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10-1005_ADVANCED GROUP 99-SJ & 03-79-2 (ARES)_Tolling AgreementTOLLING AGREEMENT This Tolling Agreement (the "Agreement") is entered into by and between the County of Orange (the "County") the City of San Juan Capistrano and the San Juan Capistrano City Council (collectively, the "City"), and Advanced Real Estate Services, Advanced Group 99 SJ, and Advanced Group 03-79-2 (collectively "ARES"), and shall be considered effective as of October S , 2010. The County, the City and Advanced are collectively referred to herein as the "Parties." This Agreement is made based on the following facts: WHEREAS, ARES has an application pending before the City for the development of certain property within. the City known as San Juan Meadows and Distrito la Novia (the "Project"). WI IEREAS, the County has expressed a number of concerns with respect to the environmental effects of the Project and also with potential environmental liabilities from the former Forster Canyon Landfill which exists within the San Juan Meadows site. WHEREAS, should the City approve the Project, the County will be required to pursue its judicial remedies to challenge the Environmental Impact Report for the Project within 30 days following the filing of a Notice of Determination by the City. WHEREAS, the Parties want to preserve their rights to enter into settlement discussions which may lead to a resolution of the issues between the Parties with respect to the environmental issues and the Landfill issues. WHEREAS, the Parties may wish to continue these discussion even after the City acts on the Project without the constraint of the County having to file litigation challenging the Environmental Impact Report for the Project within the relatively short CEQA statute of litigation (the "CEQA" Litigation"). NOW, THEREFORE, the Parties have agreed to toll all statutes of limitation and statutes of ultimate repose applicable to the filing of the CEQA Litigation on the following terms and conditions: I. With respect to the Project, the running of all statutes of limitation and/or statutes of ultimate repose applicable to the filing of the CEQA Litigation is hereby tolled effective as of the date of the filing of the Notice of Determination by the City through and including a period ending ninety days thereafter (the "Tolling Period"). 2. The Parties agree that the comments previously submitted by the County to the Planning Commission and the San Juan Capistrano City Council are sufficient to afford the County standing to bring the CEQA Litigation. A/73515158.I 3. If the County files the CEQA Lawsuit prior to the expiration of the Tolling Period noted above, the City and ARES agree not to assert any defense that the CEQA Litigation is time barred or untimely.. 4. The City and ARES will take no further action toward improving and/or developing the Project during the Tolling Period, 5. The terms of this Agreement constitute the entire agreement between the Parties regarding the tolling of any statutes of limitation or repose in the CEQA Litigation, and this Agreement may not be modified, altered or changed in any way except in writing signed by the Parties. 6. This Agreement is to be construed, interpreted and enforced in accordance with California law. Any action relating to the enforcement or interpretation of or otherwise arising out of this Agreement shall be brought only in Orange County Superior Court. 7. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each party represents and warrants that the individuals executing this Tolling Agreement on each party's behalf possesses full authority to execute this Agreement. Signatures by facsimile shall have the same_ force and effect as original signatures. 8. Each signatory declares that he or she is the person officially authorized to execute this Tolling Agreement on behalf of that entity. Dated: November , 2010 NICHOLAS S. CHRISOS, COUNTY COUNSEL, and ROGER P. FREEMAN, SENIOR DEPUTY By �...�. f Rog M. Freeman, Senior Deputy Attorneys Cor County of Orange Authorized by the Orange County Board of Supervisors on October S, 2010 pursuant to County Counsel litigation management authority. A173515168.1 Dated: October 5`-, 2010 ATTESTED BY: Dated: October 3—, 2010 Dated: October , 2010 THE CITY OF SAN JUAN CAPISTRANO By: Dr. Londres , Mayor SAN By: TRANO CITY CLERK SAN JUAN CAPISTRANO CITY By: Omar Sandoval Dated: October , 2010 "ADVANCED" ATTORNEY Advanced Group 99 -SJ, a California limited partnership By: Name: .Mi= t3 t,,TY2,<_-1,Y Title: 7 By: Name: Title: Advanced Group 03-79-2, a California limited partnership Name: Title: C 12- 7,Y -w-1 3 dvanc By: Name: Title: By: Name: Title: Al73515168.1 lk,vk