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HomeMy WebLinkAboutResolution 2003-158 real estate purchase agreement with the wilson family trustMARANA RESOLUTION NO. 2003-158 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, APdZONA, AUTHOR/ZING THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT W/TH THE WILSON FAMILY TRUST. WHEREAS, the Town of Marana has negotiated the acquisition of property Fights needed from Tax Parcel No. 219 36 006B for the construction of the roadway improvements at and near the intersection of Tangerine and Thomydale Roads in the Town of Marana. NOW, THEREFORE, BE iT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, authorizing the Town of Marana to enter into and the Mayor to execute the "Real Estate Purchase Agreement" with the Wilson Family Trust in the form attached as Exhibit A to and incorporated in this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of December, 2003. Mayor B~ $~I~TTON, JR. ATTEST: APPRO.~fi~ AS~ f~..~ORM: son, Town Clerk Marana Resolution No. 2003-158 11/25/2003 5:11 PM Exhibit A REAL ESTATE PURCHASE AGREEMENT TH/S AGREEMENT is made and entered into by and between the TOWN OF MARANA, an Arizona municipal corporation, (the"Town") and CHARLES WlLS ON AND JEAN F. WILSON, Co-Trustees of the Wilson Family Trust dated April 21, 1981 (the "Wilson Family Trust"). The Town and the Wilson Family Trust are sometimes collectively referred to as the "Parties," who are sometimes individually referred to as the "Party." RECITALS A. The Wilson Family Trust owns the real property described on the attached Exhibit A. B. The Town desires to purchase the real property described on Exhibit B and to obtain a construction easement for a period of eight (8) months on the real property described on Exhibit C. C. The Wilson property described in Exhibit A is subject to a grazing lease held by Jack and Phyllis Carlisle. AGREEMENT NOW, TI-~REFORE, in consideration of the foregoing premises and the mutual covenants set forth in this agreement, the Parties hereby agree as follows: 1. The Wilson Family Trust hereby agrees to sell to the Town and grant a construction Page 1 easement to the Town, and the Town agrees to purchase from the Wilson Family Trust and obtain a construction easement in connection with the following described properties, on the terms and conditions set forth in this Agreement: (A) All of the Wilson Family Trust's right, title and interest in the real property described on the attached Exhibit B, and (B) An eight-month right to enter and use the Temporary Construction Easement over the land described on the attached Exhibit C. ESCROW 2.(A) The parties shall establish an escrow with Lawyer's Title of Arizona (the "Escrow Agent") by delivering an executed copy of this Agreement to Escrow Agent. Upon delivery to the Escrow Agent of an executed copy of this Agreement, the Escrow Agent is instructed to open an escrow and deliver fully executed copies of this Agreement to the Wilson Family Trust and the Town. (B) This Agreement, and any exhibits attached to it, shall constitute escrow instructions to Escrow Agent in connection with this transaction. Should the Escrow Agent require, in addition to this Agreement, the execution of its standard form printed Escrow Instructions, the Escrow Agent shall prepare such Escrow Instructions in accordance with the directions contained in this Agreement and in a form mutually acceptable to the Parties and the Parties shall execute such Escrow Instructions on receipt from the Escrow Agent. The Escrow Instructions shall not supersede, modify or amend any of the terms of this Agreement, and in the event of any conflict or ambiguity between any of the terms of this Agreement and those of the Escrow Instructions, this Agreement shall govern Page 2 and control. 3. Opening and Closing Dates. "Opening of Escrow" shall occur when an executed copy of this Agreement is delivered to Escrow Agent in accordance with Paragraph 2(A) above. The closing of this transaction (the "Closing" or the "Close of Escrow") shall take place on a date mutually acceptable to the Parties (the "Scheduled Closing Date"), not more than thirty days from and after the effective date of this Agreement. 4. Purchase Price. The purchase price for the property shall be Twelve Thousand ($12,000.00) Dollars payable at Close of Escrow. 5. Closing Matters. (A) On or before the Scheduled Closing Date, the Wilson Family Trust shall deposit with the Escrow Agent, for delivery to the Town at the time of Closing, the following items which shall be duly executed and acknowledged (where applicable); (i) A special warranty deed conveying to the Town fee simply title to the real property described on the attached Exhibit B, subject to all matters of record, (ii) A Temporary Construction Easement granting to the Town an eight (8) month use of the land for construction purposes - the land being described on the attached Exhibit C (iii) A disclaimer of interest in a form provided by the Town, executed by Jack and Phyllis Carlisle, disclaiming any and all interest in the subject property described on the attached Exhibits B and C. (iv) An affidavit of the Wilson Family Trust's non-foreign status, as required pursuant to Paragraph 7 below. (B) Escrow Agent is hereby instructed to furnish and deliver to the Town, at the Close of Page 3 Escrow, a standard owner's title insurance policy (or a policy with such additional coverage and/or endorsements as the Town has requested), issued as of the Close of Escrow, insuring the Town that the Town has acquired good and marketable fee simple title to the Property in the amount of the purchase price, subject only to (j) title exceptions accepted by the Town and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent's standard (or extended, if applicable) form owner's policy of title insurance. The Town shall be responsible for the cost of the title insurance policy. (C) Immediately upon Closing, Escrow Agent is hereby instructed to record the special warranty deed, deed of'easement and disclaimer (see Paragraphs 5(A)(i), (A)(ii), and (A)(iii) above) in the office of the Pima County Recorder. (D) Real property taxes and any similar current charges against the Property will be pro- rated as of the last day inup~ ediately preceding the Close of Escrow. The Town shall assume all assessments as of the closing date. (E) Escrow fees shall be borne by the Town and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and paid for by the Town. 6. Brokers' Commissions andFees. The Town and the Wilson Family Trust warrant, each to the other, that there are no fees or commissions owing to any broker or other party for bringing about the sale contemplated by this Agreement. If any person shall assert a claim to a fee, commission or other compensation on account of alleged employment as a broker or finder or for performance of services as a broker or finder in connection with this transaction, the party under whom the broker or finder is claiming shall indemnify and hold harmless the other party against and from any such claim and all costs, expenses, and liabilities incurred in connection with such claim or Page 4 any action or proceeding brought thereon (including, but without limitation, counsel and witness fees and court costs in defending against such claim.) 7. Affidavit of hron-Foreign Status; IRS Form 1099b. The Wilson Family Trust shall deliver or cause to be delivered to Escrow Agent at the Close of Escrow an affidavit executed by the Wilson Family Trust under penalty of perjury setting forth the Wilson Family Trust's taxpayer identification number and stating that the Wilson Family Trust is not a foreign person, in accordance with Internal Revenue Code Section 1445(b)(2). The Wilson Family Trust shall also execute and deliver to Escrow Agent at the Close of Escrow a copy of IRS Form 1099B for filing by Escrow Agent with the Internal Revenue Sen, ice (the "IRS"). Escrow Agent, as the party responsible for closing the transaction contemplated hereby within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), is instructed to file all necessary information reports, returns and statements regarding the transaction required by the Cod e, including, but not limited to, the reports required pursuant to Section 6045 of the Code. 8. Relocation of Fencing. Along the boundaries of the Wilson Property as modified by this Agreement, the Town or its contractors shall construct and maintain at all times during construction stock-tight fencing ora quality and type at least as good as what currently exists on the Wilson Property. Specifically, the Town or its contractor shall: (A) Relocate the stock-fight fencing from the east and south portions of the land described on the attached Exhibit B to the west boundary of the land described on said Exhibit B. (B) As necessary for construction, relocate the stock-tight fencing from within the real property described on the attached Exhibit C to the north boundary of the land described on the attached Exhibit C and return the fencing to its pre-construction location upon completion of the Page 5 entire construction project. The Town shall agree to hold said Wilson Family Trust harmless from any and all liability which they may incur as a result of the relocation of said fences and this provision for hold harmless from liability shall survive the Closing of this transaction. 9. Notices. All notices, requests and other communications under this Agreement shall be given in writing and either (i) personally served on the party to whom it is given, or (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by private overnight courier such as Federal Express or Airborne, or (iv) transmitted by facsimile (provided that a confirming copy of the facsimile transmission is mailed on the date of such transmission), addressed as follows: If to theTown: TOWN OF MARANA 13251 N. Lon Adams Road Marana, Arizona 85653-9723 (520) 682-3401 Fax (520) 682-9026 If to the Wilson Family Trust: Charlie Wilson P.O. Box 32618 Tucson, AZ 85751 (520) 885-6284 All notices shall be deemed given when delivered or transmitted by facsimile or, if mailed as provided above, on the second day after the day of mailing, and if sent by overnight courier, on the next day after the date of deposit with the courier. Any party may change its address for the receipt of notices at any time by giving written notice thereof to the other parties in accordance with the terms of this Page 6 section. The inability to deliver notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the effective receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. 10. Miscellaneous. (A) This Agreement may not be modified except in a writing signed by the Parties. (B) Time is of the essence of this Agreement. (C) This Agreement shall be governed by and interpreted in accordance with the laws of the State of'Arizona, and any lawsuit to enforce any provision of this Agreement or to obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior Court, and for th/s purpose the Parties expressly and irrevocably consent to the jurisdiction of the Pima County Superior Court. (D) If either of the Parties fails to perform any of its obligations under this Agreement or ifa dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party or the party not prevailing in the dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights under this Agreement, including, without limitation, court costs and reasonable attorneys' fees. (E) Thecaptions and section numbers appearing in this Agreement are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this Agreement. (F) This Agreement may be executed in multiple counterparts, each of which shall, for alt purposes, be deemed an original and all of which, taken together, shall constitute one and the same agreement. Page 7 (G) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors in interest and assigns; provided, however, that no assignment of this Agreement shall in any way relieve the assignor of its obligations under this Agreement. (H) This Agreement is subject to A.R.S. §38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. (I) Exhibits referred to in this Agreement are attached to and incorporated by reference as if set forth in full in this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures, which shall be the effective date of this Agreement. THE TOWN: THE TOWN OF MARANA, An Arizona municipal corporation By: Bobby Sutton, Jr., Mayor Date: ATTEST: Jocelyn C. Bronson, Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney THE WILSON FAMILY TRUST: CHARLES WILSON and JEAN F. WILSON, Co-Trustees of the Wilson Family Trust dated Chad'es Wilson Date: ~f£n F. Wilson Page 8 EXHIBIT A LEGAL DESCRIPTION THE SOUTH 1040 FEET OF THE EAST HALF OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 13 EAST, GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA EXCEPT THE EAST 30 FEET LYING WITH~ THOR.NYDALE ROAD AS ESTABI./SHED BY INSTRUMENT RECORDED IN DOCKET 1064, PAGE 205, RECORDS OF PIMA COUNTY, ARIZONA; AND EXCEPT THE SOUTH 50 FEET LYING WITHIN TANGERINE ROAD ACCORDING TO BOOK 7 OF ROAD MAPS, PAGE 83, RECORDS OF PIMA COUNTY, ARIZONA; AND EXCEPT ANY PORTION LYING WITHIN CAMINO DE MANANA ROAD NO. 220, ACCORDING TO BOOK 2 OF ROAD MAPS, PAGES I TO 4 INCLUSIVE, RECORDS OF PIMA COUNTY, ARIZONA. EXHIBIT B LEGAL DESCRIPTION RIGHT-OF-WAY A PORTION OF THE SOUTH 1040 FEET OF THE EAST HALF OF SECTION 31, TOWNSHIP I1 SOUTH, RANGE 13 EAST, GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA, SAID PORTION BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 31. 'II-tENCE NORTH 00°06'40" WEST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 50.00 FEET TO THE NORTH RIGHT-OF-WAY LINE OF TANGERINE ROAD AS SHOWN IN BOOK 7 OF ROAD MAPS AT PAGE 83, RECORDS OF SAID PIMA COUNTY; THENCE SOUTH 89°34'34'' WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE OF TANGERINE ROAD, A DISTANCE OF 30.00 FEET TO THE WEST RIGHT-OF-WAY LINE OF THORNYDALE ROAD AS DESCRIBED IN ESTABLISHMENT PROCEEDINGS NO. 273A, SAID POINT BEING THE POINT OF BEGINNING; THENCE SOUTH 89°34'34'' WEST, CONTINUING ALONG SAID NORTH RIGHT-OF-WAY LINE OF TANGERINE ROAD, A DISTANCE OF 78.64 FEET; THENCE NORTH 13°30'31" EAST A DISTANCE OF 333.95 FEET TO THE AFORESAID WEST RIGHT-OF-WAY LINE OF THORNYDALE ROAD; THENCE SOUTH 00°06'40'' EAST, ALONG SAID WEST RIGHT-OF-WAY LINE OF THORNYDALE ROAD, A DISTANCE OF 324.13 FEET TO THE POINT OF BEGINNING. SAID PORTION CONTAINING 12,745 SQUARE FEET OR 0.293 ACRES, MORE OR LESS. EXHIBIT C LEGAL DESCKIPTION 15 ' X 350' TEMPORARY CONSTRUCTION EASEMENT A TEMPORARY CONSTRUCTION EASEMENT OVER A PORTION OF THE SOUTH 1040 FEET OF THE EAST HALF OF SECTION 31, TOWNSI-ffP 11 SOUTH, RANGE 13 EAST, GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT A BRASS CAP SURVEY MONUMENT AT THE NORTHEAST CORNER OF SECTION 6, TOWNSHIP 12 SOUTH, RANGE 13 EAST, GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA .(FROM WHICH A BRASS CAP SURVEY MONUMENT AT THE SOUTHWEST CORNER OF SAID SOUTH 1040 FEET OF THE EAST HALF OF SAID SECTION 31 BEARS SOUTH 89°4T48" WEST, A DISTANCE OF 2516.44 FEET); THENCE SOUTH 89 ° 47'48" WEST ALONGTHE SECTION LINE COMMON TO SAID SECTION 6 AND SAID SECTION 31, A DISTANCE OF 1025.00 FEET; THENCE NORTH 00°12'12'' WEST DEPARTING SAID SECTION LINE, A DISTANCE OF 50.00 FEET TO A POINT ON THE NORTHERLY RIGHT-OF- WAY LINE OF TANGERINE ROAD AS SHOWN IN BOOK 7 OF ROAD MAPS PAGE 83 RECORDS OF PIMA COUNTY, ARIZONA SAID POINT BEING THE POINT OF BEGINNING; THENCE CONTINUE NORTH 00°12'12'' WEST DEPARTING SAID NORTHERLY RIGHT-OF-WAY LINE, DISTANCE OF 15.00 FEET; THENCE NORTH 89047'48'' EAST, A DISTANCE OF 350.00 FEET; THENCE SOUTH 00°12'12" EAST, A DISTANCE OF 15.00 FEET TO TH~ NORTHERLY RIGHT-OF-WAY LINE OF SAID TANGERINE ROAD; THENCE SOUTH 89047'48" WEST ALONG SAID NORTHERLY RIGHT-OF- WAY LINE OF TANGERINE ROAD, A DISTANCE OF 350.00 FEET TO TIlE POINT OF BEGINNING. CONTAINING 5250 SQUARE FEET MORE OR LESS.