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HomeMy WebLinkAbout2009-12-09 e-packet~~x sANF AGENDA REDEVELOPMENT AGENCY ~W~.~ ~~ ~ CITY OF SOUTH SAN FRANCISCO c9LIFOR~IP REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 9, 2009 6:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 6:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. KARYL MATSUMOTO Chair MARK N. ADDIEGO Vice Chair PEDRO GONZALEZ Boardmember RICHARD A. GARBARINO Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director KEVIN MULLIN Boardmember KRISTA MARTINELLI-CARSON Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR Motion to approve the minutes of August 26, 2009 & November 18, 2009. 2. Motion to confirm the expense claims of December 9, 2009. ADMINISTRATIVE BUSINESS 3. Resolution authorizing execution of a Purchase and Sale Agreement and authorizing expenditure of Tax Increment Funds in the amount of 1.1 million for the acquisition of property located a 938 Linden Avenue. 4. Resolution authorizing the expenditure of Tax Increment funds for the acquisition of land located at 296 South Airport Boulevard required in connection with the Caltrain Station Improvement Project and adopting findings required by Health and Safety Code section 33445. CLOSED SESSION: 5. Pursuant to Government Code section 54956.8 Real property negotiations related to 938 Linden Avenue. Company negotiator: 15SSF DEV, LLC. Agency Negotiator: Marty Van Duyn. 6. Pursuant to Government Code section 54956.8 Real property negotiations related to 344 Grand Avenue. Company negotiator: St. Vincent de Paul. Agency Negotiator: Marty Van Duyn. ADJOL)RNMENT REGULAR REDEVELOPMENT AGENCY MEETING DECEMBER 09, 2009 AGENDA PAGE 2 MINUTES o~zx,s~~ ®RA.FT ~~ ;, t ~~ SPECIAL 1lIEETINr J ~ `~' -~~ REI)EVELC~PIVIENT AGEi~1CY \\i1Fol~~l~/ CITY OF SOUTH SAN FRANCISCO P.U. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICIJS BUILDING COMMUNITY ROOM 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDl~TESDAY, August 26, 2009 1. Call to Order TIME: 6:30 P.M. 2. doll Call PRESENT: Boardmembers Garbarino, Gonzalez, ~ Mullin, Mice Chairman Addiego and Chairwoman Matsumoto ABSENT: None. 3. Public Comments -comments were limited to items on the Special Meeting Agenda. None. 4. Resolution No. 20-2009 approving a loan for the remodel and expansion of Buon Gusto Ristorante in an amount not to exceed $650,000 and authorizing the Executive Director to execute the loan documents. Manager Fragoso presented the staff report setting forth the terms of the loan. Boardmember Addiego questioned certain fire code requirements pertaining to sprinklers. He fi}rther questioned a default loan rate reflected in the documents. Manager Fragoso advised that the existing restaurant did not require sprinklering. However, the expanded space would require sprinklering due to the increased capacity caused by the expansion. Regarding the default loan rate, Counsel Mattas explained the rate would increase if the borrower got behind on the loan, but it was a short term increase in the rate until the default was cured. Boardmember Gonzalez questioned ownership of the buildings involved in the expansion. Manager Fragoso explair~d current ownership and described the way walls between two of tr.e adjacent buildings that were separately owned would be opened. Boardmember Garbarino added the expansion of the Restaurant would add to the uevelopment and beatification of the Downtown. Chairwoman Matsumoto commented that specific loading hours might need to be required ire the Downtown District as a result of increased development. Motion - Boardmember Garbarino/Vice Chairman Addiego: to approve Resolution No. 20-2009. Unanimously approved by voice vote. 5 . Adjournment. Being no further business, Chairwoman Matsumoto adjourned the meeting at 6:55 p.m. Submitted by: B ' to ' -art i~rs Clerk, Re e pme gency Approved: Chairman, Redevelopment Agency SPECIAL REDEVELOPMENT AGENCY MEETING MINliTES AUGUST 26, 2009 PAGE 2 ~~xs~ MII~UT~'S ~o ..,,.,.. ~ T /~ __ I~. ,i '~ ~ ~ CpE~IA~ 1ViN ~'_i'_T ~G ~i;FnF~~b CI T ~T OF SOti T x SAN FR.yI~TCiSCO P.O. Box 711 (City 'rlaiL 4N Grai.d Avenue} South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING COMMUNIT Y ROOI~~I 3 3 ARROYO 1~ P.I ~'E SOUTH SAN rRANCISCO, CA jVEI~NESLAY, NOVEMBER 18, 2009 1. Call to-Order TIME: 6:33 P.M. 2. Roll Call PRESENT: Boardmembers Garbarino, Gonzalez, Mullin, Vice Chairman Addiego and. Chairwoman Matsumoto ABSENT: None. 3. Public Comments - corizments were limited to items on the Special Meeting Agenda. None. CONSENT CALENDAR 4. Motion to approve die minutes of September 9, 2009 and October 14, 2009. 5. Motion to confirm die expense claims of November 18, 2009 363,373.69. Motion- Vice Chairman Addiebo/Second- Boardmember Gonzalez: to approve dle Consent Calendar. Unanimously approved by voice vote. CLOSED SESSION Prior to entering Closed Session, Vice Chairman Addiego advised he would not be participating in the Closed Session relating to items 6 and 7, due to a conflict of interest .base on his employment. Closed Session Opened: 6:42 p.m. Open Session Resumed: 7:01 p.m. 6. Pursuant to (sovernn7~nt Code section 51956.8 Real property negotiations related to 938 Linden Avenue. Company negotiator: 15SSr DLV, LLC. T Agency Negotiator: Mary ati~ ~uyn Report out of Closed Session by Chair.oman Matsumoto: Direction given. rvo reportable action. taken. 7. Pursuant to Government Code section 54956.8 Real property negotiations related to 344 Grand Avenue. Company negotiator: St. Vincent de Paul. Agency negotiator: TJ~arty Van Duyn. Report out of Closed Session by Chairwoman Matsumoto: Direction given. No reportable action taken. 8. Adjournment. Being no further business, Chairwoman Matsumoto adjourned the meeting at 7:01 p.m. Submitted by: '-_ l~r' a artin i-Larson lerk, ~eUelopment Agency Approved: Chairman, Redevelopment Agency SPECIAL REDEVELOPMENT AGENCY MEETING MINUTES NOVEMBER 18, 2009 PAGE 2 4zK SANS, ~O ,,~~~~,, ,p o n ~ ~ J O c'QLIFOR~~~ I certify that the demands set forth on this payment register are accurate and funds are available for payment.* ~ j ,, DATED : ~ ~ ~ ~ 1 -''~- L~ FINANCE DIRECTOR *Note: Items below do not include payroll related payments Checks- Date Amount 11/18/09 266,502.80 12/02/09 21,284.28 Electronic Payments: Date Amount To Description Total Payments $ 287,787.08 This is to certify that the above bills were confirmed at the regular meeting of the Redevelopment Agency of South San Francisco held December 9, 2009. 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BACKGROUND/DIS CUS SION The Building located at 93 8 Linden Avenue was acquired by 1 S S SFDEV LLC following foreclosure in 2007. The property is not leased and has been vacant for some time. The existing free-standing retail/office building consists of a lower story and a partial second story mezzanine and was constructed in the mid-1900s. The property is sited on a lot of 12,937 square feet with a building of 4,000 square feet. The first floor of the building is mostly broken into smaller offices and restrooms with an open area of approximately 2S feet by 35 feet at the rear. The upper level is L shaped and consists of smaller offices. The building is a cuss C structure including a concrete slab floor, painted concrete block walls, and a flat composition roof. There is limited parking iri the front of the building and ample parking at the rear consi$ting of 19 spaces with perimeter landscaping. The properties along this segment of Linden Avenue are mostly built to the sidewallc and thus there is minimal street landscaping. The two concrete areas and driveway to the back of the building are asphalt paved. There is one existing overhead truck door on the back wall. The property, although sixty years old, has been relatively well maintained. An appraisal was conducted on the property establishing an assessed value of One Million One Hundred Thousand Dollars ($1,100,000). City staff has conGlucted inspections of the property and determined that there are no items requiring immediate correction and no apparent building code violations. Furthermore, Phase I and Phase II analysis indicate there are no adverse environmental conditions that would require remediation. The building is currently in the C-I Retail Commercial district and the retailloffice designation would continue in place. The intended use for the building will be to relocate St.Vincent de Paul's Food Program. Once St.Vincent de Paul has prepared design concepts, they will submit for design review and use permit and once secured, the property is proposed to be sold to them, at the hall purchase price. Staff Report Subject: 938 Linden Avenue Purchase & Sale Agreement Page 2 CONCLUSION A preliminary title report has been secured indicating that Old Republic Title Company is prepaxed to issue a policy of title insurance for the proposed conveyance. At close of escrow, seller shall convey by grant deed to Redevelopment Agency, fee simple title to the property, free and clear of all Liens and encumbrances, delinquent taxes, assessments, deeds of trust and other security instruments. Agency shall make a deposit of $30,000 into escrow, in an interest bearing account for the benefit of the Agency. The deposit and interest earned shall be applied to the purchase price at close of escrow. The Purchase and Sale Agreement stipulates that close of escrow shall be no later than January 15, 2010. FUNDING The property will be maintained by the Department of Economic and Community Development. Funds are available in the current Redevelopment Agency budget for this acquisition. Staff recommends the Redevelopment Agency Board adopt the attached Resolution authorizing the expenditure of tax increment funds, at a price not to exceed the appraised value of $1,100,000 and authorizing the Executive Director to execute a PL~rchase and Sale Agreement substantially in the form presented to the Agency Board with such modifications as may be approved in consultation with Agency Counsel. By ~ti~~C~L Approved. ~ `' G Marty 'Van Duyn M. Nagel Assistant Executi Director Executive Director BMN:MVD:NF Attachment: Resolution Purchase and Sale Agreement Property Profile RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AND SALE AGREEMENT AND AUTHORIZING EXPENDITURE OF TAX INCREMENT FUNDS 1N THE AMOUNT OF $1.1 MILLION FOR THE ACQUISITION OF PROPERTY LOCATED AT 938 LINDEN AVENUE WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency formed, existing and exercising its powers pursuant to the California Community Redevelopment Law, Health and Safety Code 'Section 33000 et seq. ("CRL"); WHEREAS, by Ordinance No. lOS6-89, the City Council of the City of South San Francisco {"City CouncrI") established the Downtown~'Central Redevelopment Project (the "Project Area") and adopted the Redevelopment Plan for the Project Area (as subsequently amended, the "Redevelopment Plan"); W~ICREAS, 15SSFDEV, LLC, a California iimit~d liability company ("Owner") is the owner of real property located in the City of South San Francisco at 938 Linden Avenue (the "Property"); WHEREAS, fide Owner desires to sell the Property, and the Agency desires to acquire the Property to facilitate redevelopment of the Project Area; WHEREAS, the Agency and the Owner have negotiated a purchase and sale agreement {the "Purchase and Sale Agreement") a copy of wlu~h has been provided to the Agency governing board and is on file with the Agency Secretary; and WHEREAS, the Property is located in the Project Areas and the purchase of the Property is consistent with and furthers the goals and objectives of the Redevelopment Plan. 1326486-I Page 1 NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: I . Approves the Agency's expenditure of tax increment funds in fine amount of One Million One Hundred Thousand Dollars ($1,100,000) for the acquisition of the Property. 2. Approves the Purchase and Sale Agreement and authorizes the Executive Director to execute such agreement substantially in the form presented to the Agency Board with such modifications as may be approved by tl~.e Executive Director in consultation with Agency Counsel. 3. Authorizes the Executive Director to Lmdertalce s~xch other actions and to execute such other instruments as may be necessary or desirable in order to carry out the intent of this Resolution, including without limitation, the execution and recordation of a Certificate of Acceptance for the Property and the procurement of a policy of title insurance. I hereby certify that tl~e foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of Soutli San Francisco at a meeting held on the day of , 2009 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1326486-1 2 Page 2 PURCHASE AND SALE AGREEMENT TffiS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of December 10, 2009 (the "Effective Date"} by and between 15 SSFDEV, LLC, a Califomia limited liability company ("Seller") and the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Buyer"). Seller and Buyer are hereinafter referred to as the "Parties.'' W~REAS, Seller is the owner of that certain ~ real property in San Mateo County, California, located at 938 Linden Avenue in the City of South San Francisco, known as San Mateo County Assessor's Parcel No. 012-102-030, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to, sell to Buyer all of SeIler's right, title and interest in and to: (i) the Land, (ii} all improvements located on the Land ("Improvements"), and (iii) all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinafter, the "Property"); and WHEREAS, the Property is located within the Downtown/Central Redevelopment Project Area (the "Project Area") and Buyer has determined that acquisition of the Property will facilitate the implementation of the Redevelopment Plan for the Project Area. NOW, THEREFORE, for good and valuable consideration, the receipt and suff ciency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to SeU and Purchase. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement. 2. P©rchase Price. The purchase price for the Property shall be One Million One Hundred Thousand Dollars ($1,100,000) ("Purchase Price"). 3. Conveyance of Title. At the close of escrow for conveyance of the Property to Buyer ("Close of Escrow"), Seller shall convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded Liens, encumbrances, assessments, leases and taxes except: (a) Taxes for the f scat year in which the escrow for this transaction closes, which shall be prorated as of the Close of Escrow and handled 'in accordance with Section 4986 of the California Revenue and Taxation Code; and (b) The Redevelopment Plan for the South San Francisco DowntownlCentral Redevelopment Project; and 1279592-7 1 Page 3 (c} Such other exceptions as Buyer may approve in writing (collectively "Permitted Exceptions"}. Without limiting the generality of the foregoing, Seller shall convey the Property to Buyer free and clear of all monetary Iiens and encumbrances, including without limitation, liens relating to delinquent taxes and assessments, deeds of trust, and other security instruments. 4. Escrow; Escrow Instructions. Within foe (5} business days following the Effective Date, the Parties shall open an escrow to consummate tl*ie purchase and sale of the Property pursuant to this Agreement at the office of old Republic Title Company located at 475 Sansome Street #1700, San Francisco, CA 94111 ("Title Company" or "Escrow Agent") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as maybe executed by the Parties and delivered to the Escrow Agent. 5. Earnest Money Deposit. Upon the opening of escrow and in no event Inter than seven {7} business days after the Effective Date, Buyer shall deposit the sum of Thirty Thousand Dollars {$30,000) (the "Deposit") into escrow in an interest bearing account for the benefit of Buyer. The Deposit, and all interest earned thereon, shall lbe applied to the Purchase Price at the Close of Escrow. If escrow fails to close because this Agreement is terminated in accordance with Section 12 or because of non-satisfaction of Buyer's closing conditions in Section 11, this Agreement shall terminate, the Deposit and all interest earned thereon shall be returned tv Buyer, and thereafter neither Seller nor Buyer shall have any further obligations hereunder except as expressly set forth Herein. 6. Title Documents. By not later than seven {7) days following the Effective Date, Buyer shall obtain an updated title report for the Property ("Title Report"). Buyer shall approve or disapprove each title exception, as set forth in the Title Report. Buyer's failure to approve the Title Report shall be deemed to be a disapproval of the Title Exceptions. If Buyer objects or is deemed to have disapproved any Title Exception, Seller shall use its best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception no la#er than ten (10} days prior. to the Close of Escrow and in a form that is reasonably satisfactory to Buyer. If Seller fails to remove or satisfy any Title Exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement, or to accept title subject to such exception. If Buyer elects to terminate this Agreement, the Purchase Price, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and thereafter neither Seller nor Buyer shall have any further obligations hereunder except as expressly set forth herein. It shall be a condition to the Close of Escrow that Title Company shall deliver to Buyer no later than two {?) days prior to the Close of Escrow, a title commitment for a GL.T.A. t 27992-7 2 Page 4 Owner's Title Insurance Policy ("Title Policy"} (or at Buyer's election, an ALTA Owner's Title Insurance Policy) to be issued by Title Company in the amount of the Purchase Price for the beneft and protection of Buyer, showing title to the Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the Close of Escrow. 7. Closing Documeats and Funds. (a) Seller. (A} By no later than two (2) business days prior to the CIose of Escrow, Seller shall deposit into escrow all of the following: (i) a Grant Deed, substantially in the farm attached hereto as Exhibit B ("Grant Deed"}, duly executed and acknowledged, conveying to Buyer fee simple title to the Property, subject only to permitted Exceptions; (ii} A bill of sale, executed by Seller in form acceptable to Buyer, conveying to Buyer Seller's interest in the personal property identified therein (the ~~Bill of Sale"); (iii} Seller's affidavit of non-foreign status and Seller's certification that Seller is a resident of California, each executed by Seller under penalty of perjury as required by state and federal law; (iv) Intentionally omitted; {v) Intentionally omitted; (vi) Evidence that all utilities payable with respect to the Property have been paid prorated as of the date of Close of Escrow; (vii} Originals of all contracts tv be assumed by Buyer (if any}; (viii) If applicable, an Assignment of Contracts, executed by Seller in form acceptable to Buyer, conveying to Buyer Seller's interest in the contracts identified therein (the "Assignment of Contracts"}; and (ix) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. {B) Unless Seller elects to have the following charges deducted from the funds to be distributed to Seller at Close of Escrow, no later than one (1) business day prior to 1279592-7 3 Page 5 Close of Escrow, Seller shall deposit into escrow immediately available funds in tl~e amount necessary to pay: (i} all governmental conveyance and transfer taxes or fees; (ii} one-half of all escrow fees; (iii) all costs and expenses payable pursuant to Section 42 below; and {iv} the cost of the Title Policy. (b} Buyer. (A) By no later than two (2} business days prior to the Close of Escrow, Buyer shall deposit into escrow all of the following: (i) A duly executed Certificate of Acceptance in the form shown in Exhibit B, as required by California Government Code Section 27281.; (ii} Intentionally omitted; (iii) If applicable, the Assignment of Contracts, executed by Buyer; and (iv) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby (B} No less than one (1} business day prior to the Close of Escrow, Buyer shall deposit into escrow immediately available funds in the amount equal to: (i} the Purchase Price as adjusted by any prorations between the Parties; (ii) one-half of alI escrow fees; and (iii) all recording fees. 8. Close of Escrow. The Parties intend to close e~~scrow by January 15, 2010, unless this Agreement is terminated pursuant to the terms hereof or extended by mutual agreement of the Parties. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo County, California; (ii} issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; (iv} delivering to Buyer a conformed copy of the Grant Deed indicating recording information thereon; and (v) delivering to Buyer, if '1279592-7 4 Page 6 applicable, the BiII of Sale and the Assignment of Contracts, each executed by Seller. Possession of the Property shall be delivered to Buyer at tl~e Close of Escrow. 9. Closing Casts. Each Party shall pay vne-half (ll2) of all escrow fees. Seller shall pay a1I governmental transfer taxes and conveyance fees and Buyer will pay all recording fees. Seller will pay the cost of the Title Policy. 10. Prorations. At the Close of Escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be prorated as of the Close of Escrow based upon tl~e most recent tax bill available, including any property taxes which may be assessed after the Close of Escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or fio whom notice thereof is delivered; and {ii) any bond or assessment that constitutes a lien on the Property at the Close of Escrow shall be assumed by Buyer. 11. Buyer's Coalitions to Closing. The Close of Escrow and Buyer's obligation to purchase the Property are conditioned upon satisfaction {or Buyer's waiver, exercisable in Buyer's sole discretion) of each of the following: (i} the performance by Seller of each obligation to be performed by Seller under this Agreement within the applicable time period, or the waiver by Buyer of such obligation; {ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the Close of Escrow; (iii) the commitment by Title Company to issue and deliver the Tide Policy, subject only to the Permitted Exceptions; (iv) Buyer's approval of the condition of the Property and other matters pursuant to Section 12; and (v} approval of the purchase of the Property by Buyer's governing board. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover the Deposit together with all interest earned thereon and any and all other amounts paid by $uyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 12. Buyer's Additional Conditions to Closin~~ Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the seventh (7t''} day thereafter or such later date as mutually agreed upon by the Parties {"Due Diligence Period"} Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not Limited to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined in Section 12.1 ~, and archeological information relating to the Property; (ii} a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the Property, and (iii} an evaluation of the Property to determine its feasibility for Buyer's intended use. Buyer may consult with 1279592-7 5 Page 7 or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the Property is suitable for Buyer's intended use. (b) Other matters. During the Due Diligence Period, Buyer may inspect, examine, survey and review any other matters concerning the Property, including without limitation, any and all studies or reports provided by Seller, all contracts, leases, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable Laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the environmental condition of the Property, and upon completion of the Due Diligence Period, unless Buyer elects to temunate this Agreement pursuant to the terms hereof, Buyer will purchase the Property in its "AS IS, WHERE-IS WITH ALL. FAULTS'' condition as of such date. (c) Intentionally omitted. (d) Intentionally omitted. (e) AssiEnment of Contracts. At Close of Escrow, Seller shall deliver to Buyer an assignment of contracts inform and substance satisfactory to Buyer pursuant to which Seller shall assign to Buyer tlivse contracts affecting the Property that Buyer elects to assume. ' (f) Disapproval of Property Condition, Should Buyer fail to approve the condition of the Property or any matters related to the Property at any time prior to the end of the Due Diligence Period (as such may be extended pursuant to Section 12(a}}, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover the Deposit together with all interest earned thereon and any and all other amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at Iaw or in equity. 12.1 Definitions (a) Hazardous Material. As used in this Agreement, "Hazardous Material" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws tdefined below) as a "hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste'', infectious waste", toxic substance", toxic pollutartt", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term "hazardous material" shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum 1279592-7 ~ Page 8 components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methyl tent butyl ether, whether or not defined as a hazardous waste yr hazardous substance in the Environmental Laws. (b) Environmental Laws. As used in this Agreement, "Environmeatal Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 19$6 {42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et s c .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seg.), the Federal Water Pollution Control Act {33 U.S.C. § 1251 et se .), the Clean Air Act (42 U.S.C. § 7401 et seg.}, the Toxic Substances Control Act (15 U.S.C. § 2601 et sew.), the Oil Pollution Act {33 U.S.C. § 2701 et seg.}, the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et se .}, the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 ~ se~C .), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et sue.}, the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seg.}, the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et sew.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et s c .), and the Carpenfier-Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et sue.). 1.3. Studies, Reports and Investigations. Seller agrees to malte available to Buyer within two (2) business days following the Effective Uate, any and all correspondence with governmental agencies, information, documents, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating tv the Property which are in Seller's possession or which are reasonably available to Seller, including without limitation any CC&Rs affecting the Property, analyses, surveys, environmental site assessments, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or tl~e presence or absence of Hazardous Materials in, on or under the Property and the compliance by the Property with Environmental Laws (as defined in Section 12.1 . I4. Right of Entry. Prior to Close of Escrow, Buyer and Buyer's employees and agents, consultants, contractors and subcontractors shall have the right, upon reasonable notice to Seller, to enter upon the Property and the Improvements for the purpose of inspecting, examining, surveying and reviewing the Property. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, 1279592-7 7 Page 9 loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. 15. Seller's Conditions to Closing. The Close of Escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: {i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; and (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the Close of Escrow. 16. Seller's Representations and Warranties. 16.1 Environmeatal Condition of the Propexfiy. Seller acknowledges that California Health & Safety Code section 2S3S9.? requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of Hazardous Substances has come to be located on or beneath the real property to provide written notice of same to the buyer of real property. Subject to that duty, Seller hereby represents and warrants that except as disclosed in writing to Buyer (including without limitation as disclosed in the Phase I and Phase II reports completed by Piers Environmental), as of the Effective Date and as of the Close of Escrow: (a} Intentionally omitted. (b} Intentionally omitted. (c) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have ever been in violation of any Environmental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Environmental Law. (d) There are no ongoing operations, maintenance and monitoring requirements on the Property imposed by any governmental agency. (e) Intentionally omitted. {f) Other than as disclosed in the documents provided to Buyer pursuant to Section 13 above, Seller is not aware of any Hazardous Materials that may be migrating onto the Property from off-site sources. (g) Intentionally omitted. (h) Seller has disclosed to Buyer all information, records, and studies in Seller's possession or reasonably available to Seller relating to the Property concerning Hazardous 1279592-7 8 Page 10 Materials and their use, storage, spillage or disposal on the Property. (i} Seller has not received any notice from any governmental authority of any threatened or pending environmental violation that has not previously been corrected, and no condition on the Property violates any Environmental Law. (j} Intentionally omitted. (k} Seller has disclosed all material facts known to Seller concerning the environmental condition of the Property. 16.2 Additional Representations. Seller hereby represents and warrants that except as disclosed in writing_to Buffer, as of the Effective Date and as of the Close of Escrow: (i} Seller has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation ar violation of other governmental regulations concerning the Property that have not previously been corrected; (ii} no contracts, licenses, rental agreements, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iii} there are no pending, or to Seller's best knowledge, tlueatened, actions suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in tl~e Property; (iv} Intentionally omitted. (v) Seller has not received any notice from any insurer of defects of the Property which have not been corrected; (vi} Intentionally omitted. (vii} Intentionally omitted. (viii} Seller has disclosed all material facts known to Seller concerning the Property. Seller further represents and warrants that this Agreement and all other documents delivered or to be delivered in connection herewith prior to or at the Close of Escrow: (a) have been duly authorized, executed, and delivered by Seller; (b} are binding obligations of Seller; (c} are collectively sufficient to transfer all of Seller's rigl~t, title and interest in and to the Property; and (d} do not violate the provisions of any agreement to which Seller is a party or which affects the Property. Seller further represents and warrants that the persons who have executed this Agreement on behalf of Seller are authorized to do so, that Seller has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. 1279592-7 9 Page 11 Seller shall notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. if Buyer reasonably believes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. Seller shall indemnify, defend and Bold harmless Buyer from a1I loss, cost, liability, expense, damage or other injury, including without limitation, attorneys' fees and ali other costs and expenses incurred by reason of, or in any manner resulting from the breach of any representation or warranty contained in this Section. The indemnity, defense and hold harmless provisions of this Section shall survive the Close of Escrow and the expiration or termination of this Agreement. 17. Seller's Covenants. Seller covenants that from the Effective Date and through the Close of Escrow, Seller: (i) shah not permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii} shall not enter into or renew, replace or modify any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the Close of Escrow without the prior written consent of Buyer; (iii} shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in accordance with Seller's established practices; and (v) shall make no material alteration to the Property or the Improvements without Buyer's prior written consent. 18. Buyer's Representations, Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, prior to or at the Close of Escrow: (i} have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and {iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed tlvs Agreement on behalf of Buyer have are duly authorized to do so, that Buyer has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that Agreement is enforceable against Buyer in accordance with its terms. 19. Intentionally omitted. 19.1 Release by Seller. Effective upon the Close of Escrow, Seller waives releases, remises, acquits and forever discharges Buyer, its officers, directors, board members, managers, employees and agents, and any other person acting on behalf of Buyer, from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses and compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Seller now has or which may arise in the future on account of or in any way growing out of or connected with the physical condition of the Property or any law or regulation applicable thereto including, without limiting the generality of the foregoing, any federal, state or local law, ordinance or 1279592-7 '10 Page 12 regulation pertaining to a Hazardous Materials. SELLER ACKNOWLEDGES THAT SELLER IS FAMILIAR WITH SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BY INITIALING BELOW, SELLER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE: Seller's initials: 20. Dama~e_ and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or ether casualty prior to the Close of Escrow in an amount not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurers} in connection with the damage or loss, and (ii} pay to Buyer at the Close of Escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event of damage or destruction of the Property or any portion thereof prior to the Close of Escrow in an amount in excess of $50,000, Buyer may elect either to terminate this Agreement upon written notice to Seller, or to consummate the purchase of the Property, in which case Seller shall (i} assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the Close of Escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event Buyer elects to terminate this Agreement, all funds and documents deposited infio escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. 21. Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or oilier compensation with respect to the transaction contemplated by this Agreement other than as stated in this Section 21. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement. Seiler is represented by Westbay Real EstatelColdweli Banker Commercial. Seller will pay a commission or brokerage fee to such parties pursuant to a 1279592-7 11 Page 13 separate agreement. Buyer shall have no obligation to pay any such commission, brolcerage fee or other compensation. 22. Assienmeat. Buyer shall have the right to assign all of Buyer's rights and obligations under this Agreement to the City of South San Francisco, and Seller's approval of such assignment shall not be necessary. Buyer shall have the right to assign all of Buyer's rights and obligations under this Agreement to any other party with the consent of Seller, wlvch consent shall not be unreasonably withheld. 23. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: {i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is conf rmed by the delivery service; (iv} facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. Buyer: Redevelopment Agency of the City of South San Francisco City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650} 829-6623 with a Bogy to: Meyers, Nave, Riback, Silver & Wilson 555 12t~` Street, Suite 1500 Oakland, CA 94607 Attention: Susan Bloch, Esq. Telephone: (510} 809-2000 Facsimile: (510-444-1108 '1279592-7 12 Page 14 Seller: 15 SSFDEV, LLC clo California Mortgage and Realty, Inc. 62 First Street, #400 San Fxancisco, CA 94105 Attention: Richard Johnson Telephone: (415} 974-1100 Facsimile: (41 S} 974-1143 24. Litieation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party may be entitled. 25. Waivers;, Modification. No waiver of any breach of any covenan# or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With Deeds. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing: (i} Seller's representations, warranties and covenants contained herein shall survive the Close of Escrow, (ii} all provisions of this Agreement that expressly state that they shall survive the Close of Escrow and the termination of this Agreement, shall do so, and (iii) Buyer and Seller intend that the disclosures provided in Section 16.1 and 16.2, the indemnities provided in Sections 16.2, 19, 21 and 42 and the release provided in Section 19.1 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to Buyer. 28. Captions; Construction. The section headings used herein are solely for convenience and shall not be used to interpret tlus Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties lead prepared it. 1279592-7 13 Page 15 29. Action or Approval. Where action and/or approval by Buyer is required under this Agreement, Buyer's Executive Director may act on and/or approve such matter unless the Executive Director determines in his or her discretion that such action or approval requires referral to Buyer's Board for consideration. 30. Entire Agreement. This Agreement, including Exhibits A and B attached hereto and incorporafied herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with xespect to the subject matter hereof. 31. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which talten together shall constitute one and the same instrument. 32. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 35. Non-Liability of Officials, Employees and A eg nts. No member, officio], employee or agent of Buyer shall be personally Liable to Seller or its successors in interest in the event of any default or breach by Buyer or for any amount which may become due to Seller or its successors in interest pursuant to this Agreement. 36. Time of the Esseace. Time is of the essence for each condition, term, obligation and provision o is Agreement. 1279592-7 14 Page 16 37. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Buyer and Seller agree that any controversy arising under or in relation to tlvs Agreement shall be litigated exclusively in the jurisdiction where the Land is located (the "Property Jurisdiction"}. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Agreement. Buyer and Seller each irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation, and waive any other venue to which such party might be entitled by virtue of domicile, habitual residence or otherwise. The provisions of this Section shall survive the Close of Escrow and the termination ofthis Agreement. 38. Time for Performance. When the time for performance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day. 39. Escrow Cancellation Charges. If the escrow fails to close by reason of a default by Buyer or Seller hereunder, such defaulting party shall pay all escrow or other Title Company charges. If the escrow fails to close for any reason other than default by Buyer or Seller, then Buyer and Seller shall each pay one-half of such charges. 40. Further Assurances. Buyer and Seller each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without limitation, the execution of any additional documents which may be required to effectuate the transactions contemplated hereby. 41. Liquidated Damages. BY PLACING THEIR INITIALS IMMEDIATELY BELOW, BUYER AND SELLER EACH ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN ACTUAL DAMAGES THAT WOULD BE INCURRED BY SELLER IF BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND FAILS TO FURCHASE TIIE PROPERTY, THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT UPON BUYER'S DEFAULT IN ITS PURCHASE OBLIGATIONS UNDER THIS AGREEMENT NOT CAUSED BY ANY BREACH BY SELLER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER' S SOLE AND EXCLUSIVE REMEDY £N LAW OR AT EQUITY FOR BUYER'S DEFAULT. Buyer's Initials Seller's Initials 42. Relocation. Seller pledges to fully cooperate with Buyer in connection with compliance with applicable provisions of the California Relocation Assistance Law (Government Code Section 7260 et seq.}, the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Title 42, U:S. Code Section 4601 et seq.}, the regulations ~ 279592-7 15 Page 17 adapted in connection with the foregoing, and applicable local rules and regulations relating to residential and commercial relocation {all of the foregoing, collectively, "Relocation Laws"). Without limiting the generality of the foregoing, Seller agrees to: (i} provide Buyer with an accurate rent roll providing names and addresses of all occupants of the Property or part thereof, (ii) permit Buyer to provide occupants with notices and information relating to Relocation Laws, {iii} not permit any new persons or businesses to occupy any portion of the Property absent Buyer's prior written consent which consent may be conditioned upon the delivery of notices to such persons and businesses notices consistent with the requirements of Relocation Laws in form provided by Buyer. Any and all costs incurred by Agency in connection with the displacement and/or relocation of occupants of the Property and compliance with Relocation Laws, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Seller at Close of Escrow or shall be deducted from the funds payable to Seller at closing. Seller shall indemnify (with counsel approved by Buyer}, defend and hold Buyer and the City of South San Francisco and their respective elected and appointed officers, officials, employees, agents, consultants, and contractors {collectively, the "Indemnitees"} harmless from and against all liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of benefits or expenses to occupants or former occupants of the Property pursuant to Relocation Laws. Seller's obligations pursuant to this Section 42 shall survive the Close of Escrow and the expiration or termination of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. BUYER: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH sAN FRANCISCO By: Print Name: Title: ATTEST: By: Agency Secretary 1279592-7 16 Page 18 APPROVED AS TO FORM: By: Agency Counsel SELLER: 15 SSFDEV, LLC, a California limited liability company By: California Mortgage & Realty, Inc., a Delaware corporation Its: Manager By: Richard rh,. Johnson Its: Vice President 1279592-7 17 Page 19 Exhibit A LEGAL DESCRIPTION The land situated in the State of California, County of San Mateo, City of South San Francisco and described as follows: APN: 1279592-7 18 Page 20 ORDER NO, :0227007698-DP EXHIBIT A The land reFerred to is situated in the County of San Mateo, City of South San Francisco, State of California, and is described as follows: BEGINNING at a point in the Southwesterly line of Linden Avenue, at the most Northerly corner of that certain 0.239 acre parcel described in the Deed from Leonard D, McLeod and wife to Oliver L. Kallen and wife, dated June 23, 1948 and recorded June 29, 1943 in Book 1545 of Offcial Records at Page 328, (File No. 38831-H), Records of San Mateo County, California; thence along the Northwesterly line of the lands above mentioned, South 33° 25' 08" West 200.45 feet to a point, distant 95.12 feet Northeasterly, measured at right angles from the Northeasterly line of Armour Avenue; thence North 56° 34' S2" West parallel with said Northeasterly line of Armour Avenue, 63 feet; thence North 33° 25' 08" East 192.94 feet to the Southwesterly line of Linden Avenue aforementioned; thence South 53° 22' 30" East, along the last mentioned line, 63.45 feet to the point of beginning. A.P.N. 012-102-030 J.P.N. 012-010-102-03 Pag~~2~ Exhibit B Recording Requested by and when Recorded, return to: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 South San Francisco, CA 94083 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 GRANT DEED THIS !.l1VE RES For valuable consideration, receipt of which is hereby acknowledged, 1S SSFDEV, LLC, a California limited liability company ("Grantor") hereby grants to the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Buyer") all of Grantors' right, title and interest in and to that certain real property located in the County of San Mateo, State of California commonly lrnown as 93 $ Linden Avenue, South San Francisco, California and more particularly described in Exhibit A attached hereto and incorporated herein (tile "Property"}. IN'WITNESS WHEREOF, Grantor has executed this Grant Deed as of , ZO_. GRANTOR: 15 SSFDEV, LLC, a California limited liability company By: California Mortgage & Realty, Inc., a Delaware corporation Its: Manager By: Richard A. Johnson Its: Vice President '[ 279592-7 19 Page 22 Exhibit A The land situated in the State of California, County of San Mateo, City of South San Francisco and described as follows: APN: ~z7s~s2-~ ~a Page 23 ORDER NO.: 0227007698-DP EX~-lIBIT Q The land referred to is situated in the County of San Mateo, City of South San Francisco, State of California, and is described as follows: BEGINNING at a point in the Southwesterly line of Linden Avenue, at the most Northerly corner of that certain 0.239 acre parcel described in fihe Deed from Leonard D. McLeod and wife to sliver L. Kallen and wife, dated June 23, 1948 and recorded June 29, 1943 in Book 1545 of ~fFicial Records at Page 328, (File No. 38831-H}, Records of San Mateo County, California; thence along the Northwesterly line of the lands above mentioned, South 33° 25' 08" West 200.45 feet to a point, distant 95.12 feet Northeasterly, measured at right angles from the Northeasterly line of Armour Avenue; thence North 56° 34' S2" West parallel with said Northeasterly line of Armour Avenue, 63 feet; thence North 33° 25' 08" East 192.94 feet to the Southwesterly line of Linden Avenue aforementioned; thence South 63° 22' 30" East, along the [ast mentioned line, 63.45 feet to the point of beginning. A.P.N. 012-102-030 J.P.N. 012-010-102-03 Pag~~~fz~ CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated , 20_, executed by 15 SSFDEV, LLC, a California limited liability company {"Grantor') to the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ("Agency"), is hereby accepted on behalf of the Agency by its Executive Director pursuant to authority conferred by Resolution No. ,adopted by the Agency governing board on , 20_, and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer. Dated ~ , 20_ ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel 1279592-7 By: Print Name: Title: 21 Page 25 STATE OF CALIFORNIA COUNTY OF SAN MATED 0n , 2D ,before me, , (here insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person{s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshe/they executed the same in hislherltheir authorized capacity{les), and that by hislherltheir signature{s) on the instrumen! the persons}, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF SAN MATED (Seal) On , 2t)_, before me, , (here insert name and title of the officer}, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person{s} whose names} islare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hislherltheir authorized capacity{ies}, and that by hislherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the persons} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal} 1279592-6 Page 26 w Z w Z c.u Z M C W U v o o ~~ ~ U Q E ~ .u ~ ~ o E m N ¢~ o U '~T ~ t / 7 ~ ~ ~ ~ n ~ ~ :~-~b N C ~~° °o ~ ~ ~~~ i o ~ ~ m a + ~ + ~ o ~ U ~ 9 c r• v i I - N d .O ~ ~ a M a a; N d . a a .... v ~ a ~ .c m d ~ m ~ ~ ~ ~ p'' ' i O br o ~~''• ?~' 4~~°r i ~ ~, Pacts In . " _ .. .'4S~ 'QP f Y `' t .~ ~ .... ~~ ~ rum ....... bwA47 ~,. ~ '~~,~. -~ a~ '.. ~ ...... ... i "i .., ~n ... _ ... 1 ... aid .. , t r :.,.:. °tVattD P ., ,::: 4! .< Redevelopment Agency Staff Report DATE: December 9, 2009 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE ACQUISITION OF LAND REQUIRED IN CONNECTION WITH THE CALTRAIN STATION IMPROVEMENT PROJECT, ADOPTING FINDINGS REQUIRED BY~HEALTH AND SAFETY CODE SECTION 33445, AND AUTHORIZING EXECUTION OF AN OPTION TO PURCHASE AND PURCHASE AND SALE AGREEMENT RECONIlVIPNDATION It is recommended that the Redevelopment Agency Board adopt the attached Resolution authorizing the expenditure of taa increment funds for the acquisition of land required in connection with the Caltrain Station Improvement Project, adopting findings required by Health and Safety Code Section 33445, and authorizing execution of an Option to Purchase and a Purchase and Sale Agreement. BACKGROUND/DISCUSSION City and Agency staff have been collaborating on a joint project to construct a new Caltrain Station and related public improvements including a pedestrian plaza and pedestrian tunnel connecting the east and west side of the Caltrain Station from Airport Boulevard to East Grand Avenue at Route 101 in the City (the "Project"). In connection with the South San Francisco Caltrain Improvement Project, the City of South San Francisco's Redevelopment Agency will need to acquire a portion of the above referenced property in order effectuate the proposed improvements in preparation for the new train station. The Redevelopment Agency proposes to acquire a portion of the property owned by the State of California Located at State Route 101, 4-SM-] O1 PM 22, lcnawn as 296 South Airport Boulevard. As part of the overall project the City of South San Francisco's Redevelopment Agency will initially acquire fee interest to approximately half of the above referenced parcel. Tlie remainder of the parcel will be negotiated for (as an airspace Tease) by the Agency at a later date, once the schedule for the train station improvements is known. Since negotiations have been extensive on the fee interest acquisition, that portion of the agreement to purchase will proceed immediately. The fee interest acquisition will affect that portion of the site currently vacant, the former structure having been recently demolished. The airspace lease parcel will remain as it is with an Access Easement {Exhibit C of Purchase and Sale Agreement) granted to Caltrans for maintenance purposes. Staff Report Subject: Option to Purchase and Purchase and Sale Agreement Page 2 The negotiated Purchase and Sale Agreement provides for a purchase price of $1,300,D00 ("Purchase Price") which shall be reduced by the amount of $537,000, a sum equal to the estimated cost of environmental remediation of the Property. The Redevelopment Agency shall be responsible for undertaking the clean up of the site with the purchase price reduction amount. The Agency will conduct the environmental remediation and any cost savings will accrue to the Agency while any cost overruns will be the responsibility of the Agency without reimbursement from Caltrans. The terms of this property transaction are included in the Option to Purchase and Purchase and Sale Agreement {attached}. The Option to Purchase and the Purchase and Sale Agreement are combined and proposed for approval in concurrent Resolutions by both the Redevelopment Agency and City Council. The Option to Purchase requires that a written Option Exercise Notice with a payment of $ ] 30,000 (Initial Option Fee) be delivered to Caltrans within five business days following the Effective Date of the Purchase and Sale Agreement. The Initial Option Fee will be applied toward the purchase price if the Agency purchases the property. The Agency has the right to extend the term of the Option to Purchase for thirty days with a $13,000 non-refundable fee. Not later than two business days prior to the Escrow Closing Date, Agency shall deposit into escrow the sum of $633,000 which equals the purchase price minus the Initial Option Fee and the Clean Up Cost Estimate. Not later than two business days prior to the Escrow Closing Date, State shall deposit into escrow a duly executed and acknowledged Grant Deed substantially in the form attached hereto as Exhibit B, conveying the property to Agency. FINDINGS REQUIRED BY HEALTH AND SAFETY CODE 33445 California Redevelopment Law provides that a redevelopment agency may, with consent of the legislative body, pay far the cost of land and for the cost of construction of improvements within or outside a redevelopment project area, if the legislative body determines all the following: l) the improvements will be of benef t to the project area or immediate neighborhood, 2) no other means of financing is available, 3}the payment of funds for the cost of improvements will assist in the elimination of one or more blighting conditions inside the project area, and 4) the project is consistent with the Five Year Implementation Plan adopted by the Agency. The proposed expenditure of tax increment funds will enable the City and the Agency to proceed with the development of a new Caltrain station and related public improvements that will assist in the attraction and retention of businesses in the Project Area, increase economic activity, improve circulation, and encourage investment in the Project Area. City and Agency staff has determined that no other funds are available for this purpose which will eliminate currently existing blighting conditions in the area and improve traffic circulation and pedestrian access. The proposed improvements and expenditure are consistent with the stated goals and objectives of the Agency adopted Five Year Implementation Plan. Staff Report Subject: Option to Purchase and Purchase and Sale Agreement Page 3 FUNDING Funding for these proposed transactions has been anticipated and incorporated into the current f scat year Redevelopment Agency budget with a transfer in the amount of $1,3x0,000 to the Capital Improvement Project Budget. The completed Project will not generate cash flow to the City or Agency, and therefore cannot support debt service; the City has no unrestricted general fund revenue available for the Project without a reduction in vita] community services; and the City does not have and cannot reasonably obtain revenue available for such purposes, and therefore no other reasonable means of financing the acquisition and remediation of the Property exists. CONCLUSION It is recommended that the Redevelopment Agency Board adopt the attached Resolution authorizing the expenditure of tax increment funds for the acquisition of land required in connection with the Caltrain Station Improvement Project, adopting findings required by Health and Safety Code Section 33445, and authorizing execution of an Option to Purchase and Purchase and Sale Agreement. By: ~~~1~i~-i,~--~,t~-:. Approved: ~-~ Marty Van Duyn M. Nagel Assistant Executive Directar Executive Director BMN: MVD: NF Attaclvnent: Resolution "Option to Purchase and Purchase and Sale Agreement" RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE ACQUISITION OF LAND REQUIRED IN CONNECTION WITH THE CALTRAIN STATION ]NIl'ROVEMENT PROJECT, ADOPTING FINDINGS REQUIRED BY HEALTH AND SAFETY CODE SECTION 33445, AND AUTHORIZING EXECUTION OF AN OPTION TO PURCHASE AND PURCHASE AND SALE AGREEMENT WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency formed, existing and exercising its powers pursuant to California Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ("C~")' WIHaREAS, by Ordinance No. 1056-$9, the City Council of the City of South San Francisco ("City Council"} established the Downtown/Central Redevelopment Project (the "Project Area") and adopted the Redevelopment Plan for the Project Area (as subsequently amended, the "Redevelopment Plan''}; WHEREAS, City and Agency staff have been collaborating on a joint project to construct a new Caltrain Station and related public improvements including a pedestrian tunnel connecting the east and west side of the Caltrain Station from Airport Boulevard to East Grand Avenue at Route 10] in the City {the "Project"}; WHEREAS, in connection with the Project the Agency proposes to acquire property owned by the State of California located at State Route 101, 4-SM-101 PM 22, known as a portion of 296 South Airport Boulevard (the "Properly"); WHEREAS, as lead agency, the Peninsula Corridor Joint Powers Board filed a Notice of Exemption under the California Environmental Quality Act ("CEQA") for the Project on September 1, 2006; WHEREAS, the State of California, acting through the California Department of Transportation and the Agency have negotiated an option to purchase and purchase and sale agreement {"Purchase and Sale Agreement"} a copy of which has been provided to the Agency governing board and is on file with the Agency Secretary; WI~REAS, the Purchase and Sale Agreement provides for a purchase price of One Million Tlu-ee Hundred Thousand Dollars {"Purchase Price") which shall be reduced by the amount of Five Hundred Thirty-Seven Thousand Dollars ($537,000), a sum equal to the Staff Report Page 1 132653 B-1 estimated cost of environmental remediation of the Property, which shall be the Agency's responsibility; WHEREAS, Section 33445 of the CRL provides that a redevelopment agency may, with the consent of the legislative body, pay for all or a portion of the cost of the Iand for and cost of construction of any building, facility, structure, or other improvements that are publicly owned and located within or contiguous to the redevelopment project area if the legislative body determines all of the following: a. The buildings, facilities, structures, or other improvements are of benefit to the project area or the immediate neighborhood in which the project is located; and b. No other reasonable means of financing the buildings, facilities, structures, or other improvements is available to the community; and c. The payment of funds for the cost of buildings, facilities, structures, or other improvements will assist in the elimination of one or more blighting conditions inside the project area; and d. The project is consistent with the Five Year implementation Plan adopted by the Agency pursuant to Section 33490; VYHEREAS, as more fully described in the Staff Report accompanying this Resolution (the "Report"), the proposed expenditure of tax increment funds far land acquisition and environmental remediation will enable the City and flee Agency to proceed with the development of a new Caltrain station and related public improvements that will assist in the attraction and retention of businesses in the Project Area, increase economic activity, improve circulation, and encourage private investment in the Project Area; WHEREAS, as more fully described in the Report, the expenditure of tax increment fiends for the Project will be of benefit to the Project Area and the immediately surrounding area by increasing transit ridership and promoting transit-oriented development; WHEREAS, as more fully described in the Report, the expenditure of tax increment funds for the Project is consistent with the Implementation Plan adopted by the Agency pursuant to Health and Safety Code Section 33490, in that the Project will further the goals and objectives of the Redevelopment Plan, improve the appearance of file Project Area, promote transit-oriented development, improve access to Project Area businesses, and support economic development; and WHEREAS, as more fully described in the Report, the Project will not generate cash flow to the City or Agency, and therefore cannot support debt service; the City has no unrestricted general fund revenue available for the Project without a reduction in vital community services; and the City does not have and cannot reasonably obtain revenue available for such purposes, and therefore no other reasonable means of financing the acquisition and remediation of the Property exists. Staff Report Page 2 132653 $-] 2 NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds based upon the foregoing recitals and the evidence set forth in the Report, that: (i) the expenditure of tax increment funds to acquire and remediate the Property will be of benefit to the Project Area, {ii} no other reasonable means of fnancing such acquisition is reasonably available, {iii} completion of the Project will assist in the elimination of blighting conditions in the Project Area; and {iv) completion of the Project is consistent with the Implementation Plan adopted for the Project Area. 2. Approves the Agency's expenditure of tax increment funds in the amount of the Purchase Price for the acquisition and environments] remediation of the Property. 3. Approves the Purchase and Sale Agreement and authorizes the Executive Director to execute such agreement substantially in the form presented to the Agency Board with such modif cations as may be approved by the Executive Director in consultation with Agency Counsel. 4. Authorizes the Executive Director to undertake such other actions and to execute such other instruments as may be necessary or desirable in order to carry out the intent of this Resolution, inc]uding without limitation, the execution and recordation of a Certificate of Acceptance for the Property and the procurement of a policy of title insurance. ~ ~ * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by tl~e Redevelopment Agency of the City of South San Francisco at a meeting held on the day of , 2009 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary Staff Report Page 3 13ZG53$-1 3 OPTION TO PURCHASE AND PURCHASE AND SALE AGREEMENT THIS OPTION TO PURCHASE AND PURCHASE AND SALE AGREEMENT ("Agreement"} dated as of , 2009 ("Effective Date") is by and between the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ("Agency" or "Buyer"), and the STATE OF CALIFORNIA, acting by and through the CALIFORNIA DEPARTMENT OF TRANSPORTATION {"State" or "Seiler"}. Agency and State are collectively refers ed to herein as thie "Parties." THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND CIlZCUMSTANCES: A. State owns that certain real property located at State Route 101, ~-SM-101 PM 22, in the City of South San Francisco, San Mateo County, State of California, known as a portion of 296 South Airport Boulevard and more particularly described in the Grant Deed attached hereto as Exhibit A and incorporated herein (tlie "Property"). B. Agency desires to purchase the Property from State in connection with that certain public improvement project commonhy known as the Caltrain Station Project. C. The State desires to sell the Property to Agency upon the following terms and conditions. ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency and State hereby agree as follows: 1. Grant of Option. State grants to Agency an option to purchase the Property (the "Option"). The Option, and the sale and purchase of the Property on exercise of the Option shall be on the terms and conditions set forth in this Agreement. The Option is personal to Agency. Agency may not assign the Option or any right under it. If any assignment is attempted, Agency's rights under the Option shall automatically terminate, without notice. 2. Term of Option. The initial term of the Option ("Initial Term") shall begin on the Effective Date of this Agreement, and shall terminate at the end of ninety (90) days therefrom. 3. Extension of Term. Provided that this Agreement remains in effect, Agency shall have the right to extend the term of the Option by thirty (30) days by timely payment to State, in immediately available funds, the sum of Thirteen Thousand Dollars ($13,000) ("Option Extension Fee") on or before the 1 Stl' day before the expiration of the Initial Term. Agency may extend successive terms for thirty (30} days by similar payment on or before the 15th day before the expiration of each successive terns. Agency may extend the Initial Term a total of two (2) times. None of the payments for extensions shall be applied to the Purchase Price. 4. Payment of Option Consideration. Within five (5) business days following the Effective Date, Agency shall pay to State, in immediately available fLU~ds, the sum of One Hundred Thirty Thousand Dollars (130,000.00) ("Initial Option Fee") as consideration for the 1303043-3 Staff Report Page 4 Option. The option consideration set forth in this section is and shall be deemed consideration solely for the granting of the Option by State. On expiration of the Initial Term and any extensions thereof, State shall retain all option consideration. If Agency pureliases the Property, the Initial Option Fee shall be credited against the Puxchase Price. The Initial Option Fee and any Option Extension Fees paid pursuant to Section 3 shall be made by CERTIFIED CHECK, CASHIER' S CHECK or MONEY ORDER payable to the order of the Department of Transportation and mailed or personally delivered to the Department of Transportation, P.O. Box 23440, Oakland, CA 94623-0440, Attention: Robert Bechtold, Excess Land Sales. 5. Exercise of Option. If Agency is not in default under this Agreement and all conditions to the exercise of the Option are satisfied or are waived in writing by State or Agency, as applicable, Agency may exercise the Option in accordance with this section and in no other manner. The Option shall be exercised by delivering written notice ("Exercise Notice") from Agency to State before the expiration of the Initial Term as such may be extended pursuant to Section 3. 6. Purchase Price and Environmental Cleanup. The purchase price for the Property shall be the sum of One Million Three Hundred Thousand Dollars (51,300,000) (the "Purchase Price"}. The Purchase Price shall be reduced by the amount of Five Hundred Thirty-Seven Thousand Dollars ($537,000} (the "Clean Up Cost Estimate"}, representing projected environmental cleanup, remediation, post-remediation groundwater monitoring, reporting, and related costs associated with the approved cleanup/corrective action plan that will be prepared by the Agency and/or the City of South San Francisco and approved by the San Mateo County Environmental Health Division , or any other appropriate governmental agency having jurisdiction over such cleanup, remediation, monitoring and reporting in connection with the Property (collectively, the "Cleanup"). In consideration for such reduction, Agency shall pay for and perform the Cleanup, and State shall have no further obligations whatsoever for any such Cleanup. To the fullest extent permitted under law, Agency shall indemnify, defend and hold harmless State, its agents, and each of them, from and against any liabilities, costs, damages, losses, liens, claims and expenses (including, without limitation, reasonable fees of attorneys, experts and consultants and related costs}, arising out of or relating to the Cleanup. The Parties agree that if the actual cost to complete the Cleanup is less than the Clean Up Cost Estimate, Agency shall be entitled to keep any balance remaining of the Clean Up Cost Estimate, and shall have no obligation to remit any portion of such balance to State. Tlie Parties fiu-ther agree that if the actual cost to complete the Cleanup is greater than the Clean Up Cost Estimate, Agency shall bear the entirety of any such additional cost. By not later than two (2) business days prior to the Closing Date (defined in Section 7 , Agency shall deposit into escrow the sum of Six Hundred TAY-Three Thousand Dollars ($633,000) which equals the Purchase Price minus the Initial Option Fee minus the Clean Up Cost Estimate. 7. Escrow and Closing. Within three (3) business days fallowing Agency's delivery of the Exercise Notice, escrow shall be opened at the office of :` :~.: ,; Title Company (the "Title Company"), located at ~ :::. Except as otherwise provided in this 1303043-3 Staff Report Page 5 Agreement, all escrow, recording and title charges, if any, shall be paid by Agency. Closing shall take place on a date {the "Closing Date") mutually agreed upon by the Parties but not later than the later of forty-five (45) days following the date that Agency delivers the Exercise Notice to State, or the date of approval by the California Transportation Commission as set forth in Section 9.1 herein, unless the Parties agree to extend such date. Not later than two (2) business days prior to the Closing Date, State shall deposit into escrow a duly executed and acknowledged Grant Deed substantially in the form attached hereto as Exhibit B conveying the Property to Agency. Delivery of possession of the Property shall be as of the Closing Date. 8. Prorations. Any real property taxes and assessments shall be prorated as of 12:1 a.m. on the Closing Date, on the basis of a three hundred sixty-five (3b5}-day year. Agency and State hereby agree that if any of the above described prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s} shall promptly pay said sum to the other party. 4. Contingencies and Covenants. 9.1 Seller's Contin eg ncies. State's sale of the Property pursuant to this Agreement is subject to the approval of file California Transportation Commission. State agrees to diligently seep to obtain such approval by not later than sixty {60} days following the Effective Date. If the sale is not approved prior to the expiration of the Initial Term {defined in Section 2 above), State shall promptly refund to Agency without interest the Initial Option Fee and all Opfiion Extension Fees paid by Agency. 9.2 Buyer's Contingencies. Agency's agreement to purchase file Property is subject to satisfaction of, or Agency's waiver of, all of the following conditions: (i) Title Company's commitment to issue an ALTA Owner's policy of title insurance, insuring fee title to the Property . ,. .. --. vested in Agency, subject only to the exceptions and, encumbrances [1>lsted~in Exhibit A 1 attac~ied :, _ .. l~ereto]~ jiisted inthatccrta~n; Prelinunary Title Repoxt,, issued, by Tx~le, Company dated as of 20Q9] ~"Permitted Exceptions"); and (ii) approval of the purchase of the Property by the City Council of the City of South San Francisco. 9.3 Seller's Covenants. Seller covenants that from the Effective Date and through the close of escrow, Seller: (i} shall not permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii) shall not enter into or renew, replace or modify any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the close of escrow without the prior written consent of Buyer; (iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except t11at caused by ordinary wear and tear; and (iv} shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in accordance with Seller's established practices. 1303443-3 Staff Report Page 6 Seller agrees to terminate all agreements regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property as of the Closing Date unless Buyer expressly agrees otherwise in writing. 10. Title. At the closing, State shall transfer the Property to Agency by Grant Deed substantially in the form attached hereto as Exhibit B. Title to the Property shall be subject to (a} liens of local real estate taxes and assessments, (b} the Permitted Exceptions, (c} any other exceptions to title which would be disclosed by an accurate and thorough investigation, survey, or inspection of the Property, and (d} all items of which Agency has actual or constructive notice or knowledge. Agency understands and agrees that the right, title and interest in the Property shall not exceed that vested in State, and State is under no obligation to furnish any policy of title insurance in connection with this transaction. Notwithstandingthe foregoing, State agrees to reasonably cooperate in order to enable Title Company to issue a title policy in accordance with Section 9 above. Agency recognizes that any fences or other physical monument of the Property's boundary lines may not correspond to the legal description of the Property. State shall not be responsible far any discrepancies in the parcel area or location of the property lines or any other matters which an accurate survey or inspection might reveal. It is Agency's sole responsibility to obtain a survey from an independent surveyor and a policy oftitle insurance from a title company, if desired. 11. Hazardous Substances Disclosure. California Health & Safety Cade section 25359.7 requires owners ofnon-residential real property who ltnow, or leave reasonable cause to believe, that any release of Hazardous Substances has come to be located on or beneath flee real property to provide written notice of same to the buyer of real property. State hereby discloses that the Property, or portions of the Property contain . State has made available to Agency ail of State's files relating to the Property. Further, Agency has been given the opportunity to conduct environmental studies on the Property. Additionally, State represents and warrants that the State has no actual knowledge, without independent investigation, of any disposal, release, or threatened release of Hazardous Substances or hazardous waste on, from or under the Property which may have occurred prior to State taking title to the Property, except to the extent set forth in State's files. Nothing contained herein shall limit any of the provisions of this Article or relieve Agency of its obligations to conduct a diligent inquiry hereunder. A. For the purposes of this Agreement, "Hazardous Substance" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any law as a "hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste", infectious waste", toxic substance", toXlc pollutant", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corroslvlty, reactivity, carcinogenicity, or toxicity. The term "hazardous substances" shall also include asbestos or asbestos-containing materials, 1303043-3 4 Staff Report Page 7 radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, whether or not defined as a hazardous waste or hazardous substance in any federal, state or local law or regulation. 12. "As-Is" Purchase. AGENCY SPECIFICALLY ACI{NOWLEDGES AND AGREES THAT STATE IS SELLING AND AGENCY IS PURCHASING THE PROPERTY ON AN "AS-IS WITH ALL FAULTS" BASIS. AGENCY IS RELYING SOLELY ON ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR WA-RRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM STATE OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS SUITABILITY FOR AGENCY'S INTENDED USES OR ANY OF THE PROPERTY CONDITIONS. STATE DOES NOT GUARANTEE THE LEGAL, PHYSICAL, GEOLOGICAL, ENVIRONMENTAL OR OTHER CONDITIONS OF THE PROPERTY, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR THE COMPLIANCE OF THE PROPERTY OR ITS USE WITH ANY STATUTE, ORDINANCE OR REGULATION. IT IS AGENCY'S SOLE RESPONSIBILITY TO DETERMINE ALL BUILDING, PLANNING, ZONING AND OTHER REGULATIONS RELATING TO THE PROPERTY AND THE USES TO WHICH IT MAY BE PUT. 13. Release of State. As part of its agreement to purchase the Property in its "As-Is With All Faults" condition, Agency, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges, State, its officers, employees, agents, contractors and representatives, and their respective heirs, successors, Legal representatives and assigns, from any and ail demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs}, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with {i) Agency's and its agents and invitee's past, present and future use of fine Property, (ii) the physical, geological or environmental condition of the Property, including, without limitation, any Hazardous Substances in, on, under, above or about the Property, and (iii) any federal, state, local ar administrative law, rule, regulation, order or requirement applicable thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA", also commonly known as the "Superfund"law}, as amended by Superfund Amendments and Reauthorization Act of 1986 {"SARA"} (42 U.S.C. Sections 9601-9657}, the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 {collectively, "RCRA") (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the "Clean Water Act"} (33 U.S.C. Section 1251 et seq.}, the Toxic Substances Control Act ("TSCA"} (15 U.S.C. Sections 2601-2629}, Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.}, the Carpenter-Presley-Tanner Hazardous Substance Account Law (commonly known as the "California Superfund" law) (California Health and Safety Code Sections 25300-25395), Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), Hazardous Materials Release Response Plans and Inventory Law (commonly known as the "Business Plan Law") (California Health and Safety Code Section 25500 et seq.), Porter-Cologne Water Quality Control Act (California Water Code 1303043 3 5 Staff Report Page 8 Section 13000 et seq.), Safe Drinking Water and Toxic Enforcement Act of 198b (commonly known as "Proposition 6S"} (California Health and Safety Code Section 25249.5 et seq.}. In connection with the foregoing release, Agency expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: 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 TIlVIE OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 14. Access Easement. The Parties agree that concurrently with the recordation of the Grant Deed, Agency will provide to State, at no cost to State, an access easement ("Access Easement"} across the area (the "Easement Area") specified in the Easement Agreement attached hereto as Exhibit C (the "Easement Agreement"} for the purpose of providing ingress and egress to the adjacent State right of way and/or freeway lease area for the purpose of enabling State to maintain the freeway structure. The Easement Agreement shall be executed substantially in the form attached hereto as Exhibit C and shall be recorded in the Official Records of San Mateo County on the Closing Date. The Easement Agreement shall be consistent with the provisions of this Section 14 and shall provide as follows: (i) each Party sliall, at its own expense without reimbursement, conduct and cause to be conducted ail of its activities on the Easement Area in a safe and reasonable manner, and shall promptly repair and restore at its own expense without reimbursement, any damage to the Easement Area resulting from its activi#ies thereon; (ii) each Party shall use, and shall cause its employees, agents, and contractors to use, due care at all times to avoid any damage ar harm to the Easement Area and surrounding property; (iii) if any portion of the Easement Area ar any facilities thereon are damaged by a Party or its employees, agents or contractors, such Party shall immediately, at its sole cost without reimbursement, repair any and all such damage; (iv) each Party shall keep the Easement Area free from liens arising out of any work performed, material furnished or obligations incurred by or on behalf of such Party; and (v) each Party {"Indemnifying Party") shall indemnify, defend and hold the other Party and its elected and appointed officials, officers, employees, cansttltants, contractors and agents harmless from and against any and all claims, demands, liab~lrties, judgments, damages, losses, costs and expenses (including reasonable attorneys' fees and expenses) arising from or related to the Indennfying Party's use of the Easement Area including, but not limited to, any damage to property or injury to, or death of, any person, except to the extent the same are caused by the indemnified Party. 15. Notices. Any notices required or permitted to be given tinder this Agreement shall be in writing and shall be delivered {a) in person, (b} by certified mail, postage prepaid, return receipt requested, or (c} by U.S. Express Mail or commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: AGENCY: STATE: Redevelopment Agency of the R.A. Macpherson t3a~oa~-3 Staff Report Page 9 City of South San Francisco City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Telephone: (650) Facsimile: {650} Deputy District Director Right of Way P.O. Box 23440 Qakland, CA 94623-0440 or such other address as either party may from time to time specify in writing to the other party. Any notice shall be deemed given when actually delivered if such delivery is in person, two {2) days after deposit with the U.S. Postal Service if such delivery is by certified or registered mail, and the next business day after deposit with the U.S. Postal Service or with the commercial overnight courier service if such delivery is by overnight mail. 16. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit-of, the parties hereto and their respective successors, heirs, Iegal representatives, administrators and assigns. 17. Amendments. This Agreement may be amended or modified only by a written instrtament signed by State and Agency. 1$. Interpretation of Agreement. The article, section and other headings of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision contained herein. Any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. 19. Attorneys' Fees. if either party hereto fails to perform any of its respective obligations under this Agreement or if any dispute arises between the Parties concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and alI costs and expenses incanted by the other party on account of such default or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements. 20. Time of Essence. Time is of the essence with respect to the performance of the parties' respective obligations contained Herein. 21. Counter arts. Tlus Agreement maybe executed in two {2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. SIGNATU~'S ONFOLLOWING PAGE(S) 1303043-3 Staff Report Page 10 The Parties have duly executed this Option to Purchase and Purchase and Sale Agreement as of the Effective Date. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO STATE: STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION RECOMMENDED FOR APPROVAL: By: APPROVED AS TO FORM: By: Agency Counsel By: ROBERT BACHTOLD District Branch Chief Excess Land Sales Approved: By: l3Q30~t3-3 g LINDA EMADZADEH District Office Chief Airspace, Excess Land Sales & LPA Services Staff Report Page 11 Exhibit A PROPERTY (Attach legal description.) 1303043-3 Staff Report Page 12 Nurs~et DD-008137-O1-01 EXHIBIT "A" All that real property in the City of South San Francisco, County of San Mateo, State of California, described in the following deeds to the State recorded in Office of the Recorder of said County: Deed No. Recorded Volume Page 137 December 30, 1944 1152 265 138 September 1, 1943 1D81 194 140 July 9, 1945 1187 102 and portions of the land described in the following deeds to the State recorded in Office of the Recorder of said County: Deed No. Recorded Volume Page 139 July 24, 1944 1134 50 141-1. February 25, 1947 1288 440 and all of lots 23; 24, 25, 26 of block 146 ae shown on that certain map entitled Rsouth San Francisco, San Mateo Co., Cal., Plat No. 1" filed March 1, 1892 book "B" of Original Maps at Page & and copied into Sook 2 of maps at Page 2, lying south of the southerly line of Grand Avenue as shown on said map entitled "South San Francisco, San Mateo Co., Cal., Plat No. 1" and the easterly prolongation thereof, and westerly of the line more particularly described as follows with exceptions: BEGINNING at the northerly terminus of the westerly line of "Parcel 1: Main Line Crossing" described in State parcel 141-C recorded February 24, 1947 in the Office of the Recorder of San Mateo County in Volume 1.334 at Page 32; thence along the northerly prolongation of the westerly line of said Parcel 1 from a tangent which bears North DO°03'13.4" Eaet having a radius of 3,075 feet through an angle of 5°08'45", a distance of 276.16 feet to the northerly line of said state parcel 1.39. TOGETHER WITH the underlying fee interest, if any, contiguous to the above-described property in and to Grand Avenue. ALSO TOGETHER WITH the underlying fee interest, if any, contiguous to the above-described property in and to Airport Blvd. (formerly known as San Bruno Avenue}. EXCEPTING, that portion lying within Director's Deed No. 138- DD recorded July 20, 1945 in the Office of the Recorder of San Mateo County in Volume 1194 at Page 245. StafilR~rt~'age 13 Purchase and Sale -A Number DD-000].37-O1-01 ALSO F~CEPTING, that portion of said lots 23, 24, 2S, and 26 of block 146 conveyed by deed to the City of South, San Francisco in State of California Relinquishment No. 7854 recorded August 4, 1949 in the Office of the Recorder of San Mateo County in Volume 1695 at Page 655. RESERVING, to the grantor, the grantor's successors and assigns, the right to restrict access. There shall be no abutter's rights of access appurtenant to the above-described real property in and to the adjacent State freeway, provided, however, that said real property shall have access to a leased public way beneath the elevated freeway structure . CONTAINING 24,325 square feet, more or lees, in addition to that portion included within existing streets, Grand Avenue and Airport Blvd. This real property description has been prepared by me, or under my direction; in conformance with the Professional Land Surveyors Act. Signature Profeuaional Laud tuveyor Date ~'' ~'~ ~° ~ s~~` ~~ PETER DONONOE Enp. 6/3Q1~009 No.65i0 ~ \\ S#af~Rg~rpJ'age 14 Purchase and Sale -A Staff Report Page 15 Purchase and Sale -A R-34,4 /~ ~ ~ ~ 1 120. .... , :~; .:......_.. ~. ~~ R1 tD %O '~ ,' • , -a~ m ° `-' ~ o~ o' o- .. ~„o ~o. .,_ rn w ~ S~o . LJI.h a~- ,~, ~ ~ _ '.;d' TT -: 'h C~ W • ~ ad ~~ o 0 /~1^^ nomn,, v . AW •L V ti~ " + ~~ W 9 • rn ,~a 7 ~: cr c, ` y , 1 ~ Jx.5 r. Il ryy!Y: ..~ • . . yc it r F. ,rr. t ti ~a f . tal I~] ~~' ~~ u ry < ;~ ; . ~, ~i/ • O ~ ~ • f k n / y . • . s .3~' ` °' ~ ~~ ~' Qp ~~v, A5 ~ •. _ b (D N O ~ . ~ ,. c / y/ Y o w O O N . ow~ .. ~o~ < o .,. ,~ ~ : , ..; ao O ~ o °° o .~ ~ ~~ wr ~~~ Q~ .riQ ~~ ~~'~ V r ~ ~ ~ .... / . ~. Ky / ` • ~ ! ~ ~ ~ ': ~ ~~ O r o. n ~o . z z O. I't~ ~ . . `~ v b " i ~- o; .._ ~ A o ; ~- ~ ~. .~ . h'I . w .~. -• w o ~ ~ ~ o rn o n`I . `° ~ ~' v o ~ ~ A ~' c~ rn ~ ns ~ Q CD OD ~ ~~ :~~ w~ " ~ -~ 0 b ~ 1 NA ~ V ti ., 0 n 0 ,~ O ~ ~~ , ~ ~ 4 o01V Q7 ~ o ,, °.a tf ------ -~' o Q ~ s • .~ '}' ~ oo n o v err v ~ ~ ~ [.17 ..~ ~ ~~~ i b1 1 J l~~ ~` z' 0 r~ ~ °o Staff Repo Page 16 'j Purchase and Sale -A Purchase and Sale -A ~-- ..J b CALIFORNIA AdR. o I ~ ~ ~ ~®y A / ^ yJ ~ ~ t/ J n ~ ~ m ®r ~ ~ ~~ ~ Lux Avg. ~ o ~ ~ w ~ ~ ~ ;i j ~ :-~ ~ ~lLI.ER aVR' v ~ H m ~ o ~ 4 ~ C ~ ~ 2 ~. .1 M ~~ a -r QRAN~ Ad ~ ? '"::... a a ~~ . ~ }• o •- M`(~ l~A IY~• ~~ d ~MwN ~ }} .NNa . ~+ r.~ .... w **E ^ , r~ w ~ • V ~~ w~• 1~~ ~i P r•~- Q ~~ ~! O !/1 ~ _ ~ r~ ~ ~- r• ^~ ® ® ~m rr a cn C ~ ~ ~ ,._...~. O ~-'_' N ~ V1 ® ~ o~~ rr ~ C7 ~ j A ~~~~ ~ ~~ j ~ ~ a a ~ r /J fT1 I'''I +~ o ~, m j o ®o ~ j ~ - N ~~ m-1 !1 ~ AAl m ~~s j ~° ~ N nor z°b a6ad ~aol~~.,.•rr o °D it Ib it it i~ it it it it it it ~~ Purchase and Sale -A R-34.4 M~~ I~ ~~ r- n C a C m -~0i, ~ m • r o' -. m z °1 ~ o °' ti _ -~ ~~ ~~ to 0 -q .,~ . . cn O ~" ~ N y o -~'i . ~ F`' r~`I . w -• wo ~. O ~ ..~ O ~ O N ~ c, ., ^~ j ; ~ ~ ~ ~ ~ ~ ~ ~/- ~ ~ a ~~~ ~~ 120.7b ....... . • . ^ • w • • s • • • • • • ^ . . ~• •~ w • • • • ^ • • • • • • ^ rrrl .. .. il. •1• ~~ • • a /~! .~- • a ~ • tlJ • • r i . ^ C +- • • • . • .r- ~ . . V ~ • .. o• N\ .. o o ~ .. ~ • b ~ .. ~~ ~ ~ ^ ~ ~ •• ~(~ W ~ • t~ O~ ~ _'Fl n W ~~ Cf1 ~ ~ t0 .Q .tea ! r ' ^ ~ ~~ O ~ • • y ~ y w• ~y -` O -. ., ~ .. ~ --. ~ ~ .. . v _ • - ~ ~ .~ . N~ b -• N ~ `E' ~ .Aw -~--~ .. .. ° te .. .. .d .~ ~.~ r .. . r. . . • cn -° ' ' ~ -~ d ~ IV , ...... :: :: ' :. o ~ ~,,, • • • • • • • • • • r • ^ " • • • • • O • • ~• • • w • • ~ • " O ` •~ 1 • . w !~ ~ t ^ ^ . • • r• .. x 5.30 . .. • • (~ -~ ('~ C v `~}~ ... s r .. ~ ~ ~ . O w • . ., • c7 0 • ., v w . • • • • ~ ` r .. • 1.1 tJ ^ ~ ~ ~ r ^ ^ • i~^ ~ O • O ~ •V V7 a_ s ^ • ~ ~ i m ~ ' `n r A , o ~ ~ .fin ~ r ~ ~ `~~ 1 < ~ ~ -~` ~ ~ --{ 1V ~ (b N ~ o °D ~ o ~ Q ° ~~ .a a ~' n o .~ ~ ~ ~ ~ R ~ m c~ 0 0 "' v ` o ~ ~-_ ~ z 0 0 ~~ ` i o ~~ ." r Staff Repo Page 19 ~ 0 m 0 4 ti V ~ ~~ ~ , mm -~, n n. • . i w` 0 N -~ 'V ~ a rn n 0 N iD ~ ~~ ~~ O ~ s~ "o Purchase anti Sale -H Exhibit A-1 1303043-3 PERMITTED EXCEPTIONS (Attach list of permitted title exceptions.} 10 Staff Report Page 20 Purchase and Sale - A-1 (None) Exhibit B GRANT DEED 1303013-3 (Attach form of Grant Deed,) 11 Staff Report Page 21 Recording Requested by and when Recorded, return to: REDEVELOPMENT AGENCY OF THE CITY OF SDUTH 5AN FRANCISCO P.O. Bax 711 South San Francisco, CA 94083 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 GRANT DEED THIS LINE RESERVEp FOR RECORDER'S For valuable consideration, receipt of which is hereby acknowledged, State of California, Department of Transportation ("Grantor") hereby grants to the Redevelopment Agency of the City of South San Francisco, a public agency ("Buyer") that certain real property located in the County of San Mateo, State of California commonly known as South San Francisco, California and more particularly described in Exhibit A attached hereto and incorporated herein (the "Property"). IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of 2009. GRANTOR: By: Name; Title: 1303043-3 1 Staff Report Page 22 Purchase and Sale - B CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated 2009, executed by State of California, Department of Transportation ("Grantor"} to the Redevelopment Agency of the City of South San Francisco, a municipal corporation ("Agency"}, is hereby accepted on behalf of the Agency by its pursuant to authority conferred by Resolution No. ,adopted by the Agency's governing board on , 2009, and that the Agency consents to recordation of the Grant Deed by its duly authorised officer. Dated , 2009 ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel By: Print Name: Title: Staff Report Page 31 I303043-3 Exhibit A PROPERTY (Attach legal description.} The land situated in the State of California, County of San Mateo, City of South San Francisco and described as follows: APN: 13U3043-3 ~ 3 Staff Report Page 23 EXHIBIT "A" Number nn-oaoi37-oi-pl A11 that real property in the City of South San Francisco, County of San Mateo, State of California, described in the following deeds to the State recorded in Office of the Recorder of said County: Deed No. Recorded Volume Page 3.37 December 34, ].944 1152 265 138 September 1, 1943 1481 3.94 140 July 9, 1945 17.87 102 and portions of the land described in the following deeds to the State recorded in Office of the Recorder of said County: Deed No, Recorded Volume Page 139 July 24, 1944 1134 50 3.41-1 February 25, 1947 7.288 440 and all of lots 23; 24, 25, 26 of block 146 as shown on that certain map entitled "South San Francisco, San Mateo Co., Cal., Plat No. 1" filed March 1, 1892 book "B" of Original Mape at Page 6 and copied into Book 2 of maps at Page 2, lying Bouth of the southerly line of Grand Avenue as shown on said map entitled "South San Francisco, San Mateo Co., Cal., Plat No. 1" and the easterly prolongation thereof, and westerly of the line more particularly described as follows with exceptions: BEGINNING at the northerly terminus of the westerly line of "Parcel 3.: Main Line Crossing" described in state parcel 141-C recorded February 24, 1947 in the Office of the Recorder of San Mateo County in Volume 1334 at Page 32; thence along the northerly prolongation of the westerly line of said Parcel 1 from a tangent which bearB North 40°03'13.4" East having a radius of 3,475 'feet through an angle of 5°48'45", a distance of 276.16 feet to the northerly line of said state parcel 139. TOGETHER WITH the underlying fee interest, if any, contiguous to the above--described property in and to Grand Avenue. ALSO TOGETHER WITH the underlying fee interest, if any, ~~ contiguous to the above-described property in and to Airport Blvd. (formerly known as San Bruno Avenue}. EXCEPTING, that portion lying within Director's Deed No. 138- ~~ DD recorded July 20, 1945 in the Office of the Recorder of San Mateo County in Volume 1194 at Page 245. ~~ St~f F~o~ Page 24 Purchase and Sale B - Ex. A Humber DD-000137-O1-Ql ALSO EXCEPTING, that portion of said Iota 23, 24, 25, and 26 . of block 146 conveyed by deed to the Catty of 5out1~, San Francisco in State of California Relinquishment No. 7884 recorded August 4, 1949 in the Office of the Recorder of San Mateo County in Volume ~~ 1695 at Page 655. . RESERVING, to the grantor, the grantor's successors and assigns, the right to restrict access. There shall be no abutter's rights of access appurtenant to the above-described real property ~, in and to the adjacent State freeway, provided, however, that said real property shall have access to a leased public way beneath the elevated freeway structure. CONTAINING 24,325 square feet, more or less, in addition to that portion included within existing streets, Grand Avenue and Airport Blvd. . ' Thie real property description has been prepared by me, or under my direction; in conformance with the Professional Land Surveyors Act. Signature Profeaeiona.I Sand urveyor Date ~'' ~~'~~ ``Q ~~ s~~ Cs~~ `~O ~ A~ non-otraF ~ Exp. G/311/2QQA .* N~.65i0 ~ ~F Stapf Floe Page 25 ~ Purchase and Sale •B - Ex. A Staff Report Page 26 Purchase and Sale B - Ex. A ALIFOR~~~ Ate, r~~ ~~ 1_ a ~~ -a i~ ~~ ~c a t,. r ..~...~' r...~• r "'~ r. r .1 ~' r r"~ • ~~.~ r ~• ~~ ;~-..~ Purchase and Sale B - Ex. A i~ ~r i~ i~ it it it it it it it aRAro~ ~--- R-34.4 O m '~ r ~ ~. ~ ~. m ~ ~. C Z o a m ~` `, e ~~ ~ s b 1 4O•~~ • • • . • • n . • ^ ... • ^ . a • • ^ • • • • ~. ! • • ^ . • • ^ • • • , ~ N 4 1V~1 ~ • a w • ~~ • . ~ p ~~ • ~ ~ ...~ • • • ~ f ^ . • +l ,h '~~ {p tp ~ ~ ° ~. N ~ _.,. \ .. ~ -~, ~ m r-- o : ~o .. p o ' ~ ~ ~ .. v . w 'o .t . y ~ ^~ 0 • ~ N ~ ~ • • a, ~ ~a o o . . f---f'a..s. :: c.r, -n n E ~ to b _. ,~ ....... .,.,. ». .............. .. •• o A p rntfl u~~ ~ ~ .. ..~.~.1•... -• ,. w • gg,19' :: ~ a O~ O m c~u -' ~~ ~ <o 'v ~~ to N ~ b\ O n~ ~o -+ .~ .~ ... b '~7 • s m~ O ~ ~ ~ `E1 m ~ ~ ~ >` tD n ~ D r m c~ m a 0 W `. O ~ cn~~ Dui ~f ~ p ~ O R'1 y ~ n ~ ~ ~ ~ ~~~r R, • • • •• • ~s cn r co .. ~. . . ~- +~ .. ~ ^ ~ ~~ • . ~+ • • M r _' W A ;'~ n w ~n O C7 cD ~ -~- ~ < o a: .., ~ .. ~, WN • • v ~- • • I ~- ti~ (~ W . ~ ` • ~ T ~a • . r 1~ W ~ `r • • `~/ ~ ,~ fir-- C9 ~r~ ' • o -~ • * .a .. • . . . .. ~~ • ^ • M • / ^ • ~ ~ ~ 45 30 • • • .. ~ . .. o i. ~ .. . . f m ~ . ., ~ O p Q . . O WV1 . G O . .. .. ` .. .. ' ._r- m ,,., ~ oo O V CD .. . . ~ ~ ..., ... . -~.~ p ~ D b ~~ o N tf1 .. ~ O ~ ~ ~ ~ ~ ~ ~ --~1 ~ ~ do N ~ D ~~ O ~' n O 11 ~ 1 ~r ~ : ! ~ D ~ ~~~, ' o . ~..~- 0 ~~.. - --f-r-.'r ~ z 0 • 0 ~ f ~--~_ ~ ~ o - Staff Repo Page 28 ~ 0 m -h ~ n . ~, w~ ~ Q ~\ ~ w to ,~ .4 m Q r m v ~ ~~ ~~ os~~, ~~~ 00 Purchase ana sale is - ~:x. ti :,-,~,::,-,:f: ,: qt;..~.t:.~.. 120 ~ t f ' ; ~~•: W + ~ ~m f~Or :, r x r;•: rw w tnt DI is i=u, z:~;`..; i.: ~+~li VV • 5 t an'~ "1 ttww ~/1' r~Y ..,, ~ m ~~*~ • m :..::~•.~ i r /.4`i.; r". ~ ~ f~i mfr • ti ~ ,,,~ ~ ~ ~ Oar ~~~8$Y ~!:F' +•5;!`c. w a -~ . ~'~.~ ,r.,x~ • • • ? r .~ zvw:• • i~2yg • t~G~'! Y `•i~.ri `• ybA~ r ~ ~ ~ N ~ ~ ~. ~,~ . tip:,. {~r ~'~~~::..~ .. nom.., . m - ~' to N ~.-:~-~" b ... ro ~ ' '~ K1 ;,, .' .' V ~• i~ ~ {~ < f9 :fit n7 lQ '~' ~ ~ .. O ~ ~ ~ ~ rr_ ` ~ ~ ~ --- .fir r 3 b 'r1 ~.T1 . . x _ ~ t ~ ^ ~. y~x, ~ n Z ~ ~ .. ;~;M..; cn ``. ~ .,.:a ^ w W N y 0 ~~ ~ ~~ ~~~~~~` M -J ~f1 n ~ ~ ."'' w art .~ ~ s • Q W ~'~~''i ~:;~ ~ ~. OHO ~~ •~O U\~Q d ~+~ ~v `r .» r O N ~" ~ O N ti cn g~ ~ ~ N ~ y ~ ~ C1 ~ ~ -~ ~ e 'mot ^ » RI (D y ~ A Q1 ~ O A ~ tp O 'b {~ .~ ~~ 0~, r j . w i O --- N p o0o cNn ~~ U ~ ~ ° ~ ~ p r fr °. ° ~ ~ .. .. n O v o ~ ~ n p ~ ~~ ~~ ~ . . N ^U V1 Q 0 °~ Q ~~~ ~ w ~ ~ a~ ~ n ~ ~ ~ ~~~ b N N = ~ ~ ~ Q et Z 0 m = N ~ m ~~ r~_ ~ ~ O O (~ Staff Repo Page 29 '~ ~p 1D -~ t7 .A ~ ~^ ~a ~ \ O ~ ` n N~ m .. O R1 n ~' LQ N ~~ ~~ 0 0~ ~ "o 0 0 0 0 Purchase and Sale B - Ex. A Purchase and Sale B - Ex. A i Exhibit C EASEMENT AGREEMENT (Attach form of Access Easement Agreement.} Staff Report Page 32 1303043-3 Recording Requested ay and when Recorded, return to: Redevelopment Agency ofi the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Executive Director EXEMPT FROM RECORDfNG FEES PER GOVERNMENT CODE §§6103, 27383 ACCESS EASEMENT AGREEMENT NE RESERVED FOR RECORDER'S U THIS ACCESS EASEMENT AGREEMENT (this "Agreement"} is entered into effective as of , 2Q_ ("Effective Date"} by and between the Redevelopment Agency of the City of South San Francisco, a public agency ("Agency") and the State of California Department of Transportation ("State"}. Agency and State are hereinafter referred to collectively as the "Parties." RECITALS A. Agency has purchased from State that certain real property located at South San Francisco, California, known as San Mateo County Assessor's Parcel No. and more particularly described in Exhibit A attached hereto and incorporated herein (the "Property"}. B. Agency intends to construc# certain public improvements in connection with development of a new Caltrain station or improvement of the existing Caltrain station (the "Project") on the Property. C. State desires to retain ingress and egress to State right of way andlor freeway lease areas located adjacent to the Property for the purpose of maintaining the freeway structure, and Agency has agreed to grant an easement across the Property for such purposes in the area described and depicted in Exhibit B attached hereto and incorporated herein by reference (the "Easement Area"}. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Grant of Easement. Effective as of the Effective Date Agency hereby grants to State, at no cost to the State, a nonexclusive access easement ("Easemen#") on, over and across the Easement Area for the purpose of providing ingress and egress to State right of way andlor freeway lease areas located adjacent to the Property for the purpose of enabling State to maintain the freeway structure. Staff Report Page 33 Purchase and Sale - C 1303043-3 3 2. Maintenance. Each Party shall, at its own expense without reimbursement, conduc# and cause to be conducted all of its activities on the Easement Area in a safe and reasonable manner, and shall promptly repair and restore at its own expense without reimbursement, any damage to the Easement Area or surrounding property resulting from its activities thereon. Each Party shall use, and shall cause its employees, agents, and contractors to use, due care at all times to avoid any damage or harm #o the Easement Area and surrounding property. If any portion of the Easement Area or surrounding property or any facilities thereon are damaged by a Party or its employees, agents or contractors, such Party shall immediately, at its sole cost without reimbursement, repair any and all such damage. Each Party shall keep the Easement Area free from liens arising out of any work performed, material furnished or obligations incurred by or on behalf of such Party. 3. Indemnity. Each Party ("Indemnifying Pay") shall indemnify, defend and hold the other Party and its elected and appointed officials, officers, employees, consultants, contractors and agents harmless from and against any and all claims, demands, liabilities, damages, judgments, fosses, costs and expenses (including reasonable attorneys' fees and expenses) arising from or related to the Indemnifying Party's use of the Easement Area including, but not limited to, any damage to property or injury to, or death of, any person, except to the extent the same are caused by the indemnified Party. The provisions of this Section 3 shall survive the termination of this Agreement. 4. No Waiver. No waiver of, acquiescence in or consent to any breach of any term, covenant or condition hereof shall be construed as, or constitute a waiver of, acquiescence in, or consent to, any other, further or succeeding breach of the same or any other term, covenant or condition. 5. Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specifted below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii} certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii} nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a} a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b} a transmission report is generated reflecting the accurate transmission thereof. Staff Report Page 34 Purchase and Sale - C !303043-3 4 Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. AGENCY: Redevelopment Agency of the City of South San Francisco City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650} 829-6620 Facsimile: (650) 829-6623 STATE: 6. Attorneys' Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover reasonable attorneys' fees and other costs, including but not limited to court costs and expert and consultants' fees incurred in connection with such action in addition to any other relief awarded, and such attorneys' fees and costs shall be included in any judgment in such action. 7. Amendments. This Agreement may be modified or amended, in whole or in part, only by an instrument in writing, executed and acknowledged by the Parties, and recorded in the OfFicial Records of San Mateo County. 8. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements with respect thereto. 9. No Third Party Beneficiaries. This Agreement is not intended to create, nor shall it be in any way interpreted or construed to create, any rights in any person not a party hereto. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the parties hereto. The Parties intend this Agreement to run with the land. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has succeeded to the interest of such party by operation of law or otherwise. 11. _Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which taken together shall constitute one and the same instrument. Staff Report Page 35 Purchase and Sale - C 1343043-3 S IN WITNESS WHEREOF the Parties have executed this Access Easement Agreement as of the date first written above. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO By: Name: Title: ATTEST: By: Agency Secretary APPROVED AS TO FOR1111: By: Agency Counsel STATE: By: Name: Title: Staff Report Page 36 Purchase and Sale - C 1303U43-3 6 STATE OF CALIFORNIA COUNTY OF SAN MATED ) On 20W, before me, , (here insert name and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names} islare subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in hislherltheir authorized capacity(ies}, and that by hislherltheir signature(s) on the instrument the person(s}, ar the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. 1NITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF SAN MATED) (Seal) On 20_, before me, , (here insert name and title of the officer}, personally appeared who proved to me on the basis of satisfactory evidence to be the persons} whose names} is/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hislherltheir authorized capacity(ies), and that by hislherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the persan(s} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signa#ure (Seal) Staff Report Page 37 Purchase and Sale - C 1303043-3 ~7 Exhibit A PROPERTY (Attach legal description of Property.} Staff Report Page 38 1343043-3 4 Nwnber DD-000137-01-01 EXHIBIT "A" All that real property in the City of South San Francisco, County of San Mateo, State of California, described in the following deeds to the State recorded in Office of the Recorder of said County: . Deed No. Recorded Volume Page 137 December 30, 1944 1152 265 138 September 1, 1943 1081 194 140 July 9, ],945 11B7 102 and portions of the land described in the following deeds to the State recorded in Office of the Recorder of said County: Deed No. Recorded Volume Page 139 July 24, 1944 13.34 50 141-1 February 25, 1947 1288 440 and all of lots 23; 24, 25, 26 of block 146 ae shown on that certain map entitled '`South San Francisco, San Mateo Co., Cal., Plat No. 1" filed March 1, 1892 book "B" of Original Mape at Page 6 and copied into Book 2 of maps at Page 2, lying south of the southerly line of Grand Avenue as shown on said map entitled "south San Francisco, San Mateo Co., Cal., Plat No. 1" and the easterly prolongation thereof, and westerly of the line more particularly described as follows with exceptions: BEGINNING at the northerly terminus of the westerly line of "Parcel 1: Main Line Crossing" described in state parcel 141-C recorded February 24, 1947 in the Office of the Recorder of San Mateo County in Volume 1.334 at Page 32; thence along the northerly prolongation of the westerly line of said Parcel 1 from a tangent which bears North 00°03'13.4" East having a radius of 3,075 'feet through an angle of 5°08'45", a distance of 276.16 feet to the northerly line of said state parcel 139. TOGET~iER WITH the underlying fee interest, if any', contiguous to the above-described property in and to Grand Avenue. ALSO TOGETHER WITH the underlying fee interest, if any, contiguous to the above-described property in and to Airport Blvd. (formerly known a9 San Bruno Avenue). EXCEPTING, that portion lying within Director's Deed No. 138- ~~ DD recorded July 20, 1945 in the Office of the Recorder of San -~ Mateo County in Volume 1194 at Page 245. ~~ _:, S#attRa~or$Page 39 purchase and Sale C ~ Ex. A Number DD-000].37-01-01 ALSO EXCEPTING, that portion of said lots 23, 24, 25, and 26 ~` of block 146 conveyed by deed to the City of Soutl~,San Francisco in State of California Relinquishment No. 7884 recorded August 4, 1949 in the Office of the Recorder of San Mateo County in Volume ~' 1695 at Page 655. RESERVING, to the grantor, the grantor's successors and assigns, the right to restrict access. There shall be no abutter's rights of access appurtenant to the above-described real property in and to the adjacent State freeway, provided, however. that said real property shall have access to a leased public way beneath the elevated freeway structure. q CONTAINING 24,325 square feet, more or lees, in addition to that portion included within existing streets, Grand Avenue and ~, Airport Blvd. This real property description has been prepared by me, or under my direction; in conformance with the Professional Land Surveyors Act. Signature Prafessiana2 Land yor Date ~~rGr'~ ~.ANO pETFR DaNOHOE Exp. ~o/zao9 No. G5i0 ~k O~ a Sts@Re~arBPage 40 ~ Purchase and Sale C` - Ex. A 9 Q- $ ~ ^ i ~ x ~ ~ 1 t~ x s ~ _ • `~ ~ ~ ..~ ~ ' K + ~ ~pAD r ~ ~ ]~ # ~. t t mNri'J Sfi1n ~ , 9 T ~ ~ ~ i ~ ~ i `:a _ ~ r5 r I ~ '~.~? tp LL 2 ~ ' ~ n n n ~ W ~ -a W ~ t1 sp a v4 O~ ~ W ~ ~ ~ N ~ ~~ ~ ~ 7 ~ ~ b p ~ tin 0 o m ~ ~^ ,~ -' _., .Z N ~ q ~ \ ~~ n a C N~ ~ ~ j ~ ~ r ` rn ~Z' ~~ 3 ~ ~ ~ ~~ i ~~~ tip ~ ~~ XXf ~ a~ L ~ ` ~~ ` I ~~ d~ 1 11 .R~p 9^~^!~ 61~` ~ ~ ~ J ~ a" d~ ~g~ ~i 4 ~ ~ ~ ~ ~ b ~v ~"~O 1 s EI 7TM ~~ ~ ~ ~. ~, S` ~~ tl ~~ Staff Report Page 41 Purchase and Sale C - Ex. A ~ _ __ ALtiFOR~~A A_ ~, r~~ t I urchase n I ~. ~~ 0 z~ l~ c ~v ii Ir ie it it it it it i~ ~~~ it it ~r Purchase and Sale C - Ex. A ~Rpnv "'l R-34^4 ~~ ~~ m '~'~ -c D m c O A ~~ m "~ Q e ~~ •`~, n m • r _o rn~ O .~~ y M b ~ ~n ~ ~ • • o ~` . . mA ~ Z -~ ~ °~ ua ~ o a ow ~ tQ ~~ ~~ o ~~ i ,zow76 ^ r • s ^ ^ ^ ^ • • w ^ r ^ • . ^ . • • • • • • •' +w~w ~~ • + • • ~ VVV t1i ~ •YJ'C1 _ _ ~ ~J~ w • ' ~ ^ , • • ^ • O t ^ ^ < ~a N ~ ~ .. ~N ow ~ o ;: O o ~ ~ .. -p ~. , . ,~ ~ _ ~ rV ~ ~~_ , . • A ~ U1~ ~ • ^ • r ~ d V J • • • ' V ....... .. .. .. s• •^ Q ! A s• w^^~• • a• a• w a^ s•• • / ^yV • • s . ^ s 1 ^ 99.19' .. ' . . ~~ p O r~ ~ . .. • • ny cn .. .. .. w • w • ^ ~ ~ w • j • w • ~ o ~ r ~ • ^ < ~ ~ • j y ~ ~ ~ r'^ ~ A~ " • ~ lp N ~f \ ~ ~. N .. q ' .. V ~ • ~ +i ~+Y : : ~ O .~ • • ww w ~i -~1 ~+~ ^ • ~l • • Rl wow "" cn o " o . ~ . :n ,~ to ~ o~o N rna~ w • m ~ ~ • ^ • a • ^ • ^ . r • • • ~ ~ 30. .. 45. .. . . .. ~ mrno ~, n ~ ~ ~~ i .. . . ~ . ..~, cD ca ~ ~ ~ a c,a . , .. .. n 0 .. ~r Qty ~' V~ ., • •~ ^..w. ~~ 0 ~ ~ y ~ ^ w • • ~ -f, n~ ~ w / • • ~ .. . A ~ ~; o ,~ N~ '~': ~ -~ ~o' o ~ n i, ~ s ^ ~q <o ,~, mN ~ Q f' ~~ ~ m ut \_ ~ ~ ~ ~ `''' ~ a .A ~ o ~ r r_.r ~: ~ ~ o ~--. v' ° a f~ , D ~~~ .~--~~ z 0 ~ o ~~- ~r ~ ~ Staff Repo Page 43 0 0 m a~ 4 A ~ N ~ ltl F `~ M A rt •Y +V -t~ n .L~ ^ • ~l w~ n -4 A O n N~ ~ ti .. o_ T~T ,Y n 0 sn^ ~O d ~ ~~ ,~ O~ ~ . ~ O 0 C Purchase and Sale C - Ex. A R-34,4 ~~ ';, • ~A1~t~ • ~~ ~ ~ '~ ~ ~ ~- ~~~~ 0 ~. Ffr ~ ~ ~ •w. d ~~ ~ ~ ~'-f, o' ~ w r ' o .. °~~ , ; ~U off o ~ . - - o ~ ~ iyr;;Wiry •h . JY nBiJ,t•. ~. ~ ti ~ ~y .wow •{wi5i nw '~T,:(.~wti?:~';rkw .. w•r, ~ "'~"~,~Sx:,ri~n1. ~~`~..~ ~* -mot r i~ ~ ;' Y' t l •__:,, ,. f.. ~,„ •~-• CD cD ~;..c;•.+~I:~r lea. ~'•'~1r rb~,t7i: s,-' ~ ~ ,~_ ~~: :fir ~ G;'•'Jrr-n 't..eCk ~~:/.~J. ~-~,~ iJ~. C r r W ~ ~ ~ ~ :i_K:i`•r~~2O„`!, :~r,•'; a`+i ~y~MS+~~ 7u+: ~...,.ri.,..,l ~~i i, 7ci, ,C i ~Yi.. ~ m L1B ~s(%slx~~. uj r v .-.+, y .:.~. >F. ~~" +'`'~_ <:4!tif~=.`~a. y G?, .QL4'rT.' k;,c _..r<r~u~.,.y.7 O' ra Q ..?::i!:,k it'~;i::.. , `~;,~r%,,•. 7.,~!:,',~-y,.';r.:r-~;ti ~'~a r e~,:,i: ww'i 'r.'~. ~2n'1'' i••• r ~'t~zk:•,•: ~~ W +i „a _ :~~:: ~r a.,.raa r'."V. 3ir`%u:-:i~.~; 'yi v .mil W _ f.' ,•t" ~'. +-::4... -~- . ~~ 1 ' w a'; i i ~ • V ~ eiµ ~: , • `i O~ ~ W S W ~~ V! C O ~• e . ~ •° •t .~ x1 ~ _, o -~• ~ G7, y o 3z .-. m o L7 O -a N o o .v ~o ~ ~v ~. r ~ o ~ N N ~~ ~ o v ~ o o~ o cn o = ~ ~r o o ~ ~ . ~ ~ '~ ~ ,, O n o ~ a ~ ~ ~ o rn ~~ ~_ ~~~ ~ m o m ~ a o n ~ ~ ~ p ~ o o ,~ ~ v n ~ ~ b ~ -a ~~~ n m ~ = m.. C ~ ~~'/fz m n~ z ~ o O `~~ .] ~ ~ UD Staff Report Page 44 7~ _ ~~ ~ N n ~~ D ~` n N '~ ~ V ~ .. r n Q '~'w YI Purchase and Sale c: - max. ti Purchase and Sale C - Ex. A .~ . Exhibit B EASEMENT AREA (Attach Legal Description and Plat for Caltrans Access Easement .} Staff Report Page 46 1303043-3 EASEMENT REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, A PORTION OF THE PARCEL DESCRIBED 1N CALTRANS DIRECTOR'S DEED DD-00137-01-01 DESCRIBED AS FOLLOWS: 1) BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL AT THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 3075.00 FEET AND A CENTRAL ANGLE OF 02° 09' 19" FROM WHICH THE RADIUS POINT BEARS S 84° 48' 02" E THENCE SOUTHERLY ALONG SAID CURVE FOR AN ARC LENGTH OF 115.67 FEET; 2) THENCE FROM THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF 18.00 FEET AND A CENTRAL ANGLE OF 09° 57' 18" FROM WHICH THE RADIUS POINT BEARS S 46° 51' Sfi" W NORTHWESTERLY ALONG SAID CURVE FOR AN ARC LENGTH OF 3.13 FEET TO A POINT OF REVERSE CURVATURE; 3) THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET AND A CENTRAL ANGLE OF 14° 23' 28" FOR AN ARC LENGTH OF 10.05 FEET; 4) THENCE FROM THE BEGINNING POINT OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3085.00 FEET AND A CENTRAL ANGLE OF 02° 01' 49" FROM WHICH THE RADIUS POINT BEARS S 8fi° 47' S0" E NORTHERLY ALONG SAID CURVE FOR AN ARC LENGTH OF 109.32 FEET TO THE SOUTHERLY LINE OF EAST GRAND AVENUE; 5) THENCE S 74° 31' 22" E ALONG SAID AVENUE FOR 10.16 FEET TO THE POINT OF BEGINNING, THE AREA BEING 1128 SQUARE FEET MORE OR LESS. Staff Report Page 47 Purchase and Sale C - Ex. B ~• .~ ~ ~ E,q S ~ T GR `~ ~ 'AND ~ ~ - ~ BEN ~ - N7¢ 3r'2 ' 2.,w s8~•48'0~"~ j Iro.r~ ;-~~ 1 ~~ ~ ~ ©D°©d©~J~377°Q~l°o~ i ~ j / ~o ~ ~ Q: M U7 ~ ~ ~, ~ rn Old'' ~ ~=~ ~ a O ~ ~ Q ~ •- M N ~, a v ~ ~ +I ' + clv ~ t -,cza I • 1 I ~~ L=10.05 ' ~ R= 40.00 S86'47'S0"E _N_ / ,~~ L=3.13 r,.~, R=18,00 ~~~o ~=9'57'18" ~°`~p~ + I 1 Approved: WII.5EY HAM JOS N0. 343 VINTAGE PARK DRIVE, SUITE 100, FOSTER CITY, CA 944{}4 (fi50 349-2151 EASEMENT ~ s2z-oo OVER THE LANDS DESCRIBED IN DIRECTOR'S DEED DD-000137--01-01 scALE: i"=30' SOUTH SAN FRANCISCO St~~pRJf1'-~~ AUNTY CAL.IFORNlA DATE: i i -24-09 Purchase and Sale C - Ex. B 0 ~~ ~ J~ ~ o~ ~o ~L N- 'i .. ., ,I ., .. Approved: WtLSEY HAM JOB NO. 393 VINTAGE PARK t)R1VE, SUCfE 100, FOSTER GTY, CA 94404 X650 349-2151 EASEMENT s2z-oo OVER THE LANDS DESCRIBED 1N DIRECTOR'S DEED DD-000137-01-01 SCALE: 1"=30' SOUTH SAN I-RANCISCO St~14~AJe~ddT~e~9UNTY CALIFORNIA pAl'E:11--Zp-09 E~sT ~_ GRAN D ~~ 1 1 1 1 Purchase and Sale C - Ex. B