Loading...
1997-0519_CAPISTRANO UNIFIED SCHOOL DISTRICT_2nd Amd & Rstd Agr SECOND AMENDED AND RESTATED AGREEMENT FOR COOPERATION 1. PARTIES AND DATE. 1.1 Parties to Agreement. This Second Amended and Restated Agreement for Cooperation(the "Agreement" or the "Second Amended Agreement")is hereby entered into as of May 19, 1997, by and among the CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency(the "District"), the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and the CITY OF SAN JUAN CAPISTRANO, a municipal corporation(the "City"). 1.2 Amends and Restates Original Agreement. This Agreement amends and restates those specific provisions of 1) that certain Agreement for Cooperation between the District, the Agency and the City, dated March 5, 1985 (the "Original Agreement"); and 2) that certain Amended and Restated Agreement for Cooperation between the District, the Agency and the City, dated January 7, 1986 (the "First Amended Agreement"), which remain to be performed in the manner agreed by the respective parties. 2. RECITALS. 2.1 Redevelopment Plan. The City of San Juan Capistrano has adopted Ordinance No. 488 on July 12, 1983, as amended by Ordinance No. 509 adopted on May 15, 1984, and as amended by Ordinance No. 547 adopted on July 16, 1985, which ordinances approve the San Juan Capistrano Central Redevelopment Project("Redevelopment Plan") and establish the San Juan Capistrano Central Project Area("Area") pursuant to the California Community Redevelopment Law(Health and Safety Code Section 33000, et. seq. for the redevelopment, replanning and redesigning of certain blighted areas within the City of San Juan Capistrano which require redevelopment in the interest of the health, safety, and general welfare of the City of San Juan Capistrano. 2.2 Need for Elementary School. The District has identified the need for a new elementary school site in close proximity to Marco Forster Middle School. A site for such elementary school has been incorporated into the City's Open Space Master Plan and shall be named as determined by the District (the "Elementary School 664640007 Parcel"). The Elementary School 664640007 Parcel is an approximately seven(7) acre portion of a larger parcel of real property which has been jointly acquired by the City and the Agency, and is depicted on Exhibit "A", attached and incorporated herein by reference. 2.3 Purpose of Agreement. District on the one hand and Agency and City, on the other hand, wish to enter into this Second Amended and Restated Agreement for Cooperation c:\wpwin60\wpdo Ncusdwusd=4.ye -1- 05/28/97 among themselves to provide mutual aid and assistance in the redevelopment of certain areas of the City. More specifically, and subject to the conditions described hereinafter, Agency, City and District wish to cooperate in connection with the following redevelopment activities, which shall constitute mutual and adequate consideration for the exchange and release of each obligation and activity: (a) Conveyance of fee title to the Elementary School 664640007 Parcel from the City and the Agency to the District for the construction of a school thereon as further described in the Purchase and Sale Agreement attached as Exhibit "B", attached hereto and incorporated herein by reference. (b) Reconveyance from the Agency to the District of fee title to Parcel B of the Capistrano Elementary School Site(more particularly known as the "Serra High School Site"), particularly described in the grant deed attached hereto as Exhibit "C", attached hereto and incorporated herein, to be executed concurrently herewith. The legal description for Parcel B shall include the playing field and all property upon which permanent and relocatable buildings as currently situated on the Serra High School Site, as more particularly determined by a survey, the cost of which shall be equally shared by the Agency and the District. (c) Release by District of the Agency's obligation to proceed with the construction of a fifty(50) meter competition swimming pool as required by Sections 5.4(b) and 5.9 of the First Amended Agreement; however, this does not preclude the District from utilizing school facilities fund proceeds for the construction of said swimming pool as provided for in Section 5.3. (d) Release by District of the Agency's obligation to relocate the District's existing adult education and continuation school facilities which exist on said Parcel B to a permanent site to be acquired by the Agency for the District as imposed by Section 2.2(d) of the First Amended Agreement. (e)Release by the District of the obligation to convey fee title to the District of a 2.5 acre site free and clear of all liens and encumbrances, subject to the District's prior right to approve such site, as required by Sections 5.4(b) and 5.9 of the First Amended Agreement. (f) Lease of real property from the District to the Agency, known as "Stone Field", more particularly described in the proposed lease, attached as Exhibit"D" and incorporated herein by reference, and the conveyance of fee title to the Agency of another parcel known as the "Library Parcel", as described on Exhibit "E", attached hereto and incorporated herein. (g) Continuation of the existing tax sharing agreement, as provided in the Original Agreement and First Amended Agreement, to alleviate the burden and detriment of the Redevelopment Plan upon the District. cAwpwinWwpdo \cusftvedamq.Ye -2- 05/28/97 (h) Termination of all other obligations under the Original Agreement and the First Amended Agreement, permanently and irrespective of the performance or non-performance of the obligations under this Second Amended Agreement. 3. EFFECT ON PRIOR OBLIGATIONS. 3.1 Continuation of Tax Sharing and Termination of Other Obligations. The parties intend that the tax sharing obligations of the Agency to the District pursuant to Section 6.1 (bxii) of the First Amended Agreement shall remain in full force and effect as restated in this Second Amended Agreement, and shall be clarified but not amended by this Second Amended Agreement. Except as specified in Section 2.3 of this Agreement, all other respective obligations of the parties pursuant to the Original Agreement and the First Amended Agreement are hereby terminated, extinguished and of no further force or effect, regardless of the performance or failure thereof of any obligation under this Second Amended Agreement. All obligations to assist in the development of the Commercial Site as a single, unified, high intensity commercial development are hereby extinguished. The obligation of the District to convey Buchheim Field and the recreational portion of the San Juan School Site to the Agency is terminated, and the Agency's obligation for the redevelopment thereof is terminated. The obligation of the Agency to construct a competition swimming pool is terminated; however, this does not preclude the District from utilizing school facilities fund proceeds for the construction of such a swimming pool as provided for in Section 5.3. The obligation to establish Fund No. 1 is terminated. 4. CONVEYANCE OF THE ELEMENTARY SCHOOL 664640007 PARCEL TO DISTRICT. 4.1 Purchase and Sale of Elementary School 664640007 Parcel. The City and Agency agree to sell to the District and the District agrees to purchase the Elementary School 664640007 Parcel, in accordance with and subject to all of the terms, covenants, and conditions of that certain Purchase and Sale Agreement (Exhibit "B"). 4.2 Purchase Price, Payment and Note. A. The purchase price of the Elementary School 664640007 Parcel shall be Two Mrllion Four Hundred Thousand Dollars ($2,400,000.00), or a final purchase price set by appraisal as approved by the Office of Public School Construction of the State of California, subject to the following limitations: (i) the final purchase price may be set anywhere within the range of 10% of the $2,400,000, plus or minus, pursuant to the Office of Public School Construction final approval of an appraisal from a certified appraiser; a\wpwtin6o\wpd—'--�.y— -3- 0512"7 (ii) if the final appraisal figure deviates more than 10% from the $2,400,000 purchase price, then either party reserves the right to reconsider and rescind this Agreement within 30 days of receipt of written notice of the final appraisal figure from the Office of Public School Construction. Rescission of this Agreement shall be completed by either party sending written notice of termination to the other party. B. The purchase price shall be subject to a credit from the Agency in favor of the District. The credit shall be calculated to equal an amount of money using the same per-acre value established for the Elementary School 664640007 Parcel, multiplied by a factor of two and 1/2. Therefore, as an example, if the Elementary School 664640007 Parcel is assumed to be 10 acres and having a final appraised value of$2.4 million, the per-acre value would be $240,000. The credit calculation would then be 2 1/2 x $240,000 = $600,000. The credit of$600,000 would then be applied to reduce the purchase price by that amount. C. The purchase price shall be paid by District with payments from the Capistrano Unified School District\San Juan Capistrano Community Redevelopment Agency School Facilities Fund("School Facilities Fund")as described herein in Section 5,1, until paid in full. Each party agrees to authorize the application of tax sharing payments to provide for the payment of the purchase price of the Elementary School 664640007 Parcel through Agency's retention of the amounts to be paid to District into the School Facilities Fund. D. Since the consideration for the reduced purchase price is separate and apart from the value of the Elementary School 664640007 Parcel, the reduced purchase price shall not be reflected in the Purchase and Sale Agreement. The purchase price shall be paid by the District commencing upon the eleventh(11th) anniversary of the date that the Agency first makes a payment to the District pursuant to Section 5.1 hereunder. E. District shall execute a Promissory Note in the form of Exhibit "F", attached hereto and made a part hereof, secured by the School Facilities Fund, to guarantee payment of the purchase price. The note shall reference the above stated credit. 4.3 No Interest on Promissory Note. The promissory note reflecting the purchase price of the Elementary School 664640007 Parcel shall bear no interest. 4.4 District Certificate Regarding Future Public Uses of Elementary School 664640007 Parcel. District shall execute the certificate, attached as Exhibit "G," and incorporated herein by reference, acknowledging that the Elementary School 664640007 Parcel shall not be used for private, non-public purposes. This certificate is required by Agency to satisfy certain provisions of the California Community Redevelopment Law(Health and Safety c:\wpwinMwpdocs4i�.y- 4- 05/28/97 Code Sections 33000, et seq.)which apply to the financing used by the Agency to acquire this subject seven acres of land. 5. CAPISTRANO UNIFIED SCHOOL DISTRICT SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY CAPITAL IMPROVEMENT FUND. 5.1 Establishment of School Facilities Fund. The obligation to create what was described as Fund No. I in the First Amended Agreement is terminated. Capistrano Unified School District San Juan Capistrano Community Redevelopment Agency Capital Improvement Fund No. 2, as said fund was described in the First Amended Agreement, shall be renamed and hereafter referred to in this Agreement as the"School Facilities Fund", and is hereby restated, clarified and established. The School Facilities Fund is to be administered by the Agency and to be utilized for the purposes of this 4greement. The following monies shall be deposited in the School Facilities Fund: property taxes which are allocated to the Agency pursuant to Health and Safety Code Section 33670(b) and which are attributable to that area lying within the territorial limits of the District which also lies within the territorial limits of the Project Area of the Agency after the effective date of Ordinance No. 488 of the City of San Juan Capistrano, and which are in excess of Three Million Dollars($3,000,000.00) in any year of the Redevelopment Plan (which excess shall be referred to hereinafter as the "extraordinary tax increment"). Said moneys shall be allocated by Agency upon receipt to the School Facilities Fund and shall be used and accumulated in sufficient amount to pay principal and interest on loans, monies advanced to, or indebtedness, whether funded, refunded, assumed or otherwise, incurred by Agency to finance or refinance, in whole or in part, its obligations hereunder; provided, however, that in no event shall the District be entitled to more than Five Million Dollars($5,000,000.00) in any consecutive five(5)year lobe. 5.2 Relationship to Other Tax Increment Funds. The obligations of Agency with respect to the School Facilities Fund shall be subordinated to funds provided to other taxing agencies or pledged to other Agency indebtedness if and to the extent that tax increment is hereafter pledged or promised by Agency to such taxing agencies or other obligees of Agency other than City, except that no such pledge or promise shall reduce the taxes allocated to School Facilities Fund below the amount which would otherwise have been levied by or on behalf of the District after the effective date of Ordinance No. 488 and which are allocated to Agency pursuant to Health and Safety Code Section 33670(b). 5.3 Use of School Facilities Fund. The School Facilities Fund may be expended only for acquisition or lease of real property and/or capital improvement projects located within the City of San Juan Capistrano, either inside or outside of the Project Area, which are of benefit to the Project Area and in compliance with Health and Safety Code Sections 33445 and 33679, and all other applicable laws. The primary application of the School Facilities Fund, and first in priority, shall be the payment of the purchase price of the Elementary School 664640007 Parcel, as set forth in Section 4.1 of this Agreement. Other permissible uses of the School Facilities Fund cAv4nvi260\wpdo \ciudWusdam4.yw -5- 03/28197 proceeds include, but are not limited to: the construction of a fifty(50) meter competition swimming pool at Capistrano Valley High School; the lease or purchase of land or facilities for use only as schools, District administrative offices and operations facilities; the construction, expansion, addition to, or reconstruction or modernization of permanent school buildings, facilities, structures or other permanent public improvements, including without limitation any and all direct development costs for planning, engineering, and architectural services and costs for contract administration expenses incurred in connection with the planning, construction or completion of such public improvements, provided that such expenditures are of benefit to the Project Area. The use of such funds for payment of salaries, wages or benefits to District employees is prohibited, except those costs of District personnel for services directly involved in the construction, inspection or project management of such public improvements. 6. PROPERTY LEASES AND PARCEL B. 6.1 Parcel B Conveyance to District. The Agency agrees to convey fee title of Parcel B to District in the form of a grant deed as set forth in Exhibit "C". 6.2 Termination of Existing Lease. That certain "Lease" of Parcel B at the Serra High School Site from the City/Agency, as lessor, to the District, as lessee, dated April 27, 1989, is hereby terminated and of no further force or effect. Possession of Parcel B is hereby delivered to the District, effective with the execution of this Agreement, and the parties mutually release each other from any obligations pursuant to the Lease. 6.3 Agreement to Lease Stone Field and Convey Fee Title to the Library Parcel. A. District and City agree to enter into a lease wherein District shall lease to City the property known as Stone Field, more particularly described in the lease(Exhibit "D") to be executed concurrently herewith, for a term of twenty-five(25)years. B. District, Agency and City agree to the conveyance by District to City of fee title to the Library Parcel (Exhibit "E"), presently burdened by the remaining term of a fifty(50) year lease to the City. 7. GENERAL PROVISIONS. 7.1 Termination by Mutual Consent. This Agreement can be terminated only by mutual consent of all parties. 7.2 Education Code Requirements. This Agreement, inasmuch as it binds District to sell, lease, exchange and/or grant real property under certain conditions/events, must be executed in accordance with applicable provisions of the Education Code as must each real property transaction, subject to approval by the appropriate State Agency. cAwpwm60\wpdora\mm&a,ea.ma.yw -6- 05/2&/97 7.3 Attorneys' Fees. If any party to this Agreement commences litigation against any other party for the purpose of determining and enforcing its rights hereunder or for money damages for a breach hereof or for other equitable relief related hereto, the prevailing party shall be entitled to receive from the losing party attorneys' fees in the amount determined by the Court, together with costs reasonably incurred in prosecuting and defending such action. 7.4 Effective Date and Term. This Agreement shall become effective upon the date set forth above and shall remain in effect for the periods set forth herein. 7.5 Modification and Termination. In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 7.6 Default. Failure or delay by any party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence and during any period of curing shall not be in default. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. If the cure of default is not commenced within thirty(30) days after service of such notice of default, and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, the defaulting party shall be liable for any damages caused by such default, and the non-defaulting party may thereafter commence an action for damages or for specific performance of this Agreement, with respect to such default. 7.7 Indemnification. The Agency shall indemnify and hold harmless the District and its officers, agents, employees, representatives and volunteers, from and against any loss, liability, claim or judgment relating in any manner to the Agency's discharge or breach of its obligations pursuant to this Agreement. The District shall indemnify and hold harniless the City, the Agency and their officers, agents, employees, representatives and volunteers, from and against any loss, liability, claim or judgment relating in any manner to the District's discharge or breach of its obligations pursuant to this Agreement. 7.8 Notices. Written notices, demands and communications between the parties shall be sufficiently given if delivered by hand, sent by telecopy or overnight delivery service, or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses specified below: cAwpwu%60\wpda \cue6cuadam4.yw -7- 0512s97 To Agency: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: Executive Director To District: Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Attention: Deputy Superintendent Ali notices and communications sent to the parties shall be deemed to have been received three (3) days after the notice or communication has been deposited in the U.S. Mail, and the next business day after the notice or communication has been delivered by hand or sent by telecopy or overnight delivery service. 7.9 Books and Records. The Agency shall, within thirty(30) days after receipt of written request from the District, make available to the District for review or audit its records or statements regarding the allocation and payment of Tax Increment to the Agency in accordance with its Redevelopment Plan pursuant to Health and Safety Code Section 33670(b). 7.10 Nonliability of Officials and Employees of Parties. No member, official or employee of the parties hereto shall be personally liable to the other party, or any successor in interest, in the event of any default or breach of this Agreement or for any amount which may become due hereunder, or on any obligations under the terms of this Agreement. 7.11 Conflicts of Interest. No member, official or employee of the parties hereto shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 7.12 Entire Agreement. This Agreement and the Exhibits attached hereto constitute the entire understanding and agreement of the parties, integrate all of the terms and conditions mentioned herein or incidental hereto, and supersede all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof, specifically including the Original Agreement and the First Amended Agreement, which shall be terminated and of no further force or effect as of the date of this Agreement. In the event that this c:\wpwin60\wpda.`cvadaed.urt.yav -8- 05/28/97 l Agreement is found to be invalid or is otherwise terminated, the Agency and District agree that each shall attempt in good faith to renegotiate this Agreement to give effect to the intent of the Agreement, the Original Agreement and the First Amended Agreement. 7.13 Waivers and Amendments. All waivers of the provisions of this Agreement shall be in writing and executed by the appropriate authorities of the parties, and all amendments hereto shall be in writing and executed by the appropriate authorities of the parties. 7.14 Time of Essence. Time is of the essence with respect to every portion of this Agreement of which time is a material part. 7.15 Legal Challenge. The District, City and Agency agree that in the event litigation is initiated by a person or entity not a party to this Agreement, attacking the validity of all or any portion of this Agreement, each party shall support and seek to uphold this Agreement. 7.16 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California. 7.17 Further Assurances. Each party without further consideration agrees to execute such other and further documents, and to perform such other and further acts, as may be necessary or proper in order to consummate the settlement and transaction contemplated by this Agreement. 7.18 Severability. If any term or provision of this Agreement shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first above written. DISTRICT: CAPISTRANO UNIFIED SCHOOL DI CT, a pub l c agency Jarhes A. Fleming Superintendent ATTEST: By:�T�`-i% District Secretary c:\wpwu,60twpd=\m sd1 ua 4.yw -9- 05/UM 1 APPROVED AS TO FORM: PARKER, COVERT & CHIDESTER BY:—. r DouglasN. Yeo Special District Counsel AGENCY: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPME T AGENCY, a public body *Corpotd pol'car ough, Executi irector ATTEST: ���beryl John , A�Secretary APPRO D ARM: John IV. Shaw, Agency Counsel CITY: CITY OF SAN JUAN CAPISTRANO, a Califo ' municip rporation By: eo a rbo r gh, City Manage ATTEST: By: Cheryl JohnsCheryl Johns, C6Clerk APPROVED AS TO FORM: By: John haw, City Attorney cawpwin6o\wpdm\cusdkausdam4.yw -10- 05/28/97 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is entered into as of the 19th day of May, 1997, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, hereinafter referred to as "Seller", and CAPISTRANO UNIFIED SCHOOL DISTRICT, a California public school district, hereinafter referred to as "Buyer". The CITY OF SAN JUAN CAPISTRANO, hereinafter referred to as "City", shall be the intended third party beneficiary of certain of the terms and conditions contained herein, with full power and right of enforcement to the same extent as the Seller, and subject to the same limitations. 1. Purchase and Sale. Upon the terms and conditions contained herein, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer the approximate seven (7) acres of real property located generally at the northwesterly comer of Alipaz and Camino Del Avion in the most northwesterly portion thereof, in the City of San Juan Capistrano, California, as more particularly described in the Grant Deed attached as Exhibit"A" and incorporated herein by reference (the "Elementary School 664640007 Parcel"). 2. Purchase Price. The purchase price ("Purchase Price") of the Elementary School 664640007 Parcel shall be Two Million Five Hundred Thousand Dollars ($2,500,000.00.) The Purchase Price shall be paid by Buyer with payments from the Capistrano Unified School District\San Juan Capistrano Community Redevelopment Agency School Facilities Fund ("School Facilities Fund"), to be administered by Seller and applied toward the Purchase Price until paid in full. 3. Escrow. Immediately after this Agreement has been executed by the parties, escrow("Escrow") shall be opened with First American Title Insurance Company ("Escrow Holder"), located at 114 East Fifth Street, Santa Ana, California 92701. This Agreement constitutes the joint escrow instructions of District and Agency in addition to Escrow Holder's general provisions which are attached hereto as Exhibit "B", and the Escrow Agent is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this Escrow in the shortest possible time. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel its own policies after the Closing. All funds, if any, received in the Escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any state or national c:\w'pw 60\wpda \cusd\cusdxm4.yw 05/2"7 bank doing business in the State of California. All disbursements shall be made by check from such account. If, in the opinion of either party, it is necessary or convenient in order to accomplish the Closing of this transaction, such party may require that the parties sign supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement shall control. The parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing shall take place when the Conditions Precedent to Closing as set forth in Sections 5, 6 and 7 have been satisfied. Escrow Agent is instructed to release Seller's escrow closing statements and Buyer's escrow closing statements to the respective parties. 4. Escrow Cancellation. If Escrow is not in condition to close by the Outside Date agreed upon by the parties, then either party which has fully performed under this Agreement may, in writing, demand the cancellation of escrow. If no demands are made, Escrow Agent shall proceed with the Closing as soon as possible. Termination of the conveyance of the Elementary School 664640007 Parcel shall terminate the obligations contained in the Agreement that relate thereto. If either party makes a written demand for return of documents or properties in connection with such termination, the conveyance shall not terminate until five (5) days after Escrow Agent shall have delivered Elementary School 664640007 Parcel copies of such demand to all other parties at the respective addresses shown in this Agreement. If any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or by mutual written instructions of the parties. Termination of the conveyance shall be without prejudice to whatever legal rights either party may have against the other. If the closing of Escrow fails to occur due to Seller's default, Seller shall pay all Escrow cancellation charges. If the closing of Escrow fails to occur due to Buyer's default, Buyer shall pay all Escrow cancellation charges. If the closing of Escrow fails to occur for any reason other than the foregoing, Buyer and Seller shall each pay one-half of any Escrow cancellation charges, and each party shall release the other party from all liability for the failure of the Closing of Escrow to occur. "Escrow cancellation charges" means all fees, charges and expenses incurred and charged by Escrow Holder as well as all expenses related to the services of the "Title Company" (as defined in Section 8). 5. Buyer's Conditions Precedent. Buyer's obligations under this Agreement shall be expressly conditioned upon the fulfillment or written waiver by Buyer of the following conditions precedent: cAvgnvinWwpdo \cusdvuadam4.ye -2- 05/28/97 A. Acquisition of Elementary School 664640007 Parcel. Seller shall acquire fee title to the subject parcel prior to close of escrow, and thereby convey fee title to Buyer at close of escrow. B. Performance of Obligation . The due performance of Seller of each and every material covenant, agreement or obligation to be performed by it hereunder. C. Accuracy of Representations and Warranties. All representations and warranties made in this Agreement by Seller are and shall be true and correct as of the Close of Escrow. D. Site Preparation. Seller shall have rough graded the Elementary School 664640007 Parcel. Seller has disclosed the following conditions regarding utilities on or about the Elementary School 664640007 Parcel: electrical power is stubbed out to the site at the perimeter, a water pipeline exists at the perimeter of the parcel, and a telephone line is present at the perimeter also. Buyer will be responsible for gas and sewer pipelines. E. Parcelization or Merger of the Elementary School 664640007 Parcel. Seller shall have taken all actions necessary to make the Elementary School 664640007 Parcel a single, legal parcel, or in the alternative, if appropriate, to provide for a lot line adjustment to merge the Elementary School 664640007 Parcel with adjacent property of Buyer. F. Review and Approval of Title. Buyer's approval or disapproval of the Exceptions(as defined below)to title for the Elementary School 664640007 Parcel. Buyer hereby approves the Exception pertaining to the Redevelopment Plan. Buyer shall object in writing to any Exception within ten (10) calendar days from either of the following, whichever is later: 1. Execution of this Agreement by Buyer and Seller; or from 1 Seller causing the Title Company to deliver to Buyer a copy of the "Report" (as such term is defined in Section 8 below) for the Elementary School 664640007 Parcel, together with legible copies of all recorded instruments listed as exceptions("Exception") in the Report, prepared by First American Title Insurance. Should Buyer fail to disapprove of any Exception by delivering written notice of such disapproval to Seller and Escrow within said ten (10) days, specifying with particularity the matter(s) so disapproved, Buyer shall be deemed to have approved each Exception to title. Should Buyer timely object to any Exception, Seller shall have five (5) calendar days from receipt of such notice to give written notice to Buyer and Escrow either that Seller is unable to or unwilling to remove such disapproved Exception(s). After execution of this Agreement, Seller shall not voluntarily c:\wpwin6O\wpdo \cusd\ccusdam4.yw -3- 05/28/97 alter the condition of title to the Elementary School 664640007 Parcel except to remove any Exception. Seller shall have the right, but not the obligation, to remove any disapproved Exception(s) or provide assurances satisfactory to Buyer that such Exception(s)will be removed on or before the Closing, If Seller either fails to give such written notice to Buyer and Escrow within such five(5)calendar day period or notifies Buyer and Escrow that Seller is either unable or unwilling to remove such disapproved Exception(s), then Buyer shall have five(5) calendar days from receipt of such notice(or from the expiration of the five(5) calendar day period within which Seller was required to give Buyer written notice) to either give Seller and Escrow written notice of Buyer's waiver of such disapproved Exception(s) or of Buyer's election to terminate this Agreement. G. Environmental. Buyer shall not have elected to cancel Escrow and terminate this Agreement due to the environmental condition of the Elementary School 664640007 Parcel as discussed in Section 16 hereof. 6. Seller's Conditions Precedent. Seller's obligations under this Agreement shall be expressly conditioned upon the fulfillment or written waiver by Seller of the following conditions precedent: A. Performance of Obligations. The due performance of Buyer of each and every material covenant, agreement or obligation to be performed by Buyer hereunder. B. Accurac,�ofRepresentations and Warranties. All representations and warranties made in this Agreement by Buyer are and shall be true and correct as of the Close of Escrow. C. Maintenance Agreement. Concurrently with the Closing, Buyer and the City shall execute the "Maintenance Agreement" between Seller and Buyer dated May 19, 1997, attached as Exhibit "C", and incorporated herein by reference. The Maintenance Agreement shall provide for the joint maintenance of an access road which will provide ingress and egress to the Elementary School 664640007 Parcel. 7. Joint Conditions Precedent. The obligations of Seller and Buyer under this Agreement shall be expressly conditioned upon the fulfillment or written waiver by both parties of the following conditions precedent: A. Execution of Documents. The parties shall have executed the Grant Deed and Maintenance Agreement, and any other documents required hereunder, and delivered such documents into Escrow. cAWP-n60\w{docs4usd4wsdam4.Y- -4- 0512&97 B. No Default. Prior to the Close of Escrow, the parties shall not be in default in any of their obligations under the terms of this Agreement and all representations and warranties contained herein shall be true and correct in all material respects. 8. Title Policy. At the Close of Escrow, First American Title Insurance Company (the "Title Company"), located at 114 East Fifth Street, Santa Ana, California 92701, shall be prepared or committed to deliver a California Land Title Association ("CLTA") owner's policy of title insurance (the "Title Policy")in the amount of the Purchase Price showing title to the Elementary School 664640007 Parcel vested in Buyer in fee simple subject only to the exceptions set forth in the Preliminary Report (the "Report") prepared by the Title Company for the Elementary School 664640007 Parcel which have been approved or waived by Buyer pursuant to Section S.F. hereof. Seller agrees to remove on or before the Closing any deeds of trust or other monetary liens against the Elementary School 664640007 Parcel. The Title Company shall provide Seller with a copy of the Title Policy. 9. Closing Date. The terms "Closing Date" or "Closing" shall mean the date within thirty(30) days of(a)the conditions precedent set forth in Sections 5, 6 and 7 having been fulfilled or waived (with notice of the same provided to Seller, Buyer and Escrow Holder) and (b)the Grant Deed for the Elementary School 664640007 Parcel is recorded by Escrow Holder as provided for in Section 11 below. 10. Escrow Closing Obligations. In addition to the satisfaction of the requirements for the Closing set forth in Section 8 above, Buyer and Seller shall perform the following obligations at or prior to Closing: A. Grant Deed. Seller shall execute, acknowledge and deliver into Escrow the Grant Deed in the form attached hereto as Exhibit "A" and incorporated herein by which Seller will convey the Elementary School 664640007 Parcel to Buyer in writing. Buyer shall complete, execute and deliver to Escrow Holder any required statement of intention to transfer Elementary School 664640007 Parcel or preliminary change of ownership statement. B. Income Tax Information. Seller represents and warrants to Buyer that Seller is not a nonresident alien, a foreign corporation, a foreign partnership, a foreign trust or a foreign estate as such terms are defined in the Internal Revenue Code of 1986 or any rules or regulations for purposes of United States income taxation. 11. Close of Escrow. Escrow Agent shall Close Escrow for the Elementary School 664640007 Parcel as follows: A. As required in this Agreement, the parties hereto shall, as appropriate, deposit with Escrow Holder the closing costs, by Cashier's or Certified check or wire transfer of cAwpwinWwp&o \cusd�usdam4.yw -5- 05/28/97 immediately available funds, if required, on or before the Closing Date. When all required funds and instruments have been deposited into Escrow by the appropriate parties, Escrow Holder shall cause the Grant Deed to be recorded in the Official Records of Orange County, California at which time the Escrow shall be deemed closed. Escrow Agent shall thereafter deliver the Title Policy to Buyer. B. Instruct the Title Company to deliver the Title Policy to District; C. File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; and D. Forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed document deposited into Escrow, with such recording and filing date and information endorsed thereon. 12. Commission. Buyer and Seller hereby acknowledge that no broker's commission, finder's fee or other compensation is payable with regard to the transaction covered by this Agreement, and each party agrees to and does hereby indemnify and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in connection with this transaction. 13. License to Enter. Subject to the conditions herein, Seller and City grant to Buyer and its agents and representatives a license to enter upon the Elementary School 664640007 Parcel for the purpose of allowing Buyer to conduct tests, surveys or other studies of the Elementary School 664640007 Parcel so long as Buyer(i) pays the costs for such tests, surveys or studies; (ii) keeps Elementary School 664640007 Parcel free and clear of any liens; (iii) repairs all damage to the Elementary School 664640007 Parcel; and (iv) indemnifies and holds Seller harmless with respect to any liability, claims, demands, damages or costs arising from or in relation to any such tests, surveys or studies. Buyer shall maintain adequate Worker's Compensation and comprehensive liability insurance sufficient to cover Buyer and Buyer's authorized representatives' or agents' activities relating to such tests, surveys or studies. 14. Representations and Warranties by Buyer. Buyer represents and warrants to Seller, and hereby agrees as follows: A. Authority. Buyer is a duly organized unified school district formed within and in good standing under the laws of the State of California. Buyer has full right, power and lawful authority to purchase and accept the conveyance of the Elementary School 664640007 Parcel and undertake all obligations as provided herein and the execution, performance and c1wpw nWwpdo \cusd\cusdar *ye -6- 05/29/97 delivery of this Agreement by Buyer has been fully authorized by all requisite actions on the part of the Buyer. B. No Conflict. To the best of Buyer's knowledge, Buyer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Buyer is a party or by which it is bound. C. No Bankruptcy. Buyer is not the subject of a bankruptcy proceeding. Until the Closing, Buyer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 14 not to be true as of Closing, immediately give written notice of such fact or condition to Seller. Such exception(s)to a representation shall not be deemed a breach by Buyer hereunder, but shall constitute an exception which Seller shall have a right to approve or disapprove if such exception would have an effect on the value and/or operation of the Elementary School 664640007 Parcel. If Seller elects to close Escrow following disclosure of such information, Buyer's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, Seller elects to not close Escrow, then this Section 14 of this Agreement and the Escrow shall automatically terminate, and neither party shall have any further rights, obligations or liabilities under this Section 14. The representations and warranties set forth in this Section 14 shall survive the Closing. 15. Representations and Warranties by Seller, Seller hereby makes the following representations and warranties to Buyer: A. Public Bodv. Seller is a public body, corporate and politic, existing pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000), which has been authorized to transact business pursuant to action of the City of San.Tuan Capistrano. B. Authority. Seller has full right, power and lawful authority to acquire, grant, sell and convey the Elementary School 664640007 Parcel as provided herein, and the execution, performance and delivery of this Agreement by Seller has been fully authorized by all requisite actions on the part of Seller. C. No Conflict. To the best of Seller's knowledge, Seller's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Seller is a party or by which it is bound. cAwpwiMO\wpd=\cusd1ct d 4.yw -7- 05/28/97 D. Information. Seller shall make available for inspection by Buyer all written information in Seller's possession and to which Seller has access concerning title to or permitted uses of the Elementary School 664640007 Parcel. E. Title. As of the close of Escrow, title to the Elementary School 664640007 Parcel will not be encumbered by any easements, licenses, leases, agreements affecting the Elementary School 664640007 Parcel or other exceptions other than as set forth in Section S.F. of the Agreement. Until the Closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 15 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. Such exception(s) to a representation shall not be deemed a breach by Seller hereunder, but shall constitute an exception which Buyer shall have a right to approve or disapprove if such exception would have an effect on the value and/or operation of Elementary School 664640007 Parcel. If Buyer elects to close Escrow following disclosure of such information, Seller's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, Buyer elects to not close Escrow, the parties' obligations under this Section 15 of this Agreement and the Escrow shall automatically terminate, and neither party shall have any further rights, obligations or liabilities under this Section 15. The representations and warranties set forth in this Section 15 shall survive the Closing. 16. Condition of Elementary School 664640007 Parcel. A. Disclosure. Prior to the execution of this Agreement, certain investigations have been performed of the environmental condition of the Elementary School 664640007 Parcel (the "Environmental Reports"). 1. Preliminary Site Assessment Conducted to Determine the Presence of Hydrocarbons/Pesticides/Herbicides on an existing 50 Acre Farm Located at 32701 Alipaz Street, San Juan Capistrano, California, dated December 18, 1990, by South Coast Geologic Services, Inc. The report concluded: "It is concluded that based upon the data presented, the property does not contain significant concentrations of herbicides or hydrocarbons derived from leaking storage tanks. Results of pesticide tests reveal that high concentration of DDT (in excess of 1000 ppm) were found in surface soil samples (0- 12 inches in depth) in the vicinity of Test Holes 1, 4, 8, 9 and 11. Other high concentrations of DDT may also be present in areas not tested." c:\wpwiM0\wpdocs4i�sdkuadam4.y- -8- 05/28/97 2. Preliminary Geotechnical Investigation, Elementary School 664640007 Parcel, City of San Juan Capistrano, County of Orange, California, Dated January 18, 1996, by NMG Geotechnical, Inc. The report concluded: "Based on our findings, we conclude that the proposed school construction is feasible from a geotechnical viewpoint; no major geotechnical constraints were identified from our investigation." B. Knowledge of Seller. Except as may be set forth in the Environmental Reports, Seller hereby represents and warrants to Buyer that Seller has no actual knowledge, and has not received any notice of communication from any government agency having jurisdiction over the Elementary School 664640007 Parcel, notifying Seller of the presence of surface or subsurface zone Hazardous Materials in, on, or under the Elementary School 664640007 Parcel, or any portion thereof. "Actual knowledge," as used herein, shall not impose a duty of investigation, and shall be limited to the actual knowledge of the Seller's employees and agents who have participated in the preparation of this Agreement and the acquisition and management of the Elementary School 664640007 Parcel. C. Definitions. As used in this Section 16, the term "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance" or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyl, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article II of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et. seq. Owpwin6ohypdo®4vs&�4.ye -9- 05/28/97 D. Buyer's Investigation of the Elementaty School 664640007 Parcel. The Buyer shall have the right, at its sole cost and expense, to engage its own environmental consultant to make such investigations as Buyer deems necessary, including any "Phase 1" or "Phase 2" investigations. To date, the Buyer has contracted for and has received a report dated September 27, 1996, prepared by NMG Geotechnical, Inc. in which the Elementary School Site was screened for pesticides in near-surface soils. The report concluded: "According to U.S. EPA, Department of Toxic Substances, the Preliminary Remedial Goals for residential soils for DDD, DDE, DDT are 1.9, 1.3, and 1.3 ppm, respectively. The PRG's for Aldrin and Dieldrin are 0.026 and 0.028 ppb, respectively. Therefore, the concentrations onsite of each of these analytes are much less than those that would require remediation as defined by the state. Based on conversation with Dr. Stanford Smucker, Regional Toxicologist for the U.S. EPA, the levels of contaminant found onsite are considered low and should not require remediation even for a school site." E. No Further Warranties As To Elementa[y School 664640007 Parcel Except as otherwise provided herein, the physical condition, title to the Elementary School 664640007 Parcel is and shall be delivered from Seller to Buyer in an "as-is" condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Elementary School 664640007 Parcel for the development purposes intended hereunder. To the extent authorized by contract or law, the Seller shall assign to Buyer all warranties and guaranties with respect to the environmental condition of the Elementary School 664640007 Parcel, if any, that the Seller has received from prior owners of the Elementary School 664640007 Parcel. F. Release by Buye . Buyer hereby waives, releases and discharges forever Seller and City, and their employees, officers, agents and representatives, from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with the Buyer's use, maintenance, ownership or operation of the Elementary School 664640007 Parcel, any Hazardous Materials on the Elementary School 664640007 Parcel, or the existence of Hazardous Materials in any state on the Elementary School 664640007 Parcel, however they came to be placed there, except that arising out of the negligence or misconduct of the Seller or the City or their employees, officers, agents or representatives. 17. Escrow Costs and Prorations. The following closing costs shall be borne as follows: c:\wpwu"Nwpdoe --�.y- -10- 05/28/97 A. Title charges for the CLTA standard title policy as described in Section 8 shall be paid by Seller. Buyer shall pay all additional costs for endorsements to the policy obtained by Buyer. B. Escrow fees shall be paid one-half by Buyer and one-half by Seller. C. Any transfer taxes shall be paid by Seller. D. All recording charges shall be paid one-half by Buyer and one-half by Seller. E. Document preparation fees shall be paid one-half by Buyer and one-half by Seller. F. No Proration of Taxes and Assessments. Because Seller and Buyer are public agencies to which real property taxes do not apply, no proration of real property taxes shall be made through Escrow. 18. Authority of Escrow Agent. Escrow Agent is authorized to, and shall: A. Pay and charge Buyer and Seller for their respective shares of the premium of the Title Policy as set forth in Section 8 and any amount necessary to place title in the condition necessary to satisfy Section 5.F. of this Agreement. B. Pay and charge Buyer and Seller for their respective shares of any escrow fees, charges, and costs payable under Section 17 of this Agreement. C. Pay and charge Buyer for any endorsements to the Title Policy which are requested by the Buyer. D. Disburse funds, and deliver and record the Grant Deed, when the Conditions Precedent to Closing have been fulfilled or waived by Buyer and Seller. E. Do such other actions as necessary, including obtaining the Title Policy, to fulfill its obligations under this Agreement. F. Within the discretion of Escrow Agent, direct Seller and Buyer to execute and deliver any instrument, affidavit and statement. G. Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S cAwpwin6o\wpdocs M%FNcuad=4.ye -11- 05/28/97 form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 19. Waiver. Consent and Remedies. Either party may specifically and expressly waive in writing any breach by the other party of any provision of this Agreement, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver or the necessity of obtaining such consent for the same or similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. 20. Further Documents and Acts. Each of the parties hereto agree to cooperate in good faith with each other, and to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions contemplated under this Agreement. 21. Successors and Assigns. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto except as provided below. 22. Entire Agreement. This Agreement and the Exhibits attached hereto and incorporated herein contain all of the covenants, conditions and agreements between the parties relating to the purchase and We of the Elementary School 664640007 Parcel and shall supersede all prior correspondence, agreements and understandings on this transaction, both verbal and written. 23. Notices. All written notices required to be given pursuant to the terms hereof shall be either delivered by hand delivery or deposited in the United States mail first class, postage prepaid and addressed as follows: Seller: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: Executive Director Buyer: Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Attention: Deputy Superintendent, Administration c:\wrwin6UNwpdo \=gdI4�.yw -12- 05/28/97 The foregoing addresses or persons may be changed by written notice to the other party as provided herein. 24. Exhibits and Captions. All exhibits attached hereto are incorporated herein by reference thereto. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 25. Time. Time is of the essence of every provision of this Agreement in which time is an element. 26. Applicable Law. This Agreement shall be governed by the laws of the State of California. 27. Invalidity of Provision. If any provision of this Agreement as applied to either of the parties or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of the Agreement as a whole. 28. Authority. Each person executing this Agreement warrants that he or she has the authority to so execute this Agreement and that no further approval of any kind is necessary to bind the parties hereto. 29. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing and executed by both Buyer and Seller. 30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 31. Survival of Provisions. The representations, warranties and agreements set forth in this Agreement will remain operative, will be deemed made at the Close of Escrow, and will survive the Closing and the execution of delivery of Seller's Grant Deed and will not be merged in Seller's Grant Deed. c:\wpwm6o\wp&-V-vsdaa�admn4.Y- -13- 05/28/97 IN WITNESS WHEREOF, the parties hereto have executed one or more copies of this Agreement as of the day and year first above written. Seller: Buyer: SAN JUAN CAPISTRANO CAPISTRANO UNIFIED SCHOOL DISTRICT COMMUNITY REDEVELOPMENT AGE By: / _ By. G arough J es A. FlemingGeo a Executive Dror Superintendent Dated: Dated: ATTEST: ATTEST: 6 W- \� ' '� Cheryl Johnse Agency Secretary District Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: qq== PARKER COVERT& CHIDESTER johd R. Shaw Agency Counsel Douglas N. YeorMn Special District Counsel c:\wpwin60\wpdo \msd\cusdanA-yw -14- 05/28/97 LICENSE AND MAINTENANCE AGREEMENT WITH RESPECT TO ELECTRICAL STRUCTURE LOCATED AT OLD SERRA HIGH SCHOOL SITE THIS LI ENSE AND MAINTENANCE AGREEMENT (the "Agreement") is made this / day of 1997, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY(hereinafter the"Agency"), and the CAPISTRANO UNIFIED SCHOOL DISTRICT (hereinafter the "District"). RECITALS: WHEREAS, Agency and District have mutually agreed to a transfer of land wherein Agency shall convey fee title to that certain parcel as described in Exhibit "A," attached and incorporated by reference; and WHEREAS,District owns a structure containing electrical equipment(approximately 1,800 square feet in size), a portion of which lies within the parcel to be transferred to District, and a portion of which also lies within a second parcel owned by Agency, which is more particularly depicted on the site plan attached as Exhibit "B," attached and incorporated herein by reference (the "Structure"); and WHEREAS, Agency and District desire to enter into this license and maintenance agreement for the purpose of setting forth respective obligations of each party with respect to said Structure; NOW, THEREFORE, be it resolved between Agency and District as follows: 1. Grant of License From Agency to District. Agency hereby grants to District a license for the purpose of allowing District to access, retain, and maintain control and maintenance with regard to that portion of the Structure located on Parcel B, as depicted on Exhibit "B" to this Agreement. District shall provide to Agency reasonable advance notice of access and maintenance activity of District in order to avoid public safety hazards from any City of San Juan Capistrano or Agency recreational activity occurring in or about Parcel B (as depicted on Exhibit "A".) 2. District's Obligations. A. District shall maintain the Structure in a clean and safe condition at all times. B. District shall be solely responsible for the maintenance of the Structure. c:\wpein60\wpdom4vedVice"se.ag -1- 05/28/97 3. Term. This Agreement shall remain in full force and effect until such time as mutually rescinded by the parties to this Agreement. 4. District's Agents. Any contractor or subcontractor performing work in connection with the maintenance of the Structure shall be conclusively deemed to be the servant and agent of District, acting on behalf and within the scope of such contractor's and subcontractor's employment for District. 5. Liability and Insurance. A. Insurance. District or its agent contractors shall carry reasonable levels of general liability insurance coverage in executing any right or obligation under this Agreement. B. Liabili1y. Agency shall indemnify, save, and defend District, its elected and appointed officials, and employees,harmless from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, for damages to property or injuries to or death of any persons arising out of City's performance of its rights or obligations under this Agreement. District shall indemnify, save, and defend Agency, its elected and appointed officials, and employees,harmless from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, for damages to property or injuries to or death of any persons arising out of District's performance of its rights or obligations under this Agreement. 6. Notices. Any notices required to be given under this Agreement shall be sent to: Agency: San Juan Capistrano Community Redevelopment Agency Attn: Executive Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 District: Capistrano Unified School District Attn: Deputy Superintendent, Administration 32972 Calle Perfecto San Juan Capistrano, CA 92675 cAwpain60\wpd=\cusdUim .ag -2- 05/28/97 7. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, Agency and District have caused this Agreement to be executed on the day and year first written above. SAN JUAN CAPISTRANO COMMUNITY RED LOPME AGENCY, a public body co ora and po ' Dated: Sca rough, txe ive Director ATTEST: 4�l— Cheryl Jobn n A gency Secretaryry APPROVED AS TO FORM: John�Shaw�Counsel CAPISTRANO UNIFIED SCHOOL DISTRICT, a p is gency Dated: By: a J A. Fleming, Superintendent ATTEST: District Secretary APPROVED AS TO FORM: PARKER, COVERT & CHIDESTER DouglasN. Yeo Special District Counsel OwpwM\wpdo \cu8Mi�.eg -3- 0512M 5EE 5F/EE7 d0. Z N , M v ' 3 sa9.5�'ss w o »ar iV 0 � ,q O.03 02 E e v " EXHIBIT A W `� � SNEe7 / of 6 S�lEe r5 0 v � N O,PEPA2EO BY' v � , v CCLOEN 7P/N�cY�CE GR"�/O 336"� B// ./irrN/"dl,cbST"eD ttp0) v/STA, evzlf' 97ee3 0 .. S GS 6763 �v A# sd p AND BRUCE G.H". N Z5E V i . 431"E °0�,�, OF CA��`� V V SGd0�05E 80.50. /74B 57G 9' ,!/Bdd'05 H/ R � rev.B. � M CRM/NO DEG 8001! t -- WAV cl�E EZy Go AC. Ta,9 e sco�� 0 4 -- so°o3bz E 25978' R4RCFL 8 s R M s� A SEF 544EE7 MO. 3 a i N Amo •Zp'JDr V vl�QQ C0[ .SL hzF: D AI QL hl �DF+1.pp � v 6 N �'dSPOeL&S % (ObJZ N ' FF A civ yLY7l'd i6 q�=7 `n Irk, H 9y.61S „g19Z,aP°P 0 tion/L'D .oGo itiOI cr�� ?� LLJ ,f/E Cot Ave NLy G/aE PCG SB9'/9 69 E 10.77-99' 3_tb 50`0302E v, - .IUB K/ /078.37' .p c3 3 �s- oe A W N Sy�FT Legal Description:Parcel B That portion of the easterly 60 app of Parcel"L"per map recorded in book 2,page 38 of surveys in the county recorders office of Orange County,Califomia as slaws on Record of Survey No 97-1020,in the city of San Juan Capistrano,County of Orange,State of Califomia,descnbed as follows: _ Beginning at a spike and washer at the southwest pxmr of said easterly 60 acres;thence along the westerly fine of said easterly 60 apes N Odeg.03'02"W 37.45'to a point 40.00'north of the centerline of Camino dal Avion;thence S 88deg.01'05"E 57.09'pualld with said centerline to the TRUE POINT OF BEGINNING; thence N ldeg.59'58"E 17.5!'to the beginning of a curve concave westerly having a radius of 61.75'; thence tordmly 30.28'along said curve through a central angle of 28deg.o5.27"to a ran-tangent line; thence long said line NI6deg.07'2I-W 57.71'to the beginning of a non-tangent curve concave to the east having a radius of 264.75'and to which beginning a radial line bean S63deg.53'58"W;thence norlbedy 120.37'along said curve through a central angle of 26deg.03'00";thence N Odeg.03'02"W 351.00'-paralid to the westerly fine of said easterly 60 aces to the beginning of a curve concave southeasterly having a radius of 264.75';thence northerly and northnsteiy 415.87'along said curve through a central angle of 90deg.00'00"to the beginning of reverse curve concave to the northwest having a radius of 235.25',a radial line through said beginning of reverse curve bean S Odeg.03'02"E thence easterly and northeasterly 288.80'through a central angle of 70deg.20'17";thence N 19deg.36"4I"E 104.91'to the beginning of a - curve concave to the southeast having a radius of 264.75';thence northerly and northeasterly 328.34'along said curve through a central angle of 71deg.03'30";thence S89deg.19'49"E 1077 98'panild with the northerly line of said Parcel"L"to a point which is 33.00'west of the east fine of said Parcel"L";thence SOdeg.03'02'E 29.50'parallel with said east line;thence N89deg.19'49'W 1078,37'parallel with said northerly line to the beginning of a curve concave southeasterly having a radius of 235 25';thence westerly and southwesterly 291.76'along said curve,through a central angle of 71deg03'30"thence S 19deg.36'41"W 104.91'to the beginning of a curve concave northwesterly having a radius of 264.75'; thence southwesterly 49.34'along said cove through a central angle of I0deg.40'36"to the begimning ofa reverse curve concave to the east having a radius of 24.25';thence southerly 34.91'along.said reverse curve through a central angle of 82deg.28'23"to the beginning of a reverse curve concave to the west having a radius of 37.75',a radial fine through said beginning of reverse curve bean N35deg.34'02"E;thence southerly 67 93'along mid reverse curve through a central angle of 97deg.02'03"to the beginning of compound curve concave,northwesterly having a radius of 326 75';thence southwesterly 46.82'along said curve through a central angle of 8deg.12'34';thence S39deg.11'21"E 13.00'to the beginning of a cove concave north and northwesterly having a radius of 339.75', a radial bearing through said beginning of curve bean S39deg-11'21"E;thence southwesterly and westerty 231.06'along said curve through a central angle of 38deg.57'59"to the beginning of a reverse curve concave to the southeast having a radius of 159.75',a radial line through said beginning of reverse curve bears N Odeg.I3'22"W;thence westerly and southwesterly 250.46'through a central angle of 89deg.49'40";thence S Odeg.01'02"E 259.78';thence S89deg.56'58"W 77.00';therce S Odeg.03'02"E 15.45'to the beginning of curve concave easterly having a radius of 494.25';thence southerly 141.53'along said curve through a central angle of 16deg.24'24" to a non-tangent line;thence S24deg.07'10"E 94.15'to a non-tangent curve concave southwesterly having a radius of 112.25',to which point a radial line bearsN63deg.38'25"E;thence southerly 55.37'along said curve through a central angle of 28deg.15'5W to a non-tangent fine;thence Sldeg.59'58'W 17.48'to a line which is 40.00'north of the centedine of Camino del Avion;thence N 88deg.01'05'W 50.50'along said fine to the TRUE POINT OF BEGINNING. Containing 3.43 acres more or less. LAND SU�Fi• Sec Exhibit B attached hereo. J' BRUCE G HALL a all No.4743 �R�P d s-97 F OF CAS\E LICENSE AND MAINTENANCE AGREEMENT WITH RESPECT TO ELECTRICAL STRUCTURE LOCATED AT OLD SERRA HIGH SCHOOL SITE THIS LI ENSE AND MAINTENANCE AGREEMENT (the "Agreement") is made this ( day of Aaq 1 1997, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY(hereinafter the "Agency"), and the CAPISTRANO UNIFIED SCHOOL DISTRICT(hereinafter the "District"). RECITALS: WHEREAS, Agency and District have mutually agreed to a transfer of land wherein Agency shall convey fee title to that certain parcel as described in Exhibit "A," attached and incorporated by reference; and WHEREAS,District owns a structure containing electrical equipment (approximately 1,800 square feet in size), a portion of which lies within the parcel to be transferred to District, and a portion of which also lies within a second parcel owned by Agency, which is more particularly depicted on the site plan attached as Exhibit 'B," attached and incorporated herein by reference(the "Structure"); and WHEREAS, Agency and District desire to enter into this license and maintenance agreement for the purpose of setting forth respective obligations of each party with respect to said Structure; NOW, THEREFORE, be it resolved between Agency and District as follows: 1. Grant of License From Agency to District. Agency hereby grants to District a license for the purpose of allowing DiF*rict to access, retain, and maintain control and maintenance with regard to that portion of the Structure located on Parcel B, as depicted on Exhibit "B" to this Agreement. District shall provide to Agency reasonable advance notice of access and maintenance activity of District in order to avoid public safety hazards from any City of San Juan Capistrano or Agency recreational activity occurring in or about Parcel B (as depicted on Exhibit "A".) 2. District's Obligations. A. District shall maintain the Structure in a clean and safe condition at all times. B. District shall be solely responsible for the maintenance of the Structure. cAwp9m60\wpdo \cusdl1ic .ag -1- 05/29/97 3. Term. This Agreement shall remain in full force and effect until such time as mutually rescinded by the parties to this Agreement. 4. District's Agents. Any contractor or subcontractor performing work in connection with the maintenance of the Structure shall be conclusively deemed to be the servant and agent of District, acting on behalf and within the scope of such contractor's and subcontractor's employment for District. 5. Liability and Insurance. A. Insurance. District or its agent contractors shall carry reasonable levels of general liability insurance coverage in executing any right or obligation under this Agreement. B. Liability. Agency shall indemnify, save, and defend District, its elected and appointed officials, and employees,harmless from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, for damages to property or injuries to or death of any persons arising out of City's performance of its rights or obligations under this Agreement. District shall indemnify, save, and defend Agency, its elected and appointed officials, and employees, harmless from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, for damages to property or injuries to or death of any persons arising out of District's performance of its rights or obligations under this Agreement. 6. Notices. Any notices required to be given under this Agreement shall be sent to: Agency: San Juan Capistrano Community Redevelopment Agency Attn: Executive Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 District: Capistrano Unified School District Attn: Deputy Superintendent, Administration 32972 Calle Perfecto San Juan Capistrano, CA 92675 CAWPOM60\wpdo \Cus"ic .ag -2- 05/28/97 7. Entire Agreement, This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, Agency and District have caused this Agreement to be executed on the day and year first written above. SAN JUAN CAPISTRANO COMMUNITY RED LOPME AGENCY, a public body co ora and po Dated: +O(Sc rough, & the Director ATTEST: _ Cheryl John n, Agency Secretary APPROVED AS TO FORM: John F—Shaw, Agency Counsel CAPISTRANO UNIFIED SCHOOL DISTRICT, a p7cya Dated: By: Ja A. Fleming, Superintendent ATTEST: District Secretary APPROVED AS TO FORM: PARKER, COVERT & CHIDESTER Dougl�� Special District Counsel a\wpamWwpdow%mWic .ag -3- 05/2"7 r�r r II ' ±i I n� 1ft�ft r 1111 I� . (i o. S 17 Rcis v o� • (� • t �: 1 LIU �•s Ir, — �' of �1 I O. �i�,o°� ` '•� ewe '� �� �.� April 4, 1997 10:44 AM From: Bruilall Fax#:714-M-ON Payd*12 Legal Description:Parcel A That portion of the easterly 60 acres of parcel"L"per a map recorded in book 2,page 38 of surveys in the county recorders office of Orange County,California as shown on Record of Survey No. 97-1020, in the city of San Juan Capistrano,County of Orange, State of California,described as follows: Beginning at a 1"iron pipe at the most northwesterly comer of said easterly 60 acres;thence S 69deg.14' 53" E 629.88'along the northerly line of said Parcel"L"to a 2"iron pipe at an angle point in said northerly line: thence S 89deg.19'49"E 194.11' along said northerly line;thence leaving said line S Odeg. 40'l I"W 9.25'to the beginning of a non tangent curve concave to the southeast having a radius of 264.75',to which point a radial line bears N 0deg.40'11"E;thence southwesterly along said curve through a central angle of 71 deg.03'30"an arc distance of 328.34';thence on a tangent lime S 19deg.36'41"W 104.91'to the beginning of a tangent curve concave to the northwest having a radius of 235.25';thence southwesterly along said curve through a central angle of 70deg.20'l 7"an am distance of 288.80'to the beginning of a reverse curve concave to the southeast having a radius of 264.75';thence southwesterly along said reverse curve through a central angle of 90deg.00'00"an aro distance of 415.87'to a radial line of said curve which bears N 89deg.56'58"E; thence on the prolongation of said radial 8.58'to the westerly line of the easterly 60 acres of said Parcel"L"; thence N Odeg.03'02"W 930.68' along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.24 acres more or less. c-e Exhibit"A"attached hereto. EXHIBIT "A" (Page 2 of 3) LEASE OF STONE FIELD This lease of real property known as Stone Field (hereinafter the "Lease") is hereby entered into as of May 19, 1997, by and among the CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency(hereinafter the "Lessor"), and the CITY OF SAN JUAN CAPISTRANO, a public body, corporate and politic(hereinafter the "Lessee"). Recitals A. Lessor currently owns certain real property located in the City of San Juan Capistrano and commonly known as the "Stone Field". The parcel is currently used as a recreation facility. B. Lessee is engaged in the implementation of the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project in the City pursuant to the California Community Redevelopment Law, commencing with Health and Safety Code Section 33000. C. Pursuant to the provisions of said law, Lessee may acquire and dispose of, by lease or otherwise, any interest in real or personal property. NOW, THEREFORE, in consideration of the payments to be made hereunder and the covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE 1. TERM OF LEASE 1.1 Premises. Lessor is currently the owner of that parcel of real property located at 31422 Camino Capistrano, in the City of San Juan Capistrano, legally described in Exhibit "A", incorporated herein by this reference, and referred to hereafter as the 'Premises". Lessor agrees to lease the Premises to Lessee and Lessee agrees to lease the Premises from Lessor upon the terms and conditions expressed herein. 1.2 Reservation. Lessor reserves to itself, its successors, and assigns, together with the right to grant and transfer all or a portion of the same, the non-exclusive right to enter upon the Premises in accordance with any rights of Lessor set forth in this Lease. 1.3 Exceptions to Leasehold Estate. This Lease is made subject to all covenants, conditions, restrictions, reservations, rights, rights-of-way, easements, and all other matters of record or apparent upon a visual inspection of the Premises affecting the Premises or the use thereof on the date this Lease is executed by Lessee. 1.4 Term.The initial term of this Lease shall run for twenty-five(25)years (the"Initial Term"), commencing on May 19, 1997 (the "Commencement Date") and all terms, covenants and conditions of the Lease shall become legally binding on the Commencement Date. 0:4pw 604rodo \curd\"sdam4.y. 05/28/97 1.5 Renewal of Lease.The twenty-five(25)year term of this Lease may be extended for an additional 25 year period providing that Lessor reviews and approves a request for an additional 25-year tern as proposed by Lessee. ARTICLE IL CONSTRUCTION AND OWNERSHIP OF IMPROVEMENTS 2.1 Improvements. As of the Commencement Date,the Premises consists of the following: (a) a dirt soccer field; (b) with: (i) manual irrigation system, with new quick coupling system (installed by City); (ii) City-added backflow system; (iii) City added security wood rail fencir n (north section of field); (iv) two (2) soccer goal posts; (v) backstop cyclone protective fence; (vi) perimeter stone wall (varying 3' to 5' in height) running 1/2 of the field. 2.2 Construction, Alteration, Renovation and Removal of Improvements. All construction,alteration,renovation or removal of improvements on the Premises shall be at the sole expense of Lessee, and shall require the written permission of Lessor prior to commencement of such activities,which permission shall not unreasonably be withheld or delayed. All costs associated with the design, preparation or planning of any improvements on the Premises shall be borne by Lessee. 2.3 Ownership of Improvements and FF&E. All changes, alterations, improvements, and additions to the Premises shall become the property of the Lessor upon expiration of the term of the Lease, or upon termination thereof. All fumiture, fixtures and equipment(collectively, "FF&E") that are made, constructed or placed on or in the Premises by Lessee, and all changes, alterations, improvements and additions to the FF&E shall become the property of Lessee upon expiration of the term of the Lease, or upon termination thereof. ARTICLE HL RENT 3.1 Rent. During the term of this Lease, the value of the rent for Lessee's use of the Premises shall be one-half of the value of interest on the purchase price of the Elementary School 664640007 Parcel purchased by Lessor from Lessee based upon payments due pursuant to Section 4 of the Second Amended and Restated Agreement for Cooperation, dated May 19, 1997. Pursuant to Section 4.3 of that Agreement and consideration received pursuant thereto by Lessor,Lessor and Lessee agree that Lessee shall have no obligation to make rent payments for Lessee's use of the Premises for the term of this Lease. Upon the exercise of the option by Lessee or the assignee or successor in interest of Lessee, as provided herein, the rent due for the use of the Premises for the CAWPWi160kWP&- .Y- -2- 05/28197 option team shall be One(1)Dollar per year, payment of which may be waived by mutual agreement of the parties. ARTICLE IV. USE OF PREMISES AND COMPLIANCE WITH LAW 4.1 Permitted Uses. Lessee shall only use the Premises for park or recreational purposes. Lessee, at Lessee's expense, shall promptly comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction affecting the Premises or the cleanliness, safety, occupancy and use of the same, whether or not any such law, ordinance, order, rule, regulation or requirement is substantial, or foreseen or unforeseen, or ordinary or extraordinary or shall necessitate structural changes of the Premises or interfere with the use and enjoyment of the Premises. If any governmental license or permit shall be required for the proper and lawful operation of the Premises, Lessee shall procure and thereafter maintain such license or permit at its sole cost and expense and shall submit the same for inspection by Lessor. 4.2 Nondiscrimination. Lessee covenants for itself, its heirs, executors, administrators, and assigns,and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, national origin, ancestry, associated with the construction, operation and maintenance of the Premises. ARTICLE V. MAINTENANCE OF THE PREMISES 5.1 Lessee's Obligations for Maintenance. Lessee, at Lessee's expense and without cost to Lessor, shall maintain or cause to be maintained in good order, condition, quality, and repair, the Premises and every part thereof and any and all appurtenances thereto wherever located, and all other repairs, replacements, renewals and restorations, ordinary and extraordinary, foreseen and unforeseen. (a) Lessee's Obligations. If Lessee wishes to make any repairs to the Premises which would result in a change in use of the Premises permitted by this Lease or materially affect the value of the Premises or materially change the external structure or appearance of the Premises, Lessee shall submit to Lessor for its approval documentation which describes the desired repairs, including construction plans, building sections, building materials and components, samples of proposed exterior building materials, and the like, to the extent relevant to the particular repair. Lessor's approval shall be given within a reasonable period of time not to exceed thirty(30)days after receipt by Lessor from Lessee of all necessary documents and information relating to such repairs (which thirty[30] day period does not include the Lessors normal development review requirements) and such approval shall not be unreasonably withheld provided that the proposed repair shall not, in Lessors reasonable judgment, impair or diminish the value or structural integrity of the Premises over the Term of the Lease, or not be in harmony with neighboring properties. Lessor's approval under this paragraph shall not relieve Lessee of the obligation to comply with the planning, design review and building regulations of the City. The thirty(30)day time limit set forth herein applies to Lessee's right of review under this Lease and not to regulatory review. c:\wpWuMXwpda \cusdWU8danw.Ye -3- 03r2sro7 (b) Standard of Maintenance. Lessee shall keep and maintain the Premises in a clean, sanitary and safe condition in accordance with the laws of the State of California and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officials of the governmental agencies having jurisdiction, and Lessee shall comply with all requirements of laws and ordinances affecting the Premises, all at the sole cost and expense of Lessee. At the time of the expiration of the tenancy created herein, the Lessee shall surrender the Premises thereon in good order, condition and repair. (c) Liens Lessee shall keep the Premises, or any part thereof, free from any and all liens arising out of any work performed, materials furnished or obligations incurred by or for Lessee, and agrees to cause to be discharged of record any mechanic's or materialmen's Gen or stop notices within sixty (60) days after the Gen has been filed or within ten (10) days after receipt of written request from Lessor, whichever shall be the sooner. Lessee shall give Lessor at least fifteen (IS)days written not;--prior to commencing or causing to be commenced any work on the Premises so that Lessor shall have reasonable opportunity to file and post notices of non-responsibility for Lessee's work. Lessee shall reimburse Lessor for any and all costs and expenses which may be incurred by Lessor by reason of the filing of liens and/or removal of same, such reimbursement to be made within thirty (30) days after receipt by Lessee from Lessor of a statement setting forth the amount of the costs and expenses. (d) Lessor's Substitute Performance. In the event Lessee fails, refuses or neglects to commence and complete promptly and adequately any of the Premises required repairs or maintenance, to remove any lien, to pay any cost or expense relating to such matters, or to otherwise perform any act or fulfill any obligation required of Lessee pursuant to this Section 5.1, Lessor may,but shall not be required to, make or complete any such repairs, remove such lien, or pay such cost and expense, and Lessee shall reimburse Lessor for all costs and expenses of Lessor thereby incurred within thirty(30) days after receipt by Lessee from Lessor of a statement setting forth the amount of such costs and expenses. If reasonably possible under the circumstances, Lessor shall give Lessee written notice thirty(30) days prior to commencement of any substitute performance. Any failure by Lessor to give such notice, however, shall not prejudice Lessor's rights hereunder or alter Lessee's obligations hereunder. Lessor's rights and remedies pursuant to this subsection (d) shall be in addition to any and all other rights and remedies provided under this Lease or at law. ARTICLE VL INSURANCE AND INDEMNITY 6.1 Lessee's Insurance. Lessee, at no cost and expense to Lessor, shall procure and keep in full force and effect during the Term, insurance policies, self-insurance, or pool insurance for properties, improvements, activities and operations in a minimum amount of$1,000,000 on the Property. In the event that Lessee fails to maintain in full force and effect such insurance policies, self-insurance, or pool insurance, or fails to carry insurance required by law or governmental regulation, Lessor may (but is without obligation to do so) at any time or from time to time, after thirty(30)days'written notice to Lessee, procure such insurance and pay the premiums therefor, in which event Lessee shall repay Lessor all sums so paid by Lessor within fifteen (15) days following �avrpwi,6o�wpaonwma.,ma n a.yeo -4- W29197 Lessor's written demand to Lessee for such payment. 6.2 Covenant to Indemnify and Hold Harmless. Lessor, its governing board, officers, governing board members,agents and employees shall not be deemed to assume any liability for the negligence of Lessee or any of its officers, agents or employees. Lessee agrees to indemnify, defend and hold harmless Lessor, its governing board and each member thereof and every officer, employee and agent from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury,or property damage arising from or connected with the Lessee's use of the Premises, or arising from or connected with the Lessee's maintenance of the Premises in a dangerous condition. 6.3 Waiver of Subrogation. Each party hereto does hereby waive, remise, release and discharge the other party hereto and the governing board, any officer, governing board member, agent,employee or representative of such other party, of and from any liability whatsoever hereafter arising from loss or damage for which insurance containing a waiver of subrogation is carred out by the injured party under such insurance. Lessee shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carver or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. ARTICLE VII. UTILITY CHARGES Lessee shall pay all charges for gas, water, sewer, electricity, telephone and other utility services used on or in the Premises. If any such charges are not paid when due, Lessor may pay the same by giving Lessee fifteen(15)days' prior written notice, and any amount so paid by Lessor shall thereupon become due to Lessor from Lessee as additional Rent. ARTICLE VHL ASSIGNMENT AND SUBLETTING 8.1 Assignment to City of San Juan Capistrano. Lessor and Lessee agree that Lessee shall be permitted to assign this tease, and the rights, obligations, and duties contained herein, to the City of San Juan Capistrano. Said assignment shall have no effect upon the rent obligation of Lessee as provided herein, unless mutually agreed in writing by Lessor, Lessee and City. 8.2 Lessor's Consent Required. Except as provided herein with respect to the assignment to City, Lessee agrees and covenants (which covenants shall be binding upon the successors of Lessee) that Lessee shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Lessee's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Lessee, Lessee's employees or invitees, or sublet the Premises, or any portion thereof, without Lessor's prior written consent, which shall not be unreasonably withheld. No assignment, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise, and no subletting shall be valid or effective without such prior written consent, and at Lessor's election, shall constitute a default. r\wPWi,M\wPaoc kUwF—sa,nw.roo -5- 05ns97 8.3 Lessee Remains Obligated. Unless a Sublease otherwise provides, no subletting or assignment, even with the consent of Lessor, shall relieve Lessee of all of its obligations hereunder. The acceptance by Lessor of any payment due hereunder from any person or entity other than Lessee shall not be construed as a waiver by Lessor of any provision of this Lease or as a consent to any assignment or subletting. Consent by Lessor to an assignment of this Lease or to a subletting of the Premises shall not operate as a waiver or estoppel to the future enforcement by Lessor of its rights pursuant to this Lease. ARTICLE IX. DEFAULT 9.1 Events of Default. The word "default" shall mean and include any one or more of the following events or occurrences: (a) Termination for any reason of the Second Amended and Restated of the Agreement for Cooperation, dated May 19, 1997, or non-performance by Lessor or Lessee of the terms and conditions thereunder, after written notice of not less than thirty(30)days; (b) The failure of Lessee to perform any term, condition, covenant or agreement of this Lease, excluding the payment of Rent, and the continuation of such failure for a period of thirty (30) days after Lessor shall have given Lessee written notice specifying the same, or in the case of a situation in which the default cannot reasonably be cured within thirty(30) days, if Lessee shall not promptly, within thirty(30) days after receipt of such notice, commence to remedy the situation by a means that can reasonably be expected to remedy the situation within a reasonable period of time, and diligently pursue the same to completion; (c) The abandonment by Lessee of the Premises or a substantial portion thereof, (d) Lessee's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or for a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors;(iii)being adjudged a bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law(unless in the case of an involuntary petition, the same is dismissed within thirty(30)days of such filing) or(v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Lessee's assets or of Lessee's interest in this Lease. 9.2 Remedies. (a) Termination. In the event of any default by Lessee, including the expiration of any applicable cure period, Lessor may terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate. (b) Rental Value. In any action for unlawful detainer commenced by Lessor cAwpwin60\wpdo \iud4wdam4.yo -6- 05129/97 a against Lessee by reason of any default hereunder,the reasonable rental value of the Premises for the period of the unlawful detainer shall be deemed to be zero. (c) Cumulative Remedies. Except as may be specifically provided herein, the rights and remedies reserved to Lessor and Lessee herein, including those not specifically described, shall be cumulative and, except as provided by California statutory or decisional law in effect at the time, either Lessor or Lessee may pursue any or all of such rights and remedies at the same time or otherwise. (d) Lessor's Non-Waiver. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of any right or remedy or of any default by Lessee hereunder. (e) Lessor's Reentry. Lessee hereby irrevocably consents to Lessor's peaceable reentry, if Lessor so elects, to the Premises upon the occurrence of any of the events of default specified in Article XI below, including the expiration of any applicable cure period. (f) Lessor's Advances. In the event of any default by Lessee and the expiration of any period expressly provided for herein for Lessee to cure such default after the delivery of notice by Lessor, in addition to the other remedies granted herein to Lessor, Lessor may, but shall not be obligated to do so, and without waiving or releasing Lessee from any obligations of this Lease, make any payment or perform any other act on Lessee's part to be made or performed as provided in this Lease. Any sum expended by Lessor to cure a default by Lessee shall become a charge payable by Lessee to Lessor on demand. 9.3 Default by Lessor. Lessor shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Lessee to Lessor specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for its performance, then Lessor shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 9.4 Legal Expenses and Collection Costs. If either party incurs any expense, including actual costs of collection, reasonable attorneys'fees, expenses of discovery, preparation for litigation, expert witness fees and litigation expenses and costs, in connection with any action or proceeding instituted by either party by reason of any default or alleged default of the other party hereunder, the party prevailing in such action or proceeding shall be entitled to recover its reasonable expenses from the other party. ARTICLE X. HOLDING OVER This Lease shall terminate and become null and void without further notice upon the expiration of the Tenn or the option period if exercised as herein specified, and any holding over by Lessee after such expiration shall not constitute a renewal or extension hereof or give Lessee any c:\wpwuMNwpdo \amdkasdam4.yw -7- 05/28/97 rights under this Lease, except when in writing signed by both parties hereto. ARTICLE XL ACCESS BY LESSOR Lessor and those agents, contractors, servants and employees of Lessor who are identified in writing to Lessee shall have the right, after reasonable notice to Lessee, to enter the Premises during normal business hours(a)to examine the Premises, to perform any obligation of Lessor or to exercise any right or remedy reserved to Lessor in this Lease (b) to exhibit the Premises to prospective purchasers, mortgagees or lessees of Lessor's interest therein; (c) to make such repairs as Lessor may be entitled to make after a default by Lessee under Article IX above, and (d)to take all materials into and upon the Premises that may be required in connection with such repairs, provided that any such entry shall be performed in such a manner that does not unreasonably interfere with Lessee's use of the Premises. If Lessor exercises its rights of entry in compliance with this Article, such entry shall not constitute a constructive or actual eviction of Lessee, in whole or in part. Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Premises. ARTICLE XII. QUIET ENJOYMENT Upon the observance and performance of all of the covenants, terms and conditions on the part of Lessee to be performed hereunder,Lessor covenants and warrants that Lessee may peaceably and quietly hold and enjoy the Premises for the Term. ARTICLE XIII. TAXES Lessee shall be responsible for, and agrees to pay, prior to delinquency, any and all taxes, assessments,installments of taxes,levies, fees and other governmental charges of every kind or nature (hereinafter collectively called "Taxes") in the event such Taxes are levied or assessed by municipal, county, state, federal, or other taxing or assessing authorities or Governmental agencies or entities upon, against, or with respect to the Premises or any portion thereof. ARTICLE XIV. FORCE MAJEURE In the event the performance by either party of any of its obligations hereunder is delayed by reason of the act or neglect of the other party, act of God, stormy or inclement weather, strike, labor dispute, boycott, lockout or other like defensive action by such party, inability to obtain labor or materials, governmental restrictions, riot, insurrection, war, catastrophe, casualty, act of the public enemy, or any other cause, whether similar or dissimilar, beyond the reasonable control of the party from whom such performance is due ("unavoidable delays"), the period for the commencement or completion thereof shall be extended for a period equal to the period during which performance is so delayed. ARTICLE XV. MISCELLANEOUS 15.1 Waiver. The waiver by either Lessor or Lessee of any breach of any term, condition c:\wpwin60\wpaoca4audaeJama.yeo -8- 05/2"7 or covenant contained herein shall not be deemed a waiver of such term, condition or covenant or any subsequent breach of the same or any other term, condition or covenant contained herein. 15.2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either Lessor or Lessee to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective partes at their addresses set forth below: To Lessor: Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, CA 92675 Attention: Deputy Superintendent To Lessee: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: Director of Administrative Services 15.3 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of Lessor and Lessee. 15.4 Time of Essence. Time is hereby expressly declared to be of the essence of this Lease and of each and every term, covenant and condition hereof which relates to a date or period of time. 15.5 Remedies Cumulative. The remedies herein given to Lessor and Lessee shall be cumulative and are given without impairing any other rights or remedies given Lessor and Lessee by statute or law now existing or hereafter enacted, and the exercise of any one(1)remedy by Lessor or Lessee shall not exclude the exercise of any other remedy. 15.6 Effect of Invalidity. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. No acquisition by Lessor of all or any of the interest of Lessee in or to the Premises, and no acquisition by Lessee of all or any interest of Lessor in or to the Premises shall constitute or work a merger of the respective interest, unless expressly provided for. 0Awpwin60\wpdocs1cv�.y- -9- 05/28/97 15.7 Successors and Assigns. This Lease and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of Lessor and to the permitted successors and assigns of Lessee, and all references in this Lease to "Lessee" or"Lessor" shall be deemed to refer to and include a permitted successors and assigns of such party. 15.8 Entire Agreement. This Lease and the Second Amended and Restated Agreement for Cooperation, dated May 19, 1997, and the exhibits incorporated herein, contain the entire agreement of Lessor and Lessee with respect to the matters covered hereby, and no other agreement, statement or promise made by either Lessor or Lessee which is not contained herein, shall be valid or binding. No prior agreement,understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by Lessor and Lessee. 15.9 Warrant of Authority. Each individual executing this Lease on behalf of the entity such individual purports to represent represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said entity and that this Lease is binding upon same in accordance with its terms. 15.10 Controlling Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. 15.11 Specific Performance. Nothing contained in this Lease shall be construed as or shall have the effect of abridging the right of either Lessor or Lessee to obtain specific performance of any and all of the covenants or obligations of the other party under this Lease. 15.12 Survival of Indemnities and Warranties. The obligations of the indemnifying party under each and every indemnification and hold harmless provision contained in this Lease shall survive the expiration or earlier termination of this Lease to and until the last to occur of(a) the last date permitted by law for the bringing of any claim or action with respect to which indemnification may be claimed by the indemnified party against the indemnifying party under such provision or(b) the date on which any claim or action for which indemnification may be claimed under such provision is fully and finally resolved,and,if applicable, any compromise thereof or judgment or award thereon is paid in full by the indemnifying party and the indemnified party is reimbursed by the indemnifying part for any amounts paid by the identified party in compromise thereof or upon judgment or award thereon and in defense of such action or claim, including reasonable attorneys' fees incurred. The representations, warranties, and covenants of the parties contained herein shall survive the termination of this Lease without regard to any investigation made by the parties. c:\wp-r,60\wpdo-\a�.y- -10- 05/2"7 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written. LESSOR: CAPISTRANO UNIFIED SCHOOL DISTRICT, a agency Dated: B � _ ATTEST: es I A. Fleming, Superintendent District Secretary APPROVED AS TO FORM: � Dougl N. Ye an for Parker, Covert& Chidester Special District Counsel LESSEE: CITY A;J_UT N CAPISTRANO Dated: B/� Gorge cgh, City Manager 6)k4 Cheryl John C y Clerk APPROVED AS TO FORM: John 14. Shaw, City Attorney c:�wpwin60�wpdo®�adasdem4.Yeo -1 1- 05128M � t EXHIBIT "A" (Page 1 of 2) Legal Description: Parcel A That portion of Parcel 1,Parcel Map No. 80-853 in the city of San Juan Capistrano,county of Orange,state of California,as per map recorded in book 154,pages 33 and 34 of Parcel Maps in the office of the County Recorder described as follows: Begm nmg at the centerline intersection of Cam w Capistrano and La Zanja Street;thence N 81deg.36'08"E along the centerline of La Zanja Stree 30.49'to the most westerly corner of said Parcel Map and the TRUE POINT OF BEGINNING;thence along the centerline of La Zarga Stmt N 81deg36'08"E 235.68';thence laving said centerline S 23deg.13'26"E 376.27';thence S 70deg42'28"W 234.08'to the westerly line of said Pared Map No. 80-853;thence along the westerly line of said Parcel Map N22deg.47'08"W 385.53'to a an angle paint in said westerly line;thence along said westerly line N1P4eg.44'56"W 35.12'to the TRUE POINT OF BEGINNING. See Exbd)k A LAND BRUCE G. HALL N&4743 7 EXHIBIT "A" (Page 2 o� 10.49' MW AV17 OF AreMAIINIA"O tidi aec zas�, J44ZAW.14 ST 4 A A A ^ w V � W 4 W Z. /2 .HcKe 14iA t, V . 1 30' s7o'sz ZBYv 13x08' G.HAULL GOC 06A l T, WAICzE . A LAdO 9C/.QveyWev 10- 9-ilt9y �t 8i/ 11/7Cr//"ylPv57 .PQ * ' ✓/STA CAc/F 92083 Bo.4793 OF P��� 3•u: `�7 BQU[E ',PZ LS 67Q3 EXHIBIT A REAL PROPERTY PARTITION AGREEMENT THIS REAL PROPERTY PARTITION AGREEMENT (this "Agreement") is entered into this ISt day of 1997, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"), and the CITY OF SAN JUAN CAPISTRANO, a municipal corporation(the "City"). RECITAL The following recitals are a substantive part of this Agreement. A. On or about March 5, 1991, Agency purchased from Kinoshita Properties ("Kinoshita") an approximately 56.45 acre parcel of real property (the "Site") located in the City of San Juan Capistrano and more particularly described in the Site Plan attached hereto as Attachment No. 1 and incorporated herein. B. Concurrent with the Agency's purchase of the Site from Kinoshita, Agency and City entered into an Agreement for Sale of Property which provided, among other things, for the purchase by City from Agency of a four-fifths (4/5) undivided interest in the Site. Agency and City currently hold title to the Site as tenants-in-common, with Agency owning a one-fifth (1/5) undivided interest and City owning a four-fifths (4/5)undivided interest. C. As envisioned by Agency and City at the time they entered into the Agreement for Sale of Property, Agency now desires to sell an approximately seven(7) acre portion of the Site to the Capistrano Unified School District (the "School District") for development and use as an elementary school. D. In order to effectuate the sale of a portion of the Site by the Agency to the School District, Agency and City now desire to partition their undivided interests in the Site as follows: (i) Agency desires to convey to the City its one-fifth(1/5)undivided interest in that approximately forty-nine and twenty-one hundredths (49.21) acre portion of the Site (the "City Parcel"); (ii) City desires to convey to Agency its four-fifths (4/5)undivided interests in that approximately seven and twenty-four hundredths (7.24) acre portion of the Site (the "Agency Parcel"). NOW, THEREFORE, Agency and City hereby agree as follows: I. Partition of the Site. (i) Agency shall convey to the City Agency's one-fifth(1/5) undivided interest in that approximately forty-nine and twenty-one hundredths (49.21) acre portion of the Site (the "City Parcel") more particularly described in the City parcel Legal Description attached hereto as Attachment No. 2 and incorporated herein, and (ii) City shall simultaneously convey to Agency its four-fifths (4/5)undivided interest in that approximately seven and twenty-four hundredths (7.24) acre portion of the Site (the "Agency Parcel") more particularly described in the Agency Parcel Legal Description attached hereto as Attachment No. 3 and incorporated herein. c:\wpwin60\wpdoc Wusd\paRitio.agr -1- 04/10/97 2. Recordation of Grant Deeds. Agency and City shall effectuate the above- described partition of the Site through the simultaneous recordation with the Recorder of Orange County, California appropriate grant deeds. 3. Parcel Values. The parties have obtained and examined an appraisal of the Site and hereby agree, on the basis of such appraisal and of further investigation by each party, that the value of the City Parcel is equivalent to four-fifths (4/5) of the total value of the Site and the value of the Agency Parcel is equivalent to one-fifth (1/5) of the total value of the Site. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY: CITY OF SAN JUAN CAPISTRANO, a California munici al torpor ion By. / / , David M. S erdlin, Mayor ATTEST: By: Cheryl Joh o , City Clerk APPROVED AS TO FORM: By: John R. Shaw, City Attorney AGENCY: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic By: Wyatt�j�artm , Chairan ATTEST: vv Cheryl JohnsA, A ncy Secretary APPROVED AS TO FORM: John R. Shaw, Agency Counsel c:\wpwin60\wpdocs\casd\partitio.agr -2- 04/10/97 POR SEC. // d POR. S.//2, SEC. /2, F. B S., R. B W. i 121 - 19 10 18 w. I ..A V / m •I. 43 Q .o i � :• ASBA AC I� �- IM OEL OB/SPO 1'• �� ELEMENTARY SCHOOL -y S urt•+•a.•t t aA MARCO F FOA51Ew SAC 12.0-0a ` C' JR HIGH SCHOOL Ma`Sq 1 •• H O H 1. (. . > 44 8.5, a- J//is 1^ RS 63 - 9 R. S. 1.6 4. x 4I � SEE O \ I \ 1�- r` Z MARO/NAL MAP /i./1AC 400 'C CAM/NO C N y T rz O � O r� ,t te� 49 •O R v� F of 0 _ . 16 AC v �" 668-01 r >q yQ PM 10-1 0 668 -02 � 0 AYEN/oA � W,. -,Y/NLEr PEOREGAL E AS PER OV/y -EDS 19/589 "- 3) 66a 18 MAP / X200' lI /i 1 RCH /95/ VOTE - ASSESSOR'S BLOCK B ASSESSOR'S MAP O PARCEL NUMBERS BOOK 121 PAGE 19 SHOWN iN CIRCLES COUNTY OF ORANGE '8T •ATTACHMENT "1" (Page 2 o* EXHIBIT "A" DESCRIPTION OF PROPERTY The East 60 acres of all that portion of the hereinafter described land lying Easterly of the center line of McKinley Avenue, as described in the Deed recorded February 17th, 1897 in Book 29, Page 389 of Deeds. Beginning at a stake at the Southeast corner of the Northeast quarter of Section 11, Township 8 South, Range 8 West, San Bernardino Base and Meridian; thence North 69 1/2 deg. West 37. 52 chains to a fence corner; thence South 20 1/2 deg. West 35.26 chains; thence East 38.97 chains to a pipe; thence South 9 links to a pipe in the center of the West end of a lane; thence East 1/2 deg. South 28. 53 chains to a stake in the center of said lane; thence North 20. 82 chains; thence West 20 chains to the point of beginning. Excepting therefrom that portion included within the land described in the Deed to the City of San Juan Capistrano recorded February 17, 1976 in Book 11648, Page 1825 of Official Records. And excepting therefrom any crops growing on the land at the date of recordation of the Deed of the San Juan Capistrano Community Redevelopment Agency. 03/04/91 9388x/2299/37 ATTACHMENT NO. 2 CITY PARCEL LEGAL DESCRIPTION (49.21 ACRES) c:\wpwin60\wpdocsbusd\pa`tiGo.agr -4- 04/10197 Legal Description: PARCEL I The easterly 60 acres of Parcel"L"per a map recorded in book 2,page 38 of surveys in the county recorders office of Orange County,California as shown on Record of Survey No. 97-1020, in the city of San Juan Capistrano, County of Orange, State of California,except the following described parcel: PARCEL A. Beginning at a 1"iron pipe at the most northwesterly comer of said easterly 60 acres;thence S69deg.14'53"E 629.88' along the northerly line of said Parcel"L"to a 2"iron pipe at an angle point in said northerly line;thence S89deg.19'49"E 194.11' along said northerly line;thence leaving said line S Odeg.40'11"W 9.25'to the beginning of a non tangent curve concave to the southeast having a radius of 264.75',to which point a radial line bears N Odeg.40'11"E;thence southwesterly along said curve through a central angle of 71deg.03'30"an are distance of 328.34'; thence on a tangent line S 19deg.36'41"W 104.91'to the beginning of a tangent curve concave to the northwest having a radius of 235.25';thence southwesterly along said curve through a central angle of 70deg.20'17"an arc distance of 288.80'to the beginning of a reverse curve concave to the southeast having a radius of 264.75';thence southwesterly along said reverse curve through a central angle of 90deg.00'00"an arc distance of 415.87'to a radial line of said curve which bears S89deg.56'58'W;thence on the prolongation of said radial 8.59'to the westerly line of the easterly 60 acres of said Parcel "L";thence N Odeg.03'02"W 930.68'along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.25 acres more or less. Also excepting that portion as conveyed to the City of San Juan Capistrano as per deed recorded in Book 11648, Pages 1825 to 1829, of Official Records, County of Orange, Califomia described as follows: PARCEL B. Beginning at the intersection of the westerly right of way line of Alipaz Street, 40.00 feet in width, as described in an Easement Deed to the County of Orange, recorded February 15, 1949 in Book 1801,Page 445 of Official Records of said Orange County,with the northerly right of way line of Camino Del Avion, 40.00 feet in width,as described in an Easement Deed to the County of Orange, recorded September 28,1948 in Book 1704, Page 471 of Official Records of said Orange County;thence N 88deg.01'05'W 64.03' along said northerly right of way line to a point on a non- tangent curve concave westerly and having a radius of 1210.00', a radial line to said point bears S65deg.46'36"E;thence northerly along said curve through a central angle of 8deg.57'23"an arc distance of 189.15'to a point on the said westerly right of way line of Alipaz Street,a radial line to said point bears S74deg.43'59"E;thence S OdegO3'02"E 180.06' along said westerly right of way line to the point of beginning. Containing 0.12 acres more or less. See Exhibit"1"attached hereto. Prepared by: LAND SU9y Golden Triangle Land Surveying Inc. BRUCE GHALL 811 Hitching Post Rd. . �� Vista, Califomia 92083 * e KYR g- ^"i * + 619-631-0104, Jul No. 4743 Bruce G. Hall PLS 4743 s�9��"s�� ` .�l�y L/NE PCL L ,eS 2✓3d �\ GO"e5 PCL 25 2/38 �l1 SO°do'ii"WRQ) �+ q� G-71'bar N R7QCEL A �-3ze.3a• Zo � v a,10 do 3 M 0pp6 q�, tib S'2.e3:gceFs N � 0 989°3L '58 8.58' OV. !f V ,tl/°O6`SSE G.Gb iC4NI/410 PEC 4Kw// 'O96 ;Ov /847.08' ATTACHMENT 3 AGENCY PARCEL LEGAL DESCRIPTION (7.24 ACRES) 0 :\wpwin60\wpdocs\cusd\par itio.agr 'S- 04/10/97 1 n� Parcel A (7 . 24 Acres) Ir 91 I• 00 i i I ~ v -ate � (�- •� 1 {i 11 • I :.DQ�. ' 1.. -• I� � i ■olol 1 �I p - Orme i ee,eo 177 11 V` 82 -I I 3 I I �- Q�I f:h oy l I I 11 - - c April 4,1997 10:44 Atli From: Bra call Fax M 714-840-4380 Pays 2 Legal Description:Parcel A That portion of the easterly 60 acres of Pawl"L"per a map recorded in book 2,page 38 of surveys in the county recorders office of Orange County,California as shown on Record of Survey No. 97-1020, in the city of San Juan Capistrano,County of orange,State of California,described as follows: Beginning at a I"iron pipe at the most northwesterly comer of said easterly 60 acres;thence S 69deg.14' 53" E 629.88'along the northerly line of said Parcel"L"to a 2"iron pipe at an angle point in said northerly line: thence S 89deg.19'49"E 194.11' along said northerly line;thence leaving said line S Odeg. 40'l 1"W 9.25'to the beginning of a non tangent crave concave to the southeast having a radius of 264.75',to which point a radial litre bears N Odeg.40'11"E;thence southwesterly along said curve through a central angle of 71deg.03'30"an arc distance of 328.34';thence on a tangent line S 19deg.36'41"W 104.91'to the beginning of a tangent curve concave to the northwest having a radius of 235.25';thence southwesterly along said cave through a central angle of 70deg.20'1 T'an arc distance of 288.80'to the beginning of a reverse curve concave to the soudicest having a radius of 264.75';thence southwesterly along said reverse save through a central angle of 90deg00'00"an arc distance of 415.87'to a radial line of said curve which bears N 89deg.56'58"E; thence on the prolongation of said radial 8.58' to the westerly line of the easterly 60 acres of said Parcel"L"; thence N Odeg.03'02"W 930.68' along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.24 acres more or less. S-e Exhibit"A"attached hereto. Attachment "1" (Page 2 of 3) W X69 N Cy L A/E iYL L Q i¢S3 „ 25 2/3B V� At, X29 h � Nd9i969i+/ 0 (PAO) a v 4 PARCEL , 3 e �N W: m EXHIBIT A N v O 2-23525 4 L=tddBa 3 O QQE�A.eEO BY' LAND 64COE�/ T/!/4�lGE C/l�OSUQVE iNG Q=R9004o" BRUCE G HAIL ✓1574 GAUP 91083 L=Qis.B7 * EXo 9-5699 a-s-97 I (/019'56 5B E(PAa) No.4743 p � BPvcc F/ACC d s8' C I GENERAL PROVISIONS 1. DEPOSIT OF FUNDS & DISBURSEMENTS Escrow Holder shall deposit all funds received in this escrow in any financial institution insured by a federal agency of the United States Government, including financial institutions affiliated with Escrow Holder's company, in one or more general escrow demand accounts. Unless Escrow Holder is handed a W-9 form and specific investment instructions from the Buyer and Seller, all funds delivered to Escrow Holder pursuant to these instructions will be deposited in a non-interest bearing fiduciary account. All disbursements shall be made by Escrow Holder's check unless otherwise instructed in writing. Escrow Holder is authorized not to close escrow or disburse until collected funds have been confirmed in escrow. 2. GOOD FUNDS LAW The parties understand that ALL funds to close escrow and/or to be released early must be deposited into escrow prior to the date of closing or early release to allow sufficient time for clearance of the funds prior to disbursement. In the event such funds are not in the form of a cashier's, certified or teller check drawn on a financial institution, sufficient time must be allowed for clearance to comply with any "good funds" law which is in effect. (For escrows conducted in California, the "good funds" law is Section 12413.1 of the California Insurance Code.) Funds may be wired directly into First American's depository bank account to avoid waiting for clearance. J. PROBATIONS AND ADJUSTMENTS The expression "close of escrow" used in this escrow means the date on which documents referred to herein are recorded and relates only to prorations and/or adjustments unless otherwise specified. All proration and/or adjustments are to be made on the basis of a 30-day month unless otherwise instructed in writing. 4. RECORDATION OF DOCUMENTS Escrow Holder is authorized to record any documents delivered through this escrow, the recording of which is necessary or proper in the issuance of the requested policy of title insurance. 5. AUTHORIZATION TO FURNISH COPIES Escrow Holder is to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender(s), the real estate broker(s), the attorney(s) and/or the accountant(s) involved in this transaction upon request of the lenders, brokers, attorneys, or accountants. 6. PERSONAL PROPERTY TAXES No examination, UCC Search or insurance as to personal property and/or the amount or payment of personal property taxes is required unless otherwise instructed in writing. 7. RIGHT OF CANCELLATION Any party instructing Escrow Holder to cancel this escrow shalt file notice of cancellation in Escrow Holder's office, in writing. Within a reasonable time, Escrow Holder shall mail, by certified and regular mail, one copy of the notice to each of the other parties at the addresses stated in this escrow. Unless a written objection to cancellation is filed in Escrow Holder's office by a party within ten (10) days after date of mailing, Escrow Holder is authorized at its option to comply with the notice and demand payment of Escrow Holder's cancellation charges as provided in these General Provisions. If a written objection is filed, Escrow Holder is authorized at Escrow Holder's option to hold all the money and documents contained in this escrow and take no further action until otherwise directed, either by the parties' mutual written instructions, or final order of a court of competent jurisdiction. 8. ACTION IN INTERPLEADER The parties hereto expressly agree that Escrow Holder has the absolute right at Escrow Holder's election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights between themselves and Escrow Holder is authorized to deposit all documents and funds held in this escrow with the clerk of the court. In the event such an action is filed, the parties jointly and severally agree to pay Escrow Holder's cancellation charges and costs, expenses and reasonable attorney's fees which Escrow Holder is required to expend or incur in the interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of the action, Escrow Holder shall thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the terms of this escrow. 9. TERMINATION OF AGENCY OBLIGATIONS If there is no action taken on this escrow within six (6) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, Escrow Holder's agency obligation shall terminate at Escrow Holder's option and all documents, monies or other items held by Escrow Holder shall be returned to the parties depositing the same. In the event of termination of this escrow, whether at the request of any of the parties or otherwise, all fees and charges due in connection with this escrow including expenditures incurred and/or authorized shall be paid by the parties hereto. EXHIBIT "B" GP (Rev. 2/97) Page 1 of 3 Page 1 of 3 10. CONFLICTING INSTRUCTIONS 0 9 Should Escrow Holder before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein or affected hereby, Escrow Holder shall have the right to discontinue any or all further acts on Escrow Holder's part until the conflict is resolved to Escrow Holder's satisfaction, and Escrow Holder shall have the further right to commence or defend any action or proceedings for the determination of the conflict as provided in the "Right of Cancellation" and "Action in Interpleader" paragraphs of these General Provisions. 11. USURY Escrow Holder is not to be concerned with any question of usury in any loans or encumbrances involved in the processing of this escrow and Escrow Holder is hereby released of any responsibility and/or liability therefor. 12. INDEMNITY FOR ATTORNEYS FEES AND COSTS In the event suit is brought by any party to this escrow, including the Escrow Holder or any other party, against each other, or others, including the Escrow Holder, claiming any right they may have against each other or against the Escrow Holder, then in that event, with the exception of gross negligence by the Escrow Holder, the parties hereto agree to indemnify and hold the Escrow Holder harmless against any attorney's fees and costs incurred by it. 13. AMENDMENTS TO ESCROW INSTRUCTIONS Any amendment or supplement to these escrow instructions must be in writing. These escrow instructions and any written amendments, supplements or exhibits attached thereto constitute the entire escrow agreement among the Escrow Holder and the parties hereto with respect to the subject matter hereof and supersedes all prior understandings, with respect thereto. 14. PROPERTY TAXES SUBSEQUENT TO CLOSE OF ESCROW Buyer and Seller herein acknowledge that there may be supplemental and/or additional taxes which may be assessed by reason of a change in ownership or completion of construction. This will be reflected in the policy of title insurance issued at the close of escrow. Escrow Holder shall not be concerned with any adjustment(s) of supplemental taxes between the parties for bills received by the parties after the close of escrow. In the event Seller has received Supplemental Tax Bills(s) prior to close of escrow, Seller will provide them to Escrow Holder with an explanation of time periods covered by the tax bill(s) for proration purposes. (In California the applicable provisions are found in California Revenue and Taxation Code Sections 75 and following.) In the event Buyer or Seller has applied, or applies for a reduced assessment, and a refund of taxes is received by First American Title Insurance Company as Agent, Escrow Holder is to retain the funds in one or more of Escrow Holder's general escrow demand accounts until Escrow Holder has received mutual written instructions from the parties directing Escrow Holder as to the property disposition of the tax refund. 15. CHANGE OF OWNERSHIP FORMS Buyer will furnish Escrow Holder with a completed Preliminary Change of Ownership Report which Escrow Holder is instructed to submit at time of recordation pursuant to Section 480.3 of the California Revenue and Taxation Code. In the event this escrow is otherwise ready to close and Buyer has not provided the above report, Escrow Holder is instructed to close this escrow and collect from Buyer for the County Recorder any additional fee required for recordation when a Preliminary Change of Ownership Report does not accompany the documents being recorded. Buyer is aware that if the above report is not submitted at time of recordation as required, a Change of Ownership Statement must be filed by the Buyer directly with the County Assessor not later than 45 days after recordation and failure to do so will result in additional penalties. Buyer acknowledges that Escrow Holder shall have no responsibility and/or liability for the County Recorder's acceptance or rejection of the Preliminary Change of Ownership Report. For escrows involving property in states other than California parties will provide Escrow Holder with applicable documents as may be required by the county recorder or taxing authority to close this transaction. 16. INSURANCE POLICIES OTHER THAN TITLE INSURANCE When dealing with real property and/or improvements located thereon it is advisable to obtain fire, hazard or liability insurance coverage. In all acts in this escrow relating to insurance, including adjustments, if any, Escrow Holder may assume that each policy is in force and that the necessary premium has been paid. Escrow Holder shall not be responsible for obtaining fire, hazard or liability insurance, unless Escrow Holder has received written instruction prior to close of escrow from the parties or their respective lenders. 17. FACSIMILE INSTRUCTIONS In the event the parties utilize "facsimile" transmitted signed documents, Buyer and Seller hereby agree to accept and instruct the Escrow Holder to rely upon such documents as if they had original signatures. Buyer and Seller hereby acknowledge and agree to provide to Escrow Holder, within seventy-two (72) hours of transmission, such documents bearing the original signatures. Buyer and Seller further acknowledge and agree that documents necessary for recording with other than original signatures (i.e., facsimiles) will not be accepted for recording by the County Recorder thereby delaying the close of escrow. 18. EXECUTE IN COUNTERPART These escrow instructions and any subsequent amendments may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. EXHIBIT "B" Page 2 of 3 GP (Rev. 2/97) Page 2 of 3 IF THE TRANSACTION WHICH IS TIOUBJECT OF THIS ESCROW IS A SALE,& PARTIES TO THIS TRANSACTION MAY HAVE CERTAIN TAX REPORTING AND WITHHOLDING OBLIGATIONS PURSUANT TO STATE LAW OR FEDERAL LAW REFERRED TO IN GENERAL PROVISIONS 19-21 BELOW. 19. REPORTING TO THE INTERNAL REVENUE SERVICE The Tax Reform Act of 1986 provides that Escrow Holder must report certain information regarding certain real estate transactions to the Internal Revenue Service. This information includes, among other things, the Seller's social security number and/or tax identification number and forwarding address, and the gross sales price of the transaction. This is not a requirement generated by Escrow Holder, but rather a means of complying with the tax law. This information must be provided to First American Title Insurance Company upon the opening of escrow and neither can escrow be closed, nor can a deed or any other documents be recorded until the information is provided and the Seller certifies the accuracy of the information in writing. By execution of these escrow instructions, the parties acknowledge receipt of this notice. 20. TAX REPORTING AND WITHHOLDING OBLIGATIONS OF THE PARTIES CALIFORNIA LAW: In accordance with Sections 18662 and 18668 of the California Revenue and Taxation Code, a Buyer may be required to withhold an amount equal to three and one-third (3-1/3) percent of the sales price, in the case of a disposition of California real property interest by either: (t) A Seller who is an individual with a last known street address outside of California or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the Seller; OR (2) A corporate Seller which has no permanent place of business in California. For failure to withhold, the Buyer may become subject to a penalty in an amount equal to the greater of ten(10) percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included in the California statutes referenced herein, no Buyer will be required to withhold any amount or be subject to penalty for failure to withhold if: (a) The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000); OR (b) The Seller executes a written certificate, under the penalty of perjury, certifying that the Seller is a resident of California, or if a corporation, has a permanent place of business in California; OR (c) The Seller, who is an individual, executes a written certificate, under the penalty of perjury, that the California real property being conveyed is the Seller's principal residence (as defined in Section 1034 of the Internal Revenue Code). The Seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced herein include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. The Seller may request a reduction in withholding or waiver and the Buyer and Seller may obtain additional information by contacting the Franchise Tax Board, Withhold at Source Unit, P.O. Box 651, Sacramento, CA 95812-0651 (916/8454900). LAW OF STATES OTHER THAN CALIFORNIA If the parties are required to withhold by the law of a state other than California, the parties understand that the withholding obligation is the exclusive obligation of the parties to this transaction and that Escrow Holder is not obligated to withhold or notify the parties of any withholding obligation they may have. FEDERAL LAW: Internal Revenue Code Section 1445 places special requirements for tax reporting and withholding on the parties to a real estate transaction where the Seller (Transferor) is a non-resident alien, a non-domestic corporation or partnership, a domestic corporation or partnership controlled by non-residents or non-resident corporations or partnerships. With respect to California law, the laws of states other than California and federal law referred to above, the parties to this transaction should seek an attorney's, accountant's, or other tax specialist's opinion concerning the effect of these laws on this transaction. The parties to this transaction should NOT act on or rely on any statements made or omitted by the escrow officer, title officer, or other closing officer with respect to tax reporting or withholding requirements. By execution of these escrow instructions, the parties acknowledge receipt of this notice. 21. DISCLOSURE OF TAXPAYER IDENTIFICATION NUMBERS Internal Revenue Code Section 6109(h) imposes requirements for furnishing, disclosing, and including taxpayer identification numbers in tax returns on the parties to a residential real estate transaction involving seller-provided financing. The parties understand that the disclosure reporting requirements are exclusive obligations between the parties to this transaction and that Escrow Holder is not obligated to transmit the taxpayer identification numbers to the Internal Revenue Service or to the parties. Escrow Holder is not rendering an opinion concerning the effect of this law on this transaction, and the parties are not acting on any statements made or omitted by the escrow or closing officer. By execution of these escrow instructions, the parties acknowledge receipt of this notice. To facilitate compliance with this law, the parties to this escrow hereby authorize Escrow Holder to release any party's taxpayer identification numbers to any requesting party who is a party to this transaction. The requesting party shall deliver a written request to escrow. The parties hereto waive all rights of confidentiality regarding their respective taxpayer identification numbers and agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and/or awarded in connection with the release of taxpayer identification numbers. PURSUANT TO CIVIL CODE SECTION 1057.7, FIRST AMERICAN TITLE INSURANCE COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY NO. 2787 ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. EXHIBIT "B" GP (Rev. 2/97) Page 3 of 3 Page 3 of 3 PROMISSORY NOTE San Juan Capistrano, California Date: May 19, 1997 FOR VALUE RECEIVED, the Capistrano Unified School District (hereinafter referred to as the"District"), of 32972 Calle Perfecto, San Juan Capistrano, California, promises to pay to the order of the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic created and existing under the laws of the State of California, its successors and assigns (hereinafter referred to as the"Agency"), the total sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) in annual installments upon the following terms and conditions: I. Total Sum. District shall pay to Agency the total sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the purchase of that certain real property, more particularly described as "Elementary School 664640007 Parcel" (the "Parcel") located in the City of San Juan Capistrano, pursuant to the terms of the Second Amended and Restated Agreement for Cooperation between Agency and District, dated May 19, 1997, (hereinafter the "Agreement"). 2. Credit Applied Against Total Purchase Price. The above-stated purchase price set forth in paragraph 1 shall be subject to a credit from the Agency in favor of the District. The credit shall be calculated to equal an amount of money using the same per-acre value established for the Parcel under the terms of the Agreement multiplied by a factor of two and one half(2 and 1/2). 3. Commencement of First Installment Payment and Treatment of Future Installments. The first installment payment shall commence upon the eleventh anniversary of the date that the Agency first makes a tax increment payment to District pursuant to the increment sharing agreement between the parties, and shall thereafter continue on an annual basis until the total amount owing under this note is fully paid. 4. Source of Funds to Repay Note. This note shall be repaid from tax increment funds deriving from the Agency's project area created under Ordinance No. 488 as described in section 5 of the Agreement. Pursuant to said Agreement, the Agency shall create and maintain a"School Facilities Fund" from which tax increment funds shall be utilized to repay the note consistent with the provisions of the Agreement. 5. No Interest. There shall be no interest owing on the total amount owed by District to Agency. cAwpwiMo\wpd=\cus&& sda 4.yw 05/29/97 6. Incorporation by Reference. The terms of the Second Amended and Restated Agreement for Cooperation are hereby incorporated by reference. On default,the Agency may exercise any of the remedies granted by this Agreement. 7. Modification of Terms. Agency may, with or without notice to maker, cause additional parties to be added hereto, or release any party hereto, or revise, extend, or renew the note, or extend the time for making any installment provided for herein, or accept any installment in advance, all without affecting the liability of the District. 8. Attorney's Fees. If suit is commenced on the note, the prevailing party shall pay attorney's fees and costs to the other party. 9. Completion of Note. District hereby acknowledges and agrees to date this note as of the day when the loan is made and to complete this note in any other particulars according to the terms of the loan. CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency sy: J s A. Fleming, Superintendent APPROVED AS TO FORM: Douglas N. Ye an for Parker, Covert& Chidester Special District Counsel APPROVED AS TO FORM: John R Shaw, Agency Counsel c:lwpwin60\wpdoa4usMc% 4.yw -2- 03/28/97 $9,500,000 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY NON-NEGOTIABLE NOTE CERTIFICATE OF CAPISTRANO UNIFIED SCHOOL DISTRICT The undersigned, on behalf of the Capistrano Unified School District (the "District"), hereby certifies the following with respect to the above-captioned note (the "Note"). 1. The District is purchasing that certain parcel of land (the 'Parcel')pursuant to and as described in the Purchase and Sale Agreement and Escrow Instructions, dated as of May 19, 1997, between the District as purchaser and the San Juan Capistrano Community Redevelopment Agency (the "Agency") as seller. 2. The District understands that the Parcel was financed by proceeds of the Note; and 3. Absent an opinion of nationally recognized bond counsel acceptable to the Agency that the exclusion from gross income of interest on the Note will not be adversely affected for federal income tax purposes, the District will not permit the Parcel to be utilized by a person or entity(other than a state or local governmental unit) in a trade or business on a basis different from the general public (e.g., pursuant to a lease, operating or management agreement, or by ownership). All use restrictions set forth herein with respect to this subject $9.5 million Note shall automatically terminate upon payment in full of the Note. The undersigned understands that this certificate will be relied upon by Stradling, Yocca, Carlson & Rauth, bond counsel, in rendering certain tax advice to the Agency with respect to the Note. Dated: May 19, 1997 CAPISTRANO UNIFIED SCHOOL DISTRICT By: JaYnes A. Fleming, Superintendent cAwpwm60\wpdo \cusdkwsdem4.yw 05/28/97 .^-- Or&--r No. Escrow No. 97(p2_55(nM Loan Nb. ,a WHEN RECORDED MAIL TO: CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADELANTO 149 SAN JUAN CAPISTRANO, CA 92675 ATTN: JOHN SHAW, CITY ATTORNEY �9 97-L s � - C17337ati - E6 DOCUMENTARY TRANSFER TAX$. SPACE ABOVE THIS LINE FOR RECORDER'S USE ...... Computed on the consideration or value of property conveyed;OR ...... Computed on the consideration or value less liens or encumbrances UNDERSIGNED GRANTOR remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name GRANT DEED rftotflceIsexempt trm01101 tees under GovverrunetR Code f 014. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, to Tax Due Per ODde II= CAPISTRANO UNIFIED SCHOOL DISTRICT , FORMERLY KNOWN AS CAPISTRANO UNION HIGH SCHOOL DISTRICT OF ORANGE COUNTY hereby GRANT(S) to CITY OF SAN JUAN CAPISTRANO, A PUBLIC BODY CORPORATE AND POLITIC the real property in the City of SAN JUAN CAPISTRANO County of ORANGE State of California, described as PARCEL 2 OF PARCEL MAP NO. 80-853, AS SHOWN ON A MAP FILED IN BOOK 154, PAGES 33 AND 34 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. Dated August 29, 1997 CAPISTRANO UNIFIED SCHOOL DISTRICT STATE OF CALIFORNIA }ss. BY: COUNTY OF OF ORANGE } ASSISTANT SUPERINTENDENT On August 29, 1997 before me, BY: personally appeared DAVID A. DOOMEY *formerly known as Capistrano Union High School District of Orange County personally known to me ( dory evidence)to be the person(Xwhose name(jdis/are's`ubscribed to the within instrument and acknowledged to me that he/s161tr) y executed the same gr►et L. Cannon in his/n*�r authorized capacity(14), and that by hls/hldill�r signa- tureW on the instrument the person(gor the entity upon behalf of which Comm. ;1006781 the perspnfoacted,executed the instrument. NOTARY PUNIC CAL ORANOE COUNTY WITNESSm Iia} 'ando tial eeaI comm,EnOnr Oa.3.fM7 • Signature 7 (� (This area for official notarial seal) MAIL TAX STATEMENTS TO- v CN 7 ,002 (,94) The undersigned Grantee accepts title subject to the conditions and covenants hereinabove set forth. CITY OF SAN JUAN CAPISTRANO, a Ca ifo nicipal c oration B rA TEST: Geo a rbo gh, ity Manager A TEST: Cheryl Jo n ity Clerk APPR 'ED AS TO FORDO: Jo R. Shaw, ity Attorney Order No. q� �S- I . Escrow No. 976255611 Loan No.' WHEN RECORDED MAIL TO: CAPISTRANO UNIFIED SCHOOL DIST. 32972 CALLE PERFECTO ; iiryyy SAN ,YUAN CAPISTRANO, CA 92675 ATTN: DAVID DOOMEY -G=,rrent No. 99 55302fL(p =4st Arr scar, Title !fls.r, DOCUMENTARY TRANSFER TAX$..r. NONEX 'YY1 SPADE ABOVE THIS LINE FOR RECORDER'S USE .......... ...... Computed on the consideration or value of property conveyed;OR ......Computed on the consideration or value less liens or encumbrances remaining at time of sale. signature of DeUarant or Agent determining tax—Firm Name G RANT DEED mis ani Is exempt from ffWQ fee:ur.ear Ovverromm Code j 8103 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, NO Tax DiUe Per code II= SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATE AND POLITIC hereby GRANT(S) to CAPISTRANO UNIFIED SCHOOL DISTRICT the real property in the City of SAN JUAN CAPISTRANO County of ORANGE State of California, described as LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF BY THIS REFERENCE Dated October 22, 1997 SAN JUA&CAPISTRAN04COMWKTY } AGENCY STATE OF CALIFORNIA }ss. BY: (Qaa COUNT1?F Orange } City 0YY Smr�trarr �apistzarro Georgie o gh, Exec Director On QC,t nh ar 99 1... before me, BY: Cheryl Johnson, City Clerk personally appeared - - George Scarborough - - personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/we subscribed to the within instrument and acknowledged to me that he/sheRhey executed the same in his/her/their authorized capacity(ies), and that by his/her/their Signa- , ture(s)on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my h and offici'a�lpse Signature (,(�� i/ (This area for official notarial sea) MAIL TAX STATEMENTS TO 1— 1002 (1/94) • ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA.COUNTY OF ORANGE, CITY OF SAN JUAN CAPISTRANO, DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL 1, PARCEL MAP NO. 80-853, AS PER MAP RECORDED IN BOOK 154, PAGES 33 AND 34 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID PARCEL MAP, SAID CORNER BEING ON THE CENTERLINE OF LA ZANJA STREET, AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHEASTERLY BOUNDARY OF SAID PARCEL MAP SOUTH 220 28' 11" EAST 30.83' TO THF TRuv POINT OF BEGINNING; THENCE ALONG SAID NORTHEASTERLY BOUNDARY SOUTH 22"//1 t' EAST 594.29'; THENCE LEAVING SAID LINE SOUTH 70° 34' 33" WEST 335.77' TO A POINT ON A LINE WHICH IS 36.00' MEASURED AT RIGHT ANGLES NORTHEASTERLY FROM THE CENTERLINE OF CAMINO CAPISTRANO AS SHOWN ON SAID PARCEL MAP; THENCE ALONG SAID LINE NORTH 190 25' 22" WEST 234.15'; THENCE CONTINUING ALONG SAID LINE NORTH 23° 31' 22" WEST 401.69' TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 15.00'; THENCE NORTHERLY AND EASTERLY 27.33' THROUGH A CENTRAL ANGLE OF 1040 22' 571, TO A POINT ON A LINE WHICH IS 30.00' MEASURED AT RIGHT ANGLES SOUTHEASTERLY FROM THE CENTERLINE OF SAID LA ZANJA STREET; THENCE ALONG SAID LINE NORTH 80° 51' 35" EAST 320.38' TO 1t{E TRUE POINT OF BEGINNING. k-/L& Sl loot Dief.r;c-f. i Excellence in Education 3�x " 32972 Calle Perfecto, San Juan Capistrano, California 92675 Telephone (714) 489-7000/FAX 240-6241 CAPISTRANO �w.rm.a..ee.oe..wer County Recorder County of Orange BOARD OF TRUSTEES 630 North Broadway Santa Ana, California 92701 PETER J. ESPINOSA,Ed.D. President Subject: Certificate of Acceptance CRYSTAL KOCHENDORFER Vice President Dear Sir or Madam: - PAUL B.HASEMAN Clerk This is to certify that the interest in real property conveyed by the Grant SHEILA J.BENECKE Deed dated October 22, 1997 from the San Juan Capistrano Community Member Redevelopment Agency, a Public body, Corporate and Politic, to the DORSEY BRAUSE,Ph.D. Capistrano Unified School District is hereby accepted by order of the Board Member of Education for the Capistrano Unified School District on May 19, 1997, MM.DRAPER Memberember and the grantee consents to recordation thereof by its duly authorized officer. MILDRED DALEY PAGELOW, Ph.O. Member SUPERINTENDENT Dated: October 23, 1997 JAMES A.FLEMING,D.P.A. DIVISION OF ADMINISTRATION TERRI E.LUNINE,J.D. David A. Doomey Deputy Superintendent Assistant Superintendent CARLEEN WING CHANDLER Facilities Planning Associate Superintendent Business/Fiscal Services DA`iiEL J.CRAWFORD Assistant Superintendent Operational Services DAVID DOOMEY Assistant Superintendent Fac:hties Planning WILMA J.HARVEY Executive Director Personnel Services Serwng the Southern Caldornia communities of Ahs.Vielo•Com he Ca,.-Can,Point-Laguna Niguel•Mission V.a;o•�an.h.Santa Margar m•San Clemente•San Juan C.,putrano w�a�siw muIli aotwm Order No. • n-Ic0556M C.71`I 1.M �Y17. l I V Lcan No. .1 . ... .. .,i..! A! WHEN RECORDED MAIL TO: CAPISTRANO UNIFIED SCHOOL DISTRICT _ 32972 CALLE PERFECTO U 1.0/Jrl SAN JUAN CAPISTRANO, CA 92675 ATTN: TERRI LUNINE Jccument No./q?7 o a C133-7 05- LB =4s; American Title Insurance C- DOCUMENTARY TRANSFER TAX$... ..........QXQ.N1.�.. _.............. SPACE ABOVE THIS LINE FOR RECORDER'S USE ...... Computed on the consideration or value of property conveyed; OR ...... Computed on the consideration or value less liens or encumbrances UNDERSIGNED GRANTOR remaining at time of sale. Signature of Declarant or Agent determining tax—Firm Name GRANT DEED This ontm to exempt troth fat-srt9 fees unc'ee Govemimil Code§61C FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, No Tax Due Per code 11822 CITY SAN JUAN CAPISTRANOCOMMUNITY REDEVELOPMENT AGENCY , A PUBLIC BOD'{ Curtpop ATe Arut POLITIC hereby GRANT(S) to CAPISTRANO UNIFIED SCHOOL DISTRICT the real property in the City of SAN JUAN CAPISTRANO County of ORANGE State of California, described as LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF BY THIS REFERENCE. CITY Dated September 2, 1997 SAN A4N CAP*TRANO/COMMUNITY REDEVELOPMENT } AGE 1 A Pu D4 COPPOAATC Alan Pol1t1c STATE OF CALIFORNIA }ss. fi►�44 COUNTY OF Orange } ge __ OU &ty of San Juan Capistrano 9 13 49 7 before me, City M nager Cheryl Johnson, City Clerk personally appeared -- George Scarborough -- personally known to me erriCease)to be the person(a)whose name(et is/arasubscnbed to the within instrument and acknowledged to me that he/sheitMey executed the same in his/he"trry authorized capacity(ies), and that by his/heMlieir signa iure(a) on the instrument the person(seor the entity upon be'nall of wh ch the person(s) acted, executed the Instrument. WITNESS m> da and offlaaI I Signature /Z'dr ;Thi;.yea`)r oH.aal notaca.seal) MAIL TAX STATEMENTS TO: 1002 I1 9at Legal Description: Parcel A That portion of the easterly 60 acres of Parcel"L per a map recorded in book 2. page 38 of surveys in the county recorders office of Orange County, California, in the city of San Juan Capistrano. County of Orange, State of California, described as follows: Beginning at a l" iron pipe at the most northwesterly corner of said easterly 60 acres; thence S 69deg.14' 53" E 629.88' along the northerly line of said Parcel "L" to a 2" iron pipe at an angle point in said northerly line: thence S 89deg.19'49" E 194.11' along said northerly line',thence leaving said line S Odeg. 40'11" W 9.25' to the beginning of a non tangent curve concave to the southeast having a radius of 264.75', to which point a radial line bears N Odeg.40'11" E; thence southwesterly along said curve through a central angle of 71deg.03'30"an arc distance of 328.34'; thence on a tangent line S 19deg.36'41" W 104.91' to the beginning of a tangent curve concave to the northwest having a radius of 235.25'; thence southwesterly along said curve through a central angle of 70deg.20'17"an arc distance of 288.80' to the beginning of a reverse curve concave to the southeast having a radius of 264.75'; thence southwesterly along said reverse curve through a central angle of 90deg.00'00" an arc distance of 415.87' to a radial line of said curve which bears S89deg.56'58"W;thence on the prolongation of said radial 8.58' to the westerly line of the easterly 60 acres of said Parcel"L'% thence N Odeg.03'02"W 930.68' along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.24 acres more or less. See Exhibit"A" attached hereto. LAND SUS V BRUCE G. HALLGF`v /J \\J�l No. 4743 \F OF C MYV, b q V ,NJ Q � v h � RIV9 Old, Sz�42Y 09 -?/Y/7 (?M f0r �— FEED D4a ,-ek wltsr�o • FuiSTA1FH�;Aw 71TtE W81�IIC�' • order No. Escrow No. 9762556M :? <ECQgnFD ON WHEN RECORDED MAIL TO: T 3 ff4q City of San Juan Capistrano Attn City Clerk Ju wnent No.��SS3a_/ 32400 Paseo Adelanto wit Amencar, Title Insurance Co. San Juan Capistrano, CA 92675 Q73 3705 -LQ DOCUMENTARY TRANSFER TAX$ E.Xf V r 1 f "� SPACE ABOVE THIS LINE FOR RECORDER'S USE .....Computed on the consideration or value of property conveyed; OR .....Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax-Firm Name QUITCLAIM DEED 'I1fsoffice Isexempt tmmf9fng fees under Government Code f 6103. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, No Tax Due Pef CKb 11@n CITY OF SAN JUAN CAPISTRANO, A PUBLIC BODY, CORPORATE AND POLITIC, does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to SAN JUAN CAPISTRANO CITY COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORATE AND POLITIC the real property in the City of San Juan Capistrano, County of Orange, State of California, described as /^� LEGAL DQESSCRIPTION ATTACHED HERETO AND MADE A PART HEREOF Dated A IQ, CITY OF SAN JUAN CAPISTRANO, A PUBLIC BODY, CORPORATE AND POLITIC By: David Nl' Swerdlin, Mayor MAIL TAX STATEMENTS AS DIRECTED TO: PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 118 1) On before me, Cheryl Johnson City Clerk, personally appeared - - - - David M. Swerdlin - - - personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) WITNESS my hand and official seal. City Clerk _. OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Quitclaim Deed - Sports Park Open Space Mayor Parcel to Agency Title Title or Type of Document Signer is Representing Three City of San Juan Capistrano Number of Pages Aar-( I l51 1991 ' Date of Document None Signer(s)Other Than Named Above CITY OF SAN JUAN CAPISTRANO Office of the City Clerk 32400 Paseo Adelanto San Juan Capistrano, California 92675 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the attached instrument was duly approved by the City Council of the City of San Juan Capistrano at a Regular Meeting held on April 15, 1997. (SEAL) Cheryl Johns,o , City Clerk San Juan Capistrano, California DATED: This 27th day of May, 1997 Legal Description: Parcel A That portion of the easterly 60 acres of Parcel"L"per a map recorded in book 2,page 38 of surveys in the county recorders office of Orange County, California,in the city of San Juan Capistrano, County of Orange, State of California, described as follows: Beginning at a 1"iron pipe at the most northwesterly corner of said easterly 60 acres; thence S 69deg.14' 53"E 629.88' along the northerly line of said Parcel"L"to a 2" iron pipe at an angle point in said northerly line: thence S 89deg.19'49"E 194.11'along said northerly line;thence leaving said line S Odeg. 40'11" W 9.25' to the beginning of a non tangent curve concave to the southeast having a radius of 264.75', to which point a radial line bears N Odeg.40'11"E;thence southwesterly along said curve through a central angle of 71deg.03'30"an arc distance of 328.34';thence on a tangent tine S 19deg.36'41" W 104.91' to the beginning of a tangent curve concave to the northwest having a radius of 235.25';thence southwesterly along said curve through a central angle of 70deg.20'1 T'an arc distance of 288.80' to the beginning of a reverse curve concave to the southeast having a radius of 264.75';thence southwesterly along said reverse curve through a central angle of 90deg.00'00"an arc distance of 415.87' to a radial line of said curve which bears S89deg.56'58"W;thence on the prolongation of said radial 8.58' to the westerly line of the easterly 60 acres of said Parcel"L"; thence N Odeg.03'02"W 930.68' along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.24 acres more or less. See Exhibit"A"attached hereto. O to ND SU BRUCE G. HAL�G`��o� t'* 64P -9-9217 Na. 4743 V Ly L///E PCL Q X69 istS3 ,. ,PS 238 �p R 25' l �j I)Q PARCEL A 3 8¢'. V � � N EXHIBIT W zm 0 4=7o°20 i7" OREPA�EO PY' LAND GOCOE�/ 71eWMC7,G6 G4//O riUQI/E1'/*!6 8// //iTLFI//l(7 POST �ZD. d=90oo00BRUCE G. HALL V/504 L.461/1r- 92oB3 G=�/s.87' Exo 9-54L99 1t No. 4743 77 I SB9°56 58W�,e4o) lF OF CA���� 8/lUcc r f1Ac� B.s8' L5 ¢7a3 w RECOWWM HtUUESWD . - FlRBTAI�ERICl1MTfTlE Order No. Escrow No. 9762556M NA I r u WHEN RECORDED MAIL TO: City of San Juan Capistrano y7 AttnCity Clerk 3240 M9�06S3o2,,t$ 32400 Paseo Adelanto San Juan Capistrano, CA 92675 insurance Co. 9'73370C - DOCUMENTARY TRANSFER TAX$ Q.Xe m p+- SPACE ABOVE THIS LINE FOR RECORDER'S USE .....Computed on rhe consideration or value of property conveyed; OR .....Computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax-Firm Name QUITCLAIM DEED Vito, mirex "tomMV tees under Oovemmerd Code 1810& FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, No Tal(Due Per Code I ISM SAN JUAN CAPISTRANO CITY COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORATE AND POLITIC does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to CITY OF SAN JUAN CAPISTRANO, A PUBLIC BODY, CORPORATE AND POLITIC, the real property in the City of San Juan Capistrano, County of Orange, State of California, described as /� LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF Dated AO r r i t 5 / u SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATE AND POLITIC By: Wya art, Chairman MAIL TAX STATEMENTS AS DIRECTED TO: CITY OF SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Office of the Agency Secretary 32400 Paseo Adelanto San Juan Capistrano, California 92675 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, Secretary of the San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano, California, DO HEREBY CERTIFY that the attached instrument was duly approved by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency at a Regular Meeting held on April 15, 1997. (SEAL) �l Cheryl Joh on, gecretary Community Redevelopment Agency San Juan Capistrano, California DATED: This 27th day of May, 1997 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't IC,ode 40814 & Civil Cnode 118 1) On /'{u Alq X 99/ before me, Cheryl Johnson City Clerk, personally appeared Wyatt Hart - - - persmally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) WITNESS my hand and official seal. City Clerk OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Quitclaim Deed - Sports Park Open Space Chairman Parcel to City Title Title or Type of Document Signer is Representing Four San Juan Capistrano Community Number of Pages Redevelopment Agency 14o2rd 1 -5, /99�? Date of Document None Signer(s)Other Than Named Above w Legal Description: PARCEL 1 The easterly 60 acres of Parcel "L"per a map recorded in book 2,page 38 of surveys in the county recorders office of Orange County, California, in the city of San Juan Capistrano, County of Orange, State of California, except the following described parcel: Beginning at a 1"iron pipe at the most northwesterly comer of said easterly 60 acres;thence S69deg.14'53"E 629.88' along the northerly line of said Parcel "L"to a 2"iron pipe at an angle point in said northerly line;thence S89deg.19'49"E 194.11' along said northerly line;thence leaving said line S Odeg.40'11"W 9.25'to the beginning of a non tangent curve concave to the southeast having a radius of 264.75',to which point a radial line bears N Odeg.40'11"E;thence southwesterly along said curve through a central angle of 71deg.03'30"an arc distance of 328.34'; thence on a tangent line S 19deg.36'41"W 104.91'to the beginning of a tangent curve concave to the northwest having a radius of 235.25';thence southwesterly along said curve through a central angle of 70deg.20'17"an arc distance of 288.80'to the beginning of a reverse curve concave to the southeast having a radius of 264.75';thence southwesterly along said reverse curve through a central angle of 90deg.00'00"an arc distance of 415.87'to a radial line of said curve which bears S89deg.56'58"W;thence on the prolongation of said radial 8.58'to the westerly line of the easterly 60 acres of said Parcel "L';thence N Odeg.03'02'W 930.68' along the westerly line of said easterly 60 acres to the point of beginning. Containing 7.25 acres more or less. Also excepting that p.,rtion as conveyed to the City of San Juan Capistrano as per deed recorded in Book 11648,Pages 1825 to 1829, of Official Records, County of Orange, California. See Exhibit"1"attached hereto. LAND s�9 Prepared by, lF` Golden Triangle Land Surveying Inc. r BRUCE G. HALL O 811 Hitching Post Road Vista,Ca. 92083 * 760-631-0104 tP- No. 4743 qTF OF CN Bruce G. Hall PLS 4743 a ,�l6t/Cde E CY dd S89/9 69 E /304.96 J'PEI�lfO 6Y,' r94.//` ///o. 87' GAcOE� /A (o.¢c QFS PGL `i" [q✓p /,?�fY/,d� !A/C BS 2/38sp°oto/r"!+/YR) ,uEcoe ac B� �!/7if/Fi �°D57 QD Q-7/993`30" 925" L"2S 1/38 �rf7.4 !/0 9roe3 [-3Z95Q' 7.ZS-,yCCESj R�� f' ¢zd•4? S/9°36¢/'w #,,eemer G.A�l4GL /%l9, <: w ZEa' tis EYy G/�E G` Z�iti; Pct z "es Z/se LAND BRUCE G. HALL 3 M m �qO U�y�1 s2.65iOoee5 * EYP 9-30.99 h d} No. 4743 �Q 8. N� In a c-i = 5o°o3oz E /60.®6' � 33' [•Z' .Vdd°O/O'SK/ /°Q0,3' , O./Z="e.5AClOe--\ ,i/BB°53D7`'W 27.9/ sty z1we aL "C" V/0� Mu2S Z,/�8 /70Q ¢7/. soEF OQ ido/�[a5 ,ctr 06 55 E 6.LYJ �C,4M/•d0 OEC A�/oiY 25 zim RESOLUTION NO. CRA 97-4-15-1 DISPOSITION OF TWO AGENCY-OWNED SCHOOL SITES A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, MAKING HEALTH AND SAFETY CODE SECTION 33433 FINDINGS REGARDING THE DISPOSITION OF CERTAIN AGENCY-OWNED LANDS (ELEMENTARY SCHOOL SITE 664640007 ADJACENT TO SPORTS PARK AND, SERRA HIGH SCHOOL) WHEREAS, the San Juan Capistrano Community Redevelopment Agency ("Agency") and the City of San Juan Capistrano ("City") have proposed entering into a "Second Amended and Restated Agreement for Cooperation" providing for the disposition of two certain parcels of land owned by Agency and City; and, WHEREAS,the two parcels of land are more particularly identified as: (a) a 7-acre parcel more commonly referred to as Elementary School 664640007 Parcel ("the 664640007'), located adjacent to the San Juan Capistrano Sports Park, and, (b) a 4.69-acre parcel more commonly referred to as the Serra High School site at 31422 Camino Capistrano, and, WHEREAS, the Agency Executive Director has prepared a report pursuant to Health and Safety Code Section 33433, dated March 27, 1997, outlining the elements of the disposition transaction; and, WHEREAS, the City and Agency have entered into a cooperation agreement providing that City will quitclaim its 4/5 undivided interest in the 7-acre parcel to Agency. NOW,THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community Redevelopment Agency Board of Directors, City of San Juan Capistrano, California, as follows: SECTION 1. Findines. The Agency hereby finds that the 7-acre parcel shall be sold at fair market value pursuant to a certified appraisal pursuant to the terms of the Second Amended and Restated Agreement for Cooperation. Agency has obtained its own appraisal establishing a value of$2.5 million. However, under the terms of the Second Amended and Restated Agreement for Cooperation, the final purchase price shall be established by the State of California Office of Public i School Construction (the "State") final approval of a certified appraisal report for this property. Accordingly, the parties have established a purchase price of$2.4 million subject to final approval by the State. The$2.4 million can, however, vary by a deviation of tO%, which said deviation shall be determined by the final approval appraisal report approved by the State. Therefore, the Agency concludes that this disposition of property is not for less than fair market value for the property. -1- With regard to the 4.69-acre parcel, the Executive Director's report makes clear that the transfer of title by the Agency to the District is for the purpose of causing the release of a number of obligations imposed upon the Agency by the first amended agreement between District and Agency. Therefore, it is the Agency's finding that this disposition is necessary to effectuate the purposes of the Agency's redevelopment plan in that release of the subject obligations as identified at pp. 1-3 of the Seconded Amended Agreement will enable the Agency to concentrate its resources on other projects identified in its redevelopment plan. II SECTION 2. Incorporation by Reference. Y The Executive Director's March 27, 2997 report is incorporated herein by reference and made a part hereof and is to be filed with the City Clerk's office. PASSED, APPROVED, AND ADOPTED this 15th day of April , 1997. WYATT T, C ATTEST: 2h� � AGENCY VbVARY ' -2- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I I, CHERYL JOHNSON, Agency Secretary of the San Juan Capistrano Community Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. CRA 97-4-15-1 adopted by the San Juan Capistrano Community Redevelopment Agency Board of Directors at a regular meeting thereof held on the 15th day of April 1997, by the following vote: AYES: Directors Jones, Greiner, Swerdlin, Campbell and Chairman Hart NOES: None ABSTAIN: None ABSENT: None (SEAL) CHERYL JOHNSON, AGENCY SECRETARY -3- . i • STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, declare as follows: That I am the duly appointed and qualified Secretary of the San Juan Capistrano Community Redevelopment Agency; J That in compliance with State laws of the State of California and in further compliance w.th CRA Resolution No. CRA 83-12-20-1 and on the 17th day of April 1997, 1 caused to be posted: RESOLUTION NO. CRA 97-4-15-1 being DISPOSITION OF TWO AGENCY-OWNED SCHOOL SITES A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, MAKING HEALTH AND SAFETY CODE SECTION 33433 FINDINGS REGARDING THE DISPOSITION OF CERTAIN AGENCY-OWNED LANDS (ELEMENTARY SCHOOL SITE 664640007 ADJACENT TO SPORTS PARK AND, SERRA HIGH SCHOOL) in three (3) public places in the City of San Juan Capistrano, to wit: City Hall; Old Fire Station Recreation Complex, Orange County Public Library. Cheryl Jo"on, gency Secretary San Juan Capistrano Community Redevelopment Agency San Juan Capistrano, California APRIL 15, 1997 REGULAR MEETING OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS CLOSED SESSION (610.85) The Closed Session scheduled for 5:00 p.m. regarding the following item, was cancelled: 1. Conference with Real Property Negotiator per Government Code Section 54956.8 regarding the proposed sale and transfer of four parcels of real property between the Community Redevelopment Agency, the City of San Juan Capistrano, and the Capistrano Unified School District, with negotiator David Doomey for the School District. RECESS UNTIL 7:00 PM BUSINESS MEETING The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was called to order by Chairman Hart at 8:05 p.m. in the City Council Chamber. Mayor Swerdlin had previously indicated that the scheduled Closed Session had been cancelled. ROLL CALL: PRESENT: Wyatt Hart, Chairman John Greiner, Vice Chairman Collene Campbell, Director Gil Jones, Director David M. Swerdlin, Director ABSENT: None STAFF PRESENT: George Scarborough, Executive Director; Thomas Tomlinson, Deputy Director; John Shaw, Interim Agency Counsel/City Attorney; Jennifer Murray, Assistant City Manager; Cynthia L. Pendleton, Finance Officer; Cheryl Johnson, Agency Secretary; William Huber, Engineer- ing and Building Director; Al King, Jr., Community Services Director; Lt. Paul Sullivan, Chief of Police Services; Nancy Bernardi, Recording Secretary. PUBLIC HEARINGS 1. JOINT PUBLIC HEARING WITH THE CITY COUNCIL-PROPOSED SECOND AND AMENDED AGREEMENT FOR COOPERATION BETWEEN THE AGENCY/CITY AND THE CAPISTRANO UNIFIED SCHOOL DISTRICT 6000..40 Pro` osa : Consideration of a proposed Second Amended and Restated Agreement for Cooperation between the City/Agency and the School District that would result in the following: CRA Minutes -1- 4/15/97 (1) The Agency will sell a 7-acre parcel located on a portion of the Kinoshita property (Elementary School 664640007 Parcel)to the School District at a cost of$2.4 million for the purpose of constructing a school facility. The 7-acre parcel is part of the former 56-acre Kinoshita farm jointly owned by the City and the Agency. In order to accomplish the sale the City and Agency will partition their undivided interests in the farm site so that the Agency is sole owner of the site to be sold to the School District. (2) The School District will release the Agency from an existing obligation to construct a pool, relocate buildings, and convey a 2.5-acre parcel to the School District. (3) The School District will convey fee title for the Library Parcel to the City. (4) The School District will lease Stone Field to the City at no cost for a term of 25 years, with an option to renew. (5) The existing tax increment sharing provisions of the original and First Amended agreements will remain in place. Apnlicants: City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 Capistrano Unified School District, Attn: Dave Doomey, Asst. Superintendent, Facilities Planning, 32972 Calle Perfecto, San Juan Capistrano, CA 92675 Written Communication: Report dated April 15, 1997, from the Executive Director, advising that it had become apparent that the total cost to complete the obligations set forth in the Agency/School District Cooperation Agreement would exceed the Agency's tax increment resources and other assets, further that priorities of both the School District and the Agency had changed. The Report recommended approval of various documents that would revise the Agency and School District obligations. Exhibits were on display, and Mr. Scarborough made an oral presentation. Public Hearine: Notice having been given as required by law, Mayor Swerdlin opened the Public Hearing, and the following persons responded: (1) Carl Goodwin, 32651 Deadwood Avenue, inquired whether the City had considered the impacts of AB 1290 and/or the 1994 Redevelopment Reform Act on its ability to make the proposed agreement, and whether the proposed agreement provided for tax increment payments to the School District. CRA Minutes -2- 4/15/97 0 • Mr. Scarborough stated that the proposed agreement between the Agency and the School District met the provisions of AB 1290. He advised that the tax increment payments would continue unchanged. There being no further input, the hearing was declared closed with the right to reopen at any time. Approval of Real Property Partition Agreement: It was moved by Director Greiner, seconded by Director Jones, and unanimously carried that the Real Property Partition Agreement between the City and the Agency be approved relating to the transfer and quitclaim of undivided interests in the former Kinoshita farm site to provide for future development of an elementary school (Elementary School 664640007 Parcel) on approximately 7 acres. The Chairman was authorized to execute the Agreement on behalf of the Agency. Approval of Second Amended and Restated Agreement for Cooperation: It was moved by Director Greiner, seconded by Director Jones, and unanimously carried that the Second Amended and Restated Agreement for Cooperation between the City/Agency and the School District be approved: (1) Conveying the fee title for the 7-acre elementary school site located on the Kinoshita property to the School District, (2) Releasing the Agency from its existing obligations to construct a pool, relocate buildings, and convey a 2.5-acre parcel to the School District in exchange for the return of the SERRA high school site, Stone Field, and related school buildings to the School District; (3) Conveying the fee title for the Library Parcel from the School District to the City; (4) Providing for the School District to lease the Stone Field to the City at no cost for a term of 25 years, with an option to renew, and (5) Continuing the existing tax increment sharing provisions of the original and First Amended agreements. The City Manager/Executive Director was authorized to execute the final documents on behalf of the City/Agency, as well as to make minor changes to the documents to ensure that the transaction is completed in a timely manner. Adoption of Resolution Making Findings Re: Health and Safety on the Disposition of Two Agency-Owned School Sites: It was moved by Director Jones, seconded by Director Greiner, that the following Resolution be adopted: CRA Minutes -3- 4/15/97 RESOLUTION NO CRA 97-4-15-1 DISPOSITION OF TWO AGENCY- OWNED SCHOOL SITES - A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY MAKING HEALTH AND SAFETY CODE SECTION 33433 FINDINGS REGARDING THE DISPOSITION OF CERTAIN AGENCY-OWNED LANDS (ELEMENTARY SCHOOL SITE 664640007 ADJACENT TO SPORTS PARK AND, SERRA HIGH SCHOOL) The motion carried by the following vote: AYES: Directors Campbell, Greiner, Jones, Swerdlin, and Chairman Hart NOES: None ABSENT: None CONSENT CALENDAR It was moved by Dir ctor Campbell, seconded y Director Greiner, that the st recommendations be accepted for e following items listed the Consent Calendar. The otion carried by the following vote. AYES: Directo Campbell, Greiner, Jones, Sw rdlin, and Chairman Hart NOES: No ABSENT: one APPROVAL OF ITY REDEVELOP NTAGENCY T REGULAR MEE IN OF MAR H 18 1997 The Minutes o the Regular Meeting of Marc 18, 1997, werZapproved bmitted. 2. RECEIVE FILE WARRANT OF H 26 1997The List f Demands dated March 26, 97, in the total amowas received and fil d.3. RE EIVE AND FILE FINANCE FFICER'S REPORT OFS AS O MARC 31 1997 350.30 he Finance Officer's Report f Investments as of Marc 31, 1997, in the total amount of $612,564.77 was received d filed. CRA Minutes -4- 4115197 AGENDA ITEM April 15, 1997 TO: Chairman and Board of Directors San Juan Capistrano Community Redevelopment Agency FROM: George Scarborough, Executive Director SUBJECT: Joint Public Hearing for Consideration of Proposed Second and Amended Agreement for Cooperation Between the San Juan Capistrano Community Redevelopment Agency/City of San Juan Capistrano and the Capistrano Unified School District RECOMMENDATION: 1. Conduct a Public Hearing regarding the proposed Second Amended and Restated Agreement for Cooperation between the City of San Juan Capistrano ("City"), San Juan Capistrano Community Redevelopment Agency ("Agency") and the Capistrano Unified School District ('District"). 2. Approve the Agreement between the City and Agency relating to transfer of and quitclaim of undivided interests in 7 acres (Kinoshita land). 3. Approve the proposed Second Amended and Restated Agreement for Cooperation between the City, Agency, and District, and authorize the City Manager and Executive Director of the Agency to execute final documents, including authorization to make minor changes to the documents, to insure that the transaction is completed in a timely manner. 4. Adopt an Agency Resolution Making Health and Safety Code Section 33433 Findings Regarding the Disposition of Certain Agency-owned Lands. SITUATION: In 1983,the Agency entered into an Agreement for Cooperation with the Capistrano Unified School District. In 1986, the Agency and City entered into the Amended and Restated Agreement for Cooperation(First Amended Agreement) with the District providing for a number of obligations to be performed by both parties., including those stated in the Original Agreement. Briefly, the First Amended Agreement called for the District to convey a school parcel generally bounded by El Camino Real, La Zanja, Camino Capistrano and Acjachema, including the Stone Field and excluding the Library parcel, to the Agency. It was anticipated that the Agency/City would build a city hall/cultural center at this site. In return, the Agency would: construct on behalf of the District a gymnasium at CapistranoValley High School, construct a 50-meter competition swimming pool, relocate District's adult education facilities on the school parcel to a permanent site, and convey fee FOR CITY COUNCIL AGM, . .. �� Agenda Item -2- April 15, 1997 title of a 2.5 acre site to the District. The agreement also provided for sharing of tax increment between the parties. In the last several years, it has become apparent that the total cost to the Redevelopment Agency to complete all of the obligations of the Agency/School District "Cooperation Agreement" will exceed the Agency's tax increment resources and other assets. Total costs of these various obligations are approximately $5.5 million, whereas the level of present and future tax increment from the existing project area has not grown sufficiently to meet this obligation(see Financial Considerations section of this report). Furthermore, the priorities of both the School District and the Agency have changed over time. Accordingly, the District and City/Agency have been in discussions for some months to revise and amend these obligations in the following respects: 1. City/Agency is to convey to District a 7-acre parcel which is currently a part of the former Kinoshita 56 open-space acres owned jointly by City and Agency. District will construct a school facility on this parcel. Appraisals have been prepared establishing a purchase price of approximately $2.4 million dollars. The exact figure has not been established in that the District requires a lengthy appraisal review by officials in Sacramento. Accordingly, section 4.2 of the Second Amended Agreement at page 3 provides a purchase price of$2.4 million, subject to a 10% deviation(that is, up to $240,000), plus or minus, as finally determined by the state land appraiser. The 7-acre parcel is referred to in the agreement as "Elementary School 664640007 Parcel". District shall execute a promissory note for the amount of the purchase price which shall ultimately be paid to Agency from future tax increment proceeds which the District would have received but for this agreement. Repayment of the note will begin on the eleventh anniversary date from when the District initially begins to receive their share of tax increment from the Agency. In addition, the Cooperation Agreement provides that the District shall receive a credit equal to the value of 2.5 acres to be applied against the purchase price as consideration for the fact that the District will release the Agency from a number of obligations under the existing agreements as noted below. 2. The existing obligations by Agency to construct the pool, relocate buildings, and convey a 2.5 acre parcel to District shall be released and forgiven by District. 3. In addition, the District will convey fee title to the"Library" parcel to City. Agenda Item -3- April 15, 1997 4. District will also lease (at no cost) the Stone Field to City. Term of the lease is 25 years with an option to renew. (The lease is attached as Exhibit D). 5. The existing tax increment sharing provisions of the original and first amended agreements shall remain in place. Other Aspects of the Transaction: A. Purchase and Sale Agreement. The Purchase and Sale Agreement is attached to the Cooperation Agreement as Exhibit B. This document sets up the mechanics of the escrow process. It also incorporates as an exhibit a "maintenance" agreement providing for 50-50 cost sharing of the access road on City land which the District will use to allow its employees and members of the public to access the 7- acre parcel. Various use restrictions are set forth in the Maintenance Agreement. B. The City/Agency Agreement. Presently, the City owns a 4/5"undivided"interest in the entire 56 acres, of which this 7-acre area is now a part. The Agency owns a 1/5 undivided interest in the remaining 49 acres of open space. Mechanically, it will be necessary for the Agency to quitclaim its 1/5 interest in the remaining larger remnant and in turn the City to quitclaim its 4/5 interest in the 7 acres so that the net result is that the Agency will have fee title to the 7 acres. When this is accomplished through the escrow process, the Agency would then as a last step convey fee title to the 7 acres to the District. The Agency/City agreement establishes this framework. C. CEQA. The Planning Department has determined that CEQA does not apply to any of these transactions. (See Memorandum from Tom Tomlinson dated March 10, 1997). The District, as lead agency,has already prepared a Negative Declaration for the school site on the 7 acres. D. Health& Safety Code Section 33433 Report/Public Hearing Requirement. Under redevelopment law, the Agency must prepare a report discussing the financial aspects (particularly the appraisal process)with respect to proposed disposition of Agency-owned land. Therefore, in compliance with Health& Safety Code Section 33433, attached is the Agency Director's report, dated March 27, 1997, to the Agency spelling out the appraisal for the property and the projected costs of sale connected with the proposed sale of the 7 acres and school parcel to the District. Agenda Item -4- April 15, 1997 Also, a public hearing is required with respect to the proposed sale of land by Agency. Accordingly, a public hearing notice advertising this matter as a joint Agency/City public hearing was placed in the newspaper pursuant to Government Code Section 6066. Health & Safety Code Section 33433 also requires the adoption of a resolution making certain findings (see attached resolution). COMMISSIONBOARD REVIEW AND RECOMMENDATIONS; Not Applicable FINANCIAL. CONSIDERATIONS: Under the existing agreements, the Agency is obligated to construct on behalf of the District a gymnasium at CapistranoValley High School; construct a 50-meter competition swimming pool; relocate District's adult education facilities on the school parcel to a permanent site; and convey fee title of a 2.5 acre site to the District. The agreement also provided for sharing of tax increment between the parties. The Agency met its obligation to construct the gymnasium at Capistrano Valley High School. The construction was completed for $2.3 million in 1992. Upon completion of the construction, the Agency received clear title to Parcel "A" of the Serra High School site. This area encompasses the tennis courts and open area adjacent to the Library Site. The cost of the remaining obligations is as follows: 1. Construction of the 50-meter competition swimming pool $1,500,000 2. Relocation of the District's adult education facilities from the Serra High School Site to another permanent site. $4015000 Total cost of physical obligations 5 0 3. Present value of tax increment sharing agreement 5 00 The value of the Agency's physical obligations is currently shown as a debt of the Agency. The tax increment sharing agreement is reflect in future years as an annual obligation of the Agency. Under the proposed Second Amended and Restated Agreement the District will release the Agency from the remaining physical obligations indicated above in exchange for the return of Parcel "B" of the Serra High School Site and a credit equal to the value of 2.5 acres to be applied against the purchase price of the School Parcel 664640007 as noted below. Parcel "B" includes Serra High School, other school related buildings and Stone Field. Upon reconveyance of the property to the District, the City will lease Stone Field for a period of 25 years. Agenda Item -5- April 15, 1997 The proposed Second Amended and Restated Agreement also provides for the continuation of the tax increment sharing agreement. The shared tax increment will be deposited into the School Facilities Fund. The fund may be expended for acquisition or lease of real property and/or capital improvement projects located within the City of San Juan Capistrano with the priority being the payment of the purchase price of the Elementary School Parcel 66464007 as noted below. Other permissible uses include but are not limited to: the construction of a fifty (50) meter competition swimming pool at Capistrano Valley High School; District administrative office and operations facilities; and the construction, expansion, addition to, or reconstruction or modernization of permanent school buildings, facilities, structures or other permanent public improvements. Agency staff projects tax increment sharing deposits to the fund to begin in Fy 2009-10 The Purchase and Sale Agreement attached to the Agreement as Exhibit B provides for the sale by the Agency and acquisition by the District of an approximately seven acre site adjacent to the Sports Park known as School Parcel 664640007. The Agency will sell the property to the District for its appraised value of$2,400,000 plus or minus 10% as determined by the State of Office of Public School Construction. The Agency's value in this property based on original cost plus carrying costs is approximately $1.7 million. The District will execute a promissory note to the Agency for the purchase price less a credit equal to the value of 2.5 acres to be applied against the purchase price. The total amount to be paid under the promissory note is estimated to be $1.6 million. The promissory note is non-interest bearing and requires the payments of the purchase price to begin in the I lth year following the first deposit of shared tax increment to the school facilities fund. The District will convey the Library parcel and lease Stone Field to the City in exchange for the value of the interest on the promissory note. NOTIFICATION: Notice of this public hearing was published in the Orange County Register News on March 27, 1997 and April 3, 1997 as required. Mr. Dave Doomey Assistant Superintendent, Facilities Planning Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, CA 92675 Agenda Item -6- April 15, 1997 ALTERNATE ACTIONS: 1. By Motion, a. Approve the Agreement between the City and Agency relating to transfer of and quitclaim of undivided interests in 7 acres (Kinoshita land). b. Approve the proposed Second Amended and Restated Agreement for Cooperation between the City, Agency, and District, and authorize the City Manager and Executive Director of the Agency to execute final documents, including authorization to make minor changes to the documents,to insure that the transaction is completed in a timely manner. c. Adopt an Agency Resolution Making Health and Safety Code Section 33433 Findings Regarding the Disposition of Certain Agency-owned Lands. d. Adopt an Agency Resolution Making Health and Safety Code Section 33433 Findings Regarding the Disposition of Certain Agency-owned Lands. 2. Do not approve the proposed Second Amended and Restated Agreement and Resolution 3. Request additional information from staff. RECOMMENDATIONS: 1. Conduct a Public Hearing regarding the proposed Second Amended and Restated Agreement for Cooperation between the City of San Juan Capistrano ("City"), San Juan Capistrano Community Redevelopment Agency("Agency") and the Capistrano Unified School District ('District"). 2. Approve the Agreement between the City and Agency relating to transfer of and quitclaim of undivided interests in 7 acres (Kinoshita land). 3. Approve the proposed Second Amended and Restated Agreement for Cooperation between the City, Agency, and District, and authorize the City Manager and Executive Director of the Agency to execute final documents, including authorization to make minor changes to the documents, to insure that the transaction is completed in a timely manner. Agenda Item -7- April 15, 1997 4. Adopt an Agency Resolution Making Health and Safety Code Section 33433 Findings Regarding the Disposition of Certain Agency-owned Lands. Respectfully subnVitted, 4ec ou Ex e Dir for Attachments: 1. Second Amended and Restated Agreement for Cooperation (w/Exhibits) 2. Health and Safety Code Section 33433 Report 3. Resolution Making Health and Safety Code Findings 4. Agency/City Agreement Regarding Transfer of Interest in 7 Acres 5. Memorandum dated March 10, 1997 from Tom Tomlinson regarding CEQA NOTE: Exhibits are in Council packets only; copies are available at City Clerk's office for review MEMORANDUM March 10, 1997 TO: George Scarborough, Executive Director John Shaw, Agency Counsel FROM: Thomas Tomlinson, Deputy Director . ra SUBJECT: Application of CEQA to Capistrano Unified School District Transaction to Acquire and Develop an Elementary School Adjacent to the San Juan Capistrano Sports Park and Community Center and Other Related Conveyance of Property In response to your memorandum dated March 7, 1997, it has been requested that an evaluation be completed regarding the application of CEQA to a new cooperative agreement between the Community Redevelopment Agency and the Capistrano Unified School District for the following transactions: I. City and Agency convey their respective interests (City 4/5; Agency 1/5) to CUSD regarding the seven acre parcel located at the San Juan Capistrano Sports Park and Community Center site. 2. CUSD conveys fee title to the parcel underlying the San Juan Capistrano Library to the City. 3. City conveys the parcel adjoining the Library parcel, referred to as Parcel B in the existing agreement to CUSD. 4. Lease is executed between CUSD and City for the property commonly known as Stone Field located at the southeast corner of Camino Capistrano and La Zanja. In accordance with the provisions of CEQA and the City's adopted Environmental Guidelines, acting in my appointment as the City's Environmental Administrator, I have reviewed each of the anticipated actions in the proposed agreement and have made the following determinations: 1. Conveyance of seven acre parcel for a new elementary school site. This specific transaction in accordance with CEQA is considered a project in that ..."Project means the whole of an action, which has a potential for resulting in a physical change in the environment or ultimately". Under the agreement the purpose of the transfer of title is for the express purpose of physically changing the property by the construction of an elementary school site. In accordance with this interpretation, the Capistrano Unified School District had prepared an initial study to determine the ultimate impacts of the development of the elementary school. Based upon the conclusions of the Initial Study, the District issued a Negative Declaration which was duly noticed and posted. The City/Community Redevelopment Agency reviewed the Negative Declaration and the Initial Study during the statutory review period and accepted its findings. This action was consistent with the definition of"Lead Agency" as I - • 0 MEMORANDUM - CUSD Agreement -2- March 10, 1997 stated in Section 15367 and 15051 of the CEQA Guidelines. Based upon this interpretation, the City/Agency is considered a "Responsible Agency", therefore no further action is necessary for this specific element of the Agreement related to compliance with CEQA. 2. In regards to the other three components of the agreement, each involves either a fee title transfer or lease arrangement. In considering each element, the Environmental Administrator has determined that they do not satisfy the definition of'Project". The transfer of ownership or lease arrangement will not result in a physical change in the existing use or environment. The Library parcel has been developed and reviewed for compliance with CEQA prior to its construction. Parcel B is an existing school facility and will remain as currently configured. Stone Field is presently used as an athletic sports field and will continue to be used without any further physical improvements except that associated with normal maintenance which is categorical exempt. It is recommended that in preparing the agreement documents that the above findings and determinations be incorporated to insure that the record is clear that CEQA compliance was evaluated regarding each of the anticipated actions. If there should be any questions regarding the above determination please let me know. I can be reached at extension 6323. cc: Cindy Pendleton, Director of Administrative Services C:\W P W IN60\W PDOCS\D\CUSD3.10 • • San Juan Capistrano Community Redevelopment Agency MARCH 27, 1997 TO: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BOARD OF DIRECTORS FROM: GEORGE SCARBOROUGH, EXECUTIVE DIRECTOR HEALTH AND SAFETY CODE SECTION 33433 REPORT DISPOSITION OF PARCELS: SCHOOL PARCEL 664640007 AND PARCEL "B" OF SERRA HIGH SCHOOL SITE THIS SUMMARY REPORT HAS BEEN PREPARED PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE REGARDING THE SALE OF THE 7.0 t ACRES AT THE CAPISTRANO SPORTS PARK (COMMONLY KNOWN AS ELEMENTARY SCHOOL PARCEL 664640007) AND THE TRANSFER OF A 4.69-ACRE SITE LOCATED AT THE SOUTHEAST CORNER OF LA ZANJA AND CAMINO CAPISTRANO (MORE COMMONLY KNOW PARCEL "B" OF THE SERRA HIGH SCHOOL SITE LOCATED AT 31422 CAMINO CAPISTRANO). The San Juan Capistrano Community Redevelopment Agency (the "Agency") and the City of San Juan Capistrano (the "City") intends to enter into a Second Amended and Restated Agreement for Cooperation attached as Exhibit 1 (the "Agreement")with the Capistrano Unified School District (the "District")to amend and restate those specific provisions of 1)that certain agreement for Cooperation between the District, the Agency and the City, dated March 5, 1985 (the "Original Agreement); and 2)that certain Amended and Restated Agreement for Cooperation between the District, the Agency and the City, dated January 7, 1986 (the "First Amended Agreement"), The Agreement provides for the mutual aid and assistance in the redevelopment of certain areas of the City. The Agency, City and District wish to cooperate in connection with certain redevelopment activities, which shall constitute mutual and adequate consideration for the exchange and release of each obligation as outlined in Section 2.3 of the Agreement. More specifically, the acquisition and CXRAWGENDA\CU33433.RPT -1- March 27,1997 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 sale of the property known as Elementary School Parcel 664640007 to be used by the District for the construction of an elementary school and the property known as Serra High School. Elementary School Parcel 664640007 was acquired by the City and Agency in 1991 in order to facilitate the Agency's obligations under the First Amended Agreement. The District has stated its need for an elementary school site in this area. The proposed Agreement provides that the Agency and City sell the parcel to the District subject to certain restrictions imposed on the use of the parcel. The parcel is proposed to be conveyed to the District as outlined in the Purchase and Sale Agreement (attached as Exhibit B to the Agreement). The Serra High School Site was acquired from the District under the First Amended Agreement. The First Amended Agreement required the Agency to construct a fifty(50) meter competition swimming pool at Capistrano High School in exchange for the property. The proposed Agreement will release the Agency of its obligation to construct the swimming pool and reconvey the Serra High School Site to the District. Approval of the proposed Agreement will facilitate the implementation of the Agency's Redevelopment Plan, specifically by providing a site for Capistrano Elementary School 664640007 and continuing the allocation of tax increment to the School Facilities Fund for future school facility improvements. Financial Aspects of the Agreement The terms of the Agreement between the Agency, the City and the District provide for the following: 1. Conveyance of fee title to the Elementary School 664640007 Parcel from the Agency to the District for the construction of a school as further described in the Purchase and Sale Agreement attached as Exhibit B to the Agreement. The appraisal price of the parcel at its highest and best use is$2,500,000. The appraisal report was prepared by Stephen G. White, MAI and is dated January 24, 1997. The Agreement provides for the final purchase price to be set anywhere within the range of 10% of the $2,400,000, plus or minus, pursuant to the Office of Public School Construction (OPSC) final approval of an appraisal. If the final purchase price deviates more than 10%, then either party reserves the right to reconsider and rescind this Agreement within 30 days of receipt of written notice of the figure from OPSC. The purchase price will be subject to a credit from the Agency in favor of the District. The credit shall be calculated to equal an amount of money using the same per-acre value established for the parcel by OPSC, multiplied by a factor of two and 1/2. The purchase price will be paid by District with payments from the School Facilities Fund beginning in the I lth year following the first allocation of tax increment to the School Facilities Fund. The District shall execute a Promissory Note in the form of Exhibit "F" to CACRAUGENMCU33433.RPT -2- March 27, 1997 the Agreement. and shall bear no interest. The imputed interest on the promissory note is calculated to be approximately $1,000,000. The Agency and the District have agreed on a non-interest bearing note in exchange for the mutual covenants in the Agreement. 2. Reconveyance from the Agency to the District of fee title to Parcel B of the Serra High School Site, particularly described in the grant deed attached as Exhibit "C" to the Agreement in exchange for the release of the Agency's obligation to construct a fifty (50) meter swimming pool at Capistrano Valley High School. 3. Release by the District of the Agency's obligation to convey fee title to the District of a 2.5 acre site free and clear of all liens and encumbrances, subject to the District's prior right to approved such site, as required by Sections 5.4(b) and 5.9 of the First Amended Agreement. 4. Continuation of the existing tax sharing agreement, as provided in the Original Agreement and First Amended Agreement. 5. The Agency is responsible for 1/2 of all costs associated with appraisals, escrow and title relating to the completion of this agreement. These costs are estimated at approximately $25,000. Estimated Value of Interest to be Conveyed or Leased Elementary School Parcel 664640007 has been appraised to be $2,500,000 by the Stephen G. White Appraisal. The property is to be conveyed at a final purchase price pursuant to the OPSC final approval of the appraisal not to exceed an adjustment of l0%, plus or minus. However, the State of California will arrange for the final appraisal of the property per Section 4 of the proposed Agreement. Thus, this School 664640007 property shall be sold for fair market value. Parcel "B" of the Serra High School Site has not been appraised. This parcel is being reconveyed to District under the same terms as the conveyance to the Agency from the District under the First Amended Agreement. The reconveyance of the parcel will release the Agency from its obligation to construct a fifty (50) meter swimming pool. The cost of the released obligation is estimated to be $1,500,000. An Explanation of Why the Sale will Assist in the Elimination of Blight The Agency, the City and the District recognize the need to provide adequate school facilities and other public services and amenities to serve the Project Area and have determined that such facilities are a benefit to the Project Area and that there are no other reasonable means of financing the construction of such public school facilities. Accordingly it was the purpose of the Original Agreement to create a cooperative relationship between the Agency and the District to provide for the implementation of projects with a mutual benefit to the Agency, the District and the community C:\CRA\AGENDA\CU33433.RPT -3- March 27, 1997 at large by utilizing the combined resources of the Agency and the District to carry out the goals of the Redevelopment Plan and of the District. The Original Agreement created the Capistrano Unified School District/San Juan Capistrano Community Redevelopment Agency Capital Improvement Fund (the "School Facilities Fund") specifically for the purpose of allocating Agency tax increment attributable to the Project Area toward the cost of improved school facilities to benefit the Project Area. The Agreement will continue the allocation of these funds for that purpose. Additionally, the release of the Agency from its remaining obligations under the Original and First Amended Agreements will allow the Agency to direct funding to other projects called for in the Redevelopment Plan. Public Hearing Pursuant to Section 33433 of the California Redevelopment Law, the City Council and the Redevelopment Agency will consider the proposed Agreement at a joint public hearing on April 15, 1997. A copy of the hearing notice is attached as Exhibit 2. Respectfully Submitte by: Geor . Scarbor ugh, Exe five Director C.\CRA\AGENDXCU33433.RPT -4- March 27,1997 dwa NOTICE OF JOINT PUBLIC HEARING �,m,n 1961 1776 ' CITY OF SAN JUAN CAPISTRANO and the COMMUNITY REDEVELOPMENT AGENCY PROPOSED SALE AND TRANSFER OF PROPERTY Pursuant to Health& Safety Code Section 33431 and 33433, the San Juan Capistrano Community Redevelopment Agency and San Juan Capistrano City Council do hereby give notice that a joint public hearing shall be held on April 15, 1997, at 7:00 p.m., at the City Hall Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano, concerning the proposed sale and transfer of certain land as follows: 1) A parcel consisting of approximately 7 acres, located generally in the northwest corner of Alipaz and Camino Del Avion, adjacent to Marco Forster Elementary School; and, 2) A parcel known as the old "Serra High School" site, generally bounded by La Zanja, El Camino Real and Camino Capistrano, all within the City of San Juan Capistrano, to the Capistrano Unified School District. A report has been prepared discussing the proposed terms and conditions of said sale and is available for public inspection at the City of San Juan Capistrano, City Clerk's Office. Those desiring to be heard in favor of, or in opposition to, this item will be given an opportunity to do so during such hearing or,prior to the meeting, by writing to the City Council and the San Juan Capistrano Board of Directors at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk. Government Code Section 54957.5 stipulates that writings distributed to the legislative body by any person are public records and shall be made available without delay. If you bring written information to the City Council meeting for distribution to the City Council at such meeting, please provide additional copies for distribution to the audience. For further information you may contact Cynthia L. Pendleton, Department of Administrative Services at (714) 443-6301. CHERYL J S CITY CLERK RECEIVED T H EffCoMei� T ` '91 �fl 52 N This c ���r the County Clerk's filing stamps. 625 N.Grand Ave..Santa Ana,CA 92701 • .',i �, ;til PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CAI,.IFORNIA, 55. County of Orange, 1 am a citizen of the United States and a resident Proof of publication of of the County aforesaid; I ain over the age of eighteen years, and not a party to or interested in Proposed sale and transfer of Property the above entitled matter. I am the principal clerk of the printer of the Orange County Register.a newspaper of general circulation, published in the city of Santa Ana,County of Orange,and pUdUC NOTICE which newspaper has been adjudged a tam OF Jour ie VAK"11111 newspaper of general circulation by the Superior Paste Clipping of Notice at"y OF M AMM CAFWWM dad 2W Court of the County of Orange, State of SECURELY cowowmitmormod California under the date of November 29, 1905. In This Space Case Number A21046 that the notice of which sFcaas sx:wal a1+�a1 ab sem• ms the annexed is a printed copy,has been sm Juan cadMvoeo^�no* and published in each regular and entire issue of said J" 10 do newspaper and not in any supplement diereof an �M�ayq�Wn°e�°m the following dates,to wit: 199c;ircim°o:324000 CCPWMWIcmtemnp to aa. ,=LINr+u«aanon ww o taveF March 27, April 3, 1997 ,;,�,7�aaaoco�stlW namwad ca r in to can+w 001 M+aL ani b Mato Faux EIe1llxMblY 90ho l;CaMA x1O/RI 6 M dC; tV ��I ftd(rd WW map•�p DIxH IIBb SOMA Del. A lePalaF to pwpaN Ob �p d IW Id& alb Is for cio cc$a1.A1a1�l Qt/CMK9 OIAcs• pp,9bppypbbe h{Ta' I certify(or declare)under penalty of perjury be OA^ aaa��W tooeow' that the foregoing is true and correct. ""dby a, that c*ito 1 Executed at Santa Ana, California. cmrww�Foao�d n al s2aoD Faro 'um April 7, 97 a�onuov6r Po- Date.......... .. ...................... .. . mug v wp qb anw 19. --.,. Ylexa baH W aN Db a p�pAcalyalbbluwmone xpp�i b Yale tial ID ItO COV Carla m9y�q la daxEryu- caD. *9 Signature .OF pLi13LiCATIOI ft"'"�" °°"'°""" '.,aw corow 01 so 1W C111110 01111, (71 443 two NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: Register Newspaper Juanita Folkerts, Legal Publications FOR PUBLICATION ON: THURSDAY, MARCH 27, 1997 THURSDAY, APRIL 3, 1997 DOCUMENT TO BE PUBLISHED: NOTICE OF JOINT PUBLIC HEARING - PROPOSED SALE AND TRANSFER OF PROPERTY PROOF OF PUBLICATION Please send to: City Clerk's Division, City Hall 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (714) 493-1171 AUTHORIZED BY: DATE: March 21, 1997 Date of Public Hearing - 04/15/97 Date notice published - 03/27/97 - 04/03/97 Date affidavit received C7 -C) djj-Y, Date notice posted in designated posting places (3) - 03/27/97 Date notice posted on property - N/A Date of mailing notice to interested parties - 03/27/97 Date notice transmitted to City Manager's Office - 03/21/97 d NOTICE OF JOINT PUBLIC HEARING 1 961 I(I mmnan 1961 1776 CITY OF SAN JUAN CAPISTRANO and the COMMUNITY REDEVELOPMENT AGENCY PROPOSED SALE AND TRANSFER OF PROPERTY Pursuant to Health& Safety Code Section 33431 and 33433,the San Juan Capistrano Community Redevelopment Agency and San Juan Capistrano City Council do hereby give notice that a joint public hearing shall be held on April 15, 1997, at 7:00 p.m., at the City Hall Council Chamber, 32400 Pasco Adelanto, San Juan Capistrano, concerning the proposed sale and transfer of certain land as follows: 1) A parcel consisting of approximately 7 acres, located generally in the northwest corner of Alipaz and Camino Del Avion, adjacent to Marco Forster Elementary School; and, 2) A parcel known as the old "Serra High School" site, generally bounded by La Zanja, El Camino Real and Camino Capistrano, all within the City of San Juan Capistrano, to the Capistrano Unified School District. A report has been prepared discussing the proposed terms and conditions of said sale and is available for public inspection at the City of San Juan Capistrano, City Clerk's Office. Those desiring to be heard in favor of,or in opposition to,this item will be given an opportunity to do so during such hearing or,prior to the meeting, by writing to the City Council and the San Juan Capistrano Board of Directors at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk. Government Code Section 54957.5 stipulates that writings distributed to the legislative body by any person are public records and shall be made available without delay. If you bring written information to the City Council meeting for distribution to the City Council at such meeting, please provide additional copies for distribution to the audience. For further information you may contact Cynthia L. Pendleton, Department of Administrative Services at (714) 443-6301. CHERYL JORNS , CITY CLERK FOR OFFICE USE ONLY: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTIN CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION I,CHERYL JOHNSON,declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano;that on March 27, 1997, I caused the above Notice to be posted in three (3) public places in the City of San Juan Capistrano,to wit: City Hall; Old Fire Station Recreation Complex; Orange County Public Library AND, that on March 27, 1997 and April 3, 1997, the above Notice was published in the Orange County Register newspaper. I declare under penalty of perjury that the foregoing is true and correct. ,A&"1 CHJOHNSON,�CITY CLERK City of San Juan Capistrano California