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13-1022_ACCRETIVE REALTY INVESTMENTS, LLC_2nd Amd to Purchase and Sale Agreement SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Second Amendment") is dated as of October 22, 2013, between CITY OF SAN JUAN CAPISTRANO,as Seller, ("City") and ACCRETIVE SAN JUAN PARTNERS, LLC,a California limited liability company, as Buyer t"B vier"). RECITAL A. Prior to the date hereof, Accretive Realty Investments, LLC ("ARI") and City executed that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of March 26, 2013, as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated August 6, 2013 (as amended, the "Original Agreement"), pursuant to which City agreed to sell to ARI, or its permitted assignee, and ARI, or its permitted assignee, agreed to buy from City.the "Property" as defined and on the terms and conditions set forth therein. Also prior to the date hereof, and pursuant to the Original Agreement, ARI assigned its interests in the Original Agreement to Buyer. B. The parties desire to amend the Original Agreement pursuant to the terms and conditions set forth below. C. The Original Agreement as amended by this Second Amendment is referred to in this Second Amendment as the "Agreement." Any capitalized terms used but not defined in this Second Amendment shall have the meanings assigned to such terms in the Original Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: I. Access Easements. Buyer acknowledges that there are several existing utility dedications and easements recorded against the Property in favor of City that run with the land, and as of the Close of Escrow, shall be binding on Buyer and its successive owners. To the extent such easements do not already grant the City access rights to such easements, then, at City's request, Buyer shall execute any and all documents necessary to grant City such access rights; provided, however,that such access rights shall be reasonable and consistent with Buyer's planned development on the Property as shown on that certain Site Plan approved by the Planning Commission of the City on Sepjember 24, 2013. The documents executed by Buyer pursuant to this Section 1 shall be in recordable form, and shall be delivered by Buyer to Escrow Holder at least one (1) business day prior to the Closing. Escrow Halder is instructed to record such documents in the Office of the County Recorder of the County of Orange following the recordation of the Grant Deed. 2. Valve Work, The City, in its governmental capacity (and not in its proprietary capacity as an owner of the Property) has conditioned the issuance of a grading permit for the Property, to the completion prior to grading of that certain valve work as more particularly set forth in Exhibit "I" attached hereto and incorporated herein by this reference, to the extent located on the Property (the "Valve Work"). Buyer shall perform the Valve Work subject to reimbursement by the City pursuant to the terms and conditions of this Second Amendment. Within twenty (20) Business Days after Buyer notifies City that the Valve Work has been completed, the City shall review and inspect the Valve Work and either accept or reject the Valve Work (including, in the case of rejection, a reasonably detailed explanation of the reason(s) for such rejection)by written notice to Buyer. Buyer shall be deemed to have satisfied the foregoing grading permit condition if the City either (i) provides written notice to Buyer of its approval of the Valve Work within such twenty (20) Business Day period or (ii) fails to provide written notice to Buyer of its disapproval (together with a reasonably detailed explanation of the reasons therefor) within such twenty (20) Business Day period. "Business Day" shall mean and refer to a calendar day, excluding Saturdays, Sundays and California state or national holidays. 3. Holdback. Upon the Close of Escrow, Escrow Holder shall withhold from City's proceeds the amount of One Hundred Thousand Dollars ($100,000), which sum shall be held by Escrow Holder in a segregated escrow account (the "Escrow Holdback"). Such funds shall be invested in an interest bearing account, with all interest accruing thereunder to be added to the Escrow Holdback for the benefit of City. The parties shall execute such additional escrow instructions as Escrow Holder may reasonably require in order to administer the Escrow Holdback, provided that they are not inconsistent with the Agreement or this Second Amendment. All escrow charges associated with the Escrow Holdback shall be paid by the City. The Escrow Holdback shall be utilized for the payment of costs and expenses associated with the Valve Work. Buyer shall be entitled to draw funds for the reimbursement of such costs and expenses from the Escrow Holdback, by delivering a written demand to Escrow Holder with a copy to City specifying the amount to be reimbursed to Buyer for the Valve Work,together with copies of invoices and other appropriate supporting documentation evidencing such amount, which shall be subject to City's approval, which City shall not unreasonably withhold, condition or delay. City's failure to deliver written notice to Buyer and Escrow Holder objecting to any amount demanded by Buyer, within five(5)business days of its receipt of Buyer's demand, shall conclusively be deemed City's approval of such demand. Escrow Holder shall disburse the amount demanded to Buyer within one(1)business day after receipt of the written demand from Buyer and the written approval, or deemed approval, of City to such demand. Upon the full and complete completion of the Valve Work (as evidenced by the City's acknowledgment that the grading permit condition referenced in Section 2 above has been satisfied in full) and the full reimbursement of Buyer for the costs and expenses incurred by Buyer in connection with the Valve Work, Escrow Holder shall release to City all funds remaining in the Escrow Holdback, less Escrow Holder's fees and costs. Escrow Holder shall release such remaining funds to City upon receipt of written request from City and from Buyer, which Buyer covenants to provide promptly after satisfaction of the prerequisites for such release. 4. Performance of Valve Work. Provided that the Close of Escrow occurs, Buyer shall cause the Valve Work to be performed after the Close of Escrow in a good and workmanlike manner and City agrees to promptly reimburse Buyer for all costs and expenses actually incurred by Buyer in the performance of the Valve Work, including without limitation all fees and permitting costs. 2 5. Approved Contractor. After the Close of Escrow, Buyer shall cause the Valve Work to be performed by a licensed and insured contractor, reasonably acceptable to the City ("Approved Contractor"). Buyer will provide a copy of the selected bid to the City, which bid shall be subject to City's approval if the amount quoted in such bid exceeds $75,000 for the completion of the Valve Work. Buyer shall be responsible for hiring the Approved Contractor and making payments directly to the Approved Contractor for work performed in connection with the Valve Work, subject to reimbursement by the City. Buyer shall require the Approved Contractor to add the Buyer and City as additional insureds to any insurance policy obtained by the Approved Contractor in connection with the Valve Work. 6. Indemnity, Following City's acceptance and approval of the Valve Work as provided above, City hereby agrees to defend, indemnify and hold harmless Buyer from and against all actions, proceedings, claims, demands, penalties, loss, liability, expenses, damages, and costs (including reasonable attorneys' fees and costs) arising from or in any way relating to the Valve Work, including without limitation, the design.or construction of the Valve Work (the "Claims"). Notwithstanding the foregoing, as a condition to the foregoing indemnity, Buyer shall assign to City, as a non-exclusive assignment the following: (i) any and all warranties with respect to the design and construction of the Valve Work provided by Approved Contractor and (ii)Buyer's rights to pursue claims against the Approved Contractor with respect to the design and construction of the Valve Work. Notwithstanding anything to the contrary set forth in this Agreement, City's indemnity set forth in this Section 6 shall specifically exclude the following: (i) any liens or encumbrances on the Property caused or permitted by Buyer and arising from or in any way related to the Valve Work so long as City reimbursed Buyer for such work as provided in this Second Amendment; (ii) any disputes for payment by any contractor arising out of or in any way related to the Valve Work so long as City reimbursed Buyer for such work as provided in this Second Amendment; and (iii)any bodily injury, death or damage to property on the Property arising out of or in any way related to any act or omission in connection with the performance of the Valve Work (excluding any design or construction defect with respect to the Valve Work)(collectively,the "Excluded Claims"). 7. Release. Effective upon City's acceptance and approval of the Valve Work as provided above, City waives,releases,discharges and forever relinquishes any and all Claims, whether known or unknown,direct or indirect, foreseeable or unforeseeable,which City may have or claim to have against the Buyer(the"Released Claims"); provided, however,that the Released Claims shall not include, and Buyer shall not be released from,any Excluded Claims. City waives California Civil Code §1542,which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." THE CITY ACKNOWLEDGES AND AGREES THAT IT MAY HEREAFTER DISCOVER FACTS OR LAW DIFFERENT FROM OR IN ADDITION TO THOSE WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. THE CITY ACKNOWLEDGES AND AGREES THAT THE RELEASE IT 3 IS PROVIDING SHALL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS OR LAW OR ANY PARTIES' DISCOVERY THEREOF. THE CITY SHALL NOT BE ENTITLED TO ANY RELIEF IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR ANY RIGHT OR CLAIM TO SET ASIDE OR RESCIND THIS AGREEMENT. &. Closing Date. Notwithstanding anything to the contrary set forth in the Original Agreement, but subject to the satisfaction or waiver of the conditions precedent thereto set forth in the Agreement,the Closing shall occur no later than October 25,2013. Any and all references to the Closing Date and the Outside Closing Date shall mean October 25,2013. 9. Survival. The obligations set forth in this Second Amendment shall survive the Close of Escrow. 10. Miscellaneous. This Second Amendment shall be governed and construed in accordance with the laws of the State of California. The parties acknowledge that, with respect to the transactions contemplated herein, each party and its counsel have reviewed and revised this Second Amendment and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Second Amendment, This Second Amendment also constitutes an amendment to the escrow instructions in the Original Agreement. This Second Amendment may be executed in counterparts, each of which will be deemed a duplicate original and all of which taken together shall constitute one document. The parties may execute and deliver this Second Amendment by forwarding electronically transmitted copies hereof, which shall have the same binding effect as original signatures, and the parties hereby waive any defense to validity based on any such copies or signatures. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the dates set forth opposite their signatures below. Com: CITY OF SAN JUAN CAPISTRANO a mun, ipal rporatio By: Joh Taylor, ayor Date:N7 . c • c�� A est: By: I orris,City Clerk Approved as to By: Hans Van Ligten, City Attorney Buyer: ACCRETIVE SAN JUAN PARTNERS, LLC, a California limited liability company BY: Accretive Realty Investments,LLC,a California limited liability company, its managing member By: Name: Thomas LeBeau Title: President Date: October 22 2013 5 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814& Civil Code 118 1) On October 22; 2013, before me, Maria Morris, City Clerk personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) f W1TNF d and official seal. I M a s, ity Clerk OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Second Amendment to Purchase & Sale Agreement ana Joint bscrow Mayor Insuructions Signers are Representing City of San Juan Capistrano Original EXHIBIT"1" SCOPE OF WORK Replace gate valves (GV) GV-D8-49, &48. GV#49 is a 14" GV in a 14" line, replace in kind. GV#48 is a 12" GV in a 12" line, replace in kind. Add 2-inch air-vac at GV-DS-48 per standard detail W-16. Replace GV-D8-50, Exist GV. is 10" GV in 14" Steel line w/ expander/reducer. New GV is to be a 12" GV with new 14"x12" reducer/expander assembly. Add new blow off per detail std water detail W-3 at GV-D8-50. All work to be per the City's Standard Specifications for Domestic and Recycled Water Facilities. (See existing plans, sheets DW000867, & 8; sta 162 -86. And details on sheets 4871, #872 for information on existing pipeline.) 6 0 % -251 2..,RR Replace GV-D8-49, & 48. GV#49 is Z Ri Zl\% in a 14" line, replace in kind. GV#4E 50 'A A f2 GV in a 12" line, replace in kind. Ad I'll -, air-vac at GV-D8-48 per standard dE ;329 3�0�2 (See existing plans, sheets DWOOOE 31071 6662 162+86. And details on sheets #87, -33 -� 310 75 31082 1 0 31G82 1.22 78 0& 31099 2 "TX EL-RO 09 3 2 31 I 2 1 4 31 3-5 i27,, -27 26 4 11 T - 2'RR 725 z I if 7 RR �2? 31 3112 7 331;3129 1 77 -78 1 6 3 C8 '81 330\ 31182 7 3-�'- -0 rn 31192 -A 31 rn A' U) 31202 -P- 31201 31202 Replace GV-D 312�2 in 14" Steel lin 311,2.1 129 31212 30 1 7 R 79 7 JRRNew GV is to I \jjpLOS PAJAR -- 06-ACS 5CIL 69 reducer/expan 'k 7r 31241 f blow off per d( 17 16 (See existing 1 3326 sta 162+86. P #872.) (n 0 71 2 32 8 1 � 7 RR 3.11282 1, 3282 312,82 333 31 d82 31241 312el 3,292 31292 3a2 IRR 3129� Nb 335 P� 31302 3130' 334' j-,- 31301 m C) PRV 13' f DWPV46 J13 14 Z S 31 322 P ; 336 R 31fv fZ RR 216 23 333" If ------ 63 AC? 6C % \66 65 J 202 t r S T -4 OG-F� LA 1�7205 2 7 2 F� —A 12 PV M 2 6 70 X-z @2010. 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Eu. \, CAW ELL ROGKW Ctt•/6.H2 VALVE OR APPROVED eQUAL �j Z&Cmlcm MSP-,�_G O'T4=!G"LEOULEti _I14•CTV"lac 1 6• IW I.D.% /'MR RELEASE $AIR VACUUM VALVE 1'OEY'N+PPLE+VCLO[��_-\ - ! Ir D.. Z:p+ I 1:0•: -tl.O. 18'I.O.• M AM QELEA5E G AIR VACUUM VE ALVTO PIPE ` 24'1.0,_ V AIR RELHASE L AIR VACUUM VAWG !•,, __ IG"CN1Cu µyP 4'. G_•14"QE DGfC '146V. I C "' '�• _. 20't 0. ' 1=0''. 1'O1�0 IC i 1-G :M'ATIOU Or AIR RELEA5E 6 AIR VACUUM VALVES - - +-- --f- ---- —--t-----+—rr; 9TA 54-00-2'A¢E AV VALVE / 14'-CMICA4 W5 9'.0=f4".t0"REDUCE4 �rO•G-V,.�I, m WA 84+2-+ -Z AZ It AV VALVE_SEE DETAIL® ^TA.100,00- I'A C E AV VALVE \' 5TA•122+60- 1' AR.tt��AV VALVe� 3TA.145/?: -I Aq B AV VALVE STA.171.73 ! ARGAV VALVE TYPICAL AIR f2F-LEASE. AWD A10 VACUUMVALVE _TYPICALJDETAiL OF-MAM- Lily' 5CAL E 3/4"•V-0'------ _ — UOT TO 5CALE APPAGa K. EAr�TILY 4LY�uti-O Y4 LVE :Or::� ANO WK ALr1A MH RA r0'JlV L-Rti BLIND FLANGE /A-3000 OR AI'PRCVEC [QUAL BOLTED TD APPQOx.EX157r+L)q (:;P0UUT3 Sfe"DETwit COMt-ANION FLANCE- _- r ^ ..__._..___ .__a�•�..-: T.� ., ,-_mac___ _�'' CMJCM WOP 6'J. P . 1 W -9 tU1V-iA+..FA.J h Liz n y� 2.'LO.CUTLET PIPE '� 2�l} E•I.TIIq ..kE TO QOAq DRA+NACTE F�tyb > _ fj LEVEL i• �� fC Nv ir..L.PAG. _._ - \ li /CM IVSP co FIPE .. UrTf- r y e !. v wEliEVE2 PJ-_e-_P;.E-SPECIAL F LOCATIU OF f3LOM/-OFF3 ASSEMBLIES '_# 5E LSED. STA-'">•00. 7L'M L'< W.BLOW OFF I r•S7uH•.�uT 2.TLE ZAOCE <'TO¢ iMAIE PU PIF ORA. 9 4S91L 24"Al.l•6 SLOW Off\ c•a•'srue-oVT CLEAXTUR 5.0 5E •SMICI KALIC�k- A " +3w IG"M.L.'• L'SLOW off�• , 5if core. ','7QU LOCATI . SEE SP- TI 115 !,nE •57A.,IZ74+SB 16 A4L• L'SLOV+ 3fP.e• --=, j'.St.E LaCAr10U CHART- TNIg �I-1E ♦STAR IZ7 *85 t4 —F j 5EE DETAIL,'13'. 1 „ -'"�" -----7=YP1-A- f�F_TA I L-t�i_A!Al L I FLANORD OF EX 15 TIUC FL ANOED e+G'TE VALVE 812'SAZ,0L "E""SO•ELL I[itvA:J5T 14 FLANGED FLPn-GED UO'r' TO ,1ALE P" !'SLOW - QFF ASSEMBLY f + SCALE 6/41•1-0.. 11 1. L-SLOW OFF A54EMHLY IDENTICAL [%GEPT f.R Lrr+C 312E 2,?IPE ASSEMBLY 3ALVAT4t2ED 5TeEL-STA1OAHO STRCMGTH ENO OF 6X13TILIrj.EASTeQU_ X16 1i1 COwTQACT ®1R TME BOTTOM SO' ELBOW WAS TURNED 45• TO TME LEFT IN ORDER �TE2A NSM1S5lOA) LIVE 20' SAN JUALJ CAPI5T13A TO REACN THE SURFACE. 1.0. CAL/CM. W 5-P. REMOVE EXIZVOG P. L�!l 45•BEND LEFT OF/.THE !ND OF TME G'GLLV,PIPE IS IS.FROM RJW FENCE COUNECT TO 20'CM G' PIPE ST:CLS STRAK+wT OVT FROM THE VALVE. f'UST 7'7 OR APPROVE' E_X15TIUC1 . + IO ' EOF 20 LIUE• PIPE EUCASEO THQOUG►IOUT EXISTILIG PIPEuue G �2YiF eX15TIL)Cw LO'i ' i /10!wS.P2� -... — LACE k�VtGTAULu zo aflvF- zo_ -~ `MAN MOLE ACCI f \� � SES'DETAIL COUNECTI01J1 T �XiSTl1JG EASTT TQANSMISSIOI�1 Li►;�E AT STAT I Al O-27.S_• '` =- Norr. AS CONSTRUCTED P } _t CAN:tv2 CA=iSl-ftANO ROAD —10" STJP. ! 7) f -{ATI:JN F9:NT.1 _ -`C vP. 24"T.". '=—' ti��` .:TH 5'_ •C rLti:E_-:EE DE7 tLe STA.It_,-17.27 {J" STUB-OUT STA';rJ•,: E6+ l'.;7 c—� TYPI Cfi.< c L �� srA=c z�s 20"Icv n t -\ FLANJE; NO.v ANGLE PIECE Ca TO 22r/z° INCLllSIv_E_ 2 70';66155' / -!;TAI`•— _ - GJEit22iiTC't7°InItlu_riE 45`To 67h` I+�CWStvE - 1-- 48 99" 3C' JVEK 67:4`TO 1. ° (NCLUS1VA - I Y D`Cr DN of - -Lcm: LE,s- - LAq, SaR- WE kICTAUt'_CDLLAA E�.�' 1"� -^tJiT:IUC' 1 TM = e ._ ON THIS SECTIO:• GETA L5,5E=1,77LS T _ e 4L —� PLAN-ALTERNATE rLOSiN,3 LEN:3TFi(IN 71-ACE OF �' �T -i<�'.' P.E'. .V,c-=.' •RCYE�'T";} 2 F�upL:i.Lr. 1, CL051N6 LENGTH CF PIPE 54A,L 9R FAORI.A TEL'N 5'A•!O! SE-L 4T^14E END AND STRAIS.T AT-1E OFPOZ;"! END ANL HAVE' CEMENT K:.TRTAR L•'•N= "AD [OAr n_ iP v11T., FOA ITS _NT!RE- _ENSTH.IT SHAD ME TRE AE :`N5®, .T -W! E Z:%''A•-C.:.14 G4_') T:T 74FOAM TME 5F71,,Ek A=70 TIF PA87:'A':•,S LPNS•'i rF 7r!IS ! >N _ C.- t Alj'V'1.� 2 7-.E CE,TICI• CF V;'S tOL`_Or,-,1: -H' CLCS,ws E-::I, .5-ALL 3L F.I.c a d :N THE n-TM A WC TAULIC COLLAR LNE)OF FII):EP 512E IT 8.IAL4 ALSC r AVE.A OE'UE 0IT y:1H A 5040 PL ANGEr LOCATEO NEAR 2NO+:GH TO THE vKTA,JUC E40 OF"H6 PI FC TO BE 6'r9Q AS A—N0 NOTE TO MORTAR -F+E :NSILe .:F TME 3- WMEN THE FAECEED— AND FOLL0W14S 6E.1 ON;' iF 7.PE —E BEEN LA%D.N THE Y F.' THF" CLOWNS 5AP S..-L SE .ACC:RA'ELY ME A9UREL AND A P:EL0 , T MADE Ac'-.'JF:.N'GLY, _ iAUF. DEIN.a TA✓,EN Nol TC EALESSIVELY C:.tP OR CP4.R ',•E Ctm*NT MOFTAR LINING � e_ 160' a" THF COAT�N6 sK DE CH,FPED BACK ANOA 0010.E NOW�F S j °AJOE NIRS SHALL 8E -9 PULLED T+GHT AND WELDED TO THE STEEL .YLINDER TAEN Chv E+.EL WITH CEMENT "lk_,C TY- v_ _ MCRTAR . .i._. _._- °.LD WELD A OCTA:L1^ C]LLAA END. LCP 0.E SFONDI*+G TO -E ONE ON"E7 tOLLO-_NG F E EC TION OR a PE,TO THE STEEL CYLINDER BY AN AFPPD VEU ELL.T :ARG METH)C,AND IMSU SMp.,S., SpeaS�/� REPLACE BY HAMD ANY CE ME VT MORTAR .WNG DESTRJTEL DURING-r t.CUTT-S OR :tiELD NG PgJCE5�+,4¢:GS TOPLACLNG THE PIPE 1N THt- GQ>VNO. AF'r EQ THE CLO',JLT HAS BEEN MADE- Bv'USE- JF T.+F-i"h AN:n p I I ~—•�t ,C..E pQ JV DEO:PLATEI: t r13-IAa 80t.4. '.�,j,t t.4 l 6 SHE rLOSI OF TIAE _,3!NT .VITN LEFT 'AOEREU , ® THE CLOSING LEN$T4 HALL BE LEFT JNCDVERE7 P.�v +:.�aCT.DM YTME RrSIO`.:"•T F tIS'NLLER ANC,/Oe THE IIVSF F-C TOR,AL50 uN'..L RLL tI+L K')4 CA T:C rt:T5 "AA 22.71 . SEEN COM iL i-"ED ANi.^ EX:ERTE7 BV TME J•D S. �-___� •-�__0 - __ j�I ____ -_ r'r - 25 11 z'9T n fp I PRD£TAL•C.44TI LS lS.Yt6.TOM 9 UNDISTOR.3Z4 EARTH �a a1E L°"O C. SCALE h'<ILp.• SECT iON_ &B. ._ SCALE.h"=iL4" (�A WRAP EXPOSED BOLTS AND FLANGES 8" BLIND FLANGE W/3" TAP, W/ WAX TAPE PER AWWA C217, 50 MIL INSTALL INSULATING FLG KIT WAX TAPE PER AWWA 0209 BRASS HOSE ADAPTER POTTER ROEMER 2830 OR APPROVED EQUAL 2.5" BRASS FIRE HOSE NOZZLE W/CAP & CHAIN METER BOX 24" X 36" (BROOKS #67) 4" FLGD T, OR 2 INCH FIP BRONZE 4"' FLGD TAPPING BALL VALVE PER CSJC W-11 SLEEVE-CML&C PEA GRAVEL WATER LINE VALVE BOX PER CITY STD PLAN W-13 6" MIN/12" MAX 8" FLGD CML&C SPOOL + 8"X4" FLGD (LENGTH AS REQ CML&C TEE f A A A PUSH ON r� 4" RWGV, FLG PUSH-ON A I AND RISER PER CSJC W-13 THRUST BLOCK PER CSJC W-14 4 CML&C SPOOL LENGTH AS REQUIRED L4" CML&C FLG 90' ELBOW 4" PVC, CL 305 OR 8" BLIND FLANGE CML&C STEEL CLASS 300 THRUST BLOCK PER CSJC W-14 fi! } REVISIONS CITY O F SAN STD. NO. NO. DATE APPROVED / "�. JUAN C PTRANO i A APPROVE J a ^NATER ENGINEERING" AGER DATE SHEET 1 OF 2 ITEM NO. DESCRIPTION 0.D. 2 PIECE PLASTIC COVER ((SANOSTONE 2 COLOR) BY PIPELINE PRObVCTS ,. MODEL III VCAS-1830 j, (tel AIR & VACUUM RELIEF VALVE �J (SEE SECTION 15089) N 10 r 3 5 �3 BRASS CLOSE NIPPLE L 4 BRONZE BALL VALVE-FjxFlP W/ SHUT OFF. FORD B11-44 1 B11-777 2 1 146 5 MIP THREAD X SWEAT ADAPTER TCONI® C. PAD WITH 8 x 6 WIRE MESH 90' BEND SWEAT — — /, r\. if 8 CORPORATION STOP MIP x FIP 13 BgQ BRONZE SERVICE SADDLE CONNECT TO STEEL PIPE PER DETAIL W-1 OR W-2 AS REQUIRED 4 OUTLET HOOD VENT CAP I 1 1 APCO MODEL 140-28, OR EQUAL 7� .-=r COPPER TUBING, TYPE K RIGID I 5 VALVE BOX & RISER PER W-13 �E LS3 4` PVC SLEEVE 3/8' x 4' STAN[LESS STEEL "J " "\\ SOLT.AND NUT. VALVE COVER AND PAD DIMENSIONS VALVE DIMENSIONS SIZE O.D. H L A B C 1" 18" 30" 24" 30" 54- 6- 2- 24" 36" 310" 36" 6Q" 6" CONSTRCUTIQN NOTES 1. REFER TO DRAWINGS W — 1 OR W —2 FOR ACCEPTABLE MATERIALS. 2. MARK AIR—VAC PER SECTION 15151. 3. PROVIDE AND INSTALL AIR—VAC PER SECTION 15089. 4. SET BACK DISTANCE PER TRAFFIC REQUIREMENTS, OR 30", WHICH EVER IS GREATER. 5. INSTALL PIPE VERTICAL OR SLOPED UPWARDS AT ALL POINTS. REvIsias CITY OF SAN STD. Na. Ida. DATE APPROVED ��, =�-y JUAN CAPISTRANO APPR�IIED , s %WATER ENGINEANAGER DATE SHEET 1 OF 2 C:\CVWOSM\W-i BA VALVE ASSEMBLY LOCA I ON PLATS 3' OR WIDER FADE OF CURB � PARKWAY 130- ON SIDEWALK 6` a WIDE OR LESS -- --- --- 7 - T VALVE BOX r VALVE GOFER ` I-- SIDEWALK -I A --- COINC CASE 2 CASE 1 (NO SIDEWALK PLANNED) OR SIDEWALK ADJACENT TO CURB SIDEWALK NOT ADJACENT TO CURB REVISIONS CITY O S�,!,'µ STd. NO. NO-[ APPROVED PPROVEd � JUAN SAP STRAND J J APP "RdVED / ATER R DATE SHEET 2 OF 2 Ft\GVWDST0\W-1ee, Recorded in Official Records,Orange County FIRSTAFECORAMERICAN REQUESTED Hugh Nguyen,Clerk-Recorder NATIONAL HO UILD COMM PANY ER SERVICES SUBDIVISION DEPARTMENT I II I I I IIII II IIIA VIII VIII VIII IIII VIII I III I III II I II I I I III II 35w MM * $ R 0 0 0 6 2 8 1 2 9 0 $ 2013000599304 8:00 am 10/25113 RECORDING REQUESTED BY AND 276 402 Q01 F13 3 WHEN RECORDED MAIL TO: 0.00 0.00 0.00 20.00 6.00 0.00 0.00 0.00 Rutan& Tucker, LLP 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 Attn: Hans Van Ligten, Esq. (Space Above this Line is for Recorder's Use Only) DOCUMENTARY TRANSFER TAX IS ...Computed on the consideration or value of property conveyed;OR .Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a conveyance of an agreement and the consideration and value is less than$100.009 R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record owner*thereof, any and all of its right, title, and interest created by that certain Reimbursement Agreement for Construction of Rancho Viejo Road recorded in the Office of the County Recorder of Orange County,California,on October 7, 1987, as Instrument No. 87-565077,with respect to property described in Exhibit"A" attached hereto. CITY: Date: October , 2013 CITY OF SAN JUAN CAPISTRANO a mu 'cip corpo ion By: o Ta or, M yor "`Accretive San Juan Partners, LLC,a California Limited liability company 22021028428-0002 6258200.1 a10/14/13 RECORDING REOMSTED W. FIRST AMERICAN TRLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMW RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Rutan &Tucker, LLP 611 Anton Blvd., 14"'Floor Costa Mesa, CA 92626 Attn: Hans Van Ligten, Esq. (Space Above this Line is for Recorder's Use Only) DOCUMENTARY TRANSFER TAX IS$ -0-R ...Computed on the consideration or value of property conveyed;OR . .Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a_conveyance of an agreement and the consideration and value is less than$100.00,_R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record owner-�thereof, any and all of its right, title, and interest created by that certain Reimbursement Agreement for Construction of Rancho Viejo Road recorded in the Office of the County Recorder of Orange County, California, on October 7, 1987, as Instrument No. 87-565077, with respect to property described in Exhibit"A" attached hereto. CITY: Date: October � , 2013 CITY OF SAN JUAN CAPISTRANO a mu 'cip corpo ion By: oh Ta or, M yor *Accretive San Juan Partners, LLC,a California Limited liability company 2202/028428-0002 6258200.1 a10114/13 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 118 1) On October 22, 2013, before me, Maria Morris, City Clerk, personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) l r. f Wil hand and official seal. M rri�,-CCity l k OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Quitclaim Deed - RE: Reimbursement Mayor Agreement for Construction of Rancho Viejo Road-Lot 217 TR 12954 Signers are Representing City of San Juan Capistrano Original EXHIBIT A LEGAL DESCRIPTION The real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: LOT 217 OF TRACT NO, 12954, AS SHOWN ON A MAP RECORDED IN BOOK 597, PAGES 1 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, AMENDED BY CERTIFICATES OF CORRECTION RECORDED MARCH 7, 1988 AS INSTRUMENT NO. 88-101888 AND MARCH 8, 1988 AS INSTRUMENT NO. 88-105141 ALL OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 650-592-01 and 650-592-02 2202/028428-0002 6258200.1 a10/14/13 -2- Recorded in Official Records,Orange County RECORDING REQUESTED W. Hugh Nguyen,Clerk-Recorder AMERICAN TITLE COMPA NATI NY I IIII I I I I IIII IIID II II III I I II II I I III I I I IIII I II I I I IIII NATIQNALHOMEBUILDERSERVICES 35 SUBDIVISION DEPARTMENT * $ R 0 0 0 6 2 8 1 2 9 1 $ 2013000599305 8:00 am 10/25113 RECORDING REQUESTED BY AND 276 402 0101 F13 3 WHEN RECORDED MAIL TO: 0.00 0.00 0.00 20.00 6.00 0.00 0.00 0.00 Rutan& Tucker, LLP 611 Anton'Blvd., 14th Floor Costa Mesa, CA 92626 Attn: Hans Van Ligten, Esq. (Space Above this Line is for Recorder's Use Only) DOCUMENTARY TRANSFER TAX IS$ -0-* ...Computed on the consideration or value of property conveyed;OR .Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a conveyance of an agreement and the consideration and value is less than$100.00,R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record owner thereof, any and all of its right, title, and interest created by that certain Surety Agreement for Grading, Landscaping and On-Site Improvements (Including Golf Course) recorded in the Office of the County Recorder of Orange County, California, on October 7, 1987, as Instrument No. 87-565078, with respect to property described in Exhibit"A" attached hereto. CITY: Date: October g, 2013 CITY OF SAN JUAN CAPISTRANO a m 'cipal corporaTin By: �)L� — Jo Tayl r, Ma r *Accretive San Juan Partners, LLC,a California Limited liability company 2202/028428-0002 6258382.1 x10/14/13 RECORDING REQUESTED W. FIRST AMERICAN TITLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Rutan & Tucker, LLP 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 Attn: Hans Van Ligten, Esq. T�92]1U-� (Space Above this Line is for Recorder's Use Only) DOCUMENTARY TRANSFER TAXIS$ -0-* ...Computed on the consideration or value of property conveyed;OR . ..Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a conveyance of an agreement and the consideration and value is less than$100.00,R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record ownerl'thereof, any and all of its right, title, and interest created by that certain Surety Agreement for Grading, Landscaping and On-Site Improvements (Including Golf Course) recorded in the Office of the County Recorder of Orange County, California, on October 7, 1987, as Instrument No. 87-565078, with respect to property described in Exhibit"A"attached hereto. CITY: Date: October 2013 CITY OF SAN JUAN CAPISTRANO a municipal corpora 'on By: Jo Tayl r,Ma r *Accretive San Juan Partners,LLC,a California Limited liability company 2202/028428-0002 6258382.1 a10/14/13 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 118 1) On October 22, 2013, before me, Maria Morris, City Clerk, personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) WIJE $ . hand and ItO fficial seal. Maria s�Giy;clerk' OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Quitclaim Deed—RE: Surety Agreement for Mayor Grading, Landscaping and On-Site Improvements(Including Golf Course) —Lot Signers are Representing 217 TR 12954 City of San Juan Capistrano Original EXHIBIT A LEGAL DESCRIPTION The real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: LOT 217 OF TRACT NO. 12954, AS SHOWN ON A MAP RECORDED IN BOOK 597, PAGES 1 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, AMENDED BY CERTIFICATES OF CORRECTION RECORDED MARCH 7, 1988 AS INSTRUMENT NO. 88-101888 AND MARCH 8, 1988 AS INSTRUMENT NO. 88-105141 ALL OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 650-592-01 and 650-592-02 2202/028428-0002 6258382.1 al0/14/13 -2- Recorded in Official Records,Grange County RECORDING REQUESTED 9Y!IFIRST AMERICAN TMLE COMPANY Hugh Nguyen,Clerk-Recorder SU°NASIBDNISION DEPARTMENT ARTMENT EFl 11111111111111 IIIII�111111111111111111111111111111111111111111111111 III13500 6U * $ R 0 0 0 6 2 8 1 2 9 2 $ 2013000599306 8:00 am 10125113 RECORDING REQUESTED BY AND 276 402 001 F13 3 WHEN RECORDED MAIL TO: 0.00 0.00 0.00 20.00 6.00 0.00 0.00 0.00 Rutan&Tucker, LLP 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 Attn: Hans Van Li ten, Esq. (Space Above this Line:s for Recorders Use Only) DOCUMENTARY TRANSFER TAX IS S -0-* ...Computed on the consideration or value of property conveyed;OR .Computed on the consideration or value less liens pr encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a conveyance of an agreement and the consideration and value is less than$100.00,R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record owner thereof, any and all of its right, title, and interest created by that certain Subdivision Improvement Agreement recorded in the Office of the County Recorder of Orange County, California, on October 7, 1987, as Instrument No. 87- 565079, with respect to property described in Exhibit"A"attached hereto. CITY: Date: October ° , 2013 CITY OF SAN JUAN CAPISTRANO a mu 'cip corpor on By: _ Jo ayl *Accretive San Juan Partners, LLC,a California Limited liability company 2202/028428-0002 6258393.1 a10/14/13 RECORDING REQUESTED St FIRST AMERICAN TITLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Rutan& Tucker, LLP 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 Attn: Hans Van Li ten, Esq. UN 151u_ (Space Above this Line is for Recorder's Use Only) DOCUMENTARY TRANSFER TAX IS$ -0-* ...Computed on the consideration or value of property conveyed;OR ...Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name This is a conveyance of an agreement and the consideration and value is less than$100.00,R&T 11911 QUITCLAIM DEED For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City of San Juan Capistrano, a municipal corporation, does hereby remise, release, and quitclaim to the record owner"thereof, any and all of its right, title, and interest created by that certain Subdivision Improvement Agreement recorded in the Office of the County Recorder of Orange County, California, on October 7, 1987, as Instrument No. 87- 565079, with respect to property described in Exhibit"A"attached hereto. CITY: Date: October cr , 2013 CITY OF SAN JUAN CAPISTRANO a mu 'cip corpor t on By: Jo ayl , Ma o *Accretive San Juan Partners, LLC,a California Limited liability company 2202/028428-0002 6258393.1 a10/14/13 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 &Civil Code 118 1) On October 22, 2013, before me, Maria Morris, City Clerk, personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) WITN nd and official seal. Maria orris, ity Clerk OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Quitclaim Deed — RE: Subdivision Mayor Improvement Agreement—Lot 217 TR 12954 Signers are Representing City of San Juan Capistrano Original EXHIBIT A LEGAL DESCRIPTION The real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: LOT 217 OF TRACT NO. 12954, AS SHOWN ON A MAP RECORDED IN BOOK 597, PAGES 1 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, AMENDED BY CERTIFICATES OF CORRECTION RECORDED MARCH 7, 1988 AS INSTRUMENT NO. 88-101888 AND MARCH 8, 1988 AS INSTRUMENT NO, 88-105141 ALL OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 650-592-01 and 650-592-02 2202/028428-0002 _ 6258393.1 a10/14/13 -2 Recorded in Official Records,Orange County Hugh Nguyen,Clerk-Recorder I 111111 11�111111111111111 PII 111111111111111111111111111111111124.00 * $ R 0 0 0 6 2 8 1 2 9 3 $ 2013000599307 8:00 am 10/25113 276 402 T01 F13 6 0.00 0.00 0.00 0.00 15.00 0.00 0.00 0.00 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Rutan&Tucker, LLP 611 Anton Blvd.,.14'h Floor Costa Mesa, CA 92626 Attn• Hans Van Ligten, Esq. (SPACE ABOVE FOR RECORDER'S USE) TERMINATION OF RESTRICTIVE COVENANT AND QUITCLAIM DEED This Termination of Restrictive Covenant and Quitclaim Deed (the "Termination") is entered into this 'a-q_ day of 0e-4 ken , 2013, by and between Marbella Development Company, a California general partnership ("Marbella"), and City of San Juan Capistrano ("City") (hereinafter collectively referred to as the"Parties"). RECITALS: A. In February 1988, Marbella conveyed to City certain property located in the City of San Juan Capistrano, State of California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property") by recording Tract No. 12954 on February 29, 1988 in the Orange County Recorder's Office as Instrument No. 88-088244 in Book 597, Pages 1 to 34, inclusive of miscellaneous maps (the "Conveyance Instrument"). B. The Conveyance Instrument purports to grant the Property to the City for public institutional purposes only (the"Use Restriction"). C. The Parties wish to terminate the Use Restriction and Marbella wishes to quitclaim to City any and all remaining interests and rights Marbella may have in the Property. WHEREAS,based upon the foregoing Recitals, which are incorporated into the text of this Agreement by this reference, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both Parties, the Parties hereby agree as follows: 1. Termination of Use Restriction. Marbella and City, on behalf of themselves and their respective successors-in-interest, agree that the Use Restriction is hereby irrevocably terminated and released in its entirety and shall be of no further force or effect as to the Property, the City or any successor-in-interest to any of City's right, title, or interest in or to any portion of the Property. 22021028428-0002 6123415 -1- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Rutan & Tucker, LLP 611 Anton Blvd.;,141h Floor Costa Mesa, CA 92626 Attn: Hans Van Ligton, Esq. (SPACE ABOVE FOR RECORDER'S USE) TERMINATION OF RESTRICTIVE COVENANT AND QUITCLAIM DEED This Termination of Restrictive Covenant and Quitclaim Deed (the "Termination") is entered into this ` day of Oe4b-cr , 2013, by and between Marbella Development Company, a California general partnership ("Marbella"), and City of San 'Juan Capistrano ("City")(hereinafter collectively referred to as the"Parties"). RECITALS: A. In February 1988, Marbella conveyed to City certain property located in the City of San Juan Capistrano, State of California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property") by recording Tract No. 12954 on February 29, 1988 in the Orange County Recorder's Office as Instrument No. 88-088244 in Book 597, Pages 1 to 34, inclusive of miscellaneous maps (the "Conveyance Instrument"). B. The Conveyance Instrument purports to grant the Property to the City for public institutional purposes only (the"Use Restriction"). C. The Parties wish to terminate the Use Restriction and Marbella wishes to quitclaim to City any and all remaining interests and rights Marbella may have in the Property. WHEREAS, based upon the foregoing Recitals, which are incorporated into the text of this Agreement by this reference, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both Parties,the Parties hereby agree as follows: 1. Termination of Use Restriction. Marbella and City, on behalf of themselves and their respective successors-in-interest, agree that the Use Restriction is hereby irrevocably terminated and released in its entirety and shall be of no further force or effect as to the Property, the City or any successor-in-interest to any of City's right, title, or interest in or to any portion of the Property. 2202/028428-0002 6123415 -1- ?. _ uitcl'ti t. Marbel.la:.does hereby remise,release and quitclaim to City any and al.l Of M.arbella's righ:t:, title and interest in the Property, IN WITNESS WHEREOF, the parties have executed this Termination as of the date first set forth above. MAItBELLA: Marbella Development Company, a C'alif6rnia general. partnership BY:. _......___....... _...�...._ Name: Title: o it-- [signatures cornirrtie on next page] 2202.;0281128-0001 _2� 6123415 State of California ) County of `jaAA a d,&I(CN ) On. (+. Ni I before me, R4 IV M.Cjg-40 NofG gP(AC: Gm (stisca nume and i6ku of the oflkcer) Notary Public, personally appeared Gr( F• j3e ro.__--_ -_ _ wvvho proved to ttte on the basis of satisfactory evidence to—(�c the personA whose name.(K is/20d, subscribed to the within instrument and acknowledged to tate that he/ !tom, executed the:same in hisjwfrt4err auth.orizcd capacity(i�), and that by his/.19611*.r sign.atzlr*) ortthe instrument theperson(,$),or the entity upon behalf of which.the persota�acted, executed the instrument. I certil� under l'I?NAI.:•f"Y 0P PERJURY under the laws of the State of California that the foregoing paragraph is true and.correct, , BMW U.C STRD WITNESS my hand and official seal. d COW.NO.1994M ��C 11y CeNrn EVW NK 1&3016 S i gn aal l'e__-.__..�..._ .____.... (Seal) State of California } Counter of ) On before ine, (insert tmme and iitleof t1w orricer) Notary Public,personally appeared _ tivbo proved to me on the basis of satisfactory evidence to be the person(s) whose nanae(s) is/are subscribed to the within instrument and. ack.nowledg�d to me that he/shehhey executed the same in his/her/their authorized' eapacity(ics),. and that by his/her/their signrattire(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PI:�NAi. FY" OI� .PERJURY under the .laws of the State of California that the forcgoin.g paragraph is true and correct. WITNESS tray hand and official seal. Signature � � � (Seal) 720211�;2a428-01)a2 -4- CITY: CITY QF SAN JUAN CAPISTRANO a muni al corporati By: J Taylor, % 6 yor I 2202/028428-0002 6123415 -3- PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814&Civil Code 118 1) On October 22, 2013, before me, Maria Morris, City Clerk, personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be Person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) I S my hand and official seal. r a-Mb .iS;:City liter SrT h a� OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Termination of Restrictive Covenant and Mayor Quitclaim Deed — Marbella Development Company. Signers are Representing City of San Juan Capistrano Original EXHIBIT A LEGAL DESCRIPTION The real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: LOT 217 OF TRACT NO. 12954, AS SHOWN ON A MAP RECORDED IN BOOK 597, PAGES 1 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, AMENDED BY CERTIFICATES OF CORRECTION RECORDED MARCH 7, 1988 AS INSTRUMENT NO. 88-101888 AND MARCH 8, 1988 AS INSTRUMENT NO. 88-105141 ALL OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 650-592-01 and 650-592-02 2202/028428-0002 6123415 -5- Kecoraea in umaal Kecoras,urange county RECORDING REQUESTED St FIRSTAMERICAN TITLE COMPANY Hugh Nguyen,Clerk-Recorder ecorder NAT10NAL I VIII I 1111111 III VIII VIII VIII VIII VIII VIII VIII VIII VIII NII I III IIII U ��C�g SUBDNISION DEPARTMENT 12.W * $ R 0 0 0 6 2 8 1 2 9 4 $ 2013000599308 8;00 am 10/25/13 276 402 G02 3 Non-dis RECORDING REQUESTED BY AND 0.00 0.00 0.00 0.00 6.00 0.00 0.00 0.00 WHEN RECORDED RETURN-TO: �'5, 'ti c (Ic �o cA en 615, Attn: AND ALL TAX STATEMENTS TO;- SAME AS ABOVE DOCUMENTARY TRANSFER TAX IS NOT OF PUBLIC RECORD SPACE ABOVE THIS LINE AND IS SHOWN ON A SEPARATE SHEET ATTACHED TO THIS DEED FOR RECORDER'S USE GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), hereby grants to Accretive San Juan Partners, LLC, a California limited liability company ("Grantee"), the real property located in the City of San Juan Capistrano, County of Orange, State of California, described on Exhibit 1 attached hereto and made a part hereof (the"Real Property"). GRANTOR: CITY OF SAN JUAN CAPISTRANO, a Calio a unic 1 corporation By: xk� AMTayl tnyy 2202/021204.0006 6267180.1 a10/16/13 RECORDING REQUESTED W. MRST AMERICAN TITLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN'TO: C t C'aPls?Ra r�c� �s l�0 SCA gz635' Attn: AND ALL TAX STATEMENTS TO: SAME AS ABOVE LI-W1614-5-b DOCUMENTARY TRANSFER TAX IS NOT OF PUBLIC RECORD SPACE ABOVE THIS LINE AND IS SHOWN ON A SEPARATE SHEET ATTACHED TO THIS DEED FOR RECORDER'S USE GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), hereby grants to Accretive San Juan Partners, LLC, a California limited liability company ("Grantee"), the real property located in the City of San Juan Capistrano, County of Orange, State of California, described on Exhibit 1 attached hereto and made a part hereof (the "Real Property"). GRANTOR: CITY OF SAN JUAN CAPISTRANO, a Cali o a unicl 1 corporation By: Jo Tayl , May 2202/021204-0006 6267180.1 a10/16/13 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 118 1) On October 22, 2013, before me, Maria Morris, City Clerk, personally appeared Mayor John Taylor, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (SEAL) WI E4 y hand and'official seal. ' Maria orri ,eity,Cler OPTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Officer title Grant Deed — Accretive San Juan Partners, Mayor LLC Signers are Representing City of San Juan Capistrano Original Exhibit 1 to Grant Deed Legal Description Real property in the City of San Juan Capistrano, County of Orange, State of California, described as follows: LOT 217 OF TRACT NO. 12954, AS SHOWN ON A MAP RECORDED IN BOOK 597, PAGES I TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, AMENDED BY CERTIFICATES OF CORRECTION RECORDED MARCH 7, 1988 AS INSTRUMENT NO. 88-101888 AND MARCH 8, 1988 AS INSTRUMENT NO. 88-105141 ALL OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 650-592-01 and 650-592-02 2202/021204-0006 6267180.1 a10/16/13 60E-5C2-A(PI)REV. 11(07-10) Please complete, sign 8, return FOR RECORDER'S USE ONLY PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located. Please answer all questions in each section, and sign and complete the certification before filing. This form may be used in all 58 California counties. If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminary Change of Ownership Report, the Recorder may charge an additional recording fee of twenty dollars($20). NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at close of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. SELLER/TRANSFEROR ASSESSOR'S PARCEL NUMBER CITY OF SAN JUAN CAPISTRANO 650-592-02 BUYER/TRANSFEREE BUYER'S DAYTIME TELEPHONE NUM ER Accretive Real Investments LLC -- o STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY APN 650-592-01&02,San Juan Capistrano,CA MAIL PROPERTY TAX INFORMATION TO(NAME) Accretive Realty Investments LLC ADDRESS CTfI STATE ZIP CODE 101-7,5a (ala A � 1 Sk a C) �vINF. ❑YES® NO This property is intended as my principal residence.If YES,please indica7eMO DAY YEAR the date of occupancy or intended occupancy. PART 1.TRANSFER INFORMATION Please complete all statements. YES NO ❑ A. This transfer is solely between spouses(addition or removal ofa spouse,death ofa spouse,divorce settlement,etc.). ❑ B. This transfer is solely between domestic partners currently registered with the California Secretary of State(addition orremoval ofa partner,death of a partner,termination settlement,etc.). ❑ *C. This is a transfer between: [—] parent(s)and child(ren) ❑ grandparent(s)and grandchild(ren). ❑ *D. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑ YES ❑ NO ❑ ® *E. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69,5.Within the same county? ❑ YES ❑ NO ❑ F. This transaction is only a correction of the name(s)of the person(s)holding title to the property(e.g.,a name change upon marriage).If YES,please explain: ❑ ® G. The recorded document creates,terminates,or reconveys a lender's interest in the property. ❑ H. This transaction is recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest (e.g.,cosigner).If YES,please explain: ❑ I. The recorded document substitutes a trustee of a trust,mortgage,or other similar document. J. This is a transfer of property: ❑ 1.to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑ the transferor,and/or ❑ the transferor's spouse ❑ registered domestic partner. ❑ ® 2,to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant,and which names the other joint tenant(s)as beneficiaries when the creator/grantor/trustor dies. ❑ 3.to/from an irrevocable trust for the benefit of the ❑ creator/grantor/trustor and/or ❑ grantor's/trustor's spouse ❑ grantor's/trustor's registered domestic partner. ❑ ® 4.to/from an irrevocable trust from which the property reverts to the creator/grantor/trustor within 12 years. ❑ K. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ ® L. This is a transfer between parties in which proportional interests of the transferor(s)and transferee(s)in each and every parcel being transferred remain exactly the same after the transfer. ❑ M. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ ® *N. This transfer is to the first purchaser of a new building containing an active solar energy system. * If you checked YES to statements C, D, or E, you may qualify for a property tax reassessment exclusion, which may allow you to maintain your previous tax base. If you checked YES to statement N,you may qualify for a property tax new construction exclusion.A claim form must be filed and all requirements met in order to obtain any of these exclusions.Contact the Assessor for claim forms. Please provide any other information that will help the Assessor understand the nature of the transfer, THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION BOE-502-A(PI)REV.11(07-10) PART 2.OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer,if other than recording date: B. Type of transfer: Purchase Foreclosure E]Gift Trade or exchange ❑Merger,stock,or partnership acquisition(Form BOE-100-B) Contract of sale.Date of contract: F1 Inheritance.Date of death: Sale/leaseback f_1 Creation of a lease ❑Assignment of a lease ❑Termination of a lease.Date lease began: Original term in years(including written options) Remaining term in years(including written options). Other.Please explain: C. Only a partial interest in the property was transferred. [-]YES la NO If YES,indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. Bank or savings&loan R Fixed rate New loan A. Total purchase or acquisition price.Do not include closing costs or mortgage insurance. $.3 Down payment: $ Interest rate: % Seller-paid points or closing costs: $ Balloon payment: $ Loan carried by seller Assumption of Contractual Assessment*with a remaining balance of: $ *An assessment used to finance property-specific improvements that constitutes a lien against the real property. B. The property was purchased: 152 Through real estate broker.Broker name: CWIL Phone number: Direct from seller n From a family member Other.Please explain: C. Please explain any special terms,seller concessions,financing,and any other information(e.g.,buyer assumed the existing loan balance)that would assist the Assessor in the valuation of your property. PART 4: PROPERTY INFORMATION Check and complete as applicable. A. T e of property transferred Single-family residence ❑Co-op/Own-your-own Manufactured home Multiple-family residence.Number of units: EJ Condominium Unimproved lot Other.Description:(i.e.,timber,mineral,water rights,etc.) F]Timeshare Commercial/Industrial B. YES ®NO Personal/business property,or incentives,are included in the purchase price.Examples are furniture,farm equipment, machinery,club memberships,etc.Attach list if available. If YES,enter the value of the personal/business property: $ C. ]YES �NO A manufactured home is included in the purchase price. If YES,enter the value attributed to the manufactured home: $ YES F�NO The manufactured home is subject to local property tax.If NO,enter decal number: D. F-I YES A NO The property produces rental or other income. If YES,the income is from: [:]Lease/rent 0 Contract F]Mineral rights R Other: E. The condition of the property at the time of sale was: Good ®Average []Fair EJ Poor CERTIFICATION I certify(or declare)unde en f perjury under the laws of the State of California that the foregoing and all information hereon,including any accompanying statements or documen d correct to the best of my knowledge and belief. This declaration is binding on each and every buyer/transferee. SIGNATURE OF BUYE 0 RPORATE OFFICER DATE O 1 I NAME OF BUYERITRANSFER /L AL EPRESENTATIVE/CORPORATE OFFICER(PLEASE PRINT) TITLE -ITWMS PtSlr E-MAIL ADDRESS The Assessor's office may contact you for additional information regarding this transaction. Document No. Recorded STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 OF THE CALIFORNIA REVENUE AND TAXATION CODE) TO: Recorder County of Orange Request is made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names: Grantor: CITY OF SAN JUAN CAPISTRANO, a California municipal corporation Grantee: Accretive San Juan Partners, LLC, a California limited liability company The property described in the accompanying document is located in the City of San Juan Capistrano, County of Orange, The amount of tax due on the accompanying document is $3,960.00. X Computed on full value of property conveyed. Or computed on full value, less liens and encumbrances remaining at the time of sa (S' n e of Dear or gent) P ;5 — (Firm N e) Note: After the permanent record is made, this form will be affixed to the conveying document and returned with it. 2202/021204-0006 6267180.1 a10/16/13 Recorded in Official Records,Orange County RECORDING REOUESTED W. Hugh Nguyen,Clerk-Recorder TITLE O OVR�ERSERYICE3 SUBDIVISION DEPARTMENT Ililll I I I I IIIIIII IIIII IIIII III IIIIIIIIIII i III II III 15.w * $ R 0 0 0 6 2 8 1 2 9 5 $ 2013000599309 8:00 am 10125113 276 402 R01 F13 3 RECORDING REQUESTED BY: 0.00 0.00 0.00 0.00 6.00 0.00 0.00 0.00 WHEN RECORDED MAIL TO: Rutan& Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: Hans Van Ligten, Esq. Space Above This Line For Recorder's Use DEED OF FULL RECONVEYANCE Baccarat Electronics, Inc., a California corporation (`Beneficiary"), is the current beneficiary and trustee under that certain Deed of Trust and Assignment of Rents dated March 16, 1987, executed by THE FAIRWAY LAND COMPANY, a corporation ("Trustor"), as trustor, recorded on March 16, 1987, as Instrument No. 87-140669 in the Official Records of Orange County, California, ("Official Records"), along with that certain Modification of Deed of Trust and Assignment of Rents recorded on August 27, 1987, as Instrument No. 87-487977 in the Official Records, that certain assignment recorded on February 4, 1988, as Instrument No. 88-053033 in the Official Records and that certain Substitution of Trustee recorded on July 3, 1996, as Instrument No. 1996-0338928 of Official Records(collectively,the "Deed of Trust"). Beneficiary, as the current beneficiary and trustee, in accordance with the provisions of said Deed of Trust, does hereby reconvey to the person or persons legally entitled thereto, but without warranty, that certain property situated in the County of Orange, State of California, described in said Deed of Trust. Reference being hereby made specifically to said Deed of Trust and the record thereof for a particular description of said property. [signature page follows] 2202/028428-0002 6267984.] RECORDING REQUESTED W. FIRST AMERICAN TITLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: Rutan &Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: Hans Van Ligten, Esq. Space Above This Line For Recorder's Use DEED OF FULL RECONVEYANCE Baccarat Electronics, Inc., a California corporation ("Beneficiary"), is the current beneficiary and trustee under that certain Deed of Trust and Assignment of Rents dated March 16, 1987, executed by THE FAIRWAY LAND COMPANY, a corporation ("Trustor"), as trustor, recorded on March 16, 1987, as Instrument No. 87-140669 in the Official Records of Orange County, California, ("Official Records"), along with that certain Modification of Deed of Trust and Assignment of Rents recorded on August 27, 1987, as Instrument No. 87-487977 in the Official Records, that certain assignment recorded on February 4, 1988, as Instrument No. 88-053033 in the Official Records and that certain Substitution of Trustee recorded on July 3, 1996, as Instrument No. 1996-0338928 of Official Records(collectively,the "Deed of Trust"). Beneficiary, as the current beneficiary and trustee, in accordance with the provisions of said Deed of Trust, does hereby reconvey to the person or persons legally entitled thereto, but without warranty, that certain property situated in the County of Orange, State of California, described in said Deed of Trust. Reference being hereby made specifically to said Deed of Trust and the record thereof for a particular description of said property. [signature page follows] 2202/028428-0002 6267984.1 IN WITNESS WHEREOF,Beneficiary, as said owner and trustee, has caused this Deed of Full Reconveyance to be executed as of the even date herewith. Baccarat Electronics,Inc., a California corporation By:�IA, Lk?.." — Name: E, A Title:- 2202/028428-0002 6267984.1 State of California County of 5a4a On DU�' nj 20(3 ,before me, a ll au m.Ca+r0, wary p4bll'L , (insert name and title of the officer) Notary Public,personally appeared Carl F- bq� , who proved to me on the basis of satisfactory evidence be the person(4 whose named is/p/ subscribed to the within instrument and acknowledged to me that he/ske/twy executed the same in hist/tKr authorized capacity(i.o, and that by his/hc�`r/Mir signatures on the instrument the person(o), or the entity upon behalf of which the person(•s'f acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. C M.t u3 NOW PUBWWTACUPACOWN GAULPFOOMMA Como.E*"Nov.is.MIS Signature V�'` C��✓ (Seal) 2202/028428-0002 6267984.1 RUTAN Carina M.Verano, Esq. Direct Dial:(714)641-3468 RUTAN &TUCKER, LLP E-mail: cverano rrrutan.com October 16, 2013 VIA FEDEX Karen Brust City Manager City of San Juan Capistrano 32400 Paseo Adelanto San.Tuan Capistrano, CA 92675 Re: Sale of Lot 217 Closing Documents Dear Ms. Brust: Enclosed herewith please find the original closing documents for the above referenced transaction. Please have the enclosed executed and notarized where tabbed. Once executed, please deliver all original documents to Jeanne Gould at the address below: Jeanne Gould, Escrow Officer First American Title Company 5 First American Way Santa Ana, CA 92707 Should you have any questions or concerns, please do not hesitate to contact our office. Thank you. Sincerely, RUTAN & TUCKER, LLP Carina M. Verano, Esq. CMV:mr Enclosures 611 Anton Blvd, Suite 1400, Costa Mesa. CA 92626 PO Box 1950, Costa Mesa, CA 92628-1950 1 714.641.5100 1 Fax 714.546.9035 2202/028428-0002 Orange County I Palo Alto I www.rutan.com 6267212.1 a10l16/13