Item 10 - Reso Auth. Purchase of Property on Twin Peaks Mountain for Open Space (APN #s 314-031-02-00 and 314-032-03-00)DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA RE PQ RT City of Poway
March 17, 2020
Honorable Mayor and Members of the City Council
Robert Manis, Director of Development Services #
Robert Manis, Director of Development Services
(858) 668-4601 or bmanis@poway.org
CITY COUNCIL
Resolution Authorizing the Purchase of Real Property on Twin Peaks
Mountain for Open Space (APN #s 314-031-02-00 and 314-032-03-00)
It has been a goal of the City Council and the Development Services Department to acquire open space
using the City's Habitat In-Lieu Fee Fund. Staff was notified of two undeveloped parcels (APN #s 314-
031-02-00 and 314-032-03 -00) being offered for sale to the City. The parcels total approximately 80
acres and are located on the southwestern slope of Twin Peaks Mountain. The purchase price of the
parcels is $460,560 .
Recommended Action:
It is recommended that the City Council adopt the resolution, appropriate funds in the amount of
$470,560 and authorize the City Manager to execute the documents necessary to complete the
acquisition.
Discussion:
A key objective of the Poway Subarea Habitat Conservation Plan (PSHCP) is to maintain viable
populations of biological resources. The PSHCP establishes criteria for developments to mitigate
impacts to biologically sensitive lands. Mitigation can occur through the preservation of similar habitat
on or off-site or the payment of an in-lieu fee. The per acre in-lieu fee is established by City Council
resolution and is currently $17,000 per acre. This fee amount has been in effect since 2008. There is
currently $952,477 in the Habitat In-Lieu Fee Fund.
Through the use of the Habitat Mitigation In-Lieu Fee Fund the City is able to acquire land to meet
preservation objectives. The PSHCP provides criteria to assist staff in evaluating appropriate parcels
for acquisition using the Proposed Resource Protection Area (PRPA) priority acquisition list. The PRPAs
were delineated based on their value to the preserve system and potential risks of loss to
development. This information was used to develop a habitat acquisition strategy that was adopted
1 of 28 March 17, 2020, Item #10
by the City Council on December 2, 2014.
The current owner of the subject property, Dandeana Corporation, approached City staff regarding
the sale of the parcels to the City. The subject property totals approximately 80 acres, made up of
two, 40-acre parcels that are vacant and undeveloped. The parcels are located on the southwest
facing slopes of Twin Peaks Mountain (Attachment B) and are zoned Rural Residential-A (RR-A). They
are adjacent to undeveloped property and existing and future open space. The purpose of purchasing
the parcels is to preserve them as open space. The Williams Ranch subdivision is to the north and a
single-family neighborhood in Rancho Arbolitos is to the south. The current owner also owns the two
parcels to the west of the subject parcels that were approved for a 10-lot subdivision in March 2018.
A majority of that property will be preserved as open space.
After negotiations with the current owner, a price of $6,000 per acre was agreed to. This is lower than
the price paid in 2018 for another parcel in the vicinity. While the City would be purchasing the entire
80 acres, a 3.24-acre open space easement will be reserved for the current owner to use as mitigation
for their adjacent subdivision. Therefore, the price that the City will be paying is based on 76.76 acres.
The total purchase price will be $460,560 for the 80 acres.
Attachment C shows the existing City-owned property adjacent to the subject parcels. The purchase
of the subject parcels will create a large contiguous area of permanent open space on Twin Peaks
Mountain, a target area for preservation . In the PRPA, the parcels are recognized as "Priority-Medium"
as the parcels contain important gnatcatcher habitat that is at moderate risk of fragmentation.
On August 20, 2019 during closed session, the proposed acquisition was discussed by the City Council
and direction was given to staff to negotiate the terms of the acquisition. In November 2019, the
current owner provided a Letter of Intent to Purchase (LOI) for the City's review and signature. After
reviewing the documents and making a few minor revisions, the City Manager signed the LOI on March
2, 2020. The LOI sets forth the terms and conditions of the sale and establishes the sale price at
$460,560.
In late February 2020, a copy of the proposed Purchase and Sale Agreement was provided to the
current owner and they have indicated their agreement to the terms of the document. A copy of the
Purchase and Sale Agreement is provided as Attachment D. In addition to the $460,560 purchase
price, there will be additional expenses for the City's share of the closing costs and recording fees.
Therefore, the total appropriation requested is $470,560.
Environmental Review:
This item is not subject to CEQA review.
Fiscal Impact:
Acquisition of the parcel and processing fees for the transaction requires an appropriation of
$470,560 from the Habitat Mitigation In-Lieu unappropriated fund balance (F2520-89010) to the
Sensitive Lands Acquisition project (PRK0010-30).
Public Notification:
None.
2 of 28 March 17, 2020, Item #10
Attachments:
A. Resolution
B. Location Map
C. Aerial Photo of Subject Parcels and City-owned Property in the Vicinity
D. Purchase and Sale Agreement for Real Property
Reviewed/Approved By:
Wen Kaserman
Assistant City Manager
3 of28
Reviewed By:
Alan Fenstermacher
City Attorney
Approved By:
Chr~
City Manager
March 17, 2020, Item #10
RESOLUTION NO . 20-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY, CALIFORNIA, AUTHORIZING THE PURCHASE OF REAL
PROPERTY (APNS 314-031-02-00 AND 314-032-03-00) IN
ACCORDANCE WITH ANY APPLICABLE PROVISIONS OF THE
POWAY MUNICIPAL CODE AND STATE LAW
WHEREAS, Dandeana Corporation ("Owner") is the Owner of two vacant parcels located on
the southwest slope of Twin Peaks Mountain, in the City of Poway, identified by Assessor's Parcel
Numbers 314-031-02-00 and 314-032-03-00, and as more particularly described in Exhibit "A"
("Property");
WHEREAS, the City of Poway ("City") desires to purchase vacant parcels for habitat
preservation and open space pursuant to the goals and objectives of the Poway Subarea Habitat
Conservation Plan;
WHEREAS, Owner offered the Property to the City for sale for open space purposes;
WHEREAS, in March 2020, a letter of intent to purchase the Property was signed by the City
and Owner;
WHEREAS, the purchase of this Property would result in significant public benefits by
preserving open space and sensitive habitat; and
WHEREAS, the City's Habitat Mitigation In-Lieu Fee Fund will be used to purchase the
Property;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway as follows :
Section 1: The Property will meet a City goal and Poway Subarea Habitat Conservation
Plan objective of acquiring open space for habitat preservation;
Section 2 : The City Manager is authorized to purchase the Property in accordance with
any applicable provisions of the Poway Municipal Code and State Law, for the amount identified in
the Letter of Intent to Purchase and in the Purchase and Sale Agreement, and take other actions
necessary in connection therewith.
4 of28 ATTACHMENT A March 17, 2020, Item #10
Resolution No . 20-
Page 2
PASSED , ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City
of Poway, California on the 17th day of March, 2020 by the following vote, to wit:
AYES:
NOES :
ABSENT:
DISQUALIFIED :
Steve Vaus, Mayor
ATTEST:
Faviola Medina, CMC, City Clerk
s of28 March 17, 2020, Item #10
EXHIBIT A
LEGAL DESCRIPTION
APNs 314-031-02-00 & 314-032-03-00
PARCEL A:
APN : 314-031-02-00
THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO , STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
PARCEL 8:
APN : 314-032-03-00
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14, SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
6 of 28 March 17, 2020, Item #10
0 235 470 --940
Feet ---
7 of 28
CITY OF POWAY
Location Map
Subject Locations:
APN 314-031-02 and 314-032-03
ATTACHMENT B March 17, 2020, Item #10
CITY OF POWAY
Zoning / Location Map
Map Sca le
1 inch = 859 feet
3/4/2020
March 17, 2020, Item #10
PURCHASE AND SALE AGREEMENT
(Dandeana Corporation)
Location:
APN:
Southwest slope of Twin Peaks
Mountain, 80 .00 Acres, in Poway,
California, 92064 ·
314-031-02-00 & 314-032-03-00
This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into
as of this 18 th day of March 2020 (the "Effective Date"), by and between THE
CITY OF POWAY, a municipal corporation (the "Buyer"), and DANDEANA
CORPORATION, a California corporation, and/or an affiliated entity formed for
the purpose of this transaction (the "Seller").
This Agreement constitutes an agreement by which the Seller agrees to sell to
Buyer, and the Buyer agrees to purchase from the Seller, on the terms and
conditions hereinafter set forth, that certain real property located in the County of San
Diego, State of California and described in the "Legal Description" attached hereto
as Exhibit A and shown on the "Property Map" attached hereto as Exhibit B,
together with all Improvements as hereinafter defined (collectively, the "Property").
The terms and conditions of this Agreement are as follows:
1. Property. The Property to be acquired by Buyer from Seller under
this Agreement consists of two (2) parcels totaling approximately 80 acres located
on the southwest slope of Twin Peaks Mountain, Poway, California and the
Improvements located on the Property. Seller currently owns fee title to the
Property and all of the Improvements. For purposes of this Agreement, the term
"Improvements" shall mean and include all buildings, structures,
improvements, pavement, areas improved with asphalt, concrete or similar
materials, utilities and fixtures and equipment installed upon or located in or
on the Property owned by Seller. For purposes of this Agreement, the term
"Property" shall mean and include the above-referenced parcel of land, the
Improvements, and all and singular estates, rights, privileges, easements and
appurtenances owned by Seller and belonging or in any way appertaining to the
Property. The Property, while improved, is currently vacant.
2. Conservation Easement. The Seller has reserved an open
space conservation easement over approximately 3.24 acres of the Property
("Easement"), as set forth in the Grant Deed attached hereto as Exhibit "C", to
which the Buyer has agreed. Seller's reservation of this Easement has been reflected
in the Purchase Price.
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
9 of 28 ATTACHMENT D March 17, 2020, Item #10
3. Acquisition.
a. Purchase Price. The purchase price to be paid by Buyer to Seller
for the Property shall be Four Hundred Sixty Thousand Five Hundred and Sixty Dollars
and 00/100 ($460,560.00) (the "Purchase Price").
b. Purchase As-ls, Where Is . Buyer expressly acknowledges and
agrees, and represents and warrants to Seller, that Buyer is purchasing the Property
"AS IS, WHERE IS", and "WITH ALL FAUL TS".
c. No Obligation to Repair. Any reports, repairs or work required by
Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation
on the part of Seller to make any changes, alterations or repairs to the Property or to
cure any violations of law or to comply with the requirements of any insurer.
d. No Merger. The provisions of this Paragraph 2 shall survive the
transfer of title and shall not be deemed merged into any instrument or conveyance
effectuating such transfer .
4. Payment of Purchase Price. Buyer shall deposit the Purchase Price with
Escrow Company within twenty (20) days of the Effective Date.
5 . Transfer of Title. The "Close of Escrow" or "Closing" means the date on
which the Grant Deed conveying title to the Property to Buyer is recorded. The Close
of Escrow shall occur on or before July 30, 2020 (the "Closing Date"). On or prior to the
Closing Date, (i) Buyer shall deliver to Stewart Title Guaranty Company ("Title
Company"), for recording, the Grant Deed in the form attached hereto as Exhibit C
("Grant Deed"), duly executed by Buyer, acknowledged and in recordable form, and (ii)
Buyer will deliver the Purchase Price to Seller in accordance with Section 3 above. Upon
Seller's receipt of the Purchase Price with Buyer, Buyer will authorize Stewart Title
Guaranty Company to record the Grant Deed.
6. Closing Costs. Buyer shall pay (i) all of the city, county and/or other
documentary transfer stamps, taxes and/or fees; and (ii) all of Title Company's charges
for the Owner's Policy which would be incurred for a standard AL TA form owner's policy.
Buyer shall pay (i) any charges for extended title coverage and any title endorsements
requested by Seller; and (ii) the cost of recording the Grant Deed. All other closing costs
and charges shall be paid by the parties in accordance with the customary practice in
San Diego County. Buyer and Seller shall split escrow fees.
7. Conditions to Transfer of Title.
a. Conditions to Buyer's Obligations . Buyer's obligation to
consummate the transaction contemplated by this Agreement and to deposit the
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
10 of 28 March 17, 2020, Item #10
Purchase Price with Seller is subject to the satisfaction of the following conditions for
Buyer's benefit:
11 of 28
(1) Review and Approval of Documents and Materials. Buyer
hereby acknowledges that Buyer has had an opportunity to review, at
Buyer's sole cost and expense, and hereby approves of, all environmental
reports, groundwater and soils inspection, conditions of title, zoning,
surveys, all physical inspections of the Property, and all other reports or
inspections Buyer has deemed necessary or appropriate in connection
with this Agreement.
(2) Buyer's Title Policy. Title Company will be prepared to issue
a standard coverage AL TA policy of owner's title insurance in the amount
of the Purchase Price, subject only to exceptions approved by Buyer and
with the endorsements required by Buyer to all exceptions shown in the
preliminary title report except for monetary encumbrances, which shall be
removed by Seller (the "Owner's Policy").
(3) Representations, Warranties, and Covenants of Seller.
Seller shall have duly performed each and every agreement to be
performed by Seller hereunder and Seller's representations, warranties,
and covenants set forth in this Agreement shall be true and correct in all
material respects.
(4) Inspections and Studies. Buyer hereby acknowledges and
agrees that Buyer has approved the results of any and all inspections,
investigations, tests and studies (including, without limitation,
investigations with regard to the environmental condition of the Property,
zoning, building codes and other governmental regulations, architectural
inspections, engineering tests, economic feasibility studies and soils,
seismic and geologic reports) with respect to the Property elected or
obtained by Buyer. During the term of this Agreement, Buyer, its agents,
contractors and subcontractors, upon at least twenty-four (24) hours
written notice, shall have the right to enter upon the Property, at
reasonable times during ordinary business hours, to make any and all
additional inspections and tests as may be necessary or desirable in
Buyer's sole judgment and discretion, except that Buyer needs Seller'
written approval for any inspection that could materially alter the physical
condition of the property or create any violation of any environment
requirements. Buyer shall use care and consideration in connection with
any of its inspections. Buyer shall indemnify, defend and hold Seller and
the Property harmless from any and all claims, liabilities, damages, costs
and expenses (including reasonable attorneys' fees) arising out of, or
resulting from the acts or omissions of Buyer's, and/or Buyer's agents,
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
March 17, 2020, Item #10
contractors and/or subcontractors occurring during or resulting from such
entry or activities upon the Property.
b. Conditions Precedent to Seller's Obligations. Seller's obligation to
consummate the transaction contemplated by this Agreement is subject to the
satisfaction of the following conditions for Seller's benefit:
(1) Buyer's Obligations . Buyer shall have timely performed all of
the obligations required by the terms of this Agreement to be performed
by Buyer.
(2) Certificate of Acceptance. Buyer shall have delivered to
Seller or to Stewart Title Guaranty Company a duly executed Certificate of
Acceptance to be appended to the Grant Deed.
(3) Buyer's Representations and Warranties. All
representations and warranties made by Buyer in this Agreement shall be
true and correct as of the transfer of title.
8 . Seller's Representations and Warranties. In consideration of Buyer
entering into this Agreement, and as an inducement to Buyer to purchase the Property,
Seller makes the following representations and warranties, each of which is material and
is being relied upon by Buyer (and the continued truth and accuracy of which shall
constitute a condition precedent to Buyer's obligations hereunder):
a. Signatories. The persons executing this Agreement, the
instruments referenced herein, and any other documents executed and delivered on
behalf of Seller have the full right, power and authority to do so and have been duly
authorized to do so by Seller, and no other persons are required to execute this
Agreement on behalf of Seller.
b . Threatened Actions. There are no actions, suits or proceedings
pending against, or, to Seller's actual knowledge, threatened or affecting the Property
in law or equity.
c. No Violation of Law. To the Seller's actual knowledge, there is no
violation of law or governmental regulation by Seller with respect to the Property.
d. Condemnation. There are no pending, or, to the best of Seller
actual knowledge, threatened proceedings in eminent domain or otherwise, which would
affect the Property or any portion thereof.
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
12 of 28 March 17, 2020, Item #10
e. Compliance with Law. To Seller actual knowledge, all laws,
ordinances, rules, and requirements and regulations of every governmental agency,
body, or subdivision thereof bearing on the Property have been complied with by Seller.
f. Agreements. Seller are not a party to any agreement (whether oral
or written) affecting or relating to the right of any party with respect to the possession of
the Property, or any portion thereof, which are obligations which will affect the Property
or any portion thereof subsequent to the recordation of the Grant Deed, except as may
be reflected in the Preliminary Title Report or previously disclosed to Buyer in writing.
g. Documents. To Seller actual knowledge, all documents delivered to
Buyer pursuant to this Agreement are true and complete copies of originals, without any
representation or warranty as to the contents or accuracy thereof.
h. Occupancy Agreements. There are no leases, subleases,
occupancies or tenancies in effect pertaining to the Property, except as noted above in
Section 1, and Seller have no knowledge of any oral agreements with anyone, including
tenants, with respect to the occupancy of the Property, except as may be reflected in
the Preliminary Title Report or previously disclosed to Buyer in writing.
The truth and accuracy of Seller representations and warranties made herein shall
survive the consummation of the transaction contemplated by this Agreement for a
period of twelve (12) months.
9. Buyer's Representations and Warranties. In consideration of Seller
entering into this Agreement, and as an inducement to Seller to sell the Property to
Buyer, Buyer makes the following representations and warranties, each of which is
material and is being relied upon by Seller (the continued truth and accuracy of which
shall constitute a condition precedent to Seller's obligations hereunder):
a. Buyer is a municipal corporation, duly formed, validly existing and
in good standing under the laws of the State of California.
b . Buyer has the full right, power and authority to enter into this
Agreement and the instruments referenced herein; and to consummate the transactions
contemplated hereby.
c . The persons executing this Agreement, the instruments referenced
herein, and any other documents executed and delivered on behalf of Buyer have the
full right, power and authority to do so and have been duly authorized to do so by Buyer,
and no other persons are required to execute this Agreement on behalf of Buyer.
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Purchase & Sale Agreement -Dandeana Corporation (Twin Peaks)
13 of 28 March 17, 2020, Item #10
d. This Agreement has been, and all documents executed by Buyer
under this Agreement which are to be delivered to Seller will be, duly authorized,
executed, and delivered by Buyer, and as to all documents to be executed by Buyer, will
be, legal, valid, and binding obligations of Buyer, and do not and will not violate any
provisions of any agreement or judicial order to which Buyer is a party or to which it is
subject.
e . Buyer has been given a sufficient opportunity to inspect the
Property and has obtained and examined such information and documentation affecting
the Property as Buyer has deemed necessary or appropriate.
10. Damage or Condemnation Prior to Transfer.
a. Material Damage or Destruction. In the event of material damage
to or destruction of the Property prior to the transfer of title, Buyer shall accept the
Property in its damaged condition, and Seller shall assign all of Seller's insurance
proceeds and Buyer shall receive a credit against the Purchase Price for the amount of
any unpaid insurance deductible; provided, however, that if as result of any casualty,
the Property sustains damage in excess of $50,000.00 of the replacement cost of the
Property, then Buyer can elect to: either (i) to terminate this Agreement within fifteen
(15) days of such damage or destruction, or (ii) accept the Property in its then condition
and to proceed with the transfer of title, in which event, Buyer shall be entitled to receive
an assignment of all of Seller's rights to any insurance proceeds payable by reason of
such damage or destruction . If Buyer elects to proceed under clause (ii) above, Seller
shall not compromise, settle or adjust any claims to such proceeds without Buyer's prior
written consent.
b. Eminent Domain . In the event that prior to the transfer of title, all or
any material portion of the Property is subject to a taking or a threatened taking by a
public authority, Buyer shall have the right, but not the obligation, exercisable by giving
notice to Seller within fifteen (15) days after receiving knowledge of such taking , either
(i) to terminate this Agreement, in which case no party shall have any further rights or
obligations hereunder, or (ii) to accept the Property in its then condition and to proceed
with the transfer of title without an abatement or reduction in the Purchase Price, in
which case Buyer shall be entitled to receive an assignment of all of Seller's rights to
any condemnation award payable by reason of such taking. If Buyer elects to proceed
under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such
award without Buyer's prior written consent.
c. Non-Material Taking or Damage . In the event that prior to the
transfer of title, any non-material portion of the Property is damaged, destroyed or
subject to a taking or a threatened taking by a public authority, Buyer shall accept the
Property in its then condition and proceed with the transfer of title without any abatement
or reduction in the Purchase Price, in which case Buyer shall be entitled to receive an
assignment of all of Seller's rights to (i) any applicable insurance proceeds; and/ or (ii)
any condemnation award payable by reason of such taking. In the event of any such
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
14 of 28 March 17, 2020, Item #10
non-material damage, destruction or taking, Seller shall not compromise, settle or adjust
any claims to such award without Buyer's prior written consent.
11. Legal Fees . In the event of any action between Buyer and Seller seeking
enforcement of any of the terms and conditions to this Agreement, or otherwise in
connection with the Property, the prevailing party in such action, whether by fixed
judgment or settlement, shall be entitled to recover its reasonable attorneys' fees, court
costs and expert witness fees.
12. Assignment. Buyer shall not be entitled to assign this Agreement without
the prior written consent of the City Manager.
13. Miscellaneous.
a. Survival of Covenants . The covenants, representations and
warranties of both Buyer and Seller set forth in this Agreement shall survive the
recordation of the Grant Deed, unless provided otherwise.
b. Required Actions . The parties each agree to execute such
instruments and documents and to diligently undertake such actions as may be
reasonably required in order to consummate the purchase and sale herein contemplated
and shall use their best efforts to transfer title to the Property in accordance with the
provisions hereof.
c. Time of Essence. Time is of the essence of each and every term,
condition, obligation, and provision hereof.
d. Counterparts . This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which , together, shall
constitute one and the same instrument.
e. Captions . Any captions to, or headings of, the paragraphs or
subparagraphs of this Agreement are solely for the convenience of the parties hereto,
are not a part of this Agreement, and shall not be used for the interpretation or
determination of the validity of this Agreement or any provision hereof.
f . No Obligations to Third Parties. Except as otherwise expressly
provided herein, the execution and delivery of this Agreement shall not be deemed to
confer any rights upon, nor obligate any of the parties hereto, to any person or entity
other than the parties hereto.
g. Exhibits and Schedules. The Exhibits and Schedules attached
hereto are hereby incorporated herein by this reference.
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15 of 28 March 17, 2020, Item #10
h . Waiver. The waiver or failure to enforce any prov1s1on of this
Agreement shall not operate as a waiver of any future breach of any such provision or
any other provision hereof.
i. Applicable Law and Venue . This Agreement shall be governed by
and construed in accordance with the laws of the State of California, without reference
to the principles governing conflicts of laws. Venue for any action arising under this
Agreement shall be in the Superior Court of San Diego, and buyer expressly waives any
potential ability to transfer venue pursuant to California Code of Civil Procedure section
394.
j. Fees and Other Expenses. Except as otherwise provided herein,
each of the parties shall pay its own fees and expenses in connection with this
Agreement.
k. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the successors and assigns of the parties hereto.
I. Severability. In the event that any provision of this Agreement or
the application thereof becomes or is declared by a court of competent jurisdiction to be
illegal, void or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or circumstances will
be interpreted so as reasonably to effect the intent of the parties hereto . The parties
further agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision .
m. Computation of Time. The time in which any act is to be done under
this Agreement is computed by excluding the first day, and including the last day, unless
the last day is a holiday or Saturday or Sunday, in which case the time shall be extended
to the next business day.
n . Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against any party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
o . Conflicts of Interest. No member, official or employee of the parties
shall have any personal interest, direct or indirect, in this Agreement nor shall any such
member, official or employee participate in any decision relating to this Agreement which
affects his personal interests or the interests of any corporation, partnership or
association in which he is, directly or indirectly, interested.
p . Gender and Number. As used in this Agreement, masculine,
feminine or neuter gender and the singular or plural number shall each be deemed to
include the others wherever and whenever the context so dictates.
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Purchase & Sale Agreement -Dandeana Corporation (Twin Peaks)
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14 . Entire Agreement, Waivers and Amendments.
a. This Agreement shall be executed in two (2) duplicate originals
each of which is deemed to be an original. This Agreement and its attached Exhibits
shall constitute the entire understanding and agreement of the parties.
b. 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 or any interest in) the
Property. This Agreement and all documents incorporated herein contain the entire
understanding among the parties hereto relating to the transactions contemplated herein
and all prior or contemporaneous agreements, understandings , representations, and
statements, oral or written.
c. All waivers of the provisions of this Agreement must be in writing
and signed by the appropriate authorities of the parties , and all amendments hereto
must be in writing and signed by the appropriate authorities of the parties to be bound
thereby.
d. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. The signature
page of this Agreement may be detached from and added to any counterpart of this
Agreement identical in form .
e . The City Manager, or designee, on behalf of Buyer, and the
Representative of Dandeana Corporation, or designee, on behalf of Seller, are each
authorized to make such non-substantive changes to this Agreement or the documents
and instruments attached to this Agreement as may be necessary or appropriate to
effectuate this Agreement.
[Signatures on Following Page]
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Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
17 of 28 March 17, 2020, Item #10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"SELLER"
DANDEANA CORPORATION,
a California corporation
By:-------------
Name : ------------
Title: -------------
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"BUYER"
CITY OF POWAY,
a municipal corporation
By:-------------
Chris Hazeltine, City Manager
Attest:
By:-------------
Faviola Medina, CMC, City Clerk
Approved as to form:
RUTAN & TUCKER, LLP
By :
Alan Fenstermacher, City Attorney
Purchase & Sale Agreement -Dandeana Corporation (Twin Peaks)
18 of 28 March 17, 2020, Item #10
EXHIBIT A
LEGAL DESCRIPTION
APNs 314-031-02-00 & 314-032-03-00
PARCEL A:
APN: 314-031-02-00
THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
PARCEL B:
APN: 314-032-03-00
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14, SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
19 of 28
Purchase & Sale Agreement -Dandeana Corporation (Twin Peaks)
EXHIBIT A
LEGAL DESCRIPTION
March 17, 2020, Item #10
20 of 28
-----·-~
0 235 470 94 0
i--r-j Fe et
~=.c--•"' ':J:<"; ;-._s?./
EXHIBIT B
PROPERTY MAP
CITY OF POWAY
Location Map
Subject Locations:
APN 314-031-02 and 314-032-03
Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
EXHIBIT B
PROPERTY MAP
March 17, 2020, Item #10
21 of 28
EXHIBIT C
GRANT DEED
[BEHIND THIS PAGE]
Purchase & Sale Agreement-Dandeana Corporation (Twin Peaks)
EXHIBIT C
GRANT DEED
March 17, 2020, Item #10
RECORDING REQUESTED BY, )
MAIL TAX STATEMENT TO )
AND WHEN RECORDED MAIL TO: )
)
The City of Poway )
13325 Civic Center Drive )
Poway, CA 92064 )
ATTN: City Clerk )
GRANT DEED
APN: 314-031-02-00 & 314-032-03-00
This document is exempt from
payment of a recording fee pursuant
to Government Code Section 27383
For valuable consideration, receipt of which is hereby acknowledged, DAN DEANA
CORPORATION, a California corporation ("Seller"), hereby grants to, the CITY OF
POWAY, a general law city and municipal corporation organized and existing under the
Constitution and laws of the State of California (the "City"), the real property hereinafter
referred to as the "Parcels," more particularly described in Exhibit A attached hereto and
incorporated herein, subject to (a) any lien to secure payment of real estate taxes and
assessments; (b) the existing easements, restrictions and covenants of record described
therein; (c) all applicable laws, ordinances, rules and governmental regulations (including,
but not limited to, those relative to building, zoning and land use) affecting the
development, use, occupancy or enjoyment of the Parcel; and (d) all matters which would
be apparent from an inspection, or disclosed by the Survey.
Seller hereby reserves for itself, and its successors and assigns, an open space
conservation easement over approximately 3.24 acres of the Parcels, as more particularly
described in Exhibit B, attached hereto and incorporated herein.
The Parcels are conveyed in accordance with and subject to the Purchase and
Sale Agreement entered into between the City and Seller dated March 18, 2020
("Agreement"), a copy of which is on file with the Agency at its offices as a public record
and which is incorporated herein by reference.
22 of 28
SELLER:
By:-------------
Daniel Ginzburg, President
Dandeana Corporation
Grant Deed
Page 1
March 17, 2020, Item #10
23 of 28
CITY:
CITY OF POWAY , a general law city and
municipal corporation
By: _______________ _
Chris Hazeltine, City Manager
ATTEST:
Faviola Medina, CMC, City Clerk
APPROVED AS TO FORM:
By: _____________ _
Alan B. Fenstermacher, City Attorney
Grant Deed
Page 2
March 17, 2020, Item #10
EXHIBIT A
LEGAL DESCRIPTION
APNs 314-031-02-00 & 314-032-03-00
PARCEL A:
APN: 314-031-02-00
THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
PARCEL B:
APN: 314-032-03-00
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14, SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
24 of 28
Grant Deed
Page 3
March 17, 2020, Item #10
"EXHIBIT 8"
LEGAL DESCRIPTION OF EASEMENT
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 1,
TOWNSHIP 14 SOUTH, RANGE 2 WEST , SAN BERNARDINO MERIDIAN, IN THE CITY OF POWAY ,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF,
DESCRIBED AS FOLLOWS :
Parcel 1:
BEGINNING AT THE NORTHWEST CORNER OF AFOREMENTIONED SOUTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SAID SECTION 1 ; THENCE ALONG THE NORTHERLY LINE OF SAID
SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, NORTH 89°46'01 " EAST , 531.50 FEET;
THENCE LEAVING SAID NORTHERLY LINE , SOUTH 45°01 '39" WEST, 755 .07 FEET TO A POINT ON
THE WESTERLY LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER , SAID
POINT DISTANT 531.50 FEET FROM THE POINT OF BEGINNING; THENCE ALONG SAID WESTERLY
LINE, NORTH 00°17'17" EAST, 531 .50 FEET TO THE POINT OF BEGINNING.
CONTAINING 3.24 ACRES, MORE OR LESS .
c ~
Jake D. Logan, PLS 9042
25 of 28
[l-ls-201<9
Date
Grant Deed
Page 4
March 17, 2020, Item #10
(S 89.43' W 80 CH ~ 5280.00')
LL.(!)
0~ !MJM" ~/~ [M.[~o ~/~
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tO
N
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f' ~o ....
0
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N
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:r: ~Do/ft!JD ~,~ ~D~D ~,~ (.)
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oi r--
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(S 89.55' W 80.40 CH ~ 5306.40')
LEGEND:
( ) RECORD DA TA PER ORIGINAL SURVEY OF TOWNSHIP 14 SOUTH,
RANGE 2 WEST, SAN BERNARDINO MERIDIAN, APPROVED BY
THE SURVEYOR GENERAL 'S OFFICE IN SAN FRANCISCO , CA ON
SEPTEMBER 11, 1879
CH GUNTER'S LINK CHAIN : 1 CHAIN = 66.00 FEET
~i AREA DESCRIBED IN EXHIBIT "B"
3 .24 ACRES
LINE TABLE:
Ll = N 89'46'01" E 531 .50'
L2 = S 45'01 '39" W 755.07'
L3 = N 00"17'17" E 531 .50'
26 of 28
JAKE D. LOGAN, PLS 9042
Grant Deed
Page 5
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DATE
March 17, 2020, Item #10
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property, APNs 314-031-02-00 & 314-032-03-00,
conveyed by the Grant Deed dated March 18, 2020, from DANDEANA CORPORATION,
a California corporation, to the CITY OF POWAY, a municipal corporation, is hereby
accepted by the undersigned officer on behalf of the City of Poway pursuant to authority
conferred by the City Council through Resolution No. 17-007 adopted on April 18, 2017,
and the Grantee consents to recordation thereof by its duly authorized officer.
CITY OF POWAY,
a municipal corporation
Dated: --------By: --------------
Robert J. Manis,
Director of Development Services
27 of 28 March 17, 2020, Item #10
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of ________ _
)
)
On _________ , before me, _____________ , a Notary
Public, personally appeared ______________ , who 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.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________ _
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of ________ _
)
)
On _________ , before me, _____________ , a Notary
Public, personally appeared ______________ , who 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.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________ _
28 of 28 March 17, 2020, Item #10