Resolution Number 18-04-03-03RESOLUTION NO. 18-04-03-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, APPROVING A PURCHASE AND SALE
AGREEMENT FOR THE PURCHASE OF CALIFORNIA DEPARTMENT OF
TRANSPORTATION EXCESS PARCEL 102-506-01-01 (A PORTION OF
ASSESSOR'S PARCEL NUMBER 124-160-61)
WHEREAS, the California Department of Transportation (Caltrans) has offered to
sell to the City of San Juan Capistrano a 15,287 square foot, vacant parcel of land located
at the southwesterly corner of Del Obispo Street and Ortega Highway identified as Caltrans
Parcel1 02-506-01-01 as generally shown on Exhibit "A" of this Resolution (PARCEL); and,
WHEREAS, the ultimate use of the PARCEL by the City will be restricted to either
public parking, public parkette, City entry monumentation, or a combination thereof, to be
determined at a future time; and,
WHEREAS, California Government Code Section 65402 (a) provides that, If a
general plan or part thereof has been adopted, no real property shall be acquired by
dedication or otherwise for street, square, park or other public purposes, if the adopted
general plan or part thereof applies thereto, until the location, purpose and extent of such
acquisition have been submitted to and reported upon by the planning agency as to
conformity with said adopted general plan or part thereof; and,
WHEREAS, the proposed purchase and potential uses of the PARCEL have been
submitted to the Planning Commission of the City of San Juan Capistrano for its
determination of conformity of the proposed purchase and potential uses of the PARCEL
with the City's adopted General Plan; and
WHEREAS, on March 27, 2018, the Planning Commission of the City of San Juan
Capistrano found and determined that the planned purchase of the PARCEL, located at
the southwesterly corner of Del Obispo Street and Ortega Highway, as generally shown on
the attached Exhibit A, is in conformity with the City's General Plan; and,
WHEREAS, in order for the City to purchase the PARCEL ,the City must enter into
the Purchase and Sale Agreement with Caltrans included in general form as Exhibit "B" of
this Resolution; and,
NOW, THEREFORE, BE IT RESOLVED, that:
1. The Purchase and Sale Agreement included as Exhibit "B" to this Resolution is
approved in substantial form; and,
2 . The City Manager is authorized to sign the final Purchase and Sale Agreement on
behalf of the City of San Juan Capistrano; and,
3. Prior to development or improvement of the PARCEL, the appropriate California
Environmental Quality Act documentation, review, and approval is required.
1 4/3/2018
PASSED, APPROVED, AND ADOPTED this 3rd day of April 2018.
Sill~~
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
COUNTY OF SAN JUAN CAPISTRANO)
I, Maria Morris, appointed City Clerk of the City of San Juan Capistrano, do hereby certify
that the foregoing Resolution No. 18-04-03-03 was duly adopted by the
City Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 3rd
day pril 2 8, by the following vote:
Ferguson, Reeve, Patterson, Maryott and Mayor Farias
None
None
2 4/3/2018
EXHIBIT "A"
ATTACHMENT 2, Page 3 of 11
EXHIBIT "8"
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT-REAL PROPERTY-DD 102506-01-01
In this Agreement dated by and between the City of San Juan Capistrano,
hereinafter known as "Purchaser" and STATE OF CALIFORNIA, DEPARTMENT OF
TRANSPORTATION, hereinafter known as "Seller", the parties agree as follows:
For the sum of Seven Hundred and Sixty Four Thousand Dollars, ($764,000), Purchaser hereby
agrees to purchase and Seller hereby agrees to sell:
In the City of San Juan Capistrano of the County of Orange, State of California, being that
of Parcel 102506-01-01 as described in :Final Order of Co~demnation recorded August 22,
2016 Instrument Number 2016000396865 of Official Records, in the Office of the County
Recorder of said Orange County, State of California, and legally described in Director's
Deed #DD-102506-01-01 (hereinafter referred to as the "Property") as shown in a form
similar to Attachment 1.
Subject to the following conditions:
~
Purchaser agrees to tender with this A~e'iuent a non-refundable depo it of Seventy Six Thousand
Four Hundred Dollars ($76,400). Th i s··~~posi~ _is . due nor o~fore The
balance of the purchase price Six Hundred aiid Eigbty-Sev~rr .Thousand Six Hundred Dollars
($687,600) shall be paid . no later than Thirty (30) calendar days from written notice the
California Transportaticfn .. Colllrilission (CTC) has a,pproved~h~ J?irector s Deed covering the sale.
All payments shall be made to St&fe of Californi& Departmen bf Transportation. and mailed to
State of California, Department ofTransporlation, Office of Right of Way, Excess Land Sales,
1750 E. 41h Street, Suite 100, Santa· Ana, CA 92705.
.. ..... ' OS: • .-(.:)» •. ...... ·.: ~ J.:..·· {~"
Liquidated Damages:·rw=-: PA~~S AGREE T.HAT THE TOTAL DEPOSIT AMOUNT IS A
REASONABLE SUM FOR LIQUIDATED DAMAGES SHOULD THIS TRANSACTION FAIL
;"'7, ..... "!-.·.··· .;;,.· ..
TO CLOSE:..DUE TO A MATERIAL BREACH OF THIS AGREEMENT BY PURCHASER, IN
THAT, WHEN. CONSIDERING ALL THE ClRCUMST ANCES EXISTING ON THE DATE OF
THIS AGREEMeNT, IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO
FIX THE ACTUAL DAMAGEs. EACH PARTY AGREES THAT THE FOREGOING
CONSTITUTES LiQUIDATED DAMAGES AND NOT A FORFEITURE OR PENALTY. ' '<
II
Purchaser understands and agrees that this sale is subject to the approval by the California
Transportation Commission (CTC). In the event that the California Transportation Commission
fails to approve this sale, all monies heretofore paid by the Purchaser will be refunded without
interest.
Page 1 of 6
ATTACHMENT 2, Page 4 of 11
EXHIBIT 11 8 11
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT -REAL PROPERTY -DD 102506-01-01
III
Seller is willing to process this sale at no charge to Purchaser, except for the items set forth in
paragraph IV below. Purchaser. at its option, may open an escrow at its own expense. Seller will
pay no escrow fees.
IV
Purchaser agrees to pay any and all recording fees, documentary stamp tax and monumentation
fees chargeable by the County Recorder. At a later date Seller will request that these fees are
forwarded, and Purchaser shall submit said fees to Seller upon demand.
::::~:(}'' ..
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The Property is believed to be free of any li~*-s·j court judgments, l~~M· Deeds of Trust, and
delinquent or unpaid property taxes. The sale 6f~t9e Property is subjecrio: all matters of public
record and any easements, or reservations not of'r~.c:prd or, Jhat which is reserved by Caltrans.
Caltrans does not assume any liability for any possi6k.¢u~~b rances on the Property. , , ,.v , .. ~· • .-,r,-,, · , ~
Purchaser understands and agrees t~;t:'~h~ right, title a~~::~f~~erest in the Property to be conveyed
shall not exceed that vested in the State ' of California and that Seller will furnish no policy of title
insurance. If a policy of .~itl~.i.nsurance is desired, Purchaser shall obtain one, at Purchaser's sole
expense. := ·<,.: : · · ~ -~
·-~ . ~ .·
.·..-~ .,
;;·:::·:.: VI
.. · ..
.. <. • _;::: .. · .·• .
The Property is being sold ·· ·:~8$.J.~>: a:nd :;is. being eonveyed subject to any special assessment ,
restrict~W-~~-"'res ei'vatio~ or eii~~nts of fec914 and Subject to any reservations contained in the
DirectbrlrDeed. Purchaser,may··:e';i:~~ine any mfonnation Seller has relative to these matters.
··:· :~: _.. . :-:-~_. >> .· :;~h ...
Purchaser ackn~wledges and ~w:ees that.}9-~Y are acquiring the property in its present state and
condition as of _the date of this~f\; reemeat: with all defects, both patent and latent, and with all
faults of the property whether ~p\vn or unknown, presently existing or that may hereafter arise,
including, without limitation,_,:if~ existing conditions, if any, of lead paint, mold or other
environmental health hazard&!::~urcha er acknowledges and agrees that Caltrans has not made,
does not make and specifieal~Y,:negates and disclaims any representations, warranties, promises,
covenants, agreements or gUarantees of any kind or character whatsoever, whether express,
implied, oral or written, past, present or future, of, as to, concerning or with respect to the condition
of the property.
Caltrans makes no representation regarding the potential for development, subdivision, zoning, or
re-zoning of the Property. Purchaser shall be responsible for compliance with any and all local
codes and ordinances for permitted land uses of any kind.
Page 2 of 6
ATTACHMENT 2, Page 5 of 11
EXHIBIT "8"
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT· REAL PROPERTY-DD 102506-01-01
VII
In the event suit is brought by either party to enforce the terms and provisions of this Agreement
or to secure the performance hereof, each party shall bear its own attorney's fees. Purchaser agrees
that the title to the Property being conveyed shall not pass until the Director's Deed has been
recorded. Purchaser shall also not take possession of the Property until the Director's Deed is
recorded.
VIII
Purchaser shall defend, indemnity, and hold Seller and ·.Sdler's elected and appointed officers,
agents and employees free and harmless from and against any and all liabilities, damages, claims,
costs and expenses (including without limitation, attorney's fees. legal expenses and consultant's
fees, and investigation and remediation costs) arising in whole or in part from the existence of
hazardous substances, or hazardous substance oonditions (as defmed below). This indemnity is
intended to address that liability for which Seller may be responsible arising solely out of its mere
ownership of the Property. This provision shall survive transfer of title to the Property and any
rescission of said transfer.
Purchaser shall not assign all or any part of the .Purchaser's inte.~~st in this Agreement without first
having obtained the written consent of Caltrans. Any total or partial assignment shall not relieve
Purchaser of Purchaser's o91igation to this Agreement. · .·.''
"Hazardous Substance~' shall mean any substance whose nature and/or quantity of existence, use,
manufacture, disposal of effect, render it subject to federal, state or local regulation, investigation,
remediation or removal as:~potentially injurious to public health or welfare, including the
Comprehensive · Env.ironmental . Response Compensation and Liability Act or Resource
Conservation arid Reco~ery Aetas now in effect. "Hazardous Substance Condition" shall mean
the existence on or under said Property of a hazardous substance that requires remediation and/or
removal and/or to be otherwise mitigated pursuant to applicable law.
IX
The Property and the fixtures and personal property contained therein, if any, are not new, and
have been subject to normal ~ear and tear. Purchaser understands that Caltrans makes no express
or implied warranty with respect to the condition of any of the Property, fixtures or personal
property. Caltrans makes no oral or written representation regarding the age of improvements, the
size and square footage of the parcel or building, or the location of property lines. Apparent
boundary line indicators such as driveways, fences, hedges, walls, or other barriers may not
represent the true boundary lines which may only be determined by a surveyor. If any of these
issues are important to Purchaser's decision to purchase, then Purchaser should investigate the
Property independently. Purchaser acknowledges that it has not relied upon any representations by
Caltrans with respect to the condition of the Property, the status of permits, zoning, or code
compliance. Purchaser is to satisfy itself concerning these issues.
Page 3 of6
ATTACHMENT 2, Page 6 of 11
EXHIBIT "8"
STATE OF CALI FORNI A DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT-REAL PROPERTY-DD 102506-01-01
If the improvements of the Property are destroyed , materially damaged, or found to be materially
defective as a result of such damage prior to Close of Escrow or approval by the CTC, Purchaser
may terminate the transaction by written notice delivered to Caltrans, and all Deposits shall be
returned to Purchaser.
X
Each party represents and warrants to the other party that no broker or finder or other real estate
agent is entitled to any commission, finder's fee or other compensation resulting from any action
on its part. Purchaser and Caltrans each agree to indemnify the .other and defend and hold harmless
the other party from and against any loss, cost, or expense, including attorney's fees, incurred by
such party, and against any claims, causes of action or the like brought by any broker, finder or
similar agent for a commission or fee on account of t his Agreement. This section does not prohibit
a Purchaser from obtaining a broker at th eir ow ~·e¥pe nse. · · ... ~ ... : .. ·
xr ~
If any legal action, arbitration or other proceedin~:··is brqu~ht involving a dispute between the
parties or arising out of the execution o(this Agreement ·or sale of the Property, the prevailing
party shall be entitled to recover its costs and :t:~¥o n a ble a itorl)~y's fees incurred in such action or
proceeding, in addition to any other relie( t.o wh ie J{s:v.ch party may be ent itled .
. q:;f,~'tiq,.: ;. .. i;;.,~,XIh1i~t~?*)l~~ ' •·
Each party agrees to ·~~~-9 rm any 'f#t:ther acts ~~9 Jj6'~ut e a~d-:a~l i v er any documents that may be
rea sonably ne ce ssary t&~~fJl out tM#,.provi i o n <·l a~~,h i s Agreement.
. ~. .,. ' ~-*:~tt\~;ltf. ·.· '·<:~?.. \1~jt~ :-:~>"'. . ':· . <· ··W.); ~ -XIP .... ·.(:'\ .... . . . .. ··~· . ~;•,• .t.?V '•to:, '• ~• .,.._..,.._~~ ... : ' . . -~~~ .~ ·-:···:· ... --t:~ .. ~·-~. •.
This Agr~~,we nt is fo r th e s.Q)e. b e nenf~f the parties hereto. There are no third-party beneficiaries,
intended oYo· he.rw ise. ...·::~t, ··~··'·
... :~ ....
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XIV
All notic es, re quests, d em .~.nds •. ;~iiH other communications under this Agreement shall be in writing
an d sbaJJ be deem e d to hav.e· q·ee n duly given on the date of service if served personally on the
person to whom notice is to b.e given or, on the second (2nd) day after mailing if mailed to the
party to whom notice is to be given, by First Class Mail, registered or certified, return receipt
requested, postage prepaid and properly addressed as follows:
To Caltrans at: State of California Depa rtme nt of T ra nsportation. Righ t of Way Excess Land s
1750 E . 4th Street, Suite 100, Santa Ana, CA 92705
To Purchaser at: City of San Juan Cap is tr ano, Attn: Ben ja m in Siege l, 32400 Paseo Adelanto, Sa n
Juan Capistrano , CA 92675
Page 4 of6
ATTACHMENT 2, Page 7 of 11
EXHIBIT "B"
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT -REAL PROPERTY-DD 102506-01·01
Any party may change its address for purposes of this paragraph by giving the other party written
notice of the new address to the other party contained herein.
XV
This Agreement has been negotiated and entered into in the State of California and shall be
governed by, construed and enforced in accordance with the laws of the State of California and
according to its fair meaning, and not in favor of or against any party.
XVI
• .. ,~:· . ~;:::!.;··~:-.
If any provision of this Agreement is held in~MJ.P. or unenfor¢tlble by any court of fi nal
jurisdiction, it is the intent of the parties that all t~~~9,tfte r provisions ohQ.~ Agreement be construed
to remain fully valid, enforceable and binding :q~)he parties . r:·
·~?.· ·?.: • . •'-'
xvfr-· · :·: ':~~::./
. -;;~~:.:··. .. :=:;.?}S' .
All covenants, representations, wair~~t~~-.-:~nd other ~if&t¥:,ments under this Agreement shall
survive the Close of Escrow. ·:.: ·. .;·· . . '': ·
•,
XIII
: ;.
••• 0 {., : ·~ • • ~ •
Time is of the essenGe ·~nd performance of thi~·:.Agreement' in." "respect to all provisions of this
Agreement that specify a time for ~Iformance a#Ct failure to comply with this provision shall be
a material breas~. of this Agre:~m ~p( . .. ·:,:·.~
·:· .: .... . ··~ . nv.. .. ..... ..::·
If any d~te·bywhich an election or a·nbtice must be given falls on a Saturday, Sunday or holiday,
then the dafe by _ which an eleC:tion or notice must be given is extended to 5:00p.m. on the next
business day foll~~ing such Sihli9ay, Sun.day or holiday. ::::.t·,. ·.-:.·
··. ;>.:..... :·.:~·· XX
\~~;:~:. .. :;~;~~·:~: t :
No breach of any provisio~f~f.~this Agreement can be waived unless in writing. Waiver of any one
breach of a provision hereof shall not be deemed to be a waiver of any other breach of the same or
any other provision, including the time for performance of any such provision. The exercise by a
party of any remedy provided in this Agreement or at law shall not prevent the exercise by that
party of any other remedy provided in this Agreement or at law.
Page 5 of 6
ATTACHMENT 2, Page 8 of 11
EXHIBIT "8"
STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT -REAL PROPERTY-DD 102506-01-01
XXI
This Agreement supercedes and replaces any and all previous agreements of any kind. This
Agreement shall be binding on~ and shall inure to the benefit of, the parties to it and their respective
legal representatives, successors, and assigns.
The terms and conditions of the above Agreement are here by ~ccepted, subject to the approval of
the California Transportation Commission.
Purchaser: CITY OF SAN JUAN CAPISTRANO'
Signature
BENJAMIN SIEGEL
City Manager .... f<· )\
City of San Ju~ . .'¢'apis fraii o -
<:~$~!< ..
'\~#~ ""·~~·:}.
.. · .. :::·;·:-
By: ______ ·-~:"~------~~--------
Emesto Mart inez
Right of Way·Agent
Excess Land ··,· .. ·. ·
Approved
By:
~~~~~----------------Ricky Rodriguez
Office Chief
···.·-:·
Date: ----'-----:---
>-->DEPARTMENT OF TRANSPORTATION
Date: --------
Date: -------
Office of Right of Way & Land Surveys-District 12
P!Be 6 of6
ATTACHMENT 2, t-'age 9 of 11
EXHIBIT "8"
Spa ce abCM! this line lor Reoo'dQ(S Use
District County Route Postmlle Number DIRECTOR'S DEED t--==~=t....;-=-===---~==-t----'===-------1
GRANT [Dis!] [Cnty] [Rte(s)] [PM] [Document Number]
The State of California, acting by and through its Director of Transportation, hereinafter called STATE ,
hereby grants to
[Enter Vesting ONnership],
hereinafter called GRANTEE, that real property in the [Enter name of city or unincorporated area] ,
County of [Enter name of county], state of California, described as follows :
See Exhibit [Enter reference to exhibit] , attached .
Include additional clauses (Section 6.10.00.00 and Section 6.15.04.00 ofthis manual), as needed.
Subject to special assessments if any, restrictions , reservations, and easements of record .
Include additional Certificates and Statements (Section 6.09.05.00 of this manual), as needed.
MAIL TAX
STATEMENTS TO:
Dlrectors_Deed_Granl
Attachment 1 to Exhibt "8"
312015
ATTACHMENT 2, Page 10 of 11
EXHIBIT "8"
Numb or
(Document Number)
This conveyance is executed pursuant to the authority vested in the Director of Transportation by
law and, in particular, by the Streets and Highways Code.
Dated ---------
APPOVED AS TO FORM AND
PROCEDEURE
ATTORNEY
DEPARTMENT OF TRANSPORTATION
Cartificata of Execution Required
for all Director's Deeds
Dlrector's_Deed_Grant
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
By ____ ~~~~~--~~-----
Director of Transportation
By ______ ~~--~~~------
Attomey in Fact
This Space Reserved for
Califorllia -ri ans{XI!1/iltion Gommissk»J
Ct.">~ tificatton
312015
Attachment 1 to Exhibt "B"
ATTACHMENT 2, Page 11 of 11