RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
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SPACE ABOVE THIS LINE FOR RECORDER'S USE
AGREEMENT REGARDING WATER
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This Agreement Regarding Water (this "Agreement") is made as of January 1,
1996, by XXXX XXXXXXXXX, a married man dealing with his separate property,
XXXXXXX XXXXXXXXX, a single man, and XXXXXXXX XXXXXXXXX, Executrix of the Estate
of Xxxxxxx X. Xxxxxxxxx, deceased (collectively, the "Owners"), in favor of each
of XXXXXX VINEYARDS AND MANAGEMENT CO., a California corporation and formerly
known as Monterey Farming Corporation ("Xxxxxx"), and CANANDAIGUA WEST, INC., a
New York corporation ("Canandaigua").
RECITALS
A. The Owners, as lessors, and Xxxxxx, as lessee, have entered into that
certain Lease dated September 27, 1979, as amended from time to time (as so
amended, the "1979 Lease"), with regard to that certain real property situated
in the County of MONTEREY, State of California, and more particularly described
on Exhibit A attached hereto and made a part hereof (the "First Property").
Paragraph 11 of the 1979 Lease prohibits water produced on the First Property
from being transported for use off of the First Property.
X. Xxxxxx, as lessee, proposes to enter into a Lease dated as of
January 1, 1996 (as amended from time to time, the "Xxxxxx Lease"), with
Xxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx, as
lessors (collectively, the "Lessors"), with regard to that certain real property
situated in the County of MONTEREY, State of California, and more particularly
described on Exhibit B attached hereto and made a part hereof (the "Second
Property"). A condition to Xxxxxx entering into the Xxxxxx Lease is the
execution and delivery of this Agreement by the Owners.
C. Canandaigua, as lessee, proposes to enter into a Lease dated as of
January 1, 1996 (as amended from time to time, the "Canandaigua Lease"), with
the Lessors, as lessors, with regard to that certain real property situated in
the County of MONTEREY, State of California, and more particularly described on
Exhibit C attached hereto and made a part hereof (the "Third Property"). A
condition to Canandaigua entering into the Canandaigua Lease is the execution
and delivery of this Agreement by the Owners.
AGREEMENT
1. In consideration of Xxxxxx entering into the Xxxxxx Lease and
notwithstanding Paragraph 11 of the 1979 Lease, any other terms of the 1979
Lease or the terms of any future lease that the Owners may enter into with
respect to the First Property, the Owners hereby agree that, for so long as the
Xxxxxx Lease shall be in effect (or until, if earlier, the delivery or recording
of a written notice of termination hereof by Xxxxxx), Xxxxxx shall have the
right, at no fee or cost to Xxxxxx, to take, transport and use such amount of
water from the First Property as shall be reasonably necessary for the
development, maintenance and operation of a wine grape vineyard on the Second
Property. In connection therewith, Xxxxxx shall have the right of access to the
First Property, at all reasonable times, to construct, maintain and repair
xxxxx, pipelines and all other fixtures and improvements as may be reasonably
necessary to take and transport such water from the First Property to the Second
Property.
2. In consideration of Canandaigua entering into the Canandaigua Lease
and notwithstanding Paragraph 11 of the 1979 Lease, any other terms of the 1979
Lease or the terms of any future lease that the Owners may enter into with
respect to the First Property, the Owners hereby agree that, for so long as the
Canandaigua Lease shall be in effect (or until, if earlier, the delivery or
recording of a written notice of termination hereof by Canandaigua), Canandaigua
shall have the right, at no fee or cost to Canandaigua, to take, transport and
use such amount of water from the First Property as shall be reasonably
necessary for the development, maintenance and operation of a wine grape
vineyard on the Third Property. In connection therewith, Canandaigua shall have
the right of access to the First Property, at all reasonable times, to
construct, maintain and repair xxxxx, pipelines and all other fixtures and
improvements as may be reasonably necessary to take and transport such water
from the First Property to the Third Property.
3. This Agreement shall continue in effect without regard to whether the
1979 Lease shall then be in effect.
4. This Agreement shall be binding upon the Owners and their respective
heirs, legal representatives, successors and assigns and shall inure to the
benefit of Xxxxxx and its successors and assigns and Canandaigua and its
successors and assigns.
5. Any notice to be provided to the Owners hereunder shall be deemed
properly given if sent by registered, certified or express mail addressed to any
one of the Owners at X.X. Xxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000.
IN WITNESS WHEREOF, the Owners have entered into this Agreement as of the
date first above set forth.
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
STATE OF CALIFORNIA )
COUNTY OF MONTEREY ) SS. /s/ Xxxxxxx Xxxxxxxxx
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On , before me, XXXXXXX XXXXXXXXX
the undersigned, a Notary Public,
personally appeared XXXX XXXXXXXXX, /s/ Xxxxxxxx Xxxxxxxxx
XXXXXXX XXXXXXXXX AND XXXXXXXX XXXXXXXXX, ----------------------------------
personally known to me (or proved to me XXXXXXXX XXXXXXXXX, as Executrix
on the basis of the satisfactory evidence) of Estate of Xxxxxxx X.
to be the persons whose names are Xxxxxxxxx, deceased
subscribed the within instrument and
acknowledged tome that they executed the
same in their authorized capacities, and
that by their signatures on the instrument
the persons, or the entity upon behalf of
which the persons acted,executed the
instrument.
WITNESS my hand and official seal.
Signature /s/
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(This area for official notarial seal)
