HomeMy WebLinkAboutCC Resolution 11344 (Land Purchase Agr; 26 Acres; Gold Hill Grade)RESOLUTION NO. 11344
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL 1) APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE A LAND PURCHASE AGREEMENT FOR CITY
ACQUISITION OF 26 ACRES ON GOLD HILL GRADE FOR OPEN
SPACE (APN #015-250-28; #015-250-55); 2) AUTHORIZING THE MAYOR
TO EXECUTE CERTIFICATES OF ACCEPTANCE OF GRANT DEEDS
FOR SAID PARCELS; AND 3) AUTHORIZING THE CITY MANAGER
TO EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY TO
COMPLETE SAID PURCHASE.
WHEREAS, Golden Forest, LLC and Dominican Property Company, LLC
("SELLERS" herein), the owners of two parcels of land totaling 26 acres on Gold Hill Grade
APN#015-250-28; #015-250-55 ("PROPERTY" herein), desire to sell PROPERTY to the City
of San Rafael ("CITY" herein) to be held and used by the CITY solely for open space purposes;
and
WHEREAS, PROPERTY is located in a hillside area of the CITY and is surrounded on
three sides by CITY's Barbier Memorial Park; and
WHEREAS, the PROPERTY has been appraised in an MAI appraisal report as having
a market value of over $1,400,000.00; and
WHEREAS, SELLERS are ready, willing and able to grant PROPERTY to CITY for
$690,000.00, free of all encumbrances except for a pipeline easement, a roadway easement and
an access easement across the property benefiting adjacent privately owned parcels of land; and
WHEREAS, CITY has funds available for this purchase in its 1972 Open Space Land
Acquisition Bond Fund, which funds can only be expended for the purchase of open space lands
within the CITY; and
ORIGINAL
WHEREAS, the Marin County Open Space District ("MCOSD" herein) has agreed to
contribute $95,000.00 toward the purchase of PROPERTY in exchange for the CITY's grant to
MCOSD of a conservation easement over PROPERTY guaranteeing that PROPERTY will
remain permanently as open space; and
WHEREAS, a group of San Rafael residents have formed the Save Gold Hill Committee
("SGHC" herein) and have raised over $105,000.00 to contribute to CITY toward the purchase
of PROPERTY; and
WHEREAS, as a result of the contributions of MCOSD and SGHC, the CITY's portion
of the purchase price will not exceed $490,000.00.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
DOES RESOLVE AS FOLLOWS:
1. The Council hereby approves a land purchase agreement, a copy of which is
attached and incorporated herein, with Golden Forest LLC and Dominican Property Company,
LLC, for the purchase of the PROPERTY (APN#015-250-28; #015-250-55) and authorizes the
Mayor to execute said agreement.
2. The Council hereby authorizes the Mayor to execute Certificates of Acceptance of
the grant deeds for the PROPERTY.
3. The Council hereby authorizes the City Manager to execute any and all other
documents necessary to complete the purchase of PROPERTY.
4. The Council hereby finds that this action is a project which will not have any
significant effect on the environment (CEQA Guidelines §15061(b)(3)) and is categorically
exempt from review under the provisions of the California Environmental Quality Act (CEQA
Guidelines §15317).
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I, Jeanne M. Leoncini, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael
City Council held on the 16`h day of June, 2003, by the following vote to wit:
AYES: Councilmembers: Heller, Miller, Phillips and Mayor Boro
NOES: Councilmembers: None
ABSENT: Councilmembers: Cohen
JEKI�NE M. LEONCINI, City Clerk
AN AGREEMENT BETWEEN THE CITY OF SAN RAFAEL
AND GOLDEN FOREST, LLC AND DOMINICAN PROPERTY
COMPANY, LLC FOR THE PURCHASE OF 26.102 ACRES OF
LAND ON GOLD HILL GRADE.
THIS AGREEMENT ("Agreement") is entered into as of this'7-/day o , 2003,
by and between The City of San Rafael, a municipal corporation duly chartered and existing
under the Constitution and laws of the State of California, hereinafter referred to as "City;" and
Golden Forest, LLC, a California limited liability company, and Dominican Property
Company, LLC, a Delaware limited liability company, hereinafter referred to as "Seller."
RECITALS
A. Seller owns certain real property (hereinafter referred to as "Property") in the
City of San Rafael, County of Marin, State of California, consisting of approximately 26.102
acres of land located in the Gold Hill area. The Property is currently assessed by the Marin
County Assessor as APN# 015-250-28 and #015-250-55 and is further described in the
Preliminary Title Report issued to City by California Land Title Company dated April 22, 2003
under Order No. 248312 -SD, attached hereto as Exhibit "A" and by reference made a part hereof.
B. City desires to purchase from Seller, and Seller is willing to sell to City, the
Property on the terms and conditions hereinafter set forth.
C. City desires to purchase the Property using City Open Space Bond funds, as well
as funds contributed from the Marin County Open Space District, and from the Save Gold Hill
Committee.
NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as
follows:
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1. TERM. The term of this Agreement shall be for sixty (60) days. Said period
shall commence from the date that both City and Seller have signed this Agreement and said
date shall be entered herein above as date Agreement is entered into. During said period, this
instrument shall constitute an irrevocable offer by Seller to sell and convey the Property to City
for the consideration and under the terms and conditions herein set forth.
2. PURCHASE PRICE. The purchase price for the Property as generally
described herein, subject to Paragraph 3.1 herein, shall be Six Hundred and Ninety Thousand
Dollars ($690,000) cash. In consideration for the City's grant to the Marin County Open Space
District of a conservation easement over the Property, the Marin County Open Space District
and the Save Gold Hill Committee shall deposit into escrow a minimum of Two Hundred
Thousand Dollars $200,000.00 of the purchase price. City shall deposit into escrow the balance
of the purchase price up to a maximum of Four Hundred, Ninety Thousand Dollars $490,000.00.
City and Seller understand, acknowledge and agree that the failure of the Marin County Open
Space District and the Save Gold Hill Committee to timely deposit a minimum of Two Hundred
Thousand Dollars $200,000.00 into escrow shall automatically terminate this agreement and
neither party shall have any liability or obligation to the other. Any money deposited by City
into escrow shall be returned to City and the escrow shall be terminated.
3. CONDITIONS. City agrees to purchase and Seller agrees to sell Property to
City upon the satisfaction of the following terms and conditions:
3.1 ESCROW.
a) When this Agreement is fully executed, the purchase and sale of
the Property generally described herein shall be completed, within sixty (60) days of the date
first written above, through escrow No. 248312 SD at California Land Title Company of Marin,
700 Irwin At Second Street, San Rafael, CA 94901 (Title Company). "Close of Escrow" shall be
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the time the Seller's Grant Deed (as defined below) is filed by the Title Company in the
Recorder's Office of the County of Marin.
following into escrow.
b) Prior to the Close of Escrow, Seller and City shall deposit the
1) Seller shall deposit the Grant Deeds duly executed by the
Seller in a form acceptable to City to convey the Property to City.
2) Marin County Open Space District and Save Gold Hill
Committee shall deposit a minimum of Two Hundred Thousand Dollars $200,000.00 of the
purchase price.
3) City shall deposit up to a maximum of Four Hundred,
Ninety Thousand Dollars $490,000.00 of the purchase price for the Property together with
enough additional cash to pay City's share of closing costs.
4) Seller and City shall pay expenses of escrow and closing
and prorations shall be made as follows:
i) City shall pay all fees for the recordation of the
Grant Deeds, the premium for the policy of title insurance, documentary transfer taxes, if any, on
the Grant Deeds, and all escrow fees.
ii) Real Property taxes and assessments shall be
prorated for the period due by Seller as of Close of Escrow.
3.2 ESCROW CLOSURE.
When the foregoing have been deposited by Seller and City, the full
purchase price has been received into escrow, and the Title company is prepared to issue its
policy of title insurance in accordance with Paragraph 4.6 hereof, the Title Company shall be
directed to:
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a) Deliver the purchase price to or on the order of Seller.
b) Record the Grant Deeds at the Recorder's Office of Marin County
and instruct the County Recorder to deliver the Grant Deeds to City.
C) Deliver to City the policy of title insurance and a copy of the
City's and Seller's escrow closing statements.
3.3 TITLE.
a) Title to the Property is to be conveyed by Seller to City through
the escrow, free and clear of all liens and encumbrances, taxes and assessments, penalties and
costs, leases (recorded and unrecorded), easements, rights-of-way, bonds, and any and all
restrictions and reservations of record, other than exceptions to title set forth as Items Numbered
1, 2, 3, 4, 5, 6, 7, 8 and 9 in Preliminary Title Report issued to City by California Land Title
Company of Marin dated April 22, 2003 under Order No. 248312 -SD, Exhibit "A", or any
updates thereof and that survey prepared by Oberkamper & Associates dated December 7, 2000
and revised June 16, 2001.
b) The Title Company shall issue to City a standard California Land
Title Association form policy of title insurance for the Property with total liability in the amount
of the purchase price, showing title to the Property vested in City of San Rafael, a municipal
corporation, and such other exceptions as may be approved by City. The issuance of such title
policy to City shall be in full satisfaction of Seller's obligations with respect to title.
4. POSSESSION. City shall be entitled to possession of the Property at "Close of
Escrow". Seller shall be entitled to all privileges and benefits of ownership of the Property until
"Close of Escrow," and nothing contained herein shall be deemed to restrict or impede Seller's
full use and enjoyment of the Property before said date.
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5. CITY'S RIGHT OF ACCESS. From and after the execution of this agreement,
City shall have the right to access and enter upon the Property for purposes of inspection in
connection with this agreement. City shall defend, indemnify and hold Seller harmless from and
against all claims, liabilities, actions, mechanics liens and attorneys fees and costs arising out of,
or in connection with, City's entry on or inspection of the Property, excluding the discovery of
pre-existing conditions.
6. NOTICES. Any notice, request, demand, instruction, or other communication to
be given to any party hereunder shall be in writing and delivered as follows:
If to Sellers, to: Mr. David Santistevan
4660 La Jolla Village Drive
Suite 200
San Diego, CA 92122
If to City, to: The City of San Rafael
City Manager
P.O. Box 151560
San Rafael, CA 94915-1560
The City of San Rafael
Director of Public Works
111 Morphew Street
San Rafael, CA 94901
Notice shall be delivered personally, including by messenger or courier, or by certified mail,
return receipt requested, postage prepaid. Notices shall be deemed to have been duly given (a) if
delivered personally, on the date of delivery; (b) if transmitted by certified mail, on the earlier of
(i) the second (2nd) business day after the date of such mailing, or (ii) the date of receipt. The
addresses and addressees for the purposes of this paragraph may be changed by giving written
notice of such change in the manner provided herein for giving notice. Unless and until such
written notice is received, the last address and addressee as stated by written notice, or as
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provided herein if no written notice or change has been sent or received, shall be deemed to
continue in effect for all purposes hereunder.
7. FURTHER ASSURANCES. Seller and City agree that at any time or from time
to time after the execution of this Agreement and whether before or after the Close of Escrow
they will, upon request of the other, execute and deliver such further documents and do such
further acts and things as such party may reasonably request in order to fulfill the purposes of this
Agreement.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and to their respective successors and assigns.
Neither City nor Seller shall assign this Agreement without the prior written consent of the
other. Any assignment without such consent shall be null and void.
9. TIME. Time is of the essence of this Agreement and failure to comply with this
provision shall be a material breach of this Agreement. Unless previously extended in writing by
City and Seller, the escrow shall close on or before the expiration of this Agreement. If the
escrow fails to close as provided above, City or Seller may at any time thereafter give written
notice to the escrow holder to cancel the escrow and return all money and documents in escrow
to their respective depositors. The escrow holder shall comply with the notice without further
consent from any other party to the escrow or from the broker. Cancellation of escrow as
provided herein shall be without prejudice to whatever legal rights City and Seller may have
against each other.
10. COMMISSIONS. Each of the parties hereto represents and warrants that it has
not dealt with any sales representative, broker, or finder with respect to this transaction. No
commissions will be paid by City in the event that a claim is made by a licensed real estate
professional or any other party.
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11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
12. SELLER'S COVENANT. As a covenant that will survive the close of escrow,
Seller warrants as follows:
a. Seller is the sole owner of the Property, free and clear to Seller's
knowledge, of all liens, claims, encumbrances, easements, licenses, encroachments or rights of
way of any nature, other than those disclosed of record by Preliminary Title Report dated April
22, 2003, Order No. 248312 -SD attached as Exhibit "A."
b. There are no oral or written leases on all or any portion of the Property
exceeding a period of one month, and Seller agrees to hold City harmless and reimburse Seller
for any and all of its losses and expenses occasioned by reason of any lease of said Property held
by any tenant of Seller for a period exceeding one month.
C. To Seller's knowledge, the property contains not less than 26.102 acres of
land, comprised of two adjoining parcels, APN# 015-250-28 and #015-250-55.
Property.
d. To Seller's knowledge, there is no litigation pending respecting the
e. To Seller's knowledge, there exist no land subsidence nor drainage
problems on the Property.
As used in this Agreement, the words "to Seller's knowledge" or words of similar import mean
the current actual subjective knowledge of David Santistevan without further investigation or
inquiry.
13. HAZARDOUS WASTE. Seller warrants that, during the time in which Seller
owned the Property, neither Seller nor, to the best of Seller's knowledge, any third party has
used, generated, manufactured, produced, stored or disposed of, on, under or about the Property
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or transported to or from the Property any hazardous materials. "Hazardous Materials" means
any substance defined as "hazardous wastes," "hazardous substances," "hazardous materials,"
"toxic substances" or words to that effect under any applicable current or future federal, state or
local laws or regulations including, but not limited to, petroleum and asbestos. Seller knows of
no proceeding or inquiry by any governmental authority (including without limitation, the
California State Department of Health Services) with respect to the presence of hazardous
materials on, under or about the Property or the mitigation thereof from or to other property.
14. EFFECT OF WAIVER OF PROVISION ON REMEDY. No waiver by a
party of any provision of this Agreement shall be considered a waiver of any other provision or
any subsequent breach of the same or any other provision, including the time for performance of
any such provision. The exercise by a party of any remedy provided in this Agreement or at law
shall not prevent the exercise by that party of any other remedy provided in this Agreement or at
law.
15. CAPTIONS, JOINT AND SEVERAL LIABILITY, CONTROLLING LAW.
The captions heading the various paragraphs of this Agreement are for convenience and shall not
be considered to limit, expand, or define the contents of the respective paragraphs. Masculine,
feminine, or neuter gender, and the singular and the plural number, shall each be considered to
include the other whenever the context so requires. If either party consists of more than one
person, each such person shall be jointly and severally liable. This agreement shall be interpreted
under California law and according to its fair meaning, and not in favor of or against any party.
16. NO REPRESENTATION REGARDING LEGAL EFFECT OF
DOCUMENT. No representation, warranty, or recommendation is made by City, its agents,
employees, or attorneys regarding the legal sufficiency, legal effect, or tax consequences of this
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Agreement or the transaction, and each signatory is advised to submit this agreement to his
respective attorney before signing it.
17. PROPERTY VALUATION. The Property has been appraised in an MAI
appraisal, a copy of which Seller will provide to City within fifteen (15) days of the execution of
this Agreement. The Seller believes this amount to be the fair market value of the Property.
Due to current budgetary constraints, City will pay that purchase price stated in Section 2.,
above. Accordingly, Seller is contributing to the City the difference between the fair market
value and the City's payment, as a charitable contribution. City shall deliver to Seller at close of
escrow a statement acknowledging that a) this difference in the fair market value as referenced in
Seller's appraisal, and the purchase price is accepted by the City as a charitable contribution, b)
the City is not, has not and will not provide to Seller any goods or services in consideration
thereof, and c) an IRS Form 8283, "Donee Acknowledgment," executed by City. Seller
understands and acknowledges that any tax determination or other consequences of this
transaction are the sole responsibility and obligation of Seller; City makes no guarantee in regard
thereto.
18. ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies the
entire agreement and understanding between the parties relating to the subject matter hereof and
may not be amended, waived or discharged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver, or discharge is sought. This
Agreement supersedes all prior discussions, negotiations, agreements, and memoranda whether
oral or written.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Marin
On Thurs. , July 17, 2001efore me,
Date
personally appeared Albert J. Boro
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NANCY HANND
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Nancy Hann, Notary Public
Name and Title of Officer (e.g., *Jane Doe, Notary Publicl
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OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Certificate of Accepptance of Grant of Interest
in Peal Property; UN 15-250-55 (Golden Forest, LL
Document Date: JU1 V 7. 2003 Number of Pages: --
Signer(s) Other Than Named Above: --
Capacity(ies) Claimed by Signer
Signer's Name: Al bert J. Boro
KlullT
OF SIGNER
❑ Individual
51 MOMere
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney -in -Fact
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❑ Trustee
tial
❑ Guardian or Conservator
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XX Other: Mayor
Signer Is Representing: City of San Rafael
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