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2011-03-09 e-packet
x SA AGENDA so�� N 0 REDEVELOPMENT AGENCY flfl_ n • •f!• o CITY OF SOUTH SAN FRANCISCO • -4LIFoo•P REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, MARCH 9, 2011 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. KEVIN MULLIN Chair RICHARD A. GARBARINO MARK N. ADDIEGO Vice Chair Boardmember PEDRO GONZALEZ KARYI. MATSUMOTO Boardmember Boardmember RICHARD BATTAGLIA KR[STA MARTINELLI Investment Officer Clerk BARRY M. NAGEL STEVEN T. MATTAS Executive Director 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 1. Motion to approve the minutes of February 9, 2011. 2. Motion to approve expense claims of March 9, 2011. 3. Resolution authorizing the transfer of Redevelopment .Agency funds to amend the City of South San Francisco Budget to appropriate funds for: The affordable housing project at 636 El Camino Real; a property tax refund; a loan commitment for affordable housing by Giffra enterprises; Oak Avenue Extension Project; the Miller Avenue Parking Garage; and the Oyster Point Specific Plan, including Harbor District Public Improvements. ADMINISTRATIVE BUISNESS 4. Resolution of the Redevelopment Agency of the City of South San Francisco adopting findings required by California Health and Safety Code 33445; approving the expenditure of tax increment funds for the acquisition of real property by the City of South San Francisco ; authorizing the execution of an owner participation agreement with the City of South San Francisco; authorizing the execution of a purchase and sale agreement with the Gonzalez Family Trust; and authorizing the appropriation of $9,000,000 for the acquisition of real property. CLOSED SESSION 5. Real Property Negotiations (Pursuant to Government Code Section 54956.8) Agency Negotiator: Marty Van Duyn related to: 315 -321 Airport Blvd. Owner: The Gonzalez Family Trust 401 Airport Blvd. Owner: The Gonzalez Family Trust 411 Airport Blvd. Owner: The Gonzalez Family Trust 421 Airport Blvd. Owner: The Gonzalez Family Trust REGULAR REDEVELOPMENT AGENCY MEETING MARCH 9, 2011 AGENDA PAGE 2 216 Miller Avenue Owner: The Gonzalez Family Trust 405 Cypress Avenue Owner: The Gonzalez Family Trust ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING MARCH 9, 2011 AGENDA PAGE 3 - - - - - A Flaw, .0N S�� MINUTE _ o REGULAR MEETING " 'T REDEVELOPMENT AGENCY � CITY OF SOUTH SAN FRANCISCO MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, FEBRUARY 9, 2011 CALLED TO ORDER: 6:40 p.m. ROLL CALL: Present: Boardmernbers: Addiego, Gonzalez and Matsumoto, Vice Chairman Garbarino and Chairman Mullin. Absent: None. AGENDA REVIEW None. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Motion to approve the minutes of January 12, 2011 and January 26, 2011. 2. Motion to approve expense claims of February 9, 2011. 3. Resolution No. 3 -2011 authorizing the expenditure of up to $187,500 in tax increment funds to provide required local matching funds for an MTC /ABAG FOCUS Program grant for the preparation of a Station Area and Land Use Plan for the Downtown/Central Project Area. 4. Resolution No. 4 -2011 approving an assignment and assumption and notice of transfer agreement between Genentech, Inc., Genentech Oyster Point LLC and HCP Life Science REIT, Inc. Motion— Boardmember Garbarino /Second— Boardmember Gonzalez: to approve Consent Calendar Items nos. 1 -3. Unanimously approved by voice vote. Motion— Boardmember Garbarino /Second— Boardmember Gonzalez: to approve Consent Calendar Item no. 4. AYES: Boardmembers Addiego, Gonzalez, Matsumoto and Vice Chairman Garbarino. NOES: None. ABSTAIN: Chairman Mullin, Absent: None. ADMINISTRATIVE BUSINESS 5. Resolution No. 5 -2011 Approving the acquisition of property located at 636 El Camino Real; approving the disposition of such property pursuant to ground leases to two Mid - Peninsula Housing Corporation affiliates; approving the report required in connection with such disposition by Health and Safety code section 33433; approving the provision of loans for development of the property; approving the form of the Loan Agreements, Promissory Notes, deeds of trust, Affordable Housing Regulatory Agreements and deeds of trust to be subordinated to construction lenders; authorizing the regulatory agreements and deeds of trust to be subordinated to construction lenders; adopting findings in connection with the foregoing transactions; authorizing the execution of an easement and joint use agreement; and authorizing the execution of a master lease for the retail /commercial space to be developed on the property. Consultant Sanchez presented the staff report recommending acquisition and disposition of property and approving other agreements related to the property located at 636 El Camino and the location of the proposed Mid - Peninsula Housing Project. In response to questions from the Agency, Consultant Sanchez explained the funding committed by the Agency and explained that irrespective of future Redevelopment legislation at the state level the action tonight should be binding. Chairman Mullin advised of a disconnect in communication between the School District and Mid Pen on the Project. He requested that Mid -Pen continue to reach out to the School District to minimize disruption during the construction phase and after. Motion— Boardmember Addiego /Second— Boardmember Matsumoto: to approve Resolution No. 5 -2011. Unanimously approved by voice vote. ADJOURNMENT Being no further business, Chairman Addiego adjourned the meeting at 6:56 p.m. Submitted by Approved[: • s a Jo artine • - • Kevin Mullin, Chairman City of South San Francisco City of South San Francisco REGULAR REDEVELOPMENT AGENCY MEETING FEBRUARY 9, 2011 MINUTES PAGE 2 Listing of RDA Payments for Council Review � s,�,� IFIR.. a '7 c...,FO. „....„, I certify that the payments shown on this payment register are accurate and sufficient funds were available for payment.* DATED C &1 it( 1F ANCE DIRECTOR *Note: Items below do not include payroll related payments Checks: Date Amount 02/04/11 7,991.25 02/09/11 22,081.24 02/11/11 31,837.66 02/16/11 36,132.47 02/18/11 17,751.29 02/23/11 2,136.90 02/25/11 10,675.60 03/02/11 7,500.00 Electronic Payments: Date Amount To Description 02/25/11 39,332.41 Bank of New York RDA Debt Service 02/25/11 1,465,855.97 Bank of New York RDA Debt Service Total Payments $ 1,641,294.79 2 / y 0 c \ 1 \ CO 0 I U 2 z co _ ƒ 0 0 z 0 $ 0 Ct� } 2\ 0 §% u >_ I- §2% E i \ <\ E 0 E _ / a) % 0 5 / $§ 0 I £ I/ w ce 0 0 u) > k %W2 z I Z' b U cr) z ® to %£ 0 \ / E a N 4 k � cu - i— co > k 1 — z a I- 0 ill J • �2 > a� N 0 O 0 K .6 § 2 cri _0 ® 2 0 k > 2 a 0 k§ cd \ ILI I \ 0 � a ■ .1 w Z z co g T- z W $ 2 E $ § o z § 0 J z « cn % \ o w 0 co - n_ CO \ g CO ± CO CO CO � MI o o \ 0 0 CO k 0 # > w — « 0 - 3 = R w $ ƒ \ — E I 2 m $ k \ .- Z 0 G wi m� / 11 - y = O§ 0 2 as w 0 / f 8 N R 0 o LL w O z < m o % 0 a = .5 I ° W ® � I > 0 co fp2 > ƒ I ± W 2 z O a § of U \ Z R $ g £ 0 $ o k k k // � cv c4 K� 0 e co z ct e z a � a. � w Z 2% O O § _ qs o \% Uit■ 2 w Q $ % a O Lu - k 0 0 k ca 2 ca • u n L / < 2 $ e 0 0 2 2 $ / § O w 0 k O M' « U m u- Et a Z 1 . 1 . 1 2 _ uj a § § o / 0 w § 2 o z ti LL z % { o > 13 $ 1- > a CO It M M M M M ,- N- N- h CO M CO N Cr) CO CO M C') CO CO r- 0) 0) 0 Nr M CO N N 0, C)) 0) C)) 0) CO CO CO 0) 0) Q) O CA 0) O U CO w O O O O O O O O O O O O O O O W N N N N N N N N N N N N N N CD 0 m d 0 0 U _ o c' co co .-- CT M Cr) l co LO n O N () '4" N O O O O O O o M o CO 0 LC) v CO > U O CI) N N N O) CA 0 U CV U L!) 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CO a = / 0 2 CO 0 2 \ 0 I / ■ \ Lu 0 / > 0 a z $ _1 .a) A- O- /\ - (0 q / _� f S/- z z aa) , < \ f i2 z ± % / 0 %Eq w n 0 /§ 0 0 -c Tv w 0 O co �/ � > 0 »W2 ? cc b g D ,/ 2 2 2 'V �� 0 k k k % c o o 10 n / E < r-' to) el E� i # 11 > 0 1- Z tu �a� (4 . 2 > �Z k 0 0z0 a co 0 2 u § U E § I- z 0 k is 0 0 S k ILI O \ \ n. 2 0 / a \ 2 0 z k UJ ƒ \ 0 0 Q 0° U w o k ca ® \ Q > 0 a a. .tH S Redevelopment Agency _ �..�...�° StaffReport DATE: March 9, 2011 TO: The Honorable Redevelopment Agency Board FROM: Jim Steele, Agency Finance Officer SUBJECT: A RESOLUTION AUTHORIZING THE TRANSFER OF FUNDS FROM REDEVELOPMENT AGENCY RESERVES TO APPROPRIATE FUNDS TO THE CITY OF SOUTH SAN FRANCISCO OPERATING AND CAPITAL BUDGETS FOR: THE AFFORDABLE HOUSING PROJECT AT 636 EL CAMINO REAL; A PROPERTY TAX REFUND; A LOAN COMMITMENT FOR AFFORDABLE HOUSING BY GIFFRA ENTERPRISES; OAK AVENUE EXTENSION PROJECT; THE MILLER AVENUE PARKING GARAGE; AND THE OYSTER POINT SPECIFIC PLAN, INCLUDING HARBOR DISTRICT PUBLIC IMPROVEMENTS RECOMMENDATION It is recommended that the Redevelopment Agency Board approve the attached resolution which authorizes the transfer of funds from Redevelopment Agency Reserves (both tax increment and bond funded) to the City of South San Francisco for the operating and capital budgets for fiscal year 2010 -11, in accordance with actions taken at the Special City Council and Redevelopment Agency Board Meeting on March 2, 2011. B AC KGROUND/DIS CUS S ION At the March 2, 2011 Special Meeting of the City Council and the Redevelopment Agency Board, the Board made various findings and approved various expenditures for use of the Redevelopment Agency funds. Not all of the items approved had language in their resolutions explicitly appropriating funds into the budget. Approval of the attached resolution will therefore formally approve the transfer of funds to the City of South San Francisco's operating and capital budgets, in accordance with the actions already taken by the Board on March 2, 2011. FISCAL IMPACT The items on the attached resolution will transfer a total of $58,134,890 from the Redevelopment Agency Reserves, both tax increment and bond funded, to be appropriated in the City of South San Francisco's operating and capital budgets in accordance with the actions taken by the Board on March 2, 2011. Redevelopment Agency Staff Report Resolution Authorizing the Transfer of Funds from the Agency to the City of South San Francisco Operating and Capital Budgets to Reflect Actions Taken at a Special Board Meeting on March 2, 2011 March 9, 2011 Page 2 of 2 By: 40 ' Approve Ji lteele BIrr M. Nage A: - ncy Finance Officer Executive Director Attachment: Resolution RESOLUTION NO REDEVELOPMENT AGENCY OF THE OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZNG THE TRANSFER OF REDEVELOPMENT AGENCY FUNDS TO AMEND THE CITY OF SOUTH SAN FRANCISCO BUDGET TO APPROPRIATE FUNDS FOR: THE AFFORDABLE HOUSING PROJECT AT 636 EL CAMINO REAL; A PROPERTY TAX REFUND; A LOAN COMMITMENT FOR AFFORDABLE HOUSING BY GIFFRA ENTERPRISES; OAK AVENUE EXTENSION PROJECT; THE MILLER AVENUE PARKING GARAGE; AND THE OYSTER POINT SPECIFIC PLAN, INCLUDING HARBOR DISTRICT PUBLIC IMPROVEMENTS WHEREAS, on March 2, 2011 the Agency Board ( "the Board ") of the Redevelopment Agency of the City of South San Francisco ( "the Agency ") made findings and took actions related to various projects, including the use of Agency funds; and WHEREAS, the Board on March 2, 2011 also approved expenditures for projects in these amounts: Merged Housing All RDA RDA Funds Funds Affordable Housing Project at 636 El Camino 5,887,587 4,101,413 9,989,000 Genentech propery Tax Refund (NTE) 10,000,000 _ _ - 10,000,000 Giffra Loan Commitment 2,500,000 _ - 2,500,000 Oak Ave. Improvements 12,546,416 _ - 12,546,416 Miller Ave. Parking Structure 2,487,000 - 2,487,000 Oyster Point and Harbor District Public Improvements 20,612,474 - 20,612,474 Total Budget Amendment: 54,033,477 4,101,413 58,134,890 AND WHEREAS, a formal budget amendment is needed to transfer the funding for, and appropriate these expenditures into the 2010 -11 City of South San Francisco Operating and Capital budgets. NOW, THEREFORE, BE IT RESOLVED by the Board that it hereby it hereby authorizes transferring funding to the City of South San Francisco's operating and capital budgets for fiscal year 2010 -11 for purposes of appropriating the expenditure items listed above 1 totaling $58,134,890, funded from Redevelopment Reserves consisting of both tax increment and bonds; and ALSO, BE IT RESOLVED, that the Agency Finance Officer is authorized to represent these budgets, and any related encumbrances, contracts, and agreements on the Agency's books in the manner that most readily expresses the intentions of the Board consistent with generally accepted accounting practices, including, but not limited to:: inserting the appropriations into either the operating or the capital budgets; encumbering and carrying forward those budgets to fiscal year 2011 -12 if funds are still unspent as of June 30, 2011; and moving project funding between bond and tax increment as appropriate for the specific project expenditures listed above as may be needed to comply with federal tax law and bond covenants I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Board of the Redevelopment Agency of the City of South San Francisco at a meeting held on the day of , 2011 by the following vote: AYES: NOES: ABSTAIN: ABSENT: _ ATTEST: Agency Secretary 2 Redevelo ment A enc p Agency „ ` StaffReport " FR 0 A DATE: March 9 2011 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ADOPTING FINDINGS REQUIRED BY CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445; APPROVING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE ACQUISITION OF REAL PROPERTY BY THE CITY OF SOUTH SAN FRANCISCO; AUTHORIZING EXECUTION OF AN OWNER PARTICIPATION AGREEMENT WITH THE CITY OF SOUTH SAN FRANCISCO; AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT WITH GONZALEZ FAMILY TRUST; AND AUTHORIZING THE APPROPRIATION OF $9,000,000 FOR THE ACQUISITION OF PROPERTY RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt a resolution adopting findings required by California Health and Safety Code Section 33445; approving the expenditure of tax increment funds for the acquisition of real property by the City of South San Francisco; authorizing execution of an owner participation agreement with the City of South San Francisco; authorizing the execution of a purchase and sale agreement with Gonzalez Family Trust; and authorizing the appropriation of $9,000,000 for the acquisition of property BACKGROUND/DISCUS SION The recent listing of the properties at 315, 401, 411, 421 Airport Boulevard, 405 Cypress Avenue and a vacant lot on Miller Avenue has given the Redevelopment Agency the opportunity to acquire key sites in the downtown (see Exhibit 1). The combined lots are approximately 2.18 acres (94,814 square feet) and would be ideal for several major developments in the Downtown. If successful in acquiring all of the proposed parcels, the Agency would be able to ensure the development of high quality mixed -use projects along Airport Boulevard. Per the Downtown Strategy prepared by Van Meter Williams Pollack, the sites would accommodate up to 65 residential units, 21,000 square feet of retail, 114,200 square feet of commercial /office space and 468 parking spaces (see Exhibit 2). Staff Report Subject: Purchase and Sale Agreement for 315, 401, 411, 421 Airport Boulevard, 405 Cypress Avenue and vacant lot APN 012 - 314 -220 Page 2 At this time, staff is recommending that the Redevelopment Agency Board authorize the Executive Director to execute an Owner Participation Agreement between the Redevelopment Agency and the City of South San Francisco and a Purchase and Sale Agreement for the acquisition of 315, 401, 411, 421 Airport Boulevard, 405 Cypress Avenue and a vacant lot on Miller Avenue for $9,000,000. The appraisal reports commissioned by the Agency and the property owner indicate the agreed upon prices are fair purchase prices for the properties. The size and improvements on each property are as follows: • 315 Airport Blvd. contains the main Ford showroom and occupies the entire 22,808 square foot lot. The building is vacant. • 401 Airport Blvd. is a 12,676 square foot property on the north -west corner of Airport and Miller and contains a small 1,130 square foot building. The building is vacant. • 411 Airport Blvd. is an L shaped lot and contains a 10,259 square foot building occupying the entire lot. The building is occupied by a month -to -month tenant and is used for storage only. • 421 Airport Blvd. is a 22,808 square foot vacant lot. • 405 Cypress Avenue is a 8,763 square foot vacant lot. • The vacant lot on Miller Avenue is 17,500 square foot. The purchase and sale agreement for the combined properties (or individual properties) contains a provision that the Agency's offer is conditioned upon a Phase I Environmental Report showing the properties are in satisfactory condition, title to the land is in satisfactory condition and an inspection by the City's Building Official shows the buildings are in satisfactory condition. FUNDING Funds are available to acquire the proposed parcels upon Agency Board approval of a budget amendment to the Agency's Operating Budget CONCLUSION In conclusion, the proposed lot assemblage, combined with other Downtown projects underway or under consideration will have a transformative affect on the Downtown. It is recommended that the Redevelopment Agency Board adopt a resolution adopting findings required by California Health and Safety Code Section 33445; approving the expenditure of tax increment funds for the acquisition of real property by the City of South San Francisco; authorizing execution of an owner participation agreement with the city of south San Francisco; authorizing the execution of a purchase and sale agreement with Gonzalez Family Trust; and authorizing the appropriation of $9,000,000 for the acquisition of property. Staff Report Subject: Purchase and Sale Agreement for 315, 401, 41 1, 421 Airport Boulevard, 405 Cypress Avenue and vacant lot APN 012 -314 -220 Page 3 By: -71 Approved: �ti — Marty Van Duyn Barry M. Nagel Y g Assistant Executive Director t) Executive Directo4' Attachment: Resolution Purchase and Sale Agreement Exhibit 1 Exhibit 2 Owner Participation Agreement RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ADOPTING FINDINGS REQUIRED BY CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445; APPROVING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE ACQUISITION OF REAL PROPERTY BY THE CITY OF SOUTH SAN FRANCISCO; AUTHORIZING EXECUTION OF AN OWNER PARTICIPATION AGREEMENT WITH THE CITY OF SOUTH SAN FRANCISCO; AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT WITH THE GONZALEZ FAMILY TRUST; AND AUTHORIZING THE 'APPROPRIATION OF $9,000,000 FOR THE ACQUISITION OF PROPERTY 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. ( "CRL "); and WHEREAS, the City Council of the City of South San Francisco ( "City ") established the Downtown/Central Redevelopment Project (the "Project Area ") and adopted the Redevelopment Plan for the Project Area (the "Redevelopment Plan "); and WHEREAS, the Gonzalez Family Trust, David J. Gonzales, Trustee and Florida G Gonzalez, Trustee ( "Owner "), owns certain real property located in San Mateo County, California, located at 315 Airport Boulevard (APN No. 012 -318 -080), 405 Cypress Avenue (APN No. 012 - 314 -100), 401 Airport Boulevard (APN No. 012- 317 -110, 411 Airport Boulevard (012- 317 -100), 421 Airport Boulevard (APN No. 012 -317 -090), and 216 Miller Avenue (012- 314 -220) in the City of South San Francisco (collectively, the "Property "); and WHEREAS, Owner desires to the sell the Property to City; and WHEREAS, City desires to acquire the Property, and Agency seeks development of the Property consistent with the Redevelopment Plan and Agency's owner participation rules; and WHEREAS, City desires to develop and construct public amenities on the Property that will facilitate redevelopment of the Project Area and alleviate blight; and 1604890.2 1 WHEREAS, pursuant to CRL Section 33205, Agency is authorized to delegate to City any of the powers or functions of Agency with respect to the undertaking of a redevelopment project, and City is authorized to carry out and perform such powers and functions; and WHEREAS, pursuant to CRL Sections 33220 and 33437, City is authorized to (i) become obligated to use property for the purposes specified in the Redevelopment Plan and the owner participation rules, and (ii) comply with the covenants, conditions and restrictions imposed by Agency in order to prevent speculation and carry out the purposes of the CRL and the Redevelopment Plan; and WHEREAS, pursuant to CRL Section 33445(a), Agency, with the consent of City, is authorized to pay for all or a part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvement that is publicly owned and is located inside or contiguous to the Project Area, provided that City finds: (i) the acquisition of the Property, and improvements thereon, are of benefit to the Project Area, (ii) no other reasonable means of financing the acquisition of the Property is available to City; and (iii) the payment of redevelopment funds for the value of the Property will assist in the elimination of one or more blighting conditions inside the Project Area, and will be consistent with the Implementation Plan adopted by Agency; and WHEREAS, to facilitate the redevelopment of the Project Area and the Property, Agency desires to pay for City's acquisition of the Property, and City desires to acquire the Property, subject to the terms and conditions of an Owner Participation Agreement ( "OPA "), which are designed to ensure that the redevelopment of the Property is carried out in accordance with the Redevelopment Plan; and WHEREAS, City has heretofore authorized by resolution the expenditure of redevelopment funds finding that: (i) the acquisition of the Property, and improvements thereon, are of benefit to the Project Area, (ii) no other reasonable means of financing the acquisition of the Property is available to City; and (iii) the payment of redevelopment funds for the value of the Property will assist in the elimination of one or more blighting conditions inside the Project Area, and will be consistent with the Implementation Plan adopted by Agency; and WHEREAS, Agency and City desire to enter into a purchase and sale agreement with Seller setting forth the terms and conditions for the acquisition of the Property by City ( "PSA "); and WHEREAS, pursuant to State CEQA Guidelines Sections 15061(b)(3) and 15378(b)(4), approval of the OPA, the Assignment Agreements and the grant deeds, and the transfer of the Property, is not a project subject to the California Environmental Quality Act ( "CEQA "), because a "project" requiring CEQA review, is an activity that has the potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment, which the approval of agreements and transfer of property does not; and WHEREAS, the City and /or Agency has already certified Environmental Impact Reports, which consider the environmental impacts of the public improvements completed or 1604890.2 2 contemplated for the Property, including the following Environmental Impact Reports, each of which is expressly relied upon for this action, pursuant to CEQA Guidelines Section 15152, and available for review during normal business hours at the City of South San Francisco, Planning Division, 315 Maple Avenue, South San Francisco, CA 94080: (i) General Plan EIR, (ii) General Plan Update EIR, and (iii) Redevelopment Plan for the Downtown / Central Redevelopment Project EIR; and WHEREAS, development of the Property will be subject to future CEQA review to the extent that impacts of such development have not already been adequately analyzed in the General Plan EIR, General Plan Update EIR, or Redevelopment Plan for the Downtown / Central Redevelopment Project EIR; and WHEREAS, the Agency Board of Directors has duly considered all of the terms and conditions of the proposed PSA and OPA and believes that the acquisition of the Property by City pursuant to the PSA and OPA is in the best interests of the City of South San Francisco and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; NOW THEREFORE BE IT RESOLVED that the Redevelopment Agency of the City of South San Francisco hereby 1. Finds that the foregoing Recitals are true and correct and made a part of this Resolution. 2. Finds that the transfer of the Property in accordance with the OPA will assist in the elimination of blight in the Project Areas, will further the goals of the Redevelopment Plans, and will be consistent with the implementation ;plans adopted in connection therewith. 3. Finds that (i) the expenditure of tax increment funds to acquire the Property as set forth in this Resolution and the Implementation Plan will be of benefit to the Project Area, (ii) no other reasonable means of financing the Project is reasonably available, (iii) acquisition of the Property will eliminate blighting conditions in the Project Area; and (iv) acquisition of the Property is consistent with the Implementation Plan. 4. Authorizes the Executive Director to execute the OPA and PSA substantially in the forms on file with the Agency Secretary, and to make revisions to such documents, subject to the approval of Agency Counsel, which do not materially or substantially increase the Agency's obligations thereunder. 5. Authorizes the Executive Director to appropriate an amount not to exceed Nine Million Dollars ($9,000,000) of unallocated funds in the budget for acquisition of the Property by City and appropriate funds necessary for costs related to the acquisition of the Property. 6. Authorizes the Executive Director to execute such other instruments and to take such other actions as necessary to carry out the intent of this Resolution. 1604890.2 3 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 9th day of March, 2011 by the following vote: AYES: NOES: ABSTAIN: ABSENT: _ ATTEST: _ Agency Secretary 1604890.2 4 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement ") is entered into effective as of , 20 (the "Effective Date ") by and among the Gonzalez Family Trust, ( "Seller "), the City of South San Francisco, a municipal corporation ( "Buyer "), and the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ( "Agency "). Seller, Buyer and Agency are hereinafter referred to as the "Parties." WHEREAS, Seller is the owner of that certain real property in San Mateo County, California, located at 315 Airport Boulevard (APN No. 012 -318 -080), 405 Cypress Avenue (APN No. 012 - 314 -100), 401 Airport Boulevard (APN No. 0 [2-317-110, 411 Airport Boulevard (012- 317 -100), 421 Airport Boulevard (APN No. 012 -317 -090), and 216 Miller Avenue (012- 314 -220) in the City of South San Francisco, 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 Seller's right, title and interest in and to: (i) the Land, (ii) all improvements located on the Land ( "Improvements "), (iii) all non- moveable equipment and fixtures located on the Land or in the Improvements, (iv) the personal property identified in this Agreement or the Exhibits hereto, and (v) 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, pursuant to California Health and Safety Code Section 33445(a), the Agency is authorized to pay for pay all or a part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvement that is publicly owned and is located inside or contiguous to the project area; 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; and WHEREAS, the Agency and the Buyer have heretofore executed that certain Owner Participation Agreement setting forth the acquisition and development of the Property pursuant to the Redevelopment Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to Sell 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. Purchase Price. The purchase price for the Property shall be Nine Million Dollars ($9,000,000) ( "Purchase Price "). 1605481.1 1 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 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; (b) The Redevelopment Plan for the Project Area; and (c) The items described as exception numbers in that certain preliminary report for the Property dated ; 2{ and issued by Title Company (collectively, together with such other title exceptions as Buyer may approve in writing, the "Permitted Exceptions "). Without limiting the generality of the foregoing, Seller shall convey the Property to Buyer free and clear of all monetary liens and encumbrances, including without limitation, liens relating to delinquent taxes and assessments, deeds of trust, and other security instruments. 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 Title Company located at Street CA 1 ( "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 Deposit. 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) (the "Deposit ") into escrow in an interest bearing account for the benefit of Buyer. The Deposit, and all interest earned thereon, shall be applied to the Purchase Price at the Close of Escrow. If escrow fails to close because this Agreement is terminated in accordance with Section 13 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 to 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 ten (10) business 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 within twenty (20) days following the Effective Date. Buyer's failure to approve the Title Report within such time period shall be deemed to be a disapproval of the title exceptions. 1605481.1 2 If Buyer objects to, 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. 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 five (5) business days prior to the Close of Escrow, a title commitment for a CLTA 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 benefit and protection of Buyer, showing fee simple 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 Documents and Funds. (a) Seller. (A) By no later than two (2) business days prior to the Close 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 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) An Assignment of Leases, executed by Seller in form acceptable to Buyer, conveying to Buyer Seller's interest in the leases and rental agreements identified therein (the "Assignment of Leases "); (v) Evidence that all utilities payable with respect to the Property have been paid prorated as of the Close of Escrow; (vi) Tenant Estoppels (as described in Section 13.d); 1605481.1 3 (vii) All original leases, rental agreements and/or contracts to be assumed by Buyer; (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 Close of Escrow, Seller shall deposit into escrow irmediately available funds in the amount necessary to pay: (i) funds in the amount necessary to pay Seller's share of closing costs and the cost of the Title Policy in accordance with Section 9 below; and (ii) all costs and expenses payable pursuant to Section 25 below. (b) Buyer and Agency. (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) If applicable, the Assignment of Leases, executed by Buyer; (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, Agency shall deposit into escrow immediately available funds in the amount equal to: (i) the Purchase Price (less the Deposit) as adjusted by any prorations between the Parties; and (ii) funds in the amount necessary to pay Buyer's share of closing costs and the cost of the Title Policy in accordance with Section 9 below. 1605481.1 4 8. Close of Escrow. The Parties intend to close escrow by 20 , provided that all of Buyer's conditions to closing (described in Sections 11 and 13 below) have been satisfied by such date, 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 applicable, the Bill of Sale, Assignment of Leases, and the Assignment of Contracts, each executed by Seller. Possession of the Property shall be delivered to Buyer at the Close of Escrow. 9. Closing Costs. Each Party shall pay one -half (1/2) of all escrow fees. Seller shall pay all governmental transfer taxes and conveyance fees and Buyer will pay all recording fees. Seller will pay the cost of the Title Policy; however, if Buyer elects to purchase an ALTA policy, Buyer will pay the incremental additional premium for such policy and the cost of any required survey. 10. Prorations. 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. 11. Buyer's Conditions 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 Title Policy in the form required by Buyer pursuant to Section 6, subject only to the Permitted Exceptions; (iv) Buyer's approval of the condition of the Property and other matters pursuant to Section 13; 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 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 law or in equity. 12. Studies, Reports and Investigations. Seller agrees to make available to Buyer within two (2) business days following the Effective Date, any and all correspondence with governmental agencies, information, studies, reports, investigations, contracts, licenses, leases, rental agreements and other documents concerning or relating to the Property which are in Seller's possession or which are reasonably available to Seller (collectively, "Property Documents "), including without limitation any CC &Rs affecting the Property and any analyses, 1605481.1 5 surveys, environmental site assessments, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials (defined in Section 17.1) in, on, under or about the Property and the compliance by the Property with Environmental Laws (as defined in Section 17.1). 13. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is conditioned upon Buyer's review and approval of the condition of the Property and the Property Documents (defined in Section 12) pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the forty -fifth (45th) 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 and analysis of the Property Documents, including without limitation (i) review and analysis of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Materials, 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 and the date for Close of Escrow for up to twenty (20) 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 or Property Documents provided by Seller, all contracts, leases, licenses, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable laws and regulations. (c) Rent Roll; Tenant Leases. Within five (5) business days following the Effective Date, Seller 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, Seller 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 "). 1605481.1 6 (d) Estoppel Certificates. No later than ten (10) 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. (e) Assignment of Contracts. At Close of Escrow, Seller shall deliver to Buyer an assignment of contracts in form and substance satisfactory to Buyer pursuant to which Seller shall assign to Buyer those 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 13(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 law or in equity. 14. Right of Entry. Prior to Close of Escrow, Buyer and Buyer's employees and agents, consultants, and contractors shall have the right, upon reasonable notice to Seller, to enter upon the Property and the Improvements for the purpose of conducting inspections, surveys, testing and examination (including without limitation soils, engineering and groundwater testing) of the Property. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property, 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 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, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's and Buyer's employees' and 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. 1605481.1 7 16. Seller's Representations and Warranties. Seller represents and warrants to Buyer that the statements set forth in this Section 16 are true and correct as of the Effective Date, shall be true and correct as of the Close of Escrow, and shall survive the Close of Escrow. 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 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. The indemnity, defense and hold harmless provisions of this Section shall survive the Close of Escrow and the expiration or termination of this Agreement. (i) Authority; Due Execution; Enforceability. Seller has the full right, power and authority to execute, deliver and perform all obligations of Seller under this Agreement and all other instruments delivered or to be delivered by Seller prior to the Close of Escrow (collectively, the "Documents "), and the execution, performance and delivery of this Agreement and the Documents by Seller have been duly authorized by all requisite actions. The persons executing this Agreement and the Documents on behalf of Seller have been duly authorized to do so. This Agreement and the Documents constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms. (ii) No Conflict. Seller's execution, delivery and performance of its obligations under this Agreement and the Documents will not constitute a default or a breach under any contract, agreement or order to which Seller is a party, by which Seller is bound, or which affects the Property or any part thereof. Without limiting the generality of the foregoing, the sale of the Property pursuant to this Agreement does not violate the terms of any partnership, limited liability company agreement, or other agreement to which Seller or any of the individuals comprising Seller is a party, nor is the consent of any third party required for the sale of the Property pursuant to this Agreement. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Seller to perform its obligations under this Agreement or any Documents. (iv) No Bankruptcy. Seller is not the subject of a bankruptcy or insolvency proceeding. (v) Title. This Agreement and the Documents are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property. To the best of Seller's actual knowledge, no person or entity has any right, title or interest in or to the Property or any portion thereof other than as set forth in the Title Report. (vi) Governmental Compliance. To the best of Seller's actual knowledge, except as disclosed in writing to Buyer, Seller and the Property are in compliance with all zoning laws, 1605481.1 8 building codes, environmental laws and all other laws, ordinances, rules, requirements, resolutions, policy statements and regulations of any governmental authority having jurisdiction over the Property. Except as disclosed in writing to Buyer, 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. (vii) Non - Foreign Certification. Seller is not a "foreign person" for purposes of Section 1445 of the Internal Revenue Code of 1986, as amended, and any regulation promulgated thereunder, and Seller is a resident taxpayer in the State of California for purposes of Revenue and Taxation Code Section 18662. (viii) Agreements Affecting Property. Except as disclosed in writing to Buyer, no oral or written 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. (ix) Litigation; Condemnation. There are no pending, or to Seller's best knowledge, threatened, actions suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property. There are no pending or to Seller's best knowledge threatened, condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof. (x) Disclosure. Seller has disclosed all material facts known to Seller concerning the Property. All information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete. 17. Hazardous Materials. 17.1 Definitions (a) Hazardous Materials. As used in this Agreement, "Hazardous Materials" 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 (defined below) as a "hazardous substance ", "hazardous material ", "hazardous waste ", "extremely hazardous waste ", infectious waste ", toxic substance ", toxic pollutant ", 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 Materials" shall also include asbestos or asbestos - containing materials, 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, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws. 1605481.1 9 (b) Environmental Laws. As used in this Agreement, "Environmental 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 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 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. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right -to -Know Act (42 U.S.C. § 11001 et seq.), the Porter - Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter- Presley - Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.). 18. Environmental Condition of the Property. Seller acknowledges that California Health & Safety Code Section 25359.7 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, as of the Effective Date and as of the Close of Escrow: (a) the Property is free and has always been free of Hazardous Materials and is not now and has never been in violation of any Environmental Law; (b) there are no buried or partially buried storage tanks or piping located on the Property; (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) no toxic or hazardous chemical(s), waste, substances or Hazardous Materials 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; 1605481.1 10 (f) Seller is not aware of any Hazardous Materials that may be migrating onto the Property from off -site sources; (g) the Property has never been used as a dump or landfill; (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 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) there are no land use controls or other restrictions (other than zoning limitations) that would prohibit certain uses on the Property; and (k) Seller has disclosed all material facts concerning the environmental condition of the Property. 19. Environmental Indemnity. To the fullest extent allowed by law, Seller agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to Buyer), and hold Buyer and the Agency, and their respective elected and appointed officers, officials, employees, agents, consultants and contractors harmless from and against any and all claims (including without limitation third party claims for personal injury, real or personal property damage, or damages to natural resources), actions, administrative proceedings (including without limitation both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs (including without limitation any and all costs relating to investigation, assessment, analysis or clean up of the Property), liabilities (including without limitation sums paid in settlements of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including without limitation any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), together with all other costs and expenses of any kind or nature (collectively, the "Costs ") that arise directly or indirectly from or in connection with the presence, suspected presence, release, or suspected release, of any Hazardous Materials in, on or under the Property or in or into the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under or within the Property, or any portion thereof, except those Costs that arise solely as a result of actions by Buyer. The indemnification provided pursuant to this Section shall specifically apply to and include claims or actions brought by or on behalf of employees of Seller or any of its predecessors in interest and Seller hereby expressly waives any immunity to which Seller may otherwise be entitled under any industrial or worker's compensation laws. In the event the Buyer suffers or incurs any Costs, Seller shall pay to Buyer the total of all such Costs suffered or incurred by the Buyer upon demand therefore by Buyer. The indemnification provided pursuant to this Section shall include, without limitation, all loss or damage sustained by the Buyer due to any Hazardous Materials: (a) that are present or suspected by a governmental agency having jurisdiction to be present in the Property or in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the 1605481.1 11 Property (or any portion thereof) or to have emanated from the Property, or (b) that migrate, flow, percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under, or within the Property (or any portion thereof) after the date of this Agreement as a result of Seller's or its predecessors' activities on the Property. The provisions of this Section shall survive the termination of this Agreement and the Close of Escrow. 20. 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 arising from or in connection 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 regulation pertaining to Hazardous Materials. This Section 20 shall survive the termination of this Agreement and the Close of Escrow. 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: 21. Seller's Covenants. Seller covenants that from the Effective Date and through the Close of Escrow, Seller: (i) shall not create or 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; (v) shall make no material alteration to the Property or the Improvements without Buyer's prior written consent; and (vi) shall immediately notify Buyer if Seller becomes aware of a factual basis for any 1605481.1 12 condemnation, environmental proceeding, special assessment proceeding, zoning action, land use or other litigation or proceeding against Seller or the Property that could detrimentally affect the Property or the use, ownership, development, sale or value of the Property. 22. 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 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. 23. Damage 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 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 insurer(s) in connection with the damage or loss to the Property, 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 into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. 24. 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 PURCHASE THE PROPERTY, THAT THE DEPOSIT (DEFINED IN SECTION 5) 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 IN LAW OR AT EQUITY FOR BUYER'S DEFAULT. Buyer's Initials Seller's Initials 1605481.1 13 25. 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 adopted in connection with the foregoing, and applicable local rules and regulations relating to residential and commercial relocation (all of the foregoing, as such may be amended, collectively, "Relocation Laws "). Without limiting the generality of the foregoing, Seller agrees to: (i) provide Buyer with an accurate listing 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 Buyer 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 Agency 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 25 shall survive the Close of Escrow and the expiration or termination of this Agreement. 26. General Provisions. 26.1 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 other than as stated in this Section 26.1. 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. Seller is represented by Richard Poletti of Poletti Realty. Seller will pay a commission or brokerage fee to such parties pursuant to a separate agreement. Buyer shall have no obligation to pay any such commission, brokerage fee or other compensation. 26.2 Assignment. Buyer shall have the right to assign all rights and obligations under this Agreement to any party and Seller's approval of any such assignment shall not be necessary. 1605481.1 14 26.3 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: City of South San Francisco City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: City Manager Telephone: (650) 829 -6620 Facsimile: (650) 829 -6623 with a copy to: Meyers, Nave, Riback, Silver & Wilson 575 Market Street, Suite 2600 San Francisco, CA 94105 Attention: Steven Mattas, Esq. Telephone: (415) 421 -3711 Facsimile: (415) 421 -3767 Seller: Telephone: Facsimile: 1605481.1 15 26.4 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 and other costs, in addition to any other relief to which such Party may be entitled. 26.5 Waivers; Modification. No 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. 26.6 Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 26.7 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 18., the indemnities provided in Sections 16, 19, 25 and 26.1 and the release provided in Section 20 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to Buyer. 26.8 Captions; Construction. The section headings used herein are solely for convenience and shall not be used to interpret this 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 had prepared it. 26.9 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. 26.10 Entire Agreement. This Agreement, including Exhibits A and B 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 hereof. 1605481.1 16 26.11 Severabilitv. 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. 26.12 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. 26.13 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. 26.14 Non - Liabilitv of Officials, Emploveps 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. 26.15 Time of the Essence. Time is of the essence for each condition, term, obligation and provision of this Agreement. 26.16 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 this 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 of this Agreement. 26.17 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. 26.18 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. 26.19 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. 1605481.1 1 7 26.20 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SIGNATURES ON FOLLOWING PAGE(S) 1605481.1 18 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. BUYER: AGENCY: CITY OF SOUTH SAN FRANCISCO, REDEVELOPMENT AGENCY a municipal corporation OF THE CITY OF SOUTH SAN FRANCISCO, a public body corporate and politic By: B y : Barry M. Nagel Banry M. Nagel City Manager Executive Director ATTEST: ATTEST: B By City Clerk Agency Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: By: By City Attorney Agency Counsel SELLER: GONZALEZ FAMILY TRUST SELLER: GONZALEZ FAMILY BY: DAVID J. GONZALEZ, TRUSTEE TRUST By: BY: FLORIDA G. GONZALEZ, TRUSTEE Print Name: By: Print Name: Title: Title: 1605481.1 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: 1605481.1 20 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 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) FORM OF GRANT DEED (FORD PROPERTIES) For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gonzalez Family Trust (the "Grantor ") hereby grants and conveys to the City of South San Francisco, a municipal corporation (the "Grantee "), the real property (the "Property ") located in the City of South San Francisco at _ , designated as San Mateo County Assessors Parcel Nos. and more particularly described in Exhibit A attached hereto and incorporated in this grant deed ( "Grant Deed ") by this reference. 1. Owner Participation Agreement. The Property is conveyed subject to the Redevelopment Plan for the Downtown/Central Redevelopment Project (the "Redevelopment Plan ") and that certain unrecorded Owner Participation Agreement dated as of March , 2011, entered into by and between Grantee and the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, acting to carry out the Redevelopment Plan for redevelopment purposes pursuant to the Community Redevelopment Law of the State of California (the "Agreement "). 2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used and developed solely for purposes consistent with the requirements of the Redevelopment Plan, the Implementation Plan adopted in connection therewith, the Agreement, and the City of South San Francisco General Plan, as it presently exists or may be amended. 3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Grantee covenants for itself and all persons claiming under or through it, and this Grant Deed is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision a or d of Section 12955 of the government Code, as those bases are se 1ne . in ecti. n 12'26 12926.1 sub• ivi ion m an H o ara ' ra. h 1 of ub• ivision . of 1605481.1 21 -ction 129 .... Secti • n 12955.2 of the • ve -nt _ ode in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language: (a) In Deeds, the following language shall appear: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 1295$ of the Government Code, as those bases . e de med in Section 12926 1 '2..1 subdivision (ml and na ( o f subdivision (p of Section 12955. and Se tion 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. " 2 Notwithstandin. ara.ra•h 1 _ ith res•e t to familial status ara.ra• 1 s all of be construed t • a • • l to ho in. for • lder . ersons as defi ed in Section 12955.9 of the Government Codb. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and s • divi ions n__ o _ and • of ec ion 2•5 of the Government Code shall apply to naraera1011 (b) In Leases, the following language shall appear: "(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. 1605481.1 22 2 s 'ths • din .. ra • 1 wi . re • ect o amilial st. s _._• . sh_ • . 1 n• t be con - • to a • • ts he si f. r older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status nothing in •_ ash 1 shall .e o t e• o a fec -c i ns .2 51. 51 4 51 10 51 1 and 799.5 of the Civil Code relatin to h usin 7 for senior citizens. Subdivision • of ect on 51 an' e ti.. 1 .0 of '1 ode . d s.bdi i ien n__o_ and • of Section 12'55 o e ove ent ode shall annl to Imo main: (c) In Contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of an basis ose bases are def s ed in ections 12'2 • on of the Government Code as 2'26.1 sus . ivision m and . ar. ' r.. h 1 of su division ( ) of Section 12955, and Section 12955.2 of the Government he n sublease, transfee or use, occupancy, tenure or enjoyment property nor shall the any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." 4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3 shall remain in effect in perpetuity. 5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 6. Bindi On Suc cessors. The covenants contained in Sections specified an this h Grant Deed od, wit regard to technical or legal classification or designation otherwise, shall to the fullest extent permitted by law and equity, the benefit binding of upon G rand s any successor in interest to the Property or any part thereof, successors and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and its successors and assigns shall have the right to exercise all rights and remedies available under law or in equity to enforce the curing of such breach. 7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in 1605481.1 23 instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any other default by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and Improvements. 9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties that the Agreement shall control. 10. Counterparts. This Grant Deed may same instrument. shall be an original and all of which taken together s hall constitute one and the SIGNATURES ON FOLLOWING PAGES. 1605481.1 24 IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this day of , 2011. GRANTOR: GONZALEZ FAMILY TRUST By: David J. Gonzalez, Trustee of the Gonzalez Family Trust By: Florida G. Gonzalez GRANTEE: FORM — DO NOT SIGN CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney SIGNATURES MUST BE NOTARIZED 1605481.1 25 Exhibit A The land situated in the State of California, County of San Mateo, City of South San Francisco and described as follows: APN: 1605481.1 26 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated , 2011, from Gonzalez Family Trust to the City of South San Francisco, a municipal corporation ( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority conferred by Resolution No. , adopted by the City Council of the City of South San Francisco on , 2011, and that the City consents to recordation of the Grant Deed by its duly authorized officer. Dated , 2011 CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: A'T1'EST: By City Clerk APPROVED AS TO FORM: By City Attorney SIGNATURES MUST BE }NOTARIZED. 1605481.1 27 STATE OF CALIFORNIA ) COUNTY OF SAN MATEO ) 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 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 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. 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 (Seal) STATE OF CALIFORNIA ) COUNTY OF SAN MATEO ) 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 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 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. 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 (Seal) 1605481.1 28 Form 10 -16 -10 1605481.1 29 Form 10 -16 -10 Exhibit 1 I 1 ° ' i ^ 1 2 -3 I 1 ,i,74-?7,.,/ OrJ Y ✓�. I ! ;Z:(',ICI 0 + i ' : { k lcJ :U i j 1 i 3' � p/ y ' ::' 17 12' -; J i+ � . .r5 I 1S , 1 i ° �J ' ) H 4. ` _ C. I 1 1 - ! 1 a i0 .2S' * ,,—, gg -t 1 ! s , I.° ' f"po r"4- 11 , } 2 j 1 r ) 1 �1 9� �d� ? ��� �J�` t J 1,f.,;1(./9...1 � It Qa 1 } l : � y Y �' Y . i 1 1 ? /1 1 LL.E1 `3 A 'E . I 1 ■ ^, # , i s ; .i_., � �. -- i , 7 — „ j •, j • k, u.. s. F:: DFr 5:5 I i I 1 1 I %, 1 -� ` 9 i ID 1 : 1 ~ i/_. i !d 1 15 /5 ` ! ,. " I ;y s.c y, . "_ - , 1 .�_ 1 ; ' T= f i 1 = µ � g"_ ;r, ..gin. r"------1 • k 3 ct. i g.,„_„, , ,, ,,,„„„ , , „.,,,.., .. , ,, , . , , , , , . ..,, I 1 . -' ,_ , .,s >> j:: to; l , ,,.. �'; 77 ' > � ? 1 A ii 1' ( t r ! ✓ i 1 1 I /1 ' t %=1 ;;',...'; VOL. 1i 2, EXHIBIT 2 any ... D • r ' 1 " 1, , \ ****,,,, . .�� No d ' Y pit si #B y g r — Usi , fr k Ce ifi3 F ; .. X71 R + � "` s > y� ''emu 1 fi "• � 1114 ' Tit aw" 4a , *4 - * .. I 4 s s '*. 0 q, , ri"" Y 414 ,,,,,,,„,... , . ,„ ,w0-y. - 0.. a ,..a ., A 41 ilk 0 F a �` f dg __e_.__ 'fix., + c . a ' r •' • 1- CZ 0 1 s Goa r t - `s+r� � s. ' r i C 1 . _ ., fa UND w � ,444 *. tr.( _ .7., ,4,..-,1,46,Tril-,=;-- ,t.....-i:. .... * 411 * .z5.,,-, * a d z ( �t * i , „ ,' � 1I j 4... s s A te . .e. .ntiEHiutin:p.r. . tin OWNER PARTICIPATION AGREEMENT (Downtown Properties) THIS OWNER PARTICIPATION AGREEMENT (this "Agreement "), dated as March , 2011 ( "Effective Date "), is entered into by and between the City of South San Francisco, a municipal corporation ( "City "), and the Redevelopment Agency of the City of South San Francisco, a public body corporate and politic ( "Agency "). Agency and City are hereinafter collectively referred to as the "Parties." RECITALS WHEREAS, pursuant to authority granted under Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.) ( "CRL "), the Agency has responsibility to implement the redevelopment plan for the Downtown/Central Redevelopment Project (the "Project Area ") adopted by the City Council of the City of South San Francisco ( "City Council") (as subsequently amended, hereafter the "Redevelopment Plan "); and WHEREAS, the Gonzalez Family Trust ( "Seller "), owns certain real property located in San Mateo County, California, located at 315 Airport Boulevard (APN No. 012 - 318 -080), 405 Cypress Avenue (APN No. 012 -314 -100), 401 Airport Boulevard (APN No. 012 -317 -110, 411 Airport Boulevard (012- 317 -100), 421 Airport Boulevard (APN No. 012- 317 -090), and 216 Miller Avenue (012- 314 -220) in the City of South San Francisco, as described in Exhibit A attached hereto and incorporated herein (the "Property "); and. WHEREAS, City desires to acquire the Property, and Agency seeks development of the Property consistent with the Redevelopment Plan and the Agency's owner participation rules; and WHEREAS, City desires to develop and construct public amenities on portions of the Property that will facilitate redevelopment of the Project Area and alleviate blight; and WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the City any of the powers or functions of the Agency with respect to the undertaking of a redevelopment project, and the City is authorized to carry out and perform such powers and functions; and WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to (i) become obligated to use property for the purposes specified in the Redevelopment Plan and the owner participation rules, and (ii) comply with the covenants, conditions and restrictions imposed by the Agency in order to prevent speculation and carry out the purposes of the CRL and the Redevelopment Plan; and 1605521.1 WHEREAS, pursuant to CRL Section 33445(a), the Agency is authorized to pay for all or a part of the value of the land for and the cost of the installation and construction of any building, facility, structure, or other improvement that is publicly owned and is located inside or contiguous to the Project Area; and WHEREAS, to facilitate the redevelopment of the Project Area and the Property, the Agency desires to pay for the City's acquisition of the Property, and City desires to acquire the Property, subject to the terms and conditions set forth herein, which are designed to ensure that the redevelopment of the Property is carried out in accordance with the Redevelopment Plan; and WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by providing for the redevelopment of the Property as more particularly set forth herein. City and Agency have determined that: (i) the acquisition of the Property, and improvements thereon, are of benefit to the Project Area, (ii) no other reasonable means of financing the acquisition of the Property is available to City; and the payment of redevelopment funds for the value of the Property will assist in the elimination of one or more blighting conditions inside the Project Area, and will be consistent with the Implementation Plan adopted by Agency. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Property Acquisition. Agency and City will enter into a Purchase and Sale Agreement, in the form attached hereto as Exhibit B and incorporated herein by this reference ( "Purchase and Sale Agreement "), for the purpose of acquiring the Property from Seller. City shall acquire and own the Property in accordance with the terms, covenants and conditions set forth herein and in compliance with the CRL, the Redevelopment Plan, Implementation Plan and the owner participation rules. 2. Project Approvals; Environmental Review. This Agreement is not intended to limit in any manner the discretion of City or Agency, as applicable, in connection with the issuance of approvals and entitlements for the Property, including, without limitation, the undertaking and completion of any required environmental review pursuant to the California Environmental Quality Act ( "CEQA ") and the National Environmental Policy Act ( "NEPA "), as applicable, and the review and approval of plans and specifications relating to the Property. Prior to approval of any project for the Property, City, acting as lead agency or co -lead agency, shall complete any environmental review required under CEQA or NEPA. 3. Conveyance of Title; Closing. Pursuant to the Purchase and Sale Agreement, conveyance of the Property shall be accomplished by the execution, delivery, and recordation of one or more grant deeds substantially in the form set forth in the Purchase and Sale Agreement. Unless this Agreement is terminated pursuant to the terms hereof or extended by mutual written consent of the Parties, the closing date for conveyance of the Property ( "Closing Date ") shall be 1605521.1 2 a date mutually agreeable to the Parties, but not later than six (6) months following the Effective Date, unless the Parties mutually agree to extend such deadline. 4. Closing Costs. Agency shall pay the cost of any policy of title insurance City elects to purchase in connection with the transactions contemplated hereby. City shall cause Seller to pay all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the conveyance of the Property to City. 5. Inspection of the Property. Prior to the Closing Date, City shall inspect the Property and examine the legal, environmental, zoning, land use, seismic, title, survey and physical characteristics and condition of the Property. City may, in its sole discretion, terminate this Agreement if, after the inspection and review of the Property, the condition of the Property does not satisfy City's approval. 6. Environmental Indemnity. To the fullest extent permitted by law, City shall cause Seller to indemnify, defend (with counsel approved by the City) and hold the City and Agency and its respective elected and appointed officials, employees, agents and representatives harmless from and against all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims ") resulting, arising, or based directly or indirectly in whole or in part, upon the presence, release, use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from the Property. The foregoing indemnity shall further apply to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws and shall include, without limitation, any Claims arising in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work ordered by a court or required by any federal, state, or local governmental agency or political subdivision. As used herein, "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body. As used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials. 7. City's Covenants. City covenants that from the Closing Date, City: (i) shall not use or develop the Property that violates the requirements of Redevelopment Plan; (ii) shall not enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be inconsistent with the Redevelopment Plan and the Implementation Plan without the prior written consent of Agency; (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 substantially in accordance with Agency's established practices. 1605521.1 3 8. Damage and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date in an amount not exceeding $50,000, City shall not be entitled to terminate this Agreement, but shall be obligated to acquire the Property as provided in this Agreement, provided that Seller agrees to: (i) assign and transfer to City 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 City on the Closing Date 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 Closing Date in an amount in excess of $50,000, City may elect either to terminate this Agreement upon written notice to Agency, or to consummate the transfer of the Property, in which case City shall cause Seller to (i) assign and transfer to City 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 City on the Closing Date the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. If City elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of City shall be returned to City, and all rights and obligations hereunder shall terminate. 9. Condemnation. If prior to Close of Escrow, a material portion of the Property is taken by eminent domain (or an action of eminent domain has been commenced against all or any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent domain powers by the City), City shall have the option to terminate this Agreement upon notice to Agency given not later than ten (10) days after City's receipt of such notice of eminent domain action. If City elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of City shall be returned to City, and all rights and obligations hereunder shall terminate. If City does not exercise such option to terminate this Agreement, City shall be entitled to negotiate for, receive, and keep, all awards, and rights to receive future awards, for such taking by eminent domain, and the transaction contemplated by this Agreement shall be consummated pursuant to the terms hereof. 10. Restrictions on Use. City pledges that City shall use, and shall permit the Property to be developed, solely for purposes consistent with the Redevelopment Plan, the Implementation Plan adopted in connection therewith, CRI. Section 33445(a) and the City's General Plan as it presently exists or may be amended. The requirements of this Section 10 shall be included in the Grant Deeds conveying the Property to City, shall constitute covenants running with the land, shall be binding on successors, and shall survive the Close of Escrow and the termination of this Agreement. 11. Obligation to Refrain from Discrimination. City shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. City covenants for itself and all persons 1605521.1 4 claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall City or any person claiming under or through. City establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. City shall include such provision in all deeds, leases, contracts and other instruments executed by City, and shall enforce the same diligently and in good faith. All deeds, leases or contracts made or entered into by City, its successors or assigns, as to any portion of the Property or the improvements located thereon shall contain the following language: (a) In Deeds, the following language shall appear: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (b) In Leases, the following language shall appear: "(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on 1605521.1 5 account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (c) In Contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." 12. Defaults and Remedies. 12.1 Default. An event of default ( "Event of Default ") shall arise hereunder if either Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (30) days, or in the case of a default which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to commence to cure the default within thirty (30) days of such default and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion within not more than ninety (90) days. 12.2 Remedies. Upon the occurrence of an Event of Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non- defaulting Party may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation of such terms and conditions, and /or seeking to obtain any other remedy consistent with the purpose of this Agreement, and may pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of this Agreement. 1605521.1 6 12.3 Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. 12.4 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default. 13. Miscellaneous. 13.1 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 To Agency: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: Executive Director To City: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager 1605521.1 7 13.2 No Brokers. Each Party hereby represents and warrants to the other Party that it has retained no broker or other party to whom a commission or finder's fee is due with respect to the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other Party harmless from and against all claims, expenses, costs, or 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. 13.3 Attorneys' Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements. 13.4 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereto. 13.5 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 Deeds, and neither the Grant Deeds 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) Agency'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) Agency and City intend that City's obligations pursuant to Sections 6, 10 and 11 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to City. 13.6 Governing 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. 13.7 Interpretation Captions. The section headings used herein are solely for convenience and shall not be used to interpret this 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 had prepared it. 13.8 Exhibits. Exhibits A through C attached hereto is incorporated herein by this reference and made a part of this Agreement. 13.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any 1605521.1 8 right to enforce any provision of this Agreement or be entitled to damages for any breach by City or Agency of any of the provisions of this Agreement. 13.10 Amendments. This Agreement may be modified or amended only by an instrument in writing executed by both City and Agency. 13.11 Assignments. This Agreement and the rights conferred hereunder may not be assigned by operation of law or otherwise absent the express written consent of the Parties. 13.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which taken together shall constitute one agreement. 13.13 Further Assurances. Agency and City 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 and /or recordation of any additional documents which may be required to effectuate the transactions contemplated hereby. 13.14 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. 13.15 Non - Liability of Officials, Employees and Agents. No member, official, employee or agent of City or Agency shall be personally liable in the event of any default or breach hereunder by either Party. SIGNATURES ON FOLLOWING PAGE 1605521.1 9 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body corporate and politic By: ATTEST: By Agency Secretary APPROVED AS TO FORM: By Agency Counsel CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney 1605521.1 10 Exhibit A PROPERTY APN # Address Descr 012- 318 -080 315 Airport Boulevard 012 -314 -100 405 Cypress Avenue 012- 317 -110 401 Airport Boulevard 012 - 317 -100 411 Airport Boulevard 012 -317 -090 421 Airport Boulevard 012- 314 -220 216 Miller Avenue 1605521.1 11 Exhibit B RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 APNs: (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) FORM OF GRANT DEED (DOWNTOWN PROPERTIES) For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Gonzalez Family Trust (the "Grantor ") hereby grants and conveys to the City of South San Francisco, a municipal corporation (the "Grantee "), the real property (the "Property ") located in the City of South San Francisco at , designated as San Mateo County Assessors Parcel Nos. and more particularly described in Exhibit A attached hereto and incorporated in this grant deed ( "Grant Deed ") by this reference. 1. Owner Participation Agreement. The Property is conveyed subject to the Redevelopment Plan for the Downtown/Central Redevelopment Project (the "Redevelopment Plan ") and that certain unrecorded Owner Participation Agreement dated as of March , 2011, entered into by and between Grantee and the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, acting to carry out the Redevelopment Plan for redevelopment purposes pursuant to the Community Redevelopment Law of the State of California (the "Agreement "). 2. Use Restrictions. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used and developed solely for purposes consistent with the requirements of the Redevelopment Plan, the Implementation Plan adopted in connection therewith, the Agreement, and the City of South San Francisco General Plan, as it presently exists or may be amended. 3. Nondiscrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Grantee covenants for itself and all persons claiming under or through it, and this Grant Deed is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision 1605521.1 12 (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. All deeds, leases or contracts made or entered into by Grantee, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language: (a) In Deeds, the following language shall appear: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (b) In Leases, the following language shall appear: "(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use 1605521.1 13 or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. "(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (c) In Contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land." 4. Term of Restrictions. The covenants contained in Section 2 regarding use of the Property shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in effect on the date of this Grant Deed. The covenants against discrimination contained in Section 3 shall remain in effect in perpetuity. 5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement; provided, however, that any successor of Grantee to the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 6. Binding On Successors. The covenants contained in Sections 2 and 3 of this Grant Deed, without regard to technical or legal classification or designation specified in this Grant Deed or otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any successor in interest to the Property or any part thereof, for the benefit of Grantor, and its successors and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and its successors and assigns shall have the right to exercise all rights and remedies available under law or in equity to enforce the curing of such breach. 1605521.1 14 7. Enforcement. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable to enforce the provisions set forth herein. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights hereunder shall not operate as a waiver of or limitation on such rights, nor operate to deprive Grantor of such rights, nor shall any waiver made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of Grantor's rights with respect to any other default by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 8. Amendment. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and Improvements. 9. Conflict. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties that the Agreement shall control. 10. Counterparts. This Grant Deed 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. SIGNATURES ON FOLLOWING PAGES. 1605521.1 15 IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this day of , 2011. GRANTOR: GONZALEZ FAMILY TRUST GONZALEZ FAMILY TRUST BY: DAVID J. GONZALES, TRUSTEE BY: FLORIDA G. GONZALES, TRUSTEE By: By: David J. Gonzales Florida G. Gonzalez, Trustee GRANTEE: FORM — DO NOT SIGN CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney SIGNATURES MUST BE NOTARIZED. 1605521.1 16 STATE OF CALIFORNIA ) COUNTY OF SAN MATEO ) 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 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 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. 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 (Seal) STATE OF CALIFORNIA ) COUNTY OF SAN MATEO ) 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 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 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. 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 (Seal) 1605521.1 17 Exhibit A to Grant Deed PROPERTY (Attach legal description.) 1605521.1 18 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated , 2011, from the Gonzales Family Trust to the City of South San Francisco, a municipal corporation ( "City "), is hereby accepted on behalf of the City by its City Manager pursuant to authority conferred by Resolution No. , adopted by the City Council of the City of South San Francisco on , 2011, and that the City consents to recordation of the Grant Deed by its duly authorized officer. Dated , 2011 CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Ai i'EST: By City Clerk APPROVED AS TO FORM: By City Attorney SIGNATURES MUST BE NOTARIZED. 1605521.1 19