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Item 7 - Conveyance of Real Property (APN 317-750-33) to the City of Poway from Sun Coast Homes, Inc.April 20, 2021, Item #7DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA RE PO RT City of Poway April 20, 2021 Honorable Mayor and Members of the City Council Robert Manis, Director of Development Services fJlt, Craig Ruiz, Economic Development Administrator (858) 668-4509, cruiz@poway.org CITY COUNCIL Conveyance of Real Property (APN 317-750-33) to the City of Poway from Sun Coast Homes, Inc. Sun Coast Homes, Inc. is the owner of a 4.22-acre parcel (APN 317-750-33) located within and adjacent to Poway Creek, on the north side of Soule Street, east of Carriage Road (Attachment A). Sun Coast Homes, Inc. (Sun Coast) wishes to donate the parcel to the City of Poway to be utilized for open space. Recommended Action: It is recommended that the City Council accept the offer of donation and authorize the City Manager to execute the Donation Agreement (Attachment B) in substantially the form as presented, and all other documents necessary to complete the transaction. Discussion: In the fall of 2020, City staff was contacted by Sun Coast regarding their desire to donate an undeveloped property located in and adjacent to Poway Creek. The property is located along the north side of Soule Street, east of Carriage Road. The property is zoned RR-C and is adjacent to another property owned by the City. Sun Coast wishes to donate the parcel to the City of Poway to be utilized for open space. The property contains a portion of Poway Creek (Attachment C). The City has conducted creek maintenance there for many years through an agreement with Sun Coast. On March 29, 2021, Sun Coast provided an offer letter with the terms for the donation (Attachment D). The transaction will be consummated through an escrow transaction at a company selected by Sun Coast, and Sun Coast will pay all recording charges, transfer taxes, escrow fees, and closing costs. The property contains a row of eucalyptus trees along the Soule Street right-of-way that had been over-grown for several years. As part of the agreement for the City to accept the property, the City 1 of 22 April 20, 2021, Item #7hired its landscape contractor to trim the trees to City standards. This was completed and Sun Coast will provide a credit to the City of $12,063.34 through escrow as a partial repayment for the tree trimming. Environmental Review: This matter is Categorically Exempt from the California Environmental Quality Act (CEQA) as a Class 17 Categorical Exemption, pursuant to Section 15317 of the CEQA Guidelines, in that it involves the acquisition of land for the purposes of preserving the open space character of the area. Fiscal Impact: As noted above, Sun Coast will pay all costs of the escrow transaction. The City will receive $12,063.34 through escrow as a partial repayment of the cost for tree trimming. There will be future ongoing costs for the maintenance of the property included as part of the annual budget process for Council's consideration. Public Notification: None. Attachments: A. Location Map of the Subject Property B. Donation Agreement C. GIS image of the Subject Property D. Sun Coast Homes Inc., Offer Letter Reviewed/ Approved By: Assistant City Manager 2 of22 Reviewed By: Alan Fenstermacher City Attorney Approved By: Chflllkz City Manager April 20, 2021, Item #7Roca Grande Dr r-r----,_;;;;.;.;.;;.;:...:::;.:_ "O a:: t-----+-----1 I ~ ~-----+--~~ ~ ~ ~ cu t---~--4 t5 ,_____,.. en t-----1 d:: _a, ..------t-t----r------f T= ~ r------t >. .::::: t---~---4 CU C ~ Q) Q) t----~ 3 of 22 ~ ~ §t----4 ~ ~ t---~--4~ u .,_~ r----~ Gak KnollRd, OS-RM ~ NORTH Subject City of Poway Zoning/ Location Map 0 125 250 ATTACHMENT A 500 Feet PC-7 OS-R April 20, 2021, Item #7BARGAIN SALE AND DONATION AGREEMENT THIS BARGAIN, SALE AND DONATION AGREEMENT (this "Agreement") is entered into as of April 20, 2021, by and between the CITY OF POWAY, a general law city and municipal corporation organized and existing under Constitution and the laws of the State of California (the "City"), and SUN COAST HOMES, INC. a California corporation (the "Donor"), for the pledged donation of certain real property, all as described below pursuant and subject to the terms and conditions set forth herein. RECITALS The following recitals are a substantive part of this Agreement: A. The City is a general law city and municipal corporation, organized and existing under the Constitution and the laws of the State of California and has the power and authority to acquire lands within the boundaries of the City. B. The Donor is the owner of approximately 4.22 acres of certain real property situated within the jurisdictional boundaries of the City (Assessors' Parcel Number ["APN"] 317-750-33), which is more particularly described in the Property Legal Description attached hereto as Exhibit "A" and incorporated herein, and depicted in the Map of Property and Each Parcel attached hereto as Exhibit "B" (the "Property"). C. The City desires to acquire land for purposes of open space, for the benefit of the public and the City. D. The Donor desires to make a charitable donation by conveying its entire interest in the Property, in fee simple, to the City. E. On the terms, conditions and provisions set forth in this Agreement, the City desires to accept Donor's pledge to donate the Property. F. The City is a general law city and municipal corporation in the State of California and is included in the list of organizations described in Section 1 70( c )(1) of the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder (the "Code"). G. Donor intends, without representation, warranty or guarantee by the City that the conveyance of the Property shall be considered a charitable contribution to the City under state and federal law; provided, however that Donor acknowledges that its conveyance of the Property is an integral and indispensable component of the City's agreement to enter into the transaction contemplated by this Agreement and that the City would not have entered into this Agreement without Donor's promise and pledge to convey the Property to the City, free of charge. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, including, without limitation, the Donor's pledge to donate and convey the Property to the City as set forth in Section I hereof, the parties hereto agree as follows: 4of22 ATTACHMENT B April 20, 2021, Item #71. Pledge to Donate the Property. Subject to the terms, conditions and restrictions set forth in this Agreement, the Donor hereby pledges to donate the marketable fee simple interest in and title to the Property to the City. The Donor acknowledges and agrees that its donation of the Property is an integral and indispensable component of the City's agreement to enter into the transaction contemplated by this Agreement and that the City would not have entered into this Agreement without Donor's promise and pledge to donate Conveyance Parcel as set forth in this Section I. 1.1 Conveyance of the Property. Upon donation, Donor agrees to execute, acknowledge and cause to be recorded in the Official Records of San Diego County, California the Grant Deed, substantially in the form attached hereto as Exhibit "A" and incorporated herein. 2. Permission to Enter on Premises; As--Is Transaction. 2.1 City Right to Inspect Property. For the period ohime commencing on the date hereof and ending on May 7, 2021 ("Contingency Period"), the City shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies with respect to the Property as the City may elect to make or maintain. The cost of any such inspections, tests and/or studies shall be borne by the City. Following any such tests or inspections, the City agrees to promptly return any portions of the Property damaged or altered by the City during such testsor inspections to substantially the same condition which existed prior to such tests or inspection. 2.2 Indemnification During Inspection. The City shall, to the extent permitted by law, indemnify, defend and hold Donor and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by the City or the City's representatives or Ii ns arising from the City' due diligence review of the Property. 2.3 Contingency Period Notice of Approval. Prior to the expiration of the Contingency Period, the City shall deliver to Donor and Escrow Holder written notice ("Contingency Period Notice") of its approval or disapproval of the Property. The failure of the City to timely deliver the Contingency Period Notice shall be deemed to constitute the City's disapproval of the Property, and except as otherwise provided in this Agreement, Donor and the City will have no further obligations or rights to one another under this Agreement. If this Agreement is terminated pursuant to this subsection, the City shall deliver to Donor at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for the City with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans. Prior to the expiration of the Contingency Period, the City shall have the right, at its sole discretion and for any reason, to terminate this Agreement, and neither party shall have any further obligations or rights to one another under this Agreement. 2.4 Disclaimer of Warranties; As-ls Transaction. Notwithstanding any other provision of this Agreement to the contrary, Donor makes no representation or warranty ( except as expressly set forth in Section 4 below) whatsoever regarding the Property, the physical condition of the Property, its past use, its compliance with laws (including, without limitation, laws governing environmental matters, zoning, and land use), or its suitability for the City's intended use. Donor has not conducted any investigation regarding the condition of the Property, and the Property will be sold and will be donated (as applicable) AS-IS, WHERE IS WITH ALL FAULTS, AND THERE IS NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE PROPERTY OR RIGHTS ASSOCIATED WITH THE PROPERTY. The City hereby represents and warrants that the City is relying solely upon, and as of the expiration of the Contingency Period will 2 5 of 22 April 20, 2021, Item #7have conducted its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Donor including, without limitation, any and all matters concerning the condition, use, sale, development or suitability for development of the Property. Donor would not sell or donate the Property to the City without the foregoing provision. 3. Possession and Disposition of Personal Property. Donor shall, prior to the conveyance of the Property, remove or otherwise dispose of all personal property owned by the Donor which is located on respective parcel. All personal property owned by Donor remaining on parcel after the conveyance of such parcel shall become the property of the City and the City may dispose of same without liability as it alone sees fit, and the Donor shall be liable for the costs of removal which are incurred by the City. The City shall not be liable for any loss of or damage to the Donor's personal property remaining on the parcel subsequent to the conveyance of such parcel to the City, regardless of when such loss or damage occurs. 4. Warranties, Representations, and Covenants of Donor. Donor hereby warrants, represents, and/or covenants to the City that: 4.1 Pending Claims. To the best of Donor's knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property, or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. 4.2 Condition of Property. The Property is free and clear of any and all encumbrances, mechanics' liens or other claims and until each of the conveyances set forth herein, Donor shall perform all of its obligations under any service contracts or other contracts affecting the Property. 4.3 Donor's Title. Until the conveyance of the Property, Donor shall not do anything which would impair Donor's title to the Property. The Property is not occupied by a tenant, person or entity other than the Donor and no tenant, person or entity other than the Donor has a possessory interest in of such parcel. 4.4 Conflict with Other Obligations. To the best of the Donor's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which the Donor or the Property may be bound. 4.5 Change of Situation. Until the conveyance of the Property, Donor shall, upon learning of any fact or condition which would cause any of the warranties and representations in the section not to be true as of the conveyance of such parcel, promptly give written notice of such fact or condition to the City. 4.6 Authority. The Donor is the owner of and has the full right, power, and authority to sell, convey, and grant the Property as provided herein and to carry out Donor's obligations hereunder. 3 6 of22 April 20, 2021, Item #74.7 Bankruptcy. Neither Donor nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for Donor to be able to grant the Property as provided herein. 4.8 Governmental Compliance. Donor has not received any notice from any governmental agency or authority alleging that the Property is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are received by Donor following the date this Agreement is signed by the City, Donor shall, within ten (10) days of receipt of such notice notify the City; Donor then, at its option, may either elect to perform the work or take the necessary corrective action not less than thirty (30) days prior to the conveyance of the Property or refuse to do so, in which case Donor shall notify the City of such refusal and the City shall be entitled to, at its sole discretion, either proceed with the applicable conveyance with knowledge of such notice(s) or terminate this Agreement. 4.9 No Occupants. Donor represents and warrants that there exist no occupants residing on any portion of the Property. 4.10 Enforceability. This Agreement and all documents required hereby to be executed by the Donor are and shall be valid, legally binding obligations of and enforceable against the Donor in accordance with their terms. The Donor hereby voluntarily and knowingly waives any and all right to defend against the enforcement of this Agreement and/or any document required hereby on the basis of an alleged lack or want of consideration. 5. Warranties, Representations, and Covenants of the City. The City hereby warrants, represents and/or covenants to Donor as follows: 5.1 City's Authority. The City has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement as provided herein and no other action by the City is requisite to the valid and binding execution, delivery and performance of this Agreement. The City shall provide Donor with reasonable documentation and evidence for such authority. 5.2 Enforceability. This Agreement and all documents required hereby to be executed by the City are and shall be valid, legally binding obligations of and enforceable against the City in accordance with their terms. 5.3 Conflicting Documents. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the materials breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence or indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which the City is a party. 5.4 No Broker. No broker, finder, investment banker or other person is entitled to any brokerage fee, finders' fee or other commission in connection with the transactions contemplated by this Agreement based upon contacts with the City or arrangements made by the City. 4 7 of22 April 20, 2021, Item #75.5 Acknowledgement of Donation. The City acknowledges that Donor intends to seek recognition by the Internal Revenue Service ("IRS") and any applicable State of a non-cash charitable contribution with respect to the Property in accordance with this Agreement, as more particularly described in Recital B above. The City covenants to reasonably cooperate with Donor with respect to such donation by completing the Noncash Charitable Donations Form (IRS Form 8283) and any corollary State form, and to complete related subsequent IRS and State forms, if any, as reasonably requested by Donor, the IRS, or the State with respect to such non-chase charitable contribution. This covenant shall survive the all conveyance and donation of property hereunder. The City shall not, however, be responsible for certifying the value of the Property, that being the sole responsibility of the Donor. The City makes no representation or warranty regarding whether or not this Agreement and the conveyance of the Property results in a federal or state tax deduction for Donor, or any other federal or state tax benefit in favor of Donor. 6. Pro rations. 6.1 Taxes/ Assessments. All non-delinquent real estate taxes and non-delinquent assessments on the Property shall be prorated as of 12:0 I a.m. on the date of conveyance based on the actual current tax bill, but if such tax bill has not yet been received by Donor by the date of conveyance, then the current year's taxes shall be deemed to be one hundred two percent( 102%) of the amount of the previous year's tax bill for the Property conveyed. All delinquent taxes and all delinquent assessments, interest and penalties, if any, on the Property conveyed shall be paid at the date of conveyance from funds accruing to Donor. 6.2 Other Expenses. All other expenses for the Property shall be prorated as of 12:01 a.m. on the day of the conveyance between the parties based upon the latest available information ("Conveyance Date") The Conveyance Date shall be the date that the Grant Deed (substantially in the form as attached hereto as Exhibit "A", is recorded in the County of San Diego Recorder's Office. 7. Hazardous Materials. Prior to the expiration of the Contingency Period, the City shall have the right, in its sole and absolute discretion, to disapprove the environmental condition of the Property and terminate this Agreement. 8. Waiver of Relocation Benefits. Donor fully waives and releases any right to any relocation benefits, assistance and/or payments under California Government Code section 7260, et seq., notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under said sections or other state or federal law; and further waives and releases any right to compensation for any interest in the Property including, but not limited to, land and improvements, fixtures, furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any other compensation of any nature whatsoever. 9. General Release. It is hereby intended that the release contained above relates to both known and unknown claims that the Donor may have, or claim to have, against the City with respect to the subject matter contained herein or the events relating thereto. By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with, the items set out above, the Donor expressly waive any rights under California Civil Code Section 1542, which provides: 5 8 of22 April 20, 2021, Item #7"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Donor Initials: ______ _ 10. Indemnification. Donor shall save, protect pay for, defend (with counsel acceptable to the City), indemnify and hold harmless the City, and its elected and appointed officials, officers, employees, attorneys, representatives, volunteers, contractors and agents ( collectively, "Indemnitees") from and against any and all liabilities, suits , actions , claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, without limitation, consultants' fees, investigation and laboratory fees, attorneys' fees and remedial and response costs and third-party claims or costs) (the foregoing are hereinafter collectively referred to as "Liabilities") that may now or in the future be incurred or suffered by Indemnitees by reason or resulting from, in connection with or arising in any manner whatsoever as a direct or indirect result of: (i) any Liabilities relating to any tenant(s)and/or other third party(ies) entitled or claiming to be entitled (whether or not such claim is meritorious) to receive relocation benefits, assistance and/or payments under California Government Code Section 7260, et seq. or applicable federal law, (ii) any unpaid real property tax as to the Property that is owed as of the date such parcel is conveyed to the City pursuant to Section3 of this Agreement, (iii) any and all Liability arising out of or relating to the federal and/or state tax obligations, implications or requirements of or with respect to Donor resulting from the conveyance of the Property to the City, (iv) and any third party challenge to the conveyance of the Property; provided, however, that the foregoing indemnity shall not apply to any Liabilities arising or occurring as a result of the gross negligence or willful acts or omissions of the City, 11. Closing Costs. Donor agrees to pay 100% of any escrow fees associated with the donation of the Property. Donor will obtain and shall pay all costs associated with a title ALT A insurance policy for the Property. 12. Attorneys' Fees. In the event any action is instituted between Donor and the City in connection with this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties all of its costs and expenses, including court costs and reasonable expert and attorneys' fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment. 13. Notices. Any notice, request, demand, consent, approval or other communication required or permitted hereunder or by law shall be validly given or made only if in writing and delivered in person to an officer or duly authorized representative of the other party, or deposited in the United States mail, duly certified or registered (return receipt requested), postage prepaid, or delivered through another reasonably acceptable method, and addressed to the party for whom intended, as follows: Ifto Donor: 9 of22 Sun Coast Homes, Inc., c/o Douglas Mott, Vice President 1943 Friendship Drive, Suite B El Cajon, CA 92020 6 April 20, 2021, Item #7Ifto City: City of Poway Attention: City Manager 13325 Civic Center Drive Poway, CA 92064 Any party may from time to time, by written notice to the other, designate a different address which shall be substituted for that specified above. If any notice or other document is sent by mail as aforesaid, the same shall be deemed fully delivered and received forty-eight ( 48) hours after mailing as provided above. 14. Default. Failure or delay by either party to perform any covenant, condition or provision of this Agreement within the time provided herein constitutes default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of. The defaulting party shall immediately commence to cure such default and shall diligently complete such cure within thirty (30) days from the date of the notice or such longer period if the nature of the default is such that more than thirty (30) days is required to cure such default. The injured party shall have the right to terminate this Agreement by written notice to the other party in the event of a default which is not cured within the time set forth herein. No delay or omission of Donor or the City to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any default by the other party hereunder. 15. Counterparts. This Agreement may be executed in counterparts, each of which when executed shall, regardless of the date of its execution and delivery, be deemed an original, and all counterparts together shall constitute one and the same instrument. 16. Gender and Number. In this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural shall be deemed to include one another, as appropriate. 17. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the parties hereto pertaining to the subject matter hereat: and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 18. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 19. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of San Diego, State of California. 20. Invalidity of Provision. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or 7 10 of 22 April 20, 2021, Item #7unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole, 21. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by City and Donor. 22. Time of Essence. Time is of the essence of each provision of this Agreement. 23. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereof. 24. Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. 25. Disclaimer of Warranties, Representations, and Covenants of City. Except as and to the extent otherwise expressly set forth in this Agreement, the City has made no warranties, representations and/or covenants to or for the benefit of the Donor, including, without limitation, any warranty, representation or covenant concerning the tax consequences of the transaction contemplated by this Agreement. 26. Specific Performance. The parties hereto recognize and agree that the obligations set forth in this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. Therefore, in the event of a breach of this Agreement by any party, at action at law for damages or other remedies at law would be inadequate to protect the unique rights and interests of the parties to this Agreement. Accordingly, in any controversy concerning the subject matter of this Agreement, its provisions will be enforceable in a court of equity by a decree of specific performance. This remedy is not exclusive and is in addition to any other remedy available to the parties. {Signatures on Following Page] 8 11 of 22 April 20, 2021, Item #712 of 22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth herein above. DONOR: SUN COAST HOMES Inc. a California corporation By:------------Douglas Mott, Vice President CITY: CITY OF POWAY, a general law city and municipal corporation By: ___________ _ Chris Hazeltine, City Manager April 20, 2021, Item #713 of 22 EXHIBIT A PROPERTY LEGAL DESCRIPTION APN: 317-750-33-00 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 133 OF CASA REAL UNIT NO. 4, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 7722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 15, 1973. EXCEPT THEREFROM, ALL OILS, MINERALS, COALS, PETROLEUM, GAS AND KINDRED SUBSTANCESUNDER AND IN SAID LAND, BUT WITHOUT RIGHT OF ENTRY OF THE SURFACE THERETO, BUT WITH THE RIGHT, HOWEVER, TO DRILL IN THROUGH OR UNDER SAID LAND OR TO EXPLORE, DEVELOP OR TAKE ALL MINERALS, COALS, OILS, PETROLEUM, GAS AND OTHER KINDRED SUBSTANCES IN AND FROM SAID LAND, ALL SUCH OPERATIONS TO BE CONDUCTED ONLY BELOW A DEPTH OF 200 FEET BELOW THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 5, 1989 AS INSTRUMENT NO. 89-6935 OF OFFICIAL RECORDS. April 20, 2021, Item #7Roca Grande Dr a Vista Way t-----11-------1 Oak Knoll d OS-RM A NOHT 14 of 22 EXHIBIT B MAP OF PROPERTY ... (/) -U) City of Poway Zoning/ Location Map 0 '125 250 500 Fee V) ~ OS-R MHP PC-7 April 20, 2021, Item #7EXHIBIT C CONVEYANCE PARCEL RECORDING REQUESTED 13Y, ) MAIL TAX STATEMENT TO ) AND WHEN RECORDED MAIL TO: ) ) City of Poway ) Attn: City Clerk ) 13325 Civic Center Drive ) Poway, CA 92064 ) This document is exempt from payment of a recording fee pursuant to Government Code Section 27383. GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, SUN COAST HOMES, INC., a California Corporation C1Donor"), 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 "the Property," 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 Conveyance Parcel; and (d) all matters which would be apparent from an inspection, or disclosed by the Survey. The Property is conveyed in accordance with and subject to the Bargain Sale and Donation Agreement entered into between the City and Donor dated 2021 ("Agreement"), acopy of which is on file with the Agency at its offices as a public record and which is incorporated herein by reference. 15 of 22 DONOR: SUN COAST HOMES Inc. a California corporation By:------------Douglas Mott, Vice President April 20, 2021, Item #7APPROVED AS TO FORM: By: __________ _ Alan B. Fenstermacher, City Attorney 16 of 22 CITY: CITY OF POWAY, a general law city and municipal corporation By: ___________ _ Chris Hazeltine, City Manager April 20, 2021, Item #7Exhibit "A" GRANT DEED 17 of 22 April 20, 2021, Item #718 of 22 PROPERTY LEGAL DESCRIPTION APN: 317-750-33-00 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 133 OF CASA REAL UNIT NO. 4, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 7722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 15, 1973. EXCEPT THEREFROM, ALL OILS, MINERALS, COALS, PETROLEUM, GAS AND KINDRED SUBSTANCESUNDER AND IN SAID LAND, BUT WITHOUT RIGHT OF ENTRY OF THE SURFACE THERETO, BUT WITH THE RIGHT, HOWEVER, TO DRILL IN THROUGH OR UNDER SAID LAND OR TO EXPLORE, DEVELOP OR TAKE ALL MINERALS, COALS, OILS, PETROLEUM, GAS AND OTHER KINDRED SUBSTANCES IN AND FROM SAID LAND, ALL SUCH OPERATIONS TO BE CONDUCTED ONLY BELOW A DEPTH OF 200 FEET BELOW THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 5, 1989 AS INSTRUMENT NO. 89-6935 OF OFFICIAL RECORDS. April 20, 2021, Item #7CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property, Assessor's Parcel Number 317-750-338, conveyed by the Grant Deed dated December 18, 2020, from SUN COAST HOMES, INC., 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 Buyer consents to recordation thereof by its duly authorized officer. Dated: 19 of 22 "BUYER" CITY OF POWAY, a municipal corporation By: ---------------Robert J. Manis, Director of Development Services April 20, 2021, Item #7Print Date: 4/9/2021 Map Provided by the City of Poway Disclaimer: Ma and arcel data are believed to be accurate but accurac is not uaranteed. This is not a le al document and should not be substituted for a title search a 20 of 22 ATTACHMENT C Map Scale: 1 inch = 292 feet raisal surve or for zonin verification. April 20, 2021, Item #7Sun Coast Homes, Inc. General Building Contractors Lie. 5801!6 (619j 448-3004 VIA EMAIL City of Poway ATTN: Bob Manis Director of Development Services Poway City Hall 13325 Civic Center Drive Poway, CA 92064 March 29, 2021 RE: Letter of Intent to Donate to City of Poway APN: 317-750-33-00 Lot 133 Soule St., Poway CA 92064 Dear Mr. Manis: 1943 Friendship Dr. Ste. B El Cajon, CA 92020 FAX (619) 448-5004 The purpose of this letter is to set forth the terms and conditions on which Sun Coast Homes, Inc., a California Corporation, is willing to donate to the City of Poway ("City") the real property referenced above ("Property"). Non-Binding Provisions This letter, if accepted by the City, will confirm the parties' mutual intent to enter into a definitive donation agreement (11Donation Agreement") with the following material terms and conditions: 21 of 22 1. Property. Undeveloped land known as Assessor Parcel Number 317-750-33-00 located in the City of Poway, California. 2. Due Diligence. The City's obligation to accept the donation of the Property will be subject to completion of the City's due diligence and approval of the Property, in its discretion, including soils conditions, environmental matters, title exceptions, zoning, use restrictions and other governmental issues, and similar matters, within 15 days after execution of a Donation Agreement ("Due Diligence Date"). 3. Donation Date. The donation of the Property to the City will occur on the earlier of 5 days after the Due Diligence Date or May 21, 2021 ("Closing Date11). ATTACHMENT D April 20, 2021, Item #7Sun Coast Homesz Inc. General Builtiing Contractors Lie. 580116 I 943 Friendship Dr. Ste. B El Cajon, CA 92020 FAX (619) 448-5004 (619) 448-3004 4. Title Insurance. The City accepting the donation will be contingent upon the City receiving an ALTA title insurance policy insuring City's ownership of the Property, subject to exceptions approved by the City and a customary survey exception. Sun Coast Homes, Inc. will pay the cost of the ALTA policy. 5. Escrow, Closing Costs and Pro-Rations. The donation transaction will be consummated through an escrow and title to be established at a company selected by Sun Coast Homes, Inc. Sun Coast Homes, Inc. will pay recording charges, transfer taxes, escrow fee, and closing costs. The Donation Agreement will provide for customary pro-rations, including rents and real estate taxes and assessments, if any. In order to help offset City costs, Sun Coast Homes, Inc. will provide a credit, through escrow, in the amount of $12,063.34. This letter is not intended to be a contract or a binding agreement for the donation of the Property. This letter is intended only as a statement of the present intentions of the parties. Neither party is obligated to proceed with a donation transaction, and neither party will become obligated unless and until a definitive Donation Agreement has been negotiated and executed by the parties. The parties also anticipate that the Donation Agreement will include other mutually acceptable terms and conditions, and the negotiations between the parties will include proposals for such additional terms and conditions. Each party acknowledges and understands that either party may terminate negotiations at any time, without any liability or obligation to the other party, and each party will bear its own attorneys' fees and other expenses incurred in connection with the proposed transaction. If the terms and conditions set forth above are acceptable to you, please sign this letter where indicated below, and return the original or a copy to us. We will then ask that the City prepare a draft Donation Agreement for our review. Respectfully, Sun Coast Homes, Inc., a California Car oration By: President 22 of 22 ACCEPTED: Dated: ______ _, 2021 City of Poway By: ____________ _ Name: _____________ _ Title: ___________ _