22-0519_CAPISTRANO UNIFIED SCHOOL DISTRICT_2nd Amd to Lease AgreementSECOND AMENDMENT TO THE STONE FIELD LEASE
This Second Amendment to the Stone Field Lease (Second Amendment), dated May 19,
2022, is hereby entered into by and between the Capistrano Unified School District, a public
agency (Lessor or CUSD) and the City of San Juan Capistrano, a public body, corporate and
politic (Lessee or City). The Lessor and Lessee are sometimes referred to in this Second
Amendment, each individually, as a "Party," or collectively, as the "Parties."
RECITALS
WHEREAS, Lessor currently owns certain real property located in the City of San Juan
Capistrano, commonly known as the "Capistrano Union High School" located at 31422 Camino
Capistrano, San Juan Capistrano (Orange County Assessor Parcel No. 124-190-23). A portion of
that property, located on the northern portion of Capistrano Union High School, is commonly
known as "Stone Field." Stone Field is currently used as a recreation facility;
WHEREAS, Lessor and Lessee entered into a lease, dated May 19, 1997, for City to
lease Stone Field (Lease). The Lease is attached hereto as Exhibit A-2 and is incorporated here
by this reference;
WHEREAS, the Lessor and Lessee entered into an "Amendment to Stone Field Lease"
(First Amendment) on February 25, 2002, for Lessee to construct improvements on the land,
including restrooms and bleacher facilities, on land adjoining the leased land owned by the
Lessor. The Amendment is attached hereto as Exhibit B-2 and incorporated herein by the
reference;
WHEREAS, the Lease currently expires, pursuant to Section 1.4 of the Lease, on or
about May 19, 2022; and
WHEREAS, the Lessee and Lessor are currently negotiating a potential lease renewal
that would, if approved by the Parties, allow Lessee to construct additional improvements on the
Stone Field property, including synthetic turf and field lighting (Joint Project);
WHEREAS, the Parties desire to extend the expiration date of the existing Lease to
December 31, 2022, in order to provide the Parties with additional time to consider the terms of a
potential long-term renewal of said Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the Parties agree as follows:
May 18, 2022May 18, 2022AGREEMENT 1. Extension of Lease Term. Section 1.4 of the Lease, entitled "Term," is hereby modified so as to extend the "Initial Term," as used in the Lease, through December 31, 2022. Notwithstanding any language to the contrary in the Lease or Amendment to Stone Field Lease, the Initial Term of the Lease shall now continue through December 31, 2022. 2. Except as otherwise specifically provided herein, all other provisions of the Lease as amended by the First and Second Amendment shall remain in full force and effect. Dated: --------APPROVED AS TO FORM: ATKINSON, ANDELSON, LOY A, RUUD & ROMO Jeffrey Hoskinson Dated: --------APPROVED AS TO FORM: BEST, BEST & KRIEGER 9#73~ Jeffery Ballinger, City Attorney LESSOR: CAPISTRAN FIED SCHOOL DISTRICT, a public agency Kirsten LESSEE: CITY OF SAN JUAN CAPISTRANO By: --------h,'--+-------Benjamin 2
Exhibit A-2
Lease of Stone Filed dated May 19, 1997
This lease of real property known as Stone Field (hereinafter the "Lease") is hereby entered
into as of May 19, 1997, by and among the CAPISTRANO UNIFIED SCHOOL DISTRICT, a
public agency (hereinafter the "Lessor"), and the CITY OF SAN JUAN CAPISTRANO, a public
body, corporate and politic (hereinafter the "Lessee").
Recitals
A. Lessor currently owns certain real property located in the City of San Juan Capistrano
and commonly known as the "Stone Field". The parcel is currently used as a recreation facility.
B. Lessee is engaged in the implementation of the Redevelopment Plan for the San Juan
Capistrano Central Redevelopment Project in the City pursuant to the California Community
Redevelopment Law, commencing with Health and Safety Code Section 33000.
C. Pursuant to the provisions of said law, Lessee may acquire and dispose of, by lease or
otherwise, any interest in real or personal property.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the
covenants and agreements contained herein, the parties hereto agree as follows :
ARTICLE 1. TERM OF LEASE
1. 1 Premises . Les sor is currently the owner of that parcel of real property located at
31422 Camino Capistrano, in the City of San Juan Capistrano, legally described in Exhibit "A11
,
incorporated herein by this reference, and referred to hereafter as the "Premises". Lessor agrees to
lease the Premises to Lessee and Lessee agrees to lease the Premises from Lessor upon the terms and
conditions expressed herein.
1.2 Reservation. Lessor reserves to itself, its successors, and assigns, together with the
right to grant and transfer all or a portion of the same, the non-exclusive right to enter upon the
Premises in accordance with any rights of Lessor set forth in this Lease.
1.3 Exceptions to Leasehold Estate. This Lease is made subject to all covenants,
conditions, restrictions, reservations, rights , rights-of-way, easements, and all other matters of record
or apparent upon a visual inspection of the Premises affecting the Premises or the use thereof on the
date this Lease is executed by Lessee.
1.4 Term. The initial term of this Lease shall run for twenty-five (25) years (the "Initial
Term"), commencing on May 19, 1997 (the "Commencement Date") and all terms, covenants and
conditions of the Lease shall become legally binding on the Commencement Date.
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1.5 Renewal of Lease. The twenty-five (25) year term of this Lease may be extended for
an additional 25-year period providing that Lessor reviews and approves a request for an additional 2s~year term as proposed byLessee.········· ············ ············ ···· ··········· ···································· ··························· ········ ······················· ··········· ···· ·· ···
ARTICLE II. CONSTRUCTION AND OWNERSHIP OF IMPROVEMENTS
2.1 Improvements. As of the Commencement Date, the Premises consists of the following:
(a) a dirt soccer field;
(b) with:
(i) manual irrigation system, with new quick coupling system (installed
by City);
(ii) City-added backflow system;
(iii) City added security wood rail fencing (north section of field);
(iv) two (2) soccer goal posts;
(v) backstop cyclone protective fence;
(vi) perimeter stone wall (varying 3' to 5' in height) running 1/2 of the
field.
2.2 Construction, Alteration, Renovation and Removal of Improvements. All
construction, alteration, renovation or removal of improvements on the Premises shall be at the sole
expense of Lessee, and shall require the written pennission of Lessor prior to commencement of such
activities, which permission shall not unreasonably be withheld or delayed. All costs associated with
the design, preparation or planning of any improvements on the Premises shall be borne by Lessee.
2.3 Ownership of Improvements and FF&E. All changes, alterations, improvements,
and additions to the Premises shall become the property of the Lessor upon expiration of the term of
the Lease, or upon termination thereof All furniture, fixtures and equipment (collectively, "FF&E")
that are made, constructed or placed on or in the Premises by Lessee, and all changes, alterations,
improvements and additions to the FF&E shall become the property of Lessee upon expiration of the
term of the Lease, or upon termination thereof.
ARTICLE III. RENT
3.1 Rent. During the term of this Lease, the value of the rent for Lessee's use of the
Premises shall be one-half of the value of interest on the purchase price of the Elementary School
664640007 Parcel purchased by Lessor from Lessee based upon payments due pursuant to Section
4 of the Second Amended and Restated Agreement for Cooperation, dated May 19, 1997. Pursuant
to Section 4.3 of that Agreement and consideration received pursuant thereto by Lessor, Lessor and
Lessee agree that Lessee shall have no obligation to make rent payments for Lessee's use of the
Premises for the term of this Lease. Upon the exercise of the option by Lessee or the assignee or
successor in interest of Lessee, as provided herein, the rent due for the use of the Premises for the
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option tenn shall be One (1) Dollar per year, payment of which may be waived by mutual agreement
of the· parties.
ARTICLE IV. USE OF PREMISES AND COMPLIANCE WITH LAW
4.1 Permitted Uses. Lessee shall only use the Premises for park or recreational purposes.
Lessee, at Lessee1s expense, shall promptly comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all governmental authorities having jurisdiction
affecting the Premises or the cleanliness, safety, occupancy and use of the same, whether or not any
such law, ordinance, order, rule, regulation or requirement is substantial, or foreseen or unforeseen,
or ordinary or extraordinary or shall necessitate structural changes of the Premises or interfere with
the use and enjoyment of the Premises. If any governmental license or permit shall be required for
the proper and lawful operation of the Premises, Lessee shall procure and thereafter maintain such
license or permit at its sole cost and expense and shall submit the same for inspection by Lessor.
4.2 Nondiscrimination. Lessee covenants for itself, its heirs, executors, administrators,
and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon
and subject to the condition that there shall be no discrimination against or segregation of any person
or group of persons on account of race, color, creed, religion, sex, age, national origin, ancestry,
associated with the construction, operation and maintenance of the Premises.
ARTICLE V. MAINTENANCE OF THE PREMISES
5.1 Lessee's Obligations for Maintenance. Lessee, at Lessee's expense and without cost
to Lessor, shall maintain or cause to be maintained in good order, condition, quality, and repair, the
Premises and every part thereof and any and all appurtenances thereto wherever located, and all other
repairs, replacements, renewals and restorations, ordinary and extraordinary, foreseen and unforeseen.
(a) Lessee's Obligations. If Lessee wishes to make any repairs to the Premises
which would result in a change in use of the Premises permitted by this Lease or materially affect the
value of the Premises or materially change the external structure or appearance of the Premises,
Lessee shall submit to Lessor for its approval documentation which describes the desired repairs,
including construction plans, building sections, building materials and components, samples of
proposed exterior building materials, and the like, to the extent relevant to the particular repair.
Lessor's approval shall be given within a reasonable period of time not to exceed thirty (30) days after
receipt by Lessor from Lessee of all necessary documents and information relating to such repairs
(which thirty [30] day period does not include the Lessor's normal development review requirements)
and such approval shall not be unreasonably withheld provided that the proposed repair shall not, in
Lessor's reasonable judgment, impair or diminish the value or structural integrity of the Premises over
the Tenn of the Lease, or not be in hannony with neighboring properties. Lessor's approval under
this paragraph shall not relieve Lessee of the obligation to comply with the planning, design review
and building regulations of the City. The thirty (30) day time limit set forth herein applies to Lessee's
right of review under this Lease and not to regulatory review.
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(b) Standard of Maintenance. Lessee shall keep and maintain the Premises in
a clean, sanitary and safe condition in accordance with the laws of the State of California and in
· · · · accordance· with a1r··airections~··ru1esarid regulations· ofthe··health offiCer~··fire··marshaI: building··
inspector or other proper officials of the governmental agencies having jurisdiction, and Lessee shall
comply with all requirements of laws and ordinances affecting the Premises, all at the sole cost and
expense of Lessee. At the time of the expiration of the tenancy created herein, the Lessee shall
surrender the Premises thereon in good order, condition and repair.
(c) Liens. Lessee shall keep the Premises, or any part thereof, free from any and
all liens arising out of any work performed, materials furnished or obligations incurred by or for
Lessee, and agrees to cause to be discharged of record any mechanic's or materialmen's lien or stop
notices within sixty (60) days after the lien has been filed or within ten (IO) days after receipt of
written request from Lessor, whichever shall be the sooner. Lessee shall give Lessor at least fifteen
( 15) days written notice prior to commencing or causing to be commenced any work on the Premises
so that Lessor shall have reasonable opportunity to file and post notices of non-responsibility for
Lessee's work. Lessee shall reimburse Lessor for any and all costs and expenses which may be
incurred by Lessor by reason of the filing of liens and/or removal of same, such reimbursement to be
made within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the
amount of the costs and expenses.
(d) Lessor's Substitute Performance. In the event Lessee fails, refuses or
neglects to commence and complete promptly and adequately any of the Premises required repairs
or maintenance, to remove any lien, to pay any cost or expense relating to such matters, or to
otherwise perform any act or fulfill any obligation required of Lessee pursuant to this Section 5. 1,
Lessor may, but shall not be required to, make or complete any such repairs, remove such lien, or pay
such cost and expense, and Lessee shall reimburse Lessor for all costs and expenses of Lessor thereby
incurred within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the
amount of such costs and expenses. If reasonably possible under the circumstances, Lessor shall give
Lessee written notice thirty (30) days prior to commencement of any substitute performance. Any
failure by Lessor to give such notice, however, shall not prejudice Lessor's rights hereunder or alter
Lessee's obligations hereunder. Lessor's rights and remedies pursuant to this subsection ( d) shall be
in addition to any and all other rights and remedies provided under this Lease or at law.
ARTICLE VI. INSURANCE AND INDEMNITY
6.1 Lessee's Insurance. Lessee, at no cost and expense to Lessor, shall procure and keep
in full force and effect during the Term, insurance policies, self-insurance, or pool insurance for
properties, improvements, activities and operations in a minimum amount of $1,000,000 on the
Property. In the event that Lessee fails to maintain in full force and effect such insurance policies,
self-insurance, or pool insurance, or fails to carry insurance required by law or governmental
regulation, Lessor may (but is without obligation to do so) at any time or from time to time, after
thirty (30) days1 written notice to Lessee, procure such insurance and pay the premiums therefor, in
which event Lessee shall repay Lessor all sums so paid by Lessor within fifteen ( 15) days following
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Lessor's written demand to Lessee for such payment.
6~2 Covenant to Indemnity and Hold Harmless. Lessor, its governing board,. officers, .
governing board members, agents and employees shall not be deemed to assume any liability for the
negligence of Lessee or any of its officers, agents or employees. Lessee agrees to indemnify, defend
and hold harmless Lessor, its governing board and each member thereof and every officer, employee
and agent from and against any and all liability, expense, including defense costs and legal fees, and
claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death,
personal injury, or property damage arising from or connected with the Lessee1s use of the Premises,
or arising from or connected with the Lessee's maintenance of the Premises in a dangerous condition.
6.3 Waiver of Subrogation. Each party hereto does hereby waive, remise, release and
discharge the other party hereto and the governing board, any officer, governing board member,
agent, employee or representative of such other party, of and from any liability whatsoever hereafter
arising from loss or damage for which insurance containing a waiver of subrogation is carried out by
the injured party under such insurance. Lessee shall, upon obtaining the policies of insurance required
hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
ARTICLE VII. UTILITY CHARGES
Lessee shall pay all charges for gas, water, sewer, electricity, telephone and other utility
services used on or in the Premises. If any such charges are not paid when due, Lessor may pay the
same by giving Lessee fifteen (15) days' prior written notice, and any amount so paid by Lessor shall
thereupon become due to Lessor from Lessee as additional Rent.
ARTICLE VIII. ASSIGNMENT AND SUBLETTING
8.1 Assignment to City of San Juan Capistrano. Lessor and Lessee agree that Lessee
shall be permitted to assign this lease, and the rights, obligations, and duties contained herein, to the
City of San Juan Capistrano. Said assignment shall have no effect upon the rent obligation of Lessee
as provided herein, unless mutually agreed in writing by Lessor, Lessee and City.
8.2 Lessor's Consent Required. Except as provided herein with respect to the
assignment to City, Lessee agrees and covenants (which covenants shall be binding upon the
successors of Lessee) that Lessee shall not, either voluntarily or by operation of law, assign, sell,
encumber, pledge or otherwise transfer all or any part of Lessee's leasehold estate hereunder, or
permit the Premises to be occupied by anyone other than Lessee, Lessee's employees or invitees, or
sublet the Premises, or any portion thereof, without Lessor's prior written consent, which shall not
be unreasonably withheld. No assignment, whether voluntary or involuntary, by operation oflaw,
under legal process or proceedings, by receivership, in bankruptcy, or otherwise, and no subletting
shall be valid or effective without such prior written consent, and at Lessor's election, shall constitute
a default.
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8.3 Lessee Remains Obligated. Unless a Sublease otherwise provides, no subletting or
assignment, even with the consent of Lessor, shall relieve Lessee of all of its obligations hereunder.
The ac:ceptiilice by Lessor of ari)'payment due hereunder from any person ·or entity other than Lessee
shall not be construed as a waiver by Lessor of any provision of this Lease or as a consent to any
assignment or subletting. Consent by Lessor to an assignment of this Lease or to a subletting of the
Premises shall not operate as a waiver or estoppel to the future enforcement by Lessor of its rights
pursuant to this Lease.
ARTICLE IX. DEFAULT
9.1 Events of Default. The word "default" shall mean and include any one or more of the
following events or occurrences:
(a) Termination for any reason of the Second Amended and Restated of the
Agreement for Cooperation, dated May 19, 1997, or non-performance by Lessor or Lessee of the
terms and conditions thereunder, after written notice of not less than thirty (30) days;
(b) The failure of Lessee to perfonn any term, condition, covenant or agreement of
this Lease, excluding the payment of Rent, and the continuation of such failure for a period of thirty
(30) days after Lessor shall have given Lessee written notice specifying the same, or in the case of
a situation in which the default cannot reasonably be cured within thirty (30) days, if Lessee shall not
promptly, within thirty (30) days after receipt of such notice, commence to remedy the situation by
a means that can reasonably be expected to remedy the situation within a reasonable period of time,
and diligently pursue the same to completion~
(c) The abandonment by Lessee of the Premises or a substantial portion thereof;
(d) Lesseets (i) application for, consent to, or suffering of, the appointment of a
receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general
assignment for the benefit of creditors; (iii) being adjudged a bankrupt; (iv) filing a voluntary petition
or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency
law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such
filing) or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive
days any attachment, levy, execution or seizure of all or a substantial portion of Lessee's assets or of
Lessee's interest in this Lease.
9.2 Remedies.
(a) Termination. In the event of any default by Lessee, including the expiration
of any applicable cure period, Lessor may terminate Lessee's right to possession of the Premises by
any lawful means, in which case this Lease shall terminate.
(b) Rental Value. In any action for unlawful detainer commenced by Lessor
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against Lessee by reason of any default hereunder, the reasonable rental value of the Premises for the
period of the unlawful detainer shall be deemed to be zero.
(c) Cumulative Remedies. Except as may be specifically provided herein, the
rights and remedies reserved to Lessor and Lessee herein, including those not specifically described,
shall be cumulative and, except as provided by California statutory or decisional law in effect at the
time, either Lessor or Lessee may pursue any or all of such rights and remedies at the same time or
otherwise.
(d) Lessor's Non-Waiver. No delay or omission of Lessor to exercise any right
or remedy shall be construed as a waiver of any right or remedy or of any default by Lessee
hereunder.
(e) Lessor's Reentry. Lessee hereby irrevocably consents to Lessor's peaceable
reentry, if Lessor so elects, to the Premises upon the occurrence of any of the events of default
specified in Article XI below, including the expiration of any applicable cure period.
(f) Lessor's Advances. In the event of any default by Lessee and the expiration
of any period expressly provided for herein for Lessee to cure such default after the delivery of notice
by Lessor, in addition to the other remedies granted herein to Lessor, Lessor may, but shall not be
obligated to do so, and without waiving or releasing Lessee from any obligations of this Lease, make
any payment or perform any other act on Lessee's part to be made or performed as provided in this
Lease. Any sum expended by Lessor to cure a default by Lessee shall become a charge payable by
Lessee to Lessor on demand.
9.3 Default by Lessor. Lessor shall not be deemed to be in default in the performance
of any obligation required to be performed by it hereunder unless and until it has failed to perform
such obligation within thirty (30) days after written notice by Lessee to Lessor specifying in
reasonable detail the nature and extent of any such failure; provided, however, that if the nature of
Lessor's obligation is such that more than thirty (30) days are required for its performance, then
Lessor shall not be deemed to be in default if it shall commence such performance within such thirty
(30) day period and thereafter diligently prosecutes the same to completion.
9.4 Legal Expenses and Collection Costs. If either party incurs any expense, including
actual costs of collection, reasonable attorneys' fees, expenses of discovery, preparation for litigation,
expert witness fees and litigation expenses and costs, in connection with any action or proceeding
instituted by either party by reason of any default or alleged default of the other party hereunder, the
party prevailing in such action or proceeding shall be entitled to recover its reasonable expenses from
the other party.
ARTICLE X. HOLDING OVER
This Lease shall terminate and become null and void without further notice upon the
expiration of the Term or the option period if exercised as herein specified, and any holding over by
Lessee after such expiration shall not constitute a renewal or extension hereof or give Lessee any
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rights under this Lease, except when in writing signed by both parties hereto.
ARTICLE XL··ACCESS BY·LESSOR··
Lessor and those agents, contractors, servants and employees of Lessor who are identified
in writing to Lessee shall have the right, after reasonable notice to Lessee, to enter the Premises
during normal business hours (a) to examine the Premises, to perform any obligation of Lessor or to
exercise any right or remedy reserved to Lessor in this Lease (b) to exhibit the Premises to
prospective purchasers, mortgagees or lessees ofLessor1s interest therein; (c) to make such repairs
as Lessor may be entitled to make after a default by Lessee under Article IX above, and ( d) to take
all materials into and upon the Premises that may be required in connection with such repairs,
provided that any such entry shall be perfonned in such a manner that does not unreasonably interfere
with Lessee's use of the Premises. If Lessor exercises its rights of entry in compliance with this
Article, such entry shall not constitute a constructive or actual eviction of Lessee, in whole or in part.
Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any
obligation, responsibility or liability whatsoever for the care, supervision or repair of the Premises.
ARTICLE XII. QUIET ENJOYMENT
Upon the observance and performance of all of the covenants, terms and conditions on the
part of Lessee to be performed hereunder, Lessor covenants and warrants that Lessee may peaceably
and quietly hold and enjoy the Premises for the Term.
ARTICLE XIII. TAXES
Lessee shall be responsible for, and agrees to pay, prior to delinquency, any and all taxes,
assessments, installments of taxes, levies, fees and other governmental charges of every kind or nature
(hereinafter collectively called 'Taxes") in the event such Taxes are levi ed or assessed by municipal,
county, state, federal, or other taxing or assessing authorities or Governmental agencies or entities
upon, against, or with respect to the Premises or any portion thereof
ARTICLE XIV. FORCE MAJEURE
In the event the perfonnance by either party of any of its obligations hereunder is delayed by
reason of the act or neglect of the other party, act of God, stormy or inclement weather, strike, labor
dispute, boycott, lockout or other like defensive action by such party, inability to obtain labor or
materials, governmental restrictions, riot, insurrection, war, catastrophe, casualty, act of the public
enemy, or any other cause, whether similar or dissimilar, beyond the reasonable control of the party
from whom such performance is due ("unavoidable delays"), the period for the commencement or
completion thereof shall be extended for a period equal to the period during which performance is
so delayed.
ARTICLE XV. MISCELLANEOUS
15.1 Waiver. The waiver by either Lessor or Lessee of any breach of any term, condition
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or covenant contained herein shall not be deemed a waiver of such term, condition or covenant or any
subsequent breach of the same or any other term, condition or covenant contained herein .
. , ... ""
15.2 Notices. All notices, demands or other writings to be made, given or sent hereunder,
or which may be so given or made or sent by either Lessor or Lessee to the other shall be deemed to
have been given when in writing and personally delivered or if mailed on the third (3rd) day after
being deposited in the United States mail, certified or registered, postage prepaid, and addressed to
the respective partes at their addresses set forth below:
To Lessor:
To Lessee:
Capistrano Unified School District
32972 Calle Perfecto
San Juan Capistrano, CA 92675
Attention: Deputy Superintendent
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Director of Administrative Services
15.3 Relationship of Parties. Nothing contained herein shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of
partnership or ofjoint venture between the parties hereto, it being understood and agreed that neither
the method of computation of rent, nor any other provision contained herein, nor any acts of the
parties herein, shall be deemed to create any relation:;;hip between the parties hereto other than the
relationship of Lessor and Lessee.
15.4 Time of Essence. Time is hereby expressly declared to be of the essence of this
Lease and of each and every term, covenant and condition hereof which relates to a date or period
of time.
15.S Remedies Cumulative. The remedies herein given to Lessor and Lessee shall be
cumulative and are given without impairing any other rights or remedies given Lessor and Lessee by
statute or law now existing or hereafter enacted, and the exercise of any one (I) remedy by Lessor
or Lessee shall not exclude the exercise of any other remedy.
15.6 Effect of Invalidity, If any term or provision of this Lease or the application thereof
to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of its terms and provisions to persons and circumstances other than those
to which it has been held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. No
acquisition by Lessor of all or any of the interest of Lessee in or to the Premises, and no acquisition
by Lessee of all or any interest of Lessor in or to the Premises shall constitute or work a merger of
the respective interest, unless expressly provided for.
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15. 7 Successors and Assigns. This Lease and the covenants and conditions contained
herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns
of Lessor and to the pennittedsuccessors and assigns ·of Lessee; and all· references·inthis• Lease to
"Lessee" or "Lessor" shall be deemed to refer to and include a permitted successors and assigns of
such party.
15.8 Entire Agreement. This Lease and the Second Amended and Restated Agreement for
Cooperation, dated May 19, 1997, and the exhibits incorporated herein, contain the entire agreement
of Lessor and Lessee with respect to the matters covered hereby, and no other agreement, statement
or promise made by either Lessor or Lessee which is not contained herein, shall be valid or binding.
No prior agreement, understanding or representation pertaining to any such matter shall be effective
for any purpose. No provision of this Lease may be amended or added to except by an agreement
in writing signed by Lessor and Lessee.
15.9 Warrant of Authority. Each individual executing this Lease on behalf of the entity
such individual purports to represent represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of said entity and that this Lease is binding upon same in
accordance with its terms.
15.10 Controlling Law. This Lease shall be governed by and construed in accordance with
the laws of the State of California.
15.11 Specific Performance. Nothing contained in this Lease shall be construed as or shall
have the effect of abridging the right of either Lessor or Lessee to obtain specific performance of any
and all of the covenants or obligations of the other party under this Lease.
15.12 Survival oflndemnities and Warranties. The obligations of the indemnifying party
under each and every indemnification and hold harmless provision contained in this Lease shall
survive the expiration or earlier termination of this Lease to and until the last to occur of (a) the last
date permitted by law for the bringing of any claim or action with respect to which indemnification
may be claimed by the indemnified party against the indemnifying party under such provision or (b)
the date on which any claim or action for which indemnification may be claimed under such provision
is fully and finally resolved. and, if applicable, any compromise thereof or judgment or award thereon
is paid in full by the indemnifying party and the indemnified party is reimbursed by the indemnifying
part for any amounts paid by the identified party in compromise thereof or upon judgment or award
thereon and in defense of such action or claim, including reasonable attorneys' fees incurred. The
representations, warranties, and covenants of the parties contained herein sh all survive the termination
of this Lease without regard to any investigation made by the parties.
c:\wpwin60\wpdocs\cusd\cusdarn4.yeo -10-05/28/97
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
Dated : ____ _
APPROVED AS TO FORM:
for Parker, Covert & Chidester
Special District Counsel
Dated: -------
APPROVED AS TO FORM:
Jf?Q.~mey
c:\wpwin60\wpdocslrusd\cusdam4.yeo
LESSOR:
CAPISTRANO UNIFIED SCHOOL DISTRICT,
a
LESSEE:
AN JU N CAPISTRANO
B l-L-~-
rough, City Manager
-11-05/28/97
I
EXHIBIT ''A" (Page 1 of 2)
Legal Description: Parcel A
That portion of Parcel l; Parcel-Map No: &0<853 in the city of San Juan Capistrano; county of Orange, state -
of California, as per map recorded in book 154, pages 33 and 34 of Parcel Maps in the office of the County
Recorder described as follows:
Beginning at the centerline intersection of Camino Capistrano and La Zanja Street; thence N 8ldeg.36'08,.,E
along the centerline of La Zanja Street 30.49' to the most westerly comer of said Parcel Map and the TRUE
POINT OF BEGINNING; thence along the centerline of La Zanja Street N 8 ldeg36'08"E 235.68'; thence
leaving said centerline S 23deg. l3'26"E 376.27'; thence S 70deg42'28"W 234.08' to the westerly line of
said Parcel Map No. 80-853; thence along the westerly line of said Parcel Map N22deg.4T08''W 385.53' to
a an angle point in said westerly line; thence along said westerly line Nl!''1eg.44'56"W 35.12' to the TRUE
POINT OF BEG.INNING.
See Exhibit A
EXHIBIT "A" (Page 2 of \
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EXHIBIT A
Exhibit B-2
Amendment to Stone Field Lease dated February 25, 2002
AMENDMENT TO STONE FIELD LEASE
This Amendment to the lease of the real· property known as Stone Field (hereinafter the "Lease")
is hereby entered into as of February 25, 2002, by and among the CAPISTRANO UNIFIED
SCHOOL DISTRICT, a public agency (hereinafter the "Lessor) and the CITY OF SAN JUAN
CAPISTRANO, a public body, corporate and politic (hereinafter the "Lessee").
RECITALS
WHEREAS, the Lessor and Lessee have entered into a lease for certain land known as Stone
Field, dated May 19, 1997, and,
WHEREAS, Lessee desires to construct certain improvements on said land, including restroom
and bleacher facilities, on land adjoining the leased land owned by the Lessor, and,
WHEREAS, Lessor has agreed to make additional land available to the Lessee for these
purposes,
NOW THEREFORE, Lessor and Lessee mutually agree as follows:
Section 1. Lease Amendment.
A) Section 1.1 of the lease is hereby amended to add certain land to the existing leased area,
more particularly described in Exhibit A, attached and incorporated herein by reference.
B) Section 2.1 of the lease is hereby amended to read as follows:
2.1 "Improvements. the Premises consists oftbe following:
(a) one(!) soccer field;
(b) with:
(i) manual irrigation system, with new quick coupling system
(installed by City);
(ii) City-added backflow system;
(iii) City added security wood rail fencing (north section of field);
(iv) two (2) soccer goal posts;
(v) backstop cyclone protective fence;
(vi) perimeter stone wall (varying) 3' to 5' in height) running l/2 of
the field.
( vii) stone bleachers
(c) 45' x24' stucco walled garage/storage structure w/ exception to a 24'
x 15' portion of the south end of the structure to be retained by the
school district for their use.
( cl) 115' x 76' asphalt parking area (15 spaces)
Section 2. Other Terms and Conditions.
All other tenns .. and.conditions of the Lease,. dated.May 19.,.1997, shallremain.fa.fullforceand
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above
written.
Dated: 1/z.8/ p z,.,.
ATTEST:
District Secretary
Dated:;?·-;2;2. -() 2_
ATTEST:
APPROVED AS TO FORM:
LESSOR:
CAPISTRANO UNIFIED SCHOOL DISTRICT,
a pub·
LESSEE:
CAPISTRANO,
RAYMONDR TOAl..1 RCE 16889
OLAV s, MEuM 1..s. 4384
MICHAELA. ROTH LS. 6211
TOAL ENGINEERING, INC.
CIVIL ENGINEERS, LAND PLANNERS AND LAND SURVEYORS
139 AVENIOA NAVARRO• SAN CLEMENTE, CA 92672
(949) 492-8586_ • FAX (949) 498-8625
e-'tti'a:il Toa'leng@aol.com
Exhibit "A"
Legal Description: Parcel A
JN 10713
That portion of Parcel 1, Parcel Map No. 80-853, in the City of San Juan Capistrano,
County of Orange, State of California, as per Map recorded in Book 154, Pages 33 and 34 of
Parcel Maps, in the office of the County Recorder of said Orange County, more particularly
described as follows:
Commencing at the centeriine intersection of Camino Capistrano and La Zanja Street;
thence North 81 °36'08" East along the centerline of La ZanjaStreet 30.49 feet to the most
Westerly comer of said Parcel Map and the TRUE POINT OF BEGINN!NG; thence continuing
along said center line North 81 °36'08" East 343 .91 feet to the most Northerly comer of said
Parcel Map; thence Southeasterly along the bound:;rry of said Parcel Map South 21 °43'57" East
136.43 feet; thence leaving said boundary South 67°38'43" West 81.30 feet; thence South
34°21 '56" West 23.43 feet; thence South 23°13'26" East 200.87 feet; thence South 70°42'28"
West 234.08 feet to the Westerly line of said Parcel Map; thence along said Westerly line North
22°47'08" West 385.53 feet to an anglepoint in said Westerly line; thence along said Westerly
line North 18°44'56" West 35.12 feet to the True Point of Beginning.
See Exhibit "A"
Olav S. Meum LS4384
JOB 107 I .J
, TOAL ENGINEERIN-~> INC. SHEET NO • ...:/ __ __ OF_/ ______ _
··.139 AVENf DA NAVAF-n<O
SAN CLEMENTE, CAUFORNIA 92672
(949}. ,4.92.-.,,,.8586
· CALCULATED BY,..:.;M:..:..::S:;..;.F__ DATE_·.:.../ -_____:_/.::.6_-..::;0.=.2 __ _
FAX (949) 498-8625
····-···-·
CHECKED BY_'------
SCALE I "=BO'
Sketoh to· Aooompany Legal Oesoription
Stone Field
San Juan Capistrano, California
i
i
i
i
N 81 DJ6'08" E 30.49'
PARCEL A
2.48 ACRES
DATE _____ ..;......_
N
SCALE: 1 "=80'
Olav S. Meum LS 4384
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ISOAADQF
TRUSTEES
Stl&LIAJ. riSNNISSS
Pmolll
. JOHN J. OASA!:lfANCA
Va~
OA. OUANE E. snFF
Olen(
SHEILAJ. filENE.CKE
M8111blll'
t,,11Ke OARNOU::,
J,,leml;lef
MARLSNE M. DF1APl:rl
~
OAVSTAL
KOCfiENDORFEA
Member
SUPERINY'EHDENT
DFI, JAMES A. FLEMING
DMSlot-1 OF
SU?POffl" IEfWIOU
J;:IANIEL J, CRAWFORD
~ &ii,.rlmimclent
JOE PllroN
~Dl~r
MalntanMce a. O!)l,nllionm
MAA!<BAUER
Cllteclorll
COfiatruCIIOl'I
WILLIAM J. CAJ...DWSLL
Olre¢1q.r
Food IIM Nutrillon Servk»&
MICMAEl PATTON
Director
Tram1partallon
' .... ;:::,-.... -, -
Capistrano ·Unified School Distric
32972 Calls Perfecto. San Juan Capistrano, Calitomla 82575
Transmitted Via Facsimile -949 493-3955
Joe Mankawicb, Associate Engineer
City of San Juan Capistrano
32400 Paseo Adelanto
San J\Jan Capistrano, California 92675
Regard.i.ng: Amendment to St-:,ne Field Agreement
Dear Mr. !vlankawich:
Excellence in Educati
Te,ephone {949) 488-70
Please be advised that the above~referenced amendment has been reviewed by
Capistrano Unified School District. Following approval by City of San Juan.
Capistrano City Council, CUSD plans to submit a board agenda item for approval
by the Board of Trustees at the February 25, 2002, board meeting. Thank you for
your assistance with this process.
Sincerely,
Joe Dixon, Executive Director
Maintenance and Operations
»J✓.~
Damel J. Crawford, Associate Superintendent
Support Services
JD:mf
Sr,;cty.Lcnc:rs/1Dto Ch)' SJC. Man!rnwich-Sumc f:iclri 2-0;2
~log. 111$ SOll!Mm .caittornlll eommun!l!f!e of
All&o Viejo• Coto <IC Cau • oen11 Point• i..aaera Fl4net, • La~n& NlpUIII• Ll!s Floros• M!so.lOJ'l Vlejc • Rancno S~nla M11ri;isrils • Sall Clt,mi,M• • Sat\ Juar, Cap!S"ttano • Talege
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Attachment 2
LEASE OF STONE FIELD
This lease of real property known as Stone Field (hereinafter the "Lease") is hereby entered
into as of May 19, 1997, by and among the CAPISTRANO UNIFIED SCHOOL DISTRICT, a
public agency (hereinafter the "Lessor"), and the CITY OF SAN JUAN CAPISTRANO, a public
body, corporate and politic (hereinafter the "Lessee").
Recitals
A. Lessor currently owns certain real property located in the City of San Juan Capistrano
and commonly known as the "Stone Field". The parcel is currently used as a recreation facility.
B. Lessee is engaged in the implementation of the Redevelopment Plan for the San Juan
Capistrano Central Redevelopment Project in the City pursuant to the California Community
Redevelopment Law, commencing with Health and Safety Code Section 33000.
C. Pursuant to the provisions of said law, Lessee may acquire and dispose of, by lease or
otherwise, any interest in real or personal property.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the
covenants and agreements contained herein, the parties hereto agree as follows:
ARTICLE 1. TERM OF LEASE
1.I Premises. Lessor is currently the owner of that parcel of real property located at
31422 Camino Capistrano, in the City of San Juan Capistrano, legally described in Exhibit "A",
incorporated herein by this reference, and referred to hereafter as the "Premises". Lessor agrees to
lease the Premises to Lessee and Lessee agrees to lease the Premises from Lessor upon the terms and
conditions expressed herein.
1.2 Reservation. Lessor reserves to itself, its successors, and assigns, together with the
right to grant and transfer all or a portion of the same, the non-exclusive right to enter upon the
Premises in accordance with any rights of Lessor set forth in this Lease.
l.3 Exceptions to Leasehold Estate. This Lease is made subject to all covenants,
conditions, restrictions, reservations, rights, rights-of-way, easements, and all other matters of record
or apparent upon a visual inspection of the Premises affecting the Premises or the use thereof on the
date this Lease is executed by Lessee.
1.4 Term. The initial term of this Lease shall run for twenty-five (25) years (the "Initial
Term"), commencing on May 19, 1997 (the "Commencement Date") and all terms, covenants and
conditions of the Lease shall become legally binding on the Commencement Date.
c: \wpwin60\wpdocs\cusd\cusdam4. yeo 05/28/97
1.5 Renewal of Lease. The twenty-five (25) year term of this Lease may be extended for
an additional 25-year period providing that Lessor reviews and approves a request for an additional
25-year term as proposed by Lessee.
ARTICLE II. CONSTRUCTION AND OWNERSHIP OF IMPROVEMENTS
2.1 Improvements. As of the Commencement Date, the Premises consists of the following:
(a) a dirt soccer field;
(b) with:
(i) manual irrigation system, with new quick coupling system (installed
by City);
(ii) City-added backflow system;
(iii) City added security wood rail fencing (north section of field);
(iv) two (2) soccer goal posts;
(v) backstop cyclone protective fence;
(vi) perimeter stone wall (varying 3' to 5' in height) running 1/2 of the
field.
2.2 Construction, Alteration, Renovation and Removal of Improvements. All
construction, alteration, renovation or removal of improvements on the Premises shall be at the sole
expense of Lessee, and shall require the written permission of Lessor prior to commencement of such
activities, which permission shall not unreasonably be withheld or delayed. All costs associated with
the design, preparation or planning of any improvements on the Premises shall be borne by Lessee.
2.3 Ownership of Improvements and FF&E. All changes, alterations, improvements,
and additions to the Premises shall become the property of the Lessor upon expiration of the term of
the Lease, or upon termination thereof All furniture, fixtures and equipment ( collectively, "FF&E")
that are made, constructed or placed on or in the Premises by Lessee, and all changes, alterations,
improvements and additions to the FF&E shall become the property of Lessee upon expiration of the
term of the Lease, or upon termination thereof
ARTICLE III. RENT
3.1 Rent. During the term of this Lease, the value of the rent for Lessee's use of the
Premises shall be one-half of the value of interest on the purchase price of the Elementary School
664640007 Parcel purchased by Lessor from Lessee based upon payments due pursuant to Section
4 of the Second Amended and Restated Agreement for Cooperation, dated May 19, 1997. Pursuant
to Section 4.3 of that Agreement and consideration received pursuant thereto by Lessor, Lessor and
Lessee agree that Lessee shall have no obligation to make rent payments for Lessee's use of the
Premises for the term of this Lease. Upon the exercise of the option by Lessee or the assignee or
successor in interest of Lessee, as provided herein, the rent due for the use of the Premises for the
c:\wpwin60\wpdocs\cusd\cusdam4.yeo -2-05/28197
option tenn shall be One (1) Dollar per year, payment of which may be waived by mutual agreement
of the parties.
ARTICLE IV. USE OF PREMISES AND COMPLIANCE WITH LAW
4.1 Permitted Uses. Lessee shall only use the Premises for park or recreational purposes.
Lessee, at Lessee's expense, shall promptly comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all governmental authorities having jurisdiction
affecting the Premises or the cleanliness, safety, occupancy and use of the same, whether or not any
such law, ordinance, order, rule, regulation or requirement is substantial, or foreseen or unforeseen,
or ordinary or extraordinary or shall necessitate structural changes of the Premises or interfere with
the use and enjoyment of the Premises. If any governmental license or permit shall be required for
the proper and lawful operation of the Premises, Lessee shall procure and thereafter maintain such
license or permit at its sole cost and expense and shall submit the same for inspection by Lessor.
4.2 Nondiscrimination. Lessee covenants for itself, its heirs, executors, administrators,
and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon
and subject to the condition that there shall be no discrimination against or segregation of any person
or group of persons on account of race, color, creed, religion, sex, age, national origin, ancestry,
associated with the construction, operation and maintenance of the Premises.
ARTICLE V. MAINTENANCE OF THE PREMISES
5.1 Lessee's Obligations for Maintenance. Lessee, at Lessee's expense and without cost
to Lessor, shall maintain or cause to be maintained in good order, condition, quality, and repair, the
Premises and every part thereof and any and all appurtenances thereto wherever located, and all other
repairs, replacements, renewals and restorations, ordinary and extraordinary, foreseen and unforeseen.
(a) Lessee's Obligations. If Lessee wishes to make any repairs to the Premises
which would result in a change in use of the Premises pennitted by this Lease or materially affect the
value of the Premises or materially change the external structure or appearance of the Premises,
Lessee shall submit to Lessor for its approval documentation which describes the desired repairs,
including construction plans, building sections, building materials and components, samples of
proposed exterior building materials, and the like, to the extent relevant to the particular repair.
Lessor's approval shall be given within a reasonable period of time not to exceed thirty (30) days after
receipt by Lessor from Lessee of all necessary documents and information relating to such repairs
(which thirty [30] day period does not include the Lessor's normal development review requirements)
and such approval shall not be unreasonably withheld provided that the proposed repair shall not, in
Lessor's reasonable judgment, impair or diminish the value or structural integrity of the Premises over
the Tenn of the Lease, or not be in hannony with neighboring properties. Lessor's approval under
this paragraph shall not relieve Lessee of the obligation to comply with the planning, design review
and building regulations of the City. The thirty (30) day time limit set forth herein applies to Lessee's
right of review under this Lease and not to regulatory review.
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(b) Standard of Maintenance. Lessee shall keep and maintain the Premises in
a clean, sanitary and safe condition in accordance with the laws of the State of California and in
accordance with all directions, rules and regulations of the health officer, fire marshal, building
inspector or other proper officials of the governmental agencies having jurisdiction, and Lessee shall
comply with all requirements of laws and ordinances affecting the Premises, all at the sole cost and
expense of Lessee. At the time of the expiration of the tenancy created herein, the Lessee shall
surrender the Premises thereon in good order, condition and repair.
(c) Liens. Lessee shall keep the Premises, or any part thereof, free from any and
all liens arising out of any work performed, materials furnished or obligations incurred by or for
Lessee, and agrees to cause to be discharged of record any mechanic's or materialmen's lien or stop
notices within sixty (60) days after the lien has been filed or within ten (10) days after receipt of
written request from Lessor, whichever shall be the sooner. Lessee shall give Lessor at least fifteen
(15) days written notice prior to commencing or causing to be commenced any work on the Premises
so that Lessor shall have reasonable opportunity to file and post notices of non-responsibility for
Lessee's work. Lessee shall reimburse Lessor for any and all costs and expenses which may be
incurred by Lessor by reason of the filing of liens and/or removal of same, such reimbursement to be
made within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the
amount of the costs and expenses.
(d) Lessor's Substitute Performance. In the event Lessee fails, refuses or
neglects to commence and complete promptly and adequately any of the Premises required repairs
or maintenance, to remove any lien, to pay any cost or expense relating to such matters, or to
otherwise perform any act or fulfill any obligation required of Lessee pursuant to this Section 5 .1,
Lessor may, but shall not be required to, make or complete any such repairs, remove such lien, or pay
such cost and expense, and Lessee shall reimburse Lessor for all costs and expenses of Lessor thereby
incurred within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the
amount of such costs and expenses. Ifreasonably possible under the circumstances, Lessor shall give
Lessee written notice thirty (30) days prior to commencement of any substitute performance. Any
failure by Lessor to give such notice, however, shall not prejudice Lessor's rights hereunder or alter
Lessee's obligations hereunder. Lessor's rights and remedies pursuant to this subsection ( d) shall be
in addition to any and all other rights and remedies provided under this Lease or at law.
ARTICLE VI. INSURANCE AND INDEMNITY
6.1 Lessee's Insurance. Lessee, at no cost and expense to Lessor, shall procure and keep
in full force and effect during the Term, insurance policies, self-insurance, or pool insurance for
properties, improvements, activities and operations in a minimum amount of $1,000,000 on the
Property. In the event that Lessee fails to maintain in full force and effect such insurance policies,
self-insurance, or pool insurance, or fails to carry insurance required by law or governmental
regulation, Lessor may (but is without obligation to do so) at any time or from time to time, after
thirty (30) days' written notice to Lessee, procure such insurance and pay the premiums therefor, in
which event Lessee shall repay Lessor all sums so paid by Lessor within fifteen (15) days following
c:\wpwin60\wpdocs\cusd\cusdam4.yeo -4-05/28/97
Lessor's written demand to Lessee for such payment.
6.2 Covenant to Indemnify and Hold Hannless. Lessor, its governing board, officers,
governing board members, agents and employees shall not be deemed to assume any liability for the
negligence ofLessee or any of its officers, agents or employees. Lessee agrees to indemnify, defend
and hold harmless Lessor, its governing board and each member thereof and every officer, employee
and agent from and against any and all liability, expense, including defense costs and legal fees, and
claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death,
personal injury, or property damage arising from or connected with the Lessee's use of the Premises,
or arising from or connected with the Lessee's maintenance of the Premises in a dangerous condition.
6.3 Waiver of Subrogation. Each party hereto does hereby waive, remise, release and
discharge the other party hereto and the governing board, any officer, governing board member,
agent, employee or representative of such other party, of and from any liability whatsoever hereafter
arising from loss or damage for which insurance containing a waiver of subrogation is carried out by
the injured party under such insurance. Lessee shall, upon obtaining the policies of insurance required
hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
ARTICLE VII. UTILITY CHARGES
Lessee shall pay all charges for gas, water, sewer, electricity, telephone and other utility
services used on or in the Premises. If any such charges are not paid when due, Lessor may pay the
same by giving Lessee fifteen (I 5) days' prior written notice, and any amount so paid by Lessor shall
thereupon become due to Lessor from Lessee as additional Rent.
ARTICLE VIII. ASSIGNMENT AND SUBLETTING
8.1 Assignment to City of San Juan Capistrano. Lessor and Lessee agree that Lessee
shall be permitted to assign this lease, and the rights, obligations, and duties contained herein, to the
City of San Juan Capistrano. Said assignment shall have no effect upon the rent obligation of Lessee
as provided herein, unless mutually agreed in writing by Lessor, Lessee and City.
8.2 Lessor's Consent Required. Except as provided herein with respect to the
assignment to City, Lessee agrees and covenants (which covenants shall be binding upon the
successors of Lessee) that Lessee shall not, either voluntarily or by operation of law, assign, sell,
encumber, pledge or otherwise transfer all or any part of Lessee's leasehold estate hereunder, or
permit the Premises to be occupied by anyone other than Lessee, Lessee's employees or invitees, or
sublet the Premises, or any portion thereof, without Lessor's prior written consent, which shall not
be unreasonably withheld. No assignment, whether voluntary or involuntary, by operation oflaw,
under legal process or proceedings, by receivership, in bankruptcy, or otherwise, and no subletting
shall be valid or effective without such prior written consent, and at Lessor's election, shall constitute
a default.
c:lwpwm601wpdocslousd\cusdam4.yeo -5-05/28197
8.3 Lessee Remains Obligated. Unless a Sublease otherwise provides, no subletting or
assignment, even with the consent of Lessor, shall relieve Lessee of all of its obligations hereunder.
The acceptance by Lessor of any payment due hereunder from any person or entity other than Lessee
shall not be construed as a waiver by Lessor of any provision of this Lease or as a consent to any
assignment or subletting. Consent by Lessor to an assignment of this Lease or to a subletting of the
Premises shall not operate as a waiver or estoppel to the future enforcement by Lessor of its rights
pursuant to this Lease.
ARTICLE IX. DEFAULT
9.1 Events of Default. The word "default" shall mean and include any one or more of the
following events or occurrences:
(a) Termination for any reason of the Second Amended and Restated of the
Agreement for Cooperation, dated May 19, 1997, or non-performance by Lessor or Lessee of the
terms and conditions thereunder, after written notice of not less than thirty (30) days;
(b) The failure ofLessee to perform any term, condition, covenant or agreement of
this Lease, excluding the payment of Rent, and the continuation of such failure for a period of thirty
(30) days after Lessor shall have given Lessee written notice specifying the same, or in the case of
a situation in which the default cannot reasonably be cured within thirty (30) days, if Lessee shall not
promptly, within thirty (30) days after receipt of such notice, commence to remedy the situation by
a means that can reasonably be expected to remedy the situation within a reasonable period of time,
and diligently pursue the same to completion;
(c) The abandonment by Lessee of the Premises or a substantial portion thereof;
( d) Lessee's (i) application for, consent to, or suffering of, the appointment of a
receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general
assignment for the benefit of creditors; (iii) being adjudged a bankrupt; (iv) filing a voluntary petition
or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency
law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such
filing) or (v) suffering or permitting to continue unstayed and in effect for fifteen (I 5) consecutive
days any attachment, levy, execution or seizure of all or a substantial portion of Lessee's assets or of
Lessee's interest in this Lease.
9.2 Remedies.
(a) Termination. In the event of any default by Lessee, including the expiration
of any applicable cure period, Lessor may terminate Lessee's right to possession of the Premises by
any lawful means, in which case this Lease shall terminate.
(b) Rental Value. In any action for unlawful detainer commenced by Lessor
c:\wpwin60\wpdocs\cusd\cusdam4.yeo -6-05/28/97
against Lessee by reason of any default hereunder, the reasonable rental value of the Premises for the
period of the unlawful detainer shall be deemed to be zero.
(c) Cumulative Remedies. Except as may be specifically provided herein, the
rights and remedies reserved to Lessor and Lessee herein, including those not specifically described,
shall be cumulative and, except as provided by California statutory or decisional law in effect at the
time, either Lessor or Lessee may pursue any or all of such rights and remedies at the same time or
otherwise.
(d) Lessor's Non-Waiver. No delay or omission of Lessor to exercise any right
or remedy shall be construed as a waiver of any right or remedy or of any default by Lessee
hereunder.
(e) Lessor's Reentry. Lessee hereby irrevocably consents to Lessor's peaceable
reentry, if Lessor so elects, to the Premises upon the occurrence of any of the events of default
specified in Article XI below, including the expiration of any applicable cure period.
(f) Lessor's Advances. In the event of any default by Lessee and the expiration
of any period expressly provided for herein for Lessee to cure such default after the delivery of notice
by Lessor, in addition to the other remedies granted herein to Lessor, Lessor may, but shall not be
obligated to do so, and without waiving or releasing Lessee from any obligations of this Lease, make
any payment or perform any other act on Lessee's part to be made or performed as provided in this
Lease. Any sum expended by Lessor to cure a default by Lessee shall become a charge payable by
Lessee to Lessor on demand.
9.3 Default by Lessor. Lessor shall not be deemed to be in default in the performance
of any obligation required to be performed by it hereunder unless and until it has failed to perform
such obligation within thirty (30) days after written notice by Lessee to Lessor specifying in
reasonable detail the nature and extent of any such failure; provided, however, that if the nature of
Lessor's obligation is such that more than thirty (30) days are required for its performance, then
Lessor shall not be deemed to be in default if it shall commence such performance within such thirty
(30) day period and thereafter diligently prosecutes the same to completion.
9.4 Legal Expenses and Collection Costs. If either party incurs any expense, including
actual costs of collection, reasonable attorneys' fees, expenses of discovery, preparation for litigation,
expert witness fees and litigation expenses and costs, in connection with any action or proceeding
instituted by either party by reason of any default or alleged default of the other party hereunder, the
party prevailing in such action or proceeding shall be entitled to recover its reasonable expenses from
the other party.
ARTICLE X. HOLDING OVER
This Lease shall terminate and become null and void without further notice upon the
expiration of the Term or the option period if exercised as herein specified, and any holding over by
Lessee after such expiration shall not constitute a renewal or extension hereof or give Lessee any
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rights under this Lease, except when in writing signed by both parties hereto.
ARTICLE XL ACCESS BY LESSOR
Lessor and those agents, contractors, servants and employees of Lessor who are identified
in writing to Lessee shall have the right, after reasonable notice to Lessee, to enter the Premises
during normal business hours (a) to examine the Premises, to perform any obligation of Lessor or to
exercise any right or remedy reserved to Lessor in this Lease (b) to exhibit the Premises to
prospective purchasers, mortgagees or lessees of Lessor's interest therein; ( c) to make such repairs
as Lessor may be entitled to make after a default by Lessee under Article IX above, and ( d) to take
all materials into and upon the Premises that may be required in connection with such repairs,
provided that any such entry shall be performed in such a manner that does not unreasonably interfere
with Lessee's use of the Premises. If Lessor exercises its rights of entry in compliance with this
Article, such entry shall not constitute a constructive or actual eviction of Lessee, in whole or in part.
Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any
obligation, responsibility or liability whatsoever for the care, supervision or repair of the Premises.
ARTICLE XII. QUIET ENJOYMENT
Upon the observance and performance of all of the covenants, terms and conditions on the
part of Lessee to be performed hereunder, Lessor covenants and warrants that Lessee may peaceably
and quietly hold and ertjoy the Premises for the Term.
ARTICLE XIII. TAXES
Lessee shall be responsible for, and agrees to pay, prior to delinquency, any and all taxes,
assessments, installments of taxes, levies, fees and other governmental charges of every kind or nature
(hereinafter collectively called "Taxes") in the event such Taxes are levied or assessed by municipal,
county, state, federal, or other taxing or assessing authorities or Governmental agencies or entities
upon, against, or with respect to the Premises or any portion thereof
ARTICLE XIV. FORCE MAJEURE
In the event the performance by either party of any of its obligations hereunder is delayed by
reason of the act or neglect of the other party, act of God, stormy or inclement weather, strike, labor
dispute, boycott, lockout or other like defensive action by such party, inability to obtain labor or
materials, governmental restrictions, riot, insurrection, war, catastrophe, casualty, act of the public
enemy, or any other cause, whether similar or dissimilar, beyond the reasonable control of the party
from whom such performance is due ("unavoidable delays"), the period for the commencement or
completion thereof shall be extended for a period equal to the period during which performance is
so delayed.
ARTICLE XV. MISCELLANEOUS
15.1 Waiver. The waiver by either Lessor or Lessee of any breach of any term, condition
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or covenant contained herein shall not be deemed a waiver of such term, condition or covenant or any
subsequent breach of the same or any other term, condition or covenant contained herein.
15.2 Notices. All notices, demands or other writings to be made, given or sent hereunder,
or which may be so given or made or sent by either Lessor or Lessee to the other shall be deemed to
have been given when in writing and personally delivered or if mailed on the third (3rd) day after
being deposited in the United States mail, certified or registered, postage prepaid, and addressed to
the respective partes at their addresses set forth below:
To Lessor:
To Lessee:
Capistrano Unified School District
32972 Calle Perfecto
San Juan Capistrano, CA 92675
Attention: Deputy Superintendent
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Director of Administrative Services
15.3 Relationship of Parties. Nothing contained herein shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of
partnership or of joint venture between the parties hereto, it being understood and agreed that neither
the method of computation of rent, nor any other provision contained herein, nor any acts of the
parties herein, shall be deemed to create any relation;hip between the parties hereto other than the
relationship of Lessor and Lessee.
15.4 Time of Essence. Time is hereby expressly declared to be of the essence of this
Lease and of each and every term, covenant and condition hereof which relates to a date or period
of time.
15.5 Remedies Cumulative. The remedies herein given to Lessor and Lessee shall be
cumulative and are given without impairing any other rights or remedies given Lessor and Lessee by
statute or law now existing or hereafter enacted, and the exercise of any one (I) remedy by Lessor
or Lessee shall not exclude the exercise of any other remedy.
15.6 Effect of Invalidity, If any term or provision of this Lease or the application thereof
to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of its terms and provisions to persons and circumstances other than those
to which it has been held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. No
acquisition by Lessor of all or any of the interest of Lessee in or to the Premises, and no acquisition
by Lessee of all or any interest of Lessor in or to the Premises shall constitute or work a merger of
the respective interest, unless expressly provided for.
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15. 7 Successors and Assigns. This Lease and the covenants and conditions contained
herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns
of Lessor and to the permitted successors and assigns of Lessee, and all references in this Lease to
"Lessee" or "Lessor" shall be deemed to refer to and include a permitted successors and assigns of
such party.
15.8 Entire Agreement. This Lease and the Second Amended and Restated Agreement for
Cooperation, dated May 19, 1997, and the exhibits incorporated herein, contain the entire agreement
of Lessor and Lessee with respect to the matters covered hereby, and no other agreement, statement
or promise made by either Lessor or Lessee which is not contained herein, shall be valid or binding.
No prior agreement, understanding or representation pertaining to any such matter shall be effective
for any purpose. No provision of this Lease may be amended or added to except by an agreement
in writing signed by Lessor and Lessee.
15.9 Warrant of Authority. Each individual executing this Lease on behalf of the entity
such individual purports to represent represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of said entity and that this Lease is binding upon same in
accordance with its terms.
15.10 Controlling Law. This Lease shall be governed by and construed in accordance with
the laws of the State of California.
15.H Specific Performance. Nothing contained in this Lease shall be construed as or shall
have the effect of abridging the right of either Lessor or Lessee to obtain specific performance of any
and all of the covenants or obligations of the other party under this Lease.
15.12 Survival oflndemnities and Warranties. The obligations of the indemnifying party
under each and every indemnification and hold harmless provision contained in this Lease shall
survive the expiration or earlier termination of this Lease to and until the last to occur of (a) the last
date permitted by law for the bringing of any claim or action with respect to which indemnification
may be claimed by the indemnified party against the indemnifying party under such provision or (b)
the date on which any claim or action for which indemnification may be claimed under such provision
is fully and finally resolved, and, if applicable, any compromise thereof or judgment or award thereon
is paid in full by the indemnifying party and the indemnified party is reimbursed by the indemnifying
part for any amounts paid by the identified party in compromise thereof or upon judgment or award
thereon and in defense of such action or claim, including reasonable attorneys' fees incurred. The
representations, warranties, and covenants of the parties contained herein shall survive the termination
of this Lease without regard to any investigation made by the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
Dated: ____ _
APPROVED AS TO FORM:
for Parker, Covert & Chidester
Special District Counsel
Dated: -------
APPROVED AS TO FORM:
JB~mey
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LESSOR:
CAPISTRANO UNIFIED SCHOOL DISTRICT,
a
LESSEE:
AN JU N CAPISTRANO
B
rough, City Manager
-11-05/28/97
Legal Description: Parcel A
I
EXHIBIT "A" (Page 1 of 2)
That portion of Parcel I, Parcel Map No. ll0-853 in the city of San Juan Capistrano, county of Orange, state
of California, as per map recorded in book 154, pages 33 and 34 of Parcel Maps in the office of the County
Recorder described as follows:
Beginning at the centerline intersection of Camino Capistrano and La Zanja Street; thence N 8ldeg.36'08"E
along the centerline of La Zanja Street 30.49' to the most westerly comer of said Parcel Map and the TRUE
POINT OF BEGINNING; thence along the centerline of La Zanja Street N 8ldeg36'08"E 235.68'; thence
leaving said centerline S 23deg. i3'26"E 376.27'; thence S 70deg42'28"W 234.08' to the westerly line of
said Parcel Map No. 80-853; thence along the westerly line of said Parcel Map N22deg. 47'08"W 385. 53 · to
a an angle point in said westerly line; thence along said westerly line Nl?'1eg.44'56"W 35.12' to the TRUE
POINT OF BEGINNING.
See Exhibit A
EXHIBIT "A" (Page 2 o:f:' \.
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