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18-0727_CALIFORNIA DEPARTMENT OF TRANSPORTATION_Purchase & Sale Agreement_DD 102506-01-01 • STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION PURCHASE AND SALE AGREEMENT - REAL PROPERTY-DD 102506-01-01 In this Agreement dated 4hasby and between the City of San Juan Capistrano, hereinafter known as "Purcer" 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. Subject to the following conditions: I 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 Transportations 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. H 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 1of6 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. 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. Page 2 of 6 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, 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. Page3of6 STATE OF CALIFORNIA 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 Street, Suite 100, Santa Ana, CA 92705 To Purchaser at: City of San Juan Capistrano,Attn: Benjamin Siegel,32400 Paseo Adelanto, San Juan Capistrano, CA 92675 Page 4 of 6 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 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. XIII - 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 withthis 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. Page 5 of 6 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 hereby accepted, subject to the approval of the California Transportation Commission. Purchaser: CITY OF SAN JUAN CAPISTRANO Purchaser: Date: Ap-i Sign. ,f / BENJAMIN SIEGEL City Manager City of San Juan Capistrano SELLER: STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION Recommended For Approval By: britSj4f'/�vl z Date: 5 Z Ernestoinez Right of Way Agent Excess Land • Approved By: /AirJ d�� Date: cky Rodriguez � Office Chief Office of Right of Way& Land Surveys- District 12 Page 6 of 6