HomeMy WebLinkAboutProperty - Acquisitions - 902 21 Memorandum of Understanding DC La Canada LLC, & Town of Oro Valley, Property Exchange MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into as of this 23� day of
November , by and between DC La Canada LLC and the Town of Oro Valley (the
"Town"), collectively identified in this MOU as the"Parties". This MOU memorializes the intent
and agreement of the parties with respect to a property exchange enabled by ARS § 9-407 (the
"Project").
RECITALS
A. DC La Canada LLC owns certain real property identified in this MOU as Pima County
Parcel 224-24-160F (the "Phillips Parcel"); and
B. The Town owns certain real property identified in this MOU as Pima County Parcel 223-
02-017Q(the Town Parcel"); and
C. It will be necessary for the Town to divide the Town Parcel and create a smaller new parcel
to create a property of substantially equal value under ARS § 9-407,(the"Town Exchange
Parcel"); and
D. Because of where Phillips Parcel and the Town Parcel(the"Parcels")are located the Parties
find it mutually beneficial to effectuate a property exchange under ARS § 9-407 once the
Town has created the Town Exchange Parcel.
E. It is understood that the Exchange Parcel will be more easily accessible for sale and
development by DC La Canada LLC; and
F. It is understood that the adjacency of the Philips Parcel to the Oro Valley Recreation Center
parking area makes the Phillips Parcel ideal for inclusion in the upcoming Oro Valley
Recreation Center parking area improvement project.
G. The Town Manager intends to take all steps necessary to present the required resolution(s)
specified by state law and town code to affect the land exchange outlined in this MOU and
will recommend said actions be affirmatively voted on by the Town Council. It is
understood that the final decision rests solely with the Town Council.
NOW THEREFORE, the Parties hereby acknowledge the mutual benefit of a property
exchange and memorialize their understanding herein:
AGREEMENT
1) THE PROJECT
The Partied understand that the scope of this project is to proceed through the process outlined in
ARS § 9-407, and other applicable statutes, and prepare their respective Parcels for exchange. It is
understood by the Parties that preparing the parcels for exchange will require the Parties to place
the Phillips Parcel and the Town Exchange Parcel in escrow with a mutually agreed to title
company. The underlying zoning for the Parcels will remain unchanged, nothing in this MOU
extends to any understanding as it relates to any future zoning amendment.
2) TERM
This MOU shall terminate 6 months subsequent to endorsement by the Parties, upon
completion, or on June 1, 2022,whichever occurs first.
3) Notices.
It is understood that all notices, demands, requests, election, or other communications
required,desired,or permitted to be given pursuant to this MOU by either Party to the other
shall be given in writing and shall be either personally delivered or deposited in the United
States mail,first class registered or certified postage pre-paid,return receipt requested,with
proper postage affixed, and addressed or directed to the Parties as follows:
To: the Town:
Town of Oro Valley
Attn: Town Manager
11000 North La Canada Drive
Oro Valley, Arizona 85737
CC: Legal Services Director
To: DC La Canada LLC:
Attn: Manager
11178 N Pomegranate Dr.
Oro Valley, Arizona 85737
4) ROLES OF THE PARTIES.
a) DC LA CANADA LLC.
As owner of the Phillips Parcel, DC La Canada LLC understands that as a condition to the
property exchange:
i) DC La Canada LLC will work with the Town to select a mutually agreed to title
company and place the Phillips Parcel in escrow with the selected title company.
ii) DC La Canada LLC will be required to ensure that the Phillips Parcel is free and clear
of any and all undue encumbrances including liens, deeds of trust and taxes owed
during the escrow process as a condition to the property exchange.
iii) DC La Canada LLC will allow Town to utilize the Parcel for any and all non-
invasive purposes including, but not limited to, any non-invasive purposes associated
with the Oro Valley Recreation Center parking lot improvement project and Oro
Valley Recreation Center including overflow parking for the term of this MOU for
$2,000 per month, prorated at$67 per day for partial months.
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b) THE TOWN.
As owner of the Town Parcel,the Town understands that as a condition to the property exchange:
i) The Town will work with DC La Canada LLC to select and pay for a mutually agreed
to title company and place the Exchange Parcel in escrow with the selected title
company.
ii) The Town must create the Exchange Parcel and record the appropriate documents
with the Pima County Recorder's Office; and
iii) The Town will be required to ensure that the Exchange Parcel is free and clear of any
and all undue encumbrances including liens, deeds of trust and taxes owed during the
escrow process as a condition to the property exchange.
iv) The Town will be required to ensure that the statutory requirements for a property
exchange are faithfully followed and adhered to.
5) INDEMNITY OBLIGATIONS.
Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and
expenses (including, without limitation, attorneys' fees) that such Party may suffer, sustain or
become subject to as a result any misrepresentation or breach of warranty, covenant or agreement
of the indemnifying Party contained herein or the indemnifying Party's gross negligence or willful
misconduct in performance of its obligations under this MOU.
6) TERMINATION.
Either Party may at its option, terminate this MOU if the other Party fails to fulfill its obligations
hereunder.
7) MISCELLANEOUS.
The parties to this MOU understand that each party entered into this MOU in reliance on the
agreement of each of the other parties to perform its obligations hereunder. This MOU is
enforceable with respect to the subject matter hereof and may be modified or amended only by a
writing signed by the Parties. This MOU shall be governed by and construed in accordance with
Arizona law, and shall be subject to the provisions of Arizona Revised Statute § 38-511.
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DC La Canada LLC
STATE OF ARIZONA)
) ss
COUNTY OF PIMA )
On this day of , 20 , before me the subscriber personally
appeared
, to me known and known by me to be the person(s) who executed the within
Agreement and he/she/they duly acknowledged to me that he/see/they executed the same.
Notary
My Commission Expires:
TOWN OF ORO VALLEY DC LA CANADA LLC
E-SIGNED by Mary Jacobs E-SIGNED by Chris Phillips
on 2021-11-29 09:28:21 MST on 2021-11-23 09:00:12 MST
Mary Jacobs, Town Manager Chris Phillips, Manager
ATTEST: APPROVED AS TO FORM:
E-SIGNED by Michael Standish E-SIGNED by Tobin Sidles
on 2021-11-29 08:39:54 MST on 2021-11-29 08:48:47 MST
Michael Standish, Town Clerk Tobin Sidles,Legal Services Director
Date: November 29, 2021 Date: November 29,2021
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