HomeMy WebLinkAboutReso RDA 3-2002RESOLUTION NO. 03-2002
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION APPROVING A PURCHASE AND SALE
AGREEMENT FOR THE ACQUISITION OF PROPERTY LOCATED AT
440 COMMERCIAL AVENUE
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency")
adopted the Redevelopment Plan for the Downtown/Central Project Area (the "Plan") on July 12,
1989; and
WHEREAS, the Plan authorizes the Agency to acquire property in the Project Area for
redevelopment purposes; and
WHEREAS, at the meeting of October 9, 2002, the Agency authorized Agency Counsel to
make an offer to acquire the property located at 440 Commercial Avenue (APN No. 012-332-600)
(the "Property") based on appraised value; and
WHEREAS, the Property owners desire to sell the Property to the Agency for its appraised
value pursuant to the terms and conditions contained in the Purchase and Sale Agreement attached
hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED, that the Redevelopment Agency of the City of
South San Francisco approves the purchase of the Property at its appraised value, and authorizes the
Executive Director to execute, on behalf of the Agency, a Purchase and Sale Agreement and a
Certificate of Acceptance substantially in the form attached hereto as Exhibit A.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 13th
day of November 2002 by the following vote:
AYES:
NOES:
ABSTAIN:
Boardmembers, Joseph A. Femekes, Raymond L. Green and Karyl
Matsumoto, Vice-Chair Pedro Gonzalez and Chairman Eugene R. Mullin
None.
None.
ABSENT:
None.
ATTEST:
Clerk
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
effective as of ,2002 (the date upon which this Agreement was approved by
Buyer's Board, and hereinafter referred to as the "Effective Date") by and between Suzanne
Colombo and Virginia Colombo (hereinafter collectively referred to as "Seller") and the South
San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller
and Buyer are hereinafter referred to as the "Parties."
WHEREAS, Seller is the owner of that certain real property in San Mateo County,
California, known as APN 012-322-600, located at 440 Commercial Avenue 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, the Land together with all improvements located
thereon and all easements, hereditaments, and appurtenances belonging to or inuring to the
benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinafter, the
"Property");
WHEREAS, Buyer is a redevelopment agency existing pursuant to the Community
Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to
the authority granted thereunder, Buyer has the responsibility to carry out the Redevelopment
Plan for the Downtown Central Redevelopment Project Area ("Redevelopment Plan"); and
WHEREAS, the Property is located in an area governed by the Redevelopment Plan, and
the purchase of the Property as provided for in this Agreement is consistent with and furthers the
goals and objectives of the Redevelopment Plan.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows.
1. Aereement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase
the Property subject to the terms and conditions of this Agreement.
2. Purchase Price. The purchase price for the Property shall be Four Hundred Fifteen
Thousand Dollars ($415,000) ("Purchase Price").
3. Conveyance of Title. At the close of escrow, Seller shall convey by grant deed to
Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded
liens, encumbrances, assessments, leases and taxes except:
(a) the provisions and effect of the Redevelopment Plan;
(b) taxes for the fiscal year in which the escrow for this transaction closes, which shall be
602888-3
prorated as of the close of escrow and handled in accordance with Section 4986 of the California
Revenue and Taxation Code; and
(c) such other conditions, liens, encumbrances, restrictions and exceptions as may be
approved in writing by Buyer ("Permitted Exceptions").
4. Escrow; Escrow Instructions. Within five (5) business days following the Effective
Date, the Parties shall open an escrow to consummate thc purchase and sale of the Property
pursuant to this Agreement at the office of Title Company located at
, Santa Rosa, California ("Title Company" or "Escrow Agent") or
such other title company as may be mutually agreed upon by the Parties. Upon the opening of
escrow, the Parties shall deposit with thc 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 Deoosit. Upon the opening of escrow and in no event later than
seven (7) business days after the Effective Date, Buyer shall deposit the sum of Five Thousand
Dollars ($5,000) "Earnest Money Deposit") into escrow in an interest bearing account for the
benefit of Buyer. The Earnest Money Deposit, and all interest earned thereon, shall be applied to
the Purchase Price at the close of escrow. All amounts deposited by the Parties with the Escrow
Agent, including the Earnest Money Deposit, shall be held in escrow in an interest-bearing
account.
6. Title Documents. Within seven (7) days following the opening of escrow, Seller
shall deliver or cause to be delivered to Buyer a preliminary title report ("Preliminary Report")
on the Property issued by the Title Company, setting forth all liens, encumbrances, easements,
restrictions, conditions, pending litigation, judgments, administrative proceedings, and other
matters of record affecting Seller's title to the Property, together with copies of all documents
relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and
legible copies of all instruments referred to therein, as requested by Buyer. Buyer shall approve
or disapprove each Title Exception within seven (7) days following Buyer's receipt of the
Preliminary Report. Buyer's failure to object within such period shall be deemed to be a
disapproval of the Title Exceptions.
If Buyer objects or is deemed to have disapproved any Title Exception, Seller shall use its
best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception
no later than fourteen (14) days prior to the close of escrow and in a form that is reasonably
satisfactory to Buyer. If Seller fails to remove or satisfy any Title Exception to the satisfaction
of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement or to
accept title subject to such exception. In the event Buyer elects to terminate this Agreement, the
Eamest Money Deposit, including interest thereon, and all other funds and documents deposited
into escrow by or on behalf of Buyer shall be returned to Buyer, and all fights and obligations
hereunder shall terminate.
602888-3 2
It shall be a condition to the close of escrow that Title Company shall deliver to Buyer,
within five (5) days after Buyer has approved the Preliminary Report pursuant to this Section,
and in no event later than seven (7) days prior to the close of escrow, a title commitment for an
ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the
mount of the Purchase Price for the benefit and protection of Buyer, showing title to the
Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements
as may reasonably be requested by Buyer, and committing Title Company to issue the Title
Policy to Buyer upon the close of escrow.
7. Closin~ Documents and Funds.
(a) Seller.
(A) Within twenty-five (25) days following the opening of escrow, Seller shall
deposit into escrow all of the following:
(i) a Grant Deed, substantially in the form attached hereto as Exhibit B
("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and
marketable fee simple title to the Property, subject only to exceptions approved
pursuant to this Agreement, together with a Certificate of Acceptance in the form
shown in Exhibit B, as required by California Government Code Section 27281;
(ii) 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; and
(iii) Such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
03) Unless Seller elects to have the following charges deducted from the funds
to be distributed to Seller at close of escrow, no later than one (1) business day prior to
close of escrow, Seller shall deposit into escrow immediately available funds in the
amount necessary to pay:
(i) all governmental conveyance fees and transfer taxes;
(ii) one-half (1/2) of all title insurance and title report costs; and
(iii) one-half of all escrow fees and recording fees.
602888-3
Co) Buyer.
(A) Within twenty-five (25) days following the opening of escrow, Buyer shall
deposit into escrow all of the following:
3
(i) a duly executed and acknowledged Certificate of Acceptance
substantially in the form attached to Exhibit B; and
(ii) such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
(B) No less than one (1) business day prior to the close of escrow, Buyer shall
deposit into escrow immediately available funds in the mount, which together with the
Earnest Money Deposit plus interest thereon, if any, is equal to:
and
(i) the Purchase Price as adjusted by any prorations between the Parties;
(ii) one-half (1/2) of all title insurance and title report costs, escrow fees,
and recording fees.
8. Close of Escrow. The Parties intend to close escrow within thirty-five (35) days
following the date upon which escrow is opened, unless this Agreement is terminated pursuant to
the terms hereof. In no event shall escrow close later than December 31, 2002. The Escrow
Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of
San Marco County, California; (ii) issuing the Title Policy and delivering same to Buyer; (iii)
delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges
to be paid by or on behalf of Seller; and (iv) delivering to Buyer the original Grant Deed,
together with a conformed copy thereof indicating recording information thereon. Possession of
the Property shall be delivered to Buyer at the close of escrow.
9. Closine Costs. Each Party shall pay one-half (1/2) of all title insurance and title report
costs, escrow fees (including the costs of preparing documents and instruments), and recording
fees. Seller shall pay all governmental conveyance fees and all transfer taxes.
10. Prorations. At the close of escrow, the Escrow Agent shall make the following
prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most
recent tax bill available, including any property taxes which may be assessed after the close of
escrow but which pertain to the period prior to the transfer of title to the Property to Buyer,
regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that
constitutes a lien on the Property at the close of escrow shall be assumed by Buyer.
11. Buyer's Conditions to Closing. The close of escrow and Buyer's obligation to
purchase the Property are conditioned upon: (i) the performance by Seller of each obligation to
be performed by Seller under this Agreement within the applicable time period, or the waiver by
Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement
being true and correct as of the Effective Date and the close of escrow; (iii) the commitment by
Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions;
and (iv) Buyer's approval of the condition of the Property pursuant to Section 12.
602888-.3 4
Should any condition to closing fail to occur, excepting any such conditions that have
been waived by Buyer, Buyer shall have the fight, exercisable by giving written notice to Seller,
to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer
to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest
Money Deposit and interest thereon. The exerem ofthi right by Buyer shall not constitute a
waiver by Buyer of any other fights Buyer may have at law or in equity.
12. Buyer's Additional Conditions to Closine. Buyer's obligation to purchase the
Property is also conditioned upon Buyer's review and approval of the condition of the Property
pursuant to this Section.
(a)
Feasibility Studies. During the period commencing on the Effective Date and ending
on the twentieth (20th) day after the opening of escrow ("Due Diligence Period")
Buyer may, at Buyer's expense, undertake an inspection and review of the Property,
including without limitation (i) a review of the physical condition of the Property,
including but not limited to, inspection and examination of soils, environmental
factors, Hazardous Materials (as defined in Exhibit C attached hereto), and
archeological information relating to the Property; (ii) a review and investigation of
the effect of any zoning, maps, permits, reports, engineering data, regulations,
ordinances, and laws affecting the Property, and (iii) an evaluation of the Property to
determine its feasibility for Buyer's intended use. Buyer may consult with or retain
civil engineers, contractors, soils and geologic engineers, architects and other
specialists in its investigation, and may consult with or retain other consultants to
determine if the Property is suitable for Buyer's intended use.
If Buyer's environmental consultants require additional time to determine the
existence and extent of any Hazardous Materials on the Property, Buyer shall have
the right, exercisable by delivering written notice to Seller prior to the expiration of
the Due Diligence Period, to extend the Due Diligence Period for up to fifteen (15)
additional days to complete the testing.
(b)
Other matters. During the Due Diligence Period, Buyer may inspect, examine,
survey and review any other matters concerning the Property, including without
limitation, any and all studies or reports provided by Seller, all contracts, leases,
rental agreements and other obligations relating to the Property, and the Property's
conformity with all applicable laws and regulations. During the Due Diligence
Period, Buyer shall have the right to perform due diligence regarding the
investigation, assessment, and monitoring of the environmental condition of the
Property, and upon completion of the Due Diligence Period, unless Buyer elects to
terminate this Agreement pursuant to the terms hereof, Buyer will purchase the
Property in its "AS IS" condition as such condition exists at the end of the Due
Diligence Period.
(c) Disaooroval of Prooertv Condition. Should Buyer fail to approve the condition of
thc Property or its feasibility for Buyer's intended use in writing within five (5) days
602888-3 5
following the end of the Due Diligence Period, Buyer shall have the right, exercisable
by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and
recover any and all amounts paid by Buyer to Seller or deposited with the Escrow
Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest
thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of
any other rights Buyer may have at law or in equity.
13. Studies, Reports and Invesfivations. Seller agrees to make available to Buyer
within five (5) business days following the Effective Date, any and all information, studies,
reports, investigations, contracts, leases, rental agreements and other obligations concerning or
relating to the Property which are in Seller's possession or which are reasonably available to
Seller, including without limitation surveys, studies, reports and investigations concerning the
Property's physical, environmental or geological condition, habitability, or the presence or
absence of Hazardous Materials in, on or under the Property and the compliance by the Property
with Environmental Laws (as defined in Exhibit C).
14. Rit, ht of Entry. Prior to close of escrow, Buyer and Buyer's agents shall have the
right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting,
examining, surveying and reviewing the Property in accordance with Section 12. Buyer's
inspection, examination, survey and review of the Property shall be at Buyer's sole expense.
Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the
Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned,
withheld or delayed. Buyer shall repair, restore and return the Property to its original condition
after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests
during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify
Seller and hold Seller harmless fi'om and against all liability, loss, cost, damage and expense
(including, without limitation, reasonable attorney's fees and costs of litigation) resulting from
Buyer's or Buyer's agems 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; (ii) Buyer's representations and warranties contained in this
Agreement being true and correct as of the Effective Date and the close of escrow; and (iii) close
of escrow to occur and consummation of the transfer of the Property from Seller to Buyer no
later than December 31, 2002.
16. Seller's Rel~resentations and Warranties. Seller hereby represents and warrants that
except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow, to
the best knowledge of Seller: (i) the Property is free and has always been free of Hazardous
Materials and is not and has never been in violation of any Environmental Law; (ii) there are no
buried or partially buried storage tanks located on the Property; (iii) Seller has received no
notice, warning, notice of' violation, administrative complaint, judicial complaint, or other formal
or informal notice alleging that conditions on the Property are or have ever been in violation of
602888-3 6
any Environmental Law or informing Seller that the Property is subject to investigation or
inquiry regarding Hazardous Materials on the Property or the potential violation of any
Environmental Law; (iv) there is no monitoring program required by the Environmental
Protection Agency or any other governmental agency concerning the Property; (v) no toxic or
hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or
stored on, under or at the Property, whether by accident, burying, drainage, or storage in
containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a
dump or landfill; (vii) Seller has disclosed to Buyer all information, records, and studies in
Seller's possession or reasonably available to Seller relating to the Property concerning
Hazardous Materials; (viii) Seller has not received any notice fi.om any governmental authority
of any threatened or pending zoning, building, fire, or health code violation or violation of other
governmental regulations concerning the Property that have not previously been corrected, and
no condition on the Property violates any health, safety, fire, environmental, sewage, building, or
other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or
commitments regarding the maintenance or use of the Property or allowing any third party rights
to use the Property are in force; (x) there are no threatened or pending actions, suits, or
administrative proceedings against or affecting the Property or any portion thereof or the interest
of Seller in the Property; (xi) there are no threatened or pending condemnation, eminent domain,
or similar proceedings affecting the Property or any portion thereof; (xii) Seller has not received
any notice fi.om any insurer of defects of the Property which have not been corrected; (xiii) there
are no natural or artificial conditions upon the Property or any part thereof that could result in a
material and adverse change in the condition of the Property; (xiv) all information that Seller has
delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv)
Seller has disclosed all material facts concerning the Property.
Seller further represents and wan'ants that this Agreement and all other documents delivered or
to be delivered in connection herewith prior to or at the close of escrow: (a) have been duly
authorized, executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are
collectively sufficient to transfer all of Seller's right, title and interest in and to the Property; and
(d) do not violate the provisions of any agreement to which Seller is a party or which affects the
Property. Seller further represents and warrants that the persons who have executed this
Agreement on behalf of Seller are authorized to do, that Seller has the legal right to enter into
this Agreement and to perform all of its terms and conditions, and that this Agreement is
enforceable against Seller in accordance with its terms.
Seller shall notify Buyer of any facts that would cause any of the representations contained in
this Agreement to be untrue as of the close of escrow. If Buyer reasonably believes that a fact
materially and adversely affects the Property, Buyer shall have the option to terminate this
Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate
this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and
documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all
fights and obligations hereunder shall terminate.
Seller shall indemnify, defend and hold harmless Buyer fi.om 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
6O2888-3 7
or warranty contained in this Section.
17. Seller's Covenants. Seller covenants that from the Effective Date and through the
close of escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed
on the Property, other than Permitted Exceptions; (ii) shall not enter into anY agreement
regarding the use, sale, rental, management, repair, improvement, or any other matter affecting
the Property that would be binding on Buyer or the Property after the close of escrow without the
prior written consent of Buyer; (iii) shall not permit any act of waste or act that would tend to
diminish the value of the Property for any reason, except that caused by ordinary wear and tear;
and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and
tear excepted, and shall manage the Property substantially in accordance with Seller's established
practices.
18. Buyer's Rel~resentations, 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, that Buyer has
the legal right to enter into this Agreement and to perform all of its terms and conditions, and
that Agreement is enforceable against Buyer in accordance with its terms.
19. Reserved.
20. Damaee and Destruction. In the event of any damage or other loss to the Property,
or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount
not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but shall be
obligated to close the escrow and purchase the Property as provided in this Agreement, without
abatement in the Purchase 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, and (ii) pay to Buyer at
the close of escrow the amount of Seller's deductible under the insurance policy or policies
covering the damage or loss. In the event of damage or destruction of the Property or any
portion thereof prior to the close of escrow in an amount in excess of $50,000, Buyer may elect
either to terminate this Agreement upon written notice to Seller, or to consummate the purchase
of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights
under any insurance policy covering the damage or loss, and all claims for monies payable from
Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of
escrow the amount of Seller's deductible under the insurance policy or policies covering the
damage or loss. In the event Buyer elects to terminate this Agreement, the Earnest Money
Deposit, including interest thereon, and all other funds and documents deposited into escrow by
or on behalf of Buyer shall be returned to Buyer, and all fights and obligations hereunder shall
terminate.
21. Brokers. Each Party warrants and represents to the other that no person or entity can
properly claim a right to a real estate commission, brokerage fee, finder's fee, or other
602888-3 8
compensation with respect to the transaction contemplated by this Agreement. 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.
22. AsSienment. Buyer shall have the right to assign all fights and obligations under this
Agreement to any party, provided Seller consents to such assignment which consent shall not be
unreasonably withheld, conditioned, or delayed.
23. Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written notice
delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a remm 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 Co) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall be
considered to have been received on the next business day if it is received after 5:00 p.m.
recipient's time or on a nonbusiness day.
Buyer:
South San Francisco Redevelopment Agency
City Hall, 400 Grand Avenue
South San Francisco, CA 94083
Attention: Executive Director
Telephone: (650)
Facsimile: (650)
with a copy to:
Meyers, Nave, Riback, Silver & Wilson
777 Davis Street, Suite 300
San Leandro, CA 94577
Attention: Steven T. Mattas, Agency Counsel
602888-3 9
Seller:
Suzarme and Virginia Colombo
c/o John D. Flitner, Esq.
2213 Mendocino Avenue
Santa Rosa, CA 95403
Telephone: (707) 576-7850
Facsimile: (707) 525-9641
24. 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.
25. 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. Successors. The obligation of Seller to sell the Property and the obligation of Buyer
to purchase the Property pursuant to this Agreement shall bind and inure to the benefit of the
respective heirs, personal representatives, successors and assignees of the Parties.
27. Provisions Not Mereed With Deeds. None of the provisions, terms, representations,
warranties and covenants of this Agreement are intended to or shall be merged by the Grant
Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions,
terms, representations, warranties and covenants contained herein. Without limiting the
generality of the foregoing, Seller's representations, warranties and covenants contained herein
shall survive the close of escrow.
28. Construction. The section headings used herein are solely for convenience and shall
not be used to interpret this Agreement.
29. Action or Aooroval. Where action and/or approval by Buyer is required under this '
Agreement, Buyer's Executive Director may act on and/or approve such matter unless the
Executive Director determines in his or her discretion that such action or approval requires
referral to Buyer's Board for consideration. The time periods afforded Buyer for any event,
inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any
such referral to Buyer's Board.
602888-3 10 '
30. Entire A~reement. This Agreement, including Exhibits A to C attached hereto and
incorporated herein by this reference, contains the entire agreement between the Parties with
respect to the subject matter hereof, and supersedes all prior written or oral agreements,
understandings, representations or statements between the Parties with respect to the subject
matter thereto.
31. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which taken together shall constitute one and the same
instrument.
32. 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 rome and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall
confer upon any person, other than the Parties and their respective successors and assigns, any
rights or remedies hereunder.
34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall
establish the Parties as partners, co-venturers, or principal and agent with one another.
35. Non-Liability of Officials, Employees and Aeents. No member, official, employee
or agent of Buyer shall be personally liable to Seller or its successors in interest in the event of
any default or breach by Buyer or for any amount which may become due to Seller or its
successors in interest pursuant to this Agreement.
36. Time of the Essence. Time is of the essence for each condition, term, obligation and
provision of this Agreement.
37. 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.
38. Time for Performance. When the time for performance of any obligation under this
Agreement is to be measured from another event, such time period shall include the day of the
other event. If the day of the time for performance is not a regular business day, then the time for
such performance shall be by the regular business day following such day.
602888-3 1 1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
BUYER:
SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
ATTEST:
By:
Executive Director
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
SELLER:
Virginia Colombo
Suzanne Colombo
602888-3 12
Exhibit A
LEGAL DESCRIPTION
(Attach legal description.)
602888-3 13
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO:
CITY OF SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
P.O. Box 711
South San Francisco, CA 94083
Atto: Executive Director
MAIL TAX STATEMENTS TO:
Same as Above
Exhibit B
GRANT DEED
)
)
)
)
)
)
)
)
)
)
)
)
(Space Above This Line Reserved For Recorder's Use)
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, Suzanne Colombo
and Virginia Colombo (individually "Grantor" and collectively "Grantors") hereby grant to the
City of South San Francisco Redevelopment Agency, a public body, corporate and politic
("Grantee") all that real property located in the City of South San Francisco, County of San
Mateo, State of California described in Exhibit A attached hereto and incorporated herein.
IN WITNESS WHEREOF, Grantors each have executed this Grant Deed as of
,2002.
GRANTORS
SUZANNECOLOMBO
VIRGINIA COLOMBO
602888-3 14
EXHIBIT A
(Attach legal description.)
602888-3
15
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
,2002, fi:om Suzanne Colombo and Virginia Colombo to the City of South San
Francisco Redevelopment Agency, a public body, corporate and politic ("Agency"), is hereby
accepted on behalf of the Agency by its Executive Director pursuant to authority conferred by
Resolution No. __., adopted by the Agency on ,2002, and that the Grantee consents
to recordation of the Grant Deed by its duly authorized officer.
Dated ,2002 By:
Executive Director
Print Name:
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
By:
Agency Counsel
602888-3 1 6
ACKNOWLEDGMENT
State of California
County of San Mateo
On before me, a Notary Public, personally appeared
, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOTARY PUBLIC
602888-3 17
ACKNOWLEDGMENT
State of California
County of San Mateo
On before me, a Notary Public, personally appeared
, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOTARY PUBLIC
602888-3 18
Exhibit C
HAZARDOUS MATERIALS; ENVIRONMENTAL LAW
"Hazardous Materials" means any substance, material or waste which is or becomes regulated by any
federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas
or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing
asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a
"hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant",
"toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified
as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act
[ 15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act
[42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C.
Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the
Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section
7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and
Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California
Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health
and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act
[California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality
Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended,
together with any regulations promulgated thereunder; (iv) any substance, material or waste which is
defined as such or regulated by any "Superfund" or "Superlien" law, or any Environmental Law; or (v)
any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated
under any other federal, state or local environmental law, including without limitation, asbestos,
polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products.
"Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders,
decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and
other operating authorizations regulating, or relating to, or imposing liability or standards of conduct
concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of
persons, including employees and agents, to Hazardous Materials (as defined above) or other products,
raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the
effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial
or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical
substances, including without limitation, their manufacture, formulation, labeling, distribution,
transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous
substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as
now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act
[15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act
[42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C.
Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the
Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section
7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and
Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California
Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health
and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act
602888-3 1 9
[California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality
Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended,
together with any regulations promulgated thereunder.
602888-3 20
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