L E A S E
THIS LEASE is made by and between XXXX XXXXXXXXX, a married man
dealing with his separate property, XXXXXXX X. XXXXXXXXX, a married man dealing
with his separate property, and XXXXXXX XXXXXXXXX, a single man, hereinafter
collectively called Lessors, and MONTEREY FARMING CORPORATION, a corporation,
hereinafter called Lessee.
Lessors hereby lease to Lessee, and Lessee hereby takes and hires from
the Lessors, approximately 707 acres of sprinkler-irrigated farming land located
on the Xxxxxxxxx Ranch near the town of San Xxxxx in Monterey County,
California. Hereunto attached and incorporated herein by reference are a
description of said land, marked "Exhibit A," and a map showing the location and
boundaries of the same, marked "Exhibit B." Said leased land is hereinafter
referred to as the "Premises."
The terms and conditions of this lease are as follows:
1. TERM. The term of this lease is thirty (30) years and one (1)
month commencing November 1, 1979, and ending November 30, 2009, subject to the
options to extend referred to in Paragraph 27.
2. USE. The Premises shall be used for the planting, growing and
harvesting of crops, including but not limited to wine grapes, and uses
incidental thereto as set forth in Paragraph 10 below, but for no other purpose.
All farming operations of Lessee shall be conducted in accordance with the best
methods practiced in the vicinity, including the taking of necessary precautions
to prevent erosion or other damage to the Premises, so that at the termination
of this lease said Premises will be returned to the Lessors in the same
condition as when received at the beginning of this lease, reasonable use, wear
and damage
by the elements excepted. Lessee shall make diligent effort to prevent the
spread of all noxious weeds and crop -destroying rodents upon the Premises
during the term hereof.
3. RENT. As and for the rental of the Premises during said term,
Lessee agrees to pay to Lessors the sum of $230.00 per acre per year for the 707
acres subject to this lease, or a total of $162,610 per year, payable in advance
without deduction or offset, except as provided in Paragraph 25, in semi-annual
installments of $81,305 each on the 1st day of November and the 1st day of May
of each year during the lease term, commencing November 1, 1979; subject,
however to adjustment as set forth in Paragraph 4 below. Rent for the final
month of the lease term shall be added to and paid with the final semi-annual
installment provided for above.
4. PERIODIC RENT ADJUSTMENT. The annual rental to be paid by
Lessee, as set forth in Paragraph 3 above, shall be adjusted at the end of the
fifth (5th) year of the lease term and at the end of each successive five-year
period during said term. The rent adjustment shall be made to reflect the
prevailing rental rate at the time of each adjustment for land of like kind and
quality with a comparable water supply and comparable improvements, located in
Monterey County, California; provided, that no consideration shall be given to
the value of improvements made by Lessee upon the Premises; provided further,
that if at the time of a particular adjustment the Premises are planted to
vineyard, the lands to be used for comparison purposes shall consist solely of
Monterey County vineyards, but only those vineyards which have had a rent
adjustment within the previous three (3) years.
5. RENT ADJUSTMENT FOR OTHER USES. In the event Lessee desires to
use any portion of the Premises for purposes beyond those set forth and referred
to in Paragraph 2, such as (by way of example and not by way of limitation) the
operation of a winery, warehousing, administrative offices, or a wine-tasting
room catering to the public, it shall
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have the right to do so but in any such event the rental to be paid for the
portion of the Premises devoted to such use shall be redetermined and paid to
Lessors upon the basis of its reasonable rental value for such other purposes,
by mutual agreement or by arbitration as provided in Paragraph 6 below.
6. ARBITRATION. If the parties hereto are unable to reach agreement
as to any rent adjustment to be made pursuant to the provisions of Paragraph 4
or Paragraph 5 above, the matter shall be determined by arbitration. Except as
otherwise specifically provided in this lease, the arbitration proceedings shall
be conducted according to the rules and procedures set forth in Title 9 of Part
III (commencing with Section 1280) of the Code of Civil Procedure. A panel of
three (3) arbitrators shall be selected by mutual agreement of the parties, but
if the parties cannot agree on such selection, then each party shall appoint one
(l) arbitrator and the third, or "neutral" arbitrator, shall be appointed as
provided in Section 1281.6 of the Code of Civil Procedure upon the petition of
either party hereto. No person shall be appointed to serve as an arbitrator
unless he or she is qualified by membership in the American Institute of
Appraisers of the National Association of Realtors ("M.A.I.") and has been
regularly engaged in making appraisals of agricultural property in Monterey
County, California, during the previous five (5) years. The decision of any two
(2) of said arbitrators, made and entered as provided in Sections 1282 and
1282.2 of the Code of Civil Procedure, shall be conclusive and binding upon the
parties hereto. Costs of said arbitration proceedings shall be borne and paid
by the parties hereto in equal shares, except that attorneys' fees, fees paid to
witnesses, and other expenses incurred by a party for that party's own benefit,
shall be paid by the party incurring the same. Pending completion of said
arbitration proceedings, Lessee shall continue to make all rental payments as
the same become due hereunder, upon the understanding and agreement that when
said proceedings
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have been completed said rental payments will be adjust"'ed, up or down, in
accordance with the arbitration award.
7. TAXES AND ASSESSMENTS. Lessee shall pay, prior to delinquency,
all real and personal property taxes and assessments levied on or assessed
against the Premises and against improvements now or hereafter located on the
Premises, prorated for the term of this lease. Lessee's obligation to pay such
taxes and assessments shall not include the following, whatever they may be
called: business, income, or profits taxes levied or assessed against Lessors by
federal, state, or other governmental agency; estate, succession, inheritance,
or transfer taxes of Lessors; or corporation, franchise or profits taxes imposed
on any corporate owner of the fee title to the Premises. If, however, during
the term of this lease any taxes are imposed, assessed, or levied on the rents
derived from the Premises in lieu of all or any part of real property taxes,
personal property taxes, or real and personal property taxes that Lessee would
have been obligated to pay under the foregoing provisions of this paragraph, and
if the purpose of the new taxes is more closely akin to that of an ad valorem or
use tax than to an income or franchise tax on Lessors' income, Lessee shall pay
the taxes as provided above for property taxes and assessments; provided,
however, if the amount or rate of such substitute tax payable by Lessee is
increased because of rents or income received by Lessors from property other
than the Premises, then Lessee shall be obligated to pay only that portion of
such substitute tax as shall be applicable to the Premises as if the Premises
were the only property owned by Lessors. Lessee may contest the legal validity
or amount of any taxes or assessment for which Lessee is responsible under this
lease, and may institute such proceedings as Lessee considers necessary. If
Lessee contests any such tax or assessment, Lessee may withhold or defer payment
or pay under protest but shall protect Lessors and the Premises from any lien by
adequate surety bond or other appropriate security
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acceptable to Lessors. Lessors hereby appoint Lessee as Lessors
attorney-in-fact for the purpose of making all payments to taxing authorities
and for the purpose of contesting any tax, assessment or charge payable by
Lessee. Lessors shall, at Lessee's expense, cooperate with Lessee in the contest
or adjustment of taxes payable by Lessee. Without Lessee's prior written
consent, Lessors shall neither give any notice of non-renewal of any land
conservation agreement (executed under the California Land Conservation Act of
1965), relating to the Premises, nor agree with the County of Monterey to a
mutual cancellation thereof.
8. NO WARRANTIES BY LESSORS. The Premises are being leased by
Lessee in reliance upon its own inspection and investigation of said real
property and all improvements thereon and upon Lessee's own evaluation of the
fitness of the property for its intended use. Lessee acknowledges that neither
Lessors nor anyone representing them have made any express or implied warranty
or representation whatsoever concerning soil conditions, the availability of
water, water quality or quantity, the condition of improvements to said real
property, zoning or other governmental laws, ordinances, rules or regulations
affecting the use of the Premises, the suitability of the Premises for the
Lessee's purposes, or any other matter not expressly set forth in this lease.
Lessee has likewise made its own investigation into the condition of the title
to the Premises, including water rights, and this lease is made by Lessors
without warranty of title, express or implied. Notwithstanding the foregoing,
if water rights relating to the Premises are challenged, Lessors and Lessee
shall jointly pursue the protection and preservation of said rights, and shall
equally bear the reasonable expenses thereof.
9. REPAIRS. Subject to the terms of Xxxxxxxxx 00, Xxxxxx shall, at
Lessee's sole cost and expense, keep and maintain the Premises, including
improvements
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now or hereafter installed thereon while the same are reasonably needed for
agricultural purposes, in good order and condition at all times. Except as
provided in Paragraph Il, Lessors shall not be called upon to make any repairs,
replacements or improvements whatsoever upon the said Premises, or any part
thereof.
10. IMPROVEMENTS. This lease is executed with the understanding and
agreement that the Lessee is not obligated to make any improvements to the
Premises, but that if Lessee elects to do so, said improvements shall consist of
the planting of a premium wine grape vineyard and the installation of buildings,
equipment and facilities which Lessee may require for the development and
operation of said 'property as a vineyard. Except as provided in Paragraph 11,
the full cost of said improvements shall be borne and paid by Lessee, without
any contribution whatsoever by Lessors. The construction and installation of
these or any other improvements made to the Premises by the Lessee shall be
subject to the following conditions:
(a) At least ten (10) days but not more than thirty (30) days
before commencement of any construction on or improvement to the
Premises which will cost in excess of $10,000.00, Lessee shall notify
Lessors of Lessee's intention to commence said work. The notice shall
specify the approximate location and nature of the intended
improvements and shall state the approximate date on or after which
work is to commence. Lessors shall have the right to post and
maintain on the Premises any notices of nonresponsibility provided for
under applicable law.
(b) Lessee shall not suffer or permit to be enforced against the
Premises or any part thereof any mechanic's, materialman's,
contractor's, or subcontractor's lien arising from any work of
improvement made by Lessee,
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however it may arise. However,Lessee may in good faith and at
Lessee's own expense contest the validity of any such asserted lien,
provided Lessee has furnished the bond required in Civil Code Section
3143 (or any comparable statute hereafter enacted for providing a bond
or other assurance freeing the Premises from the effect of such a lien
claim.)
(c) Lessee shall indemnify Lessors against all liability and
loss of any type arising out of work performed on the Premises by or
for Lessee, together with reasonable attorneys' fees and all costs and
expenses incurred by Lessors in negotiating, settling, defending, or
otherwise protecting against such claim should Lessee fail to do so.
(d) If Lessee does not cause to be recorded the bond described
in Civil Code Section 3143 or otherwise protect the property under any
alternative or successor statute, and if a final judgment is rendered
against Lessee by a court of competent jurisdiction for the
foreclosure of a mechanic's, materialman's, contractor's or
subcontractor's lien claim, and if Lessee fails to stay an execution
of the judgment by lawful means or to pay the judgment, Lessors shall
have the right, but not the duty, to pay or otherwise discharge, stay,
or prevent the execution of any such judgment or lien or both. Lessee
shall reimburse Lessors for all sums paid by Lessors under this
subparagraph (d), together with all Lessors' reasonable attorneys'
fees and costs, plus interest on those sums, fees, and costs at the
highest legal rate allowed under the laws of California from the date
of payment until the date of reimbursement.
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All improvements constructed or installed on the Premises by Lessee shall be
owned by Lessee during the term of this lease. At the conclusion of the lease
term as defined in Paragraph 1 hereof, or upon any earlier termination of this
lease however occurring, Lessee shall surrender the Premises and improvements
to Lessors and as of said date said improvements shall become part of the real
property and shall belong solely to Lessors.
11. WATER. Lessee shall have the full use of any and all water
rights appurtenant to the Premises and shall have the right to drill fob its use
such xxxxx as it may deem necessary to furnish sufficient water for agricultural
use on the Premises; but no irrigation water produced by Lessee on the Premises
shall be transported for use off the Premises. Lessors shall not be responsible
to Lessee in any way or to any extent for any deficiency in the quantity or
quality of water which may be available for Lessee's use on the Premises, but if
at any time there shall not be sufficient water from existing xxxxx to properly
irrigate vineyards which Lessee has placed on the Premises or to otherwise farm
the Premises in a proper manner, Lessee shall give reasonable notice thereof to
Lessors. Notwithstanding anything to the contrary in this lease, Lessors shall
thereafter promptly and diligently make all reasonable efforts to restore the
water supply, including the drilling of a new well or xxxxx, at Lessors' option
and expense. If Lessors' efforts are unsuccessful, the Lessee shall have the
right to terminate this lease by giving thirty (30) days' prior written notice
of such termination to Lessors. Notwithstanding the foregoing, Lessors shall
have the personal right to take and use water from the Premises for the
irrigation of approximately acres of other land owned by Lessors described in
the attached "Exhibit C" and designated as Parcel 4 on the attached "Exhibit B,"
for domestic use at ranch dwellings now or hereafter located on the Xxxxxxxxx
Ranch and for watering livestock on said ranch, provided those uses of water by
Lessors neither unreasonably interfere with Lessee's irrigation schedule nor
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diminish the water supply necessary for the proper irrigation of vineyards or
other crops on the Premises. Lessors shall pay to Lessee the cost of power used
to pump the water used by Lessors under this Paragraph 11.
12. UTILITIES AND SERVICES. Lessee shall pay for all utilities and
services used by Lessee upon the Premises during the term of this lease.
13. NONLIABILITY OF LESSORS; INSURANCE. Lessee agrees to keep
Lessors free from all liability and claim for damages arising from any injury
from any cause to any person, including Lessee, or to property of any kind
belonging to anyone, including Lessee, while in, upon, or in any way connected
with the Premises during the term of this lease, except any such liability or
claim arising out of an act or omission on the part of one of the Lessors, an
agent, guest, invitee or lessee of Lessors other than Lessee. Lessee shall
obtain, at its expense, public liability insurance in an amount not less than
$500,000.00 for one person and $1,000,000.00 for more than one person showing
Lessors as additional insured thereunder and providing that said policy or
policies may not be cancelled or amended without at least thirty (30) days'
prior written notice to Lessors. A certificate of insurance evidencing such
coverage shall be provided to Lessors. At the time any such policy is to be
renewed or replaced, if it then appears that because of a change of
circumstances since the policy was issued the amount of coverage is not
reasonably equivalent, in terms of the protection afforded to Lessors, to the
prior coverage required under the terms of this paragraph, the Lessee shall
increase the amount of such coverage to a figure that will provide equivalent
protection to Lessors.
14. FIRE AND EXTENDED COVERAGE INSURANCE. During the term of this
lease the Lessee shall, at Lessee's sole cost and expense, keep insured for the
mutual benefit of Lessee and Lessors all improvements now or hereafter located
on or appurtenant to the
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Premises against loss or-damage by fire and such other risks as are now or
hereafter included in an extended coverage endorsement in common use for farm
buildings and structures, including vandalism and malicious mischief.
The amount of such insurance shall be sufficient to prevent either Lessors or
Lessee from becoming a co-insurer under the provisions of the policies, but in
no event shall the amount be less than ninety per cent (90%) of the then actual
replacement cost of said improvements (exclusive of excavations and
foundations), without deduction for depreciation (herein called full insurable
value.) At the time any such policy is to be renewed or replaced the Lessors may
request the carrier of the insurance then in force to determine the full
insurable value as defined in this paragraph, and the resulting determination
shall be conclusive between the parties as to the amount of such coverage to be
required under the provisions of this paragraph. Lessee may include the holder
of any mortgage on the leasehold or on the fee, or both, as a loss payee; on
Lessors' written demand Lessee shall include the holder of any mortgage on the
fee as a loss payee to the extent of that mortgage interest. The proceeds shall
be applied first to the repair, restoration, or reconstruction of said
improvements, and any excess shall belong solely to Lessee.
15. ENTRY, INSPECTION AND USE BY LESSORS. Lessee shall permit
Lessors, and Lessors' agents and assigns, at all reasonable times, to enter the
Premises and to use the roads established on the Premises now or in the future
for the purpose of inspection, reasonable ingress and egress to and from public
roads and to and from other lands owned by the Lessors, the posting of notices,
the exercise of any right given to or retained by Lessors under the provisions
of this lease, or any other lawful purpose. To facilitate such access, Lessee
shall supply Lessors, their agents and assigns, with keys to gates to the
Premises.
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16. OIL AND GAS LEASES. This lease is subject and subordinate to a
certain oil and, gas lease affecting the Premises, dated August 8, 1973, taken
by Getty Oil Company, a Delaware corporation, as lessee, recorded August 24,
1973, on Reel 866, at Page 930, and re-recorded August 29, 1973, on Reel 867, at
Page 823, Official Records of Monterey County, California; said lessee's
interest therein was subsequently assigned to and is now held by Husky Oil
Company of Delaware, a corporation. Notwithstanding anything to the contrary
contained in this lease, Lessors shall have the right at any time or from time
to time to execute other oil, gas or mineral leases with respect to the Premises
(or to extend the existing oil and gas lease held by Husky Oil Company of
Delaware); provided, that neither Lessors nor said mineral lessee shall have the
right, without the prior written consent of the Lessee, to enter upon 'the
surface of the Premises or the upper 500 feet thereof to explore for, produce,
or extract oil, gas or other minerals. All oil, gas or mineral leases hereafter
executed by Lessors with respect to the Premises shall contain a provision
making the lessee therein primarily liable to Lessors and Lessee, as their
respective interests may appear, for all damages to livestock, crops, vines,
trees, fences, roads, ditches, buildings and other improvements on the Premises,
caused by said lessee's operations thereon. Lessors hereby agree to indemnify
and hold harmless the Lessee from and against all such damages.
17. NUISANCE; COMPLIANCE WITH LAWS. Lessee shall not knowingly do,
or permit to be done, or knowingly keep, or permit to be kept, in or about the
Premises, anything which shall be a nuisance or which shall be in violation of
any law, ordinance, rule or regulation of any governmental authority.
18. CONDEMNATION. If during the term of this lease all or any
portion of the Premises is condemned, or conveyed under threat of condemnation,
for public use, the parties hereto agree as follows:
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(a) The respective rights of the parties shall depend
upon whether there is a "total taking," a "substantial
taking," or a "partial taking," said terms being defined as
follows:
TOTAL TAKING means the taking of the fee title to all of the
Premises and the improvements on said Premises;
SUBSTANTIAL TAKING means the taking of so much of the
Premises or improvements or both that the conduct of Lessee's
business on the Premises would be prevented or impaired to the
extent that agricultural operations could not be conducted on the
Premises at an economically feasible level of profit;
PARTIAL TAKING means any taking of the fee title that is not
either a total taking or a substantial taking.
(b) In the event of a TOTAL TAKING (or a SUBSTANTIAL TAKING if
Lessee gives Lessors notice of intent to treat such taking as total taking
within fifteen(15)days after the nature and extent of the taking have been
finally determined), Lessee's interest in the leasehold and Lessee's obligations
under this lease, including but not limited to the obligation to pay rent, shall
continue until the date on which the condemnor takes possession, and Lessee's
right to apportionment of the award shall act rue as of that date. Upon
delivery of possession to the condemnor, this lease shall terminate.
(c) In the event of a PARTIAL TAKING (or a SUBSTANTIAL TAKING if
Lessee does not elect to treat it as a total taking as provided in
subparagraph (b) of this paragraph), this lease shall remain in full
force and effect with respect to the remaining property and Lessee's
obligation to pay rent shall be reduced at
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the rate per acre then payable under the provisions of Paragraphs 3
and 4 above for each acre so taken.
(d) Upon a total, substantial, or partial taking, all sums,
including damages and interest, awarded for the fee or leasehold or
both shall be deposited with a bank, savings and loan association, or
other mutually agreeable escrow holder, with instruction's to
distribute the same as follows:
TO LESSEE, that portion of the award representing the value
of the leasehold estate of the Lessee in the property taken for
the then unexpired term of this lease (including renewal option
periods); provided, however, that Lessee's portion of the award
as it relates to improvements taken shall not exceed an amount
equal to the then unamortized cost of all improvements (including
capitalized development costs for labor, materials and
preproduction interest on funds borrowed and used for
installation and development of said improvements) made to the
said property by Lessee, computed on a straight-line basis over
the term of the lease remaining at the time the improvements were
installed.
TO LESSORS, the balance of said award.
(e) The party receiving any formal or informal notice of
intended taking under eminent domain from a public agency shall give
the other party prompt notice of the contents of the notice received
and the date on which it was received.
(f) Lessors, Lessee, and all persons and entities holding under
Lessee shall each have the right to represent their respective
interests in each
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proceeding or negotiation with respect to a taking of all or any part
of the Premises under eminent domain, and to make full proof of their
respective claims. No agreement, settlement, sale, or transfer to the
condemning agency shall be made without the consent of Lessors and
Lessee. Lessors and Lessee each agree to execute and deliver to the
other any instruments that may be required to effectuate or facilitate
the provisions of this lease relating to condemnation.
19. DEVELOPMENT FINANCING. If during the term of this lease the
Lessee elects to do work of development or to construct improvements on the
Premises, as set forth in Paragraph 10 above, the parties hereto agree as
follows:
(a) The total cost of the work shall be paid for by Lessee.
(b) Notwithstanding anything herein to the contrary, Lessee is
hereby given the absolute right without the Lessors' consent to
mortgage its interest in this lease for the purpose of securing any
loan to be used by Lessee for the development and improvement of the
Premises, but Lessors shall not be required to join or participate in
said loan, or to accept any personal responsibility for the repayment
of the same. No such mortgage shall extend to or affect the fee title
or the reversionary interest of the Lessors in and to the Premises, or
the reversionary interest of the Lessors in and to any improvements
now or hereafter installed upon said Premises. No such mortgage or
assignment thereof shall be binding upon the Lessors in the
enforcement of their rights under this lease, but Lessors will give
notice of default by Lessee to the mortgage holder and will accept
performance by the mortgage holder of any term of this lease to be
performed by Lessee. The
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mortgage holder shall have thirty (30) days in which to cure any
default by Lessee after the time for Lessee to cure it has expired;
provided, however, that if the default cannot be cured by the payment
of money, Lessors will not terminate this lease if the mortgage holder
commences and thereafter diligently pursues to completion foreclosure
of its mortgage and pays to the Lessors all sums then due and unpaid
under the terms of this lease, as well as all other sums due from
Lessee to Lessors under other agreements with respect to which Lessors
have given prior written notice to mortgage holders referred to in
this subparagraph (b). The loan documents shall contain a provision
allowing, but not obligating, the Lessors to cure any default
thereunder if the Lessee fails to do so. Such mortgage shall provide
that a copy of any notice of default served thereunder shall be sent
by mail to the Lessors at the address given in this lease for the
service of notices hereunder. A duplicate original or certified copy
of such mortgage, showing recording data, shall be given to Lessors
within ten (10) days after the same is returned from the recorder's
office.
20. PERMANENT FINANCING; SUBORDINATION OF FEE. In the event Lessee
desires to obtain permanent, long-term financing of improvements it has made' to
the Premises pursuant to the provisions of Paragraph 10 above it shall have the
right to do so at any time after five (5) years from the commencement of the
lease term, provided the entire cultivable portion of the Premises is planted to
vineyard during calendar year 1980, all other improvements necessary to the
operation of the Premises as a vineyard are installed as needed, and said
improvements thereafter are maintained in place and in good condition in
accordance with the terms of this lease; said right to terminate at the
expiration of ten (10)
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years after the commencement' of the lease term. Said financing shall be in the
form of a long-term loan from a bank, savings and loan association, or insurance
company authorized to do business in the State of California, or any similar
financial institution acceptable to the Lessors. In such event Lessors agree
that if requested to do so by Lessee they will execute and deliver to such
lender a deed of trust sufficient to subordinate or encumber Lessors' fee title
to the Premises to the lien of an encumbrance represented by said deed of trust,
together with such other loan documents in the standard form then in use by the
lender as the lender may reasonably require as a condition of making the loan.
Lessors and Lessee shall negotiate in good faith with respect to such amendments
to this lease as the lender requires as a condition to providing the long-term
financing, and neither Lessee nor Lessors shall unreasonably withhold their
consent to such amendments. Said encumbrance shall constitute a first lien
against the fee title to the Premises. If, however, the holder of the existing
lien represented by a first deed of trust executed by Lessors in favor of flank
of America National Trust and Savings Association on November 15, 1976, recorded
December 10, 1976, on Reel 1103, at Page 158, Official Records of Monterey
County-(the "Bank of America loan") will not subordinate that lien to the long
term loan contemplated hereby, the provisions of subparagraph 20(k) below shall
apply. 'The foregoing provisions of this paragraph are subject, however, to the
following terms, conditions and agreements:
(a) The Lessee must not then be in default in the
performance of any of its obligations under this lease.
(b) The term of the loan must be not less than fifteen
(15) years, nor more than twenty (20) years.
(c) The principal amount of the note to said lender
shall not exceed $2,500,000.00.
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(d) Neither the note nor the deed of trust shall
contain any provisions making said deed of trust security
for future advances to the borrower (Lessee), nor shall they
contain any "dragnet" or similar provision making said deed
of trust security for any other obligation of the borrower
(Lessee) to the lender.
(e) The rate of interest provided for in said note
shall not exceed the rate then prevailing among banks,
savings and loan associations and insurance companies for
similar loans.
(f) Said note shall provide for repayment of the loan
in equal monthly, quarter-annual, semi-annual or annual
installments of both principal and interest, amortized over
a term not to exceed twenty-five (25) years. No provision
shall be made for deferment of principal payments, other
than a provision allowing the lender, at the lender's sole
discretion, to permit such deferment for not more than two
(2) years at a time and for a total of not more than four
(4) years during the term of the loan. Both the note and
the deed of trust securing the same shall expressly provide
that there can be no extension of the maturity date,
additions to the balance of the loan, alteration of any
provision in the documents, or any refinancing of the unpaid
principal balance without the Lessors' prior written
approval, which written approval shall not be unreasonably
withheld; provided, that nothing in this subparagraph shall
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preclude the mortgagee (lender) from making any payment required to be
made by Lessee under the terms of this lease in order to avoid or cure
a default on the part of Lessee.
(g) The loan documents and the deed of trust shall
contain a provision that the Lessors have joined in the
execution of the same solely for the purpose of creating a
lien against the fee title to the Premises in favor of the
lender, and that no personal judgment will be sought or
obtained against the Lessors, or any of them, by reason of
their having joined in the execution of said documents.
(h) The proceeds of said loan shall be applied by the
lender first to the full payment of any construction loan
taken out by the Lessee pursuant to the provisions of
Paragraph 19 above, and second to the payment of any and all
obligations then due and owing by Lessee to Lessors, whether
under the terms of this lease or otherwise; the remaining
proceeds, if any, shall be paid to Lessee.
(i) Lessors' obligation to subordinate their fee title
to the Premises to said loan is limited to one such loan and
one such note and deed of trust (subject, however, to
subparagraph (k) below.)
(j) The loan documents and deed of trust shall contain
a provision requiring that all notices of default shall be
served on both Lessors and Lessee and that Lessors shall
have
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the right to cure any default if Lessee fails to do so. Lessors shall
have thirty (30) days in which to cure any default after the time for
Lessee to cure it has expired. Neither Lessors' right to cure any
default nor any exercise of such a right shall constitute an
assumption of liability under the,note or deed of trust. If any
default is noncurable, it shall not be grounds for foreclosure of the.
deed of trust, under power of sale or judicially, if the Lessors, or
the Lessee in possession of the premises, promptly perform all other
provisions of the note and deed of trust.
(k) If the holder of the Bank of America loan referred
to above will not subordinate that lien to the long-term
financing contemplated hereby, and it is therefore necessary
that such long-term financing include an amount sufficient
to pay off the then unpaid balance of the Bank of America
loan so that the deed of trust to be given the lender will
constitute a first lien upon the fee title to the Premises,
Lessors agree to allow the amount of the loan to be so
increased; provided, that so much of the loan proceeds as
may be necessary shall be delivered by the lender to the
holder of the Bank of America loan to pay in full all sums
due under the note and deed of trust held as security
therefor. In this event, Lessors shall be directly
responsible to the lender for all payments of principal and
interest on the amount by which the loan is increased
(whether such payments are provided for in a single note or
in multiple notes); provided,
-19-
however, that if the rate of interest charged by the lender on that
portion of the loan that is used to pay off the obligation represented
by the Bank of America loan exceeds the rate of interest then provided
for in the note to the Bank of America, Lessee will pay to the lender
the additional amount of interest being charged as the same becomes
due and will indemnify the Lessors against all liability for such
additional interest.
21. EVENTS OF DEFAULT. Any of the following events shall constitute
a default under the terms of this lease:
(a) The nonpayment of rent or any other sum to be paid
by Lessee to Lessors under the terms of this lease, and the
failure of Lessee to make such payment within ten (10) days
after written notice to do so is given to the Lessee and to
any lender then holding a security interest in the leased
land or in the leasehold estate of the Lessee pursuant to
the provisions of Paragraph 19 or Paragraph 20 above.
(b) Delinquency by the Lessee in the performance of or
compliance with any other covenant, condition or restriction
contained in this lease and the failure of the Lessee to
perform or comply with the same within thirty (30) days
after written notice to do so is given to the Lessee and to
any lender then holding a security interest in the Premises
or in the leasehold estate of the Lessee pursuant to the
provisions of Paragraph 19 or Paragraph 20 above; provided,
however, that if the nature of
-20-
Lessee's default is such that more than thirty (30) days are
reasonably required for its cure, then Lessee shall not be deemed to
be in default if Lessee commences the cure within that thirty (30)
days' period and thereafter diligently prosecutes the cure to
completion.
(c) Abandonment or surrender of the Premises or of the
leasehold estate by the Lessee.
(d) The subjection of any right or interest of Lessee
hereunder to attachment, execution or other levy, or to
seizure under legal process (except a foreclosure of
security given by Lessee to a lender pursuant to the
provisions of Paragraph 19 or Paragraph 20 above), if not
released within thirty (30) days.
(e) The filing by Lessee of a petition in bankruptcy
or insolvency, or for an arrangement or reorganization, or
the making of an assignment for the benefit of creditors.
(f) The filing against Lessee of a petition in
bankruptcy or insolvency, or for reorganization, or for the
appointment of a receiver to take possession of the Premises
or improvements thereon or of Lessee's interest in the
leasehold or of Lessee's operations on the Premises for any
reason (other than a receivership pursuant to any security
given by the Lessee to a lender referred to in Paragraph 19
or in Paragraph 20 above), if not dismissed within ninety
(90) days.
-21-
(g) Any default or delinquency by Lessee in the
payment of any loan or other obligation secured by a
mortgage or other security instrument given to secure an
obligation to a lender referred to in Paragraph 19 or in
Paragraph 20 above where Lessee's default continues beyond
any period of grace allowed by the applicable loan document.
(h) Any act or event which by the terms of this lease
is expressly made an event of default.
22. REMEDIES OF LESSOR ON DEFAULT. Upon any default of Lessee under
the terms of this lease the Lessors shall, at any time prior to the cure of the
default, have the following remedies in addition to all other rights and
remedies provided by 1aw or equity, to which Lessors may resort cumulatively or
in the alternative:
(a) Lessors may at Lessors' election terminate this
lease by giving written notice of termination. On the giving
of the notice, all Lessee's rights in the Premises shall
terminate. Promptly after notice of termination, Lessee
shall surrender and vacate the Premises and all improvements
thereon, and Lessors 'may reenter and take possession of the
Premised and improvements and eject all parties in
possession. Termination under this subparagraph shall not
relieve Lessee from any claim for damages previously accrued
or then accruing against the Lessee. Said damages shall
include the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the
award exceeds the amount of such rental loss
-22-
for the same period that the Lessee proves could be reasonably
avoided.
(b) Lessors may at Lessors' election reenter the
Premises and, without terminating this lease, at any time
and from time to time relet said Premises and improvements
or any part or parts of them for the account and in the name
of Lessee or otherwise. Any reletting may be for the
remainder of the term or for a longer or shorter period.
Lessors may execute any leases made under this provision
either in Lessors' name or in Lessee's name and shall be
entitled to all rents from the use, operation, or occupancy
of the Premises and improvements. Lessee shall nevertheless
pay to Lessors on the due dates specified in this lease the
equivalent of all sums required of Less&e under the terms of
this lease, plus Lessors' expenses, less the net amount
realized by Lessors upon any such reletting. No act by or
on behalf of Lessors under this provision shall constitute a
termination of this lease unless Lessors give Lessee written
notice of termination.
(c) Lessors shall be entitled at Lessors' election to
each installment of rent or to any combination of
installments for any period before termination, plus
interest on delinquent installments at the highest interest
rate then allowable under the laws of the State of
California.
-23-
(d) Upon any reentry of the Premises by Lessors
pursuant to the provisions of subparagraphs (a) or (b)
above, the Lessors may at Lessors'. election take possession
of all crops on the Premises, harvested and unharvested, and
shall thereupon become the owner of the same, without any
obligation to compensate Lessee or any other person
therefor, except that Lessors shall pay to Lessee all moneys
received from the sale of said crops, less all reasonable
costs and expenses incurred or expended by Lessors in
cultivating, harvesting, processing, handling and selling
said crops, less amounts owed to the holder of a security
interest given to secure crop financing, and less all sums
which may then be due to Lessors under the terms of this
lease or otherwise. Lessors may at Lessors' election use
any of Lessee's machinery, equipment, trade fixtures or
other personal property left upon the Premises, without
compensation and without liability for the use or damage of
the same, or store said property for the account of and at
the cost of Lessee.
The waiver by Lessors of any default or breach of this lease by the Lessee shall
not be deemed or held to be a waiver of any subsequent or other default or
breach hereby by Lessee.
23. SURRENDER AND REMOVAL BY LESSEE; QUITCLAIM. Upon the expiration
of the term of this lease or any earlier termination thereof, the Lessee shall
surrender to Lessors the possession of the Premises and all improvements located
thereon. If Lessee is not at the time of such termination in default under the
terms of this lease, Lessee may remove or
-24-
cause to be removed all of its machinery, equipment, trade fixtures and other
personal property located upon the Premises and then owned by the Lessee; any of
said property not so removed within thirty (,30) days after the date of
termination shall be considered to have been abandoned and thereafter shall
belong to Lessors without the payment of any consideration. Upon such
expiration or earlier termination of this lease, the Lessee agrees to execute,
acknowledge and deliver to Lessors in recordable form a proper instrument
releasing and quitclaiming to Lessors all right, title and interest of the
Lessee in and to the Premises and all improvements located thereon. No holding
over of the possession of the Premises by Lessee beyond the term of this lease
shall be deemed an extension of said term or create the right to an additional
term in the absence of a written agreement executed by Lessors.
24. LEASE SUBJECT TO UTILITY EASEMENTS. This lease is accepted by
Lessee with knowledge of the number, kind and location of all utility easements
located on the Premises, including but not limited to an underground natural gas
pipeline which runs through the same. Lessee agrees to conduct its farming
operations on the Premises in such a manner as will avoid injury to or
interference with any such easement. Lessee hereby indemnifies Lessors against
any and all liability to the owner or owners of such easements for damage
thereto caused by Lessee's operations on the Premises.
25. LESSORS' ENCUMBRANCES. Except as contemplated by Paragraph 20,
Lessors shall not further encumber the Premises or any part thereof during the
first ten (10) years of the lease term without Lessee's prior written consent.
In the event of default by the Lessors under an encumbrance of Lessors' interest
in the Premises, or in the event Lessors' interest in the Premises becomes
subject to-any lien for which Lessee is not responsible under the terms of this
lease and which jeopardizes Lessee's interest in the Premises, Lessee
-25-
shall have the right to cure the default or discharge the lien and. to deduct
the, funds expended in connection with such cure or discharge from subsequent
rental payments becoming due under the terms of this lease. Lessor shall use
its best efforts to cause holders of encumbrances on Lessors' interest in the
Premises to agree to accept performance thereunder by the Lessee.
26. WAIVER OF RIGHT OF ACTION FOR INSURED LOSSES. Each party to this
lease waives any right of action such party may later acquire against the other
for the recovery of any loss or damage to any of such party's property which is
insured under valid and collectible insurance policies, to the extent of any
recovery collectible under such-insurance.
27. OPTION TO EXTEND. Provided that Lessee is not then in default
under the terms of this lease, Lessee shall be entitled to extend the term of
this lease for four (4) successive five-year terms upon giving to Lessors
written notice of Lessee's election to exercise the option to extend the term at
least ninety (90) days prior to the expiration of the then existing term hereof.
Such renewal shall be upon the same terms and conditions as are herein stated.
References in this lease to the term of this lease shall, to the extent
exercised, include the four (4) successive five-year options provided for above.
28. FIRST RIGHT TO PURCHASE. During the term of this lease, provided
Lessee is not in default in the performance of any of its obligations hereunder,
the Lessee shall have the first right to purchase the Premises if the Lessors
receive a bona fide offer to purchase the same from a third party which they
desire to accept, or if the Lessors offer to sell the same. In either such case
the Lessors shall give Lessee written notice of such offer and of all of the
terms and conditions thereof, and thereafter the Lessee shall have twenty (20)
days in which to exercise this first right to purchase by giving to Lessors
written notice of Lessee's election so to do. If this first right to purchase
is not so exercised by Lessee within
-26-
said twenty (20) days' period, it shall lapse and shall be of no further force
or effect and Lessors thereafter shall be free to sell the Premises to a third
party within one hundred and eighty (180) days after Lessee's first right to
purchase lapses, but not for a lesser price or on terms substantially more
favorable to the purchaser. Any such sale to a third party shall be subject to
this lease, it being expressly understood and agreed that this lease shall
continue in full force and effect notwithstanding said sale.
29. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or
any interest herein, or underlet the Premises or any part thereof, without the
prior written consent of the Lessors, except to an affiliate or affiliates of
MONTEREY FARMING CORPORATION (i.e., a partnership in which MONTEREY FARMING
CORPORATION is a general partner, or a joint venture in which MONTEREY FARMING
CORPORATION is a joint venturer), and neither this lease, nor any interest
herein of the Lessee, shall be assignable in proceedings by or against the
Lessee in bankruptcy, or in insolvency, or in any other manner by operation of
1aw; provided, that such consent shall not be unreasonably withheld; provided
further, that Lessors' consent shall not be required in connection with the
transfer of this lease to a lender who has financed improvements to the Premises
under the provisions of paragraph 19 or Paragraph 20 above and who holds a
security interest in the lease hold estate of the Lessee, in a foreclosure or
other like proceedings instituted by the lender under the terms of any such
security instrument, or by an assignment or other conveyance given in lieu of
foreclosure. No assignment under the provisions of this paragraph shall be
effective, however, until the assignee has given written notice of such
assignment to the Lessors, stating the name and address of the assignee and the
date of transfer, accompanied by a copy of the assignment and the written
agreement of the assignee
-27-
expressly assuming and agreeing to keep and perform all of the obligations of
the Lessee under this lease.
30. TIME OF THE ESSENCE. Time and specific performance are of the
essence of this agreement, and of every provision hereof.
31. SUCCESSORS AND ASSIGNS. Subject to the restriction on assignment
hereinabove set forth, this lease and all of the provisions hereof shall inure
to the benefit of and shall be binding upon the heirs, legal representatives,
successors and assigns of the respective parties hereto.
32. ATTORNEYS' FEES. In case either party shall bring suit against
the other to compel the performance of, or to recover for the breach of, any
covenant, agreement or condition herein written, or, in the case of the Lessors,
to recover possession of the Premises or to remove from the record this lease or
any lien or encumbrance thereon created by the Lessee, the prevailing party
shall be entitled to a reasonable attorneys' fee, to be fixed by the court and
made a part of any judgment entered therein.
33. NOTICES. Any notice to be given hereunder will be sufficiently
served if given personally to the person to whom it is addressed, or if
deposited in the United States mail, registered or certified, addressed to the
party to be served at the address shown below his signature hereto, or at such
other address as said party hereafter may designate for the service of notices
hereunder.
34. SHORT FORM LEASE. The parties agree to execute and have
acknowledged a short form lease for purposes of recording in Monterey County,
California, which said short form shall describe the Premises as being subject
to the rights, covenants and restrictions herein contained.
35. ESTOPPEL CERTIFICATE.
-28-
(a) Lessors shall at any time upon not less than fifteen (15)
days prior written notice from Lessee execute, acknowledge and deliver to Lessee
a statement in writing (i) certifying that this lease is unmodified and in full
force and effect or, if 'modified, stating the nature of the modification and
certifying that this lease, as modified, is in full force and effect, and (ii)
acknowledging that there are not, to Lessor knowledge, any uncured defaults on
the part of Lessee hereunder or specifying the defaults if any are claimed. Any
such statement may be conclusively relied upon by any prospective encumbrancer
of the Premises, or Lessee's interest therein.
(b) Lessors' failure to deliver such statement within the time
specified shall be conclusive upon Lessors (i) that this lease is in full force.
and effect, without modification except as may be represented by Lessee, (ii)
that there are no uncured defaults in Lessee's performance, and (iii) that not
more than one semi-annual installment of rent has been paid in advance.
-29-
IN WITNESS WHEREOF, the said parties have executed this lease in
duplicate this 27th day of September, 1979.
LESSOR: LESSEE:
------ ------
MONTERY FARMING
/s/ Xxxx Xxxxxxxxx CORPORATION, a corporation
------------------------------
Xxxx Xxxxxxxxx
By /s/ Xxxxxx X. Xxxxxx
------------------------
/s/ Xxxxxxx Enchenique President
------------------------------
Xxxxxxx Enchenique
By /s/ Xxxxx X. Xxxxxxx
------------------------
/s/ Xxxxxxx X. Xxxxxxxxx Secretary
------------------------------
Xxxxxxx X. Xxxxxxxxx
Address:
000 Xxxxx Xxxxxx Xxxxxxxxx
By /s/ Xxxx Xxxxxxxxx Suite 312
------------------------- Xxxxx Xxxxxx, Xxxxxxxxxx 00000
His Attorney-in-fact
Address:
X.X. Xxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
-30-
CONSENT
XXXX X. XXXXXXXXX, wife of XXXX XXXXXXXXX, and XXXXXXXX XXX XXXXXXXXX,
wife of XXXXXXX X. XXXXXXXXX, hereby consent to the foregoing lease.
DATED: September 27, 1979.
/s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxxxx Xxx Xxxxxxxxx
---------------------------------------------
Xxxxxxxx Xxx Xxxxxxxxx
By /s/ Xxxx Xxxxxxxxx
-------------------------------------------
Her Attorney-in-fact
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 27, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared XXXX XXXXXXXXX,
XXXXXXX XXXXXXXXX and XXXX X. XXXXXXXXX, known to me to be the persons whose
names are subscribed to the within instrument, and acknowledged to me that they
executed the same.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 27, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared XXXX XXXXXXXXX,
known to me to be the persons whose name is subscribed to the within instrument
as the attorney-in-fact of XXXXXXX X. XXXXXXXXX and XXXXXXXX XXX XXXXXXXXX, and
acknowledged to me that he subscribed the names of XXXXXXX X. XXXXXXXXX and
XXXXXXXX XXX XXXXXXXXX thereto as principals, and his own name as
attorney-in-fact.
-31-
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
-00-
XXXXX XX XXXXXXXXXX )
) ss.
COUNTY OF )
On September 28, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared Xxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxxx, known to me to be the President and the Secretary of the
corporation that executed the within instrument, and also known to me to be the
persons who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument pursuant to its by-laws or
a resolution of its Board of Directors.
/s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Notary Public
-00-
Xxxx Xxxxxxxxx, et al to:
EXHIBIT "A"
PARCEL 1
Certain real property situate in the Rancho San Xxxxx, Monterey County,
California, being a part of Lot 1 as shown on map filed in Volume l of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point in the southeasterly boundary of said Lot 1, at the
northeasterly side of the farm road, running along the southwesterly side of
California State Highway US 101 as described in deed from Xxxx Xxxxxxxxx, et al
to the State of California dated May 29, 1969 and recorded in Reel 615 of
Official Records at Page 698, records of said county, and running thence along
said southeasterly lot boundary.
(1) S 44DEG. 41' W, 651.6 feet; thence
(2) N 37DEG. 14' W, 376.8 feet; thence
(3) N 36DEG. 26' W, 4046.4 feet; thence
(4) N 36DEG. 04' W, 457.8 feet; thence
(5) N 44DEG. 04' W, 405.7 feet; thence
(6) N 36DEG. 29' W, 496.4 feet; thence
(7) N 36DEG. 53' W, 410.2 feet; thence
(8) N 30DEG. 47' W, 603.5 feet; thence
(9) N 52DEG. 04' E, 154.0 feet to the northeasterly side of a farm road
running along said highway line; thence along said road line
(10) S 48DEG. 43' E, 265.6 feet; thence
(11) S 45DEG. 11' E, 409.8 feet; thence
(12) S 41DEG. 36' E, 541.1 feet; thence
(13) S 36DEG. 07' E, 358.9 feet; thence
(14) S 40DEG. 01' E, 4419.5 feet; thence
(15) S 40DEG. 20' E, 722.0 feet; to the point of beginning.
CONTAINING AN AREA OF 69.3 ACRES OF LAND, MORE OR LESS
PARCEL 2
Certain real property situate in the Rancho San Xxxxx and the Rancho San
Xxxxxxxx, Monterey County, California, being a part of Lot 1 as shown on map
filed in Volume l of Surveys at Page 34, records of said county, said part being
particularly described as follows:
Beginning at a point in the southeasterly boundary of said Lot 1, at the
southwesterly line of a farm road running along the northeasterly line of said
State Highway and running thence along said southwesterly road line
(1) N 40DEG. 02' W, 1166.1 feet; thence
(2) N 36DEG. 35 W, 450.2 feet; thence
(3) N 44DEG. 14' W, 302.1 feet; thence
(4) N 39DEG. 49' W, 1198.9 feet; thence
(5) N 36DEG. 20' W, 249.7 feet; thence
(6) N 37DEG. 45' W, 601.0 feet; thence
-1-
(7) N 45DEG. 16' W, 351.9 feet; thence continuing along the line
of said farm road, but leaving said highway line
(8) N 39DEG. 49' W, 2499.9 feet; thence
(9) N 49DEG. 48' W, 1773.8 feet; thence
(10) N 38DEG. 14' W, 443.2 feet; thence
(11) N 18DEG. 34' PARA4, 539.6 feet; thence
(12) N 38DEG. 38' W, 203.5 feet; thence
(13) N 50DEG. 30' W, 312.3 feet; thence
(14) N 44DEG. 43' W, 224.8 feet; thence
(15) N 64DEG. 13' W, 247.8 feet; thence
(16) N 33DEG. 19' W, 445.7 feet; thence
(17) N 31DEG. 29' W, 486.7 feet: thence
(18) N 27DEG. 30' E, 243.3 feet; thence
(19) N 44DEG. 05' W, 195.0 feet; thence
(20) N 50DEG. 32' W, 141.6 feet; thence
(21) N 40DEG. 41' W, 201.7 feet; thence
(22) N 50DEG. 51' W, 247.7 feet; thence
(23) N 46DEG. 48' W, 206.2 feet; thence
(24) N 52DEG. 59' E, 270.0 feet; thence
(25) S 42DEG. 40' E, 483.4 feet; thence
(26) S 38DEG. 29' E, 343.3 feet; thence
(27) N 68DEG. 04' E, 206.6 feet; thence
(28) N 86DEG. 50' E, 102.1 feet; thence
(29) S 86DEG. 24' E, 224.0 feet; thence
(30) S 55DEG. 29' E, 126.1 feet; thence
(31) S 39DEG. 52' E, 308.5 feet; thence
(32) N 49DEG. 33' E, 62.0 feet; thence
(33) N 22DEG. 53' E, 160.3 feet; thence
(34) S 78DEG. 48' E, 234.9 feet; thence
(35) S 54DEG. 54' E, 174.2 feet; thence
(36) N 86DEG. 20' E, 192.4 feet; thence
(37) S 83DEG. 52' E, 282.8 feet; thence
(38) S 89DEG. 24' E, 329.5 feet; thence
(39) S 80DEG. 13' E, 291.6 feet; thence
(40) S 39DEG. 08' E, 230.0 feet; thence
(41) S 24DEG. 24' E, 300.9 feet; thence
(42) S 66DEG. 49' E, 234.6 feet; thence
(43) N 19DEG. 13' E, 182.3 feet; thence
(44) N 35DEG. 08' W, 199.1 feet; thence
(45) N 51DEG. 46' E, 232.9 feet; to a point now designated
"A"; thence
(46) N 70DEG. 15' E, 133.2 feet; thence
(47) S 75DEG. 35' E, 295.5 feet; thence
(48) S 69DEG. 24' E, 211.9 feet; thence
(49) S 79DEG. 01' E, 157.6 feet; thence
(50) S 44DEG. 20' E, 213.1 feet; thence
(51) S 73DEG. 03' E, 249.7 feet; thence
-2-
(52) S 48DEG. 18' E, 146.1 feet; thence
(53) S 36DEG. 36' E, 345.1 feet; thence
(54) S 32DEG. 30' E, 296.1 feet; thence
(55) S 13DEG. 53' E. 106.3 feet; thence
(56) N 53DEG. 47' E, 303.9 feet; thence
(57) S 42DEG. 42' E, 588.7 feet; thence
(58) N 49DEG. 25' E. 474.6 feet; thence
(59) S 51DEG. 50' E, 265.2 feet; thence
(00) X 0XXX. 30' E, 164.2 feet; thence
(61) S 41DEG. 03' E, 793.3 feet; thence
(62) S 26DEG. 53' W, 130.7 feet; thence
(63) S 74DEG. 01' w, 208.9 feet; thence
(64) S 37DEG. 38' W, 131.6 feet; thence
(65) S 34DEG. 54' E, 321.8 feet; thence
(66) S 32DEG. 47' E, 190.2 feet; thence
(67) S 52DEG. 55' W, 252.5 feet; thence
(68) S 27DEG. 00' E, 471.3 feet; thence
(00) X 0XXX. 03' E, 131.1 feet; thence
(70) S 43DEG. 52' W, 224.5 feet; thence
(71) S 88DEG. 52' W, 80.9 feet; thence
(72) N 36DEG. 49' W, 745.5 feet; thence
(73) N 54DEG. 47' W, 204.7 feet; thence
(74) N 25DEG. 04' W, 225.1 feet; thence
(75) N 44DEG. 35' W, 144.7 feet; thence
(76) S 56DEG. 21' W, 159.3 feet; thence
(77) S 22DEG. 48' E, 136.1 feet; thence
(78) S 50DEG. 14' E, 88.7 feet; thence
(79) S 28DEG. 40' E, 720.6 feet; thence
(80) S 34DEG. 50' W, 83.2 feet; thence
(81) S 04DEG. 57' W, 106.7 feet; thence
(82) S 39DEG. 55' E, 73.2 feet; thence
(83) S 78DEG. 25' E, 212.3 feet; thence
(84) S 43DEG. 45' E, 146.5 feet: thence
(85) S 26DEG. 20' E, 247.4 feet; thence
(86) S 54DEG. 52' W, 447.4 feet; thence
(87) N 87DEG. 29' W, 123.3 feet; thence
(88) N 62DEG. 22' W, 263.4 feet; thence
(89) N 40DEG. 44' W, 380.9 feet; thence
(90) S 30DEG. 43' W, 223.1 feet; thence
(91) S 14DEG. 31' E, 78.2 feet; thence
(92) S 38DEG. 35' E, 267.5 feet; thence
(93) S 62DEG. 13' E, 322.9 feet; thence
(94) S 57DEG. 18' E, 325.2 feet; thence
(95) S 80DEG. 01' E, 88.1 feet; thence
(96) S 43DEG. 57' E, 122.8 feet; thence
(97) S 02DEG. 46' W, 207.1 feet; thence
(98) S 34DEG. 23' E, 497.4 feet; thence
-3-
(99) S 26DEG. 30' E, 266.2 feet; thence
(100) S 33DEG. 16' E, 309.4 feet; thence
(101) S 23DEG. 25' E, 263.8 feet; thence
(102) S 42DEG. 31' E, 314.4 feet; thence
(103) N 85DEG. 46' E, 194.1 feet; thence
(104) S 19DEG. 41' E, 201.0 feet; thence
(105) S 34DEG. 35' E, 241.7 feet; thence
(106) S 29DEG. 31' E, 620.3 feet; thence
(107) S 56DEG. 13' E, 106.3 feet; thence
(108) S 71DEG. 54' E, 149.0 feet; thence
(109) S 54DEG. 13' E, 125.7 feet; thence
(110) S 35DEG. 55' E, 152.0 feet: thence
(111) S 54DEG. 24' E, 536.3 feet to intersection with said
southeasterly line of Lot 1: thence along said lot line
(112) S 44DEG. 41' W, 1457.8 feet to the place of beginning
CONTAINING AN AREA OF 573.8 ACRES OF LAND, MORE OR LESS
PARCEL 3
Certain real property situate in the Rancho San Xxxxxxxx, Monterey County,
California, being a part of Lot 4 as shown as map filed in Volume 1 of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point from which the hereinbefore mentioned Point "A" bears
S 40DEG. 55' 50" E, 399.0 feet distant and running thence
(1) N 72DEG. 36' W, 140.5 feet; thence
(2) S 86DEG. 03' W, 619.0 feet; thence
(3) N 77DEG. 00' W, 179.3 feet; thence
(4) S 83DEG. 10' W, 234.7 feet; thence
(5) N 82DEG. 37' W, 612.0 feet; thence
(6) N 76DEG. 58' W, 311.8 feet; thence
(7) N 85DEG. 33' W, 467.4 feet; thence
(8) N 61DEG. 20' W, 151.2 feet; thence
(9) N 43DEG. 23' W, 328.0 feet; thence
(10) N 36DEG. 53' W, 619.6 feet; thence
(11) N 17DEG. 33' W, 269.3 feet; thence
(12) N 28DEG. 32' E, 389.8 feet; thence
(13) N 82DEG. 55' E, 158.7 feet; thence
(14) S 66DEG. 58' E, 365.8 feet; thence
(19) S 67DEG. 34' E, 777.4 feet; thence
(16) S 64DEG. 30' E, 1024.0 feet; thence
(17) S 73DEG. 04' E, 388.8 feet; thence
(18) S 55DEG. 49' E, 329.3 feet; thence
(19) S 80DEG. 07' E, 331.0 feet; thence
(20) S 53DEG. 18' E, 79.3 feet; thence
(00) X 0XXX. 26' E, 261.6 feet; thence
-4-
(22) S 12DEG. 02' W, 79.5 feet to the place of beginning
CONTAINING AN AREA OF 63.8 ACRES OF LAND, MORE OR LESS
PARCEL 4
EXHIBIT "C"
Certain real property situate in the Rancho San Xxxxxxxx, Monterey County,
California, being a part of Lot 1 as shown on map filed in Volume 1 of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point from which the hereinbefore mentioned Point "A" bears
S 30DEG. 11' 20" E, 326.1 feet distant and running thence
(1) N 2DEG. 51' E, 293.9 feet: thence
(2) N 62DEG. 06' E, 65.2 feet; thence
(3) N 67DEG. 11' E, 779.4 feet; thence
(4) S 40DEG. 01' E, 232.0 feet; thence
(5) S 76DEG. 42' E, 422.9 feet; thence
(6) S 81DEG. 29' E, 876.2 feet; thence
(7) S 67DEG. 41' E, 553.4 feet; thence
(8) S 65DEG. 16' E, 492.0 feet; thence
(9) S 62DEG. 20' E, 265.4 feet; thence
(10) S 69DEG. 09' W, 225.0 feet; thence
(11) N 77DEG. 14' W, 270.0 feet; thence
(12) fl 73DEG. 54' W, 209.7 feet; thence
(13) N 84DEG. 52' W, 325.5 feet; thence
(14) N 89DEG. 47' W, 366.5 feet; thence
(15) N 74DEG. 52' W, 61.3 feet; thence
(16) N 12DEG. 38' E, 160.5 feet; thence
(17) S 60DEG. 48' W, 330.7 feet; thence
(18) N 84DEG. 30' W, 393.1 feet; thence
(19) N 81DEG. 03' W, 215.4 feet; thence
(20) N 76DEG. 45' W, 859.9 feet; thence
(21) S 84DEG. 08' W, 293.9 feet to the place of beginning
CONTAINING AN AREA OF 33.5 ACRES OF LAND, MORE OR LESS
-5-
COURSES ALL TRUE
This description was prepared under my
direction.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Xxxx X. Xxxxxx LS 3880
-6-
MEMORANDUM OF LEASE
THIS LEASE is made by and between XXXX XXXXXXXXX, a married man
dealing with his separate property, XXXXXXX X. XXXXXXXXX, a married man dealing
with his separate property, and XXXXXXX XXXXXXXXX, a single man, hereinafter
collectively called Lessors, and MONTEREY FARMING CORPORATION, a corporation,
hereinafter called Lessee.
For and in consideration of the mutual covenants contained in that
unrecorded lease between the parties, executed simultaneously with this
instrument and hereinafter cal led the lease agreement," Lessors lease to
Lessee, and Lessee takes and hires from Lessors, on and subject to the terms,
provisions and conditions set forth in the lease agreement, approximately 707
acres of sprinkler-irrigated farming land located on the Xxxxxxxxx Ranch near
the town of San Xxxxx in Monterey County, California. Hereunto attached and
incorporated herein by reference are a description of said land, marked "Exhibit
A," and a map showing the location and boundaries of the same, marked "Exhibit
B." Said lease land is hereinafter referred to as the "Premises."
The terms and conditions of the lease agreement include the following:
TERM. The term of this lease is thirty (30) years and one (1)
month commencing November 1, 1979, and ending November 30, 2009,
subject to the option to extend referred to below.
OIL AND CAS LEASES. This lease is subject and subordinate to a
certain oil and gas lease affecting the Premises, dated August 8,
1973, taken by Getty Oil Company, a Delaware corporation, as lessee,
recorded August 24, 1973, on Reel 866, at Page 930, and re-recorded
August 29, 1973, on Reel 867, at Page 823, Official Records of
Monterey County, California; said lessee's interest therein was
subsequently assigned to and is now held by Husky Oil Company of
Delaware, a corporation. Notwithstanding anything to the contrary
contained in this lease, Lessors shall have the right at any time
or from time to time to execute other oil, gas or mineral-leases with
respect to the Premises (or to extend the existing oil and gas lease
held by Husky Oil Company of Delaware); provided, that neither Lessors
nor said mineral lessee shall have the right, without the prior
written consent of the Lessee, to enter upon the surface of the
Premises or the upper 500 feet thereof to explore for, produce, or
extract oil, gas or other minerals. All oil, gas or mineral leases
hereafter executed by Lessors with respect to the Premises shall
contain a provision making the lessee therein primarily liable to
Lessors and Lessee, as their respective interests may appear, for all
damages to livestock, crops, vines, trees, fences, roads, ditches,
buildings and other improvements on the Premises, caused by said
lessee's operations thereon. Lessors hereby agree to indemnify and
hold harmless the Lessee from and against all such damages.
LESSORS' ENCUMBRANCES. Except as contemplated by Paragraph 20 of
the lease agreement, Lessors shall not further encumber the Premise's
or any part thereof during the first ten (10) years of the lease term
without Lessee's prior written consent.
OPTION TO EXTEND. Provided that Lessee is not then in default
under the terms of this lease, Lessee shall be entitled to extend the
term of this lease for four (4) successive five-year terms upon giving
to Lessors written notice of Lessee's election to exercise the option
to extend the term at least ninety (90) days prior to the expiration
of the then existing term hereof. Such renewal shall be upon the same
terms and conditions as are herein stated. References in this lease
to the term of this lease shall, to the extent exercised, include the
four (4) successive five-year options provided for above.
FIRST RIGHT TO PURCHASE. During the term of this lease, provided
Lessee is not in default in the performance of any of its obligations
hereunder, the Lessee shall have the first right to purchase the
Premises if the Lessors receive a bona fide offer to purchase
-2-
the same from a third party which they desire to accept, or if the
Lessors offer to sell the same. In either such case the Lessors shall
give Lessee written notice of such offer and of all of the terms and
conditions thereof, and thereafter the Lessee shall have twenty (20)
days in which to exercise this first right to purchase by, giving to
Lessors written notice of Lessee's election so to do. If this first
right to purchase is not so exercised by Lessee within said twenty
(20) days' period, it shall lapse and shall be of no further force or
effect and Lessors thereafter shall be free to sell the Premises to a
third party within one hundred and eighty (180) days after Lessee's
first right to purchase lapses, but not for a lesser price or on
terms substantially more favorable to the purchaser. Any such sale to
a third party shall be subject to this lease, it being expressly
understood and agreed that this lease shall continue in full force and
effect notwithstanding said sale.
ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or
any interest heroin, or underlet the Premises or any part thereof,
without the prior written consent of the Lessors, except to an
affiliate or affiliates of MONTEREY FARMING CORPORATION (i.e., a
partnership in which MONTEREY FARMING CORPORATION is a general
partner, or a joint venture in which MONTEREY FARMING CORPORATION is a
joint venturer), and neither this lease, nor any interest herein of
the Lessee, shall be assignable in proceedings by or against the
Lessee in bankruptcy or in insolvency, or in any other manner by
operation of law; provided, that such consent shall not be
unreasonably withheld; provided further, that Lessors' consent shall
not be required in connection with the transfer of this lease to a
lender who has financed improvements to the Premises under the
provisions of Paragraph 19 or Paragraph 20 of the lease agreement and
who holds a security interest in the leasehold estate of the Lessee,
in a foreclosure or other like proceedings instituted by the lender
-3-
under the terms of any such security instrument, or by an assignment
or other conveyance given in lieu of foreclosure. No assignment under
the provisions of this paragraph shall be effective, however, until
the assignee has given written notice of such assignment to the
Lessors, stating the name and address of the assignee and the date of
transfer, accompanied by a copy of the assignment and the written
agreement of the assignee expressly assuming and agreeing to keep and
perform all of the obligations of the Lessee under this lease.
All of the terms, provisions and conditions of the lease agreement
executed by the parties simultaneously with this memorandum agreement are
incorporated in and made a part hereof by reference.
-4-
IN WITNESS WHEREOF, the said parties have executed this lease in
duplicate this 27th day of September, 1979.
LESSOR: LESSEE:
------ ------
MONTERY FARMING
/s/ Xxxx Xxxxxxxxx CORPORATION, a corporation
------------------------------
Xxxx Xxxxxxxxx
By /s/ Xxxxxx X. Xxxxxx
-------------------------
/s/ Xxxxxxx Enchenique President
------------------------------
Xxxxxxx Enchenique
By /s/ Xxxxx X. Xxxxxxx
-------------------------
/s/ Xxxxxxx X. Xxxxxxxxx Secretary
------------------------------
Xxxxxxx X. Xxxxxxxxx
Address:
000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
By /s/ Xxxx Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000
-------------------------
His Attorney-in-fact
Address:
X.X. Xxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
-5-
CONSENT
XXXX X. XXXXXXXXX, wife of XXXX XXXXXXXXX, and XXXXXXXX XXX XXXXXXXXX,
wife of XXXXXXX X. XXXXXXXXX, hereby consent to the foregoing lease.
DATED: September 27, 1979.
/s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxxxx Xxx Xxxxxxxxx
---------------------------------------------
Xxxxxxxx Xxx Xxxxxxxxx
By /s/ Xxxx Xxxxxxxxx
-------------------------------------------
Her Attorney-in-fact
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 27, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared XXXX XXXXXXXXX,
XXXXXXX XXXXXXXXX and XXXX X. XXXXXXXXX, known to me to be the persons whose
names are subscribed to the within instrument, and acknowledged to me that they
executed the same.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 27, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared XXXX XXXXXXXXX,
known to me to be the persons whose name is subscribed to the within instrument
as the attorney-in-fact of XXXXXXX X. XXXXXXXXX and XXXXXXXX XXX XXXXXXXXX, and
acknowledged to me that he subscribed the names of XXXXXXX X. XXXXXXXXX and
XXXXXXXX XXX XXXXXXXXX thereto as principals, and his own name as
attorney-in-fact.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
-6-
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On September 28, 1979, before me, the undersigned, a Notary
Public in and for said county and state, personally appeared Xxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxxx, known to me to be the President and the Secretary of the
corporation that executed the within instrument, and also known to me to be the
persons who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument pursuant to its by-laws or
a resolution of its Board of Directors.
/s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Notary Public
-7-
Xxxx Xxxxxxxxx, et al to:
EXHIBIT "A"
PARCEL 1
Certain real property situate in the Rancho San Xxxxx, Monterey County,
California, being a part of Lot 1 as shown on map filed in Volume 1 of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point in the southeasterly boundary of said Lot 1, at the
northeasterly side of the farm road running along the southwesterly side of
California State Highway US 101 as described in deed from Xxxx Xxxxxxxxx, et al
to the State of California dated May 29,1969 and recorded in Reel 615 of
Official Records at Page 698, records of said county, and running thence along
said southeasterly lot boundary.
(1) S 44DEG. 41' W, 651.6 feet; thence
(2) N 37DEG. 14' W, 376.8 feet; thence
(3) N 36DEG. 26' W, 4046.4feet; thence
(4) N 36DEG. 04' W, 457.8 feet; thence
(5) N 44DEG. 04' W, 405.7 feet; thence
(6) N 36DEG. 29' W, 496.4 feet; thence
(7) N 36DEG. 53' W, 410.2 feet; thence
(8) N 30DEG. 47' W, 603.5 feet; thence
(9) N 52DEG. 04' E, 154.0 feet to the northeasterly side of a
farm road running along and said highway line; thence along said road
line
(10) S 48DEG 43' E, 265.6 feet; thence
(11) S 45DEG 11' W, 409.8 feet; thence
(12) S 41DEG. 36' E, 541.1 feet; thence
(13) S 36DEG. 07' E, 353.9 feet; thence
(14) S 40DEG. 01' E, 4419.5 feet; thence
(15) S 40DEG. 20' E, 722.0 feet; to the point of beginning.
PARCEL 2
Certain real property situate in the Rancho San Xxxxx, Monterey County,
California, being a part of Lot 1 as shown on map filed in Volume 1 of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point in the southeasterly boundary of said Lot 1, at the
southwesterly line of a farm road running along the northeasterly line of said
State Highway and running thence along said southwesterly road line
(1) N 40DEG. 02' W, 1166.1 feet; thence
(2) N 36DEG. 35' W, 450.2 feet; thence
(3) N 44DEG. 14' W, 302.1 feet; thence
(4) N 39DEG. 49' W, 1198.9 feet; thence
(5) N 36DEG. 20' W, 249.7 feet; thence
(6) N 37DEG. 45' W, 601.0 feet; thence
(7) N 45DEG. 16' W, 351.9 feet; thence continuing along the line
of said farm road, but leaving said county highway line
-1-
(8) N 39DEG. 49' W, 2499.9 feet; thence
(9) N 49DEG. 43' W, 1773.8 feet; thence
(10) N 33DEG. 14' W, 443.2 feet; thence
(II) N 18DEG. 34' W, 539.6 feet; thence
(12) N 33DEG. 38' W, 203.5 feet; thence
(13) N 50DEG. 30' W, 312.3 feet; thence
(14) N 44DEG. 43' W, 224.8 feet; thence
(15) N 64DEG. 13' W, 247.8 feet; thence
(16) N 33DEG. 19' W, 445.7 feet; thence
(17) N 31DEG. 29' W, 486.7 feet: thence
(18) N 27DEG. 30' E, 243.3 feet; thence
(19) N 44DEG. 05' W, 195.0 feet; thence
(20) N 50DEG. 32' W, 141.6 feet; thence
(21) N 40DEG. 41' W, 201.7 feet; thence
(22) N 50DEG. 51' W, 247.7 feet; thence
(23) N 46DEG. 48' W, 206.2 feet; thence
(24) N 52DEG. 59' E, 270.0 feet; thence
(25) S 42DEG. 40' E, 483.4 feet; thence
(26) S 38DEG. 29' E, 343.3 feet; thence
(27) N 68DEG. 04' E, 206.6 feet; thence
(28) N 86DEG. 50' E, 102.1 feet; thence
(29) S 86DEG. 24' E, 224.0 feet; thence
(30) S 55DEG. 29' E, 126.1 feet; thence
(31) S 39DEG. 52' E, 308.5 feet; thence
(32) N 49DEG. 33' E, 62.0 feet; thence
(33) N 22DEG. 53' E, 160.3 feet; thence
(34) S 78DEG. 48' E, 234.9 feet; thence
(35) S 54DEG. 54' E, 174.2 feet; thence
(36) N 86DEG. 20' E, 192.4 feet; thence
(37) S 83DEG. 52' E, 282.8 feet; thence
(38) S 89DEG. 24' E, 329.5 feet; thence
(39) S 80DEG. 13' E, 291.6 feet; thence
(40) S 39DEG. 08' E, 230.0 feet; thence
(41) S 24DEG. 24' E, 300.9 feet; thence
(42) S 66DEG. 49' E, 234.6 feet; thence
(43) N 19DEG. 13' E, 182.3 feet; thence
(44) N 35DEG. 08' W, 199.1 feet; thence
(45) N 51DEG. 46' E, 232.9 feet; to a point now designated "A";
thence
(46) N 70DEG. 15' E, 133.2 feet; thence
(47) S 75DEG. 35' E, 295.5 feet; thence
(48) S 69DEG. 24' E, 211.9 feet; thence
(49) S 79DEG. 01' E, 157.6 feet; thence
(50) S 44DEG. 20' E, 213.1 feet; thence
(51) S 73DEG. 03' E, 249.7 feet; thence
(52) S 48DEG. 18' E, 146.1 feet; thence
(53) S 36DEG. 36' E, 345.1 feet; thence
(54) S 32DEG. 30' E, 296.1 feet; thence
-2-
(55) S 13DEG. 53' E. 106.3 feet; thence
(56) N 53DEG. 47' E, 303.9 feet; thence
(57) S 42DEG. 42' E, 588.7 feet; thence
(58) N 49DEG. 25' E. 474.6 feet; thence
(59) S 51DEG. 50' E, 265.2 feet; thence
(00) X 0XXX. 30' E, 164.2 feet; thence
(61) S 41DEG. 03' E, 793.3 feet; thence
(62) S 26DEG. 53' W, 130.7 feet; thence
(63) S 74DEG. 01' w, 208.9 feet; thence
(64) S 37DEG. 38' W, 131.6 feet; thence
(65) S 34DEG. 54' E, 321.8 feet; thence
(66) S 32DEG. 47' E, 190.2 feet; thence
(67) S 52DEG. 55' W, 252.5 feet; thence
(68) S 27DEG. 00' E, 471.3 feet; thence
(00) X 0XXX. 03' E, 131.1 feet; thence
(70) S 43DEG. 52' W, 224.5 feet; thence
(71) S 88DEG. 52' W, 80.9 feet; thence
(72) N 36DEG. 49' W, 745.5 feet; thence
(73) N 54DEG. 47' W, 204.7 feet; thence
(74) N 25DEG. 04' W, 225.1 feet; thence
(75) N 44DEG. 35' W, 144.7 feet; thence
(76) S 56DEG. 21' W, 159.3 feet; thence
(77) S 22DEG. 48' E, 136.1 feet; thence
(78) S 50DEG. 14' E, 88.7 feet; thence
(79) S 28DEG. 40' E, 720.6 feet; thence
(80) S 34DEG. 50' W, 83.2 feet; thence
(81) S 04DEG. 57' W, 106.7 feet; thence
(82) S 39DEG. 55' E, 73.2 feet; thence
(83) S 78DEG. 25' E, 212.3 feet; thence
(84) S 43DEG. 45' E, 146.5 feet: thence
(85) S 26DEG. 20' E, 247.4 feet; thence
(86) S 54DEG. 52' W, 447.4 feet; thence
(87) N 87DEG. 29' W, 123.3 feet; thence
(88) N 62DEG. 22' W, 263.4 feet; thence
(89) N 40DEG. 44' W, 380.9 feet; thence
(90) S 30DEG. 43' W, 223.1 feet; thence
(91) S 14DEG. 31' E, 78.2 feet; thence
(92) S 38DEG. 35' E, 267.5 feet; thence
(93) S 62DEG. 13' E, 322.9 feet; thence
(94) S 57DEG. 18' E, 325.2 feet; thence
(95) S 80DEG. 01' E, 88.1 feet; thence
(96) S 43DEG. 57' E, 122.8 feet; thence
(97) S 02DEG. 46' W, 207.1 feet; thence
(98) S 34DEG. 23' E, 497.4 feet; thence
(99) S 26DEG. 30' E, 266.2 feet; thence
(100)S 33DEG. 16' E, 309.4 fe&t; thence
(101)S 23DEG. 25' E, 263.8 feet; thence
-3-
(102)S 42DEG. 31' E, 314.4 feet; thence
(103)N 85DEG. 46' E, 194.1 feet; thence
(104)S 19DEG. 41' E, 201.0 feet; thence
(105)S 34DEG. 35' E, 241.7 feet; thence
(106)S 29DEG. 31' E, 620.3 feet; thence
(107)S 56DEG. 13' E, 106.3 feet; thence
(108)S 71DEG. 54' E, 149.0 feet; thence
(109)S 54DEG. 13' E, 125.7 feet; thence
(110)S 35DEG. 55' E, 152.0 feet: thence
(111)S 54DEG. 24' E, 536.3 feet to intersection with said
southeasterly line of Lot 1: thence along said lot line
(112)S 44DEG. 41' W, 1457.8 feet to the place of beginning
CONTAINING AN AREA OF 573.8 ACRES OF LAND, MORE OR LESS
PARCEL 3
Certain real property situate in the Rancho San Xxxxxxxx, Monterey County,
California, being a part of Lot 4 as shown as map filed in Volume 1 of Surveys
at Page 34, records of said county, said part being particularly described as
follows:
Beginning at a point from which the hereinbefore mentioned Point "A" bears
S 40DEG. 55' 50" E, 399.0 feet distant and running thence
(1) N 72DEG. 36' W, 140.5 feet; thence
(2) S 86DEG. 03' W, 619.0 feet; thence
(3) N 77DEG. 00' W, 179.3 feet; thence
(4) S 83DEG. 10' W, 234.7 feet; thence
(5) N 82DEG. 37' W, 612.0 feet; thence
(6) N 76DEG. 58' W, 311.8 feet; thence
(7) N 85DEG. 33' W, 467.4 feet; thence
(8) N 61DEG. 20' W, 151.2 feet; thence
(9) N 43DEG. 23' W, 328.0 feet; thence
(10) N 36DEG. 53' W, 619.6 feet; thence
(11) N 17DEG. 33' W, 269.3 feet; thence
(12) N 28DEG. 32' E, 389.8 feet; thence
(13) N 82DEG. 55' E, 158.7 feet; thence
(14) S 66DEG. 58' E, 365.8 feet; thence
(19) S 67DEG. 34' E, 777.4 feet; thence
(16) S 64DEG. 30' E, 1024.0 feet; thence
(17) S 73DEG. 04' E, 388.8 feet; thence
(18) S 55DEG. 49' E, 329.3 feet; thence
(19) S 80DEG. 07' E, 331.0 feet; thence
(20) S 53DEG. 18' E, 79.3 feet; thence
(00) X 0XXX. 26' E, 261.6 feet; thence
(22) S 12DEG. 02' W, 79.5 feet to the place of beginning
CONTAINING AN AREA OF 63.8 ACRES OF LAND, MORE OR LESS
-4-
-5-
Recorded at the Request of
RETURN TO:
MONTEREY FARMING CORPORATION
0000 Xxxxx Xxxx Xxxx., Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
AMENDMENT TO MEMORANDUM OF LEASE
--------------------------------
This Amendment to Memorandum of Lease is made with reference to that
certain Memorandum of Lease executed on September 27, 1979, and recorded in Reel
1376 at Page 379, Series G 50142, at the Office of the Recorder for the County
of Monterey, State of California, wherein XXXX XXXXXXXXX, XXXXXXX X. XXXXXXXXX,
and XXXXXXX XXXXXXXXX were therein named "Lessors," and MONTEREY FARMING
CORPORATION, a corporation, was named therein as "Lessee."
SAID LEASE IS HEREBY AMENDED to include and annex certain additional real
property consisting of certain easements for pipeline purposes, and easements
for well lot purposes which shall hereafter be fully subject to all of the terms
and conditions of said Lease and this Amendment hereto. Said easements are more
fully described in Exhibit "A" attached hereto and by-reference made a part
hereof.
Lessee shall have the right to use said easements for ingress, egress,
installment, maintenance, and operation of water xxxxx and water transmission
lines, including necessary utilities for their operation, on the property
described herein in Exhibit "A" for the balance of the lease term and any
extensions thereto as provided in said Lease.
-1-
In all other respects, the parties hereto confirm and agree to be bound by
each and every term and condition of said Lease.
/s/ Xxxx Xxxxxxxxx
---------------------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxxx
LESSORS
MONTEREY FARMING CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
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By /s/ Xxxxxx X. Xxxxx
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LESSEE
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 4, 1987, before me, the undersigned Notary Public in and for
said State, personally appeared XXXX XXXXXXXXX, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to this instrument, and acknowledged that he executed it.
/s/ Xxxx X. Xxxxxx
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Notary Public
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STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 4, 1987, before me, the undersigned Notary Public in and for
said State, personally appeared XXXXXXX X. XXXXXXXXX, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that he
executed it.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF MONTEREY )
On September 4, 1987, before me, the undersigned Notary Public
in and for said State, personally appeared XXXXXXX XXXXXXXXX, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that he executed
it.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On September 4, 1987, before me, the undersigned Notary Public in and for
said State, personally appeared Xxxxxx X. Xxxxxxxx personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) who
executed the within instrument as Vice President and _________________ of the
corporation therein named and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
board of directors.
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Notary Public
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Xxxx Xxxxxxxxx, et al, to:
Certain real property situate in the Rancho San Xxxxxxxx, County of
Monterey, State of California, being a part of Lot 1 as said lot is shown and so
delineated on the Map filed in Volume 1 of Surveys at Page 34, records of said
county, said portion being more particularly described as follows:
FIRST
AN EASEMENT for pipeline purposes, 15 feet wide, lying 7.50 feet equally on
each side of the following described centerline:
Beginning at a point on an existing pipeline, from which a - -point in the
southeasterly boundary of said Lot 1, at the southwesterly line of a farm road
running along the northeasterly line of the California State Highway - U.S. 101
(as described in -Deed from Xxxx Xxxxxxxxx, et al, to the State of California,
dated May 29, 1969 and recorded in Reel 615 of Official Records at Page 698,
records of said county) bears S.12DEG. 01' 13" E., 7,925.84 feet distant;
thence running along an existing pipeline
1. N.40DEG. 17'10"E., 2,329.53 feet; thence
2. N.12DEG. 49'57"E., 275.00 feet; thence
3. N.33DEG. 33'08"E., 209.02 feet to a point herein and now designated a
point "A" for the reference thereto in further description hereinafter
to be made; thence
4. N.33DEG. 33'08"E., 209.02 feet to a point herein and now designated
as point "C" for the reference thereto in further description
hereinafter to be made; thence
5. N.33DEG. 33'08"E., 124.06 feet to a point herein and now designated
as point "D" for the reference thereto in further description
hereinafter to be made.
SECOND
AN EASEMENT for pipeline purposes, 15 feet wide, lying equally 7.50 feet on
each side of the following described centerline:
Beginning at the hereinbefore mentioned point "A" and running thence along
an existing pipeline
1. N.19DEG. 31'48"W., 369.65 feet to a point herein and now designated
as point "B" for the reference thereto in further description
hereinafter to be made.
THIRD
AN EASEMENT for pipeline purposes, 15 feet wide, lying equally 7.50 feet on
each side of the following described centerline:
Beginning at the hereinbefore mentioned point "C" and running thence along
an existing pipeline
1. N.56DEG. 26'52"W., 27.71 feet to a point herein and now designated as
point "E" for the reference thereto in further description hereinafter
to be made.
FOURTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "B" and running thence
1. N.70DEG. 12" E., 10.00 feet; thence
2. N.19DEG. 31'48"W., 20.00 feet; thence
3. S.70DEG. 27'12"W., 20.00 feet; thence
4. S.19DEG. 31'48E., 20.00 feet; thence
5. N.70DEG. 28'12"E., 10.00 feet to the point of beginning.
FIFTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "E" and running thence
1. N.33DEG. 33'08"E., 10.00 feet; thence
2. N.56DEG. 26'52"W., 20.00 feet; thence
3. S.33DEG. 33'08"W., 20.00 feet; thence
4. S.56DEG. 26'52"E., 20.00 feet; thence
5. N.33DEG. 33'08"E., 10.00 feet to the point of beginning.
SIXTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "D" and running thence
1. S.56DEG. 26'52"E., 10.00 feet; thence
2. N.33DEG. 33'08"E., 20.00 feet; thence
3. N.56DEG. 26'52"W., 20.00 feet; thence
4. S.33DEG. 33'08"W., 20.00 feet; thence
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5. S.56DEG. 26'52"E., 10.00 feet to the point of beginning.
COURSES ALL TRUE.
This description was prepared under my direction
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxx X. Xxxxxxx L.S. 4448
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FIRST AMENDMENT TO LEASE
------------------------
THIS AMENDMENT TO LEASE is made with reference to that certain Lease dated
September 27, 1979, wherein XXXX XXXXXXXXX, XXXXXXX X. XXXXXXXXX, and XXXXXXX
XXXXXXXXX were therein named "Lessors," and MONTEREY FARMING CORPORATION, a
corporation, was therein named "Lessee." A Memorandum of said Lease was recorded
in Reel 1376, at Page 379, Series G 50142, in the Office of the County Recorder
for the County of Monterey, State of California.
The parties hereto desire to amend said Lease to include and annex certain
additional real property consisting of certain easements for pipeline purposes,
and easements for well lot purposes which shall hereafter be fully subject to
all of the terms and conditions of said Lease and this Amendment hereto. Said
easements are more fully described in Exhibit "A" attached hereto and by
reference made a part hereof.
Lessee shall have the right to use said easements for ingress, egress,
installment, maintenance, and operation of water xxxxx and water transmission
lines, including necessary utilities for their operation, on the property
described herein in Exhibit "A" for the balance of the lease term and any
extensions thereto as provided in said Lease.
In all other respects, the parties hereto confirm and agree to be bound by
each and every term and term and condition of said Lease.
-1-
IN WITNESS WHEREOF, the said parties have executed this Amendment to Lease
this 4 day of September, 1987.
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxxx
LESSORS
MONTEREY FARMING CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
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Vice President
By
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LESSEE
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Xxxx Xxxxxxxxx, et al, to:
Certain real property situate in the Rancho San Xxxxxxxx, County of
Monterey, State of California, being a part of Lot 1 as said lot is shown and so
delineated on the Map filed in Volume 1 of Surveys at Page 34, records of said
county, said portion being more particularly described as follows:
FIRST
AN EASEMENT for pipeline purposes, 15 feet wide, lying 7.50 feet equally on
each side of the following described centerline:
Beginning at a point on an existing pipeline, from which a - -point in the
southeasterly boundary of said Lot 1, at the southwesterly line of a farm road
running along the northeasterly line of the California State Highway - U.S. 101
(as described in -Deed from Xxxx Xxxxxxxxx, et al, to the State of California,
dated May 29, 1969 and recorded in Reel 615 of Official Records at Page 698,
records of said county) bears S.12DEG. 01' 13" E., 7,925.84 feet distant;
thence running along an existing pipeline
1. N.40DEG. 17'10"E., 2,329.53 feet; thence
2. N.12DEG. 49'57"E., 275.00 feet; thence
3. N.33DEG. 33'08"E., 209.02 feet to a point herein and now designated a
point "A" for the reference thereto in further description hereinafter
to be made; thence
4. N.33DEG. 33'08"E., 209.02 feet to a point herein and now designated
as point "C" for the reference thereto in further description
hereinafter to be made; thence
5. N.33DEG. 33'08"E., 124.06 feet to a point herein and now designated
as point "D" for the reference thereto in further description
hereinafter to be made.
SECOND
AN EASEMENT for pipeline purposes, 15 feet wide, lying equally 7.50 feet on
each side of the following described centerline:
Beginning at the hereinbefore mentioned point "A" and running thence along
an existing pipeline
1. N.19DEG. 31'48"W., 369.65 feet to a point herein and now designated
as point "B" for the reference thereto in further description
hereinafter to be made.
THIRD
AN EASEMENT for pipeline purposes, 15 feet wide, lying equally 7.50 feet on
each side of the following described centerline:
Beginning at the hereinbefore mentioned point "C" and running thence along
an existing pipeline
1. N.56DEG. 26'52"W., 27.71 feet to a point herein and now designated as
point "E" for the reference thereto in further description hereinafter
to be made.
FOURTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "B" and running thence
1. N.70DEG. 12" E., 10.00 feet; thence
2. N.19DEG. 31'48"W., 20.00 feet; thence
3. S.70DEG. 27'12"W., 20.00 feet; thence
4. S.19DEG. 31'48E., 20.00 feet; thence
5. N.70DEG. 28'12"E., 10.00 feet to the point of beginning.
FIFTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "E" and running thence
1. N.33DEG. 33'08"E., 10.00 feet; thence
2. N.56DEG. 26'52"W., 20.00 feet; thence
3. S.33DEG. 33'08"W., 20.00 feet; thence
4. S.56DEG. 26'52"E., 20.00 feet; thence
5. N.33DEG. 33'08"E., 10.00 feet to the point of beginning.
SIXTH
AN EASEMENT for well lot purposes beginning at the hereinbefore mentioned
point "D" and running thence
1. S.56DEG. 26'52"E., 10.00 feet; thence
2. N.33DEG. 33'08"E., 20.00 feet; thence
3. N.56DEG. 26'52"W., 20.00 feet; thence
4. S.33DEG. 33'08"W., 20.00 feet; thence
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5. S.56DEG. 26'52"E., 10.00 feet to the point of beginning.
COURSES ALL TRUE.
This description was prepared under my direction
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxx X. Xxxxxxx L.S. 0000
-0-
XXXXXX XXXXXXXXX OF LEASE
-------------------------
(XXXXXXXXX/MONTEREY FARMING CORPORATION)
THIS AMENDMENT OF LEASE is made and entered into by and between XXXX
XXXXXXXXX, a married man dealing with his separate property, XXXXXXX X.
XXXXXXXXX, a married man dealing with his separate property, and XXXXXXX
XXXXXXXXX, a single man, as Lessors, and MONTEREY FARMING CORPORATION, a
corporation, as Lessee.
RECITALS:
A. Under date of September 27, 1979, the Lessors and the Lessee
entered into a written Lease covering approximately 707 acres of
sprinkler-irrigated farming land in Monterey County, California, therein
particularly described, a short form of which was recorded on December 12, 1970,
in the office of the County Recorder of Monterey County, California, under
Recorder's Serial No. G-50142. Lessee thereupon took possession of said
premises and developed the same as a vineyard in accordance with the terms of
said lease.
B. Paragraph 20 of said lease defines the terms and conditions under
which the Lessors will subordinate their fee title to the leased lands to a
long-term loan obtained by Lessee to refinance the cost of improvements
installed thereon by the Lessee. One such condition, set forth in subparagraph
(b), limits the term of the loan to not less than fifteen (15) nor more than
twenty (20) years; another such condition, set forth in subparagraph (f),
requires that the note evidencing the loan be payable in annual or more frequent
installments of both principal and interest amortized over a term not to exceed
twenty-five (25) years.
C. Lessee has arranged a refinancing loan with a bank in the amount
of $1,397,000.00, the terms of which will conform in all respects to the
provisions of Paragraph 20 of the lease, except that the term of the proposed
loan will be ten (10) years, with-payments amortized over twenty (20) years,
thereby requiring a balloon payment of $698,000.00 at the end of said term.
Lessee
has requested that the provisions of Paragraph 20 of said lease be amended to
allow a loan on those terms.
AGREEMENT:
It is therefore mutually agreed by and between the said parties
hereto, as follows:
1. In consideration of an increase -in rental agreed to by Lessee
and set forth in a separate instrument entitled "Agreement for Adjustment of
Rental" executed by the parties hereto concurrently with this instrument and as
a part of the same transaction, paragraph 20 of said lease is hereby amended in
the following particulars:
FIRST, subparagraph (b) thereof is hereby amended to read as follows:
"(b) The term of the loan must be not less than ten (10) years,
nor more than twenty (20) years.
SECOND, subparagraph (f) thereof is hereby amended to read as follows:
"(f) Said note shall provide for the repayment of the loan in
equal monthly, quarterly, semi-annual or annual installments of both
principal and interest, amortized over a period of not more than
twenty (20) years and payable in full not sooner than ten (10) years
after the date thereof. No provision shall be made for de ferment of
principal payments, other than a provision allowing the lender, at the
lender's sole discretion, to permit such deferment for not more than
two (2) years at a time and for a total of not more than four (4)
years during the term of the loan. Both the note and the deed of
trust securing the same shall expressly provide that there can be no
extension of the maturity date, additions to the balance of the loan,
alteration of any provision in the documents, or any refinancing of
the unpaid principal balance without the Lessors' prior written
approval, which written approval shall not be unreasonably withheld;
provided, that nothing in this subparagraph shall preclude the
mortgagee (lender) from making any
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payment required to be made by Lessee under the terms of this lease in
order to avoid or cure a default on the part of Lessee."
2. Except as hereinabove specifically amended, said lease shall
remain in full force and effect, without any change or modification whatsoever.
3. This agreement, and all of the provisions hereof, shall be
binding upon, and shall inure to the benefit of, the heirs, legal
representatives, successors and assigns of the respective parties hereto.
IN WITNESS WHEREOF, the said parties have executed this Amendment of
Lease this 4 day of September, 1987.
LESSOR LESSEE
------ ------
/s/ Xxxx Xxxxxxxxx MONTERY FARMING
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Xxxx Xxxxxxxxx CORPORATION, a California corporation
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Vice President
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx By
---------------------------------
Secretary
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