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HomeMy WebLinkAboutReso 114-1984RESOLUTION NO. 114-84 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND UNITED CALIFORNIA BANK REALTY CORPORATION (LAND EXCHANGE) BE IT RESOLVED by the City Council of the City of South San Francisco that' 1. Approval of Agreement. The Agreement entitled, "Exchange Agreement" between the City of South San Francisco and United California Bank Realty Corporation is hereby approved, and a copy of said Agreement is attached hereto as Exhibit "A". 2. Execution of Agreement. The Mayor is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 25th day of July , 1984, by the following vote' AYES' NOES' ABSENT: Councilmembers Mark N. Addie.qo,.Emanuele N. Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Te.qlia None None EXHIBIT "A" TO RESOLUTION NO. 114-84 EXCHANGE AGREEMENT THIS AGREEMENT made this 25th day of July~by and between the CITY OF SOUTH SAN FRANCISCO (hereinafter referred to as "the CITY"), and United California Bank Realty Corporation (hereinafter referred t/) as "UCBRC"). WHEREAS, the CITY and UCBRC desire t~ exchange parcels of real property . owned by each of them, uPOn the-terms and conditions hereinafter set forth; NOW, THEREFORE,. in consideration of the mutual benefits to accrue to the parties hereto, the parties mutually agree as follows: · AR~TCLE 1 Definitions As used herein, the following ~rds and phrases shall have the following meanings: 1.1 Tne CITY' s Parcel: "The CITY's Parcel" shall mean the parcel of real property owned by the CITY, described as Lots 9 and 10 of block 140, in the City of South San Francisco, County of San Mateo, State of California, w~ich .proper.ty is..legally described.on Exhibit "A", attached, hereto and made a part hereof. 1.2 UCBRC ' s Parcel: "UCBRC's Parcel" shall mean the parcel of real property, owned by UCBRC, .described. as Lots 21, 22,-and. 23 of .block 141, in the City of South San . . Francisco, County of 'San Mateo, State of California, .which property is legally described on Exhibit "B" attached heretx) and made' a part hereof. 1.3 Escrow holder: "Escrow Holder" shall mean tile escrow cc~npany or title insur- -1- ance coupany appointed by the parties to act as escrow holder for the coms~n- marion of this exchange° t. 4 COnveyance Date: . - . "Conveyance D~te" shall mean as to the CITY's Parcel, t~e date of recordation of the deed(s) conveying such parcel to UCBRC~ and as to UCBRC's Parcel, the date of recordation of the deed(s) conveying such parcel to the 1.5 Closing .Date: "Closing Date" shall mean, in respect to the~ exchange~ hereunder~ the date on which such exchange, is canpleted and all accounts bet~=en the parties with respect to such exchange are settled as provided in Section 3.1 hereof. ARI~CLE 2 2.1 Agreement to exchange: The CITY hereby agrees that it will convey the CITY's Parcel to UCBRC, on t~he terms, conditions and conveyance date hereinafter set forth, and UCBRC hereby agrees that, in exchange for the CITY's Parcel, UCBRC will convey UCBRC's Parcel'to the CITY, on the terms, conditions and conveyance date herein- after set forth. 2.2 Exchange through Escrow Holder: The CITY shall convey the CITY's Parcel to UCBRC and LK3~RC shall convey UCBRC's Parcel to the CITY through an escrow with the Escrow Holder., as hereinafter set forth, on such date as the parties mUtually agree upoa, but not later than December 31-, 1984.. 3 .. 3.1 Consun~uation of exchange: Prior to the conveyance date, the parties shall open an escrow witJ~ the Escrow }~older for tJue exchange of the CITY's Parcel and UCBRC's Parcel. ..~ -2- Each party shall have the right tx) approve or disapprove all title matters witf~in thirty (30) days after receipt, by su.ch party of a Prelimi_n.ary Report. A party . . not so approving.-shall have. the right tx) terminate this.. Exchange A~re.ement, The CITY shall deposit in such escrow the deed(s) conveying ~e CITY's Parcel to UCBRC. UCBRC shall deposit in such escrow the deed(s) conveying UCBRC's Parcel to_ the CITY. When all such deeds have been deposited into such escrow, the exchar~e shall have been completed (the date thereof being the "closir~3 date"). ARTICLE 4 Miscellaneous 4.1 Closing Costs, T~xes and Con~nissions: 4.1.1 Closing costs: All closing costs incurred in connection with the conveyance of the CITY's Parcel to UCBRC shall be borne and paid by the CITY. All closing costs incurred in connection with the conveyance of UCBRC's Parcel to the CITY Shall be borne and paid by UCBRC. Closing costs shall include, but shall not be limited to, the cost of documentary transfer taxes, recording fees, title insurance costs and premiums, escrow fees, notary fees and all other costs incurred by the parties or the Escrow Holder in connection with the convey- ances of such parcels. Title insurance shall be issued to each party upon its request, by such insurer as it may designate, covering any or all of the parcels conveyed to such party in this exchange. Such insurance shall be in a face amount equal to the value of each such ~rcel, ' 4.1.2 Taxes: · . Real property taxes on t]~e CITY's Parcel shall be prorated between t]~e CITY and UCBRC as of t]~e conveyance date of such Parcel. Real property t~3xes on UCBRC's Parcel shall be prorated between ti~e CITY and UCBRC as of t]~e conveyance date of such Parcel. -3- '~ - 4.1.3 'Broker' s Commissions: ~ It is understood and agreed that. there will be no broker's .. conxnission due. from tJ~e CITY or UCBRC ~D' any persons 'or fi~s as a' result of this exchange. 4.2 Assignment: Neither party shall assign any right granted to such party under this Exchange' Agreement nor attempt to delegate anY duty to be performed by such party hereunder. Subject. to the foregoing, all rights and duties of each party hereunder shall inure to tJ~e benefit of and be binding upon their respective heirs, successors, personal reprasentatives and assigns. 4.3 Notice: All notices and other ccmmunications required or permitted to be given or delivered hereunder shall be in writing and shall be deliVered personally or be sent by certified mail, postage prepaid, return receipt re- quested, addressed to the party intended at the address set forth below, or at such otJ~er address as may be designated by notice given to the other party in the manner aforesaid: If to the CITY: If to UCBRC: City of South San Francisco Department of Finance 400 Grand Avenue P.O. Box 711 South San Francisco, CA 94080 United California Ban~ Realty Corporation Planning', Acquisition & Leasing Dept. (G8-5) 1200 West Seventh Street Los Angeles, CA 90017 All notices and other communications delivered, by mail,' in tine manner aforesaid, .shall .be deemed to have been deli.vered tD and received by the addressee on the date shown on the return receipt as having been delivered to the addressee. All notices and other ccmmunications delivered to a party personally shall be deemed to have been delivered to and received by such party on the date of such personal delivery. 4.4 Time: Time is of the essence of this Exchange Agreement; provided, however, that if the date on which any action is required to be taken hereunder falls on a Saturday, Sunday or 4~oliday, such action shall be taken on t_he next business day following such date. If any conveyance date or closing date or any other date on which the escrow holder is required to take action hereunder shall fall on a day on which it is not open for business, such action shall be taken on the next business day on which it is open for business. 4.5 General: This Exchange A~reement may not be amended or modified in any respect whatsoever except by an instrument .in writing signed by the parties hereto. This instrument constitutes the entire agreement bergen the parties · witJ~ respect to the subject matter hereof. The Article, paragraph and subpara- graph headings in this Exchange Agreement have been inserted for convenience only, and shall not affect the scope of any Article, paragraph or subparagraph. If any provision of 'this Exchar~e Agreement shalI be held invalid,'such invalidity shall not' affect any other provision hereof. The prevailing party in' any action' to enforce 'and/o~ interpret any provision of this Exchange Agreement shall be . entitled to reasomable attorneys' fees and costs as fixed by the Court. -5- IN WITNESS WHEREOF, .tine parties hereto have executed thiS agreement as of tine date first hereinabove written. · . CITY OF SOUTH SAN FRANCISCO UNITED · CALI~RNIA BANK' DeforeFE~. ~Mayo, Vice President. HOward Marshall, Asst. Secretary -6- :~ I I I ,,11 II/ II III II I II III 111 .IIJLIII.IIIII. I'. I I I ff EXHIBIT "A" Lots' 9 and 10, block 140, as designated on the map entitled "South San Francisco, San Mateo County, California, plat no. 1", which map w~s filed in the office of the recorder of the County of San Mateo, State of California, on March 1, 1892, in Liber "B" of maps at Page 6 and a copy entered in Liber 2 of maps at Page 52. · EXHIBIT "B" Lots 21, 22, and 23, block 141, as designated on the map entitled "South San Francisco, San Mateo County, California, plat no. 1';, ~ich map was filed in the office of the Recorder of the County of San Mateo, State of California, on March 1, 1892, in Book 2 of maps at Page 52.