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1997-0519_CAPISTRANO UNIFIED SCHOOL DISTRICT_Maint Agr for Jt Use of Acs Rd to E.S.
RESOLUTION NO. CRA_ 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 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') 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, that the Board of Directors of the Agency does hereby resolve the following: Section 1. Findings. 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 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 10%, which said deviation shall be determined by the final approved 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. c:\wpwin60\wodocs\cusdd;ndings.r s -1- 03/25/97 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 Second Amended Agreement will enable the Agency to concentrate its resources on other projects identified in its redevelopment plan. Section 2. Inco oration By Reference. The Executive Director's March 27, 1997 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 day of 1997. WYATT HART, CHAIRMAN ATTEST: AGENCY SECRETARY a\wpwin60kwodocs\cusdTndings.m -2- 03/25/97 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 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. adopted by the Board of Directors of the San Juan CapistranoCommunity Redevelopment Agency, at a regular meeting thereof held on the day of 1997, by the following vote: AYES: NOES: ABSTAIN: ABSENT: (SEAL) CHERYL JOHNSON, AGENCY SECRETARY c:\wpwin604odocs\cusd\fmdings.ns -3- 03(25(97 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 Agency Secretary of the San Juan Capistrano Community Redevelopment Agency; That in compliance with State laws of the State of California and in further compliance with City Resolution No. 83-12-20-3 and on the day of 1997, I caused to be posted: RESOLUTION NO. being x 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. CHERYLJOHNSON,AGENCYSECRETARY San Juan Capistrano, California c:\wpwin60\wodocs\cusdTiindings.r% -4- 03/25/97 ATTACHMENT NO.4 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of San Juan Capistrano ) 32400 Paseo Adelanto ) San Juan Capistrano, California 92675 ) Attention: ) The undersigned Grantor declares: Documentary transfer tax is $ SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic By:— Its:- Dated: y: Its:Dated: 119 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic("Grantor"),hereby grants to the CITY OF SAN JUAN CAPISTRANO, a municipal corporation of the State of California("Grantee"), Grantor's one-fifth(1/5) undivided interest in the real property located in the City of San Juan Capistrano, County of Orange, State of California, more particularly described in Exlubit A attached hereto and incorporated herein(the "City Parcel"), subject to the existing easements, restrictions and covenants of record described there. IN WITNESS WHEREOF,the Grantor has caused this instrument to be executed this_ day of 1997. "GRANTOR" SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY,a public body corporate and politic By: Chairman Signatures continued on next page 178303.1\450\22299.0068 Attachment No. 4-1 Signatures continued from previous page APPROVED AS TO FORM: ATTEST: Stradling, Yocca, Carlson&Rauth Agency Secretary Agency Special Counsel "GRAWEE" CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Mayor: APPROVED AS TO FORM: ATTEST: City Attorney City Clerk 178303.1\450\22299.0068 Attachment No. 4-2 EXHIBIT "E" RECORDING REQUESTED BY, ) MAIL TAX STATEMENTS TO ) AND WHEN RECORDED MAIL TO: ) Escrow No. ) Title Order No. ) APN: GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Capistrano Unified School District hereby GRANTS fee title to the City of San Juan Capsitrano, a municipal corporation, the following-described real property in the City of San Juan Capistrano, California, County of Orange, State of California: Parcel 2 of Parcel Map 80-853, Book 154, Pages 33-34 Assessor's Parcel #124-190-21 Dated: CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency By: Superintendent c:\wpwin60\wpdo \msd\awdam3.yeo 04/07/97 EXHIBIT "C" RECORDING REQUESTED BY, ) MAIL TAX STATEMENTS TO ) AND WHEN RECORDED MAIL TO: ) Escrow No. ) Title Order No. ) APN: GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the San Juan Capistrano Community Redevelopment Agency, a municipal corporation, hereby GRANTS fee title to the Capistrano Unified School District, the following-described real property in the City of San Juan Capistrano, California, County of Orange, State of California: SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT "A" Dated: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a municipal corporation By: Wyatt Hart, Chairman 0 :\wpwin60\wpdocs\cusd�cusdam3.yeo 04/07/97 EXHIBIT "A" RECORDING REQUESTED BY, } MAIL TAX STATEMENTS TO ) AND WHEN RECORDED MAIL, TO: ) The undersigned Grantor declares: Documentary transfer tax is $ Exempt from Documentary Transfer Tax Pursuant to Revenue and Taxation Code § 11922 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic, of the State of California("Grantor"), acting to carry out the "Redevelopment Plan" for the San Juan Capistrano Central Redevelopment Project("Project'), under the Community Redevelopment Law of California, hereby grants to the CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency("Grantee"), fee title to the real property hereinafter referred to as the "Property", more particularly known as the Elementary School 664640007 Parcel described in Exhibit "A" attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record. 1. Grant Subject to Redevelopment Plan. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by 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, and any further amendments of such Redevelopment Plan of the City Council of the City of San Juan Capistrano which affect the Property and is agreed to in writing by Grantee. 2. Use and Operations Covenant. The Grantee shall devote, use, operate and maintain the Property only to and for the development of a school to be located on the property until the termination of the Redevelopment Plan described in paragraph 1. 3. City as Third Party Beneficiary. Grantor and Grantee covenant and agree that the CITY OF SAN JUAN CAPISTRANO ("City")is and shall be an intended beneficiary of the covenants, conditions and restrictions contained herein, with full power and right of enforcement to the same extent as the Grantor, and subject to the same limitations. cAwpwin604pdo=s cwd\msdpm3.yw 04/07/97 i 4. Use and Operations Covenants. The Grantee shall devote, use, operate, and maintain the Property only to and for educational uses which are permitted by the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 8 of this Grant Deed), this Grant Deed, and any conditions, covenants and restrictions on the Property, whichever document is more restrictive. 5. Violations Do Not Affect Liens. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 6. Runs With Land. All covenants contained in this Grant Deed shall be covenants running with the land. The covenants contained in paragraphs 2 and 3 shall continue in effect until the expiration of the effectiveness of the Redevelopment Plan as it applies to the Property. 7. Enforceable by Grantor. All covenants without regard to technical classification or designation shall be binding for the benefit of Grantor and City, and such covenants shall run in favor of the Grantor and City for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor and City, in the event of any breach of any such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the cure of such breach. 8. Changes. Both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements or restrictions contained in this Grant Deed without the consent of any lessee, easement holder, licensee, trustee, or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification, shall not benefit or be enforceable by any owner (except the Grantor and the City) of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grantee in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, on the dates set c:\wpwin60\wpdocs\cusd\wsdpsa3.yeo -2- 04/07/97 forth below. AGENCY: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic Dated: By: Wyatt Hart, Chairman ATTEST: Cheryl Johnson Agency Secretary APPROVED AS TO FORM: John R. Shaw Agency Counsel The undersigned Grantee accepts title subject to the conditions and covenants hereinabove set forth. DISTRICT: CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency Dated: By: Superintendent ATTEST: District Secretary APPROVED AS TO FORM: OwpwinWwpdo \c d�sdpsalyw -3- 04/07/97 PARKER, COVERT & CHIDESTER Douglas N. Yeoman Special District Counsel STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On 19_ before me, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument, WITNESS my hand and official seal. NOTARY PUBLIC -AwpwinMwpdo \cus& dpsa9.yeo -4- 04(07(97 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, (Name And Title Of Officer) personally appeared ❑ personally known to me -or- E] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) War subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed t instrument. WITNESS my hand and official seal. signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) TRIe Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attomey-In-Fact ❑ Trustee(s) Number Of Pages ❑ Guardian/Conservator ❑ other: Signer is representing: Date or Document Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, (Name And Title Of Officer) personally appeared ❑ personally known to me -or- ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer T@le(s) Title Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attomey-In-Fact ❑ Trustee(s) Number Of Pages ❑ Guardian/Conservator ❑ Other: Signer is representing: Date Of Document Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above ATTACHMENT NO.5 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) San Juan Capistrano Community ) Redevelopment Agency ) 32400 Paseo Adelanto ) San Juan Capistrano, California 92675 ) Attention: ) 1 The undersigned Grantor declares: Documentary transfer tax is $ CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Its: Dated: 119 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, the CITY OF SAN JUAN CAPISTRANO,a municipal corporation of the State of California("Grantor'),hereby grants to the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic("Grantee"), Grantor's four-fifths(4/5) undivided interest in the real property located in the City of San Juan Capistrano,County of Orange, State of California, more particularly described in Exhibit A attached hereto and incorporated herein(the "Agency Parcel"), subject to the existing easements, restrictions and covenants of record described there. IN WITNESS WHEREOF,the Grantor has caused this instrument to be executed this_ day of 1997. "GRANTOR" CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Mayor Signatures continued on next page 178303.1\450\22299.0068 Attachment No. 5-1 Signatures continued from previous page APPROVED AS TO FORM: ATTEST: City Attorney City Clerk "GRANTEE" SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic By: Chairman: APPROVED AS TO FORM: ATTEST: Stradling, Yocca, Carlson&Rauth Agency Secretary Agency Special Counsel 178303.1\450\22299.0068 ' Attachment No. 5-2 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by written deed or grant deed dated _, 1997 from the City of San Juan Capistrano, a municipal corporation,to the San Juan Capistrano Community Redevelopment Agency, a public body corporate and politic, is hereby accepted by the undersigned officer on behalf of the San Juan Capistrano Redevelopment Agency pursuant to authority conferred by Redevelopment Resolution No. of the San Juan Capistrano Redevelopment Agency adopted on 1997 and the grantee consents to recordation thereof by its duly authorized officer. Dated this_day of 1997. Redevelopment Director San Juan Capistrano Redevelopment Agency 178303.1\450\22299.0068 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, (Name And Title Of Officer) personally appeared ❑ personally known to me -or- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ar subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed t instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) Title Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attomey-In-Fact ❑ Trustee(s) Number Of Pages ❑ Guardian/Conservator ❑ Other: Signer is representing: Date Of Document Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, (Name And Title Of Officer) personally appeared ❑ personally known to me -or- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) TMe Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact — ❑ Trustee(s) Number Of Pages ❑ Guardian/Conservator ❑ Other: Signer is representing: Date of Document Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above MUMM copy � THISDRIGINAIDOCUMENT WAS SCAMb WHEN RECORDED MAIL TO: r1 FCTRCNICALLY RECORDED tai; 00 31 1W CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto Document No. �9�J�53 ash San Juan Capistrano, CA 92675 First American .Title Insurance Co. Attn: Cindy Pendleton, Finance Director Q:7364 q'733705—E (Space above this line for Recorder's Use) MAINTENANCE AGREEMENT FOR JOINT USE OF ACCESS ROAD TO ELEMENTARY SCHOOL 664640007 PARCEL This Maintenance Agreement forjoint use of an access road (the"Agreement") is made this 19th day of May, 1997, by and between the CITY OF SAN JUAN CAPISTRANO (hereinafter"City") and the CAPISTRANO UNIFIED SCHOOL DISTRICT (hereinafter "District"). RECITALS: WHEREAS, City and the San Juan Capistrano Community Redevelopment Agency have entered into a purchase and sale agreement providing for the sale of certain land consisting of approximately seven(7) acres, known as the Elementary School 664640007 Parcel, to District (the"Parcel"); and WHEREAS, City has constructed an access road, as more particularly shown on the site plan, attached as Exhibit "A", and incorporated herein by reference, on a City-owned land area known as the "Sports Park"; and WHEREAS, City proposes to a1low District to jointly use the access road to service future District school operations on the Parcel; and WHEREAS, this Agreement shall provide for the respective rights and obligations with respect to the joint use and maintenance of this access road; NOW, THEREFORE, BE IT RESOLVED BETWEEN CITY AND DISTRICT AS FOLLOWS: 1. Description and Use of Access Road. The design, layout, and location of the access road is set forth in Exhibit"A". District shall have full use of the access road 24 hours a day, 7 days a week for the purpose of providing cAwpwUM\wpdocs�zUE&iiadam4.yW 05/28/97 public access to its proposed school facilities. Ingress and egress locations from the access road to the Parcel are set forth in Exhibit "A". District agrees and understands that its employees, officials, guests, agents or its visiting public shall not utilize the access road for parking purposes for any reason, unless previously authorized by written permit from City. In that regard, District agrees to closely coordinate with City when District intends to hold special events for the purpose of avoiding parking and circulation congestion and conflicts. 2. Maintenance Oblitrations of Access Road. City and District agree that each party shall share equally in the cost of routine maintenance of the access road and street/parking lot lighting on an annual basis. City shall maintain the access road either through its own work forces or through a maintenance contract pursuant to its standard and customary bid practices. Each year, prior to initiating maintenance activity for the access road, City shall notify District of the anticipated cost of maintenance. District shall have the right to pre-approve the proposed maintenance, but such approval shall not be unreasonably withheld by District. A cost bill for one-half of the maintenance cost shall be sent to District on a quarterly basis. District shall pay this maintenance cost bill within 30 days of receipt of the bill. 3. Damage and Repair. The cost of damage and repair which is not a part of routine maintenance obligations shall be home by the responsible party causing such damage. 4. Liability and Insurance. (a) Insurance. City and District shall each separately carry comprehensive liability and property damage insurance to cover liability exposures arising from each parties' performance of its rights and obligations under this Agreement. (b) Indemnification. City 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 obligations under this Agreement. c:lwpwG,6o\wpdoc c�.yw -2- 0512sro7 0 District shall indemnify, save, and defend City, 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 obligations under this agreement. 5. Term and Termination. This Agreement may not be canceled unless a material and substantial breach of contract has been found to occur by a court of proper jurisdiction, or binding arbitration as agreed to by the parties to this Agreement. Accordingly, this Agreement shall remain in full force and effect until mutually terminated by District and City. 6. Resolution of Disputes. In the event of a dispute between the parties, City and District shall first formally meet and confer regarding the matter. If the dispute cannot be resolved through a meet and confer session, the matter will then be referred to non-binding mediation. If non-binding mediation is not successful, the parties shall determine in writing whether binding arbitration is appropriate. Thereafter,judicial remedies shall be available to resolve the dispute. 7. Attorney's Fees. If a judicial action is required to resolve a dispute, the prevailing party shall be entitled to reimbursement for reasonable attorney's fees and costs from the other party. 8. Notices. Any notice required to be given under this Agreement shall be in writing and given by use of first-class mail or by personal service. Service shall be considered given when personally served on the party, or on the third day after deposit in the U.S. mail. The addresses of the parties are: City: District: City of San Juan Capistrano Capistrano Unified School District 32400 Paseo Adelanto 32972 Calle Perfecto San Juan Capistrano, CA 92675 San Juan Capistrano, CA 92675 c:\wpvnn6o\wpdm\vj9dasdema-yn -3- 05/2"7 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above written. CITY: CITY F SAN JUAN CAPISTRANO, a Calif unic c'par corporation B : rge car ough, City ger ATTEST: Cheryl Johnso6l Ci Jerk APPROVED AS TO FORM: Jo aw, City Attorney DISTRICT: CAPISTRANO UNIFIED SCHOOL DISTRICT,, a public agency By: v — JA. Fleming Superintendent ATTEST: District Secretary APPROVED AS TO FORM: clj�2 n4 DouglakN. Yeo an for Parker, Covert & Chidester Special District Counsel cAwpwie604pd \misd�.vadam4.ym -4- 05/2M7 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On June 30 1997 —, before me, Cheryl Johnson City Clerk, personally appeared George Scarborough 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. (SE4),` WITNESS my hand and official seal. City Clerk OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Maintenance Agreement for JointUse of Access Road to Elementary School City Manager 6_64640007 Parcel Title Title or Type of Document Signer is Representing Nine City of San Juan Capistrano Number of Pages May 19. 1997 Date of Document James A. Fleming - CUSD Signer(s)Other Than Named Above CALIFORNIA ALL-PURPOSPACKNOWLEDGMENT • No.5907 State of ` ri c ec, County of rizll . On za I`l, I LIq-1 before me, Pa IJ0 �,T &Z, AbtrfU P&b&�j, DATENAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOIARY PUBLIC' f_ personally appeared NQYCIfSA . Fern a nl� NAM FSIGNER(S) ❑ personally known to me - OR - roved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized pgULq� �� capacity(ies), and that by his/her/their COMM,�1027'.t signature(s) on the instrument the person(s), Notary PulAc-California ORANGE COUNTY or the entity upon behalf of which the slw� Comm.Expires MAyl9.1998 person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE E OTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT �❑l INDIVIDUAL )C7 /) �2CQ�Q�10.D_/ri2it y-r LY CORPORATE OFFICER OnU jt U_" . d"-Lw t-tr)CLAk �j TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL _ ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR Elc,/�OTHER: / a&f 1nl c? 7 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSONS)OR ENTITY(IES) — SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 ki Legal Description: Parcel B That portion of the easterly 60 acres of Parcel "L"per 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 spike and washer at the southwest corner of said easterly 60 acres; thence along the westerly line of said easterly 60 acres N Odeg.03'02"W 37.45' to a point 40.00' north of the centerline of Camino del Avion; thence S 88deg.01'05"E 57.09' parallel with said centerline to the TRUE POINT OF BEGINNING;thence N ldeg.59'58"E 17.51' to the beginning of a curve concave westerly having a radius of 61.75'; thence northerly 30.28' along said curve through a central angle of 28deg.05'27"to a non-tangent line; thence along said line N16deg.07'21"W 57.71' to the beginning of a non-tangent curve concave to the east having a radius of 264.751and to which beginning a radial line bears S63deg.53'58"W ; thence northerly 120.37' along said curve through a central angle of 26deg.03'00"; thence N Odeg.03'02"W 351.00' parallel with the westerly line of said easterly 60 acres to the beginning of a curve concave southeasterly having a radius of 264.75'; thence northerly and northeasterly 415.87' along said curve through a central angle of 90deg.00'00"to the beginning of a reverse curve concave to the northwest having a radius of 235.25', a radial line through said beginning of reverse curve bears S Odeg.03'02"E*thence easterly and northeasterly 288.80' through a central angle of 70deg.20'17";thence N 19deg.36"41" 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'parallel with the northerly line of said Parcel "L" to a point which is 33.00' west of the east line of said Parcel "L";thence SOdeg.03'02"E 29.50' parallel with said east line; thence N89deg.19149"W 1078.37' parallel with said northerly line to the beginning of a curve concave southeasterly having a radius of 1.35.25'; thence westerly and southwesterly 291.76' along said curve through a central angle of 71deg.03'30','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 curve through a central angle of 10deg.40'36"to the beginning of a 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 non-tangent reverse curve concave to the west having a radius of 37.75', a radial line through said beginning of reverse curve bears N35deg.34'02"E; thence southerly 63.93' along said reverse curve through a central angle of 97deg.02'03"to the beginning of a compound curve concave northwesterly having a radius of 326.75'; thence southwesterly 46.82' along said curve through a central angle of Sdeg.12'34'; thence S39deg.11'21"E 13.00' to the beginning of a curve concave north and northwesterly having a radius of 339.75', a radial bearing through said beginning of curve bears S39deg.11'21"E; thence southwesterly and westerly 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.13'22"W; thence westerly and southwesterly 250.46'through a central angle of 89deg.49'40"; thence S Odeg.03102"E 259.78'; thence S89deg.56'58"W 77.00';thence S Odeg.03'02"E 15.45' to the beginning of a 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 bears N63deg.38'25"E; thence southerly 55.37' along said curve through a central angle of 28deg.15'50"to a non-tangent line;thence Sldeg.59'58"W 17.48'to a line which is 40.00' north of the centerline of Camino del Avion;thence N 88deg.01'05"W 50.50' along said line to the TRUE POINT OF BEGINNING. Containing 3.43 acres more or less. See Exhibit B attached hereto. 1Q1 LAND SU9G� BRUCE G. HALL No. 4743 F OF CN 9oa 0 o- �- $O D3 DZ E Z59?8 s m P rn SEE 5f 67, Ile.. 3 r= 5EE Sf/EET ,�/o. 2 B N N D � m �0 77.OD' O (� V � a EXHIBIT A � Q %Q d �0(oo � O,PEPflQEO BY•' ell M .� Z614vCE 6 /Wif(f � a.. GS 4743 ��QaoSBw SEp LAND SU9` o � BRUCE G. HALL No. 4743 T O N L= 30.Z8, VBB 0545" O V SB80/05E 50.50 /7�3' /!!88°M95"Al CAMIWO DEt XVZO c! Am o _Z ti Q� W A I 3�3 L � P ° 6ol '¢( � v wAv NO o X33 ZPAO)02 7°1 L=d9 S_3ct_B54 E jJq S'� v�j T� Q: e IU` 8i�3a, 1�` ?SIA Q6.8Z. � W •p 1�, Wvpo � � N W W a f/E Co,Q PCL "G" Ally G wr PGL 'Z w .5'89'/9�l9 E io.77.98" 3.ao .� 50'D302E 3�9 l'S �P z � W d� 'UO . � • • CHOP 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.) T:,e Purchase Price shall be paid by Buyer with payments from the Capistrano Unified School District\San Juan Capistrano Community Redevelopment Agency School Facilities Fund ("School Facilities Fund"), to be administered by Seller and applied toward the Purchase Price umil 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:\wpwM60\wpdoa4:usd4uadam4.y- 05/28/97 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. Terminatiou of We 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: olwpwwWwp&o \aud4.usdama.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 Obligations. The due performance of Seller of each and every material covenant, agreement or obligation to be performed by it hereunder. C. Accuracy of Representations and Warranties. All representations and warranties made in this Agreement by Seller are and shall be true and correct as of the Close of Escrow. D. Site Preparation. Seller shall have rough graded the Elementary School 664640007 Parcel. Seller has disclosed the following conditions regarding utilities on or about the Elementary School 664640007 Parcel: electrical power is stubbed out to the site at the perimeter, a water pipeline exists at the perimeter of the parcel, and a telephone line is present at the perimeter also. Buyer will be responsible for gas and sewer pipelines. E. Parcelization or Merger of the Elementary School 664640007 Parcel. Seller shall have taken all actions necessary to make the Elementary School 664640007 Parcel a single, legal parcel, or in the alternative, if appropriate, to provide for a lot line adjustment to merge the Elementary School 664640007 Parcel with adjacent property of Buyer. F. Review and Approval of Title. Buyer's approval or disapproval of the Exceptions (as defined below) to title for the Elementary School 664640007 Parcel. Buyer hereby approves the Exception pertaining to the Redevelopment Plan. Buyer shall object in writing to any Exception within ten(10) calendar days from either of the following, whichever is later: 1. Execution of this Agreement by Buyer and Seller; or from 2. Seller causing the Title Company to deliver to Buyer a copy of the "Report" (as such term is defined in Section 8 below) for the Elementary School 664640007 Parcel, together with legible copies of all recorded instruments listed as exceptions ("Exception") in the Report, prepared by First American Title Insurance. Should Buyer fail to disapprove of any Exception by delivering written notice of such disapproval to Seller and Escrow within said ten (10) days, specifying with particularity the matter(s) so disapproved, Buyer shall be deemed to have approved each Exception to title. Should Buyer timely object to any Exception, Seller shall have five(5) calendar days from receipt of such notice to give written notice to Buyer and Escrow either that Seller is unable to or unwilling to remove such disapproved Exception(s). After execution of this Agreement, Seller shall not voluntarily cAwpww6O\wpd=\cusdbusdam4.ye -3- 05r2M7 alter the condition of title to the Elementary School 664640007 Parcel except to remove any Exception. Seller shall have the right, but not the obligation, to remove any disapproved Exception(s) or provide assurances satisfactory to Buyer that such Exception(s) will be removed on or before the Closing. If Seller either fails to give such written notice to Buyer and Escrow within such five(5)calendar day period or notifies Buyer and Escrow that Seller is either unable or unwilling to remove such disapproved Exception(s), then Buyer shall have five (5) calendar days from receipt of such notice(or from the expiration of the five(5)calendar day period within which Seller was required to give Buyer written notice) to either give Seller and Escrow written notice of Buyer's waiver of such disapproved Exception(s) or of Buyer's election to terminate this Agreement. G. Environmental. Buyer shall not have elected to cancel Escrow and terminate this Agreement due to the environmental condition of the Elementary School 664640007 Parcel as discussed in Section 16 hereof. 6. Seller's Conditions Precedent. Seller's obligations under this Agreement shall be expressly conditioned upon the fulfillment or written waiver by Seller of the following conditions precedent: A. Performance of Obligations. The due performance of Buyer of each and every material covenant, agreement or obligation to be performed by Buyer hereunder. B. Accuracy of Representations and Warranties. All representations and warranties made in this Agreement by Buyer are and shall be true and correct as of the Close of Escrow. C. Maintenance Agreement. Concurrently with the Closing, Buyer and the City shall execute the "Maintenance Agreement" between Seller and Buyer dated May 19, 1997, attached as Exhibit "C", and incorporated herein by reference. The Maintenance Agreement shall provide for the joint maintenance of an access road which will provide ingress and egress to the Elementary School 664640007 Parcel. 7. Joint Conditions Precedent. The obligations of Seller and Buyer under this Agreement shall be expressly conditioned upon the fulfillment or written waiver by both parties of the following conditions precedent: A. Execution of Documents. The parties shall have executed the Grant Deed and Maintenance Agreement, and any other documents required hereunder, and delivered such documents into Escrow. cA-p-W60\-pdocs4uvd`cusdam4.Y- -4- 05/28/97 • 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 Policv. 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. Closin¢ 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 c:\wpwi i6O\wp&-kuz&-is&-4.y- —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 --nd 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 cAwp uv6o\wpd=Ncusd4,�4.yW -6- 05nsro7 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 nas been authorized to transact business pursuant to action of the City of San Juan Capistrano. B. Authority. Seller has full right, power and lawful authority to acquire, grant, sell and convey the Elementary School 664640007 Parcel as provided herein, and the execution, performance and delivery of this Agreement by Seller has been fully authorized by all requisite actions on the part of Seller. C. No Conflict. To the best of Seller's knowledge, Seller's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Seller is a party or by which it is bound. cAwp Nco\wya— 4.y- -7- 05ns97 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." cAwpw-60\-pdoca`n+�.Y- -8- 05128/97 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. cAvgnvn60\wpdo \aja&c4sdam4.ye -9- 05/28/97 D. Buyer's Investigation of the Elementary School 664640007 Parcel. The Buyer shall have the right, at its sole cost and expense, to engage its own environmental consultant to make such investigations as Buyer deems necessary, including any "Phase 1" or "Phase 2" investigations. To date, the Buyer has contracted for and has received a report dated September 27, 1996, prepared by NMG Geotechnical, Inc. in which the Elementary School Site was screened for pesticides in near-surface soils. The report concluded: "According to U.S. EPA, Department of Toxic Substances, the Preliminary Remedial Goals for residential soils for DDD,DDE, DDT are 1.9, 1.3, and 1.3 ppm, respectively. The PRG's for Aldrin and Dieldrin are 0.026 and 0.028 ppb, respectively. Therefore, the concentrations onsite of each of these analytes are much less than those that would require remediation as defined by the state. Based on conversation with Dr. Stanford Smucker, Regional Toxicologist for the U.S. EPA, the levels of contaminant found onsite are considered low and should not require remediation even for a school site." E. No Further Warranties As To Elementary School 664640007 Parcel Except as otherwise provided herein, the physical condition, title to the Elementary School 664640007 Parcel is and shall be delivered from Seller to Buyer in an "as-is" condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Elementary School 664640007 Parcel for the development purposes intended hereunder. To the extent authorized by contract or law, the Seller shall assign to Buyer all warranties and guaranties with respect to the environmental condition of the Elementary School 664640007 Parcel, if any, that the Seller has received from prior owners of the Elementary School 664640007 Parcel. F. Release by Buy. 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: cAwpwin60\wpdo kUSd%v9dam4.ye -10- 05/2"7 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 Aeent. Escrow Agent is authorized to, and shall: A. Pay and charge Buyer and Seller for their respective shares of the premium of the Title Policy as set forth in Section 8 and any amount necessary to place title in the condition necessary to satisfy Section 5.F. of this Agreement. B. Pay and charge Buyer and Seller for their respective shares of any escrow fees, charges, and costs payable under Section 17 of this Agreement. C. Pay and charge Buyer for any endorsements to the Title Policy which are requested by the Buyer. D. Disburse funds, and deliver and record the Grant Deed, when the Conditions Precedent to Closing have been fulfilled or waived by Buyer and Seller. E. Do such other actions as necessary, including obtaining the Title Policy, to fulfill its obligations under this Agreement. F. Within the discretion of Escrow Agent, direct Seller and Buyer to execute and deliver any instrument, affidavit and statement. G. Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S c:\wpwi*60\wp&oc c�4.y- -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 sale of the Elementary School 664640007 Parcel and shall supersede all prior correspondence, agreements and understandings on this transaction, both verbal and written. 23. Notices. All written notices required to be given pursuant to the terms hereof shall be either delivered by hand delivery or deposited in the United States mail first class, postage prepaid and addressed as follows: Seller: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: Executive Director Buyer: Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Attention: Deputy Superintendent, Administration c:\wpwin60\wpdo \=sd4vsdam4.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. Invalidityof 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 container in this Agreement shall be effective unless fully set forth in writing and executed by both Buyer and Seller. 30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 31. Survival of Provisions. The representations, warranties and agreements set forth in this Agreement will remain operative, will be deemed made at the Close of Escrow, and will survive the Closing and the execution of delivery of Seller's Grant Deed and will not be merged in Seller's Grant Deed. c:\.pwuMXwpd�\,,.a\c«dawA.yW -13- 0512sro7 IN WITNESS WHEREOF, the parties hereto have executed one or more copies of this Agreement as of the day and year first above writt-n. Seller: Bum SAN JUAN CAPISTRANO CAPISTRANO UNIFIED SCHOOL DISTRICT COMMUNITY REDEVELOPMENT AGE By C) ZVje6)jge Scarb6fough j4nes A. Fleming Executive Dir for Superintendent Dated: Dated: ATTEST: ATTEST: Cheryl John Agency Secretary District Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: PARKER, COVERT& CHIDESTER Jo R. Shaw 1 Agency Counsel Douglas N. YeoritAn Special District Counsel c:\wpwin60\wpd=\msd4.usdam4.ye -14- 05/29/97 _ fn- � , / .• 1111 �I �I o , 00 I 11 I� r (l ;, O O• p .�' "� sib—' °;! / I om 1 _ °m° Bf I A4: 92 l Ae v� 6 I Apr114,1997 10:44 AM From: Brut )all Fax#: 714$40-43M PaQ•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 mangle 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 Odeg.40'11"E;thence southwesterly along said curve through a antral angle of 71deg03'30"an an;distance of 328.34';thence on a tangent line S 19deg36'41"W 104.91'to the beginning of a tangent crave concave to the northwest having a radius of 235.25';thence southwesterly along said curve through a central angle of 70deg20'17"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 bean N 89deg,56'58"E; thence on the prolmgation of said radial 8.58'to the westerly line of the easterly 60 acres of said Pawl"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. EXHIBIT "A" (Page 2 of 3) W ti69a V Cy L/.d6 fCL C ia33 „ ,QS Z/3B M h czy� X1/99%9 a9 All 4 0 ao 925' .. PARCEL A P 26Q 75' q� � L=92636' W_ .o EXHIBIT A • W v �O d=�°ZO i7" v �j D Y=23525' L=28d9� .v Q,?E�A2E0 BY' 3 D C>OCOEF/ TK/,M6GE G4�/O >r!/QIiEYiNG p LAND P057 �D d=5bo0oa' BRUCE G. HALL W57A TWbc- 9119B3 2=2G�n' �u9J ,d,3i-oioQ 4r4ei687' * ew 9-5.x99 No.4743 �! I Ile 713-6156 E(.Paa) B.sB' LSQ>a3 I REAL PROPERTY PARTITION AGREEMENT O �� THIS REAL PROPERTY PARTITION AGREEMENT (this "Agreement") is entered into this�day of T,l , 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"). RECITALS 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. I 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: 1. 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. a\wpwin60\wpdoc\c d\parilio.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 corporation By: David M. Swefdlin, Mayor ATTEST: By: Cheryl John on, ty Clerk APPROVE AS TO FORM: B . Johr. Saw, City Attorney AGENCY: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and olitic By: Wyatt H , Chairman A EST: Cheryl John n, 4ency Secretary APPROVED AS TO FORM: Jo R. Shaw, Agency Counsel c:\wpwin60\wpdocs\cus4ariitio.ag -2- 04/10/97 POR SEC. /l B POR. S!/2, SEC. 12, T. B S, R.B W. 10 18 N7ER , 'C It-6-t + b 1 > A`i.1.0, 4. rt 43 % I e F" 1694 AC DEL 09/SPo I r t uw[ru t,[t t t+ f ELfMENURY SCHOOL la '-y •l uwt++r/1,s.w114• ftt rtJY MARCO F FORSIER I^ - C'' 4CV4 ✓R HIM SCHOOL o' r: y II v p 44I' c•:. A.S- t- 31/3I I' R S 6i - 9 �" n t. S. r-6 •� I 'C Z MAMMAL MAP /3.17 AC i `' r-3 400 -- d IIN t` I 4+ •16 AC n r_ PM zs-7 o w 668-�I o 668 -02 AYEDA M RAI. _ -K/NLEY PEOREDAC YE AS PER ,. --'»l EEOS 29/399 ' 668-Ia i L MAP /"=200' Ida 14113 4RCH /95/ " VOTE - ASSESSOR'S BLOCKS ASSESSOR'S MAP O PARCEL NUMBERS BOOK 121 PAGE 19 SHOWN 1N CIRCLES COUNTY OF ORANGE 87 .) ATTACHMENT "1" (Page 2 obi 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 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 as shown on Record of Survey No. 97-1020, in the city of San Juan Capistrano, County of Orange, State of Cahfomia,except the following described parcel: PARCEL A. Begiunkg at a I"iron pipe at the most northwesterly comer of said easterly 60 acres;thence S69deg.14'53"E 629.88' along the northerly lime of said Parcel"L"to a 2"iron pipe at an angle point in said northerly lime;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.40'1 I"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.36'4I"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 Ike 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, California 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 are 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"I"attached hereto. Prepared by- LAND yLAND SU9G Golden Triangle Land Surveying Inc. F BRUCE HALL 811 Hitching Post Rd. G. �� Vista, California 92083 y * C-W y,_ 5� I r 619-631-0104 Jul No. 4743 Bruce G.Hall PLS 4743 PCL L '2S Z/.m 0.9 Ze5 PCL 'i" /9¢//' 87' 25 ZA& so°do'ii"w!e) `V 0-7i�b3'3p•' 9.25' .e-2GQ7S" N �I9QCEL ,4 L=3Zd.3Q' 0 7.25"-`,trzes 52.63%gceFs N � 8.58' a d ,E/8d°53'07k/27.�/ • s2y cra/E ,�L •'L•' --- ------------ --------------- - nr� p 1 Parcel . LEGEND (7. 24 Acres) mi I� � I I• no i ioil MJ F3I I� A3 4JBi e Ipa'e° •S -N'� __ __rhe° 030 �I I c p{I 9 i �_ jl �,■�°° enejQj 52 0 SPORTS PARK AND AGRICULTURAL PRESERVE CITY OF - April 4,1997 10:44 AM From: BrAiall Fax#:714$40-43M PaQ&2 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 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 lite S Odeg. 40'l l"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 Ode&40'l 1"E;thence southwesterly along said curve through a central angle of 71deg.03'30"an arc distance of 328.34';thence on a tangent live 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 ouve through a central angle of 70deg.20'17"an arc distance of 288,80'to the begirming 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 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. e-e Exhibit"A"attached hereto. Attachment 111" (Page 2 of 3) I 4PL9 s� .946' I »a� �✓ndep�1tl dp (aav��Bs,9s,6pir a` 60LY' N 66-04.6 dxa t961y_7 �Aal6 d12Y,7 a2s/l °� Od l sod `fir16,2z, Ag ��S H `J �JnQ �+`C 000v as'v ONtlI � � szy&z=a' o d oZ,ct=p lIOIHX3 ✓baa/ N l� �`• �� /9 X.6//Y J1 C 3E91E=7 '° w .426 w //a,*0/y p W .P�6zj 9k/Z 5y �fsl'069 . T 2.V -9r/2 ,�71Y 0 9•od 0 0 0 PY $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. a� Anes A. Fleming, Superintendent cAwpwin60\wpdo \cuadw�4.yw 05/28/97 0 PROMISSORY NOTE C 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 I 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 Rem 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. Owpwin60\vgxt c buxd4iisdam4.ye 05/28/97 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, ais agency By: James A. Fleming, Superintendent APPROVED AS TO FORM: Douglas N. Y4dman for Parker, Covert& Chidester Special District Counsel APPROVED A,%TO FORM: John R. w, Agency Counsel cAwpwinco\wpd=\vj&dcusd.nw,ye -2- 03/28/97 , . • • COPY 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 m 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 I -�ssee 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. cA\ pwin60\wpdo \c�sd=4.yw 05/28/97 1.5 Renewal of Lease.The twenty-five(25)year term of this Lase may be extended for an additional 25-year period providing that Lessor reviews and approves a request for an additional 25-year term as proposed by Lessee. ARTICLE II. CONSTRUCTION AND OWNERSMP 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); (n) City-added backflow system; (iii) City added security wood rail fencing(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 constriction, 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 home 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 furniture, fixtures and equipment (collectively, "FF&E") that are made, constr,cted or placed on or in the Premises by Lessee, and all changes, alterations, improvements and adomtions to the FF&E shall become the property of Lessee upon expiration of the term of the Lease, or upon termination thereof. ARTICLE III. 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 Agrwment 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 tern 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 c1wpwin60\wp&m\omft a 1am4.yw -2- 05/28/97 option term shall be One(1)Dollar per year, payment of which may be waived by mutual agreement of the parties. ARTICLE TV. 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. Lessors 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. Lessors 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. 0-rw-60\wpdorskudwuduM.y- -3- OVUM (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 lien 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 (15)days written notice 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 cAwpwinW\wpd=%o=dWusdawA.ye -4- 05/2&97 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 carried out by the injured party under such insurance. Lessee shall,upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier 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 VIII. ASSIGNMENT AND SUBLETTING 8.1 Assignment to City of San Juan Capistrano. Lessor and Lessee agree that Lessee shall be permitted to assign this lease, 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. c:\wpwm6o\wpd—,-ud4u. 4.y- -5- 05/2"7 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 c:\-F-nWwpdoa4a�.Y- -6- 05/28/97 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 Lessors 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 parry 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 Term 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:\wpww60\wpd=\mud4u9dam4.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 OLner 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 enerny,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 r\wpvmM\wPaom`a.acusdm4.yw -8- 05nsro7 or covenant contained herein shall not be deemed a waives of such tern, 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. cAwpwu"6 wpdu %Pw&audurv6.ym -9- osnsim 15.7 Successors and Assigns. This Lease and the covenants Rnd 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 thv 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 fiill 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. cAv,pwwMXv K10 \andVxmd=A.ye -10- 03/2"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 J es A. Fleming, Superintendent ATTEST: District Secretary APPROVED A-S�TO FORM: Dough N. Yeoman for Parker, Covert & Chidester Special District Counsel LESSEE: CITY AN JU C/APIS,TRANO Dated: B G rge car rough, City Manager ATTEST: Cheryl John C Clerk APPROVED AS TO FORM: John It Shaw, City Attorney cAwpwm60hwpdocskus&uedem4.ya -11- osnaim 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: Beginning at the centerline intersection of Camino Capistrano and La Zarya Stmet;thence N 81deg.36'08"E along the centerline of La Zanja Street 30.49'to the most westerly comer of said Pared Map and the TRUE POINT OF BEGINNING,thence along the centcfvre of La Zaoja Street N S Ideg36'08"B 235.68';thence leaving 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;d mw along the westerly line of said Pared Map N22deg.47'08"W 385.53'to a an angle pout in said westerly hoe;thence along said westerly line N1?*&44'56"W 35.12'to the TRUE POINT OF BEGINNING. See Exbl*A LAND G J BRUCE G. HALL o?, t �!} N&4743 OF CA� 91) 3,?y- EXHIBIT "A" (Page 2 of* IA/B/�36OBE rAW iO/A17' OF 6ec-,1AGI//.dls Nei3sgeE 2as�. 9(1-4 ZA,t/✓A ST• v A' � h 3 � w w 4 PR+RC6Z w vw Z. /2 .gcRE w N V S?oY2'tB7V L34oB' �. Nnl.� �o GOGOE,f/ 7Q/,9AlGLE 9-i0-9y * B// k/7C/// POST 20 Y/574, C'Ac/F 9ZO83 C6/9) G 9/O/04 Na 013 p� c� 5-z6.97 �aueE ,dACC �s a�a3 EXHIBIT A COPY 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 Rtdevelopment 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:\wpwm60\wpd"-4uKkusdanAy- -1- 05ns97 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. cAwpwin6o\wpmoNnudWux6na.ym -2- 05n"7 (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 fiuther 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, it 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 Million 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; c:\wpwu*0\wpda a\an&cv�.yw -3- 05128/97 (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 sl.dll a.n 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 cAwpwvM\wp&m\=adtuw1am4.ye 4- 05/29/97 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 EWROVEMENT 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 lgreement. 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 period. 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 cAwpwin60\wpd=\mWc m4.yw -5- 05/28/97 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. cAvjrmn60\v Wa \v,9dWuK1a 4.yw -6- 03/29/97 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 parry. 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 harmless 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: cAwpwv"%v,pd=%Pjdkvedsm4.yw -7- 05/29/17 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 All 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 succes-.:r 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:\wpwuM\wpd=NanduaudenAyw -8- 03/28/97 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 D72� T, a publ'c agency By: G , Jarhes A. Fleming Superintendent ATTEST.`1 By: c�� District Secretary c.'4pww604pdo-kuKkusdam4.y- -9- 05/28/97 APPROVED AS TO FORM: PARKER, COVERT& CHIDESTER 1 By: Douglas`3 . Yeo Special District Counsel AGENCY: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPME T AGENCY, a public body corpo t nd pol' G Yrg car ough, Executi hector ATTEST: Cheryl Johns , AgWncy Secretary APPRO D AS TO FORM: John . Shaw, Agency Counsel CITY: CITY OF SAN JUAN CAPISTRANO, a Califo ' municip rporation By: eo a rbo gh, City anage ATTEST: By: Cheryl John , CoClerk APPROVED AS TO FORM: By: John haw, City Attorney cAwpwu,so\wpd« %mme4vsdam4.yw -10- 05/2M7 "City Copy" AMENDED AND RESTATED AGREEMENT FOR COOPERATION / -II BETWEEN THE CAPISTRANO UNIFIED SCHOOL DISTRICT AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY AND THE CITY ` . OF SAN JUAN CAPISTRANO / Ij 1. PARTIES AND DATE 1.1 This Amended and Restated Agreement is entered into this 7th day of January 1986 by and between the CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency ("District") , and the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Agency") and the CITY OF SAN JUAN CAPISTRANO, a Municipal Cor- poration ("City") , and amends and restates that certain AGREEMENT FOR COOPERATION BETWEEN THE CAPISTRANO UNIFIED SCHOOL DISTRICT AND THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY dated March 5, 1985. 2. RECITALS 2. 1 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 estab- lishes the San Juan Capistrano Central Project Area ("Area") pur- suant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq. ) for the redevelopment, replan- ning and redesigning of certain blighted areas within the City of San Juan Capistrano which require redevelopment in the interest 1 0 of health, safety, and general welfare of the City of San Juan Capistrano. 2. 2 District on the one hand and Agency and City, on the other hand, wish to enter into this Amended and Restated Agree- ment for Cooperation between themselves to provide mutual aid and assistance in the redevelopment of certain areas of the City through the acquisition, relocation, and construction of public school facilities and other public facilities . More specifically , and subject to the conditions described hereinafter, Agency, City and District wish to cooperate in con- nection with the following redevelopment activities. (a) Redevelopment of portions of San Juan School cur- rently owned by the District (hereinafter "Commercial Portion of the San Juan School Site" ) in conjunction with the public right of way immediately south of the San Juan School site identified as "Spring Street" , and with that certain parcel immediately south of the Spring Street right-of-way (hereinafter "Parcel 1") , all as shown on Exhibit "A" attached hereto and incorporated herein by reference (collectively referred to herein as the "Commercial Site" ) , as a single unified commercial development similar to the commercial development provided for in the pre- viously approved Downtown Master Plan, which redevelopment would include a reorientation of those portions of San Juan School to remain in school use from Spring Street toward Buchheim Field, including construction of new buildings replacing the 2 kindergarten and the child care center located on the Commercial Portion of the San Juan School Site. (b) The conveyance to the Agency of Buchheim Field and portions of San Juan School (hereinafter "Recreational Portion of San Juan School Site") (the legal description of Buchheim Field is attached hereto as Exhibit "B" and the general identification of the Recreational Portion of San Juan School Site is attached hereto as Exhibit "C") ; the relocation of the District' s Regional Occupation Program ("R.O.P. ") located at Buchheim Field to a per- manent site provided, however, District shall have the right to approve any such site and no relocation may occur until the District 's approval has been first obtained; and the use of Buch- heim Field and the Recreational Portion of San Juan School for joint recreation and physical education uses by the City and the District. (c) Conveyance of a portion of the Capistrano Elemen- tary School Site (legal description attached hereto as Exhibit "D" [intent to include area nearest library and tennis court, designated Parcel A] ) to Agency, said site to be conveyed by Agency to the City for the construction of a City Hall and suitable parking. (d) Conveyance of that remaining portion of the Capistrano Elementary site (legal description attached hereto as Exhibit "D" [intent to include area now utilized for existing District activities, including field, designated Parcel B] ) to 3 1 Agency with a lease-back of the site to the District; the ul- timate relocation of existing adult education and continuation school facilities to a permanent site to be acquired by Agency for District; development upon said portion the Capistrano Elementary School site by Agency of public facilities which may include a performing arts center, museum, fine arts facilities , data processing center, and/or other public or quasi-public uses, unless otherwise mutually agreed. (e) The financing and construction by Agency of a Dis- trict owned Sports Center consisting of a standard size gymnasium for a student body enrollment of 2, 000 and a minimum 50 meter competition size swimming pool at Capistrano Valley High School ("C.V.H.S. ") . 2. 3 District, Agency, and City recognize the need to provide adequate public school facilities and other public serv- ices and amenities , as described hereinafter , to serve the Project Area. District, Agency, and City 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 and other public facilities . Accordingly, it is the purpose of this Agreement to create a cooperative relationship among the Agency and City and District to provide for the implementation of projects which are a mutual benefit to Agency, City and District and the community at large by utilizing the combined resources of the Agency and the 4 District to carry out the goals of the Redevelopment Plan and of the District. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein , the parties hereto agree as follows : 3. SAN JUAN SCHOOL 3 . 1 The District shall cooperate with the Agency to promote the development of the Commercial Site as a single unified, high intensity commercial development. To this end, District shall : (a) Permit the Commercial Portion of the San Juan School Site to be included within the redevelopment plans for the Commercial Site; (b) Assist the Agency in securing a developer for the redevelopment of the Commercial Site; (c) Support all applicable provisions of the City 's general planning and design constraints in connection with redevelopment proposals; (d) Authorize City, Agency and/or developer to file necessary and appropriate applications for land use approval in connection with those portions of the San Juan School Site which are included in the Commercial Site; (e) Assist City , Agency and / or participating developers with appraisals , legal descriptions of property, 5 • prospectus , site access , surveys , soils tests , and related predevelopment activities in connection with the Commercial Site; (f) Share equally any costs associated with the above redevelopment activities not otherwise paid for by participating developers, provided that both parties mutually consent to incur- ring such costs. Agency and District may each recover its share of any costs mutually agreed upon from Fund No. 2 , as such Fund No. 2 is hereinafter described; (g) Convey the Commercial Portions of the San Juan School Site to Agency in accordance with Section 3 . 6 hereof. 3.2 Agency will promote and encourage proposals for the redevelopment of the Commercial Site and, in the event a proposal is approved by the District and Agency, enter into a Redevelop- ment Agreement pursuant to which the Developer will acquire Spring Street, the Commercial Portion of the San Juan School Site from the Agency and title to Parcel 1; provided, however, Agency shall not be required to compel the improvement of Parcel 1 without the consent and cooperation of the owner of Parcel 1. 3. 3 Agency shall prepare a master plan of development (hereinafter "Master Plan of Development") which shall establish standards, guidelines, the general development scheme, and inter- relationship among the following projects : (a) The Commercial Site; 6 (b) The reorientation of San Juan School from Spring Street toward Buchheim Field and the necessary refurbishment thereof, including construction of new buildings to replace the kindergarten and child care center buildings located on the Commercial Portion of the San Juan School Site , as may be mutually agreed upon by the parties hereto; (c) The redevelopment of Buchheim Field and the Recreational Portion of San Juan School Site (Little League fields) to be included in a recreational and physical education facility to serve the City and the District as may be mutually agreed upon by the parties hereto. 3.4 District shall cooperate with and provide assistance to the Agency in developing a Master Plan of Development and shall have the right to review and approval of any Master Plan of Development, which approval shall not be unreasonably withheld, provided that the master Plan of Development and the standards and guidelines contained therein provide for the redevelopment of the Recreational Portion of the San Juan School Site, Buchheim Field, and the Commercial Site in a manner generally consistent with the terms of this Agreement. 3.5 The District shall have the right to review and ap- proval of any proposed Disposition and Development and/or Owner Participation Agreement ("Redevelopment Agreement" ) between the Agency and a developer in connection with the redevelopment of the Commercial Site , the reorientation of the Recreational 7 i Portion of San Juan School Site toward Buchheim Field, and/or the redevelopment of Buchheim Field and other portions of San Juan School as community recreational facilities, which approval shall not be unreasonably withheld , provided that any such Redevelopment Agreement provides for redevelopment in a manner generally consistent with the terms of this Agreement and the Master Plan of Development. 3. 6 At the request of the Agency, but no later than ten ( 10 ) years after execution of this Agreement, District shall declare as surplus property, and convey the Commercial Portion of the San Juan School Site (legal description of which shall be determined in conjunction with and as part of the Master Plan of Development) to Agency, provided that Agency is then in a posi- tion to concurrently convey the Commercial Portion of the San Juan School Site to a Developer pursuant to an approved Redevelopment Agreement, and which agreement permits the District to meet the requirements of Education Code Section 39500. The proceeds of such sale to a Developer shall be placed in a special interest-bearing fund entitled, "Capistrano Unified School Dis- trict San Juan Capistrano Community Redevelopment Agency Capital Improvement Fund No. 1" (hereinafter "Fund No. 1") , to be ad- ministered by the Agency. 3. 7 Precedent to or in conjunction with the conveyance of the Commercial Portion of the San Juan School Site to Agency, Agency shall have acquired Spring Street from the City and shall convey same to Developer pursuant to the Redevelopment Agreement 8 for the redevelopment of the Commercial Site. The proceeds of said sale to Developer shall be placed in Fund No. 1. 3. 8 Those portions of the San Juan School Site not conveyed to Agency for redevelopment pursuant to Section 3 . 6 of this Agreement and the Recreational Portion of the San Juan School Site to be redeveloped as City and District recreational and physical education facilities in conjunction with Buchheim Field shall be refurbished and reoriented away from Spring Street and toward Buchheim Field at no expense to the District, in accord- ance with the Master Plan of Development prior to or in conjunc- tion with the commercial development of the Commercial Site. 3. 9 The interest earned on the funds deposited in said Fund No. 1 and any principal unless previously pledged as hereinafter provided, shall be expended for the benefit of District, upon request by the District , in accordance with this Agreement. Agency may incur debt to finance its obligations pursuant to this Section 3 and pledge interest earned on the funds deposited in Fund No. 1 as a source of repayment of such debt and pledge the principal thereof as collateral. Should the interest from the proceeds of sale deposited in Fund No . 1 be insufficient to finance its obligations pursuant to this Section 3 , Agency shall provide any additional funds necessary to meet its obligations. All work shall be done and improvements made and completed in compliance with all federal , state, and local requirements . The District shall approve all plans and specifications for any projects to be undertaken hereunder, which projects the School 9 District will utilize to fulfill its educational responsibilities. 3.10 Should Agency fail to develop a Master Plan of Develop- ment (as provided by Section 3. 3) within five (5) years of execu- tion of this Agreement or fail to request conveyance of the Com- mercial Portion of the San Juan School Site within the time period and under conditions specified in Section 3 . 6 , the Dis- trict at its sole discretion, may, upon written notice, terminate this Agreement with respect to the San Juan School Site and neither party shall have any rights or obligations with regard to this Section 3. 4. BUCHHEIH FIELD 4.1 Following completion of the Master Plan of Development, as provided for by Section 3.3 of this Agreement and approval of same by District, but in no case later than ten (10) years after execution of this Agreement, the District shall at the Agency' s request convey title to Buchheim Field and the Recreational Por- tion of the San Juan School Site to be developed for recreational purposes, free and clear of all liens and encumbrances excepting a power of termination on conditions as described in Section 4. 7, the exact boundaries and legal description of which shall be determined in conjunction with and as part of the Master Plan of Development. 10 4. 2 Upon conveyance of title to the Agency, the Agency shall undertake redevelopment of all or portions of Buchheim Field and the Recreational Portion of the San Juan School Site, in accordance with the Master Plan of Development prior to or in conjunction with the commercial development of the Commercial Site and the reorientation of San Juan School toward Buchheim Field. 4. 3 Any redevelopment activities undertaken by the Agency on Buchheim Field and those portions of the Recreational Portion of the San Juan School Site to be redeveloped for recreational purposes shall meet the following requirements: (a) The District and other appropriate agencies shall approve all plans and specifications; (b) Schedule or work shall be developed and approved by the District to assure minimum disruption to the educational responsibilities of the District and to the activities of San Juan School . 4. 4 Subsequent to conveyance of the title in accordance with Section 4.1 , the District shall have the right to control and approve of activities on Buchheim Field and the Recreational Portion of the San Juan Site during school hours. 4.5 Agency may undertake redevelopment of parts of Buchheim Field without relocating the R.O.P. provided such development ac- tivities do not interfere with the activities of the R.O.P. ; however , by no later than twelve (12) years of execution of this 11 Agreement Agency shall convey to District a permanent site free and clear of all liens and encumbrances of not less than five (5) acres approved by District and relocate the R.O.P. buildings and parking to that site, the expenses of which shall be the obliga- tion of the Agency, in conformance with the provisions of Section 2. 2 (b) . 4. 6 Should Agency fail to develop a Master Plan of Develop- ment (as provided by Section 3. 3) within five (5) years of execu- tion of this Agreement, or fail to request conveyance of Buchheim Field and the Recreational Portion of San Juan School Site within the time period specified in Section 4. 1, District may at its sole discretion upon written notice terminate this Agreement with respect to Buchheim Field and the recreational portion of the San Juan School Site and neither party shall have any right or obligations with regard to this Section 3. 4. 7 Should Agency fail to convey to District a permanent site for the R.O.P. and relocate the R.O.P. as specified in Sec- tion 4.5 within the period therein specified, the District may at its sole discretion upon written notice terminate this Agreement with respect to Buchheim Field and the recreational portion of the San Juan School Site and title to that property, along with all improvements , conveyed pursuant to Section 4 . 1 shall be sub- jected to the power of termination held by the District neither party shall have any rights or obligations with regard to this Section 4. 12 5. CAPISTRANO ELENENTARY SCHOOL SITE 5. 1 Following the execution of this Agreement: (a) The Agency and/or City may commence master plan- ning all or portions of the Capistrano Elementary School Site for City Hall , museum, cultural center and/or public institutional uses including adequate parking in that portion of the site described in Section 5.1 (b) . (b) The Agency shall simultaneously request title to both portions of the Capistrano Elementary School Site designated in Section 2 . 2 (c) and Section 2. 2 (d) within six (6) months fol- lowing approval of the State Agency described in subparagraph (c) hereof; (c) The District shall , upon the Agency ' s request, forthwith subject to State Agency approval convey title to said portions of the Capistrano Elementary School Site described in Section 5 . 1 (b) free and clear of all liens and encumbrances, ex- cepting powers of termination held by the District on conditions as described in Sections 5. 8-5 . 10 provided however in the event District fails to receive State agency approval or is otherwise legally prohibited from conveying the Capistrano Elementary School Site to Agency this Agreement with respect to that Site shall be terminated and neither party shall have any rights or obligations with regard to this Section 5 . 13 5. 2 Upon conveyance of titles to the Agency: (a) The Agency shall lease to the District for One Dollar ($1. 00) per year Parcel B designated in Section 2. 2 (d) for the purpose of the District continuing its adult education/continuation school and other functions. The District shall have sole discretion in determining use of the leased property in conjunction with the educational program but said use shall be compatible with Agency/City use of Parcel A as described in Exhibit "D. " The Agency shall maintain the exterior of all permanent structures and grounds of the leased premises and the District shall maintain the interior of such structures and pay for all utilities. The lease of Parcel B shall continue in ef- fect until such time but not to exceed twelve (12) years as the adult education/continuation school , and other functions can be relocated to a permanent site as otherwise provided by this Agreement. (b) The Agency/City may forthwith cause the construc- tion of a City Hall upon the Capistrano Elementary School site within Parcel A described in Exhibit "D" ; however , under no circumstances may construction commence on a City Hall without simultaneous commencement of construction on the gymnasium described in Section 5. 4 (a) . 5. 3 Agency shall construct or cause the construction of the "Sports Center" at Capistrano Valley High School , said "Sports Center" to be owned by District. Upon completion of the 14 Sports Center, the City, if it so requests, shall be offered priority use after the needs of the District are met. 5.4 Construction of the Sports Center may be accomplished in two phases . (a) Phase I shall consist of a gymnasium of sufficient size to accommodate a student population of 2,000. Agency shall commence plans for the gymnasium as soon as State Agency approval for the conveyance has been achieved and shall proceed forthwith with construction following approval of the plans by the District and the State. Such construction shall start no later than three (3) years after State Agency approval for the conveyance of the Capistrano Elementary School Sites described in Section 5.1 (b) . (b) Phase II shall consist of a fifty (50) meter com- petition swimming pool, construction of which shall commence, and thereafter proceed forthwith, not later than the tenth year fol- lowing conveyance of title to the Capistrano Elementary School Sites from the District to the Agency; however, under no cir- cumstances may construction commence on Parcel B , Exhibit D, without simultaneous commencement of construction of the swimming pool . 5. 5 The Agency shall utilize the Capistrano Elementary School Sites (Exhibit D, Parcels A and B) for public and quasi- public uses . While any public or quasi-public use may be per- mitted at the discretion of the Agency, the Agency shall give preference to the following uses : Parcel A, City Hall ; Parcel B, performing arts center, museum, cultural center; and/or community 15 exhibit and conference facilities as well as other uses which the Agency determines to be compatible and/or necessary to support the preferenced public uses established on the site. The Agency may condition any joint use rights on agreements to participate financially in the development and/or maintenance of any facilities on the site. 5. 6 Prior to any new development on the Capistrano Elemen- tary School Sites, (Exhibit D, Parcels A and B) , and no later than five (5) years after execution of this Agreement, the Agency shall prepare a master plan for the site (hereinafter "C.E.S. Master Plan") including a study to fully explore potential for uses herein identified as preferred. The District shall have a representative participating in that study and master plan. Such study shall include the feasibility of renovating existing structures on the site, the adaptability of existing structures for the uses permitted and contemplated by the C.E.S. Master Plan , and a cost benefit analysis of the proposed uses . In addition, the study shall consider the ability of the site to ac- commodate the construction of new facilities. In this regard, the siting of a performing arts center shall be given preference. In the event it is determined from the study by both the Agency and the District that a performing arts center is detrimental or otherwise inappropriate to the proper development of the site, the Agency and the District mutually pledge to use their best ef- forts to locate and secure an alternative site for a performing arts center, irrespective of the location of a performing arts 16 • i center, the Agency and the District mutually pledge their best effort to secure suitable financing for the construction of the facility. The District may utilize Fund No. 1, Fund No. 2 and/or any other revenue or funding source available to the District to undertake this task and/or participate in the actual construction of the facility itself. The Agency may pledge tax increment or utilize other funding and revenue sources available to the Agency to undertake this task and/or to participate in the construction of the facility itself . Further , and not as a limitation thereon, the Agency and the District may exercise joint powers authority, establish non-profit corporations, or enter into other similar arrangements as may be mutually agreed upon. 5 . 7 Prior to implementation of the C.E.S. Master Plan as to Parcel B, Agency shall convey to District a new site of acreage free and clear of all liens and encumbrances equal to that which is conveyed by District (includes Parcels A and B and Library site , Exhibit D) , said site to have completed comparable facilities for District ' s then existing activities , provided however, District shall have the right to approve any such site and facilities and no relocation may occur until the District ' s approval has been first obtained. Equal acreage shall be defined as not less than 9 .5 acres and comparable facilities shall be defined as a minimum of 24, 900 square feet, suitable for student educational purposes. 5. 8 Should Agency or City fail to commence and proceed forthwith construction of the gymnasium within the three (3) year 17 period described in Section 5. 4 (a) , title to Parcels A and B, Exhibit "D" shall be subjected to the power of termination held by the District, and the District may at its sole discretion, upon written notice terminate the provisions of this Agreement with respect to the Capistrano Elementary School Site and neither party shall have any right or obligation with regard to this Sec- tion 5. 5 . 9 Should Agency or City fail to commence and proceed forthwith construction of the swimming pool within the ten (10) year period described in Section 5. 4 (b) , title to Parcel B, Ex- hibit "D" , shall be subjected to the power of termination held by the District, and the District may, at its sole discretion upon written notice terminate the provisions of this Agreement with respect to Parcel B. In the event Agency or City fail to meet the above condition for construction of the swimming pool , the City shall be obligated to convey to the District a 2.5 acre site free and clear of all liens and encumbrances, provided, however, the District shall have the right to approve any such site . Thereafter, neither party shall have any right or obligation with regard to this Section 5 . 5.10 Agency shall convey to District a new site as described in Section 5. 7 within twelve (12) years of the execution of this Agreement or title to Parcel B, Exhibit "D" , shall be subjected to the power of termination held by the District, and the Dis- trict may, at its sole discretion, upon written notice terminate the provisions of this Agreement with respect to Parcel B and 18 neither party shall have any right or obligation with regard to this Section 5. 5.11 Upon completion of all conditions and duties herein by Agency or City, i.e. , completion of the Sports Center described in Sections 5. 3 and 5. 4, and conveyance of a new site of equal acreage and completion of new facilities of square footage com- parable to the Capistrano School as described in Section 5. 7, District shall convey the Library Site, Exhibit D, to Agency, free and clear of all liens and encumbrances . 6. CAPISTRANO UNIFIED SCHOOL DISTRICT SAN JUAN CAPISTRANO COM- MUNITY REDEVELOPMENT AGENCY CAPITAL IMPROVEMENT FUNDS 6 . 1 Capistrano Unified School District San Juan Capistrano Community Redevelopment Agency Capital Improvement Fund Nos. 1 and 2 ("Fund No. 1" and "Fund No. 2") are hereby established. Said funds are to be administered by the Agency and to be util- ized for the purposes of this Agreement. The following monies shall be deposited therein: (a) Fund No. 1: (i) The proceeds of the sale, if any, of the Com- mercial Portion of the San Juan School Site by the Agency to a developer; (ii) The proceeds of the sale, if any, of Spring Street by the Agency to a developer. 19 (b) Fund No. 2 : (i) Taxes attributable to the Commercial Portion of the San Juan School Site and Spring Street, which would have otherwise been levied upon said school site and Spring Street after the effective date of Ordinance No. 488 (hereinafter "Tax Increment") and which are allocated to Agency pur- suant to Health and Safety Code Section 33670 (b) shall be transferred by Agency, upon receipt, to Fund No. 2 and shall be used when accumulated in sufficient amount to pay the principal of and in- terest on loans, money advanced to or indebtedness (whether funded, refunded, assumed or otherwise) incurred by the Agency to finance or refinance, in whole or in part, the obligations of Agency hereunder. (ii) Taxes attributable to that area within the ter- ritorial limits of the District which are coinci- dent with the territorial limits of the Project Area after the effective date of Ordinance No. 488 , and which are allocated to the Agency pur- suant to Health and Safety Code Section 33670 (b) , which are in excess of Fifteen Million Dollars ($15,000, 000) aggregated for any consecutive five (5 ) year period (i .e . , years 0-5 , 6-10 , 11-15 , 20 etc . as identified in the Redevelopment Plan) (which excess is referred to hereinafter as "extraordinary tax increment") shall be allocated by Agency upon receipt to Fund No. 2 and shall be used and accumulated in sufficient amount to pay principal of and interest on loans , monies ad- vanced 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) in such consecutive five (5) year period. The obligations of Agency with respect to Fund No. 2 shall be subordinated to funds provided to other taxing agencies or pledged to other Agency in- debtedness if and to the extent 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 Fund No . 2 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) . 21 6. 2 Fund No. 1 (after its use in connection with Section 3 hereof or as may be otherwise consented to by the District) and Fund No. 2, to the extent available, shall be utilized to pay all or part of the value of the land for and the cost of the instal- lation and construction of any building, facility structure or other improvement ( "Improvements " ) as set forth in Section 7 hereof and subject to the limitations of Section 9. 1 hereof. District shall annually submit to Agency a budget and a list of priorities for the use of Funds Nos. 1 and 2, and, subject to the limitations of Section 9 . 1, Agency shall expend the proceeds of such funds in accordance with the budget and list of priorities as may be approved by the Agency. Approval of District projects and priorities shall not be unreasonably withheld. Once such "Improvements" are approved by the Agency at a public hearing, the District may, in its sole discretion, adjust priorities. 6. 3 Fund No. 2 may be allocated for carrying out the pur- poses listed in Section 7 except as may be otherwise provided herein. 6.4 At such time as Agency 's obligations hereunder have been completed, said Capital Improvement Funds shall be ter- minated and no further obligations between the Agency and District shall thereafter exist . Upon termination , the contents, if any of Fund No. 1, shall be transferred to District to the extent permitted by law. 22 7. REDEVELOPNSNT PLAN CONSISTENCY 7.1 Agency and City have heretofore amended its Redevelop- ment Plan to provide for the following: (a) Identification or construction of the following improvements : (i) Acquisition and relocation of the San Juan School Site; (ii) Construction of the Sports Center at the Capistrano Valley High School; (iii) Relocation of the R.O.P. ; (iv) Acquisition of Buchheim Field; (v) Construction of recreational facilities on Buchheim Field or sites as may elsewhere be determined; (vi) Acquisition of the Capistrano Elementary School Site and the relocation of the adult education and continuation facilities located thereof; (vii) The rehabilitation, demolition, and/or the construction of facilities on the Capistrano Elementary School Site or sites as may be elsewhere determined, to accommodate City Hall performing arts , cultural , museum, and/or other public and quasi-public uses and purpose as provided herein; 23 (viii) The construction of an instructional media and data processing center; (ix) Rehabilitation of existing schools which benefit the project area; (x) Addition of temporary and/or permanent class- rooms and other facilities for schools which benefit the Project Area. District shall provide Agency with a specific list of all improvements and the location thereof described herein prior to the commencement of processing the redevelopment plan amendment by the Agency. (b) Extension of the redevelopment plan from 35 years to 45 years; (c) Increase in total tax increment allocable to the Agency during the term of the Redevelopment Plan, as amended. 7. 2 The District and the Agency agree that Section 7.1 (a) (i) and (vii) are interpreted by the Parties to mean the following: (a) Section 7. 1 (a) (i) shall mean the acquisition of only the Commercial Portions of the San Juan School Site in con- junction with development of the Commercial Site and the acquisi- tion of the Recreational Portion of the San Juan School Site and its reorientation toward Buchheim Field, as is expressly provided elsewhere in this Agreement; 24 (b) Section 7 . 1 (a) (vii ) is determined to expressly permit the construction of a City Hall on the Capistrano Elemen- tary School Site, Parcel A, Exhibit "D" , by the City and/or the Agency. 7. 3 In the event the Agency is unable to meet is obligation to construct a Sports Facility at Capistrano Valley High School , the City agrees with the time periods herein specified to use its best efforts to cause the Agency ' s obligations to be met by utilizing any legally approved methods to accomplish this obligation. The City reserves the right to acquire that portion of the Capistrano Elementary School site designated in Exhibit D, Parcel B, from the Agency subject to the power of termination held by the District herein specified such power of termination to be extinguished by Quit Claim Deed from District upon fulfill- ment of the conditions described in Section 5. 7 hereof. 8. TERMINATION AND OTHER CONTINGENCIES 8.1 With the exception of the provisions stated in Sections 3.10, 4. 6, 4. 7 and 5. 8-5.10, this Agreement can be terminated only by the mutual consent of all parties. 8.2 This Agreement, inasmuch as it binds District to sell , 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. 25 9. GENERAL PROVISIONS 9 .1 Agency, in its sole discretion, may elect the method of implementing its obligations under this Agreement. All funds ex- pended by the Agency pursuant to this Agreement and following the redevelopment plan amendment shall be subject to a separate public hearing as required by law for each such improvement and the exercise of discretion by the City Council following such public hearing. 9 . 2 The City has been included as a party herein for the following purposes and no other purposes : (a) To enforce its right to acquire Parcel A of the Capistrano Elementary School Site and to construct on Parcel A of said property a City Hall ; (b) To enforce its right to file necessary and ap- propriate applications for land use approvals in connection with portions of the San Juan School Site if it so elects. The City shall have no other obligations , financial or otherwise hereunder, except as is specifically provided for in Section 7. 3 of this Agreement. 9 .3 If any party to this Agreement commences litigation against any other party for the purpose of determining and en- forcing its rights hereunder or for money damages for a breach hereof or for other equitable relief related hereto, the prevail- ing party shall be entitled to receive from the losing party, attorney ' s fees in the amount determined by the Court, together 26 with costs reasonably incurred in prosecuting and defending such action. DATED: CAPISTRANO UN ED S L DISTRICT By: Pesident, Bo d of Tr stees DATED: January 7, 1986 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT GENCY By: R L. HAUSDORFER, CHA RMAN DATED: January 7, 1986 CITY OF SAN JUAN CAPISTRAi By: PHILLI R. SCHWARTZE, MAY ATTEST: City C1 c Agency Secretary Mary Anh Hanover APPROVED AS TO7 FORM: Thomas P. Clark, Agenle Counsel 27 or I u g X129.2 3 x T'w"'I 2X_rX \ 12 .5 t _ ©❑O �129.4 � ( � Ii27. e 12 7 .2 � \ \� 7.� 123.0 123.7 1233 1 ^\ 11 4 122.9 x ❑ A.C. 1 C \l �1 2 � I A. C. Q \ OE 22.4 — u � SPRING 7FEiu ETi J \ 110.9Y Ti 1 �f� pCJ Y� [134.6 SAN JUAN V I CAP) TRANO — II . I SGP 1 O ,I( 16 ORS -T25 9 105 Y }122• 1123. \ rn f \ / Q �r111 105. til j � / I 122.7x it 102. IT PORTION OF SAN JUAN SCHOOL SITE TO REMAIN IN SCHOOL USE COMMERCIAL PORTION OF SAN JUAN SCHOOL SITE SPRING STREETO y PARCEL 1 EXHIBIT A Nr Showing L o f /O of Pcrr map racordcd in Book' t+ Misce/lonmus "/•bP5 , a--corcis car Qrpr�c lJ-�.r cclif. �� To ri /D tu. ri•r Y �.....d . . ..�.. ./ i.i....LL.. ..1r. ..r� .Y:Y +.. .... t...,...... •A..n Iw l.r. w V ,vrw� .. aJ.Yn . ._.�. �.. .W ...r That portion of Lo: ^.en (10) of :-"ct HO. 10�, to t.-.e Ccu=! of Ore:ry;e, Stutc of Ccllfernl::, n_: ^er awp tuerecf reecr--�c2. Book 11 , ;:t Is,La: 2V to 33, incxuulve, of hiccclle.neouc :—?e. recorCla of acid Craflk:e County, deceribed :.c fellows: BetinnlnL :.t t.ne most Southerly corner -cf aaid Lot IC :-r! runl.ir.; t::uncs .:orth 840 .GI East alor.Lf t::s Soutrorly s:-id Lot, 85a.C6 fent ; tiler.ce Nord: 20 lb' Net: 245.05 feet tae Soutuerly line of :.,e Ncrtl:rrly 1C reet of caid Lot 10; t::cnce South 674 ill 'cat aloe, uc.l:i Soutr:or'_y :-' re - tc :.e :.ecterly line cf salei Lo:; ':.encs Eou::. 22` 2e' s�'a ssisr:y __-e 251' .iE feet :c the point of :eE==. _ :IC-E: Bala property lies w:t.:ir. S&n Juar. EXH1131T S PAGE 1 OF 2 Zbo.r/n9 Lo ,ZA CT NO /09 Gil p-er mop rvcon:4cd in Book i i at Rye:3 Z'9-ss, M/scelloneous M0,05 , cf-� aF GVVI-yc Co., Co//f i f I i F " F +h 1 .6r .. TuF eW Y Y+Fn.d r � •F��n J I.I..r.tiw r11, F.I •YiY Jr whw FI .4 W.'" That portion of Lot rltven (11) of Tract No, 103, in 'tti County of Orange, State of California, an per map thereof recorded in book 11, at paEes 29 to 33, of )!ieeellar.soue Haps, records of Bair Orange County, described as follows: Beginning at the most Westerly corner of sal"_ Lot 11, anj running thence South 22. 291 Last elon the Westerly line of said lot 196.21 Ieet thence North 671 416 East 5;2.3. fee:' thence North 4. 42' 10" Nest 185.11 feet; thence or. 1'>� West 30 feet to a point in the Northerl-!! line of eLle Lot 11, which is distant thereon North 64" 59f Let 55:.06 feet f'-v= the point of beginnin ; thence South e4o 591 weal, alone sa:= Northerly line, 653.09 feet to the point of be4_nn1,n;- , NOTE: Sai"_ property lips vlthin San Juan Capistrano Sani— tary District. EXHIBIT B PAGE 2 OF 2 2.4 MR opim �O� O 129.4 I �` •r -- — — _r x � . 127 ( \ � . e 127 .2! l 3.8 xl 3.7 ^\ 123 12 2.4 122-9 A.C. \ _ — A. C. O 1 cHooL } 22.4 --- 121.6 x S N_._ GTt_ T R E E T 1 Y o 118.9x� St JUAN N x113.1 \ SGP DAPI \ ANO25 ' x116 .9 x122 . x123.4 05 ,ucLL. — -- r 1 105. / 11 ,y 1 I �� - x BUCHHEIM FIELD PORTION OF SAN JUAN SCHOOL FOR JOINT RECREATION AND PHYSICAL EDUCATION USE BY CITY AND DISTRICT EXHIBIT C PARCEL HAP 00 - 03@ �-••• N M Cfi-1' O/ 7AN A!•N WI7T1•A+M, au,ao[ CCUITT, CK1rtTM.. ,s • r�.rw. r � •.r .wr, r s r a • ... +mo . w �i, ...•• r•r, r ••m.••...w w. �..• r w.q mart. . u.io.r uk(�i R7 NOf•1••I!!f N01� ��.��/� •+aY; •\ ./V y�n/A«I«I .-war I.• �� air V.« 1A. .�A ..r. mow• w ..� +u..w r r ....� \� 4 .... .w •. nr r w. '.'.�it rw �r r. � r .r,.n .n/.... r • fLA b T w.No nub . ---• , ( _" N Il'Y'��M f N LIRRARY SIT/ - � - PARCEL B ;'PAR(-.FL A - -y ♦± ii F��1 jas -rn' Ili. �:rr.r �� 21 N i n r• „ � ✓ . 14af1��L i J e (l _Vie, • -� __ a- - —tixocn / 1 M I -• y _ � R Y w' i '�I CAMINO EXHIBIT -4 0 b 4 5cl COOPERATION AGREEMENT (CAPISTRANO UNIFIED SCHOOL DISTRICT) (406. 459/118 . 1) Written Communications: Report dated January 7 , 1986 , from the City Manager, advising that an Amended and Restated Agreement for Cooperation with the Capistrano Unified School District and the Community Redevelopment Agency had been considered by the Agency at its meeting of January 7, 1986 , and was forwarded for Council action. The report advised that the City was obligated under the agreement only to the extent that the Community Redevelopment Agency was unable to fulfill its obligations with respect to the acquisition of a civic center site. yroyal of A reement: W_ as moved y Councilman Hausdorfer, seconded by Councilman Friess , and unanimously carried to accept the recommendation of the Community Redevelopment Agency and approve the Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District, the San Juan Capistrano Community Redevelopment Agency, and the City of San Juan Capistrano. The Mayor and City Clerk were authorized to execute the Agreement on behalf of the City. Y-7/�6 AGREEMENT FOR COOPERATION BETWEEN THE � CAPISTRANO UNIFIED SCHOOL DISTRICT AND HE SAN JUAN CAPISTRANO C bAfom REDEVELOPMENT AGENCY AND THE CITY OF —!• �( �-l'+ SAN JUAN CAPISTRANO 1. PARTIES AND DATE 1.1 This Agreement is entered into this 5th day of March 1984, by and between the CAPISTRANO UNIFIED SCHOOL DISTRICT, a public agency ("District"), and the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, ("Agency") and the CITY OF SAN JUAN CAPISTRANO, a Municipal Corporation ("City"). 2. RECITALS ' 2.1 The City of San Juan Capistrano has adopted Ordinance No. 488 1 on July 12, 1983, which ordinance approves the San Juan Capistrano Central Rede- 1 velopment Project ("Redevelopment Plan") and establishes the San Juan Capistrano Central Project Area ("Project 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 development in the interest of health, safety and general welfare of the City of San Juan Capistrano. 2.2 District and Agency wish to enter into a cooperative agreement between themselves to provide mutual aid and assistance in the redevelopment of certain areas of the City through the acquisition, relocation and construction 1 of public school facilities and other public facilities. More specifically, and i subject to the conditions described hereinafter, Agency and District wish to cooperate in connection with the following redevelopment activities: (a) Redevelopment of the San Juan School currently owned by the District (legal description attached hereto as Exhibit ".A") together with that certain parcel immediately south of the San Juan School Site (hereinafter "Parcel 1") as a single unified, commercial development similar to the commercial development provided for in the previously approved Downtown Master Plan, which redevelopment would include the acquisition and relocation of the San Juan School by .Agency. The San Juan School Site and Parcel 1 are shown on the map attached hereto as Exhibit "B". (b) The conveyance of Buchheim Field, currently owned by the district (legal description attached hereto as Exhibit "C"), to the Agency; the relocation of the District's Regional Occupation Program ("ROP") to a permanent site; and the use of Buchheim Field for a new City Hall and other public institutional uses. (c) The R. 0. P. buildings may be temporarily relocated to the Capistrano Elementary School Site, should the Agency and City so desire. The relocation of the R. 0. P. buildings to a permanent site may occur concurrently with the relocation of adult education and con- tinuation school facilities, as provided for by Section 5.1 of this agreement. (d) Conveyance of the Capistrano Elementary School Site (legal i description attached hereto as Exhibit "D") to Agency, the relocation of existing adult education and continuation school facilities to a permanent site, and the development thereon by Agency of public facilities which may include a performing arts center, museum, data processing center and/or other public uses, unless otherwise mutually agreed. (e) The financing and construction by Agency of a Sports Center consisting of a standard size gymnasium for a student body enrollment of 2000 and a minimum 50 meter competition size swimming pool at Capistrano Valley High School ("CVHS") . 2.3 District and Agency recognize the need to provide adequate public school facilities and other public services and amenities, as described hereinafter, to serve the Project Area. District and .Agency 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 and other public facilities. Accordingly, it is the purpose of this Agreement to create a cooperative relationship between the Agency and the District to provide for the implementation of projects which are a mutual benefit to Agency and the District and the community 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. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows: -2- 'a 3. SAN JUAN SCHOOL 3.1 The District will cooperate with the Agency to promote the joint development of the San Juan School Site and Parcel 1 as a single unified, high intensity commercial development. To this end, District will: (a) Assist Agency in securing a Developer for the redevelop- ment of the San Juan School Site. (b) Permit the San Juan School Site to be included within the redevelopment plans for the integrated development of Parcel 1 and San Juan School Site. (c) Support all applicable provisions of the City's general planning and design constraints in connection with redevelopment proposals. (d) Authorize City, Agency or Developer to file necessary Jand appropriate applications for land use approvals in connection with the San Juan School Site. i (e) Assist City, Agency and/or participating Developers with appraisals, prospectus, site access, surveys, soils tests, and related predevelopment activities in connection with the San Juan School Site. (f) Share equally any costs associated with the above redevelopment activities not otherwise paid for by participating Developers, provided both parties mutually consent to incurring such costs. Agency and District may each recover its share of any costs i mutually agreed upon from Fund No. 2, as such Fund No. 2 is hereinafter IY described. 3.2 Agency will use its best efforts to cause the redevelopment of the San Juan School Site within five (5) years of the effective date of this Agreement. To this end, Agency will seek development proposals for the joint redevelopment of the San Juan School Site and Parcel 1 and, in the event a mutually acceptable proposal is approved, enter into a redevelopment agreement pursuant to which the Developer will acquire the San Juan School Site from the Agency; provided, however, Agency shall not be required to compel the improve- ment of Parcel 1 without the consentand cooperation of the owner of Parcel 1. -3- 3.3 The District shall have the right of review and approval of any agreement between the Agency and a Developer in connection with the rede- velopment of the San Juan School Site, which approval shall not be unreasonably withheld, provided that any such agreement assures redevelopment of the San Juan School Site in a manner generally consistent with the terms of this Agreement. 3.4 At the request of the Agency, District shall declare as surplus property, and convey the San Juan School Site to Agency, provided that Agency is than in a position to concurrently convey the San Juan School Site to a developer pursuant to a development agreement which is reasonably satis- factory to the District and which agreement permits District to meet the require- ments of Education Code 39500. The conveyance of the San Juan School Site to Agency shall be in exchange for (i) a school site and school facilities equal in utility to that of the San Juan School Site. The proceeds of such sale to a Developer shall be placed in a special interest bearing fund entitled, "Capistrano Unified School District San Juan Capistrano Community Redevelopment Agency Capital Improvement Fund No. 1" ("Fund No. 111), to be administered by the Agency. � 3.5 The interest earned on the funds deposited in said Fund No. 1 shall be first utilized to relocate the San Juan School and construct or cause the construction of a replacement school site and school facility equal in utility to the San Juan School at a location to be mutually agreed. upon. The relocation of the San Juan School shall occur prior to or concurrently with conveyance to the Agency. Such relocation may occur subsequent to conveyance upon mutual agreement of the parties. The excess interest, if any, and principal, -i unless previously pledged as hereinafter provided, shall be expended for the benefit of District, upon request by the District, in accordance with this Agreement. Agency may incur debt to finance its obligations pursuant to the exchange described in Section 3.4 hereof and pledge interest earned on the funds deposited in Fund No. 1 as a source of repayment of such debt. If and to the extent the Agency pledges such interest as the source of repaying debt incurred for the purposes of ful- filling its obligations pursuant to the exchange then, in such event, Agency may also pledge the principal of such fund as collateral. All work shall be done and improvements made and completed in compliance with all federal, state and local requirements. District shall approve all plans and specifications. Title to the replacement School Site and the appurtenant school facilities shall vest in District upon retirement of any indebtedness by Agency to finance -4- relocation without cost to District. 3.6 Should the interest earned from the proceeds of sale deposited in Fund No. 1 be insufficient to provide for a school site and school facilities equal in utility to those of the San Juan School, Agency shall provide any additional funds necessary to achieve such relocation and construction if any and to the extent available, which funds may include those deposited in Fund No. 2 (as set forth in Section 6(b) of this Agreement). 4.0 BUCHHEIM FIELD E SPORTS CENTER _-- 4.1 Following execution of this agreement: (a) the Agency and/or City may commence master planning all or portions of Buchheim Field for City Hall, public recreational and/or other public-institutional uses. (b) the District shall, upon the Agency's request, convey title to Buchheim Field, a legal description to which is attached hereto as Exhibit "C„ (c) the Agency shall request title to Buchheim Field from the District within six (6) months following execution of this agreement. 4.2 Upon conveyance of title to the Agency, the City may forthwith cause the construction of a City Hall upon Buchheim Field. In such event, the ROP buildings shall be relocated by the re-siting of existing building at no cost to the district and in conformance with the provisions of Sections 2.2(b)(c) and i 5.1 of this agreement. i4.3 As full and complete consideration for the conveyance of Buchheim Field by District to Agency, Agency shall construct or cause the construction of "Sports Center" at Capistrano Valley High School. Upon completion of the Sports Center, the City, if it so requests, shall be offered priority use after the needs of the District are met, 4.4 Construction of the Sports Center may be accomplished in two phases. (a) Phase I shall consist of a gymnasium of sufficient size to accommodate a student population of 2,000; construction of which shall comemnce not later than the end of the fifth year following conveyance of title to Buchheim Field from the District to the Agency. -5- • • I I (b) Phase II shall consist of a 50 meter competition swimming pool, construction of which shall commence not later than the end of the seventh year following conveyance of title to Buchheim Field from the District to the Agency. 5.0 CAPISTRANO ELEMENTARY SCHOOL SITE 5.1 Subject to the acquisition by Agency of the San Juan School Site and the relocation of existing adult education and continuation school facilities to a permanent site and facilities reasonably satisfactory to the District, at no cost to District, District shall convey the Capistrano Elementary School Site to Agency without further consideration. 5.2 Agency shall utilize the Capistrano Elementary School Site i 1 for public uses. While any public use may be permitted at the discretion of the Agency, the Agency shall give preference to the following uses: a performing r. arts center; a museum; cultural center; and/or community exhibit and conference facilities as well as other uses which the Agency determines to be compatible and/or necessary to support the preferenced public and quasi-public uses to be established on the site. The Agency may condition any joint use rights on agreements to participate financially in the development and/or maintenance of any facilities on the site. 5.3 Prior to any new development on the Capistrano Elementary School Site, the Agency shall prepare a master plan for the site including a study to fully explore the potential for uses herein specified and permitted. Such Study shall include the feasibility of rennovating existing structures on the site; the adaptability of existing structures for the uses permitted and contemplated by the master plan; as well as a cost-benefit analysis of the proposed uses. In addition, the study shall consider the ability of the site to accommodate the construction of new facilities. In this regard, the siting of a performing arts center shall be given preference. In the event it is determined from the study that a performing arts center is detrimental or otherwise inappropriate to the proper development of the site, the .Agency and the District mutually pledge to use their best efforts to locate and secure an alternative site for a performing arts center. Irrespective of the location -6- of the performing arts center, the Agency and the District mutually pledge their best efforts to secure suitable financing for the construction of the facility. The District may utilize Fund No. 1, Fund No. 2, and/or any other revenue or funding source available to the District to undertake this task and/or to participate in the actual construction of the facility itself. The Agency may pledge tax increment or utilize other funding and revenue sources available to the Agency to undertake this task and/or to participate in the r construction of the facility itself. Further, and not as a limitation thereon, the Agency and the District may exercise joint powers authority, establish non-profit corporations, or enter into other similar arrangements as may be mutually agreed upon. 6. CAPISTRANO UNIFIED SCHOOL DISTRICT SAN JUAN CAPISTRANO ! COMMUNITY REDEVELOPMENT AGENCY CAPITAL IMPROVEMENT FUNDS I 6.1 Capistrano Unified School District San Juan Capistrano Community Redevelopment Agency Capital Improvement Funds Nos. 1 and 2 ("Fund No. 1" and "Fund No. 2") are hereby established. Said funds are to be administered by the Agency and to be utilized for the purposes of this Agreement. The following monies shall be deposited therein: (a) Fund No. 1. (1) The proceeds of the sale, if any, of the San Juan School Site by the Agency to a developer. (b) Fund No. 2. 1 (1) Taxes attributable to the San Juan School Site, which would otherwise have been levied upon said school site after the effective date of Ordinance No. 488, hereinafter "Tax Increment", and which are allocated to Agency pursuant to Health and Safety Code Section 33670(b) shall be allocated by Agency, upon receipt, to Fund No. 2 and shall be used when accumulated in sufficient amount to pay the principal of and interest on loans, money advanced to or indebted- ness (whether funded, refunded, assumed or otherwise), incurred by the Agency to finance or refinance, in whole or in part, the obligations of Agency hereunder. (2) Taxes attributable to that area within the territorial limits of the District which are coincident with the territorial limits of the Project Area after the effective date of .' Ordinance No. 488, and which are allocated to the .Agency pursuant -7- i to Health and Safety Code Section 33670(b), which are in excess of Fifteen Million Dollars ($15,000,000) aggregated for any consecutive five (5) year period (i.e., years 0-S, 6-10, 11-15, etc. as identified in the Redevelopment Plan), but in no event more than $5,000,000 in any such period (which excess is referred to hereinafter as "extra- ordinary tax increment") shall be allocated by Agency upon receipt to Fund No. 2 and shall be used and accumulated in sufficient amount to pay principal of and interest on loans, monies advanced to, or indebted- ness, whether funded, refunded, assumed or otherwise, incurred by Agency to finance or refinance, in whole or in part, its obligations hereunder. (3) The obligations of Agency with respect to Fund No. 2 shall be subordinated to funds provided to other taxing agencies or pledged to other Agency indebtedness if and to the extent tax 3 increment is hereafter pledged or promised by Agency to such taxing j agencies or other obligees of Agency other than City, except that no I such pledge or promise shall reduce the taxes allocated to Fund No. 2 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). 6.2 Fund No. 1 (after its use in connection with Section 3 hereof or as may be otherwise consented to by the District) and Fund No. 2, to the extent available, shall be utilized to pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure or other improvement ("Improvements") as set forth in Section 7 hereof and subject to the limitations of Section 9.1 hereof. District shall annually submit to Agency a budget and a list of priorities for the use of Fund Nos. I and 2, and, subject to the limitations of Section 9.1, Agency shall expend the proceeds of such funds in accvrdgnce with the budget and list of priorities as may be approved by the Agency. Approval of District projects and priorities shall not be unreasonably withheld. Once such "Improvements" are approved by the Agency at a public hearing, the District may, in its sole discretion, adjust priorities. 6.3 Fund No. 2 may be allocated for carrying out the purposes listed in Section 7.1(a) (i) and (ii), except as may be otherwise provided herein. -8- n 6.4 At such time as Agency's obligations hereunder have been completed, said Capital Improvement Funds shall be terminated and no further obligations between the Agency and District shall thereafter exist. Upon termination, the contents, if any, of Fund No. 1 shall be transferred to District to the extent permitted by law. 7. REDEVELOPMENT PLAN AMENDMENT 7.1 In addition to the conditions precedent set forth hereinabove, the obligations of the parties shall be subject to the Agency's ability to amend its redevelopment plan to provide for the items set forth below, except as may be otherwise provided for in Section 7,2 of this agreement. Upon execution here- of, the Agency shall commence amendment of its redevelopment plan using its best i I efforts to complete said amendment before January 1, 1985 subject to public hearing and the exercise of discretion by the City Council thereafter, to provide for the following: (a) Identification or construction of the following improvements; (i) Acquisition and relocation of the San Juan School Site; (ii) Construction of the Sports Center at the Capistrano Valley High School; (iii) Relocation of the ROP; (iv) Acquisition of Buchheim Field; (v) Construction of recreational and/or other public institutional facilities on Buchheim Field or sites as may elsewhere be determined. (vi) Acquisition of the Capistrano Elementary School Site and the relocation of the adult education and continuation facilities located thereof; (vii) The rehabilitation, demolition, and/or the construction of facilities on the Capistrano Elementary School Site or sites as may be elsewhere determined, to accommodate performing arts, cultural, museum, and/or other public and quasi-public uses and purposes as provided herein; -9- (viii) The construction of an instructional media and data processing center; (ix) Rehabilitation of existing schools which benefit the project area; (x) Addition of temporary and/or permanent classrooms and other facilities for schools which benefit the Project Area. District shall provide Agency with a specific list of all improvements and the location thereof described herein prior to the commencement of processing the redevelopment plan amendment by the Agency. (b) Extension of the redevelopment plan from 35 years to 45 years. (c) Increase in total tax increment allocable to the Agency .t during the term of the Redevelopment Plan, as amended. 7.2 In the event the Agency is unable to amend the plan or is otherwise unable to meet its obligation to construct the Sports Facility at Capistrano Valley High School, the City agrees to cause this obligation to be met by utilizing any legally approved methods to accomplish this obligation. The City reserves the right to acquire Buchheim Field from the Agency. 8. TERMINATION AND OTHER CONTINGENCIES 8.1 Except for the obligations of the parties as set forth in i +, Section 4 hereof, or the rights of termination set forth in Section 8.2 hereof, in the event Agency and City fail to amend the Redevelopment Plan as provided in Section 7 of this Agreement for any reason whatsoever, this Agreement shall be 1 of no further force and effect and the parties shall be excused from all further performance hereunder. 8.2 In the event this Agreement is terminated for any reason whatsoever and Buchheim Field has been conveyed to the Agency, Agency may in its sole and absolute discretion, reconvey Buchheim Field to District provided such property has been restored to a condition comparable to that existing at the time of original conveyance. Should the Agency so reconvey Buchheim Field, there shall be no remaining or further obligations to be satisfied by the parties to this agreement. -10- j 9. GENERAL PROVISIONS 9.1 Agency, in its sole discretion, may elect the method of implementing its obligations under this Agreement. All funds expended by the Agency pursuant to this Agreement and following the redevelopment plan amend- went shall be subject to a separate public hearing as required by law for each such improvement and the exercise of discretion by the City Council following such public hearing. 9.2 The District is not obligated to convey any of the land described herein to the Agency if the Agency is unable to meet the relocation requirements set forth herein. 9.3 All obligations of Agency hereunder are subject to the , 1 availability of sufficient funds to satisfy its obligations hereunder as anticipated in this Agreement. 9.4 The City has been included as a party herein for the following purposes and no other purposes: - - (1) To enforce its right to acquire Buchheim Field and to construct on said property a City Hall, recreational facilities, and/or other public-institutional uses facilities as it may determine to be appropriate. (2) To enforce its right to file necessary and appropriate applications for land use approvals in connection with the San Juan { School Site if it so elects. j (3) To allow District to enforce the City's obligation to hold a public hearing in connection with the redevelopment plan amendment and to exercise its discretion thereafter. The City shall have no other obligations, financial or otherwise hereunder, except as is specifically provided for in Section 7.2 of this agreement. 9.5 In the event that a lawsuit is filed attacking the validity of the Redevelopment Plan Amendment, the Agency and the District mutually agree to defend such lawsuits. In this regard, the Agency and the District may agree to share the costs of legal counsel, in which case said costs shall be shared -11- ' i equally by the .Agency and the District. In the event the Agency and the District determine to employ separate counsel, then the cost of .Agency counsel and District counsel shall be the sole responsibility of the Agency and the District respectively. 9.6 If any part to this agreement commences litigation against any other party for the purpose of determining and enforcing its rights here- under 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, attorney's fees in an amount determined by the court, together with costs reasonably incurred in prosecuting and defending such action. 9.7 This agreement restates and amends the AGREEMENT FOR COOPERATION BETWEEN THE CAPISTRANO UNIFIED SCHOOL DISTRICT AND THE SAN JUAN CAPISTRANO CO[MIUNITY REDEVELOPMENT AGENCY dated and entered into by the parties on December 20, 1983. DATED: March 5, 1984 CAPISTRANO UNIFIED SCHOOL DISTRICT By: __ President, Board of Trustees DATED: February 21, 1984 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: L! C irm oard of Directo DATED: February 21, 1984 CITY OF SAN JUAN CAPISSTTRANOO / ATTEST: By: f �Jf"'l'l.i ✓!"/iPC� Mayor ity Clerk/A ncy Secretary -12- All that certain real property situated in the state of California, count? of Orange, cit-:> of San Juan Capi:atrano, dasc.-ribed ar follows : rhos, por7; cr_s of Loto 1, 2, 3 all i JI ii-, Llocl, L of T-ract iio . 1106, as l,1mvin on L. ::ap thereof recorded in boot, 24, page 23, i'i sccllnneours ;r;,ns; r:,ecrda of raid Orange County, :lnd tilo:;c portions of Loto lO anct r,,^c Ct - J . 103, a0 Iloiin an ._ .':l`j tllil�i'cof i'/e Corded in boo('." li, J' �'• lilu^1120iV U, i,i:;CUl1a110011:: . . :l::1", rc^.cordS of .;aid `J l':Ll:`}iJ vount;J and Lo in 131.001, 11 of :;an Juan Capistrano, as showl'I On L. :'1t1:) i.; uo. rcccraud in boot, pago 12 , 1.7 oCellaeoss eco ^u i J 1i1e 1 1B(I; County, CUlifornia, and tl"ia';. portion of thc3 10r'C11i1C:7'( CJL:LIVi;0r 01' the SOUti11,400t CjUartCY' ICCtiOtl u, in 10i,-n-hi;::l IL 1'. ''�: '( ',1,.;'L; b::i1 i3Cina..].n0 I:111:;C. L: tho V ou'theazt quarter of the ttortileast quarter of Section 1, :in '1'OTT:T i?i:i) (.i ;;OL1t11, >ialIL-o u I:JcOt,. til 130raadJao -as- U11C i:r1.U1:1Ci, tib,�(Irlt c:d ,..,, :)hula a:; ;O110i'i1i:: f;e ir,_ at the '.?ortheaoterly corner of Lot 111 Block 3 of Jaid tract INTO . �i001 , and running thence Southerly alone^ tho Lastoilly line O1' U:.iili 'iilnct lio . 006: L1 C1iotance 01' 230.00 fcot to tile: Di'Li?CLT. 'tvs"1,'; i;Ui'nC:r Of Lot 1, in ;]a9.d �:ii0C1, �i Ui' `1'1'aCt ,i . C30i3; tI1e11C0 alo:l the aorticrly line of ,raid Lot 4, a distance of 6.00 _uoL to tho l orti?erly terminus of the Uosterly linos of that ocrtain naracl moi' 111ud dc:scribud us Parcel 2, is t,a decd @o the —,tit-c' o. '^;a)Oi°GUQ 1 :a]1^llGri' il � �•�J�I/n lil boot: .�i'`( `�l, ;)Li. _L 100 Ot:fii;ial In Lilo 'af ire oil the County Recorder of ,Mid Oran.-o Count;,-, U':i is.. :OUui:• 1^?u/ aloi1ti .wLid je"Iterly 1:1.111::. to C? i)olrit on the ou..t:. '_".'Ai. of Loi 1, Of ,aid Block J of Tract '.lo. 008', di::1L1:111t 11COturi tuut'G011, 3-( .C;; 'mLt fY'oYtt the Southeasterly cornez' Of' Jaid Lot 1; thLncc .7'l;teri , U1011c ra,iG -iouticrly line 37.OJ1 .f,:;Ct to tilt. —)uthea!s Lorry co_i;oA' oi' oai.L.1 Loi; 1; thence Soutilerly along'. tilt r:i;torly 11110 of Lot aloe., .uid !1`r::Ct :i0 . 808 (AQ j ichenas :3troot) , and along tfi,:� Sout_icrly [JY;01ong ation thereof to a line parallel will and distant ^Juti?el^ly 10.00 feet, incasurcd at right angleU, fro-ta the Southerly ilii,; O £)aid Lot 3 in ;;loot, "A"; thence t:lcsterly along Baia parallcl lin:: 'co tilt -;orth.;rly terminus of the Weetcrly lino of that Certain paY•cz1 0 1:_:t c: dcscriblzd a„ Parcel 1, in a deed r CCorded in boot. 2440, Official R.,.ccrdl;, in the office Of the County Recor6cr 01 ;aici OranfEc Courriry; ti''--cu, ;'outherly along; :Jaid iJO:I terly lilies to the in =_' vaticn thereof with the Southerly line Of' thl; land doscribod iii till. dc :2Ci to Capiotrailo anon iiif;ll _'chool i'i:;trict of OranLe County, _ aoY'ciad in boo': 1072, pugc 140, Official Record,:., ... 1 the Office Of Rocor,,: i' of ::aid Orange County; tll n;:;;, ;7outll _s'(° 411 OO" v„c.:;:t, :lou;: ilc .:�1:Li o1'1y lin:: of , wicl itiih .?c13o.7. l .ac, '!15- f7` foot; tl;_a.'::: :ouch 7.° 1J; 1 30” East 136.33 cut to th,:: '1017the-r1i lino oi Lot of ._U +*uall canistrano, us ilereinw''e:Corzf; ; Cationcd; thence iJC:;tC"f•1 alone; Said Nortilerly line t0 the thereof pith till:: Eaotorly li110 Of El Camino Real, 36.0^ li)u='L 'ciido, thenc0 'lollti il.L il�: t'•,c a0torl line of .:aid 21 Canino 'cal, thu ibliov/in,; 0oz:i a:;c: diOtancco : South 22' cJ1 00" i-Ca:]t, ice.7'.: -'CLa and :30llti u 151 00" i:Lat, 32, .02 1'i t Lu tilt :1ortllorlJ lii?l. of _a21i1,(,� .3troc"t, .,.. Jn t4 hci_) of Said Tr_.;t Jo. 103 '-'' n ,;- .,t1 ,\ e 121 O -U-hu i;ort1.er1J lisle oi' 46.' ti, Ji3i'ci:o G et Oast Cor-icr of Chid Lo"i...3 of• !]-.a Jlla C. EXHIBITA along the Southerly prolongation of the :iasterly line of aaid Lot S to tha intersection thereof with the oont•or line of .aid 2prinU Streoz; Li1C:�tiC; 'iGLltl 350 12i QQOEast alo", 5"id concur line 263. 70 feet- il^amn 140011 '11.2° 1, 00" ;nst -A a (Joint: us the Northerly 11110 0.1 Jab Spring Atv,%ct (also Imo,,gn as i11i1juar. Not '1rinLS r'ioad distant tilvi';;J!1 `iQL!til CA* '51 451' a`a't 51.26 ioc't f✓:`Ui1 the 26L'.t:1Ca2l:iJ_'lY cornar at Lot 11 of said `bract Ac . 103; thence' South V 251 45 Last aloin the Northerly line of paid Springy; street, '166.`%2 fa—A thenen North 1Q° 041 23" West 35.15 feet; thence North -; 507 ^u': East 1'-99 ,01 MON thence ;forth 7' 361 OG" Best 407 .18 feat! thanoc. ,t ; O ...is I I11 t Grp2 r , � thanam 'T t o^ s v .i�., A :GT`tit 1l �.- i;1.. i,']vv� .`.� _ ,�j,;; LCC.L) i:Tl:a_(... 1uG'Pt.lt�lt .., �c:11� _. . 1rECt line to the point of bogin 9.nL. EXHIBIT A ]i':vvt teouo']>eiiiea Iv ......... aewY] D] ev RvativoJ otV: RC 9eane¢¢ et V S�IHIHX3 R ee o] ee• e». eY: otTUn Du• 'RTv¢ wi]vo]¢P] YaPw not va¢.loJYt oolJ De Titiveo ei t Ju �e]]ve ev DHaeevi et ]v(d e(Y: Obg)/0 Fp�U6iN " J 4 I w Pool � q �.OS'`��_s/z+—. Slot' uonr not Z 5 ' eihlim Y YOo35 Q [ 101 d W o r. K m os Lr/."s W -.--J T a w 11 1Pt i OI 101 � TJr y 1 , s E o a 9 OI R B H� mm B ww az OI f E II Z 21 s •ol b m n � s L1 ORr IRDS' • • .. P uuluwuuwwulwluu!uuuuuuuw�Wwu,,, u�u uv \ 7 rkulru�uwugpm� • W v � �` r Z N � 0 O .�o 06 IIIIIIIIIIIIIIIWIIIIIIIIIIIIIIIIWIIIIWIII� v� �i :N..r . YtlY I 3lY � ^ � ^ V s.� n nc L N e ly N N I 49 ^ .i� Yztlrirw tj OD cr • I U N �I _ MM ^ ,� I That portion of Lot Ten (10) of Tract No . 103 , in ti-ie County of Oran( e , State of California., as per reap thereof recorued in Ijook 1.1 , :Lt ;)aue 2`.) to 33, inclusive , Of Ni6CeliLLneous IVILIOS , records cf said Oranl;e County, aeocribed Lr, follows : BeEanninL at the most Southerly corner of said Lot 10 and running; thence Forth 840 59 ' East along tfie Southerly line of said Lot , 653 .06 feet ; ti,ence North 20 19 ' West 2h5 .65 feet to the Souta,erly line of the Nortlierly 10 feet of said Lot 10; thence South Cil° 41' West alonL, euia Southerly line 75L .06 1'aet to the Westerly line of said Lot ; thence South 220 29 ' '�Liest along said 'desteriy line 294 .48 feet to the point of beginning . NOTE: Said property lies witLiin San Juan Sanitary District . EXHIBIT C J � P/at Showing L o f Te.ac-r No. io3 �r map recorc%rJ in Book at R757C 5 Miscellaneous Mnµs , Records c>{ Orange Co., Ca/if. 1 H• �. C BC B/T)O .c' u W� N G c Q Tbia Plat is inaened as i matter of information only, and while the same EXHIBIT C is wmpfled from information tow file ctWerouuess eoft said nfaormation. liability is That portion of Lot Eleven (11) of Tract No. 103, in 'the County of Orange, State of California, as per map thereof recorded in Book 11, at pages 29 to 33, of Miscellaneous Maps, records of said Orange County, described as follows : Beginning at the most Westerly corner of said Lot 11, and running thence South 220 291 East along the Westerly line of said lot , 196.21 feet; thence North 870 411 East 592. 39 feet; thence North 40 421 10" West 185.11 feet; thence North 20 191 West 30 feet to a point in the Northerly line of said Lot 11, which is distant thereon North 840 591 East 653.06 feet from the point of beginning; thence South 84° 591 West , along said Northerly line , 653.06 feet to the point of beginning. NOTE: Said property lies within San Juan Capistrano Sani- tary District. EXHIBIT C P/at .Showing Z-07' 11 of T2Ac'T /-io /03 GAS �e1' /T1C7p recorded in Book Miscellaneous Moan , Rcords w` Orat ye CO., Ca//f. x' rn o � a ase ns r.eras a - z s yan ' .+o.r ok a.4 V\ This plat is inserted a$ a matter of information only, 191110d while the ieo waepdby this Company as is tlrom nto which correctness of said Informailon.no (lability Is au EXHIBIT C Parcels 1 and 2 of Parcel Map 80-853 as shown on a map thereof recorded in book 154 , page 33 and 34 records of Orange County, California EXHIBIT D R S.T. 91EE O:. Z PARCEL HAP 00 d 0 M f MMflf N THE CITY OF SAN .ALAN CAPISTRANO, ORANGE COUNTY , CALfORN1A. IJ rn SGA A mRMOM W IDT $.Of TRACT M0. 1W AS MIORII ON A IMP RECORDED IM ZOOM 11, MCA b-SS 0r MSCn1AN(OII! MA►!. FrOff" Or MAROS cGM1T auTommm REFERAFICE NOTES MONUMENT NOTES 1 a"unf bcmO ran ocf G. w/o-w; Im w A vu'v' nuPm u. wn aMtst mRMMe2 xulw. \ wIw•n • .0/•I auw mvMMw x w.w ./n• Au vnl IDI an 1r ttM wMx f1VbIMMS pT( C ] awrta �Mcaxf rot ntn M no. mean T1fA IaR ufalan t+Tbn Ma n-1. ,T \ \ ( ) axolu xltaw rtn an w ffx .wx rJrunwb AIi1Rl _.--ro. W MNWNT N 0MV V \l� /s W".", nrf row tfsJsndr fmMm xo n-I. • \(,, r�\ N/I r/r• �(, BASIS OF BEARINGS GATE OF SURVEY GJtlpllr[ nr u TAx,IA mrRr Som MAOitA•2 y (A RAC r• , Iwo wm�f rD1 TT F w•T.MM W/■-w. Ip 11 fy \ \ / P � � ST Rf��4�4 f 1 v I i Nrt'U'//'W � n.,.1"•fn✓J I/ >• M pu+ 4I_ �' __ _ ._ YI //7[.�ti•' �//1/..��� J�-/iM .nv�IIMr DJN -- CAMINO REAL A rJfr NfIJ rJ µf, EL Ntr'rs'/NW /i41 r7' r....J.x• tm m' a I _ rfrN i,i/p A/rfpfNLSN „'J•i�n rt 1 J I Iyyf f Hyhfw Ir aI R �.,�JJw J'.•.. PA E 2 im14 Q I I.x•Tz Ac E2 .n..r1.'. F 3 CI � l Na r w ♦F%$ PARCEL I_ •err IJ•) ♦ ♦ v.1702 ACRE!GROSS lY p •' x �I ; ,1((1f- tw'ft• 1.TOSO ARIES MET fxjl a A/yl �l • _Av ii ___ _ �.0 __N%I'!f JE w 'F__tb p' ♦�G N/I' J[' � Q JJ •rti .ne Mt:_ MN'(Ns w9 ✓A 7r[f!' �_ f�f1' n�/z'ChV M') w_ Jr'(fMP') -�--� - —*--J—_ eflL • wuJ' \4:n1'�i q. Ntl'v'n•w Ntsi' (!/rw,) NMnrrw ; SI - ---CAMINO — —— — —— ——-- —CAPISTRANO � . rhn Yrn MIM • ._µi. I•M I/'I I"//f,/'Ie.r b Ji JN•/T{/fJ nrF N nM1.f • Irwu/Tu!fN /lv H f Copy s IS s a t 5 m nl Mrmmmm CITY OF SnILCPISTPNO< 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 C'.\CRAW3ENDA\C1333433APT -1- Much 27,1997 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 „ • 0 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 terns 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 11th 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 CACRA\AGENDA\CU33433.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 10%, 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 s 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 Hearin 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: 23 4orSca4rbough/Execktive Director CACRA\AGENDA\CU33433.RFT -4- Match 27,1997 �. MEMBERS OF THE CITY COUNCIL ANTHONY L. BLAND LAWRENCE F. BUCHNEIM IIIIINRIII KENNETH E. PRIERS nuwsm 1961 GARY L. HAUSOORFER 1776 PHILLIP R. SCHWART2E • CITY MANAG[R • • STEPHEN B. JULIAN January 31 , 1986 Dr. Jerome Thornsley, Superintendent Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Re: Amended and Restated A regiment for Coo eration Between the Capistrano Unified School District and the San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano Dear Dr. Thornsley: Enclosed is a fully executed copy of the Agreement between the Capistrano Unified School District, the San Juan Capistrano Community Redevelopment Agency, and the City for your records. Thank you for your cooperation. If you have any questions, please do not hesitate to call. Very truly yours, ��iW � MARY ANN HANOVER, CMC City Clerk MAH/mac Enclosure cc: City Manager Deputy Director, San Juan Capistrano Community Redevelopment Agency 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 9 (714) 493-1171 Aq MCMLCRS OF THE CITY COUNCIL ' IL1 ANTHONY L. BLAND "JJJ LAWRENCE F. BUCHNBIM IInIR11I11 KENNETH E. FRICSS J(�Iltpl I9BI GARY L. HAUSOOR FEN 17n PHILLIP R. SCHWART2L • CITY MANAGER STEPHEN B. JULIAN January 27 , 1986 Thomas P. Clark Stradling, Yocca, Carlson & Rauth Attorneys at Law Wells Fargo Bank Building P. O. Box 7680 Newport Beach, California 92660-6401 Re: Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District and the San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano Dear Mr. Clark: The City Council of the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency at their respective meetings held January 7 , 1986 , approved the Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District and the San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano. Three copies of this Agreement are enclosed. Please sign all three copies and return them to this office in the enclosed self-addressed envelope. Your prompt attention to this matter will be very much appreciated. Very truly yours, MARY ANN/ ANOVER CMC City Clerk MAH/mac Enclosures cc: City Manager 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 Capistbano Unified Athool DisErict 0V)X'r 4'w",, in 4w-ffC' &'wt 32972 Calle Perfecto, San Juan Capistrano, California 92675 Phone (714)496 1215'837-51 61 BOARD OF TRUSTEES Pres[Ienl rFD KOPP PresJanuary 22, 1986 JAN OVERTON _ a Vic,Fravdent N :al ANNET TE B G'JDE Clerk Mr. Stephen Julian - } City Manager BRANR DemsEY Member City of San Juan Capistrano 32400 Paseo Adelanto ; PAUI BHASEMAN San Juan Capistrano, CA 92675 - M amber SUBJECT: REDEVELOPMENT AGREEMENT MFSFI WARD Mar,bc,mhci Enclosed are three duplicate originals of the Amended and Restated Redevelopment Agreement approved by the CUSD Board of Trustees January 6, 1985. Upon execution by both A EDWARD the City and Redevelopment Agency, please return a full wESTeERG, D.o.s P 9 Y Member executed copy to our office. The remaining two copies are for files. DISTRICT ADMINISTRATION JEROME R THORNSLEY, Ed D Sharon R. Tanner D,st...I Administrative Assistant GEORGE A RIBS, Ed.D enclosures Assistant Super...tcndent, Inst nrcnonal Operations WILLIAM F DAWSON Asystant Supcnntnndcm, Fealaros &S""cee LINDA A. KRONER pirect,,, Erzgtictyec Relations CAROLE F- BAILEY rhrector, Fiscal Services NORENE A BARR, Ph D. Community Rnlaoons Officer 0 0 AGENDA ITEM January 7 , 1986 TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager SUBJECT: Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District, the San Juan Capistrano Community Redevelopment Agency, and the City of San Juan Capistrano SITUATION: The San Juan Capistrano Community Redevelopment Agency has before it an Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District, the San Juan Capistrano Community Redevelopment Agency, and the City of San Juan Capistrano. This agreement has been considered by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency and a recommenda- tion for appropriate City Council action is forthcoming. A copy of the report to the Community Redevelopment Agency Board of Directors is attached for your review and consideration. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: None at this time, although future obligations of the Redevelopment Agency may necessitate borrowing of City funds to accomplish Agency objectives. The City of San Juan Capistrano is obligated under this agreement only to the extent that the Community Redevelopment Agency is unable to fulfill its obligations with respect to the acquisition of a civic center site. ALTERNATE ACTIONS: 1 . Do not approve this agreement. 2. Postpone approval of the agreement and direct staff to provide additional information. 3. Upon recommendation of the Community Redevelopment Agency, approve the agreement. ------------------------------------------------------------------- ------------------------------------------------------------------- RECOMMENDATION: Accept the recommendation of the Community Redevelopment Agency Board of Directors relative to the approval or other disposition of-thisagreement_ - Resp tful ub fitted, ;�oP Cl TY COUNCIL AGENDA ..:» to en B. ulian 0 0 3 . CAPISTRANO UNIFIED SCHOOL DISTRICT/COMMUNITY REDEVELOPMENT AGENCY AGREEMENT (406. 459) Councilman Friess requested an off-agenda report regarding the status of the agreement. ADMINISTRATIVE ITEMS CITY MANAGER 1 . AMENDED AND RESTATED COOPERATION AGREEMENT (CAPISTRANO / UNIFIED SCHOOL DISTRICT) (38-#459) x(38) Written Communications : (68) Report dated November 20 , 1984, from the City Manager, advising that a committee was appointed by the School District Board of Trustees to discuss concerns regarding language in the agreement with their legal counsel; that the District was unable to advise of a date by which the matter might be concluded. The report recommended rescheduling the item as appropriate . Item to be Rescheduled: It was moved by Councilman Buchheim, seconded by Councilman Friess , and unanimously carried to take the matter off the Agenda and reschedule as may be appropriate. u) a0) 2� AGENDA ITEM November 20, 1984 TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager SUBJECT: Amended and Restated Agreement of Cooperation Between the Capistrano Unified School District, the San Juan Capistrano Community Redevelop- ment Agency and the City of San Juan Capistrano SITUATION: Our office has been advised by Superintendent Thornsley that the CUSD Board of Trustees has appointed Board Members Kopp, Ward and Haseman to review the agreement between the District, the Agency and the City with their legal counsel , whom we have been advised is a Mr. Hamilton from the Sacramento area. Upon completion of their review with Mr. Hamilton, the committee will be prepared to meet with representatives of the Agency to discuss their concerns regarding the language of the agreement. As of this date, the District has not contacted my office regarding an appointment to meet with the committee, nor has the District been able to advise of a date by which we could expect this matter to be concluded. In light of the fact that the District believes it requires additional time to review this agreement with their legal counsel and is apparently unable at this time to conclude the agreement, I believe it would be in the interest of both parties to take this matter off agenda and to reschedule it as may be appropriate. ALTERNATE ACTIONS: 1 . Request additional information from staff. 2. Continue the item to the next regular meeting. 3. Take the item off agenda and reschedule when appropriate. ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- RECOMMENDATION: By motion, take this matter off the agenda and reschedule as may be appropriate. Respectfully subm' , Stephen B. Julian SBJ:cj AMENDED AND RESTATED COOPERATION AGREEMENT (CAPISTRANO UNIFIED SC OL DISTRICT) (38-#459) 8) In accordance with actions taken by the Community (68) Redevelopment Agency, this item was continued to the meeting of November 20 , 1984 . 400 P I! 4A A SAN J J"TR.k 1 92675 117 • a November 8 , 1984 Dr. Jerome Thornsley, Superintendent Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Re: Amended and Restated Cooperation Agreement Dear Dr. Thornsley: At their respective meetings of November 6 , 1984 , the City Council and the San Juan Capistrano Community Redevelopment Agency continued the items regarding the Amended and Restated Cooperation Agreement with Capistrano Unified School District to their meetings of November 20 , 1984 . Copies of the Staff Reports and Agendas will be forwarded to you prior to the meetings. If you have any questions, please don ' t hesitate to call. Very truly yours, d � MARY ANN HA OVER, CMC City Clerk MAH/mac cc: City Manager Cherie Whittaker Virginia Sherwood Don Parker Tim Campbell AGENDA ITEM November 6, 1984 TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager SUBJECT: Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District and the San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano SITUATION: The attached memorandum and agreement from the Community Redevelopment Agency is submitted for City Council consideration and approval . The attached memorandum to the CRA Board of Directors outlines the various provisions of the agreement. The City of San Juan Capistrano has been included as a party to this agreement to enforce its right to acquire the Capistrano Elementary School site and to construct thereon a City Hall , performing arts center, and other public institutional uses and facilities it determines to be appropriate; and secondly, to enforce its right to file necessary and appropriate applica- tions for land use approvals in conjunction with portions of the San Juan School site if it so elects. The City does not have any other obligations , financial or otherwise, under this agreement. The Community Redevelopment Agency Board of Directors recommends approval of this agreement by the City Council . BOARD/COMMISSION REVIEW & RECOMMENDATION: Not applicable. FINANCIAL CONSIDERATIONS: The City has no financial obligation under this agreement except if it desires to enforce its right to acquire all or portions of the Capistrano Elementary School site in the event the Agency is unable to meet its obligations under this agreement. ALTERNATE ACTIONS: 1 . Do not approve the agreement. 2. Postpone approval of the agreement and request additional information from staff. 3. Approve the agreement. (�.-..n Iii" � .-:fie • D Agenda Item - CUSD/CRA/City Agreement -2- November 6, 1984 RECOMMENDATION: By motion, approve the Amended and Restated Agreement for Cooperation Between the Capistrano Unified School District and the San Juan Capistrano Community Redevelopment Agency and the City of San Juan Capistrano, and authorize the Mayor to execute the agreement on behalf of the City. Respectfully submitted, Stephen B. Juli SBJ:cj Attachments 00 P AD AM7n SAN QTR ITa . 1177j�_.� 1 92675 _t;t i VJ f FAN 1 17 f February 28 , 1984 Dr. Jerome Thornsley, Superintendent Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Re: Agreement between School District, City, and Community Redevelopment Agency Dear Dr. Thornsley: Enclosed please find two copies of the Agreement for Cooperation between the Capistrano Unified School District, the City of San Juan Capistrano, and the Community Redevelopment Agency. This Agreement was approved by the City Council and the Community Redevelopment Agency at their respective meetings on February 21 , 1984. Upon approval of the Board of Trustees of the Capistrano Unified School District, please return one fully-executed copy of the Agreement to this office. Thank you for your cooperation. Very truly yours, MARY ANN CMC City Clerk MAH/mac Enclosures CC: Community Redevelopment Agency City Manager Director of Community Planning and Development Tom Clark • AGREEMENT WITH CAPISTRANO UNIFIED SCHOOL DISTRICT (38-#459) (38) It was moved by Councilman Schwartze, seconded by Councilman (68) Friess and unanimously carried to approve the Agreement for Cooperation between the City, the Community Redevelopment Agency, and the Capistrano Unified School District for the use of Buchheim Field. Director Buchheim noted for the record that Buchheim Field had been named for his father and that neither his family nor heirs have a financial interest in the property. 3 400 P a !AM Ai9TQ'� SAN JLA'X PtSTRANO,CALLF0441A 92675 o- 'FH'ONI�497-7 f 7,} ' s February 23 , 1984 Dr. Jerome Thornsley, Superintendent Capistrano Unified School District 32972 Calle Perfecto San Juan Capistrano, California 92675 Re: Agreement between School District, City, and Community Redevelopment Agency Dear Dr. Thornsley: At their meetings of February 21 , 1984 , the City . Council and the Community Redevelopment Agency approved the Agreement between the Capistrano Unified School District, the City of San Juan Capistrano, and the Community Redevelopment Agency for the use of Buchheim Field. It is our understanding that the Board of Trustees of the Capistrano Unified School District will take formal action on the Agreement at their meeting of March 5 , 1984. Your cooperation is appreciated. Very truly yours , MARY ANN H OVER, CMC City Clerk MAH/mac Cc: Community Redevelopment Agency City Manager Director of Community Planning and Development Tom Clark