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HomeMy WebLinkAboutReso RDA 18-2000 RESOLUTION NO. 18-2000 REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE IMPLEMENTATION AGREEMENT AND TRANSFER OF PROPERTY LOCATED AT 124 LINDEN AVENUE FROM THE REDEVELOPMENT AGENCY TO ROBERT AND KATHLEEN GIORGI WHEREAS, the Agency desires approval of the Implementation Agreement and transfer of property located at 205 Baden Avenue from the Redevelopment to Robert and Kathleen Giorgi; and WHEREAS, the two Implementation Agreements for 205 Baden Avenue and 124 Linden Avenue clarify the conditions under which the Giorgi's are taking possession of two properties; and WHEREAS, the Redevelopment Agency and the City, through the Redevelopment Agency, are exchanging two parcels, APN 012-335-090 (205 Baden) and APN 012-335-620 (124 Linden Ave.) plus a payment of $303,000 with the Redevelopment Agency receiving 212 Baden Avenue; and WHEREAS, this transaction will allow Giorgi Bros. to construct a new 45,000 square foot retail furniture store. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Agency hereby approves the Implementation Agreement and transfer of property located at 124 Linden Avenue from the Redevelopment Agency to Robert and Kathleen Giorgi. 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 26th day of July ,2000 by the following vote: AYES: Boardmembers Pedro Gonzalez, Eugene R. Mullin and John R. Penna, and Chair Karyl Matsumoto NOES: None. ABSTAIN: None. ABSENT: Vice Chair Joseph A. Fernekes y Clerk F:\File CabinetkRESO\old reso'sX124Linden.res.doc IMPLEMENTATION AGREEMENT - 205 BADEN AVENUE THIS AC~REEMENT, dated as of ,2000 (the "Effective Date"), is made by and between THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public corporation of the State of California ("Agency"), and ROBERT AND KATHLEEN GIORGI, husband and wife ("Giorgi"). RECITALS: WHEREAS, Agency and Giorgi have entered into a Development and Disposition Agreement ("DDA"), dated June 23, 2000, whereby and subject to the terms, conditions, covenants and stipulations contained therein the Agency has agreed to sell to Giorgi certain real property described therein, commonly known as 205 Baden Avenue (hereinai~er '?roperty"); and WHEI~AS, Agency and Giorgi agree that this Implementation Agreement is necessary to fully and fairly effectuate the terms of that sale; and Now, THEREFORE, in consideration of the foregoing, of the covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency and Giorgi mutually agree as follows: 1. "As-Is" PURCHASF, Giorgi acknowledges and agrees that the Property is being sold in an "as is" condition and '~with all faults" as of the date of the closing of the purchase and sale of the Property. 2. Hazar~us Materials. As used herein, the term "Hazardous Materials" or "Hazardous Substances" shall mean: (a) any substances defined, regulated or listed (directly or by reference) as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic waste," "pollutant'* or "toxic substances" or simi~l'm-ly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. '9601 et seq. CCERCLA"); (ii) the Hazardous Materials Transportation Act, 49 U.S.C. '1802 et seq.; (iii) the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq.; (iv) the Clean Water Act, 33 U.S.C. '1251 et seq.; (v) California Health and Safety Code "25225-25117, 25249.5, 25249.8, 25281, and 25316; and (vi) the Clean Air Act, 42 U.S.C. '7901 et seq.; and (vii) California Water Code '13050; (b) any amendments to such enumerated statu~es or acts; and (c) any other hazardous or toxic substance, material chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws, including without limitation, friable asbestos, polychlorinated biphenyls CPCBs"), petroleum, natural gas and synthetic fuel products and by-products. 3. Indemnification. 3.1 The term "Indemnitor" shall mean Giorgi. 3.2 The term "Indemnitee" shall mean the Agency. 3.3 As used herein, the term "Liability" shall mean and include any one or more of the following, based on or arising out of the release or presence of Hazardous Materials in or on the Property: any orders, actions, injunctions or expenses (including, without limit, any expenses associated with the response, removal or remediation of such Hazardous Materials). 3.4 From and after the closing date, Indemnitor shall indemnify, defend (with counsel selected by Indemnitor) and hold harmless Indemnitee, from and against all Liability. Indemnitor agrees that upon receipt of any notices of the presence of, or a release or poten~al release of Hazardous Materials on or under the Property for which it is liable under the provisions of this Agreement, Indemnitor shall timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the release, within the deadlines specified by applicable laws and regulations. So long as Indemnitor is not in material breach hereof, and is discharging its defense and indenmity obligations in a reasonable and responsible manner for a Liability, and it has accepted and is discharging responsibility hereunder for such liability without any reservation of rights, Indemnitee hereby assigns to Indemnitor all of its present and future rights to recover, or receive contribution, from any and all potentially responsible third parties for those costs, expenses and fees incurred by Indemnitor pursuant to this Indemnity. Subject to the foregoing, Indemnitee hereby also assigns its rights to Indemnitor to bring an action against or otherwise cause any or all of such potentially responsible parties to take responsive actions, and to remove and remediate the Hazardous Materials. Each party agrees to cooperate fully with the other in the preservation and prosecution of all such claims and private enforcement actions. So long as Indemnitor is not in material breach hereof, and is discharging its defense and indemnity obligations in a reasonable and responsible manner for a Liability, and it has accepted responsibility hereunder for such liability without any reservation of rights, Indemnitor shall hav~.control over the defense of such Liability without any reservation of rights, and over all negotiations relating to the settlement thereof. Indemnitor's exercise of control'6~er settlements " shall not relieve Indemnitor of its indemnity and defense obligations to Agency. 4. Entire Agreement This Agreement, together with the Exhibits attached hereto, all of which are incorporated by reference, is the entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties. 2 5. Severability If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. ~ 6. Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the State of California. 7. Successors Bound This Agreement shall be binding upon and inure to the benefit of Giorgi and Agency and their successors and permitted assigns. 8. Captions The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. 9. Counterparts This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. 10. No Merger The obligations contained herein shall not merge with the transfer of title to the Property but shali~'i:emain in effect until fulfilled. · ~-- IN WITNESS WHEREOF, Giorgi and Agency have executed this Agreemem'on the date set forth below, effective as of the date set forth above. AGENCY: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT A{3ENCY, a public corporation of the State of California By: Name: Michael A. Wilson Title: Executive Director Approved as to Form: Steven T. Mattas, City Attorney Attest: Sylvia Payne, City Clerk GIORGI: By: Kathleen Giorgi By: Robert Giorgi J:\WPDhMnrsw\405\001XAGREEX2000~mplemenlation Agrea~rnent for 205 Baden Ave. DOC 4 WHEN RECORDED MAlL THIS DEED AND TAX BILLS TO: Robert and Kathleen Goirgi 1015 Drake Court San Carlos, CA 94070 TITLE ORDER NO. ESCROW NO. SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The undersigned GRANTOR declares that the documentary transfer tax is: $ ~ and is [-'1 computed on full value of property conveyed, or I--I computed on full value less value of liens or encumbrances remaining at time of sale. The land, tenements or realty is located in: ['-I an unincorporated area or --[ZI C yof FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public corporation of the State of California, ("Grantor") acting under the Community Redevelopment Law of California, hereby GRANTS to Robert and Kathleen Giorgi, husband and wife, ("Grantee") the real property described in Exhibit A C'Property'') attached hereto and incorporated by this reference. COVENANTS The Property is conveyed subject to the City of South San Francisco Downtown Central Redevelopment Project, which was approved and adopted on July 12, 1989, bythe City Council of the City of South San :~[ancisco by Ordinance No. 1056-1~9, as amended. Grantee herein covenants for itself and its successors in interest to use and devote the Property to uses specified in the Redevelopment Plan- for the remainder of its term, for the periods of time specified therein. Subject to the respective periods of time, the foregoing covenant shall nm with the land. This conveyance is further subject to aH the terms, conditions, covenants, and stipulations set forth in the Disposition and Development Agreement between Grantor and Grantee, date June 23, 2000, which terms, conditions, covenants, and stipulations are incorporated by reference as fully as those set forth herein. This conveyance is further subject to all the terms, conditions, covenants, and stipulations set forth in any subsequent agreement among the parties intended to implement the terms of said Disposition and Development Agreement. It is expressly agreed, however, that said Disposition and Development Agreement, and any subsequent implementations agreements, shah not merge into this conveyance by reason of their incorporation by reference. Furthermore, and without limitation or restriction of any kind regarding other terms, conditions, covenants, and stipulations set forth in said Disposition and Development Agreement, Grantee herein covenants for itself and its successors in interest, to use and devote the Property to uses specified in said Disposition and Development Agreement, for the periods of time specified therein. Subject to the respective periods of time, the foregoing covenant shall nm with the land. Grantee herein further 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 race, color, religion, creed, sex, marital aatus, ancestry, or national origin in the sale, lease, sublease, tr~ansfer, 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 nm with tho land. Date: ~ CITY OF SOUTH SAN FKANCISCO BY: NAME: Michael A. Wilson ITS: City Manager State of California } County of } SS On this ~ day of ,20. , before me, , Notary Public personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les) and that by his/her/their signature(s) on the instnun~ the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ...... .- - WITNESS my hand and official seal. Signature (seal) J:\WPD~Sau~'w\405\00 I'~AGREE~000\I24 Linck~ Ave Deed fi~n RI)A. DOC EXHIBIT LEGAL DESCRIPTION OF AGENCY'S PROPERTY APN 012-335-090 Lot 25 in Block 141, as shown on that certain map entitled "SOUTH SAN FRANCISCO PLAT NO. 1' filed in the office of the County Recorder of San Mateo County, State of California, on March 1, 1892 in Book w of Maps at page 52.