TO SNOANUR THl SAFETY OF THS 7, . ' AMY plemY TNA? MAY Ot OONOTRIIOTMe ON wo LANOIe as tet FORTH tN A SEED TO /NS STATE OF C&&:POMIIA MM"12 JUNE 4. 1909 IN ODOR 0142. POSE no OF OFFI0IAL RIDOR00. 3 . ALSO %=PT ALL M111iRALs, OIL, da"S ANO o"m WYORoOAReON9 M WNAVOK"R NAME KNOWN THAT MAY $I , WITHIN 04 OR UNDER THt PARCEL . OF LANG "alta! em 9I804I090 WITHOUT, NOW11"al TNI RiOHT TO WILL. 010 OR 01191t TH11011IH THE SURFACE OR TH1 UPPER 900 PUT TN1RlO a AS INISM0 IN THE OLEO PROM ?Nt STAT! OF CALIFORNIA 09004M APRIL S. 1611 IN DOCK 9594. PAW 220 of OFFICIAL RECORDS. TO OIIMREI 01 Up" JCT-15-1593 1! SS FF JM CLr FHfiNFq,<�Sd -- ttS2Rt' `t' y ` ' "� AOR22NLNT utwm Comm OF LAND �. usegyzz1e6P f GAf2S7:SAt10 yy�il, .jl. � Z 1t A111 (MVATL STRUT) .. All SAMo(f01i 1011 2NCRE59 AND EaRssS OroM11 THAT PORTION of L04 11, TRACT NO. 107 WARD ST 6EASIVX MNCHON AND THAT PORTION 07 PA?JM 7 AS ARONN ON PARCEL PAP Ri00RD10 IN NOR 10, RAGS 47 OF PRRCLL Ilam!. steam or ORANGE 00011:1, 4TATM OF GAL1P01012A. RHINO 41 ram IN,N2DTN. C821TERLINE OP VX240 Io OMSCRIRMD AS YOLL0USS k,. tIRCSMN2N6 AT Ta @MNTt un INT871RMCMOO OT twoo OAt m"o (104 !SST MR) AND DML OSSSPO STRUT (11 1E7T VIM• SHINE! IANTRRLY hum in CMNMRLINS OF SAID DML 9111SPO STRSSTf Soon 816 00' 70M ' SASTO 300.00 PELT t0 THE 020230100 Of A TANGENT 04MVXI ODNCAVE P it- a N do RAVING 11 RADIUS OF )50.67 RMT, OONTMAS9MY fl ? N=0 SAID CORYTNIMM A CENTRAL ANOLM OF 160 070 41". A 02STANCIi is ;y OF /5.70 FM, TRSNC80M 166 071 $20 EAST, A DISTANCE OF 77.30 •rim TO am TAU: P02NT OF SECINNINC7 Tom OONT muc Rom 130 07+ 920 EAST, A OZSYAMt OF 70.41 RMT TO THE SHUNNING OF A :. t'•1WMNT CUM CDNCAVt NORTNIASTERLY RAVING A RADIUS or 840.00 RMT. TRSIPCE SOUTMIASTSILY ALONG SAID CURVE 1'NR000N A CRNTIGL ANGLE w 210 470 45*. A OISTANCM OP 01.08 RCH Tuva SOUTX 166 w 40" SASS, A O2STAM z of 471.61 PMET TO A }GINS OR TNM SOOTMWTMRLY ISLAM O0 SAID LAND. THS SIDSLIRMS OF SAID SA6MXSNT TO K L1N0'171SNMD ARD pIDRgm so SO AN TO T27O613ATt iN "to SGUIRSASTERLY L109. f (f� • To AGRipOMN! SMRS or LARD � r4• . r,i( s 0.0 �•w 'Ti.i//K }�-'�.�� .��• �.��• MFS- - gg-482529 d wiw�' Ile P ; '. .000• arw w I •w' OWL, ,,•:� SMELL 3 ;.: Mc �aro 4r •. t �; i ro�t�oN nor si S 1 Ne. to • rc II/" n-SS A • 4 .1 44 • •4yy to A �� OL LIN1D � r Q U y • 1 r �vo�+ f b � 1 IL � b� db 00 14 ., .,..; r 't— 45.:4: iii :..€. $ .dv . �,r-.J,p '�s�" X."%^4�'�i�+.�Yt+�`-.'' .`-i .F9 �a'� frr ° N s�.;� yr..�...s ...F'�` ��.�� Y•�.�s �J .- � , . . •` '4�,'�'.`�:�*` nf.�y°'.iHa'"�,i� ��`�7 si�Pl '�4€� .�## Y. s.N'-X.i'. :. ..Yq . :. n OCT-19-1959 li SB FROM CLT PANAFAh2SO - - r mugY lll:D:r ro• to AOR220M SllNSOI OIRUIRf Ot? Li01D •Ali VA.-MCNT POA tNCRR19 ANO 200,129 OttR YNAT PORTION OP VAUSU 0 AS WORM IN SOSK 10 FACE 4? DIMU BY STROft Kilt PROPWIllt ANS "AT PORTION OF LOT Si TRACT NO. 107 AR fNOYN ON A MAP tOOW&M tN 200K 21, PAM 2D "RU ff OF NISCELN1Nl0Us MAPS. Oj a SY Mimi" iNYtS"It" CONPANYO RECORDS OF DRAWN COUNTTr f�t��LIP�IA, CONS18rING OF TYO PARQEW OP LAND, sla11K oal 4vtotur RL'C 10.00 n" OF SAID rARCtL S OYNtD $T iTRoSCNIR ,.:PRO}SRTtp� SAID PARCEL TIRNINATINO AT TNI NORTNIALY TRImiNUs OF ;,TNR SSOTMt #TMT LINT YNICN IZAAS NORTH 40. Oil IR• mor NAYINS y�,ll.s/!TAMC! OF A2�.S0 Fttr. ; °tllt W*?NlItltMT 18.00 FEET 00, THAT PORTION OF SAID LOT $I TU" N0, X10! WAD ST DURING tNYts"414T CONPANTO LYING NOlt""LY 0► TNI ,MCS1•SOYTIIlUT COMB OF THAT PORTION OR SAID PARCEL I GWM SY "x'tt!RSROIRtR PROPISTlts. SO AGRLOtCNT—i11IROM ItitS Of UM �• �` tttit27 •C• . To ealdowsm 4 ofam L'h.. 010 AL �Mtab t1�{Rf� 9 Wm,.,..h !I t z `, • ,Mer as .a "mom its rMsn � l , r // Its M I IIA Win MIS wwww 09 �f To PANOSMs S = • t1tS al! SAM a,: XT-' 9-1989 12;00 FROM CLT PANAFA.250 Tu oo�a7c r,�s �•;. .r USISIT *so TO A=XZP DIT 1t111ttM OMIIe or WOO nm SUMLAW h ,t A1w 1 It IYN�f � . . IW 0. to +f M too"WS WAS• Y'' ^ OVAL 40, Poo y ! I WIN IM 11 Vw UL In 74;` i- :•aar° / �� AMM IMI{�IIMIt A t. H O! 51 TO Aatmw an 011lI1i!! 110 0 4 ANALYSIS OF AGENCY PARTICIPATION OWNER PARTICIPATION AGREEMENT DEERING INVESTMENT COMPANY This analysis is provided to outline the level of participation by the San Juan Capistrano Redevelopment Agency in the development detailed in the proposed Owner Participation Agreement by and between the Agency and Deering Investment Company. This report is not required by State Redevelopment Law. However, it has been prepared in the interest of providing full disclosure to the public of the Agency's actions. It is intended to serve the purposes of the report detailed in Section 33433 of the California Health and Safety Code, which is required only when the Agency proposes the sale or lease of property. Proposed Project: The proposed project is one portion of an 87,148 square foot Home Design Center being jointly developed with the adjacent property owner, Paseo Capistrano Ltd. Partnership. This portion represents 44,563 square feet of retail space. Agency Financial Participation Pursuant to an Owner Participation Agreement by and between Stroscher Properties and the Agency, approved by the Agency on December 6, 1988, the Agency has agreed to reimburse $100,000 towards the development of common public improvements serving the developments of Deering Investment Company, Paseo Capistrano Limited Partnership, Stroscher Properties, and Seaside Ranchos. Based on a Memorandum of Understanding executed by all four of these property owners, Deering Investment Company's allocation of this is 28%. In addition, on behalf of Deering Investment Company, the Agency shall pay the various developer impact fees imposed on this development by the City of San Juan Capistrano. RZ:ljp RZ68901 JOHNSON OWNER PARTICIPATION AGREEMENT by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY "AGENCY" and DEERING INVESTMENT CO. "PARTICIPANT" TABLE OF CONTENTS I . [ §100] SUBJECT OF AGREEMENT A. [ §101 ] Purpose of Agreement B. [ §102 ] The Redevelopment Plan C. [ §103 ] The Site D. [ §104] Parties to the Agreement 1 . [ §105 ] The Participant 2 . [ §106] The Participant 3 . [ §107 ] Relationship of Agency and Participant II . [ §200] DEVELOPMENT OF THE SITE A. [ §201 ] Scope of Development B. [ §202 ] Cost of Construction and Agency Reimbursement C. [ §203 ] Bodily Injury and Property Damage Insurance D. [ §204] Reciprocal Easement Agreement E. [ §205 ] Surety Agreement F. [ §206] City and Other Governmental Agency Permits G. ] §207 ] Local, State and Federal Laws H. [ §208 ] Antidiscrimination During Construction I . [ §209 ] Certificate of Completion III . [ §300] USE OF THE SITE A. [ §301 ] Uses B. [ §302 ] Agency Approval of Uses B. [ §303 ] Rights of Access C. [ §304] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction (i ) IV. [ §400] GENERAL PROVISIONS A. [ §401 ] Notices, Demands and Communications Between the Parties B. [ §402 ] Conflicts of Interest C. [ §403 ] Enforced Delay; Extension of Times of Performance D. [ §404] Nonliability of Officials and Employees of the Agency V. [ §500] DEFAULTS AND REMEDIES A. [ §501 ] Defaults -- General B. [ §502 ] Applicable Law 1 . [ §503 ] Institution of Legal Actions 2 . [ §504] Applicable Law 3 . [ §505 ] Acceptance of Service of Process C. [ §506 ] Rights and Remedies Are Cumulative D. [ §507] Inaction Not a Waiver of Default E. [ §506 ] Remedies and Rights of Termination 1 . [ §509] Damages 2 . [ §510] Specific Performance VI . [ §600] SPECIAL PROVISIONS A. [ §601 ] Successors in Interest C. [ §602 ] Amendments to this Agreement VII . [ §700] ENTIRE AGREEMENT, WAIVERS ATTACHMENTS Attachment No. 1 Site Map Attachment No. 2 Legal Description Attachment No. 3 Certificate of Completion Attachment No. 4 Scope of Development Attachment No. 5 Schedule of Performance Attachment No. 6 Memorandum of Understanding (ii ) OWNER PARTICIPATION AGREEMENT THIS AGREEMENT is entered into by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency" ) and Deering Investment Co. , a California general partnership (the "Participant" ) . The Agency and the Participant hereby agree as follows: I - [ §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 Area by providing for the development of certain property situated within the Project Area (the "Project Area" ) . That portion of the Project Area to be developed pursuant to this Agreement (the "Site" ) is depicted on the "Site Map" , which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of developing the Site, including the construction of certain public improvements (the "Project" ) , 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 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 the City Council of the City of San Juan Capistrano by Ordinance No. 488 as amended by Ordinance Nos. 509, 547 and 582; said Ordinances and the Redevelopment Plan as so approved (the "Redevelopment Plan" ) are incorporated herein by reference. C. [ §103 ] The Site The Site is that portion of the Project Area designated on the Site 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 is currently owned by the Participant. 0 0 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 and mailing address of the Agency (for purposes of this Agreement) is located at 32400 Paseo Adelanto, San Juan Capistrano, California 92675. "Agency" , as used in this Agreement, includes the San Juan Capistrano Community Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities. 2 . [ §106 ] The Participant The Participant is Deering Investment Co. , a California general partnership. The general partners are Charles R. Johnson, 32136 Miguelito Road, San Juan Capistrano, CA 92675 and Leonard A. Myers, 7755 Deering Avenue, Canoga Park, CA 91304. The principal office and mailing address of the Participant for the purposes of this Agreement is 32136 Miguelito Road, San Juan Capistrano, California 92675 . 3 . [ §107 ] Relationship of Agency and Participant It is hereby acknowledged that the relationship between the Agency and the Participant is not that of a partnership or joint venture, and that the Agency and the Participant shall not be deemed or construed for any purpose to be the agent of the other. II . [ §200] DEVELOPMENT OF THE SITE A. [ §201] Scope of Development The Participant shall commence and complete the development, including the construction of the Public Improvements, pursuant to the Schedule of Performance (Attachment No. 5) , which is attached hereto and incorporated herein by reference. The Public Improvements are detailed in the Scope of Development (Attachment No. 4) , which is attached hereto and incorporated herein by reference. The development shall include any plans and specifications submitted to City and/or Agency for approval, and shall incorporate or show compliance with all applicable mitigation measures. 05/25/89 1502n/2299/00 -2- B. [ §202 ] Cost of Construction The costs of Public Improvements as specified in the Scope of Development (Attachment No. 4) shall be borne by the Developer, with the exception of such costs which have previously been paid by the Agency in the Owner Participation Agreement between the Agency and Stroscher Properties and with the further exception of the developer impact fees related to the construction of this project, required by the City which shall be paid by the Agency. C. [ §203 ] Bodily Injury and Property Damage Insurance The Participant shall defend, 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 reasonable attorneys fees and costs) , which may be caused by any of the Participant' s activities under this Agreement, whether such activities or performance thereof be by the Participant or anyone directly or indirectly employed or contracted with by the Participant and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Participant shall take out and maintain throughout the period set forth in this Section 203, a comprehensive liability policy in the amount of One Million Dollars ($1,000,000. 00) per occurrence combined single limit policy, including contractual liability, as shall protect the Participant, City and Agency from claims for such damages. The Participant 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 additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify 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 Participant 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. The Participant 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. 05/25/89 1502n/2299/00 -3- 0 0 D. [ §204] Reciprocal Easement Agreement Prior to the issuance of building permits, the Participant shall submit to the Agency an executed and recorded copy of the Reciprocal Easement Agreement between Stroscher Properties, Seaside Rancho' s, Deering Investment Company and Paseo Capistrano Ltd. Partnership outlining the terms and conditions for joint development and maintenance of access, parking and circulation, as well as the division of costs for common improvements. This Agreement shall include the terms outlined in the Memorandum of Understanding (Attachment No. 6) detailing the division of costs for the common improvements. E. [ §205 ] Surety Agreement Prior to the issuance of grading permits, the Participant shall provide the Agency with an executed copy of a Surety Agreement for grading, landscaping, on-site and property restoration among the City of San Juan Capistrano, Deering Investment Company and Paseo Capistrano Ltd. Partnership, ensuring the common development of the properties owned by Deering Investment Company and Paseo Capistrano Ltd. Partnership. F. [ §206 ] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Participant shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. It is understood that the Participant' s obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain a building permit. G. [ §207 ] Local, State and Federal Laws The Participant shall carry out the construction of the improvements in conformity with all applicable laws, including all applicable federal immigration laws and federal and state labor standards provided, however, Participant and its contractors, successors, assigns, transferees and lessees are not waiving their rights to contest any such laws, rules or standards. H. [ §208] Antidiscrimination During Construction The Participant, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Participant 05/25/89 1502n/2299/00 -4- 0 0 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. I . [ §209 ] Certificate of Completion Promptly after completion of all construction and development required by this Agreement to be completed by the Participant upon the Site in conformity with this Agreement, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant. Such Certificate shall be substantially in the form of Attachment No. 3 hereto. 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. I£ the Agency refuses or fails to furnish a Certificate of Completion for the Public Improvements after written request from the Participant, the Agency shall, within thirty (30) days of written request therefor, provide the Participant 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 of the Participant must take to obtain a Certificate of Completion. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093. III . [ §300] USE OF THE SITE A. [ §301 ] Uses The Participant 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 Participant, such successors and such assignees, shall devote the Site to uses consistent with the Redevelopment Plan. The uses on the site shall be those generally associated with a home design and accessory center. Stores selling indoor or outdoor furniture, lighting fixtures, wallpaper, bed and bath accessories, and miscellaneous other related merchandise would be considered acceptable uses. The Participant shall secure at least one major tenant to occupy a space greater than 7500 sq. ft. whose merchandise is considered 05/25/89 1502n/2299/00 -5- 0 0 "Fine Furnishing" as the term is generally defined in the industry. The Participant shall limit tenants that may be considered "Discount" or selling discount merchandise, as generally defined in the industry, to occupying no more than one of the spaces greater than 7500 sq. ft. In the event the participant cannot meet the above standards, the Agency may at its discretion, waive or modify the standards. Prior to the Agency making such a determination, the Participant shall submit documentation as to the efforts made to meet the required standards and justification for the proposed modifications. The Agency' s waiver or modification to the required standards shall not be unreasonably withheld. Agency shall have the reasonable right to approve the uses and tenants based upon standards and criteria set forth in condition #9 of AC 88-8. Agency shall, however, have the right to approve uses which are not in strict conformance with condition #9 if, upon due consideration of the then existing economic and other circumstances, a change or deviation is deemed to be reasonably warranted. Agency' s approval of the tenants and uses shall not be unreasonably withheld and any tenant or use shall be deemed to have been approved if Agency fails to respond to Owner' s request within fifteen ( 15) working days after submission. The Participant 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, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant 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 Participant 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 05/25/89 1502n/2299/00 -6- • s 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 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. " 05/25/89 1502n/2299/00 -7- Except for covenants against discrimination or segregation, which shall continue in effect in perpetuity, the covenants set forth in this Section 301 shall remain in effect until the termination date of the Redevelopment Plan. B. ] §302 ] Agency Approval of Uses The Participant shall submit a list of proposed tenants to the Agency for approval . This list of tenants shall be in writing and the Agency shall have thirty (30) days to approve or disapprove said tenants. The approval or disapproval shall be in written form by the Agency. If the Agency fails to send written approval or disapproval to Participant within thirty (30) days, the Participant can assume approval ofthe proposed tenant. If the Participant fails to obtain tenant approval from the Agency, then Participant shall refund to the Agency the entire amount of Agency reimbursement paid to the Participant pursuant to Section 202 and shall forfeit the right to receive any future reimbursement payments. C. [ §303 ] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof which is owned or controlled by the Participant and the Participant' s tenants, 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. Any such entry shall be made only after reasonable notice to Participant, and Agency shall indemnify and hold Participant harmless from any costs, claims, damages or liabilities pertaining to any entry. This Section 303 shall not be deemed to diminish any rights the Agency, the City, or any other public agencies may have without reference to this Section 303 . D. [ §304] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, 05/25/89 1502n/2299/00 -8- if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. After issuance of a Certificate of Completion for all grading and improvements to be completed by the Participant pursuant to this Agreement, all of the terms, covenants, agreements and conditions set forth in this Agreement relating to the Site shall cease and terminate as to that portion of the Site for which the Certificate of Completion is issued, excepting only the provisions listed below which shall survive as follows: (a) Sections 301, 302, 303 and 304 relating to Uses, Maintenance and Access. (b) Section 203 (relating to indemnification and insurance) shall remain in effect in accordance with the terms and conditions set forth therein. (c) Sections 500 to 510 (relating to rights and remedies) shall remain in effect to the extent necessary to enforce other provisions of this Agreement. IV. [ §400] GENERAL PROVISIONS A. [ §401] Notices, Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Participant shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency or Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 401 . Any written notice, demand or communication shall be deemed received immediately if delivered by hand or if delivered by registered or certified mail return receipt requested. B. [ §402 ] 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 05/25/89 1502n/2299/00 -9- 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. The Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. C. [ §403 ] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement and the Attachments hereto shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure permits, necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other 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 Agency which shall not excuse performance by the Agency) ; failure by owner, after due diligence, to secure construction financing; 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 of the commencement of the cause, if 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 Participant. D. [ §404] Nonliability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Participant, 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 Participant or its successors, or on any obligations under the terms of this Agreement. 05/25/89 1502n/2299/00 -10- 0 0 V. [ §500] DEFAULTS AND REMEDIES A. [ §501 ] Defaults -- General Subject to the extensions of time set forth in Section 403, failure or delay by either party to perform any term or provision of this Agreement constitute a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, as well as other persons or entities entitled to notice hereunder, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice or, provided that the party is proceeding with diligence to cure, such greater time as may be necessary to cure given the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. [ §502 ] Legal Actions 1 . [ §503 ] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either 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 . [ §504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 . [ §505] Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. 05/25/89 1502n/2299/00 -11- 0 0 In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon the general partner of the Participant and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [ §506] 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 either 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. [ §507 ] 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. [ §508 ] Remedies and Rights of Termination 1 . [ §509 ] Damages. If either 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 or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein) , the defaulting party shall be liable to the other party for any damages caused by such default. 2 . [ §510] Specific Performance If either 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 by the defaulting party within thirty (30) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, the non-defaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. 05/25/89 t 1502n/2299/00 -12- 0 VI . [ §600] SPECIAL PROVISIONS A. [ §601 ] Successors In Interest The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. B. [ §602 ) Amendments to this Agreement The Participant and the Agency agree to mutually consider reasonable requests for amendments to this Agreement provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. VII . [ §700) ENTIRE AGREEMENT This Agreement may be signed in counter-parts, and is executed in five (5) duplicate originals, each of which is deemed to be an original . This Agreement includes pages 1 through 15 and Attachments 1 through 6, 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. 05/25/89 1502n/2299/00 -13- 0 0 IN WITNESS WHEREOF, the Agency and the Participant have signed this Agreement on the respective dates set forth below. 19 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic By: Chairman "AGENCY" ATTEST: Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Special Counsel to the Agency Agency Counsel DEERING INVESTMENT CO. , a California general partnership By: Charles R. Johnson Its : General Partner By: Leonard A. Myers Its: General Partner "PARTICIPANT" 05/25/89 1502n/2299/00 -14- 0 0 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of in the year 198_, before me, the undersigned, a Notary Public in and for said State, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Chairman of the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and acknowledged to me that the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY executed it. WITNESS my hand and official seal . Signature of Notary Public (SEAL) 05/25/89 1502n/2299/00 0 0 STATE OF CALIFORNIA ) as. COUNTY OF ) On before me, the undersigned, a Notary Public in and for said State, personally appeared 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 general partner of DEERING INVESTMENT CO. , a California general partnership, that executed the within instrument. WITNESS my hand and official seal . (SEAL) y� IIw ® Iw4w am 11 !x, _ � _ I • �llllll IIIIIIIIIIIIIIIIIIIG\� 11� ��\1U' ! jam. � / �, ;• _,�!�i1�11 � �� / LJ� / Nrs1.w w>r1.._-.. rlr.wwrl• WUVVAWA YM �•w.•.N• N N wIw w..yN wY .�r \M AwY. Y rr.•� .r rwr\�� r .ww.\•\r. I _7 ....... �•�r/tet c 1 i it • 1-- �--LLQ--} 1 - _ _. l� 1 � p� � � mac.._... I I j� I r. . l 11� , I ► .� � it C. ""� ,�• ��c�" r:. �\ "' ».w•rl�. »Y�Y rrr».�e »ar ATTACHMENT NO. 2 THOSE PORTIONS 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 0£ SAID ORANGE COUNTY. PARCEL 1 : BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED MAY 5, 1957 IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING IN THE SOUTHWESTERLY LINE OF SAID LOT, DISTANCE NORTH 41 DEC. 37 ' 00" WEST 718. 42 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT, AND RUNNING THENCE SOUTH 41 DEG. 37 ' 00" EAST, ALONG SAID SOUTHWESTERLY LINE, TO THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED MAY 14, 1970 IN BOOK 9289, PAGE 381 OF OFFICIAL RECORDS, SAID POINT BEING IN THE WESTERLY LINE OF THE SAN DIEGO FREEWAY; THENCE NORTH 24 DEC. 26' 12" EAST, ALONG SAID WESTERLY LINE, TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN PARCEL 2 IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED APRIL 28, 1969 IN BOOK 8940, PAGE 460 OF OFFICIAL RECORDS; THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID PARCEL 2 AND ALONG THE EASTERLY LINE OF PARCEL 1 IN SAID DEED, TO THE NORTH LINE OF THE LAND DESCRIBED IN SAID DEED RECORDED IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS; THENCE NORTH 89 DEC. 03 ' 00" WEST, ALONG SAID NORTH LINE, TO THE NORTHWEST CORNER OF SAID LAND; THENCE SOUTH 39 DEG. 57' 00" WEST, ALONG THE WESTERLY LINE OF SAID LAND, AND ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN PARCEL 1 IN THE DEED TO EDWIN S. ELDER AND WIFE RECORDED JUNE 29, 1966 IN BOOK 7974, PAGE 491 OF OFFICIAL RECORDS, 421.99 FEET TO AN ANGLE POINT IN THE WESTERLY LINE OF SAID PARCEL 1; THENCE SOUTH 40 DEG. 26' 00" WEST, ALONG SAID WESTERLY LINE AND ALONG THE WESTERLY LINE OF SAID LAND DESCRIBED IN SAID DEED RECORDED IN BOOK 3900, PAGE 208 OF OFFICIAL RECORDS, 253 .90 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM A PORTION OF SAID LAND ALL MINERALS, OILS, GASES AND OTHER HYDROCARBON BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PORTIONS OF SAID LAND HEREINABOVE DESCRIBED WITHOUT. HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE OR THE UPPER 100 FEET OR THROUGH THE SURFACE THEREOF, AS EXCEPTED IN INSTRUMENTS RECORDED IN BOOK 8831, PAGE 196, BOOK 8940, PAGE 460, AND BOOK 9289, PAGE 381, ALL OF OFFICIAL RECORDS. PARCEL 2 AN EASEMENT FOR INGRESS AND EGRESS OVER THE SOUTHWESTERLY 35. 00 FEET OF 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 SAID ORANGE COUNTY, LYING SOUTHEASTERLY OF THE EASTERLY PROLONGATION OF AVENIDA GOLONDRINA AND NORTHWESTERLY OF PARCEL 1 HEREINBEFORE DESCRIBED. 04/28/89 y1 1502n/2299/00 ATTACHMENT NO. 2 i ATTACHMENT NO. 3 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Deering Investment Co. ) 32136 Miguelito Road ) San Juan Capistrano, CA ) 92675 ) [ Space above for recorder) CERTIFICATE OF COMPLETION WHEREAS, the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic, sometimes hereinafter referred to as "Agency" and Deering Investment Co. (Participant) entered into an Owner Participation Agreement (Agreement) on , which was recorded on as Document No. of the Official Records of the County Recorder of the County of Orange, California; WHEREAS, as referenced in said Agreement, the Agency shall furnish the Participant with a Certificate of Completion upon the 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 Participant of the construction and development required by the Agreement and of the Participant' 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 Participant in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. As provided in this 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. 04/28/89 1502n/2299/00 ATTACHMENT NO. 3 I 2 . Except as otherwise expressly provided in this Certificate of Complation, 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 Certificate of Completion this day of 1989. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Executive Director 04/28/89 ATTACHMENT NO. 3 1502n/2299/00 -2- Attachment No.4 Scope of Development Deering Investment Company The development of this property is deemed, for the purposes of land use entitlements, as one with the development covered by the Owner Participation Agreement between the Agency and Paseo Capistrano Ltd. Partnership. Both received joint approval as a single project by the City of San Juan Capistrano as AC 88-8. Both shall receive common building permits by the City of San Juan Capistrano. All improvements shall be pursuant to the plans and conditions as set forth in AC 88-8. Private Improvements Development in conjunction with Paseo Capistrano Ltd. Partnership of an 87,148 square foot Home Design Center of which the following is to be owned and developed by the Participant. 1. 44,363 square foot of retail space. 2. Joint on-site circulation with the development by Paseo Capistrano Ltd. Partnership. 3. 181 standard parking spaces to be divided with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). 4. Landscaping in conjunction with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). S. Special paving in conjunction with Paseo Capistrano Ltd. Partnership pursuant to the approval of the City of San Juan Capistrano (AC 88-8). Public Improvements The Participant shall financially participate in the following public improvements, except as noted in this Agreement. 1. Ortega Highway widening from Del Obispo Street to the I-5 ramps. 2. Del Obispo Street widening at Trabuco Creek. 3. Traffic signals at Avenida Padre/Camino Capistrano, Del Obispo Street/Plaza Street, Del Obispo Street/Forster Lane, and Camino Capistrano/Avenida Golondrina. 4. Street improvements on Avenida Golondrina and at the intersection of Avenida Golondrina and Camino Capistrano. S. Del Obispo Street pedestrian bridge at Trabuco Creek. 9 0 Common Improvements The Participant shall financially participate in the following common Improvements pursuant to the agreement signed among Stroscher Properties, Seaside Ranchos, Paseo Capistrano Ltd. Partnership and the Participant, included as Attachment No.6 1. Street improvements to Main Entry Street including entry driveway, sidewalks, median islands, and landscaping. 2 Street improvements to Del Obispo Street along the frontage of the site including the deceleration lane to the Main Entry Street and a traffic signal at the intersection of Del Obispo Street and the Main Entry Street. 3. Relocation of existing street lights on Del Obispo Street that conflict with the Site Plan design along the frontage of the site which includes the deceleration lane to the Main Entry Street. 4. A mainline storm drain collecting the run-off from the properties of Area A. S. Mainline underground electrical, gas, telephone, and water utilities serving the properties of Area A. 6. Common mainline sewers serving the properties of Area A. CW:ijp C4-89-09 AWACEDEErrr MD. s ACTION Approval of Owner Participation Agreement(OPA) Submittal of Reciprocal Easement Agreement(REA) 30 Days after approval of OPA Submittal of Surety Agreement 30 Days after approval of OPA Issuance of Grading Permit 30 days after submittal of REA and Surety Agreement Commence Grading 30 days after Issuance of Grading Permit Issuance of Building Permits 60 days after issuance of Grading Permit Completion of grading and laying foundations 120 days after issuance of Grading Permit Completion of public improvements Prior to issuance of certificate of occupancy Completion of Construction: Issuance of Certificate of Occupancy 18 months after commencement of grading Submittal of expenditure verification 60 days after issuance of Certificate of Occupancy Reimbursement by Agency 60 days after submittal of expenditure verification do A'ITACHME 1T NO. 6 MEMORANDUM OF UNDERSTANDING The undersigned representatives of the property owners of the Redevelopment Area of the City of San Juan Capistrano known as Area A do hereby agree to the following sharing of costs of the various common infrastructure improvements needed to service their properties, including Plaza Street, Storm Drains, Water and Utilities, and Sewers. 1. The costs shall include the actual costs to Stroscher Properties to design, finance and construct the various improvements estimated to be $1,182,761, including land. The San Juan Capistrano Community Redevelopment Agency shall pay $100,000 of this cost. 2. The portion of costs to be paid by each property owner shall be: Stroscher Properties 31% Seaside Ranchos 18% Deering Investment Company 28% Paseo Capistrano Limited Partnership 23% 3. The value of the land used for Plaza Street will be added to the costs when determining the total cost of the improvements. Stroscher Properties and Seaside Ranchos shall receive a credit against their respective shares for the value of their land used. This document represents the understanding of the various parties concerning the allocation of costs. This Memorandum of Understanding shall be incorporated in a separate agreement negotiated among the property owners and approved by the San Juan Capistrano Community Redevelopment Agency. DATE: I^S � �I The ore r fr Stroscher Properties DATE: 4 — Robert Do ley Seaside Ranchos DATE: Charles Johnson Deering Investm Company DATE: 1 f o ' g Shirley Yu Paseo Capistrano Limited Partnership GRZ/MOA CITYf "S 1 N CaVI"'O'] • 3 3 � 3 F n C , CITY OF SAN JUAN CAVISTRANO i San Juan Capistrano Community Redevelopment Agency November 14, 1995 Ms. Linda Castle Lawrence Commercial Real Estate P. O. Box 6024 Laguna Niguel, California 92607-6024 Re: Modification to Approved Uses - Paseo Capistrano Center Dear Ms. Castle: At their meeting of November 7, 1995, the San Juan Capistrano Community Redevelopment Agency Board of Directors authorized the non-conforming use of space at the Home Furnishing Center to allow lease of a 3,000-square-foot space for use by the Gourmet Bagel Company. Please feel free to contact Cassandra Walker at 443-6320 if you need any additional information. Very truly yours, Che ryIJohnso Agency Secretary cc: Brent Ogden Eric Strauss 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 BOARD ACTIONS . 1. CONTRACT FOR MANAGEMENT SERVICES FOR RV CTO A Y Rn (FULTON& KAY SHAWL(600.40), Written Communication: Report dated November 7, 1995, from the Finance Officer, recommending that a one-year agreement with Fulton and Kay Shaw for management services at the RV Storage Yard facility be approved at$750 per month. The agreement contains the same provisions as past agreements, with the addition of insurance specifications. Annroval of Agreementa It was moved by Director Nash, seconded by Director Hart, that the Agreement for Management Services be approved for the one-year period ending November 7, 1996, with Fulton and Kay Shaw for management of the RV Storage Yard at a compensation of$750 per month The Chairman was authorized to execute the Agreement on behalf of the Agency. The motion was carried by a 4-0-1 vote, with Director Jones abstaining due to a potential conflict of interest related to the proximity of his residencelbusiness to the subject property. 2. MODIFICATION OF APPROVED USES OF OWNER PARTICIPATION AGREEMENT HOME FURNISHING C LATER (DFER_IN , INVESTMENTS/BRENT OGDEN) (60Q 40) Written Communication: . Report dated November 7, 1995, from Cassandra Walker, Community Development Administrator, recommending that the request from Linda Castle of Lawrence Commercial Real Estate, broker for the portion of the Home Furnishing Center owned by Brent Ogden, be approved to permit the leasing of space in the center to Gourmet Bagel Co. as a non- conforming use. This recommendation was based on the present difficult economic atmosphere and the inability of the center to lease space to home furnishing uses. Cassandra Walker, Community Development Administrator, noted that the Agency received no negative responses to this request. Approval of Non-Conforming Use for Home Furnishing Center: It was moved by Director Nash, seconded by Director Jones, and unanimously carried the request be approved to permit the leasing of space in the center to Gourmet Bagel Co. as a non-conforming use. CLOSED SESSION(610,851 The Board recessed to the Council meeting at 7:35 p.m. and reconvened in Closed Session at 8:55 p.m. for: 1. Conference with Real Property Negotiator per Government Code Section 54956.8 for property known as the Capistrano Depot, 26701 Verdugo Street, with Guy Edwards as the negotiating party, to consider price and terms of payment; • CRA Minutes -6- 11/7/95 AGENDA ITEM November 7, 1995 TO: George Scarborough, Executive Director FROM: Cassandra Walker, Community Development Administrator SUBJECT: Consideration of a Modification to the Approved Uses Under the Owner Participation Agreement - Home Furnishing Center(Deering InvestmentBrent Ogden) RECOMMENDATION: By motion, authorize the non-conforming use of space at the Home Furnishing. SUMMARY: On October 9, 1995, the Agency received a request from Linda Castle of Lawrence Commercial Real Estate who is acting as Broker for the portion of the Home Furnishing Center owned by Brent Ogden. The request is to allow the Gourmet Bagel Co. to lease a 3,000 square foot space in the Home Furnishing Center. In 1989, the Agency entered into an Owner Participation Agreement (OPA) with the owners of the Home Furnishing Center to facilitate development. The Agency provided financial assistance in the form of public improvements and reimbursement of development fees to facilitate a development with tenants restricted to Home Furnishing Center uses. The proposed Gourmet Bagel Co. does not meet the criteria imposed on the Developer through the OPA. The Center opened in the early 1990's with strictly home furnishing uses. Over the last few years, City and Agency Staff have been working with the Center owners to try and find new tenants to revitalize the Center. The City has approved a revised signage program and apporved other non-conforming uses. The only original tenant remaining is Vista Paints, and a majority of the Center is currently vacant. The proposed use will occupy a minimal amount of space and will facilitate pedestrian and vehicular traffic to the Center. Staff recommends that the Agency Board of Director approve this non-conforming use. BACKGROUND: On June 20, 1989, the Community Redevelopment Agency Board of Directors approved an OPA with Deering Investment/Brent Ogden for the property located between the Freeway and Plaza Del Obispo, known as the Home Furnishing Center. This OPA provided for Agency reimbursement of Public Improvement costs and development fees associated with the developer's portion of the 87,148 square foot Home Design Center. Deering Investment developed 44,356 square feet of the Home Design Center, with the remaining 42,585 square feet having been developed by Paseo Capistrano Limited Partnership/Shirley Yu. (21cp FOR CITY COUNCIL AGEN �� Agenda Item -2- November 7, 1995 Criteria set forth in the OPA states that the uses in the Center are to be limited to those "generally associated with a home design and accessory center. Stores selling indoor or outdoor furniture, lighting fixtures, wallpaper, bed and bath accessories, and miscellaneous other related merchandise would be considered acceptable uses." The OPA allows for the Agency to authorize uses that do not conform to the above-described acceptable uses: In the event the participant cannot meet the above standards, the Agency may at its discretion, waive or modify the standards. Prior to the Agency making such a determination, the Participant shall submit documentation as to the efforts made to meet the required standards and justification for the proposed modifications. The Agency's waiver or modification to the required standards shall not be unreasonably withheld. Agency shall have the reasonable right to approve the uses and tenants based upon standards and criteria set forth in condition#9 of AC 88-8. Agency shall, however, have the right to approve uses which are not in strict conformance with condition#9 if, upon due consideration of the then existing economic and other circumstances, a change or deviation is deemed to be reasonably warranted. Agency's approval of the tenants and uses shall not be unreasonably withheld and any tenant or use shall be deemed to have been approved if Agency fails to respond to Owner's request within fifteen(15)working days after submission. Based on the present difficult economic atmosphere and the inability to locate home furnishing uses to lease space, Linda Castle has submitted a request to the Agency to consider a lease of 3,000 square feet of retail space to the Gourmet Bagel Co. Factory Outlet (Attachment 1). In order to receive Agency approval, Linda Castle has forwarded this request for consideration by the Agency Board of Directors. The Gourmet Bagel Co. use falls within the guidelines of the existing General Commercial zoning designation and includes bakery, retail, and wholesale production for other locations. The Gourmet Bagel Co. is an established business with two other retail stores, one in San Clemente and the other in Tustin. The proposed use does not conform with the existing tenant restrictions; however, it will provide some needed vehicular and pedestrian traffic. The 3,000 square foot space represents less than 4% of the total center square foot and is a desirable ancillary use to existing and future home furnishing tenants. COMMISSIONIBOARD REVIEW AND RECOMMENDATIONS: Not applicable. Agenda Item -3- November 7, 1995 FINANCIAL. CONSIDERATIONS: Not applicable. NOTIFICATION: Copies of this Agenda Item were sent to Brent Ogden, Linda Castle, and Eric Strauss. ALTERNATE ACTIONS: 1. Authorize the non-conforming use of space at the Home Furnishing Center. 2. Direct Staff to bring back additional information. 3. Do not approve the non-conforming use. RECOMMENDATION: By motion, authorize the non-conforming use of space at the Home Furnishing Center. Respectfully submitted, Cassandra L. Walker Community Development Administrator Attachment 0 LAWRENCE 0 COMMERCIAL REAL ESTATE CONSULTANT/BROKER SPECIALIST IN RETAIL&RESTAURANT LEASING INVESTMENT ACQUISITION &DISPOSITION POST OFFICE BOX 6024 LAGUNA NIGUEL, CA 92607-6024 (7141 249-1837 FACSIMILE(714)249-t83(5 October 9, 1995 Ms. Cassandra Walker Community Development Administrator City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA. 92675 Re: The Gourmet Bagel Co. Factory Outlet- Paseo Capistrano Center, San Juan Capistrano Dear Cassandra: The Gourmet Bagel Co. Factory Outlet volume and use falls within the guidelines of the existing General Commercial zoning of the above-referenced shopping center, and is described in more detail as follows. The Gourmet Bagel Co. Factory Outlet will always by volume do 3 to 4 times more retail business than wholesale. The retail volume of this location is anticipated to be at least four times the bakery/commissary volume; however, due to the size of the equipment and staging area required by the bakery, the space needed would be considerably larger than that needed for the retail portion of the business. The Gourmet Bagel Co. is a long established well-run business, currently with two retail stores, one in San Clemente and one in Tustin. In addition to their own retail stores, they sell to many restaurants,bakeries and coffee houses. At present they are doing all the baking out of their San Clemente store, which as you can imagine is restrictive space wise and limits increased production for expansion purposes. The plan is to open a bagel outlet and bakery in the Paseo Capistrano Center in San Juan Capistrano. THE COMMUNITY In the downtown area of San Juan Capistrano there are no other"bagel stores". It is anticipated that this location would be a perfect"quick stop" for people working in the downtown area to grab a bagel, some cream cheese and a coffee on their way to work. OCT 1 '111995 Page 2 - 10/10/95 • • IMPROVEMENTS All improvements required to accomodate a bakery use are to be done inside the unit per all necessary governmental agency codes, and will not change the appearance on the exterior of the building and/or the development. The unit will encompass approximately 3,000 square feet. VEHICLES Presently The Gourmet Bagel Co. is using one (1)enclosed van for all deliveries. There is no expectation to need more than one (1)delivery vehicle for this location at any time in the future. Deliveries are completed no later than 7:00 A.M. presenting no impact on neighboring retailers and/or traffic in neighboring centers. OWNER PARTICIPATION AGREEMENT Under the existing Owner Participation Agreement with the Redevelopment Agency, tenants in this center are restricted to home furnishing uses. We request the Agency to allow this tenant exception for a 3,000 square foot Bagel Bakery. The small scale of this use will provide ancillary benefits to the overall center. We do appreciate the opportunity to present ourselves to the City of San Juan Capistrano, and hope for its concurrence with our feeling that we would contribute to and enhance the business community with our presence and involvement. We look forward to answering any questions you or the City Council may have, and please feel free to contact the undersigned at your convenience in this regard. Very trul ours, Castle nda (714)366-3025 cc: Jeannie Norton-Freese Samuel A. Martin The motion carried by the following vote: AYES: Directors Bland, Hausdorfer, and Chairman Friess NOES: None ABSENT: Directors Buchheim and Schwart2e 2. JOINT PUBLIC HEARING ON THE PROPOSED OWNER PARTICIPATION AGREEMENT FOR PROPERTY LOCATED BETWEEN THE FREEWAY AND THE NEW PLAZA DEL OBISPO (MARSHALL'S) PROVIDING THE AGENCY REIMBURSEMENT OF PUBLIC IMPROVEMENT COSTS (AREA A. DEERING INVESTMENT COMPANY/JOHNSON) (600.40) Proposal• The Council is required by Redevelopment Law to hold a joint public hearing to approve the offering of financial assistance by the Agency to ensure that public improvements are completed in a timely manner regarding the Owner Participation Agreement (OPA) with Deering Investment Company for the construction of an 87, 148 square-foot Home Design Center, with the remaining portion to be constructed by Paseo Capistrano Ltd. Partnership under a separate OPA. Written Communication: Report dated June 20, 1989, from the Deputy Director of the Community Redevelopment Agency, forwarding the Resolution approving the OPA. Public Hearing• Notice having been given as required by law, Chairman Friess opened the Public Hearing, and there being no response, closed the hearing with the right to reopen at any time. Adoption of Resolution: It was moved by Chairman Friess, seconded by Director Bland, that the following Resolution be adopted: RESOLUTION NO, CRA 89-6-20-2 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING AN OWNER PARTICIPATION AGREEMENT WITH DEERING INVESTMENT COMPANY -3- 6/20/89 a San Juan Capistrano Community Redevelopment ,agency i, June 22, 1989 Chuck Johnson Capistrano Gardens Nursery 32136 Miguelito Road San Juan Capistrano, California 92675 Re: Owner Participation Agreement - Deering Investments Dear Mr. Johnson: The Board of Directors of the San Juan Capistrano Community Redevelopment Agency at its regular meeting held June 20, 1989, conducted a joint public hearing with the City Council on the proposed Owner Participation Agreement providing for Agency reimbursement of public improvement costs for the Deering Investment Company project. The Board adopted Resolution No. CRA 89-6-20-2, which approved the agreement. The City Council also took action to approve the Agreement by the adoption of Council Resoution No. 89-6-20-6. Copies of both resolutions are enclosed for your files. The original Agreement has been forwarded to the Orange County Recorder's Office. A fully-executed copy of the Agreement is enclosed for your files. If you have any questions, please do not hesitate to call. Very truly yours, Mary Ann nover, CMC Agency Secretary MAHJcj Enclosures cc: Mike Dolley Shirley Yu Ted Stroscher Friends of Historic San Juan Deputy Director 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 (, ccs <av AGENDA ITEM June 20, 1989 TO: Stephen B. Julian, Executive Director FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Joint Public Hearing on the Proposed Owner Participation Agreement for Property located between the Freeway and the new Plaza del Obispo (Marshall's) providing for Agency Reimbursement of Public Improvement Costs (Area A - Deering Investment Company/Johnson) SITUATION A. Summary and Recommendation - The Redevelopment Agency Staff has negotiated an Owner Participation Agreement (OPA) with Deering Investment Company for the construction of an 87,148 square-foot Home Design Center of which 44,563 square feet of retail space and necessary landscaping will be constructed by the Developer on the site. The remaining portion of the Home Design Center will be constructed by Paseo Capistrano Limited Partnership under a separate OPA. The OPA provides for the Agency to assist with the cost of public improvements. The OPA places no financial obligations on the City. The Council is required by Redevelopment Law to hold a joint public hearing with the Agency and to obtain the Council's approval as it relates to the action being considered by the Agency in approving the OPA. The staff recommends approval of the OPA. B. Background - Development plans were approved by the Planning Commission at a Public Hearing on February 14, 1989 for an 87,148 square-foot Home Design Center encompassing the development by Deering Investment Company and Paseo Capistrano Ltd. Partnership. The tenants of the Center will be those generally associated with a home design and accessory center including such uses as indoor or outdoor furniture, lighting fixtures, wallpaper, bed and bath accessories, and miscellaneous other related merchandise sales. This project is a portion of the overall Area A Master Plan. In December 1988, the Agency Board and the City Council approved the OPA for Plaza Del Obispo which is also a part of Area A. The Area A Master Plan requires that all of Area A will be developed in a uniform manner, providing the appearance of a single commercial center. In order to accomplish this, staff has been working with the applicant to ensure that overall circulation and design standards are maintained. To provide for the common design of Area A, new access to the project site was required leading from Del Obispo. This street will provide access to all of the properties in Area A. Also required for the overall Area A development are common sewers, storm drains, and underground utilities. FOR CITY COUNCIL AGEND4 CRP C � Agenda Item -2- June 20, 1989 Stroscher Ranch Properties is constructing the commonly-shared infrastructure for Area A during the construction of their development. Under this OPA, Stroscher Ranch Properties will be reimbursed for the commonly-shared improvements for Area A by the other property owners as they develop their individual parcels. The formula determining how much each property owner pays has been negotiated and executed, and is included as Attachment No. 6 of the OPA This OPA provides that the costs of public improvements shall be borne by the Developer, with the exception of such costs which have previously been paid by the Agency in the OPA between the Agency and Stroscher Properties, and with the further exception of the developer impact fees (Traffic Signal Improvement and Ortega Highway Improvement) related to the construction of this project which are required by the City and shall be paid by the Agency. PUBLIC NOTIFICATION The required legal notices of the public hearing were published on June 1, 1989 and June 8, 1989 in the Capistrano Valley News. Legally, no other public notice is required. Thus, there has been no mailing to property owners. However, the other three primary property owners of Area A, as well as the Friends of Historic San Juan have been notified. The Downtown Merchants have also been informed through the City's weekly newsletter. COMMISSIONBOARD REVIEW, RECOMMENDATION The OPA has not been reviewed by any of the City's boards or commissions. The proposed site plan of this center has been reviewed by the appropriate boards, and commissions and final approval by the Planning Commission on February 14, 1989. FINANCIAL CONSIDERATION Under the terms of this OPA, no expenditures of City funds are required or requested. No obligation is placed on any City revenues. The agency's assistance for public infrastructure improvements and payment of fees are the responsibility of the Agency, not the City. The funds will come from future tax increments for the project. The exact amount of the Agency assisted fees (Traffic Signal Improvement and Ortega Highway Improvement) will not be calculated until the permits are ready to be issued for the project, however, these fees are not expected to exceed $50,000.00. At that time the Agency will need to consider a budget transfer from the administrative fund to the capital project fund. ALTERNATE ACTIONS 1. Adopt the attached resolution approving the Owner Participation Agreement and approve the budget adjustment. 2. Do not adopt the resolution. Agenda Item -3- June 20, 1989 RECOMMENDATION By motion, adopt the resolution approving the Owner Participation Agreement with Deering Investment Company which defines the obligations of the Owner and the Agency. Respectfully submitted,(\ Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:CW:Ijp GC W/AI689-3 RESOLUTION NO. CRA 89-6-20-2 APPROVING OWNER PARTICIPATION AGREEMENT WITH DEERING INVESTMENT COMPANY A. NSON A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, APPROVING AN OWNER PARTICIPATION AGREEMENT WITH DEERING INVESTMENT COMPANY (AREA A, JOHNSON) WHEREAS, the San Juan Capistrano Community Redevelopment Agency (the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project Area; and, WHEREAS, in order to carry out and implement such Redevelopment Plan the Agency proposes to enter into an Owner Participation Agreement (the "Agreement") with Paseo Capistrano Limited Partnership (the "Participant") toward the contribution by the Agency for certain Public Improvements to be built on the site (the "Site"), as described in the Agreement, in the San Juan Capistrano Central Redevelopment Project Area; and, WHEREAS, the Participant has submitted to this City copies of said proposed Agreement in a form desired by the Participant; and, WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) the Agency and this City Council held a joint public hearing on the Agreement, having duly published notice of such public hearing and made copies of the proposed Agreement, available for public inspection and comment; and, WHEREAS, the Agreement provides for certain Public Improvements, which are a benefit to the project area and are essential to its development according to the Redevelopment Plan the cost of which renders such improvements infeasible without the financial participation by the Agency; and, WHEREAS, the Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the real property pursuant thereto is in the best interests of the City of San Juan Capistrano and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements; and, WHEREAS, a Negative Declaration for the Site Development proposed in the Agreement has been approved by the City of San Juan Capistrano Environmental Review Board on July 19, 1988, and no modifications to the proposed Site Development have been made which would require additional environmental review. -l- 1, NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California, as follows: 1. The Agency has received and heard all oral and written objections to the proposed Agreement and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the public and common improvements to be financed in part by the Agency are a benefit to the Project Area and are essential to its development according to the Redevelopment Plan and that the costs to provide said improvements would be infeasible without the contribution by the Agency. 3. The Negative Declaration approved by the City's Environmental Board of Review on July 19, 1988, adequately considered all environmental impacts potentially caused by the proposed Site Development and there are no substantial changes in the proposed development which would alter the potential environmental impact of the project. 4. The Chairman of the Agency is hereby authorized to execute the Agreement on behalf of the Agency. A copy of the Agreement, when executed by the Agency, shall be placed on file in the office of the Secretary of the Agency. 5. The Executive Director of the Agency (or his designee) is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement, and related documents. PASSED, APPROVED, AND ADOPTED this 20th day of June , 1989. c � KENNETH E. FRIESS, CHA MAN ATTEST: I � AGENCYA Y 2 II_ -- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, MARY ANN HANOVER, Secretary of the San Juan Capistrano Community Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. CRA '-e—y' ' adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 20th day of June 1989, by the following vote: AYES: Directors Hausdorfer, Bland and Chairman Friess NOES: None ABSENT: Directors Schwartze and Buchheim (SEAL) s is MARY AN VE , AGENCY SECRETARY -3- • 0 AFFIDAVIT OF PUBLICATION This space is for the County Clerk's Filing Stamp RECEIVED JIM 9 1158 AW III CITY CLERK DEPARTMENT CITY OF SAN JUAN CAptSTRANO STATE OF CALIFORNIA Proof of Publication of County of Orange I am a citizen of the United States and a resident of the County aforesaid; I am over the age of twenty one years, ....... ... .. ..PUB,L,LC. .HEAR1NC.. . ..... .. .. ... .. .. and not a party to or interested in the above-entitled matter. I am the principal clerk of the Capistrano Val- ley News,a newspaper of general circulation in the City of San Juan Capistrano, County of Orange, and which newspaper has been adjudicated to be a newspaper of general circulation by the Superior Court of the County 'r of Orange, State of California, June 5, 1984, Case No. NA14l�OlA[TBU +fl�I1� A-122949 in and for the City of San Juan Capistrano, cm, 4ft"4utp Aplaw1J County of Orange and the South Orange County JudicialWM N District;that the notice, of which the annexed is a true CM a- �' printed copy, has been published in each regular and g entire issue of said newspaper and not in any supple- ment thereof on the following dates, to wit: a •AA :. is ahutL�r , June 1. 8, 1989 ik a'ratceswy, wrrrr, 1 declare under penalty of perjury that the foregoing is ture and correct. ` Executed at Mission Viejo, Orange County �rsr California,this ..8.... .. dayof June 19 89 at/seWea ,.,a nMe BrA x L&VW of �.. {^60 4 . ....... ......... .. .. . Signature a t�Me 7 � prttw.- M�eRRir. .- a,�a Capistrano Valley News 23811 Via Fabricante it ..;. P.O. Box 3629 Mission Viejo, Calif., 92690 NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Jody Kolar, Legal FOR PUBLICATION ON: THURSDAY, JUNE 1, 1989 THURSDAY, JUNE 8, 1989 DOCUMENT TO BE PUBLISHED: NOTICE OF PUBLIC HEARING - CONSIDERING PROPOSED OWNER PARTICIPATION AGREEMENT WITH DEERING INVESTMENT COMPANY PROOF OF PUBLICATION: Please send to: City Clerk's Department City Hall 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (714) 493-1171 AUTHORIZED BY: -- DATE: May 23, 1989 Date of Public Hearing - 06/20/89 - 89 / / Date notice published - 06/01/89 - 06/08/89 Date affidavit received - 6 -C)-8 q Date notice posted in designated posting places (3) - 06/01/89 Date notice posted on property - N/A Date of mailing notice to interested parties - N/A Date notice transmitted to City Manager's Office - 05/23/89 notict*f IMPUBLIC HEARING CITY OF SAN JUAN CAPISTRANO NOTICE OF JOINT PUBLIC HEARING NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY NOTICE IS HEREBY GIVEN, that on the 20th day of June, 1989, at 7:00 P.M., in the City Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano, California, the City Council of the City of San Juan Capistrano (the "City") and the San Juan Capistrano Community Redevelopment Agency (the "Agency") will hold a joint public hearing pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000 et sef for the purpose of considering the approval of a proposed Owner Participation Agreement (the "Agreement") with Deering Investment Company. The Agreement provides for the reimbursement of funds expended for public improvements associated with the project. The proposed plan for the project calls for the development of a 87,148 square-foot Home Design Center of which 44,563-square-feet of retail space and necessary landscaping will be constructed by the Developer on the site. The purpose of the public hearing is to consider: 1. The proposed Agreement between the San Juan Capistrano Community Redevelopment Agency and the developer; and, 2. All evidence and testimony for the against the approval of the Agreement. At any time not later than the hour aforesaid set for hearing, any person objecting to the proposed Agreement or to the regularity of any of the prior proceedings may file in writing with the City Clerk a statement of his or her objections thereof. Any persons or organizations desiring to be heard may appear before the Agency and the City Council and show cause why the Agreement should not be approved. At the aforesaid hour the City Council and the Agency shall proceed to hear and pass upon all written and oral objections. The following documents are available for public inspection and copying during regular office hours (8:00 A.M. to 5:00 P.M., Monday through Friday) at the office of the City Clerk and Secretary of the Agency, City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California 92675: 1. A copy of the Agreement between the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California and the Developer; and, Page 2 Joint Public Hearing Deering Investment Company 2. A Summary Report which describes and specifies: a. The cost of the Agreement to the Agency; and, b. The estimated value of the interest to be conveyed, determined at the highest uses permitted under the Redevelopment Plan for the Central Redevelopment Project Area. C. The Negative Declaration issued by the Environmental Review Board on July 19, 1988. Those desiring to be heard in favor of, or in opposition to, this item will be given an opportunity to do so during such hearing or by writing to the City Council at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk. For further information, you may contact the City Clerk's Department at 493-1171. MARY ANWHANWER, CITY CLERK/AGENCY SECRETARY FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION MARY ANN HANOVER, being first duly sworn, deposes and says: That she is the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on June 1, 1989 and June 8, 1989, she caused the above Notice to be posted in three (3) public places in the City of San Juan Capistrano, to wit: City Hall; Old Fire Station Recreation Complex; Orange County Public Library AND, that on June 1, 1989 and June 8, 1989, the above Notice was published in the Capistrano Valley News newspaper. M� A/�HIA/N R CITY CLERK/AGENCY SECRETARY City of San Juan Capistrano, California