1997-0715_KAISER FOUNDATION HEALTH PLAN INC._Agreement of Purchase and SaleAGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement")
is made and entered into as of the J -97 -Ph day of July, 1997, by and the City of San Juan Capistrano
("Seller"), and Kaiser Foundation Health Plan, Inc., a California nonprofit public benefit corporation
("Buyer").
RECITALS AND DEFINITIONS
A. Seller is the owner of approximately 3.968 net acres of unimproved land described as
Assessor's Parcel Number 649-361-02 ("Real Property") located in the City of San Juan Capistrano
("City"), County of Orange ("County"), State of California ("State"), as more particularly described in Exhibit
"A" attached hereto.
B. In addition to the terms defined in the Recitals hereinabove, for purposes of this
Agreement, the terms set forth below shall have the following meanings:
(1) "Approved Title Conditions" is defined in Paragraph 4 below.
(2) "Authorities" means any governmental and quasigovernmental body or agency
having jurisdiction over the Property and the proposed development thereon, including, without limitation,
the State, the City and the County.
(3) "Brokers" mean Grubb & Ellis Company, 4000 MacArthur Boulevard, Suite 1500,
Newport Beach, CA 92660, George Economos, James C. Auther and Jim
Cunningham.
(4) "Buyer's Title Notice" is defined in Paragraph 6(a)(i) below.
(5) "Cash Equivalent" means a wire transfer of funds or a certified or bank cashier's
check drawn on a bank licensed to do business in the State.
(6) "Close of Escrow" means the date all required documents have been approved,
executed delivered and recorded (including the Grant Deed recorded in the Official Records) and the
Purchase Price paid.
(7) "Closing Date" means the date which is forty-five (45) days after the Contingency
Date, but not later than December 31, 1997 subject to acceleration or extension pursuant to the provisions
of Paragraph 5(b) below.
(8) "Contingency Date" means the later occurring of that date which is forty-five (45)
days after opening of Escrow.
(9) "Contracts" means any and all contracts, warranties, guarantees, bonds,
insurance policies (including hazard and liability policies), leases and like contracts and agreements
relating to the Property, together with all supplements, amendments, riders and modifications thereto.
(10) "Deposit" is defined in Paragraph 3(a) below.
(11) "Development Applications" is defined in Paragraph 6(a)(iv) below.
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(12) "Development Approvals" is defined in Paragraph 6(a)(iv) below.
(13) "Escrow" means the above -referenced escrow opened with Escrow Holder for the
consummation of the transaction described in this Agreement.
(14) "Escrow Holder" means Lawyers Title Company, 18551 Von Karman Avenue,
Irvine, California 92715, Attn.: Rick Fortunato.
(15) "FIRPTA Certificate" is defined in Paragraph 7(a) below.
(16) "Governmental Regulations" means any and all laws, ordinances, rules,
requirements, resolutions, policy statements and regulations (including, without limitation, those relating to
density, land use, traffic and utilities circulation and mitigation, subdivision, zoning, environmental, toxic or
hazardous waste, occupational health and safety, water, earthquake hazard reduction, and building and
fire codes) of the Authorities bearing on the development, construction, alteration, rehabilitation,
maintenance, use, operation, lease or sale of the Property as contemplated by Buyer.
(17) "Grant Deed" means a grant deed in a form customarily used by the Escrow
Holder for transactions related to property in the County.
(18) "Hazardous Material' means any hazardous or toxic substance, material or waste
which is or becomes regulated by any local governmental authority, the State of California or the United
States Government. The term "Hazardous Material" includes, without limitation, any material or substance
which is (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste"
under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 251.40, 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 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) asbestos, (vii) listed
under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the
California Administrative Code, Division 4, Chapter 20, (viii) designated as a "hazardous substance"
pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. §1317), (ix) defined as a
"hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42
U.S.C. § 6901 et seq. (42 U.S.C. § 6903), or (x) defined as a "hazardous substance" pursuant to Section
101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et
seq. (42 U.S.C. § 9601).
(19) "Licenses and Permits" means (A) all licenses, permits, approvals, dedications,
subdivision maps and entitlements (including sewer, water and utility connections) issued, approved or
granted by Authorities or otherwise in connection with the Property (including the Development Approvals);
(B) any and all development rights and other intangible rights, titles, interests, privileges and
appurtenances owned by Seller and in any way related to or used in connection with the Property
(including the Development Approvals); and (C) all licenses, consents, easements, rights of way and
approvals required from private parties to make use of utilities and to insure vehicular and pedestrian
ingress and egress to the Property.
(20) "Official Records" means the Official Records of the County.
(21) "Opening of Escrow" means the date on which a fully executed copy of this
Agreement is delivered to Escrow Holder by Buyer and Seller.
(22) 'Property" means, collectively, (A) the Real Property described in Recital A
above, (B) any improvements thereon, (C) all right, title and interest of Seller in and to all streets, alleys,
SDmA-SJW-1-e7 -2-
appurtenances, easements and rights-of-way in, on, across, in front of, abutting and/or adjoining the Real
Property, (D) all Licenses and Permits, (E) all Development Approvals and Development Applications, (F)
all of Seller's interest in and to the Records and Plans, and (G) all of Seller's interest in and to those
Contracts approved by Buyer pursuant to Paragraph 6(a)(ii)(A) below.
(23) "Purchase Price" is defined in Paragraph 2 below.
(24) "Records and Plans" means all books, records, structural reviews, surveys, maps,
architectural drawings (including "as -built" drawings), plans, specifications and engineering, soils, seismic,
geologic and architectural reports, studies and certificates, and other documents and instruments
pertaining to the Property which are in Seller's possession or control or which, after using best efforts,
would be available to Seller.
(25) "Seller's Title Notice" is defined in Paragraph 6(a)(i) below.
(26) 'Taking" is defined in Article 15 below.
(27) "Title Company" means Lawyers Title Company, 18551 Von Karmen Avenue,
Irvine, California 92715.
(28) "Title Documents" is defined in Paragraph 6(a)(i).
(29) "Title Policy" is defined in Paragraph 9 below.
(30) "To the best of Seller's knowledge" or other references herein to Seller's
knowledge mean the knowledge a party would be expected to have by reason of continued involvement
with the Property as owner, developer and/or managing agent with assurance that such knowledge is
based upon a diligent inquiry and the good faith, conscientious exercise of such party's duties.
D. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Property.
THE TERMS OF THIS AGREEMENT AND THE ESCROW HOLDER'S INSTRUCTIONS ARE AS
FOLLOWS:
1. Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, the Property upon the terms and conditions set forth in this Agreement.
2. Purchase Price. The Purchase Price ("Purchase Price") for the Property shall be
Two Million Seven Hundred Sixty -Five Thousand Five Hundred Thirty -Seven Dollars ($2,765,537.00).
3. Payment of Purchase Price. The Purchase Price shall be payable as follows:
(a) Deposit. Upon the Opening of Escrow Buyer shall deposit into Escrow
cash or Cash Equivalent in the amount of One Hundred Thousand Dollars ($100,000.00) ("Deposit"). The
Deposit shall be invested by Escrow Holder in a federally -insured interest-bearing account in a bank or
institution approved by Buyer with any interest accruing thereon to be paid or credited to Buyer. The
Deposit shall be refundable to Buyer should Buyer reject the contingencies or should Seller breach this
agreement. Following the expiration of the Contingency Period, the Deposit shall become nonrefundable
and shall serve as liquidated damages in the event Buyer shall fail to close the transaction, except in the
event of a breach of this agreement by Seller. At the Close of Escrow, the entire Deposit shall be applied
and credited toward payment of the Purchase Price.
(b) Cash Balance. On or before the Closing Date, Buyer shall deposit into
Escrow cash or Cash Equivalent in the amount of the balance of the Purchase Price.
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4. Condition of Title. At the Close of Escrow, fee simple title to the Property shall be
conveyed to Buyer by Seller by the Grant Deed, subject only to the following matters ("Approved Title
Conditions"): (a) a lien for real property taxes, not then delinquent; (b) matters of title respecting the
Property approved by Buyer in accordance with Paragraph 6(a)(i) below; and (c) matters affecting the
condition of title to the Property created by or with the written consent of Buyer.
5. Escrow.
(a) Opening of Escrow. Buyer and Seller shall, within two (2) days following
the execution of this Agreement, cause the Opening of Escrow by delivering a fully executed copy of this
Agreement to Escrow Holder. Escrow Holder shall immediately notify Buyer and Seller in writing of the
date of the Opening of Escrow.
(b) Close of Escrow. The Close of Escrow shall occur on the Closing Date set
forth in Recital C(6) above; however, Buyer may elect to accelerate the Closing Date by delivering at least
five (5) days' prior written notice of such earlier date to Seller and Escrow Holder.
(c) Escrow Instructions. This Agreement shall serve as Escrow instructions
to Escrow Holder. Buyer and Seller hereby authorize their respective attorneys to execute and deliver to
Escrow Holder any additional or supplementary instructions as Escrow Holder may reasonably request
and/or which may be necessary or convenient to implement the terms of this Agreement and close the
transaction contemplated hereby. In the event of any conflict or inconsistency between said additional or
supplementary instructions and this Agreement, including any printed or typed form prepared by Escrow
Holder, the terms of this Agreement shall control and nothing in said additional or supplementary
instructions shall be deemed to change the terms, provisions or conditions of this Agreement unless the
parties expressly so state and provide in writing. In addition, in the event of any conflict or inconsistency
between the provisions of this Agreement constituting Escrow instructions to Escrow Holder (including the
provisions of this Paragraph 5) and the provisions of this Agreement constituting the agreement of the
parties to purchase and sell the Property, the latter provisions shall control.
(d) Indemnification of Escrow Holder. If this Agreement or any matter
relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and
severally, to hold Escrow Holder free and harmless from any loss or expense, including attorneys' fees,
that may be suffered by it by reason thereof; provided, however, that the foregoing shall not release
Escrow Holder from any liability for negligence or misconduct or the breach of any of the provisions of the
Escrow instructions contained herein, including any liability for court costs and professional fees as
provided in Paragraph 23(e) below. In the event conflicting demands are made or notices served upon
Escrow Holder with respect to this Agreement, Buyer and Seller expressly agree that Escrow Holder shall
be entitled to file a suit in interpleader and obtain an order from the court requiring Buyer and Seller to
interplead and litigate their several claims and rights among themselves. Upon the filing of the action in
interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed upon it
by this Agreement; provided, however, that the foregoing shall not release Escrow Holder from any liability
for negligence or misconduct or the breach of any of the provisions of the Escrow instructions contained
herein.
(e) Nonliability of Escrow Holder. Escrow Holder shall not be liable for the
sufficiency or correctness as to form, manner, execution or validity of any instrument deposited with it, nor
as to the identity, authority or rights of any person executing such instrument, nor for failure to comply with
any of the provisions of any agreement, contract or other instrument filed with Escrow Holder or referred to
herein; provided, however, that Escrow Holder shall be liable for the correctness, genuineness, sufficiency
and validity of any document prepared by Escrow Holder, and shall also be liable for insuring the proper
execution and identity of the executing party with respect to any document executed in the presence of
Escrow Holder. Escrow Holder's duties hereunder shall be limited to the safekeeping of such money,
instruments or other documents received by it as Escrow Holder, and for their disposition in accordance
with the terms of this Agreement. Notwithstanding the foregoing, if Escrow Holder is also acting as the
Title Company under the terms of this Agreement, nothing in this paragraph 5(e) shall limit the liability of
Escrow Holder under the Title Policy.
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6. Conditions to the Close of Escrow.
(a) Conditions Precedent to Buyer's Obligations The Close of Escrow and
Buyer's obligations with respect to the transaction contemplated by this Agreement are subject to the
satisfaction, not later than the Closing Date (unless otherwise specified below), of the following conditions,
and the obligations of the parties with respect to such conditions are as follows:
(i) Title. Buyer shall have approved the legal description of the Real
Property attached hereto as Exhibit "A" and any matters of title respecting the Property, including those
matters disclosed by the following documents and instruments ("Title Documents"): (A) a preliminary title
report for an ALTA Extended Policy dated as of after the date of this Agreement issued by the Title
Company with respect to the Property and (B) legible copies of all documents, whether recorded or
unrecorded, referred to in the preliminary title report. Seller shall cause the Title Company to deliver the
Title Documents to Buyer within fifteen (15) days after the Opening of Escrow, Buyer shall give Seller and
Escrow Holder written notice ("Buyer's Title Notice") of Buyer's disapproval of the legal description of the
Real Property, any Title Document and/or any matter of title respecting the Property prior to the end of the
Contingency Period. The failure of Buyer to give Buyer's Title Notice shall be deemed to constitute
disapproval of the Title Documents and the title matters shown thereon. In the event of Buyer's
disapproval of any matters of title respecting the Property, Seller shall, within fifteen (15) days after receipt
of Buyer's Title Notice, give Buyer written notice ("Seller's Title Notice") of those disapproved title matters,
if any, which Seller shall eliminate from the Title Policy and as exceptions to title to the Property. If Buyer
approves of Seller's Title Notice, Seller shall eliminate by the Closing Date those disapproved matters set
forth in Seller's Title Notice from the Title Policy and as exceptions to title to the Property. If Seller does
not elect to eliminate any matter disapproved by Buyer or if Buyer disapproves Seller's Title Notice, then
this condition shall be deemed to have failed, unless subsequently waived by Buyer in writing.
Notwithstanding the foregoing, Buyer hereby objects to all covenants, conditions and/or restrictions
affecting the Property which have been established by, or which provide that the approving agent is, Seller
or any person or entity affiliated with Seller, such covenants, conditions or restrictions to be removed, all
liens evidencing monetary encumbrances (excluding liens for non-delinquent property taxes and
assessments) and Seller agrees to cause all such liens to be eliminated at Seller's sole cost (including all
prepayment penalties and charges) on or prior to the Close of Escrow.
(ii) Review and Approval of Documents and Materials. Within five
(5) days after the Opening of Escrow, Seller shall deliver to Buyer for Buyer's review and approval the
documents and materials respecting the Property set forth below. Buyer shall have until the Contingency
Date to review and approve the documents and materials delivered by Seller to Buyer. The failure of
Buyer to disapprove all of such documents and materials on or before the Contingency Date shall be
deemed to constitute disapproval thereof.
(A) Contracts. A list and copies of all Contracts relative to
the Property identifying the names of the parties thereto and the date of such contracts and all
amendments, modifications, riders and supplements thereto. All Contracts disapproved by Buyer in writing
to Seller on or prior to the Contingency Date shall be terminated by Seller, without cost or liability to Buyer,
on or prior to the Closing Date and any such disapproved Contract shall no longer be a Contract for
purposes of this Agreement.
(B) Records and Plans. A list and copies of all Records and
Plans in Seller's possession or control or which, after using best efforts, would be available to Seller.
(C) Licenses and Permits. A list and copies of all Licenses
and Permits.
(D) Seller's Statement. A written statement executed by
Seller providing that, to the best of Seller's knowledge, there are no material defects in and no material
adverse facts concerning, the Property except as otherwise disclosed in such statement.
SD/PA-SJCA-I-97 • j-
(iii) Inspections and Studies. On or before the Contingency Date,
Buyer shall have approved the results of any and all inspections, investigations, tests and studies
(including, without limitation, investigations with regard to zoning, building codes, lot line adjustments, and
other Governmental Regulations, architectural inspections, engineering tests, economic feasibility studies,
development restrictions, environmental impact studies, traffic and utilities circulation and mitigation
studies and reports, and soils, seismic and geologic reports) with respect to the Property as Buyer may
elect to make or obtain. The cost of any such inspections, tests and studies shall be bome by Buyer.
(iv) Developmental Approvals Land Use Approvals. As a condition
precedent to the closing date Buyer shall have obtained required land use entitlements from Seller. The
required land use entitlements are: 1) a rezoning to allow Buyer's proposed use of the land, including
office/medical uses, and 2) architectural site plan approval, and 3) environmental review as required
under the California Environmental quality Act (CEOA").
Buyer shall diligently complete and file with Seller the necessary rezoning and architectural site plan
applications, including but not limited to Exhibit drawings and filing fees, but in any case not later than
August 1, 1997.
In addition, Buyer shall diligently respond to any additional requests for additional information, including
but not limited to use revised drawings and other related exhibits needed for Seller to timely process these
land use entitlements within the time allotted for close of escrow, to wit, December 31, 1997.
Seller agrees to diligently process the subject land use entitlements and to provide any information needed
by Buyer to process the entitlement applications in a timely manner. If necessary, the parties agree to
grant reasonable extensions of time to close escrow to accommodate the land use approval process
(v) Moratorium. At the Close of Escrow, there shall be no
reassessment, reclassification, rezoning, traffic restrictions or other governmental regulation including
amendments and modifications of by the Authorities or any public or private utility adversely affect, in
Buyers reasonable judgment, the acquisition, development, constructions, operation, use, lease and/or
sale of the Property.
(vi) Representations, Warranties and Covenants of Seller. Seller
shall have duly performed each and every agreement to be performed by Seller hereunder and Seller's
representations, warranties and covenants set forth in this Agreement shall be true and correct as of the
Closing Date..
(vii) No Adverse Changes. At the Closing Date, there shall have
been no adverse changes in the physical or financial condition of the Property.
(viii) Settee s eliveries. Seller shall have delivered the items
described in this Paragraph 6(a), and in Paragraphs 7(a) and 8 below.
(ix) Title Insurance. As of the Close of Escrow, the Title Company
shall have issued or shall have committed to issue the Title Policy to Buyer.
The conditions set forth in this Paragraph 6(a) are solely for the benefit of Buyer and may
be waived only by Buyer. Buyer shall at all times have the right to waive any condition. Such waiver or
waivers shall be in writing to Seller. The waiver by Buyer of any condition shall not relieve Seller of any
liability or obligation with respect to any representation, warranty, covenant or agreement of Seller. All
approvals given by Buyer under this Paragraph 6(a) shall be in writing and, except as provided herein, the
failure of Buyer to approve any matter requiring its approval under this Paragraph 6(a) by the time therefor
shall be deemed disapproval thereof by Buyer. Neither Seller nor Buyer shall act or fail to act for the
purpose of permitting or causing any condition to fail (except to the extent Buyer, in its own discretion,
exercises its right to disapprove any such items or matters).
s01aA-sdcn-1-e7 -6-
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(b) Conditions Precedent to Seller's Obligations. The Close of Escrow and
Seller's obligations with respect to the transactions contemplated by this Agreement are subject to the
satisfaction, by the dates specified below, of the following conditions:
(i) Buyer's Deliveries. On or before the Closing Date, Buyer shall
have delivered to Escrow Holder for disbursement as provided herein, the Purchase Price and the
documents and materials described in Paragraph 7(b) below.
(c) Failure of Conditions to Close of Escrow. In the event any of the
conditions set forth in Paragraphs 6(a) or 6(b) above are not timely satisfied or waived, for any reason
other than the default of Buyer or Seller under this Agreement:
(i) This Agreement, the Escrow and the rights and obligations of
Buyer and Seller shall terminate, except as otherwise provided herein; provided, however, no such
termination shall occur until the party for whose benefit such condition exists (a) has had the opportunity to
waive such condition within three (3) business days after receipt of written notice from the other party, and
(B) does not elect to waive such condition; and
(ii) Seller, Buyer and Escrow Holder shall promptly return all
documents and funds which are held by them on the date of said termination to the party who delivered or
deposited them hereunder, including return by Escrow Holder of the Deposit and interest thereon to Buyer
(less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation
charges required to be paid by such party under Paragraph 6(d) below).
(d) Cancellation Fees and Expenses. In the event Escrow terminates
because of the nonsatisfaction of any condition for a reason other than the default of Buyer or Seller under
this Agreement, the cancellation charges required to be paid by and to Escrow Holder and the Title
Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be
borne by the party incurring same.
Deliveries to Escrow Holder.
(a) By Seller. Seller hereby covenants and agrees to deliver or cause to be
delivered to Escrow Holder on or prior to the Closing Date the following instruments and documents, the
delivery of each of which shall be a condition to the performance by Buyer of its obligations under the
terms of this Agreement:
(i) Grant Deed. The Grant Deed, duly executed and acknowledged
in recordable form by Seller, conveying the Property to Buyer subject only to the Approved Title
Conditions.
(ii) Non -Foreign Certification. A certification duly executed by Seller
under penalty of perjury in the form of, and upon the terms set forth in, the Transferor's Certificate of Non -
Foreign Status ("FIRPTA Certificate"), setting forth Seller's office address and federal tax identification
number and certifying that Seller is a "United States Person" and that Seller is not a "foreign person" in
accordance with and/or for the purpose of the provisions of Sections 7701 and 1445 (as may be amended)
of the Internal Revenue Code of 1954, as amended and any regulations promulgated thereunder.
(iii) Proof of Authority. Such proof of Seller's authority and
authorization to enter into this Agreement and consummate the transactions contemplated hereby, and
such proof of the power and authority of the individual(s) executing and/or delivering any instruments,
documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by
Title Company and/or Buyer.
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(iv) Lien Affidavits. Any lien affidavits or mechanic's lien
indemnifications as may be reasonably requested by the Title Company in order to issue the Title Policy.
(b) By Buyer. Buyer hereby covenants and agrees to deliver or cause to be
delivered to Escrow Holder on or prior to the Closing Date the following instruments and documents, the
delivery of each of which shall be a condition to the Close of Escrow:
(i) Purchase Price. The Purchase Price in accordance with
Paragraph 3 above
(ii) Prorations. The amount due Seller, if any, after the prorations
are computed in accordance with Paragraph 11 below.
8. Deliveries to Buyer Upon Close of Escrow. Seller hereby covenants and agrees to deliver to
Buyer, on the Closing Date, exclusive possession of the Property and the following items, the delivery of
which shall be a condition to the performance by Buyer of its obligations under the terms of this
Agreement:
(a) Original Documents. Originals of all Contracts specifically approved by
Buyer herein, and all Licenses and Permits, Records and Plans, Development Approvals and
Development Applications, or, to the extent an original of any such documents are unavailable, copies
thereof with a Certificate executed by Seller warranting the authenticity of such copies.
(b) Termination Agreements. Executed termination agreements or other
evidence reasonably satisfactory to Buyer that all Contracts, if any, respecting the Property which have
been disapproved by Buyer have been terminated effective upon the Close of Escrow at no cost to Buyer
or the Property.
9. Title Insurance. At the Close of Escrow, Seller shall cause the Title Company to issue or
commit to issue to Buyer an ALTA Extended Form Owner's Policy of Title Insurance with any title
endorsements reasonably requested by Buyer showing fee title to the Property vested in Buyer subject
only to the Approved Title Conditions ("Title Policy"). The Title Policy shall be issued with liability in an
amount equal to the Purchase Price. Buyer shall have the right to require the Title Company to obtain co-
insurance or facultative reinsurance (together with agreements in a form and content satisfactory to Buyer
providing Buyer with the right of "direct access" against the reinsurance) with respect to the Title Policy in
such amounts and with such title companies as Buyer determines in Buyer's sole discretion.
10. Costs and Expenses. All costs and expenses associated with the escrow and the title
policy shall be shared equally between Buyer and Seller with the exception of the ALTA survey which will
be the sole responsibility of the Seller.
11. Prorations.
(a) General. Subject to the provisions of Paragraphs 11(b) and 11(c) below,
all expenses, if any, affecting the Property shall be paid or shall be prorated as of 11:59 P.M. on the day of
the Close of Escrow. For purposes of calculating prorations, Seller shall be deemed to be in title to the
Property, and therefore responsible for the expenses, for the entire day upon which the Close of Escrow
occurs. Any apportionments and prorations which are not expressly provided for herein shall be made in
accordance with customary practice in the County. Such adjustments, it and to the extent known and
agreed upon as of the Close of Escrow, shall be paid by Buyer to Seller (if the prorations result in a net
credit to the Seller) or by Seller to Buyer (if the prorations result in a net credit to the Buyer), by increasing
or reducing the cash or Cash Equivalent to be paid by Buyer at the Close of Escrow. Any such
adjustments not determined or not agreed upon as of the Close of Escrow shall be paid by Buyer to Seller,
or by Seller to Buyer, as the case may be, in cash or Cash Equivalent as soon as practicable following the
Close of Escrow.
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(b) Taxes and Assessments. Notwithstanding the provisions of Paragraph
11(a) above to the contrary, all non -delinquent real estate taxes and assessments on the Property shall be
prorated based on the actual current tax and assessment bills; provided, however, if the real estate tax bill
has not yet been received by Seller by the Closing Date, then current year's real estate taxes shall be
deemed to be one hundred two percent (102%) of the amount of the previous year's tax bill. If, after the
Close of Escrow, any supplemental real estate taxes are assessed against the Property pursuant to
Chapter 3.5 of Part 0.5 of Division 1 of the California Revenue and Taxation Code (Sections 75 through
75.80, inclusive) by reason of any event occurring prior to the Close of Escrow, Seller shall pay such taxes
to Buyer within ten (10) days after demand by Buyer therefor. All liens, all delinquent taxes and all
delinquent installments of assessments on the Property shall be paid for by Seller at the Close of Escrow
from funds accruing to Seller without Contribution or proration from Buyer.
(c) Contracts. All amounts due under Contracts (including termination
payments) whether the same shall accrue or become due or payable on or after the Close of Escrow, shall
be paid for by Seller at the Close of Escrow from funds accruing to Seller, without contribution or proration
from Buyer.
12. Disbursements and Other Actions by Escrow Holder. At the Close of Escrow, Escrow
Holder shall promptly undertake all of the following in the manner hereinbelow indicated:
(a) Funds. Disburse all funds deposited with Escrow Holder by Buyer in
payment of the Purchase Price as follows:
(i) Deduct and pay all items chargeable to the account of Seller
pursuant to Paragraph 10 above.
(ii) If, as the result of the prorations and credits pursuant to
Paragraph 11 above, amounts are to be charged to account of Seller, deduct and/or pay the total amount
of such charges.
(iii) Disburse the balance of the Purchase Price to Seller promptly
upon the Close of Escrow.
(iv) Disburse the remaining balance of the funds, if any, to Buyer
promptly upon the Close of Escrow.
(b) Recordina. Cause the Grant Deed (with documentary transfer tax
information to be affixed after recording), and any other documents which the parties hereto may mutually
direct to be recorded in the Official Records, and obtain conformed copies thereof for distribution to Buyer
and Seller.
(c) Title Policy Direct the Title Company to issue the Title Policy to Buyer.
(d) Disbursement of Documents to Buyer. Disburse to Buyer all documents
(or copies thereof) deposited into Escrow by Seller pursuant hereto, including the FIRPTA Certificate,
executed by Seller.
(e) Disbursement of Documents to Seller. Disburse to Seller all documents
(or copies thereof) deposited into Escrow by Buyer pursuant hereto.
13. Seller's Representations and Warranties In addition to any express agreements of Seller
contained herein, the following constitute representations and warranties of Seller to Buyer:
(a) Power and Authority Seller has the legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to consummate the transactions
contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on
SDMA-SJW-1-e7 -9-
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behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions
hereof and thereof.
(b) Reouisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Seller in connection with the entering into this Agreement, the instruments
referenced herein, and the consummation of the transactions contemplated hereby.
(c) Validi . This Agreement and all documents required hereby to be
executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in
accordance with their terms. Neither the execution and delivery of this Agreement and documents
referenced herein, nor the consummation of the transactions contemplated herein, conflict with or result in
the breach of any terms or provisions of any contract, loan, or other agreement or instrument to which
Seller is a parry or affecting the Property. All consents, approvals and authorizations necessary for the
execution of this Agreement and the consummation of the transactions contemplated herein by Seller have
been obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion
of the Property or any rights incident thereto, nor do there exist any rights of first refusals or options to
purchase the Property or any rights incident thereto.
(d) Recitals. The information contained in the Recitals is true and correct.
(e) Lawsuits and Claims. There are, and at the Close of Escrow there will
be, no pending actions, lawsuits, claims or judicial, municipal or administrative proceedings affecting all or
any portion of the Property or in which Seller is or will be a party by reason of Seller's ownership of the
Property. To the best of Seller's knowledge, there are no threatened or contemplated actions, lawsuits,
claims or proceedings, nor the existence of any facts which might give rise to such actions, lawsuits,
claims or proceedings. Seller will not commence or defend any action with respect to the Property except
upon such terms as are mutually acceptable to Seller and Buyer.
(f) Bankruptcy. There are, and at the Close of Escrow there will be, no
attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other proceedings pending against Seller, and to the best of Seller's knowledge, no such
proceedings are or will be threatened or contemplated against Seller.
(g) Condition of Property. Seller has no knowledge, and Seller has received
no notice, of any violation of Governmental Regulations relating to the Property, any existing or
contemplated plan to widen or modify any street or highway contiguous to the Property or any other plan,
study or effort of the Authorities. To the best of Seller's knowledge, (i) there are no defects or deficiencies
in the Property, no soil conditions, no infestation of pests, nor any other matter or fact which in any way
would materially affect Buyer's contemplated development, construction, use, operation, lease and/or sale
of the Property, or any portion thereof, and (ii) there are no intended public improvements which will result
in any charge being levied against, or any lien assessed upon, the Property, or any portion thereof.
(h) Taxes and Assessments. Other than the amounts disclosed by the tax
bills delivered to Buyer by Seller, no other real property taxes have been or will be assessed against the
Property for the current tax year. To the best of Seller's knowledge, no special assessments or charges
have been or will be levied against the Property for any existing public improvements or otherwise or will
result from work, activities or improvements done to the Property by Seller.
(i) Title. Seller is the legal fee simple titleholder of the Real Property and
has good, marketable and insurable title to the Property, free and clear of all liens, encumbrances, claims,
covenants, conditions, restrictions, easements, rights of way, options, judgments or other matters, except
as disclosed by the Title Documents. There shall be no change in the ownership, operation or control of
Seller from the date hereof until the Close of Escrow.
Q) Utilities. Buyer shall be responsible for the cost of construction all utility
extensions required to serve the property. The parties intend that Seller and Buyer will enter a
SwrA.Sdcn-1-97 -to-
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reimbursement agreement prior to the close of escrow, which said agreement shall provide for a pro -rata
reimbursement to Buyer for water and sewer extensions to the property it constructs. The pro -rata
contributions shall come from future private commercial development who require water and sewer
services to their properties.
(k) Hazardous Materials. All operations or activities upon, or use or
occupancy of the Property by Seller or any current occupant or user thereof, or, to the best of Seller's
knowledge by any previous owner, user or occupant of the Property, is, has been and will be in
compliance with all state, federal and local laws and regulations governing or in any way relating to the
generation, handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping,
discharge or disposal (whether accidental or intentional) of any toxic or hazardous substances, materials
or wastes, including, but not limited to, any Hazardous Material, and neither Seller nor by current user or
occupant of the Property, nor to the best of Seller's knowledge, any prior owner, occupant or user thereof,
has engaged in or permitted any dumping, discharge, disposal, spillage or leakage (whether legal or
illegal, accidental or intentional) of such toxic or hazardous substances, materials or wastes, at, on, in or
about the Property or any portion thereof. There is not present upon the Property, or any portion thereof,
any Hazardous Material, or any structures, fixtures, equipment or other objects or materials containing any
Hazardous Material.
(1) Leases and Contracts. There are, and, prior to the close of escrow, will
be, no oral or written leases, subleases, licenses, occupancies or tenancies in effect pertaining to the
Property, and no persons or entities occupy or have the right to occupy or use all or any portion of the
Property. There are no service or maintenance contracts, warranties, guarantees, bonds, insurance
policies or other agreements (whether oral or written) which will affect or be obligations of the Buyer or the
Property following the Close of Escrow, other than the Contracts and Title Documents approved herein. At
the Close of Escrow, Seller shall deliver possession of the Property to Buyer free of actual occupancy and
any right of occupancy by any party, and, except as otherwise provided in Paragraph 6 (a) above, all
Contracts and Title Documents disapproved by Buyer will be terminated by Seller, at Seller's sole cost and
expense, at or prior to the Close of Escrow.
(m) Licenses and Permits: Records and Plans. To the best of Seller's
knowledge, the Licenses and Permits and Records and Plans to be delivered to Buyer under the terms of
this Agreement are all of such Licenses and Permits and Records and Plans which are within Seller's
possession or control or which, after using its best efforts would be available to Seller.
(n) Operation of Property. Seller hereby agrees, through and including the
Close of Escrow and at the Seller's sole cost and expense, that Seller will; (a) keep all existing insurance
policies affecting the Property in full force and effect; (B) use due diligence and its best efforts to keep in
full force and effect and/or renew all Licenses and Permits; (C) comply with all Governmental Regulations
and operate, use and maintain the Property in first-class condition; (D) not enter into leases or any other
obligations, contracts or agreements affecting the Property without the prior written consent of Buyer,
which consent Buyer may withhold in its sole discretion; (E) not extend, renew, modify or replace any of
the Contracts without the prior written consent of Buyer; (F) not convey any interest in the Licenses and
Permits, the Records or Plans, the Development Approvals, the Development Applications or any of the
other Property, and Seller will not subject the Property to any liens, encumbrances, covenants, conditions,
easements, rights of way or similar matters after the date of this Agreement which will not be eliminated
prior to the Close of Escrow; (G) not make any alterations to the Property; and (H) pay in full, prior to the
Close of Escrow, all bills and invoices for current financing, labor, goods, materials and services of any
kind relating to the Property for the period prior to the Close of Escrow.
(o) Chanoes. Seller shall promptly notify Buyer of any change in any
condition with respect to the Property or of any event or circumstance which makes any representation or
warranty of Seller under this Agreement untrue, misleading, or any covenant of Buyer under this
Agreement incapable or less likely of being performed, it being understood that the Seller's obligation to
provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its
representations, warranties or covenants under this Agreement.
SD/PA-sJW.1-e7 .11-
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(p) General Representation. No representation, warranty or statement of
Seller in this Agreement or in any document, certificate or schedule furnished or to be furnished to Buyer
pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state
a material fact necessary to make the statement or facts contained therein not misleading.
Seller's representations and warranties made in this Paragraph 13 shall be
continuing and shall be true and correct as of the Close of Escrow with the same force and effect as if
remade by Seller in a separate certificate at that time. The truth and accuracy of Seller's representations
and warranties made herein shall constitute a condition for the benefit of Buyer to the Close of Escrow (as
elsewhere provided herein) and shall survive, and shall not merge into, the Close of Escrow and the
recording of the Grant Deed in the Official Records.
14. Buyer's Representations and Warranties. In addition to any express agreements of Buyer
contained herein, the following constitute representations and warranties of Buyer to Seller:
(a) Power and Authority. Buyer has the legal power, right and authority to
enter into this Agreement and the instruments referenced herein, and to consummate the transactions
contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on
behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions
hereof and thereof.
(b) Reauisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Buyer in connection with the entering into this Agreement and the
instruments referenced herein, and the consummation of the transactions contemplated hereby.
(c) Validity. This Agreement and all documents required hereby to be
executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in
accordance with their terms. Neither the execution and delivery of this Agreement and documents
referenced herein, nor the consummation of the transactions herein contemplated, conflict with or result in
the breach of any terms, conditions or provisions of any contract, loan, or other agreements or instruments
to which Buyer is a party. All consents, approvals and authorizations necessary for the execution of this
Agreement and the consummation of the transactions contemplated herein by Buyer have been obtained.
(d) General Representation. No representation, warranty or statement of
Buyer in this Agreement or in any document, certificate or schedule furnished or to be furnished to Seller
pursuant hereto contains or will contain any untrue statement or a material fact, omits or will omit to state a
material fact necessary to make the statements or facts contained therein no misleading.
Buyer's representations and warranties made in this Paragraph 14 shall be
continuing and shall be true and correct as of the Close of Escrow with the same force and effect as if
remade by Buyer in a separate certificate at that time. The truth and accuracy of Buyer's representations
and warranties made herein shall constitute a condition for the benefit of Seller to the Close of Escrow and
shall survive, and shall not merge into, the Close of Escrow or the recordation of the Grant Deed in the
Official Records.
15. Condemnation. If, prior to the Close of Escrow, any portion of the Property is taken or if
the access thereto or area available for parking is reduced or restricted by eminent domain or otherwise
(or is the subject of a pending, threatened or contemplated taking which has not been consummated)
(collectively, "Taking"), Buyer shall have the option, in Buyer's sole and absolute discretion, to terminate
this Agreement upon written notice to Seller given not later than ten (10) days after Buyer is notified of
such Taking. Seller, if Seller has actual knowledge thereof, shall immediately notify Buyer of such Taking.
If Buyer elects to terminate this Agreement, Escrow Holder shall promptly return to each party all funds
and documents deposited by that party, respectively, into Escrow and neither parry shall have any further
rights or obligations hereunder, except the payment of escrow cancellation fees and title costs, which shall
be borne equally by the parties. If Buyer does not elect to terminate this Agreement, Seller shall assign
and turn over, and the Buyer shall be entitled to receive and keep, all awards for the Taking which accrue
SD/PA-SJW-1-97 -12-
to Seller and the parties shall proceed to the Close of Escrow pursuant to the terms hereof, without
modification of the terms of this Agreement and without any reduction in the Purchase Price. Unless or
until this Agreement is terminated, Seller shall take no action with respect to any eminent domain or
Taking proceeding without the prior written consent of Buyer.
16. Indemnification.
(a) Indemnification of Buyer. Seller hereby agrees to indemnify, defend and
hold Buyer harmless from and against any and all losses, damages, costs and expenses, including without
limitation legal fees and disbursements, incurred by Buyer as a result of a breach of Seller's
representations, warranties and/or covenants in this Agreement; provided, however, nothing contained
herein shall obligate Seller with respect to, or negate or modify any liability of Buyer for a breach of,
Buyer's representations, warranties and/or covenants in this Agreement.
(b) Indemnification of Seller. Buyer hereby agrees to indemnify, defend and
hold Seller harmless from and against any and all losses, damages, costs and expenses, including without
limitation legal fees and disbursements, incurred by Seller as a result of a breach of Buyer's
representations, warranties and/or covenants in this Agreement; provided, however, nothing contained
herein shall obligate Buyer with respect to, or negate or modify any liability of Seller for a breach of,
Seller's representations, warranties and/or covenants in this Agreement.
17. Notices. All notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered (including by means of professional messenger service) or sent
by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received
upon the date of receipt thereof.
To Buyer. Kaiser Foundation Health Plan, Inc.
393 East Walnut Street
Pasadena, California 91188
Attn.: Property Acquisition Department
With a copy to: Steven Doshay, Esq.
Legal Department
393 East Walnut Street, Second Floor
Pasadena, California 91188
To Seller: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attn.: Mary Laub
To Escrow Holder: Lawyers Title Company
18551 Von Karmen Avenue
Irvine, California 92715
Attn.: Rick Fortunato
Notice of change of address shall be given by written notice in the manner detailed in this Paragraph 17.
18. Broker. At the Close of Escrow, Seller shall pay to Broker, from funds accruing to Seller
through Escrow, all brokerage commissions and fees owed to Broker in connection with the consummation
of the transactions contemplated by this Agreement. Seller represents and warrants to Buyer, and Buyer
represents and warrants to Seller, that no other broker or finder has been engaged by it, respectively, in
connection with any of the transactions contemplated by this Agreement, or to its knowledge is in any way
connected with any of such transactions. In the event of any such claims for additional brokers' or finders'
fees or commissions in connection with the negotiation, execution or consummation of this Agreement,
then Buyer shall indemnify, save harmless and defend Seller from and against such claims if they shall be
SD/PA-9JW-1.97 -13-
based upon any statement or representation or agreement by Buyer, and Seller shall indemnify, save
harmless and defend Buyer if such claims shall be based upon any statement, representation or
agreement made by Seller.
19. Reauired Actions of Buyer and Seller. Buyer and Seller agree to execute all such
instruments and documents and to take all actions pursuant to the provisions hereof in order to
consummate the purchase and sale herein contemplated and shall use their best efforts to accomplish the
Close of Escrow in accordance with the provisions hereof.
20. Entry. Buyer and Buyer's representatives, agents and designees shall have the right, at
reasonable times and upon reasonable notice to Seller to enter upon the Property, at Buyer's own cost, for
any purpose in connection with its proposed purchase, development, use, lease and/or operation of the
Property, including, without limitation, the right to examine all books, records and files of Seller relating to
the Property and the right to make such inspections, investigations and tests as Buyer may elect to make
or obtain. Seller agrees to make all such books, records and files available to Buyer and Buyer's
attorneys, accountants and other representatives at any time during business hours upon reasonable
notice from Buyer. From and after the execution of this Agreement, Buyer shall be entitled to
communicate directly with the Authorities in connection with Buyer's proposed purchase, development,
use, lease and/or operation of the Property. The exercise by Buyer of any of the preceding or any other
act of Buyer shall not negate any representation, warranty or covenant of Seller or modify any of Buyer's
rights or Seller's obligations in the event of any breach by Seller of any of its representations, warranties or
covenants under this Agreement. Buyer hereby indemnifies Seller from any and all liabilities and losses
(including mechanics' liens) arising out of any such entry by Buyer or its agents, designees or
representatives.
21. Legal and Equitable Enforcement of this Agreement.
(a) Default by Seller. In the event of the default or breach by Seller of any of
its obligations, covenants, representations or warranties under this Agreement, Buyer shall be entitled to
all of its out-of-pocket expenses incurred in connection with such default or breach (including the Deposit
and all interest accrued thereon), and Buyer shall have the right to pursue any other remedy available to it
at law or equity, including the specific performance of this Agreement.
(b) Default by Buyer. IN THE EVENT THE CLOSING AND THE
CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN
PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT
WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH
SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A
REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE
EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY
IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN
EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST
THEREON). SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE
BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER
REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER, INCLUDING ANY CLAIMS UNDER
PARAGRAPH 16(b) ABOVE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA
CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF
CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL
BE TERMINATED AND. NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH
LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER.
B yer's Initials
soros-s Cc .1.e7 -14-
4,21.2 —
Seller's Initials
22. Assignment. Buyer shall have the right to assign its rights and obligations under this
Agreement, by giving prior written notice to Seller, to any person or entity, so long as such assignee
expressly assumes the obligations of Buyer hereunder. Any assignee shall succeed to all the rights and
remedies hereunder, including, but not limited to, the specific performance of this Agreement.
Notwithstanding the foregoing, no such assignment shall relieve Buyer from its liability under this
Agreement up to and through the Close of Escrow whereupon Buyer shall be fully relieved from any
further liability under this Agreement.
23. Miscellaneous.
(a) Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each
such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by
law.
(b) Waivers. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained. No extension of time for performance of any obligation or act shall
be deemed an extension of the time for performance of any other obligation or act.
(c) Survival of Representations. The covenants, agreements,
representations and warranties made herein shall survive the Close of Escrow and shall not merge into the
Grant Deed and the recordation thereof in the Official Records.
(d) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the parties hereto.
(e) Professional Fees. In the event of the bringing of any action or suit by
Seller, Buyer and/or Escrow Holder against another party hereunder by reason of any breach of any of the
covenants, agreements or provisions on the part of the other party arising out of this Agreement, then in
that event the prevailing party shall be entitled to have and recover of and from the other party all costs
and expenses of the action or suit, including actual attorneys' fees, accounting and engineering fees, and
any other professional fees resulting therefrom.
(f) Entire Agreement. This Agreement (including all Exhibits attached
hereto) is the final expression of, and contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement
may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be
waived, except by written instrument signed by the party to be charged or by its agent duly authorized in
writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
(g) Time of Essence. Seller and Buyer hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition, obligation and provision
hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by
either party shall constitute a material breach of and a noncurable (but waivable) default under this
Agreement by the party so failing to perform.
(h) Construction. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of the Agreement.
Whenever required by the context of this Agreement, the singular shall include the plural and the
masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had
been prepared by one of the parties, but rather as if both parties had prepared the same. Unless
SDPA-sacra-1-e7 -15-
otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement. All exhibits
referred to in this Agreement are attached and incorporated by this reference. In the event the date on
which Buyer or Seller is required to take any action under the terms of this Agreement is not a business
day, the action shall be taken on the next succeeding business day.
(i) Governing Law. The parties hereto acknowledge that this Agreement has
been negotiated and entered into in the State. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the
State of California.
Q) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.
(k) Negotiated Transaction. The provisions of this Agreement were
negotiated, drafted and prepared by all the parties hereto and no party shall be deemed to have been the
author of any particular term or conditions contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
hereinabove written.
'Seller'
City of San Juan Capistrano
By:�y
David Swerdlin
Mayor
APPROVED AS l\
74- xl
ATTEST
swan-SJW-1-97 -16-
"Buyer"
Kaiser Foundation Health Plan, Inc.,
a California nonprofit public benefit corporation
By. ,--) A�Lz
Ronald E. Koeneke
Regional Controller
By: CG `
Carlos Zaragoz
Assistant Secretary
Approved by Legal Department:
By:
Steven Doshay
Counsel
0 0
CERTIFICATE OF SAN JUAN CAPISTRANO
REGARDING CHANGE IN USE
$6,955,000 Series A of 1992
General Obligation Bonds for the
City of San Juan Capistrano (Open Space Program)
This Certificate is being furnished by the City of San Juan Capistrano (the "City") with respect
to the above -captioned obligations (the 'Bonds") in order to enable Stradling, Yocca, Carlson & Rauth,
a Professional Corporation, as bond counsel, to render its opinion on the date hereof that, subject to
certain conditions and assumptions stated therein, that the sale of a 3.85 acre parcel purchased from
John L. Swanner, Jr., Roger E. Swanner, Cara Lee Giese, and Patricia D. Stanley, as part of the
"Swanner Ranch," described in the attached Exhibit A, purchased with proceeds of the Bonds (the
"Facilities"), will not adversely affect the exclusion from gross income for federal income tax purposes
of the interest on the Bonds. The undersigned recognizes that, to preserve the exclusion from gross
income for federal income tax purposes of the interest on Bonds, certain conditions imposed by federal
income tax law must be satisfied. To establish the facts that support the satisfaction of such conditions,
certain representations of the City are required to be made.
1. Background of the Bonds. The Bonds were issued on February 4, 1992 as
governmental bonds in accordance with the Internal Revenue Code of 1986, as amended (the "Code").
The total proceeds derived from the sale of the Bonds and earnings thereon, less such monies used to
pay issuance costs and accrued interest on the Bonds, were used to acquire the property described in
Exhibits A and B (the "Total Financed Facilities").
The undersigned recognizes that the continued exclusion from gross income of the
interest on the Bonds is dependent on, among other things, the qualified use of proceeds of the Bonds
and the Total Financed Facilities. With respect to the issuance of the Bonds and the use of the
proceeds thereof prior to the date hereof, the City HEREBY CERTIFIES AND DECLARES as
follows:
(a) The City is in compliance with that certain Tax Certificate executed as of
February 4, 1992 with respect to the Bonds.
(b) The Facilities have not been subject to any private business use (e. e., pursuant
to a lease, by ownership, or pursuant to a operating agreement, by any nongovernmental person within
the meaning of Section 141 of the Code.
2. Sale of the Facilities. More than five years after the later of the date the Bonds were
issued and the Facilities were initially purchased, the City, for the first time, determined that the
Facilities should be sold to a third parry rather than be utilized for open space. Based upon existing
community needs not expected as of the date of issue of the Bonds, the City determined that its current
objectives would be more appropriately satisfied by selling the Facilities and building a community
center (the "Community Center").
With respect to the Facilities, the City HEREBY CERTIFIES AND DECLARES as
follows:
196627.1052\22658.0001
0 •
(a) On the date of issuance of the Bonds and at all times from that date through
February of 1997, the City reasonably expected that the Bonds (including the proceeds thereof and the
property financed therewith) would comply with all applicable federal income tax requirements.
(b) Prior to February of 1997, the City did not expect to sell the Facilities.
(c) There is no attempt to avoid the requirements of the Internal Revenue Code or
Revenue Procedure 93-17, 1993-1 C.B. 507.
(d) The terms of the agreement with respect to the sale of the Facilities is bona fide
and arm's length and the new owner is paying consideration ($2,765,53 equal to the fair market
value of the Facilities.
3. Remedial Action. The undersigned recognizes and acknowledges that the sale of the
Facilities results in a "nonqualified use" of Bond -financed property. Accordingly, the undersigned has
taken, and will take, certain "remedial action" required by Revenue Procedure 93-17 in order to
preserve the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
With respect to the Facilities and the portion of the outstanding principal amount of the
Bonds attributable thereto, the City HEREBY CERTIFIES AND DECLARES as follows:
(a) All of the proceeds (the "Proceeds") derived from the sale of the Facilities will
be utilized within one year of the date hereof to build the Community Center, consistent with the voter
authorization heretofore implemented by issuance of the Bonds, and such property shall not be used by
any nongovernmental person in a trade or business within the meaning of Section 141 of the Code.
(b) Prior to expenditure on the Community Center, the City shall treat the Proceeds
as proceeds derived from the sale of the Bonds and shall invest such monies at a yield not in excess of
the yield on the Bonds.
The undersigned certifies that the above information is true, accurate and complete, and that
Stradling, Yocca, Carlson & Rauth, a Professional Corporation, is hereby authorized to rely on such
information. The undersigned understands that the items covered by this Certificate are essential to
concluding that interest on the Bonds will be excluded from gross income for federal income tax
purposes. The undersigned understands and acknowledges that the statements and representations
contained herein will be relied upon by Stradling, Yocca, Carlson & Rauth, as bond counsel, for
purposes of rendering its opinion as to the effect of the circumstances described herein on the tax-
exempt status of the interest on the Bonds.
Dated: May 14 , 1997
CITY OF SAN JUAN CAPISTRANO
196627.1352\22658.0001
C
DESCRH'TION
EXHIBIT A
THE FACILITIES
THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SAN YUAN CAPISTRANO, AND IS DESCRIBED AS
FOLLOWS:
PARCEL 2:
THAT PORTION OF THE NORTH HALF OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8
WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT FILED IN THE
DISTRICT LAND OFFICE, MAY 19, 1873, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SAID SECTION 36; THENCE SOUTH 0 DEGREES 44'00" WEST
ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER, 630.73 FEET, THENCE NORTH
88 DEGREES 43'40" WEST 1648.31 FEET TO A POINT IN THE CENTERLINE OF THE
CALIFORNIA STATE HIGHWAY, AS DESCRIBED IN DEED RECORDED MARCH 22, 1916 IN
BOOK 281, PAGE 245 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID
POINT BEING NORTH 26 DEGREES 40'00" EAST 93.28 FEET FROM THE SOUTHWESTERLY
END OF A COURSE IN SAID DEED WHICH BEARS "NORTH 26 DEGREES 40'00" EAST 641.11
FEET", SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE
NORTHEASTERLY ALONG SAID CENTERLINE TO THE MOST WESTERLY CORNER OF THE
LAND DESCRIBED IN PARCEL i OF DEED TO THE STATE OF CALIFORNIA RECORDED
AUGUST 12, 1957 IN BOOK 4002, PAGE 77 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY; THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG THE BOUNDARY
OF SAID LAST MENTIONED LAND, TO THE NORTHWESTERLY CORNER OF THE LAND
DESCRIBED IN PARCEL I OF DEED TO THE STATE OF CALIFORNIA RECORDED OCTOBER
17, 1967 IN BOOK 8406, PAGE 469 OF SAID OFFICIAL RECORDS; THENCE SOUTHERLY
ALONG THE WESTERLY LINE OF SAID LAST MENTIONED LAND TO THE
SOUTHWESTERLY CORNER OF SAID LAST MENTIONED LAND, SAID CORNER BEING A
POINT ON THE COURSE HEREINABOVE CITED AS "NORTH 88 DEGREES 43'40" WEST
1648.31 FEET", THENCE, ALONG SAID COURSE NORTH 88 DEGREES 43'40" WEST TO THE
TRUE POINT OF BEGINNING.
i
EXHIBIT B
THE TOTAL FACILITIES
0
(OTHER THAN AS DESCRIBED IN EXHIBIT A)
[insert description]
196627.1\352\22658.0001 EXIIIBIT B-1
0 •
THE TOTAL FACILITIES ACQUIRED
(OTHER THAN AS DESCRIBED IN EXHIBIT A)
DESCRIPTION
THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SAN JUAN CAPISTRANO, AND IS DESCRIBED AS
FOLLOWS:
PARCEL 1:
THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 25, TOWNSHIP 7 SOUTH,
RANGE 8 WEST, AND THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 36,
TOWNSHIP 7 SOUTH, RANGE 8 WEST, BOTH OF SAN BERNARDINO MERIDIAN,
ACCORDING TO THE OFFICIAL PLAT FILED IN THE DISTRICT LAND OFFICE MAY 19,
1873, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF THE STATE HIGHWAY AS DESCRIBED
IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED MACH 22, 1916 IN BOOK 281,
PAGE 245 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING
THE EASTERLY CORNER OF THAT CERTAIN ONE ACRE PARCEL OF LAND CONVEYED
TO GUY WILLIAMS BY DEED RECORDED SEPTEMBER 11, 1916 IN BOOK 288, PAGE 90 OF
SAID DEEDS; THENCE SOUTH 51 DEGREES I1' 00" EAST ALONG SAID CENTERLINE,
251.95 FEET; THENCE SOUTH 38 DEGREES 49'00" WEST 158.00 FEET; THENCE SOUTH 51
DEGREES I P00" EAST 97.00 FEET; THENCE NORTH 38 DEGREES 49'00" EAST 158.00 FEET
TO A POINT IN THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY; THENCE
SOUTH 51 DEGREES I P 00" EAST ALONG SAID CENTERLINE, 1190.58 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS
OF 600.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 30 DEGREES 52'00", AN ARC DISTANCE OF 323.23 FEET TO A POINT ON SAID
CURVE, BEING AN ANGLE POINT IN THE SOUTHWESTERLY LINE OF THE LAND
CONVEYED TO OSCAR ROSENBAUM BY DEED RECORDED DECEMBER 16, 1914 IN BOOK
265, PAGE 69 OF SAID DEEDS; THENCE, CONTINUING ALONG SAID CENTERLINE,
SOUTHERLY TO THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED
IN DEED TO CHARLES D. SWANNER AND OTHERS, RECORDED NOVEMBER 29, 1941 IN
BOOK 1121, PAGE 251 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, SAID COURSE
BEING CITED AS "NORTH 10 DEGREES 17' WEST ALONG SAID TANGENT LINE 116.81
FEET"; THENCE, ALONG THE BOUNDARY OF the LAND DESCRIBED IN SAID DEED,
SOUTH 67 DEGREES 33'50" WEST 306.88 FEET; THENCE NORTH 29 DEGREES 48' WEST
360.24 FEET; THENCE NORTH 19 DEGREES 10'00: WEST 199.12 FEET; THENCE SOUTH 75
DEGREES 15'40" WEST 180.19 FEET; THENCE NORTH 34 DEGREES 28'00" WEST 165.62
FEET; THENCE NORTH 84 DEGREES 10' 20" WEST 140.43 FEET; THENCE SOUTH 73
DEGREES 51'20" WEST 208.66 FEET; THENCE SOUTH 16 DEGREES 11'50" EAST 1089.10
FEET, THENCE SOUTH 44 DEGREES 51' 40" WEST 109.08 FEET; THENCE SOUTH 19
Lff
0 0
DEGREES 50'40" WEST 140.56 FEET; THENCE SOUTH 17 DEGREES 54120" EAST 503.86
FEET, THENCE SOUTH 37 DEGREES 36' 40" WEST 258.80 FEET TO A POINT IN THE
NORTHEASTERLY RIGHT OF WAY LINE OF THE ATCHISON, TOPEKA AND SANTA FE
RAILWAY COMPANY'S 60 -FOOT RIGHT OF WAY, AS CONVEYED TO THE CALIFORNIA
CENTRAL RAILWAY COMPANY BY DEED RECORDED IN BOOK 504, PAGE 305 OF DEEDS,
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, SAID POINT BEING ON A CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 5699.65 FEET, THE CENTRAL
POINT OF WHICH BEARS NORTH 71 DEGREES 53'53 " EAST; THENCE, FROM SAID POINT,
NORTHWESTERLY ALONG SAID CURVE AND ALONG THE NORTHEASTERLY LINE OF
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY'S 60 -FOOT RIGHT OF
WAY, THROUGH A CENTRAL ANGLE OF 1 DEGREE 59' 50", A DISTANCE OF 198.68 FEET
TO ALINE TANGENT; THENCE NORTH 16 DEGREES 0620" WEST ALONG SAID TANGENT
LINE AND ALONG THE NORTHEASTERLY LINE OF THE ATCHISON, TOPEKA AND SANTA
FE RAILWAY COMPANY'S 60 -FOOT RIGHT OF WAY, 2647.95 FEET TO THE SOUTHERLY
CORNER OF THE SAID GUY WILLIAMS LAND; THENCE NORTH 47 DEGREES 10' EAST
ALONG THE SOUTHEASTERLY LINE OF SAID LAND, 418.01 FEET TO THE EASTERLY
CORNER OF SAID LAND AND THE POINT OF BEGINNING.
EXCEPTING THEREFROM, THAT PORTION CONVEYED TO THE ATCHISON, TOPEKA AND
SANTA FE RAILWAY COMPANY BE DEED RECORDED DECEMBER 9, 1927 IN BOOK 115,
PAGE 19 OF OFFICIAL RECORDS; THE LAND HEREIN CONVEYED CONTAINING 69.95
ACRES, MORE OR LESS.
ALSO EXCEPTING THEREFROM, THAT PORTION WITHIN THE CALIFORNIA STATE
HIGHWAY LYING NORTHEASTERLY OF COURSE "NORTH 35 DEGREES 4T WEST 304.3
FEET" IN THE DEED FROM R. Y. WILLIAMS AND OTHERS, TO OSCAR ROSENBAUM,
RECORDED DECEMBER 16, 1914 IN BOOK 265, PAGE 69 OF DEEDS.
ALSO EXCEPTING THEREFROM, THAT PORTION INCLUDED WITHIN THE LAND
DESCRIBED IN DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT RECORDED
JULY 1, 1971 IN BOOK 9702, PAGE 463 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.
ALSO EXCEPTING THEREFROM, A PUMPING PLANT SITE, THE WATER DEVELOPED
THEREON, THE PUMPING PLANT, AND ALL APPURTENANCES THERETO; SAID PUMPING
PLANT SITE BEING DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF THE STATE HIGHWAY HEREINABOVE
DESCRIBED, SAID POINT BEING THE EASTERLY CORNER OF SAID CERTAIN ONE ACRE
OF LAND CONVEYED TO GUY WILLIAMS; THENCE SOUTH 51 DEGREES 11' 00" EAST
ALONG SAID CENTERLINE, 364.58 FEET; THENCE SOUTH 33 DEGREES 26'00" EAST 196.05
FEET; THENCE SOUTH 16 DEGREES 06' 00" EAST 116.01 FEET; THENCE SOUTH 03
DEGREES 56'00" EAST 253.31 FEET, THENCE SOUTH 13 DEGREES 19'00" WEST 202.37
FEET; THENCE SOUTH 79 DEGREES 53'30" WEST 32.05 FEET TO THE TRUE POINT OF
BEGINNING; THENCE SOUTH 10 DEGREES 06.30" EAST 64.00 FEET; THENCE SOUTH 79
DEGREES 53'30" WEST 24.00 FEET; THENCE NORTH 10 DEGREES 06'30" WEST 64.00 FEET;
THENCE NORTH 79 DEGREES 53' 30" EAST 24.00 FEET TO THE TRUE POINT OF
BEGINNING.
MR
PARCEL 3:
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 7 SOUTH,
RANGE 8 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT
FILED IN THE DISTRICT LAND OFFICE, MAY 19, 1873, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF THE STATE HIGHWAY, AS CONVEYED
TO THE STATE OF CALIFORNIA BY DEED RECORDED MARCH 22, 1916 IN BOOK 281,
PAGE 245 OF DEEDS, SAID POINT BEING THE EASTERLY CORNER OF THAT CERTAIN
ONE ACRE PARCEL OF LAND CONVEYED TO GUY WILLIAMS BY DEED RECORDED
SEPTEMBER 11, 1916 IN BOOK 288, PAGE 90 OF DEEDS; THENCE, FROM SAID POINT OF
BEGINNING, SOUTH 51 DEGREES 11' EAST ALONG SAID CENTERLINE, 364.58 FEET;
THENCE SOUTH 33 DEGREES 26'00" EAST 196.05 FEET; THENCE SOUTH 16 DEGREES 06'
00" EAST 116.01 FEET; THENCE SOUTH 3 DEGREES 56'00" EAST 253.31 FEET; THENCE
SOUTH 13 DEGREES 19'00" WEST 202.37 FEET; THENCE SOUTH 79 DEGREES 53'30" WEST
32.05 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS
DESCRIPTION; THENCE, FROM SAID TRUE POINT OF BEGINNING, SOUTH 10 DEGREES
06'30" EAST 64.00 FEET, THENCE SOUTH 79 DEGREES 53'30" WEST 24.00 FEET; THENCE
NORTH 10 DEGREES 06'30" WEST 64.00 FEET; THENCE NORTH 79 DEGREES 53'30" EAST
24.00 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM, AN UNDIVIDED 1491200THS INTEREST IN AND TO THE
PUMPING PLANT SITE, THE WATER DEVELOPED THEREON, THE PUMPING PLANT, AND
ALL APPURTENANCES THERETO; SAID PUMPING PLANT SITE BEING DESCRIBED
ABOVE.
PARCEL 4:
AN EASEMENT FOR ROAD PURPOSES OVER THAT PORTION OF THE NORTHWEST
QUARTER OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO
MERIDIAN, ACCORDING TO THE OFFICIAL PLAT FILED IN THE DISTRICT LAND OFFICE,
MAY 19, 1873, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTER LINE OF THE STATE HIGHWAY, AS CONVEYED
TO THE STATE OF CALIFORNIA BY DEED RECORDED MARCH 22, 1916 IN BOOK 281,
PAGE 245 OF DEEDS, SAID POINT BEING THE EASTERLY CORNER OF THAT CERTAIN
ONE ACRE PARCEL OF LAND CONVEYED TO GUY WILLIAMS BY DEED RECORDED
SEPTEMBER 11, 1916 IN BOOK 288, PAGE 90 OF DEEDS; THENCE, FROM SAID POINT OF
BEGINNING, SOUTH 51 DEGREES I P EAST ALONG SAID CENTER LINE, 364.58 FEET;
THENCE SOUTH 33 DEGREES 26'00" EAST 196.05 FEET; THENCE SOUTH 16 DEGREES 06'
00" EAST 116.01 FEET; THENCE SOUTH 3 DEGREES 56'00" EAST 253.32 FEET; THENCE
SOUTH 13 DEGREES 19'00" WEST 202.37 FEET; THENCE SOUTH 79 DEGREES 53'30" WEST
32.05 FEET; THENCE SOUTH 10 DEGREES 06'30" EAST 64.00 FEET; THENCE NORTH 30
DEGREES 50'00" EAST 46.42 FEET; THENCE SOUTH 71 DEGREES 13'40" EAST 118.61 FEET
TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 84
DEGREES 10'20" EAST 140.43 FEET; THENCE SOUTH 34 DEGREES 18'00" EAST 165.62
0 0
FEET; THENCE SOUTH 75 DEGREES 16'40" WEST 21.25 FEET; THENCE NORTH 34
DEGREES 28'00" WEST 162.30 FEET; THENCE NORTH 84 DEGREES 10'20" WEST 147.48
FEET, THENCE NORTH 73 DEGREES 51'20" EAST 26.73 FEET TO THE TRUE POINT OF
BEGINNING.
PARCEL 5:
AN UNDIVIDED 51/200THS INTEREST IN AND TO THE PUMPING PLANT SITE, THE
PUMPING PLANT, AND ALL APPURTENANCES THERETO, TO BE USED FOR DOMESTIC
PURPOSES UPON AND/OR TO IRRIGATE THE LAND DESCRIBED IN THE DEED FROM R.
Y. WILLIAMS AND OTHERS, TO ROBERT SCOTT AND WIFE, RECORDED OCTOBER 21,
1919 IN BOOK 344, PAGE 307 OF DEEDS; SAID PUMPING PLANT SITE BEING DESCRIBED
AS FOLLOWS:
THAT PORTION OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO
BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WESTERLY BOUNDARY LINE OF LAND DESCRIBED IN
PARCEL V OF A DECREE OF DISTRIBUTION, A CERTIFIED COPY BEING RECORDED
AUGUST 24, 1956 IN BOOK 3623, PAGE 542 OF OFFICIAL RECORDS, SAID POINT BEING
SOUTH 16 DEGREES 11'50" EAST 275.50 FEET FROM THE MOST WESTERLY CORNER OF
SAID PARCEL V; THENCE SOUTH 16 DEGREES I F50" EAST 25.00 FEET; THENCE NORTH
73 DEGREES 48'10" EAST 25.00 FEET; THENCE NORTH 16 DEGREES 11' 50" WEST 25.00
FEET; THENCE SOUTH 73 DEGREES 48' 10" WEST 25.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 6:
AN UNDIVIDED 51/200THS INTEREST IN AND TO THE FOLLOWING:
THE RIGHT OF WAY FOR AND THE RIGHT TO CONSTRUCT, USE, MAINTAIN, REPAIR,
REPLACE AND CHANGE THE SIZE OF AN UNDERGROUND PIPE LINE FOR THE
CONVEYANCE OF WATER FOR DOMESTIC AND/OR IRRIGATION PURPOSES OVER,
UNDER AND ACROSS A STRIP OF LAND PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO
BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE MOST WESTERLY CORNER OF LAND DESCRIBED IN PARCEL V
OF A DECREE OF DISTRIBUTION, A CERTIFIED COPY BEING RECORDED AUGUST 24, 1956
IN BOOK 3623, PAGE 542 OF OFFICIAL RECORDS; THENCE SOUTH 16 DEGREES 11'50"
EAST 275.50 FEET ALONG THE WESTERLY BOUNDARY LINE OF SAID PARCEL V;
THENCE NORTH 73 DEGREES 48' 10" EAST 22.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 73 DEGREES 48'10" EAST 2.50 FEET; THENCE SOUTH 16
DEGREES 11'50" EAST 12.50 FEET; THENCE NORTH 73 DEGREES 48' 10" EAST 2,59 FEET;
THENCE NORTH 16 DEGREES I F 50" WEST 287.97 FEET TO THE NORTHWESTERLY
BOUNDARY LINE OF SAID PARCEL V; THENCE SOUTH 73 DEGREES 51' 20" WEST 5.00
Im
0 9
FEET ALONG SAID NORTH-WESTERLY LINE; THENCE SOUTH 26 DEGREES 1 P50" EAST
275.48 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL 7:
THAT PORTION OF THE NORTH HALF OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8
WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT FILED IN THE
DISTRICT LAND OFFICE, MAY 19, 1873, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF THE STATE HIGHWAY, AS DESCRIBED
IN DEED RECORDED MARCH 22, 1916 IN BOOK 281, PAGE 245 OF DEEDS, RECORDS OF
ORANGE COUNTY, CALIFORNIA, WHICH POINT BEARS SOUTH 26 DEGREES 40'00" WEST
100.24 FEET FROM THE NORTHEASTERLY TERMINUS OF A COURSE IN SAID DEED
CITED AS "NORTH 26 DEGREES 40'00" EAST 641.11 FEET"; THENCE, ALONG A CURVE
CONCAVE TO THE WEST, HAVING A RADIUS OF 700.00 FEET, THROUGH A CENTRAL
ANGLE OF 36 DEGREES 57' 00", AN ARC DISTANCE OF 451.43 FEET TO THE
INTERSECTION WITH SAID CENTERLINE; THENCE, ALONG SAID CENTERLINE, SOUTH
10 DEGREES 17' 00" EAST 100.24 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE WESTERLY, HAVING A RADIUS OF 400.00 FEET; THENCE SOUTHERLY ALONG
SAID CURVE, THROUGH A CENTRAL ANGLE OF 36 DEGREES 5700", AN ARC DISTANCE
OF 257.96 FEET TO SAID NORTHEASTERLY TERMINUS; THENCE, ALONG SAID CURVE
SOUTH 26 DEGREES 40'00" WEST 100.24 FEET TO THE POINT OF BEGINNING.
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, CITY OF SAN JUAN CAPISTRANO, DESCRIBED AS FOLLOWS:
PARCEL A: HOMESTEAD TRACT.
THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 25, TOWNSHIP 7 SOUTH,
RANCH 8 WEST, AND THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 36,
TOWNSHIP 7 SOUTH, RANGE 8 WEST, BOTH OF SAN BERNARDINO MERIDIAN,
ACCORDING TO THAT OFFICIAL PLAT FILED IN THE DISTRICT LAND OFFICE MAY 19,
1873, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTERLINE OF THE STATE HIGHWAY, AS DESCRIBED
IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED MARCH 22, 1916 IN BOOK 281,
PAGE 245 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING
THE EASTERLY CORNER OF THAT CERTAIN ONE ACRE PARCEL OF LAND CONVEYED
TO GUY WILLIAMS BY DEED RECORDED SEPTEMBER 11, 1916 IN BOOK 288, PAGE 90 OF
SAID DEEDS; THENCE SOUTH 51 DEGREES 11' 00" EAST ALONG SAID CENTERLINE
251.95 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 38 DEGREES 49'00"
WEST 158.00 FEET, THENCE SOUTH 51 DEGREES 11' 00" EAST 97.00 FEET; THENCE
NORTH 38 DEGREES 49'00" EAST 158.00 FEET TO A POINT IN THE CENTERLINE OF SAID
CALIFORNIA STATE HIGHWAY; THENCE NORTH 51 DEGREES 11' 00" WEST 97.00 FEET
ALONG THE CENTERLINE OF SAID CALIFORNIA STATE HIGHWAY TO THE TRUE POINT
OF BEGINNING.
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PARCEL B: CHRISTMAS TREE TRACT.
THE FOLLOWING DESCRIBED TWO (2) PARCELS OF LAND OUT OF SECTIONS 25 AND 36,
TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO MERIDIAN, IN ORANGE
COUNTY, CALIFORNIA.
PARCEL B-1
THOSE PORTIONS OF SECTIONS 25 AND 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN
BERNARDINO BASE AND MERIDIAN, AND THAT PORTION OF LOT 6 OF TRACT NO. 112,
AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 12 OF MISCELLANEOUS MAPS,
RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY LINE OF SAID LOT 6 WITH
A LINE PARALLEL WITH AND DISTANT 40.00 FEET NORTHEASTERLY, MEASURED AT
RIGHT ANGLES, FROM THE CENTER LINE OF THE CALIFORNIA STATE HIGHWAY, AS
DESCRIBED IN THE DEED RECORDED MARCH 22, 1916 IN BOOK 281, PAGE 245 OF DEEDS,
RECORDS OF SAID COUNTY; THENCE SOUTH 51 DEGREES 11' 00" EAST, 131.98 FEET
ALONG SAID PARALLEL LINE TO THE NORTHWESTERLY LINE OF THAT CERTAIN 20.00 -
FOOT WIDE STRIP OF LAND DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA,
RECORDED MARCH 30, 1934 IN BOOK 660, PAGE 483 OF OFFICIAL RECORDS, THENCE
NORTH 38 DEGREES 49'00" EAST, 10.00 FEET TO THE MOST NORTHERLY CORNER OF
SAID 20.00 FOOT WIDE STRIP OF LAND; THENCE SOUTH 51 DEGREES I P00" EAST 911.91
FEET TO THE MOST EASTERLY CORNER OF SAID 20.00 FOOT WIDE STRIP OF LAND;
THENCE NORTH 38 DEGREES 49' 00" EAST, 14.76 FEET ALONG THE NORTHEASTERLY
PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID STRIP OF LAND; THENCE
NORTH 38 DEGREES 49'01" WEST, 293.39 FEET; THENCE NORTH 46 DEGREES 20'54"
WEST, 368.64 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 2870.00 FEET, A RADIAL LINE TO THE
CENTER OF SAID CURVE BEARS SOUTH 40 DEGREES 32' 45' WEST; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 DEGREE 43'
45", A DISTANCE OF 86,62 FEET, THENCE TANGENT TO SAID CURVE NORTH 51
DEGREES I F00" WEST, 680.35 FEET; THENCE SOUTH 38 DEGREES 49'00" WEST, 108.21
FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE NORTHEASTERLY
HAVING A RADIUS OF 2560.00 FEET, A RADIAL LINE TO THE CENTER OF SAID CURVE
BEARS NORTH 44 DEGREES 18'37" EAST; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 5 DEGREES 29' 37", A DISTANCE OF 245.46 FEET
TO THE POINT OF TANGENCY WITH THE FIRST HEREIN MENTIONED PARALLEL LINE:
THENCE SOUTH 51 DEGREES 11' 00" EAST, 131.89 FEET TO THE POINT OF BEGINNING.
EXCEPTING THAT PORTION DEEDED TO THE ORANGE COUNTY FLOOD CONTROL
DISTRICT. DESCRIBED AS FOLLOWS.
A STRIP OF LAND, 170 FEET WIDE, IN THOSE PORTIONS OF SECTIONS 25 AND 36,
TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO
THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE, AS
DESCRIBED IN THE DEED TO CHARLES R. WILLIAMS, RECORDED JULY 12, 1961 IN BOOK
• 0
5782, PAGE 373 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, SAID STRIP LYING 85.00 FEET ON EACH SIDE OF A LINE HAVING A
BEARING OF NORTH 5 DEGREES 1704" EAST AND PASSING THROUGH A POINT OF THE
CENTER LINE OF THAT CERTAIN STRIP OF LAND, 60 FEET WIDE, DESCRIBED IN DEED
TO THE STATE OF CALIFORNIA, RECORDED MARCH 22, 1916 IN BOOK 281, PAGE 245 OF
DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID BEING DISTANT ALONG
SAID CENTER LINE NORTH 51 DEGREES 1 I'00" WEST, 267.98 FEET FROM A LEAD AND
TACK MARKING THE NORTHERLY TERMINUS OF THAT CERTAIN -CURVE CITED AS
HAVING A RADIUS OF 800 FEET, A CENTRAL ANGLE OF 40 DEGREES 54' AND AN ARC
LENGTH OF 571.07 FEET IN THE CENTER LINE OF THAT CERTAIN STRIP OF LAND, 60
FEET WIDE, DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY
24, 1925, IN BOOK 557, PAGE 305 OF SAID DEEDS.
EXCEPT THAT PORTION THEREOF INCLUDED WITHIN THAT CERTAIN STRIP OF LAND,
100 FEET WIDE, DESCRIBED IN DEED TO THE ORANGE COUNTY FLOOD CONTROL
DISTRICT, RECORDED AUGUST 27, 1937 IN BOOK 898, PAGE 576 OF SAID OFFICIAL
RECORDS.
PARCEL B-2:
A NON-EXCLUSIVE EASEMENT FOR PUBLIC UTILITY AND PIPE LINE PURPOSES
INCLUDING THE RIGHT TO REPLACE, REMOVE, REPAIR AND MAINTAIN SAID PIPE LINE
OR LINES OVER, THROUGH, UNDER AND ALONG THAT PORTION OF LOT 6 OF TRACT
NO. 112, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 12 OF MISCELLANEOUS
MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY LINE OF SAID LOT 6
WITH A LINE PARALLEL WITH AND DISTANT 40.00 FEET NORTHEASTERLY, MEASURED
AT RIGHT ANGLES FROM THE CENTER LINE OF THE CALIFORNIA STATE HIGHWAY, AS
DESCRIBED IN A DEED RECORDED MARCH 22, 1916 IN BOOK 281, PAGE 245 OF DEEDS;
THENCE NORTH 51 DEGREES I F 00" WEST 131.89 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 2560.00 FEET;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 5
DEGREES 29'37" A DISTANCE OF 245.46 FEET, SAID POINT BEING THE TRUE POINT OF
BEGINNING; THENCE NORTH 38 DEGREES 49'00" EAST 108.21 FEET; THENCE NORTH
51 DEGREES 11' 00" WEST 5.00 FEET, THENCE SOUTH 38 DEGREES 49'00" WEST 107.73
FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS
OF 2560.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 44 DEGREES 25'
22" WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 0 DEGREES 06' 45" A DISTANCE OF 5.03 FEET TO THE TRUE POINT OF
BEGINNING.
1m
• Public Affairs • ('� /�
4201 West Chapman Avenue
Orange, California 92868 �. • ` f/
(714) 748-6380
Fax (714) 748-6389
01419
KAISER PERMANENTE
November 16, 1998
Mr. Gil Jones
Mayor
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Dear Mayor Jones:
As you may know, Kaiser Permanente has been faced with unprecedented financial losses over
the past 18 months, including a $266 million loss in 1997 and current operating losses of $190
million heading into the fourth quarter of 1998.
Unfortunately, these difficult financial conditions have confronted Kaiser Permanente leadership
with difficult choices in order to sustain the organization's fiscal integrity. Following our 3rd
quarter financial results released in early November, a decision was made to defer the opening
date of our San Juan Capistrano medical office facility until the year 2000.
I sincerely regret that this action was necessary, but have no local recourse other than
informing you of the decision. I know that this will be a disappointment to your city staff, area
residents and others who were looking forward to the building's opening sometime in 1999.
Please be assured that Kaiser Permanente will continue to work closely with all concerned to
develop a facility that is an asset to the San Juan Capistrano community, albeit with a later
opening date than originally planned.
Thank you for your understanding of our circumstances, Mayor Jones.
Sincerely,
U
Jeffretio
ke
Director
Public Affairs
r��
cc: George Scarborough, City Manager
C.J. Amstrup, Associate Planner
LIWf (7 9)
NOV 2 0 1998
ncdMember Greiner advised that, with the additional funding now available through the
Corn the hbrary would be open for six days a week and, with the need to enhance services
and cut o rhead costs, the proposal of a ons -time expenditure to purchase video security to
replace on -g 'ng costs of maintaining security guards would be most cost-effective. The
Library Corrrni is also looking for other possible funding sources but a $10,000 grant at
this time would be st beneficial.
Council Member Campb expressed the Council's appreciation to Judge Lindley for
attending the hearing. She Nked the Chief of Police Services if he concurred with the
proposed amendment regarding vi&Q security; he indicated he did. She suggested that future
consideration be given to video momtKs at the Sports Park.
Approval of Use of Grant Funds:
It was moved by Council Member Campbell, conded by Council Member Jones, and
unanimously carried to approve the following uses r the Local Law Enforcement Block
Grant Funds: (1) additional directed alcohol enforce t patrols, (2) funding for South
Municipal Court proposed drug court in the amount of $1, 0.00; and, (3) approximately
$10,000.00 for surveillance video equipment for the library. Sta as directed to return with
recommendations regarding equipment cost and acquisition.
RECESS AND RECONVENE
Council recessed at 7:35 p.m. to convene the San Juan Capistrano Community
Agency, and reconvened at 7:36 p.m.
CITY MANAGER
1. CONSIDERATION OF RESOLUTION APPROVING AGREEMENT FOR
/f PURCHASE AND SALE OF 3.986 -ACRE PARCEL ON CAMINO CAPISTRANO
/A NORTH OF JUNIPERO SERRA KNOWN AS ASSESSOR PARCEL NO.
649-361-02 (KAISER FOUNDATION HEALTH PLAN (600.30)
Written Communications: P
Report dated July 15, 1997, from the City Manager, recommending approval of the
Agreement of Purchase and Sale. With a purchase price of $2,765,537, the City will receive
approximately $2,500,000 at the close of escrow after payment of fees and commissions.
Proceeds from the sale will be deposited in the Open Space Bond Fund. The Agreement also
provides that a fully -completed land use approval applications is to be submitted to the City
by August 1, 1997; closing costs will be split 50-50; Kaiser will be responsible for all utility
connections, and, Kaiser may terminate the agreement if it does not approve of the soils
testing results.
Mr. Scarborough made an oral presentation, in which he outlined the proposed transaction
which specifies an escrow closing date of December 1, 1997.
City Council Minutes -9- 7/15/97
Apgroval of Purchase and Sale Agreement:
It was moved by Council Member Jones, seconded by Council Member Campbell, that the
following Resolution be adopted:
RESOLUTION NO. 97-7-15-4. APPROVING AGREEMENT FOR
PURCHASE AND SALE FOR THE SALE OF THE UNIMPROVED
3.986 -ACRE PARCEL DESCRIBED AS ASSESSOR'S PARCEL
#649-361-02 (KAISER FOUNDATION HEALTH PLAN. INC.) - A
RESOLUTION OF THE CITY OF SAN JUAN CAPISTRANO,
CALIFORNIA, APPROVING THE AGREEMENT OF PURCHASE AND
SALE OF THE UNIMPROVED 3.986 ACRE PARCEL DESCRIBED AS
ASSESSOR'S PARCEL #649-361-02 TO KAISER FOUNDATION
HEALTH PLAN, INC.
The motion carried by the following vote:
AYES: Council Members Hart, Greiner, Jones, Campbell and Mayor Swerdlin
NOES: None
ABSTAIN: None
ABSENT: None
14LANNING DIRECTOR
L L TI N INITIATIN ENERAL PLAN NDMENT T Y-
D TI N F "3.0 NEI HB RH D N'NIENCE ENTER" RTE A
HI Y AT EA TE Y CITY LIMIT 440.25
Council Member Hart in I ted he would abstain on this matter due to the proximity of his residence
to the site under consideratio
Written Communications:
Report dated July I5, 1997, the Planning Director, recommending adoption of a
resolution directing the Planning D artment to conduct a General Plan study to consider
deleting the 3.0 Neighborhood Conven' ce designation from the General Plan Composite
Map, and text references to the designatio t the easterly limits of Ortega Highway.
Tom Tomlinson gave an oral report, noting the ahwndment process would include formal
public hearings before the Planning Commission andNv Council. He emphasized that
initiation of the process should not be construed as future a oval by the Council.
Public Input.
(1) Chuck Salisbury, 30522 Hilltop Drive, reiterated his previou position to
commercial development at the'subject site.
City Council Minutes
7/15/97
r 0
AGENDA ITEM
TO: George Scarborough, City Manager
July 15, 1997
FROM: Cynthia L. Pendleton, Administrative Services Director
SUBJECT: Resolution approving the Agreement of Purchase and Sale between the City of
San Juan Capistrano and Kaiser Foundation Health Plan, Inc. for the unimproved
3.986 acre parcel described as AP 9649-361-02.
RECOMMENDATION:
By resolution, approve the Agreement of Purchase and Sale between the City of San Juan Capistrano
and Kaiser Foundation Health Plan, Inc. for the unimproved 3.986 acre parcel described as AP #649-
361-02; and authorize the City Manager to sign and execute all supplemental documents to complete
the close of escrow process.
SITUATION:
In 1991 the subject property was purchase by the City from the Swanner family. The parcel was a
residual site acquired as part of the total acquisition.
On March 4, 1997 the City Council authorized the City Manager to execute a Representation
Agreement between the City and Grubb & Ellis for the purpose of listing the subject property for sale.
Grubb & Ellis has actively marketed the property for sale and has brought forward an offer to
purchase from Kaiser Foundation Health Plan, Inc. ("Kaiser").
An Agreement of Purchase and Sale and Joint Escrow Instructions ("Agreement") has been
developed to outline specifics of the sale of the property as well as the terms of escrow. The
Agreement specifies a purchase price of two million seven hundred sixty-five thousand five hundred
thirty seven dollars ($2,765,537). The Agreement specifies an escrow closing date of December 1,
1997.
Upon City Council approval of the Agreement, Kaiser will deposit $100,000 into escrow to begin the
escrow process. Other important aspects of the transaction are as follows:
1. With regard to land use approvals, the Agreement provides that prior to the close of
escrow, Kaiser will obtain from the City rezoning and architectural site plan approvals. A due
date of August 1, 1997 is provided by which Kaiser must submit a fully completed land use
approval application. (see p.5, item (iii))
2. Closing costs shall be split 50-50.
FOR CI: Y COUNCIL AGEA'^ .7
AGENDA ITEM -2- July 15, 1997
3. With regard to utilities, Kaiser shall be responsible for all utility connections, except that
the City and Kaiser shall enter into a reimbursement agreement providing that future private,
commercial developers shall pay to Kaiser a pro -rata contribution for the use of sewer and
water utility extensions installed by Kaiser.
4. Condition/Inspection of the Property: Kaiser shall have the right to inspect the property,
including testing for contamination at Kaiser's expense. Kaiser has the right to terminate the
agreement if it does not approve of soils testing results.
COMMISS ONBOARD REVIEW, RECOMMENDATION:
N/A
� • 1 .� _ 11 �• 1
The City will receive approximately $2,500,000 at close of escrow after payment of all fees and
commissions. Proceeds from the sale will be deposited in the Open Space Bond Fund.
NOTIFICATION:
N/A
ALTERNATE ACTIONS:
1. By resolution, approve the Agreement of Purchase and Sale between the City of San Juan
Capistrano and Kaiser Foundation Health Plan, Inc. for the unimproved 3.986 acre parcel described
as AP #649-361-02; and authorize the City Manager to sign and execute all supplemental documents
to complete the close of escrow process.
2. Do not approve the resolution.
3. Request additional information from staff.
� � u �I►1 �Z]! y [�1►1
By resolution, approve the Agreement of Purchase and Sale between the City of San Juan Capistrano
and Kaiser Foundation Health Plan, Inc. for the unimproved 3.986 acre parcel described as AP 4649-
361-02; and authorize the City Manager to sign and execute all supplemental documents to complete
the close of escrow process..
R pectfu,lty submitted, are
C� L. Pendleton ta Laub
0
RESOLUTION NO. 97-7-15-4
' 1 LI I U I' C : �. ► 1 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, APPROVING THE AGREEMENT FOR
PURCHASE AND SALE OF THE UNIMPROVED 3.986 -ACRE PARCEL
DESCRIBED AS ASSESSOR'S PARCEL NO. 649-361-02 TO KAISER
FOUNDATION HEALTH PLAN, INC.
WHEREAS, the City of San Juan Capistrano ("City") has approved listing for sale
the unimproved 3,986 -acre parcel located on Camino Capistrano North of Junipero Serra, described
as Assessor Parcel No. 649-361-02 ('Parcel"); and,
WHEREAS, the City has duly considered all terms and conditions of the proposed
Agreement for Purchase and Sale ("Agreement"); and,
WHEREAS, Kaiser Foundation Health Plan, Inc., ("Kaiser") has duly considered all
terms and conditions of the proposed Agreement.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San
Juan Capistrano as follows:
I . The sale of the Parcel and the proposed Agreement which establishes the terms
and conditions therefor, are hereby approved.
2. The Mayor of the City is hereby authorized to execute the Agreement on
behalf of the City.
3. The City Manager is hereby authorized to sign all documents necessary and
appropriate to complete the sales transaction and close the escrow process.
PASSED, APPROVED, AND ADOPTED this 15th day of
July 1997.
DAVID M. S LIN, MA R
ATTEST:
CITY CLE
1J0
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO ' )
LA
I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California,
DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No.
97-7-1 ;_d adopted by the City Council of the City of San Juan Capistrano, California,
at a regular meeting thereof held on the i Sth day of T„ 1 y 1997, by the
following vote:
AYES: Council Members Jones, Greiner, Hart, Campbell
and Mayor Swerdlin
NOES: None
ABSTAIN: None
ABSENT: None
(SEAL)
CHERYL JOUNS6N, CITY CLERK
-2-
6
ORUG USE
IS
November 19, 1997
Ms. Ginger Coleman, Real Estate Manager
Kaiser Foundation Health Plan.
Walnut Center
393 E. Walnut Street
Pasadena, CA 91188
Re: City/Kaiser Purchase Agreement
Extension of Closure of Escrow Date
Dear Ms. Coleman:
FACILMES SERVICES
DEC 011997
MEMBERS OF THE CITY COUNCIL
COLLENE CAMPBELL
JOHN GREINER
WYATT HART
GIL JONES
DAVID M. SWERDLIN
CITY MANAGER
GEORGESCARBOROUGH
In response to your letter of November 17, 1997, this letter agreement shall serve as a
modification to escrow instructions with respect to the pending escrow (with Lawyers' Title)
for the sale and transfer of three acres of land by the City to Kaiser.
The City of San Juan Capistrano and Kaiser Foundation Health Plan hereby mutually agree
to extend the close of escrow date for this transaction to and including January 17, 1998.
CITY OF SAN JUAN CAPISTRANO
By:
Johl R. Shaw, City Attorney
Dated:w-6, Q
KAISER FOUNDATION HEALTH
PLAN, INC.. a California nonprofit
public benefit corporation
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 4qa-n71
0 9
MEMORANDUM
TO: Mary Laub, Management Analyst II
FROM: Cheryl Johnson, City Clerk
DATE: July 17, 1997
SUBJECT: Purchase and Sale of Propgrty - Kaiser
Attached are 3 fully -executed copies of the Agreement of Purchase and Sale and Joint Escrow
Instructions with Kaiser Foundation Health Plan, Inc., as approved July 15, 1997. I have retained
one fully -executed copy for our files. Also attached are copies of Resolution No. 97-7-15-4 for
forwarding to Kaiser and for your files.
cc: Administrative Services Director (w/ resolution)