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HomeMy WebLinkAboutReso 04-2017 (16-1008)File Number: 16-1008 Enactment Number: RES 04-2017 I LWA WAI I VMM 5 WR-4i I I I WHEREAS, the City of South San Francisco ("City") is the owner of certain real property located in the City of South San Francisco, California, known as County Assessor's Parcel Number APN 012-338-060 ("178 Airport Boulevard"), APN 012-338-070 ("190 Airport Boulevard") and collectively referred to as the "City Property"; and WHEREAS, the Developer seeks to purchase the City Property in order to construct a high-density residential development, consisting of 157 residential apartments and 180 total vehicle parking spaces WHEREAS, Developer submitted an 65er to the City, and the City is interested in selling the City Property to Developer; and KI iii �� ill l i 1;J • IMI IMM • Ii �MTWMYMVW IM T n? 4= I - - T 1711 11711111 C 111,10,11 attached hereto and incorporated herein as Exhibit A; and WHEREAS, approval • the PSA is considered a "project" for purposes • the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. ("CEQA"); and City ofSouth Son Francisco Page 1 environmental File Number: 16-1008 Enactment Number. RES 04-2017 WHEREAS, CEQA allows for limited review of subsequent projects beyond when an agency finds that a project would not create any new environmental effects previously analyzed under a program EIR and would not require any NOW, THEREFORE, BE IT RESOLVED that the City Council ®f the City of South Sari Francisco does hereby take the following actions: (1) Finds and determines that the recitals are true and correct; F (3) Authorizes the City Manager to enter into and execute the PSA on behalf of the City Council, in substantially the same form as attached hereto as Exhibit A and to make any revisions, amendments, or modifications, subject to review and approval thereunder. Yes: 4 Vice Mayor Normandy, Councilmember Matsumoto, Mayor Gupta, and Absent: 1 Councilmember Garbarino City of South Son Francisco Page 2 File Number: 16-1008 Enactment Number. RES 04-2017 Attest b oberts/, City of South San Francisco Page 3 150 AIMFORT SSF LLC, MB= Ulm a municipal corporation January 11, 2017 178-190 Airport Boulevard, South San Francisco, California Effective Date: January 11, 2017 Buyer: 150 AIRPORT SSF LLC, a California limited liability company Seller: CITY OF SOUTH SAN FRANCISCO, a municipal corporation Ilkleal Property: That certain real property located at the street address 178-10% Airport Boulevard, South San Francisco, California Purchase Price: TWO MILLION FOUR HUNDRED AND FIFTY THOUSAN#'D# • ,0,000.00) Deposit: SEVENTY THREE THOUSAND AND FIVE HUNDRED DOLLARS ($73,500) 111iffirRy NO "4 - #! fill LIN W� �= I W, O-SRW76P IMAWT' c/o Meyers Nave 575 Market Street, Suite 2080 San Francisco, CA 94105 Telephone No.: (415)421-3711 References in the Purchase and Sale Agreement to terms in the above Basic Information shall incorporate the applicable Basic Information. In the event of any conflict between any Basic Information and the Purchase and Sale Agreement, the latter shall control. 11,10,610) 150 AIRPORT SSF LLC, a California limited liability coMaany List of Exhibits: Ma4*49 Uf TT—,@Tf W94-7 a 7=Un=cipa- corporation 10 �-- Its City Manager Exhibit A — Legal Description Exhibit B — Schedule of Personal Property Exhibit C — Schedule of Service Contracts Exhibit D — Seller's Documents Ey.kibit E — Form of Grant Deed Exhibit F — Form of Bill of Sale and General Assignment Exhibit G — Seller Certificate �0- AL , #I I I I M FaVTVII KWAFTI-CL 4%,01 WTI IDWI THIS PURCHASE AND SALE AGREEMENT (this "AgtMmenf') is made and entered -I- Purchase Price or treated as consideration given by Buyer for any purpose the than as stated in this Section 2.1. 2.2 Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon all of the terms, covenants and conditions set forth in this Agreement, 2.3 Purchase Price. Subject to ©« e` ? ? rorations and closing costs set forth below, the Purchase Price shall be paid by Buyer to Seller on the Closing Date through the escrow described in Section 9.1 below, as follows: (a) Buyer shall be credited in escrow with the amount of the Deposit described in Section 8 below; (b) the balance of the Purchase Price shall be paid in immediately available funds, subject to adjustment to reflect the prorations described in Section 9.4. MA■ m -7- Agreement (collectively, "Seller's Environmental Reports"). Buyer (a) ac.knowledges Buyer's receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code; (b) is fully aware of the matters described in the Seller's Environmen tal Reports delivered to Buyer; and (c) after receiving advice of Buyer's legal counsel, waives any and all rights Buyer may have to assert that Seller hasnot complied with the requirements of Section 25359.7 of the California Health and Safety Code. The representations, warranties and agreements set forth herein shall. survive the consummation of the transactions contemplatel- �,-.ereby. (8) Buyer shall have received any and all permits, approvals and permissions necessary for the Project from all government or quasi-government authority or department having jurisdiction over the Project; (9) if requested by Buyer, Seller shall have delivered to Buyer a subordination, non-disturbance and attornment agreement in the form required by Buyer's lender if any; and (10) there shall be no material adverse changes to the Property, and no fact, ,wryce, condition, or occurrence which would materially and adversely affect the fmancing or insurability of the Real Property. (b) Notwithstanding anything in this Agreement to the contrary, Seller's obligation to sell the Property shall be subject to and contingent upon the due performance by Buyer of each and every undertaking and agreement to be performed by Buyer fiemrcder. I L a PI 6.1 Seller's Renresentations and Warranties. Seller hereby represents and warrants to Buyer that: f'k kb) Seller's organizational documents and applicable laws to not in any way prohibit, limit or otherwise affect the right or power of Seller to enter into and perform all of the terms and covenants of this Agreement. Seller is not a party to or bound by any contract, agreement, indenture, trust agreement, note, obligation or other instrument that could (trohibit, limit or otherwise affect the same. No consent, authorization or approval of, or other action by, and no notice to or filing with, any governmental agency or any other person are gilred f* j 1� - ,1W 6 n MMIN t or a-tv � � ( �: � u� �• �� i Buyer YL Seller WMMMRIM:+ » yx� = 9.1 Escrow Agggggments. An escrow for the y>r ©® and sale contemplated by this Agreement shall be opened with Tide Company within two (2) days of the execu (6) a duly executed certificate from Seller certifying that the representations and warranties described in Section 6.1 are true, complete and accurate as of the Closing Date, or describing how such representations and/or warranties are no longer true, complete or accurate and in substantially the form attached to this Agreement as Exhibit "G"; (8) Seller's share of the amounts and closing costs IM.., in Sections 9.4 and 9.5 below or instructions to Title CA,, - h Phase Price; and (9) such other documents as may be reasonably required by Title Company in order for Title Company to issue the Buyer's Title obey® (1) the balance of the Purchase Price, plus sufficient additional cash to pay Buyer's share of all escrow costs and closing expenses; (3) such other documents as may be reasonably required by Title Company in order for Title Company to issue the Buyer's Title Policy. (c) delivering to Buyer a conformed copy of the Deed (showing all recording information), the Bill of Sale and General Assignment, the Assignment of Leases, the FfRPTA Certificate, the Form 593, the Seller certificate, all other documents deposited into Escrow by Seller pursuant to this Agreement and a copy of the final Buyer's closing statement; and - '15 - (d) delivering to Seller the counterI arts of the Bill of Sale and General Assignment executed by Buyer, a copy of the final Seller's closing statement, and the net sales proceeds as shown on the final Seller's closing statement (after adjusting for prorations and credits as described below). 9.3 Effirig of Reports. Title Company shall be solely responsible for the timely filing of any reports or returns required pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any similar reports or returns required under any state or local laws) in connection with the closing of the transaction contemplated in this Agreement. �K!�M 113 Successors and Assigns. Buyer may not assign this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing sentence, Buyer may assign this Agreement to an entity (the " ") which is subject to common control or ownership with Buyer, provided, that the Assuming Entity assumes the obligations of Buyer under this Agreement. Buyer shall be released from Buyer's obligations under this Agreement, upon such assignment. Notice of such assignment must be given to Seller at least five (5) days before the effective date of such assignment. The Addresses for Notices for Buyer and Seller may be changed from time to time by written notice. Notices shall be deemed received upon the earlier of actual receipt or the first attempted delivery. 11.5 Time. Time is of the essence of every provision contained in this UM= 9 ": 11. 17 [SIGNATURES ON NEXT PAGE] EM IN WITNESS WHEREOF, the parties have entered into this Agreement as of the dat* first written above. 150 AIRPORT SSF LLC, CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: 150 AIRPORT DEVELOPER LLC, By: a California limited liability company Name: Its: Manager Its 0=-. Signature Page to Purchase and Sale Agreement 17�-j � fS±EKEaERff fts 'THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND IS DESCRGED AS FOLLOWS- %FNM Exhibit A to Purchase and Sale Agreement Schedule of Personal Property Exhibit B to Purchase and Sale Agreement Schedule of Service Contracts Exhibit C to Purchase and Sale Agreement Seller Documents Copies of any contracts pertaining to the operation and ownership of the Property, includinIv. all mana -emenLj=ajng, service and maintenance agrcements--,anri&-cq�ipment leases. 2, Copies of any agreements or correspondence regarding Action Signs, Inc. and/or the monopole billboard located on the Property and/or that certain Grant of Easement recorded on December 15, 2004 in the Official Records of the County of San Mateo as Document #2004-245507. 3. Copies of any reports or surveys and any related correspondence regarding the condition of the Property, including without limitation any environmental, soil, structural, roof, 4. Copies of any warranties, licenses, permits, certificates of occupancy, plans and specifications, and any current rent roll, current accounts receivable schedule and list of Tangible Personal Property in such form as Seller shall have in its possession for the Property, binding on Buyer after Closing. Preliminary Title Report, including complete copies of all underlying document,�, related thereto. 11 1 111 11 iffiffil INIFIRTNIIIIII'M Z I M I = 1 M � rifforla lot "'MR13=1 101703#1 to Purchase and Sale Agreement Form of Grant Deed Exhibit E to Purchase and Sale Agreement MW The undersigned Grantor declares: Documentary Transfer Tax is — Computed on the fall value of the property conveyed, or — Computed on the full value less liens and encumbrances remaining at time of sal FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("GRANTOR") hereby grants to 150 AIRPORT SSF LLC, a California limited liability company ("GRANTEE") that certain real property in the City of South San Francisco, County of San Mateo, State of California, more particularly described in the legal description attached hereto as Exhibit A attached hereto and incorporated herein, together with all rights, interests, privileges, easements and appurtenances thereto and all right, title and interest of Grantor in, to and under adjoining streets, rights of way and easements. A notary public or other officer completing this certifite verifies only the identity of the individual who si ca gned the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On before me, a Aotan.1 M W personally appeared who proved to © on the basis of satisfactory evidence to be the person(s) whose name(s) are/is 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. Siam] LEGAL DESCRIPTION Fw- APWarctl Kuck 012-3364M mW 812-M-070 THE'LAND REFERREDTO HEREM BELOW IS SrrUATED IN THE CITY OF SOUTH SAN FRANCtSCO COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: amom Form of Bill of Sale and General Assignment Exhibit F to Purchase and Sale Agreement 11"I'M Milli 1111311 1111,11115111111 11 be.. CIFT OF :303TH SA11, FAA110-SCU—,amunicipal c »»a e ran d 15U AIRPORT SSF LLC, a California limited liability company ("Aslkn RECITALS A. Reference is make; »2x « : «2 property located at 4< «x%+¥ » <« 178-190 Airport Boulevard, South San Francisco, California, which real property is more thoroughly described in attached Schedule I (the "frqRert X"). Concurrently herewith, Assignor is selling to Assignee all of Seller's interest in the Property. B. In connection with the ownership and management of 4«} © Assignor is the lawful owner of the personal property (the "Personal Eteger A") itemized in the Schedule of Personal Property, attached hereto as Schedule 11. connection with the sale of the Property to Assigne. , Assignor also desires to assign to Assignee all of Assignor's interest in %<%2#» «f IN CONSIDERATION of and incorporating the fore going Recitals, the parties hereto agree as follows: I . Assignor hereby sells, transfers, conveys, and delivers to Assignee the Personal Property. 2. Assignor hereby assigns, grants, conveys and transfers to Assignee all of Assignor's rights, title and interest in the Plans, Service Contracts, Warranties, Trademarks, and Approvals, without representation or warranty. 3® Assignee hereby assumes Assignor's obligations under the Service Contracts arising from and after the date hereof. 5. In the event any dispute between the parties hereto should result in litigation or arbitration, the prevailing party shall be reimbursed for all reasonable costs in connection therewith, including, but not limited to, reasonable attorneys' fees and defense costs. 6. The terms of this Bill of Sale and General Assignment shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 7. The parties hereby agree to execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Bill ♦ Sale and General Assignment, IN WITNESS WHEREOF, the parties have executed this Bill of Sale and General Assignment as of the date and year first above written. CITY OF SOUTH SAN FRANCISCO, a municipal corporation 1,11 14 K511 illilliliiliiilll���ilillillillillIlIllIllllilllllllllll������lli���lillillilllI M By: 150 AIRPORT DEVELOPER LLC, a California limited liability company Its: Manager I I IP qrwiog I I ol I • I Ktj a 4 1 go is ligg., uAr For AP&Wmv*t s -, 012-33&460 mW 912-=470 THE LAND REFERRED TO HEREIN BELOW I UATED IN THE C7Y OF' SOUTH SAN FRANCISCO COED. W OF SAN MA"CEO, STATE OF CALIFORNIA AND IS DESCROBED AS FOLLOWS: im= SCHEDULEHI Dist of the Plans SCHEDULE V List of Warranties or of Certificate of Seller Exhibit G to Purchase and Sale Agreement IN" Z�M Seller hereby certifies to Buyer that Seller's representations and warranties contained in Section 6.1 of the Agreement are true, accurate and correct: Buyer shall be entitled to act in reliance upon the matters herein contained without furtber inquiry of any kind, notwithstanding anything to the contrary contained in any other agreement or document. IN WITNESS WHEREOF, this Certificate of Seller has been duly executed and deliver by Seller. Dated: 2017 SELLER: CITY OF SOUTH SAN FRANCISCO, a municipal corporation WA�