HomeMy WebLinkAboutRDA Resolution 10-2007RESOLUTION NO. 10-2007
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING EXECUTION OF A
PURCHASE AND SALE AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF
THE CITY OF SOUTH SAN FRANCISCO AND EDGAR
AND MYDA TRINIDAD FOR THE PURCHASE OF
REAL PROPERTY LOCATED AT 314 MILLER
AVENUE IN SOUTH SAN FRANCISCO AND
ADOPTING FINDINGS AND AUTHORIZING THE
EXECUTION OF DOCUMENTS IN CONNECTION
THEREWITH
WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency")
is a redevelopment agency existing pursuant to the Community Redevelopment Law, California
Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority
granted thereunder, has the responsibility to carry out the Redevelopment Plan
("Redevelopment Plan") for the Downtown/Central Redevelopment Project Area ("Project
Area "); and
WHEREAS, Edgar and Myda Trinidad (the "Owners") are the owners of real
property in San Mateo County, California located near the Project Area at 314 Miller
Avenue in the City of South San Francisco (the "Property"); and
WHEREAS, the Owners desire to sell the Property; and
WHEREAS, the Agency desires to acquire the Property with monies from its Low
and Moderate Income Housing Fund ("Housing Fund") to facilitate development and
construction of affordable housing which will benefit the Project Area; and
WHEREAS, the Agency and the Owners have negotiated a purchase and sale
agreement ("Purchase and Sale Agreement") substantially in the form on file with the
Agency Secretary; and
WHEREAS, the Purchase and Sale Agreement conditions, among other things,
Agency's purchase of the Property on Agency's review and approval of the
environmental condition of the Property; and
WHEREAS, pursuant to Section 33334.2 of the CRL, the Agency may use
Housing Fund monies outside of the Project Area provided that the Agency and the City
Council find that the use will be of benefit to the Project Area; and
WHEREAS, the City Council has adopted a resolution finding that use of
Housing Fund monies to acquire the Property will be of benefit to the Project Area by
providing affordable housing.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
South San Francisco that it hereby:
1. Finds that the acquisition of the Property pursuant to the terms of the Purchase
and Sale Agreement will benefit the Project Area by providing affordable housing.
2. Approves the purchase of the Property from Edgar and Myda Trinidad pursuant to
the terms of the Purchase and Sale Agreement.
3. Authorizes the Executive Director of the Agency (or his designee) to execute the
Purchase and Sale Agreement, and to make revisions to the Purchase and Sale
Agreement, and to make such other changes, with the advice of counsel, which do not
materially or substantially increase the Agency's obligations thereunder, to sign all
documents, to make all approvals and take all actions necessary or appropriate to carry
out and implement the Purchase and Sale Agreement and to administer the Agency's
obligations, responsibilities and duties to be performed under the Purchase and Sale
Agreement.
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 meeting
held on the 12th day of December, 2007 by the following vote:
AYES: Councilmembers Mark .Addiego, Richard Garbarino, and Kevin Mullin
NOES:
ABSTAIN:
ABSENT:
Manor Pro Tem Carol Matsumoto and Mayor Pedro Gonzalez
ATTEST: ~~~ ,%
Agency Secretary
PURCHASE AND SALE AGREEMENT
THI5 PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
effective as of , 2007 {the "Effective Date") by and between Edgar A. Trinidad
and Myda M. Trinidad, husband and wife (collectively "Seller") and the South San Francisco
Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are
hereinafter referred to as the "Parties."
WHEREAS, Seller is the owner of that certain real property located at 314 Miller
Avenue in the City of South San Francisco ("City"), California, known as San Mateo County
Assessor's Parcel No.012-311-250, and mare 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, the Land 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 Land (all of the foregoing collectively hereinafter, the
"Property„);
WHEREAS, Seller and Buyer executed an exclusive negotiating agreement ("ENRA"),
pursuant to which Buyer deposited a sum of $1,000 (the "ENRA Deposit") into an escrow
account for the benefit of Seller in exchange for Seller's agreement not to enter into any
contracts to sell or lease the Property prior to December 14, 2007;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows.
1. A reement to SeU 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 Six Hundred Seventy-
Nine Thousand Nine Hundred-Fifty Dollars ($679,950} ("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
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 maybe
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approved in writing by Buyer ("Permitted Exceptions").
4. Escrow; Escrow Instructions. The Parties have opened an escrow account at the
office of Stewart Title Company located at 343 Sansome St., Suite 850, San 1~rancisco,
California 94104 {"Title Company" or "Escrow Agent"}. Within five {5) days following the
Effective Date, 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. Deposits. Seller has deposited the ENRA Deposit with the Escrow Agent in
accordance with the terms of the ENRA. Within seven (7) business days after the Effective
Date, Buyer shall deposit an additional sum of Four Thousand Dollars ($4,000) ("Earnest
Money Deposit") into escrow in an interest bearing account for the benefit of Buyer. The
Earnest Money Deposit and the ENRA Deposit, and all interest earned thereon, shall be applied
to the Purchase Price at the close of escrow. All amounts deposited by the Parties with the
Escrow Agent, including the Earnest Money Deposit and the ENRA Deposit, shall beheld in
escrow in aninterest-bearing account.
6. Title Documents. Within seven (7) days following the Effective Date, 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 approve 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 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. 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 except for the ENRA Deposit 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 Preliminary Report pursuant to this Section,
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
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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 Documents and Funds.
(a) Seller.
{A) Within twenty {20} days following the Effective Date, 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 Pxoperty, subject only to exceptions appxoved
pursuant to this Agreement;
(ii) Seller's aflYdavit ofnon-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;
(iii) Such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby; and
{iv) an Assignment of Leases executed by Seller in accordance with
Section 14.
(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
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 (I~2) of all escrow fees and recording fees.
(b) Buyer
(A) Within twenty (20) days following the Effective Date, Buyer shall deposit
into escrow all of the following:
(i) a duly executed and acknowledged Certificate of Acceptance
substantially in the form attached hereto as Exhibit C; and
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(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 and ENRA Deposit plus interest thereon, if any, is equal to:
(i) the Purchase Price as adjusted by any prorations between the Parties;
and
(ii} one-half (1/2} of alI title insurance and title report costs, escrow fees,
and recording fees.
8. Close of Escrow. Unless this Agreement is terminated pursuant to the terms hereof
or extended by mutual written consent of the Parties, escrow shall close no later than the date
which is forty-five (45) days after the Effective Date. 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.
4. Closing Costs. Each Party shall pay one-half (1/2) of alI title 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 maybe 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,
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to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer
to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest
Money Deposit and interest thereon and excepting the ENRA Deposit. The exercise of this right
by Buyex 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 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. During the period commencing on the Effective Date and
ending on the thirty-fifth (35th) day after the Effective Date ("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 Exhibit 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 investigatian, 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 Substances 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 (I5)
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
Perlod, 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.
(c) Disaunroval of Prouerty 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,
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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 Agent by or on behalf of Buyer, including the Earnest Money
Deposit and interest thereon and excepting the ENR.A Deposit. 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.
13. Studies, Reports and )(nvesti~ations. 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 Froperty 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 i:n Exhibit D .
14. Rent Roll: Tenant Leases. Within five {5}business days following the Effective
Date, Seiler shall deliver to Buyer a current rent roll, certified by Seller, listing for each tenant of
any part of the Property, all of the following: tenant name, premises occupied, monthly rent,
amount of deposit, amount of prepaid rent, and term of lease. Within five (5) business days
following the Effective Date, Seller shall deliver to Buyer certified copies of all tenant leases,
including any amendments and modifications. On or before the close of escrow, Sellex shall
assign all of Seller's rights and remedies under the tenant leases, including the right to any
security deposits and prepaid rent, to Buyer pursuant to an assignment of leases and security
deposits in form and substance satisfactory to Buyer (the "Assignment of Leases").
15. Estounel Certificates. No later than ten (i0) business days after the Effective Date,
Seller shall deliver to Buyer an estoppel certificate in form satisfactory to Buyer executed by
each tenant of the Property. Seller shall deliver updated estoppel certificates executed by each
tenant of the Property not less than five (5) days prior to close of escrow.
16. Right of Entrv. During the Due Diligence Period, Buyer and Buyer's agents shall have
the right, upon reasonabie 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 during normal business hours unless otherwise approved by Seller. Buyer
agrees to indemnify Seiler and hold Seller harmless from and against all liability, loss, cost,
damage and expense {including, without limi#afion, 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 agent`s.
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17. 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.
18. 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:
{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, judzcial complaint, or other formal or informal notice alleging that
conditions on the Property are or have ever been in violation of any Envixonmental 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 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 thixd party rights to use the Property are in
force; (x) there are no threatened or pending actions, suits, or adnnistrative 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 material 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
aIl 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
authozized, 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
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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 Pragerty, Buyer shall have the option to terminate this
Agreement by delivering written notice thereof to Seller. th 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 except for the ENR.A Deposit shall be
returned to Buyer, and all rights and obligations hereunder shall terminate.
Seiler 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 mariner resulting from the breach of any representation
or warranty contained in this Section.
19. 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 Praperty 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.
20. 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 this Agreement on behalf of Buyer are duly authorized to do, that Buyer has the
legal night to enter into this Agreement and to perform ail of its terms and conditions, and that
this Agreement is enforceable against Buyer in accordance with its terms.
21. Environmental Indemnity. Seller agrees to unconditionally and fully indemnify,
reimburse, defend, protect and hold harmless Buyer and the City from and against any and all
claims, demands, damages, losses, Iiabilities, fines, orders, judgments, actions, injunctive or
other relief (whether or not based on personal injury, property damage, contamination of, or
adverse effects upon, the environment or natural resources), costs, economic or other loss,
expenses (including without limitation attorneys' fees and any expenses associated with the
investigation, assessment, monitoring, response, removal, treatment, abatement and/or
remediation of Hazardous Materials in, on or under the Property), and/or administrative,
enforcement or judicial proceedings, whether known or unknown, and which are directly or
indirectly, in whole or in part, caused b;y, arise out of, or relate to the presence, release or
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discharge ar alleged presence, release or discharge of any Hazardous Materials (as defined in
Exhibit D in, on or under the Property prior to the closing date or a violation or alleged violation
of an Environmental Law {as defined in Exhibit D prior to the closing date.
22. Damage aad 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 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, the Earnest Money
Deposit, including interest thereon, and all other funds and documents deposited into escrow by
or on behalf of Buyer except for the ENRA Deposit shall be returned to Buyer, and all rights and
obligations hereunder shall terminate.
23. Assinnment. Buyer shall have the right to assign all rights and obligations under this
Agreement to any party, and no approval by Seller of any such assignment shall be necessary.
24. 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 chazged 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.
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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
with a copy to: Meyers, Nave, Riback, Silver & Wilson
555 12th Street, Suite 1500
Oakland, CA 94607
Attention: Steven T. Mattas, Agency Counsel
Seller: Edgar A. Trinidad and Myda M. Trinidad
2241 Market Street
San Francisco, CA 94114
Attention: Hazel Butterfield (Prudential California Realty)
25. Litigation 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 anal other costs, in addition to any other relief to which such
Party maybe entitled.
26. Waivers: Modification. N o waiver of any breach of any covenant 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.
27. Successors. This Agreement shall bind and inure to the benefit of the respective
heirs, personal representatives, successors and assignees of the Parties.
Z8. 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.
1032410.1 10
29. Construction. The section headings used herein are solely for convenience and shall
not be used to interpret this Agreemer.~t. 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 bath Parties have participated in the negotiation and drafting of this Agreement, this
Agreement shall not be construed as if prepared by one of the Farties, but rather according to its
fair meaning as a whole, as if both Parties had prepared it.
30. Action or A royal. 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 c-r 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.
31. Entire Agreement. 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.
32. Counterparts. This Agreement maybe 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.
33. 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.
3~. 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.
35. 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.
36. Non-Liability of Officials. Employees and Agents. 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.
37. Time of the Essence. Time: is of the essence for each evndition, term, obligation and
provision o s Agreement.
1032410.1 11
38. Governing Lar~v. 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.
39. 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.
SIGNATURES ONFOLLOWING PAGE.
103241 0.1 l ~
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
BUYER:
SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
By:
Executive Director
ATTEST:
By:,
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
SELLER:
Edgar A. Trinidad
M:yda M. Tz7ixzidad
1032410.E 13
EXHIBIT A
Property
(A.ttach legal description}
~ 032~~ 0.1 I4
EXHIBIT B
Recording Requested by
and when Recorded, return to:
CITY OF SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
City Hall, 400 Grand Avenue
South San Francisco, CA 94083
Attn: Executive Director
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
GRANT DEED
USE}
For valuable consideration, receipt of which is hereby aclrnowledged, Edgar Trinidad and
Myda Trinidad, husband and wife {collectively "Grantor") hereby grants to the South San
Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") the real
property located at 314 Miller Avenue in the City of South San Francisco, California, known as
San Mateo County Assessor's Parcel No. 012-311-250, and more particularly described in
Exhibit A attached hereto and incorporated herein.
IN WITNESS WHEREOF, Grantox has executed this Grant Deed as of
2007.
GRANTOR
$y:
Edgar A. Trinidad
$y:
Myda M. Trinidad
103241 Q.1 I S
ACKNOWLEDGMENT
State of California )
ss.
County of San Mateo )
On 20 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(ies}, and that byhis/her/theix signatures} 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
ACKNOWLEDGMENT
State of California )
} Ss.
County of San Mateo }
On 20 before rne, a Notary
Public, personally appeared .personally known tome (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 tome 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 which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOTARY PUBLIC
1032410.1 16
EXHIBIT A to Crrant Deed
(Attach legal description.)
1032410.1 1 ~
EXHIBIT C
CERTIFIC;ATE OF ACCEPTANCE
This is to certify that the interest vi real property conveyed by the Grant Deed dated
2007, executed by Edgar Trinidad and Myda Trinidad, husband and wife
(collectively "Grantor"} to the South Sari Francisco Redevelopment Agency, a public body, corporate
and pofitic, ("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 , 2007, and
that the Grantee consents to recordation of the Grant Deed by its duly authorized officer.
Dated .2007 By:
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
1032410 y g
EXHIBIT D
HAZARDOUS MATERIALS; ENVIl20NMENTAL LAW
"Hazardous Materials" means any substance, material or waste which is or becomes regulated by any
federal, state or local governmental authority, agency or governmental body, and includes without
limitation (i) petroleum or oiI or gas or any direct or indirect product or by-product thereof; (ii) asbestos
and any material 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 lhuman 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 S 101, et seq.], the Resource Conservation and
Recovery Act [42 U.S.C. b901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section
I251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of
Hazardous Substances Act [California Health and Safety Gode 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'Wate;r 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 "SuperIien" law, or any Environmental Law; (v) any material determined to be
hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or
toxicity; or (vi) any other substance, mate;~-iai, 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 biphe:nyls, petroleum, natural gas and synthetic fuel products and
by-products.
"Enviuronmental Law" means all federal, state or local statutes; ordinances, rules, regulations, orders,
decrees, judgments or common law doctrines, and provisions and conditions of pexmits, licenses and
other operating authorizations regulating, ~or relating to, or imposing liability or standazds of conduct
concerning (i} pollution or protection of tl-ie 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, groundwate;rs or soil, as
now or may at any later time be in effect, iincluding but not limited to the Toxic Substances Control Act
[15 U.S.G. 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 Undergrounds Storage of Hazardous Substances Act [California Health and
1032410 19
Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California
Health and Safety Code Section 25300, et seq.], the California l-lazardous 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 13400, et seq.], as they naw exist or are hereafter amended,
together with any regulations promulgated thereunder.
1032410 20