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HomeMy WebLinkAboutProperty - Acquisitions - 902 25 Approving a gift agreement between Mona Zimerman and the Town of Oro Valley to begin the procRESOLUTION NO. (R)25-32 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, APPROVING A GIFT AGREEMENT BETWEEN MONA ZIMERMAN AND THE TOWN OF ORO VALLEY TO BEGIN THE PROCESS TO ACCEPT CERTAIN REAL PROPERTY CONSISTING OF A HOUSE LOCATED AT 908 E. SEDONA PLACE, ORO VALLEY, AZ 85755 AND IDENTIFIED BY PIMA COUNTY PARCEL NUMBER 223-05-3100; AND DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, Mona Zimerman wishes to gift to the Town certain real property consisting of a house located at 908 E. Sedona Pl., Oro Valley, AZ 85755 and identified by Pima County parcel number 223-05-3100; and WHEREAS, Mona Zimerman has placed certain restrictions on the Town’s use of the property, the terms of which are spelled out in the Gift Agreement attached hereto as Exhibit “A”; and WHEREAS, it is in the best interest of the Town to approve the Gift Agreement, attached hereto as Exhibit “A” and incorporated herein by this reference, between Mona Zimerman and the Town to begin the process to accept the real property consisting of a house located at 908 E. Sedona Pl., Oro Valley, AZ 85755 and identified by Pima County parcel number 223-05-3100. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA AS FOLLOWS: SECTION 1.Gift Agreement, attached hereto as Exhibit “A” and incorporated herein by this reference, between Mona Zimerman and the Town to begin the process to accept the real property consisting of a house located at 908 E. Sedona Pl., Oro Valley, AZ 85755 and identified by Pima County parcel number 223-05- 3100 is hereby approved. SECTION 2.The Town Manager, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution, or the Gift Agreement attached hereto as Exhibit “A”, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. Page 2 of 3 SECTION 4. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provision of this Resolution are hereby repealed. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 18th day of June, 2025. TOWN OF ORO VALLEY Joseph C. Winfield, Mayor ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date:Date: Page 3 of 3 EXHIBIT “A” GIFT AGREEMENT BETWEEN THE TOWN OF ORO VALLEY, ARIZONA and MONA ZIMERMAN This Gift Agreement (this “Agreement”) is made this _18 day of __June_, 2025 between Mona Zimerman (the “Donor”) and The Town of Oro Valley, Arizona, (the “Donee”). The Donor and the Donee agree as follows: 1. Donor Commitment. The Donor hereby agrees to give to the Donee that certain real property (the “Property”) described on Exhibit “A”, but only on the terms and conditions as set forth in this Agreement. The gift of this Property by the Donor to the Donee is sometimes referred to herein as the Gift”. The effective date on which the Gift will occur is sometimes referred to herein as the “Gift Date.” 2.Donor Stipulations. The donation is for use in Vistoso Trails Nature Preserve, an area subject to a conservation easement held by Archaeology Southwest. Further Donor Stipulations are more specifically detailed in Exhibit “B”, attached hereto. 3.Manner in Which the Gift Will be Made. The Gift will be made by a duly executed and notarized Special Warranty Deed for the Property showing the Donor as the grantor/transferor and the Donee as the grantee/donee. 4.Effective Date. The date upon which this Agreement becomes effective, shall be the date upon which it is executed by the last party (the “Effective Date”). 5.Due Diligence. The Donee shall have 45 days from the Effective Date, referred to herein as the “Due Diligence Period,” to conduct due diligence. During the Due Diligence Period, the Donee shall have the right to conduct whatever due diligence it deems appropriate with respect to the Property. Upon request by the Donee, the Donor will provide whatever written data or materials it has regarding the Property. However, the Donor makes no representation or warranty as to the condition of the Property, including but not limited to, its physical condition, environmental condition, title, suitability for any purpose, or otherwise. The Donee releases and discharges the Donor from any claim it may have, and in fact agrees that it shall have no claim, against Donor with respect to any such condition of the Property. The Donee may elect to cancel the Gift during the Due Diligence Period if it identifies due diligence concerns by providing written notice of its cancellation to Mona Zimerman prior to the end of the Due Diligence Period. If no notice is given, the Donee will have effectively waived its right to cancel the contract and the Due Diligence Period will be deemed expired. 6.Costs and Expenses of the Gift. The Donee will pay any costs and expenses in connection with the Gift, which would include the preparation of the Special Warranty Deed, filing fees for the Special Warranty Deed, and any other ordinary and customary expenses. If the Donee wants to obtain title insurance or a title opinion, then the Donee may do so at its own expense. 7.Qualification of the Gift as a Charitable Donation. The Donee understands that the Donor will report the Gift for state, local, and federal income tax purposes as a deductible charitable gift. The Donee does not make any representation for and shall have no liability as to the fair market value of the Property or the amount of the charitable deduction. However, the Donee shall not take any action which would in any way impede the reporting of the Gift as a charitable deduction by the Donor, and the Donee shall cooperate in any manner as may be reasonably requested by the Donor to provide infonnation to any taxing autho1ity as to the receipt of the Gift. 8.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona. 9.Entire Agreement. This Agreement constitutes the entire Agreement among the parties and supersedes all prior agreements and understandings among the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the undersigned agree to be bound by and have executed this Agreement effective as of the date set forth above. DONOR: STATE OF WASHTNGTON ) ss. County of Snohomish ) MONA ZIMERMAN fu Da: ./(Js)j The foregoing instrument was acknowledged before me this l_ day of Af}jL , 2025, by Mona Zimetman. AffixSeal) Notary Public StateofWashington KIM CHRISTIAN DONEE: THE TOWN OF ORO VALLEY By: Joseph Winfield, Mayor Date ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date: Date: EXHIBIT “A” An approximate .11 acre parcel, located at 908 E. Sedona Pl., Oro Valley, AZ 85755, identified by Pima County Parcel Number 223-05-3100. EXHIBIT “B” Mona Zimerman gifts the property located at 908 E. Sedona Pl., Oro Valley, AZ 85755, identified by Pima County Parcel Number 223-05-3100, to the Town of Oro Valley on the condition that the below terms be adhered to by the Town of Oro Valley: The Town of Oro Valley will sell the property and use the funds exclusively for projects related to the Vistoso Trails Nature Preserve. A portion of the funds generated by the sale of the property shall be used by the Town of Oro Valley to construct a shaded bike rack or seating area within the Vistoso Trails Nature Preserve with a plaque dedicating the bike rack or seating area to Adam Zimerman.