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HomeMy WebLinkAbout1982-05-11; City Council; 6964-1; Purchase of County Land• Aft* 6964-1 MTG 5/11/82 DEPT CM CIT vF CARLSBAD - AGENDA ,ILL TITLE: PURCHASE OF COUNTY LAND '••"- ((p) DPPT HD. CITY ATTY^fiQ PITY MfiR -***- QUl OCEa.a. o o u oo RECOMMENDED ACTION: Approve revised Purchase and Sale Agreement with the County for acquisition of 26 acres adjacent to Palomar Transfer Station and authorize the Mayor to sign the Agreement. ITEM EXPLANATION The City Council at your meeting of April 13, 1982 approved the Purchase and Sale Agreement for the property. The City Manager conducted further negotiations with the County resulting in the following revisions to the Agreement: has All provisions the Agreement. for Los Monos Road have been deleted from FAA approval of the sale has been added as a pre-condition to the closing of escrow scheduled to occur on or before June 30, 1982. Extensive provisions for the City to obtain temporary easements for grading, slope, fill, construction and utilities have been deleted (pages 7, 7a the extent that such order to develop the County at that time. should be revised to and seller may each other in order to develop. Buyer and seller agree that they will not unreasonably withhold consent to the granting of any such eas ement s." and 7b). The City Manager agrees that to easements are necessary in the future in property they will be negotiated with the The Agreement prepared by the County add subsection 5C to page 7 to read, "Buyer need easements over the property of the The balance approved by of the Agreement is the City Council. essentially the same as previously FISCAL IMPACT Since the cost of the acquisition and construction of Los Monos had not been determined at the time of the Council's previous action, the fiscal impact remains as previously reported to the Council. EXHIBIT Sale and Escrow Agreement PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN COUNTY OF SAN DIEGO AND THE CITY OF CARLSBAD •c- TABLE OF CONTENTS Page 1. Agreement of Sale/Price and Terms 1 2. Escrow Closing . 3• 3. Closing Costs . • " 4 4. Title • 4 5. Provision for Easements . 6 6. The Obligations of Seller 7 7. Commissions 7 8. Attorney's Fees 7 9. Notices • . 8 10. . Entire Agreement - Amendments 8 11. Successors ' 9 12. Assignment . • 9 13. Choice of Laws 9 14. Waiver of Covenant, Condition or Remedy . 9 15. Interpretation of Agreement _. 10 16. Survival . • . . . 10 17. Time " • 10 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Agreement is made as of the _ _ day of __ _ 1982, by and between the COUNTY OF SAN DIEGO, California, a political subdivision ("Seller") and THE CITY OF CARLSBAD, California, a municipal corporation ("Buyer"). A. Seller owns a parcel of real property (The "Property") in the City of Carlsbad, County of San Diego, State of California, described in Exhibit "A" attached hereto and by this reference incorporated herein, consisting of 26.276 acres of land. . - • B. The parties desire to enter into an agreement whereby Seller shall agree to sell and Buyer shall agree to buy the Property on the terms and conditions set forth herein. NOW, THEREFORE, Seller and Buyer hereby agree as follows: 1. Agreement of Sale/Price and Terms (a) Seller hereby agrees to sell and Buyer hereby agrees to buy the Property for the sum of Two' Million Dollars. The purchase price shall be paid by the deposit of $2,000,000 into the escrow described in Paragraph 2 hereof in time to permit the closing thereof at the scheduled closing date. c (b) Buyer agrees, without warranty as to results, to: (1) process a request for a General Plan Amendment to change the land use designation of Palomar Airport property, owned by Seller, adjacent to the Property and east of El Camino Real in Carlsbad, Carlsbad, California, from "Open Space" and "Government" to "Planned Industrial" and (2) to process a request for a zoning change to modify the zoning of Sellers said propertyi from the current Open Space zone to a planned industrial zone. Seller agrees to execute the necessary application forms and agreements in accordance with the adopted policy of the Board of Supervisors for compliance with the land use regulations of other governmental entities. Buyer agrees to waive application, fees and Seller agrees that public .facility fees may be collected by the City of Carlsbad from a future developer of Sellers adjacent property. Seller also agrees to provide a credi't to Buyer, against the purchase price due Seller in escrow in the .amount of $7500 for one half the reasonable cost of an environmental impact report necessary for Buyer development of the Property and the zoning change request. (c) Buyer also agrees without warranty as to results, to process a modification of Conditional Use permit No. 140 (C.U.P. 140) to: (1) eliminate requirement No. 9 which provides for an equestrian trail over Palomar Airport property, (2) to modify requirement No. 10 to provide only for the dedication of the right-of-way specified and (3) eliminate requirement No.17 which provides for paving of the turn pockets in the median area on El Camino Real. (d) Buyer agrees to fund and construct, or -cause to be constructed, full one-half improvements on a 126 foot right-of-way along Seller's frontage on Palomar Airport Road east of El Caminb Real. Should Buyer cause a Road Improvement District (R.I.D.) to be formed to facilitate development of said improvements, Seller shall be exempted from participation in said district and shall not be assessed for any share of *improvements constructed. (e) Seller agrees to fund from the proceeds of this sale and construct, or cause to be constructed, full 1/2 street improvements on a 126 foot right-of-way along Seller's frontage on the east side of El Camino Real. Work shall be commenced within two years unless an earlier demand is made by Buyer, and shall be completed as quickly as feasible.. 2. Escrow Closing (a) Upon approval of this Agreement by both parties, the original of the Agreement shall be deposited with Seller who shall act as Escrow Holder. Seller, as Escrow Holder, shall promptly take those steps necessary to complete the purchase and sale herein,contemplated. Escrow Holder is hereby authorized and instructed to act in accordance with the provisions of •I this Agreement which shall constitute Escrow Holder's escrow instructions. Seller and Buyer 'Shall each deposit such deeds, instruments and funds and take such other actions as are necessary to close the Escrow and complete . the sale and purchase of the Property in accordance with the terms hereof. . (b) This escrow is scheduled to close on or before June 30, 1982. The following actions shall have occurred prior to that date: (1) Seller to obtain written consent of the Federal c c Aviation Administration (F.A.A.) to sale of the . Property. (2) Buyer to deposit the purchase price into escrow. (3) Seller to deposit a signed Deed into escrow. (4) Seller to provide a $7,500. credit to Buyer for one half the cost of an environmental study as provided in Subclause l(b) above. Time is specifically a matter of essence with respect to the closing provided, however, the closing date may be extended up to 60 days to allow additional time to obtain F.A.A. approval of this sale. 3. Closing Costs . .Seller shall pay all costs, if any, to obtain a waiver of a parcel map, certificate of compliance or other action necessary to establish the Property as a legally conveyable parcel of property. Buyer shall pay the -cost of title insurance. Seller shall pay any additional costs of naming Seller as an additional insured on the title insurance policy. There shall be no escrow fees. 4. Title (a) Seller agrees to convey title to Buyer and Buyer agrees to accept title from. Seller as provided in this section. Attached hereto as Exhibit "B" and by this reference incorporated herein is an updated preliminary title report number 332482-B, dated from Land Title Insurance Company which covers the Property. Seller agrees to convey title to the Property to Buyer subject only to those exceptions set forth in said preliminary title report which affect the Property. Immediately after o C the opening of escrow, Buyer shall obtain a current preliminary title report from Land Title Insurance Company showing the state of title to the Property. Buyer shall have the right to disapprove any exception shown on such report that is not shown on the report attached hereto as Exhibit "B". In the event Buyer objects to any such additional exceptions and Seller is unable to eliminate such exceptions, Buyer shall have the right either to waive its objection to such exceptions and close the escrow subject to such« • additional exceptions or to terminate the escrow and all of its liabilities hereunder. (b) Seller warrants that there are no oral or written leases on all or any part of the Property exceeding a period of one month, and Seller agrees to hold Buyer harmless and reimburse Buyer 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) Seller agrees to obtain written Federal Aviation Administration (FAA) consent to the conveyance of the Property to Buyer prior to the close of escrow, and warrants there are no restrictions relating to the FAA or Palomar Airport which would prevent Buyer's use of the Property for City facilities including, but not limited to police, fire vehicle maintenance, water utilities, street maintenance, parks and other similar facilities except as provided in the avigation easement reserved by Seller in the Grant Deed attached as Exhibit "C". (d) At the closing Seller shall deposit into the escrow the Grant Deed, attached hereto as Exhibit "C" and by this reference incorporated herein, fully executed and in recordable form, sufficient to convey to Buyer r- fee title to the Property. Said deed shall recite that title is conveyed subject to: (i) Non-delinquent real property taxes and special assessments, if any; and (ii) Other liens, leases easements, encumbrances, covenants, conditions and restrictions and other matters of record set forth in subparagraph 4(a) above or which may be approved by Buyer in accordance with subparagraph 4{a) above. (e) At the close of escrow and as a condition thereto, Land Title Insurance Company shall agree to issue a CLTA Standard Coverage Owner's Policy of Title Insurance, with liability in the amount of the purchase price for the Property, showing title to the Property vested in Buyer or its designee, subject only to the exceptions approved by Buyer pursuant to subparagraph 4(a) above and to non-delinquent real property taxes, special assessments and reservations of easements referred to in subparagraph 4 (d) above. Seller shall be named as an additional insured on said policy. (f) Seller agrees to monument and stake the Property at no cost to Buyer and to furnish Buyer with a Record of Survey within three months after close of escrow. 5. Provision for Easements (a) Seller agrees to deposit into escrow the deed referred to above as Exhibit "C" which shall include access utility and avigation easements and the drainage easement included in subparagraph 5(b). Said deed shall be in the form attached hereto as Exhibit "C" and by reference incorporated herein and shall be fully executed and in recordable fom for c £ •conveying such easemer to Buyer. Buyer and Seller ; ae to jointly provide funds to maintain said access easement. (b) Seller further agrees 'to grant .Buyer aa easement to construct and maintain drainage structures on Sellers adjacent property. Said easement shall be in the form attached hereto as Exhibit "C . (c) Buyer and seller may each need easements over the property of the other in order to develop. Buyer and seller agree that they will not *~ . -unreasonably withhold consent to the granting of any such easements. 6. The Obligations of Seller The obligations of Seller under this contract are subject to complying with Section 25365 of the Government Code of the State of California. It is understood, therefore, that the County Board of Supervisors will be immediately requested to authorize publication of a Notice of Intention To Sell the subject Property. If, upon the hearing pursuant to said Notice of Intention To Sell, the Board of Supervisors of the County shall determine that it is not in the public interest to sell said Property, this Agreement shall become null and void and the parties hereto shall be relieved of all obligations hereunder. 7. Commissions <• Buyer and Seller each represent to the other that they have not entered into any agreement or incurred any obligation which might result in the obligating of the other party to pay a sales or brokerage commission or finder's fee on this transaction and agree to indemnify, defend and hold each other harmless in the event such representations shall prove to be untrue. 8. Attorney's Fees In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions of this Agreement, or in c connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including reasonable attorney's fees. . 9. Notices All notices under this Agreement shall be effective upon personal delivery to Seller or Buyer, as the case may be, or three business days « after deposit in the United States mail, registered or certified mail, i postage fully prepaid and addressed to the respective "parties as follows: To Seller: County of San Diego Director, Department of General Services 5555 Overland Avenue, Bldg. 2 San Diego, CA 92123 To Buyer: City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 Attn: City Manager Copy To: City Attorney or to. such other addresses as the parties may from time to time designate in writing. • 10. Entire Agreement - Amendments This Agreement and the items incorporated herein contain all of the agreements of the parties hereto with respect to the matters, contained herein, and no prior agreement or understanding pertaining to any such 8 matter shall be effective for any purposes. -No prpvisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing signed by duly authorized officers of each of the parties hereto, except that any modifications which relate to the adjustment to time limitations (except the closing date) or to the form of documents may be made by legal counsel to the parties. i 11.- Successors The terms, covenants and conditions of the Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the respective parties hereto. 12. Assignment Buyer may not assign its rights hereunder without the prior written consent of Seller. 13. Choice of Laws This Agreement shall be governed by the laws of the State of California and any question arising hereunder shall be construed or determined according to such law. 14. Waiver of Covenant, Condition, or Remedy The waiver by one party of the performance of any covenant, condition, or promise shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant, condition, or promise. The . waiver by either or both parties of the time for performing any act shall not be considered a waiver of any other act or an identical act required to be performed at a later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent remedy provided by law, and the provisions in this Agreement for any remedy shall not exclude other consistent remedies unless they are expressly excluded. 15. Interpretation of Agreement This Agreement shall be construed as'a whole and in accordance with its fair meaning. Captions and organizations are for convenience and shall not be used in construing meaning. * 16. Survival • This Agreement shall survive the close of escrow and shall remain a binding contract between the parties hereto.- 17. Time Time is of the essence of this Agreement, it being understood that • each date set forth herein and the obligations of the parties to be satisfied by such date have been the subject of specific negotiation by the parties. 10 c IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first above written. THE CITY OF CARLSBAD, a municipal corporation /U^L^^ & -By Attest:ff ./v o^-Aletha L. Rautenkranz, / City Clerk TO City Attorney COUNTY OF SAN DIEGO, a political subdivision By Porter Cremans, Clerk, Board of Supervisors 11 • EXHIBITS EXHIBIT A 'Legal of Property EXHIBIT B . Title Report EXHIBIT C Grant Deed (includes access, utility drainage & avigation easeme-ts) c- c. • EXHIBIT "A" Parcel No. 82-0001-A (1-4-82) (WAR:RH:kb) , ' All that portion of Lot "B" of Rancho Agua Hedionda, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 823 filed in the Office of the County Recorder of said County November 16, 1896, lying, within the land described in deed to said County of San Diego, recorded January 18, 1974, at File/Page No. 74-014190 in said Recorder's Office, described as follows: Commencing at the Northeasterly corner of said County of San Diego land;- thence North 89°54'00" West, 23.41 feet to Point 14 of said Lot "B" as shown on said Map 823; thence along the boundary of said County land, South 54° 15'33" West, 326.48 feet; thence South '50°55'35" West, 1788.65 feet; thence South 01°28'24" West, 787.30 feet to the TRUE POINT OF BEGINNING; thence continuing along said boundary, South 10°46'15" West, 1337.68 feet; thence leaving said boundary, South 79°13'45" East, 703.35 feet; thence North 30° 28'48" East, 900.00 feet; thence North 30°3ri2" West, 800.00 feet; thence South 87°45'29" West, 491.59 feet to the TRUE POINT OF BEGINNING. Parcel No. 82-0001-B (2-12-82) (WAR:RH:kb) A non exclusive easement and right-of-way for road and utility purposes over, under, through and across all that portion of .said Lot "B" of Rancho Agua Hedionda lying within a strip of land 48.00 feet wide, the sidelines of said strip lying 24.00 feet on each side of the following described center line: . »• Commencing at the most Southerly corner of that land described in parcel 1 "of deed to Carlsbad Municipal Water District, recorded August 3, 1973 at File/Page No. 73-215694 in the San Diego'County Recorder's Office, being also the most Southerly corner of that certain 6.459 Acre parcel shown on Record of Survey Map No. 7845 filed in. said Recorder's Office on March 8, 1974; thence along the Southwesterly prolongation of the Southeasterly line of said 6.459 Acre parcel South 51°17' 15" West (Record North 51°25' 00" .East per said R.O.S. 7845) 55;00 feet to a point on the center!ine of El Camino Real, Road Survey 1800-1, a plat of which is on file in the Office of the County Engineer of said County; thence along said centerline South 38°42'45" East, (Record North 33°1T 55" West per said R.S. 1800-1) 141.28 feet to Engineers' Station 329+50.00 thereon, said point being the TRUE POINT OF BEGINNING; thence leaving said centerline North 37°51'42"East, 480.00 feet to the beginning of a tangent 350.00 foot radius curve, concave Westerly; thence Northerly along the arc of said curve through a central angle of 81°50' 49", a distance of 499.97 feet; thence tangent to said curve, North 43°59' 07" West, 172.23 feet to the beginning of a tangent 350.00 foot radius curve concave Easterly; thence Northerly along the arc of said curve through a central angle of 54°45' 22" a distance of 334.49 feet; thence tangent to said curve North 10°46' 15" East, 518.39 feet to a point on the Southeasterly line of Parcel No. 82-OOOi-A described above, said point being the POINT OF TERMINUS. r Exhibit "A" (Continued) PARCEL NO. 82-0001-C Drainage Easement An easement for the right to construct drainage facilities and also to drain any portion of Parcel No. 82-0001-A over said easement, being a portion of Lot "B" of Rancho Agua Hedionda, Map No. 823, filed in the Office of the County Recorder of San Diego County, State of California, on November 16, 1896. .Said easement being 20 feet wide, 10 feet on both sides of, measured at right angles to, the following described centerline. Commencing at Point 14 of said Lot "B" as described on said Map No. 823, thence South 54°15'33" West, a distance* of 326.48 feet; thence South 50°55'35" West, a distance of 1788.65 feet; thence South 01°28'24" West, a distance of 787.30 feet, said point also being the most northwesterly corner of said parcel. Thence along the westerly boundary of said parcel, South 10046'15" West, a distance of 1337.68 feet, said point also being the most southwesterly corner of said parcel. Thence along the southerly boundary of said parcel South 79°13'45" East, a distance of 703.35 feet, said point being the most southeasterly corner of said parcel. Thence along the most southeasterly boundary of said parcel, North 30°28'48" East, a distance of 150 feet more or less to the centerline of said drainage easement, said point being the TRUE POINT OF BEGINNING, and being a point on the arc of a 300 foot radius curve concave northeasterly. Thence .southeasterly along the arc of said curve through a central angle of 34° OO'OO" a distance of 178.02 feet; thence tangent to said curve South 71° 01'12" East, a distance of 375.00 feet to the terminus of said easement. . 2 XHIBIT "A" (CONTINUED) Reserving to the County of San Diego, a political Subdivision of the State of California, hereinafter called "Grantor", an assignable easement and right-of-way for the use and benefit of the public, for the free and unobstructed passage of aircraft in, through, and across all the air space above a plane herein known as the Inner Horizontal Surface which is i established at an elevation of 478.15 feet above Mean Sea Level based on North American Datum of 1929. , ' . TOGETHER with the continuing right to cause or allow in all the air space above the surface of Grantee's property such noise, vibrations, fumes, dust, fuel particles, and other effects as may be caused.by or result from the operation of aircraft within said air space provided the operation is in compliance with appliable laws and regulations; it being understood and agreed that Grantor intends to maintain and develop -Palomar Airport in such a manner that said airport and the easement reserved hereby will be used at »" all times and by every type of aircraft which.is now in existence or which may be developed in the future for both commercial and noncommercial flights; and Grantee, for Grantee and the successors in interest and assigns of Grantee, does hereby fully waive and release those rights or "causes of action relating to the use of the property described in this deed located below this easement, which they or any of them now have or may have in the future against Grantor, its successors and assigns, on account of or arising out of the reasonable, non-negligent operation of aircraft in said air space; c c "A" (CO. ,INUED) ALSO TOGETHER with the continuing right in the Grantor, its successors and assigns, to clear and keep clear any and all obstructions "which encroach upon or extend into the hereinbefore described easement and right-of-way, and for such purpose, after reasonable notice to Grantee, to enter upon the surface of Grantee's property and cut and remove underbrush and soil and demolish, cut, lower, or remove buildings or any structures, or any bushes, trees, or other vegetation which are lopated on"or extend into or over so much of the Grantee's property as lies below the easement and right of way herein granted, and together with the right of ingress to, egress from, and passage over Grantee's property for the purpose of effecting and maintaining such clearance as aforesaid. Provided, however, that Grantor or its successors'and assigns shall before cutting, removing, demolishing or lowering any vegetation, soil or structure shall first demand that Grantee perform such cutting, removing, demolishing or lower-ing and allow Grantee reasonable time to perform. THE TERM "aircraft" is defined for the purposes of this Deed as any contrivance now known or hereafter invented, designed, or used for navigation or flight in air or space. UNLESS PRIOR APPROVAL IS GIVEN BY THE FEDERAL AVIATION ADMINISTRATION, (F.A.A.) or its successors and assigns, Grantee, for Grantee and the successors in interest and assigns of Grantee, covenants and agrees that neither they nor any of them will erect, or permit the erection of, any structure or object, or permit the growth of any tree or other vegetation, or allow any structure, object, tree or other Vegetation to encroach upon or extend into said easement and right of way, and that neither they nor any of them will EXHIBIT "A" (CO' ~-NUED) hereafter use, or permit or suffer "the use of Grantee's property in such manner as to create electrical interference with radio communication to or from any aircraft, or as to make it difficult for aircraft pilots to distinguish between airport lights and other lights or as to impair visibility in the vicinity of the airport, or as to otherwise endanger the landing, taking off, or maneuvering of aircraft. C- EXHIBIT B . PRELIMINARY TITLE REPORT TO BE ATTACHED BY COUNTY I mo u>*cr CITY. OF -CARLSBAD 1200 -2LM. AVENUE CARLSBAD, CA 92008 C- NO TRANSFER TAX DUE EXHIBIT^J'C" •SPACE ABOVE FOP RECORDER'S USE Grant Deed 's Parcel 60-166-82 Project Palomar Sale W. 0. No. TE207? Parcel No. 82-0001-A.E.C COUNTY OF SAN DIEGO For a valuable consideration do (es) hereby GRANT to the City of Carlsbad a Municipal Corporation all that real property in the County of San Diego, State of California described as fallows: See Exhibit "A" for legal descriptions of parcels No. 82-0001-A, 82-0001-B, 32-0001-C, Avigation Easement reserved by grantor and covenants, conditions and restrictions, all as attached hereto and by this reference made a part hereof, and as shown for covenience sake on Exhibit "B" attached. ' • ' - :.'f di "3. S'77 Dated this.c.day of. by ..19. Clerk of the Board of Supervisors STATE OF. County of_ .On State, personally appeared. S3. ., 19 before me, the undersigned, a Notary Public in and for said County snd known to me to be the person, and acknowledged that ^_whose name .subscribed to the within instrument. jexecuted the same. Wicness my hand and official seal. Notary Public in and for said County and State STATE OF CALIFORNIA. "J an Diego, jCounty of San 3S. On this..day of..in the year 19 , before me, ROBERT D. ZUMWALT,»-'t I II I '-J _..._ _ _L I.I..-M.M_I._II_I-_ "w*« y VI L -T-- -_--!---„ __ - - - - - , III U IW yV.Uk | *-*1 t h>l* I Wl W t I tk«, I 1 VS W t_ I 1 I W« £_VX IVI V •* i—* <_ » t County Clerk and ex-officio Clerk of the Superior Court in and for said County, which is a court of record having a seal, personally appeared '. .described in and whose name.known to me to be the person subscribed to and who executed the annexed instrument, and acknowledged to me that, he. executed the same. In Witness Whereof, I have hereunto set my hand and affixed the seal of said Court at my office in the County ol . San Diego, the day and year in this Certificate first above written. ROBERT D. ZUMWALT, County Clerk and ex-officio Clerk of the Superior Court By...Deputy This is to certify that the interest in real property conveyed by the foregoing deed or grant to the County :f San Dieco, a political corporation, is hereby accepted on behalf of the Board of Supervisors of said County of San D'eco pursuani to authority conferred by Resolution of said Board adopted on ', and the Grantee consents to recor dation thereof by its duly authorized officer. Dated