10-0120_RANCHO MISSION VIEJO, LLC_Rodeo License16.4 Buyer's and Seller's Covenants — Parcel 8 Citrus Grove.
(a) Removal of Trees and Soil. Within one (1) year from Close of Escrow, Seller
shall remove the existing citrus trees from 3.7 acres of Parcel 8 (the "Removal Area") and any
contaminated soil relating thereto at Seller's expense. Seller shall notify Buyer when Seller has
completed the removal of said trees and soil from the Removal Area.
(b) Grading of Removal Area. After receipt of notice of tree and soil removal from
Seller, and as a precondition to Seller's obligations for replanting of the citrus trees on the Removal Area
pursuant to subsection (c) below, Buyer shall be responsible for grading the Removal Area to a finish
grade at its expense.
(c) Replanting. Within one (1) year from Close of Escrow (the "Election Period"),
Buyer shall make an election as to which portions of the Removal Area that Buyer desires to have
replanted and notify Seller of its election. Provided that the Removal Area has already been graded by
Buyer pursuant to subsection (b) above, Seller shall replant citrus trees in those portions of the Removal
Area designated by Buyer for replanting within one hundred twenty (120) days of receiving Buyer's notice.
If the Removal Area has not yet been graded when Seller receives Buyer's notice, Seller shall replant the
citrus trees within one hundred twenty (120) days after completion of grading by Buyer and Buyer's notice
to Seller regarding same.
(d) Credit.
(i) In the event that Buyer makes no election by the end of the Election
Period (in which case no replanting will be done by Seller), or if Buyer elects to have less than the entire
Removal Area replanted, Buyer shall be entitled to a credit from Seller for that portion not replanted.
(ii) The credit shall be Six Thousand Dollars ($6,000.00) per acre for each
acre not replanted.
(iii) Buyer and Seller shall mutually agree on the acreage for which credit is
to be given
(iv) Seller shall pay any credit due to Buyer upon the earlier of (1) thirty (30)
days from the date on which Buyer made its election to have less than the entire Removal Area planted,
or (2) thirty (30) days from the last day of the Election Period.
17. RODEO LICENSE AGREEMENT.
Concurrently with Close of Escrow, Seller and Buyer shall enter into the Rodeo License
Agreement (see Exhibit 1) at no expense to Seller, for a term of fifty (50) years, and Seller (RMV) shall
have the right under the Rodeo License Agreement to hold the Rancho Mission Viejo Rodeo yearly as
currently operated. The Rodeo License Agreement shall provide that the rodeo held by RMV shall
continue to be named and referred to as the "Rancho Mission Viejo Rodeo." Buyer shall waive all City
fees, taxes and other charges required for or related to this event including, but not limited to, any City
fees, taxes or other charges related to vendor services and operations. The majority of the net proceeds
from the Rodeo shall be available to the City's and South Orange County's charities including, but not
limited to, the San Juan Capistrano Open Space Foundation, the Camino Health Center, the R.H. Dana
Exceptional Needs Facility and the Shea Therapeutic Riding Center. In the event RMV relocates the
Rancho Mission Viejo Rodeo off of the Property, the Buyer's obligations under this section shall
terminate. Buyer shall agree not to host any rodeo on the Property unless RMV ceases operating the
Rancho Mission Viejo Rodeo for a period of three consecutive years.
DB2I21183021.2 21
RODEO LICENSE AGREEMENT
THIS AGREEMENT is entered into as of ',Ta^. aD _, 2010 (the "Effective Date"), between City of San
Juan Capistrano, a California municipal corporation ("Licensor"), and Rancho Mission Viejo, LLC, a
Delaware limited liability company ("Licensee").
A. Licensor is the owner of that certain real property located in the County of Orange, State of
California, described and depicted on Exhibit "A" attached hereto and made a part hereof (the "Property").
B. Licensor acquired the Property and certain other lands from certain Rancho Mission Viejo
entities for which Licensee serves as agent and manager, pursuant to that certain Purchase and Sale
Agreement dated August 18, 2009 (the "Purchase and Sale Agreement").
C. As part of the consideration for entering into the Purchase and Sale Agreement, Licensor
agreed to grant a license to Licensee at no expense to allow Licensee to continue to hold a rodeo (the
"Rancho Mission Vi 'o Rodeo") on the Property on a yearly basis. Licensee desires to use the Property
for that purpose.
D. Licensor hereby agrees to give to Licensee the license to use the Property for the purpose
hereinafter specified, upon and subject to the terms, reservations, covenants and conditions hereinafter
set forth.
Now therefore, for and in consideration of the mutual promises, covenants and agreements herein set
forth, Licensee and Licensor hereby agree as follows:
1. License: Licensor, as the owner of the Property, hereby grants to Licensee an exclusive
license ("License"), subject to and in accordance with the terms and conditions of this Agreement.
2. Use: Licensee will use the Property for the purpose of holding the Rancho Mission Viejo
Rodeo yearly, as it has been operated in the past, during a two week (14 day) period (the "Rodeo
Period") the dates of which shall be determined solely by Licensee, after consulting with Licensor. The
City agrees that the rodeo held by Licensee shall continue to be named and referred to as the "Rancho
Mission Vieio Rodeo." The City further agrees that it shall not allow any other event to be held on the
Property during the Rodeo Period. Licensee shall provide the City notice of the dates for the next
upcoming Rodeo Period one (1) year in advance of that Rodeo Period.
3. Term: Unless otherwise terminated as provided herein, this Agreement will be in effect
for a term of fifty (50) years commencing on the Effective Date ("Term").
4. Consideration: As noted above, this Agreement is being entered into pursuant to the
Purchase and Sale Agreement. In accordance with the terms of that agreement, the Licensor shall waive
all City fees, taxes and other charges required for or related to The Rancho Mission Viejo Rodeo
including, but not limited to, any City fees, taxes or other charges related to vendor services and
operations. The majority of the net proceeds from the Rodeo shall be available to the Licensor's and
South Orange County's charities including, but not limited to, the San Juan Capistrano Open Space
Foundation, the Camino Health Center, the R.H. Dana Exceptional Needs Facility and the Shea
Therapeutic Riding Center.
5. Insurance: During the term of this Agreement, Licensee shall maintain the following
insurance:
DB2121505128.2
(a) Commercial General Liability Insurance, including contractual liability and
products liability, with a combined single limit of $2,000,000.00. Such insurance shall: (i) name Licensor,
its officers, agents and employees as additional insureds, (ii) be primary for all purposes, and (iii) contain
standard cross -liability provisions.
(b) Commercial Automobile Insurance with a combined single limit of $2,000,000.00.
Such insurance shall: (i) cover the use of owned, non -owned and hired vehicles on the Property and (ii)
name Licensor, its officers, agents and employees as additional insureds.
Licensee shall provide Licensor with proof of such insurance by submission of certificates of insurance,
pursuant to Section 13 "Notices," at least ten days prior to commencement of the first Rodeo event held
under this Agreement.
6. Licensor's Use of and Access to the Property During the Rodeo Period: Licensee agrees
that Licensor, its successors and assigns, have the right to enter upon the Property during the Rodeo
Period so long as such entry does not unreasonably interfere with Licensee's use of the Property
hereunder. Licensee will provide Licensor with reasonable access to Licensor's facilities on the Property.
7. Licensee's Personal Property: All equipment and other property brought, placed or
erected on the Property by Licensee shall be and remain the property of Licensee.
8. Liens: Licensee will keep the Property free from all liens, including but not limited to,
mechanics liens and encumbrances by reason of use or occupancy by Licensee, or any person claiming
under Licensee.
9. No Assignments: Licensee may not assign, sublet or otherwise transfer its interest under
this Agreement without the prior written consent of the Licensor, not to be unreasonably withheld. Any
attempted assignment, sublet or transfer made in violation of this provision shall be null and void.
10. Surrender of Premises: Licensee shall, at the end of each Rodeo Period or termination
of this Agreement, vacate the Property in as good condition as it was at the time of entry thereon by
Licensee. Upon vacating, Licensee shall leave the Property free and clear of all rubbish and debris.
11. Governing Law: The existence, validity, construction, operation and effect of this
Agreement and all of its terms and provisions will be determined in accordance with the laws of the State
of California.
12. Indemnification: Licensee shall hold harmless, defend and indemnify Licensor, its
officers, agents and employees, and its successors and assigns, from and against all claims, loss,
damage, actions, causes of actions, expense and/or liability arising from or growing out of loss or damage
to property, including that of Licensor, or injury to or death of persons resulting by reason of this
Agreement or the use or occupancy of the Property by Licensee or any person claiming under Licensee.
13. Termination: This Agreement may only be terminated by Licensee; provided, in the event
Licensee relocates the Rancho Mission Viejo Rodeo off of the Property, the Licensor's obligations under
this Agreement shall terminate. In any event, the Licensor agrees not to host any rodeo on the Property
unless Licensee ceases operating the Rancho Mission Viejo Rodeo for a period of three consecutive
years.
14. Attorneys' Fees: In the event of any action, suit or proceeding against the other, related
to this Agreement, or any of the matters contained. herein, the successful party in such action, suit or
proceeding shall be entitled to recover from the other party reasonable attorney fees incurred.
DB2/21505128.2 2
15. Notices: All notices required to be given by either party will be made in writing and
deposited in the United States mail, first class, postage prepaid, addressed as follows:
To Licensor: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: City Manager
To Licensee: Rancho Mission Viejo, LLC
28811 Ortega Highway
San Juan Capistrano, CA 92675
Attn: Lissa Freese
The parties will immediately notify each other of any address change.
16. Complete Agreement: Licensor and Licensee acknowledge that the foregoing provisions
and any exhibits attached hereto, together with the underlying Purchase and Sale Agreement, constitute
the entire Agreement between the parties.
[Signatures on Following Page]
DB2/21505128.2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year herein first above written.
"LICENSOR"
CITY OF SAN JUAN CAPISTRANO,
a California municipal corporation
Approved as to form by: byy:
ff���`�lldt�U U�
Omar Sandoval
City Attorney
"LICENSEE"
RANCHO MISSION VIEJO, LLC,
a Delaware limited liability company
Senior Vice President, Planning & Entitlement
DB2121505128.2
HUTTT;
HUITT-ZOLLARS, INC. - 430 Exchange s 5ui1. 200 1 Irvine, CA 92602-1315 - 714.734.5100 phone • 714.734.51551nz huiH-zollon.com
10-1160-06 (D)
01-12-10
PROPERTY DESCRIPTION OF AREA
SUBJECT TO THE RODEO LICENSE AGREEMENT
Parcel 7:
That portion of Parcel 104 of Certificate of Compliance No. CC 2001-01, in the
Unincorporated Territory of the County of Orange, State of California, recorded July 26,
2001 as Instrument No. 20010508635 of Official Records, in the office of the County
Recorder of said County, described as follows:
Beginning at the Southeasterly terminus of that certain course along the Southwesterly
line of Rancho Mission Viejo, as shown on Record of Survey No. 2006-1181, in Book
218, Pages 14 through 24, inclusive, of Records of Survey, in the office of said County
Recorder, described as having a bearing and distance of "North 52°57'24" West
4459.27'" on said Record of Survey; thence along said Southwesterly line North
52°57'24" West 526.36 feet; thence leaving said Southwesterly line and along the
Northwesterly line of Parcel Two of the Planning Area One Development Boundary as
approved July 26, 2006 by the Orange County Planning Commission Resolution No.
06-05, as shown on said Record of Survey, the following courses: North 2°38'15" East
301.76 feet, North 34°09'53" East 888.59 feet, and North 23°20'42" East 814.28 feet to
the Southerly right-of-way line of Ortega Highway, as described in Exhibit "C" in the
Grant Deed to the County of Orange, recorded August 1, 2008 as Instrument No.
2008000368965 of said Official Records, to a point hereinafter referred to as Point "A";
thence along said Southerly right-of-way line, the following courses: North 83°12'45"
East 344.58 feet, North 604715" West 19.74 feet to the beginning of a non -tangent curve
concave Southerly having a radius of 6326.27 feet, a radial line of said curve to said point
bears North 3°13'37" West, Easterly 24.26 feet along said curve through a central angle
of 0°13'11", North 86°59'34" East 256.57 feet to the beginning of a curve concave
Northerly having a radius of 4579.70 feet, Easterly 139.48 feet along said curve through a
central angle of 1044'42", non -tangent South 87°43'55" East 90.93 feet to the beginning
of a non -tangent curve concave Northerly having a radius of 4591.70 feet, a radial line of
said curve to said point bears South 5°52'42" East, Easterly 275.99 feet along said curve
through a central angle of 3°26'38", non -tangent North 87016'57" East 71.92 feet, South
10°12'54" East 4.17 feet, South 59004'37" East 84.63 feet, and North 85°16'07" East
18.27 feet to a point on a non-tangent"curve concave Northwesterly having a radius of
1550.00 feet, a radial line of said curve to said point bears North 85017'19" East, said
curve also being the Northwesterly right-of-way line of La Pata Avenue, as shown on
said Record of Survey; thence along said Northwesterly right-of-way line, the following
courses: Southwesterly 1103.15 feet along said curve through a central angle of
40°46'40", South 36°03'59" West 561.99 feet to the beginning of a curve concave
q/10-1160-06/a/VRMVRodco/zk/hpm
PROPERTY DESCRIPTION OF AREA 10-1160-06 (D)
SUBJECT TO THE RODEO LICENSE 01-12-10
AGREEMENT -CONTINUED
PAGE 2
Southeasterly having a radius of 1650.00 feet, and Southwesterly 882.54 feet along said
curve through a central angle of 30°38'46"; thence leaving said Northwesterly right-of-
way line non -tangent South 84°26'50" West 703.78 feet to a point on said Southwesterly
line of Rancho Mission Viejo, said point being distant thereon South 19°17'44" East
213.59 feet from the point of beginning; thence North 19°17'44" West 213.59 feet to the
point of beginning.
EXCEPTING therefrom that portion of land described in the Grant Deed to the County of
Orange recorded 1-101-761 o , 2010 as Instrument No. a010060026L15g'i of
Official Records, in the office of said County Recorder.
Containing an area of 68.889 acres, more or less.
Parcel 8:
That portion of Parcel 104 of Certificate of Compliance No. CC 2001-01, in the
Unincorporated Territory of the County of Orange, State of California, recorded July 26,
2001 as Instrument No. 20010508635 of Official Records, in the office of the County
Recorder of said County, described as follows:
Commencing at Point "A" as described in Parcel 7 herein above; thence along the
Southerly right-of-way line of Ortega Highway, as described in Exhibit "C" in the Grant
Deed to the County of Orange, recorded August 1, 2008 as Instrument No.
2008000368965 of said Official Records, the following courses: South 83012'45" West
55.42 feet, South 6°47'15" East 40.00 feet, and South 83012'45" West 311.98 feet to the
Southeasterly line of Parcel One of the Planning Area One Development Boundary as
approved July 26, 2006 by the Orange County Planning Commission Resolution No.
06-05, as shown on Record of Survey No. 2006-1181, in Book 218, Pages 14 through 24,
inclusive, of Records of Survey, in the office of said County Recorder; thence along said
Southeasterly line the following courses: South 37°43'28" West 358.30 feet, South
27°51'21" West 469.69 feet, South 38°38'01" West 422.80 feet to the beginning of a
non -tangent curve concave Southeasterly having a radius of 500.00 feet, a radial line of
said curve to said point bears North 5°39'07" West, and Southwesterly 445.03 feet along
said curve through a central angle of 50059'50" to a point on the Southwesterly line of
Rancho Mission Viejo, as shown on said Record of Survey; thence North 52°57'24" West
640.24 feet along said Southwesterly line to said Southerly right-of-way line of Ortega
Highway; thence along said Southerly right-of-way line, the following courses: North
53°03'40" East 15.49 feet, South 36°56'20" East 3.50 feet, North 53°03'40" East 308.58
feet to the beginning of a curve concave Northerly having a radius of 7044.30 feet,
Northeasterly 299.61 feet along said curve through a central angle of 2°26'13", North
50037'27" East 81.26 feet, South 39°22'52" East 3.07 feet, North 50°37'08" East 210.25
feet, North 57051104" East 71.12 feet to the beginning of a non -tangent curve concave
Southerly having a radius of 1474.06 feet, a radial line of said curve to said point bears
q/10-1160-06/a/1/RMVRodco/zk/hpm
PROPERTY DESCRIPTION OF AREA 10-1160-06 (D)
SUBJECT TO THE RODEO LICENSE 01-12-10
AGREEMENT -CONTINUED
PAGE 3
North 39°24'19" West, Northeasterly 210.68 feet along said curve through a central angle
of 8°11'20", non -tangent South 25°11'17" East 13.07 feet, North 80023121" East 29.94
feet, North 61°08'36" East 68.00 feet, North 29°11'32" West 11.61 feet, North 42004'13"
East 30.05 feet to the beginning of a non -tangent curve concave Southeasterly having a
radius of 1530.00 feet, a radial line of said curve to said point bears North 24°59'51"
West, Northeasterly 254.57 feet along said curve through a central angle of 9032'00",
along a radial line of said curve non -tangent South 15°27'51" East 50.00 feet to the
beginning of a non -tangent curve concave Southeasterly having a radius of 1480.00 feet,
a radial line of said curve to said point bears North 15°27'51" West, Northeasterly 224.13
feet along said curve through a central angle of 8°40'36" and North 83°12'45" East 45.72
feet to the point of beginning.
Containing an area of 18.403 acres, more or less.
q/10-1 160-06/a/VRMV Rodeo/zk/hpm
NO. 5557
EXP. 09/30/11
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BY
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