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1996-0325_CITY OF SAN JUAN CAPISTRANO_Grant Deed_19960143921RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: SAN WAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: Agency Secretary 0 Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder IIII Iull I I I II IIID WI I IIIII SII I I III II I I I III III I I III 34,00 19960143921 04; 30PM 03/25/96 004 10005674 10 24 G02 10 23 NonDis 7.00 27.00 0.00 0.00 NonDis 0.00 0.00 0.00 2` 9563666- to [Space above for Recorder.] ] �� ?hii Office Is exempt tram filing This Grant Deed is recorded at the request and for Ic 2 iegf UrWW 0"mnW" code $ 810& the benefit of the San Juan Capistrano Community Redevelopment Agency and is exempt from the payment of a recording fee pursuant to Government A Code § 6103. SAN WAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Its: el Dated:j 5 199;Y 1p FOR A VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politi Grantor"), hereby grants to SAN WAN PARTNERS, a California general partnership ("Grantee"), the real property, hereinafter referred to as the 'Property," located in the City of San Juan Capistrano ("City"), County of Orange, State of California, more particularly described in Exhibit No_1 attached hereto and incorporated herein by this reference, subject to existing easements, restrictions, and covenants of record. The Property is conveyed in accordance with and subject to the following exceptions, reservations, terms, covenants, and conditions: ** WHO ACQUTRPD TITLE AS THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (Page 1 of 10) 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas,�hydrocarbon substances, and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals from said site or other lands, but without, however, any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. 2. The Property is conveyed in accordance with and subject to (i) the Redevelopment Plan for the San Juan Capistrano Redevelopment Project Area, approved and adopted by the City Council of the City of San Juan Capistrano by Ordinance No. 470, as amended (the "Redevelopment Plan"), a copy of which is on file with Grantor as a public record and incorporated herein by reference. The Property is also located within the City's Historic Town Center ("HTC") Area ("HTC Area"), and is subject to the City's HTC Master Plan as the same may from time to time be amended ("HTC Master Plan"). 3. Grantee covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, religion, sex, marital status, national origin, or ancestry in the enjoyment of the Property, nor shall Grantee or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof. Grantee and such successors and assigns and persons claiming under or through it, shall comply with all applicable law relating to handicap access and all other provisions of the Americans With Disabilities Act (42 USC 12101 g( =q.) and State Building Code Title 24. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 4. Grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property on the basis of race, color, creed, religion, sex, marital status, national origin, or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any persons claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (Page 2 of 10) 0 0 (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of land." 5. (a) Grantor and Grantee acknowledge and agree that the primary use of the Property conveyed hereby is as a parking lot. To the extent necessary to the development of the HTC Area pursuant to the HTC Master Plan, Grantor shall have the exclusive option, but not the obligation, to purchase from Grantee the Property, or a portion of the Property, with all improvements then existing thereon ("Option"), by exercising the Option at any time after the date of recordation of this Grant Deed, and prior to three (3) years from the date of recordation of this Grant Deed ("Option Period"). At any time during the Option Period, and upon reasonable notice to Grantee, Grantor or its contractors, agents, or representatives, may enter upon the Property for the purpose of conducting such tests or studies, including but not limited to environmental tests, as may be pertinent to Grantor's decision to exercise the Option provided that such entry shall not unreasonably interfere with the use of the property by SJP or its Tenants. Grantor, either prior to or after exercise of the Option, may assign the Option to the City of San Juan Capistrano without the consent of Grantee. (b) To exercise this Option, Grantor shall notify Grantee in writing prior to the expiration of the Option Period that the Property is required for use for development of the HTC Area in accordance with the HTC Master Plan and that Grantor is exercising the Option; Grantor's notice shall state the Purchase Price pursuant to Grantor's appraisal as set forth in subparagraph (c)(i) of this Paragraph 6. (c) The purchase price of the Property pursuant to the Option shall be the fair market value of the Property as determined by appraisal (the "Purchase Price") as follows: (i) Grantor, at its sole cost, shall hire an independent appraiser with at least five years experience appraising similar properties in the south Orange County area to determine the Purchase Price. Grantor's (Page 3 of 10) 0 notice of exercise of the Option, as set forth in subparagraph (b) of this Paragraph 6, shall include the Purchase Price as determined by Grantor's appraiser. Within thirty (30) days after receipt of such notice, Grantee shall notify Grantor in writing if the Purchase Price determined by Grantor's appraiser is acceptable to Grantee; if acceptable, or if Grantee fails to timely notify Grantor, such appraisal amount shall be the Purchase Price, and Grantor's notice shall so state. (ii) If Grantee notifies Grantor in accordance with the terms of subparagraph (i) above that Grantee does not accept Grantor's appraisal as the Purchase Price, Grantee shall, at its sole cost, within thirty (30) days of the notice to Grantor, obtain an appraisal of the Property from an independent appraiser with at least five years experience appraising similar properties in the south Orange County area. Grantee shall notify Grantor of the results of Grantee's appraisal within five (5) days of receipt of such appraisal. If the Purchase Price as determined by Grantee's appraiser is within five percent (5%) of the Purchase Price as determined by the Grantor's appraiser, then the Purchase Price shall be the average of the Grantor's and Grantee's appraisers' Purchase Prices. (iii) If the Grantee's appraiser's Purchase Price is not within five percent (5%) of the Grantor's appraiser's Purchase Price, the two appraisers shall mutually select a third appraiser who shall perform review appraisals of the Grantor's and Grantee's appraisals. Grantor and Grantee shall share equally the cost of the third appraiser. In that event, the Purchase Price shall be the Purchase Price as determined by the third appraiser based on the review appraisals, but in no event, higher than the greater amount nor lower than the lesser amount as determined by the first two appraisers. (d) If Grantor exercises the Option, the following shall apply: (i) Grantor and Grantee shall execute such documents as may be required to effect Grantor's purchase; (ii) Any costs of title insurance shall be borne by Grantor; (iii) Any costs incurred related to escrow fees and charges, proration of taxes, assessments, and the like, shall be divided between Grantor and Grantee per usual and customary practice for conveyance of commercial properties; (iv) No broker's fees shall be due or payable by either Grantor or Grantee with respect to the Option or the exercise thereof or (Page 4 of 10) 0 0 Grantor's purchase of the Property, and Grantor and Grantee shall indemnify, defend, and hold the other harmless from and against any claim brought by any third party or parties alleging a right to a broker's or finder's fee arising out of or related to any statement, conduct, contract, or promise made by the indemnifying party; and (v) Escrow shall close within ninety (90) days of the completion of the appraisal process; provided, however, that such deadline shall automatically be extended by the period of any delay caused by Grantee. (vi) The Property shall be delivered free and clear of all tenancies and occupancies except as may be expressly accepted in writing by Grantor. (vii) In the event that the Option is exercised to provide public use other than as a public street, the Purchase Price shall be the sole and exclusive compensation due Grantee and Grantor shall not be obligated to compensate Grantee for any costs incurred by Grantee with respect to Grantee's acquisition or use the Property, including but not limited to demolition and site preparation costs, construction costs, maintenance costs, relocation costs, loss of goodwill, severance damages, diminution in value of any adjacent, abutting, or other real or personal property served by the Property, experts' fees, attomeys' fees, and consultants' fees. Grantor shall provide alternative parking as follows: (a) If the Total Number of Parking Spaces in the New Moonrose Parking Lot is reduced in the future, in association with development in the HTC, as a result of any City or Agency imposed conditions, but excluding any reduction necessary to comply with any law concerning provision of handicap parking spaces or facilities, Agency and City agree to replace the number of parking spaces lost with an equal number of parking spaces in another location within the general HTC area, with such replaced spaces identified as parking for patrons of the Mission Promenade building. (b) In the event that the Option is exercised to provide a public street on the Property, Grantor shall not only be obligated to compensate Grantee by payment of fair market value as the Purchase Price, but shall also pay Grantee any and all amounts Grantee shall be entitled by law to receive as compensation and/or damages in connection with the taking of the Property including, without limitation, relocation (Page 5 of 10) 0 0 benefits with respect to the Property or severance damages with respect to adjacent real property in which Grantee holds any right, title or interest. (viii) Grantor's exercise of the Option shall not obligate Grantor to purchase the Property pursuant to this Paragraph 6. In the event Grantor, in its sole and absolute discretion, determines after exercise of the Option not to close escrow to purchase the Property, Grantor shall not be liable to Grantee for any damages, costs, or expenses of any kind. (e) In the event of the development of the HTC Area in accordance with the HTC Master Plan, and in the event Grantor elects or is required pursuant to the final site plans for the development of the HTC Area to regrade or relevel the Property to a grade or level compatible with adjoining parcel(s), Grantee shall reimburse Grantor for fifty percent (50%) of all costs incurred by Grantor in connection with such regrading or releveling, including, without limitation, the cost of design, engineering, grading, restoration, resurfacing, restriping of the Property and the cost of the construction or installation of all improvements in connection therewith such as curbs, gutters, planters, landscaping, irrigation, and drainage. (f) Grantee express acknowledges and agrees that it is accepting conveyance of the Property with the knowledge of this Paragraph 6 and of the potential exercise by Grantor of Grantor's rights under this Paragraph 6. Grantee shall include reference to this Option in all leases, licenses, and other tenancy and occupancy agreements with respect to the Property. (g) Time is of the essence with respect to this Paragraph 6. 6. All conditions, covenants, and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor, its successors and assigns, and the City of San Juan Capistrano, and its successors and assigns, against Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. 7. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of Grantor and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any action at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant. (Page 6 of 10) 8. Both Grantor and its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. 9. The covenants against discrimination set forth in Paragraphs 3 and 4 herein shall remain in effect in perpetuity. The covenants set forth in Paragraph 5 herein shall remain in effect for a period of ninety-nine (99) years. The covenants set forth in Paragraph 6 herein shall remain in effect for the period set forth therein. [end - signature page follows] (Page 7 of 10) 0 IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers or agents herein duly authorized as of the date first written above. "GRANTOR" SAN JUAN CAPI! DEVELOPMENT ATTEST: By: Cheryl JAnsA Agency Secretary I_\»ITIVAWI7_L.`ll Co OU -8 COMMUNITY ', a public body, By: � . '0�� IM10", k kiichard K. Denhalter 3l7 96 Agency General Counsel "GRANTEE" SAN JUAN PARTNERS, a California gene "GRANTEE" SAN JUAN PARTNERS, a California general partnership By: Gilbert G. Aqui rre General Partner "GRANTEE" SAN JUAN PARTNERS, a California general partnership By; -L� y � Aj ceo� Anthony oiso General Partner "GRANTEE" SAN JUAN PARTNERS, a California general partnership By: 4"t j v Richard J. O' ill General P er (Page 8 of 10) STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) /e . On b V before me, -/\X/ {'L�u7/�/� personally appeared SYlo,'�Q Aau /@ T0Aq fiton-g , A&I JWMMy known to me (or proved to me on the basis of satisUctory evidence to be the perso s hose names jd/are subscribed to the within instrument and acknowledged to me that 1AAAe/they executed the same in +is0her/their authorized capacity, es and and that by himker/their signature(s) on the instrument the persolos or the entity upon behalf of which the perso sjacted, executed the instrument. Witness my hand and official seal. THI WEATHERS aQor I1073402 QkNoCtartV Publk — Cali/omia COMM. rCesO 1,199p STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) iswut6m,,go8/'F i ctool- On ,iia reh 5 19110 , before me,�C �VJ,%ohn�n i, personally appeared personally known to me (arpreved4ame nce) to be the person(a)-whose name(.&) is/are subscribed to the within instrument and acknowledged to me that he/shek-hey executed the same in his/her heir authorized capacity(ies), and that by his/he0their signature(.&] on the instrument the person(l) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. �^R•�ti�n. �,. [SEAL] (Page 9 of 10) EXIIIBIT NO. I TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY Lot 25 or Tract 103, in the City of San Juan Capistrano, as shown on a map recorded in Book 11, Page 29 to 33 inclusive, Miscellaneous Maps, Orange County. Assessor Parcel No.: 124-160-22 [PAGE 10 OF 101 A M E R 1 Recorded in the •County Oran e C' • Gary L. Granville, 9 California er co 4 ti 00410005674 10 249960143921 04:30PM 03/15/96 G02 10 23 NonDis 7.00 27.00 0.00 0.00 NonDis �'- 0.00 0.00 0.00 STATEMENT OF DOCUMENTARY TRANSFER TAX DUE 5A,J 1u A,-/ W;1;ra9, oComm Jar!T/41.W(40GopiAd*FWCy, (Name of one Grantor) 1LTJ J AT/ 7Aor"i✓" S , ,¢ of one Grantee) The undersigned declares that the documentary transfer tax is $-/,/o/. / o and is f/•; ,'7 Computed on the full value of the interest or property conveyed, or is Computed on the full value less the value of liens or encumbrances remaining thereon at the time of sale. The land, tenements or realty is located in the unincorporated area X The City of 5Ai-1 Ttp j C,4v; s : X -A -Wo of Declarant or Declardnt's Agent) In accordance with the provisions of Section 11932 of the Revenue and Taxation Code, we hereby request that the Declaration of Documentary Transfer Tax be made on this form which will not be made a part of the permanent record and will ¢e axed to and returned with the conveying document after the permanent record is made.