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HomeMy WebLinkAboutReso 83-1988RESOLUTION NO. 83-88 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AN AGREEMENT FOR SALE OF REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF CHESTNUT AND GRAND AVENUE WHEREAS, the City of South San Francisco has offered for sale to the highest bidder surplus real property located at the northwest corner of Chestnut aqd Grand Avenues; and WHEREAS, the Alden Company has been determined to be the highest qualified ~idder; and NOW, T4EREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that it approves of the sale of the surplus real property to the Alden Company and authorizes the Mayor to execute an Agreement in substantially the same form as the attached Exhibit "1". BE IT FURTHER RESOLVED that it authorizes the City Manager to execute any other documents necessary to complete the transaction. 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 22nd day of June , 198 8 , by the following vote: AYES: NOES: ABSTAIN: Councilmembers Mark N. Addiego, Richard A. Haffey, Gus Nicolopulos, Roberta Cerri Teglia, and Jack Drago None None ABSENT: None · EXHIBIT I TO RESOLUTION NO. 83-88 AGREEMENT FOR SALE AND PURCHASE OF REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF CHESTNUT AVENUE AND GRAND AVENUE THIS AGREEMENT is made and entered into on June , 1988, by and between THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation of the State of California (hereafter "Seller#), and THE ALDEN COMPANY, a California corporation (hereafter "Buyer#). RECITALS: A. Seller is the owner of that certain real property located in the City of South San Francisco, County of San Mateo, State of California, consisting of approximately five and 311/1000 (5.311) acres of land known and referred to as San Mateo County Assessor's Parcel Number 011-262-640, more particularly described in Exhibit "A" attached hereto and incorporated by reference herein. Said real property is hereafter referred to as the "Property." B. Buyer has agreed to purchase the Property from Seller, and Seller has agreed to sell the Property to Buyer, upon the terms and conditions contained herein. The parties agree as follows: 1. Agreement to Purchase and Sell. Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Proper~y for the price and upon the terms and conditions set forth herein. 2. Purchase Price. The purchase price for the Property (the "purchase price") shall be Ninety-Six Thousand Six Hundred Twenty-One Dollars ($96,621) per buildable lot as shown on a tentative subdivision map covering the Property to be approved by the City of South San Francisco prior to close of escrow hereunder, which map is more particularly described in Paragraph 5(a) (2) hereof. 3. Payment of Purchase Price. The purchase price shall be paid as follows: (a) Upon execution of this Agreement, Buyer shall deposin with First American Title Insurance Company, 555 Marshall Street, Redwood City, California 94064, as escrow holder, the sum of One Hundred Thousand Dollars ($100,000) in cash which shall be placed in an interest bearing money market escrow account. Said deposit and interest earned thereon shall be credited against the purchase price payable at close of escrow. Upon Buyer's deposit of the sum of One Hundred Thousand Dollars ($100,000) with First American Title Insurance Company pursuant to this subparagraph (a), Seller shall promptly return to Buyer the sum of Seventeen Thousand Eight Hundred Seventy-Five Dollars ($17,875) which Buyer had previo'asly deposited with Seller in connection with Buyer's bidding on the Property. (b) If all of the conditions precedent referred to in Paragraph 5 hereof are satisfied or waived by Buyer, the entire purchase price shall be paid by Buyer to Seller in cash at close of escrow. Buyer shall receive as a credit to the purchase price the amount of the deposit paid by Buyer to the escrow holder pursuant to subparagraph 3(a) above and all interest earned on said deposit. 4. Seller's Delivery of Documents. Within ten (10) days of Seller's execution and delivery of this Agreement, Seller shall deliver to Buyer copies of any and all engineer- ing reports, development plans, architectural blueprints, appraisals, and all other studies, reports, and plans respecning the Property then in Seller's possession. 5. Conditions to Buyer's Obligation. (a) Buyer's obligation to purchase the Property pursuant to this Agreement is conditioned upon the satis- faction, or waiver by Buyer, of each of the following conditions precedent, which are for Buyer's benefit only: (1) Issuance by First American Title Insurance Company of an American Land Title Association extended coverage owner's policy of title insurance, dated as of the closing date, with liability equal to the purchase price of the Property, showing fee title to the Property vested in Buyer, subject only to (i) those exceptions shown as exceptions 1, 2, and 3 on that certain preliminary title report dated April 27, 1988 attached hereto as Exhibit #B# and incorporated by reference herein and (ii) any other exceptions to title which are specifically approved by Buyer in writing. If Buyer elects to terminate this Agreement because of the failure of the condition to Buyer's obligation set forth in this Paragraph 5(a)(1), then all deposits by Buyer and interest earned thereon shall be returned to Buyer immediately upon demand, less any obligation for title company and escrow charges· (2) Approval by the City Council of the City of South San Francisco on or before January 31, 1989, of a tentative subdivision map covering the Property with conditions acceptable to Buyer, which map (the "Tentative Map") shall contain a minimum of thirty-two (32) buildable lots and a maximum of thirty-seven (37) buildable lots, with each such lot either (i) being a minimum of fifty (50) feet wide and a minimum of eighty (80) feet deep or (ii) containing at least four thousand (4,000) square feet of area. (3) Issuance to Buyer by the City Council of the City of South San Francisco on or before January 31, 1989, of a Planned Unit Development permit covering the Properny with conditions acceptable to Buyer (the "P.U.D. Permit"). (b) Buyer shall work diligently in obtaining the governmental approvals necessary for the processing of the Tentative Map and the issuance of the P.U.D. Permit. Seller shall cooperate with Buyer in attempting to satisfy each of the foregoing conditions, without any additional expense to Seller, which cooperation shall include, but shall not be limited to, the execution by Seller of any documents and/or applications required by any governmental agencies for the satisfaction of the foregoing conditions. (c) Buyer shall give Seller written notice within fifteen (15) days following the expiration of the period for the satisfaction of each of the conditions referred to in Paragraph 5(a) above whether or not each such condition has been satisfied, and if not satisfied, whether or not Buyer elects to waive such condition. Said fifteen (15) days period with respect to each of said conditions is referred to herein as the "Notification Period." If any of said conditions is not satisfied after the parties have made a reasonable and diligent effort to do so, and Buyer is unwilling to waive such condition, then Buyer may terminate this Agreement by giving written notice of termination to Seller during the Notification Period. In the event this Agreement is terminated because of the failure of the condition to Buyer's obligation hereunder set forth in Paragraph 5(a) (1) above, then the deposit delivered by Buyer into escrow pursuant to Paragraph 3(a) kereof and interest earned thereon shall be returned to Buyer immediately upon demand, less any obligations for title company and escrow charges, and the parties shall be released from all further obligations hereunder, except for Buyer's indemnity obligation referred to in Paragraph 6 below. In the event this Agreement is terminated because of the failure of either or both of the conditions to Buyer's obligation hereunder set forth in Paragraphs 5(a) (2) and 5(a) (3) above, then the deposit delivered by Buyer into escrow pursuant to Paragraph 3(a) hereof and interest earned thereon shall be deemed to be consideration earned by Seller for entering into this Agreement and shall be delivered to Seller immediately upon demand, less any obligations for title company and escrow charges, and the parties shall be released from all further obligations hereunder, except for Buyer's indemnity obligation referred to in Paragraph 6 below. 6. Right of Entry. Buyer and Buyer's representatives shall have the right fOllowing the date of execution of this Agreement to enter on the Property to deposit on the Property land fill material and to make soil tests, engineering studies, surveys, and for other purposes reasonably related to carrying out the purposes of this Agreement. Buyer shall hold Seller and the Property free and harmless from any claims or liens arising from any such activities of Buyer. 7. Escrow. (a) The sale of the Property pursuant to this Agreement shall be consummated through an escrow established with the escrow holder, First American Title Insurance Company, 555 Marshall Street, Redwood City, California 94064 or with such other escrow company as Buyer shall select and timely notify Seller. Close of escrow (the "closing date") shall be on or before sixty (60) days after the last remain- ing cor.dition to Buyer's obligation hereunder, as set forth in Paragraph 5(a), has been satisfied or waived by Buyer; provided that in no event shall close of escrow occur later than March 31, 1989. e (b) Prior to the closing date, Seller and Buyer shall execute and deliver to the escrow holder written escrow instructions, consistent with the terms of this Agreement, and shall provide the escrow holder with such other informa- tion, documents, and instructions as the escrow holder may reasonably require to enable the escrow holder to close this transaction on the closing da~e. In addition, Buyer shall deliver to the escrow holder the balance of the funds payable by Buyer which are necessary to close the escrow. The deposit paid by Buyer and held by the escrow holder and all interest thereon shall be credited against the purchase price payable at close of escrow. (c) Seller shall deposit in escrow for delivery to Buyer on the closing date an affidavit in form provided by Buyer that Seller is not a ~foreign person# within the meaning of Section 1445(f) of the Internal Revenue Code, and that Buyer is not required by law to withhold or deduct any portion of the purchase price at the close of escrow. (d) Seller shall convey fee title to the Property to Buyer, free and clear of all liens and encumbrances except: (1) Real property taxes for the then current fiscal year not delinquent, such real property taxes to be prorated between Seller and Buyer as of the closing date; (2) Any bonds or assessments against the Properny which are in existence on the closing date but which are no~ then delinquent or then due and payable, which bonds and assessments shall be assumed by Buyer at close of escrow; except that interest on the bonds or assessments for the fiscal year in which escrow closes shall be prorated between Seller and Buyer~ and (3) The exceptions to title set forth in the preliminary title report of the escrow holder approved by Buyer, in accordance with the terms of this Agreement. (e) The premium fo~ an American Land Title Associa- tion extended coverage owner's policy of title insurance in the amount of the purchase price of the Property, showing fee title vested in Buyer at close of escrow shall be paid one- half by Seller and one-half by Buyer. Seller shall pay all documentary transfer taxes. Title charges, escrow settlement fees, recording fees, and any other escrow fees and title charges shall be paid one-half by Seller and one-half by Buyer. Upon recordation of the grant deed the purchase price shall be delivered to Seller and the remaining closing docu- ments shall be delivered to the respective parties entitled thereto. (f) Possession of the Property shall be delivered to Buyer upon recordation of the grant deed. 8. Covenants. ReDresentations. and Warranties of Seller. Seller covenants, represents, and warrants to Buyer as follows: (a) There are no recorded or unrecorded liens, encumbrances, or exceptions to title affecting the Property which will not be shown on the preliminary title report referred to in Paragraph 5(a) (1). (b) To the best of Seller's knowledge, there are no pending or threatened special assessments or condemnation actions against the Property or any part thereof. (c) To the best of Seller's knowledge, there is no pending litigation or threatened litigation with respect to the Property. Seller is not aware of any claim or potential claim of any party that may lead to litigation involving the Property or which may result in a lien or encumbrance being placed against the Property. (d) Seller warrants that now and at the close of escrow there shall be no underground storage tanks on the Property, irrespective of whether such tanks are currently being used or have been abandoned. (e) Seller hereby represents and warrants to Buyer that during the period of Seller's ownership of the Property there have been no disposals, releases, or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property. Seller further represents and warrants that the Seller had no knowledge of any presence, disposals, releases, or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property, which may have cccurred prior to Seller's taking title to the Property. For purposes of this Agreement, the terms "disposal,# #re- lease," "threatened release," "hazardous substances," and "hazardous wastes" shall have the definitions assigned thereto by the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended. (f) Seller has fee title to the Property and the agreement of no other person is required to transfer the entire fee title of the Property to Buyer. This Agreement, delivered by Seller to Buyer, on the date hereof, and on the closing date, has been and will be duly authorized and executed and delivered by all necessary parties in behalf of Seller and is a legal, valid, and binding obligation of Seller, enforceable in accordance with its respective terms, and does not violate any provisions of any agreement to which Seller is a party. (g) As of the closing date, there will be no out- standing contracts made by Seller for any improvements to the Property which have not been fully paid for, and Seller shall cause to be discharged at Seller's expense all mechanic's and materialman's liens on the Property arising from any labor and materials furnished prior to the close of escrow. (h) As of the close of escrow, there will be no lease or rental agreement relating to the use or occupancy of the Property with any third party that will remain in effect following the closing date or which will be binding on Buyer, except as expressly approved in writing by Buyer pursuant to Paragraph 5(a) hereof. (i) Seller shall bring current payments on all real property taxes and assessments on the Property and on all other obligations encumbering or secured by the Property at or prior to the close of escrow. 10. (j) Subject to the provisions of this Agreement, Seller shall not enter into any leases, create any new liens or enc/mbrances on the Property not shown on the preliminary title report referred to in Paragraph 5(a) (1), or agree to subject the Property to any assessment district, or consent to or construct any new improvements affecting the Property, between the date hereof and the closing date without Buyer's prior written consent. 9. Memorandum of Agreement. Upon the execution and delivery of this Agreement by the parties and upon the delivery by Buyer to the escrow holder of the deposit provided for in Paragraph 3(a), Seller shall execute, acknowledge, and deliver to Buyer a Memorandum of this Agreement in form for recording which Buyer may record in the Office of the San Mateo County Recorder. 10. Commission. Except for Coldwell Banker, Real Estate Broker, whose commission or fee shall be paid by Buyer pursuant to the provisions of a separate agreement, each party represents that it has not had any dealings with any real estate broker, finder, or other person with respect to this transaction, and each party shall hold harmless the other party from all damages, expenses, and liabilities resulting from any claims that may be asserted against the other party by any broker, finder, or other person with whom the other party has or purportedly has dealt. 11. Eminent Domain. If, before the close of escrow, Seller receives notice of any eminent domain proceeding being 11. initiated against the Property, Seller shall promptly give Buyer written notice thereof. Buyer may elect either to proceed with the purchase contemplated by this Agreement or to terminate this Agreement within fifteen (15) days after Buyer receives such notice from Seller. If Buyer elects to so terminate this Agreement, all deposits by Buyer and interest earned thereon shall be returned to Buyer immediately upon demand. If Buyer proceeds with the purchase in accor- dance with the terms of this Agreement, all condemnation proceeds shall be paid to Buyer, or assigned to Buyer if not yet received. Risk of loss shall pass to Buyer upon recorda- tion of the grant deed. 12. Liquidated Damages. BUYER ACKNOWLEDGES THAT IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN FAILURE OF ANY OF THE CONDITIONS CONTAINED IN PARAGRAPH 5 HEREOF, OR OTHER THAN FAILURE OF ANY OTHER CONDITION TO BUYER'S OBLIGATIONS HEREUNDER, SELLER SHALL BE ENTITLED TO RECOVER AS LIQUIDATED DAMAGES THE SUM WHICH BUYER THEN HAS ON DEPOSIT WITH THE ESCROW HOLDER PURSUANT TO PARA- GRAPH 3(a) HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS A REASONABLE SUM CONSIDERING ALL OF THE CIRCUM- STANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF SELLER'S ACTUAL DAMAGES WOULD BE COSTLY OR INCONV~NIENT. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF 12. THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL, WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. BOTH PARTIES AGREE THAT THIS SUM AS LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR REMEDY TO WHICH SELT.RR MIGHT OTHERWISE BE ENTITLED BY VIRTUE OF A DEFAULT BY BUYER UNDER THIS AGREEMENT. INITIALS REOUIRED FOR VALIDITY OF AGREEMENT SELLER BUYER 13. Assignment by Buyer. Seller acknowledges that prior to close of escrow Buyer may, at Buyer's sole option, assign this Agreement to another individual or entity. Seller consents to such assignment, provided that such assigrm~ent shall not release Buyer from any of Buyer's obligations hereunder. lt. Attorneys' Fees. If any party hereto files any action or brings any proceeding against any other party hereto arising out of this Agreement or is made a party to any action or proceeding brought by the escrow holder, then, as between the parties, the prevailing party shall be entitled to recover, as an element of its.costs of suit and not as damages, reasonable attorneys' fees, to be fixed by the court. The prevailing party shall be the party who is entitled to recover its costs of suit, whether or not suit 13. proceeds to final judgment. A party not entitled to recover its costs shall not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to its costs or attorneys' fees. 15. Effective Waiver. No waiver by a party of any provision of this Agreement shall be considered a waiver of any otker provision or subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy provided in this Agreement or at law shall not prevent the exercise by that party of any other remedy provided in this Agreement or at law. 16. Notices. All notices and demands shall be given in writing and delivered in person or sent by first class mail, postage prepaid. Notices shall be considered given when delivered in person or when deposited in the United States mail. Notices shall be addressed as follows, unless either party gives written notice to the other of a change of address for notice: Seller: Buyer: City of South San Francisco 400 Grand Avenue South San Francisco, California 94080 Attn: Mr. Mark Lewis, City Manager The Alden Company 411 Borel Avenue, Suite 606 San Mateo, California 94402 Attn: Mr. Colburn A. Jones, Jr. Escrow Holder: First American Title Company 555 Marshall Street Redwood City, California 94064 14. 17. General Terms. (a) This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matters shall be effective for any purpose. No provisions of this Agreement may be amended or added to, except by an agreement in writing signed by the parties hereto or their respective successors in interest. (b) Time is of the essence of this Agreement. (c) The representations, warranties, and covenants of the parties contained herein shall survive the closing date. (d) Subject to the terms and provisions hereof, this Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors, and assigns of the parties hereto. (e) This Agreement shall be governed by the laws of the State of California. (f) The execution and delivery of this Agreement by Buyer shall constitute an offer by Buyer to purchase the Property upon the terms and conditions set forth herein, which offer shall automatically expire as of seven (7) days from tke date first set forth above at 5:00 p.m., and shall thereupon be of no further force or effect, unless prior to said time, Seller shall accept this offer by executing this Agreement and delivering a fully executed copy hereof to Buyer. 15. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. ~Seller# THE CITY OF SOUTH SAN FRANCISCO, a municipal corporation of the State of California Its ~ Attest :~ ~er~/~~k ~~ City Attorney "Buyer# THE ALDE~.~OMPA/~f, a Califor;%~ Corporation Colburn A. Jones, Jr., President 16. The land referred to in this Re~or~ is situs=ed in =he S=a=e of Californ'-a, County of San Mateo, City of Sou=~ San Francisco an~ is =escribed as follows: Parcel A as designated on the map entitled "PARCEL NAP NO. 86-244 OF THE LANDS OF THE CITY OF SOUTH SAN FP~NCISCO, BEING A ~ORTION OF THE B~RI B~RI RANCHO. L~ING ON THE NO~TH~ESTERLI CORNER OF ~RAND AVENUE & CHESTNUT AVENUE SOUTH SA~ FPANCISCO, SAN ~ATEO COUNTY, CALIFORNIA", which map filed in the office of the recorder of the County of Sam Mateo, Sta=e of California on January 7, 1987 in Book 58 of Parcel Naps at Paqes 43 and A4. A.P. No.: 011-262-640 Exhibit "A" EXHIBIT TO RESOLUTION NO. 83-88 Form No. 1068-1 (6/87) Exhibit A to Preliminary Report X AMERIC Preliminary Report Fi-st American Title Insurance Company EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (By Policy Type) ·. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY- 1973 SCHEDULE B This policy does not insure against loss or damage, nor against costs, attorneys' fees or expenses, any or all of which arise by reason of the following: Part I 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of per- sons in possession thereot. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records. 6. Any right, title, interest, estate or easement in land beyond the lines of the area specifically described or referred to in Schedule A, or in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing in this paragraph shall modify or limit the extent to which the ordinary right of an abutting owner for access to a physically open street or highway is insured by this policy. 7. Any law, ordinance orgovernmental regulation(including but not limited to building and zoning ordinances)restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership o r a change in the dimensions or area of the land or any parcel of which the land is or was a part, wheth er or not shown by the public records at Date of Policy, or the effect of any violation of any such law, ordinance or governmental regulation, whether or not shown by the public records at Date of Policy. 8. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records. 9. Defects, liens, encumbrances, adverse claims, or other matters (a) whether or not shown by the public records at date of policy, but created, caused, suffered, assumed or agreed to by the insured claimant; (b) n~tsh~wnbythepub~icrec~rdsandn~t~therwiseexc~udedfr~mc~veragebutkn~wnt~theinsuredc~aimant either et Date of Policy or at the date such claimant acquired an estate or interest insured by this policy or acquired the insured mortgage and not disclosed in writing .~by the insured claimant to t~e Company prior to the date such insured claimant became an insured hereunder, (c) resulting in no loss or damage to the insured laimant; (d) attachingorcreatedsubsequenttoDateofPolicy;or (e) resultinginlossordamagewhichwouldnothavebeensustainediftheinsuredclaimanthad een · purchaser or encum brancer for value without knowledge. 2. AMEPICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 (AMENDED 10-17-70) SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. Any law, ordinance or governmental regulation(including but not limited to building and zoning ordinances)restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any violation of any such law, ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company end not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acqu ired an estate or interest by this policy andn~tdisc~~sedinwritingbytheinsuredc~aimantt~theC~mpanypri~rt~thedatesuchinsuredc~aim~ntbecameaninsuredhereunder, (c) resulting in no loss or damage to the insured claim ant; (d) attaching or created subsequent to Date of Policy;, or (e) resulting in loss or damage which would not have been sustained if the insured claimant had ps id value for the estate or interest insured by this policy. 3. AMERICAN LAND TITLE ASSOCIATION OWN ER'S POMCY FORM B - 1970 (AMENDED 1Ool 7-70) WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 2 above are used and the followin{; exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One: 1. Taxes or assessments whic ~ are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claimswhich are not shown bythe public records but which could be ascertained byan inspection of said land orby making inquiryof per- --ons in possession thereof. 3. asements, claims of easement or encumbrances which are not shown by the public records. 4. ~iscrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. Order No. 320736 SECOND SOPPLEMENTAL PRELIMINARY R~PORT FIneST AMERICAN TITLE INSURANCE COMPANY 555 Marshall Street RedwoOd City, CA 94064 (ilS) ~7-90S0 CITY OF SOUTH SAN FRANCISCO CALIFORNIA 315 Maple Avenue South San Francisco, CA Customer's Reference: Form of Policy Coverage Requested: CALIFORNIA LAND TITLE ASSOCIA- TION STANDARD COVERAGE POL ICY In response to the above referenced application for a policy of title insurance, this Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance, describin~ the land aha the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien ~r encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or policies are set forth in Exhibit A attached. Copies of the Pol~_cy forms should be read. They are available from the office which issued this report. This reporn (and any supplements or amendments heretO) is issued solely for the purpose of facilitating the issuance of a policy of title ~_nsu~ance and no liability is assum=d hereby. If it is desired that liability be assumed policy of title insurance, a requested. prior i nd=r Dated as ol JAMES N__O_R ~_'. Title of s~ THE CITY OK State of Ca to the issuance of or Commitment should April 27, 1988 at 7:30 a.m. S ESCROW/TITLE OFFICER ~id estate or interest at the date hereof ~s vested in: SOUTH SAN FRANCISCO, a municipal corporation of the .li fornia Page S~COND SO The estat PLE~ENTAL REPORT Order NO. 320736 . or interest in the land hereinafter described or re- ferred to covered by this Repor~ is: A FEE The land referred to Xn this Report is situated in the State of California, County of San Mateo, City of South San Francisco and is descri~ed as follows: Parcel A and B, as designated on the map entitled "PAI~CEL MAP NO. 86--244 OF THE LANDS OF THE CITY OF SO~TH SAN FRANCISCO, BEING A PORTION OP THE BU~I BURI RANCHO L~ING OR THE NOI~THWESTERLY CORNER OF GRAND AVENOE & CHESTNUT AVENOE S00£H SAN FRANCISCO, SAN ~ATEO COUNTY, CALIFORNIA", Which map filed in the office of the recorder of Che Cc.unty of San ~ateo, State of California on January 7j 1987 in Book 58 of Parcel naps at Pages 43 and 44. A.P. No.: 011-262-640 JPN 011 026 262 11 A 011-262-650 011 026 262 12 A 011 026 262 13 A 011 026 262 14 A 011 026 262 15 A 011 026 262 16 A 011 026 262 17 A 011 026 262 18 A 011 026 262 19 011 026 262 12.01 A 011 026 262 22 A 011 026 262 23 A At ~he da'~e hereof excep~ions to coverage in addition to the p~in~d ex=eptions and exclusions contained in said policy form would be as follows: 1. Gener~l. and Special Taxes for the fiscal y~ar 1988-89, now a lien, amou~t not yet ascertainable. 2. The L:~en of Supple~ntal Taxes assessed pursuant to Chapter 3.5, Commellcing with Section 75 of the California Revenue and Taxation C~de. 3 o RIGHT in Deed: From: To: Dated = Recorded: ~ook/Reel : County, Ca Grant~ l~ne and OF WAY over the herein described property, as granted South San Francisco Land & Improv.~m~nt Company, a corpora tion Pacific Ga~ and Electric Company, a corporation March 4, 1912 March 6, X912 ~06 of Deeds at page/image 487, Records of San Mateo if orn ia. Right to locate, use and maintain electric transmission maids across the unimproved lands of Grantor. Page 2 SECOND SUPPLEHENTAL REPORT 4. ANY FACTS, rlghts, lnl~erest survey would disclose. Order No. 320736 or claims which a correct ALTA There have been no d~eds recorded within the last six months prior to the date of th~s report, affe~cing the h~r~in described property. NOTEs This repor~ is subjec~c ~o a cancellation charge as re~[uired by Sectiol~s 12404, et Seqo, Of ~he Instu,'ance Code of ~he S~:a~e of Californl& and Rule No. 2 of Depar=ment Of Insurance Bulletin No. Ns. 35 E. ORDER DATE: July 24, 1986 S.T.R. DATE: None EW/ac/ pmay Page 3 4. AMERICAN LAND TIT,,,LE ASS~OCIATION LOAN POLICY- 1970 WITH A.L.T.A. ENDORSEMENT.FORM I COVERAGE (AMENDED 10-17-70) SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. Any law, ordinance or .rnmental regulation(including but not limited to building and zoning ordinances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the lane lulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownershil~ or in the dimensions or area of the land, or the effect of any violation of any such law, ordinance or governmental regulation. ,'~ Rights of eminent domai ~ or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. .' Defects. liens, encumbra adverse claims, orother matters (a) created, suffered, assumed oragreed tO by the insured claimant; (b) not known to the Company and not shown by the put ,lic records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insu red by this policy or acquired th~l insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the date such insu red claimant became an insuredhereunder, (c) nolossordamagetotheinsuredclaimant; (d) attachingorcreatedsubsequenttoDateofPolicy(excepttotheextentinsurance is aff¢ ~' statutory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construc- tion or completed . of Policy). 4. Unenforceability of the lis n of the insured mortgage because of failure of the insured at Date of Policy or of any subsequent owner of the indebtedness to comply with laws of the state in which the land is situated. i. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 (AMENDED 10-17-70) WITH REGIONAL EXCEPTIONS When the American Land Title Association Lenders Policy Is used as a Standard Coverage Policy and not as an Extended Coverage Policy, the exclusions set forth in paragraph 4 above are used a~ ~d the following exceptions to coverage appear in the policy. This r)olicy does not Part One: 1. Taxes or assessments public records. 2. Any facts, rights, interests, sons in possession 3. Easements, claims of 4. 5. 6. SCHEDULE B ~inst loss or damage by reason of the matters shown in parts one and two following: ich are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the the public records but which could be ascertained by an inspection of said land or by making inquiry of per- )ment or encumbrances which are not shown by the public records. Discrepancies, conflicts ir boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. Unpatented mining claims reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. Any lien, or right to a lien, The following matters are expre; by reason of: 1. (al Anylaw, ordinanceor! lng or relating to (il t theland; (iii) asel~ar protection, orthe effe, notice of a defect, lien (b) Anygovernmental poll resulting from a violat 2. Rights of eminent domain u which has occurred prior t¢ 3. Defects, liens, encumbran¢ (al created, suffered, ass (b) notknowntotheCom the insured claimant (c) resulting in no loss o~ (d) attaching orcreated si lien for services, labor; of policy); or (el resulting in loss or da~ 4. Unenforceability of the lien; of the indebtedness, to corn 5. Invalidity or unenforceabilit~ upon usury or any consume 6. my statutory lien for service ~g from an improvement or ~ :eeds of the indebtedness: When the American Land Title As.' above are used and the followin labor or material theretofore or hereafter furnished, imposed by law and not shown by the public record~ 6. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY- 1987 WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE (6/87) EXCLUSIONS FROM COVERAGE sly excluded from the coverage of this policy and the Comioany will not pay loss or damage, costs, attorneys' fees or expenses which arise iovernmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibit- ~eoccupancy, use, orenjoymentoftheland; (i~ the character, dimensions or location of any improvement now or hereafter erected on ation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental :t of any violation of these laws, ordinances or governmental regulations, except to the extent t hat a notice of the enforcement thereof or a or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. =e power not excluded by (al above~exceptt~theextentthatan~tice~ftheexercisethere~f~ran~tice~fadefect~~ien~rencumbrance on or alleged violation affecting the land has been recorded in the public records at Date of Policy. 1less notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking Date of Policy which would be binding on the rights of a purchaser for value without knowledge. es, adverse claims or other matters: Jmed or agreed to by the insured claimant; any, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by rior to the date the insured claimant became an insured under this policy; :lamage to the insured claimant; bsequent to Date of Policy(except to the extent that this policy insu res the priority of the lien of the insured mortgage over any statutory ~r material or the extent insurance is afforded herein as to assessments for street improvements under construction or completed at date ~age which would not have been sustained if the insured claimant had paid value for the insured mortgage. ,fthe insured mortgage because of the inabilityor failure of the insuredat Date of Policy, orthe inabilityor failure ofanysubsequentowner ;)ly with applicable doing business laws of the state in which the land is situated. of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based r credit protection or truth in lending law. labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) aris- irk related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by pro- ;cured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY- 1987 (6/87) WITH REGIONAL EXCEPTIONS ociation policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 6 exceptions to coverage appear in the policy. (continued on back) SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:. 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. · Anyf?Cts,rights~interests,~rc~aimswhicharen~tsh~wnbythepub~icrec~rdsbutwhichc~u~dbeascertainedbyaninspecti~n~fsaid~and~rbymakingin(~uiry~fper~ _ _sons in possession thereof. 3. -'asements, claims of easement or encumbrances which are not shown by the public records. 4. )iscrepancies, conflicts ir boundar~ lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by . ~ublic records. 5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, =or services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 8. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY- 1987 (6/87) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibit- lng or relating to (i) Ihs occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separ ation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; of (iv) environmental protection, or the efta ct of any violation of these laws, ordinances or governmental regulations, except to the exte.nt that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental po ice power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a viola 'ion or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain ~. nless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Corn =any, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant ~rior to the date the insured claimant became an insured under this policy;, (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;, or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 9, AMERICAN LAND TITLE ASSOCIATION OWNER POLICY- 1987 (6/87) WITH REGIONAL EXCEPTIONS ~ the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 8 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:. Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown bythe public records but which could be ascertained byan inspection of said land or by making inquiry of per- sons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in 3oundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 10. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POMCY- 1987 EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: · land use · land division · improvements on the land · environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless a notice of taking appears in the public records on the Policy Date. 3. Title Risks: · that ars created, allowed, or agreed to by you · that ars known to you, but not to us, on the Policy Date - unless they appeared in the public records. · that result in no loss to you · that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: · to any and outside the area specifically described and referred to in Item 3 of Schedule A, or · in streets, alleys, or watem/ays that touch your I~_nd This exclusion does not limit the access coverage in Item 5 of cove~'e~Title Risks.