HomeMy WebLinkAboutReso 10-1987RESOLUTION 10-87
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE oF CALIFORNIA
A RESOLUTION AUTHORIZING A SETTLEMENT AGREEI
BETWEEN CONAGRA, INC., THE STATE LANDS COMM
AND THE CITY OF SOUTH SAN FRANCISCO
lENT
SSION,
WHEREAS, ConAgra, Inc. owns an approximately 8.4 acye site situated adjacent
to San Bruno Canal (old Armour plant site); and
WHEREAS, the State Lands Commission asserts a publi~ trust claim in the
property because at one time the State believes this area to have been part
of the tidelands; and
WHEREAS, under legislation enacted in 1925 the City of South San Francisco
is the grantee of all salt marsh, tide and submerged lands within the boundar-
ies of the City, and holds such lands subject to the trJst rights; and
WHEREAS, the State Lands Commission and ConAgra, In~. have indicated the
dispute can be settled, in lieu of quiet title litigation, for the sum of
$250,000; and
WHEREAS, the City as grantee is a necessary party to the settlement; and
WHEREAS, such a settlement is statutorily exempt from CEQA pursuant to
Public Resources Code Section 21080.11;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco that it hereby authorizes the Mayor to sign t~e settlement agreement,
attached as Exhibit "A".,~
BE IT FURTHER RESOLVED that it authorizes the Mayor, City Manager and City
Attorney, as appropriate, to execute all necessary documents including a quit-
claim deed on behalf of the City to effectuate settlement of the disputed title.
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 28th day of January , 19 87 by the following vote:
AYES: Councilmembers John "Jack" Drago, Richard A. Haffey, Gus Nicolopulos,
and Roberta Cerri Teglia
NOES: None
ABSENT: Councilmember Mark N. Addiego
City Clerk
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EXHIBIT A TO RESOLUTION NO. 10-87
DRAFT
COMPROMISE TITLE SETTLEMENT AGREEMENT
The parties to this Compromise Settlement Agreement are the
State of California, acting by and through the State Lands
Commission ("State"), the City of South San Francisco ("City"),
and ConAgra, In~., a Delaware Corporation ("Cm~Agra").
RECITALS
A. This Agreement concerns a parcel o-' real property in
the '~~ ~¥° , State of California, referred to throuohout _ this
Agreement, for convenience, as the Settlement Parcel. This
parcel~:~- described in Exhibit A and is Shown for reference
purposes only on Exhibit B. Both Exhibits A and B are attached
to this Agreement and are incorporated herein ~y this reference.
B. Upon its admission to the United S~ates of America on
September 9, 1850,. the State, by virtue o{ its sovereignty,
received in trust for the purposes of commerce, navigation, and
Z~sheries,,~ ali -ight,, title, and interest ~n~ previously ungranted
tidelands and submerged lands within its boundaries.
~. Pursuant tv the provisions -f~ Division 6 of the Public
Resources Code, including Sections 6216 and 6501, the State Lands
Commission is vested with all jurisdiction and authority as to
all right, ~, ~ ~ ~: and ~nterest in ~:~:~ands and submerged lands
held by ~,,e State in trust for the benefit o{ all the people of
the State.
DRAFT
D. By Chapter 545 of the Statutes of ~91=~, as amended by
Chapter 56 of the Statutes of 1925 ("Granting Statutes"), the
Legislature granted to the City ali right, title, and interest o~
the State in and to all the salt marsh, tidelands, and submerged
lands within the City, in trust for harbor
E. ConAgra is the current
interest in, the Settlement Parcel,
dated , and recorded
purposes, ~ubject to
of, or has an
in that deed
certain terms, conditions, and reservations, i
record Owner
as described
in Book ....
of the Official Records of the County of San ~ateo.
, at page ....
The State contends that the Settlement Pmrcel, in whole
or in part, at ~_.,_ time of the admission of the State -~'~,
California into the Union, and in its
thereafter, lay waterford of the mean high
traversed by sloughs of San Francisco Bay.
natural condition
~.de? line, and was
The State further
contends that, as lands of the legal character of tidelands and
submerged lands, the Settlement Parcel is s~b]ect to a public
trust ownership, consisting of a fee or an easement, or both, for
water-related commerce, navigation, fisheries,
other recognized public trust pur~Sses.
recreation, ~nd
Settlement Parcel has been filled and re~_laimed and
removed from ~k ~'k~
~,,~ ~u~,~c channel. ~,,_ Settie~ent Parcel is no
longer available or useful or reasonably susceptible of use or
- t, ~ ~ purposes.
rmquired z-r publi ~:'s~
DRAFT
H.
City,
There is a bona fide dispute betwemn the State, the
and ConAgra as to the existence, extent, nature and
location of their respective rights, titles, a~d interests in the
Settlement Parcel.
I. A resolution of the parties' rights, titles, and
interests in the Settlement Parcel would require costly,
protracted, and vigorously disputed litiga--ion with uncertain
results if the controversy could not be resolved by settlement.
J. The parties hereto consider it expedient and necessary
and in the best interests of the State, the City, the public, and
ConAgra to resolve this title dispute by compromise settlement,
thereby avoiding the anticipated substantial costs,
requirements, and uncertaintY-_ o~ litigation
~i,,~ interest of settlement, the State, the City, and
ConAgra bare conducted independent studies and evaluations of the
~itie evidence, ....... aw and -_he mmrits of the
State's, City's, and ConAgra's legal positions. A land appraisal
and study completed by the State has shown fha-- tke value of the
claimed State sovereign interests
les th ~
s an or equal ~ $250,000. '"
L. The State is authorized by
Resources Code, including Section
interests in real property held by
in the Settlement Parcel is
Division 6 -~ the Publi-
6307 ~ to exchange
the State' by reason cf its
sovereignty for its interests in other lands of equal or greater
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DRAFT
value. The Granting Statutes do not empower tae City to alienate
to private parties any interest in the granted lands.
M. Sections 8600 through 8655 of the Public Resources Code
authorize the State Lands Commission to conduct land exchanges
pursuant to Section 6507
acceptance of money to be
of the Public ReSources Code by the
deposited into t~e Land Bank Fund
created by Section 8610 of the Public Resources Code, and further
designate the State Lands Commission ss trustee of the Land Bank
Fund, with exclusive jurisdiction and authorit~ to administer the
fund and the interests in real property acquired pursuant to
these st
N. The parties heret~
reached an agreement f~r the
claims in the Settlement
have, after l~ngthy negotiations,
resolution ofi their conflicting
Parcel. In general, this Agreement
provides that:
1. The City will quitclaim to th~e~ State all of the
~,e City in the Settlement
right, title and interest of ~
Parcel which =^isis by virtue of the Gr.a.~ting Statutes
2. The State will quitclaim tc !'~on~gra ail right,
titIe and interest of the State ir, ~,, Settlement Parcel,
.including the interest described in subp.~ragraph i, abo,~?.
3. The quitclain described in subparagraph ~ above
is intended t: terminate any State sovereign interest,
including, but not limited to the pubiic itrust for commerce,
navigation., and f;sheries, in the Settlement Parcel.
DRAFT
4. ConAgra will deposit the sum o~ $250,000 into the
Land Bank Fund created by Public Resources Code Section 8610
for the purposes specified therein.
5. The State will accept the monCes to be deposited
with the Land Bank Fund in order to purchase other lands
useful for trust purposes, which lan~s will be held as
sovereign lands subjert to the publi~ tru?t. City will make
its best efforts to identify, and Statei will make its best
e~forts for a period of three years to ,cquire, such lands
within the :~ity.
in consideration of ~
~,,e foregoing recitai~ and the following
conveyances and terms, the parties hereby agre!e as follows:
.... ~ s ..... tclaim ed State of ~nt-~e ...... sinq from
Grantin0 Statutes.
City hereby agrees to remise, release ~id forever quitclaim
~ ~ existin~ by virtue
to State -:l of its right, title, and i~teres_i
of the Granting Statutes (Stats. 1913, Ch.
.... ~, as amended) in
the Settlement Parc~! described in Exhibit A.
2. State#s Quitclaim of Intarmsts in tb~ Settlement Parcel
to CcnAqra.
Stats agrees to r~mise, release, and ¥1grever quitclaim to
ConAgra. al~ ~z the State's right, t~e, and iinterest existing by
ORAFT
virtue of its sovereignty,
interest held by the State as
commerce, navigation, and
including, but not limited to, any
trustee of the public trust for
fisheries, anid including those
interests quitclaimed to be the State by the City pursuant to
Paragraph 1, above, in the Settlement Parcel ~escribed in Exhibit
AB
5. . ConAqra's Contribution
Fund.
ConAgra agrees to contribute
~O,OOo to the Land Band
$250,000 (Two hundred fifty
thousand dollar~~ and no cents) to the Land Bank Fund
by Public Resources Code Section 8610
any and ail State sovereign -~-~
Settlement Parcel. ~
4. State Lands Commission Findin0s.
The State Lands Commission, by .its
authorizatim,~- of the execution of this Agreement:
a. Finds and declares, upon recordation of this
as fulil compensation for
~, or znterest in the
approval and
Agreement, that the
filled, and reclaimed, and
any public channels, is
· susceptible of being used
Settlement ~=,~_--_~i has been i motored ,.
has thereb-, been excluded from
not avai!aOle or useful or
n~t
for naviqatiCn_ . and fisheri_r~?= .~;_
in fact tidelands and submerged lands, and is Yree from
the -"~ e " ~ for .
; .... ic _r~s~ commerce, navigation and fisheries;
b. Finds and d~ciares that this Agreement ~-.= in the
interests of the State for:
6
DRAFT
(1)
shoreline ~or the improvement
upland; and
The improvement of navigation;
The enhancement of the configuration of the
of ~=~,,_ water and the
(5) The protection, preservation, and enhancement
of the tidelands and submerged lands and public access
thereto pursuant to the public trust.
c Finds and declares ~ -~
· ~h~ the conveyances made
pursuant to this Agreement will not substantially interfere
with ~ = -~hts of fishing --' ,,
~h-_, . ~,,~ navigation ~- San Francisco
Bay or~ts tributary channel~-~,
d. Finds and declares that the value ~f sovereign
interests in the o~lement Parcel is less ~ -
~ ..... a~, or equal to
. ~inds that
dispute and is
Environmental ~ual ity
S~ction 2iC~o,~ ~ I
this Agreement is in settlement of a
therefore
Act pursuant to Public Resources Code
land~ within the City ~;hich may
=._en._ wi~h the public ~r~=~ and
. n of Exchanqe Lands in
Acquisltio
~:~y shall in ~ood ~aith make its
........ ~fforts to id=n
be acquired z~,.n- purposes_
the ~ - ~ .
~nt~n~ ~ the Kapiloff
' -~n~ ~ Bank Act, O,'b~-~ ~ ~ Rescurc~s C~de Sections 8600 et seq., and
State shall ~n ~ood ~aith ---~-' _
......... e its bes~ efforts consistent with
..... to acquire such 'ands
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acceptable to the City and the
DRAFT
State with the $250,000' contributed to the Land Bank Fund
pursuant to this Agreement, and shall not oppose legislation to
amend the Granting Statutes to grant to City any exchange lands
in the City acquired pursuant to this Agreement, provided,, that
should a parcel suitable for such acquisition not be purchased
within three years of the effective date of this Agreement, the
State shall not be bound to use its best efforts to expend the
$250,000 for acquisition within the City.
6. Acceptance of
Recording.
By their execution of
agree to accept the herein
Conveyances and C=nsent to
this Agreement, the parties hereto
described conveyances of land and
~n the recording of this Agreement, and
money, and hereby consent ~
other documents ~xecuted pursuant to this Agreement, pursuant to
Paragraph 20, below.
7. Judicial Confirmation of Judqment ~
- ' =~i conveyances necessary to
At such time ds this Agreement, =~
accomplish this Agreement, a cashier's check in the amount of
$250,000, and written approval
title to the Settlement Parcel as
commitment, ha~e been
Paragraph 19, below?
settlement
by ConAgr.2 ~f the condition of
shown in a pro forma title
deposited into escrow as provide~ in
the parties hereto will submit the
embodied in this Agreement to a court of competent
jurisdiction to confirm the validity of said settlmment
Judgment.
8
by Court
DRAFT
8. Further Assurances.
So long as authorized by
parties hereto will perform
acknowledge and~=~-~iver all
instruments, .... t
parties all of the r~spective
i~terests, estates, rmmedies,
c=nveyed or provided F~- by thi~
consent to the entry of all
appropriate to e~¥ectuate this
Judgment described herein may
............ upon entry cf said ~"~ ...... ~
9. Acpeai~ ~.
Each party hereby ~;aives any right
10.
Al 1
documents
applicable laws to do so, the
such other acts, and execute,
further conveyances and other
may be necessary to fully assure to the other
properties,
powers and
Agreement.
rights, titles,
p-ivile~e
, g $ to be
The parties hereto
orders and ]udoments necessary or
Agreement and stipulate that the
be made ~uily effective and final
to appeal from sai~
Execution o= ~ ~,_, Pub ' '
· .*_for_ a ..... ~ar], l~c. ~
of the parti.=-~= ~ .... ~=- ggreement an~=~11
signatures
mxecuted
pursuant to this ~,~reement shal
acknowl _~d.ged be.~or~ a N~tary Public ar.: a
acknow!~dgment shall be attached to the ~x~cut~d ~gr~em~nt and
other documents to allow them t~ be recorded in the Office
Recorder of the Cot~nty o~ San Mat~o~ California.
11. Count~rpart~.
This Agr~emmnt may bm ~xeczrt~d in any number of counterDarts
and ~ach mx~c~ted c~unterpart shall hav~ the ~ame fcrc~ and
be
DRAFT
effect as an original
aggregate counterparts
signature page of this
and as if all of the parties to the
had signed the same instrument. Any
Agreement may be detached by the Escrow
Agent established pursuant to Paragraph 19, below, from any
counterpart of this Agreement without impairing any signatures
thereon, and may be attached to another counterpart of this
Agreement i~_n~i_al in form hereto but having attached to it one
or more additional -~gnature=, pages, for the purpose of creating
an integrated document for recording.
.,. Aqreem~nt f ~ Compromise and Settlement.
It is expressly understood by the parties hereto thmt the
provisions set forth in this Agreement have been agreed upon for
purposes of compromi~.ng and settling the respective disputed
interests ~-~ fbe parties ~,, the Settlement Parcel
13. No Admi~_i=q o,~, or Effect if Aqreement Not Made Effective.
~-~_~, the event this. Agreement does no~.. become effective,
nothing herein shai~ .... ~"~ -
~ ~_~=~,_,~_, or be construed .~s, an admiss~on
by any party hereto or evidence concerning the boundaries,
physical character, or character
Settlement Parcml.
· 14. No Effect on Other lands.
of title -_~ cr interest in the
The provisions of this Agreement do not constitute, nor are
they to be construed as, in admission by any party or evidmnce
concerning the boundaries, physical charmcter, or character of
title to or interest in any lands outside the Settlement Parcel.
DRAFT
15. Aqreement Bindinq on Weirs, Assiqns. Et Cetera.
Ail the terms, provisions, and conditions of this Agreement
shall be binding upon and inure to the benefit of the respective
heirs, administrators, executors, successors, and assigns of the
parties.
!6. Modification.
No modification, amendment, or alteration of this Agreement
shall be valid unless in writing and signed by all of the parties
to this Agreement.
17. No Ef~'~u-~ on Other Government Jurisdi~_~ion.
This Agreement has no effect whatsoever -- ~
...... e regulatory,
environmental or other jurisdiction of any federal, state, local,
or other government entity not a party to this Agreement.
18. Headinqs.
The title headings of the sections of this Agreement ~-_
inserted for convenience
construing this Agreement.
19. Escrows.
only and
a. The parties have agreed
~=,~tIe insurance company)
shall q~t be considered in
an ~scrow wi th
Agent"). Joint
~scrow instructions will be submitted by the parties.
(I) City sha~l deposit
into escrow:
(a) Certified
11
the foll~wing documents
copies of duly
enacted
DRAFT
resolutions of its City Council showing the City's
approval of this
authorization that it
forth in Paragraph 1,
City's behalf; and
Agreement and the City's
and the Quitclaim as set
above, be executed on the
(b) This Agreement, duly mhd properly
executed by the City; and
(c) A quitclaim by the City to the State, as
set forth in Paragraph 1, above, duly and propmriy
m~scuted on behalf of the City.
(2) State
=ha~
i~.~-~,,~.~ e~crow:
(a)_ A ~mrti~ied copy
Stats Lands C~mmission public
Commission's approval of thi
following documents
a minute item of a
hearing showing the
Agreement and the
Commission's authorization tha~it and the
quitclaim as set Zorth in Paragraph above be
executed on t,~= State s behai*: and
(b) This Agremment, "~uiy
executed by the State; and
and p~operlv
(c) A patent qui~r'=, the
~_~ a. iming .
Parcel to
forth
,..., ~ n ~,,..j, ~,
in Paragraph
above, duly and properly mxecuted by State.
(3) ConAgra shall depr~si~ the follo~ging document~
DRAFT
Board of
Agreement and
ConAgra's behalf
Directors of ConAgra, approving this
authorizing its execution on
and the contribution of $250,000
to the Land Bank Fund as set forth in Paragraph 5,
ab ore;
Cb) This Agreement, duly and properly
executed by ConAgra, and
'.c) A cashier = check for $250,000 payable
t~ the State Lands Commission - Kapiloff Land Bank
Fund.
(d>
condi ti o~,.
Written approval by ConAgra of the
of ~ _men~ Parcel
.... e to the Settl= ~
sho~n in a pro forma titi=- commitment.
20. Close of Escro~ and Recordation
Upon entry of Judgment by the Cour:~, receipt of all
documents and funds dmscribed in Paragraph 19, above, and the
written approval by ConAgra of the condition of title to the
Settlement Parcel as shown ~n~ a pro z~rma,~ title commitment,
Escrow Agent -~i=,~.~ notify the parties of its intention to cios~
escrow .... to record thS s Agremmmnt and any r~Iated ' "--~-~ ~
shall =~ ~-~-
s~ .~ c~rtain for
8:00 a.m., ~r as early as
c~ose of escrow, Escrow Agent shall record this
such recordation and cl~sing. At
Dossibl=_ ~-~., the date chosen for thm
Agreement in the
Offic9 of the ~' ~'
..~un~y Recorder for the
13
Ccunty of San Mateo,
DRAFT
California. Escrow Agent shall then release the $250,000 check
to the State Lands Commission.
21. Purpose to Perfect Title.
The Settlement Parcel will be quitclaimed by the State to
ConAgra pursuant to this Agreement solely for the purpose of
perfecting title to said disputed land and, accordingly, for tax
assessment purposes, said quitclaim does not involve a change in
ownership pursuant to Section 62(b) of the California Revenue and
Taxation Code.
2~ Ai~~ of Costs and Expenses
The expenses and fees of escrow incurred by Escrow Agent,
' ~,l= Agreement and
including those associated with recordation of ~'-
other documents necessary to effectuate this Agreement, shall be
borne by ConAgra. Ail
attorney, engineer or other
party hereto i- connection
other fees, costs and expenses of any
person employed or retained by a
with the transac it~on underlying this
Agreement shall be borne by that party·
~ Effective Date.
This Agreement shall become effective
Judgment confirming this Agreement and
only upon e.gtry of
recordation of th'-i=
Agreement, the documents executed pursuant £o this Agreement~,~and
a certified copy of said Judgment. To become effective, ~,,is
Agreement must be recorded by July 1, 1-987.
[' 'T I1
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DRAFT
To witness this Agreement, a duly authorized officer of each
party has executed it below on the date opposite each signature.
DATED:
STATE OF CALIFORNIA
STATE LANDS COMMISSION
By:
Claire T. Dedrick
Executive Officer
DATED:
By:
Approved -- ~- '
~ K. VAN DE KAMP
Attorney General
Stat~ ~z Californ~-
By:
Dennis M. Eagan
Deputy Attorney General
DATED:
CITY OF SOUTH SAN FRANCISCO
Approved as to form:
VALERIE
City Attorney
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