Resolution Number 18-06-11-02RESOLUTION NO. 18-06-11-02
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), AND RESCINDING
RESOLUTION NO. 18-04-03-03
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
Parcel 102-506-01-01 as generally shown on Exhibit "A" of this Resolution (PARCEL); and,
WHEREAS, the use of the PARCEL by the City will be restricted to either public
parking, public parkette, City entry monumentation, or a combination thereof; 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,
WHEREAS, Resolution No. 18-04-03-03 did not include restriction on the use of the
PARCEL as required by Caltrans, and needs to be rescinded and replaced.
NOW, THEREFORE, BE IT RESOLVED, that:
The Purchase and Sale Agreement included as Exhibit "B" to this Resolution is
approved in substantial form; and,
6/11/2018
2. The use of the PARCEL by the City is restricted to public purpose uses, including
either public parking, public parkette, City entry monumentation, or a combination
thereof; and,
3. The City Manager is authorized to sign the final Purchase and Sale Agreement on
behalf of the City of San Juan Capistrano; and,
4. Prior to development or improvement of the PARCEL, the appropriate California
Environmental Quality Act documentation, review, and approval is required.
5. Resolution No. 18-04-03-03 is hereby rescinded.
PASSED, APPROVED, AND ADOPTED this 11th day of June 2018.
SERC O FARIAS, MAYOR
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MARIA MO RIS, CITY CLERK
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. 18-06-11-01 was duly adopted by the
City Council of the City of San Juan Capistrano at an Adjourned Regular meeting thereof,
held the 11th day of June 2018, by the following vote -
AYES: CO NCIL MEMBERS: Ferguson, Reeve, Patterson, Maryott and Mayor Farias
NOES ,,COUNCIL MEMBERS- None
ABSENT.- NCIL MEMBERS: None
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STATE OF CALIFORNIA EXHIBIT 11811 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 Condemnation 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.
Subiect to the following conditions:
Purchaser agrees to tender with this Agreement a non-refundable deposit of Seventy Six Thousand
Four Hundred Dollars ($76,400). This deposit is due on or before May 28, 2018 . The balance
of the purchase price, Six Hundred and Eighty -Seven Thousand Six Hundred Dollars ($687,600)
shall be paid no later than Thirty (30) calendar days from written notice the California
Transportation Commission (CTC) has approved the Director's Deed covering the sale. All
payments shall be made to State of California, Department of Transportation, and mailed to State
of California, Department of Transportation, Office of Right of Way, Excess Land Sales, 1750 E.
4th Street, Suite 100, Santa Ana, CA 92705.
Liquidated Damages: THE PARTIES AGREE THAT THE TOTAL DEPOSIT AMOUNT IS A
REASONABLE SUM FOR LIQUIDATED DAMAGES SHOULD THIS TRANSACTION FAIL
TO CLOSE DUE TO A MATERIAL BREACH OF THIS AGREEMENT BY PURCHASER, IN
THAT, WHEN CONSIDERING ALL THE CIRCUMSTANCES 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.
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STATE OF CALIFORNIA EXHIBIT B11 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.
V
The Property is believed to be free of any liens, court judgments, loans, Deeds of Trust, and
delinquent or unpaid property taxes. The sale of the Property is subject to all matters of public
record and any easements, or reservations not of record or that which is reserved by Caltrans.
Caltrans does not assume any liability for any possible encumbrances on the Property.
Purchaser understands and agrees that the right, title and interest 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 title insurance is desired, Purchaser shall obtain one, at Purchaser's sole
expense.
VI
The Property is being sold "as is" and is being conveyed subject to any special assessments,
restrictions, reservations or easements of record and subject to any reservations contained in the
Director's Deed. Purchaser may examine any information Seller has relative to these matters.
Purchaser acknowledges and agrees that they are acquiring the property in its present state and
condition as of the date of this Agreement, with all defects, both patent and latent, and with all
faults of the property whether known or unknown, presently existing or that may hereafter arise,
including, without limitation, all existing conditions, if any, of lead paint, mold or other
environmental health hazards. Purchaser acknowledges and agrees that Caltrans has not made,
does not make and specifically 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.
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STATE OF CALIFORNIA EXHIBIT "B" DEPARTMENT OF TRANSPORTATION
PURCHASE AND SALE AGREEMENT -REAL PROPERTY - DD 102506-01-01 I 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, indemnify, and hold Seller and Seller'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 conditions (as defined 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 interest in this Agreement without first
having obtained the written consent of Caltrans. Any total or partial assignment shall not relieve
Purchaser of Purchaser's obligation 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 Environmental Response Compensation and Liability Act or Resource
Conservation and Recovery Act as 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 wear 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.
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STATE OF CALIFORNIA EXHIBIT 111311 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 this Agreement. This section does not prohibit
a Purchaser from obtaining a broker at their own expense.
XI
If any legal action, arbitration or other proceeding is brought involving a dispute between the
parties or arising out of the execution of this Agreement or sale of the Property, the prevailing
party shall be entitled to recover its costs and reasonable attorney's fees incurred in such action or
proceeding, in addition to any other relief to which such party may be entitled.
XII
Each party agrees to perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions in this Agreement.
XIII
This Agreement is for the sole benefit of the parties hereto. There are no third -party beneficiaries,
intended or otherwise.
XIV
All notices, requests, demands, and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given on the date of service if served personally on the
person to whom notice is to be 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 Department of Transportation, Right of Way Excess Lands
1750 E. 41-1' Street, Suite 100, Santa Arra, CA 92705
To Purchaser at: City of San Juan Capistrano, Attn: Benjamin Siegel, 32400 Paseo Adelanto, San
Juan Capistrano, CA 92675
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STATE OF CALIFORNIA EXHIBIT "B" 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.
1M
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 invalid or unenforceable by any court of final
jurisdiction, it is the intent of the parties that all the other provisions of this Agreement be construed
to remain fully valid, enforceable and binding on the parties.
XVII
All covenants, representations, warranties, and other agreements under this Agreement shall
survive the Close of Escrow.
Time is of the essence and performance of this Agreement in respect to all provisions of this
Agreement that specify a time for performance, and failure to comply with this provision shall be
a material breach of this Agreement.
XIV
If any date by which an election or a notice must be given falls on a Saturday, Sunday or holiday,
then the date by which an election or notice must be given is extended to 5:00 p.m. on the next
business day following such Saturday, Sunday or holiday.
XX
No breach of any provision of 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.
C1
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STATE OF CALIFORNIA EXHIBIT "B„ 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 hereby accepted, subject to the approval of
the California Transportation Commission.
Purchaser: CITY OF SAN JUAN CAPISTRANO
Purchaser: Date:
Signature
BENJAMIN SIEGEL
City Manager
City of San Juan Capistrano
SELLER: STATE OF CALIFORNIA
Recommended For Approval
M
Ernesto Martinez
Right of Way Agent
Excess Land
Approved
DEPARTMENT OF TRANSPORTATION
Date:
By: Date:
Ricky Rodriguez
Office Chief
Office of Right of Way & Land Surveys- District 12
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