Recording Requested By
And When Recorded Return to:
City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
No fee document pursuant to Govt. Code §27383
_____________________________________________________________________________ Space above this line for Recorder’s use
AGREEMENT FOR DEDICATION OF BORONDA ROAD RIGHT-OF-WAY
This Agreement for Dedication of Boronda Road Right-of-Way (the “Agreement”) is made and entered into this ____ day of September 2024, by and between the City of Salinas (the “City”), a California charter city and municipal corporation hereinafter referred to as “the City,” and REXFORD TITLE, INC., a California corporation, as to an undivided fifty seven percent (57%) interest, ISLANDIA 29 LP, a Delaware limited partnership, as to an undivided twenty-five percent (25%) interest, MARK KELTON, TRUSTEE OF THE 2010 RK JESSICA TRUST, as to an undivided nine percent (9%) interest, MARK KELTON, TRUSTEE OF THE 2010 RK DANIELLE TRUST, as to an undivided nine percent (9%) interest, all hereinafter collectively referred to as “the Owner.” Together the City and the Owner shall be herein collectively referred to as “the Parties” and may individually be referred to herein as a “Party.”
RECITALS
WHEREAS, Boronda Road between San Juan Grade Road and Williams Road has been identified in the City’s General Plan as a six-lane Major Arterial; and WHEREAS, in May 2017, City Council approved the roundabout concept at the intersections of McKinnon Street, El Dorado Drive, Natividad Road, Independence Boulevard, and Hemingway; and WHEREAS, as part of the Boronda Congestion Relief Project the City has prepared Plans and Specifications for the phased improvement of Boronda Road. The first phase of these improvements, (“the Phase One Improvements” or sometimes referred to as the “POIs”) is centered roughly on McKinnon Street, including roundabout design, has been bid, contracted, and will be constructed by the City; and WHEREAS, for the City to complete the POIs it is necessary to obtain certain real property from the Owner of land (APN 211-231-062) located on the north side of Boronda Road. Such ownership and the dedication of land necessary for the City to complete the POIs (the “Property”) is more particularly described in Exhibit A; and WHEREAS, by and through this Agreement, the Owner will offer to dedicate, for no consideration, the Property necessary to complete the POIs (the “Donation”); and WHEREAS, the Property is currently being farmed by a tenant under a terminable lease with the Owner; and WHEREAS, an active AT&T communication line is located within the Property running westerly from roughly the intersection of McKinnon Street and Boronda Road to the Gateway Shopping Center; and WHEREAS, Recitals to this Agreement are incorporated into and shall constitute part of this Agreement.
NOW, THEREFORE, in mutual consideration of the covenants and conditions contained herein, the Parties agree as follows:
TERMS
Right-of-Way for Boronda Road Improvements. The Owner shall, upon the mutual execution of this Agreement and the approval of the Salinas City Council together with all other requisite City approvals, irrevocably dedicate to the City, the Property as described and shown in Exhibit A to facilitate the POIs. Upon said mutual execution and all requisite final City approvals, the Owner agrees to promptly execute, and deliver to the City, those documents within Exhibit B or such other documents as may be reasonably necessary to perfect the dedication of the Property. City agrees to use its best commercially reasonable efforts to timely process and accept the dedication offered by the Owner.
As-Is Where-Is. The City accepts the Property in As-Is Where-Is condition with all faults and agrees that Owner shall not be liable in any way whatsoever for any issue or defect of any kind relating to the condition of the Property.
Notice to Farm Tenant. The Owner is required to timely notify the farming tenant of reductions to farmable acreage. The City shall provide notice to end farming activity, within the area described in Exhibit A, to the Owner at least forty-five (45) calendar days (or as near to such date as is reasonably feasible) prior to its desired start of construction.
Fair Market Value. The Owner shall contract and pay for an appraisal to be performed by an MAI appraiser to determine the fair market value of the Property as of the date of the Donation (or as near to such date as is readily feasible) for the purpose of establishing the value of the donation by Owners.
Donation. The City will cooperate with Owner in taking the action necessary for Owner to pursue donation treatment for the conveyance of the Property including, without limitation the filing of an IRS Form 8283 (and any equivalent California Franchise Tax Board form) reflecting the Fair Market Price for the property as determined by the “date of dedication” appraisal described in Section 4 herein above. The City agrees to not undertake any action that would oppose or contradict Owner’s donation treatment.
Property Inspection. At all reasonable times, from the date of this Agreement until the acceptance of the Donation, the City and its agents, employees, representatives and independent contractors shall be entitled, at City's sole cost and expense, to enter onto the Property to perform any inspections, investigations, studies and tests of the Property, including physical, engineering, soils, ground water, geotechnical and environmental tests that the City deems reasonable and cause one or more environmental assessments to be performed. Such operations shall be conducted in such a manner as to not permanently damage the Property. City shall provide the Owner notice forty-eight (48) hours prior to entry to properly notice and inform the farm lease tenant.
Construction of Boronda Road Improvements. The City represents and warrants that it has the authority to commence and to complete the Boronda Road Improvements and further represents that it has secured adequate funding to commence and to complete Phase 1 of the Boronda Road Improvements.
Maintenance of Farm Drainage Ditch: Upon the City’s acceptance of the dedication, the City agrees to maintain the farm drainage ditch which is located within the Property. The City will monthly hoe or otherwise remove any vegetation in the ditch and remove any trimmings and debris. If the City fails to maintain the ditch as described herein, the Owner are granted the right to enter and maintain the farm drainage ditch at the Owner’s sole discretion and expense.
AT&T Vaults. The City will work with AT&T to adapt the existing AT&T communication line and its vaults to the new Boronda roadway surface or relocate as needed. The City will coordinate with AT&T to ensure continuous operable condition of the AT&T communication line during construction activities as these lines service tenants of the Gateway Shopping Center (and may provide service to other existing customers as well). Notwithstanding anything to the contrary, the Owner agrees to provide up to Sixty Thousand Dollars ($60,000.00) to reimburse the actual third-party costs incurred by the City for the work described in this section. Any excess cost shall be borne by the City as part of the cost of the POIs.
Assignment. This Agreement may be assigned by the Owner without the consent of the City, but upon such assignment the Owner shall notify the City of such assignment and the name and contact information of the assignee(s).
Severability. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of the Agreement shall continue to be in full force and effect.
Integration and Agreement. This Agreement represents the entire understanding of the City and the Owner with respect to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by all the Parties.
Jurisdiction. This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey, or in the appropriate federal court with jurisdiction over the matter.
Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference.
Notices.
Written notices to the City shall, until further notice by the City, be addressed to:
Public Works Director
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
With a copy to:
City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
Written notices to the Owner shall, until further notice, be addressed to:
Rexford Title, Inc.
c/o Mark Kelton, VP
2716 Ocean Park Blvd. #3006
Santa Monica, California 90405
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
Rights and Obligations Under Agreement. By entering into this Agreement, the Parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
CITY OF SALINAS
_________________________________
Kimbley Craig, Mayor
ATTEST:
_________________________________
Patricia M. Barajas, City Clerk
APPROVED AS TO FORM:
_________________________________
Christopher A. Callihan, City Attorney
OWNER
By:_______________________________
Rexford Title, Inc.
By: Mark Kelton, Vice President
By:_______________________________
Islandia 29, LP
By: Chugash 2, LLC, General Partner
By: Mark Leekley, Manager
By:_______________________________
The 2010 RK Danielle Trust
By: Mark Kelton, Trustee
By:_______________________________
The 2010 RK Jessica Trust
By: Mark Kelton, Trustee
Exhibit A—Legal Description
Exhibit B—Grant Deed
City of SalinasPage 1 of 7
Agreement to Dedicate
Boronda Road Right-of-Way
September 24, 2024