Loading...
1994-0620_PRICE COMPANY, THE_Disposition and Development Agreement and Promissory Note SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE THIS SECOND AMENDMENT ("Second Amendment") is made this ZO day of�, 1994 by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency") and THE PRICE COMPANY, a California corporation (the "Developer"). RECITALS A. Agency and Developer are the parties to a Disposition and Development Agreement dated December 16, 1986 as amended by Amendment dated October 1, 1992 (referred to herein as the "DDA"); B. Pursuant to Section 302 of the DDA, the Agency issued a promissory note to the Developer (referred to herein as the "Note"); e C. Attachment No. 5 to the DDA captioned "Scope of Development" provides in Section IC that the "Site" may not be used for "Auto Dealers or Repair" unless part of the Price Club operation (referred to herein as the "Restriction"); D. Developer wishes to eliminate the Restriction so that the Developer is able to lease or sell a portion of the Site to be used by an auto dealership that sells, services and makes repairs with respect to new and used automobiles and trucks (referred to herein as the "Auto Business"); E. The Agency is willing to eliminate the Restriction thus permitting an Auto Business on the Site provided the Agency is permitted to retain an amount equal to Thirty Percent (30%) of the Tax Revenues generated by the Auto Business subject to all of the other terms and conditions of this Amendment; SD (2) Paragraph (A)(1) above shall not apply if any provision of this Second Amendment is held to be invalid, void or otherwise unenforceable by a court of competent jurisdiction in which case one hundred percent (100%) of the Auto Tax Revenues shall be treated as Allocated Tax Revenues. B. In the event an Auto Business commences operations within the Site and thereafter is replaced with another business, (which is not prohibited under the DDA), the Tax Revenues from such replacement business shall be included within the term "Allocated Tax Revenues". 5. Auto Tax Revenues. X A. The Agency shall pay to the Developer during each year from the date hereof until July 12, 2023, an amount equal to seventy percent (70%) of the Auto Tax Revenues. Such amount shall be paid quarterly within thirty (30) days after receipt by the City of sales tax verification from the State of California with respect to each calendar quarter. B. Payments by the Agency to the Developer under paragraph (A) above shall not be credited against the Note. 6. Unenforceability. In the event that any provision of this Second Amendment is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, then this Second Amendment shall be deemed null and void; provided, however that, to the extent permitted by a court of competent jurisdiction, the provisions of paragraph 3 hereof (captioned "Restricted Use Eliminated") and paragraph 4A(2) shall survive any such adverse determination. The parties agree and it is their intention that paragraph 3 and paragraph 4A(2) survive notwithstanding the invalidity or unenforceability of any other provision of this Amendment. ruBL:15445_3 120IB2299.62 3 NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree to amend the DDA as follows: 1. Terms and Definitions. a. All references to terms and definitions herein shall have the same meaning as in the DDA except as otherwise provided herein. b. All references to section numbers herein shall mean section numbers of the DDA except as otherwise provided herein. 2. Incorporation of Recitals. The recital paragraphs above are incorporated into this Amendment by reference. 3. Restricted Use Eliminated. a A. Attachment No. 5 to the DDA captioned "Scope of Development" is amended in the third paragraph of Section 1C thereof by striking the words "Auto dealers or repairs" and replaced with "auto repair unless part of an auto dealer". B. Notwithstanding anything in the DDA to the contrary there shall be no prohibition of the Auto Business. 4. Allocated Tax Revenues. A. (1) In the event at any time and from time to time, Tax Revenues are generated on the Site by a business (other than the Price Club) engaged in the Auto Business, such Tax Revenues (referred to herein as "Auto Tax Revenues") shall not be included within the term "Allocated Tax Revenues". PuEL:15445_31201 B2299.62 2 7. Effect of Second Amendment. Except as amended herein the DDA is in full force and effect in accordance with its terms. EXECUTED as of the date first written above. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: &::�� )/&� Chairman ATTEST L Agency Secredily THE PRICE COMPANY, a California corporation By: Its: By: Its: APPROVED AS TO FORM Agency Special Counsel Pun:15445_31201 B2299.62 4 AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE AMENDMENT made this 1st day of October , 1991 by and between the San Juan Capistrano Redevelopment Agency (the "Agency") and THE PRICE COMPANY, a California corporation (the "Developer") . RECITALS A) Agency and Developer are the parties to a Disposition and Development Agreement dated December 16, 1986 (referred to herein as the "DDA") . B) Pursuant to Section 302 of the DDA the Agency issued a promissory note to the Developer (referred to herein as the "Note") . C) Section 303 (2) of the DDA provides, in part, that if the Developer opens a Price Club or similar retail operation within ten (10) miles from the incorporated boundaries of the City of San Juan Capistrano the balance of the Note shall be deemed fully discharged. A similar provision is found in Paragraph 8 of the Note. D) The Developer wishes to open a Price Club on a site located on Technology Drive between Alton Parkway and Barranca Parkway in the City of Irvine, California (referred to herein as the "Irvine Site") . The Irvine Site is within ten (10) miles of the incorporated boundaries of the City of San Juan Capistrano. E) The Developer wishes the Agency to waive its right to have the Note discharged in the event a Price Club opens on the Irvine Site, and only on the Irvine Site. F) Section 303 of the DDA provides, in part, that payments by the Agency on the Note are based upon City sales taxes generated by the Price Club in San Juan Capistrano, and based upon the follow- ing allocation: (i) First $400, 000. 00 to Agency; (ii) Next $600, 000. 00 to Developer; (iii) Balance 50% to Agency and 50% to Developer. The Agency wishes to increase the first allocation to the Agency from $400, 000 .00 to $450, 000.00 in the event a Price Club or similar retail operation opens for business on the Irvine Site. NOW THEREFORE, in consideration of the mutual covenants herein, the parties agree that the DDA and the Note are amended as provided herein. 1. The above Recitals are incorporated into and made part of this Amendment. 090491:CAPISTRANO:AMEND01 2 . All references to section numbers herein shall mean sections of the DDA unless otherwise indicated. 3 . All references to terms herein shall mean the terms of the DDA unless otherwise indicated. 4 . Notwithstanding anything to the contrary in the DDA or the Note, in the event a Price Club or similar retail operation opens for business on the Irvine Site the Note shall not be discharged and shall remain in full force and effect. 5. Notwithstanding anything to the contrary in the DDA or the Note, in the event a Price Club or similar retail operation opens for business on the Irvine Site then on such date Section 303 (1) (b) of the DDA and Paragraph 7 (b) of the Note shall each be deemed to be amended in its entirety to read as follows: " (b) "Allocated Tax Revenues" shall mean the tax reve- nues considered allocated each Note Year to the Developer based upon the following allocation each Note Year: (1) First $450, 000. 00 to Agency; (2) Next $600, 000. 00 to Developer; (3) Balance 50% to Agency and 50% to Developer. " 6. In the event a Price Club or similar retail operation opens for business on the Irvine Site on a day other than the first day of a Note Year, the $50, 000. 00 increase in sales tax allocation to the Agency (from $400, 000. 00 to $450, 000. 00) shall be prorated based upon the portion of the Note Year from the date the Price Club opens on the Irvine Site until the end of such Note Year. 7. This Amendment shall be terminated without action by either party and the provisions hereof shall be of no further force or effect in the event that a Price Club or similar retail operation does not open for business on the Irvine Site within twelve (12) months after the Developer acquires fee title to the Irvine Site; provided, however, that in the event that Developer shall be delayed or hindered in or prevented from constructing and/or opening a Price Club by reason of strikes, weather conditions, lockouts, litigation, unavailability of materials, failure of power, governmental laws or regulations, delay in obtaining governmental permits or approvals, riots, insurrections, war, or other reason beyond its control, then the twelve (12) month period as aforementioned shall be deemed extended for the period of the delay; provided, however, that notwithstanding the above, this Amendment shall be terminated without action by either party and the provisions hereof shall be of no further force or effect without regard to the aforementioned force majeure provisions, in the event that the Developer fails to acquire Pee title to the Irvine Site within three (3) years from the date hereof. 090491:CAPISTRANO:AMEND01 - 2 - S . Except as amended herein the DDA and the Note remain in full force and effect. Executed as of the date first written above. SAN JUAN CAPISTRANO COMMUNITY REDEVELO NT AGENCY ATTEST: By: a an Agency S c tary Exe utive Director," Approved as to form: �-p L�<z Agency Counsel THE PRICECOMPANY By: President 090491:CAPISTRANO:AMEND01 - 3 - RECORDED AT THE REQUEST OF RECORDING FEES EXEMPT DUE TO AND RETURN TO: GOVERNMENT CODE SECTION 6103 City of San Juan Capistrano City Clerk's Department /h—fes �� r 32400 Paseo Adelanto Cheryl John n, i#y Clerk San Juan Capistrano, CA 92675 City of San Juan Capistrano, CA NOTICE OF COMPLETION WHEREAS, by Grant Deed recorded on June 17, 1987, as Document No. 87-342095 of the Official Records of the County Recorder of the County of Orange, California, the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic, sometimes hereinafter referred to as "Agency", conveyed to THE PRICE COMPANY, a California corporation, sometimes hereinafter referred to as the "Developer", certain real property situated in the City of San Juan Capistrano, California, described on Exhibit "A" attached hereto and made a part hereof; and WHEREAS, the Grant Deed incorporates by reference that certain Disposition and Development Agreement by and between the San Juan Capistrano Community Redevelopment Agency and the Price Company, dated December 16, 1986, hereinafter referred to as the "Agreement"; and WHEREAS, as referenced in said Agreement, the Agency shall furnish the Developer with a Notice of Completion upon completion of construction and development, such Notice shall be in such form as to permit it to be recorded in the Official Records of the County Recorder of the County of Orange, California; and WHEREAS, such Notice of Completion shall constitute a conclusive determination by the Agency of the satisfactory completion by the Developer of the construction and development required by the Agreement and of the Developer's full compliance with the terms of the Agreement with respect to such construction and development; and WHEREAS, the Agency has conclusively determined that the construction and development on the real property described in Exhibit "A" required by the Agreement has been satisfactorily completed by the Developer in full compliance with the terms of the Agreement. NOW THEREFORE, 1. As provided in the Agreement, the Agency does hereby certify and determine that the construction and development on the real property described in Exhibit "A" has been fully and satisfactorily performed and completed in full compliance with the terms of the Agreement, and the plans and specifications for the project. 2. Except as otherwise expressly provided in this Notice of Completion, nothing contained in this instrument shall modify in any other way any other provisions of the Agreement. IN WITNESS WHEREOF, the Agency has executed this Notice of Completion this dayof,-;'�� , ?!&( SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY B y: Exec(ftive Director STATE OF CALIFORNIA ) COUNTY OF ORANGE )SS. CITY OF SAN JUAN CAPISTRANO ) 1, Cheryl Johnson, the duly appointed and qualified City Clerk of the City of San Juan Capistrano, California, do hereby certify under penalty of perjury that the foregoing Notice of Completion is true and correct, and that said Notice of Completion was duly and regularly ordered to be recorded in the Office of the Orange County Recorder by said City Council of the City of San Juan Capistrano. Dated at San Juan Capistrano this ZrJ11� day of A",zC t! 1991. Cheryl JohnsdA, Cfty Clerk E:r161T -0 BZ-342095 DESCRIPTION: PARCEL 1: THAT PORTION OF THE RANCHO DOCA BE LA IRAYA. IN TNS CITY or SAN JUAN CAPISTRANO, COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER NAP RECORDEO JOIE 29. 1907. IN BOOK A. PAGES IID AND 119 OF PATENTS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIRED AS FOLLOUS: BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. BE PRYOR IN THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPERIOR COUNT OF CkONGE COUNTY, CALIFORNIA; TNENC[ NORTH 13 DEGREES 46 MINUTES EAST 21 FEET TO FENCE CORNER: THENCE ALONG OLD FENCE NORTH 27 DEGREES 10 MINUTES NEST. $19 FEET TO A FENCE CORNER, THENCE NORTH 46-1/2 KOKES NEST. 900 FIST TO THE RIGHT-OF-NAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY/ THENCE SOUTH 26 DEGREES NEST ALONG SAID RIGHT-OF-WAY 717 FEET TO LINE OF LAND ALLOTTED IN SAID CASE TO CHRISTINE S. PRYOR. AND THENCE SOUTH 69-1/2 DEGREES [AST, 1122 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF LYING EASTERLY O: THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA. RECORDED APRIL 5. 1930 IN BOOK 375, PAGE 99, OFFICIAL RECORDS. ALSO EXCEPT THEREPROM 1/104 OF ALL OIL. GAS. MINERALS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM HEIL RASMUSSEN. A MARRIED MAN, RECORDED JANUARY 25, 1951 IN BOOK 2114. PAGE 529, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL. OIL .^.'CMTS. MINERALS, MINERAL RIGHTS. NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY RE WITHIN OR UNDER THE PARCEL OF LAND HERRINABOVE DESCRIBED, TOGETHER WITH THE PEAP TUAL RIGHT OF DRILLING. MIMING, EXPLORING AND OPERATING TN[RSFOR AND REMOVING THE SAMS FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DMECTIONALL DRILL ANO MINE FROM LANDS OTN[R THAN THOSE WEREINABOYE DESCRIBED. OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO. THROUGH OR ACROSS THE SUBSURFACE OF THE LARD HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCICED OR DIRECTIONALLY DRILLE WELLS, TUNNELS AND SHAFTT UH:DER AND '"VEATH OR DEYOND THE EXTERIOR LIMITS THEREOF. AND TO REDMILL, RETUNNEL. EWIP. MAINTAIN, REPAIR, DEEPEN AND OPERAT ANY SUCH WELLS OR MINES. WITHOUT, HOWEVER. THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE 00 THE UPPER 101 FEET OF THE SUBSURFACE OF T LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THEE SAFETY OF ANY HIGHWAY THAT MAY 0E CONSTRUCTED ON SAID LANDS, AS RESERVED IN DEED FROM FIRST WESTERN BANK AND TRUST COMPANY. RECORDED JANUARY S. 1971 IN 90011 9309, PAGE 096, OFFICIAL RECORDS. PARCEL 2: BEGINNING AT THE INTERSECTION OF TML EASTERLY LINE OF THE PRYOR HOMESTEAD AS `ESCRIDED IN DECREE RECORDED IN BOOK 7, PAGE 7,1 Of HOMESTEADS. RECORDS O: LOS ANGELES COUNTY, CALIFORNIA, WITH THE CENTERLINL OF THE CALIFORNIA STAT[ HIGHWAY AT ENGINEER'S STATION 416 • 49.24 THEREOF, THENCE FOLLOWING THE EASTERLY LINE OF SAID PRYOR HOMESTEAD, SOUTH 27 DEGREES 53 MINUTES 30 SECONDS VEST 265.41 FEET AND SOUTH 27 DEGREES M MINUTES 40 SECONDS EAST 193.61 FEET ' BT-342095 TO THE CENTERLINE OF SAID HIGHWAY AT ENGINEER'S STATION 412 6 40.04, AND THENCE NORTHERLY ALONG INE CENTERLINE OF SAID HIGHWAY 100.10 FEET TO THE POINT OF BEGINNING. PARCEL S: THAT PORTION OF THE PRYOR HOMESTEAD TRACT. IN THE RANCHO RCCA LA PLAYA, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS SHOWN ON IIA► ATTACHED TO CASE N0. 1210, IN FINAL DECREE MADE BY THE SUPERIOR COURT iN SAID COUNTY, A CERTIFIED COPY OF WHICH IS RECORDED IN DOOR 27, PACE M OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIDED AS FOI.LOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF' THE 41.0 ALMS ALLOTTED TO ALBERT PRYOR IN SAID CASE NO. 1210 OF THE SUPERYOR COURT Of 8410 COUNTY, TMENM WES,EALY ALONG THE NOATK-LY LINE OF SAID 41.0 ALMS ALLOTTED TO ALBERT PAYOR, MORIN 68 DEGREES 33 MINUTES 09 SECONDS NEST. 949.60 FEET TO A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF THE SOUTHERN CALIFORNIA RAILWAY. AS SHOW ON MAP OF SAID PRYOR HOMESTEAD TRACT, SAID POINT BEING ALSO THE SOUTHWESTERLY CONNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEEB RECORDED IN DOOM $834 ►ACE 300 OF OFFICIAL RFCORDS IN SAID Of►ICE, THENCE NORTIIEF,.Y ALONG SAID N41ERLY RIGHT-OF-WAY LINE NORTH 16 DEGREES 47 MINUTES 31 SECONDS WTI S80.N FEET TD THE NORTHERLY LINE OF THE 41.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID SUPERIOR COURT CASE NO. 12101 THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 68 DEGREES 33 MINUTES N SECONDS EAST, ALONG SAID LAST MENTIONED NORTHERLY LINE, A DISTANCE OF 962.29 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE MATE OF CALIFORNIA BY DEED RECORDED IN BOON 374, PAGE 101, OFFICIAL RECORDS IN SAID OFFICE, THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 03 DEGREES SI MINUTES 24 SECONDS HEST 42.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1300.00 FEET, THENCE SOUTHERLY ALONG SAID CURVE, THROUGH M ANGLE OF 13 DEGREES 27 MINUTES 43 SECONDS, AN ARC DISTANCE OF 404.81 FEET, THENCE LEAVING SAID CENTERLIHE, ALONG THE NORTHEASTERLY PROLONGATION OF THE WTHEAS.ERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO TA 37ATE OF CALIFORNIA BY DEED RECORDED IN BOOR 373. PAGE M. OFFICIAL RECORDS IN SAID FICE. SOUTH 14 DEGREtS 34 MINUTES 31 SECONDS WEST, 141.42 FEET TO THE POINT BEGINNING. XCE►T THEREFROM THAT CERTAIN STRIP OF LAND 1.00 FOOT WIDE. AS DESCRIBED IN EO RECORDED IN BOOK 7303, PACE 610, OFFICIAL RECORDS. IN SAID OFFICE. t$0 EXCEPT THEREFROM THAT PORTION LYING WITHIN THE STATE HIGHWAY IGNT-OF-WAY, AS DESCRIBED 1N SAID DEED RECORDED IN DOOR 373, PACE P0, FICIAL RECORDS. SO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL THE OIL. AS AND OTHER MINERALS LYING SN FEET OR MORE BELOW THE SURFACE OF THE AIM SCRIBED PROPERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT INGRESS AND EGRESS OR TO NIM[ OR DRILL FROM OR UPON THE SURFACE ON ANY 0[MT LESS THAN $00 FEET THEREFROM, AS RESERVED IN IN DEED FROM TIMOTHY A. MRY AND MARGARET E. LARRY, HUSBAND AND W[fE. RECORDED DECEMBER 27, 19" IN BOOM 3364, PAGE 338, OFFICIAL RECORDS. OTHER MINERALS XCEPTING AN 3NBEFEET OR MORE DED ONE-HALF INTEREST OU THE SURFACE OF THE ADM NSCIN AND TO ALL THE OIL, CAR RIND PROPERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL FROM ON UPON THE SURFACE 044 AT ANY 87-3ac'�35 . POINT LESS THAN SN FEET TNEREFRON. AS RESERVED IN DEED RECORDED MUST 31. fV61 IN WOK S831. PACE NO. OFFICIAL REMO$. SAID PARCELS OF LAID ARK SHOWN ON A NAP FILED FOR RECORD IN WOE 117. ►AEE N OF RECORD OF SURMS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID C=m. DISPOSITION AND DEVELOPMENT AGREEMENT by and between SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and THE PRICE COMPANY, DEVELOPER TABLE OF CONTENTS Page I . [ §100] SUBJECT OF AGREEMENT . . . . . . . . . . . . . . . . . 1 A. [ §101 ] Purpose of Agreement . . . . . . . . . . . . . . . . . 1 B. [ §102 ] The Redevelopment Plan . . . . . . . . . . . . . . . 1 C. [ §103 ] Description of the Site . . . . . . . . . . . . . . 1 D. [ §104] Parties to the Agreement . . . . . . . . . . . . . 2 1 . [ §105] The Agency . . . . . . . . . . . . . . . . . . . . . . 2 2 . [ §106] The Developer 2 3 . [ §107 ] Prohibition Against Change in Ownership, Management and Control of Developer and Operator . . . . . . . . . . . . . . . . . . . . 2 4. [ §108] Developer' s Authority . . . . . . . . . . . 3 S . [ §109] Agency' s Authority . . . . . . . . . . . . . . 3 6. [ §110] Extension of time to Perform . . . . 3 II . [ §200] ASSEMBLY OF THE SITE . . . . . . . . . . . . . . . . . 3 A. [ §201 ] Assembly Procedures . . . . . . . . . . . . . . . . . . 3 III . [ §300] LOAN BY DEVELOPER TO AGENCY . . . . . . . . . . 5 A. [ §301 ] Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B. [ §302 ] Promissory Note . . . . . . . . . . . . . . . . . . . . . . 5 C. [ §303 ] Method of Note Repayment . . . . . . . . . . . . . 6 IV. [ §400) DISPOSITION OF THE SITE . . . . . . . . . . . . . . 7 A. [ §401 ] Disposition Conveyance . . . . . . . . . . . . . . . 7 B. [ §402 ] Conditions Precedent . . . . . . . . . . . . . . . . . 8 (i) Page C. [ §403 ] Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 D. [ §404] Conveyance of Title . . . . . . . . . . . . . . . . . . 14 E. [ §405 ] Form of Deeds 14 F. [ §406] Condition of Title - Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 G. [ §407 ] Recordation of Documents . . . . . . . . . . . . . 14 H. [ §408] Separate Legal Parcel . . . . . . . . . . . . . . . . 15 I . [ §409] Right of Entry . . . . . . . . . . . . . . . . . . . . . . . 15 V. [ §500] DEVELOPMENT OF THE SITE . . . . . . . . . . . . . . 15 A. [ §501 ] Development of the Site by the Developer . . . . . . . . . . . . . . . . . . . . . . . . 15 1 . [ §502 ] Scope of Development . . . . . . . . . . . . 15 2 . [ §503 ] Plans and Drawings . . . . . . . . . . . . . . 15 3 . [ §504] Cost of Construction . . . . . . . . . . . . 16 4. [ §505] Construction Schedule . . . . . . . . . . . 16 5 . [ §506] Bodily Injury and Property Damage Insurance . . . . . . . . . . . . . . . . 16 6. [ §507 ] City and Other Governmental Agency Permits . . . . . . . . . . . . . . . . . . 17 7. [ §508] Rights of Access . . . . . . . . . . . . . . . . 18 8. [ §509 ] Local, State and Federal Laws . . . 18 9 . [ §510] Antidiscrimination During Construction . . . . . . . . . . . . . . . . . . . . 18 B. [ §511 ] Taxes, Assessments, Encumbrances and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 C. [ §512 ] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 19 (ii ) Pte_ D. [ §513 ] Holder Not Obligated to Construct Improvements . . . . . . . . . . . . . . . . . . . . . . . . . 19 E. [ §514] Notice of Default to Mortgage or Deed of Trust Holders; Right to Cure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 F. [ §515 ] Failure of Holder to Complete Improvements . . . . . . . . . . . . . . . . . . . . . . . . . 20 G. [ §516] Right of the Agency to Cure Mortgage or Deed of Trust Default . . . . . . . . . . . . . 21 H. [ §517 ] Right of the Agency to Satisfy Other Liens On the Site After Title Passes . . . . . . . . . . . . . . . . . . . . . . . . . 21 I . [ §518] Certificate of Completion . . . . . . . . . . . . 21 VI . [ §600] USE OF THE SITE . . . . . . . . . . . . . . . . . . . . . . 22 A. [ §601 ] Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 B. [ §602 ] Non-Discrimination . . . . . . . . . . . . . . . . . . . 22 C. [ §603 ] Effect and Duration of Covenant . . . . . . 24 D. [ §604] Rights of Access . . . . . . . . . . . . . . . . . . . . . 24 VII . [ §700 ] DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . 25 A. [ §701 ] Defaults - General . . . . . . . . . . . . . . . . . . . 25 B. [ §702 ] Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . 25 1 . [ §703 ] Institution of Legal Action . . . . . 25 2 . [ §704] Applicable Law . . . . . . . . . . . . . . . . . . 25 3 . [ §705 ] Acceptance of Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . 25 C. [ §706] Rights and Remedies Are Cumulative . . . 26 D. [ §707 ] Inaction Not a Waiver of Default . . . . . 26 E. [ §708] Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ( iii ) Page F. [ §709 ] Specific Performance . . . . . . . . . . . . . . . . . 26 G. [ §710] Remedies and Rights Prior to the Acquisition Transfer . . . . . . . . . . . . . . . . . 26 1 . [ §711 ] Termination by the Agency . . . . . . . 26 H. [ §712 ] Attorneys Fees . . . . . . . . . . . . . . . . . . . . . . . 27 VIII . [ §800] GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 27 A. [ §801 ] Notices, Demands and Communications Between the Parties . . . . . . . . . . . . . . . . . . 27 B. [ §802 ] Conflicts of Interest . . . . . . . . . . . . . . . . 28 C. [ §803 ] Enforced Delay; Extension of Times of Performance . . . . . . . . . . . . . . . . . 28 D. [ §804] Non-liability of Officials and Employees of the Agency . . . . . . . . . . . . . . 28 E. [ §805 ] Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 IX. [ §900] ENTIRE AGREEMENT; WAIVERS, CONSENT . . . 29 X. [ §1000] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ATTACHMENTS Attachment No. 1 Map Attachment No. 2 Legal Description Attachment No. 3 Schedule of Performance Attachment No. 4 Agency Deed Attachment No. 5 Scope of Development Attachment No. 7 Form of the Note Attachment No . 8 Price Club Radius Restriction Map Attachment No. 9 Certificate of Completion Form ( iv) r i DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency" ) and THE PRICE COMPANY, a California corporation (the "Developer" ) . The Agency and the Developer hereby agree as follows: 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, as therein defined (the "Project" ) by providing for the disposition and development of certain property situated in the Project Area (the "Project Area" ) of the Project. That certain area which is to be developed pursuant to this Agreement (the "Site" ) is depicted on the "Map, " which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of redeveloping the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of San Juan Capistrano, California (the "City" ) and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [ §102 ] The Redevelopment Plan The Redevelopment Plan was approved and adopted by Ordinance No. 488 of the City Council of the City of San Juan Capistrano as was amended by Ordinance Numbers 509, 547 and 582; said ordinances and the Redevelopment Plan as so amended (the "Redevelopment Plan" ) are incorporated herein by reference. C. [ §103 ] Description of the Site The "Site" is that certain real property so designated on the Map (Attachment No . 1) and described in the "Legal Description" , which is attached hereto as Attachment No. 2 and is incorporated herein by reference. The Site, which consists of approximately 23 . 032 gross acres, is located within the corporate limits of the City and within the Project Area. r i D. [ §104] Parties to the Agreement 1 . [ §105 ] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California, 92675. "Agency" , as used in this Agreement, includes the San Juan Capistrano Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. 2 . [ §106] The Developer The Developer is The Price Company, a California corporation, or any permitted assignees. The office and mailing address of the Developer for purposes of this Agreement is The Price Company, 2550 5th Avenue, Suite 629, San Diego, California 92103 . 3 . [ §107 ] Prohibition Against Change in Ownership, Management and Control of Developer and Operator The qualifications and identity of the Developer are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. Prior to issuance of a Certificate of Completion, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Prior to issuance of a Certificate of Completion and subject to the provisions of Section 512, hereof, the Developer shall not assign all or any part of this Agreement or any rights hereunder without the prior written approval of the Agency, in its sole and absolute discretion. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall include any other permitted successors and assigns as herein provided. 12-09-86 2199k/2299/16 -2- 4. [ §108] Developer' s Authority Developer represents and warrants that it is a corporation organized and existing under the laws of the State of California, having its principal place of business in the County of San Diego, California; that the officers executing this Agreement are authorized to execute same on behalf of the Developer, and that all other documents delivered by Developer to Agency, now or at the close of escrow, have been or will be duly authorized, executed and delivered by Developer; and are legal, valid and binding obligations of Developer; and are enforceable in accordance with their respective terms; and do not violate any provision of any agreement to which Developer is a party. 5 . [ §109 ] Agency' s Authority The Agency represents and warrants that: (i ) it is a redevelopment agency duly organized and existing under the laws of the State of California; (ii ) by proper action of the Agency, the Agency has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; (iii ) this Agreement does not violate any provision of any other Agreement to which the Agency is a party; and (iv) to the best of Agency' s knowledge there is no claim, suit, demand, litigation or administrative proceeding threatened or pending as of the date hereof with respect to or in connection with this Agreement or the Redevelopment Plan. 6. [ §110] Extension of Time to Perform The Executive Director of the Agency is authorized to approve extensions of time to the Developer relating to the Schedule of Performance. II . [ §200 ] ASSEMBLY OF THE SITE A. [ §201 ] Assembly Procedures 1 . Pursuant to the Redevelopment Plan, the Agency has entered into a written contract dated July 1, 1986 (the "Great Western Agreement" ) to acquire the "Site" from Great Western Savings and Loan Association (the "Owner" ) . The Great Western Agreement has been amended by written amendment dated December 2 , 1986 ( "Great Western Agreement, as amended" ) , pursuant to which Great Western has agreed to extend the time within which to close escrow, as follows: (a) Upon the payment of One Hundred Thousand Dollars ($100, 000) all cash to Great Western on or before December 17, 1986, close of escrow shall be extended to on or before March 30, 1987. 12-09-86 2199k/2299/16 -3- (b) Six (6) additional one-month extensions shall be permitted at the election of Agency at the rate of Thirty Thousand Dollars ($30,000) per month, payable all cash to Great Western. (c) All of the above deposits shall be forfeitable but applicable to the Purchase Price. Concurrently with the Agency' s acquisition of the Site, the Agency agrees to sell and transfer the Site to the Developer and the Developer agrees to purchase and acquire the Site from the Agency subject to the terms and conditions of this Agreement. 2. Subject to the fulfillment of, Conditions Precedent, the Agency agrees to use diligent efforts to acquire by voluntary purchase the Site from the Owner for the amount of Ten Million Five Hundred Thirty Four Thousand Three Hundred Seventy Seven Dollars ($10,534,377) (the "Acquisition Price" ) . The conveyance of the Site by the Owner to the Agency shall constitute the "Acquisition Conveyance" . 3 . By the time established therefore in the Schedule of Performance (Attachment No. 3) , the Developer shall deposit into escrow or on behalf of the Agency, as the case may be, the amount of Thirteen Million, Forty-Nine Thousand, Three Hundred Seventy- Seven Dollars ($13,049,377) , or such lesser amount as may be required, consisting of (i) the amount of Three Million One Hundred Thirty-Six Thousand Three Hundred Twenty Dollars ($3, 136, 320) (the "Price Parcel Amount" ) representing the Purchase Price payable by the Developer to the Agency for that portion of the Site consisting of twelve (12 ) acres (referred to as the "Price Portion" ) (deposit into escrow) ; (ii ) the amount of Four Million Eight Hundred Five Thousand Five Hundred Forty Dollars ($4, 805, 540) (the "Retail Portion Amount" ) representing the Purchase Price payable by the Developer to the Agency for that portion of the Site consisting of approximately eleven and 032/100 (11 . 032) acres (the "Retail Portion" ) (deposit into escrow) ; (Subparagraphs (i) and (ii ) represent a total Purchase Price of Seven Million Nine Hundred Forty One Thousand Eight Hundred Sixty Dollars ($7,941,860) ) for the Site; (iii ) an amount not to exceed Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107, 517) (the "Loan" ) as a loan to the Agency representing the writedown of the Site ($10, 534,377 - $7,941,860 = $2, 592, 517) (deposit into escrow) ; plus the estimated cost of offsite and onsite improvements ($1, 722, 500) (payment by Developer on behalf of Agency for design and construction of offsite and onsite improvements as provided in the Scope of Development) , plus Development Fees required to be paid by the Agency as provided in the Scope of Development ($775,000) , and 12-09-86 2199k/2299/16 -4- the cost of an environmental impact report ($17 , 500) required to be paid by the Agency (deposit into escrow) . With respect to the additional deposits required by Great Western to extend the close of escrow described in Paragraph 1 0£ this Section 201, Agency and Developer shall each pay one-half. Agency agrees to extend the Great Western Escrow to March 30, 1987 on a month by month basis as required but no later than June 30, 1987 provided this Agreement has not been sooner terminated. In the event that the acquisition from Great Western fails to close for any reason and said monies are forfeited to Great Western then, in that event, Agency and Developer shall each forfeit the monies so deposited and neither party shall have any further rights or obligations with respect to the other. In the event that the escrow closes as set forth in the Great Western Agreement, as amended, and the escrow provided herein closes, the amounts advanced by the Agency to Great Western for extension of the time of Closing shall be reimbursed to the Agency by Developer upon close of Escrow and included within the Loan described in Section 301 hereof. The amounts advanced by Developer shall reduce the amount to be deposited by Developer into Escrow pursuant to Paragraph 3 of this Section 201 as part of the Purchase Price. III . [ §300] LOAN BY DEVELOPER TO AGENCY A. [ §301 ] Loan 1. The Developer shall loan (the "Loan" ) to the Agency the principal sum of Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107, 517) referred to in Section 201(3 ) above or such lesser amount as required to be loaned under the terms of this Agreement as set forth in Paragraph 2 of this Section 301. 2 . The Agency shall use the Loan only for the following purposes: $2, 592, 517 to be applied towards the acquisition of the Site by the Agency and the balance of the Loan for (i ) an environmental impact report; (ii) off-site and onsite improvements required to be paid for by the Agency in the Scope of Development; and (iii ) development fees required to be paid for by the Agency as provided in the Scope of Development. In the event that any portion of the Loan funds received by the Agency has not been expended within one ( 1 ) year after issuance of a Certificate of Completion for the Site, such portion not expended shall be returned to the Developer in principal reduction of the outstanding Loan balance. 12-09-86 2199k/2299/16 -5- B. [ §302 ] Promissory Note Simultaneously with the advance of any Loan funds by Developer, the Agency shall deliver to the Developer through escrow the Agency' s promissory note in a form substantially the same as the note attached hereto as Attachment 7 (the "Note" ) . The Note shall be non-assignable and the City shall have no obligation with respect to the Note. C. [ §303 ] Method of Note Repayment 1 . Definitions. For purposes of this section, the following terms shall apply: (a) "Tax Revenues" for a Note Year shall mean an amount equal to one hundred percent (100%) of that portion of taxes derived by the City and/or the Agency from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law commencing with Section 7200 0£ the Revenue and Taxation Code of the State of California, as amended, arising from all businesses and activities conducted on the Site from time to time, which are subject to such Sales and Use Tax Law. (b) "Allocated Tax Revenues" shall mean the Tax Revenues considered allocated each Note Year to the Developer based upon the following allocation each Note Year: ( 1) First $400, 000 to Agency; (2 ) Next $600, 000 to Developer; (3 ) Balance 50% to Agency and 50% to Developer. (c) "Note Year" means (i ) the twelve (12 ) calendar months beginning on the first day that a new Price Club facility is open (on the Property) for business to the public, and (ii ) each twelve (12 ) calendar months thereafter. If the Price Club opens on a day other than the first day of a calendar month, the first NOTE year shall consist of the twelve calendar months beginning with the first calendar month after the date the Price Club opens plus the period from the date of the opening until the first day of the first calendar month after the opening. (d) "Payment Date" means the last day of the sixth month of any such Note Year and the first day of any such Note Year. (e) "Interest Rate" means prime rate as charged by Bank of America NT as of seven (7) days prior to the close of escrow. 12-09-86 2199k/2299/16 -6- (f) "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 2 below in repayment of principal and interest on the Agency Note. 2 . Note Payment Provided Developer has completed and opened a Price Club for business and Developer has not opened another Price Club or similar retail operation within ten ( 10) miles from the incorporated boundaries of the City of San Juan Capistrano as such boundaries presently exist as shown in Attachment No . 8, in which later event the balance of Note shall be deemed fully discharged, the Agency shall make Debt Service Payments on each Payment Date during each Note Year in an amount equal to the total allocated Tax Revenues for the Note Year as of the Payment Date less any Debt Service Payment previously paid to Developer for such Note Year. Debt Service Payments shall be credited to the payment of all accrued but unpaid Interest and the balance to principal. Debt Service Payments shall be made for a period of twenty-three (23) Note Years less one ( 1 ) year for each $120, 000 in principal reduction as a result of repayment by Agency to Developer of any unexpended portion of the Loan pursuant to Paragraph 2 of Section 301 hereof. In the event that Debt Service Payments are insufficient to fully discharge the Note within the Note Years described in the sentence immediately preceding then, in such event, the unpaid balance of the Note, including any accrued interest, shall be deemed forgiven. 3 . Covenant Regarding Sales Tax. In the event that the Agency fails to make Debt Service Payments on any Payment Date and fails to cure same within thirty (30) days after written notice from the Developer, Agency hereby covenants to adopt a resolution or ordinance setting a tax rate ( in an amount sufficient to provide funds to satisfy the Agency' s debt to the Developer under the Note) upon all retail sales in the Project Area pursuant to the Ordinance described in Subparagraph (c) of Paragraph 1 in Section 402 hereof and to transmit same to the State Board of Equalization upon adoption. Upon receipt of such sales and use tax from the State, Agency shall forthwith make Debt Service Payments as described herein. All sales taxes to be received by the Agency pursuant to this paragraph 3 are deemed pledged to secure the Agency' s debt to Developer. IV. [ §400] DISPOSITION OF THE SITE 12-09-86 2199k/2299/16 -7- A. 1 §4011 Disposition Conveyance Concurrent with Acquisition Conveyance, the Agency shall convey the Site to the Developer pursuant to the Agency Deed (Attachment No . 4) ; such conveyance shall constitute the "Disposition Conveyance" . The Developer and the Agency shall execute the Agency Deed (Attachment No. 4) by the time established therefor in the Schedule of Performance (Attachment No. 3 ) ; provided that the execution by the Agency of said Agency Deed shall be subject to and conditioned upon the prior or concurrent satisfaction by the Developer of the "Conditions Precedent" , as set forth in Section 402 of this Agreement. B. [ §4021 Conditions Precedent 1 . Developer' s Conditions Precedent Developer' s obligations to advance funds, and purchase the site are subject to all of the following conditions being first approved or waived by the Developer; any approvals being made in Developer' s sole and absolute discretion: (a) Developer' s obligation to purchase the Site is conditioned upon Developer approving (or waiving) the physical condition of the Property, including a soils report, to be obtained by Developer at its expense. If Developer does not notify Agency of its approval or waiver of the soils report, or notifies Agency of its disapproval, within forty-five (45) days after the date hereof, this condition shall be deemed not satisfied and this Agreement shall be deemed terminated. Approval shall constitute assumption by Developer of obligations, if any, imposed by Health & Safety Code 25298 and Developer hereby indemnifies and holds Agency harmless with respect thereto. (b) Developer' s obligation to purchase the Site is conditioned upon (i ) Developer first obtaining all required zoning, governmental land use permits and approvals, site plan and architectural approvals, building permits, and other permits under conditions satisfactory to Purchaser ( such permits, approvals and licenses referred to as ( "Permits" ) for the immediate construction and operation on the Site as determined by Developer of a Price Club and shopping center (the "Planned Use" ) , (ii ) Developer 12-09-86 2199k/2299/16 -8- being satisfied with respect to all engineering and feasibility studies, drainage, topography, utilities, traffic, ingress and egress and related issues with respect to Developer' s development of the Site, (iii ) sewer, water, drainage, telephone, gas and electric utility lines being within a public street adjacent to the Site, and immediately available for use and connection with size and capacity adequate to properly serve Developer' s development and operation of the Planned Use on the Site without governmental restrictions or prohibitions and subject only to payment of usual front foot benefit charges, connection fees and consumption charges associated therewith, and without the requirements of obtaining easements from other property owners for the extension and connection of any and all of such utilities. If, on or before June 30, 1987, Developer does not notify Agency that all conditions of this Section are satisfied or waived, or notifies Agency of such dissatisfaction, then such conditions shall be deemed not satisfied and this Agreement shall be deemed terminated. (c) No later than sixty (60) days after the date of this Agreement the City passes an ordinance under Revenue and Taxpayer Code Section 7202 . 5 providing for a credit for sales and use taxes paid to the Agency and the Agency adopting a sales and use tax ordinance under Revenue and Taxation Code 7202 . 6 which will impose a tax upon all retail sales in the Project Area under the terms and conditions set forth herein. If such ordinances are not passed by the City and the Agency within such sixty (60) day period Developer may terminate this Agreement at any time prior to close of escrow. (d) Developer' s obligation to purchase the Site is subject to Developer approving (or waiving) the legal description (including the size) of the Site and all title exceptions in the preliminary title report obtained by Developer (other than liens and encumbrances which Agency covenants to eliminate prior to close of escrow) (collectively referred to as "Title 12-09-86 2199k/2299/16 -9- Matters" ) within fifteen (15) days after the date of this Agreement and receipt of all Title Documents including an up to date title report and all exception documents. If Developer does not notify Agency of its approval or disapproval of the Title Matters within the fifteen ( 15) day time limit, this condition shall be deemed satisfied. If, within such fifteen ( 15) day period, Developer, at its option, notifies Agency of objections to particular title exceptions, Agency may, within ten (10) days thereafter ( "Cure Period" ) , at its option, give Developer notice of Agency' s covenant to have some or all of such objected exceptions eliminated as title defects prior to close of escrow. If Agency covenants to have all objected exceptions eliminated, the conditions of this Section 402 ( 1) (d) shall be deemed satisfied and Agency must deliver title free of those objected exceptions. If Agency does not agree to cure all objections, then Developer may, at its option, within ten ( 10) days after the ten ( 10) day Cure Period, give Agency notice of Developer' s election to waive its objection to those exceptions which Agency does not covenant to cure, in which case the conditions of this Section 402 ( 1 ) (d) shall be deemed satisfied, and Agency must deliver title free of those exceptions which it has agreed to cure . I£ Developer does not waive its objections, Developer' s obligation to purchase the Site shall be deemed terminated. The foregoing items ( a) to (d) inclusive constitute the "Developer Conditions" . 2 . Agency' s Conditions Precedent As conditions precedent (or concurrent) to the obligations of the Agency to acquire the Site, execute the Agency Deed (Attachment No. 4) or to effect the Disposition Conveyance, the Developer Conditions shall have been satisfied or waived by Developer and further the Developer shall complete all of the following: a. the Developer shall certify in writing that the Developer has determined based upon its own investigation that soil conditions and zoning are in all respects satisfactory and that the Developer knows of no reason that 12-09-86 2199k/2299/16 -10- it will not proceed to acquire the Site and develop and operate improvements pursuant to this Agreement; and b. the Developer executes the Agency Deed (Attachment No. 4) ; and As a condition precedent to the Agency conveying the Site to the Developer, the Owner shall convey the Site to the Agency in exchange for the Acquisition Price, free of possession, and with title conforming to the requirements of the Agency and the Developer. The foregoing conditions, together with the Developer Conditions shall collectively constitute the "Conditions Precedent" . 3 . Closing Conditions The Developer' s obligation to purchase and develop the Site and Agency' s obligation to acquire and convey the Site are subject to the condition that there is no pending litigation which would prohibit Developer from acquiring and developing the Site in accordance with the terms of this Agreement unless this condition is waived by Developer and Agency. C. [ §403 ] Escrow The Agency and Developer agree to open an escrow (the "Escrow" ) with Ticor Title Insurance Company, Orange County, California (or with a mutually agreeable escrow company) (the "Escrow Agent" ) , by the time established therefor in the Schedule of Performance (Attachment No. 3 ) . This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the conveyance of the Site from the Agency to the Developer pursuant to the Agency Deed (Attachment No. 4) ; a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. No provision of additional escrow instruction shall modify or change this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 403 , in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 12-09-86 2199k/2299/16 -11- Upon delivery by the Owner of (i ) grant deeds by the Owner conveying the Site to the Agency and delivery of the Agency Deed (Attachment No. 4) and the Note duly executed by the Agency, the Escrow Agent shall record (i) the grant deeds conveying the Site to the Agency; and thereafter (iii) the Agency Deed (Attachment No. 4) , when title can be vested in Developer, all in accordance with the terms and provisions of this Agreement. Any liability or casualty insurance policies covering the Site or any parcel are not to be transferred. Upon close of escrow the Escrow Agent shall insert the date of the Note and deliver same to Developer. The Agency shall submit instructions for the acquisition of the Site from the Owner. The content of those instructions is a matter of no concern to the Developer and will be handled outside the scope of this Agreement. In connection with the conveyance of the Site from the Agency to the Developer, Escrow Agent shall charge the Agency out of the Purchase Price : ( i ) cost of transfer taxes; (ii ) any amount due Developer resulting from prorations; (iii ) usual Agency' s document drafting charges; (iv) release fees on any encumbrances; (v) one-half any escrow fee or escrow termination charge; and (vi ) title insurance premiums for a CLTA standard owner' s policy. Developer shall pay for the following: (i ) any amount due Agency resulting from prorations; (ii ) one-half of any escrow fee or escrow termination charge; (iii ) usual Developer' s document drafting and recording charges; and (iv) the difference between the cost of title insurance premium for a standard owner' s policy and the cost of any additional title insurance coverage requested by Developer. The Escrow Agent is authorized to: 1 . Pay and charge the Developer or Agency, as provided above, for any fees, charges and costs payable under this Section 403 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the Escrow. 2 . Disburse funds and deliver the deed and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. Funds shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the grant deeds for the Disposition Conveyance and the Agency Deed (Attachment No. 4) , and has delivered to the 12-09-86 2199k/2299/16 -12- Developer a title insurance policy insuring the interest of the Developer in conformity with Section 406 of this Agreement. 3 . Record any instruments delivered through this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds deposited by Developer into this Escrow shall be held in an insured interest-bearing account with all accrued interest credited to the account of the Developer until close of escrow or termination of this Agreement as the case mey be. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. On any occasion when Escrow Agent is required to pay funds from the Escrow Deposit to either the Agency or Developer, it shall transmit such funds by check by United States overnight express mail or, if so instructed by the party entitled to the funds, by federal wire transfer. The Escrow Agent shall not cash any checks received from Developer unless and until Escrow Agent is prepared to immediately invest such funds, upon collection, in interest-bearing investments as aforesaid. If this Escrow is not in condition to close on or before the time established therefor in Section 404 of this Agreement, any party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten ( 10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten ( 10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of each of the Agency and the Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Developer. At 12-09-86 2199k/2299/16 -13- the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency and the Developer shall be directed to the addresses and in the manner established in Section 801 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 302 and Sections 403 to 408, both inclusive, of this Agreement. D. [ §404] Conveyance of Title Subject to any extensions of time mutually agreed upon between the Agency and the Developer, the conveyance of fee title to the Developer pursuant to the Disposition Conveyance shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3 ) . Said Schedule of Performance (Attachment No. 3) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. E. [ §405 ] Form of Deeds The Agency shall convey the Site to the Developer pursuant to the Agency Deed (Attachment No. 4) . F. [ §406 ] Condition of Title-Title Insurance Upon the Acquisition Conveyance, the Agency shall deliver a Grant Deed conveying good and marketable title to the Site to the Developer in fee simple free of all liens and encumbrances and subject only to current taxes which are liens not yet payable and covenants, conditions, restrictions, easements and rights of way approved by Developer. At the close of escrow and as a condition of closing, Agency shall furnish Developer with a CLTA standard owner' s title insurance policy issued by Ticor Title Insurance Company (the "Title Company" ) or a mutually agreeable title company in the amount of Ten Million Five Hundred Thirty Four Three Hundred Seventy Seven ($10, 534, 377) , insuring that fee title to the Property is vested in Developer in such condition as provided in this Section 406. The cost of such insurance shall be paid for by Agency. However, Developer, at its option, may require an ALTA standard owner' s coverage title insurance policy and/or such title endorsements as Developer may desire, in which event Developer shall pay the premium differential between a CLTA standard owner' s policy and such additional title insurance as Developer may desire . 12-09-86 2199k/2299/16 -14- / G. [ §407 ] Recordation of Documents The Escrow Agent shall file first the deeds conveying the Site to the Agency then the Agency Deed (Attachment No. 4) , for recordation among the land records in the Office of the County Recorder for Orange County. H. [ §408] Separate Legal Parcel Agency shall convey the Site at closing as a separate legal parcel or parcels and the Property must be in compliance with all applicable subdivision laws, rules and regulations. The Site must be delivered at close of escrow free of all tenants and occupants. The Developer assumes responsibility for the preparation, approval, and recordation of any subdivision maps as may be required in connection with development of the Site. I . [ §409 ] Right of Entry Until closing or termination of this Agreement, whichever occurs first, and subject to the rights of Agency under the Agreement with Owner described in Section 201 hereof, Developer and its agents and designees shall have the right to enter upon the Site at any time and from time to time to perform any and all tests and studies Developer deems appropriate, including, but not limited to, soils tests. Developer hereby agrees to indemnify, defend and hold Agency completely harmless against any loss, damage, liability or expense, including reasonable attorneys' fees, arising out of Developer' s activities under this section, or in enforcing this indemnity. I£ Developer does not acquire the Site, Developer agrees to repair any damage and to restore the Site to substantially the same condition it is in as of the date of this Agreement. V. [ §500] DEVELOPMENT OF THE SITE A. [ §501 ] Development of the Site by the Developer 1 . [ §502 ] Scope of Development The Site shall be developed as provided in the "Scope of Development" , which is attached hereto as Attachment No. 5 and is incorporated herein and plus approved by the City and Agency. 2 . [ §503 ] Plans and Drawings By the respective times set forth therefor in the Schedule of Performance (Attachment No. 3) , the Developer shall prepare and submit to the City plans, including elevations, 12-09-86 2199k/2299/16 -15- describing in detail the on-site developer improvements (as hereafter provided in the Scope of Development [Attachment No. 5 ] ) . The plans and elevations shall be submitted in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements of this Agreement. In addition to normal City Processing, the Plans are subject to review by the Agency and shall be approved or disapproved as provided in the Schedule of Performance (Attachment No. 3 ) . Failure by the Agency to either approve or disapprove within the times established in the Schedule of Performance (Attachment No. 3 ) shall be deemed an approval . Any disapproval shall state in writing the reasons for disapproval and shall indicate requested changes. The Developer, upon receipt of a disapproval based upon powers reserved by the Agency hereunder, shall revise such portions and resubmit to the Agency as soon as possible after receipt of the notice of disapproval as provided in the Schedule of Performance (Attachment No. 3 ) provided such suggested changes are acceptable to Developer. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 5) . 3 . [ §504] Cost of Construction All of the cost of developing and constructing all of the improvements, and all demolition and site preparation costs shall be as provided in the Scope of Development. 4. [ §505 ] Construction Schedule The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 3 ) . 5 . [ §506] Bodily Injury and Property Damage Insurance The Developer shall defend, indemnify, assume all responsibility for and hold the Agency, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys' fees and costs) , which may be caused by any of the Developer' s activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain during the life of this Agreement (including without limitation all 12-09-86 2199k/2299/16 -16- Attachments hereto) , a comprehensive liability policy in the amount of Five Million Dollars ( $5, 000, 000) combined single limit policy, including contractual liability, as shall protect the Developer, City and Agency from claims for such damages. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective offices, agents, and employees as additionally insured parties under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify in writing the City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency other than for negligent acts or omissions of the Agency and/or City. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance (Attachment No. 3 ) . The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The obligations set forth in this Section 506 shall remain in effect only until a final Certificate of Completion has been furnished for all of the Developer Improvements as hereafter provided in Section 513 of this Agreement. Notwithstanding the aforementioned in this Section 506, the Developer may satisfy insurance obligations by self insurance (evidenced by certification of same) provided Developer' s net worth is in excess of One Hundred Million Dollars ($100, 000, 000) . 6. [ §507 ] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site, the Developer shall, at its own expense, secure or cause to be secured any and all land use and 12-09-86 2199k/2299/16 -17- PV other entitlements which may be required by the'City or any other governmental agency affected by such construction, development or work. Fees and other charges payable in the Scope of Development to the City shall be paid as provided in the Scope of Development. 7. [ §508 ] Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements, so long as they comply with all safety rules. Such representatives of the Agency shall be those who are so identified in writing by the Executive Director of the Agency. The Agency (or its representatives) shall, except in emergency situations, notify the Developer prior to exercising its rights pursuant to this Section 508 to provide the Developer a reasonable opportunity to accompany the Agency representatives. This Section 508 shall not diminish the rights of the City to enforce its enactments. 8. [ §509 ] Local, State and Federal Laws The Developer shall carry out the construction of the improvements in conformity with all applicable laws. 9 . [ §510] Antidiscrimination During Construction The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. B. [ §511 ] Taxes, Assessments, Encumbrances and Liens After the Disposition Conveyance, the Developer shall pay all taxes levied upon the Site prior to delinquency and shall hold harmless the Agency and City from and against any liability or claim with respect to real estate taxes or assessment in connection with the Site or improvements thereon accruing after the Disposition Conveyance except as otherwise provided herein. Prior to issuance of a Certificate of Completion pursuant to Section 518, the Developer shall not place or allow to be placed on the Site or any part thereof any mortgage, trust deed, encumbrance or lien other than by a recognized financial institution. Nothing herein contained shall be deemed to prohibit the Developer from contesting the 12-09-86 2199k/2299/16 -18- validity or amounts of any property tax, or any encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. C. [ §512 ] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion or partial Certificate of Completion (pursuant to Section 518 of this Agreement) as to any building or structure, the Developer shall not, except as permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, of the whole or any part of the Site except to a partnership in which Developer has at least a 50% interest in profits and losses; provided Developer shall remain fully responsible hereunder. This prohibition shall not be deemed to prevent the granting of leases, or temporary or permanent easements or permits to facilitate the development of the Site. D. [ §513 ] Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed for the Site be construed so as to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. E. [ §514] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency shall deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement and of which the Agency has received notice in writing a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the 12-09-86 2199k/2299/16 -19- construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer' s obligations to the Agency by written agreement satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 518 of this Agreement, to a Certificate of Completion (as therein defined) . F. [ §515 ] Failure of Holder to Complete Improvements In any case where, thirty (30) days after default by the Developer in completion of construction of improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: 1 . The unpaid mortgage or deed of trust debt at the time title became vested in the holder ( less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings) ; 2 . All expenses with respect to foreclosure; 3 . The net expense, if any (exclusive of general overhead) , incurred by the holder as a direct result of the subsequent management of the Property or part thereof; 4. The costs of any improvements made by such holder; and 5 . An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or 12-09-86 2199k/2299/16 -20- deed of trust debt and such debt had continued in existence to the date of payment by the Agency. G. [ §516] Right of the Agency to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the improvements on the Site or any part thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to the construction financing mortgages or deeds of trust. H. [ §517 ] Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title and prior to the issuance of a Certificate of Completion, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than fifteen ( 15) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. I . [ §518] Certificate of Completion Promptly after completion of all construction and development required by this Agreement to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site and the Certificate of Completion shall so state. After recordation of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition) , incur any obligation or liability under this Agreement except as provided in the Agency Deed (Attachment No. 4) . A Certificate of Completion of construction for the entire improvement and development of the Site shall be in such form as to permit it to be recorded in the Recorder' s Office of Orange County in a form attached hereto as Attachment No. 9. 12-09-86 2199k/2299/16 -21- Partial certificates evidencing completion of development upon the Site may be requested and thereupon issuance shall be in accordance with the other provisions of this Section 518. If the Agency refuses or fails to furnish a Certificate of Completion for the Site, or part thereof, after written request from the Developer, the Agency shall, within thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency' s opinion of the actions the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have filed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093 . VI . [ §600] USE OF THE SITE A. [ §601 ] Uses The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and thereafter, the Developer and such successors and such assignees, shall not devote the Site to any uses prohibited by the Redevelopment Plan and this Agreement. The foregoing covenant shall run with the land for twenty (20) years commencing with the date of execution of this Agreement by the Agency. B. [ §602 ] Non-Discrimination The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, 12-09-86 2199k/2299/16 -22- sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1 . In deeds : "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, Sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " 2 . In leases : "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination 12-09-86 2199k/2299/16 -23- or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. " 3 . In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. " C. [ §603 ] Effect and Duration of Covenant The covenants established in this Agreement and the deeds shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site or any part thereof. The covenants, contained in this Agreement shall remain in effect until the termination date of the Redevelopment Plan except as otherwise provided herein. The covenants against racial discrimination shall remain in perpetuity. D. [ §604] Rights of Access The Agency, for itself and for the City and other public agencies, at its sole risk and expense, reserves and the Developer grants the right to enter the Site or any part thereof at all reasonable times for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site and recorded as a matter of record as of the date of this Agreement; provided that, except in emergency situations, such rights shall not be exercised during the Christmas season or without reasonable prior notice. Any such entry shall be made only after reasonable notice to Developer, and Agency shall defend, indemnify and hold Developer harmless from any costs, claims, damages or liabilities pertaining to any entry. Nothing herein shall be construed as a grant of an easement or other property right not of record. 12-09-86 2199k/2299/16 -24- VII . [ §700] DEFAULTS AND REMEDIES A. [ §701 ] Defaults -- General Subject to the extensions of time set forth in Section 803, failure by either party to perform any term or provision of this Agreement within the time periods provided herein constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other parties, specifying the default complained of. Except as otherwise expressly provided in Sections 711 and 712 of this Agreement, the claimant shall not institute proceedings against any other party and the other party shall not be in default if such other party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. B. [ §702 ] Legal Actions 1 . [ §703 ] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 701, any party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other rentedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 2 . [ §704] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 . [ §705 ] Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service, whether made within or without the State of California, or in such other manner as may be provided by law. 12-09-86 2199k/2299/16 -25- C. [ §706] Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. [ §707 ] Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [ §708] Damages If any party defaults with regard to any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured as provided in Section 701, the defaulting party shall be liable to the other party for any damages caused by such default, and the non-defaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. F. [ §709 ] Specific Performance If any party defaults under any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured as provided in Section 701, the non-defaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement pertaining to such default. G. [ §710] Remedies and Rights Prior to the Acquisition Transfer 1 . [ §711 ] Termination by the Agency In the event that prior to the Acquisition Conveyance: ( a) The Developer (or any successor in interest) assigns or attempts to assign by executing a written agreement of assignment the Agreement or any rights therein or in the Site in violation of this Agreement; or 12-09-86 2199k/2299/16 -26- (b) The Developer does not submit construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor any such default or failure shall not be cured within forty-five (45) days after the date of written demand therefor by the Agency; or (c) Any of the Conditions Precedent (as set forth in Section 402 of this Agreement) are not satisfied or waived by the time established therefor in the Schedule of Performance (Attachment No. 3 ) ; then this Agreement and any rights and obligations thereunder of the Developer (or any authorized assignee or transferee) or the Agency, shall, at the option of the Agency, be terminated by the Agency. H. [ §712 ] Attorneys Fees If either party hereto files an action or brings any proceeding against the other arising out of this Agreement, or is made a party to any action of proceeding brought by the Escrow Agent, then the prevailing party shall be entitled to recover as an element of its costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. The "prevailing party" shall be the party who is entitled to recover its costs of suit whether or not suit proceeds to final judgment. VIII . [ §800] GENERAL PROVISIONS A. [ §801] Notices, Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by courier, to the principal offices of the Agency and the Developer. Such written notices, demands and communications may be sent in the same manner to such other addresses as such parties may from time to time designate by mail as provided in this Section 801 . Any written notice, demand or communication shall be deemed received immediately if delivered by courier. 12-09-86 2199k/2299/16 -27- B. [ §802 ] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. C. [ §803 ] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by any party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, other than for the payment of money, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; epidemics; quarantine restrictions; freight embargoes; litigation; unusually severe weather; acts or omissions of another party; acts or failures to act of the City of San Juan Capistrano or any other public or governmental agency or entity (other than the acts or failures to act of the City which shall not excuse performance by the Agency) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and the Developer. The Developer shall not be entitled pursuant to this Section 803 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing for the acquisition of the Site. D. [ §804] Non-liability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency (or the City) or for any amount which may become due to the Developer or their successors, or on any obligations under the terms of this Agreement. 12-09-86 2199k/2299/16 -28- The Developer expressly agrees and acknowledges that the City and the Agency are not obligated, by virtue of this Agreement, to approve any ordinances or take or refrain from taking any legislative acts, including, without limitation the approval of a redevelopment plan amendment and the creation of authority in the Agency to impose sales taxes with respect to the Site (or any other area) , except as provided in Section 303 (3 ) . [ §805 ] Brokers Neither the Agency nor the Developer shall be liable for any real estate commissions, brokerage fees or finders fee which may arise here from. The Agency and the Developer each represents that it has not engaged any broker, agent or finder in connection with this transaction, and each agrees to defend, indemnify and hold harmless the other parties from and against any claim with respect to such commissions based upon the acts of such party. IX. [ §900] ENTIRE AGREEMENT; WAIVERS, CONSENT This Agreement is executed in five (5) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 28 and Attachments 1 through 9, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. Neither the Agency nor the Developer makes any representations or warranties except as expressly set forth in this Agreement. X. [ §1000] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before thirty (30) days after signing and delivery of this Agreement by Developer or either party may decline to enter into this Agreement, except to the 12-09-86 2199k/2299/16 -29- extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. The individuals signing below on behalf of the Developer represent and warrant that they have the authority to bind such entities. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. December 16 19z,� SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By ry Haus or� fer,—C air an ATTEST: ary Ann H ve Agency ecretary APP VED T Agency Counsel THE PRICE COMPANY, a California corporation By: zyz�7)�� Its: By: Its: "DEVELOPER" 12-09-86 2199k/2299/16 -30- STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) CITY OF SAN JUAN CAPISTRANO On this 16th day of December in the year 1986 before me, the undersigned, a Notary Public in and for said State, personally appeared Gary L. Hausdorfer and Mary Ann Hanover , 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 and Secretary (insert title of the officer) San Juan Capistrano Community Redevelopment Agency (name of public corporation, agency or political subdivision) and acknowledged to me that the San Juan Capistrano Community Redevelopment Agency (public corporation, agency or political subdivision) executed it. L SEALRM JOHNSON 'Signatu of Not y Public C -CALIFORNIA OO'INTIhs 1ov 11, 1989 Cheryl A. Johnson Name typed or printed 12-09-86 2199k/2299/16 STATE OF CALIFORNIA ) ss. COUNTY OF Sar ) a r) o ) On 17ecc m be- r 12, before me, the undersigned, a Notary Public in and for said State, personally appeared Rc b C r+ < Pr I c e� 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 President, and G1I leZ5 i-I P a Fe ma n personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the 1�3f 5B + 5-1-a Il—I1Secretary of the Corporation that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal . - - - - - - - - - - - - - - - - - - OFFICIAL SEAL (SEAL) COLLEEN CARPENTER OWYER NOTARY PUBLIC-CALIFORNIA + • SAN DIEGO COUNTY i.cex My Comm Exmree Aon,5 -9R: 12-09-86 2199k/2299/16 ATTACHA#T NO. 1 v Oma. \ C Z 3 \ 6p A \ t F 1 � lam. V .4 Dn p cb . 1 1; Y 1-- k O BLVD. x. VID-rORIA ATTACHMENT NO. Z, Page 1 of 1 ATTACHMENT NO. 2 • TICOR 'fITLANSURANCE COMPANY OF' CALIFORNIA DESCRIPTION : LEGAL DESCRIPTION PARCEL i : THAT PORTION OF THE RANCHO BOCA DE LA PLAYA . CITY OF SAN JUAN CAPISTRANO , COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAF' RECORDED JUNE 29, 1887 IN BOOK, 4 PAGES Sib AND 119 OF PATENTS . RECORDS OF LOS ANGELES COUNTY . CALIFORNIA DESCRIBED AS FOLLOWS : BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. DE PRYOR IN THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPER]:OR COI_IRT OF ORANGE COUNTY , CALIFORNIA ; THENCE NORTH 33 DEGREES 40 MINUTES EAST 21 FEET TO FENCE CORNER; THENCE ALONG GILD FENCE NORTH 27 DEGREES SO MINUTES WEST , 518 FEET TO A FENCE CORNER ; THENCE NORTH 46-1 /2 DEGREES WEST , 680 FEET TO THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY ; THENCE. SOUTH 26 DEGREES WEST ALONG SAID RIGHT OF WAY 717 FEET TO LINE OF LAND ALLOTTED IN CASE TO CHRISTINE S. PRYOR, AND THENCE: SOUTH 69-1 /2 DEGREES EAST , ii --)2 FEET TO 'THE POINT OF BEGINNING, EXCEPT THAT PORTION 'THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED I14 THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 5, 1930 IN BOOK 375 PAGE 99 , OFFICIAL RECORDS . ALSO EXCEPT 'THERE'FROM t /16TH OF ALL OIL, GAS , MINERALS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RASMUSSEN , A MARRIED MAN, RECORDED JANUARY 25 , 1951 IN BOOK 2134 PAGE 528, OFFICIAL. RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL , OII_ RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATIJRAI_. GAS RIGHTS, AND EITHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE F'AfiCEL. OF LAND HEREINABOVE' DESCRIBED , T'OGE'THER WITH 'THE PERPETUAL RIGHT OF' DRILLING . MINING , EXPLORING AND OPERATING THEREFOR AND REMOVING THE ;TAME FROM SAID LAND OR ANY OTHER LAND , INCLUDING THE RIGHTTO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED . OIL , OR GAS WELLS, TUNNELS AND .SHAFTS INTO, THROUGH OR ACROSS THE S'UBSURFAC'E: OF THE LAND HEREINABOVE DESCRIBED . AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR I_ iriuS THEREOF , AND TO REDRILL . RETUNNEL , EQUIP , MAINTAIN , REPAIR . DEEPEN AND OPERATE ANY SUCH WELLS OR MINES , WITHOUT , HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AHD OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE. DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE. SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS. PARCEL. 2 : BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE PRYOR HOMESTEAD AS DESCRIBED IN DECREE RECORDED IN BOOK 7 PAGE 31 OF HOMESTEADS , RECORDS OF LOS ANGELES COUNTY , CALIFORNIA , WITH THE CENTER LINE OF THE CALIFORNIA STATE HIGHWAY Al ENGINEER ' S STATION 416 4 4? .24 THEREOF ; THENCE FOLLOWING THE EASTERLY LINE OF SAID FR YOR HOMESTEAD . SOUTH 27 DEGREES 53 HINUTES 30 SECONDS WEST 2 ,5. 4i FEET AND SOUTFI 27 DEGREE" 08 MINUTES 40 SECONDS EAST 19:1 .61 FEET TO THE CENTER LINE OF 3'+ID HIGHWAY AT ENGINEER ' S STATION 412 + 40.. 84 ; AND 'IFIF_.NCE NORIHERL.Y ALONG THE CE:NIER LINE. OF SAID HIGHWAY 408. 40 FEET TO 'THE ATTACHMENT NO. 2 'Page '1 of 2 ATTACHMENT N0. 2 Page 2 of 2 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE I. GENERAL PROVISIONS 1. Execution of Agreement by the No later than December 16, 1986. Agency. The Agency shall hold a public hearing on this agreement, shall authorize execution and shall execute this agreement, and shall deliver five (5) executed copies of this agreement to the Developer. 2. Submission - Basic Concept Concurrent with execution and Schematic Drawings. The of the agreement. Developer shall submit the basic concept and schematic drawings (complete submittal package) for review and comment to the Environmental Review Board, Traffic and Trans- portation Commission, architectural Board of Review and Planning Commission. 3. Approval - Basic Concept and Within 30 days of Agency's Schematic Drawings. The execution of this Agency shall approve or Agreement. disapprove the basic concept and schematic drawings. 4. Completion of Soils or Prior to or concurrent with the Geotechnical Test. The Agency's execution of this Developer shall conduct at its Agreement. expense all work necessary to investigate and determine the soil condition of the site. 5. Submission - Preliminary Title Concurrent with execution of Reports. The Agency shall this Agreement by the Agency. submit to the Developer copies of thepreliminary title reports for the site. 12-09-86 Attachment No. 3 2199k/2299/16 Page 1 of 3 6. Comments - Preliminary Title Within 30 days after receipt by the Reports. The Developer shall Developer. submit to the Agency/City its comments on the preliminary title reports for the site. II. CONVEYANCE AND CONSTRUCTION 1. submission - Preliminary Within 60 Days after the Agency Construction Drawings and approves basic concept and Grading and Landscaping Plans. schematic drawings. The Developer shall prepare and submit to the Agency and City preliminary construction drawings and grading and landscaping plans for the combined site. 2. Approval - Preliminary Within 30 days after receipt by the Construction Drawings Agency. and Grading and Landscape Plans. The Agency and City shall approve or disapprove the preliminary construction drawings and grading and landscaping plans. 3. Submission - 100 Percent Within 90 days after the Agency Complete Final Construction approves the preliminary Drawings and Grading and construction drawings. Landscaping Plans. The Developer shall prepare and submit to the Agency and City 100 percent complete construction drawings and a final landscaping and finish grading plan. 4. Approval - 100 Percent Within 30 days after receipt by the Complete Final Construction Agency. Drawings and Grading and Landscaping Plans. The Agency and City shall approve or disapprove the 100 percent complete final construction drawings and the final landscaping and finish grading plan. 5. Conditions Precedent. The Prior to the date for Developer meets all conditions conveyance of the site. of approval. 12-09-86 Attachment No. 3 2199k/2299/16 Page 2 of 3 6. Opening of Escrow. The Agency At least 60 days prior to the date shall open the escrow for the for conveyance to the Developer by parcels. the Agency. 7. Conveyance of Title. The No later than June 30, 1987. Agency shall convey title and/or possession of the parcels to the Developer. 8. Commencement of Construction. Within 90 days after conveyance of The Developer shall commence title and possession of Site to the construction of improvements Developer and issuance of building on the Site. permits. 9. Grading, Excavation and Within 180 days of the commencement Laying of Foundations. The of construction. Developer shall complete the grading, excavation and laying of foundations. 10. Completion of Construction Within twelve (12) months after and Development. The issuance of building permits. Developer shall complete the construction of the Price Club Building. Development will occur in three phases in accordance with the Scope of Development. Phase I ("Price Club") and the planning for the Site shall proceed in accordance with the above Schedule. Construction of Phase II shall be completed on or before the first anniversary date of the completion of construction and the issuance of a Certificate of Occupancy therefore. Construction of Phase III shall be completed on or before the second anniversary date of the completion of construction of the Price Club and the issuance of Certificates of Occupancy therefor. 12-09-86 Attachment No. 3 2199k/2299/16 Page 3 of 3 ATTACHMENT NO. 4 AGENCY DEED Recording Requested By and ) When Recorded Return To and ) Mail Tax Statements To: ) ( Space above for recorder' s use only) GRANT DEED For a valuable consideration receipt of which is hereby acknowledged, The SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Redevelopment Project for the Central Redevelopment Project Area, herein called "Project", under the Community Redevelopment Law of California, hereby grants to THE PRICE COMPANY, a California corporation, herein called "Grantee" , the real property hereinafter referred to as "Property" , described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record. 1 . Said Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by the City Council of the City of San Juan Capistrano by Ordinance No. 488, as amended by Ordinance Nos. 509, 547 and 582, and a Disposition and Development Agreement entered into between Grantor and Grantee dated (the "DDA" ) , a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 12-09-86 Attachment No. 4 2199k/2299/16 Page 1 of 4 2 . The Grantee shall not use the Property for uses prohibited in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 9 of this Grant Deed) , and this Grant Deed, whichever document is more restrictive. 3 . The Property is conveyed to grantee at a purchase price, herein called "Purchase Price" , determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property only as follows: (a) Grantee shall develop the Property as required by the DDA, and with parking conforming to the requirements of the San Juan Capistrano City Code. (b) Grantee shall maintain the improvements on the Property and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. (c ) After the issuance of a Certificate of Completion as provided in the DDA, the Developer may make changes, additions and alterations to improvements on the Property provided Developer is in compliance with all applicable laws, ordinances and regulations. (d) Grantee shall only sell, transfer or convey the Property as a whole and is not permitted to subdivide the Property for the duration of the Redevelopment Plan without first recording a reciprocal easement agreement for parking and access purposes between or among the subdivided parcels, if required by the Grantor and the City. 4. Prior to recordation of a Certificate of Completion issued by the Grantor for the improvements to be constructed on the Property: (a) Except for leases, the Grantee shall not make any sale, transfer, conveyance, or assignment of the Property or any part thereof or any interest therein, except to a partnership in which the Developer has at least a 50% interest in profits and losses without the prior written consent of the Grantor except as permitted by paragraph 4(b) of this Grant Deed. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. 12-09-86 Attachment No. 4 2199k/2299/16 Page 2 of 4 (b) The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the acquisition of the Property, the construction of improvements on the Property, and any other expenditures necessary and appropriate to develop the Property. 5 . The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 4(b) of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner' s title was acquired by foreclosure, deed in lieu of foreclosure, trustee' s sale or otherwise. 7. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee' s obligation to develop the improvements on the Property provided in paragraph 3(a) of this Grant Deed shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property. Grantee' s obligation to use or cause the use of the improvements constructed as provided in paragraph 3(a) shall continue in effect until expiration of the Redevelopment Plan. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in perpetuity. 8. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the 12-09-86 Attachment No. 4 2199k/2299/16 Page 3 of 4 Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate . The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licenses, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any person or entity other than the Grantor or its successors and assigns. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grantee in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. 10. The covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 1986 . SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: 12-09-86 Attachment No. 4 2199k/2299/16 Page 4 of 4 Attachment No. 5 Scope of Development I . GENERAL This document presents general requirements for the development of the Site and off-site improvements. Detailed requirements will be addressed in the development review process and approval of specific construction plans and documents. The site shall be designed and developed as an integrated complex in which the buildings will achieve architectural excellence, both individually as well as in their integration into the complex as a whole. The Developer and the Agency will cooperate and direct their consultants, architects and engineers to cooperate so as to ensure the continuity and coordination necessary for the proper and timely completion of the project. A. Site Description The Site is an area bounded by a mobile home park on the north, the creek and A.T. & S. E.R.R. on the west, existing commercial on the south and Doheny Park Road on the east. The Site area is approximately 23 . 032 acres ( 1, 003, 274 sq. ft. ) . B. Architecture and Site Design The architecture shall include elements of a village marine architectural theme, which is evident in the surrounding area known as Capistrano Beach. It is important this style be evident in all elements of design, from all elevations of the structures down to smaller elements such as street furniture and trash enclosures. Particular attention shall be paid to massing, color and materials. Materials shall include those approved by City in its discretion. The Developer shall apply for approvals from the City and the Agency for the project' s site design and elevations as required by City codes and this Disposition and Development Agreement. 12-09-86 Attachment No. 5 2199k/2299/16 Page 1 of 10 C. Uses The Site shall include a Price Club of not less than 112, 000 square feet nor more than 150, 000 square feet with a total gross leaseable area of all buildings including the Price Club building of not less than 166, 000 square feet. The following uses and sales items are prohibited unless part of the Price Club operation: Movie theaters, lumber yards, hardware or home improvement (as a principal use of a single business) , bowling alley, grocery store (as a principal use of a single business) , thrift stores, auto dealers or repair, professional offices, banks, savings and loan, credit unions, hotels/motels, antique stores, live entertainment or dancing nightclubs or cabarets, dwellings, townhouses or apartments in connection with a commercial use, religious related uses, including churches, temples, synagogues, convents, monasteries, religious retreats and other places of religious worship, pool or billiard center, computer or data processing center, linen and diaper supply service, ambulance services, trading stamp redemption centers, secondhand stores, private clubs and lodges, car wash, child day-care centers, convalescent and nursing homes, homes for the aged, childrens' homes and sanitariums, manufacturing assembling, testing, repairing or research on components, devices, equipment and systems of an electrical, electronic or electromechanical nature, adult bookstores, pornographic theatres or bookstores or adult model studio, massage parlors, campgrounds and commercial recreational vehicle park, collection or recycling of paper, glass and other materials, animal shelter, kennels, vehicle storage. Notwithstanding anything herein to the contrary, not more than eleven percent ( 11%) of the gross leaseable area of the Site excluding the gross leaseable area for the Price Club, can be utilized for general office and/or financial institutions. The Price Club shall open as a full service store with a full range of merchandise as offered by the Price Club in its stores in the Southern California area; provided that this obligation shall not be construed as a continuing obligation to operate a Price Club in any particular manner or for any length of time. 12-09-86 Attachment No. 5 2199k/2299/16 Page 2 of 10 II . ON-SITE DEVELOPMENT AND IMPROVEMENTS The following requirements shall be the sole financial responsiblity of the Developer, unless specifically noted otherwise. All improvements shall be completed in accordance with the Schedule of Performance. A. Project - The Developer shall construct the buildings as referred to in Section 1 .0 above in three (3 ) phases as provided in the Schedule of Performance in accordance with the Phasing Plan attached hereto as Exhibit 1 . B. Site Preparation - The Developer shall be responsible for preparing the Site for construction, including without limitation demolition and relocation of utilities as follows: 1 . Demolition - The Developer shall be responsible for and shall pay for: a. Insofar as necessary to provide the Developer improvements , the reduction and removal of any structures and improvements from the Site, including subsurface structures, and the removal of all bricks, lumber, pipes, equipment and other material and all debris and rubbish resulting from such demolition. b. Insofar as necessary to provide the Developer improvements, the removal of all paving (including catch basins, curbs, gutters, drives, sewers, water lines and sidewalks) within or on the Site. C . Removal and abandonment by public utility companies of such utility lines, installations, facilities and related equipment within the Site required to effectuate the purposes of this Agreement. The Agency is not in any way responsible for the filling of any excavations, nor for grading or compaction. Soil conditions shall be solely the responsibility of the Developer. 12-09-86 Attachment No. 5 2199k/2299/16 Page 3 of 10 2 . Soil Conditions - Subject to Developer approval of soils as set forth in Section 402 of this Agreement, the Developer assumes the responsibility to deal with all portions of the Site in an "as is" condition. It shall be solely the responsibility of the Developer, at its expense, to investigate and determine the soil and subsurface conditions of the Site and suitability of such Site for the development to be constructed or caused to be constructed by Developer. If the soil conditions of the Site are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary to place the Site and the soil conditions of the Site in all respects in a condition entirely suitable for the development of the Site 3 . Lot Line Adjustment - The Developer and Agency shall process a lot line adjustment or a reversion to acreage for the Site as may be required so that one parcel is conveyed to the Developer or if a parcel map is necessary, the Developer shall prepare or cause to be prepared and recorded a parcel map which illustrates the Site, easements encumbering the site, dedications, and realigned streets, if any. The Developer shall pay for all costs incurred as a result of the preparation and recordation of such map and all costs for the lot line adjustment or reversion to acreage except as to Development Fees associated therewith which are allocated pursuant to Paragraph 13 (c) hereof. 4. Easements - The Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telephone, natural gas, CATV, etc. 5. Parking - The site shall provide adequate parking facilities, including access, circulation and amount of parking according to the San Juan Capistrano Municipal Code and San Juan Capistrano Parking Standards. The number and location of standard and compact spaces may be modified as approved by the City. The design and configuration of the parking facilities shall conform to standards established by the City. 12-09-86 Attachment No. 5 2199k/2299/16 Page 4 of 10 All parking and pedestrian areas shall incorporate adequate lighting, both for security and for the safety and security needs of the pedestrian. Exterior lighting standards shall be consistent with the overall design theme of the project and shall be approved by the Agency and the City. 6. Vehicular Access - The site shall provide adequate vehicular access. The placement of vehicular drives shall be coordinated and approved with the Public Works Department and Planning and Community Development Department. The City will approve all curb break locations for access to the Site for off-street and truck loading. 7 . Screening - Screening of air conditioning and other equipment on or in the buildings shall be screened to the extent and in the manner approved by the Agency and the City. Adequate loading/unloading space shall be provided as approved by the Agency. All loading spaces visible from the street shall be landscaped or screened to prevent an unsightly or barren appearance. 8. Landscaping - Landscaping for the site shall be consistent with the architectural theme of the project and shall incorporate drought-resistant plant materials and low water usage irrigation. Plant materials shall conform to that recommended in the Capistrano Beach Specific Plan and as approved by the Planning Commission and City. Unless stated specifically otherwise in this document, Developer shall maintain all on Site landscaping and related features at his sole cost and expense. A detailed landscape/irrigation plan shall be approved by the City prior to issuance of any building permits. Said plan shall include,but not be limited to: type, size and location of all plants and trees; type of ground cover; sprinklers; all walls, fences, or barriers; trash enclosures; driveways; parking lots and security lighting; and type, location, and assignment of street addresses on property. Landscaping shall be installed in accordance with the approved plan prior to release of utilities. Design of trash enclosure( s) shall be approved by the City. All 12-09-86 Attachment No. 5 2199k/2299/16 Page 5 of 10 landscaped areas shall be separated from paved vehicular areas by 6-inch high continuous Portland Cement Concrete curbing. Specific attention shall be given to the buffer area to the north side of the Site. The buffer shall be approved by the City and Agency, as well as the landscaping elements. The design shall be in harmony with the overall project design. 9. Signs - Sign design, color selection, letter style and placement shall be compatible with the architectural theme of the Site. Signs, shall be limited in size, subdued and otherwise designated to contribute positively to the environment. Signs identifying the building use will be permitted, but their height, size, location, color, lighting and design will be subject to Agency and City approval and must conform to the Planned Community District adopted for the project. No animated signs or signs extending above the roof parapet are allowed. Permits must be received for all signs in accordance with the San Juan Capistrano Municipal Code. 10. Maintenance and Operation - Except if within a public right of way, on-site Improvements to be maintained by the Developer shall include but not be limited to sidewalks, pedestrian lighting, landscaping and architectural elements identifying the site. 11. Engineering/Public Improvements - Developer shall submit a grading plan, street improvement plans, hydrology and hydraulic calculations to the Public Works Department and Orange County Environmental Management Agency. Developer shall be responsible for the design and construction of all improvements in any public right-of-way required in connection with Development of the Site (referred to as "Public Right of Way Improvements" ) . As provided in paragraph III below, Design of all Public Right of Way Improvements shall require the approval of the Community Planning and Development and Public Works departments and, if applicable, Orange County Environmental Management Agency and A.T. & S. F.R.R. All costs and expenses of designing and constructing Public Right of Way Improvements shall be paid for by the Agency. 12-09-86 Attachment No. 5 2199k/2299/16 Page 6 of 10 12 . Utilities - Developer shall provide for the onsite installation or the relocation of such sewer, storm drain, water, gas, electric, telephone, cable television and other utility distribution lines, installations and facilities as are necessary to be installed or relocated in connection with the Site by reason of the new development. Developer shall be responsible for all necessary connections/ hookup interconnects for existing and new utilities from the Site to the curbline except for sewer and storm drain which Developer shall install hookups on the Site. The cost of the design and construction and other related costs of the storm drain on the Site shall be the sole responsibility of the Agency. Developer shall connect to existing sewer on site and shall be responsible for any relocation, if : ecessary, of this on-site sewer line. Any new on-site sewer lines constructed shall be at the Developer' s cost. All such facilities located above-ground shall meet with the approval of the Community Planning and Development Department and the serving utility. Said installation shall be in a manner acceptable to the public utility and shall be in the form of a vault, wall cabinet or wallbox, and shall be installed in accordance with standard plans and specifications of the City of San Juan Capistrano. Developer shall provide for the installation of Cable T.V. facilities and equipment for all buildings constructed on-site. Utility facilities and related equipment which are to remain as agreed to by the Agency and the Developer shall be protected by the Developer or the public utility which operates and maintains such facilities and related equipment. 13 . Development Fees a. Definitions - For purpose of this paragraph 13, the following terms shall apply: 1 ) "Development Fees" shall mean all City fees in connection with the development of the Site, including, but not limited to: 12-09-86 Attachment No. 5 2199k/2299/16 Page 7 of 10 a) Engineering fees, including, but not limited to: Plan Check, Development Inspections, Sewer Capacity Fees, and Agricultural Preservation Fees. b) Planning fees, including, but not limited to Zone Change Fees, Agricultural Control, General Plan Amendment, Parcel Map, and E. I .R. Review. c) Building fees, including, but not limited to: Systems Development, Transportation Corridor Fees, and Building Permit Fees. b. The Agency shall timely pay to the City its share of Development Fues as provided in paragraph c below. The Developer shall timely pay its share of Development Fees as provided in paragraph c below. Developer shall be responsible for all Development Fees to any other governmental body other than the City. C. Development Fees shall be payable thirty-two percent (32%) by the Developer and sixty-eight percent ( 68%) payable by the Agency. 14. Fire - All occupied structures shall be provided with automatic fire sprinklers, if required by the fire department or building codes. All vehicular ways shall be capable of supporting a fire truck as directed by the Fire Department . Water improvement plans shall be approved by the County Fire Department. Water mains shall be of adequate size, as specified by by the County Fire Department and City Public Works Department. Access consisting of s minimum 20' (36' if parking permitted) roadway capable of supporting 12-09-86 Attachment No. 5 2199k/2299/16 Page 8 of 10 fire apparatus shall be maintained to all fire hydrants from the time that the hydrants are placed in service. Special consideration shall be given to maintaining the integrity of such roadways during periods of inclement weather. III . OFF-SITE DEVELOPMENT AND IMPROVEMENTS A. The Developer shall cause to be designed and constructed the following "Public Right of Way Improvements" the entire cost and expense of which shall be paid for by the Agency: 1 . Water line to provide water service from San Juan Creek Road to the Site. 2 . Street improvements to include approximately 1, 650 lineal feet of curb and gutter; 776 tons of asphalt concrete; 2,238 tons of aggregate base; 6, 900 square feet of sidewalk; and signing, striping and landscapiong. 3 . Traffic signal at the entrance to the Site and a traffic signal at Avenida Averopuerro. 4. Drainage lines estimated to be approximately 2 , 167 lineal feet and four junction structures. 5. Street lighting and fire hydrants. 6. Landscaping within public easements or rights of way. 7 . Installation and relocation by the public utility companies of such sewers, drains, water and gas distribution lines, electric and telephone and all other public utility lines installations and facilities. 8. Undergrounding of public utilities. 9 . Any and all other Public Right of Way Improvements required by the City, County or other governmental agency in connection with the development of the Site. B. Bid Process. The Developer shall obtain three bids for all Public Right of Way Improvements, and the storm drain referred to in Paragraph II (B) ( 12) of this Scope of Development and select the lowest bid unless for good 12-09-86 Attachment No. 5 2199k/2299/16 Page 9 of 10 reason Developer chooses a higher bid. Developer shall submit the three bids to the Agency. The Agency shall, in writing, approve the bid selected by the Developer within ten ( 10) days after receipt of such bids or direct the Developer to accept a different bid. I£ the Agency fails to approve the selected bid or direct the Developer to accept a different bid within such ten ( 10) day period, the selected bid by Developer shall be deemed approved by the Agency. C. Advances of Funds. The Developer shall advance the funds necessary for the cost of the design and construction and other related expenses of the storm drain on the Site referred to in Paragraph II (B) ( 12 ) herein and the Public Right of Way Improvements as provided in this paragraph III . Such advances shall be deemed part of the Loan from the Developer to the Agency as provided in Section 301 of the Agreement. In the event the maximum loan amount as provided in Section 301 of the Agreement is reached, then any additional funds necessary for Agency' s financial obligations for the storm drain and Public Right of Way Improvements and Agency' s share of Development Fees shall be paid immediately by the Agency from its own funds. D. Utility Work. Any utility work shall be performed in accordance with the technical specifications, standards and practices of the City and the appropriate utility owner. The Developer' s plans for such public improvements shall be submitted to the Agency and the City for review and approval prior to the advertisement for bids. Once such items are constructed, Developer shall be responsible, at its expense, for any and all repairs due to damages caused by Developer' s construction and any changes required by the Developer. 12-09-86 Attachment No. 5 2199k/2299/16 Page 10 of 10 EXHIBIT 1 - PHASING PLAN For purposes of thisng plan, proposed building si should not be consid- ered drawn to scale. Building sites are numbered as follows: 1 - First Phase; 2• .- Second Phase; 3 - Third Phase. __ I li :, iil rill,^ kL-1j i ' ; n @ n I b 611: IIID l'I' I�i T11T I:I,'I,. 1l l c . i:lw nl rl anliIPY= !Ill II .:II .1 II II G, H!I.!•I�!I ! :I: ! Il�tll' ( :i �ll'I III I I.. .I II I :il 1.•11111 ' � II I II II• I �n I1�'n1 � L>3 YIiIU P � � 1 U UIIIU I nllln Y i f 5M nµ SAN REAM CAMMO ,G I ATTACHMENT NO. 7 (Form of Note) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY PROMISSORY NOTE Rate of Dated Interest: percent ( ) per annum Date: Owner: Principal Amount: 1 . The San Juan Capistrano Community Redevelopment Agency, in the County of Orange, State of California (the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, promises to pay to the order of The Price Company, a California corporation (the "Developer" ) at 2657 Ariane Drive, San Diego, California, or its permitted assigns, the principal sum of Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107, 517) or such lesser amount as may be advanced and outstanding and in like manner to pay interest in said sum from the date of each advance at the Rate of Interest set forth above. Notwithstanding the Rate of Interest on the Note herein specified, such rate shall not exceed the stated maximum rate of interest permitted on bonds issued by a redevelopment agency pursuant to Section 33645 of the Health and Safety Code of the State of California, as amended, or the maximum rate of interest provided by law. The principal of and interest on this Note are payable in lawful money of the United States of America, such payments to be made to the Developer by check or draft mailed to the Developer at the address referred to above or such other address as the Developer may instruct in writing to the Agency. 12-09-56 Attachment No. 7 2199k/2299/16 Page 1 of 5 2 . This Note is issued for the purpose of providing funds to finance certain redevelopment activities of the Agency and the Developer, all as set forth and described in the Disposition and Development Agreement, dated as of 1986, by and between the Agency and the Developer (the "Agreement" ) , which is incorporated herein by reference . The Note is issued under the authority and pursuant to the Community Redevelopment Law, commencing with Section 33000, of the Health and Safety Code of the State of California, as amended (the "Law" ) and is a general obligation of the Agency. 3 . This Note is issued under and secured by and entitled to the protection of the Agreement as from time to time amended and supplemented, pursuant to which the Tax Revenues (as defined herein) are pledged to secure the payment of the principal of and interest on this Note; but in no event shall the principal of or interest on this Note be payable out of any funds other than those of the Agency. 4. The obligation of the Agency to repay the principal of and interest on this Note does not constitute a debt of the City of San Juan Capistrano, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this Note are liable personally on this Note by reason of its execution. 5 . This Note, together with any accrued interest thereon then owing, may be paid in full in advance of any Payment Date established herein without penalty. Upon such prepayment of the principal amount of this Note, together with any accrued interest thereon then owing, the holder of such Note shall surrender the Note at the principal corporate office of the Agency in San Juan Capistrano, California, and, notwithstanding any failure to surrender such Note, all obligaitons and duties of the Agency shall thereupon cease to exist and the Note shall no longer be secured by the Agreement and shall not be deemed to be outstanding under the provisions of the Agreement. 6. This Note may not be assigned, transferred or otherwise pledged or conveyed, either in whole or in part, by the Developer, without the express written consent of the Agency. 7 . For purposes of this section, the following terms shall apply: (a) "Tax Revenues" for a Note Year shall mean the sum of an amount equal to one hundred percent (100%) of that portion of taxes derived by the City and/or the Agency 12-09-86 Attachment No. 7 2199k/2299/16 Page 2 of 5 from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended, arising from all businesses and activities conducted on the Site from time to time, which are subject to such Sales and Use Tax Law. (b) "Allocated Tax Revenues" shall mean the Tax Revenues considered allocated each Note Year to the Developer based upon the following allocation each Note Year: ( 1) First $400, 000 to Agency; (2 ) Next $600, 000 to Developer; (3 ) Balance 50% to Agency and 50% to Developer. (c) "Note Year" means (i) the twelve (12) calendar months beginning on the first day that a new Price Club facility is open (on the Property) for business to the public, and (ii ) each twelve ( 12 ) calendar months thereafter. If the Price Club opens on a day other than the first day of a calendar month, the first NOTE year shall consist of the twelve calendar months beginning with the first calendar month after the date the Price Club opens plus the period from the date of the opening until the first day of the first calendar month after the opening. (d) "Payment Date" means the last day of the sixth month of any such Note Year and the first day of any such Note Year. (e) "Interest Rate" means prime rate as charged by Bank of America NT as of seven (7) days prior to the close of escrow. (f) "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 8 below in Repayment of Principal and Interest on this Note. 8. Note Payment Provided Developer has completed and opened a Price Club for business and Developer has not opened a Price Club or similar retail operation within ten (10) miles from the incorporated boundaries of the City of San Juan Capistrano as such boundaries presently exist shown in Attachment No. 8 of the Agreement, in which later event the Note shall be deemed fully discharged, the Agency shall make Debt Service Payments on each Payment Date during each Note Year in an amount equal to the total Allocated Tax Revenues for the Note Year as of the Payment Date less any Debt Service Payment previously paid to 12-09-86 Attachment No. 7 2199k/2299/16 Page 3 of 5 Developer for such Note Year. Debt Service Payments shall be credited to the payment of all accrued but unpaid Interest and the balance to principal . Debt Service Payments shall be made for a period of twenty-three (23 ) Note Years less one ( 1) year for each $120, 000 in principal reduction as a result of repayment by Agency to Developer of any unexpended portion of the Loan pursuant to Paragraph 2 of Section 301 of the Agreement. In the event that Debt Service Payments are insufficient to fully discharge the Note within the Note Years described in the sentence immediately preceding then, in such event, the unpaid balance of the Note, including any accrued interest, shall be deemed forgiven. In the event that the Agency fails to make Debt Service Payments on any Payment Date and fails to cure same within thirty (30) days after written notice from the Developer, Agency hereby convenants to adopt a resolution setting a tax rate in an amount sufficient to provide funds to satisfy Agency' s debt to the Developer under the Note upon all retail sales in the Project Area pursuant to the Ordinance described in Subparagraph (c) of Paragraph 1 in Section 402 of the Agreement and to transmit same to the State Board of Equalization upon adoption. Upon receipt of such sales and use tax from the. State, Agency shall forthwith make Debt Service Payments as described herein. All sales taxes to be received by the Agency pursuant to this Paragraph 8 are deemed pledged to secure the Agency' s debt to the Developer . 9 . Any late payment of interest due on this Note shall itself bear interest from the date due until paid at the interest rate provided herein. 10. This Note has been executed in the State of California and shall be construed and interpreted according to the laws of the State of California. 11 . The Agency promises to pay all costs and expenses, including reasonable attorneys' fees incurred in collecting payment on this Note or in enforcing any judgment obtained in any legal process to collect on this Note, whether or not legal action is instituted. 12 . In the event the Agency defaults in making any payment due under this Note, and does not cure such default within thirty (30) days after written notice from the Developer to cure such default, then, the entire unpaid principal balance and accrued interest will be due and apayable. Failure of Developer to give such written notice shall not be deemed a waiver of the default by the Agency. 12-09-86 Attachment No. 7 2199k/2299/16 Page 4 of 5 IN WITNESS WHEREOF, the San Juan Capistrano Community Redevelopment Agency has caused this Note to be executed in its name by the manual signature of its Chairperson and attested by the manual signature of its Executive Director and its corporate seal to be affixed hereto or imprinted hereon, and has caused this Note to be dated as of , 1987 . SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY By: Chairperson (SEAL) ATTEST: Executive Director APPROVED AS TO FORM: Agency Counsel 12-09-86 Attachment No. 7 2199k/2299/16 Page 5 of 5 1 M CCL W�. s r y �+ 0 p \ v a10 Q �y ,o JG i Z 7 - •.� �� � - a W�rgh� �� � n�.F LL CL '��� �` � , � �`b����I -�I i7h_ � f�. dL ri �� � r -�� �n ♦ 'w/�IJt �. � i .:� ` , t' _/ 1 3 a y r ���\ of _. � � � � ♦�c�j v, ATTACHMENT NO.—9 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) THE PRICE COMPANY ) 2550 Fifth Avenue ) Suite 629 ) Dan Diego, California 92103 ) [ Space above for recorder. ) CERTIFICATE OF COMPLETION WHEREAS, by Grant Deed recorded on as Document No . of the Official Records of the County Recorder of the County of , California, the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic, sometimes hereinafter referred to as "Agency", conveyed to THE PRICE COMPANY, a California corporation, sometimes hereinafter referred to as the "Developer" , certain real property situated in the City of Alhambra, California, described on Exhibit "A" attached hereto and made a part hereof; and WHEREAS, the Grant Deed incorporates by reference that certain Disposition and Developmen Agreement by and between the San Juan Capistrano Community Redevelopment Agency and The Price Company, dated , 1986, and recorded in the Official Records of the County Clerk of the County of Orange, California, on , as Document No. hereinafter referred to as the "Agreement"; and WHEREAS, as referenced in said Agreement, the Agency shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Official Records of the County Recorder of the County of Orange, California; and WHEREAS, such Certificate of Completion shall constitute a conclusive determination by the Agency of the satisfactory completion by the Developer of the construction and development required by the Agreement and of the Developer' s full compliance with the terms of the Agreement with respect to such construction and development; and WHEREAS, the Agency has conclusively determined that the construction and development on the real property described in 12-09-86 Attachment No. 9 2199k/2299/16 Page 1 of 2 Exhibit "A" required by the Agreement has been satisfactorily completed by the Developer in full compliance with the terms of the Agreement. NOW, THEREFORE, 1 . As provided in the Agreement, the Agency does hereby certify and determine that the construction and development on the real property described in Exhibit "A" has been fully and satisfactorily performed and completed in full compliance with the terms of the Agreement. 2 . Except as otherwise expressly provided in this Certificate of Completion, nothing contained in this instrument shall modify in any other way any other provisions of the Agreement. IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion this day of 1986. SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY By: Executive Director 12-09-86 Attachment No. 9 2199k/2299/16 Page 2 of 2 MEMORANDUM TO: Memo to File FROM: Dawn M. Schanderl, Deputy City Clerk DATE: June 30, 1995 SUBJECT: The Price Company On March 7, 1995, the San Juan Capistrano Community Redevelopment Agency Board of Directors and the City Council approved the assignment of the existing Promissory Note from The Price Company to Price Enterprises, Inc. Please see the Price Enterprises, Inc., 600.40 file. n ... ii �+e R10. is �a �i 7�1� < 18.4UE DATE(MM/DD/YY) .....:::r�6:.n:::n:.a<:.�:.:<......<...... ...5 3 9/18/92 PRODLNCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Marsh i McLennan Incorporated CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE 101 We BROADWAY DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE SUITE 1960 POLICIES BELOW. SAN DIEGO, CA 92101 COMPANIES AFFORDING COVERAGE Mark E. Evans COMPANY A NATIONAL UNION FIRE INS. CO. COMPAOWURM LETTER B n The Price Company COMPANY - P.O. Box 85466 LETTER C v San Diego, CA 92186-5466 COMPANY LETTER D .n COMPANY LETTER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE FOLIC'ARIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VI 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. LTR TYPE OF NNIRANCE POLICY NUMBER DINE(MMEDD/YY)TNE DATE(MAI UMITS A BEIIERAL UABury GL3265176 9/01/92 9/01/93 BODILY INJURY OCC. S x COMPREHENSIVE FORM BODILY INJURY AGO. S Z PREMISES/OPERATIONS PROPERTY DAMAGE OCC. S UNDERGROUND PROPERTY DAMAGE AGO. $ x EXINDS10N 8 COLLAPSE HAZARD Z PRODUCTS/COMPLETED OPER. BI&PD COMBINED OCC. S 5000000 X CONTRACTUAL - 81111 PD COMBINED ADD. S 5000000 x INDEPENDENT CONTRACTORS PERSONAL INJURY AGO. $ 5000000 ............................................................................... X BROAD FORM PROPERTY DAMAGE X PERSONAL INJURY .:.:.":.: ...... .. .. AUTOMOBILE LIABILITY BODILY INJURY ANY AUTO Per person) $ ALL OWNED AUTOS(Priv.Par.) BODILY INJURY $ ALL OWNED AUTOS(OS rPThe.) (Per&=1denQ PIN.HIRED AUTOS PROPERTY DAMAGE $ NON-OWNED AUTOS GARAGE LIABILITY BODILY IN UM& PROPERTY DAMAGE $ COMBINED EKCEBB LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE S 4 RIGH TW+N UMBRELLA FORM --- STATUTORY UMRS — WOIILERB COIeBUAT10N EACH ACCIDENT $ AND DISEASE-PgJCY UNIT is EMU ERB'LIABILITY g3EA3E-EACH EMPLOYEE S OTHER DESORII ON OF OWHMTKNSAWATgN IrWHICLIWOPECM III (SEE REVERSE AND/OR ATTACKED) 31.0 'Su"i.`, °..�. .... _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of San Juan Capistrano EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO Attn: City Clerk's Department MAIL 'A WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 33400 Paseo AdO1aIIL0 LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SdII Juan Capistrano, CA 926]5 < LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. pp AU SEN� RPQ44 fy NY 3:8e..bo9SQGR.R a`"$vnE'S ti.3Yb:J:S:3'S.4�3^ •`'v :'n>�ia?i`u£ .R ' S"av`,a lab<A a`, �.'o:4S :ACORD;:CDON 996 • i Marsh & McLennan, Incorporated 101 W. Broadway, Suite 1960 San Diego, California 92101-8220 "Telephone 619 234 0213 Telefax 679 234 8731 September 18 , 1992 MARSH & MCLENNAN Re: The Price Company Dear Certificate Holder: Enclosed please find the revised Certificate of Insurance issued on behalf of The Price Company, to evidence their insurance coverage for the policy period 9-1-92 to 9-1-93 . This Certificate now reflects your addition to the General Liability policy as an Additional Insured, and supersedes the Certificate issued on September 8 , 1992 . If this certificate is no longer required, I would appreciate your returning it to my attention so we can update our records . Thank you. Sincerely, Ut" /.�c'f22tt-it/ M. Teresa S. Deguia Oao.4o Pr Marsh&McLennan, Incorporated 101 W. Broadway, Suite 1960 San Diego, California 92101 REQE�V6i1 Telephone 619 234 0213 S=r 11 2 12 N '91 CITY CLERK OEPARTWEW N Jq� ,cAF tiS AN f� September 9, 1991 NIARMI MCLENNAN City of San Juan Capistrano Attn: City Clerk's Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: THE PRICE COMPANY CERTIFICATE OF INSURANCE Dear Certificate Holder: Enclosed please find the renewal Certificate of Insurance issued on behalf of The Price Company. It evidences their insurance coverage in force for the period 9-1-91 to 9-1-92 . Please let us know if you have any questions or any further requirements. Should you find that the enclosed certificate is no longer necessary, we would appreciate the return of the certificate to our office so we can update our records. Thank you, lam` nkS-4& M. Teresa Sevilla Account Manager MTS/lcc ET. 7 cc: The Price Company 7 ISSUE DATE M/DD/M YjR q ........ 9 04 91 PRODUCER THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS 11 NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, Marsh McLennan IncorporatedEXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 101 W. BROADWAY COMPANIES AFFORDING COVERAGE SUITE 1960 COMPANY SAN DIEGO, CA 92101 LETTER A NATIONAL UNION FIRE INS. CO. Mark E. Evans COMPANY B INSURED LETTER THE PRICE COMPANY COMPANY P.O. Box 85466 LETTER C San Diego, CA 92186-5466 COMPANY LETTER D COMPANY E LETTER ............... ........ ............. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT,TERM OP.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 CONDI- TIONS Of SUCH POLICIES. GO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY rIFIA UASIU`ry UNITS IN THOUSANDS M/D LTR DATE(MM/DD/YY) DATE( D7� OCCEACH UR AGGREGATE OCCU A GENERAL UABILITY GL3258110 9/01/91 9/01/92 BODILY :MJF ,N W X COMPREHENSIVE FORM INXJRY $ $ X PREMISES/OPERATIONS PROPERTY — UNDERGROUND DAMAGE iL EXPLOSION&COLLAPSE HAZARD $ $ PRODUCTS/COMPLETED OKRAT06 CONTRACTUAL at S.PO COMBINED $ 5000 $ 5000 X INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE XPERSONAL INJURY PERSONAL INJURY $ 5000 lFire Damage AUTOMOBILE LL49OLTY 13ODLY ANY AUTO INJURY (rm IS" $ ALL OWNED AUTOS(PRIV.PASS.) 8013LY ALL OWNED AUTOS M`EF THAN w4JURY $ PRrV PASS. A00 HIRED AUTOS PROPERTY NON-OWNED AUTOS DAMAGE $ GARAGE LABILITY BI&PD COMBINE D $ ............. EXCESS LIAMUTY UMBRELLA FORM 91&PD COMBINED $ $ OTHER THAN UMBRELLA FORM I WORMERS'COMPENSATION STATUTORY AND ........... (FACH ACCIDENT) EMPLOYERS`LIABILITY (OSEASE4NOJCY LIMIT) I D SEASE-EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONSAnCATIONS/VSHICLESISMECIAL ITEMS LIABILITY LIMITS IN EXCESS OF $1,000,000 SELF-INSURED RETENTION. Certificate Holder is named Additional Insured per GL2011 attached. **­ . ................. gg X -,................. ............... 2� A _1 R .N., 0, M- ..... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Ek City of San Juan Capistrano PIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO Attn: City Clerk' s DepartmentMAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Q LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 32400 Paseo Adelanto San Juan Capistrano, CA 92675 ALT OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIREPRESENTATIVES.D R NT M,PAG GL 20 (Ed. p7 This endorsement forms a sort of the twicT to which attachec ditnne on the irreeptwn date of the usual dmesa otnermw trued Aeram (The felNwint iwwsuffon is re'www"sur when this ensorsemew is issued subsequent to declaration of peliey) Endorsementelleture 9_1-91 ►Nigho_ GL3258110 Embossment fie. Named Insured The'Price Company Additional Premium S fountwsgned by f21!4L'Y (Authorized Rear rice) This endorsement modifies suUi r®irawr as is afforded by the previsions of the poii y mining to the foush r er COMPREHENSIVE GENERAL LIABILITY INSURANCE MANUFACTURERS AND CONTRACTORS LIABILITY INSURANCE OWNERS, LANDLORDS AND TENANTS LIABILITY INSURANCE SMP UABILr Y INSURANCE STOREKEEPERS INSURANCE ADDITIONAL INSURED (Promises Leased to the Named Insured) N is agreed that Me`Pftsons Insured- provision is amended to isclWe as an insured the person or orpgdation designated below. but emy with respect to lobilft7 town mit of the wrowsma.m amam or us of teat ban of the aremna designated buena tined to the named Icured,oho soolict to tax lellaw at additional uckmalc The instrtance deet no aoah' 1. to any eminence which taxes pace after Me gamed insured canes to be a tenant in said premises: 2 to structural ahentisns. hew comuutmn w demolition opwahons Performed by or an behalf of the person or organization desipnaled bels-. SCHEDULE Annual Premiums wily Progeny Daitnstiwi of hemisss Name at Pers"w Drpoiaatise ugny Damate (Pan Lard to Named Insured) (Additional Insured) Liability lability All Premises Leased or Rented City of San Juan Capistrano to Named Insured Its Redevelopment Agency and their respective offices, agents and employees c1co f LiSIJE DATE(MWOONY) 1 ® f � ( � � 9-19-90 PR IDUCEPCERTIFI CATE NO: 24 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION DNLY AND CONFERS MARSH & MCLENNAN, INC. NO RIGHTS UPON HE CERTIFICATE HOLDER.THIS CERTII-ICA'-E DOES NOT AMEND, EXT"(pej*::75 1 THE COVERAGIE AFFORDED BY THE POLICIES BELOW. 101 W. BROADWAY, SUITE. 1960 — — _— — SAN DIEGO, CA 92101 � (? PiOSJPP IES AFFORDING COVERAGE 619/234-0213 LE MP' IrYAL,* IONAL UNION FIRE INSURANCE COMPANY RI All �; --__ CES I'F!T, ,BY'RMINGHAM FIRE INSURANCE COMPANY yllmillm INE.JRED T 4l THE PRICE COMPANY CCMPANV P.O. BOX 85466 LE ETER C _ _— SAN DIEGO, CA 92186 CL MPANY D LE ITER COMPANY E LE ITER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE.BEEN ISSUEOTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY ;:ONTRACT 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 CONDI. PIONS OF SUCH POLICIES. CO TYPE OF INSURANCE POLICY NUMBER DATE POLICY EY ECTIVE Pour/ NVDDTIDN LIABILITY LIMITS IN THOUSANDS LTR DATE(MM.00/VV) DATE(MMIDDIYVI EACH AGGREGATE OCCURRENCE GENERAL LIABILITY DOu1Lv COMPREHENSIVE FORM IN.JRY $ $ PREMISES/OPERATIONS PROPERTY UNDERGROUND GLA 249-8655 9-1-9 9-1-91 DAMAGE EXPLOSION&COLLAPSE HAZARD Onn PRODUCTS/COMPLETED OPERATIONS ZS XS CONTRACTUAL BI&PO $ COMBINED SIR S1M SIR INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $ FIRE DAMAGE LEGAL ($2,000,000 PER OCCURREN E XS $1,000,000 S.I.R. ) AUTOMOBILE LIABILITY BOCII9 INJURY $ A ANY AUTO (PER PERSOM ALL OWNED AUTOS(PRIV. PASS.) BDUI.v (OTHER THAN) CA 5266331 9-1-90 9-1-91 (PERRA ALL OWNED AUTOS CCIDENT $ PRIV. PASS. HIRED AUTOS PROPERTY NON-OWNED AUTOS DAMAGE $ GARAGE LIABILITY BI&PD 5,000, COMBINED $ EXCESS LIABILITY UMBRELLA FORM BI&PO cc COMBINED $ $ OTHER THAN UMBRELLA FORM AlWORKERS'COMPENSATION RMWC419-5336 (ALL OTHER STATES) 9-1 90 9-1-91 srnruT B AND RMWC419-5335 (AZ & MD) 9-1 90 9-1-91 $21000{EACHACc1DENT) EMPLOYERS' LIABILITY QUALIFIED SELF-INSURER OR $2,000 ADISEASE POLICY LIMIT) 9-1-86 Continuo $2,000ADISEASE-EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS THE CITY Ul- SAN JUAN CAP-LSTRANd, ITS HEDEVEJ, AGENCY AND THEIR RESPECTIVE OFFICES, AGENTS AND EMPLOYEES ARE HEREBY NAMED AS ADDITIONAL INSUREDS AS RESPECTS THEIR CONTRACT WITH THE NAMED INSURED, SUBJECT TO POLICY TERMS AND CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- 32400 PASEO ADELANTO PIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPI STRANO, CA 92675 LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY ATTN: CITY CLERK'S DEPARTMENT OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE MARK E. EVANS �I/( �oC�• 5'v tDY<�E('o .+►beep® CEF(TIFICA OF INSURANCE ISSUE DATE MM/DD/YY) 6/27/90 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MILAM & MUNARETTO INS. NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, SERVICES, INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW P.O. BOX 20144 RFCFIYFD RIVERSIDE, CA 92516 COMPANIES AFFORDING COVERAGE PHONE:(714)683-2500 JUI. 3 C MA15, PP 'qn LETTER A THE AETNA CASUALTY & SURETY COMPANY CODE sue-CODE CI(Y if`. INSURED C)1 J.D. DIFFEMBAUGH, INC. , ET AL JUAN `LETTTEERR C ' LET P.O. BOX 5436 RIVERSIDE, CA 92517 COMPANYLETTER D COMPANY E LETTER ISSUED IN ONE COUNTERPART 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DD/YY) DATE(MMIDD/YY) A GENERAL LIABILITY GENERAL AGGREGATE s2 , 000 T X COMMERCIAL GENERAL LIABILITY PRODUCTS COMP/OPS AGGREGATE $2 , 000 , CLAIMS MADE OCCUR. 36CO5768076 7/1/90 7/1/91 PERSONAL S ADVERTISING INJURY $1, 000, OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $1 , 000, FIRE DAMAGE(Any one fire) $ 50 MEDICAL EXPENSE(Any one person) $ 5 AUTOMOBILE LIABILITY COMBINED i� SINGLE $ 1 , 000 , X ANY AUTO LIMIT ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS 36FJ20409158 7/1/90 7/1/91 (Per person) X HIRED AUTOS BODILY $ X NON-OWNED AUTOS (PerPer accident) GARAGE LIABILITY PROPERTY $ DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE X 86XS20409159 7/1/90 7/1/91 $9 , 000 , $ 9 ; 000 ; OTHER THAN UMBRELLA FORM STATUTORY WORKER'S COMPENSATION 86CK000628 1/1/90 1/1/91 8 1 , 000 , (EACH ACCIDENT) AND EMPLOYERS'LIABILITY $ 1 0 0 0, (DISEASE—POLICY LIMIT) $ 1 , 000, (DISEASE—EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONSILOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS RE: OPERATION OF THE NAMED INSURED CERTIFICATE HOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE IJT AGENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO REDEVELOPMENT 32400 PASEO T AGENCY MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO, CE 92675 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE & La tQG3�tE'i"1'O INSURANCE RVICE"' NC. BY: JC �� H ACORD 25-3(3/88) A C N i Mar h MSL nn Meeh R MO ennan, Ink orporaled 101 W. Broadway,Suite 1960 S m Diego,Cahfornla 92101 Telephone 619 2 W0211 September 29 , 1988 City of San Juan Capistrano ATTN: City Clerk' s Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Certificate of Insurance Per your request, attached is a current certificate of insurance for our insured, Th rice Com an regarding the insurance coverage which renewedyon September 1 , 1988 . Sincerely, Kay Salyer Account Manager Attachment CC: Colette Rickon, The Price Co. Charles Thorburn, AIGRM T �c .Or ;SLIE DATE(M IIDD/YY) • (09/29/88 PRODUCER THIS CERTIFICATE IS ISSUED AS A NATTER OF INFI RMATION )NI_Y AND CONFERS Marsh & McLennan, Inc. NO RIGHTS UPON HE CERTIFICATI HOLDER.THIS( 'RTIFICA' -DOES NOT A REND, 101 W. Broadway, Suite 1960 EXTEND OR ALTEI THE COVERAO AFFORDED BY -HE POLII ES BELOW. San Diego, CA 92101 COI IPANIES A R-ORDING COVET (AGE (619) 234-0213 CCMPANY A National Union Fire Insurance Co. LE TER Certificate No. 59 CCMPANY State of California Department INSURED LE TER B of Industrial Relations _ The Price Company, DBA: CCMPANY Price Club LE TER C P.O. BOX 85466 CCMPANY D San Diego, CA 92138 LE TER CCMPANY E LE TER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOT IE INSURED NAA ED ABOVE FOR -HE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIRIEMEN f,TERM OR CONDITION OF ANY C JNTRACT OR OTHI R DOCUMENT M TH RESPECT TO WHICH THIS CERTIFICATE:MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HE 9EIN IS SUBJEC' TO ALL THE TE-MS,EXCLUSIONS,AND(;ONDI- TIONS OF SUCH POLICIES. CO TYPE OF INSURANCE POLICY NUMBER P01 CY EFFECTIVE POL 'Y EXPIRATION I ABILITY LIMITS IN THOUSANDS LTR DA E(MMIDI DA .(MM/DD/YY) EACH AGGREGATE OCCURRENCE GENERAL LIABILITY BOE LY A X COMPREHENSIVE FORM GLA4595908 09/01/8809/01/8 INA RY $ $ I X PREMISES/OPERATIONS PIRCI.ERTY X UNDERGROUND DAM.,GE $ N $ EXPLOSION 8 COLLAPSE HAZARD _ X PRODUCTS/COMPLETED OPERATIONS 5, X CONTRACTUAL Cpl I C'��uS Xcess INDEPENDENT CONTRACTORS -` , ,000 X BROAD FORM PROPERTY DAMAGE cn�I;(�T- •I . - X PERSONALINJURY EZ IN"Y pt2ne AUTOMOBILE LIABILITY uuUR� $ CO ANY AUTO BA1459055 1FEN 11 WN) C= ALL OWNED AUTOS(PRIV-PASS-) BWO NXRY ALL OWNED AUTOS(PHNRPTHAN) /PER A;aEI HIRED AUTOS PROERTY NON-OWNED AUTOS DAM!GE $ GARAGE LIABILITY at&'EID ED $5,000 EXCESS LIABILITY UMBRELLA FORM BI s D COM_INED $ $ OTHER THAN UMBRELLA FORM ST1,TUTORY B WORKERS'COMPENSATION Self-insured 09/01/8809/01/89 - $1 0 (EACH ACCIDENT) AND Certificate #2060 EMPLOYERS' LIABILITY (DISEASE-POLICY LIMIT) $1550 (DISEASEEACHEMPLOYEE) OTHER A/ DESCRIPTION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS The City o $an Juan Capist=ano, 1tS redevelopment agency and their respective offices, agents, and employees are hereby named additional insureds as respects their contract with named insure subject to policy terms and conditions. . . MMIMEM-� City of San Juan Capistrano !;MOULD ANY OF TI E ABOVE DESCF IBED POLICIES BE CANCELLED BEFORE THE° EX- E'IRATI DATE THEREOF, THE ISSUING COMPANY WILL FftVft1t" 32400 Paseo Adelanto I IAIL � iQ'A 0 DAYS NRFTTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE San Juan Capistrano, CA 92675 LEFT,WX --- ItorlllDiA7Gx101 0 i[xGIAD1IHABx7CSC trowaXip><Eua7ptra�x�xxdtl��rx�ou�cacanoxaea�sE�cEu�cnmrac ATTN: City Clerk' s Department AL THORIZED REPREE ENTATIVE �� MARK E. EVANS Aca /y/ ISSUE DATE(MSI/DDNY) , PRODUCER 2 THIS CHI TIFICATE IS ISSUED AS A NATTER OF INFC RMA'rION ONLY AND CO'IFERS !s CERTIFICATE NO. NORIGH'SUPONHECERTIFICATI HOLDER.THIS CERTIFICATE DOES NOT APIEND, EXTEND OR ALTEI THE COVERAG AFFORDED BY EHE POLICIES BELOW. MARSH S MCLENNAN, INC. { 101 W. BROADWAY COI IPANIES A FFORDING COVERAGE SUITE 1960 SAN DIEGO, CA 92101 CC MPANV LE TER A NATIONAL UNION FIRE INSURANCE COMPANY CC 1 INSURED LE TERV 8 BIRMINGHAM FLRE INSURANCE COMPANY CC APANV rnT�A C LE TER 7 THE PRICE COMPANY CC OPANY D P.O. BOX 85466 LE TER SAN DIEGO, CA 92138 CO APANV aLE TER a r G sLr • 2111011111110111 NEI= MIS THIS IS TO CERTIFY THAI'POLIC IES O:INSURANCE LISTED BELOW HAVE BEEN ISSUEOTO T IE INSURED NANI ED ABOVE FOR TAE POLICY PERIOD INDICATED. NOTWITHSTANDING AN"REOUII IEAAEAI TERM OR CONDITION OF ANY C)NTRACT OR OTHE R DOCUMENT WITH RESPECT TO WHICH THIS CBARIFICATE MAY BE ISSUED OR MAY PERTAIN, TI!E NSL RANCE AFFORDED BY THE POLIC ES DESCRIBED HE ZEIN IS SUBJECT'TO ALL THE TEEMS,EXCLUSIO&(,AND CONDI- TIONS OF SUCH POLICIES. LIABILITY LIMITS IN THOUSANDS CO ! Pot,(EFFECTIVE A" EXPIRATION _ I TYPE OF INSUR4MC '_ I POLICY NUMBER DA' i(MMNDMI) DA' (MWDDMI EACH LTR — , AGGREGATE OCCURRENCE GENERAL LIABILITY BODILY A X COMPREHENSIVE FORM GLA 460 0027 9-1-89 9-1-90 ✓ INJURY $ $ X PREMISESIOPERATIONS ' PROPERTY UNDERGROUND DAM/IGE IS $ j X EXPLOSION 8 COLLAPSE H42ARD X PRODUCTS/COMPLETED OPERATIC NS p5,000 $5,000 X CONTRACTUAL ! COMBINED $XS $ XS j X INDEPENDENT CONTRACTORS $ M SIR 114 SIR , X BROAD FORM PROPERTY DAMAGE X PERSONAL INJURY PERSONAL INJURY $ X i FIRE DAMAGE LEGALI ($2 000,000 PER OCCURRENCE X_ , $1,000,000 S.I.R. AUTOMOBILE LIABILITY _� KCI ANY AUTO IffRNR RON) $ A ALL OWNED AUTOS(PRIV PASS i BWLY BA 1459736 9-1-59 9-1-90 INJUm ALL OWNED AUTOS(PRNRPIJA TIRF,WIXNp $ HIRED AUTOS PROPERTY NON-OWNED AUTOS DAMAGE $ GARAGE LIABILITY BI a PD COMBINED $ 2,000 EXCESS LIABILITY UMBRELLA FORMCOMBINED,$ $ BI a PD - i OTHER THAN UMBRELLA FORM _ - A WORKERS'COMPENSATION RMWC4193205 (ALL OTHER STATE ) 9-1-89 9-1-90 srAruroRY B AND RMWC4193206 (AZ & MD ONLY) 9-1-89 9-1-90 $ 000(EACH ACCIDENT) EMPLOYERS' LIABILITY QUALIFIED SELF—INSURER FOR (DISEASE-POLICY LIMIT) _ A #2060 _ $ (DISEASE EACH EMPLOYEE) OTHER I I _ DESCRIPTION OF OPERATIONS/LOCATIONS/✓EHICLES/SPECIAL ITEMS THE CITY OF SAN JUAN CAPISTRANO, ITS REDEVELOPMENT (AGENCY AND THEIR RESPECTIVE OFFICES, AGENTS, AND EMPLOYEES ARE HEREBY NAMED AS ADDITIONAL ! INSUREDS AS RESPECTS THEIR CONTRACT WITH THE NAMED INSURED, SUBZECT TO POLICY TERMS AND j CONDITIONS. I - • • &I'll, �'�—I CITY OF SAN JUAN CAPIS'PRANO :HOULD ANY OF h E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- FIRATHON DATE 'HEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 32400 PASEO ADELANTO A IAIL O V DAYS NRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO, Cil 92675 LEFT,BUT FAILURE'O MAIL SUCH NO FICE SHALL IMPOSE NO OBLIGATION OR LIABILITY GF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. ATTN: CITY CLERK'S DEPARTMENT AU THORIZED REPREE ENTATNE MARK E. EVANS �, y ,� Marsh Mc�enn Marsh fs McLennan, Inc orporawd 101 k% Broadway,Solve 1960 },m [)[ego,California 92101 Telephone 619 214-021 i September 14 , 1989 Ms . Mary Ann Hanover, CMC City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Jaun Capistrano, CA 92675 Certificate of Insurance/General Liability The Price Company Dear Mr. Hanover : Per your request, enclosed please find our Certificate of Insurance evidencing General Liability coverage for The Price Company effective 9-1-89 to 9-1-90 . I trust this fills your requirements . If you have any questions, please give me a call. Sincerely, M. Teresa Sevilla Account Manager /ET Enclosure cc: The Price Company AOMORU® CERTIFiCA-0OF INSURANCE 1 � � ISSUE DATE(MM/DD/VV) 12/29/88 ca PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, MILAM & MUNARETTO EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURANCE SERVICES, INC. 7177 BROCKTON AVE., STE. 335 COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92506 TEL: (714) 683-2500 COMPANY A LETTER AETNA CASUALTY & SURETY CODE SUB-CODE COMPANY B INSURED LETTER J.D. DIFFENBAUGH, INC. COMPANY P .O. BOX 5436 LETTER C RIVERSIDE, CA 92517 COMPANY D LETTER LETTERNY E ISSUED IN ONE COUNTERPART 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. CO 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 $ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMPIOPS AGGREGATE $ CLAIMS MADE OCCUR. PERSONAL&ADVERTISING INJURY $ OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ FIRE DAMAGE(Any one tire) $ MEDICAL EXPENSE(Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE $ ANY AUTO LIMIT ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY NJURY $ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY $ DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE S E OTHER THAN UMBRELLA FORM STATUTORY WORKER'S COMPENSATION A TO FOLLOW 1/1/89 1/1/90 $ 1 , 000 (EACH ACCIDENT) AND EMPLOYERS'LIABILITY $ 1 , 000 (DISEASE—POLICY LIMIT) $ 1 , 000 (DISEASE--EACH EMPLOYEE OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNERICLES/RESTRICTIONS/SPECIAL ITEMS RE: OPERATIONS OF THE NAMED INSURED 0 In' CERTIFICATE HOLDER CANCELLATION yam„1.o c Awa a 1' :' CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POU181o1pQ_t}E CANCELAD BEFORE THE REDEVELOPMENT AGENCY EXPMR 610N DATE THEREOF, THE ISSUN4r�0ANr,*ILLq' NDEAVOR TO 32400 PASEO ADELANTO MAIL-S U DAYS WRITTEN NOTICE TO THE ITE tli1LDE�(feT�NAMED TO THE n SAN JUAN CAPISTRANO, CA 92675 LEFT, BUT FAILURE TO MAIL SUCH NOTIC � 6y+MP0 Nc{yBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPAN)44TS AGENT REPRESENTATIVES. AUTHORIZED REPRESENTATIVE q M3 - 4 & UFRE INSURANC ICES, INC. ACORD 25-5 3/88 ®ACO OiPrCORPORA\ATION-1st ��„'�11m CERTIMAT&F INSURANCE ISSUE DATE(MM/DD/YY) r 6/29/x,9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, MILAM & MUNARETTO EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURANCE SERVICES, INC. 7177 BROCKTON AVE., STE. 335 COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92506 TEL: (714) 683-2500 COMPANY CODE sue-coDE LETTER AILETNA CASUALTY & SURETY CO. COMPANY INSURED LETTER B k7 J.D. DIFFENBAUGH, INC. COMPANY P.O. BOX 5436 LETTER C a own RIVERSIDE, CA. 92517 COMPANY D cl LETTER q0�$7 m LETTEANY E ISSUED IN ONE C s.RI%PT o s COVERAGES - - -THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH FEAT 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DD/YY) DATE(MMIDD/YY) ii GENERAL LIABILITY GENERAL AGGREGATE $ 2, 000 '7COMMERCIAL GENERAL LIABILITY ur6C05375501 7/1/8,9 7/1/96 PRODUCTS-COMP/OPS AGGREGATE Y 2 , 000 CLAIMS MADE X OCCUR. PERSONAL&ADVERTISING INJURY $ 1, 000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1, 000 FIRE DAMAGE(Any one fire) $ 50 MEDICAL EXPENSE(Any one person) $ 5 A AUTOMOBILE LIABILITY COMBINED SINGX ANY AUTO 86FJ333173 �� Ir LIMIT $ 1, 000 ALL OWNED AUTOS BODILY SCHEDULED AUTO$ INJURY $ (Per Person) X HIRED AUTOS BODILY NJURY $ X NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY $ DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE A X E6Y,S549493 $ 9, 000 $ 9, G00 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATIONSTATUTORY *�n n�re n�ti rr / $ n r,n (EACH ACCIDENT) AND ��— EMPLOYERS'LIABILITY $ + I, CJ@6 (DISEASE—POLICY LIMIT) $ 1, 999 (DISEASE--EACH EMPLOYEE OTHER DESCRIPTION OF OPEBATWNSILOCATWHSIVEHN:LES)RESTMCTIONS/SPECIAL ITEMS PROJECT: PRICE CLUB, SAN JUAN CAPISTR-NO CERTIFICATE MOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE REDEVELOPMENT i,GENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL rtTODEAVOR'�4 32400 PASEO DELINTO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO, CA. 92675 LEFT, ATTN: MS . PAT DAVID AUTHORIZED REPRESENTATIVE MILAM MUNA 114 'UR:i C VICES, INC.L ACORD 25.5 188 BY:, iY OACORD RPQRATIOM 7>� ■ . ,, \CA INSH CE ISSUE DATE(MM/DD/VY) 6/29/89 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, MILAM & M UNARETTO EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURANCE SERVICES, INC. 7177 BROCKTON AVE., STE. 335 COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92506 TEL: (714) 683-2500 COMPANY A CODE SUB-CODE LETTER AETNA CASUALTY & SURETY CO. COMPANY B INSURED LETTER J.D. DIFFENBAUGH, INC. COMPANY ` P.O. BOX 5436 LETTER RIVERSIDE, CA. 92517 COMPANY LETTERD COMPANY E LETTER ISSUED IN ONE COUNTERPART 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DDNY) DATE(MM/DD/YY) A GENERAL LIABILITY GENERAL AGGREGATE $ 2, 000 COMMERCIAL GENERAL LIABILITY 86005375501 7/1/89 7/1/90 PRODUCTS-COMP/OPS AGGREGATE $ 2, 000 CLAIMS MADE X OCCUR. PERSONAL&ADVERTISING INJURY $ 1, 000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1, 000 FIRE DAMAGE(Any one fire] $ 50 MEDICAL EXPENSE(Any one person) $ 5 AUTOMOBILE LIABILITY COMBINED y X ANY AUTO 006FJ833173 11 11 LIMTLE $ 1, 000 ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS I (Per person) X HIRED AUTOS BODILY NJURY $ }{ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH AGGREGATE OCCURRENCE A }; 86XS549493 $ $ OTHER THAN UMBRELLA FORM 9, 000 9, 000 WORKER'S COMPENSATION STATUTORY $ (EACH ACCIDENT) AND $ (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY $ (DISEASE—EACH EMPLOYEE OTHER it A tia DESCRIPTION OF OPERATIONSILOCATIONSIVEMCLESIHESTPoCTIONSISPECIAL ITEMS RE; OPERATION OF THE NAMED INSURED �sTs rn CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CA ELLED BEFORE THE CITY OF SAN JUAN CAPISTRANO EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO REDEVELOPMENT AGENCY MAIL 3ODAVS 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 C[iPISTRANO, CA. 92675 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE MILAI• & MUN .ETTO INSURAL CE S I ES, INC. ACORD 25-5 318 BY ORATION 1988 AC IM). CERTIRCATOOF IN6UKANCE ISSUE DATE(MM/DD/VY) ��hL^� 6/29/89 PRODUCER THIS CERTIFICATE IS ISSUED,a�//.�//11.��11�� OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFfCAl'EY OR.THIS CERTIFICATE DOES NOT AMEND, M ILAM & MUNARETTO EXTEND OR ALTER THF COVWAGE AFFORDED BY THE POLICIES BELOW INSURANCE SERVICES, INC. JuL 3 0 ��pp 7177 BROCKTON AVE., STE. 335 COMPANIES AFFO�IRCOVERAGE RIVERSIDE, CA 92506 CITY CLERK TEL: (714) 683-2500 COMPANY LETTER A T-:ELN 1 Cj f%i rs, SURETY CO. CODE BUB-CODE *AN CAPISTRANO COMPANY wJ, StRANp INSURED LETTER B J.D. DIFFENBAUGH, INC. COMPANY P .O. BOX 5436 LETTER C RIVERSIDE, CA. 92517 COMPARNY D LETT LETTER E 'ISSUED IN ONE COUNTERPART 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. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DD/YY) DATE(MMIDD/YY) A GENERAL LIABILITY GENERAL AGGREGATE $ 2, 000 COMMERCIAL GENERAL LIABILITY "6C05375501 7/1/39 7/1/90 PRODUCTS-COMPIOPS AGGREGATE $ 2, 000 CLAIMS MADE X OCCUR. PERSONAL&ADVERTISING INJURY $ 1, 000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1, 000 FIRE DAMAGE(Any one tire) $ 50 MEDICAL EXPENSE(Any one person) $ 5 AUTOMOBILE LIABILITY COMBINED X ANY AUTO 86FJ833173 rr Ir SINGLE $ 1 , 000 ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY NJURY $ NON-OWNED AUI OS (Per accident) GARAGE LIABILITY PROPERTY $ DAMAGE r EXCESS LIABILITY EACH AGGREGATE OCCURRENCE X OTHER THAN UMBRELLA FORM 06XS549493 11 „ $ 9 , 000 $ 9 , 000 WORKER'S COMPENSATIONSTATUTORY 3-, g-&9- (EACH ACCIDENT) AND � 9n rr�vv�� $ f (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY $ i , 660 (DISEASE--EACH EMPLOYEE OTNER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLEWRESTRICTIONS/SPECIAL ITEMS PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO, CA. ADDITIONAL INSURED ENDORSE14ENT a=,ZIHCED CERTIFICATE HOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE REDEVELOP14ENT AGENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ET^ 32400 PASEO ADELANTO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO, CA. 92675 LEFT, AUTHORIZED REPRESENTATIVE AIIL11 hYUP7:. E^ INSUR,"ITCE­2ZRVICES, !TIC. BY° rah ACORD 26.5 5/86 CACORD CORPORATION 190 COVERAGE PART NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENTANGES THE POLICY. PLE`E READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability, arising out of "your work" for that insured by or for you. SCHEDULE NAME OF PERSON 05 ORGANIZATION: CITY OF SAN JUAN CAPISTRANO REDEVELOPNMW AGENCY 32400 PASEO ADELANiO SAN JUAN CAPISTRANO, CA 92675 PROJECT : PRICE CLUB, SAN JUAN CAPISTRANO, CA CO2010 (ED. 1145) PRINTED IN U.S.A. ac1N,n® CERTIFICA OF INSURANCE i ISSUE DATE MM/DD/YY) 6/28/88i j PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS ` MILAM & MUNARETTO INSURANCE SERVICES, INC, NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, 7177 BROCKTON AVE. , STE. 335 EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW RIVERSIDE,CA 92506 COMPANIES AFFORDING ' COVERAGE (714)683-2500 COMP RNY A AETNA CASUALTY & 'SURETC LETT CODE SUB-CODE Z OOMPANYB REMN LETTERPUBLIC INDEITY OF AI�Bp ,I�A, t." j INSURED _ m T ' J. D. DIF=AUGB, INC. COMPANY LETTER C >- W m { P. O, BOX 5436 a'r,: RIVERSIDE, CA 92517 CD m COMPANY vazv LETTER D p Z v :L COMPANY E ISSUED IN 1 ODUNPERPARTLETTER u�o 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. I ICO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE IMM/DDIYY) DATE(MMIDWYY) GENERAL LIABILITY GENERAL AGGREGATE $ 2,000 `9 COMMERCIAL GENERAL LIABILITY 86GL5250606CCA 7/I/8g 7/1/89 PRODUCTS-COMP/OPS AGGREGATE $ 2,000 CLAIMS MADE OCCUR. PERSONAL&ADVERTISING INJURY $ 1,000 � OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1,000 FIRE DAMAGE(Any one fire) $ 50 MEDICAL EXPENSE(Any one person) S 5 A AUTOMOBILE LIABILITY COMBINED X ANY AUTO 86FJ8244210CA II tt LIMTLE $ 1,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) GARAGF-LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH AGGREGATE I OCCURRENCE ;. A X 86X0549112WCA $5,000 $ 5,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION PvC9r� STATUTORY B AND 89847 1/1/88 1/1/89 $ 1,000 (EACH ACCIDENT) EMPLOYERS'LIABILITY $ 1,000 (DISEASE—POLICY LIMIT) $ 1,000 (DISEASE—EACH EMPLOYEE) OTHER I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS ! PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO, CA ADDITIONAL INSURED ENDORSEMENT ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE REDEVELOPMENT AGENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENBEA 8R—i+} 32400 PASBD ADELANTO MAIL-211 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO, CA 92675 LEFT, &kFF ,�.;s-T4)-MaiL-sasl 11119T GE 611, L+-IMPesE-Ne-0aL+6ffNNroH LiAeX_+ ITS AGENTS GR 44E-F44FGF*T*TwES-. AUTHORIZED REPRESENTATIVE MILAM & MUNARETIO INSURANCE SERI I C. memo p. CERTIFICA�OF INSURANCE -- 6/28,88 CA I PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MILAM & MUNARETTO INSURANCE NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, SERVICES, INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 7177 BROCKTON AVENUE RECEIVED SUITE 335ADB COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92506 3� 9 46 A�OMPANY cb�14 ) 683-2500 1110013E JUN LETTER A AETNA CASUALTY & SURETY •14 �NTMENF OMPANV INSURED `)) . Y A,`ETTER B REPUBLIC INDMENITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. JL'AK q55iiAaPANY ` P.O. BOX 5436 LETTER RIVERSIDE, CA 92517 COMPANY LETTER D COMPANY E LETTER ISSUED IN ONE COUNTERPART_ COVERAGES s 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. CO TYPE Of INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE MM/DD/YY) DATE IMM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ 2 , 000 �A X COMMERCIAL GENERAL LIABILITY 86GL5250606CCA 7/1/88 7/1/89 PRODUCTS-COMP/OPS AGGREGATE $ 2 , 000 CLAIMS MADE X OCCUR. PERSONAL&ADVERTISING INJURY $ 1 , 000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1 , 000 FIRE DAMAGE(Any one fire) $ rj 0 MEDICAL EXPENSE(Any one person) $ 55 t AUTOMOBILE LIABILITY COMBINED IA X ANY AUTO 86FJ824421CCA 7/1/33 7/1/89 LIMIT $ 1, 000 ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS (per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY $ 7 DAMAGE { EXCESS LIABILITY EACH AGGREGATE iA X 86XS549112WCA 7/1/88 7/1/89 $ S ,RRENCE 000 $ 5, 000 OTHER THAN UMBRELLA FORM ! WORKER'S COMPENSATION STATUTORY ! BAND PC939847 1/1/88 1/1/39 $ 1, 000 (EACH ACCIDENT) t $ 1 , 000 (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY I � $ 1 , 000 (DISEASE—EACH EMPLOYEE) I OTHER I I DESCRIPTION OF OPEflAT10NSA.00ATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS ! PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO CERTIFICATE HOLDER CANCELLATION CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE REDEVELOPMENT AGENCY EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILLX MKXQQX 32400 PASEO ADELANTO MAILS DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN. CAPISTRANO, CA 92675 LEFTA&YXk1'MiKY 'HAWMN p(f XS�d XIHbS���f X]� ATTN: MS. PAT DAVID X�d�2itiXi€XdYXd£Y�XXr74�f�)476P£�E�f �3�W�SX AUTHORIZED REPRESENTATIVE .�j� LSRI- � /(�}�RT/GGGy�LSURANCE I �LINC. BY: ACORD 25-S(3/88) __ _ _ ,_, .__, __ _ ©ACORD CORPORATION 1988 n ml I 12/29/557 J13L II z FRIIS & COMPANY, LNC. P.O. BOX 5138 RIVERSIDE, CA 92517-5138 (714)787-8730 3Gp11BLLG INDEMNITY COMPANY OF AMERICA _ J.D. DLFFENBAUGR, INC. P.O. BOX 5436 RIVERSIDE, CA 92517 1" I3SUED IN 1 COUNTERPARTS) THIS IS TO CTRRI-F DIAL POLIC'FS OF INS A A I 'E 115Ti EELIA,l HAVE BEEN ISSI-D TO TF IN SUREC NAMED ABO'vi I.FR THE POLICY PERIOD INDICATED. NWkNITHSIANDINC TIN" REGI-IR IN I 'IT, TEFI" OF ::ONMTION O' ANr ;ONTBAC - CR OTHE4 DOCUMENC' 41TEI RESPECT TO WHICH THIS CERTIFICATL MAV RE ISSUED DR 1443 I'EI -JN, TE.I INSURANCE AFFO PDEO E/ THE PO-P ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLU.'I,)PYS r_'bD CORD_IONS OF SL CI OLICIE3 CO ITN r . - _ qI °- IN THOUSANDS C 1 F .�„ GENERAL LIAFii 11 v i TNNIH$al IH 'd I 'I .Irt; 11It j L AUTOMOBILE (ABILITY _- --ANY ALTO 14� At L OWNED I. O3 1 I Hy l l SCHEDULER dU I I-JF ` I'n50.YS HIRED AHIOS BJou NIJJHP - �I NON DWNED,.DIPSaEcI,-N'�, $ .—AI _— GARAGE UABTTY 1 . I I lAf.'46C $ IEXCESS LIABILITY $ OTHER THAN UMBRELLA RELY WORKER'S COMPENSATION odNU➢TfiY A AND PC989847 1/1/88 1/1/89 1,000 +EACHACCIREMI EMPLOYERS'LIABILITY IQQ Q_._,___._ III5E0.SE PIL N 1111L DISEASE EACH EMPLOYEE> OTHER DESCRIPTION OF OPCRATION.S.'LOCATIONS'VEHICLEERESTRICTIONS.'SPECIAL -EMS PROJECT: PRICE CLUB — SAN JUAN CAPISTRANO HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL EXI�X�XMAIL CITY OF SAN JUAN CAPISTRANO—REVLP AGENCY 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 32400 PASEO ADELANTO — ATTN. MS. DAVID �Xti �lfa�uli;€XJffi�15XlFJC�i�nYX�KiXiXJ� SAN JUAN CAPISTRANO, CA 92675 761E AUTHORIZED REPRESENTATIVE FRIIS & COMPANY, INC. i 1111 PIP ITT� il If 11 At � I FRMS & C( '1 91v` - - P.O. BOX ' 9 RIVERSIDE. :.A (714)787—f ;' 0 'd;.C': INDEMNITY C011PANY OF AMERICA J.D. DIFFF N AIJ( P.O. BOX - 5 RIVERSIDE. A I,;iU.O LI, I COUNTERPART(S) II 101 1 1 1 11 IN 1111111111111111 11 111 , 11 1111IIIi1 { ' ill IN��a■I THIS IS TO CE - `, lE LL01 ill 1 1 ;I E I SUR D I_".,'nr! '.EC Id i OE THE POLICY PERIOD INDICATED. INC Till :I1 I ll -I^' ' U t ; OT a,F U'C- I`tE:J 'H RESPECT TO ALL THE THIS TERMS, 1e9,3'v - '!I IJ 1 -IE I' .9_ 1 .. f: I ( 35 f ( ';IFF[ hL HEI`J SUBJECT TO ALL THE TERMS,6)CGLL I I-IC I.L LTR F'iol - ' - r, .II;-I 1 I IH.-J I IN THOUSANDS GENERAL LIAR c I� j AUTOMOBILE L I 111"Y ANY ARE _ G ALL OWN ED AI I 1 V- 1'I,ip,. scneouLEG aL Om � HIRED AUTOS - - -— -'- �I I' NON-OWNEO A GARAGE LIAGIL GE G EXCESS LIABILI v - "'- rFlr,a OTHER THAN U Iib LLA F WORKER'S :J WEN A 1"89 1,000 EACH ACCIRFNII rS 1.000_ OISEASE POLICY urSm, EMPLOYEIAB J 1 _000_ Iw5LA5C EBCH FMYLOYICI OTHER ._- DESCRIPTION OF OP H'-ION: i7 'IG-OL S'9'E : � ITI `A PROJECT: PRICE Ci,' .' _ I .iFt ?91;:1: 3 : 0. 1., SM, ,J11AV CA,71.SIRANO, CA 92675 8:Z'l l■1' 1 I II I{ 111 Ill 1■11111111111 ;1 L9 la I!!if61"�;�I�Illlllllllldlllllllllll■I IHI Il 1� A JY C ' -�-1: 1300A DESCRIBED POLICIES BE CANCELLED BEFORE THE XI R' :1'I 1,![IE 11-1i1Uli OF, 'HE K,SUING COMPANY WILL EKIW&U*"AIL CITY OF SAN JJAN (. ' B '1 11" i. RE;>., V. A(.Iis(Y R LV ili'h:N I IF "J THE CERTIFICATE HOLDER NAMED TO THE LEFT, 32400 PADEO A)EI.A.A I Y&x4);X. Z4lu,I Am xX.,111 IXKKTLKXXvx�d(sXX14�vK SAN JUAN CAPTSTRA.';I '1 5 i ;X;�I;d� v�Er{yXI?.4'grLp(gITQ� __X,vFarxxaE.wR�E1[}IiKll[Ll€KI }C�Iy�7FX i-iali_�_II�fi -M FRIIS & COMPANY, INC. �Illllllil�lll{I l it I I II III III I�IIIINIIIII II��11'111Y1�1{IVI�I�NtiI�NII�IWYI'�I��M • �Y M1rsh" Ah �enn Marsh & McLennan, Incorporated 1940 Fifth Avenue, Suite 200 San Diego, California 92101 Telephone 619 234-0213 September 11 , 1987 City of San Juan Capistrano ATTN: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Certificate of Insurance Enclosed is the renewal certificate of insurance which you requested to evidence general liability, excess liability, and workers compensation coverages for The Price Company. As requested, this certificate has the amended cancel- lation wording and adds the City of San Juan Capistrano as additional insured. Sincerely, Ktit; ly�er Account Manager /ks Enclosure cc: Carol Robilotta, The Price Co. j�� ;SUE DATE (M I/DD/1'V) ��// ® • - 09/10/87 PRI)DUCER THIS CERTIFICATE IS ISSUED AS A NATTER OF INS RMATION ONLY AND CO IFERS Marsh & McLennan, Inc . NO RIGHTS EXTEND OR ALON HE CERTIFICAT,THE COVERAG I HOLDER. EDTHIS BY HEIVICA IES BELOW.S NOT A SEND, 19%-0 Fifth Avenue, Szite 200 San Diego, CA 92101 ( 619 ) 234-0213 COI APANIES AFFORDING COVE IAGE COMPANY ATravelers Indemnity Company LE TER C(MPAN�t ell lila-�epaY'tmeri� INSURED LETTER B of Industrial Relations The Price Company, D]lA: CC MPANV C Price Club LE TER P .O. BOX 85466 CC MPANY •s -c- Sall San Diego, CA 92138 LE'TER D ip# CC MPANV -n--Ir- LEfTER THIS IS TO CERTIFY THAT POLICIES OI INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO T HE INSURED NAI IED ABOVE FOlf'-HE POLICY PEEYOD INDICATED. NOTWITHSTANDING ANY REOUIREMEN T,TERM OR CONDITION OF ANY CONTRACT OR OTH:R DOCUMENT V TH RESPECT TC WHICH THISIC[fiTIFICAIIE MAY BE ISSUED OR MAY PERTAIN,THE INSI TRANCE AFFORDED BY THE POLI(IES DESCRIBED HE REIN IS SUBJEC TO ALL THE TE IMS,EXCLUSIERS,AND CONDI- TIONS OF SUCH POLICIES. LABILITY LIMITS IN THOUSANDS CO TYPE OF INSURANCE POLICY NUMBER PO ICY EFFECTNE POI :Y EXPIRATION _ - LTR DA T(MM�DDM'I DA E(MWOOM EACH AGGREGATE OCCURRENCE GENERAL LIABILITY BOI LY COMPREHENSIVE FORM Self-insured 09/01/8709/01/$ w Rv $ $ PREMISES/OPERATIONS PRC IERTN UNDERGROUND DAN AGE $ $ EXPLOSION&COLLAPSE HAZARD _ PRODUCTS/COMPLETED OPERATIONS Big PD CONTRACTUAL CON BINED $1 , 000 $1 ' 000 INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $1. , 000 AUTOMOBILE LIABILITY EMM $ WUR' ANY AUTO TKR;FRSON) ALL OWNED AUTOS(PRIV PASS) BDq I - / ALL OWNED AUTOS l PENE RPASS /N� ryENNF,R moFNO $ HIRED AUTOS nl�.� PRO�ERTN NON-OWNED AUTOS / \1• DAMAGE $ GARAGE LIABILITY BI a PD COMBINED $ EXCESS LIABILITY UMBRELLA FORM COMBINED $4 , 000 $4 000 A X OTHER THANUMBRELIAFORM 'PSIJ-EX-197TO73-4-87 9,/01/87 09/01/8 B WORKERS'COMPENSATION Self-insured cer"L.ifi- STATUTORY AND Cate #2060 9,/01/$7 051/01/8 $ (EACH ACCOLI_1C ) EMPLOYERS' LIABILITY (DISEASE-POLICY LIMIT) $ (DISEASE-EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONS/LOCATION:WEHICLES/SPECIAL ITEMS ThE? City o San Jllall Capistrano, its redevelopment agency and their respective offLces , agents, and employees are hereby named additional insured as respects tTeir con _ract with named insured, subject to olicy terms and conditions . City of San Juan Capistrano FAUTHORIZED Y OF 1 HE ABOVE DESC RIBED POLICIES 13E CANCELLED BEFORE THE EX- 32400 Paseo Adelanto DATE THEREOF, THE ISSUING COMPANY WILL 009ViEEK)C E San Juan Capistrano, CA 92675 DAYI WRITTEN NOT6:E TO THE CERTIFICATE HOLDER NAMED TO THE BLIENIR4HTA*W.V3APAt+Fi�Nf�€FkTARVAiEx ATTN: City Clerk REPRE SENTATIVEp. E'7ans C/ `/•r^/,��. /_ or _ l FCA F (M NED) 'V ® 07-15-87 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INP RMATION :IN.. AN)-0AFERS Marsh & McLennan, Inc. NO RIGHTS UPON IS CERTIFICAT HOLDER.THIS ERTIFICA P DO'cST OT A VEND, 1940 Fifth Avenue, Suite 2 0 0 EXTEND OR ALTE I THE COVERAC E AFFORDED BY THE POLI i„; HELI W. San Diego, CA 92101 CO APANIES I FFORDING COVE 4AGE (619 ) 234-0213 COMPANY A The Travelers Insurance Company REVISED LE rTER COMPANY State of California Department. INSURED LITTER B of Industrial Relations The Price Company DBA: LI IMPANY rTER C Price Club -- ------ P .O. BOX 85466 COMPANY D LF TTER San Diego, CA 92136 -- -- C)MPANY E LI TTER THIS IS TO CERTIFY THAT POLICIES C -INSURANCE LISTED BELOW HAV 1 BEEN ISSUED TO -HE INSURED NA VED ABOVE FOE THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREME IT,TERM OR CONDITION OF ANY :ONTRACT OR OTI ER DOCUMENT'/LTX RESPECT T O WHICH THIS CER7IFICA7'E MAY BE ISSUED OR MAY PERTAIN,THE INA URANCE AFFORDED BY THE POLI.IES DESCRIBED H-REIN IS SUBJE( T TO ALL THE T RMS,EXCLUSIONS,AND CONDI. TIONS OF SUCH POLICIES. _LABILITY _IMITS IN THOUSANDS TO TYPE OF INSURANCE POLICY NUMBER [TE DAFFM/W� ,YEYIMM/EXPIRATION i EACH AGGREGATE GREGATE GENERAL LIABILITY B( 31LY COMPREHENSIVE FORM - IN URv $ $ Self-insured _c 01-86 09-01-8 PREMISES/OPERATIONS PF )PERry $ $ UNDERGROUND EXPLOSION&COLLAPSE HAZARD PRODUCTS/COMPLETED OPERATIONS CONTRACTUAL CC VEINED $ 1 , 0 0 0 $ 1 , 000 INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSDNAL INJURY 'ERSONAL INJURY $ 1 i 0,;0 AUTOMOBILE LIABILITY ED LY N RY $ ANY AUTO IR I PERSON) ALL OWNED AUTOS(PRIV PASS.) BOO LY ALL OWNED AUTOS/OTHER THAN/) Iqy K,'A (OTHER PASS IPFCLIOENI) $ HIRED AUTOS PF OPERn NON-OWNED AUTOS DO MAGE $ GARAGE LIABILITY ala PD y CC VEINED $ EXCESS LIABILITY UMBRELLA FORM BI a:M9INE0 $4 , 000 $4 , 000 OTHER THAN UMBRELLA FORM TSIEX-197-T073-4- Q9-01-8 D9-01-8 iTATUTORY WORKERS' COMPENSATION $ (EACH ACCIDENT) B AND Self-insured certifi- 09-01-86C9-01-8i (DISIEasE-PaLICYLIMIT) EMPLOYERS' LIABILITY Cate #2060 $ 1 q (DISEASE-EACH EMPLOYEE) OTHER _D DESCRIPTION OFOPERATIONS/LOCATIOVSNEHICLES/SPECIAL ITEMS The City oJ: San Juan Capistrano, its redevelopment agency and their resp(�ctive of1`ices, agents, and employees are hereby named additional insured as respects ':heir contract with named insured, subject to olic terms and conditions . City of San Juan Capistrano SHOULD ANY 01 THE ABOVE DE;CRIBED POLICIES BE CANCELLED BEFORE THE EX- 32400 Paseo Adelanto PIRATION DATE THEREOF, HE ISSUING COMPANY WILL W40fth9ARMA MAIL DA YS WRITTEN NC LICE TO THE CERTIFICATE HOLDER NAMED TO THE San Juan Capistrano, CA 92675 LEFT�r �p�gpI�{@ �gryp� A# IT�ppLaly )P.F k4CAi44��NK]NaaM4L4414�1AYc�kTR 144€���R§£R�fdii�tTiNf(s�T ATTN: Patricia A. David AUTHORIZED REP RESENTATIVE Community Development Assoc Mark E. ;vans Marsh& r AML M��pnna Marsh & McLennan, Incorporated 1940 Fifth Avenue, Suite 200 San Diego, California 92101 Telephone 619 234-0213 July 15 , 1987 Ms . Patricia A. David d� Community Development Associate t cKt ( m kake— San Juan Capistrano Community V (J Redevelopment Agency 32400 Paseo Adelanto (�J� San Juan Capistrano, CA 92675 The Price Company et al Certificate of Insurance Dear Ms . David: Enclosed is the certificate of insurance you requested to evidence insurance coverages for The Price Company. This certificate has the amended cancellation wording which you require. This certificate replaces the one issued on 06-30-87 . If you need anything further, please let me know. Sincerely, Kay Salyer Account Manager /ks Enclosure cc: Larrina M. Fryar The Price Company ^`v `U � ` \ 0) 61 8V `\L 4 I /7/ti7 wb 41 , . ICY 4 4 1 ' N A AETNA CASUALTY & SURETY NSURF - - REPUBLIC INDEMNITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. P.O. BOX 5436 - STANDARD FIRE INSURANCE COMPANY RIVERSIDE, CA 92517 1` ISSUED IN 1 COUNTERPARTS • THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW FAVE el-EN ISSUED TO THE INSURED NAMED ABOVE °19)R -If POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF A VY CC,O'4ACT OR CTYIER DOCUMENT MI H R PEC" 44I11 THIS CERTIFICATE MAY c; BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLIOS iE.SCRIBEC HEREIN IS('ilBJE CT rn I - E lil EXCLUSIONS, AND CONDH TIONS OF SUCH POLICIES. _ ',-11-1 IIT, IN THOUSANDS rT CTR TYPE_OF In' U LANCE POLICY NUMBER I rnn• "Ie I - --- -Ac__ EGnTF RCNCE GENERAL LIABILITY _��— _--- — COMPREHENS [ FO9M 86GL653879CCS 7/1/87 7/1/88 S 1,000 $1,000 PREMISES/OPE.ATIONg EXXPLOSIONO&COLLAPSE HA2ARP ": $ 1,000 j$1 ,000 _ PRODUCTS/GOMPLETFD OPERATION', " - CONTRACTUAL 4I INDEPENDENT CONTRACTORS _ BROAD FORM PROPERTY OAMAGF PERSONAL &URY Fr RSOIJAL INJURY $1,000 AUTOMOBILE LIABILITY X ANY AUTO 86PJ008182CCS 7/1/87 7/1/88 $ X ALL OWNED AUTOS (PHIV PASS ALL OWNED AUTOS(OTHER THAM +l,r❑G6m T.I $ HIRED AUTOS l PRIV. PASS / ._ 1 pRO"EaTvl X NON-OWNED AUTOS L`-AMAGE $ GARAGE LIABILITY ei a Po ^COMBINED $ 1,000 1- EXCESS LIABILITY -; A X UMBRELLA FORM 86XS504924WCA 7/1/87 7/1/88 cVMPD 5,000 ')$5,000 OTHER THAN UMBRELLA FORM i { WORKERS' COMPENSATION ' T011Q� B PC989847 7/1/87 1/1/88 4-* $1,OOOLWHACCIDENT) AND w 1 EMPLOYERS' LIABILITY ��0 EASE-POLICY LIMIT) 1 00 EASLFACH EMPLOYEE) OTHER 'y x c -ydl DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS `< PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO CITY OF SAN JUAN CAPISTRANO 71LlMKKwmW THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- ATTN: MS. PAT DAVID THEREOF, THE ISSUING COMPANY WILL��1(/' S WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ,. REDEVELOPMENT AGENCY LEFT, K2€Y 32400 PASEO ADELANTO CITY OF SAN JUAN CAPISTRANO CA 92 ESENTATIVEF 6 COMPANY, INC. ww'r lxllllvwT�V,,� Wn, T P Ir, 7S 7" Tu 177 iI',177�,71T ��D 2 1 17 1,t 10 177', P14 % 8/13/87 ANO F,ELP� AETNA CASUALTY & SURETY REPUBLIC INDEMNITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. P.O. BOX 5436 STANDARD FIRE INSURANCE COMPANY RIVERSIDE, CA 92517 ifRw r ISSUED IN I COUNTERPARTS qp THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO EHE INSURED NAMED ABOVE POP I IiE POLICY PERIODINOICATEO NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF A14Y CGW PACT OR OTHER O3CUMENr W17R RFSPFC7 )A'­ICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE 'FSCqElEDHERFI?, IS SIJBJEC-'0' ki-L `417 _IHMS EXCLUSIONS,AND CONDI- TIO S OF SUCH PO'FICIES ANI MITS IN THOUSANDS TOF ,I,RAN(_F P(Ti.CY NUMBER pAl� I CTR �RRENCE AGGREGATE GENERAL- LIABIL,Te A X COMPREHENSiV, ORM 86GL653879CCS 7/1/87 7/1/88 $ 1,000 $1,000 PREMISEYOPER'T Al UNDFRGROUNI' "AMA"', 1,000 $1,000 EXROGON & CIILAPSE HA'7ARP PRODUCTSICOMT-FTED OPERATION CONTRACTUAL MFAPpi$ �X INDEPENDENT ECNIRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY `VRSONA� INJURY $ 1,000 1 AUTOMOBILE LIABILITY C X ANY AUTO 86PJ008182CCS 7/1/87 7/1/88 $ X ALL OWNED AUTOS(PRIV PASS �x PASS ALL OWNED AUTOS(OTHER THAN) $ HIRED AUTOS PROPERTY X NON-OWNED AUTOS DAMAGE $ II GARAGE LIABILITY 9ID COMBINED $ 1>000 EXCESS LIABILITY A UMBRELLA FORM 86XS504924WCA 7/1/87 7/1/88 8 &PC ED $ 5,000 $ 5,000 COMBIN : OTHER THAN UMBRELLA FORM I ST�TUTOPY B WORKERS' COMPENSATION $ PC989847 7/1/87 1/1/88 OOO(EAL ACCIDENT) AND EMPLOYERS' LIABILITY $ 1,UOO)DISEASE POLICY LIMIT) $ 1,000(DISEASE EACH EMPLOYEE)-- OTHER DACRIPTION OF OPERATIONS/LOCATIONSNFHICLES/SPECIAL ITEMS PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO, CA ADDITIONAL INSURED ENDORSEMENT ATTACHED CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- PIRAT_e DATE THEREOF, THE ISSUING COMPANY WILL)NMR)MIKM REDEVELOPMENT AGENCY MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE H LDER NA TO 32400 PASEO ADELANTO LEFT, SAN JUAN CAPISTRANO, CA 92675 AUTHORIZED REPRESENTATIVE FRIIS & COMPANY, INC. ` GL 10 (Ed. O1 73) This endorsement forms a part of the policy to which attached,effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective 8/13/87 Policy No. 86GL653879CCS Endorsement No. Named Insured J.D. DIFFENBAUGH, INC. AETNA CASUALTY & SURETY FI2I3S & COMP�IY,�INC. { Countersigned by-- �����c,r � - (Au[norized ReprefentativO This endorsement modifies such insurance as is afforded by the provisions of the policy relating to the following: COMPREHENSIVE GENERAL LIABILITY INSURANCE MANUFACTURERS AND CONTRACTORS LIABILITY INSURANCE ADDITIONAL INSURED (Owners or Lessees) It is agreed that: 1. The "Persons Insured" provision is amended to include as an insured the person or organization named below but only with respect to liability arising out of operations performed for such insured by or on behalf of the named insured. 2. The applicable limit of the company's liability for the insurance afforded under the Contractual Liability Insurance Coverage Part forming a part of this policy shall be reduced by any amount paid as damages under this endorsement on behalf of the person or organization named below. Name of Person or Organization (Additional Insured) CITY OF SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 PROJECT: PRICE CLUB — SAN JUAN CAPISTRANO, CA GL 20 10 01 73 el A, clu • Joe* i MEMBERS OF THE CITY COUNCIL A llll ANTHONY L. BLAND LAWRENCE F. IM KENNETH E. FRIESSESs uw GARY L. HAUSDORFER 1776 PHILLIP R. SCHWARTZE 0� • CITU MANAGER STEPHEN B JULIAN August 3, 1987 J.D. Diffenbaugh, Inc, P.O. Box 5436 Riverside, California 92517 Re: Certificate of Insurance - Price Club Gentlemen: Thank you for the Certificate of Insurance, which was received by the City on July 29, 1987. In accordance with the contract, please be advised of the following: (1) The City of San Juan Capistrano and the Community Redevelopment Agency need to be listed on the Certificate of Insurance as an additional insured. Please forward the corrected certificate to the City in fifteen days or by August 18, 1987. If you have any questions, please contact Dawn Schanderl, Records Coordinator, at (714) 493-1171 extension 244. Thank you for your cooperation. Very truly yours, Mary Ann H over, CMC City Clerk MAH/dms 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171 ;SL,. rx�Pe7v^h,e.., 7/24/87 • AETNA CASUALTY N SURETY REPUBLIC INDEMNITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. . P.O. BOX 5436 STANDARD FIRE INSURANCE COMPANY RIVERSIDE, CA 92517 - - - - - _ k ISSUED IN 1 COUNTERPARTS THIS IS TO CERTIF"THAT POLICIES OF INSURANCE LISTED BELOW h AVE PEEN ISSUED TO THE INSURED NAMED ABOVE FOR T6E POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF AliY C'.:'9'RAC1 OR OTHER DOCUMENT WrTF PF'SPS:'T TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE PDLICI=S^F.SC"11BE7 HEREIN'S SUBJE IF'n- q.,'_ 1 f'?M5 EXCLUSIONS.AND CONDI- ' TIONS OF SUCH POLICIES. L LTR T " 'v ; BITS IN THOUSANDS nAsI i'L CF ti� FPOLICY N�MBF.n z;', - A iakeace AocRecntE GENERAL LIABILITY COMPREHENSIVIL IDHkI 86GL653879CCS 7/1/87 7/1/88 1 $ 1,000 $1,000 I X PREMISES OP[ �JNDERGROU'D v X EXPLOSION s )LLAPSE HAZARD - s 11000 $1 ,000 X PROOUCTS,CF MP-ETED OPFHATION.S X CONTRACTUA, " I!$ INDEPENDENT ;ONTRAGIORS BROAD FORM PROPERTY DAMAGE X PERSONAE INJURY PERSONAL NJURY $ 1,000 ~AUTOMOBILE LIABILITY C X ANY AUTO 86PJ008182CCS 7/1/87 7/1/88 s=era: $ FIX ALL OWNED AUTOS(PRIV PASS I KID ALL OWNED AUTOS OTHER THAN) c A.,OENP X 1 JX PRIV PASS ' HIRED AUTOS VROP!EHTV X NON OWNED AUTOS 1)4M1iE T$ V—�GARAGE LIABILITY B. a PD �y coMBwE° $ 1,000 EXCESS LIABILITY ' A In UMBRELLA FORM 86XS504924WCA 7/1/87 7/1/88 "'MF;I°ED $ 5,000 1$5,000 OTHER THAN UMBRELLA FORM STATUTOPY -^ B j WORKERS' COMPENSATION PC989847 7/1/87 1/1/66 $1,OOOIEACH ACCIDENT) AND EMPLOYERS' LIABILITY $ 1,OOO(DISEASE-POLICY LIMIT) OOO(DISEASE EACH EMPLOYEE) IOTHER I I DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO, CA i OY OF SAN JUAN CAPISTRANO [AUTHORIZED LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- DATE THEREOF, THE ISSUING COMPANY WILL$ ATTN. MS. PAT DAVID DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAA i REDEVELOPMENT AGENCY j( N1 RD SM;R]�PJFA�KAPISTRANO, CA 926 REPRESENTATIVE FRIIS & COMPANY, INC. - • • . ISSUE DATE(MM/DD/YY) 0f ® 7/24/87 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, FRIIS & COMPANY, INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY TWE POLICIES BELOW. P.O. BOX 5138 COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92517-5138 _ TEL: (714) 787-8730 LETTER"Y A AETNA CASUALTY & SURETY COMPAN INSURED LETTER REPUBLIC INDEMNITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. COMPANY P.O. BOX 5436 LETTER C STANDARD FIRE INSURANCE COMPANY RIVERSIDE, CA 92517 COMPANY LETTER COMPANY E LETTER ISSUED IN I COUNTERPARTS e THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEOTO 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 CONDI. TIONS OF SUCH POLICIES. CO POLICY EFFECTIVE POLICY EVIRATION LIABILITY LIMITS IN THOUSANDS LTR TYPE OF INSURANCE POLICY NUMBER DATE IMMMNYI DATE(MMIDEVIN) EACH AGGREGATE _ OCCURRENCE GENERAL LIABILITY SODILY A COMPREHENSIVE FORM 86GL653879CCS 7/1/87 7/1/88 INJURY J$ 1,000 $1,000 PREMISES/OPERATIONS PROPERTY X EXPPLLOSIONUND B COLLAPSE HAZARD DAMAGE $ 1,000 $1 000 PRODUCTSICOMPLETED OPERATIONS X CONTRACTUAL BIa PD c COMBINED $ $ X INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE X PERSONAL INJURY PERSONAL INJURY $1,000 AUTOMOBILE LIABILITY r BOgEv C X ANY AUTO 86PJ008182CCS 1 7/1/87 7/1/88 (MPERSONI $ .. w X ALL OWNED AUTOS(PRN PASS.) v A ALL OWNED AUTOS(PRNRPTHAASSN) IPER AWDENT $ .gt,.L HIRED ALTOS ',`j,�t,;,S'??"''.-" PROPERTY X NON-OWNED AUTOS DAMAGE $ g ry GARAGE LIABILITY BI 8 PD COMBINED $ 1.000 EXCESS LIABILITY A UMBRELLA FORM 86XS504924WCA 7/1/87 7/1/88 El&PO $ 5,000 $5,000 OTHER THAN UMBRELLA FORM WORKERS'COMPENSATION sTATuroav B PC989847 7/1/87 1/1/88 $1 ,0001EACHADCIDENT) AND EMPLOYERS' LIABILITY $ 1:606 1,OOOIDISEASE-POLICY LIMIT) j OQ EASE-EACH EMPLOYEE) i OTHER I I C-0 r t DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS PROJECT: PRICE CLUB SAN JUAN CAPISTRANO, CA Rr ry Z CITY OF SAN JUAN CAPISTR ANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLO"BEFORE THE EX- ii PIRATJON DATE THEREOF, THE ISSUING COMPANY WILL yC�Np� ATTN. MS. PAT DAVID MAIL JU DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDEH�IY um REDEVELOPMENT AGENCY LEFT. XxpQ3F7G7px94t[X1i9�x7a7CExNAL7c�ltloxgtentD�[IGx7pi4Kl�pc�l�UXm ��V-SFAW PMNIRISTRANO, CA 926 AUTHORIZED REPRESENTATIVE FRIIS & COMPANY, INC. MENOMONIE ISSUE DATE(MM/DD/YY) ® • 7/24/87 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, FRIIS & COMPANY, INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. BOX 5138 COMPANIES AFFORDING COVERAGE RIVERSIDE, CA 92517-5138 _ TEL: (714) 787-8730 COMPANY A LETTER AETNA CASUALTY & SURETY COMPANY INSURED I LETTER B REPUBLIC INDEMNITY CO. OF AMERICA J.D. DIFFENBAUGH, INC. COMPANY P.O. BOX 5436 LETTER C STANDARD FIRE INSURANCE COMPANY RIVERSIDE, CA 92517C coMPANY C LETTEA COMPANY E. LETTER ISSUED IN I COUNTERPARTS THIS IS TO CERTIFY THAT 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 CONDI. TIONS OF SUCH POLICIES. CO POLICY EFFEC71VE POLICY EXPIRATION LIABILITY LIMITS IN THOUSANDS TYPE Of INSURANCE POLICY NUMBER TATE IMMDDI DATE IMMDGM'I - - EACH LTR OCCURRENCE AGGREGATE GENERAL LIABILITY BODILY COMPREHENSIVE FORM 86GL653879CCS II 7/1/87 7/1/88 INJURY $ 1,000 $1,000 PREMISES/OPERATIONS PROPERTY X UNDERGROUND DAMAGE $ 1,000 $110-00- EXPLOSION&COLLAPSE HAZARD PRODUCTSMAMPLETED OPERATIONS X CONTRACTUAL •�el 8 PD COMBINED $ .P X INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE X PERSONAL INJURY PERSONAL INJURY $ 1,000 AUTOMOBILE LIABILITY LIABILITY C X ANY ALTO 86PJ008182CCS 7/1/87 7/1/88 iPERpfwN $ X ALL OWNED AUTOS(PRIV PASS I BODILY OTHER AN INURr $ ALIOWNEDAUTOS�PRIV PTHASS PERAmDFeT - HIRED AUTOS PROPERTY X NON-ONNED AUTOS DAMAGE $ GARAGE LIABILITY BI APC COMBIBI NED $ 1•000 EXCESS LIABILITY A UMBRELLA FORM 86XS504924WCA 7/1/87 7/1/88 Bi&TwED'$ 5,000 $ 5,000 OTHER THAN UMBRELLA FORM STATUTORY B WORKERS' COMPENSATION PC989847 7/1/87 I/1/88 $ 1 ,000(EACHACCIOENT) AND EMPLOYERS' LIABILITY $I,OOOIDISEASE-POLICY LIMIT) EASE -EACH EMPLOrEEI OTHER I ' q CCD 7 -:-'� la -._- —cr" —_ DESCRIPTION OF OPERATIONSlLOCATIONSNEHICLES/SPECIAL ITr-MS '� p� PROJECT: PRICE CLUB, SAN JUAN CAPISTRANO, CA r x t Fm u CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLE�BEFORE THE EX- i PIRATAON DATE THEREOF, THE ISSUING COMPANY WILL yCy{p�*�(Q1¢��Q ATTN. MS. PAT DAVID MAIL J DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDENWICMEU'YU4 3REDEVELOPMENT 32�E�LDp TES VpE L OP MAENnFT�AGENCY LEFT. EO1DF7(gpp1�D7�gy)(7�J�q}jq�p�p�x,IfAlxkltlQ60C0�LKrOp1S%ffi[(�J�fU(py 61V &A�(?4 L1Ri -NWISTRANO, CA 926 AORIZED REPRESENTATIVE 1 FRIIS & COMPANY, INC. �< ��,.r „t- �'�__�;11�--? MEMORANDUM TO: Lee Choitz FROM: Mary Ann Hanover, City Clerk DATE: June 25, 1987 SUBJECT: Transmittal of Bonds I have received the original grading bond from you for the Price Club Project. I would appreciate it if in the future you would use the following format: MEMORANDUM TO: Dawn Schanderl, Records Coordinator FROM: Lee Choitz, Permit Services Supervisor DATE: June 25, 1987 SUBJECT: Price Club Project Bond The following is a bond received on behalf of the City of San Juan Capistrano for your files. The original bond is attached. Bond Number Amount Insurance Company No. 8116-36-60 $1,347,953.00 Federal Insurance Company LEE CHOITZ Thanks for your cooperation in this matter. It will make our City records look a lot better. MARY ANN HANOVER MAH/mac Joao w. MEMBERS Of THE CSCOUNCIL ANTHONY L. BLAND " LAWRENCE F. BUCHHEIM �NUIOMIIA KENNETH E. FRIESS 191115111 �96� GARY L NAUSDORFDORFER 1776 PHILLIP R. SCHWARTZE CITY MANAGER _ _ I STEPHEN B JULIAN December 3, 1987 Price Company 2665 Ariane Drive San Diego, CA 92117 TEMPORARY CERTIFICATE OF USE & OCCUPANCY (FOR 60 DAYS FROM DATE OF ISSUANCE) HAVING INSPECTED THE BUILDING HEREIN DESCRIBED AND HAVING FOUND IT TO COMPLY WITH ALL APPLICABLE CITY CODE REQUIREMENTS FOR ITS INTENDED OCCUPANCY CLASSIFICATION AND USE, THE CITY OF SAN JUAN CAPISTRANO HEREBY CERTIFIES AND RELEASES FOR USE AND OCCUPANCY THE FOLLOWING: Building Address 33261-DobenY.Park Road. yag.Juan Ca ' strs'l-94 P ,1 -254'77.8 Permit Number 4996--B- - Building Use 3yD_sp.11.; Wareho!0_21,49Q sait,:_ Ttre Center 4 QO s�it 72�taiL 9 .120 . . . 7•I�. T'T. TAT Occupancy Classification Type of Construction YEN CITY OF SAN JUAN CAPISTRANO MA4 '."�- Mark Gibson Building Official EwaEw �— - Deputy. . THIS I�S�aaA LCcvLEGAL DOCUMENT AND MUST BE GIVEN TO THE LEGAL OWNER OR 3�46%c4liSi'O�ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171 C/a 3oe.E. Mae ' I MEMBERS OF THE CITY COUNCIL VVV ANTHONY L. BLAND LAWRENCE F. BUCHHEIM iAEN"I"I, KENNETH E. FRIESS IIIIHI 1961 GARY L. HAUSDORFER 1776 PHILLIP R. SCHWARTZE • • CITY MANAGER STEPHEN B JULIAN August 9, 1989 Price Company 2665 Ariane Drive San Diego, CA 92117 CERTIFICATE OF USE & OCCUPANCY HAVING INSPECTED THE BUILDING HEREIN DESCRIBED AND HAVING FOUND IT TO COMPLY WITH ALL APPLICABLE CITY CODE REQUIREMENTS FOR ITS INTENDED OCCUPANCY CLASSIFICATION AND USE, THE CITY OF SAN JUAN CAPISTRANO HEREBY CERTIFIES AND RELEASES FOR USE AND OCCUPANCY THE FOLLOWING: Building Address 33961 Doheny Park Road Capistrano Beach, CA Permit Number 4986-B Tract/Lot Number AP121-254-7/8 Building Use Price Club/Commercial Use 3340 sq.ft. office, 21,400 sq.ft. warehouse, 4000 sq.ft. tire center. 90,120 sq.ft. retail. Occupancy Classification B2 Type of Construction VN CITY OF O�F SAN JUAN CAPISTRANO Elaine Martinez - Development Services Administrator - — - Building Official Deputy, Pete Loncarevich THIS IS A LEGAL DOCUMENT AND `MUST BE GIVEN TO THE LEGAL OWNER OR PURCHASER 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO. CALIFORNIA 92675 0 (714) 498-1171 DISPOSITION AND DEVELOPMENT AGREEMENT by and between SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and THE PRICE COMPANY, DEVELOPER c TABLE OF CONTENTS Page I . [ §100] SUBJECT OF AGREEMENT . . . . . . . . . . . . . . . . . 1 A. [ §101 ] Purpose of Agreement . . . . . . . . . . . . . . . . . 1 B. [ §102 ] The Redevelopment Plan . . . . . . . . . . . . . . . 1 C. [ §103 ] Description of the Site . . . . . . . . . . . . . . 1 D. [ §104] Parties to the Agreement . . . . . . . . . . . . . 2 1 . [ §105 ] The Agency . . . . . . . . . . . . . . . . . . . . . . 2 2 . [ §106] The Developer . . . . . . . . . . . . . . . . . . . 2 3 . [ §107 ] Prohibition Against Change in Ownership, Management and Control of Developer and Operator . . . . . . . . . . . . . . . . . . . . 2 4. [ §108] Developer' s Authority . . . . . . . . . . . 3 5 . [ §109 ] Agency' s Authority . . . . . . . . . . . . . . 3 6. [ §110] Extension of time to Perform . . . . 3 II . [ §200] ASSEMBLY OF THE SITE . . . . . . . . . . . . . . . . . 3 A. [ §201 ] Assembly Procedures . . . . . . . . . . . . . . . . . . 3 III . [ §300] LOAN BY DEVELOPER TO AGENCY . . . . . . . . . . 5 A. [ §301 ] Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B. [ §302 ] Promissory Note . . . . . . . . . . . . . . . . . . . . . . 5 C. [ §303 ] Method of Note Repayment . . . . . . . . . . . . . 6 IV. [ §400] DISPOSITION OF THE SITE . . . . . . . . . . . . . . 7 A. [ §401 ] Disposition Conveyance . . . . . . . . . . . . . . . 7 B. [ §402 ] Conditions Precedent . . . . . . . . . . . . . . . . . 8 W Page C. [ §403 ] Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 li D. [ §404] Conveyance of Title . . . . . . . . . . . . . . . . . . 14 E. [ §405 ] Form of Deeds . . . . . . . . . . . . . . . . . . . . . . . . 14 F. [ §406] Condition of Title - Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 G. [ §407] Recordation of Documents . . . . . . . . . . . . . 14 H. [ §408] Separate Legal Parcel . . . . . . . . . . . . . . . . 15 I . [ §409 ) Right of Entry . . . . . . . . . . . . . . . . . . . . . . . 15 V. [ §500] DEVELOPMENT OF THE SITE . . . . . . . . . . . . . . 15 A. [ §501 ] Development of the Site by theDeveloper . . . . . . . . . . . . . . . . . . . . . . . . 15 1 . [ §502 ] Scope of Development . . . . . . . . . . . . 15 2 . [ §503 ] Plans and Drawings . . . . . . . . . . . . . . 15 3 . [ §504] Cost of Construction . . . . . . . . . . . . 16 4. [ §505 ] Construction Schedule . . . . . . . . . . . 16 5 . [ §506] Bodily Injury and Property Damage Insurance . . . . . . . . . . . . . . . . 16 6. [ §507] City and Other Governmental Agency Permits . . . . . . . . . . . . . . . . . . 17 7 . [ §508] Rights of Access . . . . . . . . . . . . . . . . 18 8. [ §509 ] Local, State and Federal Laws . . . 18 9. [ §510] Antidiscrimination During Construction . . . . . . . . . . . . . . . . . . . . 18 B. [ §511] Taxes, Assessments, Encumbrances and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 C. [ §512 ] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment ofAgreement . . . . . . . . . . . . . . . . . . . . . . . . . 19 (ii) Page D. [ §513 ] Holder Not Obligated to Construct Improvements . . . . . . . . . . . . . . . . . . . . . . . . . 19 E. [ §514] Notice of Default to Mortgage or Deed of Trust Holders; Right to Cure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 F. [ §515 ] Failure of Holder to Complete Improvements . . . . . . . . . . . . . . . . . . . . . . . . . 20 G. [ §516] Right of the Agency to Cure Mortgage or Deed of Trust Default . . . . . . . . . . . . . 21 H. [ §517 ] Right of the Agency to Satisfy Other Liens On the Site After Title Passes . . . . . . . . . . . . . . . . . . . . . . . . . 21 I . [ §518] Certificate of Completion . . . . . . . . . . . . 21 VI . [ §600] USE OF THE SITE . . . . . . . . . . . . . . . . . . . . . . 22 A. [ §601 ] Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 B. [ §602 ] Non-Discrimination . . . . . . . . . . . . . . . . . . . 22 C. [ §603 ] Effect and Duration of Covenant . . . . . . 24 II, D. [ §604] Rights of Access . . . . . . . . . . . . . . . . . . . . . 24 VII . [ §700 ] DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . 25 A. [ §701 ] Defaults - General . . . . . . . . . . . . . . . . . . . 25 B. [ §702 ] Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . 25 1. [ §703 ] Institution of Legal Action . . . . . 25 II' 2 . [ 5704] Applicable Law . . . . . . . . . . . . . . . . . . 25 III 3. [ §705 ] Acceptance of Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . 25 C. [ §706] Rights and Remedies Are Cumulative . . . 26 D. [ §707 ] Inaction Not a Waiver of Default . . . . . 26 E• [ §708] Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (iii ) Page F. [ §709 ] Specific Performance . . . . . . . . . . . . . . . . . 26 G. [ §710] Remedies and Rights Prior to the Acquisition Transfer . . . . . . . . . . . . . . . . . 26 1 . [ §711 ] Termination by the Agency . . . . . . . 26 H. [ §712 ] Attorneys Fees . . . . . . . . . . . . . . . . . . . . . . . 27 VIII . [ §800] GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 27 A. [ §801] Notices, Demands and Communications Between the Parties . . . . . . . . . . . . . . . . . . 27 B. [ §802 ] Conflicts of Interest . . . . . . . . . . . . . . . . 28 C. [ §803 ] Enforced Delay; Extension of Times of Performance . . . . . . . . . . . . . . . . . 28 D. [ §804] Non-liability of Officials and Employees of the Agency . . . . . . . . . . . . . . 28 E. [ §805 ] Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 IX. [ §900] ENTIRE AGREEMENT; WAIVERS, CONSENT . . . 29 X. [ §1000] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ATTACHMENTS Attachment No. 1 Map Attachment No. 2 Legal Description Attachment No. 3 Schedule of Performance Attachment No. 4 Agency Deed Attachment No. 5 Scope of Development Attachment No. 7 Form of the Note Attachment No. 8 Price Club Radius Restriction Map Attachment No. 9 Certificate of Completion Form ( iv) DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (the "Agency" ) and THE PRICE COMPANY, a California corporation (the "Developer" ) . The Agency and the Developer hereby agree as follows: 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, as therein defined (the "Project" ) by providing for the disposition and development of certain property situated in the Project Area (the "Project Area" ) of the Project. That certain area which is to be developed pursuant to this Agreement (the "Site" ) is depicted on the "Map, " which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of redeveloping the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of San Juan Capistrano, California (the "City" ) and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [ §102 ] The Redevelopment Plan The Redevelopment Plan was approved and adopted by Ordinance No. 488 of the City Council of the City of San Juan Capistrano as was amended by Ordinance Numbers 509, 547 and 582; said ordinances and the Redevelopment Plan as so amended (the "Redevelopment Plan" ) are incorporated herein by reference. C. [ §103 ] Description of the Site The "Site" is that certain real property so designated on the Map (Attachment No. 1 ) and described in the "Legal Description", which is attached hereto as Attachment No. 2 and is incorporated herein by reference. The Site, which consists of approximately 23 .032 gross acres, is located within the corporate limits of the City and within the Project Area. D. [ §104] Parties to the Agreement 1 . [ §105 ] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California, 92675. "Agency" , as used in this Agreement, includes the San Juan Capistrano Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. 2 . [ §106] The Developer The Developer is The Price Company, a California corporation, or any permitted assignees. The office and mailing address of the Developer for purposes of this Agreement is The Price Company, 2550 5th Avenue, Suite 629, San Diego, California 92103 . 3 . [ §107 ] Prohibition Against Change in g g Ownership, Management and Control of Developer and Operator The qualifications and identity of the Developer are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. Prior to issuance of a Certificate of Completion, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Prior to issuance of a Certificate of Completion and subject to the provisions of Section 512, hereof, the Developer shall not assign all or any part of this Agreement or any rights hereunder without the prior written approval of the Agency, in its sole and absolute discretion. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and the permitted successors and assigns of the Developer. Whenever the term "Developer" is used herein, such term shall include any other permitted successors and assigns as herein provided. 12-09-86 2199k/2299/16 -2- 4. [ §108] Developer' s Authority Developer represents and warrants that it is a corporation organized and existing under the laws of the State of California, having its principal place of business in the County of San Diego, California; that the officers executing this Agreement are authorized to execute same on behalf of the Developer, and that all other documents delivered by Developer to Agency, now or at the close of escrow, have been or will be duly authorized, executed and delivered by Developer; and are legal, valid and binding obligations of Developer; and are enforceable in accordance with their respective terms; and do not violate any provision of any agreement to which Developer is a party. 5 . [ §109 ] Agency' s Authority The Agency represents and warrants that: (i ) it is a redevelopment agency duly organized and existing under the laws of the State of California; (ii ) by proper action of the Agency, the Agency has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; (iii) this Agreement does not violate any provision of any other Agreement to which the Agency is a party; and (iv) to the best of Agency' s knowledge there is no claim, suit, demand, litigation or administrative proceeding threatened or pending as of the date hereof with respect to or in connection with this Agreement or the Redevelopment Plan. 6. [ §110] Extension of Time to Perform The Executive Director of the Agency is authorized to approve extensions of time to the Developer relating to the Schedule of Performance. II . [ §200] ASSEMBLY OF THE SITE A. [ §201 ] Assembly Procedures 1 . Pursuant to the Redevelopment Plan, the Agency has entered into a written contract dated July 1, 1986 (the "Great Western Agreement" ) to acquire the "Site" from Great Western Savings and Loan Association (the "Owner" ) . The Great Western Agreement has been amended by written amendment dated December 2, 1986 ( "Great Western Agreement, as amended" ) , pursuant to which Great Western has agreed to extend the time within which to close escrow, as follows: (a) Upon the payment of One Hundred Thousand Dollars ($100, 000) all cash to Great Western on or before December 17, 1986, close of escrow shall be extended to on or before March 30, 1987. 12-09-86 2199k/2299/16 -3- (b) Six (6) additional one-month extensions shall be permitted at the election of Agency at the rate of Thirty Thousand Dollars ($30,000) per month, payable all cash to Great Western. (c) All of the above deposits shall be forfeitable but applicable to the Purchase Price. Concurrently with the Agency' s acquisition of the Site, the Agency agrees to sell and transfer the Site to the Developer and the Developer agrees to purchase and acquire the Site from the Agency subject to the terms and conditions of this Agreement. 2. Subject to the fulfillment of. Conditions Precedent, the Agency agrees to use diligent efforts to acquire by voluntary purchase the Site from the Owner for the amount of Ten Million Five Hundred Thirty Four Thousand Three Hundred Seventy Seven Dollars ($10,534,377) (the "Acquisition Price" ) . The conveyance of the Site by the Owner to the Agency shall constitute the "Acquisition Conveyance" . 3. By the time established therefore in the Schedule of Performance (Attachment No. 3) , the Developer shall deposit into escrow or on behalf of the Agency, as the case may be, the amount of Thirteen Million, Forty-Nine Thousand, 'three Hundred Seventy- Seven Dollars ($13,049,377) , or such lesser amount as may be required, consisting of (i) the amount of Three Million One Hundred Thirty-Six Thousand Three Hundred Twenty Dollars ($3, 136, 320) (the "Price Parcel Amount") representing the Purchase Price payable by the Developer to the Agency for that portion of the Site consisting of twelve ( 12) acres (referred to as the "Price Portion" ) (deposit into escrow) ; (ii) the amount of Four Million Eight Hundred Five Thousand Five Hundred Forty Dollars ($4, 805,540) (the "Retail Portion Amount" ) representing the Purchase Price payable by the Developer to the Agency for that portion of the Site consisting of approximately eleven and 032/100 (11 . 032) acres (the "Retail Portion") (deposit into escrow) ; (Subparagraphs (i) and (ii ) represent a total Purchase Price of Seven Million Nine Hundred Forty One Thousand Eight Hundred Sixty Dollars ($7, 941,860) ) for the Site; (iii) an amount not to exceed Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107,517) (the "Loan" ) as a loan to the Agency representing the writedown of the Site ($10,534,377 - $7,941,860 = $2, 592,517) (deposit into escrow) ; plus the estimated cost of offsite and onsite improvements ($1,722,500) (payment by Developer on behalf of Agency for design and construction of offsite and onsite improvements as provided in the Scope of Development) , plus Development Fees required to be paid by the Agency as provided in the Scope of Development ($775,000), and 12-09-86 2199k/2299/16 -4- the cost of an environmental impact report ($17, 500) required to be paid by the Agency (deposit into escrow) . With respect to the additional deposits required by Great Western to extend the close of escrow described in Paragraph 1 of this Section 201, Agency and Developer shall each pay one-half. Agency agrees to extend the Great Western Escrow to March 30, 1987 on a month by month basis as required but no later than June 30, 1987 provided this Agreement has not been sooner terminated. In the event that the acquisition from Great Western fails to close for any reason and said monies are forfeited to Great Western then, in that event, Agency and Developer shall each forfeit the monies so deposited and neither party shall have any further rights or obligations with respect to the other. In the event that the escrow closes as set forth in the Great Western Agreement, as amended, and the escrow provided herein closes, the amounts advanced by the Agency to Great Western for extension of the time of Closing shall be reimbursed to the Agency by Developer upon close of Escrow and included within the Loan described in Section 301 hereof. The amounts advanced by Developer shall reduce the amount to be deposited by Developer into Escrow pursuant to Paragraph 3 of this Section 201 as part of the Purchase Price. III . [ §300] LOAN BY DEVELOPER TO AGENCY A. [ §301 ] Loan 1. The Developer shall loan (the "Loan" ) to the Agency the principal sum of Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107, 517) referred to in Section 201(3 ) above or such lesser amount as required to be loaned under the terms of this Agreement as set forth in Paragraph 2 of this Section 301. 2 . The Agency shall use the Loan only for the following purposes: $2, 592, 517 to be applied towards the acquisition of the Site by the Agency and the balance of the Loan for (i ) an environmental impact report; (ii) off-site and onsite improvements required to be paid for by the Agency in the Scope of Development; and (iii ) development fees required to be paid for by the Agency as provided in the Scope of Development. In the event that any portion of the Loan funds received by the Agency has not been expended within one ( 1) year after issuance of a Certificate of Completion for the Site, such portion not expended shall be returned to the Developer in principal reduction of the outstanding Loan balance. 12-09-86 2199k/2299/16 -5- B. [ §302 ] Promissory Note Simultaneously with the advance of any Loan funds by Developer, the Agency shall deliver to the Developer through escrow the Agency' s promissory note in a form substantially the same as the note attached hereto as Attachment 7 (the "Note" ) . The Note shall be non-assignable and the City shall have no obligation with respect to the Note. C. [ §303 ] Method of Note Repayment 1. Definitions. For purposes of this section, the following terms shall apply: (a) "Tax Revenues" for a Note Year shall mean an amount equal to one hundred percent (100%) of that portion of taxes derived by the City and/or the Agency from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended, arising from all businesses and activities conducted on the Site from time to time, which are subject to such Sales and Use Tax Law. (b) "Allocated Tax Revenues" shall mean the Tax Revenues considered allocated each Note Year to the Developer based upon the following allocation each Note Year: (1) First $400, 000 to Agency; (2 ) Next $600, 000 to Developer; (3 ) Balance 50% to Agency and 50% to Developer. (c) "Note Year" means (i) the twelve ( 12) calendar months beginning on the first day that a new Price Club facility is open (on the Property) for business to the public, and (ii) each twelve ( 12 ) calendar months thereafter. If the Price Club opens on a day other than the first day of a calendar month, the first NOTE year shall consist of the twelve calendar months beginning with. the first calendar month after the date the Price Club opens plus the period from the date of the opening until the first day of the first calendar month after the opening. (d) "Payment Date" means the last day of the sixth month of any such Note Year and the first day of any such Note Year. (e) "Interest Rate" means prime rate as charged by Bank of America NT as of seven (7) days prior to the close of escrow. 12-09-86 2199k/2299/16 -6- (£) "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 2 below in repayment of principal and interest on the Agency Note. 2 . Note Payment Provided Developer has completed and opened a Price Club for business and Developer has not opened another Price Club or similar retail operation within ten ( 10) miles from the incorporated boundaries of the City of San Juan Capistrano as such boundaries presently exist as shown in Attachment No. 8, in which later event the balance of Note shall be deemed fully discharged, the Agency shall make Debt Service Payments on each Payment Date during each Note Year in an amount equal to the total allocated Tax Revenues for the Note Year as of the Payment Date less any Debt Service Payment previously paid to Developer for such Note Year. Debt Service Payments shall be credited to the payment of all accrued but unpaid Interest and the balance to principal . Debt Service Payments shall be made for a period of twenty-three (23 ) Note Years less one ( 1 ) year for each $120, 000 in principal reduction as a result of repayment by Agency to Developer of any unexpended portion of the Loan pursuant to Paragraph 2 of Section 301 hereof. In the event that Debt Service Payments are insufficient to fully discharge the Note within the Note Years described in the sentence immediately preceding then, in such event, the unpaid balance of the Note, including any accrued interest, shall be deemed forgiven. 3 . Covenant Regarding Sales Tax. In the event that the Agency fails to make Debt Service Payments on any Payment Date and fails to cure same within thirty (30) days after written notice from the Developer, Agency hereby covenants to adopt a resolution or ordinance setting a tax rate (in an amount sufficient to provide funds to satisfy the Agency' s debt to the Developer under the Note) upon all retail sales in the Project Area pursuant to the Ordinance described in Subparagraph (c) of Paragraph 1 in Section 402 hereof and to transmit same to the State Board of Equalization upon adoption. Upon receipt of such sales and use tax from the State, Agency shall forthwith make Debt Service Payments as described herein. All sales taxes to be received by the Agency pursuant to this paragraph 3 are deemed pledged to secure the Agency' s debt to Developer. IV. [ §400] DISPOSITION OF THE SITE 12-09-86 2199k/2299/16 -7- A. [ §401 ) Disposition Conveyance Concurrent with Acquisition Conveyance, the Agency shall convey the Site to the Developer pursuant to the Agency Deed (Attachment No. 4) ; such conveyance shall constitute the "Disposition Conveyance" . The Developer and the Agency shall execute the Agency Deed (Attachment No. 4) by the time established therefor in the Schedule of Performance (Attachment No. 3 ) ; provided that the execution by the Agency of said Agency Deed shall be subject to and conditioned upon the prior or concurrent satisfaction by the Developer of the "Conditions Precedent", as set forth in Section 402 of this Agreement. B. [ §402 ) Conditions Precedent 1 . Developer' s Conditions Precedent Developer' s obligations to advance funds, and purchase the site are subject to all of the following conditions being first approved or waived by the Developer; any approvals being made in Developer' s sole and absolute discretion: (a) Developer' s obligation to purchase the Site is conditioned upon Developer approving (or waiving) the physical condition of the Property, including a soils report, to be obtained by Developer at its expense. If Developer does not notify Agency of its approval or waiver of the soils report, or notifies Agency of its disapproval, within forty-five (45) days after the date hereof, this condition shall be deemed not satisfied and this Agreement shall be deemed terminated. Approval shall constitute assumption by Developer of obligations, if any, imposed by Health & Safety Code 25298 and Developer hereby indemnifies and holds Agency harmless with respect thereto. (b) Developer' s obligation to purchase the Site is conditioned upon (i) Developer first obtaining all required zoning, governmental land use permits and approvals, site plan and architectural approvals, building permits, and other permits under conditions satisfactory to Purchaser (such permits, approvals and licenses referred to as ( "Permits" ) for the immediate construction and operation on the Site as determined by Developer of a Price Club and shopping center (the "Planned Use" ) , (ii ) Developer 12-09-86 2199k/2299/16 -8- being satisfied with respect to all engineering and feasibility studies, drainage, topography, utilities, traffic, ingress and egress and related issues with respect to Developer' s development of the Site, ( iii ) sewer, water, drainage, telephone, gas and electric utility lines being within a public street adjacent to the Site, and immediately available for use and connection with size and capacity adequate to properly serve Developer' s development and operation of the Planned Use on the Site without governmental restrictions or prohibitions and subject only to payment of usual front foot benefit charges, connection fees and consumption charges associated therewith, and without the requirements of obtaining easements from other property owners for the extension and connection of any and all of such utilities. If, on or before June 30, 1987, Developer does not notify Agency that all conditions of this Section are satisfied or waived, or notifies Agency of such dissatisfaction, then such conditions shall be deemed not satisfied and this Agreement shall be deemed terminated. (c) No later than sixty (60) days after the date of this Agreement the City passes an ordinance under Revenue and Taxpayer Code Section 7202 .5 providing for a credit for sales and use taxes paid to the Agency and the Agency adopting a sales and use tax ordinance under Revenue and Taxation Code 7202 . 6 which will impose 'a tax upon all retail sales in the Project Area under the terms and conditions set forth herein. If such ordinances are not passed by the City and the Agency within such sixty (60) day period Developer may terminate this Agreement at any time prior to close of escrow. (d) Developer' s obligation to purchase the Site is subject to Developer approving (or waiving) the legal description (including the size) of the Site and all title exceptions in the preliminary title report obtained by Developer (other than liens and encumbrances which Agency covenants to eliminate prior to close of escrow) (collectively referred to as "Title 12-09-86 2199k/2299/16 -9- Matters" ) within fifteen ( 15) days after the date of this Agreement and receipt of all Title Documents including an up to date title report and all exception documents. If Developer does not notify Agency of its approval or disapproval of the Title Matters within the fifteen (15) day time limit, this condition shall be deemed satisfied. If, within such fifteen ( 15) day period, Developer, at its option, notifies Agency of objections to particular title exceptions, Agency may, within ten (10) days thereafter ( "Cure Period" ) , at its option, give Developer notice of Agency' s covenant to have some or all of such objected exceptions eliminated as title defects prior to close of escrow. If Agency covenants to have all objected exceptions eliminated, the conditions of this Section 402( 1) (d) shall be deemed satisfied and Agency must deliver title free of those objected exceptions. If Agency does not agree to cure all objections, then Developer may, at its option, within ten ( 10) days after the ten ( 10) day Cure Period, give Agency notice of Developer' s election to waive its objection to those exceptions which Agency does not covenant to cure, in which case the conditions of this Section 402( 1) (d) shall be deemed satisfied, and Agency must deliver title free of those exceptions which it has agreed to cure. If Developer does not waive its objections, Developer' s obligation to purchase the Site shall be deemed terminated. The foregoing items (a) to (d) inclusive constitute the "Developer Conditions" . 2 . Agency' s Conditions Precedent As conditions precedent (or concurrent) to the obligations of the Agency to acquire the Site, execute the Agency Deed (Attachment No. 4) or to effect the Disposition Conveyance, the Developer Conditions shall have been satisfied or waived by Developer and further the Developer shall complete all of the following: a. the Developer shall certify in writing that the Developer has determined based upon its own investigation that soil conditions and zoning are in all respects satisfactory and that the Developer knows of no reason that 12-09-86 2199k/2299/16 -10- it will not proceed to acquire the Site and develop and operate improvements pursuant to this Agreement; and b. the Developer executes the Agency Deed (Attachment No. 4) ; and As a condition precedent to the Agency conveying the Site to the Developer, the Owner shall convey the Site to the Agency in exchange for the Acquisition Price, free of possession, and with title conforming to the requirements of the Agency and the Developer. The foregoing conditions, together with the Developer Conditions shall collectively constitute the "Conditions Precedent" . 3 . Closing Conditions The Developer' s obligation to purchase and develop the Site and Agency' s obligation to acquire and convey the Site are subject to the condition that there is no pending litigation which would prohibit Developer from acquiring and developing the Site in accordance with the terms of this Agreement unless this condition is waived by Developer and Agency. C. [ §403 ] Escrow The Agency and Developer agree to open an escrow (the "Escrow" ) with Ticor Title Insurance Company, Orange County, California (or with a mutually agreeable escrow company) (the "Escrow Agent" ) , by the time established therefor in the Schedule of Performance (Attachment No. 3 ) . This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the conveyance of the Site from the Agency to the Developer pursuant to the Agency Deed (Attachment No. 4) ; a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. No provision of additional escrow instruction shall modify or change this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of. the Escrow its acceptance of the provisions of this Section 403, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 12-09-86 2199k/2299/16 -11- Upon delivery by the Owner of (i) grant deeds by the Owner conveying the Site to the Agency and delivery of the Agency Deed (Attachment No. 4) and the Note duly executed by the Agency, the Escrow Agent shall record (i ) the grant deeds conveying the Site to the Agency; and thereafter (iii) the Agency Deed (Attachment No. 4) , when title can be vested in Developer, all in accordance with the terms and provisions of this Agreement. Any liability or casualty insurance policies covering the Site cr any parcel are not to be transferred. Upon close of escrow the Escrow Agent shall insert the date of the Note and deliver same to Developer. The Agency shall submit instructions for the acquisition of the Site from the Owner. The content of those instructions is a matter of no concern to the Developer and will be handled outside the scope of this Agreement. In connection with the conveyance of the Site from the Agency to the Developer, Escrow Agent shall charge the Agency out of the Purchase Price: (i ) cost of transfer taxes; (ii ) any amount due Developer resulting from prorations; (iii ) usual Agency' s document drafting charges; ( iv) release fees on any encumbrances; (v) one-half any escrow fee or escrow termination charge; and (vi) title insurance premiums for a CLTA standard owner' s policy. Developer shall pay for the following: (i ) any amount due Agency resulting from prorations; (ii ) one-half of any escrow fee or escrow termination charge; (iii ) usual Developer' s document drafting and recording charges; and (iv) the difference between the cost of title insurance premium for a standard owner' s policy and the cost of any additional title insurance coverage requested by Developer. The Escrow Agent is authorized to: 1 . Pay and charge the Developer or Agency, as provided above, for any fees, charges and costs payable under this Section 403 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the Escrow. 2 . Disburse funds and deliver the deed and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. Funds shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the grant deeds for the Disposition Conveyance and the Agency Deed (Attachment No. 4) , and has delivered to the 12-09-86 2199k/2299/16 -12- Developer a title insurance policy insuring the interest of the Developer in conformity with Section 406 of this Agreement. 3 . Record any instruments delivered through this Escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds deposited by Developer into this Escrow shall be held in an insured interest-bearing account with all accrued interest credited to the account of the Developer until close of escrow or termination of this Agreement as the case mey be. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. On any occasion when Escrow Agent is required to pay funds from the Escrow Deposit to either the Agency or Developer, it shall transmit such funds by check by United States overnight express mail or, if so instructed by the party entitled to the funds, by federal wire transfer. The Escrow Agent shall not cash any checks received from Developer unless and until Escrow Agent is prepared to immediately invest such funds, upon collection, in interest-bearing investments as aforesaid. If this Escrow is not in condition to close on or before the time established therefor in Section 404 of this Agreement, any party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten ( 10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten ( 10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of each of the Agency and the Developer or until the party entitled ,thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Developer. At 12-09-86 2199k/2299/16 -13- the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency and the Developer shall be directed to the addresses and in the manner established in Section 801 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 302 and Sections 403 to 408, both inclusive, of this Agreement. D. [ §404] Conveyance of Title Subject to any extensions of time mutually agreed upon between the Agency and the Developer, the conveyance of fee title to the Developer pursuant to the Disposition Conveyance shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3 ) . Said Schedule of Performance (Attachment No. 3 ) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. E. [ §405 ] Form of Deeds The Agency shall convey the Site to the Developer pursuant to the Agency Deed (Attachment No. 4) . F. [ §406] Condition of Title-Title Insurance Upon the Acquisition Conveyance, the Agency shall deliver a Grant Deed conveying good and marketable title to the Site to the Developer in fee simple free of all liens and encumbrances and subject only to current taxes which are liens not yet payable and covenants, conditions, restrictions, easements and rights of way approved by Developer. At the close of escrow and as a condition of closing, Agency shall furnish Developer with a CLTA standard owner' s title insurance policy issued by Ticor Title Insurance Company (the "Title Company" ) or a mutually agreeable title company in the amount of Ten Million Five Hundred Thirty Four Three Hundred Seventy Seven ($10, 534, 377) , insuring that fee title to the Property is vested in Developer in such condition as provided in this Section 406. The cost of such insurance shall be paid for by Agency. However, Developer, at its option, may require an ALTA standard owner' s coverage title insurance policy and/or such title endorsements as Developer may desire, in which event Developer shall pay the premium differential between a CLTA standard owner' s policy and such additional title insurance as Developer may desire. 12-09-86 2199k/2299/16 -14- G. [ §407] Recordation of Documents The Escrow Agent shall file first the deeds conveying the Site to the Agency then the Agency Deed (Attachment No. 4) , for recordation among the land records in the Office of the County Recorder for Orange County. H. [ §408] Separate Legal Parcel Agency shall convey the Site at closing as a separate legal parcel or parcels and the Property must be in compliance with all applicable subdivision laws, rules and regulations. The Site must be delivered at close of escrow free of all tenants and occupants. The Developer assumes responsibility for the preparation, approval, and recordation of any subdivision maps as may be required in connection with development of the Site. I . [ §409 ] Right of Entry Until closing or termination of this Agreement, whichever occurs first, and subject to the rights of Agency under the Agreement with Owner described in Section 201 hereof, Developer and its agents and designees shall have the right to enter upon the Site at any time and from time to time to perform any and all tests and studies Developer deems appropriate, including, but not limited to, soils tests. Developer hereby agrees to indemnify, defend and hold Agency completely harmless against any loss, damage, liability or expense, including reasonable attorneys' fees, arising out of Developer' s activities under this section, or in enforcing this indemnity. If Developer does not acquire the Site, Developer agrees to repair any damage and to restore the Site to substantially the same condition it is in as of the date of this Agreement. V. [ §500] DEVELOPMENT OF THE SITE A. [ §501] Development of the Site by the Developer 1. [ §502 ] Scope of Development The Site shall be developed as provided in the "Scope of Development" , which is attached hereto as Attachment No. 5 and is incorporated herein and plus approved by the City and Agency. 2 . [ §503 ] Plans and Drawings By the respective times set forth therefor in the Schedule of Performance (Attachment No. 3) , the Developer shall prepare and submit to the City plans, including elevations, 12-09-86 2199k/2299/16 -15- describing in detail the on-site developer improvements (as hereafter provided in the Scope of Development [Attachment No. 5 ] ) . The plans and elevations shall be submitted in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements of this Agreement. In addition to normal City Processing, the Plans are subject to review by the Agency and shall be approved or disapproved as provided in the Schedule of Performance (Attachment No. 3 ) . Failure by the Agency to either approve or disapprove within the times established in the Schedule of Performance (Attachment No. 3 ) shall be deemed an approval . Any disapproval shall state in writing the reasons for disapproval and shall indicate requested changes. The Developer, upon receipt of a disapproval based upon powers reserved by the Agency hereunder, shall revise such portions and resubmit to the Agency as soon as possible after receipt of the notice of disapproval as provided in the Schedule of Performance (Attachment No. 3 ) provided such suggested changes are acceptable to Developer. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 5) . 3 . [ §504] Cost of Construction All of the cost of developing and constructing all of the improvements, and all demolition and site preparation costs shall be as provided in the Scope of Development. 4. [ §505 ] Construction Schedule The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 3) . 5 . [ §506] Bodily Injury and Property Damage Insurance The Developer shall defend, indemnify, assume all responsibility for and hold the Agency, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys' fees and costs) , which may be caused by any of the Developer' s activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain during the life of this Agreement ( including without limitation all 12-09-86 2199k/2299/16 -16- Attachments hereto) , a comprehensive liability policy in the amount of Five Million Dollars ($5, 000, 000) combined single limit policy, including contractual liability, as shall protect the Developer, City and Agency from claims for such damages. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective offices, agents, and employees as additionally insured parties under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify in writing the City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency other than for negligent acts or omissions of the Agency and/or City. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance (Attachment No. 3) . The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The obligations set forth in this Section 506 shall remain in effect only until a final Certificate of Completion has been furnished for all of the Developer Improvements as hereafter provided in Section 513 of this Agreement. Notwithstanding the aforementioned in this Section 506, the Developer may satisfy insurance obligations by self insurance (evidenced by certification of same) provided Developer' s net worth is in excess of One Hundred Million Dollars ($100, 000, 000) . 6. [ §507 ] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site, the Developer shall, at its own expense, secure or cause to be secured any and all land use and 12-09-86 2199k/2299/16 -17- other entitlements which may be required by the'City or any other governmental agency affected by such construction, development or work. Fees and other charges payable in the Scope of Development to the City shall be paid as provided in the Scope of Development. 7. [ §508] Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements, so long as they comply with all safety rules. Such representatives of the Agency shall be those who are so identified in writing by the Executive Director of the Agency. The Agency (or its representatives) shall, except in emergency situations, notify the Developer prior to exercising its rights pursuant to this Section 508 to provide the Developer a reasonable opportunity to accompany the Agency representatives. This Section 508 shall not diminish the rights of the City to enforce its enactments. 8. [ §509 ] Local, State and Federal Laws The Developer shall carry out the construction of the improvements in conformity with all applicable laws. 9 . [ §510] Antidiscrimination During Construction The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. B. [ §511 ] Taxes, Assessments, Encumbrances and Liens After the Disposition Conveyance, the Developer shall pay all taxes levied upon the Site prior to delinquency and shall hold harmless the Agency and City from and against any liability or claim with respect to real estate taxes or assessment in connection with the Site or improvements thereon accruing after the Disposition Conveyance except as otherwise provided herein. Prior to issuance of a Certificate of Completion pursuant to Section 518, the Developer shall not place or allow to be placed on the Site or any part thereof any mortgage, trust deed, encumbrance or lien other than by a recognized financial institution. Nothing herein contained shall be deemed to prohibit the Developer from contesting the 12-09-86 2199k/2299/16 -18- validity or amounts of any property tax, or any encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. C. [ §512 ] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion or partial Certificate of Completion (pursuant to Section 518 of this Agreement) as to any building or structure, the Developer shall not, except as permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, of the whole or any part of the Site except to a partnership in which Developer has at least a 50% interest in profits and losses; provided Developer shall remain fully responsible hereunder. This prohibition shall not be deemed to prevent the granting of leases, or temporary or permanent easements or permits to facilitate the development of the Site. D. [ §513 ] Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed for the Site be construed so as to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. E. [ §514] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency shall deliver any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement and of which the Agency has received notice in writing a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the 12-09-86 2199k/2299/16 -19- construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer' s obligations to the Agency by written agreement satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 518 of this Agreement, to a Certificate of Completion (as therein defined) . F. [ §515 ) Failure of Holder to Complete Improvements In any case where, thirty (30) days after default by the Developer in completion of construction of improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: 1 . The unpaid mortgage or deed of trust debt at the time title became vested in the holder ( less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings) ; 2 . All expenses with respect to foreclosure; 3 . The net expense, if any (exclusive of general overhead) , incurred by the holder as a direct result of the subsequent management of the Property or part thereof; 4. The costs of any improvements made by such holder; and 5. An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or 12-09-86 2199k/2299/16 -20- deed of trust debt and such debt had continued in existence to the date of payment by the Agency. G. [ §516] Right of the Agency to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the improvements on the Site or any part thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to the construction financing mortgages or deeds of trust. H. [ §517 ] Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title and prior to the issuance of a Certificate of Completion, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than fifteen ( 15) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. I . [ §518 ] Certificate of Completion Promptly after completion of all construction and development required by this Agreement to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site and the Certificate of Completion shall so state. After recordation of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition) , incur any obligation or liability under this Agreement except as provided in the Agency Deed (Attachment No. 4) . A Certificate of Completion of construction for the entire improvement and development of the Site shall be in such form as to permit it to be recorded in the Recorder' s Office of Orange County in a form attached hereto as Attachment No. 9 . 12-09-86 2199k/2299/16 -21- Partial certificates evidencing completion of development upon the Site may be requested and thereupon issuance shall be in accordance with the other provisions of this Section 518. If the Agency refuses or fails to furnish a Certificate of Completion for the Site, or part thereof, after written request from the Developer, the Agency shall, witthin thirty (30) days of written request therefor, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency' s opinion of the actions the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with .the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have filed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in the California Civil Code, Section 3093 . VI . [ §600] USE OF THE SITE A. [ §601 ] Uses The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and thereafter, the Developer and such successors and such assignees, shall not devote the Site to any uses prohibited by the Redevelopment Plan and this Agreement. The foregoing covenant shall run with the land for twenty (20) years commencing with the date of execution of this Agreement by the Agency. B. [ §602 ] Non-Discrimination The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, 12-09-86 2199k/2299/16 -22- sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, Sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " 2 . In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination 12-09-86 2199k/2299/16 -23- or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. " 3 . In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. " C. [ §603 ] Effect and Duration of Covenant The covenants established in this Agreement and the deeds shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site or any part thereof. The covenants, contained in this Agreement shall remain in effect until the termination date of the Redevelopment Plan except as otherwise provided herein. The covenants against racial discrimination shall remain in perpetuity. D. [ §604] Rights of Access The Agency, for itself and for the City and other public agencies, at its sole risk and expense, reserves and the Developer grants the right to enter the Site or any part thereof at all reasonable times for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site and recorded as a matter of record as of the date of this Agreement; provided that, except in emergency situations, such rights shall not be exercised during the Christmas season or without reasonable prior notice. Any such entry shall be made only after reasonable notice to Developer, and Agency shall defend, indemnify and hold Developer harmless from any costs, claims, damages or liabilities pertaining to any entry. Nothing herein shall be construed as a grant of an easement or other property right not of record. 12-09-86 2199k/2299/16 -24- VII . [ §700) DEFAULTS AND REMEDIES A. [ §701 ] Defaults -- General Subject to the extensions of time set forth in Section 803, failure by either party to perform any term or provision of this Agreement within the time periods provided herein constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other parties, specifying the default complained of. Except as otherwise expressly provided in Sections 711 and 712 of this Agreement, the claimant shall not institute proceedings against any other party and the other party shall not be in default if such other party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. B. [ §702 ] Legal Actions 1. [ §703 ] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 701, any party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 2 . [ §704] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 . [ §705 ] Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service, whether made within or without the State of California, or in such other manner as may be provided by law. 12-09-86 2199k/2299/16 -25- C. [ §706] Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. [ §707] Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [ §708] Damages If any party defaults with regard to any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured as provided in Section 701, the defaulting party shall be liable to the other party for any damages caused by such default, and the non-defaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. F. [ §709 ] Specific Performance If any party defaults under any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured as provided in Section 701, the non-defaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement pertaining to such default. G. [ §710] Remedies and Rights Prior to the Acquisition Transfer 1 . [ §711 ] Termination by the Agency In the event that prior to the Acquisition Conveyance: (a) The Developer (or any successor in interest) assigns or attempts to assign by executing a written agreement of assignment the Agreement or any rights therein or in the Site in violation of this Agreement; or 12-09-86 2199k/2299/16 -26- (b) The Developer does not submit construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor any such default or failure shall not be cured within forty-five (45) days after the date of written demand :therefor by the Agency; or (c) Any of the Conditions Precedent (as set forth in Section 402 of this Agreement) are not satisfied or waived by the time established therefor in the Schedule of Performance (Attachment No. 3) ; then this Agreement and any rights and obligations thereunder of the Developer (or any authorized assignee or transferee) or the Agency, shall, at the option of the Agency, be terminated by the Agency. H. [ §712 ] Attorneys Fees If either party hereto files an action or brings any proceeding against the other arising out of this Agreement, or is made a party to any action of proceeding brought by the Escrow Agent, then the prevailing party shall be entitled to recover as an element of its costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. The "prevailing party" shall be the party who is entitled to recover its costs of suit whether or not suit proceeds to final judgment. VIII . [ §800) GENERAL PROVISIONS A. [ §801] Notices, Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by courier, to the principal offices of the Agency and the Developer. Such written notices, demands and communications may be sent in the same manner to such other addresses as such parties may from time to time designate by mail as provided in this Section 801 . Any written notice, demand or communication shall be deemed received immediately if delivered by courier. 12-09-86 2199k/2299/16 -27- B. ( §802 ] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. C. ( §803 ) Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by any party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, other than for the payment of money, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; epidemics; quarantine restrictions; freight embargoes; litigation; unusually severe weather; acts or omissions of another party; acts or failures to act of the City of San Juan Capistrano or any other public or governmental agency or entity (other than the acts or failures to act of the City which shall not excuse performance by the Agency) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and the Developer. The Developer shall not be entitled pursuant to this Section 803 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing for the acquisition of the Site. D. ( §804) Non-liability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency (or the City) or for any amount which may become due to the Developer or their successors, or on any obligations under the terms of this Agreement. 12-09-86 2199k/2299/16 -28- The Developer expressly agrees and acknowledges that the City and the Agency are not obligated, by virtue of this Agreement, to approve any ordinances or take or refrain from taking any legislative acts, including, without limitation the approval of a redevelopment plan amendment and the creation of authority in the Agency to impose sales taxes with respect to the Site (or any other area) , except as provided in Section 303 (3) . [ §805 ] Brokers Neither the Agency nor the Developer shall be liable for any real estate commissions, brokerage fees or finders fee which may arise here from. The Agency and the Developer each represents that it has not engaged any broker, agent or finder in connection with this transaction, and each agrees to defend, indemnify and hold harmless the other parties from and against any claim with respect to such commissions based upon the acts of such party. IX. [ §900] ENTIRE AGREEMENT; WAIVERS, CONSENT This Agreement is executed in five (5) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 28 and Attachments 1 through 9, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. Neither the Agency nor the. Developer makes any representations or warranties except as expressly set forth in this Agreement. X. [ §1000] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before thirty (30) days after signing and delivery of this Agreement by Developer or either party may decline to enter into this Agreement, except to the 12-09-86 2199k/2299/16 -29- extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. The individuals signing below on behalf of the Developer represent and warrant that they have the authority to bind such entities. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. December 16 19 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY B ry Haus oar ear, Chair an ATTEST: ary Ann H eAgency tecretary APP Vj Agency Counsel THE PRICE COMPANY, a California corporation By: W&Yadi Its: 11 Its: ci,,� "DEVELOPER" 12-09-86 2199k/2299/16 -30- STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) CITY OF SAN JUAN CAPISTRANO On this 16th day of December in the year 1986 before me, the undersigned, a Notary Public in and for said State, personally appeared Gary L. Hausdorfer and Mary Ann Hanover , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persom who executed this instrument as the Chairman and Secretary (insert title of the officer) San Juan Capistrano Community Redevelopment Agency (name of public corporation, agency or political subdivision) and acknowledged to me that the San Juan Capistrano Community Redevelopment Agency (public corporation, agency or political subdivision) executed it. RM SEAL HNS0N Signatu of Not y Public CALIFORNIA9�^"li{Nov 11, 1989 Cheryl A. Johnson Name typed or printed 12-09-86 2199k/2299/16 STATE OF CALIFORNIA ) ss. COUNTY OF On --Dec e, m be r 12, 19 8 before me, the undersigned, a Notary Public in and for said State, personally appeared -f2'0 be- r+ C, Pr I C e� 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 President, and Ca , les rJ . P:Q+e ma n personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Secretary of the Corporation that executed the within instrument and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal . - - - - - - - - - - - - - - - - - - - OFFICIAL SEAL (SEAL) COLLEEN CARPENTER OWYE NOTARY PUBLIC-CALIFORNIA SAN DIEGO COUNT' y My Comm Exmree Aon,5 �9RH 12-09-86 2199k/2299/16 ATTACH. T NO. 1 �y)l Ilk 1 _ - - - -- r• .y7.. CL i cr_ J =. Rt \" E L 3 mow.sr Y•a �'� ° -rAe SirE CQAy6/-37 OF PRRC613 3 •- o BLVD. ♦F � T \ VlCr0RIA ATTACHMENT NO. Z Page 1 of 1 L ATTACHMENT NO. 2 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA DESCRIPTION : LEGAL DESCRIPTION PARCEL 1 : THAT PORTION OF THE RANCHO BOC:A DE LA PLAYA , CITY OF SAN ,JUAN CAPISTRANO , COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAF' RECORDED JUNE 29, 1887 IN BOOK, 4 PAGES 118 AND 119 OF PATENTS, RECORDS OF LOS ANGELES COUNTY , CALIFORNIA DESCRIBED AS FOLLOWS : BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. DE PRYOR I' THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPERIOR COURT O ORANGE COUNTY , CALIFORNIA ; THENCE NORTH 33 DEGREES 40 MINUTES EAST 21 FEET TO FENCE CORNER; *HENCE ALONG OLD FENCE NORTH 2'7 DEGREES 10 MINUTES WEST , 518 FEET TO A FENCE CORNER ; THENCE NORTH 46-1 /2 DEGREES WEST , 880 FEET TO THE RIGHT OF WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY; THENCE SOUTH 26 DEGREES WEST ALONG SAID RIGHT OF WAY 717 FEET TO LINE OF LAND ALLOTTED IN CASE TO CHRISTINE S. PRYOR, AND THENCE SOUTH 69-1 /2 DEGREES EAST , 1 `122 FEET TO -THE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 5, 1930 IN BOOK 375 PAGE 99 . OFFICIAL RECORDS. ALSO EXCEPT 'THEREFROM 1 /16TH OF ALL OIL, GAS, MINERALS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RASMUSSEN. A MARRIED MAN, RECORDED JANUARY 25, 1951 IN BOOK 2134 PAGE 528, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL . OIL RIGHTS , MINERALS, MINERAL RIGHTS , NATURAL GAS, NATURAL CTAS RIGHTS , AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE: DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF' DRILLING , MINING . EXPLORING AND OPERATING THEREFOR AND REMOVING THE :TAME FF,'OM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT 1'0 WHIPSTOCK. OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED , OIL , OR GAS WELLS, TUNNELS AND SHAFTS INTO, 'THROUGH OR ACROSS THE SUBSURFACE. OF' THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR I..IIiITS 7HEF'EOF , AND TO REDRILL . RETUNNEL , EQUIP , MAINTAIN . REPAIR , DEEPEN AND OPERATE ANY SUCH WELLS OR MINES , WITHOUT, HOWEVER, THE RIGHT TO DRILL , MINE , EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF TI4E SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS. PARCEL. 2 : BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE: PRYOR HOMESTEAD AS DESCRIBED IN DECREE RECORDED IN BOOK 7 PAGE 31 OF HOMESTEADS , RECORDS OF LOS ANGELES COUNTY , CALIFORNIA , WITH THE CENTER LINE OF THE CALIFORNIA STATE HIGHWAY Al ENGINEER ' S STATION 416 + 49. 24 THEREOF; THENCE FOLLOWING THE EASTERLY LINE OF SAID PRYOR HOMESTEAD . SOUTH 27 DEGREES 53 MINUTES 30 SECONDS WEST 265.41 FEET AND SOUTH 27 DEGREES v8 MINUTES 40 SECONDS EAST 193.61 FEET TO THE CENTER LINE OF SAID HIGHWAY AT ENGINEER ' S STATION 412 + 40.84 ; AND 'TFIENCE NORTHERLY ALONG THE CENTER LINE OF' SAID HIGHWAY 408.40 FEET TO 'THE ATTACHMENT NO. 2 'Page '1 of 2 86114 0805<292 R TICOR TITLE INSURANCE COMPANY OF CALIFORNIA POINT OF BEGINNING . PARCEL_ 3 : THAT PORTION OF THE PRYOR HOMESTEAD TRACT . IN THE RANCHO DOCA LA PLi) o . COUN OF ORANGE , STATE OF CALIFORNIA, AS SHOWN ON MAF' ATTACHED TO CASE NO. 1213, I FINAL DECREE MADE BY THE SUPERIOR COURT OF SAID COUNTY , A CERTIFIED COPY OF WHICH IS RECORDED IN BOOK 27 PAGE 89 OF' DEEDS IN THE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY , DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHEASTERLY CORNER OF THE 49.8 ACRES ALI_01TED TO ALBERT PRYOR IN SAID CASE NO. 1210 OF THE SUPERIOR COURT OF SAID COUNTY ; THENCE WESTERLY ALONG THE NORTHERLY 1_.INE OF SAID 49.8 ACRES ALLOTTED TO ALBERT PYRU NORTH 68 DEGREES 35 MINUTES 09 SECONDS WEST , 949.60 FEET TO A POINT IN THE EASTERLY RIGHT OF WAY LINE OF THE SOUTHERN CALIFORNIA RAILWAY, AS SHOWN ON M OF SAID PRYOR HOMESTEAD TRACT , SAID POINT BEING ALSO THE SOUTHWESTERLY CORNE OF THAT CERTAIN PARCEL. OF LAND DESCRIBED IN DEED RECORDED IN BOOK 5834 PAGE 580 OF OFFICIAL RECORDS IN SAID OFFICE : THENCE NORTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE NORTH 16 DEGREES 47 MINUTES 31 SECONDS EAST ; 580 .08 FEET T THE NORTHERLY LINE OF THE 49.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID SUPERIOR COURT CASE NO . 1210; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE SOUTH 68 DEGREES 35 MINUTES 09 SECONDS EAST , ALONG SAID LAST MENTIONED NORTHERLY LINE , A DISTANCE: OF 962.29 FEET TO A POINT IN THE CENTER' LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 374 PAGE 101 , OFFICIAL RECORDS IN SAID OFFICE; THENCE SOUTHERLY ALONG SAID CENTER: LIidE SOUTH 05 DEGREES 51 MINUTES 24 SECONDS UEST 42. 18 FEE'[- TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1500.00 FEET ; THENCE SOUTHERLY ALONG SAID CURVE . THROUGH AN ANGLE C 15 DEGREES 27 MINUTES 45 SECONDS, AN ARC DISTANCE OF 404 .81 FEET; TI•IE:NC,'E LEAVING SAID CENTER; LINE . ALONG THE NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE_ OF 1HAT CERTAIN PARCEL. OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 375 PAGE 99 , OFFICIAL RECORDS IN SAID OFFICE, SOUTH 34 DEGREES 34 MINUTES 51 SECONDS WEST, 141 .45 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT CERTAIN STRIP OF LAND i .00 FOOT WIDE . AS DESCRIBED I DEED RECORDED IN BOOK 7503 PAGE 610, OFFICIAL RECORDS, IN SAID OFFICE. 80% FATE ATTACHMENT NO. 2 Page 2 of 2 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE I. GENERAL PROVISIONS 1. Execution of Agreement by the No later than December 16, 1986. Agency. The Agency shall hold a public hearing on this agreement, shall authorize execution and shall execute this agreement, and shall deliver five (5) executed copies of this agreement to the Developer. 2. Submission - Basic Concept Concurrent with execution and Schematic Drawings. The of the agreement. Developer shall submit the basic concept and schematic drawings (complete submittal package) for review and comment to the Environmental Review Board, Traffic and Trans- portation Commission, architectural Board of Review and Planning Commission. 3. Approval - Basic Concept and Within 30 days of Agency' s Schematic Drawings. The execution of this Agency shall approve or Agreement. disapprove the basic concept and schematic drawings. 4. Completion of Soils or Prior to or concurrent with the Geotechnical Test. The Agency's execution of this Developer shall conduct at its Agreement. expense all work necessary to investigate and determine the soil condition of the site. S. Submission - Preliminary Title Concurrent with execution of Reports. The Agency shall this Agreement by the Agency. submit to the Developer copies of thepreliminary title reports for the site. 12-09-86 Attachment No. 3 2199k/2299J16 Page 1 of 3 6. Comments - Preliminary Title Within 30 days after receipt by the Reports. The Developer shall Developer. submit to the Agency/City its comments on the preliminary title reports for the site. II. CONVEYANCE AND CONSTRUCTION 1. Submission - Preliminary Within 60 Days after the Agency Construction Drawings and approves basic concept and Grading and Landscaping Plans. schematic drawings. The Developer shall prepare and submit to the Agency and City preliminary construction drawings and grading and landscaping plans for the combined site. 2. Approval - Preliminary Within 30 days after receipt by the Construction Drawings Agency. and Grading and Landscape Plans. The Agency and City shall approve or disapprove the preliminary construction drawings and grading and landscaping plans. 3. Submission - 100 Percent Within 90 days after the Agency Complete Final Construction approves the preliminary Drawings and Grading and construction drawings. Landscaping Plans. The Developer shall prepare and submit to the Agency and City 100 percent complete construction drawings and a final landscaping and finish grading plan. 4. Approval - 100 Percent Within 30 days after receipt by the Complete Final Construction Agency. Drawings and Grading and Landscaping Plans. The Agency and City shall approve or disapprove the 100 percent complete final construction drawings and the final landscaping and finish grading plan. S. Conditions Precedent. The Prior to the date for Developer meets all conditions conveyance of the site. of approval. 12-09-86 Attachment No. 3 2199k/2299/16 Page 2 of 3 6. Opening of Escrow. The Agency At least 60 days prior to the date shall open the escrow for the for conveyance to the Developer by parcels. the Agency. 7. Conveyance of Title. The No later than June 30, 1987. Agency shall convey title and/or possession of the parcels to the Developer. 8. Commencement of Construction. Within 90 days after conveyance of The Developer shall commence title and possession of Site to the construction of improvements Developer and issuance of building on the Site. permits. 9. Grading, Excavation and Within 180 days of the commencement Laying of Foundations. The of construction. Developer shall complete the grading, excavation and laying of foundations. 10. Completion of Construction Within twelve (12) months after and Development. The issuance of building permits. Developer shall complete the construction of the Price Club Building. Development will occur in three phases in accordance with the Scope of Development. Phase I ("Price Club") and the planning for the Site shall proceed in accordance with the above Schedule. Construction of Phase II shall be completed on or before the first anniversary date of the completion of construction and the issuance of a Certificate of Occupancy therefore. Construction of Phase III shall be completed on or before the second anniversary date of the completion of construction of the Price Club and the issuance of Certificates of Occupancy therefor. 12-09-86 Attachment No. 3 2199k/2299/16 Page 3 of 3 ATTACHMENT NO. 4 AGENCY DEED Recording Requested By and ) When Recorded Return To and ) Mail Tax Statements To: ) (Space above for recorder' s use only) GRANT DEED For a valuable consideration receipt of which is hereby acknowledged, The SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Redevelopment Project for the Central Redevelopment Project Area, herein called "Project", under the Community Redevelopment Law of California, hereby grants to THE PRICE COMPANY, a California corporation, herein called "Grantee" , the real property hereinafter referred to as "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record. 1 . Said Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by the City Council of the City of San Juan Capistrano by Ordinance No. 488, as amended by Ordinance Nos. 509, 547 and 582, and a Disposition and Development Agreement entered into between Grantor and Grantee dated (the "DDA" ) , a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 12-09-86 Attachment No. 4 2199k/2299/16 Page 1 of 4 2 . The Grantee shall not use the Property for uses prohibited in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 9 of this Grant Deed) , and this Grant Deed, whichever document is more restrictive. 3 . The Property is conveyed to grantee at a purchase price, herein called "Purchase Price" , determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property only as follows: (a) Grantee shall develop the Property as required by the DDA, and with parking conforming to the requirements of the San Juan Capistrano City Code. (b) Grantee shall maintain the improvements on the Property and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. (c) After the issuance of a Certificate of Completion as provided in the DDA, the Developer may make changes, additions and alterations to improvements on the Property provided Developer is in compliance with all applicable laws, ordinances and regulations. (d) Grantee shall only sell, transfer or convey the Property as a whole and is not permitted to subdivide the Property for the duration of the Redevelopment Plan without first recording a reciprocal easement agreement for parking and access purposes between or among the subdivided parcels, if required by the Grantor and the City. 4. Prior to recordation of a Certificate of Completion issued by the Grantor for the improvements to be constructed on the Property: (a) Except for leases, the Grantee shall not make any sale, transfer, conveyance, or assignment of the Property or any part thereof or any interest therein, except to a partnership in which the Developer has at least a 50% interest in profits and losses without the prior written consent of the Grantor except as permitted by paragraph 4(b) of this Grant Deed. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. 12-09-86 Attachment No. 4 2199k/2299/16 Page 2 of 4 (b) The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the acquisition of the Property, the construction of improvements on the Property, and any other expenditures necessary and appropriate to develop the Property. S. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 4(b) of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner' s title was acquired by foreclosure, deed in lieu of foreclosure, trustee' s sale or otherwise. 7 . All covenants contained in this Grant Deed shall be covenants running with the land. Grantee' s obligation to develop the improvements on the Property provided in paragraph 3(a) of this Grant Deed shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property. Grantee' s obligation to use or cause the use of the improvements constructed as provided in paragraph 3(a) shall continue in effect until expiration of the Redevelopment Plan. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in perpetuity. 8. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the 12-09-86 Attachment No. 4 2199k/2299/16 Page 3 of 4 Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9 . Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licenses, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any person or entity other than the Grantor or its successors and assigns. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grantee in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. 10. The covenants contained in this Grant Deed shall be construed as covenants running with the land and not as conditions which might result in forfeiture of title. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 1986. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: 12-09-86 Attachment No. 4 2199k/2299/16 Page 4 of 4 Attachment No. 5 Scope of Development I . GENERAL This document presents general requirements for the development of the Site and off-site improvements. Detailed requirements will be addressed in the development review process and approval of specific construction plans and documents. The site shall be designed and developed as an integrated complex in which the buildings will achieve architectural excellence, both individually as well as in their integration into the complex as a whole. The Developer and the Agency will cooperate and direct their consultants, architects and engineers to cooperate so as to ensure the continuity and coordination necessary for the proper and timely completion of the project. A. Site Description The Site is an area bounded by a mobile home park on the north, the creek and A.T. & S.F.R.R. on the west, existing commercial on the south and Doheny Park Road on the east. The Site area is approximately 23 .032 acres ( 1, 003, 274 sq, ft. ) . B. Architecture and Site Design The architecture shall include elements of a village marine architectural theme, which is evident in the surrounding area known as Capistrano Beach. It is important this style be evident in all elements of design, from all elevations of the structures down to smaller elements such as street furniture and trash enclosures. Particular attention shall be paid to massing, color and materials. Materials shall include those approved by City in its discretion. The Developer shall apply for approvals from the City and the Agency for the project' s site design and elevations as required by City codes and this Disposition and Development Agreement. 12-09-86 Attachment No. 5 2199k/2299/16 Page 1 of 10 C. Uses The Site shall include a Price Club of not less than 112, 000 square feet nor more than 150, 000 square feet with a total gross leaseable area of all buildings including the Price Club building of not less than 166, 000 square feet. The following uses and sales items are prohibited unless part of the Price Club operation: Movie theaters, lumber yards, hardware or home improvement (as a principal use of a single business) , bowling alley, grocery store (as a principal use of a single business) , thrift stores, auto dealers or repair, professional offices, banks, savings and loan, credit unions, hotels/motels, antique stores, live entertainment or dancing nightclubs or cabarets, dwellings, townhouses or apartments in connection with a commercial use, religious related uses, including churches, temples, synagogues, convents, monasteries, religious retreats and other places of religious worship, pool or billiard center, computer or data processing center, linen and diaper supply service, ambulance services, trading stamp redemption centers, secondhand stores, private clubs and lodges, car wash, child day-care centers, convalescent and nursing homes, homes for the aged, childrens' homes and sanitariums, manufacturing assembling, testing, repairing or research on components, devices, equipment and systems of an electrical, electronic or electromechanical nature, adult bookstores, pornographic theatres or bookstores or adult model studio, massage parlors, campgrounds and commercial recreational vehicle park, collection or recycling of paper, glass and other materials, animal shelter, kennels, vehicle storage. Notwithstanding anything herein to the contrary, not more than eleven percent (11%) of the gross leaseable area of the Site excluding the gross leaseable area for the Price Club, can be utilized for general office and/or financial institutions. The Price Club shall open as a full service store with a full range of merchandise as offered by the Price Club in its stores in the Southern California area; provided that this obligation shall not be construed as a continuing obligation to operate a Price Club in any particular manner or for any length of time. 12-09-86 Attachment No. 5 2199k/2299/16 Page 2 of 10 II . ON-SITE DEVELOPMENT AND IMPROVEMENTS The following requirements shall be the sole financial responsiblity of the Developer, unless specifically noted otherwise. All improvements shall be completed in accordance with the Schedule of Performance. A. Project - The Developer shall construct the buildings as referred to in Section 1 .0 above in three (3 ) phases as provided in the Schedule of Performance in accordance with the Phasing Plan attached hereto as Exhibit 1 . B. Site Preparation - The Developer shall be responsible for preparing the Site for construction, including without limitation demolition and relocation of utilities as follows: 1 . Demolition - The Developer shall be responsible for and shall pay for: a. Insofar as necessary to provide the Developer improvements , the reduction and removal of any structures and improvements from the Site, including subsurface structures, and the removal of all bricks, lumber, pipes, equipment and other material and all debris and rubbish resulting from such demolition. b. Insofar as necessary to provide the Developer improvements, the removal of all paving (including catch basins, curbs, gutters, drives, sewers, water lines and sidewalks) within or on the Site. C . Removal and abandonment by public utility companies of such utility lines, installations, facilities and related equipment within the Site required to effectuate the purposes of this Agreement. The Agency is not in any way responsible for the filling of any excavations, nor for grading or compaction. Soil conditions shall be solely the responsibility of the Developer. 12-09-86 Attachment No. 5 2199k/2299/16 Page 3 of 10 2 . Soil Conditions - Subject to Developer approval of soils as set forth in Section 402 of this Agreement, the Developer assumes the responsibility to deal with all portions of the Site in an "as is" condition. It shall be solely the responsibility of the Developer, at its expense, to investigate and determine the soil and subsurface conditions of the Site and suitability of such Site for the development to be constructed or caused to be constructed by Developer. If the soil conditions of the Site are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary to place the Site and the soil conditions of the Site in all respects in a condition entirely suitable for the development of the Site 3 . Lot Line Adjustment - The Developer and Agency shall process a lot line adjustment or a reversion to acreage for the Site as may be required so that one parcel is conveyed to the Developer or if a parcel map is necessary, the Developer shall prepare or cause to be prepared and recorded a parcel map which illustrates the Site, easements encumbering the site, dedications, and realigned streets, if any. The Developer shall pay for all costs incurred as a result of the preparation and recordation of such map and all costs for the lot line adjustment or reversion to acreage except as to Development Fees associated therewith which are allocated pursuant to Paragraph 13 (c) hereof. 4. Easements - The Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telephone, natural gas, CATV, etc. S. Parking - The site shall provide adequate parking facilities, including access, circulation and amount of parking according to the San Juan Capistrano Municipal Code and San Juan Capistrano Parking Standards. The number and location of standard and compact spaces may be modified as approved by the City. The design and configuration of the parking facilities shall conform to standards established by the City. 12-09-86 Attachment No. 5 2199k/2299/16 Page 4 of 10 All parking and pedestrian areas shall incorporate adequate lighting, both for security and for the safety and security needs of the pedestrian. Exterior lighting standards shall be consistent with the overall design theme of the project and shall be approved by the Agency and the City. 6. Vehicular Access - The site shall provide adequate vehicular access. The placement of vehicular drives shall be coordinated and approved with the Public Works Department and Planning and Community Development Department. The City will approve all curb break locations for access to the Site for off-street and truck loading. 7 . Screening - Screening of air conditioning and other equipment on or in the buildings shall be screened to the extent and in the manner approved by the Agency and the City. Adequate loading/unloading space shall be provided as approved by the Agency. All loading spaces visible from the street shall be landscaped or screened to prevent an unsightly or barren appearance. 8. Landscaping - Landscaping for the site shall be consistent with the architectural theme of the project and shall incorporate drought-resistant plant materials and low water usage irrigation. Plant materials shall conform to that recommended in the Capistrano Beach Specific Plan and as approved by the Planning Commission and City. Unless stated specifically otherwise in this document, Developer shall maintain all on Site landscaping and related features at his sole cost and expense. A detailed landscape/irrigation plan shall be approved by the City prior to issuance of any building permits. Said plan shall include,but not be limited to: type, size and location of all plants and trees; type of ground cover; sprinklers; all walls, fences, or barriers; trash enclosures; driveways; parking lots and security lighting; and type, location, and assignment of street addresses on property.Landscaping shall be installed in accordance with the approved plan prior to release of utilities. Design of trash enclosure(s) shall be approved by the City. All 12-09-86 Attachment No. 5 2199k/2299/16 Page 5 of 10 landscaped areas shall be separated from paved vehicular areas by 6-inch high continuous Portland Cement Concrete curbing. Specific attention shall be given to the buffer area to the north side of the Site. The buffer shall be approved by the City and Agency, as well as the landscaping elements. The design shall be in harmony with the overall project design. 9. Signs - Sign design, color selection, letter style and placement shall be compatible with the architectural theme of the Site. Signs, shall be limited in size, subdued and otherwise designated to contribute positively to the environment. Signs identifying the building use will be permitted, but their height, size, location, color, lighting and design will be subject to Agency and City approval and must conform to the Planned Community District adopted for the project. No animated signs or signs extending above the roof parapet are allowed. Permits must be received for all signs in accordance with the San Juan Capistrano Municipal Code. 10. Maintenance and Operation - Except if within a public right of way, on-site Improvements to be maintained by the Developer shall include but not be limited to sidewalks, pedestrian lighting, landscaping and architectural elements identifying the site. 11. Engineering/Public Improvements - Developer shall submit a grading plan, street improvement plans, hydrology and hydraulic calculations to the Public Works Department and Orange County Environmental Management Agency. Developer shall be responsible for the design and construction of all improvements in any public right-of-way required in connection with Development of the Site (referred to as "Public Right of Way Improvements" ) . As provided in paragraph III below, Design of all Public Right of Way Improvements shall require the approval of the Community Planning and Development and Public Works departments and, if applicable, Orange County Environmental Management Agency and A.T. & S.F.R.R. All costs and expenses of designing and constructing Public Right of Way Improvements shall be paid for by the Agency. 12-09-86 Attachment No. 5 2199k/2299/16 Page 6 of 10 12. Utilities - Developer shall provide for the onsite installation or the relocation of such sewer, storm drain, water, gas, electric, telephone, cable television and other utility distribution lines, installations and facilities as are necessary to be installed or relocated in connection with the Site by reason of the new development. Developer shall be responsible for all necessary connections/ hookup interconnects for existing and new utilities from the Site to the curblins except for sewer and storm drain which Developer shall install hookups on the Site. The cost of the design and construction and other related costs of the storm drain on the Site shall be the sole responsibility of the Agency. Developer shall connect to existing sewer on site and shall be responsible for any relocation, if :.ecessary, of this on-site newer line. Any new on-site sewer lines constructed shall be at the Developer' s cost. All such facilities located above-ground shall meet with the approval of the Community Planning and Development Department and the serving utility. Said installation shall be in a manner acceptable to the public utility and shall be in the form of a vault, wall cabinet or wallbox, and shall be installed in accordance with standard plans and specifications of the City of San Juan Capistrano. Developer shall provide for the installation of Cable T.V. facilities and equipment for all buildings constructed on-site. Utility facilities and related equipment which are to remain as agreed to by the Agency and the Developer shall be protected by the Developer or the public utility which operates and maintains such facilities and related equipment. 13. Development Fees a. Definitions - For purpose of this paragraph 13, the following terms shall apply: 1) "Development Fees" shall mean all City fees in connection with the development of the Site, including, but not limited to: 12-09-86 Attachment No. 5 2199k/2299/16 Page 7 of 10 a) Engineering fees, including, but not limited to: Plan Check, Development Inspections, Sewer Capacity Fees, and Agricultural Preservation Fees. b) Planning fees, including, but not limited to Zone Change Fees, Agricultural Control, General Plan Amendment, Parcel Map, and E. I .R. Review. c) Building fees, including, but not limited to: Systems Development, Transportation Corridor Fees, and Building Permit Fees. b. The Agency shall timely pay to the City its share of Development Fees as provided in paragraph c below. The Developer shall timely pay its share of Development Fees as provided in paragraph c below. Developer shall be responsible for all Development Fees to any other governmental body other than the City. C. Development Fees shall be payable thirty-two percent (32x) by the Developer and sixty-eight percent (68X) payable by the Agency. 14. Fire - All occupied structures shall be provided with automatic fire sprinklers, if required by the fire department or building codes. All vehicular ways shall be capable of supporting a fire truck as directed by the Fire Department . Water improvement plans shall be approved by the County Fire Department. Water mains shall be of adequate size, as specified by by the County Fire Department and City Public Works Department. Access consisting of a minimum 20' (36' if parking permitted) roadway capable of supporting 12-09-86 Attachment No. 5 2199k/2299/16 Page 8 of 10 fire apparatus shall be maintained to all fire hydrants from the time that the hydrants are placed in service. Special consideration shall be given to maintaining the integrity of such roadways during periods of inclement weather. III . OFF-SITE DEVELOPMENT AND IMPROVEMENTS A. The Developer shall cause to be designed and constructed the following "Public Right of Way Improvements" the entire cost and expense of which shall be paid for by the Agency: 1 . Water line to provide water service from San Juan Creek Road to the Site. 2 . Street improvements to include approximately 1, 650 lineal feet of curb and gutter; 776 tons of asphalt concrete; 2,238 tons of aggregate base; 6,900 square feet of sidewalk; and signing, striping and landscapiong. 3 . Traffic signal at the entrance to the Site and a traffic signal at Avenida Averopuerro. 4. Drainage lines estimated to be approximately 2, 167 lineal feet and four junction structures. 5 . Street lighting and fire hydrants. 6. Landscaping within public easements or rights of way. 7 . Installation and relocation by the public utility companies of such sewers, drains, water and gas distribution lines, electric and telephone and all other public utility lines installations and facilities. 8. Undergrounding of public utilities. 9 . Any and all other Public Right of Way Improvements required by the City, County or other governmental agency in connection with the development of the Site. B. Bid Process. The Developer shall obtain three bids for all Public Right of Way Improvements, and the storm drain referred to in Paragraph II (B) ( 12) of this Scope of Development and select the lowest bid unless for good 12-09-86 Attachment No. 5 2199k/2299/16 Page 9 of 10 reason Developer chooses a higher bid. Developer shall submit the three bids to the Agency. The Agency shall, in writing, approve the bid selected by the Developer within ten ( 10) days after receipt of such bids or direct the Developer to accept a different bid. If the Agency fails to approve the selected bid or direct the Developer to accept a different bid within such ten ( 10) day period, the selected bid by Developer shall be deemed approved by the Agency. C. Advances of Funds. The Developer shall advance the funds necessary for the cost of the design and construction and other related expenses of the storm drain on the Site referred to in Paragraph II (B) ( 12 ) herein and the Public Right of Way Improvements as provided in this paragraph III . Such advances shall be deemed part of the Loan from the Developer to the Agency as provided in Section 301 of the Agreement. In the event the maximum loan amount as provided in Section 301 of the Agreement is reached, then any additional funds necessary for Agency' s financial obligations for the storm drain and Public Right of Way Improvements and Agency' s share of Development Fees shall be paid immediately by the Agency from its own funds. D. Utility Work. Any utility work shall be performed in accordance with the technical specifications, standards and practices of the City and the appropriate utility owner. The Developer' s plans for such public improvements shall be submitted to the Agency and the City for review and approval prior to the advertisement for bids. Once such items are constructed, Developer shall be responsible, at its expense, for any and all repairs due to damages caused by Developer' s construction and any changes required by the Developer. 12-09-86 Attachment No. 5 2199k/2299/16 Page 10 of 10 h H18 1T 1 - PHASING PLAN For purposes of this p. ing plan, proposed building si , should not be consid- ered drawn to scale. Building sites are numbered as follows: 1 - First Phase; 2 - Second Phase; 3 - Third Phase. kau 11 i 1 11'il 8 611: 1'Il� iji+ 111 :11}11 1:1,11i::1�� III cI +rAi C.11.:. •i !I I I.l, I n 1 111:.•... I' li ;II' 'Il'TTI: ilk I �' jli �� 1 II 1 :1i1 I..I 11 1 Mia CLUB MMORROMMUFAMMOIN"Al � Il l n 111 VI I I 1 Sm RAN SAN MAN CXBTRANO.CA ATTACHMENT NO. 7 (Form of Note) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY PROMISSORY NOTE Rate of Dated Interest: percent ( ) per annum Date: Owner: Principal Amount: 1 . The San Juan Capistrano Community Redevelopment Agency, in the County of Orange, State of California (the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, promises to pay to the order of The Price Company, a California corporation (the "Developer" ) at 2657 Ariane Drive, San Diego, California, or its permitted assigns, the principal sum of Five Million One Hundred Seven Thousand Five Hundred Seventeen Dollars ($5, 107,517) or such lesser amount as may be advanced and outstanding and in like manner to pay interest in said sum from the date of each advance at the Rate of Interest set forth above. Notwithstanding the Rate of Interest on the Note herein specified, such rate shall not exceed the stated maximum rate of interest permitted on bonds issued by a redevelopment agency pursuant to Section 33645 of the Health and Safety Code of the State of California, as amended, or the maximum rate of interest provided by law. The principal of and interest on this Note are payable in lawful money of the United States of America, such payments to be made to the Developer by check or draft mailed to the Developer at the address referred to above or such other address as the Developer may instruct in writing to the Agency. 12-09-86 Attachment No. 7 2199k/2299/16 Page 1 of 5 2 . This Note is issued for the purpose of providing funds to finance certain redevelopment activities of the Agency and the Developer, all as set forth and described in the Disposition and Development Agreement, dated as of 1986, by and between the Agency and the Developer (the "Agreement" ) , which is incorporated herein by reference. The Note is issued under the authority and pursuant to the Community Redevelopment Law, commencing with Section 33000, of the Health and Safety Code of the State of California, as amended (the "Law" ) and is a general obligation of the Agency. 3 . This Note is issued under and secured by and entitled to the protection of the Agreement as from time to time amended and supplemented, pursuant to which the Tax Revenues (as defined herein) are pledged to secure the payment of the principal of and interest on this Note; but in no event shall the principal of or interest on this Note be payable out of any funds other than those of the Agency. 4. The obligation of the Agency to repay the principal of and interest on this Note does not constitute a debt of the City of San Juan Capistrano, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this Note are liable personally on this Note by reason of its execution. 5 . This Note, together with any accrued interest thereon then owing, may be paid in full in advance of any Payment Date established herein without penalty. Upon such prepayment of the principal amount of this Note, together with any accrued interest thereon then owing, the holder of such Note shall surrender the Note at the principal corporate office of the Agency in San Juan Capistrano, California, and, notwithstanding any failure to surrender such Note, all obligaitons and duties of the Agency shall thereupon cease to exist and the Note shall no longer be secured by the Agreement and shall not be deemed to be outstanding under the provisions of the Agreement. 6. This Note may not be assigned, transferred or otherwise pledged or conveyed, either in whole or in part, by the Developer, without the express written consent of the Agency. 7 . For purposes of this section, the following terms shall apply: (a) "Tax Revenues" for a Note Year shall mean the sum of an amount equal to one hundred percent ( 100%) of that portion of taxes derived by the City and/or the Agency 12-09-86 Attachment No. 7 2199k/2299/16 Page 2 of 5 from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended, arising from all businesses and activities conducted on the Site from time to time, which are subject to such Sales and Use Tax Law. (b) "Allocated Tax Revenues" shall mean the Tax Revenues considered allocated each Note Year to the Developer based upon the following allocation each Note Year: ( 1) First $400, 000 to Agency; (2) Next $600, 000 to Developer; (3 ) Balance 50% to Agency and 50% to Developer. (c) "Note Year" means (i) the twelve ( 12) calendar months beginning on the first day that a new Price Club facility is open (on the Property) for business to the public, and (ii) each twelve (12 ) calendar months thereafter. If the Price Club opens on a day other than the first day of a calendar month, the first NOTE year shall consist of the twelve calendar months beginning with the first calendar month after the date the Price Club opens plus the period from the date of the opening until the first day of the first calendar month after the opening. (d) "Payment Date" means the last day of the sixth month of any such Note Year and the first day of any such Note Year. (e) "Interest Rate" means prime rate as charged by Bank of America NT as of seven (7) days prior to the close of escrow. (f) "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 8 below in Repayment of Principal and Interest on this Note. 8. Note Payment Provided Developer has completed and opened a Price Club for business and Developer has not opened a Price Club or similar retail operation within ten (10) miles from the incorporated boundaries of the City of San Juan Capistrano as such boundaries presently exist shown in Attachment No. 8 of the Agreement, in which later event the Note shall be deemed fully discharged, the Agency shall make Debt Service Payments on each Payment Date during each Note Year in an amount equal to the total Allocated Tax Revenues for the Note Year as of the Payment Date less any Debt Service Payment previously paid to 12-09-86 Attachment No. 7 2199k/2299/16 Page 3 of 5 Developer for such Note Year. Debt Service Payments shall be credited to the payment of all accrued but unpaid Interest and the balance to principal . Debt Service Payments shall be made for a period of twenty-three (23 ) Note Years less one (1 ) year for each $120, 000 in principal reduction as a result of repayment by Agency to Developer of any unexpended portion of the Loan pursuant to Paragraph 2 of Section 301 of the Agreement. In the event that Debt Service Payments are insufficient to fully discharge the Note within the Note Years described in the sentence immediately preceding then, in such event, the unpaid balance of the Note, including any accrued interest, shall be deemed forgiven. In the event that the Agency fails to make Debt Service Payments on any Payment Date and fails to cure same within thirty (30) days after written notice from the Developer, Agency hereby convenants to adopt a resolution setting a tax rate in an amount sufficient to provide funds to satisfy Agency' s debt to the Developer under the Note upon all retail sales in the Project Area pursuant to the Ordinance described in Subparagraph (c) of Paragraph 1 in Section 402 of the Agreement and to transmit same to the State Board of Equalization upon adoption. Upon receipt of such sales and use tax from the. State, Agency shall forthwith make Debt Service Payments as described herein. All sales taxes to be received by the Agency pursuant to this Paragraph 8 are deemed pledged to secure the Agency' s debt to the Developer. 9 . Any late payment of interest due on this Note shall itself bear interest from the date due until paid at the interest rate provided herein. 10. This Note has been executed in the State of California and shall be construed and interpreted according to the laws of the State of California. 11. The Agency promises to pay all costs and expenses, including reasonable attorneys' fees incurred in collecting payment on this Note or in enforcing any judgment obtained in any legal process to collect on this Note, whether or not legal action is instituted. 12 . In the event the Agency defaults in making any payment due under this Note, and does not cure such default within thirty (30) days after written notice from the Developer to cure such default, then, the entire unpaid principal balance and accrued interest will be due and apayable. Failure of Developer to give such written notice shall not be deemed a waiver of the default by the Agency. 12-09-86 Attachment No. 7 2199k/2299/16 Page 4 of 5 IN WITNESS WHEREOF, the San Juan Capistrano Community Redevelopment Agency has caused this Note to be executed in its name by the manual signature of its Chairperson and attested by the manual signature of its Executive Director and its corporate seal to be affixed hereto or imprinted hereon, and has caused this Note to be dated as of , 1987. SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY By: Chairperson (SEAL) ATTEST: Executive Director APPROVED AS TO FORM: Agency Counsel 12-09-86 Attachment No. 7 2199k/2299/16 Page 5 of 5 i /l y r CITU OF SAN JUAN CAPIBTRANO price club radius restriction map 8 Attachment no , c �S :•.>-.�i� � -s'"��,♦ >.>.� mei� �� F�� i=. ♦ �� r`4 i L ATTACHMENT NO.—9 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) THE PRICE COMPANY ) 2550 Fifth Avenue ) Suite 629 ) Dan Diego, California 92103 ) [ Space above for recorder. ] CERTIFICATE OF COMPLETION WHEREAS, by Grant Deed recorded on as Document No. of the Official Records of the County Recorder of the County of , California, the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic, sometimes hereinafter referred to as "Agency" , conveyed to THE PRICE COMPANY, a California corporation, sometimes hereinafter referred to as the "Developer" , certain real property situated in the City of Alhambra, California, described on Exhibit "A" attached hereto and made a part hereof; and WHEREAS, the Grant Deed incorporates by reference that certain Disposition and Developmen Agreement by and between the San Juan Capistrano Community Redevelopment Agency and The Price Company, dated , 1986, and recorded in the Official Records of the County Clerk of the County of Orange, California, on , as Document No. , hereinafter referred to as the "Agreement"; and WHEREAS, as referenced in said Agreement, the Agency shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Official Records of the County Recorder of the County of Orange, California; and WHEREAS, such Certificate of Completion shall constitute a conclusive determination by the Agency of the satisfactory completion by the Developer of the construction and development required by the Agreement and of the Developer' s full compliance with the terms of the Agreement with respect to such construction and development; and WHEREAS, the Agency has conclusively determined that the construction and development on the real property described in 12-09-86 Attachment No. 9 2199k/2299/16 Page 1 of 2 i Exhibit "A" required by the Agreement has been satisfactorily completed by the Developer in full compliance with the terms of the Agreement. NOW, THEREFORE, 1 . As provided in the Agreement, the Agency does hereby certify and determine that the construction and development on the real property described in Exhibit "A" has been fully and satisfactorily performed and completed in full compliance with the terms of the Agreement. 2 . Except as otherwise expressly provided in this Certificate of Completion, nothing contained in this instrument shall modify in any other way any other provisions of the Agreement. IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion this day of 1986. SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY By: Executive Director 12-09-86 Attachment No. 9 2199k/2299/16 Page 2 of 2 MARCH 7, 1995 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Swerdlin at 7:20 p.m. in the City Council Chamber, ROIs. CALL.: PRESENT: David Swerdlin, Chairman Carolyn Nash, Vice Chairman Collene Campbell Director Wyatt Hart, Director Gil Jones, Director ABSENT: None STAFF PRESENT: George Scarborough, Executive Director; Richard IC Denhalter, Agency Counsel; Cynthia L. Pendleton, Finance Officer, Cheryl Johnson, Agency Secretary; William Huber, Director of Engineering and Building Services;Bill Ramsey, Senior Planner; Dawn Schanderl, Deputy City Clerk. PUBLIC H .ARIN C 1. JOINT PUBLIC HEARING - ASSIGNMENT OF PRICE OMP NY PROMISSORY NOTE AND AUTOMORTLF D .ALERSHM TAX REVENUES TO PRICE ENTERPRISESINC (600 40) Proposal: Consideration of a request from Price Costco, to assign the aasting Promissory Note with the Price Company, and the right to the automobile dealership tat revenue from the dealership at the Price Club Placa, to Price Enterprises, Inc. The Price Company currently owns the Price Club Plus. However, Price Costco, who owns the Price Company and Price Enterprises, Inc., was in the process of transferring real estate, Redevelopment Agency Promiasorp Notes end other Price Company assets to Price Enterprises, Inc., who will then own sad operate the Price Chub Plaza. The Price Company will continue to own and operate the Phot Chub. This public hearing was held jointly with the City Council. Price Costco, 4649 Morena Boulevard, San Diego, California 92117. Written Communications_ Report dated March 7, 1995, from Cassandra Walker, Community Development Administrator, forwarding a Resolution approving assignment of the Price Company CRA Mi uses 4- 3/7/95 City of San Juan Capistrano Date Posted: 32400 Paseo Adelanto Q San Juan Capistrano, CA 92675 Posting Removal: (minimum 20 days after posting) NOTICE OF EXEMPTION I. APPLICANT: City of San Juan Capistrano (Attn: Cassandra Walker) 2. ADDRESS: 32400 Paseo Adelanto, San Juan Capistrano, California 92675 3. PHONE NUMBER: (714)443-6320 4. LEAD AGENCY: City of San Juan Capistrano 5. PROJECT TITLE: Second Amendment to the Development and Disposition Agreement (DDA), Price Club. 6. DESCRIPTION: The City is considering an amendment to the Development and Disposition Agreement (DDA) for the Price Club Center located along the west side of Camino Capistrano 1100 feet south of Stonehill Drive. The property is General Plan designated "SS" (special study) and zoned "PC" (planned community). Generally, the Amendment would allow "auto sales and service" uses and provide for a 30°/6-70% sales tax revenue share between the City and the Price Club. The tax revenue pass-through would be effective from the execution date of the agreement until the year 2023. Under the provisions of the current agreement,the City could receive as little as 00/a sales tax revenues from the auto dealership, depending on the total level of sales activity throughout the Price Club Center. ADMINISTRATIVE DETERMINATION: The Planning Department staff have completed a preliminary review of this project in accordance with the City of San Juan Capistrano's adopted guidelines for implementing the California Environmental Quality Act (CEQA) of 1970. Based on that review, the Planning Director finds that the proposed project constitutes a minor modification to existing land use limitations in the development agreement because "auto sales and service" are presently conducted at the Price Club as an accessory use. The proposed amendment would allow such uses as principal, permitted uses. Therefore, the Planning Director has determined that further environmental evaluation is not required because: [ ] The proposed project does not constitute a "project" per CEQA(Section 15378); or, [ J The project is ministerial (Section 15300.1);or, [ J The project is a declared emergency(Section 15269); or, M The project is categorically exempt, Class 5, Nfinor Alterations in Land Use Limitations(Section 15305); or, [ J The project is statutorily exempt, Section ( Sections 15260-15277); or, [ J The project could not possibly cause a significant effect on the environment (Section / �o(f 15061(bX3)). ll� Date: June 15, 1994 illi Ramsey, AICP, Semon P11r illi Coordinator (cAwpwin60bip\cm-pods.ce) JULY 5, 1994 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Nash at 9:01 p.m. in the City Council Chamber. ROLL CALL: PRESENT: Carolyn Nash, Chairman Collene Campbell,Vice Chairman Gil Jones,Director Jeff Vasquez, Director ABSENT: Gary L. Hausdorfer, Director STAFF PRESENT: George Scarborough, Executive Director; Thomas Tomlinson, Deputy Director; Richard K.Denhalter,Agency Counsel/City Attorney;Cynthia L. Pendleton,Finance Officer; Cheryl Johnson, Agency Secretary;William Huber, Director of Engineering and Building Services; Al King,Jr., Director of Community Services; Lt. Paul Sullivan, Orange County Sheriffs Department; Nancy Bernardi, Recording Secretary. MINUTES The Minutes of the Regular Meeting of June 7, 1994,were approved as submitted as part of the City Council Consent Calendar. PUBLIC HEARINGS —� I. JOINT PUBLIC HEARING WITH THE CITY COUNCIL-SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR PROPERTY LOCATED AT 33949 DOHENY PARK ROAD(THE PRICE COMPANYIPRICEPLAZA)(600.40) Proposal: Consideration of a request to amend the Disposition and Development Agreement and Promissory Note with the Price Company to allow car dealerships at the Price Club Plaza in exchange for the City retaining 30%of the automobile tax revenues generated by the dealership. Written Communication: Report dated July 5, 1994, from Cassandra Walker, Community Development Manager, recommending that the amendments to the Disposition and Development Agreement and the Promissory Note be approved. Exhibits were on display, and Cassandra Walker,Community Development Manager,made an oral presentation. CRA Minutes t- 7/5/94 Public Hearine: Notice having been given as required by law, Mayor Campbell opened the Public Hearing, and there being no response,closed the hearing with the right to reopen at any time. Board Discussion: Director Vasquez stated he would not support the proposed amendment because he felt the City should not be giving sales tax money back to some of the larger retailers,noting he had also voted against changing the agreement with the Price Club in 1991. He felt this was a trend that created a very competitive environment between cities to discount money needed to operate. Chairman Nash explained that without the proposed Disposition and Development Agreement, the City would receive no sales tax revenue from the dealership. She felt the proposed amendment addressed a unique situation and was not a trend. Mr. Scarborough noted that for the Lincoln/Mercury dealership. sales tax revenues were diverted for the construction of off-site improvements. He explained that under the original Disposition and Development Agreement the Price Company would receive all sales tax generated by the auto dealership because of the existing sales tax distribution requirement. The new agreement separated the auto dealership revenues from the original Disposition and Development Agreement, thereby allowing the City to receive 30% of the sales tax revenue generated by the dealership. Ms. Pendleton noted that the City would receive approximately $90,000 in sales tax revenues from the proposed dealership in the first year of operation. In response to an inquiry by Director Vasquez,she stated that although another use may eventually pass through more of its sales tax revenues to the City, the City would probably still derive more sales tax revenue from the proposed car dealership under the proposed Amendment. Director Vasquez felt that another retailer could eventually occupy that space that would generate enough sales to pass through more sales tax revenues for the City. Adoption of Resolution Approving Second Amendment to Disposition and Development Agreement and Promissory Note: It was moved by Chairman Nash, seconded by Director Jones, that the following Resolution be adopted: RESOLUTION NO CRA 94-7-5-1 APPROVING SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY - A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO APPROVING A SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY The motion carried by the following vote: AYES: Directors Campbell,Jones, and Chairman Nash NOES: Director Vasquez ABSENT: Director Hausdorfer CRA Minutes -2- 7/5/94 I -j F Y� San Juan Capistrano Community Redevelopment Agency July 8, 1994 Mr. Joseph R. Satz, Vice President/Counsel Price Company 2647 Arlane Drive P. O. Box 85466 San Diego, California 92186-5466 Re: Second Amendment to Disposition and Development greement and Promissory Note - The Price Company Dear Mr. Satz: At their meeting of July 5, 1994, the San Juan Capistrano Community Redevelopment Agency Board of Directors and the City Council of the City of San Juan Capistrano held a joint public hearing to consider the Second Amendment to the Disposition and Development Agreement and Promissory Note with The Price Company, to allow auto dealerships in the Price Club Plaza in the City. Following the hearing, the Second Amendment was approved by both agencies. A fully-executed copy of the Second Amendment is enclosed for your files, as are copies of Community Redevelopment Agency Resolution No. 94-7-5-1 and City Council Resolution No. 94-7-5-3. If you need any further information, please let us know. Very truly yours, hexyl ohns Agency Secretary Enclosure cc: Orville & Steve Paul (with copy of Amendment/Resolutions) Stradling, Yocca, Carlson & Rauth (with copy of Amendment/Resolutions) Agency Finance Officer (with copy of Amendment/Resolutions) Cassandra Walker (with copy of Amendment/Resolutions) 3^400 Paseo Adelanto San Juan Capistrano California 92675 714-493-117 l STRADLING, YOCCA, CARLSON & RAUTH A PROFESSIONAL CORPORATION FRIT2 R,STRROUNG HARLEY L BJELIAND JOHN E. Bfl ECKENRIDGE NICK E.YOCCA BTEPHEN T.FREEMAN ATTORNEYS AT LAW RENA C_STONE C.CRAIG CARLSON NICHOLAS J.YOCCA WILLIAM R.RAUTH III JVUE M.POSTER 660 NEWPORT CENTER DRIVE, SUITE 1600 oa couxa[i K.G.SCHAAF MICHAEL E.FLYNN POST OFFICE BOX J680 RICHARD C.GOODMAN GARY A.PEMBERTON JOHN J.MURPHY CAROL L.LEW NEWPORT BEACH, CALIFORNIA 92660-6441 THOMAS P.CLARK,JR. DENISE HARBAUGH HERING BEN A.FRYOMAN BARBARA 2EIO LEISOLO TELEPHONE (714)725-4000 DAVID R.MCEWEN JON E.GOETZ PAUL L.GALE JOHN D.IRELAND FACSIMILE (714) 725-4100 WRITER'S DIRECT DIAL RUDOLPH C.SHEPARD DAVID H.MANN RO BERT J.KANE CHRISTOPHER M.MOROPOULOS BRUCE C.STUART ELRABETH A.NEWELL `714) 725-4190 E.KURT YEAG Efl DARRYL S.GIBSON ROBERT J.WHALEN JFE HI PARK ROBERT E.RICH TODD R.THgKAR BRUCE J.GHERMAN RICHARD T.NEEDHAM BRUCE W.FEUCHTER ROBERT C.WALLACE MARK J.HUEBSCH KAREN A.ELLIS JOHN F.CANNON JAY RAFFPORT BRUCE 0.MAY JOHN E WAOOONEAD IV June 21 1994 ANDREW F.PU20ER DONALD J.HAMMAN DOUGLAS P.FEICK JOHN J.SWIGART,JR. WILLIAM J.MORLEY MICHAEL A.2ABLOCKI MARK L.SKAIST NEILA R.BERNSTEIN JEFFREY B,COYNE CELESTE STAHL BRADY SANDRA WAKAMIYA SCHAAL CHRISTOPHER J.KILPATRICK JOHN D.VAUGHAN JOEL H.GUTH STEVEN M.HANLE JULIE MOODY AKINS MICHAEL H.MULROY DAWN C.HONEYWELL MARY ANNE WAGNER LAWRENCE B.COHN SCOTT R.MAPLES VIA OVERNIGHT EXPRESS San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: Regina Re: Second Amendment to Disposition and Development Agreement and Promissory Note Dear Regina: Enclosed for execution by the City is a copy of the Second Amendment to Disposition and Development Agreement and Promissory Note which has been executed by the Price Club and Tom Clark. After execution by the City, please forward to me a copy of the fully executeOZ--+ d document. Thank you. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH Tina Allred Secretary to Thomas P. Clark, Jr. /ta Enclosure i 4' AGENDA ITEM July 5, 1994 TO: Chairperson and Members of the Board of Directors of the San Juan Capistrano Community Redevelopment Agency FROM: Cassandra Walker, Community Development Manager SUBJECT: JOINT PUBLIC HEARING OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED SECOND AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH PRICE COMPANY,LOCATED AT 33949 DOHENY PARK ROAD RECOMMENDATION: Open the Public Hearing. By motion, adopt the resolution approving the Second Amendment to the Disposition and Development Agreement and Promissory Note and authorize the Executive Director to execute the Agreement. SITUATION On December 16, 1986, the Redevelopment Agency entered into a Disposition and Development Agreement(DDA)and Promissory Note with the Price Company for the construction of a 150,000 square foot Price Club building and retail use totalling approximately 60,000 square feet on 23.032 acres. At this time, a proposal for a car dealership at the Price Club Plaza has been submitted to the Agency. This use is not permitted under the terms of the existing DDA with the Price Company. In order to allow for this use, the Agency and the Price Company must amend the DDA and Promissory Note. In exchange,the Price Company will pennit the City to retain 301/o of the auto tax revenues generated by the car dealership. Staff recommends that the Agency Board of Directors approve the Second Amendment to the DDA and Promissory Note. BACKGROUND: The Price Club Plaza(the "Site"), located at 33949 Doheny Park Road, San Juan Capistrano, was built in 1987 by the Price Company. To ensure the viability of this project, the Agency purchased the entire 23.032-acre site with funds loaned to it by the Price Company for $10.50/square foot. The Agency then conveyed 12 acres to the Developer at$6/square foot for construction of the Price Club and sold the remaining 11.032 acres to the Price Company for $10/square foot. These actions resulted in an Agency subsidy of approximately $2,600,000 in land costs, and an additional $2,500,000 for public infrastructure, the Environmental Impact Report, and a portion of the FOR CRY COUNCIL AGEN : — / Agenda Item - 2 - July 5, 1994 development fees. The sum total of these subsidies was loaned to the Agency by the Price Club and became subject to a Promissory Note. The payback structure for the loan was as follows: The first $400,000 of sales tax generated by the Price Club Plaza would go to the City, and the next $600,000 would go to the Developer for repayment of debt. The balance would be divided 50/50 between Agency and Developer. No tax increment funds would be utilized for repayment of debt. On October 1, 1991, the DDA and Promissory Note were amended to allow the Price Company to develop another Price Club or retail operation within 10 miles of the City limits. This amendment was negotiated to allow the Price Company to develop a Price Club in Irvine, technically within the stipulated 10-mile radius. The First Amendment to the DDA and Promissory Note resulted in an increase of$50,000 in sales tax revenue to the City. The payback structure for the loan is now as follows: the City receives the first $450,000 of sales tax, the next $600,000 goes to the Developer and the balance goes 50% to the City and 50% to the Developer. Second Amendment to the DDA The proposed Second Amendment to the DDA provides for the elimination of a restriction which would allow "Auto Dealers" in the Price Club Plaza. The Price Company wishes to eliminate the restriction to facilitate the sale or lease of a 237,838 square foot portion of the Price Club Plaza containing a 50,000 square foot building to a car dealership. Price Company intends to enter into a separate agreement with Orval Paul to operate a Ford Dealership. Mr. Paul owns and operates six other car dealerships in Souther California. The oldest dealership is a Toyota store which he has owned for 30 years. In order to amend the DDA to provide for car dealerships as a permitted use on the Premises, the City would retain 301/6 of any auto tax revenues generated by the car dealership. If the auto business is replaced by another business, the tax revenues from the replacement business will be calculated as part of the Allocated Tax Revenues described above(the first $450,000 to City, next $600,000 to the Price Company). It is anticipated that the car dealership would generate $300,000 in auto tax revenues during a typical operating year. This would represent an additional revenue source of $90,000 in the first year of operation to the City. This revenue is expected to increase 3% a year over the life of the Agreement. The Agreement will terminate in the year 2023, when the Agency terminates. COMMISSIONBOARD REVIEW AND RECOMMENDATIONS: Not Applicable. FINANCIAL CONSIDERATIONS: The auto dealer will generate approximately $300,000 in local sales tax on an annual basis. This DDA Amendment will require that 70% or$210,000 be passed through to the CRA for payment to the Price Company and the car dealership. The balance of$90,000 will be retained by the City. The Summary Report prepared pursuant to Section 33433 of the California Community Redevelopment Law shows that the City's gain will be approximately$90,000 in a typical operating year,increasing 3%a year over the term of the Agreement. The net present value of this Agreement is $1,344,736. Agenda Item - 3 - July 5, 1994 NOTIFICATION: The required legal notices of a Public Hearing were published on June 23, 1994, and June 30, 1994, in the Capistrano Valley News. In addition, The Price Company received notification of this hearing. The proposed Second Amendment to the DDA, the California Community Redevelopment Law, Section 33433 Summary Report and the Categorical Exemption, pursuant to the California Environmental Quality Act, are on file in the City Clerk's Office. ALTERNATE ACTIONS: 1. Adopt the resolutions approving the Second Amendment to the Disposition and Development Agreement and Promissory Note and authorize the Executive Director to execute the Agreement. 2. Do not adopt the Resolutions. 3. Request further information from staff. RECOMMENDATION: By motion, adopt the resolutions approving the Second Amendment to the Disposition and Development Agreement and Promissory Note and authorize the Executive Director to execute the Agreement. Respectfully submitted, djA--7,CL, Cassandra Walker Community Development Manager CLW attach RESOLUTIONNO. CRA 94-7-5-1 APPROVING SECOND AMENDMENT TO DSPOSMON AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, APPROVING A SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY WHEREAS,the San Juan Capistrano Community Redevelopment Agency(the"Agency") is engaged in activities necessary to cam' out and implement the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project Area: and. WHEREAS,in order to-arty out and implement such Redevelopment Plan,the Agency proposed to enter into the Second Amendment to the Disposition and Development Agreement(DDA)and Promissory Note with the Price Company and where the Participant has submitted to the Agency copies of the said proposed Agreement in the 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 Board of Directors held ajomt 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 Agency has duly considered all terms and petitions of the proposed Agreement and believes that the Agreement is in the best interest of the City of San Juan Capistrano and the health,safety and welfare of its residents.and in accord with public purposes and provisions of the applicable state and local law and requirements. WHEREAS, the proposed Second Amendment was determined by the Planning Director to be Categorically Exempt pursuant to California Environmental Quality Act Guidelines(CEQA),Class 5. NOW,THEREFORE.BE IT RESOLVED,that the San Juan Capistrano Community Redevelopment Agency Board of Directors,City of San Jum Capistrano,California,does as follows: I. The Agency has received and heard all oral and written objections to the proposed Agreement and to other mattm that pertain to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the proposed Second Amendment to the Disposition and Development Agreement and Promissory Note are a benefit to the Project Area and are meeting the goals of the Redevelopment Plm 3. The Amendment to the original Disposition and Development Agreement is hereby approved. 4. The proposed project has been reviewed pursuant to the provisions of the California Environmental Quality Act. Based on the review,the Planning Director has determined the project consists of a minor modification to Land use limitations which qualifies as a Class 5, Categorical Exemption. Therefore, a Notice of Exemption has been issued and posted per City Environmental Review Guidelines. 5. The Chairperson of the Agency is hereby authorized to execute die Agreement on behalf of the Agency. A copy of the Agrameni,when executed by the Agency,shall be placed on file in the Office of the Secretary of the Agency. 6. 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 -I- 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 Sth day of July 1994, CAROLYN NASFI. CHAIRMAN ATTEST. AGENCY SECRE Y -2- 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO L CHERYL JOHNSON.Agencv 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 94-7-5-1 adopted by the San Juan Capistrano Communitv Redevelopment Agency Board of Directors at a regular meeting thereof held on the 5th day of July . 1994. by the following vote. AYES: Directors Jones, Campbell and Chairman Nash NOES: Director Vasquez ABSTAIN: None ABSENT: Director Hausdorfer (SEAL) CHERYL JOHN N. GENCY SECRETA -3- CENTRAL REDEVELOPMENT PROJECT AREA SAN JUAN CAPISTRANO, CALIFORNIA CALIFORNIA COMMUNITY REDEVELOPMENT LAW SECTION 33433 REPORT SUMMARY PERTAINING TO THE SECOND AMENDMENT OF THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY AND THE PRICE COMPANY JUNE 1994 0 COMMUNITY REDEVELOPMENT LAW 33433 REPORT L GENERAL PROJECT DESCRIPTION On December 16, 1986, the Redevelopment Agency entered into a Disposition and Development Agreement(DDA)and Promissory Note with the Price Company for the construction of a 150,000 square foot Price Club building and retail use totalling approximately 60,000 square feet on 23.032 acres. A proposal for a car dealership at the Price Club Plaza has been submitted to the Agency. This use is not permitted under the terns of the existing DDA with the Price Company. In order to allow for this use, the Agency and the Price Company must amend the DDA and Promissory Note. The proposed Second Amendment to the DDA would allow auto dealership uses on the site. In exchange, the Agency would not be required to share the auto tax revenues from this portion of the property in the same manner as provided in the original DDA. Through this amendment, the City would receive 30%of the local sales tax revenues generated from this portion of the property which would otherwise have been passed through to the Price Company. The Agreement would expire when the Redevelopment Plan terminates in 2023. The property is located at 33949 Doheny Park Road and is commonly known as Price Club Plaza. The car dealership would be located in the 51,000 square foot building previously occupied by the Price Club Home Furnishing Center. Under California Redevelopment Law Section 33433, this report must be prepared which describes and specifies certain aspects of the proposed Agreement. A. A copy of the proposed Agreement. B. The cost of the Agreement to the Agency. C. The estimated value of the interest to be conveyed to the Developer, determined at the highest and best use permitted under the applicable Redevelopment Plan. H. COST OF THE AGREEMENT TO THE AGENCY: The Price Club Plaza was built in 1987 by the Price Company. In order to ensure the viability of this project, the Agency purchased the entire 23.032-acre site with funds loaned to it by the Price Company for$10.50/square foot. The Agency then conveyed 12 acres to the Developer at $6/square foot for construction of the Price Club, and sold the remaining 11.032 acres to the Price Company for $10/square foot. These actions resulted in an Agency subsidy of approximately $2,600,000 in land costs, an additional $2,500,000 for public infrastructure, the Environmental Impact Report and a portion of the development fees. The sum total of these subsidies was loaned to the Agency by the Price Club and became subject to a Promissory Note. The payback structure for the loan was as follows: The first$400,000 of sales tax generated by the Price Club Plaza would go to the City, and the next$600,000 would go to the Developer for repayment of debt. The balance would be divided 50/50 between Agency and Developer. No tax increment funds would be utilized for repayment of debt. On October 1, 1991, the DDA and Promissory Note were amended to allow the Price Company to develop another Price Club or retail operation within 10 miles of the City limits. This amendment was negotiated to allow the Price Company to develop a Price Club in Irvine, technically within the stipulated 10-mile radius. The First Amendment to the DDA and Promissory Note resulted in an increase of$50,000 in sales tax revenue to the City. The payback structure for the loan is now as follows: the City receives the first $450,000 of sales tax, the next $600,000 goes to the Developer and the balance goes 50% to the City and 50%to the Developer. The proposed Second Amendment to the DDA provides for the elimination of a restriction to allow "Auto Dealers" in the Price Club Plaza. In order to amend the DDA to provide for car dealerships as a permitted use on the Premises, the City would receive 30% of any auto tax revenues generated by the car dealership. Currently the Price Club Plaza generates approximately $625,000 in sales tax revenue annually. The first$450,000 is retained by the City, and the next $175,000 goes to the Price Company. It is anticipated that the car dealership would generate $300,000 in auto tax revenues during a typical operating year. This would represent an additional revenue source of$90,000 in the first year of operation to the City. If the existing DDA is not amended to allow "Auto Dealers", the sales tax generated by a typical retail use in this space would go to the Price Company until their $600,000 portion of sales tax allowed under the first amendment to the DDA is reached. The cost to the Agency of this Second Amendment is the loss of 70% of the auto tax revenues generated from this property. Those auto tax revenues will go to Price Company to facilitate this project. Therefore,there will be no direct cost to the Agency, and no funds from the Agency will be required. The 701/o of the auto tax revenues will be split 22'/2% by Price Company and 47'/2%to the car dealership to facilitate the project. The net gain from this Second Amendment will be the 30% of the revenues generated by the car dealership which will be retained by the City. Over the life of the Agreement, the auto tax revenues are expected to increase 3% a year. This represents a net present value (NPV) of$1,344,736. H. ESTIMATED VALUE OF THE SECOND AMENDMENT TO THE DEVELOPER BASED ON HIGHEST AND BEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The rehabilitation of the Home Furnishing Center to a car dealership represents the highest and best use for the site. The tenant improvement costs and the associated lease or purchase costs borne by the car dealership are high. The Agency subsidy of the project is represented by the net present value of the future auto tax revenues that will flow to the car dealership and Price Company. These revenues will be used by the car dealership to offset their $5.1 million in acquisition costs for the property and additional tenant improvements costs. The NPV of the auto tax revenues to the car dealership is estimated at$2,129,166. The NPV of the revenues to the Price Company is $1,008,552. The pass thru of these revenues to the car dealership and Price Company make this project viable. A traditional retail tenant could be located in this space, but the 301/o of the sales tax generated would be lost to the City for a number of years under the existing DDA's revenue sharing provisions. AFFIDAVIT OF PUBLICATION Space below for Filing Stamp Only. STATE OF CALIFORNIA COUNTY OF ORANGE 1 am a citizen of the United States and a resident of the County Y aforesaid.I am over the age of eighteen years,and not a party to or Proof of Publication of interested in the above entitled matter.I am the principal clerk of the Capistrano Valley News,a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the NOTICE OF PUBLIC HEARING A R I N G County of Oranya, S ate of California.on June 7, 1944, Case No. ......................... A-122949 in and for the City of San Juan Capistrano, County of ................................................................ Orange,State of California;that the notice,of which the annexed is a true printed copy,has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the NOTICE OF PUBLIC HEARING following dates, to wit: CITY OF SAN AJAN CAPISTRANO JOINT PUBLIC HEARING CITY OF SAN JUAN CAPISTRANO AND June 23 , 30 , 1994 THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF A PROPOSED SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT J HE PRICE NOTICE ISHEREBY GIVEN,thatch the 5Osd yofJuly,19K at LDING AS,PRICE CLUB PLAZA) 1 declare udder penalty of perjury that the foregoingis true and 790 P.N.is the City Council California,the City 32400 Paseo a CLnto,San correct. Juan Capistrano,the" the itty Counml of We City of Ban Juan Capistrano poen t Age cy(h a Sapiumft0 hold.Com- p u tic bearing earix pursuant Agency!the nia Commry will held a joint public hearingpursuantfeMe Cdforntas330D at Redweloe Went Law(Health E Sally Code Sections Gond et seq)for the purposeotcoon and Devhe elopment gre Srenml Amendment to the Disposition and ice Com menl Agreement and Promissory Executed at Mission Viejo, Orange County,Califomia,on Cole between the Priv Company and the San luso Capistrano Communitysed Sewn nt Agency. The proposed Second Amendment provides that the ................_._............................................ 51,385-s9uaro-foot building on the site locatetlri nae[= Park Road can be leased w sold for the operetiIX ofa rete l sales -' dealership which sella and leases new,and used antomobUw and trucks. The following documents will be available for publf c btepectbn at r the offee of v the CI ly Clerk. 1.A copy of the Second Amendment W the Disposition and Ifs- .. ..................... .............. Wpmenl Agreement ................ .. •. ... 2.A Summary Report;and, (Signature) 3.A copy of the Categorical Exemption Issued by the Planning Director. All those desiring to be heard in Bear of,or in opposition to;this Item Will hegiven an opportunity W do an durtog such bestial;mr. prior to the meeting,by writing totheQty Coam ll x132400 Peeve Adelanto,San Joan Capistrano.California OM,Attentios,City ClerL Government Code Section 54951.6 stipulates that writing, distributed to the legialattve body by any person are public r w cords sad shall be made sm"ble without delay.it you bring written information to the City Council meeting ardistribuOw W the City Council at such meeting,place provide additional eopies for distribution W the audience. For further IM[IDattaw,yen may contact.Cassandra grantee of City Managers Department at 4434920. Capistrano Valley NewsCHERYL JOHNSON,CITY CLERK Published:Capistrams,Y*RerNew, (A Publication of South Orange County News) June 23.30.IgA ioabf 23811 Via Fabricante P. O. Box 3629 c� Mission Viejo, California 92690 p ' (714)768-3631 l City of San Sean Capisivao / NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Bea Gougeon, Legal FOR PUBLICATION ON: THURSDAY, NNE 23, 1994 THURSDAY, NNE 30, 1994 DOCUMENT TO BE PUBLISHED: NOTICE OF PUBLIC HEARING- PROPOSED SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (THE PRICE COMPANY/ PRICE CLUB PLAZA) PROOF OF PUBLICATION Please send to: City Clerk's Division, City Hall 32400 Paseo Adelanto San Juan Capistrano, CA 92675 �} (714) 493-1171 AUTHORIZED BY: DATE: June 16, 1994 Date of Public Hearing - 07/05/94 Date notice published - 06/23/94 - 06/30/94 Date affidavit received Date notice posted in designated posting places (3) - 06/23/94 Date notice posted on property - N/A Date of mailing notice to interested parties - 06/23/94 Date notice transmitted to City Manager's Office - 06/16/94 noti4of �.� Ito �m PUBLIC HEARING CITY Of SAN JUAN CAPISTRANO JOINT PUBLIC HEARING CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF A PROPOSED SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (THE PRICE COMPANY/BUILDING#6, PRICE CLUB PLAZA) NOTICE IS HEREBY GIVEN, that on the 5th day of July, 1994, 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 seq) for the purpose of considering the approval of a Second Amendment to the Disposition and Development Agreement and Promissory Note between the Price Company and the San Juan Capistrano Community Redevelopment Agency. The proposed Second Amendment provides that the 51,385-square-foot building on the site located at 33949 Doheny Park Road can be leased or sold for the operation of a retail sales dealership which sells and leases new and used automobiles and trucks. The following documents will be available for public inspection at the office of the City Clerk: 1. A copy of the Second Amendment to the Disposition and Development Agreement. 2. A Summary Report; and, 3. A copy of the Categorical Exemption issued by the Planning Director. All 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, prior to the meeting, by writing to the City Council at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk. Government Code Section 54957.5 stipulates that writings distributed to the legislative body by any person are public records and shall be made available without delay. If you bring written information to the City Council meeting for distribution to the City Council at such meeting, please provide additional copies for distribution to the audience. Joint Public Hearing - The Price Company July 5, 1994 Page 2 For further information, you may contact Cassandra Walker of City Managers Department at 443-6320. CHERYL fOHNMN, CITY CLERK FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on June 23, 1994, I 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 23, 1994, and June 30, 1994 the above Notice was published in the Capistrano Valley News newspaper. I declare under penalty of perjury that the foregoing is true and correct. CHERYL JOHNSON, CITY CLERK City of San Juan Capistrano California J""" OFFICE OF THEY MANAGER � .,iii�• „1776 .�4l+ai � Qrv . \le 1 � Nor W� CA- V Avto5b �Y �-C- c- Climb P . C) t3 cry-, Sw • A��a (i`� Ll 21�s� - SY �r lone lJfi�2 C12/4 San Juan Capistrano Community Redevelopment Agency March 5, 1993 Mr. Joseph R. Satz, Vice President The Price Company P. O. Box 85466 San Diego, California 92138 Re: Second Amendment to Disposition and Development Agreement Dear Mr. Satz: At their regular meeting held February 16, 1993, the San Juan Capistrano Community Redevelopment Agency and the City Council of the City of San Juan Capistrano and were scheduled to consider the Second Amendment to the Disposition and Development Agreement for the Price Club property located at 33949 Doheny Park Road, as well as a Master Lease and Sublease Agreements. The joint public hearing on those items was opened and closed, with no action taken. As recommended by staff, the item will be scheduled for consideration upon resolution of sign issues. A copy of the Agenda and Staff Report will be forwarded to you when the public hearing is scheduled for consideration. Very truly yours, Cheryl Joh son Agency Secretary cc: Ben Weseloh Executive Director Julia Kimminau 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 MARCS 2, 1993 REGULAR MEETING OF TEE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Nash at 8:45 p.m. in the City Council Chamber. ROLL CALL: PRESENT: Carolyn Nash, Chairman Jeff Vasquez, Vice Chairman Collene Campbell, Director Gary L. Hausdorfer, Director Gil Jones, Director ABSENT: None STAFF PRESENT: George Scarborough, Executive Director; Thomas Tomlinson, Deputy Director; Richard K. Denhalter, City Attorney; Cynthia L. Pendleton, Interim Finance Officer; Cheryl Johnson, Agency Secretary; William Huber, Director of Engineering and Building Services; Ronald C. Sievers, Director of Public Lands and Facilities; Al King, Jr. , Director of Community Services; Nancy Bernardi, Recording Secretary. MINUTES The Minutes of the Regular Meeting of February 16, 1993, were approved as submitted as part of the City Council Consent Calendar. PUBLIC BEARINGS 1. JOINT PUBLIC HEARING WITH THE CITY COUNCIL - PROPERTY LOCATED AT 33949 DOHENY PARK ROAD. $6 (COMMUNITY REDEVELOPMENT AGENCY/PRICE COMPANY/WESELOH INVESTMENTS) (CQ -q,:=j 'CON TNUED FROM FEBRUARY 16. 19931 This item was continued from the meeting of February 16, 1993 . Written Communications: Report dated March 2, 1993, from the Executive Director, recommending that the Board take no further action on this item until issues with signage have been resolved with the applicant, at which time the item will be rescheduled for consideration. Public Hearing: Notice having been given as required by law, Mayor Jones opened the Public Hearing, and there being no response, closed the hearing. CRA Minutes -1- 3/2/93 AGENDA ITEM March 2, 1993 TO: Agency Board of Directors FROM: George Scarborough, Executive Director SUBJECT: JOINT PUBLIC HEARING OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE,MASTER LEASE AND SUBLEASE AGREEMENTS FOR PROPERTY LOCATED AT 33949 DOHENY PARK ROAD (COMMUNITY REDEVELOPMENT AGENCY/PRICE CLUB/WESELOH INVESTMENTS) Pending resolution of signage issues for Weseloh Investments' auto dealership, staff recommends that the Board of Directors take no further action on this item until such issues have been resolved. It is appropriate at this time to open and close this Public Hearing without considering or taking action on the item. This item will be brought back for Agency consideration upon resolution of said signage issues. Respectfully bmitted, e arbo i ecuti e . ector FOR CITY COUNCIL AGE WESELOH CHEVROLET CO. 5335 PASEO DEL NORTE • PHONE 438-1 001 CARLSSAO, CALIFORNIA 52006 MARCH 1, 1993 HONORABLE MAYOR GIL JONES CITY HALL SAN JUAN CAPISTRANO, CA. DEAR MAYOR JONES: THE WESELOH PRICE CLUB OFF-SITE SIGN IS BEING PROCESSED THROUGH CITY PLANNING. TIME IS RUNNING OUT SINCE WE ARE NOW IN THE SIXTEENTH ( 16 ) MONTH WORKING DILIGENTLY ON THIS PROJECT. IT WILL TAKE FOUR ( 4 ) MONTHS TO BUILD AFTER ALL THE APPROVALS. WE ARE TOLD WE MUST GO THROUGH- THE. SAME LONG PROCESS THAT WE HAVE HAD TO GO THROUGH ON ZONE CHANGE, ANOTHER FORTY FOUR ( 44 ) DAYS WITHOUT APPEALS. THE SIGN MUST BE LARGE ENOUGH TO BE READ FROM A VEHICLE TRAVELING 55 M.P.H. ON I-5 . THE SIGN MUST BE ATTRACTIVE ENOUGH AND PERFORM A SERVICE SO THAT IT WILL BE READ OFTEN AND READERS WILL HAVE A GOOD FEELING ABOUT THE SIGN, AND THE DEALERSHIP IT IDENTIFIES. PEOPLE MUST KNOW FORDS ARE SOLD IN SAN JUAN CAPISTRANO AND THE DEALERSHIP CAN BE FOUND CLOSE TO THE FREEWAY WHEN THEY DECIDE TO SHOP. WE NEED AND MUST HAVE THE SUPPORT OF YOUR CITY COUNCIL AND THE MEMBERS OF THE PLANNING COMMISSION, PLUS THE DESIGN AND REVIEW BOARD TO IDENTIFY THESE NEW BUSINESSES IN ORDER TO BE SUCCESSFUL. WILL YOU PLEASE HELP US OBTAIN THE SUPPORT, SO WE CAN BRING NEEDED SALES TAX TO OUR CITY.. THANK YOU. SINC RELY y „ - -�e.e-- _ C WESELOH 3 ` i , • ,� ,{- COPY TO ALL CITY COUNCTL'MEMBL}R5- CARS TRUCKS MAO 0 9 WESELOH HONDA March 1, 1993 Honorable Mayor Gil Jones City Hall San Juan Capistrano, CA 92675 pear Mayor Jones: At the design review board meeting of February 3, 1993, we were asked if it was necessary to have the words "service" at the rear of the building. We agreed to remove the word "service". Next, there was discussion as to the other signs on the rear of the building. Could they either be reduced in size or not illuminated??? Before we could answer the question, a motion was made and voted upon to remove all rear signage. . . . . .. . . . This signage is critical because we must have the identityro�rrom Stonehill. we are asking for your help in obtaining l for signage to identify the dealerships. we will be filing for a permit for an off-site monument sign for freeway visibility. As you know, this location has absolutely no visibility from the freeway and the sign is a necessity for success at this location. Can we have your support? Council's support of this sign is a very critical issue for success at this location. Thank you very much for your Support- Sincerely, Dale McAtee General Manager MAF, 1993 32881 Camino Capistrano, San Juan Capistrano, CA 92675 714/493-9300 notice*I continuation of w� A q Ito PLBLIC HEARI ...NG nn �5t rte« CITY OF SAN JUAN CAPISTRANO CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO COMMIINITY REDEVELOPMENT AGENCY SUBJECT: JOINT PUBLIC HEARING FOR PROPERTY LOCATED AT 33949 DOHENY PARR ROAD, #6 (COMMUNITY REDEVELOPMENT AGENCY/PRICE COMPANY/WESELOH INVESTMENTS) NOTICE IS HEREBY GIVEN, that the Joint Public Hearing with respect to the property located at 33949 Doheny Park Road, #6 to consider a proposed amendment to the Disposition and Development Agreement (Community Redevelopment Agency/Price Club/Weseloh Investments) , held on February 16, 1993, at 7: 00 P.M. , in the City Council Chamber was continued by official action of the City Council and the Directors of the Community Redevelopment Agency to March 2, 1993 , at 7: 00 P.M. , in the City Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano. Date: February 17, 1993 CITY CLER FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) as. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on February 17, 1993, I 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 I declare under penalty of perjury that the foregoing is true and correct. CHERYL JOH ON City Clerk u San Juan Capistrano Community Redevelopment Agency February 19, 1993 Mr. Joseph R. Satz, Vice President The Price Company P. O. Box 85466 San Diego, California 92138 Re: Second Amendment to Disposition and Development Agreement Dear Mr. Satz: At their regular meeting held February 16, 1993, the San Juan Capistrano Community Redevelopment Agency and the City Council of the City of San Juan Capistrano and were scheduled to consider the Second Amendment to the Disposition and Development Agreement for the Price Club property located at 33949 Doheny Park Road, as well as a Master Lease and Sublease Agreements. As requested by the Price Company, the joint public hearing on those items was continued to the meeting of March 2, 1993. A copy of the agendas and staff reports will be forwarded to you prior to that meeting. Very truly yours, Cheryl Johnson Agency Secretary cc: Ben Weseloh Executive Director Julia Kimminau 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 FEBRUARY 16, 1993 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Nash at 7:07 p.m. in the City Council Chamber. ROLL CALL PRESENT: Carolyn Nash, Chairman Jeff Vasquez, Vice Chairman Collene Campbell, Director Gary L. Hausdorfer, Director Gil Jones, Director ABSENT: None STAFF PRESENT: George Scarborough,Executive Director;Thomas Tomlinson,Deputy Director;Richard K. Denhalter, City Attorney; Cynthia L. Pendleton, Interim Finance Officer; Cheryl Johnson, Agency Secretary, William Huber, Director of Engineering and Building Services; Nancy Bernardi, Recording Secretary. MINUTES The Minutes of the Regular Meeting of February 2, 1993,were approved as submitted as part of the City Council Consent Calendar. PUBLIC HEARINGS --� 1. JOINT PUBLIC HEARING WITH THE CITY COUNCIL - PROPERTY LOCATED AT 33949 DOHENY PARK ROAD #6 (COMMUNITY REDEVELOPMENT AGENCY/PRICE COMPANY EL D FROM FEBRUARY 2. 1993) Pr : Consideration of: a) The second amendment to the Disposition and Development Agreement and Promissory Note to provide for car dealerships as a permitted use at Building S6 of the Price Club Plaza; b) A Master Lease Agreement between the Community Redevelopment Agency and the Price Company, with an initial term of 10 years, 180 days, for the use of the premises, in which the Community Redevelopment Agency would pay to the Price Company a base rent of$300,000 annually,a Common Area Rent of$3,000 annually,and a Sales Tax Rent equal to 22'4%of the tax revenues collected by the City from the business; and C) A Sublease Agreement between the Community Redevelopment Agency and Weseloh Investments,with an initial term of 10 years, 179 days,for the use of the premises,in which the Weseloh Investments would pay to the Price Company a base rent,a Common Area Rent,and a Sales Tax Rent equal to 47'A% of the tax revenues collected by the City from the business. Written Communication: Report dated February 16, 1993, from the Executive Director, noting that the Price Company had requested a continuance of the Hearing due to unresolved issues. CRA Minutes -1- 2/16/93 Mr. Scarborough noted that staff concurred with the Price Company's request to continue the hearing to address concerns with conditions recommended by staff for a proposed off-site sign. Continuation of Public Hearin¢: Notice having been given as required by law, Mayor Jones opened the Public Hearing. There being no response, it was moved by Director Campbell, seconded by Director Hausdorfer, and unanimously carried that the hearing be continued to the meeting of March 2, 1993. BOARD ACTIONS 1. RECEIVE AND FILE CASH BALANCES BY FUND FOR DECEMBER 1992 (330.50) The Finance Officer's Report of Cash Fund Balances for the month of December 1992 in the total amount of$32,935.39 was received and filed. 2. FINANCE OFFICER'S REPORT OF INVESTMENTS AS OF JANUARY 31. 1993 (350,30) The Finance Officer's Report of Investments as of January 31, 1993,in the total amount of$1,044,781.82 was received and filed. Cl=ED SESSION None. ADJOURNMENT' There being no further business befor- the Board, the meeting was adjourned at 7:08 p.m. to the next regular meeting date of Tuesday, March 2, 1993, at 7:00 p.m. in the City Council Chamber. Respectfully submitted, CHERYL JOHNSON,AGENCY SECRETARY ATTEST: CAROLYN NASH, CHAIRMAN CRA Minutes -2- 2/16/93 AGENDA ITEM February 16, 1993 TO: Agency Board of Directors FROM: George Scarborough, Executive Director SUBJECT: JOINT PUBLIC HEARING OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE,MASTER LEASE AND SUBLEASE AGREEMENTS FOR PROPERTY LOCATED AT 33949 DOHENY PARK ROAD (COMMUNITY REDEVELOPMENT AGENCY/PRICE CLUB/WFSELOH INVESTMENTS) Due to unresolved issues pertaining to this item, the Price Company has requested that the Community Redevelopment Agency continue this Public Hearing. pe fully s mitted, e c o Ex tive irector notice continuation of � w k® PUBLIC HEARING 1 irn CITY Of SAN JUAN CAPISTRANO CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY SUBJECT: JOINT PUBLIC HEARING FOR PROPERTY LOCATED AT 33939 DOHENY PARK ROAD, #6 (COMMUNITY REDEVELOPMENT AGENCY/PRICE COMPANY/WESELOH INVESTMENTS) NOTICE IS HEREBY GIVEN, that the Joint Public Hearing with respect to the property located at 33949 Doheny Park Road, #6 to consider a proposed amendment to the Dispositon and Development Agreement and Promissory Note, Master Lease Agreement and Sublease Agreement (Community Redevelopment Agency/Price Company/Weseloh Investments) , held on February 2 , 1993 , at 7: 00 P.M. , in the City Council Chamber was continued by official action of the City Council and the Directors of the Community Redevelopment Agency to February 16, 1993 , at 7 : 00 P.M. , in the City Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano. Date: February 3 , 1993 // m CITY CLERK CLERK FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on February 3 , 1993 , I 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 I declare under penalty of perjury that the foregoing is true and correct. CHERYL JOHNSO , City Clerk 11 IN %VIIIRINO San Juan Capistrano Community Redevelopment Agency February 4, 1993 Mr. Joseph R. Satz, Vice President The Price Company P. O. Box 85466 San Diego, California 92138 Re: Second Amendment to Disposition and Development Agreement Dear Mr. Satz: At their regular meeting held February 2, 1993, the San Juan Capistrano Community Redevelopment Agency and the City Council of the City of San Juan Capistrano and were scheduled to consider the Second Amendment to the Disposition and Development Agreement for the Price Club property located at 33949 Doheny Park Road, as well as a Master Lease and Sublease Agreements. The joint public hearing on those items was continued to the meeting of February 16, 1993. A copy of the agendas and staff reports will be forwarded to you prior to that meeting. Very truly yours, �/ �� Cheryl Joh on v J" Agency Secretary cc: Ben Weseloh Executive Director Julia Kimminau 32400 Paseo Adelanto San Juan Capistrano California 92675 714 -493-1171 FEBRUARY 2, 1993 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENr AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Nash at 8:55 p.m. in the City Council Chamber. ROLL CALL PRESENT: Carolyn Nash, Chairman Jeff Vasquez, Vice Chairman Collene Campbel,. Jirector Gary L. Hausdorfer, Director Gil Jones, Director ABSENT: None STAFF PRESENT: George Scarborough, Executive Director;Thomas Tomlinson,Deputy Director;Richard IC Denhalter, City Attorney-, Cynthia L. Pendleton, Interim Finance Officer; Cheryl Johnson, Agency Secretary; William Huber, Director of Engineering and Building Services; Al King, Jr., Director of Community Services; Nancy Bernardi, Recording Secretary. MINUTES The Minutes of the Regular Meetings of January 5 and January 19, 1993, were approved as submitted as part of the City Council Consent Calendar. PUBLIC HEARINGS 1. JOINT PUBLIC HEARING WITH THE CITY COUNCIL PROPERTY LOCATED AT 33949 DOHENY PARK ROAD. #6 (COMMUNITY R DEVELOPM -NT AGENCY/PRICE COMPANY/WESELOH INVESTMENTS) (6000.40), Pr /Consideration of: a) The second amendment to the Disposition and Development Agreement and Promissory Note to provide for car dealerships as a permitted use at Building #E6 of the Price Club Plaza; b) A Master Lease Agreement between the CRA and the Price Company,with an initial term of 10 years, 180 days, for the use of the premises in which the CRA would pay to the Price Company a base rent of$300,000 annually, a Common Area Rent of$3,000 annually, and a Sales Tax Rent equal to 221/2%of the tax revenues collected by the City from the business; and C) A Sublease Agreement between the CRA and Weseloh Investments,with an initial term of 10 years, 179 days, for the use of the premises, in which the Weseloh Investments would pay to the Price Company a base rent, a Common Area Rent, and a Sales Tax Rent equal to 47+/2% of the tax revenues collected by the City from the business. Written Communication: Report dated February 2, 1993, from the Executive Director,summarizing the provisions in the Master Lease and Sublease Agreements and estimating that the Agency's gain would be approximately$33,000 in the first year,$66,000 in the second year, $68,640 in the third year, etc. Staff recommended approval CRA Minutes -1- 2/2/93 of the amendment to the Disposition and Development Agreement and Promissory Note, Master Lease Agreement, and Sublease Agreement. Mayor Jones advised that the hearing would be continued to the meeting of February 16, 1993. Continuation of Public Hearin¢: Notice having been given as required by law, Mayor Jones opened the Public Hearing. There being no response, it was moved by Director Hausdorfer, seconded by Director Campbell, and unanimously carried that the hearing be continued to the meeting of February 16, 1993. BOARD ACTIONS 1. RECEIVE AND FILE WARRANTS OF JANUARY 22. 1993 (300,30) It was moved by Director Jones, seconded by Director Hausdorfer, and unanimously carried that the List of Demands dated December 31, 1992, in the total amount of$750,000, and the List of Demands dated January 22, 1993, in the total amount of$567,655.01, be received and filed. 2. DENIAL OF CLAIM - MONETARY DAMAGE (DAVID SWERDLIN) (170.10) The claim received by the City from Martin P. Eramo, attorney on behalf of David Swerdlin, for monetary damage, was denied, as set forth in the Report dated February 2, 1993, from the City Attorney. CLOSED SESSION The Board recessed to the Council meeting at 8:56 p.m. and reconvened in a joint Closed Session with the City Council at 10:15 p.m.for discussion of litigation per Government Code Section 54956.9(a) (Freedom NewspaRars v Board of Directors), the Agency Secretary being excused therefrom, and reconvened at 11:20 p.m. ADJOURNME[V I There being no further business before the Board, the meeting was adjourned at 11:20 p.m. to the next regular meeting date of Tuesday, February 16, 1993, at 7:00 p.m. in the City Council Chamber. Respectfully submitted, CHERYL JOHNSON, AGENCY SECRETARY ATTEST: CAROLYN NASH, CHAIRMAN CRA Minutes -2- 2/2/93 AGENDA ITEM February 2, 1993 TO: Mayor and Members of the City Council FROM: George Scarborough, City Manager SUBJECT: JOINT PUBLIC HEARING OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE, MASTER LEASE AND SUBLEASE AGREEMENTS FOR PROPERTY LOCATED AT 33949 DOHENY PARK ROAD (COMMUNITY REDEVELOPMENT AGENCY/PRICE CLUB/WESELOH INVESTMENTS) RECOMMENDATION: Open the Public Hearing and take public testimony. By motion, adopt the resolutions approving the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. SITUATION: Oa December 16, 1986, the Redevelopment Agency entered into a Disposition and Development Agreement (DDA) and Promissory Note with the Price Company for the construction of a 150,000 square foot Price Club building and retail use totalling approximately 60,000 square feet on 23.032 acres. At this time, a proposal for a car dealership at the Price Club Plaza has been submitted to the Agency. This use is not permitted under the terms of the existing DDA with the Price Company. In order to allow for this use, the Agency and the Price Company must amend the DDA and also enter into a Master Lease Agreement for the Premises. Concurrently, the Agency would enter into a Sublease Agreement with Weseloh Investments. Amending the DDA and entering into a Master Lease Agreement with the Price Company will ensure that the City will benefit from the sales tax originated by the car dealership. The Sublease Agreement with Weseloh Investments is necessary to allow the Agency to subsidize the business venture and ensure its viability. FOR CRY COUNCIL AGENDA.._ E7 Agenda Item -2- February 2, 1993 BACKGROUND: The Price Club Plaza (the "Site"), located at 33949 Doheny Park Road, San Juan Capistrano,was built in 1987 by the Price Company. In order to ensure the viability of this project, the Agency purchased the entire 23.032-acre site with funds loaned to it by the Price Company for $10.50/sq.ft. The Agency then conveyed 12 acres to the Developer at $6.00/sq.ft. for construction of the Price Club and sold the remaining 11.032 acres to the Price Company for $10.00/sq.ft. These actions resulted in an Agency subsidy of approximately$2,600,000 in land costs and an additional$2,500,000 for public infrastructure, the EIR and a portion of the development fees. The sum total of these subsidies was loaned to the Agency by the Price Club and became subject to a Promissory Note. The payback structure for the loan was as follows: The first $400,000 of sales tax generated by the Price Club Plaza would go to the City, and the next$600,000 would go to the Developer for repayment of debt. The balance would be divided 50/50 between Agency and Developer. No tax increment funds will be utilized for repayment of debt. On October 1, 1991, the DDA and Promissory Note were amended to allow the Price Company to develop another Price Club or retail operation within 10 miles of the City limits. This amendment was negotiated to allow the Price Company to develop a Price Club in Irvine, technically within the stipulated 10-mile radius. The First Amendment to the DDA and Promissory Note resulted in an increase of $50,000 in sales tax revenue to the City. The payback structure for the loan is now as follows: the City receives the first $450,000 of sales tax, the next $600,000 goes to the Developer and the balance goes 50% to the City and 50% to the Developer. A. DDA Amendment The proposed Second Amendment to the DDA provides for the Price Company and the Community Redevelopment Agency to enter into a Master Lease Agreement for that 237,838 square foot portion of the Price Club Plaza containing a 45,000 foot square building (Bldg #6) (the 'Premises"). The Community Redevelopment Agency and Weseloh Investments, a California Corporation would concurrently enter into a Sublease Agreement for the Premises, pursuant to which Master Lease and Sublease Agreements, the Premises will be used for car dealership(s). In order to make it possible to enter into the Master Lease and Sublease Agreements, the Community Redevelopment Agency and the Price Company now desire to amend the DDA to provide for car dealerships as a permitted use on the Premises. The sales and use taxes generated from the Premises, during the term of the Master Lease Agreement, are not to be included within the sales and use taxes generated on the Site for purposes of calculating the payments to be made by the Agency to the Price Company pursuant to the DDA and the Note. 0 0 Agenda Item -3- February 2, 1993 `B. Master Lease Agreement The Master Lease Agreement between the Price Company and the Community Redevelopment Agency would be for an initial tern of ten years and one hundred eighty days. The Agency may, at its option, renew this lease agreement for four consecutive periods of five years. Notwithstanding the first one hundred and eighty days of the lease term, the Agency will pay to the Price Company a Base Rent of$300,000 per annum,payable in advance in twelve equal monthly installments. The Base Rent shall be increased on the fifth anniversary and every five years thereafter by an amount equal to 12% of the Base Rent for the year preceding the adjustment date. In addition to the Base Rent, the Agency shall pay to the Price Company a Common Area Rent of $3,000 per annum, payable in twelve equal monthly installments. The Common Area Rent shall be increased each year by a percentage amount based on the Consumer Price Index published by the Bureau of Labor Statistics. In addition, the Agency is to pay to the Price Company a Sales Tax Rent equal to twenty-two and one-half percent (221/2%) of the tax revenues collected by the City or any agency of the City from business activities conducted on the Premises. C. Sublease Agreement The Agency wishes to sublease to Weseloh Investments the Premises for the purpose of operating a new car dealership. The initial term of the Sublease Agreement shall be one day less than the initial term of the Master Lease Agreement, and each renewal term of the Sublease shall also be one day less than each renewal term of the Master Lease Agreement. According to the terms of the Sublease Agreement, Weseloh Investments shall exercise all of the rights of the Agency under the terms of the Master Lease Agreement. Weseloh Investments also agrees to pay directly to The Price Company the Base Rent, the Common Area Rent and all other impositions defined in the Master Lease. The Agency shall rebate to Weseloh Investments 4712% of Tax Revenues collected by the City from any and all business activities conducted on or from the Premises, provided such rebate for any year does not exceed the Base Rent for such year. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: Not Applicable. 0 • Agenda Item -4- February 2, 1993 FINANCIAL CONSIDERATIONS: The Agency would be subsidizing this project through the use of seventy percent (70%) of the sales tax derived from the business; therefore, the net gain to the Agency will be thirty percent (30%) of the sales tax originated from the car dealership. In the attached Summary Report prepared by Kosmont & Associates, Inc., pursuant to Section 33433 of the California Community Redevelopment Law, it shows that the Agency's gain will be approximately $33,000 in the first year (partial) of operation; $66,000 in the second year; $68,640 in the third year, etc. NOTIFICATION: The required legal notices of a Public Hearing were published on January 21, 1993, and January 28, 1993, in the Capistrano Valley News. In addition, The Price Company and Weseloh Investments received notification of this hearing. The proposed DDA Amendment, the Master Lease and Sublease Agreements, the California Community Redevelopment Law, Section 33433 Summary Report and the Categorical Exemption are on file in the City Clerk's Office. ALTERNATE ACTIONS: 1. Adopt the resolutions approving the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. 2. Do not adopt the resolutions. 3. Request further information from staff. RECOMMENDATION: By motion, adopt the resolutions approving the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. Respectfully bmitted, bor ty Man ger GS:JMK:rmb attach r � SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW on the Auto Dealership Lease and Sublease Agreement by and between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO and THE PRICE COMPANY and WESELOH INVESTMENTS January 21, 1993 Prepared by Kosmont &Associates,Inc. hOSI 01 T & A1s(('I. T `, IN('. k*A Estate Entcement•mance.[ranepotta(inm li[ )ualm AUTO DEALERSHIP — SAN JUAN CAPISTRANO I. General Project Description The project site (Premises) is located in the City of San Juan Capistrano at 33949 Doheney Park Road, east of Victoria Boulevard. The Premises consists of 237,838 square feet of land and includes an existing building of approximately 45,000 square feet. The Price Company currently owns the project site. Under the terms of the lease and sublease agreements (Lease and Sublease respectively), the Price Company will lease the Premises to the Community Redevelopment Agency of the City of San Juan Capistrano (Agency) and the Agency will sublease the Premises to Weseloh Investments (Subtenant). Subtenant will secure one or more automobile dealerships to operate on the Premises. Initially, one dealership must be a factory authorized Ford, Toyota, or Chevrolet dealership (Approved Dealership). The lease between the Agency and the Price Company and the sublease between the Agency and Weseloh Investment limits the use of the Premises to automobile dealership uses. Key business points of the leases will be discussed below. II. Cost of Property Acquisition The Agency proposes to lease the Premises from the Price Company for an initial term of ten years and 180 days. The Agency has the option to extend the lease for an additional 20 years through four, five-year options. Under the lease the Agency will pay three types of rent: base rent, common area rent and sales tax rent. These are discussed below. Base Rent Base rent payable under the Lease is $300,000 per annum with a 12% increase at the end of every five years. The lease allows for a waiver of rent for the first 180 days, thus base rent in the first full year is $150,000. Common Area Rent Rent for common area maintenance and improvements is initially set at $3,000 per annum. Common area rent increases on an annual basis by the change in the consumer price index for Los Angeles, Anaheim and Riverside. For purposes of this evaluation, it is assumed that the annual increase in the consumer price index is four percent. -1- Heal Estate Entitlement•Finance•lransponatiow kir Vuahn Sales Tax Rent In addition to base rent, the Agency will pay sales tax rent in an amount equal to 22.5% of the sales tax revenues subvened by the State of California to the City or Agency resulting from business activities conducted on the Premises. AgencyCosts In estimating gross Agency costs under the Lease, the following key assumptions have been made: Inflation for common area rent increases and taxable sales increase is assumed to be four percent per annum. Initial taxable sales for the auto dealership(s) at the site, based on the types of dealerships required, is projected at $22,000,000 per annum ($11,000,000 in the first partial year) adjusted annually for inflation. All four options to extend the lease term are exercised. Based on the above assumptions, gross Agency lease costs are estimated as shown in Exhibit 1. Total rent paid by the Agency over the 30.5 year maximum lease term amounts to $15,215,745. This amount includes $12,318,857 of base rent and $173,120 of common area rent. Sales tax rent amounts to $2,723,768. On a present value basis, discounted at 10%, the total rental payments amount to $3,860,653 or $16.23 per square foot of land. In the first stabilized year, Year 2, the annual rental payment is projected to be $352,620 or $7.83 per square foot of building area. Market Rent Evaluation The annual payments made by the Agency for the lease of the improved premises are at the low end of market rent for the lease of a 45,000 square foot structure. Food tenants (Ralphs, Vons, etc.) traditionally pay rents in the range of $7.50 per square foot to $10.00 per square foot depending on location. Soft goods discount tenants exhibit a larger range of rents, from $7.50 per square foot to $13.00 per square foot depending on the location. Given the Premises location at the rear of the overall property with easement access rather than direct access to Doheney Park Road, the rent paid by the Agency represents a market rate rent. The above uses are consistent with the redevelopment plan and with the existing uses on the remainder of the site. The rent payments made by the Agency to the Price Company represent a highest and best use payment for the Premises. -2- 0 0 hOsM01 T & A,�,4LATD. N. Revd Estate Entitlement•Finance•ttensptmatiom w Vuahb IIl. Payments Received by Agency Under the terms of the Sublease the Agency proposes to sublease the Premises to Subtenant for an initial period of ten years and 179 days. The sublease also allows for four, five-year options. Thus the term of the Sublease is one day less than the Lease. Under the Sublease, Subtenant assumes the Agency's obligation to pay base rent and common area rent. In fact, Subtenant is to make these payments directly to the Price Company. Under the Sublease, Subtenant will also receive a rent rebate as discussed below. Rent Rebate Under the terms of the Sublease, the Agency will rebate to Subtenant an amount equal to 47.5% of the sales tax revenues subvened by the State of California to the City or Agency resulting from business activities conducted on the Premises. The rent rebate in any year may not exceed the base rent paid in the same year. Payments Received The same assumptions identified in Section II above also apply to the payments received by the Agency. As shown on the right side of Exhibit 1, the Agency will receive a net revenue flow of $6,741,800. Of this amount $12,318,857 is base rent and $173,120 is common area rent. The $12,491,977 of rent payments is offset by $5,750,176 of rent rebates. On a present value basis, discounted at 10%, the Agency's net payments received amount to $1,903,538 or $8.00 per square foot of land. In the first stabilized year, net rental payments amount to $198,620 or $4.41 per square foot of building area. Market Rent Evaluation Auto dealership rent factors are traditionally measured as a percentage of sales. Rent factors for dealerships generally range from 0.8% of sales to 1.2% of sales with high volume dealerships paying at the lower end of the range and low volume dealerships toward the higher end of the range. Rent factors for the major dealerships (i.e. the Approved Dealerships) tend to be lower than those of other dealerships. The initial stabilized rent of $198,620 amounts to 0.9% of sales. This rent level is within the market range for a medium to high volume major dealership. —3— bs [Ov & Ss0(1J' E!:T Ly. �J Raa Estate Entitlement•Finance•Fr3upontion-{ir Vualili IV. Agency Subsidy The Agency subsidy for this project is the difference between the net payments received by the Agency as sublandlord reduced by those payment obligations incurred by the Agency as tenant. As shown in Exhibit 1, the net cost to Agency is $8,473,944. On a present value basis, discounted at 10%, the Agency subsidy amounts to $1,957,116 or $8.23 per square foot of land. As discussed in the previous Sections the payments made by the Agency to the Price Company for the lease of the Premises represent market rate payments. Correspondingly, the payments made by the Subtenant to the Agency for the use of the Premises as an auto dealership also represent market rate payments for this type of use. The Agency subsidy is required, therefore, to effectuate the project due to the difference in market rate payments that can be made by commercial/retail uses versus auto dealership uses. -4- Exhibit 1. Summary or Land Rent Payments RENT PAID TO LANDLORD RENT PAID BY SUBTENANT BY TENANT(AGENCY) TO SUBLANDLORD(AGENCY) Taxable Sales Tax Total Rent Sales Tax Total Rent Sala Sala Comma Rent Paid Common Rebate Collected Net Coat Volume Tax®1% Raw Rent Arm Rent &22.5% by Aeeoee Baw Rent Area Rent 047.5% be Aeenee to YM I 11,0(10,000 110000 150000 3,000 24,750 177,750 150,000 3,000 (52,250) 100,750 m.ao0) Year .22000,000 220000 300,000 3,120 49500 352,620 300,000 3,120 (104300) 198,620 (154,000) Year 22,880,000 228,800 300,000 3,245 51,480 354,725 300,000 3,245 (108,680) 194.565 (160,160) Year 4 23,795,200 237952 300,001 3,375 53,539 356.914 300,000 3,375 (113,027) 190,347 (166566) Year 24,747,008 247,470 300,000 3,510 55,681 359,190 300,000 3.510 (117348) 185,%1 (173729) • Year 25,736.888 257,369 336,000 3,650 57,408 397.558 336,000 3,650 (122750) 217,400 (180,158) Yur7 26,766,364 267,661 336,000 3,796 60.224 400,020 336,000 3,796 (127,140) 212,656 (167,365) Year 9 27,837,018 278,370 336000 3,948 62,633 402,581 336,000 3,948 (132726) 207,722 (194,859) Yesr9 28950,499 289,105 336,000 4,106 65,139 405.244 336,000 4,106 (137313) 202,591 (202,653) Year 10 30,108319 301085 336,000 4,270 67,744 408,014 336,000 4,270 (143,015) 197754 (210,760) Year 11 31,312,860 313,129 376,320 4,441 70,454 451,215 376,320 4,441 (148,736) 232025 (219,190) Year 12 32565,374 325.654 376720 4,618 73.272 454.210 376,320 4,616 (154,686) 226,253 (227958) Year 13 33,867,989 338.680 376,320 4,803 76.203 457,326 376}20 4,603 (160,873) 220750 (237,076) Year 14 35722,709 352727 376,320 4,995 79751 460.566 376,320 4,995 (167,308) 214,007 (246359) Year 15 36,631.617 366316 376,320 5,195 82,421 463.936 376,320 5,195 (174,000) 207.515 (256,421) Year 16 38,0%,882 390.969 421,478 5,403 85.718 512399 421,478 5,403 (180,960) 245.921 (266,678) Year 17 39,620,757 396708 421,478 5,619 89,147 516,244 421,478 5,619 (188,199) 238,699 (277,345) Year 18 41.203.587 412A% 421,478 5,614 92,713 520,035 421,478 5,844 (195,727) 2313% (288,439) Year 19 42,853,811 428,539 421,478 6,077 96,421 523977 421,478 6,077 (203556) 224,000 (299,977) Year 20 44367,%3 445,680 421,478 6,321 100.279 528,077 421.478 6,321 (211.698) 216,101 (311976) Year 21 46.350,682 463.507 472,056 6,573 104.299 582,918 472,056 6.573 (220,166) 258,463 (324,455) Year 22 48704,709 482,047 472,056 6,836 108,461 567.353 472,056 6,836 (228,972) 249.920 (337,433) Yur 23 50,132,898 501729 472,056 7,110 112,799 591,%5 472,056 7,110 (738,131) 241,034 (350930) . Year 24 52,138,213 521582 472,056 7,394 117311 5%,761 472,056 7,394 (247,657) 231,793 (364,967) Yur 25 54723.742 542.237 472,056 7,690 122,003 601,749 472,056 7,690 (257363) 222,183 (379566) Yur 26 56,392,692 563.927 528,703 7,998 126,884 663.584 528,703 7,998 (267,865) 268,835 (394,749) Year 27 58,648,399 586,484 528,703 8,317 131,959 668,979 528,703 8,317 (278380) 258,440 (410339) Year 28 60,994,335 609.943 528,703 8,650 137.237 674,590 528,703 8,650 (289,723) 247,630 (426,960) Year 29 63,434,109 634341 528,703 8,996 142,727 660,425 526703 6,996 (301.312) 236,387 (444,039) Year 30 65971,473 659,715 528,703 9,356 148,436 686,494 528,703 9,356 (313.364) 224,694 (461,800) Year 31 34,305,166 343052 296.071 4.665 77.167 376.125 296071 4.665 (16 9501 137989 (2401361 12305,635 12,318,857 173,120 2,723,768 15715,745 12,318,857 173,120 (5,750.176) 6,741.800 (8,473,944) Net Prexnt Value @ I0% 3,660,653 Net Present Value @ 10% 1.903.538 (1,957,116) Prepared by Kosmont k Asaociatu.Inc. 610 Noah Hollywood Way Suite 350,Burbank,CA 91505 (818)840.8565 1/20193 0 0 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO APPROVING AN AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY 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 proposed to enter into the attached Amendment to the Disposition and Development Agreement(DDA) and Promissory Note with the Price Company and where the Participant has submitted to the City copies of the said proposed Agreement in the 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 Board of Directors 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 The Price Company and the Agency to enter into a Master Lease Agreement for that 237,838 square foot portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6) (the "Premises"). The Agency and Weseloh Investments, will concurrently enter into a Sublease Agreement for the Premises pursuant to which Master Lease and Sublease Agreements, the Premises will be used for a car dealership(s); and, WHEREAS, in order to make it possible to enter into the Master Lease and Sublease Agreements, the Agency and the Price Company now desire to amend the DDA to provide for a car dealership(s) as a permitted use on the Premises. The sales and use taxes generated from the Premises, during the term of the Master Lease Agreement are not to be included within the sales and use taxes generated at the Price Club Plaza for purposes of calculating the payments to be made by the Agency to the Price Company pursuant to the DDA and the Note; and, WHEREAS, the Agency has duly considered all terms and petitions of the proposed Agreement and believes that the Agreement is in the best interest of the City of San Juan Capistrano and the health, safety and welfare of its residents, and in accord with public purposes and provisions of the applicable estate and local law and requirements. 1 0 9 NOW, THEREFORE BE IT RESOLVED, the City Council of the City of San Juan Capistrano, California, as follows: 1. The City Council has received and heard all oral and written objections to the proposed Agreement and to other matters that pertain to this transaction,and that all such oral and written objections are hereby overruled. 2. The City Council hereby finds and determines that the proposed Amendments to the Disposition and Development Agreement and Promissory Note are a benefit to the Project Area and are meeting the goals of the Redevelopment Plan. 3. The Amendment to the original Disposition and Development Agreement is hereby approved. 4. The City Council hereby authorizes the City Clerk to deliver a copy of this resolution to the Executive Director and Members of the Agency Board of Directors. A copy of the Agreement,when executed by the Agency, shall be placed on file in the Office of the City Clerk. The foregoing resolution was regularly introduced and adopted at a joint meeting of the City Council in San Juan Capistrano and the Community Redevelopment Agency duly held on day of 1993. PASSED, APPROVED, AND ADOPTED this day of 1993. Gil Jones, Mayor ATTEST: Cheryl Johnson, City Clerk 2 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SAN JUAN CAPISTRANO ) 1, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, CITY CLERK 0 RESOLUTION NO. APPROVING MASTER LEASE AGREEMENT BETWEEN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY AND THE PRICE COMPANY A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING A MASTER LEASE AGREEMENT OF THAT CERTAIN 237,838 SQUARE FOOR PORTION OF THE PRICE CLUB PLAZA CONTAINING BUILDING #6, WHICH PROPERTY IS LOCATED IN THE SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT AREA. WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (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 a Master Lease Agreement (the "Agreement"), made a part hereof by reference, with The Price Company (the "Lessor") for the lease of the premises (the 'Premises") in the San Juan Capistrano Central Redevelopment Project Area, described in the Agreement as approximately that 237,838 square feet portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6); 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 and the proposed lease of the Premises, having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; and, WHEREAS, the Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the Premises 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, the proposed lease agreement was determined by the Planning Director to be Categorically Exempt pursuant to California Environmental Quality Act Guidelines (CEQA), Class 5. -1- 0 0 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano, California, as follows: 1. The City Council has received and heard all oral and written objections to the proposed Agreement and to the proposed lease of the Premises and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The City Council hereby further finds and determines that all consideration under the Agreement is in an amount necessary to effectuate the purposes of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project. 3. The Categorical Exemption adequately considered all environmental impacts potentially caused by the proposed lease of Premises as there are no substantial changes in the proposed lease which would alter the determination that the project is exempt under CEQA Guidelines, Class 5. 4. The lease of the Premises and the proposed Agreement, which establish the terms and conditions therefor, are hereby approved. 5. The City Council hereby authorizes the City Clerk to deliver a copy of this resolution to the Executive Director of the Agency. A copy of the Agreement, when executed by the Agency, shall be placed on file in the Office of the City Clerk. PASSED, APPROVED, AND ADOPTED this day of 1993. GIL JONES, MAYOR ATTEST: CHERYL JOHNSON, AGENCY SECRETARY -2- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CER'T'IFY that the foregoing is a true and correct copy of Resolution No. adopted by the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, CITY CLERK 0 0 RESOLUTION NO. APPROVING SUBLEASE AGREEMENT BETWEEN THE SAN JUAN CAPISTRANO COMMUNITY R E i PMENT AGENCY AND WESELOH INVESTMENTS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING A SUBLEASE AGREEMENT OF THAT CERTAIN 237,838 SQUARE FOOT PORTION OF THE PRICE CLUB PLAZA CONTAINING BUILDING #6 TO WESELOH INVESTMENTS,WHICH PROPERTY IS LOCATED IN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT PROJECT AREA. WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (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 a Sublease Agreement (the "Agreement"), made a part hereof by reference, with Weseloh Investments (the "Sublessee") for the lease of the premises (the "Premises")in the San Juan Capistrano Central Redevelopment Project Area, described in the Agreement as approximately that 237,838 square foot portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6). 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 and the proposed lease of the Premises, having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; and, WHEREAS, the Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the Premises thereto is in the best interest 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, the proposed sublease agreement was determined by the Planning Director to be Categorically Exempt pursuant to California Environmental Quality Act Guidelines (CEQA), Class 5. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano, California, as follows: 1. The City Council has received and heard all oral and written objections to the proposed Agreement and to the proposed lease of the Premises and to other matters pertaining to this transaction, and that -1- 9 0 all such oral and written objections are hereby overruled. 2. The City Council hereby finds and determines that the consideration and improvements by the Sublessee for the lease of the Premises is in accordance with the covenants and conditions governing such lease. The City Council hereby further finds and determines that all consideration under the Agreement is in an amount necessary to effectuate the purposes of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project. 3. The Categorical Exemption adequately considered all environmental impacts potentially caused by the proposed lease of Premises as there are no substantial changes in the proposed lease which would alter the determination that the project is exempt under CEQA Guidelines, Class 5. 4. The lease of the Premises and the proposed Agreement, which establish the terms and conditions therefor, are hereby approved. 5. The City Council hereby authorizes the City Clerk to deliver a copy of this resolution to the Executive Director and Members of the Agency Board of Directors. A copy of the Agreement, when executed by the Agency, shall be placed on file in the Office of the City Clerk. PASSED, APPROVED, AND ADOPTED this day of 1993. GIL JONES, MAYOR ATTEST: CHERYL JOHNSON, CITY CLERK -2- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CTTY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, Agency Secretary of the Redevelopment Agency of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of CRA Resolution No. adopted by the Community Redevelopment Agency of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, CITY CLERK DRAFT SECOND AMERDDairr OF DISPOSITION AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT (•Amendment'•) is entered into this _ day of , 199_ by and between SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ( •Agency") and THE PRICE COMPANY ("Developer• ) with reference to the following facts : A. The Agency and the Developer entered into that Certain Disposition and Development Agreement dated December 16, 1986 ("DDA") pertaining to the "Site" (as defined in the DDA) consisting of approximately 23.032 gross acres located within San Juan Capistrano ('Site") . Among other things the DDA provides for the Agency to make certain payments to the Developer based upon the sales and useAtaxes generated from all business and activities conducted on the Site, ursuant terms of that certain yrOmisaory note, describe Jan__spct on 2 of the DDA 'blots") , 0. In conjunction herewith, Developer, as landlord, and Agency, as tenant, are entering into that certain Master Lease Agreement ('Master Lease Agreement") for the portion of the Site described on Exhibit A attached hereto and the approximately 43,000 square foot building located thereon ("Premises•) , and the Agency, as sublandlord, and Weselch Investments, a California corporation, as subtenant, are entering into that certain Sublease Agreement for the Premises ("Sublease Agreement") , pursuant to which Master Lease Agreement and Sublease Agreement the Premises will be used for "Car Dealersbip(s)" (as defined in the Master Lease Agreement) . C. The terms of the Master Lease Agreement provide for the Agency to pay to Developer "Sales Tax Rent" (as defined in the Master Lease Agreement) based upon the sales and use ' a generated from any and all business activities con uc a on or from the Premises. D. In order to make it possible to enter into the Master Lease Agreement and the Sublease Agreement, the Agency and Developer now desire to amend the DDA to provide that the Premises may be put to the above-described use and that the salsa and us taxes generated from the Premises during !,h_e term of the es •r sass A reemen are not to be included KiLhin the as laxan ANSAageg.generated on the Site for purposes of ealeulst ng the payments to be made by the Agency to the Developer pursuant to the DDA and the Note. MM, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows: SII `fid ^/ bt z _1 S3 1. Ezclusi n of rax Rev -noes [roe he premia s.J� Notwithstanding anything elseAto the contrary contained in the DDA and the Note, for the duration cfAthg term of the Master Lease Agreement the term •Taz Revenues", as defined in xect� 301(a) of the DDA and paragraph 7(a) of the IioteL shall not include taxes derived by the City and/or the Agency for the imposition of the Bradley Surna Uniform Local Sales and Use Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended, arising from any and all business and activities conducted from time to time on or from the Premises. 2. Car Dealers a4 Permitted Use. Notwithstanding anything to the contrary contained in the DDA, including but not limited to paragraph IC of the Scope of Development which is Attachment No. 5 to the DDA, for the duration of the terms of the Master Lease Agreement and the Sublease Agreement the Premises may be used for the uses provided for in Section 2. 01 of the Master Lease Agreement. /13 . Further Assurances. The parties hereto agree to take such further actions and execute such additional documents and instruments as may be necessary to carry out the intent of this Amendment. &A CprtilMiric Effect of DLIA. EZeept as expressly provided herein, the DDA shall continueAunmodified and in full force and effect. A_ Miscellaneous. (a) Counterparts and Ex cution. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all or which shall constitute one (1) Amendment, binding on the parties hereto. The signature of any party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart. (b) Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California. (d) Entire Agreement; Modification. This Amendment together with the Exhibits attached hereto contain the entire understanding among the parties hereto and supersedes any prior or contemporaneous understanding, correspondence, negotiations, or agreements between them respecting the within subject matter. No alteration, modification, or interpretation of this Amendment shall be binding unless in writing and signed by both parties. 01/06/93 2621q/2299/000 -2- IV WITNESS WR2REOS, the parties hereto have executed this Amendment as of the day and year first above written. THE PRICE COMPANY By: Its: Sy: Its• SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Its: By: Its: 01/06/93 2621q/2299/000 -3- DRAFT OF 3/�5l DRAFT �'''`F MASTER LEASE AGREEMENT (Car Dealership - San Juan Capistrano) AGREEMENT made this day of , 191I#A by and between THE PRICE COMPANY, a California corporation (referred to herein as "Landlord") and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (referred to herein as "Tenant") . RECITALS A) Landlord wishes to lease to Tenant the Premises referred to herein (which is part of a "Shopping Center" as defined herein) in order that Tenant may sublease the Premises to Weseloh Investments, a California corporation (the "Subtenant") . B) Concurrently with the execution of this Lease, the Tenant is executing a sublease of the Premises to the subtenant. NOW THEREFORE, in consideration of the mutual covenants herein, the Landlord and Tenant agree as follows: ARTICLE I DEFINITIONS, PREMISES. TERM 1.01 Definitions. A) "Adjacent Price Club" shall mean that Price Club which is located on land adjacent to the Premises. B) "Approved Car Dealership" shall mean a factory authorized Ford, Toyota or Chevrolet Car Dealership. C) "Base Rent" is defined in Section 3 .01. D) "Building" shall mean that approximately 45,000 s.f. building which is part of the Premises. E) "Car Dealership" shall mean a retail sales dealership which sells and leases new and used automobiles and trucks. F) "City shall mean the City of San Juan Capistrano. G) "Commencement Date" shall mean the date the Term of this Lease begins as provided in Section 1.04 herein. ISIMWESH.OH.AGR I H) "Governing Interest Rate" shall mean the lesser of (i) the prime rate charged by Wells Fargo Bank of California, plus two percentage points determined as of the date interest begins to accrue and (ii) the maximum rate permitted by law. I) "Initial Term" is defined in Section 1. 04 herein. J) "Landlord" shall mean the Landlord named herein and its successors and assigns. K) "Law" shall mean any judicial decision, statute, constitution, ordinance, regulation, rule, administrative order, or other requirements of any municipal, county, state, federal, or other governmental agency or authority having jurisdiction over the Landlord and Tenant or the Premises, or both, in effect either at the time of execution of this Lease or at any time during the Term, including, without limitation, any regulation or order of a quasi- official entity or body (e.g. , Board of Fire Examiners or public utilities) . L) "Lease" shall mean this Lease Agreement. M) "Lease Termination Date" shall mean the last day of the "Term" as provided herein or upon earlier termination of this Lease. N) "Permits" is defined in Section 1. 03 herein. O) "Permittees" shall mean Tenant's employees, servants, licensees, tenants, subtenants, customers, invitees, and contractors. P) "Person" shall mean and include an individual, corporation, partnership, unincorporated organization or government, or any agency or political subdivision thereof. Q) "Premises" shall mean the land described on Exhibit A attached and approximately 45; 000 s.f. building located thereon. R) "Rent" is be defined in Section 3 .06. S) "Rent Adjustment Date" is defined in Section 3 . 01(B) . T) "Repairs" shall mean repairs, replacements, altera- tions, changes, and improvements. U) "Renewal Term" is defined in Section 1. 05. V) "Restoration" is defined in Section 6. 01 herein. W) "Sales Tax Rent" is defined in Section 3 . 03 . UIMWFSELOILAGA = X) "Shopping Center" is that tract of land described in Exhibit B attached hereto and improvements thereon. Y) "Sublease" shall mean the sublease of this lease by the Community Redevelopment Agency of the City of San Juan Capistrano to Weseloh Investments, a ,California corporation in the form attached hereto as Exhibit B E. Z) "Subtenant" shall mean Weseloh Investments, a California corporation. AA) "Tenant" shall mean the Tenant named herein and its successors and assigns as permitted herein. BB) "Tenant Improvements" shall mean improvements made to the Premises by the Tenant, or the Subtenant. CC) "Term" shall mean the Initial Term or the Initial Term as then extended pursuant to Section 1.05 herein. 1.02 Lease of Premises. A) Landlord leases to Tenant and Tenant leases from Landlord the Premises, upon the terms and conditions of this Lease. B) The Premises are leased in their "AS IS" condition. Tenant acknowledges that it is relying on its own investigation of the Premises, including, but not limited to, the physical condition of the Premises, and further acknowledges that the Landlord makes no representation or warranty with respect to the Premises or any other matter pertaining to this Lease except as specifically provided herein. C) This Lease of the Premises is subject to (i) all covenants, conditions, restrictions, easements, liens and encum- brances, and other matters of record affecting the Premises, and (ii) all Laws. 1.03 Conditions. The Term of this Lease shall not commence unless and until the Tenant's Subtenant has obtained (i) all necessary governmental zoning, site plan, architectural and other governmental discretionary approvals but excluding building permits, (collectively the "Permits") from the City of San Juan Capistrano to operate a new automobile retail sales dealership on the Premises and (ii) Tenant has obtained permission from the City of San Juan Capistrano to have a free standing freeway oriented monument sign upon such terms and conditions, including but not limited to consideration to the City as may be mutually agreed to in a separate written agreement (the "Sign Agreement") between the City and the Subtenant (iii) the applicable factory has approved of the location of the new automobile dealership on the Premises and (iv) financing necessary to oper. the automobile dealership has been 12Im:WLSFl os.ACR 3 obtained by the Subtenant. In the event that the Subtenant has not given the Landlord and Tenant written notification that all of the aforementioned conditions have been satisfied within €e"La (4) �L_ moi — 3S1 sla -. after the date of this Lease then this Lease Agreement stall be deemed terminated except for any liabilities or obligations which accrue prior to such termination. 1. 04 Initial Term. The initial Term of this Lease shall begin on the date the Subtenant has received all of its Permits but in no event later than four (4) months after the date hereof (referred to herein as the "Commencement Date") , and shall terminate ten (10) years and one hundred eighty (180) days after the "Commencement Date" (referred to herein as the "Initial Term") . 1.05 Option to Extend Lease Term. A) Tenant may, at Tenant's option, extend the Initial Term of this Lease for four consecutive periods of five (5) years each (individually called a "Renewal Term") , subject to all the provisions of this Lease, except for any further renewals of the Term. The Renewal Term shall commence at the expiration of the Initial Term, (or the then current Renewal Term) as the case may be, and shall terminate on the last day prior to the fifth anniversary of the date of commencement of the Renewal Term, in question unless sooner terminated as provided herein. B) After the exercise of an option to extend, all references in this Lease to the "Term" shall be considered to mean the Term as extended, and all references to termination or to the end shall be considered to mean the termination or end of the Renewal Term. C) Failure to duly exercise the option for any Renewal Term shall nullify the option for the remaining Renewal Terms. D) Tenant's right to extend the Term and Tenant's rights to the Renewal Term are subject to: 1) the following conditions precedent: a) This Lease shall be in full force and effect at the time notice of exercise is given and on the last day of the Initial Term or the then current Renewal Term, as applicable. b) Tenant shall not be in default beyond the applicable cure periods as provided in Section 13 . 01 herein: (i) at the time notice of exercise is given; or (ii) on the last day of the Initial Term or current Renewal Term as the case may be. 2) compliance with the following procedure for exercising the option: u1m:wFSFJAB.Acx a) At least one (1) year, but not more than eighteen (18) months before the last day of the Initial Term or the current Renewal Term as the case may be, Tenant shall give Landlord written notice irrevocably exercising the option. b) Each party shall, at the request of the other, execute a memorandum acknowledging the fact that the option in question has been exercised. E) Neither the foregoing option granted to Tenant to renew this Lease, nor the exercise thereof by Tenant, shall prevent Landlord from exercising any right granted or reserved to Landlord in this Lease or which Landlord may have by virtue of any law or otherwise, to terminate this Lease, either during the Initial Term or during any Renewal Term. Any lawful termination of this Lease shall serve to terminate the Renewal Term, whether or not Tenant shall have exercised same. Any right on the part of Landlord to terminate this Lease shall continue during the Renewal Term, and the foregoing option granted to Tenant to renew this Lease shall not be deemed to give Tenant any further option to renew this Lease. 1.06 Tenant's Right to Terminate Lease. A) If at any time during the Term, all or substantially all of the Adjacent Price Club is not open to the public for business for a period of one hundred and thirty-five (135) consecutive days, for reasons other than force majeure, damage, destruction, repairs or alterations, or if the Adjacent Price Club closes and the Price Company gives Tenant written notice stating that it does not expect or intend to reopen the Adjacent Price Club within the aforementioned one hundred and thirty-five (135) day period then Tenant shall have the right to terminate this Lease upon at least six (6) months prior written notice of termination given by Tenant to Landlord and provided further that such notice must be given to Landlord no later than twelve (12) months after the earlier of (i) the expiration of the aforementioned one hundred and thirty-five (135) day period or (ii) the date Tenant receives written notice from The Price Company stating that it does not expect or intend to reopen the Price Club within the aforementioned one hundred thirty-five (135) day period. B) If at any time during the Term the Adjacent Price Club, commences to sell or lease automobiles and trucks to its members from the Adjacent Price Club then in such event the Tenant may terminate this lease at any time during the period beginning twelve (12) months after the first sale or lease of an automobile or truck by the Adjacent Price Club as aforementioned and ending twenty-four (24) months after such first sale or lease. If tenant elects to terminate this lease the lease shall terminate sixty (60) days after Landlord receives such termination notice; However, this lease shall not terminate in the event Price Club permanently uuss:wUE oa.AGR s ceases such sale and leasing of automobiles and trucks and gives Tenant written notice of such permanent cessation within thirty (30) days after receipt of Tenant's notice of lease termination. For purposes of this paragraph (B) , Tenant shall not be entitled to terminate this lease due to sales or leases of automobiles or trucks to members of the Adjacent Price Club which sales or leases occur at a location other than the Adjacent Price Club. In the event Tenant terminates this Lease pursuant to the provisions of this Section 1. 06 (B) then notwithstanding anything in Section 14 . 01(B) to the contrary Landlord may not elect as provided in Section 14. 01 (B) to require Tenant to remove all alternations that Tenant has made to the Premises and restore same to condition that existed prior to such alterations. 1. 07 Tenant Liability Limitation. A) All of the obligations of the Tenant hereunder (other than the payment of the Sales Tax Rent pursuant to Section 3 . 03) shall be the obligation of the Subtenant for the benefit of the Landlord including but not limited to the payment of rent and other charges which the Subtenant shall pay directly to the Landlord and Tenant shall not be liable to Landlord for the performance of such obligations. In the event the Subtenant fails to perform any of its obligations under this Master Lease or the Sublease, the Landlord may ac its option terminate this Master Lease and the Sublease in addition to exercising all other rights or remedies available at law or equity provided that the Tenant shall have no liability to the Landlord for obligations under this Lease required to be performed by the Subtenant pursuant to this Lease or pursuant to the Sublease. B) The Tenant shall be obligated to pay the Sales Tax Rent to the Landlord notwithstanding anything in paragraph (A) herein to the contrary. C) In the event Subtenant defaults with respect to any of its obligations under the Sublease or this Master Lease, then Landlord shall have all rights and remedies that the Tenant would have against the Subtenant in addition to all other rights and remedies at law or equity including but not limited to the right of eviction. ARTICLE II USE AND OPERATION OF PREMISES - SEOPPIM CENTER 2.01 IIs* of Premises. A) Tenant shall use the Premises only for two or more Car Dealerships provided that during first two (2) years beginning on the earlier of six (6) months after the Commencement Date or the 12Im:WFSZAH.AGR date a Car Dealership first opens for business to the public, there must be at least one "Approved Car Dealership" operating on the Premises. The Premises may not be used for any other purposes. The Tenant is absolutely prohibited from changing the limited use as aforementioned. B) In the event that a court ever holds that the Tenant may use the Premises for any use other than that provided in Section 2. 01 (A) above and Tenant uses or attempts to so use the Premises, then Landlord may at its option terminate this Lease by sending the Tenant a written notice of termination no later than thirty (30) days after such court decision becomes final and non-appealable in which case this Lease shall terminate thirty (30) days after such notice is given. 2. 02 No Public Use. Tenant shall not suffer or permit the Premises, or any portion thereof, to be used by the public, as such, in a manner as might reasonably tend to impair the interest of Landlord or Landlord's designees in the Premises or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of the Premises or any portion thereof. 2. 03 Landlord's Entry on Promises. A) Landlord and its authorized representatives shall have the right to enter the Premises upon prior telephone notice at all reasonable times for any of the following purposes: 1) to determine the condition of the Premises and whether Tenant is complying with its obligations under this Lease; 2) to do, at its option, any Repairs to the Premises where Tenant has failed to do so; 3) to serve, post, or keep posted any notices required or allowed under the provisions of this Lease. B) Landlord shall conduct its activities on the Premises as allowed in this section in a manner that will cause the least possible inconvenience, annoyance, or disturbance to Tenant. Nothing in this section shall be deemed to impose any obligation on the part of Landlord to do anything that is allowed by this section. 2.04 Landlord's Riaht of Recanture - Closed Business A) (1) If at any time during the two (2) year period beginning on the earlier of the date an Approved Car Dealership opens on the Premises for business to the public or six (6) months after the Commencement Date (such two year period referred to 121M:WFSUDH.AGR 7 herein as the "Initial Operating Period") , all or substantially all of the Premises is not open to the public for business as an Approved Car Dealership for a period of one hundred thirty five (135) consecutive days for reasons other than force majeure, damage and destruction, repairs and alterations (provided, however, that such repairs and alterations are of a nature that would reasonably cause Tenant to close all or substantially all of the Premises, and that Tenant promptly commences such repairs and alterations after closing, and is proceeding with diligence towards their completion) or eminent domain, Landlord shall have the right to recapture the Premises in accordance with the provisions of paragraph (B) below, which right to recapture shall be Landlord's sole remedy in the event the Premises are not open to the public for the one hundred and thirty-five (135) day period as aforesaid. 2) If at any time beginning after the Initial Operating Period, all or substantially all of the Premises is not open to the public for business as an Approved Car Dealership for a period of one hundred thirty five (135) consecutive days for reasons other than force majeure, damage and destruction, repairs and alterations (provided, however, that such repairs and alterations are of a nature that would reasonably cause Tenant to close all or substantially all of the Premises, and that Tenant promptly commences such repairs and alterations after Closing, and is proceeding with diligence towards their completion) or eminent domain, Landlord shall have the right to recapture the Premises in accordance with the provisions of paragraph (B) below, which right to recapture shall be Landlord's sole remedy in the event the Approved Car Dealership is not open to the public for the one hundred and thirty-five (135) day period as aforesaid. Notwithstanding the aforementioned, the Landlord shall not be entitled to recapture the Premises pursuant to this paragraph (2) provided that Tenant gives Landlord written notice within the aforementioned 135 day period or during the notice period provided for in Section 2. 04 (B) below that Tenant elects that the Sales Tax Rent beginning on the expiration of such 135 day period will not be less than the Guaranteed Sales Tax Rent referred to in Section 3 . 03 (C) . 3) If at any time beginning six (6) months after the Commencement Date all or substantially all of the Premises is not open to the public for business as a Car Dealership for a period of one hundred and thirty-five (135) consecutive days for reasons other than force majeure, damage and destruction, repairs and alterations (provided however that such repairs and alternations are of a nature that would reasonably cause Tenant to close all or substantially all of the Premises, and that Tenant promptly commences such repairs and alterations after closing and is proceeding with diligence towards their completion) or eminent domain, Landlord shall have the right to recapture the Premises in accordance with the provisions of paragraph (B) below which right LUMMFSEWH.AGR r to recapture shall be Landlords sole remedy in the event the Premises are not open to the public as a Car Dealership for the 135 day period as aforesaid. B) At any time after the one hundred thirty five (135) day period +as set forth in paragraph (A) above has occurred, Landlord may, at its option, give to Tenant a notice (hereinafter "Notice of Recapture") . Landlord, in its Notice of Recapture, shall set forth a date not less than sixty (60) , nor more than ninety (90) days from the date of such notice (the "Notice Period") , as the date for the termination of this Lease, and upon such date, this Lease shall terminate subject however to the limitations in Section 2 . 04 (A) (2) . No such termination shall occur, however, if prior to the time a Notice of Recapture is given or if during the Notice Period, the conditions in paragraph (A) permitting the recapture no longer exists in which event Landlord's Notice of Recapture shall be automatically revoked. 2.05 Use of Common Areas. During the Term, the Tenant and its "Permittees" shall have the nonexclusive right, along with the Landlord and designees of Landlord, of ingress and egress to and from the public streets and the Shopping Center and the Premises. Neither the tenant nor its Permittees may park vehicles within the Shopping Center other than within the confines of the Premises. 2.06 Landlord's Rights. Landlord shall have the following rights: (a) to close all or any portion of the e- ommon "''rea, including the parking area, to such extent and for such period of time as may, in the reasonable opinion of Landlord's counsel, be necessary to prevent a dedication thereof or the accrual of any rights or any person or the public therein; (b) to close all or any portion of the e---dommon A__Orea temporarily to discourage non- customer use; provided, however, that any such closure shall not occur during the hours the Premises are regularly opened to the public; (c) to establish, modify, or enforce reasonable rules or regulations applicable to all tenants and Landlord with respect to the use of said area, the Tenant agrees that it and its Permittees shall comply with such rules and regulations upon the notice to Tenant thereof; (d) to transfer, in whole or in part, any of Landlord's rights under this paragraph to any other tenant(s) , subtenant(s) , or other occupant(s) of the Shopping Center, or to such other party(ies) or designee(s) as Landlord may, from time to time, determine; and (e) to take any other act necessary or desirable in connection with the performance of any obligation of Landlord or any other party pursuant to any easement agreements. 2.07 Shopping Center Development. A) Tenant acknowledges that the Shopping Center may be developed in stages by Landlord. Landlord makes no representations of any kind or nature as to the size, location, or time of construction of any of the development of the Shopping Center, and uIm:weseWHAGx s Landlord shall have the right from time to time to change the size, location and/or nature of such improvements located within the Shopping Center. Landlord reserves the right to construct other buildings or improvements in the Shopping Center, and/or on the lands adjacent thereto, and to build additional stores in any such building or buildings, and to build adjoining the same, and to construct double-deck, subterranean, or elevated parking facilities.- Landlord shall also have the right to increase or expand the size of the Shopping Center by adding additional land, buildings, and other structures to the Shopping Center. In such event, all provisions of this Lease pertaining to the Shopping Center shall mean the Shopping Center as increased, modified, expanded, or altered by Landlord. In the event Landlord makes any changes to the Shopping Center, Tenant must have reasonably comparable access from the Premises to Bakery-1lGheTe Park Road as the access existed prior to any such change. ..................... B) Any new lease of space within the shopping center entered into after the date of this Lease shall contain the following provision, during the Term of this Lease: "Tenant may not engage in the trade or business of selling or leasing of new or used automobiles and trucks within the premises as defined. " Under no circumstances shall the Landlord be liable to any party if any tenant breaches the aforementioned provision. Notwithstanding the aforementioned, under no circumstances shall the Price Club located within the a—(hopping a--Center be restricted from selling or leasing new or used automobiles. ARTICLB III RENT 3.01 Base Rent. A) Tenant shall pay to Landlord during the term a "Base Rent" of Three Hundred Thousand and 00/100 Dollars ($300,000. 00) per annum, subject to increases as provided in paragraph B below) , payable in advance in twelve (12) equal monthly installments on the first day of each calendar month. Notwithstanding the aforementioned, no Base Rent monthly installments shall be due for the first one hundred eighty (180) days of the Term. If the one hundred and eightieth (180th) day is other than the last day of a calendar month, the first monthly installment shall be pro-rated on a daily basis based upon the number of days from the first day after such one hundred eighty (180) day period until the end of such calendar month. I2IM:WFSEIAB.AGR It 0 0 B) The Base Rent shall be increased on the fifth (5th) anniversary of the Commencement Date and every five (5) years thereafter during the Term (the "Rent Adjustment Date") by an amount equal to twelve (12%) percent of the Base Rent for the year preceding the Rent Adjustment Date. 3.02 Common Area Rent. A) In addition to the Base Rent Tenant shall pay to Landlord during the Term a "Common Area Rent" of $3, 000 per annum (the "Initial Common Area Amount") (subject to increases as provided in paragraph B below) payable in advance in twelve (12) equal monthly installments) . B) (1) The Common Area Rent shall be increased on each anniversary of the Commencement Date (the "Adjustment Date") by an amount equal to the product of $3000 multiplied by the Percentage Increase (as defined below) . For purposes of this Section 3 .02 (B) the following definitions shall apply: a) "Price Index" shall mean the consumer Price Index for all Urban Consumers for Los Angeles, Anaheim, Riverside based upon the year 1962 - 1964 = 100 as published by the U.S. Department of Labor Bureau of Labor Statistics. b) "Base Price Index" shall mean the Price Index published just prior to the date of this Lease. c) "Adjustment Date" means each anniversary of the Commencement Date. d) "Adjustment Price Index" shall mean the Price Index published just preceding the Adjustment Date. e) "Percentage Increase" shall mean the percentage equal to the fraction the numerator of which is the Adjustment Price. Index less the Base Price Index and the denominator of which is the Base Price Index. For example, assuming a Base Price Index is 110 and an Adjustment Price Index of 121, the Percentage Increase would be 121 - 110/110 - 10%. 2) Landlord shall deliver to Tenant a Common Area Rent Adjustment Statement setting forth the (i) Base Price Index, (ii) Adjustment Price Index, (iii) Percentage Increase, and (iv) the change, if any, in the Common Area Rent from the year just preceding the Adjustment Date. Tenant shall continue to pay the Common Area Rent at the rate applicable to the year just preceding the Adjustment Date until such time as the Landlord has delivered a Common Area Rent Adjustment Statement to the Tenant. If Landlord gives the Tenant the Common Area Rent Adjustment Statement after 121m:wFsecoe.ACR 11 receipt of such statement, Tenant shall pay to Landlord increased Common Area Rent due since the Adjustment Date and thereafter pay the new adjusted Common Area Rent as the same becomes due. 3) Any Common Area Rent Adjustment Statement sent by Landlord to Tenant shall be conclusively binding upon the Tenant unless, within ninety (90) days after such Statement is received, Tenant will send written notice to Landlord objecting to such statement and specifying the respect in which such statement is claimed to be incorrect. 4) In the event that the Price Index is converted to a different standard reference base or otherwise revised, then the Price Index shall be adjusted to the figure that would have been arrived at had the change in the manner of computing the Price Index, in effect at .the date of the Base Price Index, not been altered. If the Price Index shall no longer be published by the Bureau of Labor Statistics, then any comparable substitute or successor index evaluating the information theretofore used in determining the Price Index published by said Bureau or "-other governmental agency of the United States and similarly adjusted as aforesaid shall be used. If such Price Index (or a successor or substitute index similarly adjusted) is not available, a reliable governmental or other reputable publication evaluating the information theretofore used in determining the Price Index shall be used. 3.03 Sales Tas Rent. A) In addition to the Base Rent, tenant shall pay to Landlord an amount equal to twenty-two and one-half percent (22 1/2%) of the "Tax Revenues" as defined in paragraph (B) below collected by the City or any agency of the City from any and all business activities conducted on or from the Premises during the Term (referred to herein as the "Sales Tax Rent") . The Sales Tax Rent shall be due and payable on the last day of each calendar month during which the Tax Revenues are received by the City (or any of its agencies) . B) "Tax Revenues" shall mean the portion of taxes derived by the City and/or an agency of the City from the imposition of the Bradley Burns Uniform Local Sales Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended arising from all businesses and activities conducted on the Premises from time to time or any sales and/or use tax law which may be enacted in the future in conjunction with or in place of the Bradley Burns Uniform Local Sales and Use Tax Law. "C) (1) In the event that at any time during the Term the Tenant elects pursuant to Section 2.04 (A) (2) that the Sales Tax Rent, shall not be less than the Guaranteed Sales Tax Rent, then uun:wFsewH.AGR u beginning on the expiration of the one hundred and thirty-five (135) day period referred to in Section 2.04 (A) (2) , and continuing for the balance of the Term the Sales Tax Rent due Landlord each year shall in no event be less than the Guaranteed Sales Tax Rent as defined in paragraph (C) (2) below. 2) "Guaranteed Sales Tax Rent" shall be the Average Annual Sales Tax Rent for the two (2) fiscal years just proceeding the date of closing of the Approved Car Dealership provided however if the Approved Car Dealership has not been open for business for at least two (2) fiscal years, then the Guaranteed Sales TaRent shallbe the Sales Tax Rent for the fiscal year just gr4"iding p�ecsedi the date of Closing of the Approved r••`---" ' - _. __ , 6a4e Cyd Dealership. " 3.04 Sales Tax Rent - Documentation. Audits A) Tenant's Subtenant shall deliver to Tenant and Landlord copies of Subtenant's sales and use tax reports (and any Amendments thereof) concurrently with the filing of same with the State of California. B) Tenant shall keep at the Premises (or make available at the Premises) , for at least eighteen (18) months after expiration of each Lease Year, full, true and accurate books of account and records conforming to generally accepted principles, showing all of the gross sales and rentals transacted at, in on, about, or from the Premises for such Lease Year, including all tax reports, dated cash register tapes, sales checks, sales books, bank deposit records, and other supporting data. In the event of a dispute between Landlord and Tenant with respect to the accuracy of any statement submitted relating to sales and rentals, all of Tenant's books of account, records, and supporting data shall be retained by Tenant until such dispute is finally resolved. C) Within twenty (20) days after the end calendar month or portion thereof, included in the Term, tenant shall furnish to Landlord astatement signed and verified by Tenant (or by an authorized officer if Tenant be a corporation) of the Tenant's gross sales and rentals transacted during such month or portion thereof; and within sixty (60) days after the expiration of each Lease Year and within sixty (60) days after the expiration or sooner termination of the Term, Tenant shall furnish to Landlord a statement, hereinafter called the annual statement, certified to Landlord by Tenant's Chief Accounting Officer, of Tenant's gross sales and rentals transacted during the preceding Lease Year. D) Landlord shall have the right from time to time, by its accountants or representatives, upon ten (10) days prior notice, to audit all statements of gross sales and rentals and, in connection with such audits, between the hours of 9:00 a.m. to 5:00 p.m. each business day and no more than two separate audits each UIMM ssio9.AeR 13 year, to examine all of Tenant's records (including all supporting data and other records from which gross sales and rentals disclosed in any statement given to Landlord by Tenant. Tenant shall make all such records readily available for such examination. If any such audit discloses that the actual gross sales and rentals transacted by Tenant and sales and use taxes resulting therefrom exceed those reported, Tenant shall forthwith pay to Landlord such additional Sales Tax Rent as may be so shown to be payable and, if the excess so disclosed shall be more than three (3%) percent of the Gross Sales and use taxes for the Lease Year in question, Tenant shall also then pay the cost of such audit and examination. If, upon audit by any governmental authority, the Gross Sales and rentals, as reported by Tenant in its report to such government authority, shall be increased, Tenant shall promptly notify Landlord of such additional Sales Tax Rent that may be due. 3. 05 intentionally omitted. 3. 06 Additional Rent. In addition to the Base Rent referred to in Section 3 .01, the Common Area Rent referred to in Section 3 . 02 and the Sales Tax Rent, referred to in Section 3 . 02 , all other payments to be made hereunder by Tenant to Landlord shall be deemed to be and shall become "Additional Rent" hereunder, whether or not the same be designated as such, and, together with Base Rent, Common Area Rent and Sales Tax Rent, shall be included in the term "Rent" wherever used in this Lease; and, unless another time shall be herein expressly provided for the payment thereof, the same shall be due and payable on demand or together with the next succeeding installment of Rent, whichever shall first occur. 3. 07 No counterclaim, Abatement, etc. Rent and all other sums payable by Tenant hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense, and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Tenant hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of (a) any damage to or destruction of or any Taking (as hereinafter defined) of the Premises, including improvements thereto or any part thereof; (b) any restriction or prevention of or interference with any use of the Premises, including improvements thereto or any part thereof other than by Landlord; (c) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Landlord; (d) any claim which Tenant has or might have against Landlord; or (e) any failure on the part of Landlord to perform or comply with any of the terms hereof or of any other agreement with Tenant, whether or not Tenant shall have notice or knowledge of any of the foregoing. Nothing contained in the preceding sentence shall preclude Tenant from bringing an independent action against Landlord. Except as expressly provided in this Lease, Tenant waives all rights now or hereafter conferred by statute or otherwise to quit,' terminate or surrender this Lease 121MMUELOHAGR 14 or the Premises or any part thereof, or to any abatement, suspension, deferment, diminution or reduction of rent or any other sum payable by Tenant hereunder. 3.08 Interest on Rent. Each late payment of Rent shall bear interest from its due date until paid, at the Governing Interest Rate. 3.09 Late Charae. Notwithstanding anything to the contrary herein contained, in order to cover the extra expenses involved in handling delinquent payments, Tenant, at Landlords option, shall pay a "late charge" of two percent (2%) of the delinquent payment when such payment of Rent hereunder is paid more than ten (10) days after the due date and more than three (3) days after written demand for Rent by Landlord. It is understood and agreed that this charge is for additional expense incurred by Landlord, and shall not be considered interest. 3.10 Place for Payment of Rent. All payments of Rent shall be made to The Price Company 4649 Morena Blvd. San Diego, California 92117, or such other address designated in writing by Landlord. 3.11 security Deposit. On the Commencement Date, Tenant shall pay the Landlord Twenty-Five Thousand Dollars ($25, 000) as a partial payment of the ren`_ §@~ due for the last month of the Term. ARTICLE IV TAXES, ASSESSNENTS AND UTILITIES 4.01 Impositions. A) The term "Impositions" shall mean all real estate taxes, duties or assessments (special or otherwise) , water and sewer rents, whether ordinary or extraordinary, general or special, foreseen or unforeseen, of any kind and nature whatsoever, which, at any time during the Term. of this Lease, shall be assessed, levied, confirmed, imposed upon or grow out of, or become due and payable in respect of, or become a lien on or be attributable in any manner to the Premises, or the rents receivable therefrom, or any part hereof or any use thereon or any facility located therein or used in connection therewith or any charge or other payment required to be paid to any governmental authority, whether or not any of the foregoing shall be a so-called "real estate tax" . From and after the Commencement Date, Tenant shall pay to Landlord Impositions attributable to the land and Improvements of the Premises. All Impositions or installments thereof payable with respect to the tax year in which this Lease shall commence, and all Impositions or installments thereof with respect to the tax year in which this Lease shall terminate, shall be apportioned. 121MMESUDU AGR IS • i B) With respect to Impositions which by law may be paid over a period of time, without interest or penalties, Landlord shall be deemed to have elected (the "Installment Election") to pay such Impositions over the longest period of time permitted by law, regardless of whether Landlord has in fact so elected. With respect to each year in which the Installment Election is effective and with respect to the Impositions subject to the Installment Election, Tenant's Share of such Impositions) for each year shall be the Pro Rata Share -of the amount which would be required to be paid to the collecting authority as if Landlord had in fact made the Installment Election. 4. 02 Proration of Taxes. A) All or part of the Premises may comprise a tax lot or lots with other property owned by Landlord or other parties ("Other Premises") assessed for real estate tax purposes, together with said Other Premises. Immediately after the Commencement Date, Landlord and Tenant shall attempt to cause the appropriate taxing authorities to assess the Premises for real estate tax purposes separately from all Other Premises. During any period in which the Premises are assessed for real estate purposes, together with any Other Premises, Landlord will pay, before the last day on which payment may be made without penalty or interest, all real estate taxes and assessments which shall be levied against the Premises and said Other Premises (collectively, the "Combined Premises") . Beginning as of the Commencement Date, and thereafter during the Term hereof, Tenant shall reimburse Landlord for that portion of each installment of such combined real estate taxes and assessments which are attributable to the Premises. Each such reimbursement shall be payable within thirty (30) days after a notice from Landlord to Tenant containing a true copy of the real estate tax bill upon which it is based, together with a calculation showing the portion of such bill which is attributable to the Premises (but in no event shall Tenant be required to pay any such reimbursement to Landlord more than thirty (30) days prior to the last day on which the installment on which it is based to be paid without penalty or interest) . In the event the Premises are not separately assessed, but are assessed with the Other Premises, then Landlord shall use reasonable efforts to obtain the assessor's worksheets and other papers relating to such assessment of the Combined Premises, and if such worksheets and papers shall disclose that the assessor in fact separately computed the taxes allocable the Premises, and such worksheets and paper shall be consistent with the taxes levied against the Combined Premises, then the Premises, for the purposes hereof, shall be deemed to have been separately assessed, predicated upon the allocation made by the assessor, and such worksheets shall be deemed to be the assessment of the taxes applicable to the Premises. If said worksheets and papers are unavailable or do not accurately allocate the taxes between the Premises and the Other Premises, then the taxes allocable to the Premises shall be calculated as follows: the percentage of the LZIM FS LOMAGR Is total assessment of the Combined Premises for land (as unimproved) attributable to the Premises shall be equal to the percentage which the square footage of land of the Premises bears the total square footage of land of the Combined Premises; any assessment attributable to the buildings or any other improvements constructed upon the Premises shall be attributable to improvements constructed upon the Other Premises shall be attributable to such Other Premises; provided, however, that if there are buildings and improvements constructed upon the Other Premises, then for purposes of the foregoing calculations, the percentage of the total assessment of the Combined Premises for buildings and improvements attributable to the Premises shall be equal to the percentage which the square footage of the gross leasable floor area, at the time of the assessment of the buildings constructed upon the Premises bears to the square footage of the gross leasable floor area of all buildings constructed within the Combined Premises. 4.03 Other Governmental Charges. Tenant shall pay, before any fine, penalty, interest, or cost may be added thereto or become due or be imposed by operation of law for the nonpayment thereof, all excises, levies, licenses, and permit fees, and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever attributable solely to (a) the Premises, or (b) Tenant, which, at any time prior to or during the Term of this Lease, may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of or become a lien on, the Premises or any part thereof of any appurtenance thereto as the result of or in connection with the use to which the Premises are put by Tenant (notwithstanding that such use may be for the purposes herein permitted or may have been consented to by Landlord) . 4. 04 Exceptions from Immositions• Charges in Lieu of imposi- tions. A) Nothing herein contained shall require Tenant to pay any estate, inheritance, succession, capital levy, corporate franchise, gross receipts, transfer, or income tax of Landlord, nor shall any of the same be deemed to be included within the term "Im- positions" as defined herein. B) Notwithstanding any other provision of this Article IV, if at any time after the date of this Lease the present method of taxation or assessment shall be changed so that in lieu of, as a substitute for (whether in whole or in part) or as a supplement to (provided such supplemental tax relates solely to real estate or revenues from real estate and not to other property or business as well) the taxes now levied, assessed or imposed on real estate and buildings and Improvements thereon, a tax shall be imposed, assessed or levied wholly or partly on the Rent, or a tax, assessment, levy or charge, measured or based, in whole or in part, u1"2:weam.0e.ecac 17 r on the Premises or on the rents derived therefrom, shall be imposed on Landlord, then Tenant shall pay all such taxes so measured or based only to the extent that such taxes would be payable if the Premises was the only property of Landlord subject to such taxes, or the income from operation of the Premises was Landlord's only income, as the case may be. 4. 05 Payment of Impositions. Landlord shall submit to Tenant with respect to each real estate fiscal tax period for which Impositions are payable a bill for the Impositions, together with a true copy of the tax bill. Tenant shall pay Impositions to Landlord within fifteen (15) days after receipt of such tax bill. 4.06 Contest of Tazes. Except as provided below, Tenant shall not institute any proceeding with respect to the assessed valuation of the Premises or any part thereof or the Impositions thereon. If Landlord has not instituted such proceeding for any year or fiscal period, and if at least forty-five (45) days prior to the last day for the institution thereof, Tenant requests Landlord to institute such proceeding, Landlord may, within fifteen (15) days after such request, file with the appropriate municipal authority having jurisdiction thereover, an application for reduction and correction of the tax assessment for such year or fiscal period, failing which, Tenant may file such application on behalf of Landlord. In the event that there should be an increase in Impositions as a result of a proceeding instituted at the request of or by Tenant, then Tenant shall pay the full amount of (a) such increase each year during the Term, and (b) the expenses incurred in connection therewith; provided, however, that if any such Imposition which was increased as a result of a proceeding instituted by or at the request of Tenant for any tax year, shall, for such tax year, subsequently be reduced, Tenant shall receive the benefit of such reduction. If Landlord shall receive a refund of an Imposition for which tenant has made payment, Tenant shall receive such refund thereof after deducting the costs, fees and expenses incurred by Landlord in connection with obtaining such refund. Landlord shall provide Tenant with copies of notices received by landlord from the taxing authorities of any assessments or reassessments of the Premises in sufficient time to enable Tenant to contest same in accordance with the provision of this Section 4.06. 4.07 utilities. Tenant agrees to make its own arrangements, at Tenant's sole cost and expense, for any gas, electricity, and any other utility required in connection with the use and operation of the Premises. Tenant shall pay before delinquency, directly to the appropriate company or governmental agency, all charges for all utilities consumed on the Premises. 121MMEaecoa. GR u ARTICLE O REPAIR. MAINTENANCE AND ALTERATIONS OF PREMISES 5. 01 Tenant' s Repairs and Maintenance. A) Throughout the Term, Tenant, at its sole cost and expense, shall maintain the Premises and keep same in good order and condition, and make all necessary Repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and unforeseen and foreseen, including, but not limited to, Repairs with respect to environmental matters. All Repairs made by Tenant shall be equal in quality and class to the original work. 5.02 Landlord: No Repair Obligations. Landlord shall not be required to furnish any services or facilities or to make any Repairs in or to the Premises. Tenant hereby assumes the full and sole responsibility for the condition, operation, repairs, replace- ment, maintenance, and management of the Premises. 5.03 Structural and Exterior Repairs. Tenant shall not make any structural or exterior changes or Repairs in or to the Premises, including any Restoration, without first obtaining Land- lord's written consent, not to be unreasonably withheld (unless in an emergency situation) , subject, however, in all cases, to the following additional requirements: A) Any structural work shall be completed under the supervision of a licensed architect or engineer, and no such struc- tural or exterior changes or Repairs shall be made except in accor- dance with detailed plans and specifications, all of which shall be submitted to Landlord for prior approval (which shall not be unreasonably withheld) . Plans and specifications submitted to Landlord shall be deemed approved unless, within twenty (20) days of Landlord's receipt thereof, Landlord notifies Tenant of its disapproval and specifies the reason therefor. Tenant shall perform all changes and Repairs in accordance with the approved plans and specifications. B) Any Repairs shall, when completed, be of such character as not to reduce the value of the Premises below its value immediately before such change or alteration. C) Neither the height of any building, nor the Floor Area of any building, nor the footprint of any building may be changed. 5.04 Repairs - General Conditions. All Repairs to the Premises which the Tenant desires or is required to make are subject to the following: 12IM:WFSELOH.AGR 19 A) The Repairs shall be made promptly and in a good and workmanlike manner in compliance with all applicable permits and authorizations and Laws. Upon Landlord's request, Tenant shall furnish evidence that Tenant has obtained all required permits and authorizations. B) The cost of Repairs shall be promptly paid by Tenant so that the Premises shall at all times be free of mechanics' liens for labor and materials supplied or claimed to have been supplied to the Premises. C) Prior to the commencement of Repairs, Tenant shall deliver evidence to Landlord that Tenant has obtained: (i) workmen's compensation insurance, covering all persons employed in connection with Repairs and with respect to whom death or bodily injury claims could be asserted against Landlord, Landlord's designee(s) , Tenant or the Premises and all policies or certificates therefor issued by the respective insurers, bearing notations that such insurance is in good standing; and__ (ii) "builder's risk" insurance. D) if the estimated cost of Repairs exceeds Fifty Thousand Dollars ($50, 000. 00) , before the commencement of the Repairs, Tenant, at is cost, shall furnish to Landlord a perfor- mance and completion bond in a form reasonably acceptable to Land- lord, issued by an insurance company qualified and licensed to do business in California, in a sum equal to the cost of the Repairs guaranteeing the completion of the Repairs free and clear of all liens and other charges and in accordance with plans and specifica- tions. 5.05 Fixtures. Subject to governmental permits and approvals first having been received, Tenant may, at its own cost and expense, place or install or cause to be placed or installed in or upon the Premises such equipment, furniture, and fixtures as Tenant, in its sole discretion, shall deem necessary or appropriate to the conduct of Tenant's business. Tenant may, at its own expense, thereafter, at any time, substitute, replace, or cause to be substituted or replaced with items of comparable quality any or all of said signs, equipment, furniture, and fixtures. 5.06 No Construction Before Notice Notice of Nonresnonsi- bility. No Repairs of any kind, in excess of $10,000. 00, shall be commenced on, and no building or other materials shall be delivered for any Repairs until at least twenty (20) days after written notice has been given by Tenant to Landlord of the commencement of such work or the delivery of such materials. Landlord shall, at any and all times during the Term of this Lease, have the right to post and maintain on the Premises, and to record as required by law, any notice or notices of nonresponsibility provided for by the mechanics' lien laws of the State of California. The work prohibited by this Section, until twenty (20) day written notice U1M:WFSFLOH.AGR m 0 0 thereof has been given to Landlord, includes, as well as actual construction work, any site preparation work, installation of utilities, street construction or improvement work, or any grading or filling of said Premises. 5.07 Claims Against Landlord. Nothing contained in this Lease shall constitute any consent or request by landlord, express or implied, for the performance of any labor or services or the fur- nishing of any materials or other property in respect of the Premises or any part thereof, or as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord. 5. 08 Mechanics' Liens. At all times during the Term, Tenant shall keep said Premises free and clear of all liens and claims of liens for labor, services, materials, supplies or equipment performed on or furnished to said Premises. However, Tenant may, in good faith and at Tenant's own expense, contest the validity of any such asserted lien, claim or demand, provided Tenant pursues such contest diligently and, if Landlord so requests of Tenant in writing, Tenant shall furnish a bond freeing the Premises from any such lien. If Tenant does not cause to be recorded the bond described as aforementioned or otherwise protect the property within ten (10) days after service on Tenant of written request from Landlord to do so, Landlord may, at its option, in addition to any other right or remedy, pay, adjust, compromise and discharge any such lien or claim of lien on such terms and manner as Landlord may deem appropriate. In such event, Tenant shall, on or before the first day of the next calendar month following any such payment by Landlord, reimburse Landlord for the full amount paid by Landlord in paying, adjusting, compromising, and discharging such lien or claim of lien, including any attorneys' fees or other cost expended by Landlord, together with interest at the Governing Interest Rate from the date of payment by Landlord to the date of repayment by Tenant. 5.09 obligations of Law and Boards. Throughout the Term, Tenant, at is sole cost and expense, shall promptly comply with all Laws, including, but not limited to, Laws pertaining to environmental matters, whether or not such Laws shall interfere with the use and enjoyment of the Premises. 5.10 Obligations of Insurance pol ci". Tenant shall observe and comply with the requirements of all policies of public liability, fire, and all other policies of insurance at any time in force with respect to the Premises. 12IM:WESEWa.AGR 21 s. 11 aims. A) Tenant shall have the right to install and maintain a sign or signs affixed to the exterior of the Building on the Premises subject to (1) the written approval of the Landlord, not to be unreasonably withheld, as to dimensions, material, content, location, and design; (2) applicable legal requirements; and (3) insurance requirements. Tenant shall obtain and pay for all required permits and licenses relating to such signs. Copies of all such permits and licenses shall be delivered to Landlord within a reasonable time after their issue. B) Tenant shall not have the right to maintain or install any other signs in or at the Shopping Center. C) Tenant may not install signs, lamps or other illumination devices upon the Premises if the lamps, signs or devices flash or go on and off intermittently, and Tenant agrees it will not place any signs or other structure or obstruction on the roof of the Building, and shall not operate any loudspeaker or other device which can be heard outside of the Building. D) Tenant shall be entitled to place directional signs within the shopping center containing the name of Tenant's business and directing customers to the Premises. The size and location of such signs shall be reasonably determined by Landlord. ARTICLE VI DAMAGE OR DESTRUCTION 6.01 Restoration. A) If, at any time during the Term, the Premises or any part thereof (excluding Tenant personal property, and fixtures) shall be damaged or destroyed by fire or other casualty, Tenant shall notify Landlord and Tenant will promptly proceed with due diligence (subject to reasonable time allowance to adjust any insurance loss, to obtain necessary permits and for unavoidable delay) to repair, replace, or rebuild the Premises (excluding Tenant personal property, and fixtures) as nearly as reasonably possible to its value, conditions and character immediately prior to such damage or destruction (referred to herein as "Restoration") . In the event that Tenant has not commenced the Restoration within a reasonable time as aforementioned, Landlord may give Tenant a written notice to commence Restoration, and if Tenant does not commence Restoration within thirty (30) days after receipt of such notice and diligently pursue such Restoration, Landlord may, at its option, perform such Restoration, in which case Tenant shall reimburse Landlord for the cost of Restoration less insurance proceeds received by Landlord. In the event UIMWESELOa.AGR n Landlord's Mortgagee is legally permitted and, in fact, confiscates insurance proceeds to reduce the outstanding balance of a Mortgage or trust teed-s�HBd on the Premises, the Landlord shall supply the amount of su6E° Iconfiscated funds as may be required for Restoration. In the event that the Building is totally destroyed during the last 12 months of the Term, Tenant shall not be required to rebuild the Building provided Tenant shall still be liable under Section 6.03 . 6.02 Insurance Proceeds. All insurance proceeds payable to Landlord as a result of casualty to the Premises shall be used for the Restoration, provided that any excess insurance proceeds shall be retained by Landlord. If Tenant is in default under this Lease, all such proceeds shall be payable to Landlord with no obligation on the Landlord to use such proceeds to restore the Premises unless and until the Tenant timely cures such default as provided in Section 13 . 01 herein for any deficiency in insurance proceeds. 6. 03 Insurance Proceeds and Deficiency. If the insurance proceeds from policies required to be maintained under Section 7. 01 herein shall be insufficient to pay the entire cost of the Restora- tion, Tenant shall supply the amount of any such deficiency. 6.04 No Abatement. Tenant's obligations under the provisions of this Lease, including, but not limited to, Tenant's Rent obligations, shall not be affected or abated due to any damage or destruction of the Premises, and Tenant hereby specifically waives any and all rights it might otherwise have under any law or statute which are inconsistent with the terms of this Lease. ARTICLE VII INSURANCE 7.01 Casualty Insurance. Tenant, at its sole cost and expense, shall keep the Premises insured during the Term against loss or damage by fire and against loss or damage by other risks now or hereafter embraced by "Extended Coverage", so-called, plus rental insurance, and against such other risks as Landlord, at its option, from time to time reasonably may determine in such amounts and with such deductibles as determined by Landlord but not to exceed the sum of Ten Thousand Dollars ($10, 000.00) ; provided, however, that such insurance policies shall have a minimum coverage equal to one hundred percent (100%) of replacement cost. 7.02 Liability and Other Insurance. Tenant, at its sole cost and expense, shall maintain for the mutual benefit of Landlord, Landlord's designees, and Tenant, as their interests may appear, comprehensive general liability insurance (including premises and fire legal liability insurance) insuring against claims for personal injury, death, and property damage, occurring on, in, or about the Premises and appurtenances thereto, such insurance to L21MME E oaacR 23 afford minimum protection, during the Term, in a combined single limit of at least Five Million Dollars ($5, 000, 000. 00) for injury or death to one or more than one person arising from any one occurrence, and in the amount of One Million Dollars ($1, 000, 000. 00) with respect to property damage; provided, however, that no such policy shall provide for a "deductible" in excess of Ten Thousand Dollars ($10 , 000.00) . The aforementioned insurance shall be primary with respect to any other insurance available to Landlord and shall contain a waiver of subrogation clause against Landlord and Landlord's insurance carrier with respect to all obligations assumed by Tenant under this Lease. 7.03 Simultaneous Insurance: Excess Coverage. Tenant may not effect for its own account any insurance not required under the provisions of this Lease with respect to the Premises, unless Land- lord is also named as assured or insured therein. If Tenant causes insurance in excess of the amounts required pursuant to this Lease, such excess coverage shall accrue to the benefit of Landlord, Mortgagees and all others for whose benefit such insurance must be carried pursuant hereto. 7 .04 Insurance Companies: Renevals: Certificates. All insurance provided for by Tenant in this Article VII shall be ef- fected under valid and enforceable policies issued by insurers of recognized responsibility which are licensed to do business in the state in which the Premises are situated, are well rated by national rating organizations, and have been approved in writing by Landlord, such approval not being unreasonably withheld. Prior to the Commencement Date, and thereafter not less than thirty (30) days prior to the expiration dates of the existing policies theretofore furnished pursuant to this Article VII, certificates of insurers satisfactory to Landlord, bearing notations that such policies are in good standing, shall be delivered by Tenant to Landlord. 7.05 Proceeds. All policies of insurance provided for in Sections 7. 01 and 7.02 herein shall name Landlord and Tenant as the insured as their respective interests may appear, as well as any other designee of Landlord. The policies provided for in Paragraph 7.01 shall name Landlord as loss payee. Subject to the provisions of Article VI herein, such policies shall be payable, if the Landlord shall so require, to any Mortgagee as the interest of any such Mortgagee may appear, pursuant to a standard mortgagee clause. 7.06 Cancellation of Policies. Each such policy or certif- icate therefor issued by the insurer shall, to the extent obtainable, contain an agreement by the insurer that such policy shall not be cancelled without at least thirty (30) days prior written notice to Landlord and to any mortgagee to whom a loss thereunder may be payable. wm:%%SRwa.AGR U 7. 07 Determination of Liability Coverage. Landlord may require that the amount of liability insurance provided by Tenant, as required by the provisions of Paragraph 7. 02 , be increased on the ground that such coverage is inadequate properly to protect the interest of Landlord provided the amount of such insurance must not be commercially unreasonable. ARTICLE VIII ENVIRONMENTAL MATTERS 8. 01 Definition. For purposes of this Article VIII, the term "Hazardous Substance" means any (a) substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. ("CERCLA") ; the Hazardous Materials Transportation Act, 49 U. S.C. Section 1801, at seq. ; the Resource Conservation_ and Recovery Act, 42 U.S.C. Section 6901, at seq. ("RCRA") ; the Toxic Substances Control Act, 15 U.S.C. Section 2601 at seq. ; the Clean Water Act, 33 U.S.C. Section 1251, at seq. ; the California Hazardous Waste Control Act, Health and Safety Code Section 25100, at seq. ; the California Hazardous Substance Account Act, Health and Safety Code Section 25330, at seq. ; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249 .5, et seq. ; California Health and Safety Code Section 25280, at seq. (Underground Storage of Hazardous Substances) ; the California Hazardous Waste Management Act, Health and Safety Code Section 25170. 1, at seq. ; California Health and Safety Code Section 25501, at seq. (Hazardous Materials Response Plans and Inventory) ; or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000, at seq. , all as amended (the above-cited Galifernia eta4e statutes are hereinafter collectively referred to as "the State Toxic Substances Laws") , or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect; (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (c) petroleum or crude oil other than petroleum and petroleum products contained within regularly operated motor vehicles; and (d) asbestos. 121en:wpaEt oe.ecR 2S 0 0 8. 02 IXaintenance of Premises. A) Tenant shall keep and maintain the Premises in compliance with, and shall not cause or permit the Premises to be in violation of, any federal, state or local laws, statutes, ordinances, orders, guidelines, rules or regulations relating to health and safety, industrial. hygiene or to the environmental conditions on, under or about the Premises, including, but not limited to, air, soil and ground water conditions. Tenant hereby covenants and agrees that neither it nor any agent, servant, employee, or tenant shall use, generate, manufacture, handle, store, treat, discharge, release, bury or dispose of on, under or about the Premises, or transport to or from the Premises, any Hazardous Substance in violation of any Law. Without limiting the generality of the foregoing provisions of this subsection, Tenant agrees at all times to comply fully and in a timely manner with, and to cause all of its employees, agents, contractors, subcontractors, tenants and any other persons occupying or present on the Premises to so comply with all federal, state and local laws, statutes, ordinances, orders, guidelines, rules and regulations applicable to underground storage tanks or to the use, generation, manufacture, handling, storage, treatment, discharge, release, burial or disposal of any Hazardous Substance now or hereafter located or present on, under or about the Premises, or the transportation to or from the Premises of any Hazardous Substance. B) Within thirty (30) days after Landlord delivers a request in writing to Tenant, Tenant shall cause to be prepared and delivered to Landlord, at Tenant's expense, a site assessment and report, or an update of any previously prepared site assessment and report, for the Premises prepared by a qualified, state registered, professional environmental auditor acceptable to Landlord. Landlord may request such a report not more often than once in any consecutive 12-month period, or more frequently in the event of default by Tenant or whenever Landlord knows of or suspects the presence, release, threat of release, placement on, under or about the Premises, or the use, manufacture, handling, generation, storage, treatment, discharge, burial or disposal on, under or about the Premises, or the transportation to or from the Premises of any Hazardous Substance. Unless Landlord waives in writing any particular element, the assessment and report or update shall include, but not be limited to (i) a description of the presence, location and amount of Hazardous Substances and underground storage tanks on, under or about the Premises and any property adjacent to or in the vicinity of the Premises, based on a current field investigation; (ii) a review and audit of the books, records, permits, notices, citations, orders and data of Tenant and all tenants and occupants of the Premises relating to Hazardous Substances or underground storage tanks on, under or about the Premises and any property adjacent to or in the vicinity of the Premises, including historical data and records if not covered in unn=wFSEWB.Acn L 0 0 any prior report Landlord has received; (iii) a review and report on any records or listings of any governmental agency concerning Hazardous Substances or underground storage tanks on, under or about the Premises or any property adjacent to or in the vicinity of the Premises; (iv) an investigation and report covering such period of time as Landlord designates on the history of ownership and use of the Premises and property adjacent to or in the vicinity of the Premises , including a report on chain of title, unless covered in any prior report Tenant has received; (v) a report of interviews with the current tenants and occupants of the Premises concerning use of the Premises; (vi) an evaluation of the likelihood of any soil or groundwater contamination of the Premises with Hazardous Substances, (vii) estimated costs of removing any Hazardous Substances; and (viii) any other information or recommendations Landlord may reasonably require. C) If the presence, release, threat of release, placement on, under or about the Premises, or the use, generation, manufacture, storage, treatment, discharge, release, burial or dis- posal on, under or about the Premises or transportation to or from the Premises of any Hazardous Substance: (i) gives rise to liabil- ity, costs or damages (including, but not limited to, a response action, remedial action, or removal action) under RCRA, CERCLA, the atet-e-Toxic Substance Laws, or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decision of a state or federal court; (ii) causes or threatens to cause a significant public health effect; or (iii) pollutes or threatens to pollute the environment, Tenant shall, subject to subsection (F) of this Section 8.02, promptly take any and all response, remedial and removal action necessary to clean up the Premises and any other affected property and mitigate exposure to liability arising from the Hazardous Substance, whether or not required by law or by any governmental entity. Tenant shall comply with all federal, state and local laws, ordinances and regulations relating to any such response, remedial or removal action. Irrespective of the foregoing, Tenant's obligation under this Section 8.02{H}( F shall not apply to pre-existing conditions prior to the Commencement Date or conditions which are caused by offsite activity which have migrated to the Premises. D) Tenant shall indemnify, defend with counsel selected by Landlord, protect and hold harmless Landlord, its directors, officers, employees, agents, assigns and any successor or successors to Landlord's interest in the Premises from and against all claims, actual damages (including, but not limited to, special and consequential damages) , punitive damages, injuries, costs, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including, but not limited to, (1) attorneys' , engineers' , consultants' and expert witness fees and costs incurred in connection with defending against any of 121M WESELON AGR 27 the foregoing or in enforcing this indemnity and (2) any diminution in the value of the Premises] of any kind whatsoever paid, incurred or suffered by, or assorted against, the Premises or any indemnified party directly or indirectly arising from or attributable to (i) any breach by Tenant of any of its agreements, warranties or representations set forth in this Article VIII or (ii) any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan concerning any Hazardous Substance on, under or about the Premises, regardless of whether undertaken due to governmental action. To the fullest extent permitted by law, the foregoing indemnification shall apply regardless of the fault, active or passive negligence, breach of warranty or contract of Landlord. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107 (e) of CERCLA, 42 U.S.C. Section 9607 (e) and California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify Landlord from any liability pursuant to such section. Irrespective of the foregoing, Tenant's obligations under this Section 8. 02 (D) shall not apply to pre- existing conditions prior to the Commencement Date or conditions which are caused by offsite activity which have migrated to the Premises. E) Tenant shall promptly give Landlord (i) a copy of any notice, correspondence or information it receives from any federal, state or other government authority regarding Hazardous Substances on, under or about the Premises or Hazardous Substances which affect or may affect the Premises, or regarding any actions instituted, completed or threatened by any such governmental authority concerning Hazardous Substances which affect or may affect the Premises; (ii) written notice of any knowledge or information Tenant obtains regarding Hazardous Substances on, under or about the Premises or expenses or losses incurred or expected to be incurred by Tenant, third party or any government agency to study, assess, contain or remove any Hazardous Substances on, under, about or near the Premises for which expense or loss Tenant may be liable or for which a lien may be imposed on the Premises; (iii) written notice of any knowledge or information Tenant obtains regarding the release or discovery of Hazardous Substances on, under or about the Premises, or whose; (iv) written notice of all claims made or threatened by any third party against Tenant or the Premises relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Substance; and (v) written notice of Tenant's discovery of any occurrence of condition on any real property adjoining or in the vicinity of the Premises that could cause the Premises to be classified as "border-zone property" under the provisions of California Health and Safety Code Sections 25220 et seq. , or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, I21S":WFSF106.AGR 2S transferability or use of the Premises under any of the statutes cited in this Article VIII or any regulation adopted pursuant thereto. F) Without Landlord's prior written consent, which shall not be unreasonably withheld or delayed, Tenant shall not take any remedial action in response to the presence of any Hazardous Substance on, under or about the Premises, nor enter into any settlement agreement, consent decree, or other compromise in respect to any claims referred to in subsection (E) of this Section 8. 02, which remedial action, settlement, consent or compromise might, in Landlord's reasonable judgement, impair the value of the Premises; provided, however, that Landlord's prior consent shall not be necessary in the event that the presence of any Hazardous Substance on, under or about the Premises either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord's consent before taking such action, provided that in such event Tenant shall notify Landlord as soon as practicable of any action so taken. Landlord agrees "not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, or (ii) Tenant established to the reasonable satisfaction of Landlord that there is no reasonable alternative to such remedial action which would result in less impairment of the value of the Premises. ARTICLE IS INDEMNITY AND LIABILITY 9.01 Indemnity. A) Definition. Within the meaning of Article '.s 4i , "Liabilities" means any claims, suits, proceedings, actions, causes of action, responsibility, liability, demands, judgments, executions, and reasonable attorneys' fees. B) Tenant hereby indemnifies and agrees to save harmless Landlord and Mortgagee from and against any and all Liabilities which either (1) arise from or are in connection with its posses- sion, use, occupation, management, repair, maintenance, or control of the Premises, or any portion thereof; (2) arise from or are in connection with any act or omission or negligence of Tenant, or Tenant's agents; (e) result from any default, breach, violation, or nonperformance of this Lease or any provision therein by Tenant; or (4) arise from any injury to person or property or loss of life sustained in the Premises; unless caused by the negligence of Landlord, its agents, contractors, or employees. Tenant shall defend any actions, suits, and proceedings which may be brought against Landlord or Mortgagee with respect to the foregoing or in UI"2:WFSELOH.AGR 29 which they may be impleaded. Tenant shall pay, satisfy, and discharge any judgments, orders, and decrees which may be recovered against Landlord, Landlord's agents, or Mortgagee in connection with the foregoing. 9. 02 Property at Tenant's Risk. All property (whether real, personal, or mixed) at any time located in or upon the Premises shall be at the risk of the Tenant only, and Landlord shall not become liable for any damage to said property or to Tenant, or to any other person or property, caused by water leakage, steam, sewerage, gas, or odors, or for any damage whatsoever done or occasioned by or from any boiler, plumbing, gas, water, steam or other pipes, or any fixtures or equipment or appurtenances whatsoever, or for any act or neglect, or arising by reason of the use of, or any defect in, the Improvements or any of the fixtures, equipment, or appurtenances therein contained, or by the act or neglect of any other person, or caused in any other manner whatsoever; except of any damage caused by the acts of Landlord or its agents, contractors, or employees. 9.03 Liability for Acts of Subtenant. Notwithstanding anything herein to the contrary the Tenant shall not be liable to the Landlord for any negligent acts or omissions by afry-- a &ubtenant or sush-a Subtenants, customers, agents, invitees or employees. ARTICLE % ASSIGNNENT AND SUBLETTING 10.01 Assiaament and Sublettina. A) Tenant may not assign or encumber this Lease or any interest therein. B) Tenant may not sublease any portion or all of the Premises except to Weseloh Investments pursuant to the terms and conditions in the form of Sublease attached hereto as Exhibit B. Such sublease to Weseloh Investments may not be amended, or terminated provided such Sublease may be terminated as provided in such Sublease and in this Lease due to the Subtenant's default. C) Any sublease of the Premises shall be subject to all of the terms, covenants, and conditions of this Lease. D) The Tenant shall continue to remain liable for all past and future Rent and all other obligations and covenants of the Tenant hereunder notwithstanding any sublease of assignment. 121MWESEIne.wGR 30 ARTICLE %I SUBORDINATION AND ATTORNMENT 11. 01 Subordination. A) At Landlord's election, this Lease shall be subor- dinate or superior to the lien of any present or future Mortgage irrespective of the time of recording of such Mortgage. If, from time to time, Landlord shall elect that this Lease be subordinate to the lien of any Mortgage, Landlord may exercise such election by giving notice thereof to Tenant. The exercise of any of the elections provided in this paragraph shall not exhaust Landlord's right to elect differently thereafter, from time to time. At the election of Landlord, this clause shall be self-operative, and no further instrument shall be required. Upon Landlord's request, from time to time, Tenant shall (1) confirm in writing and in recordable form that this Lease is so subordinate or so paramount (as Landlord may elect) to the lien of any Mortgage; and/or (2) execute an instrument making this Lease so subordinate or so paramount (as Landlord may elect) to the lien of any Mortgage, in such form as may be required by an applicable Mortgagee. B) This Lease shall not be subordinate to any present or future Mortgage unless the holder of any such Mortgage executes and delivers to Tenant a non-disturbance and attornment agreement, which agreement shall provide, inter alia, that, notwithstanding any foreclosure of such Mortgage or deed in lieu of foreclosure, such Mortgagee shall recognize this Lease, including all of Tenant's rights hereunder. C) The term "Mortgage" as used in this Section and Section 11. 02 shall be deemed to include "Trust Deed". 11.02 Attornmont. If the Premises are encumbered by a Mortgage, and such Mortgage is foreclosed, of if the Premises are sold pursuant to such foreclosure or by reason of a default under said Mortgage, then notwithstanding such foreclosure, such sale or such default (1) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (2) at the request of the applicable Mortgagee or purchaser at such foreclosure or sale, Tenant shall attorn to such Mortgagee or purchaser and execute a new lease for the Premises setting forth all of the provisions of this Lease except that the term of such new lease shall be for the balance of the Term. 1218":WESELOH.AGR 31 0 0 ARTICLE XII EMINENT DOMAIN - CONDEMNATION 12.01 Lease Termination. If ten percent (10%) of more of the land area of the Premises (or any portion of the Building) shall be taken, or such part thereof shall be taken as shall substantially interfere with Tenant's use and occupancy of the balance thereof, under power of eminent domain or condemnation, or sold, transferred, or conveyed in lieu thereof, either Tenant or Landlord may terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later provided however that Landlord may not terminate the Lease if Tenant is able. to continue to operate its business at substantially the same volume of business as existed before the taking. If this Lease is not terminated under this Section 12.01, then there shall be no abatement or reduction in the -r--Rent or any other charges herein. No temporary or permanent taking of a part or all of the Premises shall permit any abatement or reduction in Rent unless the Lease terminates as provided above. 12.02 Landlord's Award. In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, the Tenant shall not be entitled to any part of the award, as damages or otherwise, for such condemnation, and the Landlord and any mortgagee of Landlord are to receive the full amount of such award as their respective interests may appear, the Tenant hereby expressly waiving any right or claim to any part thereof and assigning to Landlord any such right or claim to which it might be entitled. 12.03 Tenant's Award. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord or any mortgagee, such compensation as may be separately awarded or recovered by Tenant in Tenant's own right for or on account of, and limited solely to any cost to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, and equipment from the Premises, loss of business and any other damages, excluding the value of the Shopping Center, the Premises, and the value, if any, of the Tenant's leasehold estate, provided, in any event, no such claim by Tenant reduces the award Landlord would otherwise be entitled to. ARTICLE ZIII DEFAULT 13.01 Tenant's Default. The occurrence of any of the following shall constitute a default by Tenant: 121892:WVAUDR.ACR 32 A) failure to pay Rent, when due, if the failure continues for ten (10) days after written notice has been given to Tenant by Landlord; B) failure by Tenant to pay any monetary obligation provided herein except as provided in paragraph (A) above or any breach of any other provision of this Lease if the breach is not cured within thirty (30) days after written notice; provided, however, with respect to a non-monetary breach, if Tenant cannot reasonably cure the breach within such thirty (30) day period, tenant shall not be in default of this Lease if Tenant commences to cure the breach within the thirty (30) day period and diligently and in good faith continues to cure the breach. 13.02 Landlord's Remedies cumulative. Landlord shall have the following remedies set forth in subsections (A) through (G) below if Tenant commits a default. These remedies are not exclusive and may be exercised concurrently or successively; they are cumulative in addition to any remedies now or later allowed by law: A) Bring Suit for Performance. Landlord may bring suit for the collection of the Rent or other amounts for which Tenant is then in default, or for the performance of any other covenant or agreement devolving upon Tenant, all without having to enter into possession or terminate this Lease; B) Re-Entry Without Termination. Landlord may re- enter the Premises, by summary proceedings or otherwise, and take possession thereof, without thereby terminating this Lease, and thereupon Landlord may expel all persons and remove all property therefrom, either peaceably or by force, without becoming liable to prosecution therefor, and relet the Premises and receive the rent therefrom, applying the same first to the payment of the reasonable expenses of such re-entry and the reasonable cost of such reletting, and then to the payment of the Rent and other amounts for which Tenant is then in default; the balance, if any, to be paid to Tenant, who, whether or not the Premises are relet, shall remain liable for any deficiency, it is agreed that the commencement and prosecution of any action by landlord in forcible entry and detainer, ejectment, or otherwise, or the appointment of a receiver, or any execution of any decree obtained in any action to recover possession of the Premises, or obtained in any action to recover possession of the Premises, or any re-entry, shall not be construed as an election to terminate this Lease unless Landlord shall, in writing, expressly exercise its election to declare the Term hereunder ended and to terminate this Lease, and unless this Lease be expressly terminated, such re-entry or entry by Landlord, whether had or taken under summary proceedings or otherwise, shall not be deemed to have absolved or discharged Tenant from any of its obligations and liabilities for the remained of the Term of this Lease. Notwithstanding anything to the contrary or other provisions of this Lease, if the Landlord elects the remedy 121M:WFSFIOH.AGR 33 0 provided in this Section 13 . 02 (B) , Tenant shall have the right to sublet the Premises, assign its interest in the Lease, or both, with the written consent of the Landlord, which consent shall not be unreasonably withheld. C) Termination of Lease and Tenant's Richt to Posses- sion. Landlord may terminate this Lease and Tenant's right to possession by giving Tenant five (5) days' written notice of such termination. No act by Landlord, other than giving Tenant written notice of termination of this Lease, shall in fact terminate the Lease. Upon termination of the Lease, neither the Landlord nor the Tenant shall have any future rights or obligations under the Lease except that Landlord shall have the right to recover from the Tenant the following: 1) the worth, at the time of the award, of the unpaid Rent that had been earned at the time of termination of this Lease; 2) the worth, at the time of the award, 6f the amount by which the unpaid Rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of Rent that Tenant proves could have been reasonably avoided; 3) the worth, at the time of the award, of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the loss of Rent that Tenant proves could have been reasonably avoided; and 4) any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by Ten- ant's failure to perform his obligations under the Lease or which, in the ordinary course of things, would be likely to result therefrom. D) Definitions. As used herein, the following phrases shall be interpreted as follows: 1) "The worth, at the time of the award, " as used in subsections 13.02 (C) (1) and (2) above, is to be computed by allow- ing interest at the maximum lawful rate. "The worth, at the time of the award, " as referred to in subsection 13. 02 (C) (3) above, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (it) . 2) As used herein, the term "time of award" shall mean either the date upon which Tenant pays to Landlord the amount recoverable by Landlord as hereinabove set forth or the date of u:m:wFsuva ece 34 0 entry of any determination, order, or judgment of any court or other legally constituted body determining the amount recoverable, whichever first occurs. E) Promptly after notice of termination, Tenant shall surrender and vacate the Premises and all improvements in broom-clean condition, and Landlord may re-enter and take possession of the Premises and all remaining improvements and eject all parties in possession or eject some and not others, or eject none. Termination under subsection 13 . 02 (C) shall not relieve Tenant from the payment of any sum due to Landlord or from any claim for damages previously accrued or then accruing against Tenant. F) 8ssiaament of Subrents. Tenant assigns to Landlord all subrents and other sums falling due from subtenants, licensees, and concessionaires (herein called subtenants) during any period in which Landlord has the right under this Lease, whether exercised or not, to re-enter the Premises for Tenant's default, and Tenant shall not have any right to such sums during that period. Landlord may, at Landlord's election, re-enter the Premises and improvements with or without process of law, without terminating this Lease, and either or both collect these sums or bring action for the recovery of the sums directly from such obligors. Landlord shall receive and collect all subrents and avails from reletting, applying them: first, to the payment of reasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of Landlord in recovering possession and placing the Premises and improvements in good condition; second, to the reasonable expense of securing new lessees; third, to the fulfillment of Tenant's covenants to the end of the Term; and fourth, to Tenant. Tenant shall nevertheless pay to landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease, plus Landlord's expenses, less the avails of the sums assigned and actually collected under this provision. Landlord may proceed to collect either the assigned sums or Tenant's balances, or both, or any installment or installments of the, either before or after expiration of the Term, but the period of limitations shall not begin to run on Tenant's payments until the due date of the final installment to which Landlord is entitled, nor shall it begin to run on the payments of the assigned sums until the due date of the final installment due from the respective obligors. G) Angaintmant of Receiver. If Tenant fails to perform any of the obligations set forth in Section 13.01, and such failure or violation is not cured within the time periods set forth in Section 13.01, then Landlord shall have the right to have a receiver appointed to collect rent for any subtenants. Neither the filing of a petition for the appointment of a receiver nor the ap- pointment itself shall constitute an election by Landlord to termi- nate this Lease. UIMMESEWH GR u H) Landlord's Right to Cure Tenant's Default. Landlord, at any time after Tenant commits a default, can cure the default at Tenant's cost if Tenant fails to perform any of the obligations set forth in Section 13.01, and such failure or violation is not cured within the time periods provided in Section 13 . 01. If Landlord, at any time, by reason of Tenant's default, pays any sum or does any act that requires the payment of any sum, the sum paid by Lessor shall be immediately reimbursed from Tenant to Landlord, and if paid at a later date shall bear interest at the Governing Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant. (I) In the event the Tenant is in default of any of its obligations under the terms herein which obligation is not required to be performed by the Subtenant under the terms of the Sublease, then the Subtenant shall have ten (10) days additional time to cure any such default beyond the time allowed tenant to cure such default pursuant to Section 13 . 01. 13. 03 Tenant's Waiver of Statutory Rights. In the event 'of any termination of this Lease or re-entry by Landlord without termina- tion as provided under this Article XIII, Tenant, so far as permitted by law, waives (a) any notice of re-entry or of the institution of legal proceedings to that end; (b) any right of redemption, re-entry, or repossession; and (c) any right to trial by jury. ARTICLE SIV ZID OF TERM 14. 01 Surrender of Premises. A) On the Lease Termination Date the Tenant shall quit and surrender the Premises into the possession and use of Landlord without delay, broom-clean and in good order, condition and repair (reasonable wear and tear excepted) , free and clear of all occupancies or subleases, and free and clear of all liens and encumbrances other than those, if any, created by Landlord. At the end of the Term or earlier termination of this Lease, despite any options or privileges herein contained, the title to and/or ownership of the Tenant Improvements, if not therefor vested in Landlord, shall automatically vest in Landlord without the execution of any further instrument, free and clear of all liens and encumbrances other than those, if any, created by Landlord. However, Tenant shall, on demand, execute any further assurances of title to the Tenant Improvements. B) Any alterations made to the Premises shall remain on and be surrendered with the Premises on the Lease Termination Date. However, in the event the Term of this Lease expires or is 11mMMSE.oe.ACA 36 otherwise terminated less than thirty (30) years and one hundred eighty (180) days after the commencement Date Landlord may elect to require Tenant to remove all alterations that Tenant has made to the Premises and restore same to condition that existed prior to such alterations, by giving Tenant notice of such requirement within thirty (30) days before the expiration of the term or within ten (10) days after the Lease Termination Date. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the condition designated by Landlord in its election, before the last day of the Term or within thirty (30) days after notice of election is given, whichever is later. 14.02 Tenant's Trade Pictures. All trade fixtures and equipment (not including plumbing and electrical fixtures that are a part of the Building and not including heating, ventilating, and air conditioning equipment) installed by or for Tenant or its subtenants or licensees in the Premises, regardless of the manner of attachment, shall be and remain the property of Tenant or its subtenants or licensees. Landlord hereby waives any lien rights with respect to said trade fixtures, equipment, and merchandise inventory granted by or under any present or future law. Said trade fixtures, equipment, and merchandise inventory may be removed by Tenant or its subtenants or licensees at any time during the Lease Term, and shall be removed on or before the Lease Termination Date, but Tenant shall promptly repair all damage to the Premises caused thereby. Any of said trade fixtures remaining on the Premises after the Lease Termination Date shall be deemed abandoned and shall become the property of Landlord without payment therefor. Tenant, however, shall, in any event, irrespective of the characterization of the same, at Landlord's request, remove any vault, safe, or like security device from the Premises and repair any damage occasioned thereby, at the sole cost and expense of Tenant. 14.03 Abandoned Personal Property. Any personal property of tenant or any subtenant or occupant which shall remain in or on the Premises after the Lease Termination Date, may, at the option of Landlord and without notice, be deemed to have been abandoned by Tenant or such subtenant or occupant and may either be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit, or, if Landlord may give written notice to Tenant to such effect, such property shall be removed by Tenant, at Tenant's cost and expense. Any property not removed after the Lease Termination Date may be stored by Landlord at Tenant's expense. 14.04 Holdover. If the Premises are not surrendered as provided in this Article XIV, Tenant shall indemnify and hold Landlord harmless against loss and liability (including attorneys' fees) resulting from the delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding occupant founded on such delay. If Tenant shall hold over after uim:WFAKWHAGR 37 the end of the Lease Termination Date, such holding over shall be construed as a tenancy at will, subject to all of the other provisions, conditions and obligations of this Lease, except that Monthly Rent shall be twice the Monthly Rent payable for the last month of the Term of this Lease. 14. 05 Survival of Tenant Obligations. All Tenant obligations and liabilities which have accrued as of the Lease Termination Date shall survive such date. 14. 06 Survival. The provisions of this Article XIV shall survive any termination of this Lease. ARTICLE 8y MISCELLANEOUS 15.01 Attorneval Fees. Should any action or proceeding be commenced between the parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation thereto, the party, Landlord or Tenant, prevailing in such litigation shall be entitled, in addition to other relief as may be granted in the action or proceeding, to a reasonable sum as and for its attorneys, fees and costs in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 15.02 Notices. All waivers, elections, options, notices, demands, and consents which either party may be required or may desire to give under this Lease ("Notice") shall be in writing and shall be effective when delivered to Federal Express or other 24-hour express courier service, personally delivered, or when deposited in an official United States Postal Service office or branch or official depository maintained by the United States Postal Service, by certified or registered mail, posted prepaid, return receipt requested, addressed as follows: To Tenant: Community Redevelopment Agency of San Juan Capistrano 32400 Paseo Adelante San Juan Capistrano, CA 92675 To Landlord: The Price Company Attn: Legal Department 4649 Morena Blvd. San Diego CA 92186 To Subtenant: Weseloh Investments 5335 Paseo Del Norte Carlsbad, CA 92008 U1M:wFSFd oa.AGR 33 or such other address as either party may hereafter indicate by written notice to the other. Any notice, demand or request of the Landlord or Tenant shall not be valid unless copies of same are sent to the Subtenant. 15. 03 Governina Law. This Lease and all matters relating to this Lease shall be governed by the laws of the State of California in force at the time any need for interpretation of this Lease or any decision or holding concerning this Lease arises. 15.04 Binding on Heirs and Successors. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, Landlord and Tenant, but nothing in this Section shall be construed as a consent by Landlord to any assignment of this Lease or any interest therein by Tenant except as may be specifically provided herein. 15. 05 Partial Invalidity. Should any provision of this Ldase be held by a court of competent jurisdiction to be either invalid, void or unenforceable, the remaining provisions of this Lease shall remain in full force and effect, unimpaired by the holding. 15.06 Entire Aareement. This Lease and the exhibits attached set forth the entire agreementbetween the parties. Tenant covenants that it has examined the Premises and knows the area and condition thereof. Tenant enters into this Lease on the basis of its own independent investigation only and not any statement or representation of anyone else. Except as specifically set forth herein, there are no agreements, representations or warranties whatsoever as to any matter, including, but not limited to, the physical condition, layout, leases, footage, rents, income, expenses, operation, title, and zoning relating to the Premises. Any prior conversations or writings are merged herein, superseded hereby and extinguished. No subsequent amendment of this Lease shall be binding upon Landlord or Tenant unless reduced .to writing and signed by Landlord and Tenant. 15.07 Naiver. No term, covenant, or condition of this Lease can be waived except in writing, signed by the party making the waiver, Landlord or Tenant, as the case may be. No waiver of any default hereunder shall be implied from any omission by either party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated. The payment or acceptance of Rent or partial Rent with knowledge of the breach of any of the covenants of this Lease by Tenant or Landlord, as the case may be, shall not be deemed a waiver of any such breach. One or more waivers of any breach of any covenant, term or conditions of this Lease shall not be consrrued as a waiver of any subsequent U1M:WESELOH.AGR 39 0 0 breach of the same covenant, term or condition. The consent or approval by either party to or of any act requiring consent or approval of the other party shall not be deemed to waive or render unnecessary that party's consent or approval to or of any subsequent similar act. 15.08 sale or Transfer of Premises. If Landlord sells, transfers, or assigns all or any portion of this Lease or the Premises, including improvements thereon, Landlord, on consummation of the sale, transfer or assignment, shall be released from any liability thereafter accruing under this Lease if Landlord's successor has assumed in writing, for the benefit of Tenant, Landlord's obligations thereafter accruing under this Lease, and Tenant has received a copy of such writing. Any prepaid Rent may be transferred to Landlord's successor, and on such transfer Landlord shall be discharged from any further liability in reference to the prepaid Rent. 15.09 Time of Essence. Time is expressly declared to be the essence of this Lease. 15.10 Estoppel Certificate. Tenant shall, within ten (10) days notice from Landlord, execute and deliver to Landlord in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of current monthly Rent, the dates to which the Rent has been paid in advance, the amount of prepaid Rent, and any other information with respect to this Lease requested by Landlord. Failure to deliver the certificate within the ten (10) days shall be conclusive upon the party failing to deliver the certificate for the benefit of the party requesting the certificate and any successor to the party requesting the certificate, that this Lease is in full force and effect, and has not been modified except as may be represented by the party requesting the certificate, and that Rent and other charges have not been paid for any period after date of Notice of Request. 15.11 Not Lease. This Lease shall be deemed and construed to be a "net lease" and, except as herein expressly provided, the Landlord shall receive all payments required to be made by Tenant free from all charges, assessments, impositions, expenses, and deductions of any and every kind or nature whatsoever. 15.12 Broker. The Landlord and the Tenant each represent that it has not had any dealings with any broker, finder, or other person with respect to this Lease. Each party shall hold harmless and indemnify and defend the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person with whom the other party has pur- portedly dealt. 12IM;W Fa'ELoa.AGR 49 15.13 (Memorandum of Lease for Recording. Neither party, Landlord or Tenant, shall record this Lease without the written consent of the other. However, Landlord and Tenant shall, at the request of either at any time during the Term of this Lease, execute a memorandum "short form" of this Lease for purposes of and in a form suitable for being recorded. The memorandum "short form" of this Lease shall describe the parties, Landlord and Tenant, set forth a description of the leased Premises, specify the Term and options to extend this Lease and shall incorporate this Lease by reference. 15.14 Headings. The headings of the articles and sections of this Lease are for convenience or reference only and are not a part of this Lease. 15.15 Number and Gender. Whenever the context requires the singular number, it shall include the plural, the plural the singu- lar, and the use of any gender shall include all genders. 15.16 Corporate Authority. Each individual executing thid-Lease on behalf of a corporation represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with a duly adopted resolution of the board of directors or in accordance with the by-laws of said corporation; that this Lease is biding upon said corporation in accordance with its terms. 15.17 Accord and Satisfaction. A) Payment by Tenant or receipt by Landlord of a lesser amount than the Rent or other charges herein stipulated shall be deemed to be on account of the earliest due stipulated Rent or other charges, and no endorsement or statement on any check or any letter accompanying any check or payment as Rent or other charges shall be deemed an accord and satisfaction, and Landlord shall accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or other charges or to pursue any other remedy provided in this Lease or by law. B) No endorsement or statement on any check or any letter accompanying any check from Landlord to Tenant shall be deemed an accord and satisfaction, and Tenant shall accept such check or payment without prejudice to Tenant's right to recover any amount due Tenant or to pursue any other remedy provided in this Lease or by law. 15.18 8zecution of Lease• No Option. The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of an option for Tenant to lease or otherwise create any interest by Tenant in the Premises. Execution of this Lease by Tenant and return to Landlord uIm:WFJMWIEF ACR 41 0 • shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant. 15.19 Consents. With respect to any provision of this Lease which provides, in effect, that Landlord shall not unreasonably withhold or unreasonably delay any consent or any approval, Tenant shall not be entitled to make, nor shall Tenant make any claim for, and Tenant hereby waives any claim for money damages except if Landlord acts in bad faith; nor shall Tenant claim any money damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed any consent or approval; but Tenant's sole remedy shall be an action or proceeding or for specific performance, injunction, or declaratory judgment. 15.20 Exhibits. The following exhibits are attached to and are a part of this Lease: Exhibit A ..:>,. Deseri_ ien of Premise- ENhIb i t 'y Rti>-o. RY �o i>'tdUv y>::11 .••Syk:'>: Exhibit 4 6 - Form of Sublease Executed in San Diego, California as of the date first written above. LANDLORD: TENANT: The Price Company Community Redevelopment Agency of San Juan Capistrano By: By: LZIMMESELOUAcs 43 Iv/e/•...-»' U t. NJ H EXISTING BULDNG/7 ,.k . r PRICE due aunt / I ' EXISTING BLAMING 06 I i PROPOSE() , - AUTOMOBILE DEALERSFW I b � t • - • • �l'� • I N I ' I I •� w« � r /. PROLCT SUMMARY . IEXISTINGwrtlr 'ir,w{r.rNr ! I �_ •V.r r •vr .rwr. BUIDGfS N •wwW.,,N.r' w.w r.r. U� . it 1 rwrrr, wr wr�r u. 8�. Irr rr w r ,r.N•rr. I ' •Ir rW I Mr.W n^ Y r I • fIBST EXIST " I » �a/fNf�• mom.. aef.]k ,_ . �_ �� ---� B�undv-ry � leased premFses .•�. A-1 NORTN DRAFT DRAFT OF 4i;RKED TGj NA`+GES FROM DRAFT OF " % ~1- SUBLEASE AGREEMENT Car Dealership - San Juan Capistrano Sublease made this day of , 1992 by ai-z between the COMMUNITY REDEVELOPMENT AGENCY of the CITY OF SAN JUAN CAPISTRANO (referred to herein as "Sublandlord") and WESELOH /\INVESTMENTS, a California corporation (referred to herein as "Subtenant") . RECITALS A) Sublandlord wishes to sublease to Subtenant the Premises referred to herein for the purpose of operating. a new car dealership therein. B) Concurrently with the execution of this Sublease the Sublandlord is entering into a Lease (the "Master Lease',) with The Price Company (the "Master Landlord") pursuant to which the Sublandlord is leasing the Premises from The Price Company. An unsigned copy of the Master Lease is attached hereto. C) All references to sections herein shall mean sections of this Sublease, except for specific references to the Master Lease. The definition of all terms used herein shall be the same as the Master Lease except as otherwise provided herein. ARTICLE I GENERAL PROVISIONS 1.01 Incorporation of Master Lease. Sublandlord subleases the Premises to Subtenant upon all of the terms and conditions of the Master Lease; which are incorporated herein by reference except as otherwise provided herein. The Subtenant shall be liable and responsible for all of the duties and obligations of the Tenant under the Master Lease Lexcept for the Sales Tax Rent under Section 3.03 of the Master Lease) including but not limited to the obligation to make the security deposit pursuant to Section 3 . 11 of the Master Lease and Day late charges on any late payments made by Subtenant In addition the Subtenant shall indemnify and hold the Sublandlord and the Master Landlord harmless pursuant to the provisions of Section 9. 01 and 8.02 (D-) of the Master Lease. In the event there are any inconsistencies between the terms and conditions of this Sublease and the Master Lease, the terms of this Sublease shall control. 112592:SAN2UAN.AOR t 1. 02 Sublease Term. The "Initial Term" of this Sublease shall be one (1) day less than the Initial Term as set forth in Master Lease Section 1. 04, and each "Renewal Term" of this Sublease shall be one (1) day less than the Renewal Term as set forth in Master Lease Section 1. 05 . /\ 1. 03 Rights of Subtenant Under the Master Lease. During the term of this Sublease as long as Subtenant is not in default hereunder, Subtenant and not the Sublandlord, shall exercise all of the rights of the Tenant under the Master Lease, including, but not limited to: A) The right to contest taxes under Master Lease Section 4 . 05 . B) The right to extend the term of the Master Lease under Master Lease. Section 1. 05 concurrently with the extension of the Term of this Sublease pursuant to Section 1. 02 herein. 1. 04 No Discrimination. The Subtenant herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it that there shall be no discrimination against or segregation or any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin, or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall Subtenant itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, or occupancy of tenants, lessees, sublessees, or vendees in the land herein leased. 1.05 Notices. (A) All notices, demands and requests required or permitted under this Lease shall be in writing and shall be either persona-- ly delivered or sent by United States registered or certified mail, postage prepaid, or by Federal Express delivery service, addressed as follows: To Master Landlord: The Price Company Attn: Legal Department 2657 Ariane Drive San Diego, California 92117 To Sublandlord: Community Redevelopment Agency of the City of San Juan Capistrano 32400 Paseo Adelante San Juan Capistrano, CA 92675 To Subtenant: Weseloh /\Investments 5335 Paseo Del Norte Carlsbad, California 92008 112792:SAMUANAOR 2 (B) Notices, demands and requests given to Sublandlord, Subtenant or any lender in the manner aforesaid shall be deemed to have been given upon personal delivery or three (3) business days following deposit in any post office or branch post office regularly maintained by the United States Government, or upon deposit with Federal Express Delivery Service. Sublandlord, Subtenant and any lender shall have the right to change the address for receipt of notice by a notice given as aforesaid. (C) (1)_ Any notice, demand or request of the Subtenant shall not be valid unless it is given to both the Master Landlord and the Sublandlord. (2) Any notice, demand or request of the Master Landlord shall not be valid unless it is given to both the Sublandlord and the Subtenant. (3) Any notice, demand or request of the Sublandlord shall not be valid unless it is given to both the Master Landlord and the Subtenant. ARTICLE II gr= 2.01 Base Rent. A) Subtenant shall pay /\ directly to the Master Landlord a Base Rent of Three Hundred Thousand and 00/100 Dollars ($300, 000) per annum, subject to increases (as provided in paragraph B below) payable in advance in twelve (12) equal monthly /\ installments on the first day of each calendar month. Notwithstanding the aforementioned no Base Rent monthly installments shall be due for the first /\ one hundred and eighty (1801 days of the Term. If the one hundred eightieth (180th) day is other than the last day of a calendar month the first monthly installment shall be pro-rated on a daily basis based upon the number of days from the first day after such one hundred eighty (1801 day period until the end of such calendar month. B) The Base Rent shall be increased on the fifth anniversary of the Commencement nate and every five (5) years thereafter during the Term, (the "Rent Adjustment Date") by an amount equal to twelve (12%) percent of the Base Rent for /\ the year preceding the Rent Adiustment Date 2.02 Rept Rebate. A) Sublandlord shall rebate to Subtenant a portion or all of the Base Rent, each year equal to 47 1/2k percent of Tax Revenues collected by the City or any agency of the City from any and all business activities conducted on or from the Premises during the term of this Sublease (referred to herein as 112592:SAN2UAN.AOR 3 the "Rent Rebate") ; provided however. such Rent Rebate for any Year may not exceed the Base Rent for such year. The Rent Rebate shall be due and payable by Sublandlord to the Subtenant ' on the last day of each calendar month during which the Tax Revenues are received by the City. B) "Tax Revenues" shall mean the portion of taxes derived from the City and/or an agency of the City from the imposition of the Bradley Burns Uniform Legal Sales Tax Law commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended arising from all businesses and activities conducted on the Premises from time to time or any sales and/or use tax law which may be enacted in the future in conjunction with or in place of the Bradley Burns Uniform Local Sales and Use Tax Law. (C) Subtenant covenants to (i) timely pay all sales taxes that may be due any governmental agency before any interest or penalties accrues therein; (ii) timely file all sales tax reports and returns with respect to business and activities conducted on the premises, and concurrently send copies of such reports to both the Master Landlord and the Sublandlord. 2.03 Additional Rent. In addition to the Base Rent Subtenant shall pay directly to Master Landlord in the amounts and at the times specified in the Master Lease the Common Area Rent as provided in Section 3 . 02 of the Master Lease, Impositions as provided in Section 4.01 of the Master Lease and all other charges required to be paid by the Tenant under the Master Lease other than the Sales Tax Rent. Base Rent and all other charges required to be paid by the Subtenant is collectively referred to as "Rent" 2._04 Sales Tax Rent In the event that the Subtenant at any time elects pursuant to Section 2, 04 (A) (2) of the Master Lease that the Sales Tax Rent (as defined in the Master Lease shall not be less than the "Guaranteed Sales Tax Rent" (as defined in the Master Lease) Subtenant shall be deemed to have concurrently with such election covenanted to pay to Landlord as additional Rent no later than the date on which the Sales Tax Rent is pavable by Sublandlord pursuant to the Master Lease an amount equal to the difference if any. between (a) the Sale Tax Rent that would have been payable by Sublandlord pursuant to the Master Lease but for such election by Sublessee and (b) the Guaranteed Sales Tax Rent" . 2.09 Place for Payment of Rent. All rent and other charges that becomes due and payable by Subtenant under this Sublease shall be paid by the Subtenant directly to the Master Landlord at 2647 Ariane Drive, San Diego, California 92117 or such other address as the Master Landlord shall direct in writing from time to time. 112392:3ANTUAN.AOR 4 ARTICLE III ENCUMBRANCE OF LEASEHOLD ESTATE 3. 01 Subtenant's Richt to Encumber. Subtenant may, at any time and from time to time during the term of this sublease, encumber to wells Fargo Bank, Union Bank, Sumotoma Bank or any financing subsidiary of Ford, General Motors or Toyota, (herein called "Lender") by deed of trust or mortgage or other security instrument, a portion or all of Subtenant's interest under this Sublease and the subleasehold estate hereby created in Subtenant for any purpose or purposes without the consent of Sublandlord; provided, however, that no encumbrance incurred by Subtenant pursuant to this section shall, and Subtenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on the fee of the Master Landlord or the Sublandlord's leasehold interest under the Master Lease. The mortgage or trust deed, and all rights acquired under it, shall be subject to each and all of the covenants, conditions, and restrictions stated in this Sublease and the Master Lease ind to all rights and interests of the Master Landlord and Sublandlord except as otherwise specifically provided in this Lease. 3. 02 Recuirement for Notice of Loan Default. Immediately after the recording of any deed of trust or mortgage executed by Subtenant pursuant to. Section 3 . 01 herein, Subtenant shall, at Tenant's own cost and expense, record in the office of the County Recorder of the county in which the Premises are located a written request executed and acknowledged by Subtenant for a copy of any default and a copy of any notice of sale under such deed of trust or mortgage to be mailed to Master Landlord and the Sublandlord. 3. 03 Lender as Includinc Subseauent security Holders. To to " term "Lender" as used in this Sublease, shall mean not only the person, persons, or entity that loaned money to Tenant and as named as beneficiary, mortgagee, secured party, or security lender in the instrument creating any encumbrance incurred by Subtenant pursuant to Section 3 . 01 of this Sublease, but also all subsequent assignees and holders of the security interest created by such instrument. 3.04 Riahts of Lender. Any Lender on the security of the subleasehold shall have the right at any time during the term of this lease: A) To do any act or thing required of Subtenant hereunder, and all such acts or things done and performed shall be as effective to prevent a forfeiture of Subtenant's rights hereunder as if done by the Subtenant. B) To foreclose.- on security afforded by the subleasehold estate by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security documents (hereinafter sometimes collectively I I2592:SANIUANAOR 5 referred to as "Foreclosure Sale") , and to transfer, convey, or assign the title of Subtenant to the subleasehold estate created hereby to any purchaser at any such foreclosure sale, and to acquire and succeed to the interest of Subtenant hereunder by virtue of any such foreclosure sale, all without Sublandlord's consent. C) Notwithstanding anything to the contrary provided for in this article, or elsewhere in this Sublease, the rights of the Sublandlord, and Master Landlord in the event of a default, may not be exercised until written notice of such default is given to any Lender, whose name and address has been previously furnished to Sublandlord and Master Landlord, or to the person of firm designated by any such Lender to accept such notices. It is agreed that such lender shall have the right to cure any such default within ten (10) days after written receipt of written notice of default with respect to any default that can be cured by the payment of money, or within thirty (30) days after receipt of written notice of default with respect to any other covenant or condition or term of this lease; and, if such a default is of such nature that it cannot be remedied within said time (other than payments of money) , then such Lender shall have such additional time as is reasonably necessary to cure such default, provided that it commences the curing of such default within said thirty (30) day period and thereafter diligently continues the curing of the same. 3.05 Rights of Sublandlord and Master Landlord. Nothing in this Article III shall restrict or in any way limit the rights of the Master Landlord or Sublandlord in the event of a default by the Subtenant. ARTICLE IO DEFAULT 4.01 Subtenant's Default. The occurrence of any of the following shall constitute a default by Subtenant: A) failure to pay Rent, when due, if the failure continues for ten (10) days after written notice has been given to Subtenant by Sublandlord; B) failure by Subtenant to pay any monetary obligation provided herein except as provided in paragraph (A) above or any breach of any other provision of this /\ Sublease if the breach is not cured within thirty (30) days after written notice; provided, however, with respect to a non-monetary breach, if Subtenant cannot reasonably cure the breach within such thirty (30) day period, Subtenant shall not be in default of this /\ Sublease if Subtenant commences to cure the breach within the thirty (30) day period and diligently and in good faith continues to cure the breach. 112592:SA WAK AOR 6 4.02 Sublandlord's Remedies Cumulative. Sublandlord shall have the following remedies set forth in subsections (A) through (G) below if Subtenant commits a default. These remedies are not exclusive and may be exercised concurrently or successively; they are cumulative in addition to any remedies now or later allowed by law: A) Bring Suit for Performance. Sublandlord may bring suit for the collection of the Rent or other amounts for which Subtenant is then in default, or for the performance of any other covenant or agreement devolving upon Subtenant, all without having to enter into possession or terminate this J\ Sublease; B) Re-Entry Without Termination. Sublandlord may re- enter the Premises, by summary proceedings or otherwise, and take possession thereof, without thereby terminating this /\ Sublease, and thereupon Sublandlord may expel all persons and remove all property therefrom, either peaceably or by force, without becoming liable to prosecution therefor, and relit the Premises and receive the rent therefrom, applying the same first to the payment of the reasonable expenses of such re-entry and the reasonable cost of such reletting, and then to the payment of the Rent and other amounts for which Subtenant is then in default; the balance, if any, to be paid to Subtenant, who, whether or not the Premises are relet, shall remain liable for any deficiency, it is agreed that the commencement and prosecution of any action by Sublandlord in forcible entry and detainer, ejectment, or otherwise, or the appointment of a receiver, or any execution of any decree obtained in any action to recover possession of the Premises, or obtained in any action to recover possession of the Premises, or any re-entry, shall not be construed as an election to terminate this /\ Sublease unless Sublandlord shall, in writing, expressly exercise its election to declare the Term hereunder ended and to terminate this /\Sublease, and unless this Lease be expressly terminated, such re-entry or entry by Sublandlord, whether had or taken under summary proceedings or otherwise, shall not be deemed to have absolved or discharged Subtenant from any of its obligations and liabilities for the remained of the Term of this /\Sublease. Notwithstanding anything to the contrary or other provisions of this /\Sublease, if the Sublandlord elects the remedy provided in this Section 4. 02 (B) , Subtenant shall have the right to sublet the Premises, assign its interest in the /\ Sublease, or both, with the written consent of the Sublandlord, which consent shall not be unreasonably withheld. C) Termination of /\sublease and subtenant's Right to Possession. Sublandlord may terminate this /\ Sublease and Subtenant's right to possession by giving Subtenant five (5) days' written notice of such termination. No act by Sublandlord, other than giving Subtenant written notice of termination of this /\Sublease, shall in fact terminate the /\ 112592:SAMUAN.AOR 7 Sublease. Upon termination of the /\Sublease, neither the Sublandlord nor the Subtenant shall have any future rights or obligations under the /\ Sublease except that Sublandlord shall have the right to recover from the Subtenant the following: 1) the worth, at the time of the award, of the unpaid Rent that had been earned at the time of termination of this Lease; 2) the worth, at the time of the award, of the amount by which the unpaid Rent that would have been earned after the date of termination of this /\ Sublease until the time of award exceeds the amount of the loss of Rent that Subtenant proves could have been reasonably avoided; 3) the worth, at the time of the award, of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of the loss of Rent that Subtenant proves could have been reasonably avoided; and 4) any other amount, and court costs, necessary to compensate Sublandlord for all detriment proximately caused by Subtenants failure to perform his obligations under the /\ Sublease or which, in the ordinary course of things, would be likely to result therefrom. D) Definitions. As used herein, the following phrases shall be interpreted as follows: 1) "The worth, at the time of the award, " as used in subsections 4 . 02 (C) (1) and (2) above, is to be computed by allowing interest at the maximum lawful rate. "The worth, at the time of the award, " as referred to in subsection 4 . 02 (C) (3) above, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (it) . 2) As used herein, the term "time of award" shall mean either the date upon which Subtenant pays to Sublandlord the amount recoverable by Sublandlord as hereinabove set forth or the date of entry of any determination, order, or judgment of any court or other legally constituted body determining the amount recoverable, whichever first occurs. E) Promptly after notice of termination, Subtenant shall surrender and vacate the Premises and all improvements in broom-clean condition, and Sublandlord may re-enter and take possession of the Premises and all remaining improvements and eject all parties in possession or eject some and not others, or eject none. Termination under subsection 4.02 (C) shall not relieve.Subtenant from the payment of any sum due to Sublandlord or from any claim for damages previously accrued or then accruing against Subtenant. IMW:SA=M.ACM 8 F) Assignment of Subrents. ' Subtenant assigns to Sublandlord all subrents and other sums falling due from Subtenants, licensees, and concessionaires (herein called subtenants) during any period in which Sublandlord has the right under this /\ Sublease, whether exercised or not, to re-enter the Premises for Subtenant's default, and Subtenant shall not have any right to such sums during that period. Sublandlord may, at Sublandlord' s election, re-enter the Premises and improvements with or without process of law, without terminating this /\ Sublease, and either or both collect these sums or bring action for the recovery of the sums directly from such obligors. Sublandlord shall receive and collect all subrents and avails from reletting, applying them: first, to the payment of reasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of Sublandlord in recovering possession and placing the Premises and improvements in good condition; second, to the reasonable expense of securing new lessees; third, to the fulfillment of Subtenant's covenants to the end of the Term; and fourth, to Subtenant. Subtenant shall nevertheless pay to Sublandlord on the due dates specified in this /\ Sublease the equivalent of all sums required of Subtenant under this /\ Sublease, plus Sublandlord's expenses, less the avails of the sums assigned and actually collected under this provision. Sublandlord may proceed to collect either the assigned sums or Subtenant's balances, or both, or any installment or installments of the, either before or after expiration of the Term, but the period of limitations shall not begin to run on Subtenant's payments until the due date of the final installment to which Sublandlord is entitled, nor shall it begin to run on the payments of the assigned sums until the due date of the final installment due from the respective obligors. G) Appointment of Receiver. If Subtenant fails to perform any of the obligations set forth in Section 4. 01, and such failure or violation is not cured within the time periods set forth in Section 4. 01, then Sublandlord shall have the right to have a receiver appointed to collect rent for any subtenants. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Sublandlord to terminate this /\ Sublease. H) Sublandlord's Right to Cure Subtanant's Default. Sublandlord, at any time after Subtenant commits a default, can cure the default at Subtenant's cost if Subtenant fails to perform any of the obligations set forth in Section 4. 01, and such failure or violation is not cured within the time periods provided in Section 4 . 01. If Sublandlord, at any time, by reason of Subtenant's default, pays any sum or does any act that requires the payment of any sum, the sum paid by Lessor shall be immediately reimbursed from Subtenant to Sublandlord, and if paid at a later date shall bear interest at the Governing Interest Rate from the date the sum is paid by Sublandlord until Sublandlord is reimbursed by Subtenant. 112592:SAIMAN.AOR 9 4. 03 Subtenant's Waiver of statutory Rights. In the event of any termination of this /\ Sublease or re-entry by Sublandlord without termination as provided under this Article IV, Subtenant, so far as permitted by law, waives (a) any notice of re-entry or of the institution of legal proceedings to that end; (b) any right of redemption, re-entry, or repossession; and (c) any right to trial by jury. Executed as of the date first written above. SUBLANDLORD SUBTENANT Community Redevelopment Weseloh Investments Agency of the City of San Juan Capistrano By: By: The foregoing Sublease Agreement is hereby approved by the Master Landlord. The Price Company By: llzsn:sAwuwr.eoa 10 i AGENDA ITEM February 2, 1993 TO: Members of the Board of Directors of the San Juan Capistrano Community Redevelopment Agency FROM: George Scarborough, Executive Director SUBJECT: JOINT PUBLIC HEARING OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE, MASTER LEASE AND SUBLEASE AGREEMENTS FOR PROPERTY LOCATED AT 33949 DOHENY PARK ROAD (COMMUNITY REDEVELOPMENT AGENCY/PRICE CLUB/WESELOH INVESTMENTS) RECOMMENDATION: Open the Public Hearing and take public testimony. By motion, adopt the resolutions, approve and execute the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. SITUATION: On December 16, 1986, the Redevelopment Agency entered into a Disposition and Development Agreement (DDA) and Promissory Note with the Price Company for the construction of a 150,000 square foot Price Club building and retail use totalling approximately 60,000 square feet on 23.032 acres. At this time, a proposal for a car dealership at the Price Club Plaza has been submitted to the Agency. This use is not permitted under the terms of the existing DDA with the Price Company. In order to allow for this use, the Agency and the Price Company must amend the DDA and also enter into a Master Lease Agreement for the Premises. Concurrently, the Agency would enter into a Sublease Agreement with Weseloh Investments. Amending the DDA and entering into a Master Lease Agreement with the Price Company will ensure that the City will benefit from the sales tax originated by the car dealership. The Sublease Agreementwith Weseloh Investments is necessary to allow the Agency to subsidize the business venture and ensure its viability. FOR C1TY COUNCIL AGENDA..I" � �.,�`� l Agenda Item -2- February 2, 1993 BACKGROUND: The Price Club Plaza (the "Site"), located at 33949 Doheny Park Road, San Juan Capistrano,was built in 1987 by the Price Company. In order to ensure the viability of this project, the Agency purchased the entire 23.032-acre site with funds loaned to it by the Price Company for $10.50/sq.ft. The Agency then conveyed 12 acres to the Developer at $6.00/sq.ft. for construction of the Price Club and sold the remaining 11.032 acres to the Price Company for $10.00/sq.ft. These actions resulted in an Agency subsidy of approximately$2,600,000 in land costs and an additional$2,500,000 for public infrastructure, the EIR and a portion of the development fees. The sum total of these subsidies was loaned to the Agency by the Price Club and became subject to a Promissory Note. The payback structure for the loan was as follows: The first $400,000 of sales tax generated by the Price Club Plaza would go to the City, and the next$600,000 would go to the Developer for repayment of debt. The balance would be divided 50/50 between Agency and Developer. No tax increment funds will be utilized for repayment of debt. On October 1, 1991, the DDA and Promissory Note were amended to allow the Price Company to develop another Price Club or retail operation within 10 miles of the City limits. This amendment was negotiated to allow the Price Company to develop a Price Club in Irvine, technically within the stipulated 10-mile radius. The First Amendment to the DDA and Promissory Note resulted in an increase of $50,000 in sales tax revenue to the City. The payback structure for the loan is now as follows: the City receives the first $450,000 of sales tax, the next $600,000 goes to the Developer and the balance goes 50% to the City and 50% to the Developer. A. DDA Amendment The proposed Second Amendment to the DDA provides for the Price Company and the P P P P Y Community Redevelopment Agency to enter into a Master Lease Agreement for that 237,838 square foot portion of the Price Club Plaza containing a 45,000 foot square building (Bldg #6) (the 'Premises"). The Community Redevelopment Agency and Weseloh Investments,a California Corporation would concurrently enter into a Sublease Agreement for the Premises, pursuant to which Master Lease and Sublease Agreements, the Premises will be used for car dealership(s). In order to make it possible to enter into the Master Lease and Sublease Agreements, the Community Redevelopment Agency and the Price Company now desire to amend the DDA to provide for car dealerships as a permitted use on the Premises. The sales and use taxes generated from the Premises, during the tens of the Master Lease Agreement, are not to be included within the sales and use taxes generated on the Site for purposes of calculating the payments to be made by the Agency to the Price Company pursuant to the DDA and the Note. 0 9 Agenda Item -3- February 2, 1993 B. Master Lease Agreement The Master Lease Agreement between the Price Company and the Community Redevelopment Agency would be for an initial tern of ten years and one hundred eighty days. The Agency may, at its option, renew this lease agreement for four consecutive periods of five years. Notwithstanding the first one hundred and eighty days of the lease term, the Agency will pay to the Price Company a Base Rent of$300,000 per annum,payable in advance in twelve equal monthly installments. The Base Rent shall be increased on the fifth anniversary and every five years thereafter by an amount equal to 12% of the Base Rent for the year preceding the adjustment date. In addition to the Base Rent, the Agency shall pay to the Price Company a Common Area Rent of $3,000 per annum, payable in twelve equal monthly installments. The Common Area Rent shall be increased each year by a percentage amount based on the Consumer Price Index published by the Bureau of Labor Statistics. In addition, the Agency is to pay to the Price Company a Sales Tax Rent equal to twenty-two and one-half percent (221/2%) of the tax revenues collected by the City or any agency of the City from business activities conducted on the Premises. C. Sublease Agreement The Agency wishes to sublease to Weseloh Investments the Premises for the purpose of operating a new car dealership. The initial term of the Sublease Agreement shall be one day less than the initial term of the Master Lease Agreement, and each renewal term of the Sublease shall also be one day less than each renewal term of the Master Lease Agreement. According to the terms of the Sublease Agreement, Weseloh Investments shall exercise all of the rights of the Agency under the terms of the Master Lease Agreement. Weseloh Investments also agrees to pay directly to The Price Company the Base Rent, the Common Area Rent and all other impositions defined in the Master Lease. The Agency shall rebate to Weseloh Investments 471/2% of Tax Revenues collected by the City from any and all business activities conducted on or from the Premises, provided such rebate for any year does not exceed the Base Rent for such year. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: Not Applicable. 0 9 Agenda Item -4- February 2, 1993 FINANCIAL CONSIDERATIONS: The Agency would be subsidizing this project through the use of seventy percent (70%) of the sales tax derived from the business; therefore, the net gain to the Agency will be thirty percent (30%) of the sales tax originated from the car dealership. In the attached Summary Report prepared by Kosmont & Associates, Inc., pursuant to Section 33433 of the California Community Redevelopment Law, it shows that the Agency's gain will be approximately $33,000 in the first year (partial) of operation; $66,000 in the second year; $68,640 in the third year, etc. NOTIFICATION: The required legal notices of a Public Hearing were published on January 21, 1993, and January 28, 1993, in the Capistrano Valley News. In addition, The Price Company and Weseloh Investments received notification of this hearing. The proposed DDA Amendment, the Master Lease and Sublease Agreements, the California Community Redevelopment Law, Section 33433 Summary Report and the Categorical Exemption are on file in the City Clerk's Office. ALTERNATE ACTIONS: 1. Adopt the resolutions, approve and execute the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. 2. Do not adopt the resolutions and do not approve and execute the agreements. 3. Request further information from staff. RECOMMENDATION: By motion, adopt the resolutions, approve and execute the Second Amendment to the Disposition and Development Agreement and Promissory Note, and the Master Lease and Sublease Agreements. RWectfully submitted, arb ough ecut a Direct GS:J K:rmb attach SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW on the Auto Dealership Lease and Sublease Agreement by and between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO and THE PRICE COMPANY and WESELOH INVESTMENTS January 21, 1993 Prepared by Kosmont &Associates,Inc. • hOSMRT & 1�1i T 1.x Ret Exate Enuttemem•Finance•rrampomaum Adc Uuahn AUTO DEALERSHIP — SAN JUAN CAPISTRANO I. General Project Description The project site (Premises) is located in the City of San Juan Capistrano at 33949 Doheney Park Road, east of Victoria Boulevard. The Premises consists of 237,838 square feet of land and includes an existing building of approximately 45,000 square feet. The Price Company currently owns the project site. Under the terms of the lease and sublease agreements (Lease and Sublease respectively), the Price Company will lease the Premises to the Community Redevelopment Agency of the City of San Juan Capistrano (Agency) and the Agency will sublease the Premises to Weseloh Investments (Subtenant). Subtenant will secure one or more automobile dealerships to operate on the Premises. Initially, one dealership must be a factory authorized Ford, Toyota, or Chevrolet dealership (Approved Dealership). The lease between the Agency and the Price Company and the sublease between the Agency and Weseloh Investment limits the use of the Premises to automobile dealership uses. Key business points of the leases will be discussed below. II. Cost of Property Acquisition The Agency proposes to lease the Premises from the Price Company for an initial term of ten years and 180 days. The Agency has the option to extend the lease for an additional 20 years through four, five-year options. Under the lease the Agency will pay three types of rent: base rent, common area rent and sales tax rent. These are discussed below. Base Rent Base rent payable under the Lease is $300,000 per annum with a 12% increase at the end of every five years. The lease allows for a waiver of rent for the first 180 days, thus base rent in the first full year is $150,000. Common Area Rent Rent for common area maintenance and improvements is initially set at $3,000 per annum. Common area rent increases on an annual basis by the change in the consumer price index for Los Angeles, Anaheim and Riverside. For purposes of this evaluation, it is assumed that the annual increase in the consumer price index is four percent. -1- Ko,.M01 T & A�MMATES, INC. Nrnl Estaw Emmemem•Vtrt.,•Tmswrtaum j swam, Sales Tax Rent In addition to base rent, the Agency will pay sales tax rent in an amount equal to 22.5% of the sales tax revenues subvened by the State of California to the City or Agency resulting from business activities conducted on the Premises. Agency Costs In estimating gross Agency costs under the Lease, the following key assumptions have been made: Inflation for common area rent increases and taxable sales increase is assumed to be four percent per annum. Initial taxable sales for the auto dealership(s) at the site, based on the types of dealerships required, is projected at $22,000,000 per annum ($11,000,000 in the first partial year) adjusted annually for inflation. All four options to extend the lease term are exercised. Based on the above assumptions, gross Agency lease costs are estimated as shown in Exhibit 1. Total rent paid by the Agency over the 30.5 year maximum lease term amounts to $15,215,745. This amount includes $12,318,857 of base rent and $173,120 of common area rent. Sales tax rent amounts to $2,723,768. On a present value basis, discounted at 10%, the total rental payments amount to $3,860,653 or $16.23 per square foot of land. In the first stabilized year, Year 2, the annual rental payment is projected to be $352,620 or $7.83 per square foot of building area. Market Rent Evaluation The annual payments made by the Agency for the lease of the improved premises are at the low end of market rent for the lease of a 45,000 square foot structure. Food tenants (Ralphs, Vons, etc.) traditionally pay rents in the range of $7.50 per square foot to $10.00 per square foot depending on location. Soft goods discount tenants exhibit a larger range of rents, from $7.50 per square foot to $13.00 per square foot depending on the location. Given the Premises location at the rear of the overall property with easement access rather than direct access to Doheney Park Road, the rent paid by the Agency represents a market rate rent. The above uses are consistent with the redevelopment plan and with the existing uses on the remainder of the site. The rent payments made by the Agency to the Price Company represent a highest and best use payment for the Premises. —2— 0 9 bSMO1 T & A,�,WATES. I)l'. Ne:N Estate EnLllement•Finance•hansq�rtauoN Ur Vualn� IIL PPa=ents Received by Agency Under the terms of the Sublease the Agency proposes to sublease the Premises to Subtenant for an initial period of ten years and 179 days. The sublease also allows for four, five-year options. Thus the term of the Sublease is one day less than the Lease. Under the Sublease, Subtenant assumes the Agency's obligation to pay base rent and common area rent. In fact, Subtenant is to make these payments directly to the Price Company. Under the Sublease, Subtenant will also receive a rent rebate as discussed below. Rent Rebate Under the terms of the Sublease, the Agency will rebate to Subtenant an amount equal to 47.5% of the sales tax revenues subvened by the State of California to the City or Agency resulting from business activities conducted on the Premises. The rent rebate in any year may not exceed the base rent paid in the same year. Payments Received The same assumptions identified in Section II above also apply to the payments received by the Agency. As shown on the right side of Exhibit 1, the Agency will receive a net revenue flow of $6,741,800. Of this amount $12,318,857 is base rent and $173,120 is common area rent. The $12,491,977 of rent payments is offset by $5,750,176 of rent rebates. On a present value basis, discounted at 10%, the Agency's net payments received amount to $1,903,538 or $8.00 per square foot of land. In the first stabilized year, net rental payments amount to $198,620 or $4.41 per square foot of building area. Market Rent Evaluation Auto dealership rent factors are traditionally measured as a percentage of sales. Rent factors for dealerships generally range from 0.8% of sales to 1.2% of sales with high volume dealerships paying at the lower end of the range and low volume dealerships toward the higher end of the range. Rent factors for the major dealerships (i.e. the Approved Dealerships) tend to be lower than those of other dealerships. The initial stabilized rent of $198,620 amounts to 0.9% of sales. This rent level is within the market range for a medium to high volume major dealership. —3— kO _1I01 T & ASSOCI.JEI IAC. u Nell Estate Entalement•Finance•hanspontnta'air Vualat IV. Agency Subsidy The Agency subsidy for this project is the difference between the net payments received by the Agency as sublandlord reduced by those payment obligations incurred by the Agency as tenant. As shown in Exhibit 1, the net cost to Agency is $8,473,944. On a present value basis, discounted at 10%, the Agency subsidy amounts to $1,957,116 or $8.23 per square foot of land. As discussed in the previous Sections the payments made by the Agency to the Price Company for the lease of the Premises represent market rate payments. Correspondingly, the payments made by the Subtenant to the Agency for the use of the Premises as an auto dealership also represent market rate payments for this type of use. The Agency subsidy is required, therefore, to effectuate the project due to the difference in market rate payments that can be made by commercial/retail uses versus auto dealership uses. —4— Exhibit 1. Summary of Land Rent Payments RENT PAID TO LANDLORD RENT PAID BY SUBTENANT BY TENANT(AGENCY) TO SUBLANDLORD(AGENCY) Taxable Sales Tax Total Rent Sales Tan Total Rent Sada Sala Common Rent Paid Common Rebate Collected Net Cost Volume Tax®1% Raw Rent Area Ren( 822,5% by Apmu Base Rent Area 647.5% by Aeener to Agency Year 1 11,000,000 110000 150,000 3,000 24,750 IT7,750 150,000 3,000 (52,250) 100,750 m.B00> year .22,000,000 220000 300000 3,120 49,500 352,620 300,000 3,120 (104,500) 198,620 (154,000) Year3 22,880,000 228,800 300,000 3,245 51,480 354,725 300,000 3,245 (108,680) 194,565 (160,160) Year 23,795,200 237,952 300,000 3,375 53,539 356,914 300,000 3,375 (113,027) 190,347 (166,566) Year 24,747,008 247,470 300,000 3,510 55,681 359,190 300,000 3,510 (111,548) 185,961 (173,229) • Year 25,736,888 257.369 336,000 3,650 57,908 397,558 336,000 3.650 (122250) 217,400 (180,158) Year 26,766,364 267,664 336AM 3,796 60,224 400,020 336,000 3,796 (127,140) 212,656 (187,365) Year 27,837,018 279.370 336,000 3,948 62,633 402,581 336,000 3,948 (132.226) 207,722 (194,859) Year 28,950,499 289,505 336,000 4,106 65,139 405,244 336,000 4,106 (137,515) 202,591 (202,653) Year 10 30,108,519 301M 336,000 4,270 67,744 408,014 336,000 4,270 (143,015) 197,254 (210,760) Year 11 3012,860 313,129 376.320 4,441 70,454 451.215 376,320 4,441 (148,736) 232,025 (219,190) Year 12 32,565,374 325,654 376,320 4,618 73,272 454.210 376,320 4,618 (154,686) 226253 (227958) Year 13 33,867,989 338.680 376,320 4,803 76,203 457,326 376,320 4,803 (160,873) 220250 (237,076) Year 14 35.222,709 352.227 376.320 4,995 79.251 460,566 376,320 4,995 (167,308) 214,007 (246,559) Yeat 15 36.631,617 366,316 376,320 5,195 82,421 463,936 376,320 5,195 (174,000) 207,515 (256,421) Year 16 38,096,882 380,969 421,478 5,403 85,718 512.599 421,478 5,403 (180960) 245.921 (266,678) Year 17 39,620,757 396,208 421,478 5,619 89,147 516.244 421,478 5,619 (188,199) 238,899 (277,345) Year IS 41.205,587 412A56 421,478 5,844 92,713 520,035 421,478 5,844 (195,727) 231.596 (288,439) Year 19 42,853,811 428.538 421,478 6,077 96,421 523.977 421,478 6,077 (203,556) 224,000 (299,977) Year 20 44367,963 445,680 421,478 6,321 100.278 528,077 421,418 6,321 (211,698) 216,101 (311976) Year 21 46,350,682 463,507 472,056 6,573 104.289 582,918 472,056 6,573 (220,166) 258,463 (324,455) Year 22 48.204,709 482,047 472,056 6,836 108,461 587,353 472,056 6,836 (228,972) 249,920 (337,433) Year 23 50,132,898 501.329 472,056 7,110 112,799 591,965 472,056 7,110 (238,131) 241,034 (350930) • Year 24 52,138.213 521.382 472,056 7,394 117.311 596,761 472,056 7,394 (247,657) 231,793 (364,967) Year 25 54.223,742 542.237 472,056 7,690 122,003 601,749 472,056 7,690 (257,563) 222,183 (379,566) Year 26 56392,692 563.927 528,703 7,998 126,884 663,584 528,703 7,998 (767,865) 268,835 (394,749) Year 27 58,648,399 586,484 528,703 8,317 131,959 668,979 528,703 8,317 (278,580) 258,440 (410339) Year 28 60,994,335 609,943 528,703 8,650 137.237 674,590 528,703 8,650 (289,723) 247,630 (426,960) Year 29 63,434,109 634341 528,703 8,996 142,727 680,425 528,703 8,996 (301312) 236,387 (444,039) Year 30 65,971,473 659,715 528,703 9,356 148,436 686,494 528,703 9,356 (313364) 224,694 (461,800) Year 31 34305,166 397,032_ 2960734-V11 77,187 378.125 296073 4.e65 (162 9501 137989 (240.1361 12,105,635 12318,857 173,120 2,723,768 15215,745 12318,857 173,120 (5,750,176) 6,741,800 (8,473,944) Net Present Value @ 10% 3,860,653 Net Present Value @ 10% 1.903 538 (1,957,116) Pmpered by Kosmont&Associates,Inc. 610 Noah Itollywood Way Suite 350,Burbank,CA 91505 (818)840.8565 I120r93 0 0 CRA RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO APPROVING AN AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY 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 proposed to enter into the attached Amendment to the Disposition and Development Agreement(DDA) and Promissory Note with the Price Company and where the Participant has submitted to the City copies of the said proposed Agreement in the 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 Board of Directors 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 The Price Company and the Agency to enter into a Master Lease Agreement for that 237,838 square foot portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6) (the "Premises"). The Agency and Weseloh Investments, will concurrently enter into a Sublease Agreement for the Premises pursuant to which Master Lease and Sublease Agreements, the Premises will be used for a car dealership(s); and, WHEREAS,in order to make it possible to enter into the Master Lease and Sublease Agreements, the Agency and the Price Company now desire to amend the DDA to provide for a car dealership(s) as a permitted use on the Premises. The sales and use taxes generated from the Premises, during the term of the Master Lease Agreement are not to be included within the sales and use taxes generated at the Price Club Plaza for purposes of calculating the payments to be made by the Agency to the Price Company pursuant to the DDA and the Note; and, WHEREAS, the Agency has duly considered all terms and petitions of the proposed Agreement and believes that the Agreement is in the best interest of the City of San Juan Capistrano and the health, safety and welfare of its residents, and in accord with public purposes and provisions of the applicable estate and local law and requirements. 1 NOW, THEREFORE BE IT RESOLVED, the Community Redevelopment Agency of the 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 that pertain to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the proposed Amendments to the Disposition and Development Agreement and Promissory Note are a benefit to the Project Area and are meeting the goals of the Redevelopment Plan. 3. The Amendment to the original Disposition and Development Agreement is hereby approved. 4. The Chairperson 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. The foregoing resolution was regularly introduced and adopted at a joint meeting of the City Council in San Juan Capistrano and the Community Redevelopment Agency duly held on day of 1993. PASSED, APPROVED, AND ADOPTED this day of 1993. Carolyn Nash, Chairperson ATTEST: Cheryl Johnson, Agency Secretary 2 STATE OF CALIFORNIA ) 4POUNTY OF ORANGE ) SS CITY OF SAN JUAN CAPISTRANO } I, CHERYL JOHNSON, Agency Secretary of the Redevelopment Agency of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of CRA Resolution No. adopted by the Community Redevelopment Agency of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, AGENCY SECRETARY 0 0 CRA RESOLUTION NO. APPROVING MASTER LEASE AGREEMENT BETWEEN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY AND THE PRICE COMPANY A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING A MASTER LEASE AGREEMENT OF THAT CERTAIN 237,838 SQUARE FOOR PORTION OF THE PRICE CLUB PLAZA CONTAINING BUILDING #6, WHICH PROPERTY IS LOCATED IN THE SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT AREA. WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (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 a Master Lease Agreement (the "Agreement"), made a part hereof by reference, with The Price Company (the "Lessor") for the lease of the premises (the "Premises")in the San Juan Capistrano Central Redevelopment Project Area, described in the Agreement as approximately that 237,838 square feet portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6); and, WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.), the Agency and this City held a joint public hearing on the Agreement and the proposed lease of the Premises, having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; and, WHEREAS, the Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the Premises 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, the proposed lease agreement was determined by the Planning Director to be Categorically Exempt pursuant to California Environmental Quality Act Guidelines (CEQA), Class 5. -1- 0 0 NOW, THEREFORE, BE 1T 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 the proposed lease of the Premises and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby further finds and determines that all consideration under the Agreement is in an amount necessary to effectuate the purposes of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project. 3. The Categorical Exemption adequately considered all environmental impacts potentially caused by the proposed lease of Premises as there are no substantial changes in the proposed lease which would alter the determination that the project is exempt under CEQA Guidelines, Class 5. 4. The lease of the Premises and the proposed Agreement, which establish the terms and conditions therefor, are hereby approved. 5. The Chairperson 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 Agency Secretary. 6. 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 responsibilities and duties to be performed under the Agreement, and related documents. PASSED, APPROVED, AND ADOPTED this day of 1993. CAROLYN NASH, CHAIRPERSON ATTEST: CHERYL JOHNSON, AGENCY SECRETARY -2- • • STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, Agency Secretary of the Redevelopment Agency of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of CRA Resolution No. adopted by the Community Redevelopment Agency of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, AGENCY SECRETARY CRA RESOLUTION NO. APPROVING SUBLEASE AGRF.F,MENT BETWEEN THE SAN JUAN CAPLSTRAN0 COMMUNTI Y REDEVELOPMENT AGENCY AND WESELOH INVESTMENTS A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING A SUBLEASE AGREEMENT OF THAT CERTAIN 237,838 SQUARE FOOT PORTION OF THE PRICE CLUB PLAZA CONTAINING BUILDING #6 TO WESELOH INVESTMENTS, WHICH PROPERTY IS LOCATED IN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT PROJECT AREA. WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (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 a Sublease Agreement (the "Agreement"), made a part hereof by reference, with Weseloh Investments (the "Sublessee") for the lease of the premises (the 'Premises")in the San Juan Capistrano Central Redevelopment Project Area, described in the Agreement as approximately that 237,838 square foot portion of the Price Club Plaza containing a 45,000 square foot building (Bldg #6). WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.), the Agency and this City held a joint public hearing on the Agreement and the proposed lease of the Premises,having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; and, WHEREAS, the Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the Premises thereto is in the best interest 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, the proposed sublease agreement was determined by the Planning Director to be Categorically Exempt pursuant to California Environmental Quality Act Guidelines (CEQA), Class 5. 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 the proposed lease of the Premises and to other matters pertaining to this transaction, and that all such -1- oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the consideration and improvements by the Sublessee for the lease of the Premises is in accordance with the covenants and conditions governing such lease. The Agency hereby further finds and determines that all consideration under the Agreement is in an amount necessary to effectuate the purposes of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project. 3. The Categorical Exemption adequately considered all environmental impacts potentially caused by the proposed lease of Premises as there are no substantial changes in the proposed lease which would alter the determination that the project is exempt under CEQA Guidelines, Class 5. 4. The lease of the Premises and the proposed Agreement, which establish the terms and conditions therefor, are hereby approved. 5. The Chairperson 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 Agency Secretary. 6. 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 responsibilities and duties to be performed under the Agreement, and related documents. PASSED, APPROVED, AND ADOPTED this day of 1993. CAROLYN NASH, CHAIRPERSON ATTEST: CHERYL JOHNSON, AGENCY SECRETARY -2- ! ! STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, Agency Secretary of the Redevelopment Agency of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of CRA Resolution No. adopted by the Community Redevelopment Agency of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of 1993, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, AGENCY SECRETARY • f AFFIDAVIT OF PUBLICATION Space below for Filing Stamp Qn+y, tri STATE OF CALIFORNIA COUNTY OF ORANGE I am a citizen of the United States and a resident of the County aforesaid.I am over the age of eighteen years,and not a party to or proof of Publication of interested in the above entitled matter.I am the principal clerk of the Capistrano Valley News, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the NOTICE OF VUBLIC HEARING County of Orange, State of California, on June 7, 1984, Case o. ..................... ............................................... A-122949 in and for the City of San Juan Capistrano, County of Orange,State of California;that the notice,of which the annexed is a true printed copy, has been published in eachregular and entire tire - -' issue of said newspaper and not in any supplementNOTICE OF PUBLIC HEARING following dates,to wit: CITY OF SAN JUAN CAPISTRANO JOINT PUBLIC NEARING-CITY-OB SAN JUAN CAPISTRANO,SAN JUAN CAPISTRANO OOMINNM R& DEVELOPMENT AGENCY CONSIDERATION OF PROPOSED A11214INIS IT TO TME EXISTING DISPOSITION AND AO— January 21, 28, 1993 KENT AND PROMMSSORYNOTE TessANn'AN CAPISTRANO COMMUNITY REDS AGXMQV;; I declare under penalty of perjury that the foregoing is true and PPRRIICEOOMPANYYAAINLEASE IDD THE SAN UAIe��t7�61111- correct. MUNITY REDEVELOMENT AGENCY;A • PHOPO=D SUBLEASEAGREEMENTBaTNEENTNF TY, DEVELOPMENT AGENCY AND WESNGOMINVXS (COMMUNITY REDEVELOPMENT AGENCYIrMCE CLUB/-I WESELON INVESTMENTS) NOTICE IS HERESY GPV%N,that m IM,2W40 NFabrWry. 1099,st 7:00 P.M.,In the City Coantil Chpi�bW,12M Peen Executed at Mission Viejo,Orange County,California,on ACiaOl,ofnta,SmJ—cobWII-,c.Wbrou,I*Cftrcmoa n , Sen Jam CepiedMmO OW Ma SmJm Cgii ram COM. rmoity Rdo"WiMmt AtRmY wDl land a)"Public hmsi s J ........................................ W "t(o the CaSI&M Cate mit Rpt Irw;anuar 287 1993ham'hAsawyC*aseetian"s1omk.0A''th mmme°r Y......... ......................... emaderiM LThe approe0 of a PWmed-AMMIMI t to the milt! DISIMatm,and Dese OM-A Apalamt Nn"DDA-)and Pr=W W,Y Note(the"N1tIJ b0mm ft 011110,Rq &-elimmt Aipme'and the Price 011pap;ald, ..........._. ................................................. 2.A prwa d Maher L,1ea AQemmt h0mm the Prim. Colpmy and the OmMml,Red.1.100W ASener. (Slgnatu 3.Apropleed — �_._--- UOPOPS . 7 8 -'08W OM. aged My 4114" 110'31110 polo* W4"Miirt Capistrano Valley News ride �c (A Publication of South Orange County News) we 23611 Via Fabricante ulwdpRE�lM�!r1.1AM P. O. Box 3629 ' Mission Viejo, California 92690 ¢i tKtINiI (714)768-3631 andsKf Pt*VONW45w. 't>BMDMI'oliattal' r"1 - BRs - 1q�M dYIMl4p�%+ AW 11 lie qi g NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Bea Gougeon, Legal FOR PUBLICATION ON: THURSDAY, JANUARY 21, 1993 THURSDAY, JANUARY 28, 1993 DOCUMENT TO BE PUBLISHED: NOTICE OF JOINT PUBLIC HEARING - PROPOSED AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT, PROMISSORY NOTE, PROPOSED MASTER LEASE AND SUBLEASE (COMMUNITY REDEVELOPMENT AGENCY/ PRICE CLUB/ WESELOH INVESTMENTS) FOR PUBLICATION ON: Please send to: City Clerk' s Division City Hall 32400 Paseo Adelanto San Juan Capistrano, California, 92675 (714) 493-1171 AUTHORIZED BY:— DATE: January 13 , 1993 Date of Public Hearing - 02/02/93 Date notice published - 01/21/93 - 01/28/93 Date affidavit received - 2-12l93a,)� Date notice posted in designated posting places (3) - 01/21/93 Date notice posted on property - N/A Date of mailing notice to interested parties - 01/21/93 Date notice transmitted to City Manager' s Office - 01/14/93 notice c w PUBLIC HEARING CITY Of SAN JUAN CAPISTRANO JOINT PUBLIC HEARING CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CONSIDERATION OF PROPOSED AMENDMENT TO THE EXISTING DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE BETWEEN THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY; PROPOSED MASTER LEASE AGREEMENT BETWEEN THE PRICE COMPANY AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY; AND, A PROPOSED SUBLEASE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND WESELOH INVESTMENTS (COMMUNITY REDEVELOPMENT AGENCY/PRICE CLUB/WESELOH INVESTMENTS) NOTICE IS HEREBY GIVEN, that on the 2nd day of February 1993 , 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 and the San Juan Capistrano Community Redevelopment Agency will hold a joint public hearing pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000 et seq) for the purpose of considering: I. The approval of a proposed Amendment to the existing Disposition and Development Agreement (the "DDA") and Promissory Note (the "Note") between the Community Redevelopment Agency and the Price Company; and, 2 . A proposed Master Lease Agreement between the Price Company and the Community Redevelopment Agency; and, 3 . A proposed Sublease Agreement between the Community Redevelopment Agency and Weseloh Investments. The proposed Amendment to the Disposition and Development Agreement provides for the Price Company and the Community Redevelopment Agency to enter into a Master Lease Agreement for a 51, 385-square- foot building (Building #6) (the "Premises") . The Community Redevelopment Agency and Weseloh Investments, a California Corporation would concurrently enter into a Sublease Agreement for the Premises, pursuant to which Master Lease and Sublease Agreements, the Premises will be used for a car dealership. In order to make it possible to enter into the Master Lease and Sublease Agreements, the Community Redevelopment Agency and the Price Company now desire to amend the Disposition and Development Joint Public Hearing Price Club/Weseloh Investments Page 2 Agreement to provide for car dealerships as a permitted use on the Premises, and for the sales and use taxes generated from the Premises during the term of the Master Lease Agreement to not be included within the sales and use taxes generated on the Site for purposes of calculating the payments to be made by the Agency to the Price Company pursuant to the Disposition and Development Agreement and the Note. The purpose of the public hearing is to consider: 1. The proposed Amendment to the Disposition and Development Agreement and Promissory Note between the San Juan Capistrano Community Redevelopment Agency and the Price Company; and, 2 . The proposed Master Lease Agreement between the Price Company the San Juan Capistrano Community Redevelopment Agency; and, 3 . The proposed Sublease Agreement between the San Juan Capistrano Community Redevelopment Agency and Weseloh Investments ; and, 4 . All evidence and testimony for and against the approval of the Disposition and Development Agreement Amendment, the Master Lease Agreement and the Sublease Agreement. At any time not later than the hour aforesaid set for the hearing, any person objecting to the proposed Disposition and Development Agreement Amendment, the proposed Master Lease Agreement or the proposed Sublease 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 thereto. Any persons or organizations desiring to be heard may appear before the Agency and the City Council and show cause why the Disposition and Development Agreement Amendment, the Master Lease Agreement or the Sublease 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 to the Agency, City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California 92675 : 1. A copy of the proposed Amendment to the Disposition and Development Agreement and Promissory Note. Joint Public Hearing Price Club/Weseloh Investments Page 3 2 . A copy of the Master Lease between the Price Company and the San Juan Capistrano Community Redevelopment Agency. 3 . A copy of the Sublease Agreement between the San Juan Capistrano Community Redevelopment Agency and Weseloh Investments. 4 . A Summary Report which describes and specifies: a. The estimated value of the interest to be leased and subleased. b. The Master Lease Agreement to be executed between the Redevelopment Agency and the Price Company and the sum of the Master Lease payments during the term of the Master Lease. C. The sublease Agreement to be executed between the Redevelopment Agency and Weseloh Investments and the sum of the Sublease payments during the term of the Sublease. 3 . A copy of the Categorical Exemption issued by the Planning Director. 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 Julia Kimminau, Community Development at 493-1171. CHERYL JO N, CITY CLERK FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on January 21, 1993 , I 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 January 21, 1993 , and January 28, 1993 , the above Notice was published in the Capistrano Valley News newspaper. I declare under penalty of perjury that the foregoing is true and correct. CHERYL J , uON;mITY CLE/f , City of San Juan Capistrano California MAIL LIST FOR THE CITY COUNCIL/COMMUNITY REDEVELOPMENT AGENCY JOINT PUBLIC HEARING SCHEDULED FOR FEBRUARY 2, 1993: Mr. Joseph R. Satz Vice President/Counsel Price Club P.O. Box 85466 San Diego, CA 92138 Mr. Ben Weseloh Weseloh Investments 5335 Paseo del Norte Carsibad, CA 92008 San Juan Capistrano Community Redevelopment Agency October 9, 1991 Mr. Joseph R. Satz Vice President/Counsel Price Club P. O. Box 85466 San Diego, California 92138 Re: Amendment to Price Club Disposition and Development Agreement Dear Mr. Satz: At their regular meeting held October 1, 1991, the San Juan Capistrano Community Redevelopment Agency Board of Directors and the City Council of the City of San Juan Capistrano held a joint public hearing on the proposed amendment to the Price Club Disposition and Development Agreement and Promissory Note. Following that hearing the two boards adopted resolutions approving the Amendment to the Disposition and Development Agreement and Promissory Note. Copies of the resolutions approving the Amendment, City Council Resolution No. 91-10-1-2 and Community Redevelopment Agency Resolution No. CRA 91-10-1-1, are enclosed for your files. A fully-executed copy of the Amendment to Disposition and Development Agreement and Promissory Note is also attached. If you need any further information, please let us know. Ver truly yours, Cheryl Johnson City Clerk Enclosure cc: Executive Director Cassandra Walker 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 OCTOBER 1, 1991 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Buchheim at 7: 22 p.m. in the City Council Chamber. ROLL CALL: PRESENT: Lawrence F. Buchheim, Chairman Gil Jones, Vice Chairman Kenneth E. Friess, Director Gary L. Hausdorfer, Director Jeff Vasquez, Director ABSENT: None STAFF PRESENT: Stephen B. Julian, Executive Director; Thomas Tomlinson, Deputy Director; Thomas P. Clark, Agency Counsel ; David Bentz , Finance Officer; George Scarborough, Assistant City Manager; Cheryl Johnson, City Clerk; William Huber, Director of Engineering and Building; Al King, Jr. , Director of Community Services; Nancy Bernardi, Recording Secretary. MINUTES Regular Meeting of September 17 , 1991: It was moved by Vice Chairman Buchheim, seconded by Director Vasquez, that the Minutes of the Regular Meeting of September 17 , 1991, be approved as submitted. The motion carried by the following vote: AYES: Directors Friess, Hausdorfer, Jones, Vasquez, and Chairman Buchheim NOES: None ABSENT: None PUBLIC HEARINGS � 1. JOINT PUBLIC HEARING WITH THE CITY COUNCIL - PROPOSED AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE (PRICE CLUB) (600.40) This hearing was conducted jointly with the City Council. Proposal: Hearing held pursuant to Health and Safety Code Section 33000, et seq. , to consider a request from the Price Company -1- 10/1/91 to accommodate construction of a Price Club in Irvine in an area within a 10-mile radius of the City limits. The proposed amendment to the existing Disposition and Development Agreement between the Price Company and the Agency would a) provide the Agency with an additional $50, 000 in sales tax in the event that a Price Club opens in the City of Irvine, which is within 10 miles of the incorporated boundaries of San Juan Capistrano, and b) waive the right of the Agency to discharge the Promissory Note. Written Communication: Report dated October 1, 1991, from the Executive Director, forwarding the proposed agreement for the Price Company to construct another Price Club within 10 miles of the City boundaries at the Irvine site only. Mr. Julian made an oral presentation. Public Hearing: Notice having been given as required by law, Mayor Friess opened the Public Hearing, and there being no response, closed the hearing. Approval of Amendment to Agreement: It was moved by Director Hausdorfer, seconded by Director Jones, that the following Resolution be adopted: RESOLUTION NO. CRA 91-10-1-1, AMENDING PRICE COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT - A RESOLUTION OF THE SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY, APPROVING AN AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY The motion carried by the following vote: AYES: Directors Friess, Hausdorfer, Jones, Vasquez, and Chairman Buchheim NOES: None ABSENT: None BOARD ACTIONS 1. RECEIVE AND FILE WARRANTS OF AUGUST 30 AND SEPTEMBER 19, 1991 (300. 30) It was moved by Director Hausdorfer, seconded by Director Jones, and unanimously carried that the Lists of Demands -2- 10/1/91 AGENDA ITEM October 1, 1991 TO: Chairman and Board of Directors of the Community Redevelopment Agency FROM: Stephen B. Julian, Executive Director SUBJECT: Joint Public Hearing of the City of San Juan Capistrano and the San Juan Capistrano Redevelopment Agency on the Proposed Amendment to an Existing Disposition and Development Agreement and a Promissory Note with the Price Company SITUATION: On December 16, 1986, the Redevelopment Agency entered into a Disposition and Development Agreement and Promissory Note with the Price Company for the construction of a 150, 000-square foot Price Club building and retail use totalling approximately 60, 000 square feet on 23 . 032 acres. As noted on the Amendment to the Disposition and Development Agreement (DDA) , Section 3 03 (2) of the DDA provides in part if the Developer opens a Price Club or another retail operation within 10 miles of the incorporated boundaries of the City of San Juan Capistrano, the balance of the note shall be waived and fully discharged. The Community Redevelopment Agency has received a request from the Price Company to open a site located in the City of Irvine which is technically within 10 miles of our incorporated boundaries. The Price Company has requested that the Redevelopment Agency waive its right to have the Note discharged in the event that a Price Club opens on this Irvine site, and only the Irvine site. In compensation for the right to open this additional Pripe Club facility and the City/Redevelopment Agency not taking action to waive the Note, the Price Club has agreed to also amend the DDA to provide for the Agency to receive additional $50, 000 in sales tax above what the City receives in its current Agreement. The following schedule depicts the change that would occur: Existing Agreement: a) The first $400, 000 in sales tax goes to the Agency; b) The next $600, 000 in sales tax goes to the Developer; C) Balance, 50% to the Agency, 50% to the Developer. Under the new Agreement: a) The Agency would receive the first $450, 000 in sales tax; b) The next $600, 000 to the Developer; c) Balance, 50% to the Agency, 50% to the Developer. Both of these Amendments to the Agreement would go in effect at the time that a Price Club or some retail operation opens for business on the Irvine site. /j � FOR CITY COUNCIL AGF-N4'7." j Agenda Item - 2 - October 1, 1991 Based on the receipt of an additional $50, 000 in sales tax and the determination that an opening of a Price Club in the Irvine area would not negatively impact our location, it is staff's recommendation that the Redevelopment Agency amend the Disposition and Development Agreement and Promissory Note with the Price Company allowing them to develop the Irvine site only within our 10-mile area. For compensation, the Redevelopment Agency will receive an additional $50, 000 in sales tax. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: The Amendment to the Disposition and Development Agreement and Promissory Note wold provide the Redevelopment Agency receive the first $450, 000 in sales tax from the Price Club Development which is an increase of $50, 000 over the original Agreement. NOTIFICATION: The required legal notices of a Public Hearing were published on September 19, 1991, and September 26, 1991, in the Capistrano Valley News. No other public notice is required by law. ALTERNATE ACTIONS: 1. By motion, adopt the resolution approving the Amendment to the Disposition and Development Agreement and Promissory Note. 2 . Do not adopt the Resolution. 3 . Request further information from staff. ------------------------------------------------------------------- ------------------------------------------------------------------- RECOMMENDATION• By motion, adopt the resolution approving the Amendment to the Disposition and Development Agreement and Promissory Note. Authorize the Chairman and Executive Director to execute the documents . ------------------------------------------------------------------- ------------------------------------------------------------------- Respectfully submitte tepheB. Julian Executive Director SBJ:JCP:rmb attach NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Bea Gougeon, Legal FOR PUBLICATION ON: THURSDAY, SEPTEMBER 19, 1991 THURSDAY, SEPTEMBER 26, 1991 DOCUMENT TO BE PUBLISHED: NOTICE OF JOINT PUBLIC HEARING - PROPOSED AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE (PRICE CLUB) 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: ✓y(Q� DATE: September 12, 1991 Date of Public Hearing - 10/01/91 Date notice published - 09/19/91 - 09/26/91 Date affidavit received - 6113olgidInt- _— Date notice posted in designated posting places (3) - 09/19/91 Date notice posted on property - N/A Date of mailing notice to interested parties - 09/19/91 Date notice transmitted to City Manager's Office - 09/13/91 notice f w Im nn PUBLIC HEARING �A1.IFUItN�P CITY OF SAN JUAN CAPISTRANO JOINT PUBLIC HEARING CITY OF SAN JUAN CAPISTRANO AND SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY PROPOSED AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE (PRICE CLUB) NOTICE IS HEREBY GIVEN, that on the 1st day of October, 1991, at 7:00 P.M., in the City Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano, California, the San Juan Capistrano City Council (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 and Safety Code Section 33000 et seq.) for the purpose of considering the approval of an Amendment to the existing Disposition and Development Agreement and Promissory Note with Price Club, originally approved on December 16, 1986. The Amendment provides for the Agency to receive an increase in allocated tax revenue from the first $400,000 to the first $450,000 in exchange for allowing the Price Club to develop another Price Club facility within a 10- mile radius of the incorporated boundaries of the City of San Juan Capistrano. The proposed Amendment calls for a change in the allocation of tax revenues to the Agency from $400,000 to $450,000 and the next $600,000 to the Developer as currently in the Agreement with the balance beyond that amount going 50% to the Agency and 50% to the Developer. This is status quo to the current Agreement. In return for the Agency receiving this additional allocation of tax revenue, the Agency would agree to allow the Price Club to build a similar retail operation to be located on a specific site in Irvine which is within a 10-mile radius of the boundaries of the City of San Juan Capistrano. The Irvine site is proposed to be on Technology Drive between Alton Parkway and Barranca Parkway in the City of Irvine, California. The purpose of the Public Hearing is to consider: 1. The proposed Amendment to the Disposition and Development Agreement and Promissory Note between the San Juan Capistrano Community Redevelopment Agency and the Developer; and, 2. All evidence and testimony for and against the approval of the Amendment. At any time not later than the hour aforesaid set for the hearing, any person objecting to the proposed Amendment or to the regularity of any of the prior proceeding may file in writing with the City Clerk a statement of his or her objections hereto. Any persons or organizations desiring to be heard may appear before the City Council and the Agency and show cause why the Amendment should not be approved. At the aforesaid hour, the City Council and the Agency Board of Directors shall proceed to hear and pass upon all written and oral objections. The following documents are available for public inspection during regular office hours Joint Public Hearing City of San Juan Capistrano San Juan Capistrano Community Redevelopment Agency Amendment to Disposition the Development Agreement and Promissory Note Page 2 (8:00 A.M. to 5:00 P.M., Monday through Friday) at the Office of the City Clerk and the Secretary of the Agency, City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California 92675: A copy of the proposed Amendment to the Disposition and Development Agreement and Promissory Note. 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 or the Community Redevelopment Agency at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk/Agency Secretary. For further information, you may contact the Community Redevelopment Agency at 493-1171. CHERYL JOHNSQN, CITY CLER f Vl r. 36bgJ, +� S P 0 I Ox g5gbb ' Oafn 0-cj CA q a ) 38 FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION CHERYL JOHNSON, 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 September 19, 1991, 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 September 19, 1991 and September 26, 1991, the above Notice was published in the Capistrano Valley News newspaper. CHERYL JOHNSON, CITY CLERK City of San Juan Capistrano, California RFeflyeD SFP 30 4 ai PM T AFFIDAVIT OF PUBLICATION i DEPnra,pT���ENT1 Space below for FJUif� d�F`Trfp'dNI J 4 4 ` i� STATE OF CALIFORNIA COUNTY OF ORANGE I am a citizen of the United States and a resident of the County aforesaid. I am over the age of eighteen years,and not a party to or proof of Publication of interested in the above entitled matter.I am the principal clerk of the Capistrano Valley News, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange, State of California, on June 7, 1984, Case No. NOTICE OY PUBI•TC HEARIN(, A-122949 in and for the City of San Juan Capistrano, County of .........•.....•.•.•.•...................................................................................... Orange,State of California;that the notice,of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates,to wit: NOTICE OF PUBLIC HEARING �1 CITY OF SAN JUAN CAPI TRANO JOINT PUBLIC BEARING CITY OF SAN JUAN'CAPISTRANO AND SAN JUAN September 19, 26, 1991 CAPISTRANO REDEVELOPMENT AGENCY PROPOSED AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE(PRICE CLUB NOTICE IS HEREBY GWEN.that on the 19 day of October, I declare under penalty of perjury that the foregoing is true and 1981,at 9D0 P.M.,in the City Council Chamber,32"Paced corm Adelanto, San Juga Capistrano, California, the San Juan Capistrano City Council(the"Cily'9 mad the Sm Juan Capistrano Community Redevelopment Agency(the"Agency')will hold a Joint Public Hearing Pursuant b the California Community I Rdevelopment Law(Health and Safety Code Sector,33098 el seq.)for the purpose of considering the approval of"Amend- ' maul to the vdalsg DiRosition sad Mvelopmant Agreement i and Promissory NOW with Price Club,Orill malty appeared oo " Executed at Mission Viejo, Orange County,California,on December 1&1986.The Amendment provides for the Agency R \ 1 receive an increase in allocated to feveaue from Ne first $100,000 to the And$450,001)fn exchume far alloofng the Price I \ September 26 1991 Club to develop another Price Club facility within 1Umile radius p , of the incorporated boundaes of the Cit of San Juan ............................................................................................................. The Capistrano. The proposedAmendmentthe Agenccarsm$ changeis the-Duration and as ` onof revenues m the Agency from fume 0 m n the 0 reed the next the bale ce be Developer as amount 9-Uy 0 the Agreement with the balance beyond that amount along quo m the Agency .......................... ........................... and 50%eme t.the Developer.This m status 9ng th the eurrnal �. ............•..••.• .•. Agreement.Io return for the Agency would this n1lotiosW ( BlUfe) allocation of tax revenue,the Agency would epee lo avow n the Price Club to bold n similar relax thin anon ai be located on e Wun,jc site ft Irvine ulnen is n Cap a IQmTe radius of the boundaries of the Tec n San Juan between.The parkevineway am is proposed tobeon Technology Drivers,Co 1Alton Pukway and Tempera Parkway in the City ri bust,C fords The purpose of the Pubic Hearing t e iSPOW r t.The Property t nd p mism Dlshoellio Oesa th San meet Agreement and unity Redevelopment NOR ment Agency the San Juan Capistrano community Redevelopment Agetay and Hie Developer and. 2. Has Am ndmend lestlmanY forand against lheapprovul of Has Amendment. AtanyWas but later the booreatmilthe hearing. any Person objectingm the proposed osed Amendment or to the Capistrano Valley News r,wwot of m y afthe pdoe proceeding may file 10 writing with the City Clerk a amtemeat of his Or her ohloctions herein.Any (A Publication of South Orange County News) paramns Or orgmnraatbos dearft m he heard may appear before 23811 Via Fabr carte the Cit Council and the Agency and show�a Wwhy the Amend- 23811 should rot be paorov- P. O. Box 3629 £I Z Mission Viejo, California 92690 (714) 768-3631 C'it1�.1E��5,111 11A S Ecc-yo RESOLUTION NO. CRA 91-10-1-1 AMENDING PRICE COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, APPROVING AN AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT AND PROMISSORY NOTE WITH THE PRICE COMPANY WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (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 proposed to enter into the attached Amendment to the Disposition and Development Agreement and Promissory Note with the Price Company; and, WHEREAS, the Participant has submitted to the City copies of the said proposed Agreement in the 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 two specific changes for allocation of funds under the current Agreement and Promissory Note in exchange for the Agency waiving its right for having the note discharged due to the fact that the Developer wished to construct a second Price Club within a 10-mile radius of the incorporated boundaries of the City of San Juan Capistrano; and, WHEREAS, the Agency has duly considered all terms and petitions of the proposed Agreement and believes that the Agreement is in the best interest of the City of San Juan Capistrano and the health, safety and welfare of its residents, and in accord with public purposes and provisions of the applicable state and local law and requirements. 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 that pertain to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the proposed Amendments to the Disposition and Development Agreement and Promissory Note are a benefit to the Project Area and are meeting the goals of the Redevelopment Plan. 3. The Amendment to the original Disposition and Development Agreement is hereby approved. -1- 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 1st day of October , 1991. ee !/!� L E . BUCHYEIM, CHAIRMAN ATTEST: AGENC E RETARY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 1, Cheryl Johnson, City Clerk , 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 91-10-1-1 adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 1st day of October , 1991, by the following vote: AYES: Directors Jones, Hausdorfer, Friess, Vasquez and Chairman Buchheim NOES: None ABSTAIN: None ABSENT: None (SEAL) —� Ll AGENCYSECRETARY -2- MEMORF-NDUM TO: Bill Huber, Director of Engineering and Building FROM: Cheryl Johnson, City Clerk DATE: April 1, 1991 SUBJECT: Notice of Completion - The Price Company This is to advise you that the Notice of Completion for the Price Company improvements - AC 87-1, approved by the Agency on March 19, 1991, has been returned from the Recorder's Office unrecorded. They advise that there is no provision in the law to record the document. I have attached a copy for your information. In the past these documents for completing Disposition and Development Agreement requirements were called Certificates of Completion and were returned to us unrecorded also. cc: City Attorney ?� UNTY OF U s s RANGE COUNTY RECORDER: 630 N. Broadway, Rm. 101 V P.O. Box 238 Santa Ana, CA 92702 Telephone 7141834-2500 LEE A. BRANCH COUNTY RECORDER City of San Juan Capistrano March 27 , 1991 32400 Paseo Adelanto San Juan Capistrano, CA 92675 We are returning UNRECORDED Notice of Completion naming The Price Company together with your remittance of $none, Ck. No. none. There is no provision in the law to record the enclosed documents, as presented. See Civil Code 3093 for requirements. 3 9 N ar' heron J1. rn ;CA � Y�+A Z L Cz LEE A. BRANCH COUNTY RECORDER By RONALD COWLEY Deputy Recorder RC:jg San Juan Capistrano Community Redevelopment Agency March 25, 1991 Donna Brandon, Legal Counsel The Price Company P. O. Box 85466 San Diego, California 92138 Re: Completion of Improvements - Architectural Control 87-1 Dear Ms. Brandon: At its regular meeting held March 19, 1991, the Board of Directors of the San Juan Capistrano Community Redevelopment Agency adopted Resolution No. CRA 91-3- 19-1, which declared the installation of on- and off-site improvements for the Price Club to be complete as required by the Disposition and Development Agreement. The Board authorized exoneration of the $1,347,953 bond. A Notice of Completion has been forwarded to the County Recorder. A copy of Resolution No. CRA 91-3-19-1 is enclosed for your information. Thank you for your cooperation. Very truly yours, 2hery'�i�'. so City Clerk Enclosure cc: Director of Engineering & Building 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 It was the consensus of the Board that staff prepare an inventory of all properties owned by the Agency, why they were acquired by the Agency, contingencies, and their status. The list should be prioritized depending on the amount of funds needed to repay the Agency's debt to the City. Staff was also directed to study additional options, including the possibility of mortgaging certain properties. 3 . CHANGE ORDER - CAPISTRANO VALLEY HIGH SCHOOL GYMNASIUM ADDITION (FRANK STAHL CONSTRUCTION COMPANY) (600.40) Written Communication: Report dated March 19, 1991, from the Community Development Manager, recommending that a change order be approved adding $29, 430.28 and 36 days to the original contract with the Frank Stahl Construction Company for the addition to the Capistrano Valley High School gymnasium. The change order was requested due to the relocation of several undocumented utility lines. Approval of Change Order and Contract Extension: It was moved by Director Friess, seconded by Director Jones, and unanimously carried that Change Order No. 1 in the amount of $29,430. 28 be approved, and that the contract with the Frank Stahl Construction Company be extended for 36 days. 4 . RESOLUTION, NOTICE OF COMPLETION, AND FINAL REPORT - ARCHITECTURAL CONTROL 87-1, PRICE CLUB (THE PRICE COMPANY) (600.40) Written Communications: Report dated March 19, 1991, from the Director of Engineering and Building, advising that all improvements required by the Disposition and Development Agreement with the Price Club had been completed. The report. recommended that the Performance Bond for completion of on-site improvements be exonerated. Completion of Improvements/Exoneration of Bond: It was moved by Director Hausdorfer, seconded by Director Jones, that the following Resolution be adopted accepting the work as complete: RESOLUTION NO. CRA 91-3-19-1. COMPLETION OF IMPROVEMENTS - PRICE CLUB - A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, DECLARING WORK TO BE COMPLETED AS REQUIRED BY THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR CONSTRUC- TION OF ARCHITECTURAL CONTROL 87-1 - THE PRICE CLUB -6- 3/19//911 n The motion carried by the following vote: AXES: Directors Jones, Friess, Hausdorfer, Vasquez, and Chairman Buchheim NOES: None ASSENT: None The bond in the amount of $1, 347,953 was exonerated, and the City Clerk was directed to forward a Notice of Completion to the County Recorder. CLOSED SESSION The Board recessed to the Council meeting at 9:32 p.m. and reconvened in Closed Session at 10: 30 p.m. for discussion of property acquisition matters involving the Swanner, Pearl Williams Estate, Williams, and Henry Chao properties, the Acting Agency Secretary being excused therefrom, and reconvened at 11: 30 p.m. ADJOURNMENT There being no further business before the Board, the meeting was adjourned at 11:30 p.m. to the next regular meeting date of Tuesday, April 2, 1991, at 7: 00 p.m. in the City Council Chamber. Respectfully submitted, JEFFREY C. PARKER, ACTING AGENCY SECRETARY ATTEST: LAWRENCE F. BUCHHEIM, CHAIRMAN -7- 3/19/91 AGENDA ITEM March 19, 1991 TO: Stephen B. Julian, Executive Director FROM: William M. Huber, Director of Engineering do Building SUBJECT: Resolution, Notice of Completion, Final Report, AC 87-1, Price Club, 33961 Doheny Park Road (Price Company) SITUATION In December of 1986, the Price Club (developer) and the San Juan Capistrano Community Redevelopment Agency (CRA) entered into a Disposition and Development Agreement (DDA). As stipulated in the DDA, it is the responsibility of the CRA to install public improvements for this project. Per the attached memo of September 29, 1987, bonds for public improvements were waived. On-site grading and drainage improvements are the responsibility of the developer. A bond written by Federal Insurance Company in the amount of $1,347,953 (Bond #8116-36-60) was submitted to insure completion of said on- site improvements. All improvements required by the DDA have now been inspected and recommended for acceptance by both the Building and Engineering Divisions. Therefore, the referenced surety may now be exonerated and the Notice of Completion (attached), which is also required by the DDA, may now be filed with the Orange County Recorder. NOTIFICATION Price Company, Box 85466, SD 92138, Attention: Donna Brandon, Legal Council COMMISSION/BOARD REVIEW, RECOMMENDATIONS Not Applicable. FINANCIAL CONSIDERATIONS There is no cost to the City associated with this action. ALTERNATE ACTIONS 1. Accept the improvements for AC 87-1. 2. Do not accept the improvements for AC 87-1. 3. Request additional information from staff. FOR CITY COUNCIL AGEND AGENDA ITEM . • March 19, 1991 Page 2 RECOMMENDATION By resolution, determine that the public and private (on-site) improvements for AC 87-1, Price Club, have been completed and declare the work to be accepted; authorize exoneration of the $1,347,953 bond. Direct the City Clerk to, within ten days from the date of acceptance, file a Notice of Completion with the Orange County Recorder. Respectfully submitted, William M. Huber, P.E. WMH/RAF:ssg o • �i-� r r _� ttu.Nro .YON -�✓/I a ...Ar ',. r q � Y.Nnm. •••• i fI�]�] �� � •`pEEA � r j I� 3� , Q ♦♦ .� ILJa� w I ti♦ �2�r ♦ C e � ti � C O[WW I I I I I a r PRICE CLtii � �� AN /// U � ctlYl[YYY Ol `QW w � UYINO O/d �\\� •a , � �L� marl LOCATION MAP RESOLUTION NO. CRA 91-3-19-1 • COMPLETION OF IMPROVEMENTS - PRICE CLUB A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, DECLARING WORK TO BE COMPLETED AS REQUIRED BY THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR CONSTRUCTION OF ARCHITECTURAL CONTROL 87-1 - THE PRICE CLUB WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano entered into a Disposition and Development Agreement with the Price Company on the 16th day of December, 1986, for installation of on- and off-site improvements for the Price Club; and, WHEREAS, said improvements have been installed and inspected to the satisfaction of the Director of Building and Engineering. NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California, as follows: SECTION 1. That the work required by the Disposition and Development Agreement to be performed has been completed. SECTION 2. That the work is hereby accepted and approved. SECTION 3. The Agency Secretary is directed to forward a "Notice of Completion" to the County Recorder of the County of Orange. 19th PASSED, APPROVED, AND ADOPTED this day Of March , 1991. 4WRNCEU"HEIM. ATTEST: 7fSrRETARY -1- STATE OF CALIFORNIA ) • COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, JEFFREY C. PARKER, Acting 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 91-3-19-1 adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 19th day of March 1991, by the following vote: AYES: Directors Jones, Hausdorfer, Friess, Vasquez and Chairman Buchheim NOES: None ABSENT: None (SEAL) iool� !x'u� 7F7r C. ARKER, ACTING AGENCY SECRETARY -2- Marsh Mclennan REr.-ivy - Marsh&Mc I ennan,Inc orporated 101 W Brwdway,Suite 1960 ST.r 29� �'� San Diego,California 92101 IIJ Telephone 619 2340213 Jutk September 21, 1990 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: City Clerk' s Department Re: The Price Company Certificate of Insurance Dear Certificate Holder: Enclosed please find the renewal Certificate of Insurance issued on behalf of The Price Company. It evidences insurance coverages in force for the period 9-1-90 to 9-1-91 . Please give me a call if you have any questions or any further requirements . Should you find that the enclosed certificate is not necessary, I would appreciate the return of the certificate so we can update our records . Thank you. Sincerely, M. Teresa Sevilla Account Manager /ET Enclosure cc: The Price Company l San Juan Capistrano (bm muniIY Redevelopmem Agem y i August 1, 1990 The Price Company P.O. Box 85466 San Diego, California 92138 Re: Renewal of General Liability and Workers' Com nation Certificates of Insurance Disposition and Development Agreement- Price lub Gentlemen: The General Liability and Workers' Compensation Certificates of Insurance, regarding the above-referenced project, are due to expire on September 1, 1990. In accordance with your agreement, the insurance certificates need to be renewed for an additional period of one year. The agreement requires 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 the updated certificates and the endorsement form to the City, attention City Clerk's Department, by the September lst expiration date. 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 Cheryl Johnson, City Clerk 32900 Paseo Adelantu San Juan Capistrano California 92675 719-993-1171 r EYP MEMORANDUM September 29, 1987 TO Bill Murphy, Director Public Works FROM: Stephen B. Julian, Executive Director Community Redevelopment Agency SUBJECT: Waiver of Price Club Bond Bonding of public Improvements are required by the City's Municipal Code for the Price Club development. However, the San Juan Capistrano Community Redevelopment Agency is participating in the development of the Price Club and the Agency is actually paying for the cost of the $1,722,300 public improvements. These funds were loaned to the Agency by The Price Company and will be repaid with sales tax revenue. Section 9r2317(h) of the City's Municipal Code states that "the City Engineer may accept an indemnity, surety, or guaranty in lieu of a bond". This letter represents a guaranty by the San Juan Capistrano Community Redevelopment Agency for the bonding requirement for public improvements made at the Price Club project. This is a completion bond which guarantees the completion of the improvements once work begins. if for any reason The Price Company is unable to complete the public improvements, the Agency guarantees completion. This bond is not a guarantee of mate ' Is. F:dh 98717 cc: Nancy Erickson Ted Simon Tony Foster Pat David MEMORANDUM September 29, 1987 TO: Bill Murphy, Director Public Works FROM: Stephen B. Julian, Executive Director Community Redevelopment Agency SUBJECT: Waiver of Price Club Bond Bonding of public improvements are required by the City's Municipal Code for the Price Club development. However, the San Juan Capistrano Community Redevelopment Agency is participating in the development of the Price Club and the Agency is actually paying for the cost of the $1,722,300 public improvements. These funds were loaned to the Agency by The Price Company and will be repaid with sales tax revenue. Section 9-2.317(h) of the City's Municipal Code states that "the City Engineer may accept an indemnity, surety, or guaranty in lieu of a bond". This letter represents a guaranty by the San Juan Capistrano Community Redevelopment Agency for the bonding requirement for public improvements made at the Price Club project. This is a completion bond which guarantees the completion of the improvements once work begins. If for any reason The Price Company is unable to complete the public improvements, the Agency guarantees completion. This bond is not a guarantee of mate ' Is. F:dh 98717 cc: Nancy Erickson Ted Simon Tony Foster d Pat David 1J f MEMBERS OF THE CITY COUNCIL Q LAWRENCE F. BUCXMEIM _ G�• KENNETH E. FRIESS DAIIGV �� jnioxrax�io GARY L HAUSOORFER If is xnnxlo X961 GIL JONES 1776 JEFF VASQUEZ �'_ • CITY MANAGER !7~t/'sTwi�r�r•1/� STEPHEN B JULIAN March 26, 1991 Ms. Donna Brandon The Price Company P. O. Box 85466 San Diego, California 92138 Re: Release of Statutory Performance Bond (The Price Club/The Price Company) Dear Ms. Brandon: Statutory Performance Bond No. 8116-36-60 in the amount of $1,347,953.00 held as surety for public and private (on-site) improvements for Architectural Control 87-1 has been released by City Council action effective March 19, 1991. Enclosed is a certified copy of the released bond for your records. If you have any questions, please do not hesitate to call. Very truly yours, Cheryl Johnson City Clerk Enclosure cc: William Huber, Director of Engineering & Building Tony Foster, Engineering Assistant 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171 STATE OF CALIFORNIA ) COUNTY OF ORANGE )ss CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the attached is a true and correct copy of the following document: 1. Statutory Performance Bond No. 8116-36-60, dated June 15, 1987, in the amount of $1,347,953.00 and regarding The Price Club, Architectural Control 87-1 (The Price Company) (SEAL) CHERYL JOHr4SOr,,VCITY CLERK San Juan Capistrano, California EXECUTED IN TRIPLICATE STATUTORY PERFORMANCE BONA Hoed NO. 6116-36-60 RNow ALL MEN BY THESE PRESENTS, that ITHE PRICE CLUB , as Principal, hereinafter called CONTRACTOR, and FEDERAL INANCE COMPANY , as Surety, hereinafter called SURETY, are held and firmly bound unto the City of San Juan Capistrano, as Obligea, hereinafter called CITY, ***ONE MILLION THREE HUNDRED FORTY SEVEN THOUSAND in the amount Of NINE HUNDRED FIFTY THREE. AND No/100**** Dollars (i 1,347,953.00 ) for payment whereat Contractor and Surety bind them- selves, their heirs, executors, administrators, successors, and assigns, jointly and severally, fairly by these presents . WnREAS, Contractor is required to provide a faithful per- formance bond pursuant to the statutory requirements of the San Juan Capistrano,Municipal Code to guarantee certain work, more particularly des tibed as f llows: All onsite radia r' on t�Tiose plans dated Sus SSY repar �r es ern race a ng n3er ngInc. and entitled Grading and tit± i lwnw_ ear r amo n £ons ate f 67, 206 cubic yards of cut and fill and import, and the estimated cost of drainage improvement is $1.20C.747.00. Ali oradina and inmrovament work ahall be completed under the terms of the Development and Disposition Agreement , executed December 16, 1986. NON, THEREFORE, the condition of this obligation is such that, if principal shall promptly and faithfully perform said statutory obligation, then this obligation shall be null and voids otherwise it shall remain in full force and effect. Surety waives whatever legal right it may have to require that a. demand be made first against the principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a. part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees, including reasonable attorney 's fees, RELEASED EXHIBIT A-1 GATE 3jj9 191 INMAW d/IYt ORPORATE ACKNOWLEDGMENT car.-24 ........................................................................................................................... State of California On this the �+' stay of Jun t 19Z before me, SS. CO/leen County of —Or' D"'70 �ai C,]-)L--,- 17uye the undersigned Notary Public, personally appeared : ...JacK�r ,� N,�to� � • Cfpersonally known to me D proved to me on the basis ofsatisfactory evidence to be the pe sons) who executed the within instrument as �reSidCni or on behalf of the corporation therein named, and acknowledged to me that the corporation executed it. WITNESS my hand and official sea[ : : Notary's Signature ........................................................................................................................... incurred by City in successfully enforcing such obligation, 411 to be taxed as costs and included in 'any judgment rendered. 2. Said Suraty, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alterations, or modifications, or of the work to be performed thereunder. Executed this 15th day of June 19 87 at Los Angeles , California. PRINCIPAL -pY1a gl, �. Th.The Price Club I APPROVED AS TO FORM. Title C\4L f—,VJ4� jolin A. Shaw VIT Attorney (NOTARIZATION AND SEAL) SURETY FED E -RAN E COMPANY RELEASED By ' L u -e-r-s7 am Title Attorney-in-Fact DATE 3��9 jQ I (NOTARIZATION AND SEAL) Page 2 - STATUTORY PERFORMANCE BOND EXHIBIT A-1 ACKNOWLEDGMENT OF ANNEXED INSTRUMEN. STATE OF CALIFORNIA u.: COUNTY OF Loa Anfelea On this 1Sthday of juaa in the year Ni�tNn Sundsad zi9 t7 moven before me, Noma A. RaY4o=a a Notary Public, State of California, duly commisioned and sworn, personally appeared ?snl Nifkerahm personally known to me (or proved to me on the basis of satisfactory evidence) to be the Attorney-in-raft of the corporation that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. PMNRAL IN80111AWE C01411I IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the State of California County of tea Anoelee on the date set forth above in this certificate. Gf . Notary Public, State ofif My commission expires N"-ch 24e 1989 ........................................................... NOTARY POoLIC C.1lIFu;n1A ;syr. to P1: L'1LEL 0:PICC IN n, oonJ' LOS ANGEi 630NTY My Commission E:cpires Mar.2:. 7.Z3 ......................................................... � PRM ED M Form 21440330(Rev. 1282)CAL.(Corpmauon) u.S.A. POWER OF ATTORNEY • Know all Men by these PfeaeMs,That the FEDERAL INSURANCE COMPANY, 15 Mountain View Road,Warren,New Jersey,a New Jersey Corpora- non. ties constituted and appointed, and does hereby constitute and appoint Frank E. Robertson, Paul Wickersham, William F. Mitchell, Norma A. Raygoza, C. K. Nakamura and Shawn Blume of Los Angeles, California------- each its true and lawful Attorney-in-Fact to execute under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon or otherwise,bonds or obligations given or executed in the course of its business,and any instruments amending or altering the same,and con- sents to the modification or alteration of any instruments referred to in said bonds or obligations. In Wltni Whveol,the said FEDERAL INSURANCE COMPANY hu,punuanl to its By-Lews,caused the Prommi to be signed by nn Assistant Vice-Presuclue and Assinant Seco lary and its ooromale seal to be beret.aelxed this 2nd day a December 19 86 Com SURANCF r'" C s} %tar ni. :ar yfk'JEM1`a�'+ ? FEDERAL IN ANCE a ANr By 04 Psi 0 O'Connor ! �� Asesu ll Secretary Asauunt Vle►Pnabsnt STATE OF NEW JERSEY County of Somerset BE. On this 2nd day of December 19 86 before of personally came Richard D.O'Connor to me known end by me known to be Asmalant Secretary of the FEDERAL IN. SURANCE COMPANY.the corporation descnde i in and which executed the foregmng Power of Allorney,and the used Richard D.O'Connor being by ms duly sworn,04 depp0 and say that he as Assistant Senear, m the FEDERAL INSURANCE COMPANY and knows the corporate ssal thereof:that the seal seised to the foresail Power of Ananey is such corpoem,seal and wall thMIO aResed by sulhonly of the Bylaws e'said Company,and mal he signed said Power of Attorney as Assistant Secretary of said Company by like authority:and that M is acquainted with George McClellan and knows mm 10 be the Assistant Vice President a:surd Company and that the lignamre W said George McClellan subscribed to said Power of Attorney is In the genuine handwrmng of said George McClellan am was thereto subscribed by authority of said 9,-Laws and in deponents presence ,,,,ana.l Seai @ORSEY Acknormil ed and Swan to before me lha date above woven � r�L,/�xa�ALICE LEONARD Notary Public CERTIFICATION NOTARY PUBLIC OF NEW JERSEY STl My Commission Expires lune 28, 1988 I ss. County of Sam, ',at 'le Secretary of Ine FEDERAL INSURANCE COMPANY.do hereby cendy that the following is a true excerpt from the By Laws of the said Company as adopted by its Board of D rectos _^ •Je¢¢o 11 '953 and moil recently amended March 11, 19"and that this Bit Law is in fall force and affect. 'ARTICLE XVW. Section 2 All bonds.unbanaxings.contracts and other instruments other than as above for and on behalf of the Company which it is authorized by law or its chanter to execule.may and shall be executed in the name and on behalf of the Company either by the Chairman or the Vice-Chairman or the President or a Vice-President,jointlywith the Secretary or an Assistant Secretary,under their respective designations,except that any one or more officers or atorneye.m-fact designated in any resolution of the Board of Directors or the Executive Committee, of ih any power of attorney executed as ordvitlee for in Section 3 below,may execute any such bond-undertaking or other Obligation as provided in such resoWeon or Power of attorney Semon 3 All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the company,either by tee Chairman or the VabeChairtnan or the President or a vice President Oran Assistant Vice-presidentjointly with the Secretary Oran Assistant secretary.under their espectivedeaignations Thea nature Of such officers may beahgraved.primed or lhograpned '.,her ce•nly ihat said FEDERAL INSURANCE COMPANY is duly licensed to transact fidelity and surety business in each of the$tales orf the United States of America.District of Columbia.Puerto P000.and each of the ,,,,n,.es d Canada win the encetNh.n of Pince Ebwmd Island-.and hs ahotlWy hcansedtobeoome saasurely on bonds,updepakmge,b10.,petmnled or requrcedby law. Is undersigned Ass is,am Secretary of FEDERAL INSURANCE COMPANY.do hereby cemty that the foregoing Power of Attorney he in full totes abd effect. .a.e,uwer my aandaM lP seatdlsmd Conhpany at NJ to. 15th day Of June is 87 �S^RANCf ver �� Aesleunt SeerelarY alit=e� rrnm 2l-Ip"0340 iE0 7.831CONSENT ' EXECUTED IN TRIPLICATE STI►TUTORY PERFORMANCE BOND , Bond NO. 8116-36-60 `1 `Ir I� d b C�_ k KNOW ALL MEN BY THESE PRESENTS, that THE PRICE CLUB , as principal, hereinafter called CONTRACTOR, and FEDERAL INSURANCE COMPANY , as Surety, hereinafter called SURETY, are held and firmly bound unto the City of San Juan Capistrano, as obligee, hereinafter called CITY, ***ONE MILLION THREE HUNDRED FORTY SEVEN THOUSAND in the amount Of NINE HUNDRED FIFTY THR&E AND N0/100**** Dollars ($ 1,347,953.00 ) for payment whereof Contractor and Surety bind them- selves, their heirs, executors , administrators, successors, and assigns, 'jointly and severally, fairly by these presents . WHEREAS. Contractor is required to provide a faithful per- formance bond pursuant to the statutory requirements of the San Juan Capistrano Municipal Coda to guarantee certain work, more particularly de ribed as f llows: All onsite radin A n on aTnose plans dated Jun prepare �+ ea ern race c n Ver n$ Inc. and entitled 3rgding and t1t�LI= P1�8- ear r amoun�rn sts 67,206 cubic yards of cut and fill and import, and the estimated cost of drainage improvement is $1,202,747,00, All grading and improvement work sh11 be completed under the terms of the Development and Disposition Agreement , executed December 16, 1986. Now, THEWORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said statutory obligation, then this obligation shall be null and voids otherwise it shall ramain. in full force and effect. Surety waives whatever legal right it may have to require that a. demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a. part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees, including reasonable attorney 's fees, RELEASED EXHIBIT A-1 GAS 3/ig 19 INITIALS dJrYLQ _ incurred by City in successfully enforcing such obligation, all to be tsxed as costs and included in 'any judgment rendered. 2. Said Suraty, for value received, hereby stipulates and agrees that no change, extension of . time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alterations, or modifications, or of the work to be performed thereunder. Executed this 15th day of June 19 E7 at Los Angeles , California. PRINCIPAL By dfµ The Price Club APPROVED AS TO FORM. Title � JoAn R. Shaw VIty Attorney (NOTARIZATION AND SEAL) SURETY 1 . FEDE RAN E COMPANY RELEASED By u ers am Title Attorney-in-Fact DATE 311q Iq r , " (NOTARIZATION AND SEAL) w� L . INMALS a_, Page 2 - STATUTORY PERFORMANCE BOND EXHIBIT A-1 CORPORATE ACKNOWLEDGMENT CAL-24 ......................................................................................................................... `• State of California l On this the 1 4O'� day of JUn 0 t,19= before me, } SS. C.alcen �a� D �n e ° ))) /2cn � er cuJ er County of O q the undersigned Notary Public, personally appeared I I r . JGGK ND/ 0 n V Cl/personally known to me ❑ proved to me on the basis of satisfactory evidence f - r to be the pe sons) who executed the within instrument as Lac GG l�✓ e 5 i d cn t or on behalf of the corporation therein ;an d named, and acknowledged to me that the corporation executed it. WITNESS my hand and official seal. n, Notary's Signature ............................. ACKNO•EDGMENT OF ANNEXED INSTRUMEO STATE OF CALIFORNIA SS.: COUNTY OF Los Angeles On this 1Sthday of June _ in the year Mimst " Hundred ZLght7 "Van before me, Norma AA Ra9gosa , a Notary Public, State of California, duly commisioned and sworn, personally appeared pal Mickershan personally known to me (or proved to me on the basis of satisfactory evidence) to be the -- Attorney—in—last of the corporation that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. r=RM INSURANCE COMPANY IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the Stats of California County of Los Angeles on the date set forth above in this certificate. Notary Public, State of O ifa My commission expires March 24, 1%9 ........................................................... tic TdRy PUS,IS STGTE OF CALIFORNIA PN:9'I'dL OFFICE IN LOS ANGELES COUNTY My Commission Expires Mar. 2$, IC39 ..........................................................." PRINTED IN Form 21-10-0330(Rev.12-02)CAL.(Corporation) V.S.A. POWER OF ATTORNEY • Know all Men by these Presents, That the FEDERAL INSURANCE COMPANY, 15 Mountain View Road,Warren, New Jersey, a New Jersey Corpora- tion, has cogstituted and appointed, and does hereby constitute and appoint Frank E. Robertson, Paul Wickersham, William F. ,Mitchell, Norma A. Raygoza, C. K. Nakamura and Shawn Blume of Los Angeles, California--------- each its true and lawful Attorney-in-Fact to execute under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon of otherwise,bonds or obligations given or executed in the course of its business,and any instruments amending or altering the same,and con- sents to the modification or alteration of any instruments referred to in said bonds or obligations. In witness Whereof,Phe Said FEDERAL INSURANCE COMPANY has,pursuant to its By-Laws,caused these presents to be signed by its Assistant Vice President and Assistant Secretary and its corporate seal to be here[.agtxed this 2nd day°f December 19 86 Co p X z` ••:v o. e yi• _ w yfk'•J - FEDERAL ER5 IN RANCE CO ANY By orge McClellan Richard D O'Connor / pealaUnt Vice-Prelldent Assistant Secretary STATE OF NEW JERSEYSS. ty Caunof Somerset I On this 2nd day of December 19 86 before may Personally came Richard D.O'Connor to me known and by me known to be Assistant Secretary of the FEDERAL IN SURANCE COMPANY,the cmpoPabon described in antl which executed the tbregoing Power of Attorney,and Me said Richard D.O'Connor being by me duly sworn,did depose and say that he is Assistant Secretary I' no FEDERAL INSURANCE COMPANY and knows the corporate seal thereof;that the seal affixed to the foregoing Power of Attorney is such corporate seal and was thereto affixed by authority of the By Laws e'sem Company.and that he s'gnetl said Power of Attorney as Assistant Secretary of said Company by like authority,and that hers acquainted with George McClellan and knows him to be the Assistant Vice President If said Company and that rhe signature of said George McClellan subscribed to said Power of Attorney is in the genre handwriting of Said George McClellan and was thereto subscribed by authority of said B, Lews and'n deponents presence H.,:ar.at Seat L E p Acknowler.ged and Sworn t0 before me G ; on he date above wraten /�' Q NOTAM � PusLIC ' ALICE LEONARD Notary Public a "d�.w PSF, CERTIFICATION NOTARY PUBLIC OF NEW JERSEY STATE o JE RSEy 1 ss_ My Commission Expires June 28, 1988 County of Sam' •-,et 1 �¢te sq... Ass'stem Secrce,of the FEDERAL INSURANCE COMPANY,do hereby rci that the I.Q.,i mgrs a true excerpt Imam the Bylaws of the said Company as adopted by ns Board of Duenw, or Vd,r h •t 1953 and most recently amended March 11 1893 and that this By-Law is to full force and effect. "ARTICLE XVIII. Section 2 All bonds,undertakings,contracts and other instruments other than as above for and on behalf of the Company which it is authorized by law or its charter to execute,may and shall be executed in the name and on behalf of the Company either by the Chairmanor the Vice-Chairman or the President of a Vice-Presidenh lointlywiththe Secretaryor an Assislant Secretary.under Mev respective designations,except that any one or more officers or attorneys-in-fact designated to any resolution of the Board of Directors or the Executive Committee. 0-i any power of attorney executed as provided for to Section 3 below,may execute any such bond,undertaking or other obligation as provided to such resolution or power of attorney SeCPOn3 All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either bythe Chairman or the Vere-Chairman or the President Of a Vice President or an Assistant Vice-president,courtly with the Secretary of an Assistant Secretary,under their respecbvedesignations.The signature of such officers maybe engraved,printed or lithographed I t„ober cerory'her said FEDERAL INSURANCE COMPANY 1s duly licensed t.transact fidelity and surety business in each aline Slalesof the United Stales of America,District of Columbia,Pound Rico,and each of the w,.;..t,es UCar.ade won in,e.cept'onof Prince Edward Island and is alsoduly Imena io become sole Surety on hands,undertakings,etc.,permitted or required by law. e onderspred AsPstant Secretary of FEDERAL INSURANCE COMPANY,do hereby certify that the foregoing Power of Attorney is in full force and effect. J.c,under my hand chain.seal of Sed Company at Warren,N J.,this 15th Pal `Tune _ _ 19 87 Zn AeNstentseereta�ry•�-�[•(, W' +yat£'f4 eyFW.l EASE+ eire:. ",'m 21 10 0340 fEd 7-83,CONSENT c„ne R4� C / V � Z er 0 L Reply fl Initial and return ❑ See me y + r EXECUTED IN TRIPLICATE STATUTORY PERFORMANCE BOND ' �..QBond NO. /8116-36-60 1 1 Y`• wN^ KNOW ALL Mfp EN BY THESE PRESENTS, that s- '1�F L� F'RICRtCE CLU as Principal, hereinafter called CONTRACTOR, and FEDERAL INSURANCE COMPANY , as Surety, hareinafter called SURETY, are held and firmly bound unto the City of San Juan Capistrano, as Obligee, hereinafter called CITY, ***ONE MILLION THREE HUNDRED FORTY SEVEN THOUSAND in the amount of NINE HUNDRED FIFTY THREE AND No/100**** Dollars ($ 1,347,953.00 ) for payment whereof Contractor and Surety bind them- selves, their heirs, executors , administrators, successors, and assigns, jointly and severally, fairly by these presents . WHEREAS, Contractor is required to provide a faithful per- formance bond pursuant to the statutory requirements of the San Juan Capistrano Municipal Code to guarantee certain work, more particularly des�opzibad as f llows : All onsite gradingd drainage n on those plans dated Jun , prepare Y western Kacitic n nverin� Inc. azI4 ent itlod ,Grading and Uti 13ty Plans._ 8 earthwork amount En r 67, 206 cubic xards of cut and fill and import, and the estimated cost of drainage improvement is $1,200,247`00, All aradina and improvement-work sh11 be completed under the terms of the Development and Disposition Agreement___, executed December 16, 1986. NOw, THzWORE, the conQition of this obligation is such that, if Principal shall promptly and faithfully perform said statutory obligation, than this obligation shall be null and voids othestirise it shall ramain. in full force and effect. Surety waives whatever legal tight it may have to require that a. demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a. part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees , including reasonable attorney 's fees , EXHIBIT A-1 ` incurred by City in successfully enforcing such obligation, all to be tixed as costs and included in any judgment rendered. 2. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alterations, or modifications, or of the work to be performed thereunder. Executed this 15th day of June 19 67 at Los Angeles _, California. PRINCIPAL _?k« c10- -, APPROVED AS TO FORM. By �, , The Price Club Title C�?L f�"_Lo J n R. Shaw ' VIty Attorney (NOTARIZATION AND SEAL) SU FE FE RAL NSU COMPANY By au ere am a Title Attorney-in-Fact L (NOTARIZATION AND SEAL)_ Page 2 - STATUTORY PERFORMANCE BOND 'EXHIBIT A-1 CORPORATE ACKNOWLEDGMENT CAL-24 ...................................................................................................................... State of California On this the 1�'� day of J U n G 19S? before me, San SS. O C'o l leen Ccr e Rce -f e r D Li f e County of � ) ' the undersigned Notary Public, personally appeared JQG/< 0 ,-+0 r) E'rpersonally known to me ❑ proved to me on the basis of satisfactory evidence to be the�perso,, s) who executed the within instrument as I�tG.G 4��°S�de^ or on behalf of the corporation therein t named, and acknowledged to me that the corporation executed it. WITNESS my hand and official seal. Notary's Signature ACKNOWLEDGMENT OF ANNEXED INSTRUMENT STATE OF CALIFORNIA l )1 COUNTY OF Los Angela• ss.: On this 15 day of June in the year Nineteen Hundred Siqhty Seven before me, Norma A. Raygosa , a Notary Public, State of California, duly commisioned and sworn, personally appeared Paul Wickersham personally known to me (or proved to me on the basis of satisfactory evidence) to be the Attorney�in-Pact of the corporation that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. FEDERAL INSURANCE COMPANY IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the State of California County of Los Angeles on the date set forth above in this certificate. )z,- ,-- / oda Notary Public, State of Califo I My commission expires March 24, 1989 ......................................... NORMA A. RA NOTARY PUBLIC STATE OF CALIFORNIA p2 PRINCIPAL OFFICE IN uea LOS ANGELES COUNTY My Cammission Expires Mar. 24, 1059 POINTED IN Fo(m 21-10-0330(Rev.12-82)CAL.(Corporation) V.SA. r 0 POWER OF ATTORNEY Know all Men by these Presents,That the FEDERAL INSURANCE COMPANY, 15 Mountain View Road, Warren, New Jersey, a New Jersey Corpora- tion. has constituted and appointed, and does hereby constitute and appoint Frank E. Robertson, Paul Wickersham, William F. Mitchell, Norma A. Raygoza, C. K. Nakamura and Shawn Blume of Los Angeles, California--------- each its true and lawful Attorney-in-Fact to execute under such designation in its name and to affix its corporate seal to and deliver for and on Its behalf as surety thereon or otherwise,bonds or obligations given or executed in the course of its business,and any instruments amending or altering the same, and con- sents to the modification or alteration of any instruments referred to in said bonds or obligations. In Witness Whereof,the said FEDERAL INSURANCE COMPANY has,pursuant to its By-Laws,caused these presents to be signed by its Assistant VicePresidentand Ass,stanr Secretary and its corporate seal to be hereto affixed this 2nd day of December i9 86 Cor ,.dU SURA V Fr ` -0 Hfk,-JE�-r FEDERAL IN ANCE C ANY By pigs McClellan PocharO D O'Connor I � Assistant Vice-President Assistant S¢nbry STATE OF NEW JERSEY55. County of Somerset I On!his 2nd day of December 19 86 before me personally came Richard 0.O'Connor to me known and by me known to be Assistant Secretary of the FEDERAL IN- SURANCE COMPANY,the corporation described in and which executed the foregoing Power of Attorney,and the said Richard D.O'Connor being by me duly sworn,did depose and say that he is Assistant Secretary or he FEDERAL INSURANCE COMPANY and knows the corporate seal thereof,that the seal affixed to the foregoing Power of Attorney is such corporate seal and was thereto affixed by authority of the By Laws e'sa l Company.and that he signed said Power of Attorney as Assistant Secretary of said Company by like authority,and that he is acquainted with George McClellan and knows him to be the Assistant sdar Prevdem o' saitl Company.and that the signature of said George McClellan subscribed to said Power of Attorney is in the genuine handwriting of said George McClellan and was thereto subscribed by authority of said B,-Laws and in deponent's presence N=,:era,Seal L E Acknowleoged and Sworn to before me C,� �; on me date above wnnen d NOARY pp / PUBLIC ALICE LEONARD Notary Public .x. Z F. CERTIFICATION Fk, N`' NOTARY PUBLIC OF NEW JERSEY STATED JE RSEy SS, My Commission Expires June 28, 1988 county of Som,-,,et ir,,.r,,diad.Ass,,,aol Secretary of me FEDERAL INSURANCE COMPANY.do hereby codify that the following is a true excerpt from the By-Laws of the said Company as adopted by its Board of Onectoc o- ktercn 11 19b3 and most recently amended March 11. 1903 and that this By Law is in full force and effect. 'ARTICLE XVIII. Section 2 All bondsundertakingscontracts and other instruments other than as above for and on behalf of the Company which it is authorized by law or its charter to execute,may and shall be executed in the name and on behalf of the Company either by the Chaeman or the Vice-Chauman orthe President or a Vice-President,lointlywith the Secrelaryor an Assistant Secretary antler foam tes"Ina daramsbons,except that arty one or more o14cers or attorneysintactdesignated,n any resolution of the Board of Directors or line Executive Committee. or in any power of attorney executed as provided for in section 3 below,may execute any such bond,undertaking or other obligation as provided in such resolution or power of attorney Secoon3 All powers of attorney for and on behalf of the Company may and shall be executedm the name and on behallol the Company,either bythe Chairman or the Vice-Chairman or the President r a Vice President or an Assistant Vice-President,jointly with the Secretary or an Assistant Secretary,under their respective designations.The signature of such Officers may be engravedprinted or mhogr ached" f,d her certify to at said FEDERAL INSURANCE COMPANY is duly licensed to transact fidelity and surety business In each of the States of the United States of America.District of Columbia,scene Rica.and each of the P. nzes of Can ado wu1,1he e,mepton of Ponce Edward Island and is also duly I i ensed to become sole surety on bonds,undertakings.etc.,permitted orrequired bylaw - �1 Idas,l d Asysard Secretary of FEDERAL INSURANCE COMPANY,do hereby certify that the foregoing Power of Attorney is in full force and affect. ,—i under my hand and the seal of said Company at Warren,NJ.,this 15th day ofJune 19 87 q�J 1 til S� a�fWJEFSF+e Fom2110-0340¢0 J-e3)CONSENT coin k- LUTFI IN TRIPLICATE • STATU'i'ORY PERFORMANCE BOND Ph�Bond NO. 811,6-36-60 EN RNOM ALL MBY TBESE PE RESENTS, thatdF�'i7f� CEP ~ k , as Principal, hereinafter called CONTRACTOR, and FEDERAL INSURANCE COMPANY , as Surety, hereinafter called SURETY, are held and firmly bound unto the City of San Juan Capistrano, as Obligee, hereinafter called CITY, ***ONE MILLION THREE HUNDRED FORTY SEVEN THOUSAND in the amount Of NINE HUNDRED FIFTY THREE AND No/100**** Dollars (i 1,347,953.00 ) for payment whereof Contractor and Surety bind them- selves, their heirs, - executors, administrators, successors, and assigns, jointly and severally, fairly by these presents. MSEREAS, Contractor is required to provide a faithful per- formanca bond pursuant to the statutory requirements of the San Juan Capistrano Municipal Code to guarantee certain work, more particularly ds sibed as f lbws: All onsite radin r n on srnOge plans �ated Jun prepare y ea ern Kaci c n n er nInc. and entitled Gr l�i+�q and UtAllty Flans. _ a ear rk amours c8ns�eta g 67, 206 cubic Yards of cut and fill and import, and the estimated cost of drainage impr vement is $1.200,147.00. All grading and improvement work shall be completed under the terms of the Development and Disposition Agreement--g executed December 16, 1986. NOM, TBERElORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said statutory obligation, then this obligation shall be null and voids otherwise it shall remain. in full force and effect. Surety waives whatever legal right it may have to require that a. demand be made first against the Principal in the event of default. BE IT rURTBER RESOLVED, that: 1. As a. part of the obligation secured hereby, and in addition to the face amount specified, there shall be included costs and reasonable expenses and fees, including reasonable attorney 's fees, EXH2SIT A-1 incurred by City in successfully enforcing such obligation, all to be to%ed as costs and included in any judgment rendered. 2. Said Surety, for value received, hereby stipulates and agrees that no change, extension of . time, alteration, or modification of statutory obligation, or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alterations, or modifications, or of the work to be performed thereunder. Executed this 15th day of June 19 87 at Los Ana 1 c California. PRINCIPAL � �� APPROVED AS TO FORK. gyThe Price Club Title cs tiT n ll. Shaw Attorney (NOTARIZATION AND SEAL) SU FEDE ISURANC COMPANY au e s am TitlO Attorney-in-Fact (NOTARIZATION AND SEAL). Page 2 STATUTORY PERFORMANCE BOND EXHIBIT A-1 CORPORATE ACKNOWLEDGMENT car.-24 State of California On this the 169'h day of June 19A 7 before me, SS. CO I ice nD CountyofSan 01' e- !To C4✓('7en '1'e/ ts-+ t�e ✓ the undersigned Notary Public, personally appeared Ja cK �)tn R"personally known to me ' ❑ proved to me on the basis of satisfactory evidence to be the pp�ersonlsc) who executed the within instrument as V�'cc N�eSlen-I- or on behalf of the corporation therein named, and acknowledged to me that the corporation executed it. WITNESS my hand and official seal. Notary's Signature ................: ACKNOWLEDGMENT OF ANNEXED INSTRUMENT STATE OF CALIFORNIA COUNTY OF Los Angeles On this 15thday of June in the year Nineteen Hundred Eighty Seven before me, Norma A. Rayqoza , a Notary Public, State of California, duly commisioned and sworn, personally appeared Paul Wickersham personally known to me (or proved to me on the basis of satisfactory evidence) to be the Attorney-in-Fact of the corporation that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. FEDERAL INSURANCE COMPANY IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the State of California County of Los Angeles on the date set forth above in this certificate. 2 Notary Public, State of Califo I My commission expires March 24, 1989 F NOW3A 0..RAYGOZA« NOTARY PUBLIC STATE Of CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY •......My Commission Expires Mar, 24, 1999 ................................................ PRIN ,,ZED Form 21-10-0330(Rev. 12-82)CAL.(Corporation) Use, POWER OF ATTORNEY •"Know all Men by these Presents,That the FEDERAL INSURANCE COMPANY, 15 Mountain View Road,Warren,New Jersey,a New Jersey Coipora- tion, has constituted and appointed, and does hereby constitute and appoint Frank F. Robertson, Paul Wickersham, William F. Mitchell, Norma A. Raygoza, C. K. Nakamura and Shawn Blume of Los Angeles, California-------- each its true and lawful Attorney-in-Fact to execute under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon or otherwise,bonds or obligations given or executed in the course of its business,and any instruments amending or altering the same,and con- sents to the modification or alteration of any instruments referred to in said bonds or obligations. In Witness Whereat,the said FEDERAL INSURANCE COMPANY has,pursuant to its By-Laws,caused these presents to be signed by Its Asslslam Vice President and Assistant Secretary and its corporate seal to be hereto affixed this 2nd date' December 19 86 Cop L S�IIAN� 8b-• .fr yFk•JEASy'y BEDERAL IN flANCE CO ANY M Orga Richard D O'Connor McClellan Assistant vice-President Assistant Secretary STATE OF NEW JERSEY1 Ss. County of Somerset J On tais 2nd day of December is 86 .before me personally came Richard D.O'Connor to me known and by me known to be Assistant Secretary of the FEDERAL IN- SURANCE COMPANY.the corporate,described In and which executed the foregoing Power of Attorney,and the said Richard D.O'Connor being by me duly sworn,did depose and say that he Is Assistant Secretary no FEDERAL INSURANCE COMPANY and knows the corporate seal thereof:that the seal affixed to the foregoing Power of Attorney is such corporate seal and was thereto affixed by authority of the Bylaws O said Company and that he signed said Power of Attorney as Assistant Secretary of said Company by like authority,and that he is acquainted with George McClellan and knows him to be the Assistant Vice-Presrdent sad Company and that the signature of said George McClellan subscribed to said Power of Attorney is in the genuine handwriting of said George McClellan any was thereto subscribed by authority of said B,caw,and if deponent's presence tJ.r2r: Seal Acknowle�yed and Sworn td before me GF. L E O,y on the date above written 1 t10TARY p0 PuaLro ALICE LEONARD Notary Pdbl¢ a 'Lq SF, CERTIFICATION NOTARY PUBLIC OF NEW JERSEY P sTATEo JE Rsav l ss, My Commission Expires lune 28. 7988 County of Som,,;ot J} ;nde,s gnud Asysanl Secretary of the FEDERAL INSURANCE COMPANY.do hereby certify that the following is a true excerpt from the Bylaws of the said Company as adopted Orris Board of DreCufl "dart,11 1913 and most iscenily amended March 11, 1%3 and that Ihls By Law is m full force and eIran "ARTICLE XVIII Section 2 All bontls,undertakingscontracts and other instruments other than as above for and on behalf of the Company which it is authoribed by law or its Charter t0 execute,may antl shall be executed in the name and on behalf of the Company either by the chairman oftheVice Chairman or the President or a Vice-President,jointly with the Secretary Or an Assistant Secretaryunder their respective designations,except that any one or more officers or attorneys-in-fact designated in any resolution of the Board of Directors or the Executive Commmee. or o any power of attorney executed as provided for in Section 3 below,may execute any such band,undertaking or Other obligation as provided in such resolution or power of attorney Secoon3 All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman or the Vice-chairman or the President or a Vice President or an Assistant Vice President,jointly with the Secrehm,or an Assistant Secretary,under Nen Cespectvetlesignations.The signature of such officers may be engraved,printed orinnographed-- i,,her cenny,hat said FEDERAL INSURANCE COMPANY Is duly licensed to transact fidelity and surety business in each of the States of the United States of America,District of Columbia,Puerto Rico,and each of the r r—Ices cf Ganeda-11 we e.cepocn of Prince Edward Island,and is also duly licensed to become sole surety on bontls,undertakings,etc.,permitted or required by law. e undersig ced Assess n Secretary of FEDERAL INSURANCE COMPANY.do hereby certify that the foregoing Power of Attorney is in full force and affect, p,e c u oder in y hand and l he sea,of said Company at Warren,N.J.this 15th day of June ,19 87 Co- W", Ili As istant Secretary t A.,— E EyA ne, F 1'rn Pr-10-03401 Ed 7-B3,CONSENT Alt San Juall (.1pisuallo (.0111111I11111N' Rede.elupmem %germ Sr December 17, 1986 Mr. Joe Satz The Price Company 2550 5th Avenue, Suite 629 San Diego, California 92103 Re: Disposition and Development Agreement (The Price Club) Dear Mr. Satz: At their meeting of December 16, 1986, the Board of Directors of the San Juan Capistrano Community Redevelopment Agency approved the Disposition and Development Agreement for the sale of certain property to the Price Company by the adoption of Resolution No. CRA 86-12-16-2. The Board also adopted Resolution No. CRA 86-12-16-1, making certain findings regarding the environmental impacts of the proposed Price Club project. Enclosed for your files are two copies of the Disposition and Development Agreement and copies of the two Resolutions. If you need additional information, please do not hesitate to let us know. Very truly yours, MARY ANN MOZVER, CMC Agency Secretary MAH/cj Enclosures cc: Executive Director Deputy Director Legal Counsel Mitch Ritschel 32400 Paseo .Adelanto San,Juan Capistrano California 92675 714-493-1171 i DECEMBER 16, 1986 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS The Regular Meeting of the Board of Directors of the San Juan Capistrano Community Redevelopment Agency was called to order by Chairman Hausdorfer at 8:01 p.m., in the City Council Chamber. ROLL CALL PRESENT: Gary L. Hausdorfer, Chairman Anthony L. Bland, Director Kenneth E. Friess, Director Phillip R. Schwartze, Director ABSENT: Lawrence F. Buchheim, Vice Chairman STAFF PRESENT: Stephen B. Julian, Executive Director; Thomas G. Merrell, Deputy Director; Mary Ann Hanover, Agency Secretary; Robert G. Boone, Finance Officer; Glenn Southard Assistant City Manager; John R. Shaw, City Attorney; William D. Murphy, Director of Public Works; Thomas L. Baker, Director of Community Services; Cheryl Johnson, Recording Secretary. The Joint Public Hearing of the City Council and the Community Redevelopment Agency was conducted by Mr. Friess acting as Mayor of the City. JOINT PUBLIC HEARING OF THE CITY COUNCIL AND THE COMMUNITY REDEVELOPMENT AGENCY ON PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT FOR PRICE CLUB AND RETAIL SPACE LOCATED IN THE VICINITY OF CAMINO CAPISTRANO AND DOHENY PARK ROAD IN THE REDEVELOPMENT PROJECT AREA THE PRICE COMPANY 400.20 600.40 This item was taken out of order on the Agenda. Proposal: Consideration of the proposed sale of 23.3 acres, generally bounded by Doheny Park Road, Villa San Juan Mobile Home Park, the AT&SF Railway and the City boundary, to the Price Company for development of a Price Club and retail facility. Applicant: This was a City/Agency-initiated Public Hearing. Written Communications: Report dated December 16, 1986, from the Deputy Director, forwarding for consideration a Disposition and Development Agreement which provided for the sale of the property to The Price Company and, a Statement of Findings and Overriding Considerations with regard to the environmental impacts of the project. The report included: (1) An Executive Summary of the Agreement; -1- 12/16/86 III A Summary Pertaining to the Sale of Certain Real Property to the Price Company, pursuant to California Community Redevelopment Law, Section 33433, which described and specified the cost to be incurred by the Agency under the proposed agreement, the estimated value of the interest to be conveyed to the Developer, and the purchase price to be paid by the developer; and, (3) A Re-Use Analysis prepared by Keyser Marston Associates, Inc., which estimated the re-use value of the fee simple interest of the site. Conveyance of the property to the developer will take place upon City Council approval of the project; construction must be completed within 12 months of issuance of building permits. Nancy Erickson, Community Development Administrator, made an oral report, and discussed the proposed financing of the project. Public Hearing: Notice having been given as required by law, Mayor Friess opened the Public Hearing and, there being no response, closed the Hearing with the right to re-open at any time. Findings Regarding Environmental Impact of Proposed Price Club: It was moved by Director Hausdorfer, seconded by Director Schwartze that the following Resolution be adopted: RESOLUTION NO. CRA 86-12-16-1 ENVIRONMENTAL IMPACT FINDINGS PRICE CLUB - A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, MAKING CERTAIN FINDINGS REGARDING THE ENVIRONMENTAL IMPACT OF THE PROPOSED PRICE CLUB AND RETAIL SPACE DEVELOPMENT TO BE DEVELOPED PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTING A STATEMENT OF FINDINGS AND OVERRIDING CONSIDERATIONS THEREFOR The motion carried by the following vote: AYES: Directors Schwartze, Bland, Friess, and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim Approval of Disposition and Development Agreement: It was moved by Director Hausdorfer, seconded by Director Schwartze that the following Resolution be adopted: -2- 12/16/86 RESOLUTION NO. CRA 86-12-16-2, APPROVING SALE OF PROPERTIES AND DEVELOPMENT AGREEMENT - A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, APPROVING THE SALE OF CERTAIN PROPERTIES WITHIN THE SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT AREA TO THE PRICE COMPANY; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO The motion carried by the following vote: AYES: Directors Schwartze, Bland, Friess, and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim RECESS AND RECONVENE The meeting recessed at 8:10 p.m., to reconvene the City Council meeting. The meeting reconvened at 8:10 p.m., noting all members present with the exception of Director Buchheim. MINUTES Regular Meeting of December 2, 1986: It was moved by Director Bland, seconded by Director Schwartze, that the Minutes of the Regular Meeting of December 2, 1986, be approved as submitted. The motion carried by the following vote: AYES: Directors Schwartze, Bland, Friess, and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim BOARD ACTIONS 1. APPROVAL OF WARRANTS (300.30) It was moved by Director Schwartze, seconded by Director Friess, and unanimously carried to approve the List of Demands dated December 4, 1986, Warrant Nos. 222- 235, in the total amount of $262,975.79. 2. REIMBURSEMENT AGREEMENT (SAN JUAN DODGE/CHRYSLER REALTY CORP.) 600.40 Written Communications: Report dated December 16, 1986, from the Deputy Director, advising that chrysler Realty Corporation had requested additional time to review the Agreement. -3- 12/16/86 AGENDA ITEM December 16, 1986 TO: Stephen B. Julian, Executive Director Community Redevelopment Agency FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Joint Public Hearing of the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency on the Proposed Disposition and Development Agreement for the Price Club and Retail Space SITUATION: A. Summary and Recommendation The Redevelopment Agency staff has been negotiating with The Price Company regarding the development of a Price Club in San Juan Capistrano. To this end, the terms and conditions of a Disposition and Development (DDA) have been negotiated which provide for the sale of the property to The Price Company. The attached resolutions reflect actions to be considered by the Agency as they relate to the proposed sale of the land, the DDA and the environmental impact of the proposed development. B. Background The Price Company has been meeting with the Redevelopment Agency staff for several months in order to negotiate a mutually agreeable transaction for the sale of land to them for the development of a Price Club. In order to accommodate the development, it was necessary to annex into San Juan Capistrano a portion of the unincorporated area of the county. This has been accomplished and the total site encompasses 23.032 acres generally bounded by Doheny Park Road, Villa San Juan Mobile Home Park, A.T. & S.F. Railroad and City boundary. The following is a summary of the negotiated terms of the proposed Disposition and Development Agreement (DDA) between the Redevelopment Agency and the Price Club which outlines the Scope of Development, Method of Financing and Schedule of Performance: Scope of Development The developer proposes to construct an approximate 150,000 square feet Price Club typical of Price Clubs in the Southern California area, and retail uses totalling approximately 60,000 square feet on 23.032 acres. The architectural style of the buildings will be marine village to complement the surrounding Capistrano Beach area, and the development includes a total of 1,283 standard parking spaces which exceeds code. Basic concept and schematic drawings will be presented for Agency/City review. Thereafter, Agency and City staff will review and approve plans to ensure compliance with the approved basic concept and schematic plans and all applicable City standards. FOR CITY COUNCIL AGENDA Agenda Item • -2- . December 16, 1986 Method of Financing As outlined in the Executive Summary attached, the Agency is purchasing the entire site and conveying it to the developer. The conveyance will take place upon developer receipt of appropriate development approvals by the City Council for the project. The Agency will purchase the entire site with funds loaned to it by The Price Company from Great Western for $10.50/sq. ft. Twelve acres will be conveyed to The Price Company for the Price Club development at $6/sq. ft., and the remaining 11.032 acres will be sold to The Price Company for $10/sq. ft. The Agency will be subsidizing $2,592,517 in the land sale transaction. In addition, the Agency will pay for all public infrastructure costs for the site, the EIR and a portion of the development fees for the Price Club estimated to be $2,390,000. The developer will be paying the fees attributable to the retail development and a portion of the development fees for the Price Club. The developer will loan the land subsidy amount to the Agency in addition to the infrastructure, development fee and EIR costs. The payback structure for the loan will be as follows: the City receives the first $400,000 of sales tax (if less than $400,000 in sales tax revenue is generated annually, there is no payment required on the debt to The Price Company for that year); the developer receives the next $600,000 (or whatever lesser amount is generated); and any amount over $1 million is split 50 percent towards retirement of the debt and the remaining 50 percent goes to the City. No tax increment funds will be utilized for repayment of debt. A future Council action will consider a sales tax ordinance whereby a portion of the sales tax received from this project will be passed from the City to the Agency for repayment of the debt. Any and all funds paid to The Price Company are towards retirement of the debt. In the event sufficient tax revenues are not generated to pay off the debt in 23 years the unpaid balance will be forgiven. As soon as the debt is repaid, all sales tax generated by the project will go to the City. Schedule of Performance The Schedule of Performance section of the DDA outlines the timing for the performance of Agency and developer responsibilities. In summary, if the agreement is approved on December 16, 1986, the conveyance will take place upon developer receipt of appropriate development approvals by the City Council for the project. Construction of the Price Club must be completed within 12 months of issuance of building permits. ENVIRONMENTAL The Price Club EIR, which was prepared for the proposed development, was certified on August 5, 1986, by the City Council and Redevelopment Agency. PUBLIC NOTIFICATION The required legal notice of public hearing was published on November 27 and December 4, 1986 in the Capistrano Valley News. COMMISSION/BOARD REVIEW, RECOMMENDATION The Architectural Board of Review and Planning Commission have conducted worksessions on the project plans on October 15 and October 28, 1986, respectively. Itis r Agenda Item • -3- December 16, 1986 anticipated the Environmental Review Board will consider the project in December; the Architectural Board of Review in January 1987; and the Planning Commission and City Council in January or February 1987. FINANCIAL CONSIDERATIONS Since the developer will be lending the Agency the funds necessary for the land subsidy, development fees for the Price Club and the infrastructure, there will be no up front costs to the Agency. The loan to the Agency will be paid back via future tax increment and sales tax revenues as noted in the Method of Financing above. ALTERNATE ACTIONS 1. Do not adopt the resolutions approving the proposed development. 2. Adopt modified resolutions. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ RECOMMENDATION By motion, adopt resolutions: 1. Making certain findings regarding the environmental impact of the proposed Price Club and retail space development to be developed pursuant to a Disposition and Development Agreement, and adopting a Statement of Findings and Statement of Overriding Considerations therefor; 2. Approving the sale of certain properties within the Central Redevelopment Project Area to The Price Company and approving the Disposition and Development Agreement pertaining thereto. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Respectfully submitted, <�� �• ham, Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:PD:dh 16 / •RESOLUTION NO. CRA 86-12-1• APPROVING SALE OF PROPERTIES AND DEVELOPMENT AGREEMENT (PRICE CLUB) A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY APPROVING THE SALE OF CERTAIN PROPERTIES WITHIN THE SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT AREA TO THE PRICE COMPANY; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO (PRICE CLUB) 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 a Disposition and Development Agreement (the "Agreement") with The Price Company (the "Developer") for the sale of the development site (the "Site") for the development and operation of a Price Club and retail space, and the necessary parking and landscaping by the Developer (all as described in the Agreement) in the San Juan Capistrano Central Redevelopment Project Area; and, WHEREAS, the Developer has submitted to this Agency copies of said proposed Agreement in a form desired by the Developer; and, WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) this Agency held a public hearing on the Agreement and the proposed sale of the Site, having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; 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, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements. NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency as follows: 1. The Agency recognizes that it has received and heard all oral and written objections to the proposed Agreement, and to the proposed sale of the Site 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 consideration to be paid by the Developer for the purchase of the Site is not less than fair market value in accordance with the covenants and conditions governing such sale. The Agency hereby further finds and determines that all consideration to be paid under the proposed Agreement is in an amount -1- 166 • necessary to effectuate the purposes of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project. 3. The sale of the Site and the proposed Agreement which establishes the terms and conditions therefor, are hereby approved. 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 16th day of December 1986. R L. HAUSDORFER, CHAI AN ATTEST: AGENCY S, R TARY 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 86-12-16-2 adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 16th day of December , 1986, by the following vote: AYES: Directors Bland, Friess, Schwartze and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim (SEAL) MARY N ANOVER, AGENCYSECRETARY -2- RESOLUTION NO. CRA 86-12-16-1 ENVIRONMENTAL IMPACT FINDINGS (PRICE CLUB) A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY MAKING CERTAIN FINDINGS REGARDING THE ENVIRONMENTAL IMPACT OF THE PROPOSED PRICE CLUB AND RETAIL SPACE DEVELOPMENT TO BE DEVELOPED PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTING A STATEMENT OF FINDINGS AND OVERRIDING CONSIDERATIONS THEREFOR (PRICE CLUB) WHEREAS, the City Council of the City of San Juan Capistrano, (the "City Council") by Ordinance No. 488 on July 12, 1983, adopted and approved the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project and amended said Plan by Ordinance No. 509 on May 15, 1984, by Ordinance No. 547 on July 16, 1985, and by Ordinance No. 582 on August 19, 1986 (the "Redevelopment Plan"); and, WHEREAS, the San Juan Capistrano Community Redevelopment Agency, (the "Agency") and the City Council certified a Final Environmental Impact Report for the Redevelopment Plan (the "Original EIR") on July 5, 1983, by Resolution No. 83-7-5-3 and on July 5, 1983, by Resolution No. GRA 83-7-5-2; and, WHEREAS, the Agency (Resolution No. 86-8-5-1) and City Council (Resolution No. 86-8-5-7) on August 5, 1986 certified a Final Focus Environmental impact Report for the Price Club Development within the Project area (the "Focus EIR"); and, WHEREAS, the Agency proposes the development of a Price Club and retail space within the Project Area by a private developer (the "Developer") and to enter into a Disposition and Development Agreement (the "DDA") therefor; and, WHEREAS, a duly noticed public hearing was held by the Agency and the City Council on November 18, 1986, at which time all interested persons were given an opportunity to be heard. NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California, as follows: 1. The Agency hereby certifies the information contained in the Focus EIR has been reviewed and considered by the members of the Agency with respect to the proposed development of the site and the proposed Disposition and Development Agreement. 2. The Agency hereby finds with respect to the proposed development and the adverse environmental impacts detailed in the Focus EIR that: a. the adverse environmental impacts pertaining to the proposed development, including all alternatives set forth in the Focus EIR, have been considered and recognized by the Agency; -1- b. based on information set forth in the Focus EIR and in Attachment "A" (attached hereto and incorporated herein by this reference) the Agency finds and determines that measures have been incorporated into the proposed development which mitigate or avoid adverse environmental impacts identified in the Final EIR and set forth in Attachment "A"; C. based on information set forth in the Focus EIR and in Attachment "A", the adverse environmental impacts related to traffic, noise, air pollutants and deletion of open space are remaining impacts after mitigation which cannot be entirely mitigated or avoided if the project is implemented; d. that no additional adverse impacts will have a significant effect or result in a substantial or potentially substantial adverse change in the environment as a result of the proposed development. 3. The Agency hereby finds and determines that all significant environmental effects identified in the Focus EIR have been reduced to an acceptable level in that: a. all significant environmental effects that can feasibly be avoided have been eliminated or substantially lessened as determined through the findings set forth in paragraph 2.b. of this Resolution; b. based on the Focus EIR, the documents in the record and upon Section IV of Attachment "A" attached hereto and incorporated herein by this reference, specific economic, social or other considerations make infeasible other project alternatives identified in said Focus EIR; C. based on the Focus EIR and the documents in the record, all remaining, unavoidable significant effects of the proposed development are overridden by the benefits of the project as described in Section V of Attachment "A" and the Agency hereby approves and adopts Section V of Attachment "A" as a Statement of Overriding Considerations for the proposed development. 4. The Agency, as lead agency, hereby authorizes and directs a Notice of Determination be filed with respect to the Focus EIR pertaining to the -2- approvplof the proposed Disposition and Development Agreement for the proposed development and all other actions taken in furtherance thereof. PASSED, APPROVED, AND ADOPTED this 16th day of DPremher 1986. G�- *L'.4HFEFER, CH IRMAN ATTEST: AG N Y SECRETARY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 1, 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 86-12-16-1 adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 16th day of December . 1986, by the following vote: AYES: Directors Bland, Friess, Schwartze and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim i 7 (SEAL) MARY ANN kiANOVER, AGENCY S CRETARY -3- AFFIDAVIT OF PUBLICATION This space is for the County Clerk's Filing Stamp • P • r.rf� .i'rr fl STATE OF CALIFORNIA Proof of Publication of County of Orange I am a citizen of the United States and a resident of the NOTICE OF JOINT PUBLIC HEARING County aforesaid:I am over the age of twenty one years, ... ...... ...... .... .. ..... .. .. .. .. .. .. .. .. .. .. ..... ... . and not a party to or interested in the above-entitled matter. I am the principal clerk of the Capistrano Val- NOTICE Or.10IliT"ISUC ley News,a newspaper of general circulation in the City NOTICE OFJOINTpmukRakitz"aWrrs rlCITY r�OFTM of San Juan Capistrano, County of Orange, and which CD CITY OF J DEVIil•D AN C'�Br*ANipAND THE SAN IUAN CAPIRIlEANft rBF;A13EXCY newspaper has been adjudicated to be a newspaper of . PROPDSFJ) DlfpRiCBCf.UBANbBRTAfIU general circulation by the Superior Court of the County N077CEIS gi6REBRyDtrIVBJg , ;._ of Orange, State of California, June 5, 1984, Case No. Capistrano cue^clty^t and thethe city Couslia arso loan Apr.ge A-122949 in and for the City of San Juan Capistrano, gip°b°0°v/c Age (ma"Nanes7 a aetP"FU*i lgss, l,wirot7:09PLs..oruaoiin r - County ofOrange and the South Orange CountyJudicial a a ba beard,Pathe C t7aathaeaCiy x110 District;that the notice,of which the annexed is a true to,San Joan CapiRrano,Og" OWM Punuaat to the COW printed copy, has been published in each regular and �tyHade.etOp�niLwd the with rCna,Senimr»gOoat,yJfr P p pnrBgse of considering the eypaysl of a proposed entire issue of said newspaper and not in any supple- Dnref°Pm.ncASreemeM#lw"AgneneW ")with The Prli. mmpa°t meat thereof on the following dates, to wit: development P-AdeefwtbO-UatneSa toUso «enamor and operation of a ooetmereia Site Which.lsaladee a Prim Club pad Omer rated urea •. , .Tse �pgpd upas Rm'tdes fora Fi'fep♦;1u0. anda11PN3latelywAcosti.Raf�lepetp bJiheDevebper on the Site[long Wim the necessary parkin d I�y, November 27 , December 4, 1986 The insationofthe sitewimin the.BanJuan GPistmno Gatraf Redevelop• aim project Area,is shown on the map amosepanying this nonce. The purpose of the public hearing is to consider: ' 1.The proposed agile of the Site in the San ja.S Capistrano Gmal Redevelopment project Ales by ehrwaeaey to the Developer for the dw velopment and opeatia a a commm!cyl efts ineludiaga Pktaa Club and other retail uses with the 1040,60 and landaaphkt I declare under penalty of perjury that the foregoing is don2.7%0 slid elmemtsW.fdmgker_a=%VblohymdOt�a,gDwm.p- ture and correct. a AR evldessm amend t�m0�r f ed against me appoval ofd11 Apes meet and the proposed sate of`miSRO to The prim Co,pnn. At any time not lam than the how aforaafd set fair hearing,any person chiseling to the Propmed sae OF Flat W tie 4weewnt,ar to the C"andarib°fney of the puce promadiess may nmtn►(Wagwim the CRY - Clarka datrmbt ofhh orbereldeetNls therm,MppRfn4anco mpchs, tines deur to be heard may appear before the Agapcp n"the clip Council mdskmrcousewlptheApawmormepropa.edaelsofineSne . Executed at Mission Viejo, Orange County should not be approved.At tRe'af4rana hour the Clip f",mineR and the The following pass up®an writers,and era objeck,,, The Nraita daIft: taaro tpwpablk inspagjonatl dusigrogn4romeskoaalB.g9.as, �Ov of ftheAdcose Yg4l � California,this ...4... . day of Dpi: 19 ..$6.. .. PPaeeso Adelaide,Son City on Clerk G&AS"wya� � ' 1.Final Favus Fa Pidfaao GlNarnia,6dFfpr virohich Wonaa�awwddof7tmp yMu'MstOPmf fFBUTNK the prim Cl W No.M6iH1 pd Alpuey.{ResONdfMACNA- 44�#Sl).in biAnClblResaaRoa Z A copy attheApoemebt 6 hemic be¢anJuan GpW/dranoCommw ftyClub..OP Prim mentAger.gdgfBoaJs,aaGpidaae.GlifornisandThe e Club S.A Seminary Report which describes and apmuleu IL T►r sat of fes AgmM@WJ to the Agcarin b- The estimated alucdefinetatomen to be conveyed,detenpiged at the ifgheg'aaa P ttied"0d and"the Redaalopmea Ptah for the Can,- trap Redevelopment Prolod Ara& u'L... .. .. ... .. .. .. .. . BY DAWN 1F SCNANDM aulpiy ..� _ - MARY ANN HANOVER,Cid CHOW Signature Agaeq Se m"e Paaiwed:c.Wdr..o vaitq Naw, ' iNavamli,ky,Deeemhird,IM - .. rBOM in Capistrano Valley News S' 23811 Via Fabricante P.O. Box 3629 Mission Viejo, Calif., 92690 ✓ a. gN � z NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Jody Kolar, Legal FOR PUBLICATION ON: THURSDAY, NOVEMBER 27, 1986 THURSDAY, DECEMBER 4, 1986 DOCUMENT TO BE PUBLISHED: NOTICE OF JOINT PUBLIC HEARING - PROPOSED DEVELOPMENT OF PRICE CLUB AND RETAIL SPACE IN REDEVELOPMENT PROJECT AREA 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: J 4r— DATE: November 20, 1986 Date of Public Hearing - 12/16/86 Date notice published - 11/27/86 - 12/04/86 Date affidavit received - )016k6f, Date notice posted in designated posting places (3) - 11/27/86 Date notice posted on property - N/A Date of mailing notice to interested parties - N/A Date notice transmitted to City Manager's Office - 11/20/86 noti4�bf PLBLIC HEARING X. :rn nn C,q�N�P CITY Of SAN JUAN CAPISTRANO NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY. PROPOSED DEVELOPMENT OF PRICE CLUB AND RETAIL SPACE IN REDEVELOPMENT PROJECT AREA NOTICE IS HEREBY GIVEN, that 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 on December 16, 1986, at the hour of 7:00 p.m. or as soon thereafter as the matter can be heard, in the City Council Chambers, City Hall, 32400 Paseo Adelanto, San Juan Capistrano, California 92675, pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000 et. seq.) for the purpose of considering the approval of a proposed Disposition and Development Agreement (the "Agreement") with The Price Company (the "Developer") which provides for the sale of the Site to the Developer for the development and operation of a commercial Site which includes a Price Club and other retail uses. The proposed plan provides for approximately a 150,000 sq. ft. Price Club, and approximately 60,000 sq. ft. of retail to be constructed by the Developer on the Site along with the necessary parking and landscaping. The location of the site within the San Juan Capistrano Central Redevelopment Project Area, is shown on the map accompanying this notice. The purpose of the public hearing is to consider: 1. The proposed sale of the Site in the San Juan Capistrano Central Redevelopment Project Area by the Agency to the Developer for the development and operation of a commerical site including a Price Club and other retail uses with the necessary parking and landscaping. 2. The document providing for such sale which is the proposed Disposition and Development Agreement. 3. All evidence and testimony for and against the approval of the Agreement and the proposed sale of the Site to The Price Company. At any time not later than the hour aforesaid set for hearing, any person objecting to the proposed sale of the Site, or the 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 thereto. Any persons or organizations desiring to be heard may appear before the Agency and the City Council and show cause why the Agreement or the proposed sale of the Site 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. Final Focus Environmental Impact Report (FEIR) for the Price Club Development which was certified on August 5, 1986, by the City (Resolution No. 86-8-5-7) and Agency (Resolution 86-8-5-1). 2. A copy of the Agreement between the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California and The Price Club. 3. A Summary Report which describes and specifies: a. The cost of the Agreement to the Agency; 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. MARY ANN HAN VER, 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 an q alified ity Clerk/Agency Secretary of the City of San Juan Capistrano; that on// 9A/ 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 111d-)1&9�1,�41&the above Notice was published in the Capistrano Valley newspaper. MARY ANN VER, CITY CLERK 6/ City of San Juan Capistrano, AGENCY SECRETARY Community Redevelopment Agency San Juan Capistrano, California vk. TE PLAN !• * \3k§ i .., KAA&Hort W4 1 ➢S CLulbo yertnyn9 c3�eca ,, t ht k� s C F•\ yr na. 2 s t a�ssF•F.r.�+T�'�' Cry � <• •ta A �x,,e; ''�' " L ICE p � L�2 /_ { � wr�cwawc�w- '•� � . q v��" F 'e, j F!t i yaY4CF d 6 .+y i J. d fir' K 2YY ! Y Wim.. i F g 'A N k lwie 87!-342095 haaae w 9M 1EMEEk a ; meq_ neamuMamawr. .; 1�1fQ kBB JUK 7=7 AGENCY DEED AM6NYIAE OgMY� 9' P Recording ReWeated BY and When Recorded Return To, ) ( The Prime Company ) fl� Atte. Joseph e . Esq. 2450 [fifth Avenue, Suile 629 x a„ k�AkNlld San Diego, CA 92107 _� Mail Tax Statements To, ) �ar�ww, The Price C.,mpmy Attm Mitchell Lynn ) f 2657 Ariane Drive ) . San Diego, CA 92117 ( obi. �• ( pane • or reeo er • uas on y) +C"Fk `,DO DRAW DEED For • valuable eonsidera!!aa roeeiDt of which Ss } hereby acknowledged, The SAN JUAN CAPISTRANO COMMONITY REDEVELOPMENT AGENCY, a public body, eor�orate and politic, of the State of California, herein called Grantor" acting to carry out the t) Redevelopment Plan, herein called "Re"Velopment Plan" for the Redevelopment Projec� for the Central Redevelopment Project - 9 Area, herein called Project" under the Community Redevelopment Law of California, hereby grants to THE PRICE li COMPANY, a Caliiarnla corporation. herein called "Grantee" the si i real property hereinafter referred to an "Property% described inExhibit A attached hereto and incorporated herein, subject p„ to the existing easements, restrictions and covenants of record. x i 1. Said Property is conveyed in accordance with and " subject to the Redevelopment Plan which was approved and " adopted by the City Council of the City of San Juan Capistrano by Ordinance No. 688, as mended blOrdinance Nos. 509, 547 and 582, and a Disposition and Developemnt Agreement entered into yry between Grantor and Grantee dated I:ueember 16, 1986 (the "DDA"), a copy of which is on file with the Grantor at its sI offices as a public record and which is incorporated herein by re[erence. 06-30-87 59111/2299/16 Page 1 01 5 *; F, Y. 'R; F 1 ey tiE C .r3 iak i "�'„ST J.i✓�,�a �r ,,,y�K;d,�1a;e �, r{ .p C*+,syj.1 .�'•s .a nrq��e ,p5p i.. (yLC C��� ' h'� v+"tkYjh7 YY�ii ,,"y N4 1 d! ' to .. 4 r rP t ya a�'"r+e nary�B.ir : xr•♦1 ���i. �!l 67-342095 soh 2. The Grantee *hall process, with all due dillgeme, a lot line adjustment, reversion to acreage, or parcel map for the Property an may be required by V%a City of San Juan - Capistrano Subdivision Ordinance so .0 to eliminate the existing lot lines which currently divide the Property Into three parcels. The Grantee shall pay for all costa Incurred as a result of the preparation and recordation of such lot line adjustment, conversion to acreage or parcel map, as the ease may be, except as to Development Pee, associated therewith ' which are allocated pursuant to Paragraph 11(c) of ACtaclaent No. 5 entitled "Scope of Development to the Dimposition and Dave)opment Agemment in conjunction With the elimination of ' the present lot lines or at any time or times thereafter the property may be subdivided. Grantee stall not convey all or any portion of the Property until much complimmm with the City of San Juan Capistrano Subdivision Ordinance has been completed. J. The Graeae *hall not ass itooon Property efo�de uses prohibited in the Project amendments of the Redevelopment t Pies for the paragraph (or any his Grana thereof approved pursuant to paragraph 10 of more Grant Deed), cnd this Grant Deed, whichever decurrent is more restrictive. ` 6. The Property In conveyed to grantee at a purchaseprice, herein called "Parchese Price", determined in accordance with the uses permitted. Therefore, Grantee herebycovenants and agrees for itself, its successors, its &@signs, and every successor in interest to the Property that the Orestes, such successors and such assigns, shall develop, maintain, and use the Property only as follows. (a) Grantee shall develop the Property es required by the DDA, and with parking conforming to the requirements of the San Juan Capistrano City Code. (b) Grantee shall maintain the improvements on the Property and shall hep the Property free from my accumulation of debris or waste materials. Grantee shall ala* maintain the - required landsca;ing in a healthy eouditeen. (a) After the &@matlahaesempleton as providedIthe DDA, the Developer may make additions and alterations to improvements on the Property provided Developer is in compliance with all applicable laws, ordinances and regulations. (d) Grantee shall not subdlvide the Property for the duration of the Redevelopment Plan without first recording a reciprocal aeeement agreement for parking and access purposes between of among the subdivided percale, if required by the Grantor and the City. 06-10-07 S9llk/2299/16 Peg* 2 of 5 y "i > ,k 'yp9p I;P 'y�y{�{y1/�5 h;40 f i{' ?° z(`J#4rk ivy; 8T-342095 `' S. Prior to recordation of a Certificate of completion ' ;'.Issued by the Grantor for the improvements to be constructed on the Property, (a) Except for leases, the Grant" shall act make any ? ^- sale, transfer, conveyance, or assignment of the Property or - any part thereof or any Interest therein, except to a partnership in which the Developer has at lust a 501,' Interest in profits and losses without the prior written consent of the Grantor except a permitted by paragraph S(b) of this Grant Deed. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. (b) The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other Uan mortgages, duds of trust, or any other form of conveyance required for financing of the acquisition of the Property, the - construction of improvements on the Property, and any other ` Zanditures c.jcesaary and appropriate to develop U.i Property. S. The Grantee agrees for itself and any suceasscr in - interest not to discriminate upon the basis of race, calor, creed or national origin in the sale, Lease, or rental or in the use or occupancy of the Property hereby c-mayed or any part thereof. Grantee covenants by and for itself, Its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or Megrogation of, any person or group of persons on account of -- rase, color, creed, nation., origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grant@* itself or any person cla_�ing 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, 1488800, sub-tenants, sublesees, or vendees in the Property. The foregoing covenants shall run with the land. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid •- in any way impair the lien or charge of any mertgag4 or dead of trust or security Interest permitted by paragraph 5(b) of this Grant Dead, provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. S. All covenants contained in this Grant Deed shall be covenants running with the land. Orantes's obligation to 06-30-g7 5911k/2299/16 Page 3 of 5 n 1' tit , 87-34E95 ' *k yX develop the improvements an the Property pr*ovided in patagnpb 4(a) of thLm Grant Deed mall terminate and shall become null and void upon recordation of a Certificate of Completion isaned by Grantor for the Property. Grant"'a obligation to ume or cause the use of the improvements constructed as provided in paragraph 1 fall continue in effect until expirstion of the Redevelopment Plan. LVery covenant contained in this Grant Deed against discrimination contained in paragraph 6 of this , Grant Dud shall remain in perpetuity. 9. All Covenants without regard to technical classification or designation mall be binding for the benefit of to Grantor, and such covenants shall run in favor of the : Crvntmr For the entire pert^d Curing which such covenants mull be in forts and affect, without regard to whether to Grantor Is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all therights and remedies and to maintain any actions at law er suSb n in equity or other nroper proceedings to enforce the curinq of - ouch breach. 10. Roth afore and after recordation of a Certificate of r' Completion, both Grantor, its successors rand assigns, and Grantee and the successor* and assigns of Orantee in and to ally, or any part of the fes title to the Property shall he" the right to consent and agree to changes in, or to alimlMte in whole or in part, any of the covenants of restrictions arty. contained in this Grant Deed without the consent of any tenant, - lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a dead of trust or any other person or entity I having any interest leu than a fee In the Property. The = 1 technical contained fic in this Grist Deed, it or regard ea technical classification entity other Ball net benefit or he s succeanle by rF any assign . entity other than the Redevelopment or its successors and assigns. My amendments to the Redevelopment Plan Property,which or ethers the hang or development permitted on Con rolshaor to the Pr change any of the restrictions or consent o that apply to the Property, shall require the Grantee sanest of Grantee my or the eheueer* tui assigns of eranbe SR and uc all or any purl of the fee title co to Property, but ,l such amendment mall not censer* The gages,t of any bent, Iary w easement dead rgy' holder, oranylicensee,other trustee, having avin my under sdeed -' F of tragi or any other person or anlSLy havlml any Snbteei lees than Pae in the Property. 11. The covenants contained in this Grant Deed Ball be ; construed as covenants running with the land and not as conditions which might result in forfeiture hf title. 06-30-67 5911x/2299/16 Page 4 of 5 Wsr'�i}yC p. , +a 11 f.{ r F 1 R B7-342095 - v A IN WITNESS NNER60T, the Grantor and Orantee hew caused this instrument to be executed on their behalf by their �V* respective officers hereunto duly authorised, this 1� day a.4t of1987. II SAN JUAN CAPISTRANO CONN11NITY ` gay' REDEVEIPPNEtII A06N" "*? By; ExaaUtIve Dires T ,�•�{�y ATTESTt (SEAL) myare Ery . k +u AGENCY ACKNOWLEDGMENT 87-3095 STATE OF CALIFORNIA $' ���''��'"rA��� 35. COUNTY OF ��77 On la? before 4hef the undersigned,a— otA u�ublle�n and ler Ip A _ qt yNtonally .,: .appeared�M� known to me L he Exetulilys Director 0 •'� the Agency who executed the within Instrument, on behalf of the Agency therein ramed, and acknowledged M me that s h Agency exeucted the wtlhin Instrument 7 pursuant to its by-laws or a resolution of In Uhoard. WITNESS my hand and official"al. MIW1A Om16 - 4 Slgemturet�'��.+:� 1 o•we.u.ww �Ac etc n 311 1 n —�Poiuy same y7* or r Ie (TMs area for etti[bl notarial weD '-4s 06-30-87 ({ 5911x/I299/16 Page 5 of 5 p ,y, z it Ir ec 81342095'' it ;'ta ? Ia Mi1Ra9{ w914trOr, the Grantor am Grantee be T M 'a� caused this instruseat to M snouted on their behalf by tlieir'j_ res"Otiyyr Officers beraunto duly authorized, this f the of _. 1987 SM'JUAN C.NIO'GXW M0i 0dITY} _ a r<4 zs w sec r h •tlq t (srax.( f 4- 3 tUFM .aimx - ift-` P".: N '4 °MA'li 3 ��"� �Y�4 - 4P4 +` F A ZK`14��•y.yaL M4� vu� �Q � $IAS yy9r -i rg4y rs 41 s; 3 -7 �,� tr CK f av§7 •7 r ' 1c Urd w IV Y1A r4 c 4 w � 08.10-87 8913r/2299/16t, page of 8 ,,,,.. 4 q (.Y x jL IntSIT -0 87-342095 DESCRIPTION: N PARCEL 1: -•' THAT PORTION OF THE RAU MO DOCA BE LA luYA. 1N THE CITY OF'SAM JUAN AP' -N CAPISTRANO, COUNTY OF ORANGE. STATE OF CALIFORNIA. AS PER MAP RECOROO-J1111E 29. 1007. IN BOOK 0, PAGES 1111 AND 119 OF PATENTS. RECORDS OF LOS ANGELES,. COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:' a BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. BE PRYOR IN THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPERIOR COURT OF GwANCE COUNTY, CALIFORHTAs THENCE NORTH 33 DEGREES 60 MINUTES EAST 21 FEET TO FENCE TO AN FENCE CORRNER, THENCE FENCE ORRTH 46 NORTH /2 DEGREESS 10 WEST. M F997 TO THE RIGHT—OF—WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANYs THENCE SOUTH 26 t DEGREES WEST ALONG SAID RICHT-OF-WAY 717 FEET TO LINE OF LAND ALLOTTED IN SAID . CASE TO CHRISTINE S. PRYOR, AND THENCE SOUTH 69-1/2 DEGREES EAST. 1122 FEET TO THE POINT OF BEGINNING. EXCEPT TWAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL S, 1930 IN BOOK 375, PAGE 99, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM 1/16TH OF ALL OIL GAS. MINERALS AND HYDROCARBON ' 'SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RASMUSSEH. A MARRIED MAN. RECORDED JANUARY 25, 1"1 IN DOOR 2130, PAGE $20. OFFICIAL RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL. OIL r'GHTS, MINERALS, MINERAL RIGHTS. NATURAL CU. NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH INK PCMTUAL RIGHT OF DRILLING, MIP.ING. EXPLORING AND OPERATING TK49FCR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALL DRILL AND MINE FROM LANDS OTHER THAN THOSE NEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO. THROUCH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRTOED, AND TO BOTTOM SUCH WHI►STOCKED OR DIRECTIONALLY DRILLE WELLS, TUNNELS AND SHAFTS UI:DER AND ".:HEATH OR BEYOND THE EXTERIOR LIMITS THEREOF. AND TO REDRILL. RETUNNEL. EQUIP. MAINTAIN, REPAIR, DEEPEN AND OPERAT ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER. THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF T LAND HEREtNABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS. AS RESERVED IN DEED FROM FIRST WESTERN BANK AND TRUST COMPANY, RECORDED JANUARY S. 1971 IN BOOK 9509, PAGE 096, OFFICIAL RECORDS. PARCEL 2: BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE PRYOR HOMESTEAD AS `ESCRIDED IN DECREE RECORDED IN BOOK 7, PAGE 71 OF HOMESTEADS- RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY AT ENGINEER'S STATION 416 + 49.20 THEREOFs THENCE FOLLOWING INE EASTERLY LINE OF SAID PRYOR HOMESTEAD, SOUTH 27 DEGREES 53 MINUTES 30 $[COMO$ WEST 265.41 FEET AND SOUTH 27 DEGREES N MINUTES 40 SECONDS EAST 193.61 FEET t l U-342095 TO THE CENTERLINE OF SAID HIGHWAY AT ENGINEER`S STATION 412 + 00.49 AND THENCE NORTHERLY ALONG THE CENTERLINE OF SAID HIGHWAY 100.10 FEET Tb THE POINT OF BEGINNING. PARCEL 3: THAT PORTION OF THE PRYOR HOMESTEAD TRACT. IN THE RANCHO DOCA LA PLAYA,`-COUNTY OF ORANGE. STATE OF CALIFORNIA, AS SNONNN ON MAP ATTACHED TO CASE NO. 1210. IN FINAL DECREE MADE BY THE SUPERIOR COURT IIF SAID COUNTY. A CERTIFIED COPY OF WHICH IS RECORDED IN BOON 27, PAGE 0t OF DEEDS, IN THE OFFICE OF THE COUNTT," .RECORDER OF SAID COUNTY. DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF THE 1t.0 ACRES ALLOTTTED TO AullyaA PRYOR IN SAID CASE N0. 1210 OF THE SUP94400 COURT OF SAID CWNTYI THENCE ;. . WESTERLY ALONG THE NORTHtmLY LINE OF SAID 69.0 ACRK ALLOTTED TO ALBERT PAM. : NORTH 66 DEGREES 35 MINUTES 11 SECONDS KIT. 949.60 FEET TO A POINT IN THE.a.: EASTERLY RIGNT-OF-WAY LINE OF THE SOUTHERN CALIFORNIA RAILWAY " AS SHOW ON MAP OF SAID PRYOR HOMESTEAD TRACT. SAID POINT VEINS ALSO THE S011TWiSTERLY CORNER,„ OF THAT CERTAIN PARCEL OF LAND DESCRIDED IN DEED RECORDED IN BOOK 3930. PAGE . ' 586 OF OFFICIAL RECORDS IN SAID OFFICEI THENCE MORTNE1.0 ALONG SAID EASTERLY;" . RIGHT-OF-WAY LINE NORTH 16 DEGREES 17 MINUTES 31 SECONDS CAM 580.09 FEET TO THE NORTHERLY LINE OF THE 49.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID 'SUPERIOR COURT CASE N0. 12191 THENCE LEAVING SAID EASTERLY RIGNT-W-WRY LIHE.�_ SOUTH 61 DEGREES 33 MINUTES 89 SECONDS EAST. ALONG SAID LAST MENTIONED NORTHERLY LINE. A DISTANCE OF 962.29 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN DOOR 376, PAGE 191, OFFICIAL RECORDS IN SAID OFFICtI THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 05 DEGREES 31 MINUTES 21 SECONDS KIT 62.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RA@NUS OF 1500.00 FEETI THENCE SOUTHERLY ALONG SAID CURVE. THROUGH AN ANGLE OF 15 DEGREES 27 MINUTES 15 SECONDS, AN ARC DISTANCE OF 606.91 FEETI THENCE LEAVING SAID CENTERLINE, ALONG THE NORTHEASTERLY PROLONGATION OF THE WTHEAi,ERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN DOOR 375, PAGE 99. OFFICIAL RECORDS IN SAID" - FICE, SOUTH 31 DEGREES 31 MINUTES 51 SECONDS WEST, 111.+5 FEET TO THE POINT, OF BEGINNING. XCEPT THEREFROM THAT CERTAIN STRIP OF LAND I.N FOOT WIDE. AS DESCRIBED IN E0 RECORDED IN 80001 7503. PAGE 610. OFFICIAL RECOROS. IN SAID OFFICE. LSO EXCEPT THEREFROM THAT PORTION LYING WITHIN THE STATE HIGHWAY [GHT-OF-WAY, AS DESCRIBED IN SAID BLED RECORDED IN 90001 375, PAGE 99, FICIAL RECORDS. SO EXCEPT THEREFROM AN UNDIVIDED WE-HALF INTEREST IN AND TO ALL THE OIL. " AS AND OTHER MINERALS LYING 500 FEET OR NONE BELOW THE SURFACE OF THE ABOVE ESCRIBED PROPERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT INGRESS AND EGRESS OR TO MINE OR DRILL FROM OR UPON THE SURFACE ON ANY DINT LESS THAN 500 FEET THEREFROM, AS RESERVED IN THE BLED FROM TIMOTHY A. MRY AND MARGARET E. LARRY, HUSBAND AND WIFE, RECORDED DECEMBER 27, 1960 IN t00K $561, PAGE 538, OFFICIAL RECORDS. *LSU EXCEPTING AN UNDIVIDED OE-HALF INTEREST IN AND TO ALL THE OIL. GAS AND OTHER MINERALS LYING $00 FEET OR MORE BELOII THE SURFACE OF THE RBWE KSCRIBE9 PROPERTY. BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL FROM W UPON THE SURFACE ON AT ANY T VA 1 � iY 81-342095 ti POINT LESS THAN SN PUT THEREFROM. AS RESERVED IN DEU RECORDED AUGIItT"N: , 0741 IN DOOR SDDA. PAGE DN, OFFICIAL RECORDS. SAID PARCELS OF LAND ARE SHOWN ON A MAP FILED FOR RECORD'IN DOOR IID: PAGE OF' RECORD OF SURVEYS. IN THE OFFICE OF THE COUITT R[CORDER M SAID C01MTT. +'7; fi»� 99 H. i ti Y M i • 1 San Juan Capistrano Community Redevelopment Agency a 1 June 23, 1989 The Price Company 2657 Ariane Drive San Ciego, California 92117 Re: Off-Site Improvements - San Juan Capistrano Price Club Gentlemen: The Board of Directors of the San Juan Capistrano Community Redevelopment Agency at its regular meeting held June 20, 1989, approved an appropriation of funds in the amount of $327,000 to reimburse the Price Company for the additional cost of the off-site public improvements at The Price Club in San Juan Capistrano. If you have any questions, please call Nancy Erickson. Very truly yours, Mary Ann H nover, CMC Agency Secretary MAH/cj cc: Deputy Director 92400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 3. ASBESTOS ABATEMENT (DEPOTI - APPROVAL OF SPECIFICATIONS AND AUTHORIZATION TO CALL FOR BIDS (600.40) Written Communication: Report dated June 20, 1989, from the Deputy Director of the Community Redevelopment Agency, forwarding a recommendation to approve plans and specifications for the removal of asbestos at the Capistrano Depot and to call for bids, pursuant to the industry consensus that future mandatory abatement of asbestos will be required. ARRroval of Plans and Specifications: It was moved by Director Hausdorfer, seconded by Director Bland, and unanimously carried that the plans and specifications be approved for the removal of asbestos at the Capistrano Depot. Staff was authorized to call for bids. ------ 4. APPROPRIATION OF FUNDS FOR PREVIOUSLY CONSTRUCTED OFF-SITE IMPROVEMENTS (PRICE CLUB) (600.40)-- Written Communication: Report dated June 20, 1989, from the Deputy Director of the Community Redevelopment Agency, recommending that a budget transfer of $327, 000 be authorized covering unanticipated costs incurred by the Price Company for construction of off-site public improvements, as stipulated in the Disposition and Development Agreement between the Agency and the Price Company. Approval of Funds: It was moved by Director Bland, seconded by Director Hausdorfer, and unanimously carried, that $327, 000 be appropriated from the Administrative Fund reserve to Capital Improvement Project No. 26-4720-C27. -5- 6/20/89 • AGENDA ITEM June 20, 1989 TO: Stephen B. Julian, Executive Director FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Appropriation of Funds for Previously Constructed Off-site Improvements (Price Club) SITUATION A. Summary and Recommendation - The Agency approved a Disposition and Development Agreement (DDA) with the Price Company for development of a Price Club and 100,000 square feet of retail space on December 16, 1986. One of the provisions of the agreement provided for the Agency to reimburse the Price Company for the entire cost of the off-site public improvements. The Price Company provided a $1,722,000 loan for off-site public improvements. In the event the loan amount was not adequate to cover the cost of the improvements, the Agency is obligated through the DDA to reimburse the Price Company for the costs from its own funds. The actual public improvements exceed the loan amount by $327,000. It is therefore recommended that the Agency appropriate additional funds from the Administrative Fund reserve. B. Background - At the time the agreement with the Price Company was negotiated, the cost estimate for public improvements was based on very preliminary plans. The maximum loan amount for public improvements in the DDA was $1,722,000. During the course of design and construction of the public improvements, several unexpected major costs incurred which resulted in the total cost on the project now being $2,049,000. The specific major unanticipated expenses were as follows: 1. Storm Drain A new storm drain for the project was required to be placed under the railroad track by Santa Fe. The original design called for the utilization of an existing drain. The cost of the new storm drain was approximately $167,000 over the original estimate. Also associated with the new storm drain was additional waterline work in the amount of $28,000. 2. Water Line The water line designed for the project and approved by the County Fire Department did not provide adequate fire flow. A connection to the Capistrano Beach County Water District was required at a cost of $32,000. FOR CITY COUNCIL AGEND . • Agenda Item -2- June 20, 1989 3. Additional Costs After approval of the agreement with the Price Company, the law relating to utility undergrounding changed. The new law requires the utility company to be reimbursed for the value of their equipment. In this case, the undergrounding of utilities and Cable TV conversion was approximately $93,000. Other additional costs associated with additional roadwork, landscaping, traffic signal work at Avenido Aeropuerto, street striping, and signing totaled approximately $7,000. The above capital projects could not be anticipated at the time the agreement was negotiated. The unanticipated costs total $327,000. PUBLIC NOTIFICATION The Price Company has been notified of this agenda item. COMMLSSION/BOARD REVIEW, RECOMMENDATION None. FINANCIAL CONSIDERATIONS The $327,000 has not been budgeted in the Agency's 1988-89 Capital projects budget, therefore, the additional funds need to be appropriated from the Administrative Fund reserve to Capital Improvement Project Number 26-6900-4720-C27. ALTERNATE ACTIONS 1. Approve appropriation of additional funds from the Administrative Fund reserve to capital improvement project number 26-6900-4720-C27. 2. Do not approve the appropriation and direct staff to research alternative methods of satisfying the Agency's obligation under the DDA. RECOMMENDATION By motion, appropriate $327,000 from the Administrative Fund reserve to Capital improvement project number 26-4720-C27. Respectfully submitted, Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:NE:Ijp GNE/AI68 p03 THE • • PRICE COMPANY PRICE CLUB® • 2550 FIFTH AVENUE, SUITE 629 • SAN DIEGO, CALIFORNIA 92103 (619) 232-4082 / Joseph RSatz Vice-President —Counsel September 8 , 1988 Y 41/ FEDERAL EXPRESS Steve Julian, Executive Director San Juan Canistrano Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Disposition and Development Agreement dated December 16 , 1986 Dear Steve: As of this date I have not received from you a copy of my August 5 , 1988 , letter agreement, executed by the San Juan Capistrano Redevelopment Agency. (See copy of August 5, 1988 letter enclosed. ) Will you please have the letter executed and returned to me as soon as possible. Si er 1Joseph R. atz I� Enclosure cc: Joe Kornwasser Nevel DeHart RECEIVED SEP 9 1988 THE PRICE COMPANY PRICE CLUB* • 2550 FIFTH AVENUE, SUITE 629• SAN DIEGO, CALIFORNIA 92103 (619)232-0062 Joseph R.Satz Vice-President—Counsel August 5, 1988 Stephen Julian, Executive Director San Juan Capistrano Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Disposition and Development Agreement between San Juan Capistrano Community Redevelopment Agency and The Price Company dated December 16 1986 (the "DDA") Dear Steve: This letter is intended to confirm the agreement we reached yesterday in our meeting at your office. Section 110 of the DDA provides that: "The Executive Director of the Agency is authorized to approve extensions of time to the Developer relating to the Schedule of Per- formance. " Attached hereto is a copy of "Exhibit 1 - Phasing Plan" which is an exhibit to Attachment No. 5 of the DDA. We agreed that the phasing plan time schedule would be modified as follows: 1. The building to be located at the northern end of the site (which I have labeled with the letter "A" on the attached exhibit) is changed from the third phase to the second phase. 2 . The building to be located along Doheny Park Road in the southern part of the site (which I have labeled with the letter "B" on the attached exhibit) is changed from the second phase to the third phase. Stephen Julian, Executive Director Page Two August 5, 1988 Will you please confirm the above understanding by signing the enclosed copy of this letter at the bottom thereof, and return same to me in the enclosed envelope. I want to thank you for your cooperation in this matter. S � cer �J Joseph R. Satz JRS/cl Enclosures cc: Joe Kornwasser Robert Price Nevel DeHart AGREED TO: SAN JUAN C PIST VREDEVIAPMENT AGENCY By: Ex cutive D ec or For purposes of this piing plan, proposed building Sim, should not be consid- ered drawn to scale. lding sites are r.'y:bered as fs: 1 - First Phase; 2 - Second Phase; 3 - fiird Phase. I 17 .:Ili i' II I II. I Jill :.. . DO g ll II I• I CI Ill lii' I-7 m 1 � I 11 .. :,�:•.III ��ILI�µ}' I.. .I�I a t::ll i ..l:lli I l I:III :I: li II ..•I: :.•I i .I II .l fLi:ll I_.Ilfll'u� ,I i I!.:I I. III II HiiIII I - (ZIU a� .I v u I r / „ 'll Ma QUB ( I I I I I SITE RAN Lw RAN+ CAM"W40 CA • I . THE PRICE COMPANY PRICE CLUB-•2550 FIFTH AVENUE, SUITE 629 •SAN DIEGO, CALIFORNIA 92103 (619) 232-5007 Sally A. Ledden January 22 , 1987 FEDERAL EXPRESS and CERTIFIED MAIL San Juan Capistrano Community Redevelopment Agency City Hall 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Mr. Stephen B. Julian, Executive Director Re: Disposition and Development Agreement ("DDA) Agency: San Juan Capistrano Community Redevelopment Agency ("Agency") Developer: The Price Company ("Developer") Property located in San Juan Capistrano, California (the "Property") Escrow No. : 722060 Dear Mr. Julian: This letter serves as formal notice pursuant to Section 402 (1) (a) of the DDA regarding the physical condition of the Property. Pursuant to Section 402 (1) (a) of the DDA, I wish to advise you on behalf of Developer that Developer hereby waives the physical condition of the Property, including a soils report. The waiver of the condition set forth in Section 402 (1) (a) regarding the physical condition of the Property is given without waiver of, subject to, and with reservation of all Developer' s other rights and Agency' s obligations under the DDA. If you have any questions about this letter, please feel free to contact me. Sincerely, Sall A. Le�Esq. SAL/cl cc: Joseph R. Satz, Esq. Mr. Mitchell Lynn Mr. Don Howells Ms. Nancy Erickson Ms. Marjorie DiDoanto Thomas P. Clark, Jr. , Esq. Ms. Pat David THE PRICE COMPANY PRICE CLUB••2550 FIFTH AVENUE, SUITE 629 •SAN DIEGO, CALIFORNIA 92103 (619) 232-5007 Sally A. Ledden January 30, 1987 FEDERAL EXPRESS AND CERTIFIED MAIL San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Mr. Stephen B. Julian, Executive Director Re: Disposition and Development Agreement dated December 16, 1986 (the "DDA") Agency: San Juan Capistrano Community Redevelopment Agency (the "Agency") Developer: The Price Company ("Developer") Site located in San Juan Capistrano (the "Property") Preliminary Title Report dated as of November 30, 1986, and supplements dated January 5, 1987, January 7, 1987, January 23, 1987, and January 28, 1987, copies of which are attached hereto as Exhibit A (collectively referred to as the "Title Report") Escrow No. 722060 Dear Mr. Julian: This letter will serve as formal notice purusant to Section 402 (1) (d) of the DDA; and by delivery of this letter, the conditions of Section 402 (1) (d) regarding title are deemed satisfied. This letter also serves as formal notice pursuant to Section 406 of the DDA regarding condition of title insurance. As you are aware, by letter dated January 6, 1987, Developer made certain objections to the legal description and exceptions to title contained in the title report dated November 30, 1986, and supplement dated January 5, 1987. Since delivering that letter, Developer has received Agency's letter dated January 15, 1987, and the above-referenced title supplements. On behalf of Developer, I wish to advise you that Developer waives objection to the following exceptions to title as set forth in the Title Report: 1. Exception 5 regarding water rights as amended by supplements dated January 5, 1987, and January 7, 1987, provided the modified FEB - 11987 Page 2 • • CLTA endorsement 103.5 will be issued as stated in said supplements. 2. Exception 7 regarding an easement in favor of San Diego Consolidated Gas & Electric Company for pole lines recorded in Book 548, Page 398 of Deeds, as Instrument No. 64196. 3. Exception 11 regarding an easement to lay and maintain water pipes recorded in Book 428, Page 75, Official Records, as amended by supplement dated January 23, 1987, provided CLIA endorsement No. 103.1 is issued as stated in said supplement. 4. Exception 12 regarding an easement for pole lines and conduits recorded in Book 552, Page 244, Deeds. 5. Exception 17 regarding the effect of and all matters shown on record of survey number 82-1101. 6. Exception 19 regarding any utility easements within the right of way for Doheny Park Road not disclosed by those public records which impart constructive notice and which are not visible and apparent from an inspection of the surface of the land. 7. Exception 19A regarding any easement or lesser rights for sewer and storm drain purposes over the southwesterly 15 feet of parcel 1 and the northwesterly 15 feet of parcels 1 and 3, as disclosed by inquiry of the City of San Juan Capistrano. 8. Exception 20 regarding any rights, interest or claims which may exist or arise by reason of certain facts disclosed by the survey and a Ticor inspection of the land. I further wish to advise you on behalf of Developer that Developer hereby approves the legal description of the Property as amended by supplements dated January 5, 1987, January 7, 1987, January 23, 1987, and January 28, 1987, provided the modified CLTA 100.29 endorsement and the CLTA endorsement 116.1 are issued as is stated in said supplements. Finally, pursuant to Section 406 of the DDA, I wish to advise you and the Escrow Agent that Developer requires ALTA standard owner's coverage title insurance (Form B - 1970) , together with the above-referenced endorsements. This letter is delivered without waiver of, subject to, and with reservation of all of Developer's other rights and Agency obligations under the DDA. (GI TICOR • TITLE INSURANCE Orange County Office 800 North Main Street. Santa Ana, California 92701 (714) 953-2020 JANUARY 28, 1987 IMPORTANT When replying refer to THE PRICE COMPANY 2550 FIFTH AVENUE, SUITE 629 Our No. 722060 SAN DIEGO, CALIFORNIA 92103 ATTN: Sh-.LLY LEDDEN Your No. SAN JUAN CAPISTRANO SUPPLEMENTAL REPORT PLEASE BE ADVISED OF THE FOLLOWING CHANGES IN OUR PRELIMINARY TITLE REPORT DATED NOVEMBER 30, 1986 AS AMENDED BY SUPPLEMENTS DATED JANUARY 5, 1987, JANUARY 7, 1987 AND JANUARY 23, 1987 . PLEASE AMEND THE PARAGRAPH RELATING TO A CLTA 116 . 1 ENDORSEMENT, OF OUR SUPPLEMENTAL REPORT DATED JANUARY 23, 1987 TO READ AS FOLLOW: : "OUR POLICY WHEN ISSUED WILL CONTAIN A CLTA 116 . 1 ENDORSEMENT . " VERY TR_U� YOURS, RY BIDWELL R . TITLE OFFICER SPECILA TITLE OPERATION EXHYH1 `Y A JAN 217 187 14: 50 TI OR TITLE INS P02 • TICOR TITLE INSURANCE Orange County OMI" 900 Noft Main ttnst, Sant Ana. California 92701 (714) 963.2020 JANUARY 23, 1987 IMPORTANT THE PRICE COMPANY When repirins refer to 2550 FIFTH AVENUE, SUITE 629 Our No. 722060 SAN DIEGO, CALIFORNIA 92103 ATTN: SALLY LEDDEN Your No. SAN JUAN CAPISTRANO SUPPLEMENTAL REPORT PLEASE BE ADVISED OF THE FOLLOWING CHANGES IN OUR PRELIMINARY TITLE REPORT DATED NOVEMBER 30, 1986 AS AMENDED BY SUPPLEMENTS DATED JANUARY 5, 1986, JANUARY 7, 1986 . SASE AMEND ITEM 19 TO READ D A_ S�OLLOWS : luorr�Y+. .LoG�h 19 . ANY UTILITY EASEMENTS WITHIN THE RIGHT OF WAY FOR DOHENY PARK ROAD NOT DISCLOSED BY THOSE PUBLIC RECORDS WHICH IMPART CONSTRUCTIVE NOTICE AND WHICH ARE NOT VISIBLE AND APPARENT FROM AN INSPECTION OF /7, SURFACE OF Tye LAND. a Z6 19A. ANY EASEMENT OR LESSER R GHT FOR SEWER AND STORM DRAIN PURPOSES OVER THE SOUTHWESTERLY 15 FEET OF PARCEL I AND THE NORTHWESTERLY 15 FEET OF PARCELS 1 AND 3, AS DISCLOSED BY INQUIRY OF THE CITY OF SAN JUAN CAPISTRANO. PLEASE AMEND ITEM N0. 20 9 READ AS FOytDWS : *RO G�r.�r a•- 0--0��+ 7 �e.� 20 . ANY 'RIGHTS, INTEREST OR CL IMS WHICH MAY EXIST OR ARISE BY REASON OF THE FOLLOWING FACTS DISCLOSED BY A SURVEY OF SAID LAND BY WILLIAMSON AND SCHMID DATED AUGUST 5, 1986, AND BY A TICOR INSPECTION Of SAID LAND: A) THE FACT AS SHOWN ON THE SURVEY THAT CONCRETE PAVING, CURBING, DRAINAGE, BLOCK WALLS AND GUY WIRE WITH CABLE EXTEND TO AND FROM PARCEL I ALONG THE NORTHEASTERLY LINE OF PARCEL 1 . B) THE FACT AS SHOWN ON THE SURVEY THAT THE FOLLOWING ARE SITUATED ON PARCEL 2 NEAR THE NORTHWESTERLY LINE THEREOF : A CHAIN LINK FENCE, A POWER POLE WITH CROSS ARM WITH POWER LINES EXTENDING THEREFROM. JAN 23 ' 87 14: 51 'rIC OR TITLE IN{ P03 • C) THE FACT AS SHOWN ON THE SURVEY THAT OVERHEAD WIRES ALONG THE EASTERLY BOUNDARY LINE OF SAID LAND EXTEND TO AND FROM SAID LAND AND LAND ADJOINING AND THE FACT AS SHOWN ON THE SURVEY THAT THERE ARE TWO MANHOLES ON THE EASTERLY PORTION OF PARCEL 2 WHICH ARE WITHIN DOHENY ROAD. D) THE FACT AS SHOWN ON THE SURVEY THAT THERE IS EVIDENCE OF VEHICULAR INGRESS AND EGRESS IN THE LOCATION SHOWN ON THE SURVEY ON THE SOUTHERLY BOUNDARY OF PARCEL 3 AND THE FACT NOT SHOWN ON THE SURVEY BUT SHOWN BY TICOR INSPECTION THAT FURTHER EVIDENCE OF VEHICULAR INGRESS AND EGRESS EXISTS OVER THE NORTHWESTERLY BOUNDARY OF PARCEL 3, SAID EVIDENCES OF VEHICULAR INGRESS AND EGRESS DO NOT SHOW ANY EVIDENCES OF PATHS OR ROADS CROSSING SAID PARCEL 3 . E) THE FACT AS SHOWN ON THE SURVEY THAT A DIRT DRAINAGE SWALE EXTENDS ACROSS PARCELS 1 AND 3 AND ONTO LAND ADJOINING ON THE NORTHWEST. F) THE FACT AS SHOWN ON THE SURVEY THAT THE FOLLOWING ARE LOCATED ON PARCEL 3 NEAR THE WESTERLY CORNER THEREOF : A 48 INCH DROP INLET, A 36 INCH DROP INLET AND AN 8 FOOT REINFORCED CONCRETE BOX. G) THE FACT THAT SAID SURVEY SHOWS WHAT IS DESIGNATED THEREON AS A "36 INCH C .M.P." EXTENDING BETWEEN THE TWO DROP INLETS REFERRED TO ABOVE . H) THE FACT AS SHOWN ON THE SURVEY THAT A CHAIN LINK FENCE WITH GATE AND AN ASPHALT WALK EXTEND ACROSS THE SOUTHERLY CORNER OF PARCEL 3 TO THE LAND ADJOINING ON THE SOUTHWEST . 1 ) THE FACT AS SHOWN ON THE SURVEY OF TWO MANHOLES ON THE SOUTHERLY BOUNDARY OF PARCEL 1 . J) THE FACT AS SHOWN ON THE SURVEY OF TWO MANHOLES ON THE NORTHWEST BOUNDARY OF PARCEL 1 . K) THE FACT NOT SHOWN ON THE SURVEY BUT SHOWN BY TICOR INSPECTION THAT OVERHEAD WIRES EXTEND INTO SAID LAND ALONG THE NORTHWEST BOUNDARY OF PARCELS 1 AND 3 . OUR SUPPLEMENTAL REPORT DATED JANUARY 7, 1986 ADDRESSED PARAGRAPHS NOS . 1, 2 AND 4 OF YOUR LETTER DATED JANUARY 20, 1987 . JAN 23' ' 87 14: 52 :COR TITLE INS PO4 • OUR POLICY WHEN ISSUED WILL CONTAIN A CLTA 116 . 1 ENDORSEMENT, PROVIDED WE ARE FURNISHED WITH A SURVEY PERTAINING TO THE ABOVE 44UMBERED ORDER NUMBER . OUR POLICY WHEN ISSUED WILL CONTAIN CLTA ENDORSEMENT NO. 103 . 1 AS TO ITEM NO. 11 . VERY TRULY YOURS, MAKRY BIDWELL SR. TITLE OFFICER SPECIAL TITLE OFFICER u, J TICOR • TITLE INSURANCE Orange County Office 800 North Mein Street, Santa Am California 92701 (714) 953.2020 JANUARY 7, 1987 IMPORTANT THE PRICE COMPANY When replying refer to 2550 FIFTH AVENUE, SUITE 629 Our No. 722060 SAN DIEGO, CALIFORNIA 92103 ATTN: SALLY LEDDEN Your No. SAN JUAN CAPISTRANO SUPPLEMENTAL REPORT PLEASE BE ADVISED OF THE FOLLOWING CHANGES IN OUR PRELIMINARY TITLE REPORT DATED NOVEMBER 30, 1986 AS AMENDED BY SUPPLEMENTS DATED JANUARY 5, 1987 . PLEASE DELETE ITEM NO. 15 AND 18 . THE CLTA INDORSEMENT 103 . 5 AND '100 . 29, WHEN ISSUED, WILL BE MODIFIED TO READ AS FOLLOWS : "DAMAGE TO EXISTING AND FUTURE IMPROVEMENTS, ETC." ENCLOSED IS A PRINT OF ITEM 17 . VERY TRULY YOURS, HARRY BIDWELL SR. TITLE OFFICER SPECIAL TITLE OPERATION. HB/LM TICOR • TITLE INSURANCE Orange County Office S00 North Main Street Santa Ma, California 92701 (714) 953.2020 JANUARY 5, 1987 IMPORTANT When replying refer to Our No. 7Y2060 THE PRICE COMPANY Your No. SAN JUAN CAPISTRA 2550 FIFTH AVENUE, SUITE 629 SAN DIEGO, CALIFORNIA 92103 ATTN: SALLY LEDDEN SUPPLEMENTAL REPORT PLEASE' BE ADVISED OF THE FOLLOWING CHANGES IN OUR PRELIMINARY TITLE REPORT DATED NOVEMBER 30, 1986 PLEASE ADD THE FOLLOWING ITEMS : CONSTRUCTIVE NOTICEAND APPARENT FROM AN 8 f OF THE FOLLOWING FACTS DISCLOSED BY A SURVEY AND INSPECTION OF SAI LAND: A) THE FACT THAT CONCRETE PAVING, CURBING, DRAINAGE, BLOC ALLS, AND GUY WIRE WITH CABLE EXTEND TO AND FROM SAID LAND A THE NORTHEASTERLY LINE OF SAID LAND. B) THE FACT THAT THE FOLLOWING ARE SITUATED 0 AID LAND ON OR NEAR THE NORTHWESTERLY LINE THEREOF : A CHAI INK FENCE, A POWER POLE WITH CROSS ARM WITH POWER LINES EXT ING THEREFROM, AND TWO MANHOLE C) THE FACT THAT OVERHEAD WIRES A G THE EASTERLY BOUNDARY LINE OF SAID LAND EXTEND TO AND FROM SAI AND AND LAND ADJOINING. D) THE FACT THAT DIRT ROA ALONG THE SOUTHWESTERLY AND NORTHWESTERLY BOUNDARY LINES OF SAID D EXTEND TO AND FROM SAID LAND AND LAND J) 7i ADJOINING. E) THE FACT T A DIRT DRAINAGE SWALE EXTENDS ACROSS SAID LAND AND ONTO THE LA ADJOINING. ON THE NORTHWEST. F) TH ACT THAT THE FOLLOWING ARE LOCATED ON SAID LAND NEAR THESTERLY CORNER THEREOF. A 48 INCH DROP INLET, A 36 INCH DROP INLET A "36 INCH C.M. P." EXTENDING BETWEEN THE TWO ORO EFERRED TO ABOVE . H) THE FACT THAT INK FENCE WITH GATE AND AN ASPHALT WALK EXTEND SOUTHERLY CORNER OF SAID LAND TO THE LAND 21. OUR POLICY WHEN. ISSUED WILL CONTAIN CLTA INDORSEMENT NO. 103.5 AS TO ITEM 5 AND CLTA INDORSEMENT NO. . 100 . 29 AS TO THE MINERAL , EXCEPTION IN THE LEGAL DESCRIPTION. VERY TRULY. 'YOURS., HARFt BIDWELL SR. TITLE OFFICER SPECIAL TITLE OPERATION HB/LM 11COR TITLE INSURANCE COMPANY OF CALIFORNIA 800 NORTH MAIN ST. . SANTA ANA . CA. 92702 TEl- (714 ) 953-2020 DECEMBER 19, 1986 TO : THE PRICE COMPANY 2550 FIFTH AVENUE . SUITE 629 SAN DIEGO, CALIFORNIA 9103 ATTENTION: SALLY LEDDEN YOUR REFERENCE : SAN JUAN CAPISTRANO OUR NO. : 722060 IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, TICOR TITLE INSURANCE COMPANY OF CALIFORNIA HEREBY REPORTS THAT IT IS PREPARED TO ISSUE. OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE . A .BINDER OR COMMITMENT SHOULD BE REQUESTED. DATED AT 7:30 A.M. AS OF NOVEMBER 30, 1986 TITLE OFFICER : HARRY BIDWELL (DIRECT LINE 550-4515) THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS : ALTA OWNER' S POLICY FORM B - 1970 (AMENDED 10-17-70) TITLE TO THE ESTATE OR INTEREST REFERRED TO HEREIN, AT THE DATE HEREOF , IS VESTED IN: GREAT WESTERN SAVINGS, A FEDERAL SAVINGS AND LOAN ASSOCIATION . AS TO PARCEL 1 AND 2, AND BRYANT FINANCIAL CORPORATION, A CALIFORNIA CORPORATION, AS TO PARCEL 3. 86`5-3 1379 F: nen ITCOR ITTLE INSURANCE COMPANY OF CALIFORNIA THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A FEE. AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS : �jr 0 las t. A116 A 7 1 . GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT : $45, 718.90 FIRST INSTALLMENT $22,859.45 SECOND INSTALLMENT : $22, 859.45 SAID MATTER AFFECTS: PARCEL 1 . 2 GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT : $702.56 FIRST INSTALLMENT : $351 .28 SECOND INSTALLMENT $351 .28 SAID MATTER AFFECTS: PARCEL 2. of- a Se,e -P�s+ //s/p � 3. GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT : $52 , 193.70 FIRST INSTALLMENT : $26,096.85 SECOND INSTALLMENT $26 , 096.85 SAID MATTER AFFECTS : PARC L 3. �G/8 4 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY , ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. el S. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT Se WNwE P7 kyp gECORBS . 6. �NT FOR STATE HIGHWAYPURPOSESAND RIGHTS INCIDENTAL THERETO, AS SHOWN ON THE MAP FILED IN BOOK 4 . PAGE 15 , RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AFFECTS THE EASTERLY 50 FEET OF SAID PARCEL 2. A7?IAAA P4- A9 11:COR TITLE INSURANCE: COMPANY OF CALIFORNIA 7 , AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO CONSOLIDATED GAS h ELECTRIC COMPANY. FOR POLE LINES. RECORDED DECEMBER 3. 1924 IN BOOK 548 , PAGE 398 OF DEEDS , AS INSTRUMENT NO. 64196.AF7 /I��r 8. C TH�OFEXTENDRTI�AG3. ESTRUCTURES AND SLOPES BEYOND THE LIMIT OF THE 100 FOOT WIDE STRIP, AS GRANTED TO THE STATE OF CALIFORNIA BY DEED , RECORDED APRIL 2, 1930 IN BOOK 374, PAGE 101 , OFFICIAL RECORDS. AFFECTS THE EASTE LY�O FEET OF PAC L 3,?DJOINING DOHENY PARK ROAD. 9.� TRE- RIGHT-OF-WA AND INCIDENTAL THERETO FOR A STATE HIGHWAY OVER THE EASTERLY PORTION OF SAID LAND, AS DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA BY DEED RECORDED APRIL 5, 1930 IN BOOK 375, PAGE 99, OFFICIAL RECORDS. A�FTS PARCELS 2. A�,yf f0. WA k OF ANY CIMS FOR DAMAGES TO SAID LAND BY REASON OF THE LOCATION, CONSTRUCTION, LANDSCAPING OR MAINTENANCE OF A HIGHWAY OR STREET CONTIGUOUS THERETO, AS CONTAINED IN AN INSTRUMENT RECORDED IN BOOK 375, PAGE 99 . OFFICIAL RECORDS, IN FAVOR OF THE STATE OF CAL ORNIA. a!t // G A4-v& ( o-�v4sry f1 . AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, IN FAVOR OF FRANK A. FORSTER AND WIFE. FOR : TO LAY AND MAINTAIN WATER PIPES. RECORDED OCTOBER 6, 1930 IN BOOK 428 . PAGE 75, OFFICIAL RECORDS. AFFECTS : PARCEL 2. ` 12. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, FOR : POLE LINES AND CONDUITS. RECORDED : IN BOOK 552, PAGE 244, DEEDS. AFFECTS : THE SOUTHERLY 5 FEET OF SAID PARCEL f . 41 .4 -Atvm 13. AN ASAeFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO CONSOLIDATED GAS & ELECTRIC COMPANY. FOR : POLE LINES. RECORDED AUGUST 27. 1952 IN BOOK 2375, PAGE 366, OFFICIAL RECORDS. AFFECTS PARCEL 1 . n•,-,nncn eery - £ 6353 0951379 k 0-10 -1 ICOR TITLE_ INSURANCE COMPANY OF CALIFORNIA SAID DEED PROVIDES THAT THE ROUTE OF SAID LINE OF WIRES ACROSS SAID LAND SHALL BE AS FOLLOWS : WITHIN THE NORTHEASTERLY 6.00 FEET OF HEREIN DESCRIBED PARCEL 1 14r /S/ 14. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, FOR : UNDERGROUND STORM DRAIN PURPOSES. RECORDED AUGUST 8, 1967 IN BOOK 8335, PAGE 530, OFFICIAL RECORDS. AFFECTS • THE SOUTHERLY 20 FEET OF PARCEL 3. if �S •��I".� ( 7/6t� 1 DATED JANUARY 6, 5982 EXECUTED BY AND BETWEEN ALLAN FAINBARG A FAINBARG AND CAPISTRANO BUSINESS CENTER, RECORDED JANUARY 11 , 19 CUMENT NO. 62-010503, OFFICIAL RECORDS, REFERENCE BEING MAD E RECORD FOR FULL PARTICULARS. NOTE : A DOCUMENT ENTITLED AMENDMENT TO AGREEMENT BETWEEN ADJOINING PROPERTY OWNERS' EX Y ALLAN FAINBARG AND SARA FAINBARG, CO-TRUSTEES UNDER THE FA TRUST ESTABLISHED APRIL 19, 1982 AND CAPISTRANO BUSINESS CENTE RTNERSHIP, RECORDED DECEMBER 28, 1982 AS DOCUMENT NO. 82-455797, 9— ;AL Rfignmnsw 4: ,Ai.ctnrx_ Ib GLrtL 16. A DEED OF TRUST 0 CURE AN INDEBTEDNESS IN THE ORIGINAL AMOUNT STATED HEREIN DATED : DECEMBER 21 , 1982. AMOUNT $11 , 060,000.00. TRUSTOR : CAPISTRANO COMMERCE CENTER, A CALIFORNIA LIMITED PARTNERSHIP. TRUSTEE : FINANCIAL FEDERATION, INC. , A DELAWARE CORPORATION. BENEFICIARY : UNITED SAVINGS AND LOAN ASSOCIATION. RECORDED DECEMBER 28, 1982. INSTRUMENT NO. : 82-455803 , OFFICIAL RECORDS. AN ASSIGNMENT OF ALL RENTS, ROYALTIES, ISSUES AND PROFITS ACCRUING FROM SAID LAND TOGETHER WITH THE LESSOR'S INTEREST IN ANY AND ALL EXISTING AND FUTURE LEASES NOW OR HEREAFTER PLACED ON SAID PREMISES, AS ADDITIONAL SECURITY FOR THE PAYMENT OF THE INDEBTEDNESS SECURED BY SAID DEED OF TRUST, ASSIGNOR : CAPISTRANO COMMERCE CENTER , A CALIFORNIA LIMITED PARTNERSHIP. ASSIGNEE : UNITED SAVINGS AND LOAN ASSOCIATION, A CALIFORNIA CORPORATION. RECORDED : DECEMBER 28, 1982 AS DOCUMENT NO. 82-455804, OFFICIAL RECORDS. SAID MATTER AFFECTS: PARCELS 1 A D 2. 4 (7 wa i de. o b t--mv4 ow 6 / 17. THE EFFECT OF AND AL MATTERS SHOWN ON RECORD OF SURVEY NO. 82-1101 RECORDED AUGUST 8, 1986 IN BOOK 113, PAGE 44, OF RECORD OF SURVEYS. 56353 0951379 R 020 • • TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 1 - IrIL4 L43 TO REFLECT SUCH ADDITI SUR)JE* ml BY OUR FIELD WELL IN ADVANCE SING DATE, BECAUSE THE FIELD INVES NOT MADE UNTIL AFTER THE SURVEY IS RECEIVED AND A" ^An onrC n 86353 0951379 R G20 TICOR TITLE_ INSURANCE COMPANY OF CALIFORNIA DESCRIPTION : PARCEL 1 : THAT PORTION OF THE RANCHO BOCA DE LA PLAYA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 29 , 1887, IN BOOK 4 , PAGES 118 AND 119 OF PATENTS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. DE PRYOR IN THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPERIOR COURT OF ORANGE COUNTY , CALIFORNIA; THENCE NORTH 33 DEGREES 40 MINUTES EAST 21 FEET TO FENCE CORNER; THENCE ALONG OLD FENCE NORTH 27 DEGREES 10 MINUTES WEST, 518 FEET TO A FENCE CORNER; THENCE NORTH 46-1/2 DEGREES WEST, 880 FEET TO THE RIGHT-OF-WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY; THENCE SOUTH 26 DEGREES WEST ALONG SAID RIGHT-OF-WAY 717 FEET TO LINE OF LAND ALLOTTED IN SAID CASE TO CHRISTINE S. PRYOR. AND THENCE SOUTH 69-1/2 DEGREES EAST, 1122 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 5, 1930 IN BOOK 375 , PAGE 99, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM 1/16TH OF ALL OIL, GAS, MINERALS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RASMUSSEN. A MARRIED MAN, RECORDED JANUARY 25, 1951 IN BOOK 2134, PAGE 528, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL , OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING , MINING , EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF , AND TO REDRILL , RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS , AS RESERVED IN DEED FROM FIRST WESTERN BANK AND TRUST COMPANY, RECORDED JANUARY 51 1971 IN BOOK 9509, PAGE 896, OFFICIAL RECORDS. PARCEL 2 : BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE PRYOR HOMESTEAD AS DESCRIBED IN DECREE RECORDED IN BOOK 7, PAGE 31 OF HOMESTEADS, RECORDS OF LOS ANGELES COUNTY , CALIFORNIA, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY AT ENGINEER'S STATION 416 + 49.24 THEREOF] THENCE FOLLOWING THE EASTERLY LINE OF SAID PRYOR HOMESTEAD, SOUTH 27 DEGREES 53 MINUTES 30 SECONDS WEST 265.41 FEET AND SOUTH 27 DEGREES 08 MINUTES 40 SECONDS EAST 193.61 FEET TO THE CENTERLINE OF SAID HIGHWAY AT ENGINEER ' S STATION 412 + 40.84 ; AND n*7nnncn cncc na 863`-13 0951379 P 02% TICOR TITLE INSURANCE COMPANY OF CAL.IF'ORNIA THENCE NORTHERLY ALONG THE CENTERLINE OF SAID HIGHWAY 408.40 FEET TO THE POINT OF BEGINNING. PARCEL 3 : THAT PORTION OF THE PRYOR HOMESTEAD TRACT , IN THE RANCHO BOCA LA PLAYA , COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAP ATTACHED TO CASE NO. 1210, IN FINAL DECREE MADE BY THE SUPERIOR COURT OF SAID COUNTY , A CERTIFIED COPY OF WHICH IS RECORDED IN BOOK 27, PAGE 89 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHEASTERLY CORNER OF THE 49.8 ACRES ALLOTTED TO ALBERT PRYOR IN SAID CASE NO. 1210 OF THE SUPERIOR COURT OF SAID COUNTY ; THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID 49.8 ACRES ALLOTTED TO ALBERT PRYOR, NORTH 68 DEGREES 35 MINUTES 09 SECONDS WEST, 949.60 FEET TO A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF THE SOUTHERN CALIFORNIA RAILWAY, AS SHOWN ON MAP OF SAID PRYOR HOMESTEAD TRACT, SAID POINT BEING ALSO THE .SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED RECORDED IN BOOK 5834, PAGE 580 OF OFFICIAL RECORDS IN SAID OFFICE ; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE NORTH 16 DEGREES 47 MINUTES 31 SECONDS EAST; 580.08 FEET TO THE NORTHERLY LINE OF THE 49.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID SUPERIOR COURT CASE NO. 1210; THENCE LEAVING SAID EASTERLY FIGHT-OF-WAY LINE SOUTH 68 DEGREES 35 MINUTES 09 SECONDS EAST, ALONG SAID LAST MENTIONED NORTHERLY LINE, A DISTANCE OF 962.29 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 374, PAGE 101 , OFFICIAL RECORDS IN SAID OFFICE; THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 05 DEGREES 51 MINUTES 24 SECONDS WEST 42. 18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1500.00 FEET ; THENCE SOUTHERLY ALONG SAID CURVE . THROUGH AN ANGLE OF 15 DEGREES 27 MINUTES 45 SECONDS, AN ARC DISTANCE OF 404.81 FEET; THENCE LEAVING SAID CENTERLINE , ALONG THE NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 375, PAGE 99. OFFICIAL RECORDS IN SAID OFFICE, SOUTH 34 DEGREES 34 MINUTES 51 SECONDS WEST, 141 .45 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT CERTAIN STRIP OF LAND 1 .00 FOOT WIDE, AS DESCRIBED IN DEED RECORDED IN BOOK 7503, PAGE 610, OFFICIAL RECORDS, IN SAID OFFICE. ALSO EXCEPT THEREFROM THAT PORTION LYING WITHIN THE STATE HIGHWAY RIGHT-OF-WAY, AS DESCRIBED IN SAID DEED RECORDED IN BOOK 375, PAGE 99, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL THE OIL, GAS AND OTHER MINERALS LYING 500 FEET OR MORE BELOW THE SURFACE OF THE ABOVE DESCRIBED PROPERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL FROM OR UPON THE SURFACE ON ANY POINT LESS THAN 500 FEET THEREFROM, AS RESERVED IN THE DEED FROM TIMOTHY A. LARRY AND MARGARET E. LARRY, HUSBAND AND WIFE, RECORDED DECEMBER 27, 1960 IN BOOK 5564 , PAGE 538, OFFICIAL RECORDS . ALSO EXCEPTING AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL THE OIL, GAS AND OTHER MINERALS LYING 500 FEET OR MORE BELOW THE SURFACE OF THE ABOVE DESCRIBED PROPERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL FROM OR UPON THE SURFACE ON AT ANY POINT LESS THAN 500 FEET THEREFROM, AS RESERVED IN DEED RECORDED AUGUST 31 , n-,- nAZn oerc a-; 86353 0951379 R 020 TICUR TITLE INSURANCE COMPANY OF CALIFORNIA 1961 IN ROOK 5834, PAGE 580, OFFICIAL RECORDS. SAID PARCELS OF LAND ARE SHOWN ON A MAP FILED FOR RECORD IN BOOK 113, PAGE 44 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. A n THE PRICE COMPANY PRICE CLUB®.2550 FIFTH AVENUE, SUITE 629 •SAN DIEGO, CALIFORNIA 92103 (619) 232-5007 Sally A. Ledden January 6 , 1987 FEDERAL EXPRESS and CERTIFIED MAIL _ San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano , California 92675 Attn : Executive Director Re : Disposition and Development Agreement dated Decem- ber 16 , 1986 ( the "DDA" ) Agency : San Juan Capistrano Community Redevelopment Agency ( the "Agency" ) Developer : The Price Company ("Developer" ) Site located in San Juan Capistrano ( the "Site" ) Preliminary Title Report dated as of November 30 , 1986 , and supplement dated January 5 , 1986 , copies of which are attached hereto as Exhibit A ( collec- tively referred to as the "Title Report" ) Escrow No . : 722060 Ladies and Gentlemen : This letter serves as formal notice pursuant to Section 402( 1 ) (d ) of the DDA. Pursuant to this section, I wish to advise you on behalf of Developer that Developer hereby objects to all exceptions in the Title Report except the following title exceptions which Developer hereby approves : 1 . Exceptions 1 , 2 , and 3 for general and special county and city taxes for the fiscal year 1986-1987 , to the extent that and provided such taxes will be a lien not due or payable at close of escrow and provided that taxes are prorated at close of escrow. 2 . Exception 4 regarding the lien of supplemental taxes , if any , assessed pursuant to the provisions of Chapter 3 . 5 ( commencing with Section 75 ) of the Revenue and Taxation Code of the State of California , to the extent that and provided such lien is not due or payable at close of escrow. JAN 71987 San Juan Capistrano Community Redevelopment Agency Page Two January 6 , 1987 3 . Exception 6 regarding the easement for state highway purposes and rights incidental thereto as shown on map filed in Book 4 , page 15 , record of surveys . 4 . Exception 8 regarding the right to extend drainage struc- tures and slopes beyond the limit of the 100-foot wide strip , as granted to the State of California. 5 . Exception 9 regarding the right of way and incidental thereto for a state highway . 6 . Exception 10 regarding the waiver of any claims for damages by reason of the location , construction , landscaping , or maintainance of a highway or street contiguous thereto as contained in an instrument recorded in Book 375 , page 99 of official records . 7 . Exception 13 regarding an easement for pole lines record- ed August 27 , 1952 , in Book 2375 , page 366 . 8 . Exception 14 regarding an easement for underground storm drainage . With regard to the legal description of the property , I wish to advise you that Developer disapproves the legal descrip- tion in the Title Report for the Property. We have requested that the title company issue the the CLTA indorsement 100 . 29 revised as shown on Exhibit B with regard to the reservations for oil , gas , hydrocarbon , and mineral rights . With regard to Exception 5 on water rights , we have requested that the title company issue CLTA indorsement 103 . 5 revised as shown on Exhibit C. Pursuant to Section 402( 1 ) (d ) of the DDA, the Agency has already covenanted to cause liens and encumbrances to be eliminated prior to escrow, including , without limitation , the following exceptions in the Title Report : 1 . Exceptions 1 , 2 , 3 , and 4 regarding taxes to the extent that such taxes become due and payable on or before close of escrow, and 2 . Exception 16 regarding a deed of trust to secure an indebtedness in the original amount of $ 11 ,000 , 000.00 . San Juan Capistrano Community Redevelopment Agency Page Three January 6 , 1987 Please note that , pursuant to Section 402 ( 1 ) (d ) of the DDA, the Agency may within ten days covenant to cure any disap— proved exceptions which it is not already obligated to cure under the DDA. If you have any questions , please do not hesitate to contact me . Very truly yours , �14 '��-_)'7 Sally A. Ledden , Esq . SAL/cl cc : Joseph R. Satz , Esq . Harry Bidwell Margaret DiDoanto Patricia David Thomas Clark , Esq . P6353 0' TI:COR TITLE INSURANCE COMPANY OF CALIFORNIA 800 NORTH MAIN ST . . SANTA ANA . CA, 92702 TEL :. (714 ) 953-2020 DECEMBER 19, 1986 TO: THE PRICE COMPANY 2550 FIFTH AVENUE , SUITE 629 SAN DIEGO, CALIFORNIA 92103 ATTENTION: SALLY LEDDEN YOUR REFERENCE : SAN JUAN CAPISTRANO OUR NO. : 722060 IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, TICOR TITLE INSURANCE COMPANY OF CALIFORNIA HEREBY REPORTS THAT IT IS PREPARED TO ISSUE . OR CAUSE TO BE ISSUED . AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH , INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT 1'0 THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANC_ . A BINDER OR COMMITMENT SHOULD BE REQUESTED. DATED AT 7 : 30 A.M. AS OF NOVEMBER 30, 1986 TITTLE OFFICER : HARRY BIDWELL (DIRECT LINE 550-4515) THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS : ALTA OWNER ' S POLICY FORM B - 1970 (AMENDED 10-17-70) TITLE TO THE ESTATE OR INTEREST REFERRED TO HEREIN, Al THE DATE HEREOF , IS VESTED IN: GREAT WESTERN SAVINGS , A FEDERAL SAVINGS AND LOAN ASSOCIATION . AS TO PARCEL 1 AND 2, AND BRYANT FINANCIAL CORPORATION, A CALIFORNIA CORPORATION, AS TO PARCEL 3. EXHIBIT A 86`5-'3 0u`�i ;379 R ; n 1TCOR 1ITLE INSURANCE COMPANY OF CALIFORNIA THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS : A FEE. AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS : 16�- / S E r- A E T/GIC.. 1 . GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT : $45,715.90 FLFST INSTALLMENT $22, 659.45 SECOND INSTALLMENT : $22 , 859.45 , SAID MATTER AFFECTS: PARCEL 1 . &If, .2 s z c c. E fT£OL 2 GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT : $702.56 FIRST INSTALLMENT $355 .28 SECOND INSTALLMENT $351 .28 SAID MATTER AFFECTS: PARCEL 2. 3 .. GENERAL AND SPECIAL COUNTY AND CITY TAXES FOR THE FISCAL YEAR 1986-1987 TOTAL AMOUNT $52 , 193.70 FIRST INSTALLMENT $26, 096.85 SECOND INSTALLMENT $26 , 096.85 SAID MATTER AFFECTS : PARCEL 3. .try s£E c. F rrEor— .1 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY . ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. jiS Ws*moeo a G 5. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. 41 G A-ptoA-uaE 6. AN EASEMENT FOR STATE HIGHWAY PURPOSES AND RIG1iTS INCIDENTAL. THERETO, AS SHOWN ON THE MAP FILED IN BOOK 4 . PAGE 15 , RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AFFECTS THE EASTERLY 50 FEET OF SAID PARCEL 2. � . HbA';3 095137'/ 11-COR TTILE INSURANCE: COMPANY OF CALIFORNIA �7 7. AN AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL P'URP'OSES, IN FAVOR OF SAN DIEGO CONSOLIDATED GAS 6 ELECTRIC COMPANY. FOR POLE LINES. RECORDED DECEMBER 3. 1924 IN BOOK 548 , PAGE 398 OF DEEDS , AS INSTRUMENT NO. 64196. AFFECTS : A PORTION OF PARCEL 3. AF' off "a6- 8. THE RIGHT T'0 EXTEND DRAINAGE STRUCTURES AND SLOPES BEYOND THE LIMIT OF THE 100 FOOT WIDE STRIP , AS GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED APRIL 2, 1930 IN BOOK 374, PAGE 101 , OFFICIAL. RECORDS. AFFECTS THE EASTERLY 20 FEET OF PARCEL 3, ADJOINING DOHENY PARK ROAD. .4�; q '4w20 d F- 9. 9. THE RIGHT-OF-WAY AND INCIDENTAL THERETO FOR A STATE HIGHWAY OVER THE EASTERLY PORTION OF SAID LAND, AS DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA BY DEED RECORDED APRIL 5, 1930 IN BOOK 375 , PAGE 99, OFFICIAL RECORDS. AFFECTS PARCELS 1 AND 2. d` l0 /Freya d d E, 10. WAIVER OF ANY CLAIMS FOR DAMAGES TO SAID LAND BY REASON OF THE LOCATION , CONSTRUCTION, LANDSCAPING OR MAINTENANCE OF A HIGHWAY OR STREET CONTIGUOUS THERETO, AS CONTAINED IN AN INSTRUMENT RECORDED IN BOOK 375, PAGE 99 . OFFICIAL RECORDS, IN FAVOR OF THE STATE OF CALIFORNIA. 40// a /s.t0paoLuaE 11 . AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE P'URP'OSES STATED HEREIN, AND INCIDENTAL P'URP'OSES, TN FAVOR OF FRANK A. FORSTER AND WIFE. FUR TO LAY AND MAINTAIN WATER PIPES. RECORDED OCTOBER 6, 1930 IN BOOK 428 . PAGE 75, OFFICIAL RECORDS. AFFECTS : PARCEL 2. jcr /A p 24 J Q 12. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, FOR POLE LINES AND CONDUITS. RECORDED IN BOOK 552, PAGE 244, DEEDS. AFFECTS THE SOUTHERLY 5 FEET OF SAID PARCEL 1 . 'A" /3 Af094Doz0uG 13. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO CONSOLIDATED GAS d ELECTRIC COMPANY. FOR POLE LINES. RECORDED AUGUST 27 , 1952 IN BOOK 2375 , PAGE 366, OFFICIAL RECORDS. AFFECTS : PARCEL 1 . , n nwrr n-r 86353 0951379 _ R 020 -i ICOR TITLE= INSURANCE COMPANY OF CALIFORNIA SAID DEED PROVIDES THAT THE ROUTE OF SAID LINE OF WIRES ACROSS SAID LAND SHALT_ BE AS FOLLOWS : WITHIN THE NORTHEASTERLY 6.00 FEET OF HEREIN DESCRIBED PARCEL 1 . )e /V �(f1P�C0 d G 14. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, FOR : UNDERGROUND STORM DRAIN PURPOSES. RECORDED : AUGUST 8, 1967 IN BOOK 8335, PAGE 530, OFFICIAL RECORDS. AFFECTS : THE SOUTHERLY 20 FEET OF PARCEL 3. 0 /.S v/S/IdovodQ 15. AN INSTRUMENT ENTITLED 'AGREEMENT BETWEEN ADJOINING P'ROP'ERTY OWNERS' DATED JANUARY 6 , 1982 EXECUTED BY AND BETWEEN ALLAN FAINBARG AND SARA FAINBARG AND CAPISTRANO BUSINESS CENTER, RECORDED JANUARY 11 , 1982 AS DOCUMENT NO. 82-010503 , OFFICIAL RECORDS, REFERENCE BEING MADE TO THE RECORD FOR FULL PARTICULARS. NOTE : A DOCUMENT ENTITLED 'FIRST AMENDMENT TO AGREEMENT BETWEEN ADJOINING PROPERTY OWNERS' EXECUTED BY ALLAN FAINBARG AND SARA FAINBARG, CO-TRUSTEES UNDER THE FAINBARG TRUST ESTABLISHED APRIL 19 , 1982 AND CAPISTRANO BUSINESS CENTER, A PARTNERSHIP, RECORDED DECEMBER 28, 1982 AS DOCUMENT NO. 82-455797, OFFICIA4 R WUb,./ ,* � -yy.S'r£GGEit cevtN.4n'oTs cdre i 16. A DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE ORIGINAL AMOUNT STATED HEREIN DATED DECEMBER 21 , 1982. AMOUNT : $11 , 060, 000.00. TRUSTOR CAPISTRANO COMMERCE CENTER , A CALIFORNIA LIMITED PARTNERSHIP. TRUSTEE : FINANCIAL FEDERATION, INC. , A DELAWARE CORPORATION. BENEFICIARY UNITED SAVINGS AND LOAN ASSOCIATION. RECORDED DECEMBER 28, 1982. INSTRUMENT NO. : 82-455803 , OFFICIAL RECORDS. AN ASSIGNMENT OF ALL. RENTS, ROYALTIES, ISSUES AND PROFITS ACCRUING FROM SAID LAND TOGETHER WITH THE LESSOR' S INTEREST IN ANY AND ALL EXISTING AND FUTURE LEASES NOW OR HEREAFTER PLACED ON SAID PREMISES, AS ADDITIONAL SECURITY FOR THE PAYMENT OF THE INDEBTEDNESS SECURED BY SAID DEED OF TRUST, ASSIGNOR CAPISTRANO COMMERCE CENTER , A CALIFORNIA LIMITED PARTNERSHIP. ASSIGNEE : UNITED SAVINGS AND LOAN ASSOCIATION, A CALIFORNIA CORPORATION. RECORDED : DECEMBER 28, 1982 AS DOCUMENT NO. 82-455804, OFFICIAL RECORDS. SAID MATTER AFFECTS: PARCELS 1 AND 2. 17. THE EFFECT OF AND ALL MATTERS SHOWN ON RECORD OF SURVEY NO. 82-1101 RECORDED AUGUST 8, 1986 IN BOOK 113, PAGE 44, OF RECORD OF SURVEYS. 86353 0951379 R 020 TICOR TITLE INSURHNCE COMPANY OF" CALIFORNIA /6 ,D /,r it ODP" v r- 18. 18. 1 : THIS IS A STANDARD FORM REPORT ONLY. IT WILL BE SUP'P'LEMENTED TO REFLECT SUCH ADDITIONAL MATTERS AS ARE DISCLOSED BY OUR FIELD INVESTIGATION AND EXTENDED COVERAGE SURVEY SUP'P'LIED BY THE CUSTOMER. IN ORDER TO AVOID ANY LAST MINUTE DELAY , SAID SURVEY SHOULD BE SUBMITTED WELL IN ADVANCE OF THE CONTEMPLATED CLOSING DATE, BECAUSE THE FIELD INVESTIGATION IS NOT MADE UNTIL AFTER THE SURVEY IS RECEIVED AND EXAMINED. 71 _ r 86353 0951379 R 0210 TICOK TITLE: INSURANCE. COMPANY OF CALIFORNIA DESCRIPTION : ,L7/1-rl� fow d� PARCEL 1 : THAT PORTION OF THE RANCHO BOCA DE LA PLAYA , IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAF' RECORDED JUNE 29 , 1887, IN BOOK 4 , PAGES 118 AND 119 OF PATENTS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE SOUTHEAST CORNER OF THE TRACT ALLOTTED TO ROSA A. DE PRYOR IN THE PARTITION OF THE PRYOR HOMESTEAD IN CASE NO. 1210 OF THE SUPERIOR COURT OF ORANGE COUNTY . CALIFORNIA; THENCE NORTH 33 DEGREES 40 MINUTES EAST 21 FEET TO FENCE CORNER; THENCE ALONG OLD FENCE NORTH 27 DEGREES 10 MINUTES WEST, 518 FEET TO A FENCE CORNER ; THENCE NORTH 46-1/2 DEGREES WEST , 880 FEET TO THE RIGHT-OF-WAY OF THE SOUTHERN CALIFORNIA RAILWAY COMPANY; THENCE SOUTH 26 DCT.REES WEST ALONG SAID RIGHT-OF-WAY 717 FEET TO LINE OF LAND ALLOTTED IN SAID CASE TO CHRISTINE S. PRYOR, AND THENCE SOUTH 69-1/2 DEGREES EAST, 1122 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF LYING EASTERLY OF THE CENTER LINE OF THE STATE HIGHWAY AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 5, 1930 IN BOOK 375 , PAGE 99 , OFFICIAL RECORDS. ALSO EXCEPT THEREFROM 1/16TH OF ALL OIL, GAS, MINERALS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM NEIL RASMUSSEN. A MARRIED MAN, RECORDED JANUARY 25, 1951 IN BOOK 2134, PAGE 528, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM THE REMAINING INTEREST OF THE GRANTOR IN AND TO ALL OIL , 011. RIGHTS, MINERALS, MINERAL. RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING , EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL. OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF , AND TO REDRILL , RETUNNEL, EQUIP , MAINTAIN, REPAIR . DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE_ LAND HEREINABOVE DESCRIBED OR OTHERWISE IN SUCH MANNER AS TO ENDANGER "THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS , AS RESERVED IN DEED FROM FIRST WESTERN BANK AND TRUST COMPANY, RECORDED JANUARY 5 , 1971 IN BOOK 9509, PAGE 896, OFFICIAL RECORDS. PARCEL 2 : BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE PRYOR HOMESTEAD AS DESCRIBED IN DECREE RECORDED IN BOOK 7, PAGE 31 OF HOMESTEADS, RECORDS OF LOS ANGELES COUNTY , CALIFORNIA, WITH THE CENTERLINE OF THE CALIFORNIA STATE HIGHWAY AT ENGINEER'S STATION 416 + 49.24 THEREOF; THENCE FOLLOWING THE EASTERLY LINE OF SAID PRYOR HOMESTEAD , SOUTH 27 DEGREES 53 MINUTES 30 SECONDS WEST 265 . 41 FEET AND SOUTH 27 DEGREES 08 MINUTES 40 SECONDS EAST 193.61 FEET TO THE CENTERLINE OF SAID HIGHWAY AT ENGINEER ' S STATION 412 + 40. 84 ; AND A7?)IAAA PAF.F OA 863"3 0951379 F; 0?0 11COR TITLE INSURANCE COMPANY OF' CALIFORNIA THENCE NORTHERLY ALONG THE CENTERLINE OF SAID HIGHWAY 408.40 FEET TO THE POINT OF BEGINNING . PARCEL 3: THAT PORTION OF THE PRYOR HOMESTEAD TRACT , IN THE RANCHO BOCA LA PLAYA , COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAP ATTACHED TO CASE NO. 1210, IN FINAL DECREE MADE BY THE SUPERIOR COURT OF SAID COUNTY, A CERTIFIED COPY OF WHICH IS RECORDED IN BOOK 27, PAGE 89 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY , DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHEASTERLY CORNER OF THE 49 .8 ACRES ALLOTTED TO ALBERT PRYOR IN SAID CASE NO. 1210 OF THE SUPERIOR COURT OF SAID COUNTY ; THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID 49.8 ACRES ALLOTTED TO ALBERT PRYOR, NORTH 68 DEGREES 35 MINUTES 09 SECONDS WEST , 949.60 FEET TO A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF THE SOUTHERN CALIFORNIA RAILWAY, AS SHOWN ON MAP OF SAID PRYOR HOMESTEAD TRACT, SAID POINT BEING ALSO THE SOUTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED RECORDED IN BOOK 5834, PAGE 580 OF OFFICIAL RECORDS IN SAID OFFICE : THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LINE NORTH 16 DEGREES 47 MINUTES 31 SECONDS EAST; 580.08 FEET TO THE NORTHERLY LINE OF THE 49.8 ACRES ALLOTTED TO CHRISTINA S. PRYOR IN SAID SUPERIOR COURT CASE NO. 1210; THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 68 DEGREES 35 MINUTES 09 SECONDS EAST , ALONG SAID LAST MENTIONED NORTHERLY LINE , A DISTANCE OF 962.29 FEET TO A POINT IN THE CENTER LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 374, PAGE 101 , OFFICIAL RECORDS IN SAID OFFICE; THENCE SOUTHERLY ALONG SAID CENTERLINE SOUTH 05 DEGREES 51 MINUTES 24 SECONDS WEST 42. 18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1500.00 FEET ; THENCE SOUTHERLY ALONG SAID CURVE . THROUGH AN ANGLE OF 15 DEGREES 27 MINUTES 45 SECONDS, AN ARC DISTANCE OF 404.81 FEET ; THENCE LEAVING SAID CENTERLINE , ALONG THE NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 375, PAGE 99 , OFFICIAL RECORDS IN SAID OFFICE, SOUTH 34 DEGREES 34 MINUTES 51 SECONDS WEST, 141 .45 FEET TO THE. POINT OF BEGINNING. EXCEPT THEREFROM THAT CERTAIN STRIP OF LAND 1 .00 FOOT WIDE, AS DESCRIBED IN DEED RECORDED IN BOOK 7503, PAGE 610, OFFICIAL RECORDS, IN SAID OFFICE. ALSO EXCEPT THEREFROM THAT PORTION LYING WITHIN THE STATE HIGHWAY RIGHT-OF-WAY, AS DESCRIBED IN SAID DEED RECORDED IN BOOK 375, PAGE 99, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL THE OIL , GAS AND OTHER MINERALS LYING 500 FEET OR MORE BELOW THE SURFACE OF THE ABOVE DESCRIBED PROPERTY , BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL FROM OR UPON THE SURFACE ON ANY POINT LESS THAN 500 FEET THEREFROM , AS RESERVED IN THE DEED FROM TIMOTHY A. LARRY AND MARGARET E. LARRY, HUSBAND AND WIFE, RECORDED DECEMBER 27, 1960 IN BOOK 5564 , PAGE 538, OFFICIAL RECORDS . ALSO EXCEPTING AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL THE OIL, GAS AND OTHER MINERALS LYING 500 FEET OR MORE BELOW THE SURFACE OF THE ABOVE DESCRIBED P'ROP'ERTY, BUT SPECIFICALLY EXCLUDING FROM THIS RESERVATION ANY RIGHT OF INGRESS AND EGRESS OR TO MINE OR DRILL_ FROM OR UPON THE SURFACE ON AT ANY POINT LESS THAN 500 FEET THEREFROM, AS RESERVED IN DEED RECORDED AUGUST 31 , a'7•)')A4A Derr A7 86353 0951 .319 R 020 f7.COR TITLE INSURANCE COMPANY OF CALIFORNIA 1961 IN ROOK 5834, PAGE 580, OFFICIAL RECORDS. SAID PARCELS OF LAND ARE SHOWN ON A MAF FILED FOR RECORD IN ROOK 113, PAGE 44 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. _ _ J • TICOR • TITLE INSURANCE Orange County Office 800 North Maln Street, Santa Ma, California 92701 (714) 953.2020 JANUARY 5, 1987 IMPORTANT When replying refer to Our No. 722060 THE PRICE COMPANY Your No. SAN JUAN CAPISTRA 2550 FIFTH AVENUE, SUITE 629 SAN DIEGO, CALIFORNIA 92103 ATTN: SALLY LEDDEN SUPPLEMENTAL REPORT PLEASE' BE ADVISED OF THE FOLLOWING CHANGES IN OUR PRELIMINARY TITLE REPORT DATED NOVEMBER 30, 1986 PLEASE ADD THE FOL1.OWING ITEMS : ll /'1 2>1-r~4w�/G 19 . ANY EASEMENTS NOT DISCLOSED BY THOSE PUBLIC RECORDS WHICH IMPART CONSTRUCTIVE NOTICE AND WHICH ARE NOT VISIBLE AND APPARENT FROM AN INSPECTION OF THE SURFACE OF SAID LAND. ,e 20 P is offfaodl= 20 . ANY RIGHTS, INTEREST OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF THE FOLLOWING FACTS DISCLOSED BY A SURVEY AND INSPECTION OF SAID LAND: A) THE FACT THAT CONCRETE PAVING, CURBING, DRAINAGE, BLOCK WALLS, AND GUY WIRE WITH CABLE EXTEND TO AND FROM SAID LAND ALONG THE NORTHEASTERLY LINE OF SAID LAND. B) THE FACT THAT THE FOLLOWING ARE SITUATED ON SAID LAND ON OR NEAR THE NORTHWESTERLY LINE THEREOF : A CHAIN LINK FENCE, A POWER POLE WITH CROSS ARM WITH POWER LINES EXTENDING THEREFROM, AND TWO MANHOL C) THE FACT THAT OVERHEAD WIRES ALONG THE EASTERLY BOUNDARY LINE OF SAID LAND EXTEND TO AND FROM SAID LAND AND LAND ADJOINING. D) THE FACT THAT DIRT ROADS ALONG THE SOUTHWESTERLY AND NORTHWESTERLY BOUNDARY LINES OF SAID LAND EXTEND TO AND FROM SAID LAND AND LAND I) .i ADJOINING. E) THE FACT THAT A DIRT DRAINAGE SWALE EXTENDS ACROSS SAID LAND AND ONTO THE LAND ADJOINING ON THE NORTHWEST. F) THE FACT THAT THE FOLLOWING ARE LOCATED ON SAID LAND NEAR THE WESTERLY CORNER THEREOF. A 48 INCH DROP INLET, A 36 INCH DROP INLET AND AN 8 FOOT BY 8 FOOT REINFORCED CONCRETE BOX. G) THE FACT THAT SAID SURVEY SHOWS WHAT IS DESIGNATED THEREON AS A "36 INCH C.M. P." EXTENDING BETWEEN THE TWO DROP INLETS REFERRED TO ABOVE. H) THE FACT THAT A CHAIN LINK FENCE WITH GATE AND AN ASPHALT WALK EXTEND ACROSS THE SOUTHERLY CORNER OF SAID LAND TO THE LAND ADJOINING ON THE SOUTHWEST. 21 . OUR POLICY WHEN ISSUED WILL CONTAIN CLTA INDORSEMENT NO. 103.5 AS TO ITEM 5 AND CLTA INDORSEMENT NO. . 100 . 29 AS TO THE MINERAL . EXCEPTION IN THE LEGAL DESCRIPTION. VERY TRULYy�,YOURS, HARRY BIDWELL SR. TITLE OFFICER SPECIAL TITLE OPERATION HB/LM INDORSEMENT Attached to Policy No. Issued By BLANK TITLE INSURANCE COMPANY The Company insures the Insured against loss which the Insured shall sustain by reason of damage to existing improvements, including lawns, shrubbery or trees, resulting from the exercise of any right to use the surface of said land for the extraction or development of the minerals excepted from the description of said land or shown as a reservation in Schedule B. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obli- gated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. BLANK TITLE INSURANCE COMPANY By Assistant Secretary CLTA Form 100. 29 (6-24-70) CLTA - Owners or Lender EXHIBIT B INDORSEMENT 1 Attached to Policy No. Issued by BLANK TITLE INSURANCE COMPANY The Company hereby insures against loss which said Insured shall sustain by reason of c� damage to existing improvements, including lawns, shrubbery or trees, resulting from the exercise of any right to use the surface of said land for the extraction or development of water excepted from the description of said land or shown as a reservation in Schedule B. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is sub- ject to the schedules, conditions and stipulations therein, ex- cept as modified by the provisions hereof. �. BLANK TITLE INSURANCE COMPANY By Assistant Secretary CLTA Form 103. 5 (Rev. 2-20-61) ALTA - Owner or Lender r EX�11-113iT C Exhibit "A" STATEMENT of FINDINGS STATEMENT of OVERRIDING CONSIDERATIONS STATEMENT OF FINDINGS PRICE CLUB DEVELOPMENT ENVIRONMENTAL IMPACT REPORT I. SIGNIFICANT ENVIRONMENTAL EFFECTS A. LAND USE I . Implementation of the proposed project will re- quire the following approvals : a) General Plan Amendment; b) Zone change ; c) Redevelopment Plan Amendment; d) Approval of the Development Plan; and e) Approval by the Coastal Commission of the Development Plan on the 12. 4 acre County Parcel . 2. The proposed project will also require annexation of the 12. 4 acre County Parcel into the City; how- ever this is a separate project and as such is subject to a separate environmental review. 3. The proposed project is considered marginally con- sistent with the objectives of these documents: the City' s Land Use and Community Design Element , and both the City ' s and County' s Zoning . B. CIRCULATION 1 . The proposed project will generate 17 , 830 average weekday trips when completed , and 23 , 270 average Saturday trips . At ultimate build-out the project will generate approximately 1 , 638 weekday p .m . peak hour trips and 240 weekday a .m . peak hour trips . 2. Certain links along Camino Capistrano will operate at LOS E&F without build-out of the areas proposed facilities . C. NOISE 1 . Construction activities on-site will result in short-term increases in noise levels adjacent to site access routes and the on-site areas under construction at any given time. 2. Motor vehicle noise resulting from the proposed project will constitute a long-term acoustic im- pact in the vicinity . 3. On-site noise impacts from off-site sources could result from ultimate railroad operations and traf- fic volumes using the freeway and Doheny Park Road . D. AIR QUALITY 1 . The development of the proposed project will gen- erate exhaust emissions from construction equip- ment and the automobiles of the construction crew, as well as fugitive dust during soil movement . Sensitive receptors near the project site will find these air pollutant emissions a temporary nuisance. 2 . The proposed project will generate : 2, 763 pounds of carbon monoxide , 294 pounds of hydrocarbons , 342 pounds of NOx , SO pounds of Sox , and 64 pounds of particulates , daily once completed . E. ARCHAEOLOGY 1 . Development of the southernmost portion of the site may yield sub-surface archaeological depo- sits . F. AESTHETICS 1 . Implementation of the proposed project will result in the loss of undeveloped land and the construc- tion of three commercial buildings , with a parking area which will cover approximately 60 percent of the project site . 2 . The proposed project is not consistent with all of the objectives of the City' s Community Design Ele- ment . G. WATER SERVICE 1 . Water mains would have to be installed on-site , as well as to the site . H. SEWER SERVICE 1 . Sewer lines would have to be installed on the site. I . STORM WATER DRAINAGE 1 . There have not been any storm drainage facilities incorporated into the project design, which will result in sheet flow across the site once the project is implemented . 2. Portions of the project site are located in the County' s Floodplain Two Overlay Zone and the Fed- eral Insurance Rate Map ' s 100-year floodplain ; site design has not incorporated any flood control measures . J. ELECTRICITY 1 . The proposed project will consume approximately 2 . 73 million kWh per year. Electrical lines would have to be installed on the site . K. NATURAL GAS 1 . Implementation of the proposed project will result in the consumption of 7 . 56 million cu . ft . per year . Gas lines would have to be installed on the site . L. SOLID WASTE DISPOSAL 1 . No significant environmental impact . M. POLICE PROTECTION 1 . Implementation of the proposed project will result in increased daytime population and traffic con- gestion, affecting emergency and non-emergency response times . N. FIRE PROTECTION 1 . Project implementation will result in an increase in the number of incidents responded to by the Department and will contribute to the cumulative need for additional fire protection services . O. HEALTH CARE SERVICES 1 . No significant environmental effect . P. TELEPHONE SERVICE 1 . The telephone company can provide an initial ser- vice demand of not more than 30 lines . To augment this number, a 4-6 month construction period will be required . Q. RECREATION 1 . Project Implementation will result in the loss of a potential open space/recreational area for the community. IZ . MITIGATION MEASURES INCLUDED IN THE ENVIRONMENTAL IMPACT REPORT A. LAND USE 1 . The proposed project shall be required to adhere to all landscaping and architectural standards , and height restrictions of the City ' s Municipal Code , as well as to either the City' s Architec- tural Design Guidelines or the Capistrano Beach Specific Plan/LCP. 2. Implementation of the proposed development plan will require that the entire site is under one jurisdiction , requiring the review and approval of LAFCO. B. CIRCULATION 1 . The project sponsor should offer to dedicate suf- ficient right-of-way to accommodate the ultimate improvements of Doheny Park Road adjacent to the site ; Doheny Park Road should be improved to ulti- mate full section. 2. The main access to the Price Club should be sig- nalized and aligned opposite Camino Capistrano at Doheny Park Road or moved to a point southerly of the proposed main entrance . 3. A stop sign should be installed at each secondary driveway from the site onto Doheny Park Road to control traffic . 4 . Secondary driveways should be right turn in and out of the site only. 5. The internal circulation layout and aisle widths should : ( 1 ) be consistent with the recommenda- tions included in the internal circulation discus- sion, and ( 2 ) be subject to the review and approv- al of the City Engineer. 6 . Landscaping and signs should be limited to 36 inches in height within 25 feet of project drive- ways to maximize sight distances. 7 . Street lights and sidewalks should be provided in accordance with City standards . 8 . A separate truck access onto the site shall be provided with adequate truck parking while waiting to unload merchandise . 9 . The project sponsor may be required as a condition of approval to provide funds for areawide trans- portation improvements . C. NOISE 1 . Construction activities should take place only during the days and hours specified by City Ordinance to reduce impacts during more sensitive time periods . Adjacent to occupied residential areas , the construction equipment hours of opera- tion should be restricted to 7 : 00 a .m . through 6: 00 p.m. Monday through Friday and from 8 : 30 a.m. through 4 : 40 p.m. on Saturdays. All construction equipment , fixed or mobile , should be equipped with properly operating and maintained mufflers . 2. Stationary equipment should be placed such that emitted noise is directed away from sensitive noise receivers . 3 . Building setbacks , building design and orientation should be used to reduce intrusive noise levels at each building pad on-site prior to the issuance of building permits . 4 . A perimeter wall should be constructed adjacent to the western site boundary to ensure that patrons of the development do not venture onto the AT&SF railroad tracks . This wall would also reduce on- site noise levels if it were at least 6 feet tall . Similar walls should be constructed along the southern and northern boundaries as well , for noise purposes . 5. Final site design should include a truck access route to the truck wells behind each building that places the trucks as far as possible from the ex- isting mobile home park located north of the site (preferably along the southern and western site boundaries ) . 6. Delivery trucks should be routed to and from the site on Doheny Park Road to reduce impacts to sen- sitive receptors located adjacent to Camino Capis- trano. Delivery trucks queued to off-load prior to 7 : 00 a.m. should not be allowed to idle while waiting . D. AIR QUALITY 1 . SCAQMD Rule 403 will be adhered to, insuring the clean up of construction related dirt on approach routes to the site . 2. Adequate watering techniques shall be employed to partially mitigate the impact of construction gen- erated dust particulates . 3. Building construction shall comply with the energy use guidelines in Title 24 of the California Ad- ministrative Code. E. ARCHAEOLOGY 1 . An archaeological monitoring program shall be de- veloped for the southernmost 2. 5 acres . The area to be monitored should consist of a 66 feet wide transact across the southern boundary of the prop- erty. 2 . A program for dealing with cultural remains should be developed in the event that previously unknown resources are discovered during construction. F. AESTHETICS 1 . The proposed project shall be consistent with all applicable criteria outlined in the City' s Commu- nity Design Element ; and all buildings located on the site shall be designed in accordance with the City ' s Architectural Design Guidelines or the Cap- istrano Beach Specific Plan/LCP. 2. A detailed landscaping plan shall be prepared and approved prior to or concurrent with granting of final architectural approval . Extensive landscap- ing with native materials is recommended along the western boundary. 3 . A comprehensive sign plan and comprehensive light- ing plan should be submitted for City approval . 4. C , C , &R' s should be reviewed by the City to ensure that site and facility maintenance is provided. 5. All trash enclosures should be architecturally compatible and fully enclosed ; and no outside storage or display should be permitted . G. WATER SERVICE 1 . The CVWD and the project developer shall enter into an agreement to construct an off-site pipe- line that would meet the fire flow requirements of the proposed development . 2. The construction of the new off-site water facili- ties will be funded by the District ' s Capital Im- provement charges which must be paid by the devel- oper. 3. Construction of water lines on the project site will be the responsibility of the project develop- er . 4. Use of reclaimed waste water where appropriate will be encouraged . H. SEWER SERVICE 1 . The project developer will be responsible for a one- time sewer fee of $2, 615 per 1500 square feet of floor area . 2 . At the time of building permit issuance , the availability of sewer capacity will be verified . I . STORM WATER DRAINAGE 1 . The master planned LO1-SO3 facility or a similar facility shall be constructed to drain the project site and tie in to the existing LO1-S02 facility as part of the proposed development. 2. Prior to the issuance of building permits an en- gineer' s report should be prepared and submitted to the City Engineer for approval specifying in detail the method of protection, materials to be employed , and the method of maintenance of such protective devices . 3. A water-proof barrier should be placed at the project boundary, in this way , preventing flood waters from flowing into the project site . 4 . Building criteria outlined in the County ' s Zoning Code under the FP-2 Zone shall be adhered to. J. ELECTRICITY 1 . All services and facilities built will be in ac- cordance with the Company' s policies and extension rules on file with the California Public Utilities Commission and federal regulatory agencies . K. NATURAL GAS 1 . All services and facilities built will be in ac- cordance with the Company' s policies and extension rules on file with the California Public Utilities Commission and federal regulatory agencies . 2. Easements are required for all gas mains not installed in a public right-of-way. L. SOLID WASTE DISPOSAL 1 . The project developer shall provide sufficient ac- cess to accommodate the maneuvers of the waste disposal company ' s trucks . 2 . The project developer should coordinate with the Solag Disposal Company in the development of addi- tional design criteria. 3. The project developer should provide trash enclos- ures which are a minimum of five feet wide by ten to twelve feet in length. M. POLICE PROTECTION No mitigation proposed . N. FIRE PROTECTION 1 . Fire flows of 1250 9-P .m. to 5000 g .p .m. will be required depending on the type of construction used . 2. Hydrant spacing shall be 300 feet to 600 feet de- pending on the type of construction. 3. Additional fire protection measures should be con- sidered in the design and construction of the pro- posed development . Such measures may include smoke detectors or automatic fire sprinkler sys- tems in all buildings . O. HEALTH CARE SERVICES No mitigation proposed . P. TELEPHONE SERVICE No mitigation proposed . Q. RECREATION 1. The elimination of on-street parking in order to accommodate bicycle lanes on Doheny Park Road and Camino Capistrano adjacent to the site should be considered . 2. The use of lockers and racks to be utilized for bicycle parking should also be considered . III. REMAINING IMPACTS AFTER MITIGATION 1. An increase in traffic volumes on local and re- gional roadways . 2. An increase in noise to the adjacent users. 3. Increased emissions of air pollutants affecting local and regional air quality . 4 . Incremental loss of regional and local open space . 5. Consumption of non-renewable resources (building materials ) and energy . IV. FINDINGS A . That the mitigation measures and conditions of ap- proval required and incorporated into the project will avoid or substantially lessen the significant environmental effects identified in the areas of land use , circulation, noise , air quality, archaeolocy, aesthetics , water service , sewer service , storm water drainage , fire and police protection , as well as other utilities and services . B. That the following mitigation measures which have nct been included as part of this project will be comple- ted prior to the completion of the proposed project: 1 . Planned improvements to Camino Capistrano north of the project ; and 2. The extension of Stonehill Drive . C. That certain mitigation measures or alternatives identified in the Final EIR are not feasible for implementation at this time due to overriding social , economic , or other considerations with the exception of Alterntive 4 which in effect is a modification of the current development proposal based on the mitiga- tion recommended in the EIR. 1 . The No Project Alternative The No Project Alternative assumes no discretion- ary action at this time. This would mean that the City' s and County' s plans for development of the site would remain unimplemented . As a result of this alternative , none of the impacts identified in this EIR would occur at this time . All the "unavoidable" adverse impacts cited (consumption of non-renewable resources -- building materials -- and energy, increased emissions of air pollu- tants , affecting local and regional air quality, incremental loss of regional and local open space , an increase in traffic volumes on local and re- gional roadways , etc . ) would be avoided. Mitiga- tion measures presented throughout this EIR (e.g. , flood control recommendations , noise barrier requirements , intersection signalizations , etc . ) and improvements proposed as part of the Proposed Development Plan (e .g . , landscaping , internal roadways , etc . ) , would not be necessary. Failure to approve a Development Plan for the project site and transfer of the 12. 4 acres of to site to the City of San Juan Capistrano, implies that the property would remain vacant and undevel- oped for an undetermined period of time . Failure to implement the project will result in the con- tinued demand for retail commercial and restaurant uses in the area. This project will help satisfy a portion of the demand for these retail commer- cial and restaurant uses in the area . 2. Alternative Two - Previous Proposals The project site could be developed under one of the previous development proposals for the subject property. Under the development proposal processed through the City in 1978 , there were a variety of land uses proposed , including : light industrial , of- fices , restaurants , and financial institutions. The total square footage proposed under this de- velopment scenario was 311 , 328 square feet . This is 1438 greater than the current project prooposal based on square footage. In 1983 , Davis Developments proposed the Capis- trano Commerce Center, which was located on the northern ten acres of the project site , entirely within the City of San Juan Capistrano . This development proposal consisted of approximately 219, 000 square feet of light industrial , commer- cial , and mini-storage rentals . This is approxi- mately 2 , 000 square feet more on 12. 4 acres less than the current project proposal . Implementation of either the 1978 or the 1983 de- velopment scenarios would result in impacts re- lated to land use considerations , increased traf- fic volumes and air pollution ( although not as signficant as the current proposal) , potentially greater noise volume, and incompatibilities with land use goals of the City. Furthermore, indus- trial development would likely be a generator of noise , both as point source and highway noise , primarily resulting from truck travel and the loading/unloading of freight . Industrial develop- ment would also not be as financially positive to either the City or the project proponent as the proposed project . And a general commercial use of the site would be economically marginal due to competing market forces in the immediate area and region . 3. Alternative Three - Medium Density Residential The project site could also be developed as a medium density residential community with an average of five dwelling units per acre , yielding a total of 112 units for the entire project site . Implementation of a residential project of this nature, while being more compatible to the mobile home park adjacent to the north of the site , might represent an incompatibility with the existing shopping center adjacent to the south. Implementation of this development scenario would require the same approvals as the current project proposal , including Zone Change , General Plan Amendment , and approval by the Coastal Commission for the development of the 12. 4 acre County par- cel. This alternative would not require a Redevel- opment Area Plan as required by the current pro- posal . It is likely that the residential alternative would not result in the impacts to traffic , air quality , and noise as the current development pro- posal . However , any residential uses would be impacted by the commercial development to the south, as well as railroad and freeway noise . 4. Alternative Four - Modified Site Design In effect , this alternative has been developed by incorporating recommended mitigation measures , re- sulting from the environmental concerns presented in Section IV of the EIR. This alternative re- sults in some modification to the proposed devel- opment plan . This alternative does not attempt to prioritize the significance of each environmental impact or whether there are any overriding considerations which would balance the project' s benefits against unavoidable impacts . One of the difficulties in presenting an alterna- tive of this nature is that mitigation of one im- pact may result in the creation of another impact . For example , by providing an additional access on- to the project site to be used exclusively by de- livery trucks , fewer parking spaces would be pr- ovided . The discussion of this alternative is approached from the perspective of a preliminary development plan which mitigates each environmental topic ( which is applicable at this level of planning) to a major extent with the exception of the "No Proj- ect" alternative . Architectural considerations are not included . Land Use The following comments are in response to various City and County policies , goals , and objectives . Additional landscaping and berming on the islands along Doheny Park Road is encouraged to create a visual screen of the proposed development. In ad- dition, where the development plan varies from one tree per 12 to 16 spaces, this alternative would increase the number of trees , providing one tree per eight spaces . In addition to providing more of a visual buffer this would also provide summer shading and windbreaks . To encourage pedestrian access , a special paving treatment would be utilized at major pedestrian crossings. The 75 , 000 square foot large retail outlet would be moved closer to the southern boundary to create a more clustered appearance with the smaller re- tail and restaurant uses and would also give the impression of varied setbacks . Circulation The main access to the Price Club is aligned oppo- site Camino Capistrano at Doheny Park Road or at some point southerly of where this access is loca- ted at the Proposed Development Plan; this access is signalized in this alternative . An exclusive delivery truck access is provided along the south- ern boundary, south of the clustered retail and restaurant uses. Noise Perimeter walls are incorporated into the site de- sign along the southern and western boundaries to lessen noise impacts and for safety reasons along the western boundary adjacent to the ATSSF rail line . Aesthetics As noted previously , additional landscaping is in- cluded in this alternative . By incorporation of the mitigation recommended in the EIR the Proposed Development Plan would be modified to resemble the description of this al- ternative. V. STATEMENT OF OVERRIDING CONSIDERATIONS The City of San Juan Capistrano proposes to approve the project while recognizing that it will have certain un- avoidable adverse impacts as identified in the EIR. Therefore, the City Council , having reviewed and consid- ered the information contained in the EIR and the rec- ord , makes the following statement of overriding consid- erations which have been balanced against the unavoid- able adverse impacts in reaching a decision on this project . The following statements are considerations which war- rant approval of the project and therefore override the above environmental impacts: 1 . Project implementation of the proposed development plan would result in development of site which is consistent with both City and County land use plans . 2. Completion of the project will provide an addi- tional 217, 110 square feet of retail commercial and restaurant uses in the project area . 3. Implementation of the proposed project with the recommended mitigation for storm water drainage would eliminate the flood hazard potential on the site , as well as some of the adjacent areas . 4 . The environmental impacts associated with this project that are not fully mitigated are regional in nature , and the project' s cumulative contribu- tion to those impacts is considered minimal and acceptable from a regional perspective . 5. In view of all factors , the project with the rec- ommended mitigation measures represents the best reasonable balance and mix of uses for the project area . 99 . 20 RESOLUTION NO. CRA 86-12-16-2 APPROVING SALE OF PROPERTIES AND DEVELOPMENT AGREEMENT (PRICE CLUB) A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY APPROVING THE SALE OF CERTAIN PROPERTIES WITHIN THE SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT AREA TO THE PRICE COMPANY; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO (PRICE CLUB) 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 a Disposition and Development Agreement (the "Agreement") with The Price Company (the "Developer") for the sale of the development site (the "Site") for the development and operation of a Price Club and retail space, and the necessary parking and landscaping by the Developer (all as described in the Agreement) in the San Juan Capistrano Central Redevelopment Project Area; and, WHEREAS, the Developer has submitted to this Agency copies of said proposed Agreement in a form desired by the Developer; and, WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code, Section 33000 et seq.) this Agency held a public hearing on the Agreement and the proposed sale of the Site, having duly published notice of such public hearing and made copies of the proposed Agreement available for public inspection and comment; 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, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements. NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency as follows: 1. The Agency recognizes that it has received and heard all oral and written objections to the proposed Agreement, and to the proposed sale of the Site 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 consideration to be paid by the Developer for the purchase of the Site is not less than fair market value in accordance with the covenants and conditions governing such sale. The Agency hereby further finds and determines that all consideration to be paid under the proposed Agreement is in an amount -1- necessary to effectuate the purposes of the development Plan for the San Juan Capistrano Central Redevelopment Project. 3. The sale of the Site and the proposed Agreement which establishes the terms and conditions therefor, are hereby approved. 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 16th day of December 1986. �AV L. HAUSDORFER, CHAI AN ATTEST- AGENCY 5 TTEST:AGENCYS R TARY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 1, 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 86-12-16-2 adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof held on the 16th day of December , 1986, by the following vote: AYES: Directors Bland, Friess, Schwartze and Chairman Hausdorfer NOES: None ABSENT: Director Buchheim (SEAL) MARY ANKHANOVER, AGENCY SECRETARY -2- • EXECUTIVE SUMMARY DISPOSITION AND DEVELOPMENT AGREEMENT Price Club Project PURPOSE OF THE AGREEMENT The purpose of the Agreement is to provide for the development of a Price Club and other retail uses within San Juan Capistrano's Central Redevelopment Project Area. The project is in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. PARTIES TO THE AGREEMENT The parties to the Agreement are the San Juan Capistrano Community Redevelopment Agency, City of San Juan Capistrano, California (Agency), and The Price Company, a California corporation. SITE DESCRIPTION The Agreement covers a development site consisting of property generally bounded by Doheny Park Road, Villa San Juan Mobile Home Park, A.T. & S.F. Railroad, and City boundary. The site is illustrated on the site map attached hereto as Exhibit A. Total • area included in the site is approximately 23.032 acres. SCOPE OF DEVELOPMENT/USES OF THE SITE Under the terms of the Agreement, the Developer must construct on the site a Price Club of approximately 150,000 sq. ft. typical of Price Clubs in the Southern California area. The reminder of the site shall consist of retail uses totaling approximately 60,000 sq. ft. The Agreement includes a comprehensive Scope of Development which describes specific design and construction requirements of the development. The scope of development requires specific architectural and site design conditions including marine village architecture compatible with and complimentary to the standards provided for in the Capistrano Beach Specific Plan. The development includes a total of 1,283 standard spaces which exceeds the code requirement. If the spaces provided above code are converted to compact, an increase in the total number of spaces will be possible. Basic concept and schematic drawings will be presented for Agency and City review. Thereafter Agency and City staff will review and approve plans at the preliminary, 50 percent complete and 100 percent complete stages to assure compliance with the approved basic concept and schematic plans, the Scope of Development, and all applicable City standards. METHOD OF FINANCING • The proposed Disposition and Development Agreement requires the Agency to acquire the site from Great Western Savings. The conveyance will take place upon developer receipt of appropriate development approvals by the City Council for the project. The Agency will purchase the entire site (23.032 acres) with funds loaned to it by The Price -1- Company from Great Western for $10.50/sq. ft. or $10,534,377. Twelve acres will be conveyed to The Price Company for the Price Club development at $6/sq. ft., and the remaining 11.032 acres will be sold to The Price Company for $10/sq. ft. The land cost to the Developer will be $3,136,320 for the Price Club site and $4,805,540 for the remaining portion for a total of $7,941,860. The Agency will be subsidizing $2,592,517 in the land sale transaction. The Agency will pay for the public infrastructure for the entire project estimated to be $1,722,500. In addition, the Agency will pay for the EIR and 68 percent of the development fees for the 12 acre Price Club site estimated to be $650,000. The Developer will pay the development fees associated with the retail development of the 11.032 acre retail portion of the site and 32 percent of the development fees associated with the Price Club site. The following represents a summary of the costs: Agency Costs (to be loaned by The Price Company) - land subsidy $2,592,517 - infrastructure 1,722,500 - development fees 650,000 - EIR 17 500 4,982,517 Developer Costs • - land $7,941 ,860 - development fees 775 000 8,716,860 LOAN TO THE AGENCY The developer will loan the land subsidy amount to the Agency in addition to the infrastructure, development fee and EIR costs. The maximum loan to the Agency will be $5,107,517, The payback structure for the loan will be as follows: the City receives the first $400,000 of sales tax (if less than $400,000 in sales tax revenue is generated annually, there is no payment required on the debt to The Price Company for that year); the developer receives the next $600,000 (or whatever lesser amount is generated); and any amount over $1 million is split 50 percent towards retirement of the debt and the remaining 50 percent goes to the City. No tax increment funds will be utilized for repayment of debt. A future Council action will consider a sales tax ordinance whereby a portion of the sales tax received from this project will be passed from the City to the Agency for repayment of the debt. Any and all funds paid to The Price Company are towards retirement of the debt. In the event sufficient tax revenues are not generated to pay off the debt in 23 years the unpaid balance will be forgiven. As soon as the debt is repaid, all sales tax generated by the project will go to the City. No tax increment funds will be utilized for repayment of debt. • SCHEDULE OF PERFORMANCE The Schedule of Performance section of the DDA outlines the timing for the performance of Agency and developer responsibilities. In summary, if the agreement is -2- • approved on December 16, 1986, the conveyance will take place upon developer receipt of appropriate development approvals by the City Council for the project. Construction of the Price Club must be completed within 12 months of issuance of building permits. The dates indicated in the Schedule of Performance are maximum time frames for the actions required of the Developer and the Agency. TERMINATION PROVISIONS The Developer may terminate the Agreement if 1) the Agency does not tender conveyance of title or possession of the site to the Developer by the dates provided in the Agreement; and 2) the City does not pass within 30 days after the date of the Agreement an ordinance providing for a credit for sales and use taxes paid to the City, and the Agency adopting a sales and use tax ordinance that will impose a 1 percent tax upon all retail sales in the Project Area. The Agency may terminate the Agreement if 1) the Developer assigns or attempts to assign the Agreement or any rights therein or in the site in violation of the Agreement; 2) any of the conditions precedent are not satisfied by the time established in the Schedule of Performance (i.e. soil conditions, proper conveyance of title and execution of Agency Deed); and 3) the Developer does not pay the purchase price, make the loan to the Agency or take title to the site. • • -3- O►OY YYW4 ♦*JwOO M ` N iulw CENTRAL REDEVELOPMENT PROJECT SAN JUAN CAPISTRANO, CALIFORNIA SUMMARY PERTAINING TO THE SALE OF CERTAIN REAL PROPERTY TO THE PRICE COMPANY (California Community Redevelopment Law, Section 33433 ) • Redevelopment Agency of the City of San Juan Capistrano November 1986 • • • L INTRODUCTION The Redevelopment Agency of the City of San Juan Capistrano , California ( the "Agency" ) is considering the sale of certain real property in the Central Redevelopment Project to The Price Company ( the "Developer" ) pursuant to a proposed Disposition and Development Agreement ( the "Agreement " ) between the Agency and the Developer . The property proposed to be sold to the Developer , subject to certain conditions , consists of the Parcel as shown on the site map attached hereto as Appendix "A" . The parcel contains about 23 .032 acres . This summary is prepared in accordance with Section 33433 of the California Community Redevelopment Law, which describes and specifies : 1 . The cost to be incurred by the Agency under the proposed Agreement ; 2 . The estimated value of the interest to be conveyed to the Developer , determined at the highest uses permitted under the applicable Redevelopment Plan; 3 . The purchase price to be paid by the Developer ; and 4 . Other pertinent economic analyses and explanation of the purchase price . • • 1 • LL,, COST OF THE AGREEMENT TO THE AGENCY Expenditures The estimated cost of the proposed Disposition and Development Agreement includes the following items : Lane Acquisition Costs_ Purchase Price $10 ,534 ,377 1 ) Relocation Costs_ -0- Site PreRaration 2 ) Off-Site Public Improvements and Utilities 1 , 722 ,500 Administrgtive Costs Developer Fees $775 , 000 3 ) EIR 17 ,500 792 ,500 • Total Project Costs $13 ,049 ,377 Interest Costs 4 , 162 , 000 4 ) Total F.xpendi t gyres $17 ,211 ,377 Source of Funds The estimated source of funds for the proposed Disposition and Development Agreement includes the following items : Land Sale Proceeds $7 ,941 , 860 5 ) Developer Loan 5 , 107 ,517 4 ) Sales Taxes Generated by the Development 4 , 162 - 000 4 ) Total Soufce of Funds Available to the Agency $17 ,211 , 377 • 2 • 1 . Purchase Price to be paid to Great Western Savings . 2 . Costs of widening streets , alleys and other public rights- of-way , street lighting and street landscaping , fire hydrants , etc . 3 . The developer will not pay all the normally levied development fees on the Price Club development (but will pay these fees on the other retail development ) . The developer instead will advance a portion of the Price Club development fees to the Agency in the form of a loan . 4 . The developer will loan the Agency a total of $5 , 107 ,517 to pay for the following : a . The difference in the Agency ' s land acquisition costs and land disposition price of $2 ,592 ,517 . b . Developer fees of $775 ,000 . C . Off-site improvements of $1 ,722 ,500 ; and d . Environmental Impact Report of $17 ,500 . • This loan will be repaid from sales taxes generated by the project , with the first $400 , 000 of sales taxes going to the City , the next $600 ,000 to the developer , and the balance to be split evenly by the City and the developer . The estimated interest costs are based on sales projections by Keyser Marston Associates , Inc . Sales taxes generated by the project are estimated to increase from $870 , 000 in 1988 to $1 ,562 ,000 by 2001 when the loan would be fully repaid . If actual sales taxes are less than projected , the loan would be outstanding longer and the total interest paid would be greater than shown . If the loan were not to be paid off within 23 years , any amount outstanding would be forgiven . 5 . Disposition price to be paid by the developer . • 3 • LLL•• ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THP HIQHEST USES P .RMMITT .D UNDFR RED .VE .OPMRNT PLAN This section presents an analysis of the fair market value of the site at its highest and best use . The proposed use of the site must be consistent with the redevelopment plan and the site must be developed soon after it is conveyed . In appraisal terminology , the highest and best use can be defined as the legal use 0 e . , uses allowed under the redevelopment plan) that will yield to land the highest value . Therefore , the definition of highest and best use is based solely on the value created and not on whether or not it enhances or carries out the redevelopment goals and policies for San Juan Capistrano . The current zoning of the site is commercial . This zone allows a variety of uses , including retail , office , restaurants , and similar uses . In the opinion of Keyser Marston Associates , Inc . the site is not well located and not visible enough for a general retail development or office development , owing to man-made barriers to accessibility and visibility such as I -5 to the east , railroad tracks and a flood control channel to the west and the I -5 Pacific Coast Highway connector to the south . Due to these • factors , Keyser Marston Associates , Inc . considers the proposed use to be the highest and best use of the site . • 4 • LY, THE PURCHASE PRICE TO BE PAID BY THE DEVELOPER The terms and conditions of the proposed agreement are summarized below: The Site The site for the proposed development is in an area bounded by a mobile home park on the north , Doheny Park Road on the east , a neighborhood shopping center and mini -storage complex fronting Victoria Boulevard on the south , and the A.T . &S .F .R.R. tracks to the west . Frontage is provided along Doheny Park Road . A site map is provided in Appendix A to this report . The site is made up of two legal parcels which , combined , contain 23 .032 acres . The Project The proposed development will consist of a one- level 150 , 000 square feet Price Club store and about 60 , 000 square feet of other regionally.-serving retail stores , with surface parking which will meet or exceed that required by the San Juan Capistrano Municipal Code and San Juan Capistrano Parking • Standards . The 150 ,000 square foot Price Club is a new prototype for this chain . It will be the chain' s largest single unit and feature some departments not found in the chain' s other stores . The Proposed Financial Transaction Land Purchase Price The developer shall pay to the Agency at the time of conveyance $3 ,136 ,320 for the "Price Parcel " and $4 , 805 ,540 for the "Retail Parcel " for a total of $7 ,941 ,860 . Developer Loan The developer will make a loan to the Agency in an amount of $5 ,107 , 517 for the purposes described in Section II of this report . This loan , to be repaid from a portion of the sales taxes generated by the project , has an interest rate equal to Bank of America N .T . prime rate 7 days prior to the close of escrow. • 5 • Y_,, OTHER PERTINENT .CONOMI ANALYSIS AND AN E P .ANATION OF TH . PURCHASE PRICE Keyser Marston Associates , Inc . has prepared a Re-Use Analysis for the proposed Agreement . The purpose of their analysis was to estimate the current re-use value of the site for use in developing a Price Club of 150 , 000 square feet , other retail comprising about 60 ,000 square feet , and thereto related surface parking . The re-use value is defined as the highest price in terms of money which a property is expected to bring for a specified use in a competitive and open market under the re-use conditions established by the Redevelopment Agency , the buyer and seller (Redevelopment Agency) each acting prudently , knowledgeably and assuming the price is not affected by undue stimulus . Also , essential to an estimate or a fair re-use value is the notion that the Agency is interested in conveying land that will result in near -term development and that the land is not conveyed for speculation . Implicit in this definition is the consummation of a sale as of a specified date and passing of title from seller to buyer under • conditions , whereby : 1 . Both parties are well informed or well advised , and each acting in what he/she considers his/her own best interests . 2 . That the property will be assembled in a reasonable time . 3 . Financing , if any , is on terms generally available in the community for the use proposed at the date the property is ready for construction . 4 . The price represents a normal consideration for the property sold unaffected by special financing amounts and/or terms , services , fees , costs or credits incurred in the transaction . As stated elsewhere in this Summary Report , Keyser Marston Associates , Inc . , have concluded the highest and best use of the site is the development proposed by this Project . i Because the site ' s key use is a Price Club outlet absent which the other retail would not likely be built , they reviewed Price Club transactions in other Southern California locations . Prices paid for Price Club developments range from a low of $3 .00 per square foot of land in Santee , to $9 .25 in Burbank and $9 .44 in Santa Ana , and to a high of $13 .00 in Alhambra . The reason for • this substantial range in land prices paid lies in the fact that 6 Price Club generates sales taxes which are on the order of 3 to 4 times those of similarly-sized conventional department stores . The desire for such additional sales taxes by these various communities had a bearing on the land price negotiations . In view of these comparables , the fact that the project is fully paid for by the developer ' s land purchase price and loan to the Agency , the latter to be repaid with a portion of the sales taxes generated by the project itself , and the likelihood that the subject site might remain undeveloped for some time due to poor accessibility and visibility , Keyser Marston Associates , Inc . concludes that the fair market value is the land purchase price which will be paid by the developer - $7 .92 per square foot of land . The principal objectives of the proposed Agreement are to put to productive use a parcel of land which heretofore has been undeveloped or underdeveloped and to broaden the City ' s sales tax base . In view of these objectives , the purchase price under the agreement has been established considering the following factors : 1 . The general area of the proposed project at present is not a strong retail location , but with a Price Club , existing and future businesses will be exposed to thousands of new customers who , absent the Price Club, would not find their way to this area . • 2 . The purchase price is designed to be competitive under current market conditions . 3 . The proposed Agreement contains covenants and conditions which must be met by the Developer which are not normally present in a completely free market transaction : a . Conformance to provisions in the applicable Redevelopment Plan; b. Strict review procedures and design criteria for plans , drawings and other construction documents ; C . Compliance with an established schedule of performance of planning and construction; d . Limitations on transferring the subject property ; e . Conditions for design , use and maintenance of the improvements . • 7 APPENDIX A 12 1 — G • SITE MAP W 3 To20P—> C GANG G V2 70 Cp o ® I I~ 1.BOAC. C ` Y.45AO CIS s s , \ .' ' • 4 CQIIR.S. 47�id-.� �c4 6��d11 1.83AC. II © e °\ 3 5O3AC. ? 6• \z �4 3.16AC. 3.80 AO.. tv 1-1 ° 94, 2AC. IS 19' un 253 a ° ��� '_;`"�'- " \ L Ess - 40 LL ti 20 STA. 4/6+ w Bao . 6.95AC. 49.Z4 W n! IN . R.S,t� . 4-15 r. e 4 , B AC. SITE o m a ' 668 - 41 'ti 12.43 C. 15 c R.S.4-15 • 0. 9 OUA/L reg, RUN � ' f V 4f) N o 3.53AC.I1 666s, e 0 319„j G• li/CTOq/q ° I4 NOTE: ,5: GrA,E PR BLliO, SE.COR.ALRTCA PrRr PR210 V/C70R/4 WO'srESTEAO CIX.'RTCASE I21G BL VO.,AS AL/GN D Or TH 324/4? BASK OF ORE ER ESL/AL`' tT CASE 1PO NOTE - ASSESSOR'S BLOCK & EEos ASSESSOR'S MAP PARCEL NUMBERS 668 -34 BOOK 12 1 PAGE 2 5 q, SHOWN IN CIRCLES COUNTY OF ORANGE K-� 8 MEMORANDUM September 6, 1988 TO: Dawl Schanderl, Records Coordinator FROM: Pat David, Community Development Associate SUBJECT: Price Club Insurance The Price Company must provide insurance in accordance with the DDA. Specifically, Section 507, Page 17, of the DDA outlines the insurance requirements. Insurance must remain in effect until a final Certificate of Completion has been furnished for all of the developer improvements. Section 518, Page 21, of the DDA states that "after completion of all construction and development required by the agreement to be completed by the developer upon the site, the Agency shall furnish the developer with a Certificate of Completion upon written request by the developer." Since I will most likely not be around when construction is complete, I will suggest by copy of this memo that Nancy Erickson keep you informed as to when the Certificate of Completion is to be issued. If you have any questions, please let me know. cc: N. Erickson T. Merrell PD:kap GPD/9884