HomeMy WebLinkAboutC25040 - Conveyance AgmntContract No. C250
CITY OF PALM DESERT
FINANCE DEPARTMENT
STAFF REPORT
REQUEST: Request to authorize Mayor or City Manager to execute an Conveyance
Agreement with Myron Macleod (Property located between Lowe's and
Desert Gateway on Monterey Avenue).
Date: March 23, 2006
CONTENTS: Conveyance Agreement
Map of District along with Ownership of each parcel.
Recommendation:
By Minute Motion, authorize Mayor or City Manager to execute Conveyance Agreement
with Myron Macleod.
Background:
For several months, City staff has been discussing with property owners in Section 29 the
formation of an Assessment District to finance various public infrastructure improvements. The
tentative schedule for formation of the Assessment District provides for the improvements to be
started sometime in October of this year.
Of particular importance to the City is the right-of-way acquisition and widening of Monterey
Avenue north of the Lowe's Home Improvement Center. Staff has worked with the property
owner that is impacted by the widening of Monterey Avenue and the owner has agreed to
dedicate to the City, at no cost, the necessary right-of-way to widen Monterey Avenue provided
that the City finances the widening project and does not seek reimbursement from the owner.
This may also preclude the City from getting reimbursed through the Section 29 Assessment
District. The estimated value of the right-of-way is $3,000,000. The estimated construction cost
for the Monterey Avenue widening project is $ 500,000.
The attached Conveyance Agreement between the City and the subject owner provides for the
owner to dedicate the necessary right-of-way for the Monterey Avenue widening and provides
that the City will not seek reimbursement for the cost of the widening project. By entering into
the Conveyance Agreement and agreeing to finance the cost of the widening project, the City
will receive the necessary right-of-way at no cost and be able to accomplish the widening project
in the near future.
Staff recommends that the City Council authorize and direct the Mayor or the City Manager to
execute the Conveyance Agreement in substantially the form presented to the
Page 2 — Conveyance Agreement Staff Report
City Council and to authorize and direct City Staff to execute and deliver any and all necessary
documents and instruments and to do all things which they may deem necessary or proper in
order to effectuate the purposes of the Conveyance Agreement.
Upon approval of agreement staff will be able to start work on water lines, SCE utility pole
relocation (schedule for June) and construction of street improvements on Monterey Avenue.
Submitted By:
a ,iiiot__
Paul S. Gibson
Director of Finance/City Treasurer
Approval:
Carlos Ortega, City Manager
,.'`.----/ ....,--------
Dave Yrigo,,:
Director/ •." -edevelopment & Housing
DRAFT
CONVEYANCE AGREEMENT
THIS CONVEYANCE AGREEMENT (the "Agreement") is dated as of March , 200_, and is
entered into by and between the CITY OF PALM DESERT, a California municipal corporation
(the "Purchaser") and (the
"Seller").
RECITALS
A. The Seller is the owner of the land described on Exhibit "A" attached hereto and
the improvements thereon (the "Property").
B. Seller has agreed to convey the Property to the Purchaser on the terms and subject
to the conditions set forth therein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following capitalized terms as used in this Agreement shall have the respective
meanings set forth below:
Section 1.1 City means the City of Palm Desert, a municipal corporation.
Section 1.2 Due Diligence Documents shall mean all material agreements, reports and
other documents in Seller's possession that pertain to the Property.
Section 1.3 Governmental Requirements means all applicable laws, ordinances,
statutes, codes, rules, regulations, orders and decrees of the United States, the State of California,
the County of Riverside, the City, or any other political subdivision in which the Property is
located, and of any other political subdivision, agency or instrumentality exercising jurisdiction
over the Seller, the Purchaser or the Property, including all applicable federal, state and local
occupation, safety and health laws, rules, regulations and standards, applicable state labor
standards, the City zoning and development standards, building, plumbing, mechanical and
electrical codes, and all other provisions of the Municipal Code of the City of Palm Desert, and
all applicable disabled and handicapped access requirements, including, without limitation the
Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section
4450, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
Section 1.4 Hazardous Materials shall include, but not be limited to, substances
defined as "hazardous substances, " "hazardous materials, " "pollutant or contaminant, "
"imminently hazardous chemical substance or mixture, " "hazardous air pollutant, " "toxic
pollutant, " "hazardous waste, " "extremely hazardous waste " or "toxic substances " in any of
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
§1801, et seq.; The Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.; and
those substances defined as "hazardous substances " in §25316 of the California Health &
Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws.
ARTICLE 2. CONVEYANCE OF THE PROPERTY TO PURCHASER.
Section 2.1 Agreement. The Seller hereby agrees to convey the Property to Purchaser,
and Purchaser hereby agrees to accept the Property, upon the terms and subject to the conditions
hereinafter set forth.
Section 2.2 Conditions to the Sale of the Pronertv; Closing Date. The following
events are conditions precedent to the Seller's conveyance of the Property to the Purchaser:
(i) the Purchaser's Due Diligence Documents, if any, to be delivered to Purchaser by
Seller under Section 2.7 and approval thereof by Purchaser;
(ii) Purchaser's inspection of the Property and approval of the conditions thereof;
[(iii) delivery of such corporate documents and authorization of the Seller that the
Purchaser or its title company may require, and approval thereof by Purchaser];
(iv) the commitment of a title company acceptable to Purchaser of a title policy
insuring Purchaser as the owner of the Property that is in form and substance acceptable to
Purchaser.
The date upon which the above conditions precedent have been fully satisfied and the
Grant Deed recorded in the Official Records of Riverside County, is referred to herein as the
"Closing," and shall occur no later than .2006.
Section 2.3 Purchase Price. Purchaser shall pay to Seller the sum of ONE AND
NO/100 DOLLARS ($1.00) (the "Purchase Price") for the Property in cash at the Closing.
Section 2.4 Delivery Of Documents. Seller and Purchaser, as applicable, hereby
covenant and agree to deliver at least one (1) business day prior to the Closing the following
instruments, documents, and funds, the delivery of each of which shall be a condition of the
Closing.
Section 2.4.1 Seller shall deliver to Purchaser a Grant Deed in the form of
Exhibit `B" attached hereto (the "Deed"), duly executed and acknowledged by Seller.
Section 2.4.2 Purchaser shall deliver to Seller an Acceptance Certificate, duly
executed and acknowledged, in the form attached to the Deed (the "Acceptance").
Section 2.4.3 Authorization To Record Documents. Purchaser is hereby
authorized to record the Deed and Acceptance in the Official Records of Riverside
County, California.
Section 2.5 Escrow Charges And Prorations.
Section 2.5.1 Purchaser shall pay: (i) all costs and charges for recording the
Deed (if any); (ii) all documentary or other local transfer taxes on the transfer of the
Property (if any); and (iii) the charges for Purchaser's title insurance.
P6402-0001\879268v1.doc 2
Section 2.5.2 Taxes, assessments, rent and other income, and all operating
expenses and other expenses shall be apportioned with respect to the Property as of 12:01
a.m., on the day on which the Closing occurs, as if Purchaser were vested with title to the
Property during the entire day upon which the Closing occurs.
Section 2.6 Survev. Purchaser may, at Purchaser's sole cost and expense, obtain an
ALTA survey of the Property prepared by a registered land surveyor licensed by the State of
California.
Section 2.7 Review of Due Dili>ence Documents; Phvsical Condition Inspection.
Seller shall deliver copies of all Due Diligence Documents in Seller's possession to Purchaser
within ten (10) days after the date of this Agreement. Purchaser shall have the right to inspect
the Property. Purchaser any object to any such document or the physical condition of the
Property and terminate this Agreement based on such objection by written notice to Seller given
on or before Closing Date.
Section 2.8 Brokers' Commissions. Purchaser represents and warrants to Seller that
Purchaser has used no broker, agent, finder or other person in connection with the transaction
contemplated hereby to whom a brokerage or other commission or fee may be payable. Seller
represents and warrants to Purchaser that Seller has used no broker, agent, finder or other person
in connection with the transaction contemplated hereby to whom a brokerage or other
commission or fee may be payable. Each party shall indemnify, defend and hold the other
harmless from any claims, liabilities, costs, losses, expenses and damages resulting from any
breach by the indemnifying party of its representations and warranties in this Section.
Section 2.9 Hazardous Materials. Seller hereby represents that, to Seller's knowledge,
no Hazardous Materials are located in, on or under the Property and no releases of Hazardous
Materials have occurred in, on or under the Property.
ARTICLE 3. USE OF THE PROPERTY
Section 3.1 Use. Purchaser shall use the Property for roadway expansion purposes
and for no other purposes. [?]
Section 3.2 Oblil;ation to Complete Expansion. The Purchaser shall use good faith
efforts to complete its roadway expansion work on the Property within a reasonable time, but not
earlier than . 200_, subject in each case to delays beyond the control of Purchaser.
Purchaser shall not seek reimbursement from Seller for the costs of such work.
ARTICLE 4. GENERAL PROVISIONS
Section 4.1 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of
this Agreement or any amendments or exhibits hereto.
Section 4.2 Police Powers. Nothing contained herein shall be deemed to limit, restrict,
amend or modify, or to constitute a waiver or release of, any ordinances, notices, orders, rules,
P6402-0001\879268v1.doc 3
regulations or requirements (now or hereafter enacted or adopted and/or as amended from time to
time) of the City or the Seller, or their departments, commissions, agencies and boards and the
officers thereof, including, without limitation, any redevelopment or general plan or any zoning
ordinances, or any of the City's or the Seller's duties, obligations, rights or remedies thereunder
or pursuant thereto or the general police powers, rights, privileges and discretion of the City or
the Seller in the furtherance of the public health, welfare and safety of the inhabitants thereof;
provided, however, that the Seller agrees not to take any action to frustrate or hinder the intent or
effect of this Agreement.
Section 4.3 Time of the Essence Time is of the essence of this Agreement and all
obligations hereunder.
Section 4.4 Notices, Demands and Communications Between the Parties Notices,
demands and communications between the Seller and the Purchaser shall be deemed sufficiently
given if (i) delivered personally, (ii) dispatched by registered or certified mail, postage prepaid,
return receipt requested, or (iii) sent by nationally -recognized reputable overnight delivery
service to the principal offices of the Seller and the Purchaser as set forth below. Such written
notices, demands and communications may be sent in the same manner to such other addresses
or to such other address as any Party may from time to time designate by mail as provided in this
Section, and shall be deemed received upon delivery or refusal of delivery, if delivered
personally, within three (3) business days after deposit of same in the United States mail, if
mailed, or one (1) business day after deposit of same with a nationally recognized reputable
overnight delivery service if sent by such a delivery service.
To the Purchaser: City Manager
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
To the Seller:
Section 4.5 Warranty Aeainst Pavment of Consideration for Agreement. The Seller
warrants that it has not paid or given, and will not pay or give, to any third person, any money or
other consideration for obtaining this Agreement.
Section 4.6 Attornevs' Fees. If any party brings an action to enforce the terms hereof
or declare its rights hereunder, the prevailing party in any such action shall be entitled to its
actual attorneys' fees to be paid by the losing party. If the Seller or the City, without fault, is
made a party to any litigation instituted by or against the Purchaser, then the Purchaser shall
defend the Seller and the City against and save the Seller and the City harmless from all costs
and expenses including attorneys' fees incurred in connection with such litigation.
P6402-0001\879268v1.doc 4
Section 4.7 Venue. In the event of any litigation hereunder, all such actions shall be
instituted in the Superior Court of the County of Riverside, State of California, or in an
appropriate municipal court in the County of Riverside, State of California.
Section 4.8 Applicable Law. This Agreement shall be governed by the laws of the
State of California.
Section 4.9 Successors and Assigns; Transfer. The provisions hereof shall be binding
upon, and inure to the benefit of, the Seller and the Purchaser and their successors and assigns.
Section 4.10 No Joint Venture. Nothing contained herein shall be construed to render
the Seller in any way or for any purpose a partner, joint venturer, or associated in any
relationship with the Purchaser, nor shall this Agreement be construed to authorize either party to
act as agent for the other.
Section 4.11 Waiver The waiver by the Seller or the Purchaser of any breach by the
other party of any term, covenant, or condition herein contained shall not be deemed to be a
waiver of such term, covenant, or condition or any subsequent breach of the same or any other
term, covenant, or condition herein contained. Either party's acceptance of any performance by
the other party after the due date of such performance shall not be deemed to be a waiver by
either party of any preceding breach by the other party of any term, covenant, or condition of this
Agreement, regardless of such party's knowledge of such preceding breach at the time of
acceptance of such performance.
Section 4.12 Entire Agreement, Waivers and Amendments This Agreement, together
with all attachments and exhibits hereto and all documents to be executed and delivered pursuant
to this Agreement, constitutes the entire understanding and agreement of the Parties hereto. This
Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and
supersedes all negotiations or previous agreements between the parties with respect to all or any
part of the subject matter hereof. Any waiver, amendment, or modification of any provision of
this Agreement must be in writing and signed by both parties.
Section 4.13 Execution in Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 4.14 Waiver of Relocation Benefits and Condemnation Claims. Seller hereby
unconditionally waives and releases, and agrees not to assert, any and all rights and benefits it
may have under the California relocation laws and guidelines, as well as any claims against the
?9 based on inverse condemnation or similar grounds, and acknowledges and agrees
that the Purchaser would not enter into this Agreement absent such waivers and releases in favor
of Purchaser.
P6402-000I \879268v t .doc 5
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
day and year first above written.
PURCHASER:
CITY OF PALM DESERT,
a California municipal corporation
By:
Name:
Title:
Attest:
, City Clerk
Approved as to Form:
Bruce Galloway
for Richards, Watson & Gershon,
a professional corporation
SELLER:
P6402-0001 \879268v Ldoc 6
List of Exhibits
Exhibit "A" Legal Description of Property
Exhibit `B" Form of Grant Deed
Conveyance Agreement
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
Conveyance Agreement A-1
EXHIBIT "B"
FORM OF GRANT DEED
(Attached.)
Conveyance Agreement B-1
RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO
AND MAIL TAX STATEMENTS TO:
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention:
FiIM
[Space Above For Recorder's Use Only]
The undersigned declare that this Grant Deed is exempt from (a) recording fees pursuant to
California Government Code Section 27383 and (b) documentary transfer tax pursuant to
California Revenue and Taxation Code Section 11922.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, _
("Grantor"), hereby GRANTS to
the CITY OF PALM DESERT, a municipal corporation ("Grantee"), that certain real property
located in the City of Palm Desert, County of Riverside, State of California, more particularly
described as follows:
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth
below.
Dated as of: .2006
Conveyance Agreement B-2
STATE OF CALIFORNIA
COUNTY OF
On , 2006, before me, , a Notary
Public in and for the State of California, personally appeared
, personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature on the instrument,
the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
STATE OF CALIFORNIA
COUNTY OF
On , 2006, before me, , a Notary
Public in and for the State of California, personally appeared
, personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature on the instrument,
the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
Conveyance Agreement B-3
CERTIFICATE OF ACCEPTANCE
This is to certify that the land conveyed by that certain Grant Deed dated as of March
2006, from , to the City of Palm Desert, a
California municipal corporation, is hereby accepted by the undersigned officer on behalf of the
City of Palm Desert pursuant to authority conferred by the City of Palm Desert adopted on
, 200_, and the grantee consents to recordation thereof by its duly authorized
officer.
Dated as of: , 2006
Name:
Its:
Relates to: APN's
STATE OF CALIFORNIA
COUNTY OF
On , 2006, before me,
a Notary Public in and for the State of California, personally appeared
, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
Conveyance Agreement B-4
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i ��' {�"��E. MACLEOC / WORLD / PONOER08A
PARCEL
OWNERSHIP
ACREAGE
PERCENTAGE
Area 1
Macleod Family Trust
70.64
22.64
Area 2
Lowes Corporation
20.67
6.63
Area 3
Sares-Regis Group
25.06
8.03
Area 4
World Development
36.62
11.74
Area 5
Ponderosa Homes
118.19
37.88
Area 6
Ponderosa Homes
3.0
0.96
Area 7
Noble Company
36.4
11.67
Area 8
Sares Regis Group
1.42
0.45
TOTAL
1
312
100%
9