97-0519_CAPISTRANO UNIFIED SCHOOL DISTRICT_Purchase & Sale Agr and Escrow Instructions0 0
PURCHASE AND SALE AGREEMENT
AND
ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is entered into as of the 19th day of May, 1997, by and between the SAN JUAN
CAPISTRANO COMMUNITY REDS` TLOPMENT AGENCY, a public body, corporate
and politic, hereinafter referred to as "Seller", and CAPISTRANO UNIFIED SCHOOL
DISTRICT, a California public school district, hereinafter referred to as "Buyer". The CITY OF
SAN JUAN CAPISTRANO, hereinafter referred to as "City", shall be the intended third party
beneficiary of certain of the terms and conditions contained herein, with full power and right of
enforcement to the same extent as the Seller, and subject to the same limitations.
1. Purchase and Sale. Upon the terms and conditions contained herein, Buyer
agrees to purchase from Seller and Seller agrees to sell to Buyer the approximate seven (7) acres
of real property located generally at the northwesterly corner of Alipaz and Camino Del Avion in
the most northwesterly portion thereof, in the City of San Juan Capistrano, California, as more
particularly described in the Grant Deed attached as Exhibit "A" and incorporated herein by
reference (the "Elementary School 664640007 Parcel").
2. Purchase Price. The purchase price ("Purchase Price") of the Elementary School
664640007 Parcel shall be Two Million Five Hundred Thousand Dollars ($2,500,OOO.00.) T:,e
Purchase Price shall be paid by Buyer with payments from the Capistrano Unified School
District\San Juan Capistrano Community Redevelopment Agency School Facilities Fund ("School
Facilities Fund"), to be administered by Seller and applied toward the Purchase Price until paid in
full.
3. Escrow. Immediately after this Agreement has been executed by the parties,
escrow ("Escrow") shall be opened with First American Title Insurance Company ("Escrow
Holder"), located at 114 East Fifth Street, Santa Ana, California 92701. This Agreement
constitutes the joint escrow instructions of District and Agency in addition to Escrow Holder's
general provisions which are attached hereto as Exhibit "B", and the Escrow Agent is hereby
empowered to act under this Agreement. The parties hereto agree to do all acts reasonably
necessary to close this Escrow in the shortest possible time. Insurance policies for fire or casualty
are not to be transferred, and Seller will cancel its own policies after the Closing. All funds, if
any, received in the Escrow shall be deposited with other escrow funds in a general escrow
account(s) and may be transferred to any other such escrow trust account in any state or national
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bank doing business in the State of California. All disbursements shall be made by check from
such account.
If, in the opinion of either party, it is necessary or convenient in order to accomplish the
Closing of this transaction, such party may require that the parties sign supplemental escrow
instructions; provided that if there is any inconsistency between this Agreement and the
supplemental escrow instructions, then the provisions of this Agreement shall control. The parties
agree to execute such other and further documents as may be reasonably necessary, helpful or
appropriate to effectuate the provisions of this Agreement. The Closing shall take place when the
Conditions Precedent to Closing as set forth in Sections 5, 6 and 7 have been satisfied. Escrow
Agent is instructed to release Seller's escrow closing statements and Buyer's escrow closing
statements to the respective parties.
4. Escrow Cancellation. If Escrow is not in condition to close by the Outside Date
agreed upon by the parties, then either party which has fully performed under this Agreement
may, in writing, demand the cancellation of escrow. If no demands are made, Escrow Agent shall
proceed with the Closing as soon as possible. Termination of the conveyance of the Elementary
School 664640007 Parcel shall terminate the obligations contained in the Agreement that relate
thereto. If either party makes a written demand for return of documents or properties in
connection with such termination, the conveyance shall not terminate until five (5) days after
Escrow Agent shall have delivered Elementary School 664640007 Parcel copies of such demand
to all other parties at the respective addresses shown in this Agreement. If any objections are
raised within said five (5) day period, Escrow Agent is authorized to hold all papers and
documents until instructed by a court of competent jurisdiction or by mutual written instructions
of the parties. Terminatioi, of Lite conveyance shall be without prejudice to whatever legal rights
either party may have against the other.
If the closing of Escrow fails to occur due to Seller's default, Seller shall pay all Escrow
cancellation charges. If the closing of Escrow fails to occur due to Buyer's default, Buyer shall
pay all Escrow cancellation charges. If the closing of Escrow fails to occur for any reason other
than the foregoing, Buyer and Seller shall each pay one-half of any Escrow cancellation charges,
and each party shall release the other party from all liability for the failure of the Closing of
Escrow to occur. "Escrow cancellation charges" means all fees, charges and expenses incurred
and charged by Escrow Holder as well as all expenses related to the services of the "Title
Company" (as defined in Section 8).
5. Buyer's Conditions Precedent. Buyer's obligations under this Agreement shall
be expressly conditioned upon the fulfillment or written waiver by Buyer of the following
conditions precedent:
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A. Acquisition of Elementary School 664640007 Parcel. Seller shall acquire
fee title to the subject parcel prior to close of escrow, and thereby convey fee title to Buyer at
close of escrow.
B. Performance of Obligations. The due performance of Seller of each and
every material covenant, agreement or obligation to be performed by it hereunder.
C. Accuracy of Representations and Warranties. All representations and
warranties made in this Agreement by Seller are and shall be true and correct as of the Close of
Escrow.
D. Site Preparation. Seller shall have rough graded the Elementary School
664640007 Parcel. Seller has disclosed the following conditions regarding utilities on or about
the Elementary School 664640007 Parcel: electrical power is stubbed out to the site at the
perimeter, a water pipeline exists at the perimeter of the parcel, and a telephone line is present at
the perimeter also. Buyer will be responsible for gas and sewer pipelines.
E. Parcelization or Merger of the Elementary School 664640007 Parcel.
Seller shall have taken all actions necessary to make the Elementary School 664640007 Parcel a
single, legal parcel, or in the alternative, if appropriate, to provide for a lot line adjustment to
merge the Elementary School 664640007 Parcel with adjacent property of Buyer.
F. Review and Approval of Title. Buyer's approval or disapproval of the
Exceptions (as defined below) to title for the Elementary School 664640007 Parcel. Buyer
hereby approves the Exception pertaining to the Redevelopment Plan. Buyer shall object in
writing to any Exception within ten (10) calendar days from either of the following, whichever is
later:
Execution of this Agreement by Buyer and Seller; or from
2. Seller causing the Title Company to deliver to Buyer a copy of the
"Report" (as such term is defined in Section 8 below) for the Elementary School 664640007
Parcel, together with legible copies of all recorded instruments listed as exceptions ("Exception")
in the Report, prepared by First American Title Insurance.
Should Buyer fail to disapprove of any Exception by delivering written notice of such disapproval
to Seller and Escrow within said ten (10) days, specifying with particularity the matter(s) so
disapproved, Buyer shall be deemed to have approved each Exception to title. Should Buyer
timely object to any Exception, Seller shall have five (5) calendar days from receipt of such notice
to give written notice to Buyer and Escrow either that Seller is unable to or unwilling to remove
such disapproved Exception(s). After execution of this Agreement, Seller shall not voluntarily
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alter the condition of title to the Elementary School 664640007 Parcel except to remove any
Exception. Seller shall have the right, but not the obligation, to remove any disapproved
Exception(s) or provide assurances satisfactory to Buyer that such Exception(s) will be removed
on or before the Closing. If Seller either fails to give such written notice to Buyer and Escrow
within such five (5) calendar day period or notifies Buyer and Escrow that Seller is either unable
or unwilling to remove such disapproved Exception(s), then Buyer shall have five (5) calendar
days from receipt of such notice (or from the expiration of the five (5) calendar day period within
which Seller was required to give Buyer written notice) to either give Seller and Escrow written
notice of Buyer's waiver of such disapproved Exception(s) or of Buyer's election to terminate
this Agreement.
G. Environmental. Buyer shall not have elected to cancel Escrow and
terminate this Agreement due to the environmental condition of the Elementary School
664640007 Parcel as discussed in Section 16 hereof.
6. Seller's Conditions Precedent. Seller's obligations under this Agreement shall be
expressly conditioned upon the fulfillment or written waiver by Seller of the following conditions
precedent:
A. Performance of Obligations. The due performance of Buyer of each and
every material covenant, agreement or obligation to be performed by Buyer hereunder.
B. Accuracy of Representations and Warranties. All representations and
warranties made in this Agreement by Buyer are and shall be true and correct as of the Close of
Escrow.
C. Maintenance Agreement. Concurrently with the Closing, Buyer and the
City shall execute the "Maintenance Agreement" between Seller and Buyer dated May 19, 1997,
attached as Exhibit "C", and incorporated herein by reference. The Maintenance Agreement shall
provide for the joint maintenance of an access road which will provide ingress and egress to the
Elementary School 664640007 Parcel.
7. Joint Conditions Precedent. The obligations of Seller and Buyer under this
Agreement shall be expressly conditioned upon the fulfillment or written waiver by both parties of
the following conditions precedent:
A. Execution of Documents. The parties shall have executed the Grant Deed
and Maintenance Agreement, and any other documents required hereunder, and delivered such
documents into Escrow.
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B. No Default. Prior to the Close of Escrow, the parties shall not be in
default in any of their obligations under the terms of this Agreement and all representations and
warranties contained herein shall be true and correct in all material respects.
8. Title Policy. At the Close of Escrow, First American Title Insurance Company
(the "Title Company"), located at 114 East Fifth Street, Santa Ana, California 92701, shall be
prepared or committed to deliver a California Land Title Association ("CLTA") owner's policy of
title insurance (the "Title Policy") in the amount of the Purchase Price showing title to the
Elementary School 664640007 Parcel vested in Buyer in fee simple subject only to the exceptions
set forth in the Preliminary Report (the "Report") prepared by the Title Company for the
Elementary School 664640007 Parcel which have been approved or waived by Buyer pursuant to
Section S.F. hereof. Seller agrees to remove on or before the Closing any deeds of trust or other
monetary liens against the Elementary School 664640007 Parcel. The Title Company shall
provide Seller with a copy of the Title Policy.
9. Closine Date. The terms "Closing Date" or "Closing" shall mean the date within
thirty (30) days of (a) the conditions precedent set forth in Sections 5, 6 and 7 having been
fulfilled or waived (with notice of the same provided to Seller, Buyer and Escrow Holder) and
(b) the Grant Deed for the Elementary School 664640007 Parcel is recorded by Escrow Holder as
provided for in Section 11 below.
10. Escrow Closin2Obligations. In addition to the satisfaction of the requirements
for the Closing set forth in Section 8 above, Buyer and Seller shall perform the following
obligations at or prior to Closing:
A. Grant Deed. Seller shall execute, acknowledge and deliver into Escrow
the Grant Deed in the form attached hereto as Exhibit "A" and incorporated herein by which
Seller will convey the Elementary School 664640007 Parcel to Buyer in writing. Buyer shall
complete, execute and deliver to Escrow Holder any required statement of intention to transfer
Elementary School 664640007 Parcel or preliminary change of ownership statement.
B. Income Tax Information. Seller represents and warrants to Buyer that
Seller is not a nonresident alien, a foreign corporation, a foreign partnership, a foreign trust or a
foreign estate as such terms are defined in the Internal Revenue Code of 1986 or any rules or
regulations for purposes of United States income taxation.
11. Close of Escrow. Escrow Agent shall Close Escrow for the Elementary School
664640007 Parcel as follows:
A. As required in this Agreement, the parties hereto shall, as appropriate,
deposit with Escrow Holder the closing costs, by Cashier's or Certified check or wire transfer of
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immediately available funds, if required, on or before the Closing Date. When all required funds
and instruments have been deposited into Escrow by the appropriate parties, Escrow Holder shall
cause the Grant Deed to be recorded in the Official Records of Orange County, California at
which time the Escrow shall be deemed closed. Escrow Agent shall thereafter deliver the Title
Policy to Buyer.
B. Instruct the Title Company to deliver the Title Policy to District;
C. File any informational reports required by Internal Revenue Code Section
6045(e), as amended, and any other applicable requirements; and
D. Forward to both Buyer and Seller a separate accounting of all funds
received and disbursed for each party and copies of all executed and recorded or filed document
deposited into Escrow, with such recording and filing date and information endorsed thereon.
12. Commission. Buyer and Seller hereby acknowledge that no broker's commission,
finder's fee or other compensation is payable with regard to the transaction covered by this
Agreement, and each party agrees to and does hereby indemnify and hold the other harmless from
and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings
which may result from any broker, agent or finder, licensed or otherwise, claiming through, under
or by reason of the conduct of the indemnifying party in connection with this transaction.
13. License to Enter. Subject to the conditions herein, Seller and City grant to
Buyer and its agents and representatives a license to enter upon the Elementary School
664640007 Parcel for the purpose of allowing Buyer to conduct tests, surveys or other studies of
the Elementary School 664640007 Parcel so long as Buyer (i) pays the costs for such tests,
surveys or studies; (ii) keeps Elementary School 664640007 Parcel free and clear of any liens; (iii)
repairs all damage to the Elementary School 664640007 Parcel; and (iv) indemnifies and holds
Seller harmless with respect to any liability, claims, demands, damages or costs arising from or in
relation to any such tests, surveys or studies. Buyer shall maintain adequate Worker's
Compensation and comprehensive liability insurance sufficient to cover Buyer and Buyer's
authorized representatives' or agents' activities relating to such tests, surveys or studies.
14. Representations and Warranties by Buyer. Buyer represents and warrants to
Seller, and hereby agrees as follows:
A. Authority. Buyer is a duly organized unified school district formed within
and in good standing under the laws of the State of California. Buyer has full right, power and
lawful authority to purchase and accept the conveyance of the Elementary School 664640007
Parcel and undertake all obligations as provided herein and the execution, performance and
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delivery of this Agreement by Buyer has been fully authorized by all requisite actions on the part
of the Buyer.
B. No Conflict. To the best of Buyer's knowledge, Buyer's execution,
delivery and performance of its obligations under this Agreement will not constitute a default or a
breach under any contract, agreement or order to which Buyer is a party or by which it is bound.
C. No Bankruptcy. Buyer is not the subject of a bankruptcy proceeding.
Until the Closing, Buyer shall, upon learning of any fact or condition which would cause
any of the warranties and representations in this Section 14 not to be true as of Closing,
immediately give written notice of such fact or condition to Seller. Such exception(s) to a
representation shall not be deemed a breach by Buyer hereunder, but shall constitute an exception
which Seller shall have a right to approve or disapprove if such exception would have an effect on
the value and/or operation of the Elementary School 664640007 Parcel. If Seller elects to close
Escrow following disclosure of such information, Buyer's representations and warranties
contained herein shall be deemed to have been made as of the Closing, subject to such
exception(s). If, following the disclosure of such information, Seller elects to not close Escrow,
then this Section 14 of this Agreement and the Escrow shall automatically terminate, and neither
party shall have any further rights, obligations or liabilities under this Section 14. The
representations and warranties set forth in this Section 14 shall survive the Closing.
15. Representations and Warranties by Seller. Seller hereby makes the following
representations and warranties to Buyer:
A. Public Body. Seller is a public body, corporate and politic, existing
pursuant to the California Community Redevelopment Law (California Health and Safety Code
Section 33000), which nas been authorized to transact business pursuant to action of the City of
San Juan Capistrano.
B. Authority. Seller has full right, power and lawful authority to acquire,
grant, sell and convey the Elementary School 664640007 Parcel as provided herein, and the
execution, performance and delivery of this Agreement by Seller has been fully authorized by all
requisite actions on the part of Seller.
C. No Conflict. To the best of Seller's knowledge, Seller's execution,
delivery and performance of its obligations under this Agreement will not constitute a default or a
breach under any contract, agreement or order to which Seller is a party or by which it is bound.
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D. Information. Seller shall make available for inspection by Buyer all written
information in Seller's possession and to which Seller has access concerning title to or permitted
uses of the Elementary School 664640007 Parcel.
E. Title. As of the close of Escrow, title to the Elementary School
664640007 Parcel will not be encumbered by any easements, licenses, leases, agreements affecting
the Elementary School 664640007 Parcel or other exceptions other than as set forth in Section
S.F. of the Agreement.
Until the Closing, Seller shall, upon learning of any fact or condition which
would cause any of the warranties and representations in this Section 15 not to be true as of
Closing, immediately give written notice of such fact or condition to Buyer. Such exception(s) to
a representation shall not be deemed a breach by Seller hereunder, but shall constitute an
exception which Buyer shall have a right to approve or disapprove if such exception would have
an effect on the value and/or operation of Elementary School 664640007 Parcel. If Buyer elects
to close Escrow following disclosure of such information, Seller's representations and warranties
contained herein shall be deemed to have been made as of the Closing, subject to such
exception(s). If, following the disclosure of such information, Buyer elects to not close Escrow,
the parties' obligations under this Section 15 of this Agreement and the Escrow shall automatically
terminate, and neither party shall have any further rights, obligations or liabilities under this
Section 15. The representations and warranties set forth in this Section 15 shall survive the
Closing.
16. Condition of Elementary School 664640007 Parcel.
A. Disclosure. Prior to the execution of this Agreement, certain investigations
have been performed of the environmental condition of the Elementary School 664640007 Parcel
(the "Environmental .reports").
1. Preliminary Site Assessment Conducted to Determine the Presence
of Hydrocarbons/Pesticides/Herbicides on an existing 50 Acre Farm Located at 32701 Alipaz
Street, San Juan Capistrano, California, dated December 18, 1990, by South Coast Geologic
Services, Inc. The report concluded:
"It is concluded that based upon the data presented, the property does not contain
significant concentrations of herbicides or hydrocarbons derived from leaking storage
tanks. Results of pesticide tests reveal that high concentration of DDT (in excess of 1000
ppm) were found in surface soil samples (0- 12 inches in depth) in the vicinity of Test
Holes 1, 4, 8, 9 and 11. Other high concentrations of DDT may also be present in areas
not tested."
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2. Preliminary Geotechnical Investigation, Elementary School
664640007 Parcel, City of San Juan Capistrano, County of Orange, California, Dated January 18,
1996, by NMG Geotechnical, Inc. The report concluded:
"Based on our findings, we conclude that the proposed school construction is feasible
from a geotechnical viewpoint; no major geotechnical constraints were identified from our
investigation."
B. Knowledge of Seller. Except as may be set forth in the Environmental
Reports, Seller hereby represents and warrants to Buyer that Seller has no actual knowledge, and
has not received any notice of communication from any government agency having jurisdiction
over the Elementary School 664640007 Parcel, notifying Seller of the presence of surface or
subsurface zone Hazardous Materials in, on, or under the Elementary School 664640007 Parcel,
or any portion thereof. "Actual knowledge," as used herein, shall not impose a duty of
investigation, and shall be limited to the actual knowledge of the Seller's employees and agents
who have participated in the preparation of this Agreement and the acquisition and management
of the Elementary School 664640007 Parcel.
C. Definitions. As used in this Section 16, the term "Hazardous Materials"
means any substance, material, or waste which is or becomes regulated by any local governmental
authority, the County, the State of California, regional governmental authority, or the United
States Government, including, but not limited to, any material or substance which is (i) defined as
a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material," "hazardous substance" or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans
and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California
Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous
Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyl, (viii) listed under
Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article II of Title 22 of
the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous
substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. §6901 et. seq.
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D. Buyer's Investigation of the Elementary School 664640007 Parcel. The
Buyer shall have the right, at its sole cost and expense, to engage its own environmental
consultant to make such investigations as Buyer deems necessary, including any "Phase 1" or
"Phase 2" investigations. To date, the Buyer has contracted for and has received a report dated
September 27, 1996, prepared by NMG Geotechnical, Inc. in which the Elementary School Site
was screened for pesticides in near -surface soils. The report concluded:
"According to U.S. EPA, Department of Toxic Substances, the Preliminary
Remedial Goals for residential soils for DDD, DDE, DDT are 1. 9, 1.3, and 1.3
ppm, respectively. The PRG's for Aldrin and Dieldrin are 0.026 and 0.028 ppb,
respectively. Therefore, the concentrations onsite of each of these analytes are
much less than those that would require remediation as defined by the state. Based
on conversation with Dr. Stanford Smucker, Regional Toxicologist for the U.S.
EPA, the levels of contaminant found onsite are considered low and should not
require remediation even for a school site."
E. No Further Warranties As To Elementary School 664640007 Parcel
Except as otherwise provided herein, the physical condition, title to the Elementary School
664640007 Parcel is and shall be delivered from Seller to Buyer in an "as -is" condition, with no
warranty expressed or implied by Seller, including without limitation, the presence of Hazardous
Materials or the condition of the soil, its geology, the presence of known or unknown seismic
faults, or the suitability of the Elementary School 664640007 Parcel for the development purposes
intended hereunder. To the extent authorized by contract or law, the Seller shall assign to Buyer
all warranties and guaranties with respect to the environmental condition of the Elementary
School 664640007 Parcel, if any, that the Seller has received from prior owners of the
Elementary School 664640007 Parcel.
F. Release by Buyer. Buyer hereby waives, releases and discharges forever
Seller and City, and their employees, officers, agents and representatives, from all present and
future claims, demands, suits, legal and administrative proceedings and from all liability for
damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any
way connected with the Buyer's use, maintenance, ownership or operation of the Elementary
School 664640007 Parcel, any Hazardous Materials on the Elementary School 664640007 Parcel,
or the existence of Hazardous Materials in any state on the Elementary School 664640007 Parcel,
however they came to be placed there, except that arising out of the negligence or misconduct of
the Seller or the City or their employees, officers, agents or representatives.
17. Escrow Costs and Prorations. The following closing costs shall be borne as
follows:
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A. Title charges for the CLTA standard title policy as described in Section 8
shall be paid by Seller. Buyer shall pay all additional costs for endorsements to the policy
obtained by Buyer.
B. Escrow fees shall be paid one-half by Buyer and one-half by Seller.
C. Any transfer taxes shall be paid by Seller.
D. All recording charges shall be paid one-half by Buyer and one-half by
Seller.
E. Document preparation fees shall be paid one-half by Buyer and one-half by
Seller.
F. No Proration of Taxes and Assessments. Because Seller and Buyer are
public agencies to which real property taxes do not apply, no proration of real property taxes shall
be made through Escrow.
IS. Authority of Escrow Aeent. Escrow Agent is authorized to, and shall:
A. Pay and charge Buyer and Seller for their respective shares of the premium
of the Title Policy as set forth in Section 8 and any amount necessary to place title in the condition
necessary to satisfy Section 5.F. of this Agreement.
B. Pay and charge Buyer and Seller for their respective shares of any escrow
fees, charges, and costs payable under Section 17 of this Agreement.
C. Pay and charge Buyer for any endorsements to the Title Policy which are
requested by the Buyer.
D. Disburse funds, and deliver and record the Grant Deed, when the
Conditions Precedent to Closing have been fulfilled or waived by Buyer and Seller.
E. Do such other actions as necessary, including obtaining the Title Policy, to
fulfill its obligations under this Agreement.
F. Within the discretion of Escrow Agent, direct Seller and Buyer to execute
and deliver any instrument, affidavit and statement.
G. Prepare and file with all appropriate governmental or taxing authorities a
uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S
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form, and be responsible for withholding taxes, if any such forms are provided for or required by
law.
19. Waiver. Consent and Remedies. Either party may specifically and expressly
waive in writing any breach by the other party of any provision of this Agreement, but no such
waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of
the same or any other provision. The consent by one party to any act by the other for which such
consent was required shall not be deemed to imply consent or waiver or the necessity of obtaining
such consent for the same or similar acts in the future. No waiver or consent shall be implied
from silence or any failure of a party to act, except as otherwise specified in this Agreement.
20. Further Documents and Acts. Each of the parties hereto agree to cooperate in
good faith with each other, and to execute and deliver such further documents and perform such
other acts as may be reasonably necessary or appropriate to consummate and cavy into effect the
transactions contemplated under this Agreement.
21. Successors and Assigns. The terms, covenants and conditions herein contained
shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto
except as provided below.
22. Entire Agreement. This Agreement and the Exhibits attached hereto and
incorporated herein contain all of the covenants, conditions and agreements between the parties
relating to the purchase and sale of the Elementary School 664640007 Parcel and shall supersede
all prior correspondence, agreements and understandings on this transaction, both verbal and
written.
23. Notices. All written notices required to be given pursuant to the terms hereof shall
be either delivered by hand delivery or deposited in the United States mail first class, postage
prepaid and addressed as follows:
Seller: San Juan Capistrano Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Executive Director
Buyer: Capistrano Unified School District
32972 Calle Perfecto
San Juan Capistrano, California 92675
Attention: Deputy Superintendent, Administration
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The foregoing addresses or persons may be changed by written notice to the other party as
provided herein.
24. Exhibits and Captions. All exhibits attached hereto are incorporated herein by
reference thereto. The captions used herein are for convenience only and are not a part of this
Agreement and do not in any way limit or amplify the terms and provisions hereof.
25. Timc. Time is of the essence of every provision of this Agreement in which time
is an element.
26. Applicable Law. This Agreement shall be governed by the laws of the State of
California.
27. Invalidity of Provision. If any provision of this Agreement as applied to either of
the parties or to any circumstance shall be adjudged by a court of competent jurisdiction to be
void or unenforceable for any reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the application of any such provision
under circumstances different from those adjudicated by the court, or the validity or enforceability
of the Agreement as a whole.
28. Authorily. Each person executing this Agreement warrants that he or she has the
authority to so execute this Agreement and that no further approval of any kind is necessary to
bind the parties hereto.
29. Amendments. No addition to or modification of any provision container' in this
Agreement shall be effective unless fully set forth in writing and executed by both Buyer and
Seller.
30. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
31. Survival of Provisions. The representations, warranties and agreements set forth
in this Agreement will remain operative, will be deemed made at the Close of Escrow, and will
survive the Closing and the execution of delivery of Seller's Grant Deed and will not be merged in
Seller's Grant Deed.
c:\wpwui60\wpdo \cusd4.usdam4.yw -13- 05/28/97
0 0
IN WITNESS WHEREOF, the parties hereto have executed one or more copies of this
Agreement as of the day and year first above writt-n.
Seller:
SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT
AGE
7�
By: Kms_.
Z?3eo)jke 9carb6jough
Executive Dir for
Dated:
ATTEST:
Cheryl Johnsa
Agency Secretary
APPROVED AS TO FORM:
�) q��
Johi R. Shaw
Agency Counsel
Buyer:
CAPISTRANO UNIFIED SCHOOL DISTRICT
By O�
74nes A. Fleming
Superintendent
Dated:
ATTEST:
District Secretary
APPROVED AS TO FORM:
PARKER COVERT & CHIDESTER
Douglas? N. Yeor4n
Special District Counsel
cAwpwm60\wpd=%mzdbasdem4.ye -14- 05/28/97
1'1'„11, r, ..,l, r1-- , ..0 71
April 4, j997 10:44 ANI From: Bruc*all Fax #: 714-840.4380 Page•12
Legal Description: Parcel A
T1tat portion of the easterly 60 acres of Parcel "L" per a map recorded in book 2, page 38 of surveys in the
county retarders office of Orange County, California as shown on Record of Survey No. 97-1020, in the city
of San Juan Capistrano, County of Orange, State of California, described as follows:
Beginning at a I" iron pipe at the most northwesterly comer of said easterly 60 acres; thence S 69deg.14' 53"
E 629.88' along the northerly line of said Parcel "L" to a 2" iron pipe at an angle point in said northerly line:
thence S 89deg 19149" E 194.11' along said northerly line; thence leaving said line S Odeg. 40'l 1 " W 9.25' to
the beginning of a non tangent curve concave to the southeast having a radius of 264.75', to which point a
radial line bears N Odeg.40' 11" E; thence southwesterly along said curve through a central angle of
71deg.03'30" an arc distance of 328.34'; thence on a tw4ent line S l9deg.36'4I" W 104.91' to the beginning
of a tangent move concave to the northwest having a radius of 235.25'; thence southwesterly along said curve
through a central angle of 70deg20' 1 T' an aro distance of 288.80' to the beginning of a reverse curve concave
to the southeast having a radius of 264.75'; thence southwesterly along said reverse curve through a central
angle of 90deg.00'00" an arc distance of 415.87' to a radial line of said curve which bears N 89deg.56'59" E;
thence on the prolongation of said radial 8.58' to the westerly line of the easterly 60 acres of said Parcel "L";
thence N Odeg.03'02"W 930.68' along the westerly line of said easterly 60 acres to the point of beginning.
Containing 7.24 acres more or less.
c"e Exhibit "A" attached hereto.
EXHIBIT "A" (Page 2 of 3)
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