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HomeMy WebLinkAboutReso RDA 4-2004 RESOLUTION NO. RDA 04-2004 REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT 312 MILLER AVENUE IN AN AMOUNT NOT TO EXCEED $715,000 WHEREAS, staffrecommends that the Redevelopment Agency authorize the Purchase and Sale Agreement for acquisition of the property located at 312 Miller Avenue in an amount not to exceed $715,000. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Redevelopment Agency hereby authorizes the Purchase and Sale Agreement for property located at 312 Miller Avenue. A copy of the agreement is attached as Exhibit A. BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute the agreement on behalf of the Redevelopment Agency of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 14t~ day of April 2004 by the following vote: AYES: Boardmembers Joseph A. Femekes, Richard A. Garbarino, and Pedro Gonzalez, Vice Chair Raymond L. Green, and Chair Karvl Matsumoto NOES: None. ABSTAIN: None. ABSENT: None. ATTEST: PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of April 14, 2004, (the date upon which this Agreement was approved by Buyer's Board, and hereinafter referred to as the "Effective Date") by and between Wilham R. Cornejo (hereinafter collectively referred to as "Seller") and the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are hereina~er referred to as the "Parties." WHEREAS, Seller is the owner of that certain real property in San Mateo County, California, known as APN 012-311-240, located at 312 Miller Avenue in the City of South San Francisco, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell, the Property together with all improvements located thereon and all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Property (all of the foregoing collectively hereinafter, the "Property"); WHEREAS, Buyer is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, Buyer has the responsibility to carry out the Redevelopment Plan for the Downtown Central Redevelopment Project Area ("Redevelopment Plan"); and WHEREAS, the Property is located in an area governed by the Redevelopment Plan, and the purchase of the Property as provided for in this Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwltich are hereby aclmowledged, the Parties agree as follows. 1. Aareement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the terms and conditions of this Agreement. 2. Purchase Price. The purchase price for the Property shall be Seven Hundred Fikeen Thousand Dollars ($715,000) ("Purchase Price"). 3. Conveyance of Title. At the 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) the provisions and effect of the Redevelopment Plan; (b) taxes for the fiscal year in which the escrow for this transaction closes, which shall be 602888-4 1 000001 prorated as of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and (c) such other conditions, liens, encumbrances, restrictions and exceptions as may be approved in writing by Buyer ("Permitted Exceptions"). 4. Escrow; Escrow Instructions. Within five (5) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this Agreement at the office of Commonwealth Land Title Company located at 200 Broadway, Millbrae, California ("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 may be executed by the Parties and delivered to the Escrow Agent. 5. Earnest Money Del~osit. Upon the opening of escrow and in no event later than seven (7) business days after the Effective Date, Buyer shall deposit the sum of Five Thousand Dollars ($5,000) "Earnest Money Deposit") into escrow in an interest bearing account for the benefit of Buyer. The Earnest Money Deposit, and all interest earned thereon, shall be applied to the Purchase Price at the close of escrow. All mounts deposited by the Parties with the Escrow Agent, including the Earnest Money Deposit, shall be held in escrow in an interest-bearing account. 6. Title Documents. Within seven (7) days following the opening of escrow, Seller shall deliver or cause to be delivered to Buyer a preliminary title report ("Preliminary Report") on the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with copies of all documents relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and legible copies of all instruments referred to therein, as requested by Buyer. Buyer shall approve or disapprove each Title Exception within fourteen (14 days following Buyer's receipt of the Preliminary Report. Buyer's failure to object within such period 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 later than fourteen (14) days pr/or 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. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other 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. It shall be a condition to the close of escrow that Title Company shall deliver to Buyer, within five (5) days after Buyer has approved the Prelim/nary Report pursuant to this Section, 602888-4 2 OUO002 and in no event later than seven (7) days prior to the close of escrow, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the amount of the Purchase Price for the benefit 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. Closin~ Documents and Funds. (a) Seller. (A) Within twenty-five (25) days following the opening of escrow, Seller shall deposit into escrow all of the following: (i) a Grant Deed, substantially in the form attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and marketable fee simple title to the Property, subject only to exceptions approved pursuant to this Agreement, (ii) Seller's affidavit of non-foreign stat-us 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; and (iii) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) Unless Setler 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 close of escrow, Seller shall deposit into escrow immediately available funds in the amount necessary to pay: (i) all governmental conveyance fees and transfer taxes; (ii) one-half (1/2) of all title insurance and title report costs; and (iii) one-half of all escrow fees and recording fees. (b) Buyer. (A) Within twenty-five (25) days following the opening of escrow, Buyer shall deposit into escrow all of the following: (i) a duly executed Certificate of Acceptance in the form shown in Exhibit C_, as required by California Government Code Section 27281; and 602888-4 000003 (ii) 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, which together with the Earnest Money Deposit plus interest thereon, if any, is equal to: and (i) the Purchase Pr/ce as adjusted by any prorations between the Parties; (ii) one-half (1/2) of all title insurance and title report costs, escrow fees, and recording fees. 8. Close of Escrow. The Parties intend to close escrow within thirty-five (35) days following the date upon which escrow is opened, unless this Agreement is terminated pursuant to the terms hereof. 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; and (iv) delivering to Buyer the original Grant Deed, together with a conformed copy thereof indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 9. Closin~ Costs. Each Party shall pay one-half (1/2) of all tide insurance and title report costs, escrow fees (including the costs of preparing documents and instruments), and recording fees. Seller shall pay all governmental conveyance fees and all transfer taxes. 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 the 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 to 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 Conditions to Closing. The close of escrow and Buyer's obligation to purchase the Property are conditioned upon: (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 Title Policy, subject only to the Permitted Exceptions; and (iv) Buyer's approval of the condition of the Property pursuant to Section 12. 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 any and all amounts paid by Buyer 602888-4 4 0000 '4 to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other fights Buyer may have at law or in equity. 12. Buyer's Additional Conditions to Closing. 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. Dur/ng the period commencing on the Effective Date and ending on the twentieth (20th) day after the opening of escrow ("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 Exkibit D attached hereto), 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 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. If Buyer's environmental consultants require additional time to determine the existence and extent of any Hazardous Materials on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence Period, to extend the Due Diligence Period for up to fifteen (15) additional days to complete the testing. (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 terminate this Agreement pursuant to the terms hereof, Buyer will purchase the Property in its "AS IS" condition as such condition exists at the end of the Due Diligence Period. 602888-4 (c) Disapproval of ProperW Condition. Should Buyer fail to approve the condition of the Property or its feasibility for Buyer's intended use in writing within five (5) days following the end of the Due Diligence Period, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow 000005 Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other r/ghts Buyer may have at law or in equity. 13. Studies, Rel~orts and Investigations. Seller agrees to make available to Buyer within five (5) business days following the Effective Date, any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the Property which are in Seller's possession or which are reasonably available to Seller, including without limitation surveys, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials in, on or under the Property and the compliance by the Property with Environmental Laws (as defined in Exhibit D). 14. Right of Entry. Prior to close of escrow, Buyer and Buyer's agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property in accordance with Section 12. 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 duhng normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, 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 th_is Agreement within ~e applicable time per/od, or waiver by Seller of such obligation; (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow; and (iii) close of escrow to occur and consummation of the transfer of the Property from Seller to Buyer no later than April 30, 2004. 16. Seller's Representations and Warranties. Seller hereby represents and warrants that except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow, to the best knowledge of Seller: (i) the Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Environmental Law; (ii) there are no buried or partially buried storage tanks located on the Property; (iii) 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; (iv) there is no monitoring program required by the Environmental 602888-4 6 000006 Protection Agency or any other governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; (vii) 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 Materials; (viii) Seller has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that have not previously been corrected, and no condition on the Property violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (x) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property; (xi) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (xii) Seller has not received any notice from any insurer of defects of the Property which have not been corrected; (xiii) there are no natural or artificial conditions upon the Property or any part thereof that could result in a mater/al and adverse change in the condition of the Property; (xiv) all information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv) Seller has disclosed all material facts 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 author/zed, executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are collectively sufficient to transfer all of Seller's right, 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, 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. 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, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all r/ghts and obligations hereunder shall terminate. Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability, expense, damage or other injury, including without limitation, attorneys' fees and all 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. 602888-4 7 000007 17. 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 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; and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantiaily in accordance with Seller's established practices. 18. Buyer's ReDresentations, Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, pr/or 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 this Agreement on behalf of Buyer have are duly authorized to do, that Buyer has the legal fight 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. Reserved. 20. Damaee and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other 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 Pr/ce, 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 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 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 fi.om 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, the Earnest Money Deposit, including interest thereon, and all other 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. 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 other compensation with respect to the transaction contemplated by this Agreement. Each Party agrees 6028884 8 000008 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. 22. Assignment. Buyer shall have the right to assign all rights and obligations under this Agreement to any party, provided Seller consents to such assi~m-Lment which consent shall not be unreasonably withheld, conditioned, or delayed. 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 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. 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: South San Francisco Redevelopment Agency City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650) 829-6623 with a copy to: Meyers, Nave, Riback, Silver & Wilson 555 12th Street, Suite 1500 Oakland, CA 94607 Attention: Steven T. Mattas, Agency Counsel 602888-4 Seller: William R. Cornejo 1516 Alturas Drive Burlingame, CA 94010 Telephone: (650) 347-8423 9 OOOO¢9 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 covenant or provision of tkis 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. The obligation of Seller to sell the Property and the obligation of Buyer to purchase the Property pursuant to 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, Seller's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. 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. The time periods afforded Buyer for any event, inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any such referral to Buyer's Board. 30. Entire A~reement. This Agreement, including Exhibits A to D attached hereto and incorporated 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 respect to the subject matter thereto. 602888-4 10 " 000010 31. Counterl)arts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 32. Severabilitw. 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 fights 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-Liabilitw of Officials, Emt)lovees and A~ents. No member, official, 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 Essence. Time is of the essence for each condition, term, obligation and provision of this Agreement. 37. Governin~ Law. 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. 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. 1031 Exchanae. Buyer agrees to cooperate in structuring this transaction as an exchange for the benefit of Seller under Section 1031 of the Internal Revenue Code of 1986 as amended ("Section 1031"), provided that Buyer shall incur no additional cost in connection therewith. Despite any restriction on assignment contained in this Agreement, Seller shall have the right to assign its rights and obligations under this Agreement to an entity acting as a Qualified Intermediary (as defined in the Regulations under Section 1031) to complete the exchange, but no assignment shall release Seller from liability for performance of any of its obligations under this Agreement. In the interest of convenience, Seller shall convey title to the Property directly to Buyer on behalf of the Qualified Intermediary. Nothing contained in this Section is intended as a waiver of any of the deadlines or obligations of Seller under this Agreement. The Seller is advised to seek the guidance of tax counsel in completing a 1031 exchange. Neither party makes any representation or guarantee to the other that the transactions contemplated under this provision will result in any particular tax treatment to the other party, or will qualify as an exchange under Section 1031 of the Internal Revenue Code. Seller shall 802888-4 1 1 00001! assume all costs and expenses including any attorney's fees incurred in connection with the election to structure the transaction as a 1031 exchange. IN WITNESS V~rlEREOF, the Parties have executed this Agreement as of the date first wr/tten above. BUYER: SOUTH SAN FRANCISCO REDEVELOPlVlENT AGENCY By: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel SELLER: By: William R. Cornejo 602888-4 12 000012 Exhibit A LEGAL DESCRIPTION The easterly 72 of Lot 4 in block 126, as shown on the certain Map entitle "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", filed in the Office of the County Recorder of San Mateo County on March 1, 1892, in Book "B" of Original Maps at Page 6 and copied into Book 2 of Maps at Page 52. 602888-4 13 0U0Ul3 RECORDING REQUESTED BY AND WHEN RECORDED ~LAIL TO: CITY OF SOUTH SAN FIL~.NCISCO REDEVELOPMENT AGENCY P.O. Box 711 South San Francisco, CA 94083 Arm: Executive Director MAIL TAX STATEMENTS TO: Same as Above Exhibit B GRANT DEED (Space Above This L/ne Reserved For Recorder's Use) GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, William R. Cornejo (individually "Grantor") hereby grants to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") all that real property located in the City of South San Francisco, County of San Mateo, State of Cali£omia described in Exhibit A attached hereto and incorporated herein. IN W]TNE'SS WItEREOF, Grantors each have executed this Grant Deed as of ,2004. GRANTOR William R. Comejo 602888-4 14 000014 Exhibit "A" LEGAL DESCRIPTION The easterly ½ of Lot 4 in block 126, as shown on the certain Map entitle "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1", filed in the Office of the County Recorder of San Mateo County on March 1, 1892, in Book "B" of Original Maps at Page 6 and copied into Book 2 of Maps at Page 52. 602888-4 15 00O015 Exhibit "C" CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated ,2004, William R. Comejo, to the City of South San Francisco Redevelopment Agency, 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 on April 14, 2004, and that the Grantee consents to recordation of ihe Grant Deed by its duly authorized officer. Dated ,2004 By: Executive Director Print Name: ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel 602888-4 16 000016 ACKNOW-LEDGMENT State of California County of San Mateo On before me, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 602888-3 17 000017 ACKNOWLEDGMENT State of California ) ) SS. County of Sonoma ) On before me, a Notary Public, personally appeared , personally lmown to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)/s/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of wkich the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 602888-3 18 000018 Exhibit "D" HAZARDOUS MATERIALS; ENVIRONMENTAL LAW "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any mater/al containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v) any other substance, mater/al, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act 602888-3 19 00001 . [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 602888-3 20 000020 ~ ~ T~4~C~ . ~ao ~ ~ ~ · · ~'t~L ~"-- -- ~/~ I~ ~ ' . ' , /~ I - I . · ~' ' ' ' : I ' · ¢-I · , / ' , - I ' ~. ~ - ~ ~,.. ~ ' · ~ ~'1' ' .... . ' ' m''~ ¢[~~ "!'~ I ~ '~' I ' I ~ I~'.~' ~ ~'1 .~' - ~' I~'~ ~, k ' ' ~ ~ · ' ~ · ~' ~' ~ ~ ~' ~1 ,~ -~ /'. ~,,~ ,, ~,. ,. . .......~= .. ~ .. ~ I ~ ~ / ~~ /~ · '~ - I' 8'.~' " I ,~ ~, ~--' .... '~ ~ . .' ' i. . I ~-- ---' ~ ~ I ~ ' . . ......A · ,,.,,., ~, q' I ~ I ~ / ' -- ~ ~ARC~L