HomeMy WebLinkAboutRDA Resolution 11-2007RESOLUTION NO. 11-2007
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING EXECUTION OF A
PURCHASE AND SALE AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF
THE CITY OF SOUTH SAN FRANCISCO AND
EVELYN BAFFIN FOR THE PURCHASE OF REAL
PROPERTY LOCATED AT 216 BADEN AVENUE IN
SOUTH SAN FRANCISCO, AND AUTHORIZING THE
EXECUTION OF DOCUMENTS IN CONNECTION
THEREWITH AND APPROVING AN AMENDMENT
TO THE 2007-2,008 CAPITAL IMPROVEMENT
PROGRAM BUDGET FORA TOTAL OF $781,000
WITH FUNDING FROM THE REDEVELOPMENT
AGENCY UNDESIGNATED FUND ACCOUNT.
WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency")
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,
has the responsibility to carry out the Redevelopment Plan ("Redevelopment Plan") for
Downtown/Central Redevelopment Project Area ("Project Area "); and
WHEREAS, Evelyn Baffin, trustee of the Baffin Family Trust A U/T/D
September 4, 1991 and the Baffin Family Trust B U/T/D September 4, 1991 (the
"Owner") is the owner of real property in San Mateo County, California located at 216
Baden Avenue in the City of South San Francisco, (the "Property"); and
WHEREAS, the Owner desires to sell the Property; and
WHEREAS, the Agency desires to acquire the Property to facilitate development
and construction of public benefits within the Project Area; and
WHEREAS, the Agency a;nd the Owner have negotiated a purchase and sale
agreement ("Purchase and Sale Agreement") substantially in the form on file with the
Agency Secretary; and
WHEREAS, the Purchase and Sale Agreement conditions, among other things,
Agency's purchase of the Property on Agency's review and approval of the
environmental condition of the Property; and
WHEREAS, the Agency wishes to amend the capital budget for Project No. 0720
to a total budget of Seven Hundred Eighty-One Thousand Dollars ($781,000) to be
funded from Agency bond proceeds; and
WHEREAS, the Property is located in the Project Area, and the purchase of the Property
as provided for in the Purchase and Sale Agreement is consistent with and furthers the goals and
objectives of the Redevelopment Plan.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of South San Francisco that it hereby:
1. Approves the purchase of the Property from Owner pursuant to the terms of the
Purchase and Sale Agreement.
2. Approves the amendment to the Capital Improvement Budget for a total budget of
$781,000, funded from RDA fund balance.
3. Authorizes the Executive Director of the Agency (or his designee) to execute the
Purchase and Sale Agreement, and to make revisions to the Purchase and Sale
Agreement, and to make such other changes, with the advice of counsel, which do not
materially or substantially increase the Agency's obligations thereunder, to sign all
documents, to make all approvals and take all actions necessary or appropriate to carry
out and implement the Purchase and Sale Agreement and to administer the Agency's
obligations, responsibilities and duties to be performed under the Purchase and Sale
Agreement.
I hereby certify that the f=oregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of the City of South San Francisco at a meeting
held on the 12th day of December, 2007 by the following vote:
AYES: Councilmembers Mark Addiego, Richard Garbarino, and Kevin Mullin,
NOES:
ABSTAIN:
ABSENT:
Mayor Pro Tem Carol Matsumoto and Mayor Pedro Gonzalez
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
effective as of , 2007 (the "Effective Date") by and between Evelyn Raffin,
tnistee for the Raffin Family Trust A U/T/D September 4, 1991 and the Raffin Family Trust B
U/T/D September 4, 1991 ("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 located at 216 Baden
Avenue in the City of South San Francisco ("City"), California, known as San Mateo County
Assessor's Parcel No. 012-334-030, and snore particularly described in Exhibit A attached hereto
and incorporated herein by this reference (the "Land");
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 ("Redevelopment Plan") for the Downtown/Cenhal Redevelopment Project Area
("Project Area ");
WH;L:REAS, in accordance with the temis 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 authorized to exercise the power of eminent domain pursuant to
California Health and Safety Code Section 33391 and the Redevelopment Plan;
WHEREAS, Seller and Buyer have agreed to execute this Agreement in lieu of
condemnation, and this purchase and sale is directly and expressly under threat of eminent
domain. In the event that Seller and Buyer were not able to reach an agreement for the purchase
and sale of the Property, Buyer would have considered adopting a resolution of necessity in order
to initiate eminent domain proceedings to acquire title to the Property;
WHEREAS, Seller and Buyer executed an exclusive negotiating agreement ("ENRA"),
pursuant to which Buyer deposited a. sum of $2,000 (the "ENRA Deposit") into an escrow
account for the benefit of Seller in exchange for Seller's agreement not to enter into any
contracts to sell or lease the Property prior to October 25, 2007; and
WHEREAS, the Property is located in the Project Area, 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.
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l~®W, TIIEItEF®12E, for good and valuable consideration, the receipt and sufficiency
of which are hereby acla~owledged, the Parties agree as follows.
1. Agreement to Sell and Pu~•chase. Seller agrees to sell and Buyer agrees to
purchase the Property subject to the tei7ns and conditions of this Agreement.
2. Purchase Price. The purchase price for the Property shall Ue Seven Hundred
Eighty-One Thousand Dollars ($781,000) ("Purchase Price").
3. Conveyance os Title. At the close of escrow, Seller shall convey by grant deed
to Buyer marketable fee simple title to the Property, flee 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
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 maybe
approved in writing by Buyer ("Pei•:mitted Exceptions").
4. Escrow; Escrow Instructions. The Parties have opened an escrow account at
the office of First American Title Company located at-1440 Chapin Avenue, Suite 350,
Burlingame, CA 94010 ("Title Company" or "Escrow Agent"). Within five (5) days following
the Effective Date, the Parties shall deposit with the Escrow Agent an executed copy of this
Agreement, which shall seine as the joint escrow instructions of Buyer and Seller for this
transaction, together with such additional instructions as maybe executed by the Parties and
delivered to the Escrow Agent.
5. Deposits. Seller has deposited the ENRA Deposit with the Escrow Agent in
accordance with the ternzs of the ENRA. Within seven (7) business days after the Effective
Date, Buyer shall deposit an additional suin of Three Thousand Dollars ($3,000) ("Earnest
1Vloney Deposit"} into escrow in an interest bearing account for the benefit of Buyer. The
Earnest Money Deposit and ENRA 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 and the ENRA Deposit, shall be held in escrow in
an interest-bearing account.
6. Title Documents. Within seven (7) days following the Effective Date, 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 i:itle 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
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or disapprove each Title Exception within fourteen (14) days following Buyer's receipt of the
Preliminary Report. Buyer's failure to approve any Title Exception within such period shall be
deemed to be a disapproval of each ;;uch Title Exception.
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 exceptior,~. In the event Buyer elects to terminate this Agreement, the
Easiest Money Deposit, including interest thereon, and all other fiends and documents deposited
into escrow by or on behalf of Buyer except for the ENRA Deposit shall be retuned to Buyer,
and all rights and obligations hereunder shall terminate.
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 ~'olicy") to be issued by Title Company in the
amount 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 niay 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) Within twenty (20) days following Effective Date, Seller shall deposit into
escrow all of the following:
(i) a Grant Deed, substantially in the fora 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;
(ii) Seller's affidavit ofnon-foreign status and Seller's certification that
Seller is a resident oi.' California, each executed by Seller under penalty of perjury
as required by state amd federal law; and
(iii) Such additional duly executed inshuments and documents as the
Escrow Agent may reasonably require to consununate 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
1035300.1
close of escrow, Seller shall deposit into escrow immediately available funds in the
amount necessary to pay:
(i) all govermnental conveyance fees and transfer taxes; and
(ii) one-half (1/2) of all title insurance and title report costs, escrow fees,
and recording fees.
(b) Euyer•.
(A) Within twenty (20) days following the Effective Date, Buyer shall deposit
into escrow all of the following:
(i) a duly executed and acluiowledged Certificate of Acceptance
substantially in the form attached hereto as Exhibit C; and
(ii) such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to constumnate the transaction
contemplated hereby..
(B) No less than one (l) business day prior to the close of escrow, Buyer shall
deposit into escrow iirunediately available funds in the amount, which together with the
Earnest Money Deposit and ENRA Deposit plus interest thereon, if any, is equal to:
(i) the Purchase Price as adjusted by any prorations between the Parties;
and
(ii) one-half (1/2) of all title insurance and title report costs, escrow fees,
and recording fees.
8. Close of ~sc~ ow. Unless this Agreement is tei-~ninated pursuant to the teens
hereof or extended by mutual written consent of the Parties, escrow shall close no later than the
date which is forty-five (45) days following the Effective Date. The Escrow Agent shall close
escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo
County, Califonlia; (ii) issuing the '1:'itle 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
confoi-~ned copy thereof indicating recording infoi-~nation thereon. 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 title insurance and
title report costs, escrow fees (including the costs of preparing documents and instruments), and
recording fees. Seller shall pay all govermnental conveyance fees and all transfer taxes.
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10. Prorations. At the close of escrow, the Escrow Agent shall ma.lce 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 maybe 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) Sel:ler'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.
Should any condition to closing fail to occur, excepting airy 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 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 and excepting the ENRA Deposit. 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. Buyea•'s Additional Conditions to Closin6. 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) Feasibilit~Studies. During the period commencing on the Effective Date and
ending on the thirty-fifth (35th) day after the Effective Date ("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 alid examination of soils,
envirorunental factors, Hazardous Materials (as defined in Exhibit D attached hereto),
and archeological infonr~ation 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 suitaUle for Buyer's intended use.
If Buyer's enviromnental consultants require additional time to determine the
existence and extent of a.ny Hazardous Substances on the Property, Buyer shall have
the right, exercisable by delivering written notice to Seller prior to the expiration of
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the Due Diligence Period, to extend the Due Diligence Period for up to fifteen (15)
additional days to complete the testing.
(b) ®ther 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 enviromnental condition of the
Property, and upon completion of the Due Diligence Period, unless Buyer elects to
terminate this Agreement pursuant to the terns hereof, Buyer will purchase the
Property in its "AS IS" condition as such condition exists at the end of the Due
Diligence Period.
(c) I3isapUroval of Property Condition. Should Buyer fail to approve the condition
of the Property or its feasibility for Buyer's intended use in writing within five (5)
days following the end o f 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 and excepting the ENRA Deposit. The exercise of this
right by Buyer shall not constitute a waiver by Buyer of airy other rights Buyer may
have at law or in equity.
13. Studies, Reports and Investigations. 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, enviromnental 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 Enviromnental Laws (as defined in Exhibit D).
14. Right of )Entry Duriing the Due Diligence Period, 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 anal 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. E~uyer shall repair, restore and return the Property to its
original condition after such physical testing, at Buyer's sole expense. BLtyer shall schedule any
such physical tests during normal business hours unless otherwise approved by Seller. Buyer
agrees to indeimnify Seller and hold Seller harmless from and against all liability, loss, cost,
daimage and expense (including, without limitation, reasonable attorney's fees and costs of
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litigation) resulting from Buyer's or Buyer's 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
wrongfill conduct of Seller or its agents.
15. Seller's Conditions to Closin .The close of escrow and. Seller's obligation to sell
the Property pursuant to this Ab Bement 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 quid correct as of the Effective Date and the close of
escrow.
16. Seller's );epresentations 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: (i) the Property is flee and has always been flee of Hazardous Materials and is not
and has never been in violation of any E',nviromnental 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, adminishative complaint, judicial complaint, or other fornal or inforn~al notice
alleging that conditions on the Property are or have ever been in violation of any Enviromnental
Law or informing Seller that the Proper~ry 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 Enviromnental Protection Agency or any other
governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or
substances of airy 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 neve~:• 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 from any goverrune,ntal 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, aiid 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 from 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 fiu-ther represents and warrants 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
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authorized, executed, and delivered by ~>eller; (b) are binding obligations of Seller; (c) are
collectively sufficient to transfer all of ~>eller's right, title acid 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 ~,Nanants 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 terns and conditions, and that this Agreement is
enforceable against Seller in accordancf; 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 aild 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 Earlest Money Deposit, including interest thereon, and all other funds and
documents deposited into escrow by or on behalf of Buyer except for the ENRA Deposit shall be
returned to Buyer, and all rights and obligations hereunder shall terminate.
Seller shall indemnify, defend and hold hasnlless 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 Ureach of any representation
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. Buyea-'s IZepresentaticsns Wara•auties 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 are duly authorized to do, that
Buyer has the legal right to enter into -this Agreement and to perform all of its terns and
conditions, and that this Agreement is enforceable against Buyer in accordance with its teens.
19. Euvironflnentad Indennri .Seller agrees to unconditionally and fully
indemnify, reimburse, defend, protect and hold harmless Buyer and the City from and against
any and all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions,
injunctive or other relief (whether or not based on personal injury, property damage,
contamination of, or adverse effects upon, the enviromnent or natural resources), costs, economic
1035300.1
or other loss, expenses (including without limitation attorneys' fees and any expenses associated
with the investigation, assessment, monitoring, response, removal, treatment, abatement and/or
remediation of Hazardous Materials in, on or under the Property), and/or administrative,
enforcement or judicial proceedings, whether laiown or ui~lcnown, and which are directly or
indirectly, in whole or in part, caused by, arise out of, or relate to the presence, release or
discharge or alleged presence, release or discharge of any Hazardous Materials (as defined in
Exhibit D) in, on or under the Property prior to the closing date or a violation or alleged violation
of an Environmental Law (as defined in Exhibit D) prior to the closing date.
20. Damage and Destructi~~n. 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 co~ulection 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, andl all other funds and documents deposited into escrow by
or on behalf of Buyer except for the ENRA Deposit shall be returned to Buyer, and all rights and
obligations hereunder shall terminate.
21. Eminent Domain Disndissal. Seller and Buyer acknowledge that this transaction
is a negotiated settlement in lieu of condemnation. Seller hereby acknowledges acid agrees that
the Purchase Price constitutes full and final settlement of all and any mamler of rights, demands,
liabilities, obligations, claims or causes of action in law or equity of whatever kind or nature,
whether known or unknown, whether now existing or hereinafter arising, which arise from or
relate in any manner to Buyer's acquisition of the Property or any condensation or inverse
condemnation action affecting the Property.
Seller hereby voluntarily and knowingly waives, releases and discharges forever any and all
rights, demands, liabilities, obligations, claims or causes of action in law or equity of whatever
kind or nature, whether known or unknown, whether now existing or hereinafter arising, which
arise from or relate in any manner to Buyer's acquisition of the Property or any condemnation or
inverse condemnation action affecting the Property and further waives all attorney's fees, costs,
disbursements, and expenses incurred in connection therewith.
Seller is aware of and familiar with the provisions of Section 1542 of the California Civil Code
which provides:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT Kl`10W OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTEL> HIS SETTLEMENT WITH THE DEBTOR.
As such relates to this Section 21, Seller hereby waives and. relinquishes all rights and benefits
which it may have under Section 1542 of the California Civil Code.
Seller's Initials
B2. Assignment. Buyer shall have the right to assign all rights and obligations under
this Agreement to any party, and no approval by Seller of any such assigmnent shall be
necessary.
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 confrmed 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 ar on a nonbusiness day.
JBuyer: South San Francisco Redevelopment Agency
City Fall; 400 Grand Avenue
South San Francisco, CA 94083
Attention: Executive Director
1035300.1 10
with a copy to: Meyers, Nave, Riback, Silver & Wilson
555 l:Zth Street, Suite 1500
Oaltland, CA 94607
Attention: Steven T. Mattas, Agency Counsel
Seller: Evelyn Raffia
c/o Tim Auran
1323 ]Bernal Avenue
Burlingame, CA 94010
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 he entitled to recover reasonable attorneys' fees and other costs, in addition to any other
relief to which such Party maybe entitled.
25. Waivers; 109[odificatiion. 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 i.n 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
instnunent executed by the Parties.
26. Successofl•s. This Agreement shall bind and inure to the benefit of the respective
heirs, personal representatives, successors and assignees of the Parties.
27. Provisions IVTOt 1V~er~~ed With heeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall Ue merged
by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the
provisions, terns, 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.
2~. Construction. The section headings used herein are solely for convenience and
shall not be used to interpret this Agreement. The Parties aclalowledge that this Agreement is the
product of negotiation and cornprornise 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.
29. Action or Ap rp oval_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
1035300.1 11
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.
30. Entire Agreement. This Agreement, including Exhibits A to D attached hereto
and incoipora.ted 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 ma.y be executed in one or more counterparts,
each of which shall be an original acid all of which taken together shall constitute one and the
sanle instrument.
32. 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.
33. No Third Party }8eneficiai-ies. 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-Veniturers. 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-Liabilit o~ f Ofi:icials, Employees 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.
36. Time of the Essence. Trine is of the essence for each condition, term, obligation
and provision of this Agreement.
37. Governing I,aw. Thiis 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 trine 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.
SIGNAT'UIZFS ON FOLLO 6VING PAGE.
1035300.1 12
IN W~TI~IESS'~~EIaE~F, the Parties have executed this Agreement as of the date first
written above.
ATTEST:
By:
Agency Secretary
Al'PR®~JED AS T® F'~Rl~:
By:
Agency Counsel
~~TYER:
SOUTI~ 5AN ~1~1~1CIS~~ 12EDEVE~..®~'1VIElVT A.GEl`dCY
BY.
Executive Director
SEEILER:
Evelyn Raffia, Trustee, The Raffia Family Trust A U/T/D
September 4, 1991
Evelyn Baffin, Trustee, The Baffin Family Tivst B U/T/D
September 4, 1991
1035300.1 13
EXHIBIT A
Property
(Attach legal description)
1035300.1 14
F.XHTRTT R
Recording Requested by
and when Recorded, return to:
CITY OF SOUTH SAN FRANCISCO
REDEVELOPMENT AGENCY
City Hall, 400 Grand Avenue
South San Francisco, CA 94083
Attn: Executive Director
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §y6103, 273&3
GRAN7C DEI';D
LISE)
For valuable consideration, receipt of which is hereby acknowledged, Evelyn Raffin,
trustee for the Raffin Family Trust A U/T/D September 4, 1991 and the Raffin Family Trust B
U/T/D September 4, 1991 ("Grantor") hereby grants to the South San Francisco Redevelopment
Agency, a public body, corporate and politic ("Grantee") the real property located at 216 Baden
Avenue in the City of South San Francisco, California, known as San Mateo County Assessor's
Parcel No. 012-334-030, and more particularly described in Exhibit A attached hereto and
incorporated herein.
IN WITNESS WIII;RE®1F, Grantor has executed this Grant Deed as of
2007.
GRANTOR
By:
Evelyn Raffin, Trustee, The Raffin Fanuly Trust A U/T/D
September 4, 1991
Evelyn Raffin, Trustee, The Raffin Family Trust B U/T/D
September 4, 1991
1035300.1 15
ACKNOWLEDGMENT
State of California )
} ss.
County of San Mateo )
On 20 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 lus/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
ACKNOWLEDGMENT
State of California )
ss.
County of San Mateo )
On 20 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
1035300.1 16
EXHIBIT A to Grant Deed
(Attach legal description.)
1035300.1 I ~
EXHIBIT C
CE~tTI>F'ICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
2007, executed by Evelyn Raffin, trustee for the Raffin Family Trust A U/T/D
September 4, 1991 aiid the Raffin Fam7ay Trust B U/T/D September 4, 1991 ("Granter") to the 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 , 2007, and that the Grantee consents
to recordation of the Grant Deed by its duly authorized officer.
Dated , 2007 By:
Executive Director
ATTEST:
By:
Agency Secretary
APPROVED AS TO TORIVI:
By:
Agency Counsel
1035300.1 1 g
EXHIBIT D
HAZARD®I_TS Ii~ATERIALS; El`I'~1ZONMENTAL LAW
"Hazardous Materials" means any substance, material or waste which is or becomes regulated by any
federal, state or local govermnental authority, agency or governmental body, 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 envirorunent 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 LJ.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 [C~aliforilia 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, materia or waste which is defined as such or regulated by any
"Superfund" or "Superlien" law, or any Environmental Law; (v) any niatei-ial determined to be
hazardous based on deleterious properties such as igiutability, corrosivity, reactivity, carcinogenicity or
toxicity; or (vi) any other substance, material, chemical, waste or pollutant identified as hazardous or
toxic and regulated under any other federal, state or local enviromnental 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, acid provisions aild 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 fiom the
effects of by-products, wastes, einissio:ns, discharges or releases of chemical substances fiom 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 reinediation of air, surface waters, grouiidwaters or soil, as
now or inay 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 Enviromneiltal Response, Compensation and Liability Act
[42 U.S.C. Section 9601, et seq.], the I-lazardous 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. Sectioiz 1251], the Clean Air Act [42 U.S.C. Section
7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and
1035300.1 1 g
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 promulgaired thereunder.
1035300.1 20